Ellomay Capital Ltd.

Investor Presentation • Jun 17, 2019

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 2019 Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant's name into English)

9 Rothschild Blvd., Tel Aviv 6688112, 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- ________

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 2019 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 17, 2019

Integrated Developer Owner and Operator of Renewable Energy Projects Investors Presentation – June 2019

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, 2018, 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

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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 and the objectives of management are forward-looking statements. Such forward looking statements include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company are based on current expectations that are subject to risks and uncertainties. The projections included in the presentation are based on the current government tariff and/or commercial agreements relating to each project and on the current licenses and permits of each project. In addition, the details 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, permits and financing. The use of certain words, including the words "estimate," "project," "intend," "expect", "plan", "believe" 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 regulation and tariffs, changes in the climate and delays in the construction and commencement of operations of the Talasol project. 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 for ~ NIS 345M

From development to operation

Trusted by financial institutes and banks

9 [
3 L

Financial and technological expertise

Renewable energy as a long term, adaptable business

Ongoing growth with conservative leverage ratios

Our Vision

To be ahead of the curve in the 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.

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

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 relatively low leverage ratios and monetary strength.

Business Development Roadmap

2016	2017	2018	2019
Acquired	Manara Cliff -	Talasol, Spain -	Sold 49% of
51% of Biogas	Conditional license	Signed a PPA for	Talasol's equity
projects in	for pumped storage	80% of the
Netherlands	Acquired Talmei	expected output
	Yosef PV Plant	Financing	Financial closing
		agreements with	and the start of
	Commercial	Deutsche Bank	construction
	operation of first Biogas Project in	and EIB	work in Talasol

Financial Forecast (in million of Euro)

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

Development Projects –	Growth
Early stage Development 500 MWp	Italy and Spain - PV aggregated 500 MWP
Under Development 184 MWp	Israel - Manara Cliff, Pumped Storage Solar 28MW PV (1) Spain - Ellomay
Under Construction 300 MWp	Spain - Talasol, PV 300 MWP
Connected to the grid 138.5 MWp	PV – Italy, Spain & Israel; Biogas – Netherlands ; Dorad Power Station
(1) Ellomay Solar –	received grid connection permit and land lease agreement 8

Diverse Green Energy Infrastructure

Development, Construction, Operation

Clean Energy | Natural Gas Energy Storage | Pumped Storage

Projects Summary (EUR Millions)

			Projects Summary (EUR Millions)
Projects	% Ownership	License	MWp/ MWp/h	Expected distribution in 2019	Expected Annual revenues in 2019	Expected Annual EBITDA in 2019	Expected Annual FFO in 2019	Expected Debt as of December 31, 2019	Expected interest payment in 2019	Expected Cash flow - 2019
	Connected to the grid and operating
Italy – 12 PV	100%	2031	22.6 MWp		9.4	7.9	6.3	31.2	0.64	3.04
Spain – 4 PV	100%	2041	7.9 MWp		3	2.2	1.6	17.1	0.54	0.61
Israel – Talmei Yosef (1)	100%	2033	9 MWp		3.9	3.4	2.5	18.0	0.88	0.98
The Netherlands	100%	2031	9 MWp base load equal to 850 m3/h gas production		6.9	3.1	3.0	8.9	0.28	2.04
Israel – Dorad (based on 2018 reports)	9.38%	2034	850MWp (of which the company's share is ~ 80 MWp)	2.9	57.5	12.8	-	-	-	2.9
Total Installed			MW 138.5

Projects Summary (EUR Millions)

Projects	% Ownership	License	MWp/ MWp/h	Expected Annual Income following commercial operation	Expected Annual EBITDA following commercial operation	Expected Annual FFO following commercial operation	Debt	Expected interest payment	Expected Cash Flow following commercial operation
Under construction
Spain – Talasol*	51%	Expected production start: Q4 / 2020	300 MWp	23-25	17-18	12-13	Long term loans obtained in an aggregate amount of approximately EUR 131 million	4	4-5
Under Development
Israel – Manara Cliff	75%	Expected production start: 2024	156 MWp
Spain - Ellomay Solar	100%	Expected production start: 2021	28 MWp
Early stage development - Italy and Spain	100%		500 MWp
Total in Development			684 MWp

Spain -	Talasol
Acquired: 2017	Plant type: 1 PV plant	Location:	Talaván, Cáceres, Spain
Expected Capacity:	Starting power production:		Expected Cost:		Expected Annual Revenue:
300 MWp	Expected H2/2020	EUR 227M			EUR 23-25M
	Business strategy and timeline:
June 2018: METKA – procurement and engineering agreement	July 2018: June 2018: Interest hedging PPA agreement, GOLDMAN 80% for 10 years SACKS		December 2018: Financing from DEUTSCHE BANK and EIB –EUR 131 Million		April 2019: Sold 49% of Talasol Equity for EUR 16.1 M		April 2019: Construction start by the EPC

Business strategy and timeline:

June 2018: December 2018: July 2018: April 2019: April 2019: METKA – June 2018: Financing from Interest hedging Sold 49% of Construction procurement DEUTSCHE BANK PPA agreement, GOLDMAN Talasol Equity start by the and engineering 80% for 10 years SACKS for EUR 16.1 M EPC agreement 131 Million
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--

Israel - Manara Cliff Acquired: Ellomay Capital Ltd. –75%

Acquired: Ellomay Capital Ltd. –75% Sheva Mizrakot Ltd. –25%		Plant type: 1 pumped storage plant		Location:
Expected Capacity: 156 MWp	Starting power production: Expected 2024		Expected Cost: EUR 350M

Business strategy and timeline:

August 2016: Conditional license granted for construction

November 2018: Execution of "letter of appointment" with ELECTRA (EPC contractor)

Expected financial closing until end of 2019

Key Balance Sheet Figures
	December 31,		2018	% Of BS
Cash and cash equivalent, marketable securities	26,124	13%	32,014	18%
Financial Debt*	106,515	54%	117,435	56%
				37%
Financial Debt, net*	80,391	41%	78,421
Property, plant and equipment net (mainly in connection with PV Operations)	78,837	40%	87,220	41%
Investment in Dorad	30,821	16%	31,987	15%
CAP*	184,015	93%	194,392	92%
Total equity	77,500	39%	76,957	36%

	December 31, 2017	December 31, 2018
Financial Debt to CAP *	58%	60%
Financial Debt, net to CAP *	44%	40%

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

agreements reduce demand market risk

Long term Value based financing policy with relatively low leverage, high capital and investment ratios

Continuous growth. Sustainable, proven business experience

Renewable Energy Market and Business Environment

Renewable energy is an ongoing, worldwide sustainable economy trend, with an ever growing production and consumption of green energy.

1. http://www.brinknews.com/eu-2020-renewable-energy-goals-on-track/ 2. http://appsso.eurostat.ec.europa.eu/nui/show.do?dataset=nrg_ind_ren&lang=en 3. https://www.irena.org/- 4. https://trilemma.worldenergy.org/ ⁰¹ Renewable energy EU goal for 2020: 20% of energy mix[1] ⁰³ EU produces 20.23% of the world's renewable energy[3] ⁰² Currently 17% in 28 member states[2] ⁰⁴ The EU holds nine of the top 10 spots in the terms of energy security in the global rankings[4]

/media/Files/IRENA/Agency/Publication/2018/Jul/IRENA_Renewable_energy_highlights_July_2018.pdf ?la=en&hash=F0E22210DEB43512673D6A573C1879F10CFC41D0

Israel - Renewable Energy Production Goals

https://www.gov.il/he/Departments/General/renewable_energy אנרגיות- מתחדשות-הפוטנציאל-הלא-ממומש-ש//israel/il.co.evm.www://https

The Photo-Voltaic Market Overview

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

IEA: PV expected to double until 2023

Waste-to-Energy Market Overview

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

* https://www.statista.com/statistics/480452/market-value-of-waste-to-energy-globally-projection/ http://european-biogas.eu/2019/02/01/eba-annual-report-2019/

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 power delivery all day and all year round.

THANK YOU

For further Info: Ran Fridrich, CEO: ranf@ellomay.com Kalia Weintraub, CFO: kaliaw@ellomay.com

www.ellomay.com

Appendix A – Adjusted EBITDA and Adjusted FFO

Appendix A –	Adjusted EBITDA and Adjusted FFO
Use of NON-IFRS Financial Measures	Reconciliation of Net Income to Adjusted EBITDA & Adjusted FFO			(in €	millions)
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 EBITDA" and "Adjusted FFO" to highlight the fact that the Company presents the revenues from the Talmei Yosef PV plant under the fixed asset mode and not under IFRIC 12 and presents its share in Dorad based on distributions of profit and on the basis of equity gain using the equity method. 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,		2018	2019 (E) (1) (2)	2020 (E) (1) (2)	2021 (E) (1) (2)	2022 (E) (1) (2)
	Net income for the period	0.6	2.4	8.3	11.0	13.3
	Adjustment to revenues due to Talmei Yosef PV plant that is presented under the fixed asset model	3.0
	Adjustment to the company's share in Dorad that is presented based on distributions of profits and not on the basis of equity gain using the equity method	2.0
including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In	Financing expenses, net	2.1	5.4	5.3	9.2	8.3
addition, Adjusted FFO does not represent and is not an alternative to cash flow			1.1	1.4	2.0	0.9
and is not an indication of cash available to	Taxes on income	0.2
from operations as defined by IFRS fund all cash flow needs, including the ability to make distributions. Not all	Depreciation	5.8	5.8	9.2	12.5	12.5
in the same manner, and	Adjusted EBITDA	13.7	14.7	24.2	34.7	35.1
	Financing expenses	-5.1	-5.4	-5.3	-9.2	-8.3
companies calculate Adjusted EBITDA or Adjusted FFO the measures as presented may not be comparable to similarly-titled measures presented by other companies. Our actual Adjusted EBITDA and Adjusted FFO may not be indicative of our historic operating results; nor is it meant to be predictive of potential future results. The Company uses these measures internally as performance measures and believes that when these measures are	Taxes on income	-0.2	-1.1	-1.4	-2.0	-0.9

Appendix B – Leverage Ratios

Appendix B –	Leverage Ratios
Use of NON-IFRS Financial Measures	thousands) Calculation of Leverage Ratios (in €
The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus		As of December 31, 2017	As of December 31, 2018
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	Current liabilities
	Loans and borrowings
		€ (3,103)	€ (5,864)
	Debentures	€ (4,644)	€ (8,758)
	Non-current liabilities
	Finance lease obligations	€ (3,690)	€ -
measures in order to enhance the understanding of	Long-term loans	€ (42,091)	€ (60,228)
the Company's leverage ratios and borrowings.	Debentures	€ (52,987)	€ (42,585)
While the Company considers these measures to be an important measure of leverage, these measures	Financial Debt (A)	€ (106,515)	€ (117,435)
	Less:
		€ 23,962	€ 36,882
should not be considered in isolation or as a	Cash and cash equivalents
substitute for long-term borrowings or other	Marketable Securities	€ 2,162	€ 2,132
balance sheet data prepared in accordance with IFRS as a measure of leverage. Not all companies	Financial Debt, net (B)	€ (80,391)	€ (78,421)
calculate these measures in the same manner, and
the measure as presented may not be comparable	Total equity (C)	€ (77,500)	€ (76,957)
to similarly-titled measures presented by other	Financial Debt (A)	€ (106,515)	€ (117,435)
companies.	CAP (D)	€ (184,015)	€ (194,392)
	Financial Debt to CAP (A/D)	58%	60%
	Financial Debt, net to CAP (B/D)	44%	40%