BANKING (LICENSING) LAW, 5741-1981

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Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-1BANKING (LICENSING) LAW, 5741-1981*CHAPTER A: INTERPRETATIONDefinitions1.In this Law “Means of control” in a corporation—any of the following:(1) the right to vote at a general meeting of a company or in a correspondingorgan of another incorporated entity:(2) the right to appoint a director in a corporation, and, for this purpose:(a) a person who appointed a director in a corporation shall be deemeda person having the right to do so ;(b) in regard to a corporation, of which an officer is appointed asdirector in another corporation, and in regard to anyone who controlssaid corporation, it is presumed that they have the right to make suchappointment;(3)the right to participate in the profits of the corporation;(4)the right to the balance of assets of the corporation upon its liquidationafter its obligations are settled;“Credit”—including a guarantee, acceptance of bills of exchange, discountingof bills of exchange, financing by leasing assets, opening or approval ofdocumentary credit, and undertaking to pay money at another’s expense;“Long-term credit”—credit, that according to the terms therein , the averageterm of maturity of principal is two years or more;“A Principal Shareholder”—anyone who holds more than 20% of anyparticular type of means of control;“The Advisory Committee”—the advisory Ccmmittee, appointed undersection 6 of the Ordinance;“Holding” or “Acquisition”—individually or in conjunction with others,directly or indirectly, including by a controlled corporation;“In conjunction with others”—in conjunction with others through permanentcooperation; notwithstanding the generality of the above, the following shall bedeemed as acting through permanent cooperation; in regard to an individual the individual, his relative, and a corporation controlled by any one of them,and, in regard to a corporation—the corporation, whoever controls it, and an* Sefer Hahukim [Israel Lawbook] 1980/81, pp. 232, 320.[This translation includes amendments through April 2017]This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-2entity controlled by any one of them;“The Supervisor”—the Supervisor of Banks, appointed under section 5 of theOrdinance;“The Governor”—the Governor of the Bank of Israel, appointed under section6 of the Bank of Israel Law;"The Ordinance"—the Banking Ordinance, 1941;“Underwriting Commitment”—as defined in the Securities Law;"The Bank of Israel Law"—the Bank of Israel Law, 5770-2010;"The Companies Law" – the Companies Law, 5759-1999;“The Pension Counseling and Marketing Law”— Control of FinancialServices (Pension Counseling and Pension Marketing and the PensionSettlement System) Law, 5765-2005;“The Regulation of Investment Counseling Law”— the Regulation ofInvestment Advice, Investment Marketing and Investment PortfolioManagement Law, 5755-1995;"The Securities Law" — the Securities Law, 5728-1968;"The Enhancing Competition and Reducing Concentration Law"—TheEnhancing Competition and Reducing Concentration Law, 5774-2013;“Investment Counseling” and “Investment Marketing”—as defined in theRegulation of Investment Counseling Law.“Pension Counseling” and “Pension Marketing”—as defined in the PensionCouseling and Marketing Law;“Insurer” and “Insurance Agent”—as defined in the Control of FinancialServices (Insurance) Law, 5741-1981;“Land”— according to its meaning in the Land Law, 5729-1969, including aright in land or an obligation to perform a transaction in land;“Investment Portfolio Management”—according to its meaning in theRegulation of Investment Advice Law ;“Officer”—as defined in the Companies Law , and any other employee directlysubordinate thereto;“Branch”—any place where a banking corporation accepts monetary depositsor conducts business with its customers, including a mobile branch, butexcluding a facility through which a customer may carry out transactions in hisaccount in a banking corporation;“Monetary Deposits ”—including loans;“Provident Fund” and “Management Company”—as defined in the Controlof Financial Services (Provident Funds) Law, 5765-2005;“Relative”—a spouse, brother, parent, offspring, spouse’s offspring, and thespouse of any of the foregoing;“Joint Investment Trust Fund"—a fund as defined in the Joint InvestmentTrust Law, 5754-1994;“Control”—the ability, either individually or in conjunction with others, todirect the activity of a corporation, excluding ability originating solely inholding the post of director or other office in the corporation; withoutderogating from the generality of the foregoing, a person shall be deemed asThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-3having control of a corporation if one of the following is fulfilled:(1) he holds half or more of any particular type of the means of control of thecorporation;(2) he has the ability to prevent the making of business decisions in thecorporation, except decisions concerning the issuance of means of control of thecorporation or decisions concerning the sale or liquidation of the major part ofthe corporation's business or a material change thereof;“Banking Corporation”—a bank, a foreign bank, a mortgage bank, aninvestment financing bank, a business promotion bank, a financial institution, ora joint services company;“Bank Holding Corporation”—a corporation in which the following two arefulfilled:(1) it controls a banking corporation;(2) more than 5% of its total assets are means of control of bankingcorporations which it controls and loans to such corporations;“Foreign Corporation"—a corporation incorporated in a foreign country;“Auxiliary Corporation”—a corporation which is not in itself a bankingcorporation and whose activities are limited to the fields of activity permitted tothe banking corporation controlling it, except activities reserved exclusively forbanking corporations under sections 13 or 21;“Nonfinancial Corporation”—a corporation which, under the provisions ofChapter C, a banking corporation may not control or be a principal shareholdertherein.Terms of licenses2.Whoever is authorized to issue a license, a permit, or an approval under this lawmay set conditions and limits thereto, according to the considerations specifiedin this Law.CHAPTER B: LICENSING BANKING CORPORATIONSLicense requirement3.A banking corporation shall exist only under a license pursuant to this Law.Licenses4.(a) The Governor may, at his discretion and after consulting with the LicensingCommittee appointed under section 5, issue—(1)to a company as defined in the Companies Law—(a) a bank license;(b) a mortgage bank license;(c) an investment financing bank license;(d) a business promotion bank license;(e) a financial institution license;(f) a joint services company license.This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-4(2)(b)to a foreign corporation registered in Israel that is a bank in aforeign country—a foreign bank license.A license is not transferable.Licensing committee5.(a)(b)(c)(d)(e)The Governor shall appoint five members of the advisory committee toact as the Licensing Committee.A person who controls, is a director, or an employee of a bankingcorporation or of a corporation that controls a banking corporation shallnot serve as a member of the Licensing Committee.A person who ceases to be a member of the Advisory Committee shallcease to be a member of the Licensing Committee.Decisions of the Licensing Committee shall be reached by a majority ofits members.The Licensing Committee may determine a procedure for its work anddeliberations.Considerations in Issuing Licenses6.In issuing licenses under this Law, the following matters shall be taken intoconsideration:(1) the applicant’s plan of action and probability of its fulfillment;(2) the suitability of the holders of means of control, the directors and themanagers for their positions;(3) the contribution of issuing the license to the competition in the capitalmarket and, in particular, to the competition in the banking system andthe standard of its service;(4) the Government’s economic policy;(5) the public welfare;(6) in respect to a foreign bank—reciprocity in banking corporation licensingbetween Israel and the country in which the applicant has its mainbusiness.Minimum capital7.(a)(b)(c)A license shall not be issued unless the applicant’s issued and paid-upcapital is no less than the sum set out in the First Addendum.The Governor, with the approval of the Minister of Finance and theFinance Committee of the Knesset, may increase by order the sums setout in the First Addendum.If the sums set out in the First Addendum are increased, each bankingcorporation shall increase its issued and paid-up capital to the increasedsum within one year; the Supervisor may extend the one-year period to aspecific banking corporation.This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-5License Revocation8.The Governor, after consulting with the Licensing Committee, may revoke alicense in any of the following cases, after providing the banking corporation areasonable opportunity to present its arguments:(1) the corporation requested the revocation of its license;(2) the corporation has not begun to conduct business or has ceased toconduct them;(3) the corporation breached a material term of its license;(4) the corporation’s capital decreased to an amount less than the sum set outin the Addendum, or the banking corporation did not increase its capitalas set forth in section 7(c);(5) the corporation violated a legislative provision in a manner thatprejudices its credibility;(6) the corporation is served with a liquidation order or is placed inreceivership, except where the receiver is appointed under sections 27,33, or 35;(7) the corporation passed a resolution of voluntary liquidation;(8) public welfare reasons entail the necessity of revoking the license.Continued supervision of a corporation whose license is revoked9.(a)(b)For the purposes of the Ordinance and the Bank of Israel Law, a bankingcorporation whose license is revoked shall be deemed a bankingcorporation for three years after the date of revocation.The Governor may issue a banking corporation, whose license isrevoked, with instructions concerning the conduct of its business insofaras he considers this necessary for the protection of the corporation’screditors and its other customers who contracted with it beforerevocation; such instruction shall not release the corporation of itsresponsibility to perform any obligation undertaken prior to revocation.CHAPTER C: FIELDS OF ACTIVITY OF BANKINGCORPORATIONSAND THEIR EXCLUSIVENESSFields of activity of a bank10.A bank shall engage only in the following occupations:(1) acceptance of monetary deposits in current accounts in order to makepayments therefrom by check upon demand;(2) acceptance of other monetary deposits;(3) issuing securities;This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) 1d)(11e)(11f)(12)(13)Page 124-6managing a payment system, including the collection, transfer, andconversion of funds;purchase and sale of foreign currency;providing credit;investing in securities or investing in gold for monetary purposes;custody and management of negotiable instruments, securities, rights,and other assets on behalf of others as agent, custodian, representative ortrustee, provided that it does not manage a business enterprise within theframework of said occupation, and except issuing an underwritingcommitment, management of a provident fund, management of a jointinvestment trust fund, and investment portfolio management;rental of safe deposit boxes;purchase and sale of securities as trader or agent;financial and economic advice within its fields of occupation;brokering in financial and economic transactions within its fields ofoccupation, except brokering in transactions of purchase or sale ofcommodities or land;pension counseling, and performance of a transaction for a customer asdefined in the Pension Counseling and Marketing Law, as part of andpursuant to pension counseling, subject to the provisions of sections 11and 52(b) and (c) of the Pension Counseling and Marketing Law;investment counseling, subject to the provisions of section 9(b) of theRegulation of Investment Counseling Law;investment marketing under the provisions of section 9(c1) of theRegulation of Investment Counseling Law;management of the accounts system of provident funds for themanagement company, including management of members’ accounts onbehalf of the fund, and preparation and delivery of information intendedfor members;sale and operation of computer services that mainly serve the bank;rental of land that serves the bank for use of computer services andoperation, to a renter that will make use of the land for the same ends;an occupation which a bank is explicitly permitted by law to engage in;any other action ancillary to an occupation which a bank is permitted toengage in.Control and holding means of control by a bank11.(a)A bank may not control, or be a principal shareholder, in corporationsother than the following:(1)(deleted);(2)a foreign corporation which, were it to conduct business in Israel,would be required to be licensed under this Law;(3)(deleted);(3a)a corporation which engages in issuing an underwritingThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-7commitment and its other occupations are those which a bank ispermitted to engage in under section 10;(3b)a corporation which engages in investment an unspecified corporation of a different type which theSupervisor approved after consulting with the LicensingCommittee.(b) In addition to the provisions of subsection (a), a bank may also control acorporation which is one of the following:(1)an auxiliary corporation, provided the bank controls it alone andhas obtained the Supervisor’s prior written approval of saidcontrol, and the approval covers, inter alia, the fields ofoccupation of the auxiliary corporation; however, the Supervisor,after consulting with the Licensing Committee, may permit thebank to control the auxiliary corporation in conjunction withothers;(2)a corporation which is an insurance agent (in this subsection—aninsurance agent), provided all of the following are fulfilled:(a) the insurance agent’s sole occupation is borrowers’ lifeinsurance or home insurance, which are carried out incidentally toproviding housing loans to customers of the bank or customers ofanother banking corporation which controls, or is controlled by,the bank;(b) the bank controls the insurance agent alone;(c) the bank holds all means of control in the insurance agentalone;however, the Supervisor, after consulting with the Licensing Committee,may permit the bank to control an insurance agent alone even if saidagent engages in insurance activities as set forth in subsection (a) whichare carried out incidentally to issuing housing loans to customers of abanking corporation which is not as set forth in said subsection, and evenif the condition set forth in subsection (c) in respect of the bank is notfulfilled, provided the Supervisor is convinced that providing the permitdoes not prejudice the development of competition and the prevention ofconcentration in the banking industry - generally, and in the field ofinsurance business listed in subsection (a) - in particular; for the purposesof this Paragraph, a “housing loan” is a loan issued for a non-businesspurpose and secured by the encumbrance of the right to or pertaining to ahome.Holdings by controlled corporations11a.(a)For the purpose of this Chapter and in regard to section 47, means ofThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-8control held by the following shall not be taken into account—(1)a corporation engaging in issuing an underwriting commitmentand is controlled by a banking corporation, provided that saidmeans of control are held by force of an underwritingcommitment, that less than a year has passed from the date oftheir acquisition, and that the corporation does not vote at ageneral meeting by virtue of holding said means of control;(2)a corporation controlled by a banking corporation managing ajoint investment trust fund, a provident fund, or a companymanaging a provident fund.11b.(a)(b)(c)(d)In this section—“Bank with a wide scope of activity”—a bank, the value of whose assetsis greater than 20 percent of the total value of assets of banks in Israel;in this regard, “Value of assets” of a bank is the value of the bank’sassets appearing in the bank’s balance sheet for the last year compiledon a consolidated basis, based on generally accepted accountingprinciples applicable to it;“issuance” of a payment card1—contractual agreement of a paymentcard with a customer, and in regard to contactual agreement of a creditcard with a customer, this includes commitment to extend credit via thecard;“credit card contract”, “payment card contract”, “credit card” and“payment card”—according to its meaning in the Debit Card Law, 57461986;“acquirer”, “acquiring” and “supplier”— as defined in Section 36(i);“issuance operation” of a payment card—all the activities and servicesconnected with issuing a payment card, including producing andoperating the card, and excluding the issuance itself and setting the feesand costs to a customer inherent in producing and using a payment card.Notwithstanding the provisions of Sections 10 and 11, a bank with widescope of activity shall not engage in the occupations detailed below andshall not control or hold means of control in a corporation that engagesin said occupations:(1)issuance operation of payment cards;(2)Acquiring payment card transactions.The provisions of subsection (b) do not derogate from the possibility fora bank with wide scope of activity to contract with another in order tooperate the issuance of payment cards or to contract with an acquirer asa supplier.In the period from the end of four years after the commencement date ofthe Increasing Competition and Reducing Concentration in the BankingSector in Israel Law (legislative amenendment), 5777-2017, (in this1 “Payment card” refers to credit and debit cards. The term “payment card” in this Law istermed “debit card” in the Debit Card Law.This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-9subection, the Increasing Competition Law), until the end of six yearsafter said commencement date, the Minister of Finance, with the consentof the Governor and with the approval of the Finance Committee of theKnesset, taking into account, among others, the state of competition inthe credit market, may determine, with regard to the definition of “bankwith a wide scope of activity” in subsection (a), a share lower than 20percent, provided it is not lower than 10 percent; if said regulations weredetermined, the provisions of Chapter 2 of the Increasing CompetitionLaw shall apply, with adjustments set in those regulations.Establishment of computer infrastructure and obligation to sell andoperate computer services and rent land serving the needs ofcomputer services and operation11c.(a)(b)(c)Within 9 months of the commencement date of the IncreasingCompetition Law, the Ministry of Finance shall carry out one of thefollowing, unless other technology infrastructures that are sufficient forsupplying and operating computer services to financial entities were setup:(1)publish, in consultation with the Bank of Israel. a tender for theestablishment of technological infrastructures for supplying andoperating computer services; the terms of the tender shall ensurethe economic feasibility of setting up said infrastructure,including financing from the government, if the Minister ofFinance shall decide that such financing is required; the Ministerof Finance may, within three months of said commencement date,determine that the tender is to be published by another entity;(2)establish rules for providing grants, loans, or guarantees thatmake it possible to supply and operate computer services tofinancial entities.The Minister of Finance may extend the date referenced in the openingclause of subsection (a) by three months,If the Minister of Finance determined, after 18 months from thecommencement date of the Increasing Competition Law, thatcompetition has not yet developed in the area of technologicalinfrastructures for supplying and operating computer services tofinancial entities, and that there aren’t sufficient technologicalalternatives to provision of said technological services, and that it isrequired for increasing the competition in the banking sector, theMinister, in consultation with the Governor and the Dierector General ofthe Israel Antitrust Authority, may determine that a bank that is not abank with a narrow scope of activity is required to sell and operatecomputer services that primarily service it, or to rent land that serves thebank for purposes of computer operations and services, and all tofinancial entities; the Minister shall determine the remuneration andThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) Law(d)(e)(f)(g)Page 124-10terms of the contract, provided that the Minister established that all thefollowing existed:(1)A financial entity approached a bank that operates computerservices that primarily serve the bank, or a bank that owns landserving the bank for the purposes of computer services andoperation, with a request to purchase services from it or to rentsaid land, and the sides do not reach agreement regarding theremuneration and terms of the contract within 6 months from thedate of the financial entity’s approach;(2)The remuneration or terms of the contract proposed by the bankto the financial entity are not reasonable.If the Minister of Finance determined as related in subsection (c), thebank shall not hold up the sale and operation of computer services or therental of land serving it for uses of computer operation and services,provided that the financial entity pays the remuneration determined bythe Minister,If the Supervisor sees that imposing an obligation per subsection (c) isliable to unsettle the technological stability of a certain bank, theSupervisor may exempt the bank from said obligation as noted in saidsubsection, in part or in whole.In this section—“bank with a narrow scope of activity"—a bank, the value of whoseassets as it appears in the bank’s balance sheet for the last year compiledon a consolidated basis, based on generally accepted accountingprinciples applicable to it, does not exceed on the commencement dateof the Increasing Competition Law 10 percent of the total value of assetsof banks in Israel;“financial entity”—a banking corporation or credit and deposit union asdefined in the Supervision of Financial Services (Regulated FinancialServices) Law, 5776-2016;“Increasing Competition Law”—as defined in Section 11b(d).The provisions of subsection (c) shall not derogate from the applicabilityof the provisions of the Restrictive Trade Practices Law, 5748-1988, onan arrangement to supply and operate computer services between a bankthat was obligated to do so under subsection (c) and a financial entity.Fields of activity of a foreign bank12.(a)(b)A foreign bank in Israel shall engage only in the occupations permittedto a bank under section 10.A foreign bank shall not control, and shall not be a principalshareholder, in a corporation conducting business in Israel unless a bankis permitted to control said corporation or to be a principal shareholdertherein under section 11.This version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) LawPage 124-11Special provisions for a specific bank and a foreign bank12a.(a)Notwithstanding the provisions of sections 10 to 12—(1)a bank and a foreign bank, to which, under section 27i, theprovisions of Chapter 2c do not apply, may also control and beprincipal shareholder in a management company and in amanager of a joint investment trust fund;(2)a bank and a foreign bank as set forth in paragraph (1), which arenot permitted, according to section 10 or section 12, to engage inpension counseling or investment counseling, may also engage inthe following occupations:(a)pension marketing, and performing a transaction for acustomer, as defined in the Pension Counseling andMarketing Law, as part of and pursuant to said pensionmarketing, provided that, in regard to the bank or foreignbank, as the case may be, the condition set forth in section3(1) of the Pension Counseling and Marketing Law isfulfilled;(b)investment marketing.Exclusiveness of activities for a bank and a foreign bank13.Anyone that is neither a bank nor a foreign bank shall not engage in acceptanceof monetary deposits in current accounts for the purpose of payment therefromby a check upon demand.Fields of activity of a mortgage bank14.A mortgage bank shall engage only in the following occupations:(1) issuing securities;(2) acceptance of monetary deposits for the provision of loans and othermonetary deposits as approved by the Supervisor;(3) providing long-term credit for financing purchase of land or for financingpurchase of a right in consideration of key-money relating to a rentedproperty to which the Tenant Protection Law (Consolidated Version),5732-1972, applies, or for financing construction, and providing shortterm credit for financing construction to be repaid once the landpurchaser obtains long-term credit for said purchase from the bank orfrom another banking corporation;(4) providing government-directed credit out of monetary deposits createdfor the provision of loans, for financing purchase of land, financingpurchase of a right in consideration of key-money as stated in Paragraph(3), or financing construction;(5) issuing a guarantee under the Sale (Apartments)(Assurance ofInvestments of Persons Acquiring Apartments) Law, 5735-1974;(6) investing in securities;(7) depositing monetary deposits with banking corporations and with theThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) Law(8)(9)(10)(11)Page 124-12State Treasury;financial and economic advice within its field of occupation;brokering in financial and economic transations within its field ofoccupation;an occupation which a mortgage bank is explicitly permitted by law toengage in;any other action ancillary to an occupation which a mortgage bank ispermitted to engage in.Control and holding means of control by a mortgage bank15.A mortgage bank may not control, and may not be a principal shareholder incorporations other than the following:(1) (deleted);(2) an auxiliary corporation, provided the provisions of section 11(b)(1) arefulfilled;(2a) a corporation which is an insurance agent, provided the provisions ofsection 11(b)(2) are fulfilled;(3) an unspecified corporation of a different type approved by the Supervisorafter consulting with the Licensing Committee.Fields of activity of an investment financing bank16.An investment financing bank shall engage only in the following occupations:(1) issuing securities;(2) acceptance of monetary deposits created for the provision of loans andother monetary deposits as approved by the Supervisor;(3) providing long-term credit for the financing of investments, excludingcredit for financing the acquisition of an apartment, and providing shortterm credit to be repaid once the borrower obtains long-term credit fromthe bank;(4) providing, for investmenr financing, government-directed credit out ofmonetary deposits created for the provision of loans;(5) issuing a guarantee to the state or to another banking corporation onbehalf of a customer who has encumbered some of his assets to the bank,or issuing a guarantee to another party on behalf of a customer whocreated a fixed charge on all his assets for the bank, assets not otherwiseencumbered;(6) investing in securities;(7) depositing monetary deposits with banking corporations and with theState Treasury;(8) financial and economic advice within its field of occupation;(9) brokering in financial and economic transations within its field ofoccupation;(10) an occupation which an investment financing bank is explicitly permittedThis version is not official. The binding version is that of the law as gazetted.

Supervisor of Banks: Banking Legislation (04/17)Banking (Licensing) Law(11)Page 124-13by law to engage in;any other action ancillary to an occupation which an investmentfinancing bank is permitted to engage in.Control and holding of means of control by an investment financingbank17.An investment financing bank may not control, and may not be a principalshareholder in corporations other than the following:(1) (deleted);(2) an auxiliary corporation, provided that the provisions of section 11(b)(1)are fulfilled;(3) an unspecified corporation of a different type approved by the Supervisorafter consulting with the L

Supervisor of Banks : Banking Legislation (04/17) Banking (Licensing) Law Page 124-1 This version is not official. The binding version is that of the law as gazetted. BANKING (LICENSING) LAW, 5741-1981 * CHAPTER A: INTERPRETATION Definitions 1. In this Law -

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