Regulatory Filings • Dec 31, 2025
Regulatory Filings
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31 December 2025
To: To:
Israel Securities Authority Tel Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street, 2 Ahuzat Bayit Street,
Jerusalem Tel Aviv
Dear Sirs,
Further to the Company's immediate reports dated August 21, 2025 and December 3, 2025¹, the Company is honored to update that on December 31, 2025, the Company (through Doral USA²) together with APG³ has entered into agreements with Doral LLC and its subsidiaries,
(the Investors), for the execution of investments totaling approximately USD 330 million, as detailed below (the owners' investments).
As stated in the previous report, the owners' investments are made to support the continued growth trend of Doral LLC,
inter alia in view of accelerated development and maturation processes of projects of signicant scale and entry into new projects, all in a manner expected to permit increased holdings by the Company and deepen its inuence in Doral LLC. The owners'
investments are being made in parallel with other moves being considered by Doral LLC, as detailed in the previous report, for the purpose of diversifying and strengthening
its sources of capital.
The owners' loans provided by the Company (through Doral USA)⁴ and APG to Doral LLC will be repaid prior to the execution of
the owners' investments, and will be reinvested as part of the SAFE investment and the Preferred Equity investment as detailed below.
The Company and APG will invest amounts of approximately USD 38 and USD 162 million (respectively), by way of a SAFE investment in Doral LLC, in exchange for receiving rights convertible into existing ownership rights in Doral LLC (the SAFE rights).
Conversion of the SAFE rights will be possible upon the occurrence of a Trigger Event (IPO, qualied funding round⁵, merger or acquisition transaction),
at a 20% discount from the valuation of Doral LLC as reected in such event. Alternatively, the SAFE rights holders will be able to
redeem the investment amount in cash.
If a Trigger Event does not occur by December 31, 2027, the investors shall be entitled to choose to convert the SAFE rights into rights in a project entity of Doral LLC (with a minimum value of USD 60 million), at a 20% discount to the value of the entity, or to redeem the investment amount in cash.
¹ Reference numbers: 2025-01-062350 (the previous report) and 2025-01-095857, respectively, the information from which is incorporated in this report by reference.
LLC ² USA ( Doral USA Doral) a wholly owned subsidiary of the Company, through which the Company holds Doral Renewables LLC (Doral LLC). For details about Doral LLC, see section 1.10.1 of the Company's periodic report for 2024 (reference no. 2025-01-019059) (the periodic report), the information from which is incorporated in this report by reference. For details regarding the Company's holdings in Doral LLC and the signing of a transaction to increase them, see the Company's report dated November 27, 2025 (reference no. 2025-01- 093142), the information from which is incorporated in this report by reference.
³ The transaction was entered into together with an entity from the APG group (an international entity for investment management for pension funds), which currently holds 40% of Doral LLC (APG). For adjustment mechanisms regarding APG's holdings in Doral LLC, see
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
section 1.10.1.1 of the periodic report, the information from which is incorporated in this report by reference.
2024-06-01
Until their conversion, the SAFE rights will not grant the investors voting or management rights, and as long as the investors hold them and a Trigger Event has not occurred, no distributions will be permitted in Doral LLC to its members.
Preferred Equity Investments in Indiana Center Project Corporations 1 and 2 with a Total Capacity of About 752 ⁶MWp (jointly – Indiana Center and the project)
The Company and APG will invest an amount of about \$40 million and \$90 million, respectively, in Indiana Center, as a minority equity investment of the Preferred Equity type in the project corporation⁷, in exchange for receiving preferential economic rights.
The Preferred Rights will grant the investors the right to participate in distributions from the project's free cash ow as follows:
Until reaching an IRR⁸ of 10% (Flip Rate) – the higher of: (1) 49% of the distributions from the project's free cash ow, or (2) 100% of the distribution amount designated for the investor according to the appendix of expected distributions as set in advance in the agreement.⁹
The Preferred Rights will not grant the investors any voting or management rights, except for veto rights concerning special resolutions, which will require a majority of 75% of the holders of the Preferred Rights (including, among other things, decisions regarding mergers or structure changes, IPO, related party transactions, non-cash distributions, and renancing expected to reduce the project's free cash ow).¹⁰
Doral LLC will have a Call Option to purchase the investors' rights at any time, for the higher of a multiplier dened in the agreement or an amount reecting an IRR of 11% for the investors. In the event of exercising the option, the investors will be entitled to convert the option exercise proceeds into ownership rights in Doral LLC at a discount of 10%-20% depending on the timing of the conversion, with a conversion after 1.1.2027 earning a 20% discount.
Execution of the investments in Indiana Center is subject to the fulllment of suspensive conditions, including, among others, the receipt of Apollo's approval in accordance with the convertible notes allocated to it or their renancing by Doral LLC, approval of the project lenders, and approvals of the other members in Doral LLC – as required.¹¹
The agreements described above include restrictions on the transfer of SAFE rights in Doral LLC and the Preferred Rights in Indiana Center, except for permitted transfers under conditions set forth.
The information detailed in this report, including regarding the occurrence of a Trigger Event under the SAFE transaction, the conversion of
the SAFE rights into ownership rights in Doral LLC or rights in a project corporation, the fulllment of the suspensive conditions for completion of the investment transaction in Indiana Center, the realization of all Preferred Rights in Indiana Center, including reaching the Flip Rate, receiving all distributions from the project's free cash ow as planned, the exercise of the Call Option by Doral LLC, and the realization of the Company's right to convert the exercise proceeds under the agreed terms into ownership rights in Doral LLC, constitutes forwardlooking information as dened in the Securities Law,
⁶ For further details regarding the project, see section 1.6d of the Company's quarterly report as of September 30, 2025 (as reported on November 27, 2025, reference number: 2025-01-093230), the information in which is included in this report by reference.
⁷ The Preferred Rights will be allocated in the company currently holding the project corporation, as well as in the company expected to hold, indirectly, the project corporation after the Tax Partner investment is made. For details regarding the Tax Partner investment in the project and the expected holding structure of the project corporation after the Tax Partner investment, see the immediate report of the Company dated November 2, 2025 (reference number: 2025-01-082374), the information in which is included in this report by reference.
⁸ Internal rate of return on the investment.
⁹ If the free cash ow at the time of the distribution is insucient for full payment of the distribution amounts to investors according to the distribution appendix, investors' eligibility to the balance will carry over to the following distribution period.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
2024-06-14
The Securities Law - 1968, which is based, among other things, on the information, assessments, and plans of Doral LLC and of the Company. These assessments and plans may not materialize, or may materialize only partially, due to numerous variables that are not under the sole control of the Company or Doral LLC, as applicable, including approval of the competent organs of the involved parties, economic-business, regulatory and environmental variables, third-party approvals, as well as general risk factors characterizing the Company's activities detailed in section 1.28 of part A of the periodic report, the information included therein is incorporated in this report by way of reference. Accordingly, the information presented in this report may not materialize and/or may materialize in a materially different manner than anticipated by the Company.
Respectfully,
Doral Renewable Energy Resources Group Ltd.
Signed on behalf of: Dori Dudovich, Chairman, and Yoni Chanciz, CEO
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12/31/2025 | 9:44:28 AM
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