SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Gazit-Globe Ltd.

(Name of Issuer)

Ordinary Shares. NIS 1.00 par value

(Title of Class of Securities)

M4793C102

(CUSIP Number)

Eran Ballan

Gazit-Globe Ltd

1 Hashalom Road

Tel-Aviv, Israel 67892

Tel: (03) 694-8000

Fax: (03) 696-1910

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M4793C102

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Chaim Katzman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization     United States and Israel
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     200,949
		8.	Shared Voting Power     92,915,571 (1)
		9.	Sole Dispositive Power     200,949
		10.	Shared Dispositive Power     92,915,571 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     93,116,520
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)     56.5%
14.	Type of Reporting Person (See Instructions)     IN

(1) Comprised of 92,915,571 ordinary shares held by the Norstar Group (as defined below) of which Mr. Katzman is the controlling shareholder. See also Item 5 below.

CUSIP No. M4793C102

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Norstar Holdings Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization     Panama
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     92,915,571
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     92,915,571
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     92,915,571 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)     56.4%
14.	Type of Reporting Person (See Instructions)     CO

(2) Consists of 20,853,470 shares held directly by Norstar Holdings Inc. See explanatory note in Item 5 regarding breakdown of direct holdings of Norstar Holdings Inc. and those of its wholly-owned subsidiaries.

CUSIP No. M4793C102

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Norstar Israel Ltd. 98-0627801
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     WC and BK
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization     Israel
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     72,062,101
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     72,062,101
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     72,062,101 (3)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)     43.72%
14.	Type of Reporting Person (See Instructions)     CO

(3) Consists of 47,381,933 shares held directly by Norstar Israel Ltd. See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group.

CUSIP No. M4793C102

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Norstar Israel Holdings Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization     Israel
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     24,345,507
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     24,345,507
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     24,345,507 (4)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)     14.77%
14.	Type of Reporting Person (See Instructions)     CO

(4) See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group.

CUSIP No. M4793C102

1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Norstar Underwriting (1994) Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization     Israel
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     334,661
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     334,661
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     334,661 (5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11)     .20%
14.	Type of Reporting Person (See Instructions)     CO

(5) See explanatory note in Item 5 regarding the breakdown of the holdings of the Norstar Group.

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares, NIS 1.00 par value, of Gazit-Globe Ltd. (the “Issuer”).

The address of the Issuer is 1 Hashalom Road, Tel-Aviv, Israel 67892.

Item 2. Identity and Background

(a) This statement is filed by (i) Norstar Holdings Inc., a Panamanian corporation, that is publicly traded on the Tel-Aviv Stock Exchange, its wholly-owned subsidiary (ii) Norstar Israel Ltd., an Israeli corporation, and its wholly-owned subsidiaries (iii) Norstar Israel Holdings Ltd., an Israeli corporation, and (iv) Norstar Underwriting (1994) Ltd., an Israeli corporation (Norstar Holdings Inc., Norstar Israel Ltd., Norstar Israel Holdings Ltd., and Norstar Underwriting (1994) Ltd., collectively, the “Norstar Group”), and by (v) Chaim Katzman, a citizen of the United States and Israel ((i)-(v) collectively, the “Reporting Persons”).

(b) The business address of Norstar Holdings Inc. is C/O Meitar Liquornik Geva & Leshem Brandwein, Law Offices, 16 Abba Hillel Rd., Ramat Gan 52506, Israel. The business address of each of Norstar Israel Ltd., Norstar Israel Holdings Ltd., and Norstar Underwriting (1994) Ltd. is 1 Hashalom Road, Tel-Aviv, Israel 67892. The business address of Mr. Katzman is 1696 NE Miami Gardens Drive, North Miami Beach, FL 33179.

(c) The principal business of the Norstar Group is the holding of the Issuer’s shares. Norstar Holdings Inc. is a public company traded on the Tel-Aviv Stock Exchange (TASE) under the ticker symbol “NSTR”. The Norstar Group is the majority shareholder of the Issuer. In addition, Norstar Group holds shares in Ormat Industries Ltd., a publicly-traded Israeli company listed on the TASE, and has other non-material holdings in publicly-traded companies. Chaim Katzman is the Chairman of the Board of Norstar Holdings Inc. and Chairman of the Board of the Issuer, and he is also a board member of each of Norstar Israel Ltd. and Norstar Israel Holdings Ltd.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See (a) in this section.

Issuer is traded on the TASE under the ticker symbol “GLOB” and on the New York Stock Exchange (NYSE) under the ticker symbol “GZT”. Approximately 56.4% of Issuer’s ordinary shares (the “Ordinary Shares”) are owned directly by the Norstar Group. Chaim Katzman, Chairman of the Board of Directors of Issuer, controls approximately 48.6% of the ordinary shares of Norstar Holdings Inc. and is

Chairman of the Board of Norstar Holdings Inc. In addition, Mr. Katzman beneficially owns approximately 0.1% of the ordinary shares of the Issuer directly. Accordingly, even though Issuer’s Board of Directors includes a majority of independent directors, Mr. Katzman may be deemed to control the Issuer.

The information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”), is set forth below.

The name, residence or business address, present principal occupation and the name and address of any corporation or organization in which such employment is conducted and the citizenship of each of the Executive Officers and Directors are also set forth below.

Covered Persons with Respect to Norstar Holdings Inc.*

Name, Position with Norstar Holdings Inc. & Address	Present Principal Occupation	Name and Address of Employer	Citizenship
Chaim Katzman, Chairman of the Board of Directors c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Chairman of the Board of Issuer	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel
Shulamit Rozen-Katzman MD; Vice-Chairman of the Board of Directors c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Medical Doctor	Shulamit Rozen-Katzman MD c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel
Dor J. Segal Director c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada	President and Chief Executive Officer of First Capital Realty Inc.	First Capital Realty Inc. 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada	USA, Israel
Juda Erlich; Director; 18, Herzfeld Street, Kiryat Ono, Israel	Independent Accountant	Juda Erlich 18, Herzfeld Street, Kiryat Ono, Israel	Israel
Itschak Friedman; Director	CEO, Starlims Technologies Corporation	Starlims Technologies Corporation 4000 Hollywood Blvd., Ste. 333 South Hollywood, FL 33021	USA, Israel
Shmuel Messenberg; Director; 15 Hefetz Mordechai Street, Petach Tikva, Israel	Business Consultant	Shmuel Messenberg 15 Hefetz Mordechai Street, Petach Tikva, Israel	Israel

Aviad (Adi) Armoni; Director; 19 Yehuda Hanasi Street, Tel Aviv, Israel	Dean of the Business School at The College of Management Academic Studies; Head of Graduate School of Business; Chairman, founder and owner of KBIS Ltd.;	A. Bina Consultancy and Management Ltd. 19 Yehuda Hanasi Street, Tel Aviv, Israel	Israel
Dina Ben-Ari; Director 3951 194 TR. Sunny Isles Florida 33160	Head of Friends of the IDF, Miami, Florida	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	USA, Israel
Gil Kotler; Controller c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Controller, Norstar Holdings Inc.	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Israel
Mia Stark; Chief Administrative Officer c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Chief Administrative Officer, Norstar Holdings Inc.	c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179	Israel
Varda Zuntz; Company Secretary c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Company Secretary, Issuer	Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel	Israel

* See Item 5 below regarding Chaim Katzman’s control of Norstar Holdings Inc.

Covered Persons with Respect to Norstar Israel Ltd. and Norstar Israel Holdings Ltd.*

Name, Position with Norstar Israel Ltd. and Norstar Israel Holdings Ltd. & Address	Present Principal Occupation	Name and Address of Employer	Citizenship
Chaim Katzman, Director** c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179
Dor J. Segal Director** c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada
Gil Kotler; Director** c/o Gazit Group USA Inc. 1696 NE Miami Gardens Drive North Miami Beach, FL 33179
Varda Zuntz; Director** c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel

* See Item 5 below regarding Norstar Holdings Inc.’s ownership of Norstar Israel Ltd. and Norstar Israel Holdings Ltd. and regarding Chaim Katzman’s control of Norstar Holdings Inc.

** See information provided for Covered Persons for Norstar Holdings Inc.

Covered Persons with Respect to Norstar Underwriting (1994) Ltd.*

Name, Position with Norstar Underwriting (1994) Ltd. & Address	Present Principal Occupation	Name and Address of Employer	Citizenship
Dor J. Segal Director** c/o First Capital Realty 85 Hanna Avenue, Ste, 400 Toronto, Ontario M6K, Canada
Gil Kotler; Director** c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel
Varda Zuntz; Director** c/o Gazit-Globe, Ltd. 1 HaShalom Road, Tel Aviv, 67892 Israel

* See Item 5 below regarding Norstar Holdings Inc.’s ownership of Norstar Underwriting (1994) Ltd. and Chaim Katzman’s control of Norstar Holdings Inc.

** See information provided for Covered Persons for Norstar Holdings Inc.

Item 3. Source and Amount of Funds or Other Consideration

Norstar Israel Ltd. acquired an additional 2.5 million ordinary shares of the Issuer pursuant to its public offering in the United States, on December 14, 2011 (“IPO”), at the initial public offering price of $9 per share (without any underwriting discount). The source of the funds was working capital and from an existing revolving credit facility for up to 300 million New Israeli Shekels (NIS) with Bank Hapoalim in Israel that matures in May 2013.

Item 4. Purpose of Transaction

The Norstar Group, as majority shareholder in the Issuer, consistently participates in the Issuer’s offerings. The Norstar Group participated in the IPO because it believed it was a good investment opportunity that would benefit its shareholders. The Norstar Group also believed that its participation in the IPO would increase the chance of its success by giving comfort to other investors.

In addition, depending upon the factors mentioned above and other factors the Reporting Persons may deem relevant, the Reporting Persons may in the future take such other actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in discussions with management and/or the Board of Directors of the Issuer concerning opportunities that the Reporting Persons believe may exist to improve the business, operations, financial condition and strategic direction of the Issuer, communicating with other shareholders of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.

Except as set forth herein or such as would occur upon completion of any of the actions discussed above and except as previously disclosed by the Issuer in the prospectus filed with the SEC pursuant to the IPO, namely that the Norstar Group has undertaken to vote in favor of proposals at the upcoming January 2012 Extraordinary General Meeting of the Issuer’s shareholders, including the proposed increase in the maximum number of directors to eleven, electing two new directors, imposing a minimum requirement of unaffiliated directors, implementing a modified classified Board structure, increasing the Issuer’s authorized share capital to 500,000,000 ordinary shares, lowering the majority required to amend the Issuer’s Articles of Association (other than to increase authorized share capital) from 75% to 60% of ordinary shares voting, and lowering the majority threshold needed to increase the authorized share capital under the Issuer’s Memorandum of Association from 75% to 50% of the voting rights present and voting, no Reporting Person, has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) The Norstar Group currently beneficially owns 92,915,571 ordinary shares of the Issuer, which represents 56.4% of the Issuer’s outstanding ordinary shares. The percentage of beneficial ownership of the Norstar Group, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by the Norstar Group as of December 25, 2011 as set forth in this Schedule 13D, by 164,821,110 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of December 25, 2011. Of the aforementioned share amount, Norstar Holdings Inc. holds 20,853,470 shares directly, its wholly-owned subsidiary Norstar Israel Ltd. holds 47,381,933 ordinary shares, whose wholly-owned subsidiaries, Norstar Israel Holdings Ltd. and Norstar Underwriting (1994) Ltd. also hold 24,345,507 ordinary shares and 334,661 ordinary shares, respectively.

As of December 25, 2011, Chaim Katzman, Chairman of the Issuer and Chairman of Norstar Holdings Inc., and board member of each of Norstar Israel Ltd. and Norstar Israel Holdings Ltd. , holds 29.25% of the outstanding shares of Norstar Holdings Inc., including through private

entities owned by Mr. Katzman and members of his family, both directly and indirectly; First U.S. Financial, LLC, or FUF, holds 19.3% of the outstanding shares of Norstar Holdings Inc.; Dor J. Segal, Executive Vice-Chairman of the Issuer and a Director in Norstar Holdings Inc., holds 9.2% of the outstanding shares of Norstar Holdings Inc. and Erica Ottosson (wife of Mr. Segal) holds 6.8% of the outstanding shares of Norstar Holdings Inc. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar Holdings Inc. held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. During the past three years, the Norstar Group’s holdings of Issuer’s ordinary shares ranged from approximately 55% of its outstanding share capital to 69% of its outstanding share capital. Most of the shares held by the Norstar Group, not including those acquired pursuant to the IPO, are pledged to financial institutions in Israel to secure revolving credit facilities and/or to secure indebtedness of the Norstar Group. Mr. Segal holds 900,000 shares of the Issuer directly.

Mr. Katzman currently beneficially owns 93,116,520 ordinary shares (including the amount held by the Norstar Group disclosed in (a) above of this section) of the Issuer, which represents 56.5% of the Issuer’s outstanding ordinary shares. The percentage of beneficial ownership of Mr. Katzman, as reported in this Schedule 13D, was calculated by dividing (i) the total number of ordinary shares beneficially owned by Mr. Katzman as of December 25, 2011 as set forth in this Schedule 13D, by 164,821,110 ordinary shares (which does not include treasury shares which do not contain voting rights) issued and outstanding as of December 25, 2011.

(b) The Reporting Persons have shared power to vote or to direct the vote and dispose or direct the disposition of 92,915,571 ordinary shares. Mr. Katzman has sole power to vote or to direct the vote and dispose or direct the disposition of 200,949 ordinary shares.

(c) Norstar Israel Ltd. acquired an additional 2.5 million ordinary shares of the Issuer pursuant to the IPO, which closed on December 19, 2011, at the initial public offering price of $9 per share (without any underwriting discount). None of the other Reporting Persons has effected any transactions in the shares of Issuer during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

At Issuer’s Extraordinary General Meeting to be held in January 2012, Issuer is seeking the approval of its shareholders to enter into a registration rights agreement with the Norstar Group. Pursuant to this registration rights agreement, the Norstar Group will have the right to demand shelf registrations, which may be underwritten. The Norstar Group will also have the right to demand up to two non-shelf registrations. The demand rights may be exercised at any time, subject to applicable lock-up agreements relating to the IPO and certain other restrictions.

Pursuant to such demand registration rights, the Issuer will be required to register with the SEC the sale to the public of its ordinary shares owned by the Norstar Group. Any demand for registration may only be made if the shares requested to be sold by the Norstar Group in such offering have an aggregate market value (based on the most recent closing price of the ordinary shares at the time of the demand) of at least the lesser of (i) U.S. $30 million or (ii) the value of all shares held by the Norstar Group. In addition, in the event the Issuer is registering additional ordinary shares for sale to the public, the Norstar Group will have “piggyback” registration rights providing it the right to have Issuer include the ordinary shares owned by it in any such registration. The Norstar Group’s right to include shares in an underwritten registration is subject to the ability of the underwriters to limit the number of shares included in such offering.

In addition, as noted in Item 5 above, the Norstar Group has pledged 67,074,692 shares of the Issuer to financial institutions in Israel to secure revolving credit facilities and 4,896,478 shares of the Issuer to secure outstanding debentures in Israel.

Item 7. Material to Be Filed as Exhibits

Exhibit 1.	Joint Filing Agreement, by and among the Reporting Persons, dated December 25, 2011.
Exhibit 2.	Bank Hapoalim Ltd. Credit Facility Letter from Norstar Israel Ltd. (f/k/a Gazit Israel Ltd.), dated May 24, 2010. (English Translation from original Hebrew Document)
Exhibit 3.	Amendment No. 1 to Bank Hapoalim Ltd. Credit Facility Letter from Norstar Israel Ltd. (f/k/a Gazit Israel Ltd) of May 24, 2010, dated July 26, 2010. (English Translation from original Hebrew Document)

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

December 25, 2011

Chaim Katzman
By:	/s/ Chaim Katzman
	Name:
Norstar Holdings Inc.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Israel Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Israel Holdings Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Underwriting (1994) Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares of Gazit-Globe Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 25, 2011.

Chaim Katzman
By:	/s/ Chaim Katzman
Norstar Holdings Inc.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Israel Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Israel Holdings Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory
Norstar Underwriting (1994) Ltd.
By:	/s/ Eran Ballan
	Name: Eran Ballan
	Title: Authorized Signatory
By:	/s/ Varda Zuntz
	Name: Varda Zuntz
	Title: Authorized Signatory

EX-99.2

Exhibit 2

Date: May 24, 2010

To:

Bank Hapoalim Ltd.

Re.: Credit Facility Deed

Whereas:

We, the undersigned, have requested and/or will request from Bank Hapoalim Ltd. (hereinafter – “the Bank”) to grant to us at our account no. 669566 at the Central Branch (600) of the Bank (hereinafter – “Our Account”) a credit facility in the amount of NIS 300 (three hundred) million (hereinafter – “the Credit Facility”) for the period through May 24, 2013 (hereinafter – “the Credit Period” and “the End of the Utilization Period”, respectively), for the purpose of receiving loans and various other banking services in foreign currency and/or in shekels, all as set forth and in accordance with the terms of this facility deed;

And Whereas:

The Bank has conditioned its response to our request, inter alia, on our signing this facility deed;

Accordingly, it is hereby declared, confirmed and undertaken with the Bank as follows:

1. General

1.1. The prelude to this facility deed is an integral part thereof.

1.2. The Documents of General Terms (as defined in clause 3 below), which are attached to this facility deed, constitute an integral part of this facility deed (the Documents of General Terms and this facility deed, hereinafter, collectively – “the Facility Deed”).

2. The Credit and the Type Thereof

2.1. With effect from the date of signature of this Facility Deed, we will be entitled, from time to time through the end of the Utilization Period and subject to the matters referred to in clause 6 below, to receive from the Bank credit, loans and other banking services, the date for the full and absolute repayment of each of which will not be later than the End of the Utilization Period (hereinafter, collectively – “the Banking Services” or “the Credit”), as set forth below:

2.1.1. Shekel loans of the “on-call” type (hereinafter – “On-Call Credit”).

2.1.2. Foreign currency credit in the form of a current loan account (CLA) (hereinafter – “CLA FC Credit”).

2.1.3. Loans in foreign currency (hereinafter – “FC Loans”).

2.2. Every application by us to be allotted any Banking Service will be made in the manner set forth therefor on the relevant document in the Documents of General Terms (as defined below). Subject to anything stated in this Facility Deed heretofore or hereinafter, the choice of the type of Credit, from those listed in sub-clauses 2.1.1 or 2.1.2 above, or the type of interest requested by us (solely from the types set forth above [sic]) will be at our discretion, subject to the terms in the Documents of General Terms, with it being clarified that each of the aforesaid Credit types bears different wholesale interest, as is the Bank’s normal practice.

2.3. The date of granting any Banking Service will be at our discretion, provided that, in the case of an amount in excess of USD 30 (thirty) million, our notice regarding this matter will be sent to the Bank at least one business day in advance, according to the procedure and terms specified in the relevant documents in the Documents of General Terms in accordance with the type of Bank Service applied for by us and in the currency relevant thereto.

2.4. We are aware that the amount of the Credit Facility has been specified by the Bank in Israeli currency (NIS) for reasons of convenience and, accordingly, whenever a Banking Service is granted as part of the Banking Services in a currency other than NIS (hereinafter – “the Parallel Credit”), for the purpose of calculating the total amount actually utilized by us through to that date, out of the total Credit Facility, the amount of the Parallel Credit will be converted into NIS at the representative exchange rate of the relevant currency against NIS, prevailing at the Bank on that date. The amount in NIS obtained as a result of the aforesaid conversion will be the amount to be deducted by the Bank from the Credit Facility and will be used for calculating the balance remaining at our disposal, up to the Credit Facility ceiling.

2.5. The Bank will be responsible, at any point in time at its discretion, for checking whether changes that have occurred in the exchange rates have created a situation whereby the amounts owed to the Bank in connection with the Banking Services are in excess of the amount of the Credit Facility (hereinafter – “the Excess Amount”), and if an excess has been created – the Bank will be responsible for demanding that we immediately repay the Excess Amount within no more than 3 business days from the date of the Bank’s demand. We are aware that the immediate repayment of the aforesaid Excess Amount, whether it be in foreign currency or in Israeli currency, could involve damages and/or expenses for the Bank, and we undertake to bear all the aforesaid direct damages and/or expenses caused to the Bank, if such are caused, and to pay these immediately, upon first being demanded by the Bank.

2.6. The Credit Facility will be available for utilization from the date of it being granted through to the End of the Utilization Period, provided that all credit taken by us pursuant to this Deed is repaid not later than the End of the Utilization Period. We will be entitled to notify the Bank from time to time (by giving written notice) of a reduction in the Credit Facility and, in such a case, the Credit Facility will be irrevocably reduced and it will not be possible to withdraw amounts in excess of the reduced amount of the Credit Facility without the prior written consent of the Bank. The fee referred to in clause 7.2 below will be calculated, with effect from the date of the aforementioned notification, with respect to the reduced amount of the Credit Facility following the aforementioned notification.

3. Documents of General Terms

3.1. Without derogating from the provisions of this Facility Deed, each of the Banking Services, according to the type thereof, will be subject to the general terms set forth in the following documents (hereinafter, collectively – “Documents of General Terms”):

3.1.1. With regard to On-Call Credit – On-Call Credit will be subject to the provisions of the letter of undertaking entitled “Letter of Undertaking Regarding the Grant of Daily Credit Repayable on Demand (Short-Term Credit)”, in accordance with the wording in Appendix “A” attached to this Facility Deed.

3.1.2. With regard to CLA FC Credit – CLA FC Credit will be subject to the provisions of the Letter of Undertaking for Receiving a FC Credit Facility, in accordance with the wording in Appendix “B” attached to this Facility Deed.

It is agreed that the CLA FC Facility is to be granted each time for periods, each of which will not exceed three months (periods that can be renewed from time to time, through to the End of the Utilization Period), and in the following currencies – US dollars, Canadian dollars or euros. Accordingly, on the date of signing this Facility Deed, we will sign a letter of undertaking to receive a CLA FC Credit Facility, as set forth in the aforementioned Appendix B, with respect to each of the aforesaid foreign currencies, and the current CLA Credit Facilities on Our Account will be cancelled.

3.1.3. With regard to FC Loans – FC Loans will be subject to the provisions for repaying a foreign currency loan, in accordance with the wording in Appendix “C” attached to this Facility Deed.

3.2. It is hereby clarified that the undertakings included in each of the Documents of General Terms is in addition to our undertakings in this Facility Deed and nothing stated in any

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document from the Documents of General Terms will be taken as derogating from any rights of the Bank pursuant to this Facility Deed. It is nevertheless clarified that the provisions of the Documents of General Terms are subject to the provisions of this Facility Deed with regard to any matter discussed in the context of the Documents of General Terms. In any instance of discrepancy or non-congruence between that stated in any of the Documents of General Terms and that stated in this Facility Deed, the provisions of the Facility Deed will prevail.

3.3. In any event, the grant of the Banking Services by the Bank will be conditional upon our signing the relevant document from the Documents of General Terms.

4. Interest

For Banking Services of the following types: CLA FC Credit, On-Call Credit and FC Loans the interest will be at a rate of 2.5% per annum (hereinafter – “the Margin”) above wholesale interest (as defined below).

Notwithstanding the aforesaid –

(I) In the event that the rating of the guarantor (as defined below) and/or of the series of bonds of the guarantor are downgraded below an (A-) rating from S&P Maalot – the Israel Securities Rating Co. Ltd. and/or an equivalent rating from Midroog Ltd. and/or another rating agency approved by the Commissioner for the Capital Market, Insurance and Savings, which of these is the lowest (hereinafter “the Rating”), the Margin will be raised as detailed below:

a. If the Rating is downgraded to (BBB+), the Margin will be raised by 0.25% per annum (viz., the interest will be at a rate of 2.75% per annum above wholesale interest (as defined below);

b. For any downgrade of two additional rating grades, the Margin will be raised by a further 0.25% per annum (for example: if the Rating is downgraded from (BBB+) to (BBB-), the interest will be at a rate of 3% per annum above wholesale interest; if the Rating is downgraded from (BBB-) to (BB), the interest will be at a rate of 3.25% per annum above wholesale interest).

(The wholesale interest (as defined below) plus the Margin will hereinafter be referred to, in relation to the relevant Credit, as – “the Interest”.)

“Wholesale interest” is defined as – the rate of interest before any Margin increment used by the Bank for setting interest for its customers for the purpose of granting credit – in an amount, of a type, and for a period that are similar to the amount, type and period of the Credit under discussion, at the time of granting the Credit under discussion. The aforesaid applies to both Credit that bears interest at a fixed rate and also to Credit that bears interest at a variable rate. In the case of variable interest, the rate of interest set for the Credit under discussion in accordance with the principles set out above will vary during the period of the Credit under discussion, but only in accordance with changes in the rate of the base interest (for example: Prime interest or LIBOR interest), and all being subject to the provisions of the documents for the grant of the Credit under discussion. The Bank’s notification regarding its wholesale interest will be binding upon us.

The Interest, as well as the Interest period, will be calculated in accordance with the provisions of the documents for the Credit under discussion.

Arrears interest will be at a rate of 4% above the Interest rate.

5. Collateral

5.1. The following will serve, to the full satisfaction of the Bank, as continuous collateral to guarantee the full and exact payment of all amounts due and/or falling due to the Bank, with respect to the Credit, including fees and expenses, that is the subject of this Facility Deed and/or is granted pursuant to this Facility Deed and/or pursuant to any document from the Documents of General Terms (hereinafter – “the Above Amounts”), and also of all our other duties and obligations toward the Bank pursuant to the documents that we have signed and/or that we will sign in favor of the Bank:

5.1.1. A first-ranking fixed charge, in an unlimited amount, on 20,580,362 shares of Gazit-Globe Ltd. (hereinafter – “Gazit-Globe”), a company whose shares are listed on the Tel-Aviv Stock Exchange, as well as other Gazit-Globe shares, to the extent that such are pledged by us, subject to the proviso that the Gazit-Globe shares pledged to

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the Bank do not constitute more than 20% of the issued and paid-up share capital of Gazit-Globe at any time (hereinafter – “the Pledged Shares”), and all the rights with respect thereto, including all dividends with respect to those shares. The Pledged Shares will be deposited in account no. 615059 in the name of Poalim Trust Services Ltd., as trustee on our behalf, at the Central Branch (600) of the Bank and in any other account held in the name of Poalim Trust Services Ltd. at the Bank, as trustee on our behalf, and will stand in lieu of the aforesaid account (hereinafter – “the Account”).

It is agreed between the parties that, shortly after signing this Facility Deed, the Pledged Shares will be transferred from the Account in the name of Poalim Trust Services Ltd. specified above, and will be deposited in an account at the Bank in the name of the Company and owned by it, and, accordingly, we will sign appropriate deeds amending the collateral documents with respect to the Pledged Shares.

Notwithstanding the aforesaid, it is agreed that, so long as a “Breach Event” as defined in clause 8 below has not occurred, we will have the right to receive for our disposition all fruits resulting from the Pledged Shares, including and especially dividends.

5.1.2. A fixed charge on all our rights in the Account, including pursuant to the account opening documents (which include the right to receive balances standing to the credit of the Account), and to all funds and/or assets (including securities) deposited and/or held in the Account and/or standing to its credit, including all the rights, income, and proceeds belonging to us with respect to and in connection with the Account, the aforesaid funds and/or assets and their fruits.

A floating charge on all the funds and/or assets (including securities) to be deposited and/or to be held in the Account and/or that will stand to its credit, including all the rights, income, and proceeds that will accrue to us with respect to and in connection with the Account, the aforesaid funds and/or assets and their fruits.

5.1.3. A continuous guarantee, in an unlimited amount, from Gazit Inc. (hereinafter – “the Guarantor”).

5.2. The collateral specified in clause 5.1 above is continuous collateral that will remain in effect irrespective of any account closure or other matter or event, no matter of what sort or kind, and it will remain in full force until the full and final repayment of all the amounts that we owe and/or will owe to the Bank and that are secured by the above collateral.

5.3. Notwithstanding the matters referred to heretofore and hereinafter, the Bank will from time to time, at our request, permit the release of part of the Pledged Shares, so long as a “Breach Event” as defined in clause 8 below has not occurred, and provided that, subsequent to the aforementioned release, the ratio between the amount of the Credit taken on account of the Facility and the market value of the Pledged Shares (as defined in clause 8.2 below) remaining in the Account after the aforementioned release does not exceed 0.45 (zero point forty five).

5.4. [Revoked].

In order to remove any doubt, in any situation where the Bank demands the immediate repayment of the Above Amounts, in their entirety or in part, as stated in clause 8 below, the Bank will be entitled to make a set off against the funds and assets held in any of our accounts, and/or in any of the accounts of Poalim Trust Services Ltd., serving as trustee on our behalf and on behalf of the Bank within the framework of the pledges detailed above, and/or to dispose of the Pledged Shares (and, in relation to the sale of the Pledged Shares incidental to the foreclosure of the pledge thereon – subject to giving at least 3 days’ prior notice), in their entirety or in part – and all at the sole discretion of the Bank, and subject to giving the required notice – if so required – in accordance with the relevant documents.

6. Preconditions

Without derogating from or prejudicing the other rights of the Bank pursuant to this Facility Deed and/or pursuant to any document from the Documents of General Terms, we hereby confirm that we

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are aware that the grant of the Credit Facility and the Banking Services, or any of these, to us, is subject to the prior fulfillment of the following, cumulative conditions to the full satisfaction of the Bank:

6.1. The absence of any legal prohibition.

6.2. The non-occurrence of an event that constitutes a “Breach Event” as defined in this Facility Deed, or an event that, with the passage of time, or after giving notice or warning, will constitute an event that allows the Bank, in accordance with the provisions of this Facility Deed, to demand the immediate repayment of any of the Banking Services.

6.3. Compliance with all the undertakings included in this Facility Deed. It is agreed that non-compliance with any undertaking that, in the opinion of the Bank, is material will constitute an obstacle to granting the Credit Facility and/or the Banking Services, in their entirety or in part.

6.4. Providing the Bank with a Board of Directors’ minute regarding decisions taken for the receipt of the Credit Facility and to provide the Bank with the collateral and the undertakings in relation thereto, or a certification from the Company’s lawyer regarding the taking of the aforesaid decisions.

6.5. Provision of the collateral set forth in clause 5 above. We will bear all the costs involved in creating the collateral.

6.6. Our signature on the relevant document from the Documents of General Terms.

6.7. Payments of the fees detailed in clause 7 below, according to the dates set forth therein.

6.8. Our providing the Bank with a list of the companies included in the Guarantor’s balance sheet on an expanded stand-alone basis, with details of the holdings of these companies.

6.9. At the time of granting the Credit Facility, the ratio between the Credit Facility and the market value of the Pledged Shares is not to exceed 0.6.

6.10. At any time when Credit is drawn down from the Facility, the ratio between the amount of Credit taken on account of the Facility (through to said drawn-down and including the amount of the last, aforementioned draw-down) and the market value of the Pledged Shares (as defined in clause 8.2 below) is not to exceed 0.6.

6.11. As of the date of signing this Facility Deed, the Rating of the Guarantor and of the series of the Guarantor’s bonds is to be at least (A/Negative) from S&P Maalot – the Israel Securities Rating Co. Ltd.

For its part, the Bank will do its utmost to inform us as soon as possible if one or more of the conditions listed above are not being fulfilled to its satisfaction.

7. Fees

We will pay the Bank the following fees:

7.1. An up-front fee at a rate of 0.1% (zero point one percent) per annum of the total Credit Facility. This fee will be collected in full on the date of signing this Facility Deed, in advance through to the End of the Utilization Period, and will not be refundable, except in the event of the Credit Facility being canceled or reduced at the request of the Bank, as a result of regulatory restrictions applicable thereto and except in the event of early repayment in full in the circumstances prescribed in clause 13.1 below (and, in such an event, the part of the up-front fee to be refunded will be pro-rata to the period remaining to the End of the Utilization Period and/or pro-rata to the percentage reduction in the Facility, as the case may be).

7.2. A non-utilization fee at a rate of 0.45% (zero point forty five percent) per annum of the amount of the unutilized balance of the Credit Facility. This fee will be collected at the end of each calendar quarter that passes (and with regard to a part of a quarter, an appropriate proportion of the amount of the aforementioned non-utilization fee will be paid).

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The calculation of this fee will be performed as follows:

Once a week, the Bank will check the unutilized balance of the Credit Facility and at the end of each calendar quarter will calculate the average unutilized balances of the Credit Facility, which are checked once a week as stated, with the non-utilization fee being calculated on the resulting average.

7.3. A one-time fee at the rate of USD 30,000 (thirty thousand US dollars), which will be collected on the date of our signing this Facility Deed. The one-time fee will not be refundable, except in the event of early repayment in full in the circumstances prescribed in clause 13.1 below (and, in such an event, the part of the one-time fee to be refunded will be pro-rata to the period remaining to the End of the Utilization Period).

7.4. Likewise, we undertake to pay any impost, levy or similar payment, if any, imposed in connection with pledging the Pledged Shares.

7.5. Additional fees and expenses as agreed and/or to be agreed between ourselves and the Bank in writing.

We hereby confirm and instruct the Bank to charge Our Account with the above fees on the relevant dates.

8. Immediate Repayment of the Above Amounts

Without derogating from the generality of the provisions of this Facility Deed, upon the occurrence of any of the situations detailed below (each of the situations detailed below will be referred to heretofore and hereinafter as – “a Breach Event”), the Bank will be entitled to demand immediate repayment of the Above Amounts, in their entirety or in part. In such a situation, we undertake to pay the Bank all the amounts due and falling due to the Bank on account of the Credit, and the Bank is entitled to charge us all the Above Amounts and to take whatever measures it deems appropriate to collect them and, in particular, to foreclose on the collateral, in any legally permitted manner, at our expense:

8.1. If we breach any of the undertakings pursuant to this Facility Deed or any of our undertakings pursuant to any document from the Documents of General Terms and/or pursuant to any of the collateral documents provided to secure the Above Amounts, which is a material undertaking in the opinion of the Bank, and the aforesaid breach, to the extent that it can be rectified, is not rectified within 14 business days from the date of receiving written notice thereof from the Bank (to eliminate any doubt – the provisions of this clause 8.1 do not apply in relation to the specific instances detailed in the remaining sub-clauses of clause 8 hereunder, with regard to which the specific arrangements prescribed in any one of the aforesaid sub-clauses will apply), or, if it is revealed that any of the declarations made in this Facility Deed and/or in any document from the Documents of General Terms and/or in any of the collateral documents and/or in any other declaration made and/or to be made to the Bank by ourselves is incorrect or is inaccurate in a way that is material in the opinion of the Bank;

8.2. If the ratio between our indebtedness to the Bank and the market value of the Pledged Shares is greater than 0.7, and provided that an event as referred to above has not been rectified within 3 (three) business days from the date of it materializing, by means of providing the Bank with additional collateral to its full satisfaction and/or by repaying Credit so that the above ratio does not exceed 0.7. It is hereby agreed that the aforesaid additional collateral may be in the form of a pledge created in favor of the Bank on additional Gazit-Globe shares, subject to the proviso that the Gazit-Globe shares pledged to the Bank do not constitute more than 20% of the issued and paid-up share capital of Gazit-Globe at any time.

“The market value of the Pledged Shares” is defined as – the quantity of the Pledged Shares multiplied by their average price on the Tel Aviv Stock Exchange (hereinafter – “the Stock Exchange”) during the 5 days preceding the examination date. The examination of the market value of the Pledged Shares on the Stock Exchange may be conducted by the Bank at any time and from time to time;

8.3. If the ratio between the average of Gazit-Globe’s Funds From operations (FFO), as defined below, in the last two quarters preceding the relevant examination date multiplied by the percentage of the Pledged Shares out of the total of Gazit-Globe’s issued and paid-up share capital at each relevant examination date, to: the cumulative amount of the Interest due from

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us with respect to the Banking Services for the aforesaid examination period, is less than 1.75. The ratio referred to in this clause 8.3 above will be examined every quarter, at the end of each quarter.

For the purpose of this clause above, the term FFO means – the Direct Result (which is also sometimes referred to as “FFO”), as calculated by Gazit-Globe in accordance with the rules of the European Public Real Estate Association (“EPRA”), which appears in the Board of Directors’ Report of Gazit-Globe, or, in the event of this data not appearing in the Board of Directors’ Report of Gazit-Globe, then as calculated by the Company’s President or its CFO and provided to the Bank with the signed certification of one of the aforesaid.

Notwithstanding the aforesaid, a decrease in the aforementioned ratio to below 1.75 will not be deemed a Breach Event if, within 5 business days of the breach occurring, we deposit in Our Account an amount that is not less than the amount of the aforesaid Interest that is to be paid with respect to the Banking Services for the six-month period following the occurrence of the aforesaid breach, and so long as said amount remains deposited in Our Account.

Notwithstanding the aforesaid, a decrease in the aforementioned ratio to below 1.75 during three consecutive quarters will be deemed a Breach Event, even if the deposit referred to above is deposited in Our Account;

8.4. If the ratio between the total net financial debt of the Guarantor (as defined below) and the total assets of the Guarantor, net of cash (as defined below) is greater than 0.775% at any time, all as reported in the quarterly and annual (consolidated) financial statements of the Guarantor, which are audited or reviewed by a qualified external auditor, at any time and from time to time.

“Net financial debt” means – in relation to every date to which the following refer, respectively – (I) the total of all the obligations and liabilities of the Guarantor – (1) to banks and other financial institutions, and (2) those resulting from bonds of all kinds, including straight bonds and convertible bonds, and (3) with respect to loans that the Guarantor received from related companies or any other third parties, after deducting (II) cash (as defined below), all as presented in the quarterly and annual consolidated financial statements of the Guarantor, which are audited or reviewed by a qualified external auditor, at any time and from time to time.

“Cash” means – in relation to every date to which the following refer, respectively – the total of (1) cash, and (2) short-term deposits with banks and financial institutions licensed by law to conduct financial operations, and (3) short-term investments that are classified as such under the generally accepted accounting principles applicable to us pursuant to the law, and that all constitute part of the current assets of the Guarantor, all as presented in the quarterly and annual consolidated financial statements of the Guarantor, which are audited or reviewed by a qualified external auditor, at any time and from time to time;

8.5. If we take a decision with regard to restructuring (as defined below) and it is not intended that the Company will continue to exist following the aforesaid restructuring;

8.6. If we take, or Gazit-Globe takes, a decision to go into voluntary liquidation and/or a winding-up order is issued against us or against Gazit-Globe; and/or if a liquidation petition is filed against us or against Gazit-Globe and/or is granted against us or against Gazit-Globe; and if a temporary, permanent or other liquidator or a special administrator or a trustee is appointed for us or for Gazit-Globe and/or if a stay of proceedings petition is filed with regard to us and against us, or with regard to and against Gazit-Globe and/or an order to stay the aforesaid proceedings is granted; and/or if discussions are taking place for the purpose of arriving at an arrangement or a compromise proposal between ourselves and our creditors, or between Gazit-Globe and its creditors and/or if such an arrangement or compromise proposal is ratified.

Notwithstanding the aforesaid, if a petition as aforesaid has been filed by a third party , and an interim order has not yet been granted, the Bank will not be entitled to demand the immediate repayment of the Above Amounts, in their entirety or in part, or to act in the manner described at the beginning of clause 8, except after the expiry of 90 days from the date of filing the petition and subject to the amount involved being sufficient, in the opinion of the Bank, to warrant putting our or Gazit-Globe’s, as the case may be, existence as a company and/or the repayment of the Above Amounts at risk;

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8.7. If a receivership petition is filed on our property or on the property of Gazit-Globe in a cumulative amount in excess of USD 50 million and/or if a receivership order is granted in such a cumulative amount and/or if a permanent and/or temporary and/or other receiver is appointed over property in such a cumulative amount.

Notwithstanding the aforesaid, in the case of petitions for which orders have not yet been granted – the Bank will not be entitled to take action pursuant to this cause except after 90 days from the date of filing the petition(s) and subject to the amount involved being sufficient, in the opinion of the Bank, to warrant putting our or Gazit-Globe’s existence and/or the repayment of the Above Amounts at risk;

8.8. If an attachment is imposed or a judicial order granted (including by the Execution Office) ordering the performance of a similar execution measure or the taking of some other form of collection measure on our property and/or on the property of Gazit-Globe with regard to a debt in a cumulative amount in excess of USD 50 million and solely to the extent that the contents of this sub-clause relate to ex parte orders that have been granted, then the Company will be granted a 30-day recovery period to have the attachment or execution measure removed; and/or if an attachment is imposed or a similar execution measure granted or some other form of collection measure is taken or a judicial order (including by the Execution Office) is granted, with regard to any part of the collateral provided and to be provided to secure the repayment of the Above Amounts, and this is with respect to a debt in a cumulative amount in excess of USD 20 million.

Notwithstanding the aforesaid, in the case of petitions for which orders have not yet been granted – the Bank will not be entitled to take action pursuant to this cause except after 21 days from the date of filing the petition;

8.9. If we ceased to repay our debts and/or to conduct our business and/or if Gazit-Globe has ceased to repay its debts and/or to conduct its business;

8.10. If we discontinue our activities or a significant part thereof for a period of 30 consecutive days or more, or if Gazit-Globe discontinues its activities or a significant part thereof for a period of 30 consecutive days or more;

8.11. If any payment of the Above Amounts becomes overdue and is in arrears for longer than 7 business days, unless the delay in making the aforesaid payment is due to a strike at the Bank, rendering it impossible to make the payment;

8.12. If, as a result of a payment delay or repayment default of any debt amount that we and/or Gazit-Globe owe and/or will owe to the Bank and/or any financial institution and/or bondholders (hereinafter, collectively – “Financial Creditor”), a Financial Creditor demands that we and/or Gazit-Globe make immediate repayment of any debt amount that we and/or Gazit-Globe owe and/or will owe to the Financial Creditor in a cumulative amount in excess of EUR 30 (thirty) million (or an amount of equivalent value in another currency), and that the aforesaid Financial Creditor’s demand is not revoked – or that an authorized court does not issue an injunction against complying with the aforesaid demand (and so long as said injunction remains in force) – within 21 business days from the date when it was sent;

8.13. If any of the events listed above in this clause should occur, mutatis mutandis, to the Guarantor;

8.14. If the equity of Gazit-Globe is less than NIS 3.5 billion, as reported in the quarterly and annual (consolidated) financial statements of Gazit-Globe, which are audited or reviewed by a qualified external auditor;

8.15. If the Tel Aviv Stock Exchange Ltd. suspends or discontinues trade in the shares of Gazit-Globe for a period longer than 4 (four) consecutive trading days (during which other trading was conducted on the Tel Aviv Stock Exchange Ltd.);

8.16. If we breach our undertaking to provide the Bank with balance sheets, financial statements, accounting records and other reference material with regard to the state of our business, in accordance with the contents of clause 10 below, and the aforesaid breach is not rectified by us within 14 business days from the date of receiving written notice from the Bank regarding this;

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8.17. If this Facility Deed, in its entirety or in part, and including the collateral documents and/or the collateral provided or to be provided to secure the Above Amounts, ceases to be legally valid and/or ceases to have binding force, unless, within 5 business days from the date of our being informed of this fact, we sign all the documents that we are asked to sign and we take all the measures that we are required to take in order to reinstate the legal validity and/or the binding force of the aforesaid documents;

8.18. If any of our undertakings in favor of the Bank pursuant to this Facility Deed and/or pursuant to the collateral documents is unenforceable and/or is deemed to be illegal and/or invalid, unless, within 5 business days from the date of our being informed of this fact, we sign all the documents that we are asked to sign and we take all the measures that we are required to take in order to reinstate the legal validity of the aforesaid undertakings;

8.19. If the following three conditions have been fulfilled cumulatively:

a. Mr. Chaim Katzman has ceased to be our controlling shareholder (directly or indirectly); and also

b. Mr. Dori Segal did not become our controlling shareholder (directly or indirectly); and also

c. Neither of the following conditions were fulfilled during the 60-day period following the cessation of control referred to in sub-clause a. (and assuming that Mr. Segal did not become a controlling shareholder as referred to in sub-clause b.):

1. The Bank gave its consent to the change in control as described above; or

2. We repaid, by means of an early repayment, the balance of the outstanding Credit and cancelled the Facility.

Notwithstanding that stated in this clause above, if the Bank believes that, in its professional opinion, the waiting periods specified in this clause above will be of such a length as to significantly endanger its rights and/or prejudice its chances of foreclosing on the pledged assets that form the collateral, and/or to demand immediate repayment of the secured amounts and/or to take measures for their collection, the Bank will be exempt from having to wait until the end of the above waiting periods and/or will be entitled to shorten the above waiting periods, provided that the Bank notifies us of this in writing prior to making a demand for immediate repayment.

In addition, the waiting periods referred to above will not be cumulative to (but will overlap with) the waiting periods and/or advance notice periods and/or extension periods granted pursuant to any of the documents which we have signed and/or will sign in connection with the Banking Services and/or the collateral.

9. Right of Transfer; Disclosure of Information

9.1. At any time, the Bank is entitled, at its sole discretion and without having to obtain our consent thereto, to transfer the whole or a proportional part of its rights and obligations in connection with the Credit and pursuant to this Facility Deed and pursuant to the collateral provided and/or to be provided to the Bank for the fulfillment of the obligations in connection with the Credit and pursuant to this Facility Deed (hereinafter – “the Above Rights and Obligations”) solely to any of the other four major banks in Israel (other than Bank Hapoalim Ltd) (hereinafter – “the Transferee”), subject to the provisions of this clause below, and also on condition that the Transferee takes upon itself all the rights and obligations of the Bank, as described in this agreement. We undertake to cooperate, insofar as this is required for the purpose of transferring the Above Rights, including signing any customary document that is required for this purpose, provided that this undertaking by us will not be interpreted as being our consent to bear any additional cost and/or obligation or liability.

“Transfer” is defined as – the sale and/or assignment of the Above Rights, in their entirety or in part, directly and also by means of selling participations in the Above Rights and by any other means that the Bank deems fitting. The Transfer will be made to one Transferee or to several Transferees, at one time or from time to time.

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9.2. The Bank will not be entitled to transfer any information concerning us to any third party. Notwithstanding the aforesaid, the Bank will be entitled, at any time, to disclose information (as defined below) in connection with the transfer of the Above Rights to any corporation that meets the definition of a “Transferee”, as referred to in clause 9.1 above, with whom the Bank is or might be conducting negotiations for the purpose of transferring the Above Rights to it (hereinafter – “Potential Contact”). Likewise, the Bank will be entitled to disclose information to consultants working on its behalf and/or on behalf of a Potential Contact (hereinafter – “Consultants”). The disclosure of information, whether to a Potential Contact or to Consultants, as referred to above, will be done subject to having the Potential Contact and/or the Consultants sign a Non-Disclosure Agreement, in accordance with the wording attached as Appendix D to this Deed.

“Information” is defined as – any information currently available to the Bank and/or that will become available to the Bank in the future, which, in the Bank’s judgment, is necessary or desirable to transfer to a Potential Contact, but solely in connection with the transfer of the Above Rights and Obligations, including, without derogating from the generality of the aforesaid, information about the Credit granted to us pursuant solely to this Facility Deed, and information about the pledges and collateral provided and/or to be provided solely to secure the aforesaid. If, at any future date, the Guarantor ceases to be a reporting corporation, this definition will also include general information about us.

9.3. We will not be entitled to transfer to another any right or obligation in relation to the Credit and/or this Facility Deed, without first receiving the Bank’s written consent.

10. Provision of Balance Sheets and Periodic Financial Statements

10.1. We are aware that, on every occasion when we are required to prepare balance sheets and periodic financial statements pursuant to the law, one of the preconditions for receiving the Credit and/or for the continued existence of the Credit is the provision of such balance sheets and financial statements to the Bank, as required pursuant to the directives of the Banking Supervision Department and/or the Bank of Israel and/or as prescribed by any law and/or by an authorized authority, and we undertake to so provide them, in the format prescribed by the law or in accordance with generally accepted accounting principles and as frequently as we are required to do so by virtue of the provisions of the law or the directives of an authority, as stated.

10.2. We hereby undertake to provide the Bank with the Guarantor’s quarterly balance sheet on an expanded stand-alone basis (as defined below) prepared by the Guarantor (this is neither audited or reviewed by the auditors, nor is it approved by the Guarantor’s Board of Directors), by, and not later than, May 31, August 31 and November 30 of every calendar year, with this being signed by the Guarantor’s most senior financial officer.

Likewise, we undertake to provide the Bank with the Guarantor’s annual balance sheet on an expanded stand-alone basis prepared by the Guarantor (this is neither audited or reviewed by the auditors, nor is it approved by the Guarantor’s Board of Directors), by, and not later than, March 31 of every calendar year, with this being signed by the Guarantor’s most senior financial officer.

10.3. At the request of the Bank from time to time, and within a reasonable time from the date of the Bank making its request, its representative will be permitted to view during the Bank’s normal working hours any balance sheet, financial statements, accounting records, ledger card or ledger, film, books, reference material and other customary documents, as well as any information relating to our financial and operational situation and/or our business position; it is hereby clarified that the passing of information to the Bank is subject to the obligation to safeguard the confidentiality of such information, as covered by the law.

“Balance sheet on an expanded stand-alone basis” is defined as – the balance sheet of the Company consolidated with the balance sheets of private subsidiaries of the Guarantor and where the public subsidiaries of the Guarantor are presented according to the equity method, as prepared by the Guarantor on a quarterly and annual basis, in accordance with generally accepted accounting

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principles in Israel that are applied to the aforesaid balance sheet, mutatis mutandis. It is clarified that the balance sheet on an expanded stand-alone basis is to be prepared by the Guarantor and is to be signed by an officer thereof, and that it is not a financial report that has been audited or reviewed by the auditors of the Guarantor and it has not been approved by the Board of Directors of the Guarantor.

11. Additional Definitions

The meaning of “Restructuring” – a merger or split (as these terms are defined in Chapter E.2 of the Income Tax Ordinance (New Version) or in the Companies Law, 1999 or in the provisions of any law that replaces either of these) and also the transfer of assets in exchange for shares, all as stated in Chapter E.2 of the aforesaid law or elsewhere.

The meaning of “Control” – as this term is defined in the Securities Law, 1968.

12. Substantive Law and Jurisdiction

12.1. This Facility Deed and each of the Documents of General Terms are to be interpreted pursuant to and in accordance with the laws of the State of Israel.

12.2. The designated jurisdiction for the purpose of this Facility Deed and each of the Documents of General Terms is hereby determined as being the authorized court in Tel-Aviv-Jaffa, subject to the Bank being entitled to take any measure in any jurisdiction where we or Gazit Inc., own assets or where their registered office is located.

13. Special Terms

13.1. It is hereby agreed that the Interest rate referred to in clause 4 above and/or the terms and/or the fee rates referred to in clause 7.1-7.2 above will apply through to the End of the Utilization Period, unless it is agreed between ourselves and the Bank, within 30 days of the date of our signature to this Facility Deed, to change the Interest rate and/or to change the terms and/or to change the fee rates, as referred to above (hereinafter, collectively – “a Change in the Terms”).

Notwithstanding anything stated in this Facility Deed heretofore or hereinafter and/or in any of the Banking Services documents, it is hereby agreed that, in the event of no accord being reached between ourselves and the Bank within 30 days of the date of our signature to this Facility Deed with regard to a Change in the Terms – we will be entitled to repay, at the end of the aforesaid 30-day period, by way of an early repayment, the full amount of the Credit, and in such an instance we will not be required to pay any fee or penalty to the Bank for the repayment of the Credit.

13.2. It is hereby agreed that, in the event of the early repayment of the Credit as stated in clause 13.1 above, the contents of clause 7.1 and clause 7.3 will apply with regard to the pro-rata refund of fees.

14. General

14.1. With regard to any matter that is dealt with both in this Facility Deed and also in the General Terms for Opening an Account or in any document from the Documents of General Terms (including the causes and criteria for demanding immediate repayment and the advance notices prior to demanding immediate repayment, if any), only that stated in this Facility Deed will apply; in any instance of discrepancy between that stated in the General Terms for Opening an Account and any of the terms of this Facility Deed, that stated in this Facility Deed will prevail.

14.2. This Credit Facility Deed replaces and cancels the credit facility deed that we signed with the Bank on September 23, 2007 and the amendment deed to the aforesaid credit facility deed that we signed with the Bank on December 31, 2009 and stands in their stead.

Signed by us to attest to the above:

[Signed by] Roni Soffer and Varda Zuntz

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Gazit Israel (Founded by Gazit Inc., Panama) Ltd.
Name:	[By hand] Roni Soffer	Position:
Name:	[By hand] Varda Zuntz	Position:	[By hand] Company Secretary

Certification of Lawyer

I, the undersigned, [By hand] Shaul Hayoun, Adv., being the lawyer for Gazit Israel (Founded by Gazit Inc., Panama) Ltd. (hereinafter – “the Company”) do hereby certify that the above document has been signed for the Company by Messrs. [By hand] Roni Soffer ID No. [By Hand] 027943042 and [By hand] Varda Zuntz ID No. [By hand] 052132115, who are officers of the Company, as referred to in Section 39 of the Companies Law, 1999 [By hand] authorized signatories of the Company, this being as legally resolved by the Company and in accordance with the Company’s documents of incorporation – and that the above signatures bind the Company for all intents and purposes.

Date [By Hand] 25/5/10	[Signed by] Shaul Hayoun
	[Stamped] SHAUL HAYOUN, ADV.
	License No. 23475
	Lawyer’s signature and stamp

We hereby certify our agreement to the aforesaid.

Bank Hapoalim Ltd.

Head Office Management

A. Nemesh       A. Avraham

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EX-99.3

Exhibit 3

AMENDMENT DEED

TO CREDIT FACILITY DEED FROM MAY 24, 2010

Drawn up and signed on [By hand] 26 of [By hand] July, 2010

Between:	Bank Hapoalim Ltd. (hereinafter – “the Bank”)	The First Party;
And:	Gazit Israel (Founded by Gazit Inc., Panama) Ltd. Company No. 511512295 (hereinafter – “the Borrower”)	The Second Party;

Whereas	On May 24, 2010, a credit facility deed was signed between the Company [sic] and the Bank in connection with a credit facility for NIS 300 million (hereinafter – “the Credit Document”);
And Whereas	At the request of the Company [sic], the Parties wish to amend the Credit Document, only partially, as stated in this amendment deed below;
Hence	The Parties hereby agree to amend the Credit Document as follows:

1. The prelude to this facility deed is an integral part thereof.

2. The Credit Document is to be amended as follows:

2.1. Clause 4 (titled – “Interest”) is to be amended whereby in the second line, the words “…of 2.5% per annum …” will be replaced by the words “… of 2.25% per annum …”.

In the second line of sub-clause a. of clause 4, the words “…at a rate of 2.75% per annum …” will be replaced by the words “…at a rate of 2.5% per annum …”.

In the third line of sub-clause b. of clause 4, the words “…at a rate of 3% per annum …” will be replaced by the words “…at a rate of 2.75% per annum …” and, in the fourth line of the same sub-clause, the words “…at a rate of 3.25% per annum …” will be replaced by the words “…at a rate of 3% per annum …”.

2.2. In the first line of sub-clause 7.1 of clause 7 (titled – “Fees”), the words “…at a rate of 0.1% (zero point one percent) per annum …” will be replaced by the words “…at a rate of 0.12% (zero point twelve percent) per annum …” and, in the first line of sub-clause 7.2, the words “…at a rate of 0.45% (zero point forty five percent) per annum …” will be replaced by the words “…at a rate of 0.20% (zero point twenty percent) per annum …”.

2.3. In clause 8 (titled – “Immediate Repayment of the Above Amounts”), sub-clause 8.12 is revoked and is replaced by a new sub-clause 8.12, worded as follows:

“8.12    a. If, as a result of a payment delay or repayment default of any debt amount of ours and/or of Gazit-Globe toward the Bank and/or any financial institution and/or bondholders (hereinafter, collectively – “Financial Creditor”), a Financial Creditor declares, or demands that we and/or Gazit-Globe make, immediate repayment of any debt amount of ours and/or of Gazit-Globe toward the aforesaid Financial Creditor in a cumulative amount in excess of EUR 30 (thirty) million (or an amount of equivalent value in another currency), and/or if any Financial Creditor forecloses on any pledge provided to him by ourselves (or on our behalf) or by Gazit-Globe (or on its behalf) in connection with any debt of ours or of Gazit-Globe toward the aforesaid Financial Creditor in a cumulative amount in excess of EUR 30 (thirty) million (or an amount of equivalent value in another currency), unless the aforementioned declaration and/or demand and/or foreclosure have been revoked or unless an authorized court has issued an injunction against the aforesaid declaration, demand or foreclosure, within 21 business days from the date of the aforesaid declaration, demand or foreclosure, as the case may be;

b. If a Financial Creditor or Financial Creditors declare the immediate repayment of any debt of ours or of Gazit-Globe in a cumulative amount in excess of EUR 30 (thirty) million (or an amount of equivalent value in another currency), prior to its designated repayment date, or if we or Gazit-Globe are demanded, as a result of any breach, to make an early repayment, a repurchase or a redemption of the aforesaid debt, prior to its designated repayment date (viz., acceleration), except in instances where the aforesaid declaration or demand is the result of a payment delay or repayment default of any debt, and the aforesaid declaration or demand has not been revoked within 14 business days from the date of the aforesaid declaration or demand, as the case may be, unless we or Gazit-Globe object to the aforesaid declaration or demand, in good faith and on the basis of reasonable grounds;”

2.4. Clause 13 (titled – “Special Terms”) is hereby revoked.

2.5. In the third line of sub-clause 14.2 of clause 14 (titled – “General”), before the words “and stands in their stead”, the following words are to be inserted – “and the amendment deed to the aforesaid credit facility deed that we signed with the Bank on March 30, 2010”.

3. In order to remove any doubt, it is clarified that nothing stated in this Deed is to be taken as prejudicing and/or derogating from any of the rights of the Bank pursuant to the Credit Document and/or the other documents that the Borrower has signed and/or is to sign in favor of the Bank.

4. The Parties hereby expressly agree that all the other terms of the Credit Document will remain unchanged and in full force.

5. This Amendment Deed constitutes an integral part of the Credit Document.

Signed by us to attest to the above:
[Signed by] Gil Kotler and Varda Zuntz	[Signed by two signatories] [Stamped] BANK HAPOALIM LTD HEAD OFFICE MANAGEMENT
Gazit Israel (Founded by Gazit Inc., Panama) Ltd.	The Bank

Certification of Lawyer

I, the undersigned, [By hand] Efrat Haimi, Adv., being the lawyer for Gazit Israel (Founded by Gazit Inc., Panama) Ltd. (hereinafter – “the Company”) do hereby certify that the above document has been signed for the Company by Messrs. [By hand] Gil Kotler ID No. [By hand] 022308498 and [By hand] Varda Zuntz ID No. [By hand] 052132115, who are authorized signatories of the Company, this being as legally resolved by the Company and in accordance with the Company’s documents of incorporation – and that the above signatures bind the Company for all intents and purposes.

Date [By hand] 26.7.2010	[Signed by] Efrat Haimi
	[Stamped] EFRAT HAIMI, ADV.
	16, Abba Hillel St., Ramat Gan
	License No. 3810?
	Lawyer’s signature and stamp

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