Ellomay Capital Ltd.

Investor Presentation • Jun 30, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, 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 June 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- ________

Explanatory Note

On June 30, 2022, Ellomay Capital Ltd. (the "Company"), published an investor presentation for June 2022 (the "Presentation"). The Presentation includes updates to the Company's projected results, mainly due to the update of construction schedules in accordance with current forecasts that have changed due to long delivery times of major components and increased EPC prices.

Exhibit Index

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

Exhibit 99.1 June 2022 Investor 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: June 30, 2022

Integrated Developer, Owner and Operator of Renewable Energy Projects

Investors Presentation June 2022

Disclaimers

General: The information contained in this presentation is subject to, and must be read in conjunction with, all other publically 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, other than statements of historical facts, included in this presentation regarding our plans, the objectives of management and projections of results 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 the business of the Company 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 development or early stage development that are included in the presentation are based on the current internal assessments of the Company's management and there is no certainty or assurance as to the ability of the Company 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 changes in the climate, inability to obtain financing required for the development and construction of projects, inability to obtain permits, timely or at all, delays in the commencement of operations of the projects under development, including the impact of continued war between Russia and Ukraine, including its impact on electricity prices, availability of raw materials, components and equipment, 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, limited scope of projects identified for future development, our inability to reach the milestones required under the conditional license of the Manara project, delays in the development and construction of other projects under development, fluctuations in exchange rates changes in the market prices of electricity and in demand, 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 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.

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Investor Highlights

Public company traded in TASE & NYSE American for 1,017M NIS as of June 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.

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

Constant cash flow

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

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

Maintaining conservative leverage ratios and monetary strength.

Business Development Roadmap

2019	2020	2021
			2022
Acquired remaining 49%	Talasol connection to	Manara PSP, Notice to	Talasol refinance at
of NL biogas projects	the grid (December 2020)	proceed to the EPC contractor (April 2021)	approximately 3% fixed interest rate with a term of
Sold 49% of Talasol	Won 20 MW PV + storage in		23 years. Approximately
	a quota tender process published by the Israeli	28 MW PV project, Spain 90 % of constriction	75% leverage
Financial closing and start construction in Talasol	Electricity Authority Project includes:	completed	102 MW PV in Italy received permits and they are in
	40 MWH DC power 80 MWH battery storage	35 MW PV in Italy ready	ready to build status
Sold 22.6 MW Italian		for construction
PV portfolio with profit of ~ 19Mil €	Acquired Gelderland biogas		Ellomay Solar 28 MW in
	project in the Netherlands, with a permit to produce	87 MW project in Italy receive AU	Spain connected to greed
Executed 2 Framework	~ 7.5 million Nm3 per year
Agreements for the	and actual production	437 MW PV in Italy in	20 MW PV plants in Italy
Development of 515 MW PV Projects in Italy	capacity of ~ 9.5 million Nm3 per year	advanced development stage	under construction

Financial Forecast

(in millions of Euro)

(1) Of total expected 352 MW, 129 MW under advanced development

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

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

major components and increased EPC prices.

Expected construction

Development Projects – Growth

Early Stage Development 800 MW	Italy+ Spain - aggregated 800 MW PV
Under Advanced Development 468 MW	Italy - 428 MW PV Israel - 40 MW PV + Storage
Under / Ready for Construction 278 MW	Italy - 122 MW PV Manara Cliff, Pumped Storage -	156 MW
Connected to the grid 444 MW	Spain – 335.9 MW PV Israel - 9 MW PV	Biogas - Netherlands Dorad Power Station

Diverse Green Energy Infrastructure

Development, Construction, Operation

Projects Summary

Projects	% Ownership	License	MW	Expected Distribution in 2022	Expected Annual Revenues in 2022	Expected Annual Adjusted EBITDA in 2022	Expected Annual Adjusted FFO in 2022	Expected Debt as of December 31, 2022	Expected interest on bank loans in 2022	Expected Cash flow in 2022
Connected to the grid and	operating
Spain – Talasol PV (1)	51%		300 MW		29-30	26	17	165	4.4	9-10
Spain – 4 PV	100%	2041	7.9 MW		2.9	2.0	1.5	13.4	0.4	0.5
Spain – Ellomay Solar	100%		28MW		3	2.8	2.5	-	-	2.5
Israel – Talmei Yosef PV (2)	100%	2033	9 MW		4.2	3.6	2.4	16	0.9	0.5
The Netherlands- Biogas	100%	2031	19 MW base load		13	2	1.6	10	04	-
Israel – Dorad (based on 2021 reports) (3)	~9.4%	2034	860 MW (the company's share is ~ 80 MW)	3	52	12	-	-	-	3
Total Installed			444MW

Projects Summary (EUR Millions)

** On an average basis for 100% holding. The Company's share 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. Full equity. Projects % Ownership License 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 MW 74 (**) 33 (**) 23 (**) 476 Italy - PV 100% Expected production start: 2023-2024 122 MW 9.1 (*) 7.9 (*) 6.7 (*) 116 Total Under / Ready for Construction 278 MW Under Development Israel - PV + Storage 100% Expected production start: 2023 40 MWp Italy - PV 100% Expected production start: 2023-2024 428 MWp Early stage development Italy + Spain - PV 100% 800 MWp Total Under Development 1268 MW

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

G.G.GELDERLAND

Waste-to-Energy (Biogas) Projects

EUR Millions	2022 (E)	2023 (E)	2024 (E)
Revenues	13	14	15
Cost of Sale	-8.3	-8.3	-8.1
Gross Margin	5	5.7	6.9
Opex	-2.7	-2.7	-2.7
Ebitda	2	3	4.2
Interest on bank loans	-0.4	-0.3	-0.3
Taxes on income	-	-	-
Adjusted FFO	1.6	2.7	3.9

Israel - Manara Cliff Pumped storage project Plant type: 1 pumped hydro storage plant

Ownership:

Ellomay Capital Ltd.: 83.34 % AMPA Investments Ltd.: 16.66%* 156 MW

Location: Manara Cliff - Israel

Expected Capacity:

Expected Cost: EUR 476M~ Notice To Proceed (NTP):

April 2021 Expected Revenues **: 74M EUR~

Expected EBITDA**: 33M EUR~

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(representing 16.66% of the Manara project) and the remaining 33.33% are indirectly owned by the Company (representing 8.34%). Total storage capacity ~ 1900 MWh

* Sheva Mizrakot Ltd. Holds 25% of the Manara project. 66.67% of Sheva Mizrakot is owned by Ampa Investments Ltd.

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

Spain – Talasol Plant type: 1 PV plant

Acquired: 2017

Location: Talaván, Cáceres, Spain 227M EUR

Capacity:

300 MW Starting power production: December 2020

Final Cost:

Expected Annual Revenue*: EUR 29-30M

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

Framework Agreements for the Development of 1209 MW PV Projects in Italy

Plant type: Multi PV plants

Expected Capacity:

1,059 MW Expected power production: 35 MW – 2022 184 MW – 2023 242 MW – 2024 352 MW – 2025 246 MW – 2026

Location: Italy

Expected Cost: ~800 MIL EUR

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מחכה לתמונה

איכותית

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

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Key Balance Sheet Figures (EUR thousands)

	December 31, 2020	% Of BS	December 31, 2021	% Of BS
Cash and cash equivalent, deposits and marketable securities	76,719	17%	71,585	13%
Financial Debt*	280,893	61%	356,194	65%
Financial Debt, net*	204,174	44%	284,609	52%
Property, plant and equipment net (mainly in connection with PV Operations)	264,095	57%	340,065	62%
Investment in Dorad	32,234	7%	34,029	6%
CAP*	405,919	88%	469,677	85%
Total equity	125,026	27%	113,483	21%
Total assets	460,172	100%	551,147	100%

	December 31, 2020	December 31, 2021
Financial Debt to CAP *	69%	76%
Financial Debt, net to CAP *	50%	61%
Strong Balance	Sheet, Sufficient	Liquidity
* See Appendix B for calculations

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

The Photo-Voltaic Market Overview

The Photo-Voltaic effect enables conversion of light into electricity using semiconductors. PV expected to

IEA: double until 2023

Waste-to-Energy Market Overview

Biogas is a renewable energy source, produced by fermentation of organic matter

energy in the form of gravitational potential energy of water, pumped from a lower elevation reservoir to a higher elevation. Energy storage enables power delivery all

365/24/7

day and all year round.

https://www.gminsights.com/industry-analysis/pumped-hydro-storage-market

THANK YOU

For further Info

Ran Fridrich, CEO| ranf@ellomay.com Kalia Rubenbach, CFO | kaliaw@ellomay.com www.ellomay.com

Appendix A – Adjusted EBITDA and Adjusted FFO Use of NON-IFRS Financial Measures

Non-IFRS 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 "Non-IFRS 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 Non-IFRS 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
	2022 (E)	2023 (E)	2024 (E)	2025 (E)
Revenues	~50	~63	~73	~95
The Company's share in Dorad's distributions of profits	~3	~3	~3	~4
Adjustment to fixed asset model in
connection with the PV Plant located in Talmei Yosef	~3	~3	~3	~3
Non-IFRS Revenues	~56	~69	~79	~102
Net income for the period, adjusted as set forth in the notes below	~5	~10	~12	~17
Financing expenses	~13	~13	~15	~21
Taxes on income (tax benefit)	~2	~4	~5	~5
Depreciation	~14	~17	~21	~29
Adjusted EBITDA	~34	~44	~53	~72
Interest on bank loans, debentures and others	~(12)	~(13)	~(15)	~ְ(21)
Taxes on income paid in cash	~(2)	~(4)	~(5)	~(7)
Adjusted FFO	~20	~27	~33	~44
Adjusted EBITDA	~34	~44	~53	~72
G&A corporate and project development
costs	~5	~5	~5	~5
Adjusted EBITDA from projects	~39	~49	~58	~77
Adjusted FFO	~20	~27	~33	~44
G&A corporate and project development
costs	~5	~5	~5	~5
Interest on debentures	~4	~5	~7	~13
Adjusted FFO from projects	~29	~37	~45	~62

Appendix B – Leverage Ratios Use of NON-IFRS Financial Measures The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus finance lease obligations

Calculation of Leverage Ratios (in € thousands)

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.	Short term deposits Financial Debt, net (B)	€ €	(8,113) (204,174)	€ €	(28,410) (284,609)
	Debentures Financial Debt (A) Less: Cash and cash equivalents Marketable Securities	€ € € €	(72,124) (280,893) (66,845) (1,761)	€ € € €	(117,493) (356,194) (41,229) (1,946)
	Debentures Non-current liabilities Long-term bank loans Other long-term loans	€ € €	(10,600) (134,520) (49,396)	€ € €	(19,806) (39,093) (37,221)
	Current liabilities Current maturities of long term bank loans Current maturities of long term loans	€ €	(10,232) (4,021)	€ €	(126,180) (16,401)
		As	of Dec 31 2020	As	of Dec 31 2021
Appendix B – Use of NON-IFRS Financial Measures	Leverage Ratios Calculation of Leverage Ratios (in € thousands)

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)

Reconciliation of Biogas Net Income to EBITDA & Adjusted FFO (in € millions)
	2022 (E)	2023 (E)	2024 (E)
Net Income (loss) for the period	(1.1)	0.2	1.4
Financing Expenses, net	0.6	0.3	0.3
Taxes on Income	-	-	-
Depreciation	2.5	2.5	2.5
Ebitda	2	3	4.2
Interest on bank loans	-0.4	-0.3	-0.3
Taxes on Income	-	-	-
Adjusted FFO	1.8	2.7	3.9