Share Issue/Capital Change • Aug 21, 2025
Share Issue/Capital Change
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To:
Israel Securities Authority Via the MAGNA system
TEL AVIV STOCK EXCHANGE LTD
22 Kanfei Nesharim St., Jerusalem 2 Ahuzat Bayit St., Tel Aviv
Pursuant to Section 1.27 of the company's 2024 periodic report regarding the activities of Doral LLC, and in light of accelerated development and maturation processes of significantscale projects, as well as entry into new projects, Doral LLC is working to diversify and strengthen its capital sources, including by considering the possibility of an initial public offering ("IPO").
Against this background, and in order to support the continued growth trend of Doral LLC, which is expected to also allow for increased holdings and deepened influence, the company and APG have formulated principal terms for a new investment round in Doral LLC.
According to the negotiations and principal agreements as of this date, the company, together with APG, will make investments totaling approximately \$330 million, as follows:
The company's share in the aforementioned investment round is expected to total approximately \$80 million, to be divided roughly equally between the SAFE Investment and the Center Investment.
As part of the owner investment round described above, and until its terms are fully finalized, the company and APG have provided approximately \$30 million and \$45 million, respectively, by way of convertible owner loans, in accordance with the existing owner agreement in Doral LLC, which will be converted to the SAFE Investment and the Center Investment upon their completion, if completed (the "Owner Loans").
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As of this date, there is no certainty regarding the execution of the SAFE Investment and/or the Center Investment, as not all terms for their execution have been agreed upon, and they are subject to the approval of the authorized organs of Doral LLC, the company, and APG, as well as the approval of other rights holders in Doral LLC. In addition, the investments may be subject to obtaining approvals from third parties, including project lenders and regulatory approvals, as required.
Delayed Reporting – In accordance with Regulation 36(b1) of the Securities Regulations (Periodic and Immediate Reports), 1970, the company delayed reporting regarding the provision of the Owner Loans (and approval of their increase up to \$70 million), which were made as part of the negotiations for the SAFE Investment and the Center Investment. The reporting delay was made so as not to thwart a possibility considered by Doral LLC for a third-party investment in Indiana Center together with or instead of the owners. Upon Doral LLC's decision to proceed with the owner investment in the Center without a third party, the reporting restriction was lifted.
The information detailed in this report, including regarding the expected cumulative capacity of the Indiana Center project, the actions of Doral LLC to diversify and strengthen its capital sources, including through an IPO (and the realization thereof), obtaining the required approvals for the SAFE Investment and/or the Center Investment, their actual execution and the terms for their execution, the total Owner Loans, the conversion of the Owner Loans to the SAFE Investment and/or the Center Investment, as well as the conversion of these investments into rights in Doral LLC, constitutes forward-looking information, as defined in the Securities Law, 1968, based, among other things, on the information, assessments, and plans of Doral LLC and the company, including based on discussions with the company's partners. These assessments and plans may not materialize, or may materialize only partially, due to many variables not under the exclusive control of the company or Doral LLC, as the case may be, including the approval of the authorized organs of the involved parties, economic-business, regulatory, and environmental variables, third-party approvals, as well as the general risk factors characterizing the company's activities detailed in Section 1.28 of Chapter A of the periodic report, the information of which is incorporated herein by reference. Accordingly, the information presented in this report may not materialize and/or may materialize in a manner materially different from what was anticipated by the company.
Respectfully,
Signed by: Dori Dudovich, Chairman, and Yoni Hanczis, CEO
¹⁰¹ Reference number: 2025-01-019059 (the "periodic report").
¹⁰² Doral Renewables LLC ("Doral LLC"). For details of the company's holdings in Doral LLC, see Section 1.1 of the periodic report.
¹⁰³ Which hold the Indiana Center 1 and 2 projects, whose expected cumulative capacity is approximately 720 MW (DC).
¹⁰⁴ The company's board of directors approved the provision of the Owner Loan by the company, with the possibility of increasing it up to approximately \$70 million. Until the conversion of the Owner Loans to the SAFE Investment and the Center Investment, if converted, the Owner Loans will bear interest at a rate of SOFR 8%+ per year. In the event that the Owner Loans are not converted to the aforementioned investments, they will be repaid from Doral LLC's available cash flow received from projects it owns, and before profit distributions, subject to the discretion of Doral LLC's board of directors. In addition, upon the occurrence of one of the events specified in the owner agreement, including an IPO of Doral LLC, the company will be entitled to choose whether to demand full repayment of the loan or to convert it into rights in Doral LLC, at a 20% discount to the value reflected for the rights in that event.
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