Kenon : OPC ENERGY LTD – Form 6-K

OPC ENERGY LTD.

Report of the Board of Directors regarding the Company’s Matters

for the Six-Month and Three-Month Periods Ended June 30, 2022

The Board of Directors of OPC Energy Ltd. (hereinafter – “the Company”) is pleased to present herein the Report of the Board of Directors regarding the activities of the Company and its investee companies, the financial statements of which are consolidated with the Company’s financial statements (hereinafter – “the Group”), as at June 30, 2022 and for the six-month and three-month periods then ended, in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter – “the Reporting Regulations”). The six-month period ended June 30, 2022 will be referred to hereinafter as – “the Period of the Report”.

The review provided below is limited in scope and relates to events and changes in the state of the Company’s affairs during the Period of the Report that have a material effect on the data included in the interim financial statements and on the data in the Description of the Company’s Business, and is presented based on the assumption that the reader has the Company’s Periodic Report for 2021 which was published on March 27, 2022 (Reference: 2022-01-029931), (hereinafter – “the Periodic Report for 2021”)¹, which includes, among other things, the Description of the Company’s Business part, the Report of the Board of Directors and the financial statements for the year ended December 31, 2021 (hereinafter – “”the Consolidated Financial Statements for 2021”), which were included in the Company’s Periodic Report for 2021, and the Company’s quarterly report for the first quarter of 2022, which was published on May 25, 2022 (Reference: 2022-01-051603) (hereinafter – “the First Quarter Report”). That stated in the Periodic Report for 2021, the Consolidated Financial Statements for 2021 and the First Quarter Report, is included herein by reference.

Presented together with this report are the consolidated interim financial statements of the Company and its subsidiaries for the six-month and three-month periods ended June 30, 2022 (hereinafter – “the Interim Statements”), and on the assumption that this Report is read together with the Periodic Report for 2021 and the First Quarter Report. In certain cases, details are provided regarding events that took place after the date of the Interim Statements and shortly before the submission date of the report. The Interim Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and in accordance with Part D of the Reporting Regulations. In this report, the term “dollar” means the United States dollar.

It is emphasized that the description in this report contains forward-looking information, as defined in the Securities Law, 1968 (hereinafter – “the Securities Law”). Forward-looking information is uncertain information relating to the future, including projections, assessments, estimates, plans or other information relating to a future matter or event, the realization of which is uncertain and/or outside the Company’s control. The forward-looking information included in this report is based on information or assessments existing in the Company as at the submission date of this report and there is no certainty they will materialize or the actual manner of their materialization, which could be different, even significantly, from that stated in this report – this being due to, among other things, changes in market conditions, regulatory factors, risk factors applicable to the Company’s activities and/or factors that are not under the Company’s control.

Except for the reviewed data from the Interim Statements appearing in this report, the data of Directors’ Report has not been audited or reviewed by the Company’s auditing CPAs.

It is noted that in some of the cases an additional description was provided in order to present a more comprehensive picture of the matter being addressed or the relevant business environment. References to Immediate Reports in this Report include the information included in the said Immediate Reports by means of reference.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs

General

The Company is a public company the securities of which are listed for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter – “the Stock Exchange”).

As at the date of the report, the Company is engaged in two areas of activity that are reported as business segments in its financial statements: (1) generation and supply of electricity and energy in Israel – the Company manages its activities in Israel mainly through the subsidiary, OPC Power Plants Ltd. (formerly – OPC Israel Energy Ltd.) (“OPC Power Plants”), which as at the date of the report is wholly owned by the Company. It is noted that the Company includes the activities of Gnrgy, the shares of which (as at the date of the report – about 51% of Gnrgy’s shares) were acquired by the Company in 2021 and its activities are included in the Company’s activities in Israel; and (2) generation and supply of electricity and energy in the United States – as at the date of the report the Company manages its activities in the U.S. through CPV Group LP (“the CPV Group”), which is held at the rate of 70% (indirectly) by the Company². For details regarding a description of the Company’s activities in its activity areas – see Sections 2.2, 7 and 8 to Part A (Description of the Company’s Business of the Periodic Report for 2021.

For details regarding entry into a transaction with Veridis Power Plants Ltd.³ for investment and a structural change in the area of the activities in Israel – see Section 3C to the report below, the Company’s Immediate Report dated February 6, 2022 (Reference No.: 2022-01-013593), Section 2.4.3 of Part A in the Periodic Report for 2021 and the Immediate Report dated May 9, 2022 (Reference No.: 2022-01-045294). As at the date of the report, the transaction had not yet been completed and it is subject to preconditions that have not yet been fulfilled.

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter

1) Operating projects

Set forth below are main details with reference to the operating projects in Israel:

Rate of

Presentation

holdings

format

of OPC

in the

Type of

Year of

Capacity

Power

financial

project/

commercial

Project

(MW)⁴

Plants

statements

Location

technology

operation

OPC Rotem Ltd. (“Rotem”)

466

⁵80%

Subsidiary

Rotem Plain

Natural gas, combined cycle

2013

OPC Hadera Ltd. (“Hadera”⁶)

144

100%

Subsidiary

Hadera

Natural gas, cogeneration

2020

²	The said rate of holdings does not take into account the profit participation units that were issued to employees of the CPV Group, as stated in Note 18C to the consolidated financial statements for 2021.

³	To the best of the Company’s knowledge, Veridis is a wholly-owned subsidiary of Veridis Environment Ltd., the securities of which are traded on the Tel-Aviv Stock Exchange.

⁴	Based on that provided in the relevant generation license.

⁵	The rate of holdings of OPC Power Plants in Rotem will increase to 100% upon completion of the Veridis transaction, subject to fulfillment of the preconditions, as detailed in Section 3C below.

⁶	In addition, Hadera holds the Energy Center (boilers and turbines located on the premises of Infinia Works Ltd. (formerly – Hadera Paper Mills Ltd.)), which serves as back-up for supply of steam from the Hadera power plant. It is noted that the turbine in the Energy Center is not operating.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

1) Operating projects (Cont.)

Set forth below are main details with reference to the operating projects in the United States:

Presentation

Rate of

format

holdings

in the

Type of

Year of

Restricted

Capacity

financial

project/

commercial

market⁷

Project

(MW)

CPV

statements

Location

technology

operation

customer

CPV Fairview LLC (“Fairview”)

1,050

25%

Associated company

Pennsylvania

Conventional powered by natural gas in a combined cycle⁸

2019

PJM

MAAC

CPV Towantic LLC (“Towantic”)

805

26%

Associated company

Connecticut

Conventional powered by natural gas (two fuels) combined cycle

2018

ISO-NE

CPV Maryland LLC (“Maryland”)

745

25%

Associated company

Maryland

Conventional powered by natural gas combined cycle

2017

PJM SW

MAAC

CPV Shore Holdings LLC (“Shore”)

725

37.53%

Associated company

New Jersey

Conventional powered by natural gas combined cycle

2016

PJM

EMAAC

CPV Valley Holdings LLC (“Valley”)

720

50%

Associated company

New York

Conventional powered by natural gas (two fuels) combined cycle

2018

NYISO

Zone G

CPV Keenan II Renewable Energy Company LLC (“Keenan”)

152

100%

Subsidiary

Oklahoma

Wind

2010

SPP (long-term PPA)

⁷	For additional details regarding the relevant area of activities of each project in the restricted market – see Part 6 below.

⁸	The possibility exists for a mix of ethane of up to 25%.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

2) Initiation and construction projects

Main details with reference to the initiation and construction projects in Israel⁹:

Total cost of

Power

Date/

Total

the investment

plants/

expectation

expected

as at

facilities

of the start

construction

June 30,

for

of the

Main

cost

2022

generation

Capacity

Rate of

commercial

customer/

(NIS

of energy

Status

(megawatts)

holdings¹⁰

Location

Technology

operation

consumer

millions)

Zomet Energy Ltd. (“Zomet”)

Under construction

≈ 396

100%

Plugot Intersection

Conventional with open cycle

The first quarter of 2023

The System Operator¹¹

¹²≈ 1,500

¹³≈ 1,312

⁹

That stated in this report in connection with projects that have not yet reached operation (Zomet, Sorek, facilities for generation of energy on the consumer’s premises, Rotem 2 and Hadera 2), including with reference to the expected operation date and the anticipated cost of the investment, is “forward-looking” information, as it is defined in the Securities Law, which is based on the Company’s estimates and assumptions as at the publication date of the report and regarding which there is no certainty it will be realized (in whole or in part). Completion of the said projects may not occur or may occur in a manner different than that stated above due to, among other things, dependency on various factors, including those that are not under the Company’s control, including assurance of connection to the network and output of electricity from the project sites and/or connection to the infrastructures (including gas infrastructures), receipt of permits, completion of planning processes and licensing, completion of construction work, final costs in respect of development, construction and land, and the terms of undertakings with main suppliers and there is no certainty they will be fulfilled, the manner of their fulfillment or what their final terms will be. Ultimately technical, operational or other delays and/or breakdowns and/or an increase in expenses could be caused, this being as a result of, among other things, various factors as stated above or as a result of occurrence of one or more of the risk factors the Company is exposed to, including construction risk, regulatory risks, macro-economic changes and/or the Coronavirus crisis and the impacts thereof on, among other things, the supply chain, raw-material prices and transport (deliveries). For additional regarding risk factors, including the risk factors involved in construction projects – see Section 19.3 of Part A of the Periodic Report for 2021. It is clarified that delays in completion of the projects could impact the ability of the Company and the Group companies to comply with their obligations to third parties (including, authorities, lenders, yard consumers and others) in connection with the projects.

¹⁰	Companies consolidated in the Company’s financial statements.

¹¹	Noga Management of Electricity Systems Ltd.

¹²

The estimate of the costs, as stated, does not take into account half of the assessment issued by Israel Lands Authority in January 2021, in the amount of about NIS 200 million (not including VAT) in respect of capitalization fees, while as at the submission date of the report the Company had filed a valuation appeal and a hearing has been scheduled. For additional details – see Section 8.11.6 to Part A of the Periodic Report for 2021.

¹³	Not including amounts relating to milestones provided in the Zomet Power Plant construction agreement that were partially completed.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

2)Initiation and construction projects (Cont.)

Main details with reference to the initiation and construction projects in Israel⁶: (Cont.)

Total cost of

Power

Date/

Total

the investment

plants/

expectation

expected

as at

facilities

of the start

construction

June 30,

for

of the

Main

cost

2022

generation

Capacity

Rate of

commercial

customer/

(NIS

of energy

Status

(megawatts)

holdings⁸

Location

Technology

operation

consumer

millions)

OPC Sorek 2 Ltd. (“Sorek 2”)

Under construction

≈ 87

100%

On the premises of the Sorek B seawater desalination facility

Cogeneration

The fourth quarter of 2023

Yard consumers and the System Operator

≈ 200

≈ 61

Facilities for generation of energy located on the consumer’s premises

In various stages of initiation / development

Projects with a cumulative scope of about 103 megawatts. The Company intends to act to expand projects with a cumulative scope of at least 120 megawatts¹⁴

¹⁵100%

On the premises of consumers throughout Israel

Conventional and renewable energy (solar, storage)

Gradually starting from the fourth quarter of 2022

Yard consumers also including Group customers

An average of about NIS 4 per megawatt¹⁶

≈ 91

¹⁴

Every facility with a capacity of up to 16 megawatts. The Company’s intention, as stated, reflects its intention as at the publication date of the report only, and there is no certainty that the matters will materialize based on the said expectation, and the said intention is subject to, among other things, the discretion of the Company’s competent organs. As at the publication date of the report, there is no certainty regarding signing of additional binding agreements with consumers, and there is no certainty regarding the number of consumers with which the Company will sign agreements and/or regarding the scope of the megawatts the Company will contract for and/or the type of technology if agreements are signed. As stated, as at the date of the report, all of the preconditions for execution of the projects for construction of facilities for generation of electricity on the customer’s premises had not yet been fulfilled, and the fulfillment thereof is subject to various factors, such as, licensing, connection and construction processes.

¹⁵

The Company operates based on an inter-company arrangement the purpose of which is to arrange the manner of the settlements deriving from construction of the generation facilities by the Company on the premises of Rotem’s customers (which as at the date of the report is held by the Company (indirectly) at the rate of 80%).

¹⁶

Estimate of the commencement dates of the commercial operation and the construction costs constitutes “forward-looking” information as it is defined in the Securities Law. Such information is based on the information in the Company’s possession as at the submission date of the report, and it includes estimates and assessments of the Company as at the submission date of the report, regulatory decisions and the Company’s experience and familiarity with the markets in which it operates. The actual results, with respect to the said information, could be different, even materially, from the estimates and forecasts, this being due, among other things, delays in the construction or in receipt of required permits, changes in the market conditions, factors that are not under the Company’s control, such as, delays in connection to the electricity or gas networks, changes in the costs of the raw materials and the costs of transporting the raw materials, lengthening of the supply times of the raw materials and the like.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

2)Initiation and construction projects (Cont.)

Main details with reference to the initiation and construction projects in Israel⁶: (Cont.)

Power
plants/
facilities
for
generation		Rate of
of energy	Status	holdings¹⁷	Location	Technology¹⁸	Additional information

OPC Hadera Expansion Ltd. (“Hadera 2”)	In initiation	100%	Hadera, adjacent to the Hadera Power Plant	Conventional with storage capability	On December 27, 2021, the plenary National Infrastructures Committee decided to submit NIP 20B for government approval pursuant to Section 76C(9) of the Planning and Building Law, 1965 (“the Planning and Building Law”). For additional details, including in connection with a petition filed with the Supreme Court sitting as the High Court of Justice against the decision of the National Infrastructures Board and others (including Hadera 2) – see Section 7.3.11.1 to Part A of the Periodic Report for 2021. On June 28, 2022, a court decision was rendered whereby the petition was summarily dismissed.

AGS Rotem Ltd. (“Rotem 2”)	In initiation	80%	Rotem Plain, adjacent to the Rotem Power Plant	Being examined further to the decision of the National Infrastructures Committee	On December 27, 2021, the plenary National Infrastructures Committee decided to reject NIP 94, which advanced Rotem 2, however it requested that the developer examine the possibility of using additional technologies on the site. As at the date of the report, the Company is studying the National Infrastructures Committee’s decision and is examining the possibilities, including advancing a power plant using “green technology” with low emissions and/or an electricity storage facility. For additional details – see Section 7.3.11.2 to Part A of the Periodic Report for 2021.

¹⁷	Companies consolidated in the Company’s financial statements.

¹⁸

It is clarified that the characteristics (including the capacity and/or the technology) of the Rotem 2 and Hadera 2 projects, which are in the initial initiation stages, and the advancement of which is subject to, among other things, planning and licensing processes and connection assurance, are subject to changes.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

2)Initiation and construction projects (Cont.)

Main details with reference to the construction projects in the United States:¹⁹

Total

Amount of

estimated

the investment

construction

in the

Rate of

Presentation

cost for

project at

holdings

format

Expected

100% of the

June 30,

of the

in the

commercial

project

2022

Capacity

CPV

financial

operation

Regulated

(NIS

NIS

Project

(megawatts)

Group

statements

Location

Technology

date

market

millions)²⁰

millions)

CPV Three Rivers LLC (“Three Rivers”)

1,258

10%

Associated company

Illinois

Natural gas, combined cycle

The second quarter 2023

PJM

ComEd

≈ 4,525 (≈ $1,293 million)

≈ 3,437

(≈ $982 million)

¹⁹

Details with respect to the scope of the investments in the United States were translated from dollars and presented in NIS based on the currency rate of exchange on June 30, 2022 – $1 = NIS 3.5. The information presented below regarding projects under construction, including regarding the expected commercial structure, the projected commercial operation date and the expected construction costs, including “forward-looking” information, as defined in the Securities Law, regarding which there is no certainty it will materialize (in whole or in part), including due to factors that are not under the control of the CPV Group. The information is based on, among other things, estimates of the CPV Group, and it is also based on plans the realization of which is not certain, and which might not be realized due to factors, such as: delays in receipt of permits, an increase in the construction costs, delays in the construction work and/or technical or operational malfunctions, problems or delays regarding signing an agreement for connection to the network or connection of the project to transmission or other infrastructures, an increase in costs due to the commercial conditions in the agreements with main suppliers (such as equipment suppliers and contractors), problems signing an investment agreement with a Tax Equity Partner regarding part of the cost of the project and utilization of the tax benefits (if relevant), problems signing commercial agreements for of the potential revenues from the project, regulatory changes (including changes impacting main suppliers of the projects), an increase in the financing expenses, unforeseen expenses, macro-economic changes, weather events, the Coronavirus crisis (including delays and an increase in costs of undertakings in the supply chain, transport and an increase in raw-material prices), etc. Completion of the projects in accordance with the said estimates is subject to the fulfillment of conditions which as at the date of the report had not yet been fulfilled and, therefore, there is no certainty they will be completed in accordance with that stated. Construction delays could even impact the ability of the companies to comply with liabilities to third parties in connection with the projects. For additional details regarding the risk factors involved with the activities of the CPV Group – see Section 8.20 of Part A of the Periodic Report for 2021.

²⁰	Including initiation fees and reimbursement of pre-construction development expenses to the CPV Group.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

2)Initiation and construction projects (Cont.)

Main details with reference to the construction projects in the United States¹⁵

Total

Amount of

estimated

the investment

construction

in the

Rate of

Presentation

cost for

project at

holdings

format

Expected

100% of the

June 30,

of the

in the

commercial

project

2022

Capacity

CPV

financial

operation

Regulated

(NIS

NIS

Project

(megawatts)

Group

statements

Location

Technology

date

market

millions)¹⁶

millions)

CPV Maple Hill Solar LLc (“Maple Hill”)

126 MWdc²¹

²²100%

Consolidated

Pennsylvania

Solar

The start of partial operation in the second half of 2022 and full operation in the second half of 2023²³

PJM

MAAC

≈ 700 (≈ $200 million)²⁴

≈ 336

(≈ $96 million)

CPV Stagecoach Solar, LLC (“Stagecoach”)

102

100%

Consolidated

Georgia

Solar

The first quarter of 2024

SERC, the project has signed a long-term PPA

≈ 444

(≈ $127 million)²⁵

≈ 59

(≈ $17 million)

²²

As at the publication date of the report, the CPV Group had signed an agreement of principles with a “tax partner” (“Tax Equity Partner”) for investment of about $45 million in the project, where as at the submission date the binding agreements had not yet been signed. The legislation stated in Section 4B of the report could have an impact on the undertaking in the agreement with a tax partner. For additional details – see Section 8.13.7 to Part A of the Periodic Report for 2021.

²³

For details regarding changes in the expected format and dates for operation of the project due to factors relating to the project’s supplier of the panels – see Section 4H of this report below. The expected operation date of Maple Hill could be delayed even beyond that stated, including as a result of regulatory factors, changes due to market conditions relating to raw materials and supply chains, the Coronavirus crisis or completion of the process of connection with the network by PJM. Delays could impact Maple Hill’s ability to comply with certain availability (capacity) commitments with third parties and could cause, among other possible consequences, payment of agreement compensation. For additional details – see Section 8.1.1.6 to Part A of the Periodic Report for 2021, and Section 5F below.

²⁴

The expected cost of the investment in the project is subject to changes due to, among other things, the final costs involved in supply of the solar panels, as a result of that stated in Section 4H of this report, in the construction and/or connection work. Furthermore, as at the date of the report, the development fees to the CPV Group are estimated at the aggregate amount of about $35 million and are included in the above amount. That stated with reference to the amount of the development fees to the credit of (to the benefit of) the CPV Group constitutes “forward-looking” information as it is defined in the Securities Law, which is based on estimates of the CPV Group as at the date of the report, and that is subject to the final conditions determined, if in fact determined, in a binding agreement with the tax partner, which has not yet been signed.

²⁵

Including development fees estimated as at the date of the report in the amount of about $23 million. That stated with reference to the amount of the development fees to the credit of the CPV Group constitutes “forward-looking” as it is defined in the Securities Law, which is based on estimates of the CPV Group as at the date of the report, and that is subject final conditions to be determined.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

Initiation and construction projects (Cont.)

Set forth below is a summary of the scope of the development projects (in megawatts) in the United States as at the date of the report²⁶:

Technology	Advanced²⁷		Early stage		Total

Solar²⁸		1,450		1,450		2,900
Wind		110		140		250
Total renewable energy		1,560		1,590		3,150
Natural gas*		2,000		2,000		4,000
Storage		–		100-500		100-500

Including two natural gas projects based on a strategy for reducing emissions, which include use of renewable energy, including on the basis of hydrogenium and carbon interment. The projects will include carbon capture on the sites in the scope of at least about 75% of the emissions, and will be capable of integrating hydrogenium. The projects are located in areas where interment of carbon is geologically possible and economically feasible. The CPV Group is developing the project together with GE under a joint development agreement.

²⁶

The information presented in this section with reference to development projects of the CPV Group, including regarding the status of the projects and/or their characteristics (the capacity, technology, the possibility for integrated carbon capture, etc.), constitutes “forward-looking” information as it is defined in the Securities Law, regarding which there is no certainty it will be realized or the manner in which it will be realized. It is clarified that as at the publication date of the report there is no certainty regarding the actual execution of the development projects (in whole or in part), and their progress and the rate of their progress is subject to, among other things, completion of development and licensing processes, obtain control over the lands, signing agreements (such as equipment and development agreements), execution of construction processes and completion of the connection process, assurance of financing and receipt of various regulatory approvals and permits. In addition, advancement of the development projects is subject to the discretion of the competent authorities of the CPV Group and of the Company. It is noted that the Rogue’s Wind project, having a capacity of 114 megawatts that is in the development stages, as stated in Section 8.1.1.6C to Part A of the Periodic Report for 2021, is included in the above table. It is further noted that the construction and operation date of the Rogue’s Wind project is expected to be impacted by changes in the connection processes of PJM, as stated in this report below (similar to other projects in the PJM market).

²⁷

In general, the CPV Group views projects that in its estimation are in a period of up to two years or up to three years to the start of the construction as projects in the advanced development stage (there is no certainty the development projects, including projects in the advanced stage, will be executed). That stated is impacted by, among other things, the scope of the project and the technology, and could change based on specific characteristics of a certain project, as well as from external circumstances that are relevant to a certain project, such as the anticipated activities’ market or regulatory circumstances, including, projects that are designated to operate in the PJM market could be impacted by the changes in the proposed working framework described in Section 8.2.2.1(A) of the of the Periodic Report for 2021 and in this report below, and their progress could be delayed as a result of this proposal. It is clarified that in the early development stages (in particular), the scope of the projects and their characteristics are subject to changes, if and to the extent they reach advanced stages.

²⁸	The capacities in the solar technology included in this report are denominated in MWdc. The capacities in the solar technology projects in the advanced development stages and in the early development stages are about 1,160 MWac and about 1,160 MWac.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

Main developments in the business environment and the Company’s activities in Israel in the period of the report and thereafter:

Update of tariffs for 2022 – on February 1, 2022, the annual update of the electricity tariffs of the Electricity Authority for 2022 entered into effect, according to which the generation component, increased at the rate of about 13.6%, and stood at NIS 0.2869 per kilowatt hour commencing from February 1, 2022. On May 1, 2022, an additional update to the electricity tariff for the rest of 2022 entered into effect, as a result of reduction of the excise tax on use of coal, due to a draft Excise Tax on Fuel Order, which was published by the Ministry of Finance as part of the government’s plan to combat the high cost of living. The generation component after the reduction was NIS 0.2764 per kilowatt hour, a reduction of 3.7% from the tariff determined on February 1, 2022, as stated above. On August 1, 2022, an additional update to the electricity tariff entered into effect for the remainder of 2022 whereby the generation component is NIS 0.314 per kilowatt hour, an increase of 13.6% over the tariff determined in May 2022 and 9.4% of the tariff determined at the beginning of the year. As part of the hearing published by the Electricity Authority on July 11, 2022, it was noted that the background for the tariff update is the global energy crisis, which became more severe due to the war in the Ukraine, and that gave rise to a significant increase in the energy and electricity prices in many countries worldwide. Pursuant to the hearing, that stated led to a sharp increase in the index of the coal prices compared with the price on which the tariff update at the beginning of the year was based, and together with the increase in the currency exchange rate and the CPI, the need was created for an update of the seller’s cost and the electricity tariffs. For additional details regarding the generation tariff and its impact on the Company’s activities – see Section 7.2.4 of Part A of the Periodic Report for 2021 and Note 8A(1) to the Interim Statements. The tariff update is expected to have a positive impact on the Company’s results compared with the corresponding period last year.

Acquisition of a power plant in the Kiryat Gat Industrial Zone – on June 1, 2022, the Company, through OPC Holdings Israel (hereinafter – “the Purchaser”) signed an agreement with Dor Alon Energy Israel (1988) Ltd. (“Dor Alon”) and with Dor Alon Gas Power Plants Limited Partnership (hereinafter together – “the Seller”) for acquisition of all the rights in a power plant located in the Kiryat Gat Industrial Zone (hereinafter – “the Acquisition Agreement”), by means of acquisition of all of the rights in the partnership Alon Energy Centers Limited Partnership (“the Parent Partnership”), which holds, indirectly, through Alon Energy Centers – Gat Limited Partnership (“the Gat Partnership”), all of the rights in the power plant, and acquisition of the rights to receive payments in respect of the shareholders’ loan provided by Dor Alon (“the Rights Being Sold” and “the Transaction”).

The said power plant is a private power plant having a capacity of about 75 megawatts, with conventional technology in an open-cycle, which is located on private land in the Kiryat Gat Industrial Zone (hereinafter – “the Gat Power Plant”). In November 2019, the commercial operation of the Gat Power Plant was commenced, upon receipt of generation and supply licenses for the power plant from the Electricity Authority.

OPC Energy Ltd.

Report of the Board of Directors

1.	Brief description of the Group’s area of activities in the Period of the Report and thereafter (Cont.)

Main developments in the business environment and the Company’s activities in Israel in the period of the report and thereafter: (Cont.)

Pursuant to the terms of the Acquisition Agreement, the Purchaser will acquire the Rights Being Sold for a consideration of about NIS 535 million (“Consideration”), which is subject to adjustments in accordance with the provisions of the Acquisition Agreement, for the balances of cash and working capital. In addition, in connection with the senior debt provided in favor of the Gat Power Plant (“the Gat Power Plant’s Senior Debt”), the Consideration will be adjusted in the following matter: (a) the total amount of the Consideration will be increased in a case of early repayment of the Gat Power Plant’s Senior Debt provided prior to the closing date of the Transaction, in an amount based on the balance of the debt²⁹ and additional adjustments in respect of advancement of the repayment; or (b) if the Gat Power Plant’s Senior Debt is not repaid prior to the closing date of the Transaction, the amount of the Consideration to the Seller is expected to be reduced, in an amount agreed to between the parties relating to the conversion date under the Gat Power Plant’s Senior Debt agreement. The Consideration is to be paid on the closing date, except for the amount of NIS 200 million (or NIS 300 million in a case of early repayment of the Gat Power Plant’s Senior Debt prior to completion of the Transaction), which is to be paid on December 31, 2023.

Completion of the Transaction is subject to fulfillment of preconditions on the dates stipulated in the Acquisition Agreement and up to March 31, 2023, and as detailed in the Acquisition Agreement, including, among others and to the extent required, receipt of approvals from the Electricity Authority and Competition Authority for the Transaction, receipt of approval of the manager of the Gat Power Plant’s Senior Debt for transfer of the rights in the property being sold, conclusion of the agreement of the Gat Partnership with Dorad Energy Ltd., and settlement of collaterals the Seller provided in connection with the power plant in favor of third parties such that as from the completion date the Seller will have no liability to third parties in connection with the Gat Power Plant or the companies being sold and the Purchaser undertook to provide a substitute collateral in place of the Seller in favor of those third parties – all in accordance with the provisions provided in the Acquisition Agreement. On August 24, 2022, merger approval was received from the Competition Authority for the transaction.

As at the date of the report, all the preconditions had not yet been fulfilled and all the required approvals for completion of the Transaction and execution of acquisition of the rights in the Gat Power Plant had not yet been received, and there is no certainty they will be fulfilled and/or the estimated period for their receipt (if ultimately received). Fulfillment of the conditions depends on receipt of approvals and consents of third parties and/or factors that are not under the Company’s control, and therefore as at the date of the report there is no certainty the Transaction will be completed. Furthermore, as at the date of the report, the scope of the Consideration and the costs involved with the Transaction are not final and could change, among other things, due to the above-mentioned adjustments and/or terms of the Gat Financing Agreement and/or the scope of provision of collaterals in connection with completion of the Transaction. For additional details – see the Company’s Immediate Report dated June 2, 2022 (Reference No.: 2022-01-069142).

²⁹	For additional details – see the appendix to the Immediate Report dated June 2, 2022 (Reference No.; 2022-01-069142).

OPC Energy Ltd.

Report of the Board of Directors

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

5.	Additional data regarding activities in Israel

Set forth below is detail of the Company’s revenues from sales in Israel (in NIS millions):

	For the
	Six Months Ended		Three Months Ended
	June 30		June 30
	2022		2021		2022	2021

Revenues from sale of energy to private
customers ⁵² (1)		536		451		245	202
Revenues from private customers in respect of
infrastructure services (2)		144		138		69	68
Revenues from sale of energy to the System Operator
and to other suppliers (3)		57		33		17	17
Revenues from sale of steam		30		28		16	13
Revenues from activities of Gnrgy		14		–		6	–
Total revenues		781		650		353	300

Generation component tariff

On February 1, 2022, an update of the annual electricity tariff of the Electricity Authority entered into effect, pursuant to which the generation component increased by 13.6% and stood at NIS 0.2869 per KW hour. On May 1, 2022, an additional update of the electricity tariff of the Electricity Authority entered into effect, as a result of reduction of the excise tax on use of coal, where in accordance therewith the generation component was NIS 0.2764 per KW hour, which constitutes an increase of about 9.4% over the generation component for 2021, instead of an increase of about 13.6%, as stated.

On August 1, 2022, an additional update to the electricity tariff of the Electricity Authority entered into effect according to which the generation component will be NIS 0.3140 per KW hour, which constitutes an increase of about 13.6% over the generation component determined in May 2022, and an increase of about 9.4% over the tariff determined at the beginning of the year, as stated. For additional details – see Section 3A above.

This weighted-average is attributed to the mix of the consumption in the market, while the mix of the consumption of the customers of Rotem and Hadera power plants is not the same as the mix of the consumption in the market. In 2021, the weighted-average of the generation component tariff was NIS 0.2526 per KW hour. In addition, the Company’s revenues from sale of steam are linked partly to the price of gas and partly to the Consumer Price Index. The increase in the generation component had a positive impact on the Company’s income in the first half of 2022 compared with the corresponding period last year.

In addition, since September 2021 the Company has begun supplying electricity to customers through acquisition of energy from the System Operator, which was acquired at a tariff that includes the supplier and SMP tariff component (marginal semi-annual price) as part of the virtual supply.

⁵²	Including during load reductions.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

5.	Additional data regarding activities in Israel (Cont.)

Availability (capacity) and maintenance work

In the second quarter of 2022, maintenance work was performed in the Rotem Power Plant and the Hadera Power Plant, as stated in Sections 3I and 3K, above, and in the report for the first quarter, which impacted Rotem’s Hadera’s results during the quarter.

During the above-mentioned maintenance, sale of the electricity to the Company’s customers continued, where the Company purchased electricity in order to supply the full extent of the demand during the shutdown.

For the six-month periods ended June 30, 2022 and 2021:

(1)

An increase of about NIS 33 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021. In addition, there was an increase of about NIS 52 million owing to an increase in the weighted-average generation component tariff compared with the corresponding period last year.

(2)

An increase in infrastructure revenues, in the amount of about NIS 6 million, due to an increase in customer consumption, stemming mainly as a result of commencement of the virtual supply activities, which commenced in the third quarter of 2021.

(3)

An increase of about NIS 13 million, in the Hadera Power Plant stemming from an increase in sale of electricity to private suppliers due to higher availability (capacity) of the power plant, compared with the corresponding period last year. In addition, there was an increase, in the amount of about NIS 12 million, mainly due to a decrease in the consumption of customers from the Rotem Power Plant, due to maintenance work at a significant customer.

For the three-month periods ended June 30, 2022 and 2021:

(1)

There was an increase of about NIS 28 million owing to an increase in the weighted-average generation component tariff compared with the corresponding quarter last year, along with an increase, in the amount of about NIS 16 million, due to an increase in customer consumption, stemming mainly from commencement of the virtual supply activities in the third quarter of 2021.

(2)

An increase in infrastructure revenues, in the amount of about NIS 2 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021.

(3)

An increase of about NIS 7 million in the Rotem Power Plant due to a decrease in customer consumption and an increase in the energy surpluses. On the other hand. there was a decrease of about NIS 7 million in the Hadera Power Plant stemming mainly from a decrease in the Power Plant’s availability (capacity) due to maintenance in the second quarter of 2022.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

5.	Additional data regarding activities in Israel (Cont.)

Set forth below is detail of the Company’s cost of sales in Israel (less depreciation and amortization) broken down into the following components (in NIS millions):

	For the
	Six Months Ended		Three Months Ended
	June 30		June 30
	2022		2021		2022	2021

Gas and diesel oil (1)		225		254		101	128
Expenses for acquisition of energy (2)		162		29		105	13
Expenses for infrastructure services (3)		144		138		69	68
Gas transmission costs		16		17		8	9
Operating expenses		42		41		22	20
Expenses from activities of Gnrgy		11		–		5	–
Total cost of sales (less depreciation and
amortization)		600		479		310	238

For the six-month periods ended June 30, 2022 and 2021:

(1)

A decrease in the gas consumption expenses, in the amount of about NIS 37 million, due to maintenance work at the Rotem Power Plant, which was performed during the second quarter of 2022. On the other hand, there was an increase, in the amount of about NIS 8 million, in the gas consumption cost as a result of an increase in the gas price, which is linked to the generation component.

(2)

An increase expenses for acquisition of energy, in the amount of about NIS 68 million, stemming from maintenance work at the Rotem Power Plant that was performed during the second quarter of 2022. In addition, there was an increase in expenses in respect of acquisition of energy, in the amount of about NIS 68 million, deriving from the virtual supply activities, which began in the third quarter of 2021. On the other hand, there was a decrease of about NIS 3 million due to higher availability (capacity) of the Hadera Power Plant compared with the corresponding period last year.

(3)

An increase in infrastructure expenses, in the amount of about NIS 6 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021.

For the three-month periods ended June 30, 2022 and 2021:

(1)

A decrease in the gas consumption expenses, in the amount of about NIS 32 million, stemming from maintenance at the Rotem Power Plant, which was performed during the second quarter of 2022. On the other hand, there was an increase, in the amount of about NIS 5 million, in the gas consumption cost as a result of an increase in the gas price, which is linked to the generation component.

(2)

An increase expenses in respect of acquisition of energy, in the amount of about NIS 54 million, stemming from maintenance at the Rotem Power Plant and the Hadera Power Plant, which was performed in the second quarter of 2022. In addition, there was an increase in expenses in respect of acquisition of energy, in the amount of about NIS 38 million, deriving from the virtual supply activities, which began in the third quarter of 2021.

(3)

An increase in infrastructure expenses, in the amount of about NIS 2 million, stemming from an increase in customer consumption, mainly due to the virtual supply activities, which began in the third quarter of 2021.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States

Energy prices

The natural gas price is significant in determination of the price of the electricity in most of the regions in which the power plants of the CPV Group operate (the main fuel of the conventional power plants of the CPV Group is natural gas). The natural gas prices are impacted by a number of variables, including demand in the industrial, residential and electricity sectors, production and supply of natural gas, natural-gas production costs, changes in the pipeline infrastructure, international trade and the financial profile and the hedging profile of the natural-gas customers and producers.

In the estimation of the CPV Group, the increase in the natural gas price in the second quarter of 2022 stems from, among other things, a strengthening of the global demand, which increases the demand for liquid natural gas from the United States, inventory levels of natural gas that are lower than in the past, a limited increase in production of natural gas and the natural gas crisis in Europe, particularly against the background of the war in the Ukraine. In the estimation of the CPV Group, in general, in the existing production mix, to the extent the natural-gas prices are higher, the prices of the marginal energy will also be higher, and will have a positive increase on the energy margins of the CPV Group. This impact could be offset, in whole or in part, by hedging programs with respect to electricity and gas prices in the natural-gas powered conventional power plants of the CPV Group, which are intended to reduce changes in the CPV Group’s electricity margins due to changes in the commodity prices in the energy market.

In the second quarter of 2022, the electricity prices increased in the markets in which the CPV Group, compared with the corresponding quarter last year. Most of the increase stems from an increase in the prices of natural gas.

The increase in the energy prices in the period of the report was partly offset by hedging agreements, in the Fairview, Shore, Maryland and Towantic power plants. The Valley power plant, which was not hedged with respect to the second quarter of 2022, was favorably impacted by the increase in the energy prices. The purpose of the hedging agreements is to hedge the electricity margins (in the relevant period for every relevant power plant and in accordance with its characteristics) by signing hedging agreements on the gas and electricity prices, usually for short time periods. As at the publication date of the report, most of the hedging agreements are for periods of up to one year. These current hedging plans are in addition to the Revenue Put Option (RPO) agreements that were signed in some of the power plants of the CPV Group, are intended to ensure minimum cash flows for debt service, and are not expected to continue or be renewed beyond their original expiration date. As at the publication date of the report, the estimate of the CPV Group is that about 76% and 42% of the gross profit, which includes the electricity margin and capacity of the power plants of the CPV Group using conventional technology, will be hedged for the balance of 2022 and for 2023, respectively⁵³.

In addition, the increase in the future energy prices gave rise to a requirement to deposit collaterals (that are non lien-based) in order to secure liabilities to parties to the hedging agreements, in the Maryland, Valley and Towantic power plants. The scope of the said collaterals (for 100% of the above-mentioned power plants) was about $95 million as at June 30, 2022 (of which about $26 million reflects the share of the CPV Group in the collaterals). It is noted that in August 2022, the CPV Group provided a collateral, in the amount of $20 million, in favor of a hedge of the Valley power plant, where the partner in the project provided a collateral in the same amount.

⁵³

That stated constitutes “forward-looking” information as it is defined in the Securities Law, which is based on the estimates and forecasts of the CPV Group as at the date of the report and regarding which there is no certainty it will be realized and/or it is subject to changes based on business discretion of the CPV Group. That stated could change as a result of, among other things, changes in the market conditions, availability constraints, changes in the estimates that are the basis of the estimates, as stated.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Energy prices (Cont.)

The following table summarizes the average electricity prices in each of the main markets in which power plants of the CPV Group are active, for the three months ended March 31, 2022 and 2021 (the prices are denominated in dollars per megawatt hour):

	For the
	Six Months Ended		Three Months Ended
	June 30		June 30
Region	2022		2021		2022	2021

PJM West (Shore and Maryland)		66.49		29.59		77.27	28.60
PJM AD Hub (Fairview)		62.85		30.02		77.06	29.71
NY-ISO Zone G (Valley)		83.18		34.24		71.80	27.86
ISO-NE Mass Hub (Towantic)		89.87		39.37		69.25	29.36

Note:

The average electricity prices are based on Day-Ahead prices as published by the relevant ISO, and are not the actual electricity prices of the CPV Group power plants.

Gas prices

The following table summarizes the average gas prices in each of the main markets in which the power plants of the CPV Group operate in the six-month and three-month periods ended June 30, 2022 and 2021. As stated, the gas prices rose in the second quarter of 2022 compared with the corresponding quarter in 2021 due to, among other things, increased demand for electricity in the United States, an increase in the global demand for natural gas and the gas crisis in Europe, an increase in demand for liquid natural gas from the United States (the prices are denominated in dollars per MMBtu)*:

	For the
	Six Months Ended		Three Months Ended
	June 30		June 30
Region	2022		2021		2022	2021

TETCO M3 (Shore, Valley)		6.75		2.79		6.78	2.32
Transco Zone 5 North (Maryland)		7.76		3.23		8.04	2.90
TETCO M2 (Fairview)		5.36		2.41		6.61	2.13
Dominion South (Valley)		5.36		2.34		6.65	2.15
Algonquin (Towantic)		10.41		3.97		7.19	2.49

Source: The average gas prices are based on Day-Ahead prices at gas Midpoints as reported in Platt’s Gas Daily and they are not the actual gas prices of the power plants of the CPV Group.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Capacity payments

PJM market

In the PJM market, the capacity payments vary between the market’s sub-regions, as a function of local supply and demand and transmission capabilities.

Set forth below are the capacity tariffs in the sub-regions that are relevant to CPV’s power plants and in the general market (the prices are denominated in dollars per megawatt per day):

Sub-Region	CPV Plants⁵⁴	⁵⁵2023/2024	⁵⁶2022/2023	2021/2022	2020/2021
PJM – RTO (“General Market”)	Three Rivers	34.13	50	140	76.53
PJM MAAC	Fairview, Maryland, Maple Hill	49.49	95.79	140	86.04
PJM EMAAC	Shore	49.49	97.86	165.73	187.77

Source: PJM

⁵⁴	The Three Rivers project, which is in the construction stages, will be entitled to capacity payments, subject to completion of the construction, commencing from June 2023.

⁵⁵	As determined in capacity tenders in June 2022.

⁵⁶	As determined in capacity tenders in June 2021, as stated in the Report of the Company’s Board of Directors dated June 30, 2021 (Reference No.: 2021-01-070297).

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Capacity payments (Cont.)

NYISO market

Similar to the PJM market, in the NYISO market availability (capacity) payments are made in the framework of a central mechanism for acquisition of capacity. In the NYISO market, there are a number of submarkets, wherein there could be various capacity demands as a function of local supply and demand and transmission capability. NYISO makes seasonal tenders in every spring for the upcoming summer (the months of May through October) and in the fall for the upcoming winter (the months of November through April). In addition, there are supplemental monthly tenders for the balance of the capacity not sold in the seasonal tenders. Power plants are permitted to assure the capacity payments in the seasonal tender, the monthly tender or through bilateral sales. The Valley power plant is in Area G (Lower Hudson Valley).

Set forth below are the capacity prices determined in the seasonal tenders in NYISO market. It is noted that the actual capacity prices for Valley are impacted by the seasonal tenders, the monthly tenders and the SPOT prices, with variable capacity prices every month, as well as bilateral agreements with energy suppliers in the market (the prices are denominated in dollars per kilowatt per month):

Sub-Area		Summer 2022	Winter 2021/2022	Summer 2021	Winter 2020/2021
	–	3.40	1.00	4.09	0.10
Lower Hudson Valley	Valley	4.65	1.01	4.56	0.23

Source: NYISO

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Capacity payments (Cont.)

ISO-NE market

The ISO-NE permits availability (capacity) payments as part of a central mechanism for acquisition of capacity. In the ISO-NE market, there are a number of submarkets, wherein there could be various capacity demands as a function of local supply and demand and transmission capability. Forward capacity tenders are made three years in advance for the capacity year. In addition, there are supplemental monthly tenders for the balance of the capacity not sold in the Forward tenders.

Towantic participated for the first time in an availability (capacity) tender for 2018-2019 at a price of $9.55 KW/month and determination of the tariff for seven years in respect of 725 megawatts linked to the Utilities Inputs Index, which will apply up to May 2025. In March 2022, Towantic participated in the annual availability (capacity) tender for 2025-2026 and won a guaranteed availability (capacity) price of $2.59 KW/month and for 745 megawatts.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

EBITDA results

Set forth below is data with respect to the operating results of the CPV Group’s active power plants (in millions NIS):

Associated companies:

	For the Six Months Ended June 30
	2022		^*2021		2022	^*2021	2022		^*2021		2022	^*2021	2022		^*2021
	Fairview		Maryland		Shore	Towantic	Valley

Revenues from
operations		465		285		317		196		326		225		805		433	660	262
Operating expenses
less depreciation
and amortization		340		188		243		154		266		139		661		266	460	192
EBITDA		125		97		74		42		60		86		144		167	200	70

Rate of holdings	25%		25%		37.53%	26%	50%

Share of the CPV
Group in EBITDA		31		24		19		11	23	32	37	44	100	35

	For the Three Months Ended June 30
	2022		2021		2022	2021	2022		2021		2022	2021	2022		2021
	Fairview		Maryland		Shore	Towantic	Valley

Revenues from
operations		245		162		193		111		173		130		302		204	262	151
Operating expenses
less depreciation
and amortization		177		109		149		97		137		87		248		118	229	87
EBITDA		68		53		44		14		36		43		54		86	33	64

Rate of holdings	25%		25%		37.53%	26%	50%

Share of the CPV
Group in EBITDA		17		13		11		4	14	16	14	23	16	32

The EBITDA data for 2021 in respect of the activities in the United States are presented for the period from completion of acquisition of the CPV Group on January 25, 2021.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

EBITDA results (Cont.)

Keenan – subsidiary:

	Six		Six		Three	Three
	months		months		months	months
	ended		ended		ended	ended
	June 30		June 30		June 30	June 30
	2022		*2021		2022	2021

Revenues from operations		47		39		25	22
Operating expenses less
depreciation and
amortization		15		14		7	7
EBITDA		32		25		18	15

The EBITDA data for 2021 in respect of the activities in the United States are presented for the period from completion of acquisition of the CPV Group on January 25, 2021.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Comments regarding the results in the United States

Set forth below is detail of the change in the EBITDA after eliminating non-recurring expenses in the United States for the six-month and three-month periods ended June 30, 2022 compared with the corresponding periods last year (in millions of NIS)

For the six months ended June 30, 2022 and 2021:

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Comments regarding the results in the United States (Cont.)

For the six months ended June 30, 2022 and 2021: (Cont.)

The activities in the United States are centralized under the CPV Group, which was acquired on January 25, 2021. The EBITDA in respect of the period of activities of the CPV Group from January 1, 2021 and up to January 25, 2021 (the period prior to the initial consolidation), amounted to about NIS 30 million.

In the first half of 2022, the gas prices and the electricity prices rose compared with the corresponding period last year, which the CPV Group estimates was mainly a result of an increase in the natural-gas prices as stated in this report above.

The efficiency of the power plants of the CPV Group and the high natural gas prices contributed to an increase in the electricity margins. The total available electricity margin for the active power plants of the CPV Group, for the relative share of the CPV Group, and on the assumption of full availability (capacity), increased in the first half of 2022 by about NIS 193 million, compared with the corresponding period last year. Availability (capacity) payments in the first half of 2022 increased by about NIS 12 million compared with the corresponding period last year.

The increase in the electricity margins was offset due to the hedging program of the CPV Group and reduced the electricity margin by about NIS 95 million.

During the first half of 2022 and 2021, planned and unplanned maintenance were performed at the active power plants of the CPV Group and as a result there was no availability for certain periods. The total cost of the non-availability in the first half of 2022 increased by about NIS 40 million compared with the corresponding period last year. Most of the increase stems from unplanned maintenance at the Valley power plant in January 2022, along with a shutdown for purposes of planned maintenance of 42 days at the Towantic power plant, which completed periodic major maintenance in April and May 2022.

In addition to the existing hedging program at the CPV Group, in the corresponding period last year the CPV Group enjoyed receipts in respect of hedging agreements, which are not current and are not expected to recur, in the amount of about NIS 28 million, due to income from an RPO hedging agreement in the Valley power plant, along with income for a hedging agreement of the HRCO type in the Shore power plant.

The functional currency of the CPV Group is the dollar and, therefore, its results are impacted by changes in the dollar/shekel exchange rate. The average change in the exchange rate of the shekel against the dollar in the six-month periods ended June 30, 2022 and 2021 is not material.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Comments regarding the results in the United States (Cont.)

For the three-month periods ended June 30, 2022 and 2021:

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

6.	Additional data regarding activities in the United States (Cont.)

Comments regarding the results in the United States (Cont.)

For the three-month periods ended June 30, 2022 and 2021: (Cont.)

The second quarter is characterized as being a period in the transition season with relatively low demand for electricity due to moderate weather and usually includes a period characterized by periodic treatment and maintenance for the projects.

In the second quarter of 2022, the gas prices rose compared with the corresponding quarter last year, which in the estimation of the CPV Group was due to the circumstances stated in this report above.

The efficiency of the power plants of the CPV Group and the high natural gas prices contributed to an increase in the electricity margins. The total available electricity margin for the active power plants of the CPV Group, for the relative share of the CPV Group, and on the assumption of full availability (capacity), increased in the second quarter of 2022 by about NIS 90 million, compared with the corresponding quarter last year.

The increase in the electricity margins was offset due to the hedging program of the CPV Group and reduced the electricity margin by about NIS 49 million.

During the second quarter of 2022 and 2021, planned and unplanned maintenance were performed at the active power plants of the CPV Group and as a result there was no availability for certain periods. The total cost of the non-availability in the second quarter of 2022 increased by about NIS 20 million compared with the corresponding quarter last year. Most of the increase stems from planned maintenance of 42 days at the Towantic power plant, which completed periodic major maintenance in April and May 2022.

In the corresponding quarter of 2021, the CPV Group enjoyed receipts, which are not current and are not expected to recur, in the amount of about NIS 31 million, due to income from an RPO hedging agreement in the Valley power plant, and income in respect of a hedging agreement of the HRCO type in the Shore power plant.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions)

	For the
	Six Months Ended
Category	6/30/2022	6/30/2021	Analysis

Cash flows provided by operating activities	96	186	Most of the decrease in the cash flows provided by operating activities stems from the decrease in the in working capital, in the amount of about NIS 67 million, and a decrease in income from dividends from associated companies, in the amount of about NIS 32 million.

Cash flows used in investing activities	(537)	(557)	Most of the decrease in the cash flows used in investing activities stems from acquisition of the CPV Group, in the amount of about NIS 2,140 million, and investments in associated companies in the U.S. and in Israel, in the amount of about NIS 40 million, in 2021. This decrease was partly offset by an increase in the investing activities deriving from the fact that in the first half of 2021 short-term term deposits were released, and restricted cash, net, was also released, in the amount of about 1,607 million and the amount of about 168 million, respectively. In addition, in the first half of 2021, the amount of about NIS 150 million was received in respect of repayment of partnership capital mainly due to sale of part of the holdings of the CPV Group in the Three Rivers project. In addition, during the period of the report, there was an increase in investments in projects in Israel, and projects under construction in the CPV Group, in the amount of about NIS 220 million and about NIS 11 million, respectively.

Cash flows provided by financing activities	194	716	Most of the decrease in cash flows provided by financing activities stems from a decrease in investments of holders of non-controlling interests in the CPV Group, in the amount of about NIS 653 million. In addition, in 2021, the Company issued shares, for a consideration of about NIS 346 million. This decrease was partly offset by an increase deriving from partial repayment of loans in the CPV Group, in the amount of about NIS 163 million, in the first quarter of 2021 (mainly due to partial repayment of the seller’s loans), and from acquisition of the tax rights of the tax partner in Keenan, in the amount of about NIS 82 million. Also, there was an increase in withdrawals from the Zomet financing agreement framework, in the amount of about NIS 177 million, and a decrease in the current repayments of Rotem’s loans, in the amount of about NIS 57 million (in light of execution of early repayment of the full amount of the outstanding balance of Rotem’s credit in October 2021).

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

	For the
	Three Months Ended
Category	6/30/2022	6/30/2021	Analysis

Cash flows provided by operating activities	5	108	Most of the decrease in the cash flows provided by operating activities stems from a decrease in the working capital, in the amount of about NIS 69 million, a decrease in current activities, in the amount of about NIS 21 million, and a decrease in dividends from associated companies, in the amount of about NIS 14 million.

Cash flows used in investing activities	(259)	(181)	Most of the increase in the cash flows used in investing activities derives from an increase in investments in projects in Israel, in the amount of about NIS 150 million. In addition, in the second quarter of 2021, there was a release of short-term deposits, in the amount of about NIS 25 million. This increase was partly offset by a decrease in investments in projects under construction in the CPV Group, in the amount of about NIS 48 million, and investments in associated companies in the U.S. and in Israel, in the amount of about NIS 40 million, in the second quarter of 2021.

Cash flows provided by (used in) financing activities	71	(96)	Most of the increase in the cash provided by financing activities stems from acquisition of the tax rights of the tax partner in Keenan, in the amount of about NIS 82 million, and a dividend distributed to the holders of non-controlling interests, in the amount of about NIS 8 million, in the second quarter of 2021. In addition, there was an increase in withdrawals from Zomet’s financing agreement, in the amount of about NIS 21 million, and a decrease in the current repayments of Rotem’s loans, in the amount of about NIS 36 million (in light of the early repayment of the full amount of Rotem’s outstanding credit in October 2021). In addition, in the second quarter of 2022, holders of non-controlling interests made a loan to Rotem, in the amount of about NIS 8 million.

For additional details – see the Company’s condensed consolidated statements of cash flows in the Interim Statements.

As at June 30, 2022, there are no warning signs in accordance with Regulation 10(B)(14) of the Reporting Regulations that require publication of a “forecasted cash flow” statement by the Company.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

The following table details the debt, cash and cash equivalents, deposits, debt service reserves and restricted cash of the Company and its subsidiaries as at June 30, 2022 (in millions of NIS):

Debt from

non-

controlling

Debt

interests

Restricted

(including

Cash

cash –

Other

interest

and cash

debt service

restricted

payable)

equivalents

reserves

cash

The Company (1)

1,845

105

–

Rotem (2)

–

221

–

Hadera (3)

680

–

Zomet (4)

781

–

Gnrgy

–

Others in Israel (5)

–

Keenan (6)

320

–

Maple Hill

–

Others in the U.S. (7)

–

248

171

–

Total

3,630

474

506

The following table details the Company’s debt as at June 30, 2022 (in millions of NIS) in accordance with the linkage bases and the Company’s exposure to the interest risks:

	Debt
	(including
	interest
	payable)

Shekel linked to the CPI		1,452
Shekel at prime interest		781
Shekel at fixed interest		1,077
Dollar at LIBOR interest		320
Total		3,630

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

Main changes in the three-month period ended June 30, 2022:

Investments in subsidiaries and associated companies – the Company invested the amount of about NIS 115 million in projects of the CPV Group and in its projects, and an amount of about NIS 44 million in projects in Israel.

The Company repaid the amount of about NIS 10 million of the principal of the debentures (Series B).

(2)

Rotem repaid the amount of about NIS 68 million of the principal of its loans to the Company and to Veridis based on the ratio of their holdings in Rotem (including indirectly).

(3)

Hadera repaid the amount of about NIS 16 million of the principal of its loans.

(4)

Zomet withdrew about NIS 253 million from the long-term loans framework in accordance with its financing agreement.

(5)

The balance of the cash in the “Others in Israel” category includes the cash balance in OPC Power Plants, in the amount of about NIS 82 million.

(6)

Keenan repaid the amount of about NIS 23 million out of the principal of its loans.

(7)

The amount of about NIS 12 million was transferred (indirectly) to the CPV Group in respect of a shareholders’ loan from financial investors (non-controlling interests), which was provided by means of a loan that is not repaid on a current basis. For details regarding loans from the non-controlling interests in the CPV Group – see Note 8B(6) to the Interim Statements. In addition, the holders of the non-controlling interests invested (indirectly), by means of a transfer of equity capital, the amount of about NIS 37 million in projects of the CPV Group.

(8)

Fairview, an associated company of the Group, distributed the amount of about NIS 8 million to the CPV Group.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

The following table details the debt, cash and cash equivalents, deposits, debt service reserves and restricted cash, of the Company and its subsidiaries as at December 31, 2021 (in millions of NIS):

Debt from

non-

controlling

Debt

interests

Restricted

(including

Cash

cash –

Other

interest

and cash

debt service

restricted

payable)

equivalents

reserves

cash

The Company

1,824

268

–

Rotem

–

227

–

Hadera

681

–

Zomet

528

–

Gnrgy

–

Others in Israel

–

106

–

Keenan

305

–

Maple Hill

–

Others in the U.S.

–

203

*132

–

*26

Total

3,343

435

731

The amount of about NIS 26 million was reclassified from “cash and cash equivalents” to “other restricted cash”. For additional details – see Note 2D to the Interim Statements.

The following table details the debt, cash and cash equivalents, deposits, debt service reserves and restricted cash of the Company and its subsidiaries as at June 30, 2021 (in millions of NIS):

Debt

Debt from

Restricted

(including

non-

Cash

cash –

Other

interest

controlling

and cash

debt service

restricted

payable)

interests

equivalents

reserves

cash

The Company

977

–

307

–

Rotem

1,064

–

122

Hadera]

691

–

Zomet

259

–

Others in Israel

–

Keenan

223

–

Maple Hill

–

Others in the United States

–

354

*74

–

*27

Total

3,214

355

605

128

The amount of about NIS 26 million was reclassified from “cash and cash equivalents” to “other restricted cash”. For additional details – see Note 2D to the Interim Statements.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

The following data presents the share of the CPV Group in the debt, cash and cash equivalents, deposits and debt-service reserves and other restricted cash of the associated companies as at June 30, 2022 (presented in millions of New Israeli Shekels):

	Rate of holdings					Cash and	Other
	of the			Debt (including		cash equivalents	restricted
Power plant	CPV Group			interest payable)		and deposits*	cash

Fairview		25	%		501		3	34
Towantic		26	%		539		8	70
Maryland**		25	%		342		–	58
Shore**		37.53	%		607		2	104
Valley		50	%		981		3	147
Three Rivers		10	%		285		1	72
Total					3,255		17	485

The debt of the associated companies is partly Libor interest plus a margin. For additional details – see Section 8.16.4 to Part A of the Periodic Report for 2021.

(*)

Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.

(**)

Historical debt-service coverage ratio benchmark of 1:1 during the last four quarters. As at the date of the report, Maryland and Shore and in compliance with the benchmark (2.12 and 1.27, respectively).

The following data presents the share of the CPV Group in the debt, cash and cash equivalents, deposits and debt-service reserves and other restricted cash of the associated companies as at December 31, 2021 (presented in millions of New Israeli Shekels):

	Rate of holdings					Cash and	Other
	of the			Debt (including		cash equivalents	restricted
Power plant	CPV Group			interest payable)		and deposits*	cash

Fairview		25	%		515		3	53
Towantic		26	%		483		1	62
Maryland		25	%		288		–	34
Shore		37.53	%		588		2	127
Valley		50	%		898		–	119
Three Rivers		10	%		220		–	70
Total					2,992		6	465

(*)

Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.

	Rate of holdings					Cash and	Other
	of the			Debt (including		cash equivalents	restricted
Power plant	CPV Group			interest payable)		and deposits*	cash

Fairview		25	%		516		1	42
Towantic		26	%		511		5	56
Maryland		25	%		309		1	32
Shore		37.53	%		606		1	127
Valley		50	%		998		–	159
Three Rivers		10	%		169		–	72
Total					3,109		8	488

(*)

Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

7.	Liquidity and sources of financing (in NIS millions) (Cont.)

As at the date of the report, the Company and its investee companies were in compliance with all the financial covenants provided in their financing agreements and trust certificates. Set forth below are the financial covenants for violation, relating to significant loans, that are based on the actual results⁵⁷:

	As at June 30, 2022

Covenants applicable to the Company in connection with the trust certificate for
the Company’s debentures (Series B)
The ratio of the net consolidated financial debt less the financial debt designated
for construction of projects that have not yet started to produce EBITDA and
the adjusted EBITDA (as defined in the trust certificate) may not exceed 13	7.6
Minimum shareholders’ equity of NIS 250 million	NIS 2,563
A ratio of shareholders’ equity to total assets at a rate of not less than 17%	57%

Covenants applicable to the Company in connection with the trust certificate for
the Company’s debentures (Series C)
The ratio of the net consolidated financial debt less the financial debt designated
for construction of projects that have not yet started to produce EBITDA and
the adjusted EBITDA (as defined in the trust certificate) may not exceed 13	7.6
Minimum shareholders’ equity of NIS 1,000 million	NIS 2,563
A ratio of shareholders’ equity to total assets (solo) at a rate of not less than 20%	57%
A ratio of shareholders’ equity to total assets (consolidated) at a rate of not less than 17%	39%

Covenants applicable to the Company in connection with the agreement for
investment of equity in Hadera
The Company’s shareholders’ equity, up to the end of the warranty period of
the construction contractor may not drop below NIS 250 million	NIS 2,563
The ratio of the Company’s shareholders’ equity to total assets may not drop
below 20%	57%
From the commercial operation date of Hadera up to the end of the warranty
period of the construction contractor, the balance of the cash may not drop below NIS 50 million or a bank guarantee in the amount of NIS 50 million	Cash balance higher than NIS 50 million

⁵⁷	For a description of the material financial covenants of the Company and the investee companies – see Sections 7.18.2 and 10.4 to Part A of the Periodic Report for 2021.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

8.	Significant Events in the Year of the Report and Thereafter

For details – see Section 1 above and Notes 1, 6, 7, 8 and 9 to the Interim Statements.

9.	Outstanding Liabilities by Maturity Dates

For details regarding the Company’s outstanding liabilities – see the Immediate Report regarding outstanding liabilities by maturity dates that is published by the Company concurrent with publication of this report, which is included herein by means of reference.

10.	Debentures (Series B) and Debentures (Series C)

10.1

Set forth below are details regarding the Company’s debentures (Series B):

Name of the series		Series B
Issuance date		April 26, 2020
Total nominal value on the date of issuance (including expansion of the series made in October 2020)		About NIS 956 million par value
Nominal value on the date of the report		About NIS 927 million par value
Nominal value after revaluation based on the linkage terms		About NIS 974 million par value
Amount of the interest accrued as included in the Interim Statements as at June 30, 2022		About NIS 6 million.
The fair value as included in the Interim Statements and the stock market value as at June 30, 2022		About NIS 1,017 million.
Type of interest and interest rate		Fixed annual interest at the rate of 2.75%.
Principal payment dates		16 unequal semi-annual payments, to be paid on March 31 and September 30 of each of the years from 2021 to 2028 (inclusive).
Interest payment dates		The interest on the outstanding balance as it will be from time to time on the principal of the debentures (Series B) is payable commencing from September 2020 twice a year (except for 2020) on September 30, 2020, and on March 31 and September 30 of each of the years from 2021 to 2028 (inclusive). The interest payments are to be made in respect of the period of six months that ended on the last day prior to the relevant interest payment date, except for the first interest payment that is to be made on September 30, 2020, and is to be paid for the period that commenced on the first trading day after the tender date of the debentures (Series B) and that ends on the last day prior to the said payment date, and is to be calculated based on the number of days in the said period and on the basis of 365 days per year.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

10.	Debentures (Series B) and Debentures (Series C) (Cont.)

10.1

Set forth below are details regarding the Company’s debentures (Series B): (Cont.)

Linkage basis and terms		The principal of the debentures (Series B) and the interest thereon are linked to the increase in the Consumer Price Index (CPI) against the CPI for March 2020 that was published on April 15, 2020. The linkage terms will not be changed during the period of the debentures.
Are they convertible into another security		No.
Right of the Company to make early repayment		The Company has the right to make early repayment pursuant to the conditions in the trust certificate.
Was a guarantee provided for payment of the Company’s liabilities based on the debentures		No.
Name of trustee		Reznik Paz Nevo Trustees Ltd.
Name of the party responsible for the series of liability certificates with the trustee		Michal Avatlon and/or Hagar Shaul
Contact information		Address: 14 Yad Harutzim St., Tel-Aviv
		Telephone: 03-6389200 Fax: 03-6389222 E-mail: Michal@rpn.co.il
Rating of the debentures since the issuance date		Rating of ilA- by S&P Global Ratings Maalot Ltd. (“Maalot”) from February 2020 which was reconfirmed in October 2020 in connection with expansion of the series. In July and September 2021, the rating was reconfirmed. See the Company’s Immediate Reports dated February 28, 2020 (Reference No.: 2020-01-017383), April 20, 2020 (Reference No.: 2020-01-035221), October 3, 2020 (Reference No.: 2020-01-107493), October 4, 2020 (Reference No.: 2020-01-107604) and September 2, 2021 (Reference No.: 2021-01-075907).

Pledged assets		None. There is a future commitment that the Company will not create a general floating lien on its assets and rights, existing and future, in favor of any third party without the conditions stipulated in the trust certificate being fulfilled.

Is the series material		Yes.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

10.	Debentures (Series B) and Debentures (Series C) (Cont.)

10.2

Set forth below are details regarding the Company’s debentures (Series C):

Name of the series		Series C
Issuance date		September 9, 2021
Total nominal value on the date of issuance		About NIS 851 million par value
Nominal value on the date of the report		About NIS 851 million par value
Nominal value after revaluation based on the linkage terms		The debentures are not linked.
Amount of the interest accrued as included in the Interim Statements as at June 30, 2022		About NIS 8 million.
The fair value as included in the Interim Statements and the stock market value as at June 30, 2022		About NIS 774 million.
Type of interest and interest rate		Fixed annual interest at the rate of 2.5%.
Principal payment dates		12 unequal semi-annual payments, to be paid on February 28 and August 31 of each of the years from 2024 to 2030 (inclusive), except for 2028.
Interest payment dates		The interest on the outstanding balance as it will be from time to time on the principal of the debentures (Series C) is payable commencing from February 2022 twice a year on February 28 and on August 31 of each of the years from 2022 to 2030 (inclusive). The interest payments are to be made in respect of the period of six months that ended on the last day prior to the relevant interest payment date, and is to be in the amount of the annual interest divided by 2, except for the first interest payment that is to be made on February 28, 2022 and will be paid for the period that commenced on the first trading day after the tender date of the debentures (Series C) and that ends on the last day prior to the said payment date, and is to be calculated based on the number of days in the said period and on the basis of 365 days per year.

OPC Energy Ltd.

Report of the Board of Directors

Explanations of the Board of Directors regarding the State of the Group’s Affairs (Cont.)

10.	Debentures (Series B) and Debentures (Series C) (Cont.)

10.2

Set forth below are details regarding the Company’s debentures (Series C): (Cont.)

Linkage basis and terms		The principal of the debentures (Series C) and the interest thereon are not linked to the Consumer Price Index (CPI) or any currency whatsoever.
Are they convertible into another security		No.
Right of the Company to make early repayment		The Company has the right to make early repayment pursuant to the conditions in the trust certificate.
Was a guarantee provided for payment of the Company’s liabilities based on the debentures		No.
Name of trustee		Reznik Paz Nevo Trustees Ltd.
Name of the party responsible for the series of liability certificates with the trustee		Michal Avatlon and/or Hagar Shaul
Contact information		Address: 14 Yad Harutzim St., Tel-Aviv
		Telephone: 03-6389200 Fax: 03-6389222 E-mail: Michal@rpn.co.il
Rating of the debentures since the issuance date		Rating of ilA- by Maalot from August 2021 which was reconfirmed in September 2021. See the Company’s Immediate Reports dated July 19, 2021 (Reference No.: 2021-01-119229) and September 2, 2021 (Reference No.: 2021-01-075907).

Pledged assets		None. There is a future commitment that the Company will not create a general floating lien on its assets and rights, existing and future, in favor of any third party without the conditions stipulated in the trust certificate being fulfilled.

Is the series material		Yes.

The Company is in compliance with all the conditions of the Company’s debentures (Series B and Series C) and the trust certificates. The Company was not required to take any action in accordance with the request of the trustees for the said debentures.

OPC Energy Ltd.

Report of the Board of Directors

Corporate Governance

11.1

The Company has a policy for making contributions that places emphasis on activities in the periphery and non-profit organizations that operate in the field of education.

11.2

As part of the Company’s policy for charitable contributions, in the period of the report the following contributions were paid:

	Amount of the	Relationship to the
Recipient of the	Contribution	Recipient of the
Contribution	(NIS thousands)	Contribution

“Password for Every Student” Society	1,000	“Password for Every Student” receives contributions from parties related indirectly to the Company’s controlling shareholder. The Company’s CEO is a representative of the project’s Steering Committee without compensation.
“Nirim” Society	150	–
“Technoda Hadera Givat Olga” Society	300	–
“Running to Give” Society	50	For the sake of good order, it is noted that a relative of the Company’s CEO serves as CEO of the Society without compensation.
Total	1,500

Yair Caspi	Giora Almogy
Chairman of the Board of Directors	CEO

Date: August 24, 2022

Disclaimer

Kenon Holdings Ltd. published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2022 10:27:00 UTC.

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All news about KENON HOLDINGS LTD.

Sales 2021	488 M – –
Net income 2021	930 M – –
Net Debt 2021	769 M – –
P/E ratio 2021	9,15x
Yield 2021	2,22%

Capitalization	8 056 M 2 466 M –
EV / Sales 2020	14,5x
EV / Sales 2021	19,0x
Nbr of Employees	228
Free-Float	39,5%

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