UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022 Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant's name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐No ☒

If "Yes"is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

THE TEXT OF EXHIBIT 99.1 AND THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.2 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report on Form 6-K of Ellomay Capital Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:

Exhibit 99.1Press Release: "Ellomay Capital Announces Results of 2022 Annual General Meeting of Shareholders,"dated December 29, 2022.
Exhibit 99.2Press Release: "Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2022,"dated December 29, 2022.
Exhibit 99.3December 2022 Investors Presentation.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ellomay Capital Ltd.

By: /s/ Ran Fridrich Ran Fridrich Chief Executive Officer and Director

Dated: December 30, 2022

Exhibit 99.1

Ellomay Capital Announces Results of 2022 Annual General Meeting of Shareholders

Tel-Aviv, Israel, December 29, 2022 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today announced that at the annual general meeting of the Company's shareholders, held on December 29, 2022 (the "AGM"), the following proposals were adopted and approved by the required majority (including the special majority required in connection with proposals 2-3):

1.Reelection of Shlomo Nehama, Ran Fridrich, Anita Leviant and Ehud Gil as directors;
2.Approval of purchase of directors and officers liability insurance policy;
3.Approval of terms of employment of Mr. Asaf Nehama, the son of Mr. Shlomo Nehama, the Company's Chairman of the Board and a controlling shareholder;
1. Reappointment of Somekh Chaikin, a member of KPMG International, as the independent auditors of the Company for the fiscal year ending December 31, 2022 and until the next annual general meeting of the Company's shareholders, and authorization of the Board of Directors to approve, following the approval of the Audit Committee, the remuneration of the independent auditors in accordance with the volume and nature of their services; and

For more information, please see the Company's Notice and Proxy Statement relating to the AGM, submitted on Form 6-K to the Securities and Exchange Commission on November 23, 2022.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

•Approximately 35.9 MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel's largest private power plants with production capacity of approximately 860MW, representing about 6%-8% of Israel's total current electricity consumption;
•51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
•83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

For more information about Ellomay, visit http://www.ellomay.com.

Contact: Kalia Weintraub CFO Tel: +972 (3) 797-1111 Email: [email protected]

Exhibit 99.2

Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2022

Financial Highlights for the Nine Month Period Ended September 30, 2022

• Revenues were approximately €44.7 million for the nine months ended September 30, 2022, compared to approximately €33.7 million for the nine months ended September 30, 2021. This increase mainly results from the substantial increase in electricity prices in Spain and the connection to the grid of Ellomay Solar, a 28 MW photovoltaic facility in Spain ("Ellomay Solar") during June 2022, upon which the Company commenced recognition of revenues.
• Operating expenses were approximately €18.4 million for the nine months ended September 30, 2022, compared to approximately €11.7 million for the nine months ended September 30, 2021. The increase in operating expenses mainly results from the introduction of the Spanish RDL 17/2021 that established the reduction, currently in effect until December 31, 2022, of returns on the electricity generating activity of Spanish production facilities that do not emit greenhouse gases accomplished through payments of a portion of the revenues by the production facilities to the Spanish government. The increase in operating expenses also resulted from the Company's biogas operations in the Netherlands that were impacted by the war in Ukraine causing shortages in certain raw materials and an increase in delivery prices and from the connection to the grid of Ellomay Solar during June 2022, upon which the Company commenced recognition of expenses. Depreciation and amortization expenses were approximately €11.9 million for the nine months ended September 30, 2022, compared to approximately €11.1 million for the nine months ended September 30, 2021.
• Project development costs were approximately €2.7 million for the nine months ended September 30, 2022, compared to approximately €1.8 million for the nine months ended September 30, 2021. The increase in project development costs is mainly due to development expenses in connection with photovoltaic projects in Italy.
• General and administrative expenses were approximately €5 million for the nine months ended September 30, 2022, compared to approximately €3.9 million for the nine months ended September 30, 2021. The increase is mostly due to increased D&O liability insurance costs, increase in management fee paid pursuant to the new Management Services Agreement effective July 1, 2021, and an increase in salaries paid to employees.
• Share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.6 million for the nine months ended September 30, 2022, compared to approximately €0.3 million for the nine months ended September 30, 2021. The increase in share of profits of equity accounted investee was mainly due to the increase in revenues of Dorad Energy Ltd. ("Dorad") due to higher quantities produced and higher electricity tariff, partially offset by an increase in operating expenses in connection with the increased production and higher tariff.
• Financing expenses, net was approximately €7.7 million for the nine months ended September 30, 2022, compared to approximately €10.4 million for the nine months ended September 30, 2021. The decrease in financing expenses, net, was mainly attributable to expenses resulting from exchange rate differences amounting to approximately €1.1 million in nine months ended September 30, 2022, mainly in connection with the New Israeli Shekel ("NIS") cash and cash equivalents and the Company's NIS denominated debentures, compared to expenses in the amount of approximately €2.2 million for the nine months ended September 30, 2021, caused by the 1% devaluation of the euro against the NIS during the nine months ended September 30, 2022, compared to the 5.3% devaluation of the euro against the NIS during the nine months ended September 30, 2021, and to expenses recorded in 2021 of approximately €0.8 million in connection with the early repayment of the Company's Series B Debentures.
• Taxes on income were approximately €2 million for the nine months ended September 30, 2022, compared to tax benefit of approximately €0.8 million for the nine months ended September 30, 2021. The increase is mainly due to the substantial increase in electricity prices in Spain, resulting in higher taxable income of the Company's Spanish subsidiaries.
•Loss was approximately €2.3 million for the nine months ended September 30, 2022, compared to a loss of approximately €5.8 million for the nine months ended September 30, 2021.
• Total other comprehensive loss was approximately €61.8 million for the nine months ended September 30, 2022, compared to approximately €8.9 million for the nine months ended September 30, 2021. The increase in total other comprehensive loss mainly resulted from changes in fair value of cash flow hedges, including a material increase in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol PV Plant (the "Talasol PPA"). The Talasol PPA experienced a high volatility due to the substantial increase in electricity prices in Europe since the commencement of the military conflict between Russia and Ukraine. In accordance with hedge accounting standards, the changes in the Talasol PPA's fair value are recorded in the Company's shareholders' equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company's consolidated net profit/loss or the Company's consolidated cash flows. As the Company controls Talasol, the total impact of the changes in fair value of the Talasol PPA (including the minority share) is consolidated into the Company's financial statements and total equity. Alongside the increase in fair value of the liability in connection with the Talasol PPA, the increase in the electricity prices had, and is expected to continue to have for as long as the prices remain relatively high, a positive impact on Talasol's revenues from the sale of the capacity that is not subject to the Talasol PPA, resulting in an expected increase in Talasol's net income and cash flows.
•Total comprehensive loss was approximately €64.1 million for the nine months ended September 30, 2022, compared to approximately €14.7 million for the nine months ended September 30, 2021.
• The Company's current liabilities as of September 30, 2022, include a liability in the amount of approximately €44.3 million in connection with current maturities of the Talasol PPA resulting from the increase in the fair value of the liability in connection with the Talasol PPA. As noted above, the increase in the fair value of the liability in connection with the Talasol PPA does not impact the Company's cash flow as Talasol's revenues from the sale of electricity are expected to exceed its liability and payments to the Talasol PPA provider. Pursuant to the applicable accounting rules, the Company is required to recognize the fair value of expected future payments to the Talasol PPA provider as a liability, but it does not recognize the expected revenues from the Talasol PV Plant as assets.
• EBITDA was approximately €19.2 million for the nine months ended September 30, 2022, compared to approximately €16.5 million for the nine months ended September 30, 2021. See the table on page 13 of this press release for a reconciliation of these numbers to profit and loss.
• Net cash provided by operating activities was approximately €13.9 million for the nine months ended September 30, 2022, compared to approximately €13.8 million for the nine months ended September 30, 2021.
• As required under an amendment to IAS 16, "Property, Plant and Equipment" (the "IAS 16 Amendment"), the Company retrospectively applied the IAS 16 Amendment and revised the financial results as of and for the year ended December 31, 2021, and for the nine months ended September 30, 2021. The IAS 16 Amendment required the Company to recognize the results of the Talasol PV Plant commencing connection to the grid (December 2020) instead of recognizing results commencing achievement of PAC (Preliminary Acceptance Certificate), which occurred on January 27, 2021. The revisions mainly included recognizing an increase in the balance of fixed assets against a corresponding increase in retained earnings and deferred tax as of December 31, 2021, and an increase in revenues and expenses, with a corresponding decrease in tax benefit and in the net loss for the nine months ended September 30, 2021, and the year ended December 31, 2021.

CEO Review for the First Nine Months of 2022

The Company's activities are divided into two main fields:

- Development and Construction - the development of a backlog of projects in the PV field in Italy, Spain and Israel, the construction of a pumped hydro storage project in the Manara Cliff in Israel and the construction of PV in Italy; and
-Operations and Improvements - the Company manages, operates and improves its generating projects in Israel, Spain and the Netherlands (bio-gas).

During the first nine months of 2022, the Company met the goals it set for itself. The Company's revenues for the first nine months of 2022 were approximately €44.7, an increase of approximately 33% in revenues compared to the same period last year.

The cash flow from operations for the first nine months of 2022 was approximately €13.9 million, which includes a deduction of in the amount of approximately €3.3 million due to a non-recurring advance payment of income tax as per a tax assessment agreement (timing differences of payable income tax) to the Israeli Tax Authority in connection with the Talmei Yosef PV Plant and increased project development costs mainly due to the advanced development of the photovoltaic portfolio in Italy and in Israel.

The operating profit for the first nine months of 2022 amounted to approximately €7.4 million, an increase of approximately 36% compared to the corresponding period last year.

The EBITDA for the first nine months of 2022 was approximately €19.2, an increase of approximately 17% compared to the same period last year.

Activity in Spain: The Ellomay Solar PV plant in Spain (28 MW PV) was connected to the electricity grid towards the end of the second quarter of 2022, therefore its effect on the second quarter was negligible. During the third quarter of 2022, this PV plant operated at full capacity and generated revenues of approximately €2.9 million (based on previous estimates the project was expected to generate average annual revenues of approximately €3 million). The Talasol PV plant in Spain (300 MW PV), 51% held by the Company, met all expectations and in the first nine months of 2022 generated revenues in the amount of approximately €29.5 million. Talasol is a party to a financial hedge of its electricity capture price (PPA) in connection with approximately 80% of its production (75% based on P-50) and the remaining electricity produced by Talasol is sold directly to the grid, currently at significantly higher prices. The changes in the fair value of the financial hedge resulted from the significant increase in electricity prices in Europe and were recorded as a liability in the Company's balance sheet against a capital reserve. These changes do not impact the profit and loss and the cash flow of the Company and do not require an increase of collaterals.

Activity in Italy: The Company has approximately 600 MW PV projects under advanced development stages, of which licenses have been obtained for approximately 200 MW. Of these 200 MW PV projects, 20 MW are under advanced construction and the remainder (approximately 180 MW) are expected to commence construction during 2023.

The Company has additional projects in earlier development stages and the intention is to reach a portfolio of approximately 1,000 MW PV in various degrees of development and operations by 2025.

The Company is negotiating a financing agreement for the financing of 600 MW PV projects that are in advanced development stages with a leading European bank in the field.

Activity in Israel:

The Manara Pumped Storage Project (Company's share is 83.34%): The Manara Cliff pumped storage project, with a capacity of 156 MW, is in advanced construction stages and expected to reach commercial operation during the second half of 2026 and generate average annual revenues of €74 million and EBITDA of €33 million. The Company and the project's other shareholder, Ampa, invested the equity required for the projects, with the remainder of the funding was received from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.

Development of PV licenses combined with storage:

1. The Komemiyut project, a project of 250 dunams, is intended for 21 MW PV and 47 MW / hour batteries. We obtained an approval for connection to the grid. The project is in the process of receiving a building permit. Construction is planned to commence in the third quarter of 2023.
1. The Qelahim project, a project of 145 dunams, intended for 15 MW PV and 33 MW / hour batteries. We obtained an approval for connection to the grid, and the project is in the final stages of the zoning approval.
1. The Talmei Yosef project, an expansion of the existing project (as of today 9 MW PV), an addition of 104 dunams, designed for 10 MW PV and 22 MW / hour batteries. The request for zoning approval has been filed and approval is expected to be received in the first quarter of 2023.
1. The Talmei Yosef storage project in batteries, a 30 dunam project, intended for approximately 400 MW / hour. The project is designed for the regulation of the high voltage storage. Zoning of the project is approved.
5.The Sharsheret project, a project of 205 dunams, intended for 20 MW PV and 44 MW / hour batteries. The submission of the zoning request for the project is expected in the coming weeks.
6.Additional 250 dunams - under advanced planning stages.

Dorad Power Station: the gas flow from the Karish reservoir began during November 2022. The gas from the Karish reservoir is expected to reduce the gas costs of Dorad. The change in the electricity tariff, which will enter into force in January 2023, means an increase in the "PISGA"/ peak (high consumption) hours, and the elimination of the "GEVA" (average consumption) hours, is expected to reduce the operating expenses of the power station.

Activity in the Netherlands: In connection with the war in Ukraine and the stoppage of Russian gas supply to Europe, there are substantial changes in the field of biogas in the Netherlands and Europe. Europe in general and the Netherlands specifically have set ambitious goals for increasing gas production from waste. Various incentives are being considered, the main one is increasing the price of the green certificates and as of today the market price of these certificates has increased from an average of 13–15 euro cents per cubic meter to around 30-45 euro cents per cubic meter. The Company's wholly owned Dutch subsidiaries entered into agreements to sell green certificates representing 2.4 million cubic meters in 2023 at a price of 74-euro cents per cubic meter. The Company's Dutch subsidiaries are expected to produce in 2023 approximately 14-15 million cubic meters, that are expected to be sold at significantly higher prices compared to the prices in 2022. The expected income to the Company is approximately €4.5 million for 2023, compared to an income from the sale of green certificates of approximately €1.8 million in 2022.

The gas price for 2023, which is determined based on the 2022 average, is also expected to be above 90-euro cents per cubic meter, a price that is higher than the cap of the subsidy granted to the Company's Dutch subsidiaries (approximately 75-euro cents per cubic meter). Therefore, in 2023 and possibly also in 2024, the Dutch subsidiaries will temporarily exit the subsidy regime. Not using the subsidy during 2023 and 2024 will enable the Dutch subsidiaries to postpone the termination of the subsidy period (originally 12 years) by two years.

On the other hand, due to the war in Ukraine, there was an increase in the price of feedstock, which is based on agricultural residues, and in the cost of transportation and the price of electricity (which increased tenfold). These circumstances caused an increase in expenses; however the Company expects that the increase in income will exceed the increase in expenses. The increase in income is already partially reflected in the high prices of the green certificates and is expected to continue to be reflected in 2023 as prices of green certificates are expected to continue to increase, and in addition gas prices are also expected to be high.

The increase in electricity prices in the Netherlands did not substantially affect two of the three biogas facilities owned by the Company, which produce the electricity and heat they consume for themselves. However, the Gelderland project, which was acquired in December 2020, is not equipped with the means to self-generate electricity and heat and is required to pay for the electricity it consumes, and therefore was negatively affected by the increase in the price of electricity. In May 2022, Gelderland received notification of approval for a subsidy for generation of electricity and heat in its facility and in August 2022, a generator (CHP) was ordered and is expected to start producing electricity for self-consumption of the Gelderland facility in February 2023. Thereafter, all of the Company's Dutch bio gas facilities will no longer be affected by the electricity prices.

The Company estimates that with the increasing importance of the biogas field, this field will enter into a new era. In the Netherlands, new legislation was adopted that obliges the gas suppliers commencing January 1, 2024 to gradually incorporate green gas in a scope of up to 20% of the amount supplied by them. This legislation, and the growing demand for green certificates from the biogas industry, is expected to greatly improve the expected results of the bio gas facilities.

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company's operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company's commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly titled measure presented by other companies. The Company's EBITDA may not be indicative of the Company's historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company's operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 13 of this press release.

About Ellomay Capital Ltd.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

•Approximately 35.9 MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel's largest private power plants with production capacity of approximately 860MW, representing about 6%-8% of Israel's total current electricity consumption;
•51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
•83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward- looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including the impact of continued war between Russia and Ukraine, including its impact on electricity prices, availability of raw materials and disruptions in supply changes, the impact of the Covid-19 pandemic on the Company's operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Kalia Rubenbach (Weintraub) CFO Tel: +972 (3) 797-1111 Email: [email protected]

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Op tin era g e xp en ses	( 29 7) 5,	( 4, 145 )	( 18 42 9) ,	( 11, 717 )	( 17, 590 )	( 18 13 1) ,
De cia tio nd iza tio ort pre n a am n e xp en ses	( 3, 87 3)	( 4, 002 )	( 11 85 1) ,	( 11, 07 8)	( 15, 116 )	( 11 66 0) ,
Gr ofi t oss pr	6, 35 9	5, 164	14 44 5 ,	10, 909	13, 015	14 21 2 ,
Pro jec t d elo t c ost ev pm en s	( 6) 1, 12	( 726 )	( 0) 2, 68	( 1, 845 )	( 2, 508 )	( 7) 2, 63
Ge al and ad mi nis tiv tra ner e e xp en ses	( 1, 66 9)	( 1, 377 )	( 4, 96 6)	( 3, 949 )	( 5, 66 1)	( 4, 88 6)
Sh of ofi f e ity ted in ts o ste are pr qu ac co un ve e	1, 15 8	1, 056	55 6	284	117	54 7
Op tin rof it era g p	4, 72 2	4, 117	7, 35 5	5, 399	4, 963	7, 23 6

Fin ing in anc com e	84 4	630	2, 65 5	2, 346	2, 93 1	2, 61 2
Fin cin inc e ( ) in ion ith ect an g om exp en ses co nn w
de riv ati nd ts, t ve s a w arr an ne	67 7	( 294 )	1, 01 5	( 40 3)	( 84 1)	99 9
Fin cin in ion ith oje fin ect ct an g e xp en ses co nn w pr an ce	( 1, 95 7)	( 1, 870 )	( 5, 84 6)	( 5, 528 )	( 17, 800 )	( 5, 75 2)
Fin cin in ion ith de be ect ntu an g e xp en ses co nn w res	( 94 3)	( 36)	( 2, 28 6)	( 2, 800 )	( 3, 220 )	( 2, 24 9)
Fin cin lo ted by llin tro an g e xp en ses on an s g ran no n-c on g
int sts ere	( 1) 33	( 565 )	( 3) 1, 22	( 1, 504 )	( 2, 055 )	( 3) 1, 20
Ot he r fi ing na nc ex pe nse s	( 3, 85 0)	( 2, 165 )	( 2, 05 6)	( 2, 549 )	( 5, 899 )	( 2, 02 3)
Fin cin et an g e xp en ses , n	( 5, 56 0)	( 4, 300 )	( 7, 74 1)	( 10, 43 8)	( 26, 884 )	( 7, 61 6)
Lo be for in e t ss ax es on com e	( 83 8)	( 183 )	( 38 6)	( 5, 039 )	( 21, 92 1)	( 38 0)

Ta x b fit ( Ta n i e) ene xe s o nc om	( 86 3)	( 45 6)	( 1, 95 0)	( 762 )	2, 28 1	( 1, 91 9)
Lo for th eri od ss e p	( 1, 70 1)	( 639 )	( 2, 33 6)	( 5, 80 1)	( 19, 640 )	( 2, 29 9)
Lo rib ble att uta to ss :
Ow of the Co ne rs mp any	( 2, 56 4)	( 1, 487 )	( 3, 78 6)	( 739 ) 6,	( 15, 090 )	( 3, 72 6)
llin int No tro sts n-c on g ere	86 3	848	1, 45 0	938	( 4, 550 )	1, 42 7
Lo for th eri od ss e p	( 1, 70 1)	( 639 )	( 2, 33 6)	( 5, 80 1)	( 19, 640 )	( 2, 29 9)
Ot he eh siv e lo ite r c om pr en ss m
tha fte r in itia l re nit ion in reh siv e in t a cog co mp en com e
( los s) w ill be sfe d t rof it o r lo tr ere or w an rre o p ss:
rei nsl ati di ffe fo r fo rei Fo tra gn cu rre nc y on ren ces gn
tio op era ns	4, 88 9	3, 904	1, 20 6	5, 588	12, 284	1, 18 6
Ef fec tiv ion of ch e i n f air lue of sh flo ort e p ang va ca w
he dg es	( 31 87 9) ,	( 7, 444 )	( 63 82 1) ,	( 12, 646 )	( 13, 429 )	( 62 79 1) ,
ha e i n f air lue of sh flo he dg nsf ed Ne t c tra to ng va ca w es err
fit los pro or s	-	( 647 )	82 1	( 1, 872 )	( 3, 353 )	80 8
siv To tal he eh e lo ot r c om pr en ss	( 26 99 0) ,	( 4, 187 )	( 61 79 4) ,	( 8, 930 )	( 4, 49 8)	( 60 79 7) ,

To tal he eh siv e lo rib ble ot att uta to r c om pr en ss :
Ow of the Co ne rs mp any	( 10 45 1) ,	( 372 )	( 29 50 2) ,	( 2, 136 )	3, 124	( 29 02 6) ,
llin int No tro sts n-c on g ere	( 16 53 9) ,	( 3, 815 )	( 32 29 2) ,	( 794 ) 6,	( 622 ) 7,	( 31 77 1) ,
To tal he eh siv e lo for th eri od ot r c om pr en ss e p	( 26 99 0) ,	( 4, 187 )	( 61 79 4) ,	( 8, 930 )	( 4, 49 8)	( 60 79 7) ,
To tal reh siv e lo for th eri od co mp en ss e p	( 28 69 1) ,	( 4, 826 )	( 64 13 0) ,	( 14, 73 1)	( 24, 138 )	( 63 09 6) ,
siv rib To tal reh e lo ble att uta to co mp en ss :
Ow of the Co ne rs mp any	( 13 01 5) ,	( 1, 859 )	( 33 28 8) ,	( 8, 875 )	( 11, 966 )	( 32 75 2) ,
llin int No tro sts n-c on g ere	( 15 67 6) ,	( 2, 967 )	( 30 84 2) ,	( 5, 856 )	( 12, 172 )	( 30 34 4) ,
To tal reh siv e lo for th eri od co mp en ss e p	( 28 69 1) ,	( 4, 826 )	( 64 13 0) ,	( 14, 73 1)	( 24, 138 )	( 63 09 6) ,
Ba sic t lo ha ne ss pe r s re	( 0.2 0)	( 0.2 7)	( 0.2 9)	( 0.5 5)	( 1.1 8)	( 0.3 0)
Di lut ed t lo ha ne ss pe r s re	( 0.2 0)	( 0.2 7)	( 0.2 9)	( 0.5 5)	( 1.1 8)	( 0.3 0)

* Convenience translation into US\$ (exchange rate as at September 30, 2022: euro 1 = US\$ 0.984)

									No n- llin tro con	To tal
		At tri bu tab le t ha reh old of th e C o s ers om pa ny							g In ter est s	Eq uit y
					Tr sla tio an n res erv e		In ter est s Tr tio an sac n ith res erv e w
	Sh ar e ita l cap	Sh ar e ium pr em	Ac lat ed cu mu De fic it	Tr eas ur y sh ar es	fro m for eig n tio op era ns	He dg ing Re ser ve	no n- llin tro con g In ter est s	To tal
					€ i ho n t	nd usa s
Fo he nin ths de d r t e m on en
Se r 3 0, 20 22 ( dit ): tem be Un ed p au
Ba lan Ja 1, 20 22 at ce as nu ary	25 60 5 ,	85 88 3 ,	( 6, 89 9)	( 1, 73 6)	15 36 5 ,	( 8, 07 7)	5, 69 7	11 5, 83 8	( 1, 73 1)	11 4, 10 7
Lo for th eri od ss e p	-	-	( 3, 78 6)	-	-	-	-	( 3, 78 6)	1, 45 0	( 2, 33 6)
Ot he eh siv e lo for th eri od r c om pr en ss e p	-	-	-	-	1, 15 2	( 30 65 4) ,	-	( 29 50 2) ,	( 32 29 2) ,	( 61 79 4) ,
To tal reh siv e lo for th eri od co mp en ss e p	-	-	( 3, 78 6)	-	1, 15 2	( 30 65 4) ,	-	( 33 28 8) ,	( 30 84 2) ,	( 64 13 0) ,
tio wi of Tr th the an sac ns ow ne rs
Co niz ed dir ly in uit ect mp an y, rec og eq y:
Iss f c ita l n ote to ua nc e o ap no n-
ing in ntr oll ter est co	-	-	-	-	-	-	-	-	3, 95 8	3, 95 8
Sh e-b d p ent ar ase aym s	-	90	-	-	-	-	-	90	-	90
Ba lan Se be r 3 0, 20 22 at tem ce as p	25 60 5 ,	85 97 3 ,	( 10 68 5) ,	( 1, 73 6)	16 51 7 ,	( 38 73 1) ,	5, 69 7	82 64 0 ,	( 28 61 5) ,	54 02 5 ,
Fo he nin ths de d r t e m on en
Se be r 3 0, 20 21 ( Un dit ed ): tem p au
1, 20 21 Ba lan Ja at ce as nu ary	25, 102	82, 40 1	8, 191	( 1, 736 )	3, 823	34 1	6, 106	124 228 ,	79 8	125 026 ,
Lo for th eri od ss e p	-	-	( 6, 739 )	-	-	-	-	( 6, 739 )	938	( 5, 80 1)
Ot he eh siv e lo for th eri od r c om pr en ss e p	-	-	-	-	5, 270	( 7, 40 6)	-	( 2, 136 )	( 794 ) 6,	( 8, 930 )
To tal reh siv e lo for th eri od co mp en ss e p	-	-	( 739 ) 6,	-	5, 270	( 7, 40 6)	-	( 8, 875 )	( 5, 856 )	( 14, 73 1)
tio wi of Tr th the an sac ns ow ne rs
Co niz ed dir ly in uit ect mp an rec og eq y: y,
Iss f C ita l n ote to ua nc e o ap no n-
oll ing in ntr ter est co	-	-	-	-	-	-	-	-	8, 682	8, 682
Ac isi tio f s in idi ari ha bs qu n o res su es
fro llin int tro sts m no n-c on g ere	-	-	-	-	-	-	( 96 1)	( 96 1)	96 1	-
W ise nts ar ra ex erc	454	3, 348	-	-	-	-	-	3, 802	-	3, 802
Op tio ise ns ex erc	22	-	-	-	-	-	-	22	-	22
Sh e-b d p ent ar ase aym s	-	25	-	-	-	-	-	25	-	25
Se Ba lan be r 3 0, 20 21 at tem ce as p	25, 578	85, 774	1, 452	( 1, 736 )	9, 093	( 7, 065 )	5, 145	118 24 1 ,	4, 585	122 826 ,

	Sh Sh ar e ita l cap pr em			At tri bu	tab le t ha reh o s	of e C old th ers om	pa ny		No n- llin tro con g In ter est s	To tal uit Eq y
		ar e ium	Ac lat ed cu mu De fic it	Tr eas ur y sh ar es	Tr sla tio an n res erv e fro m for eig n tio op era ns € i ho n t	ing He dg Re ser ve nd usa s	In ter est s Tr tio an sac n ith res erv e w no n- llin tro con g In ter est s	To tal
Fo he nd ed r t yea r e
De be r 3 1, 20 21 ( Au dit ed ): cem
Ba lan Ja 1, 20 21 at ce as nu ary	25, 102	82, 40 1	8, 191	( 1, 736 )	3, 823	34 1	106 6,	124 228 ,	8 79	125 026 ,
Lo for th ss e y ear	-	-	( 15, 090 )	-	-	-	-	( 15, 090 )	( 4, 550 )	( 19, 640 )
Ot he eh siv e lo for th r c om pr en ss e y ear	-	-	-	-	11, 542	( 8, 41 8)	-	3, 124	( 7, 622 )	( 4, 49 8)
To tal reh siv e lo for th co mp en ss e y ear	-	-	( 15, 090 )	-	11, 542	( 8, 41 8)	-	( 11, 966 )	( 12, 172 )	( 24, 138 )
Tr tio wi th of the an sac ns ow ne rs
Co niz dir in uit ed ect ly mp an y, rec og eq y:
Iss f c ita l n ote to ua nc e o ap no n-
oll ing in ntr ter est co	-	-	-	-	-	-	-	-	8, 682	8, 682
Ac isi tio f s ha in bs idi ari qu n o res su es
fro llin int tro sts m no n-c on g ere	-	-	-	-	-	-	( 409 )	( 409 )	96 1	552
W ise nts ar ra ex erc	454	3, 419	-	-	-	-	-	3, 873	-	3, 873
Op tio ise ns ex erc	49	-	-	-	-	-	-	49	-	49
Sh e-b d p ent ar ase aym s	-	63	-	-	-	-	-	63	-	63
r 3 1, 20 21 Ba lan at De be ce as cem	25, 605	85, 883	( 6, 899 )	( 1, 736 )	15, 365	( 8, 077 )	5, 697	115 838 ,	( 1, 73 1)	114 107 ,

				At tri	bu tab le t ha reh o s	old of th e C ers om	pa ny		No n- llin tro con g In ter est s	To tal Eq uit y
	Sh ar e ita l cap	Sh ar e ium pr em	Re tai d ne ing ea rn s Co ien tra nv en ce	Tr eas ur y sh ar es nsl ati in US to on	Tr sla tio an n res erv e fro m for eig n tio op era ns \$ (ex ch rat an ge	He dg ing Re ser ve t S be tem e a s a ep	In ter est s Tr tio an sac n ith res erv e w no n- llin tro con g In ter est s r 3 0, 20 22 : eu ro	To tal \$ 1 = U S 0.9 84 )
Fo he ni nth de d S be r 3 0, r t tem ne mo en ep 20 22 (u ud ite d): na
Ba lan Ja 1, 20 22 at ce as nu ary	25 19 2 ,	84 49 6 ,	( 6) 6, 78	( 8) 1, 70	15 11 8 ,	( 7) 7, 94	5, 60 5	11 3, 97 0	( 3) 1, 70	11 2, 26 7
Lo for th eri od ss e p	-	-	( 3, 72 6)	-	-	-	-	( 3, 72 6)	1, 42 7	( 2, 29 9)
Ot he eh siv e lo for th eri od r c om pr en ss e p	-	-	-	-	1, 13 3	( 30 15 9) ,	-	( 29 02 6) ,	( 31 77 1) ,	( 60 79 7) ,
To tal reh siv e lo for th eri od co mp en ss e p	-	-	( 3, 72 6)	-	1, 13 3	( 30 15 9) ,	-	( 32 75 2) ,	( 30 34 4) ,	( 63 09 6) ,
tio wi of Tr th the an sac ns ow ne rs Co niz ed dir ly in uit ect mp an rec og eq y: y,
Iss f c ita l n ote to ua nc e o ap no n- oll ing in ntr ter est co	-	-	-	-	-	-	-	-	3, 89 4	3, 89 4
Sh e-b d p ent ar ase aym s	-	89	-	-	-	-	-	89	-	89
Se r 3 0, 20 22 Ba lan be at tem ce as p	25 19 2 ,	84 58 5 ,	( 10 51 2) ,	( 1, 70 8)	16 25 1 ,	( 38 10 6) ,	60 5, 5	81 30 7 ,	( 28 15 3) ,	53 15 4 ,

	Fo he th r t ree m d S de tem en ep	ths on r 3 0, be	Fo he ni r t ne d S de tem en ep	ths m on r 3 0, be	Fo he nd ed r t yea r e r 3 1, De be cem	Fo he ni ths r t ne m on d S r 3 0 de tem be en ep 20 22 dit Un ed au Co ien nv en ce Tr sla tio n i nto an \$ US *
	20 22	20 21	20 22	20 21	20 21
	dit Un ed au		dit Un au	ed	Au dit ed
			€ i ho nd n t usa s
Ca sh flo fr tin cti vit ies ws om op era g a
for th eri od Lo ss e p	( 1, 70 1)	( 639 )	( 2, 33 6)	5, ( 80 1)	( 19, 640 )	( 2, 29 9)
Ad jus ts f tm en or:
Fin cin et an g e xp en ses , n	5, 56 0	4, 300	7, 74 1	10, 43 8	26, 884	7, 61 6
fit fro tle of der iva tiv Pro set nt ntr act m me es co	-	-	-	( 407 )	( 407 )	-
cia tio nd iza tio De ort pre n a am n	3, 87 3	4, 002	11 85 1 ,	11, 07 8	15, 116	11 66 0 ,
Sh -ba sed tio t tr are pa ym en an sac ns	30	12	90	25	63	89
Sh of ofi of uit ted in ts ste are pr eq y a cco un ve es	( 1, 15 8)	( 1, 056 )	( 55 6)	( 284 )	( 117 )	( 54 7)
f in lo by uit ted Pa t o ter est ym en on an an eq y a cco un
inv est ee	-	-	-	859	859	-
Ch in de eiv ab les d o the cei ble tra an ge rec an r re va s	2, 86 2	( 4, 30 1)	28 3	( 6, 425 )	( 1, 883 )	27 8
Ch in he ot ts an ge r a sse	( 16 3)	582	( 11 0)	( 200 )	( 545 )	( 10 8)
Ch in eiv ab les fr ion roj ect an ge rec om co nc ess s p	77	556	( 47 3)	1, 313	580 1,	( 46 5)
Ch in de ble tra an ge pa ya s	47	929	( 4) 75	( 12)	154	( 2) 74
Ch in he ab les ot an ge r p ay	( 3, 48 0)	3, 499	4, 39 8	7, 214	2, 380	4, 32 7
n i e ( be nef it) Ta tax xe s o nc om	86 3	45 6	1, 95 0	762	( 2, 28 1)	1, 91 9
n i aid Ta xe s o nc om e p	( 1, 14 4)	-	( 4, 39 9)	( 15)	( 94)	( 4, 32 8)
Int ive d st r ere ece	48 1	40 6	1, 40 3	1, 327	1, 844	1, 38 0
Int aid st p ere	( 26 0)	( 2, 243 )	( 5, 18 4)	( 100 ) 6,	( 7, 80 1)	( 5, 10 0)
Ne ash ide d b ing tiv itie t c rat pr ov y o pe ac s	5, 88 7	503 6,	13 90 4 ,	13, 772	16, 112	13 68 0 ,
Ca sh flo fr in tin cti vit ies ws om ves
g a Ac isi tio f fi d a ts n o xe sse	( 16 79 3)	( 8, 785 )	( 39 06 7)	( 73 450 )	( 83, 682 )	( 38 43 6)
qu cia ted ith th uis itio f fi d a VA T a ts sso w e a n o xe sse	, -	2, 310	, -	, 2, 310	-	, -
cq Re f lo by uit ted in t o ste pa ym en an an eq y a cco un ve e	-	-	14 9	1, 400	1, 400	14 7
Lo uit ted in to ste an an eq y a cco un ve e	( 60 )	( 52)	( 60 )	( 296 )	( 335 )	( 59 )
Ad f in t o stm ts va nc es on ac co un ve en	-	-	-	( 8)	-	-
ttle of der iva tiv Se nt ntr act me es co	3, 80 0	-	3, 27 2	( 252 )	( 976 )	3, 21 9
Inv in tri d c ash est nt cte et me res , n	( 63 9)	( 19)	( 8, 88 0)	( 204 )	( 5, 990 )	( 8, 73 7)
Pro ds ( inv nt) in sh de sit est ort te cee me rm po	-	-	27 64 5	8, 533	( 18, 599 )	27 19 9
ds ( inv nt) in ark ble itie Pro est eta cee me m se cur s	-	-	, -	1, 785	( 112 )	, -
ash ed in in sti tiv itie Ne t c us ve ng ac s	( 13 69 2) ,	( 546 ) 6,	( 16 94 1) ,	( 60, 182 )	( 108 294 ) ,	( 16 66 7) ,
Ca sh flo fr fin cin cti vit ies ws om an g a
Sa le of sha in bsi dia rie llin int s to tro sts res su no n-c on g ere	-	-	-	1, 400	1, 400	-
Pro ds fro tio cee m op ns	-	-	-	22	49	-
Co cia ted ith lo lo st a te sso w ng rm an s	( 1, 03 3)	( 1, 122 )	( 9, 99 1)	( 1, 319 )	( 2, 796 )	( 9, 83 0)
Pa of inc ipa l o f le lia bil itie ent ym pr ase s	( 1, 57 5)	-	( 5, 54 8)	-	( 4, 803 )	( 5, 45 8)
ds fro lon loa Pro ter cee m g- m ns	-	39	19 6, 16 2	515 32,	32, 947	19 2, 99 5
Re f lo lo t o -te pa ym en ng rm an s	( 8) 5, 34	( 7, 360 )	( 3) 14 8, 44	( 10, 750 )	( 18, 905 )	( 6) 14 6, 04

f D eb Re t o tur pa ym en en es	-	-	( 19 76 4) ,	( 30, 730 )	( 30, 730 )	( 19 44 5) ,
Re f S W AP in cia ted ith lo t o str t a te pa ym en um en sso w ng rm
loa ns	-	-	( 3, 29 0)	-	-	( 3, 23 7)
S 1 IFR 6	-	( 4, 086 )		( 4, 086 )
Pro ds fro iss of ibl e d eb ert tur cee m ue co nv en es	-	-	-	15, 57 1	15, 57 1	-
Pro ds fro iss f D eb tur t cee m ua nc e o en es, ne	-	-	-	25, 465	57, 717	-
Iss e / ise of ant ua nc ex erc w arr s	-	-	-	3, 675	3, 746	-
Ne ash ide d b (us ed in) fin cin cti vit ies t c pr ov y an g a	( 7, 95 6)	( 12, 529 )	9, 12 6	31, 763	54, 196	8, 97 9
Ef fec f e ha flu ati ash d c ash t o ate ctu xc ng e r on s o n c an
uiv ale nts eq	4, 29 7	3, 366	1, 16 9	5, 855	12, 370	1, 14 9
De in sh d c ash uiv ale nts cre ase ca an eq	( 4) 11 46 ,	( 9, 206 )	7, 25 8	( 8, 792 )	( 25, 616 )	7, 14 1
Ca sh d c ash uiv ale th e b inn ing of th eri od nts at an eq eg e p	59 95 1 ,	67, 259	41 22 9 ,	66, 845	66, 845	40 56 3 ,
Ca sh d c ash uiv ale th nd of th eri od nts at an eq e e e p	48 48 7 ,	58, 053	48 48 7 ,	58, 053	41 229 ,	47 70 4 ,

* Convenience translation into US\$ (exchange rate as at September 30, 2022: euro 1 = US\$ 0.984)

11

	PV								To tal
	Ell om ay			Bi o			ab le ort rep		To tal
	Ita ly	Sp ain	So lar	Ta las ol	Isr ael 1	Ga s	Do rad	Ma na ra	nts seg me	Re cil iat ion con s	sol ida ted con
					Fo he ni r t ne m	ths de d S on en ep	be r 3 0, 20 22 tem
						€ i ho nd n t usa s
Re ven ue s	-	2, 66 8	2, 85 2	29 48 4 ,	3, 63 4	8, 83 9	47 52 2 ,	-	94 99 9 ,	( 50 27 4) ,	44 72 5 ,
Op tin era g e xp en ses	-	( 22 5)	( 90 8)	( 8, 16 9)	( 32 6)	( 8, 80 1)	( 36 23 9) ,	-	( 54 66 8) ,	36 23 9 ,	( 18 42 9) ,
cia tio nd De pre n a
iza tio ort am n e xp en ses	-	( 67 8)	( 18 1)	( 8, 52 8)	( 1, 92 9)	( 2, 06 2)	( 4, 88 2)	-	( 18 26 0) ,	6, 40 9	( 11 85 1) ,
Gr ofi t ( s) los oss pr	-	1, 76 5	1, 76 3	12 78 7 ,	1, 37 9	( 2, 02 4)	6, 40 1	-	22 07 1 ,	( 62 6) 7,	14 44 5 ,
Pro jec t d elo ent ev pm sts co											( 2, 68 0)
al and Ge ner ad mi nis tiv tra e e xp en ses											( 6) 4, 96
Sh of lo of uit are ss eq y
d i nte est acc ou nv ee											55 6
Op tin rof it era g p											7, 35 5
Fin ing in anc com e											2, 65 5
Fin cin in an g e xp en ses
ion ith ect co nn w
de riv ati nd ant ve s a w arr s,
t ne											1, 01 5
Fin cin in an g e xp en ses
ion ith oje ect ct co nn w pr
fin anc e											( 5, 84 6)
Fin cin in an g e xp en ses ion ith ect co nn w
de be ntu res											( 2, 28 6)
Fin cin an g e xp en ses on
loa d b nte ns gra y n on -
oll ing in ntr ter est co s											( 1, 22 3)
Ot he r fi ing na nc ex pe nse s											( 2, 05 6)
Fin cin et an g e xp en ses , n											( 7, 74 1)
for Lo be e t ss ax es on
Inc om e											( 38 6)
Se t a ts at gm en sse as
Se r 3 0, 20 22 tem be p	18 83 8 ,	15 59 2 ,	24 9 77 ,	26 6, 82 9	38 32 0 ,	30 64 4 ,	11 9, 58 8	12 55 0 7,	64 2, 14 0	( 45 29 6) ,	59 6, 84 4

¹ The Talmei Yosef PV Plant located in Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

	Fo he th r t ree de d S tem en ep	ths m on be r 3 0,		ths m on be r 3 0, tem	Fo he nd ed r t yea r e De be r 3 1, cem	Fo he ni ths r t ne m on de d S be r 3 0, tem en ep
	20 22	20 21	20 22 20 21		20 21	20 22
		Un dit ed au

						tio n i Tr sla nto an
			€ i ho nd n t usa s			\$ US in tho nd s* usa
Lo for th eri od ss e p	( 1, 70 1)	( 639 )	( 2, 33 6)	( 5, 80 1)	( 19, 640 )	( 2, 29 9)
Fin cin et an g e xp en ses , n	5, 56 0	4, 300	7, 74 1	10, 43 8	26, 884	7, 61 6
n i x b fit) Ta e ( Ta xe s o nc om ene	86 3	45 6	1, 95 0	762	( 2, 28 1)	1, 91 9
De cia tio nd iza tio ort pre n a am n e xp en ses	3, 87 3	4, 002	11 85 1 ,	11, 07 8	15, 116	11 66 0 ,
EB ITD A	8, 59 5	8, 119	19 20 6 ,	16, 477	20, 079	18 89 6 ,

* Convenience translation into US\$ (exchange rate as at September 30, 2022: euro 1 = US\$ 0.984)

Potential Warning Signs

As of September 30, 2022, we had working capital deficiency of approximately €43.1 million. The working capital deficiency as of September 30, 2022, resulted from the recording of current maturities of derivatives in the amount of approximately €44.3 million as a result of the increase in the fair value of the liability resulting from the Talasol PPA. These current maturities do not impact our cash flows. Taking into account the nature of the current maturities, in our opinion our working capital is sufficient for our present requirements.

Upon the issuance of our Debentures, we undertook to comply with the "hybrid model disclosure requirements" as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of our Debentures. This model provides that in the event certain financial "warning signs" exist in our consolidated financial results or statements, and for as long as they exist, we will be subject to certain disclosure obligations towards the holders of our Debentures. One possible "warning sign" is the existence of a working capital deficiency (if the board of directors of the company does not determine that the working capital deficiency is not an indication of a liquidity problem). In examining the existence of warning signs as of September 30, 2022, our Board of Directors noted the working capital deficiency as of September 30, 2022. Our board of directors reviewed our financial position, outstanding debt obligations and our existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of September 30, 2022, does not indicate a liquidity problem. In making such determination, our board of directors noted the following: (i) the deficiency in working capital resulted from the recording of current maturities of derivatives in the amount of approximately €44.3 million as a result of the increase in the fair value of the liability resulting from the Talasol PPA, which does not impact our cash flow in the next 12 months as Talasol's revenues from the sale of electricity during the same period are expected to exceed its liability and payments to the PPA provider, (ii) pursuant to the applicable accounting rules, we are required to recognize the fair value of expected future payments to the PPA provider as a liability but do not recognize the expected revenues from the Talasol PV Plant as assets, as these expected revenues cannot be recorded as an asset under accounting rules, resulting in an increase in current liabilities and a working capital deficiency, and (iii) our operating subsidiaries generated a positive cash flow during the year ended December 31, 2021 and the nine month periods ended September 30, 2022 and 2021.

Financial Covenants

Pursuant to the Deeds of Trust governing the Company's Series C and Series D Debentures (together, the "Debentures"), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company's Annual Report on Form 20-F submitted to the Securities and Exchange Commission on March 31, 2022, and below.

Net Financial Debt

As of September 30, 2022, the Company's Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company's Debentures), was approximately €70.2 million (consisting of approximately €267.62 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €120.53 million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021) and Series D Debentures issuance (in February 2021), net of approximately €50.3 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €267.6⁴ million of project finance and related hedging transactions of the Company's subsidiaries).

² Short-term and long-term debt from banks and other interest-bearing financial obligations amount provided above, includes an amount of approximately €3.8 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company's balance sheet.

³ Debentures amount provided above includes an amount of approximately €1.7 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company's balance sheet.

⁴ The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders'loans to the project companies).

Information for the Company's Series C Debenture Holders.

The Deed of Trust governing the Company's Series C Debentures (as amended on June 6, 2022, the "Series C Deed of Trust"), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of September 30, 2022, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series C Deed of Trust) was approximately €135.7 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 34.1%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA⁵, was 2.8.

The following is a reconciliation between the Company's loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended September 30, 2022:

	Fo he fou r t rte r-q ua r
	iod ded per en
	Se r 3 0, 20 22 tem be p
	dit Un ed au
	€ i ho nd n t usa s
Lo for th eri od ss e p	( 16 16 8) ,
Fin cin et an g e xp en ses , n	24 18 7 ,
Ta n i xe s o nc om e	( 1, 09 1)
cia tio nd iza tio De ort pre n a am n e xp en ses	15 87 9 ,
Ad jus of the Ta lm ei Yo sef PV Pl du alc ula tio n b d o he fix ed de l tm t to ant e t n t et en re ve nu es o c ase ass mo	2, 12 2
Sh -ba sed ts are pa ym en	12 8
Ad jus ted EB IT DA de fin ed the Se rie s C D eed of Tr ust as	25 05 7 ,

⁵ The term "Adjusted EBITDA" is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of NON-IFRS Financial Measures."

¹⁵

Information for the Company's Series D Debenture Holders

The Deed of Trust governing the Company's Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of September 30, 2022, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series D Deed of Trust) was approximately €135.7 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 34.1%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA6 was 2.3.

The following is a reconciliation between the Company's loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended September 30, 2022:

	Fo he fou r t rte r-q ua r
	iod ded per en
	Se be r 3 0, 20 22 tem p
	Un dit ed au
	€ i ho nd n t usa s
for th eri od Lo ss e p	( 16 16 8) ,
Fin cin et an g e xp en ses , n	24 18 7 ,
Ta n i xe s o nc om e	( 1, 09 1)
De cia tio nd iza tio ort pre n a am n e xp en ses	15 87 9 ,
Ad jus of the lm ei sef Pl du alc ula tio n b d o he fix ed de l Ta Yo PV tm t to ant e t n t et en re ve nu es o c ase ass mo	2, 12 2
Sh -ba sed ts are pa ym en	12 8
7 Ad jus da rel ati oje ith a C rci al Op tio n D du rin the fo ced ing tm t to ta to cts ate art en ng pr w om me era g ur pre qu ers	5, 83 2
Ad jus ted EB IT DA de fin ed the Se rie s D D eed of Tr ust as	30 88 9 ,

7 The adjustment is based on the results of Ellomay Solar since June 24, 2022.

⁶ The term "Adjusted EBITDA" is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of NON-IFRS Financial Measures."

¹⁶

Integrated Developer, Owner and Operator of Renewable Energy Projects

Investors Presentation December 2022

Disclaimers

General:

The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including our Annual Report on Form 20-F for the year ended December 31, 2021, and other filings that we make from time to time with the SEC. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only based on such information as is contained in such public filings, after having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. In making this presentation available, we give no advice and make no recommendation to buy, sell or otherwise deal in our shares or in any other securities or investments whatsoever. We do not warrant that the information is either complete or accurate, nor will we bear any liability for any damage or losses that may result from any use of the information.

Neither this presentation nor any of the information contained herein constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. No offering of securities shall be made in Israel except pursuant to an effective prospectus under the Israeli Securities Law, 1968 or an exemption from the prospectus requirements under such law.

Historical facts and past operating results are not intended to mean that future performances or results for any period will necessarily match or exceed those of any prior year.

This presentation and the information contained herein are the sole property of the Company and cannot be published, circulated or otherwise used in any way without our express prior written consent.

Information Relating to Forward-Looking Statements:

This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements included in this presentation , other than statements of historical facts, are forward-looking statements. Such forward looking statements include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects, income, expenses and other aspects of our business are based on current expectations that are subject to risks and uncertainties and are based on the current government tariff and/or commercial agreements relating to each project and on the current or expected licenses and permits of each project. In addition, the details, including projections, concerning projects that are under advanced development or early stage development that are included in the presentation are based on the current internal assessments of our management and there is no certainty or assurance as to our ability to advance or complete these projects, as the advancement of such projects requires, among other things, approvals, land rights, permits and financing (both equity and project financing). The use of certain words, including the words "estimate," "project," "intend," "expect", "plan", "believe," "will" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, including inability to obtain financing required for the development and construction of projects, changes in the market price of electricity and in demand for electricity, regulatory changes, including extension of current rules or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain and Italy, increases in interest rates, inability to obtain permits, timely or at all, delays in the development, construction or commencement of operations of the projects under development, the impact of continued war between Russia and Ukraine, including its impact on electricity prices, the availability and prices of raw materials, components and equipment, and disruptions in supply, changes in the climate, the impact of the Covid-19 pandemic on our operations and projects, including in connection with steps taken by authorities in countries in which we operate, limited scope of projects identified for future development, our inability to reach the milestones required under the conditional license of the Manara project, fluctuations in exchange rates, changes in the supply and prices of resources required for the operation of our facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations or construction of the power plants we own. These and other risks and uncertainties associated with our business are described in greater detail in the filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Highlights

Public company traded in TASE & NYSE American for 637M NIS as of December 28, 2022

From development to operation

Trusted by financial institutes and banks

Financial and technological expertise

Active in various markets and locations

Renewable energy as a long term, adaptable business

Ongoing growth with conservative leverage ratios

Our Vision

To be ahead of the curve in green energy generation and storage technologies.

To provide comprehensive solutions, from development to operation, enabling a stable supply of renewable energy from varied sources.

To be a profitable and sustainable business based on enhanced financing strategies and advanced technological expertise.

To protect the environment and benefit society by providing clean and cheap energy from renewable sources.

Our Objectives Energy Revolution as a Long-Term, Profitable Business

Continuous Growth

Growing our renewable energy and power generation activities from development to operation – in Europe and Israel

Constant Cash Flow

Creating continuous cash flow from various assets in diverse renewable energy and energy storage applications

Monetary Policy

Maintaining conservative leverage ratios and monetary strength

Business Development Roadmap

2019	2020	2021	2022
Acquired remaining 49% of NL biogas projects	Talasol connection to the grid (December 2020)	Manara PSP, commencement of work of the EPC contractor	Talasol refinance at approximately 3% fixed interest rate with a term of
Sold 49% of Talasol	Won 20 MW PV + storage in	(April 2021)	23 years, with approximately
	a quota tender process published by the Israeli	Ellomay Solar 28 MW PV in Spain 90 % of construction	75% leverage
Financial closing and start	Electricity Authority	completed	180 MW PV in Italy received
construction in Talasol Sold 22.6 MW Italian	Project includes: 40 MWH DC power 80 MWH battery storage	35 MW Italy PV ready for construction	permits and are in ready to build status
PV portfolio with profit of ~ 19Mil €	Acquired Gelderland biogas project in the Netherlands, with a permit to produce	87 MW project in Italy receive the authorizations required for the building	Ellomay Solar 28 MW PV in Spain connected to grid
Executed 2 Framework	~ 7.5 million Nm3 per year	and operation of the PV facility (AU)	20 MW PV in Italy under
Agreements for the Development of 515 MW	and actual production capacity of ~ 9.5 million	437 MW PV in Italy in	construction
PV Projects in Italy	Nm3 per year	advanced development stage

Financial Forecast

(1) Of total expected 352 MW, 63 MW are under advanced development

• The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

• Includes the Company's share in Dorad. The Company's share in Dorad is presented based on expected distributions of profits and not on the basis of equity gain using the equity method

The Talasol PV plant's and the Manara PSP expected revenues, Adjusted EBITDA and Adjusted FFO include minority holdings
Adjusted FFO is presented after projects and corporate financing and tax expenses

• The projections were prepared based on the assumption that new facilities in Italy will be financed up to 60% by project finance and the reminder will be financed using funds that will be raised mainly via the issuance by the Company of debentures to the public in Israel

Clarification: The update to the previously published projected Financial forecast is mainly due to Higher Electricity and gas prices in Accordance with current projections. The projections are based on current timelines and plans. The actual Achievement of the timelines and Schedules is subject to many risks and uncertainties, some of which are not within the Company's control

Expected construction

See appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures

Development Projects – Growth

Early Stage Development 800 MW	Italy+ Spain +Israel - aggregated 800 MW PV

Under Advanced Development 351 MW	Italy - 311 MW PV Israel - 40 MW PV + Storage

Under / Ready for Construction 356 MW	Italy - 200 MW PV Manara Cliff, Pumped Storage - 156 MW

Connected to the grid 444 MW	Spain – 335.9 MW PV Biogas - Netherlands Israel - 9 MW PV Dorad Power Station

Diverse Green Energy Infrastructure

Development, Construction, Operation

Clean Energy | Natural Gas Energy Storage | Pumped Storage

Projects Summary

(EUR Millions)

Projects	% Ownership	License	Capacity MW	Expected Annual Revenues in 2023	Expected Annual Adjusted EBITDA in 2023	Expected Annual Adjusted FFO in 2023	Expected Debt as of December 31, 2022	Expected interest on loans in 2023	Expected principal repayment on bank loans in 2023	Expected Cash flow in 2023
Connected to the grid and operating
Spain – Talasol PV (1)	51%		300	38	28	19	165	6.1 (2)	7.4	12
Spain – 4 PV	100%	2041	7.9	4.3	3.3	2.5	13.4	0.4	1.1	1.5
Spain – Ellomay Solar PV	100%		28	9	5.5	4.6	-	-	-	4.6
Israel – Talmei Yosef PV (3)	100%	2033	9	4.2	3.6	2.4	16	0.9	1.9	0.6
The Netherlands – Biogas	100%	2031	19 base load	17	4.1	3.8	10	0.3	2.3	1.5
Israel – Dorad (based on 2021 reports) (4)	~9.4%	2034	860 (the company's share is ~ 80)	52	12	-	-	-	-	3
Total Installed			444 MW

(1) For 100% holding. The Company'sshare is 51%

(2) Includes 1.2 EUR million interest on loans granted by the minority shareholders of Talasol

(3) The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12 (as it is presented in the Company's financial statements)

(4) The figures represent the Company'sshare

See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures

Projects Summary

(EUR Millions)

Projects	% Ownership	Expected timeline	MWp/ MWp/h	Expected Annual Revenues	Expected Annual EBITDA	Expected Annual FFO	Expected Cost
Under / Reay for Construction
Israel – Manara Cliff	83.34 %	Expected production start: 2026	156	74 (*)	33 (*)	23 (*)	476
Italy - PV	100%	Expected production start: 2023-2024	200	40 (**)	36 (**)	26 (**)	213
Total Under / Ready for Construction			356 MW
Under Development
Israel - PV + Storage	100%	Expected construction start: 2023-2024	40
Italy – PV Advanced Development	100%	Expected construction start: 2024-2025	311
Italy & Spain & Israel PV Early stage development	100%		800
Total Under Development			1151 MW

* On an average basis for 100% holding. The Company'sshare is ~ 83.34%. Based on the NIS/EUR exchange rate as of December 31, 2021 : NIS 3.5199/1 EUR.

** On an average basis for the first five years of operations.

The Company will be required to raise additional funds in order to fulfill its development plans

Waste-to-Energy (Biogas) Projects

G.G.GELDERLAND

Waste-to-Energy (Biogas) Projects

EUR Millions	2022 (E)	2023 (E)	2024 (E)	2025 (E)	2026 (E)
Revenues	12.7	17	22.2	18	17.8
Cost of Sale	(9.1)	(10.3)	(10.4)	(10)	(9.9)
Gross Margin	3.6	6.7	11.8	8	7.9
Opex	(2.6)	(2.6)	(2.8)	(2.8)	(2.8)
EBITDA	1	4.1	9	5.2	5.1
Interest on bank loans	(0.4)	(0.3)	(0.3)	(0.2)	(0.1)
Taxes on income	-	-	-	-	-
Adjusted FFO	0.6	3.8	8.7	5	5

See Appendix C for reconciliation and disclosure regarding the use of non-IFRS financial measures

PSP MANARA Under construction

View of the MAIN ENTRANCE PORTAL and LOW PRESSURE PORTAL

Israel - Manara Cliff Pumped storage project

Ownership: Ellomay Capital Ltd.: 83.34 % AMPA Investments Ltd.: 16.66%* Plant type: pumped hydro storage plant

Location: Manara Cliff - Israel

Expected Capacity: 156 MW

Expected Cost: ~EUR 476M

Commencement of construction works: April 2021 Expected Revenues **: ~74M EUR

Expected EBITDA**: ~33M EUR

Total storage capacity ~ 1900 MWh

* Sheva Mizrakot Ltd. holds 25% of th e Ma n a ra p roje ct. 66.67% of Sh e va Mizra kot is ow n e d b y Am p a In ve stm e n ts Ltd . (re p re se n tin g 16.66% of th e Manara p roje ct) a n d th e re m a in in g 33.33% a re in d ire ctly ow n e d b y th e Com p a n y (re p re se n tin g 8 .34 % of the Manara p roje ct).

** On an average basis for 100% holding per annum. The Company's share is ~ 83.34%. Based on the NIS/EUR exchange rate as of December 31, 2021 : NIS 3.5199/1 EUR

Manara Cliff - Upper Reservoir

Manara Cliff - Main Access Tunnel

Manara Cliff - Lower reservoir - Wick Drains

Pumped Hydro Storage Market Overview

The Pumped Hydro Storage method stores energy in the form of gravitational potential energy of water, pumped from a lower elevation reservoir to a higher elevation.

365/24/7

Energy storage enables stable power delivery all day and all year round.

Spain – Talasol

Acquired: 2017

Plant type: 1 PV plant

Location: Talaván, Cáceres, Spain

Capacity: 300 MW

Starting power production: December 2020 Final Cost: 227M EUR

Exp ecte d Annual Revenue *: EUR 29-30 M

* On an average annual basis. Forecast is provided for 100% holding (the Company's share is 51%)

Framework Agreements

for the Development of 1020 MW PV Projects in Italy

Signed:
2020

Plant type: Multi PV plants

Expected Capacity: 1,020 MW

Expected construction: 20 MW – 2022 185 MW – 2023 243 MW – 2024 352 MW – 2025 220 MW – 2026

Italy

Location:

Expected Cost: ~900-940 MIL EUR

מחכה לתמונה

איכותית

Tender winning date	July 14, 2020
Location	Israel
Total installed capacity (MWh) –DC*	40
Total installed capacity (MWh, Calc.) –AC*	20
% of electricity through battery	19.7%
Expected annual power production (MW)	72,771
Expected construction cost	NIS 160 M
Tariff (Ag)	19.90
License operation period (years)	23

* This capacity may include more then one project * Source: https://www.nrel.gov/research/publications.html

Key Balance Sheet Figures (EUR thousands)

	December 31, 2020	% Of BS	December 31, 2021	% Of BS	Sep 30, 2022	% Of BS
Cash and cash equivalent, deposits and marketable securities	76,719	17%	71,585	13%	50,338	8%
Financial Debt*	280,893	61%	356,194	65%	382,548	64%
Financial Debt, net*	204,174	44%	284,609	52%	332,210	56%
Property, plant and equipment net (mainly in connection with PV Operations)	264,095	57%	340,065	62%	366,825	61%
Investment in Dorad	32,234	7%	34,029	6%	34,972	6%
CAP*	405,919	88%	470,301	85%	436,573	73%
Total equity	125,026	27%	114,107	21%	54,025**	9%
Total assets	460,172	100%	551,979	100%	596,844	10100%0

* See Appendix B for calculations

** The changes in the financial power swap that covers approximately 80% of the output of the Talasol PV Plant (the "Talasol PPA") are recorded in the Company's shareholders' equity through a hedging reserve. The Talasol PPA experienced a high volatility due to the substantial increase in electricity prices in Europe and as of September 30, 2022, the total impact of the changes in fair value of the Talasol PPA amounted to an approximately €81.7 million decrease in the Company's shareholders' equity. The adjusted equity as defined under the deed of trust governing series C and Series D debentures amounts to approximately €135.7 million

	December 31, 2020	December 31, 2021	Sep 30, 2022
Financial Debt to CAP *	69%	76%	88%
Financial Debt, net to CAP *	50%	61%	76%
* Adjusted Financial Debt, net to Adjusted CAP, net	5.1%	34.5%	34.1%

Summary

Renewable energy industry enjoys favorable business prognosis and supportive regulation

Competitive pricing, no need for governmental subsidizing

High segmental and geographic diversity. Revenue not dependent on a specific project

Long term agreements reduce demand market risk

Value based financing policy with conservative leverage, high capital and investment ratios

Continuous growth. Sustainable, proven business experience

Appendix A – Adjusted Revenue, Adjusted EBITDA and Adjusted FFO

Use of NON-IFRS Financial Measures

Adjusted Revenues, Adjusted EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the terms "Adjusted Revenues," "Adjusted EBITDA" and "Adjusted FFO" to highlight the fact that in the calculation of these non-IFRS financial measures the Company presents the revenues from the Talmei Yosef PV plant under the fixed asset model and not under IFRIC 12, presents its share in Dorad based on distributions of profit and not on the basis of equity gain using the equity method and includes the financial results of Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules. The Company presents these measures in order to enhance the understanding of the Company's operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate Adjusted Revenues, Adjusted EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. We cannot, without unreasonable effort, forecast the financial results of Dorad, which are included in our financial results as an equity accounted investee, as Dorad's results are based on items that cannot be predicted, including demand, indexation effects and natural gas costs. In addition, items included in our projected net profit (loss) and in the projected reconciliation, are impacted by items that are difficult to predict in advance and are not within our control, including, but not limited to, foreign exchange rate fluctuations, equity compensation costs, impairment and (gain) loss on sale of businesses. Therefore, the items included in the reconciliation are included based on our current estimates and information known to us. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.

Reconciliation of Net Income to Adjusted EBITDA & Adjusted FFO (in € millions)

	2022 (E)	2023 (E)	2024 (E)	2025 (E)	2026 (E)
Revenues	~59	~77	~105	~158	~195
The Company's share in Dorad's distributions of profits	~3	~3	~3	~4	~4
Adjustment to fixed asset model in connection with the PV Plant located in Talmei Yosef	~3	~3	~3	~3	~3
Adjusted Revenues	~65	~83	~111	~165	~202

Net income for the period, adjusted as set forth in the notes below	~3	~7	~19	~38	~39
Financing expenses	~13	~18	~29	~35	~37
Taxes on income(tax benefit)	~2	~4	~9	~18	~19
Depreciation	~14	~17	~22	~38	~52
Adjusted EBITDA	~32	~46	~79	~129	~147
Interest on bank loans, debentures and others	~(12)	~(18)	~(29)	~ְ(35)	~ְ(33)
Taxes on income paid in cash	~(2)	~(4)	~(9)	~(18)	~(18)
Adjusted FFO	~18	~24	~41	~76	~96

Adjusted EBITDA	~32	~46	~79	~129	~147
G&A corporate	~5	~5	~5	~5	~5
Project development costs	~2	~2	~2	~2	~2
Adjusted EBITDA from projects	~39	~53	~86	~136	~154

Adjusted FFO	~18	~24	~41	~76	~96
G&A corporate	~5	~5	~5	~5	~5
Project development costs	~2	~2	~2	~2	~2
Interest on debentures	~4	~5	~7	~11	~11
Adjusted FFO from projects	~29	~36	~55	~94	~114

• The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

• The Company's share in Dorad is presented based on distributions of profits and not on the basis of equity gain using the equity method

• The expected revenues, Adjusted EBITDA and FFO of the Talasol PV plant include minority holdings

• Adjusted FFO is presented after projects and corporate financing and tax expenses

Appendix B – Leverage Ratios

Leverage ratios according to adjusted net financial debt and adjusted net equity

€ thousands	31/12/2020	31/12/2021	30/9/2022
Current liabilities
Current maturities of long term bank loans	(10,232)	(126,180)	(12,417)
Current maturities of long term loans	(4,021)	(16,401)	(10,000)
Debentures	(10,600)	(19,806)	(19,785)
Non-current liabilities
Long-term bank loans	(134,520)	(39,093)	(219,658)
Other long-term loans	(49,396)	(37,221)	(21,697)
Debentures	(72,124)	(117,493)	(98,991)
Financial Debt (A)	(280,893)	(356,194)	(382,548)
Less:
Cash and cash equivalents	(66,845)	(41,229)	(48,487)
Marketable Securities	(1,761)	(1,946)	(1,851)
Short term deposits	(8,113)	(28,410)	-
Financial Debt, net (B)	(204,174)	(284,609)	(332,210)
Total equity (C)	(125,026)	(114,107)	(54,025)
Financial Debt (A)	(280,893)	(356,194)	(382,548)
CAP (D)	(405,919)	(470,301)	(436,573)
Financial Debt to CAP (A/D)	69%	76%	88%
Financial Debt, net to CAP (B/D)	50%	61%	76%

Leverage ratios according to the Company's balance sheet

€ thousands	31/12/2020	31/12/2021	30/9/2022
Financial Debt
Bank loans (*)	144,752	165,654	235,871
Other long-term loans	53,417	53,622	31,697
Debentures (*)	82,724	139,664	120,490
Other interest bearing liabilities	9,702	3,996	-
Financial Debt (A)	290,595	362,936	388,058
Less:
Project finance and related hedging transactions Cash and cash equivalents	(207,739) (66,845)	(223,272) (41,229)	(267,568) (48,487)
Marketable Securities	(1,761)	(1,946)	(1,851)
Short term deposits	(8,113)	(28,410)	-
Adjusted Financial Debt, net (A) (**)	6,137	68,079	70,152
Total equity	125,026	114,107	54,025
Add (deduct):
Changes in the fair value of electricity price hedge
transactions (PPA)	10,238	15,671	81,682
Total Adjusted equity (B) (**)	114,788	129,778	135,707
Adjusted CAP, net (C)	120,925	197,857	205,859
Adjusted Financial Debt, net to Adjusted CAP, net (A/C)	5.1%	34.5%	34.1%

* Debt amounts presented not including associated costs which were capitalized and therefore offset from the debt amount

** As defined in the Series C and D Deed of Trust

Use of NON-IFRS Financial Measures

The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus finance lease obligations plus long-term bank loans plus debentures (non-current liabilities), Financial Debt, Net as Financial Debt minus cash and cash equivalent minus investments held for trading minus short-term deposits and CAP as equity plus Financial Debt. The Company presents these measures in order to enhance the understanding of the Company's leverage ratios and borrowings.

While the Company considers these measures to be an important measure of leverage, these measures should not be considered in isolation or as a substitute for long-term borrowings or other balance sheet data prepared in accordance with IFRS as a measure of leverage. Not all companies calculate these measures in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies.

Appendix C – Biogas EBITDA and Adjusted FFO

Use of NON-IFRS Financial Measures

EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the term "Adjusted FFO" to highlight the fact that the financing expenses presented in the calculation of Adjusted FFO exclude interest on inter-company loans. The Company presents these measures in order to enhance the understanding of the Company's bio gas operations and to enable comparability between periods. While the Company considers these non- IFRS measures to be important measures of comparative operating performance, these non-IFRS measures should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.

Reconciliation of Biogas Net Income to EBITDA & Adjusted FFO (in € millions)

	2022 (E)	2023 (E)	2024 (E)	2025 (E)	2026 (E)
Net Income (loss) for the period	(1.9)	1.2	6.1	2.4	2.4
Financing Expenses, net	0.4	0.3	0.3	0.2	0.1
Taxes on Income	-	-	-	-	-
Depreciation	2.5	2.6	2.6	2.6	2.6
EBITDA	1	4.1	9	5.2	5.1
Interest on bank loans	(0.4)	(0.3)	(0.3)	(0.2)	(0.1)
Taxes on Income	-	-	-	-	-
Adjusted FFO	0.6	3.8	8.7	5	5

THANK YOU

For further Info

Ran Fridrich, CEO| [email protected] Kalia Rubenbach, CFO | [email protected] www.ellomay.com

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Ellomay Capital Ltd.

6770_rns_2022-12-31_b2f87c0e-b039-49ed-8d24-95dc966f1fc7.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ellomay Capital Ltd.

Signatures

Ellomay Capital Announces Results of 2022 Annual General Meeting of Shareholders

About Ellomay Capital Ltd.

Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2022

Financial Highlights for the Nine Month Period Ended September 30, 2022

CEO Review for the First Nine Months of 2022

Activity in Israel:

Use of NON-IFRS Financial Measures

About Ellomay Capital Ltd.

Information Relating to Forward-Looking Statements

11

Potential Warning Signs

Financial Covenants

Net Financial Debt

Information for the Company's Series C Debenture Holders.

Information for the Company's Series D Debenture Holders

Integrated Developer, Owner and Operator of Renewable Energy Projects

Disclaimers

General:

Information Relating to Forward-Looking Statements:

Investor Highlights

Our Vision

Our Objectives Energy Revolution as a Long-Term, Profitable Business

Continuous Growth

Constant Cash Flow

Monetary Policy

Business Development Roadmap

Financial Forecast

Development Projects – Growth

Diverse Green Energy Infrastructure

Projects Summary

Projects Summary

Waste-to-Energy (Biogas) Projects

G.G.GELDERLAND

Waste-to-Energy (Biogas) Projects

PSP MANARA Under construction

View of the MAIN ENTRANCE PORTAL and LOW PRESSURE PORTAL

Israel - Manara Cliff Pumped storage project

Total storage capacity ~ 1900 MWh

Manara Cliff - Upper Reservoir

Manara Cliff - Main Access Tunnel

Manara Cliff - Lower reservoir - Wick Drains

Pumped Hydro Storage Market Overview

365/24/7

Spain – Talasol

Framework Agreements

Key Balance Sheet Figures (EUR thousands)

Summary

Appendix A – Adjusted Revenue, Adjusted EBITDA and Adjusted FFO

Use of NON-IFRS Financial Measures

Reconciliation of Net Income to Adjusted EBITDA & Adjusted FFO (in € millions)

Appendix B – Leverage Ratios

Leverage ratios according to adjusted net financial debt and adjusted net equity

Leverage ratios according to the Company's balance sheet

Use of NON-IFRS Financial Measures

Appendix C – Biogas EBITDA and Adjusted FFO

Use of NON-IFRS Financial Measures

Reconciliation of Biogas Net Income to EBITDA & Adjusted FFO (in € millions)

THANK YOU

For further Info

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