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Alony Hetz

Management Reports Nov 21, 2024

6634_rns_2024-11-21_1dd6290a-9ee7-48b7-a5c0-ac081e48cde4.pdf

Management Reports

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This document constitutes an unofficial translation of the original Hebrew documnet. The Hebrew version is the binding version. This translation was prepared for convenience purposes only.

QUARTERLY REPORT Q3 2024

Alony Hetz Properties & Investments ltd.

Amot, ToHa2, Tel Aviv (image)

Board of Directors' Report for the Nine- and Three-Month Periods ended September 30, 2024

The Board of Directors of Alony-Hetz Properties and Investments Ltd. (hereinafter: "the Company") is pleased to submit the Company's Board of Directors' Report for the nine- and three-month periods ended September 30, 2024 (hereinafter - the "Reporting Period"). This Board of Directors' Report and the updates therein, were prepared on the assumption that the reader has the Company's Periodic Report for 2023, published by the Company on March 13, 2024 (Ref: 2024-01-025152), including the chapter "Description of the Corporation's Business", the "Board of Directors' Report on the State of the Corporation's Business" and the "Consolidated Financial Statements" (hereinafter, collectively - the "Periodic Report for 2023").

1. Concise description of the Group

The Company and its consolidated companies (hereinafter - the "Group") have two areas of activity:

  • Main area of activity long-term investments in income-generating property companies in Israel and in western countries. As of the publication date of this report, the Group operates in the following markets: Israel, the United States, and the UK.
  • Additional area of activity investment in renewable energies. The Group has income-generating investments in the fields of photovoltaic energy and wind energy, as well as in the development and initiation of electricity generating facilities in Israel, Poland and in the United States.

1.1 The Group's main income-generating property investments as of September 30,

2024:

Activity in Israel

Holdings at a rate of 51.1% in Amot Investments Ltd. (hereinafter - "Amot"), a publicly traded income-generating property company whose securities are listed on the Tel Aviv Stock Exchange Ltd. For additional information, please see Section 2.3.4 below.

Activity in the United States

  • Holdings of 47.7% of the equity rights and 50% of the control of Carr Properties (hereinafter "Carr"), a private company that operates in the income-generating property field whose properties are located in the United States in the Washington D.C. area, in Boston and in Austin, Texas. For additional information, please see Section 2.3.5 below.
  • Holdings at a rate of 55% of the equity rights and 50% of the control in three property companies in the Boston metropolitan area (hereinafter - "AH Boston"). Two of the properties are in the Boston CBD and one is in East Cambridge. For additional information, please see Section 2.3.6 below.

Activity in the UK

  • Holdings at a rate of 84.82% in Brockton Everlast Inc. Limited (hereinafter "BE"), a private company that operates in the income-generating property field in the UK, in the London metropolitan area, Cambridge and Oxford in the UK. For additional information, please see Section 2.3.7 below.
  • Holdings in three UK real estate funds from the Brockton Group.

1.2 The Group's investments in the renewable energy field as of September 30, 2024:

Holdings of 50.2% in Energix - Renewable Energies Ltd. (hereinafter - "Energix"), a public company whose securities are listed for trading on the Tel Aviv Stock Exchange Ltd. Energix engages in the initiation, development, financing, construction, management and operation of facilities for the generation of electricity from renewable energy sources, storage and sale of the electricity generated in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix has operations in Israel, Poland and the United States. For additional information, please see Section 2.3.8 below.

1.3 The Group's main holdings as of September 30, 2024 are as follows:

* The Company and JP Morgan (through SSPF Investment Fund, managed by JP Morgan) have joint control in Carr. ** Joint holdings with Oxford Properties in three property companies that own office buildings and a laboratory building in Boston. The Company and Oxford Properties have a joint control agreement.

1.4 Stock Market Indices

The Company's shares are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter - the "TASE"). The main stock market indices to which the Company's securities belong are: TA-90, TA-125, TEREAL, TA-Investment Properties in Israel, Tel-Div, the various TelBond indices, TA 125 - Fossil-Fuel-Free Climate index and the Tel Aviv - Maala index.

1.5 Main events from the beginning of 2024 to the date of publication of the report:

Alony-Hetz
(the Company
expanded solo)


During and subsequent to the reporting period, an issuance of shares and options (Series 16)
exercisable until December 31, 2025 for ordinary shares, for a total consideration of approx. NIS
1 billion (gross) and a future consideration (assuming full exercise of the options (Series 16) in
the amount of approx. NIS 338 million, of which shares and options constituting 10.23% of the
Company's share capital and voting rights (11.26% fully diluted) were allocated to 1Equity Finance
and Investments Ltd, a foreign company in which Mr. Aaron Frenkel directly and indirectly holds
all of the share capital and voting rights.
From the beginning of 2024 until the date of publication of the report, investments in investees
amounted to approx. NIS 649 million (of which NIS 456 million is for the reduction of debts and
leverage ratio in Brockton Everlast and in the Brockton III Fund) - For information, please see
Section 2.3.2 below.
In the reporting period, the Company's share in investment property revaluation losses of
investees amounted to NIS 437 million, of which revaluation profits of NIS 66 million were in the
third quarter of 2024 - For information, please see Section 2.3.3 below.
Amot Investments Purchase of land on HaSolelim Street in Tel Aviv with an area of approx. 5.6 dunams from the
Tel-Aviv Jaffa Municipality for the construction of an office tower, for a total of NIS 210 million.
Amot is promoting a plan for the enhancement of rights in the complex and the adjacent plots,
in cooperation with the Tel Aviv Municipality.
Debt raising in the total amount of approx. NIS 563 million through the issuance of bonds (Series
H, I and J) for a total consideration (net) of NIS 555 million.
Signing of a binding lease agreement according to which Google will lease approx. 60 thousand
sq.m. in the upper part of the ToHa2 tower (the "building") for a 10-year lease period, which will
begin in the first quarter of 2027.
Brockton Everlast Engagement in refinancing agreements in the total amount of GBP 120 million, replacing loans
in the amount of approx. GBP 180 million that were due to be repaid during 2024, while raising
equity from the shareholders.
Completion of the rent review procedure in the Waterside building, according to which the
tenant's rent for the property increased by approx. 16%, starting in July 2023.
Carr Properties During and subsequent to the reporting period, signing of a new binding lease agreement with
Fannie Mae for the lease of approx. 342 thousand sq.ft. (approx. 32 thousand sq.m.) in the
Midtown Center building for a period of 16 years that will begin in May 2029 and with rental fees
according to their annual increase in accordance with the existing lease agreement, signing of
an additional long-term lease agreement for the rental of approx. 120 thousand sq.ft. to one of
the largest law firms in the United States and signing of an additional lease agreement for
approx. 115 sq.ft. with one of the largest law firms in the world.
Transfer of the control of two entities that hold assets (owned and leased), which have excess
liabilities over the value of assets (which are on a non-recourse basis), to the lender and the
lessor. As a result, Carr recorded a profit of approx. USD 82 million in the reporting period.
Energix Renewable Completion of the acquisition of 2 projects in Pennsylvania, USA, with a total capacity of approx.
200 MWp - For information, please see Section 2.3.8 below.
Energies Completion of a financing transaction and the investment of a tax equity partner in respect of a
backlog of E3 projects (Virginia 3 and PA1 with a capacity of 412 MWp), for a total amount of USD
530 million - For information, please see Section 2.3.8 below.

1 According to information provided by the investor, Equity Finance and Investments Ltd. is a foreign company incorporated under Malta laws.

  • Engagement in a strategic cooperation agreement with Google for the sale of electricity, green certificates and the tax equity partner investment in connection with future Energix projects in the United States with a capacity of at least 1.5 GW - for information, please see Section 2.3.8.2 below.
  • An engagement in a long-term financing transaction for a total amount of up to PLN 830 million (approx. NIS 780 million); As of the date of publication of the report, Energix has withdrawn the full loan amount.

1.6 Summary of the main data - the Group

Main Financial Results – Consolidated
Statements 1-9/2023 Q3 Q3 For the year
Main financial results – Consolidated Statement 1-9/2024 %
Unit 2024 2023 2024 2023 2023 Change2
Revenues from rental fees and management of NIS thousands
investment property 1,036,659 989,800 360,977 335,452 1,324,063 4.7
Fair value adjustments of investment property NIS thousands 313,241 (353,769) 301,614 (133,622) (926,169) (188.5)
Group share in losses of associates, net NIS thousands (477,744) (920,541) (60,665) (352,456) (1,703,997) (48.1)
Revenues from sale of electricity and green
certificates3 NIS thousands 645,627 543,943 209,561 122,470 680,713 18.7
Net profit (loss) for the period NIS thousands (28,296) (884,884) 244,584 (409,156) (2,151,838) (96.8)
Net profit (loss) for the period attributed to
Company shareholders NIS thousands (436,249) (1,129,701) 43,362 (459,381) (2,392,409) (61.4)
Comprehensive income (loss) for the period
attributed to Company shareholders NIS thousands (321,419) (931,306) 89,567 (481,372) (2,425,233) (65.5)
FFO according to the management approach
attributed to Company shareholders4 NIS thousands 409,982 463,637 600,053 (12.6)
Total balance sheet NIS thousands 39,258,49
3 37,670,881 38,731,166 1.4
Equity (including non-controlling interests) NIS thousands 11,060,715 12,483,227 11,064,123 (.0)
Financial debt (bank credit and bonds)5 22,399,59
NIS thousands 9 21,141,063 22,793,284 (1.7)
Net financial debt6 NIS thousands 21,359,124 19,998,766 20,595,607 3.7
Ratio of net financial debt to total balance sheet7 % 55.9 54.6 56.4
Main financial results - expanded solo8
Total balance sheet NIS thousands 10,909,28
2 12,632,566 11,647,376 (6.3)
Equity attributed to Company shareholders NIS thousands 4,888,644 6,549,227 5,002,057 (2.3)
Financial debt (bank credit and bonds)5 NIS thousands 5,981,337 6,093,400 6,774,485 (11.7)
Net financial debt6 NIS thousands 5,772,105 5,767,734 5,749,598 0.4
Ratio of net financial debt to total balance sheet6 % 53.9 46.9 54.1
Earnings (loss) per share data
Earnings (loss) per share - basic NIS (2.37) (6.29) 0.24 (2.56) (13.31) (62.3)
Comprehensive income (loss) per share - basic NIS (1.67) (5.18) 0.46 (2.8) (13.49) (66.3)
FFO per share - according to the management
approach4 NIS 2.23 2.58 3.34 (13.17)
FFO per share - according to the Securities
NIS
Authority approach
1.86 1.25 2.35 48.4
Current dividend per share9 NIS 0.54 0.96 0.18 0.32 1.28 (43.8)
NAV per share NIS 25.33 36.44 27.83 (9)
NNAV per share10 NIS 30.23 41.86 32.78 (7.8)
Price per share at end of period NIS 28.55 26.10 30.24 (5.6)

2. Balance sheet data of September 30, 2024 compared to December 31, 2023. Result data of 1-9/2024 compared to 1-9/2023.

3. Electricity revenues in the first nine months of 2023 include revenues from the unwinding of electricity price hedging agreements in the amount of NIS 153 million.

4. For the definition of FFO according to the management approach and for additional information regarding the FFO according to the Securities Authority approach, please see Section 2.5.1 below.

  1. Financial debt also includes assets/liabilities of derivative transactions carried out by the Group.

6. Financial debt presented net of cash balances. The Company's financial debt (expanded solo) as of September 30, 2024 and December 31, 2023 is the financial debt net of the cash balance.

7. Net financial debt as a percent of total balance sheet, net of cash balances. The Company's net financial debt (expanded solo) as of September 30, 2024 and December 31, 2023 is the financial debt net of the cash balance.

8. In the expanded solo balance sheet, the investment in Amot, Energix and BE is presented on an equity basis instead of the consolidation of their statements with the Company's statements (the remaining investments are presented unchanged in the statement presented in accordance with IFRS principles).

9. The above dividend amount does not include an additional dividend for the year 2022 in the amount of NIS 0.18 per share, which was paid in March 2023.

10. In the NNAV per share calculation, the Company's tax reserves (expanded solo) were neutralized, as was the Company's share in the tax reserves of investees.

1.7 Summary of the main data – Investees

For the
Unit 1-9/2024
2024
1-9/2023
2023
Q3
2024
Q3
2023
year % Change11
2023
Investment in Israel - Amot Investments
Ltd. (rate of holdings - 51.05%)12
Number of income-generating properties Unit 112 114 114
Value of investment property (not
including self-developed property) NIS thousands 17,162,555 16,748148 16,730,765 2.6
Weighted discount rate derived from
investment property % 6.45 6.36 6.3
Occupancy rate at end of period % 93.2 93.5 93.4
Value of self-developed investment
property NIS thousands 3,168,237 2,677,206 2,757,003 14.9
Ratio of net financial debt to total balance
sheet % 44.1 43.76 43.8
NOI13 NIS thousands 777,679 754,730 264,056 255,417 1,004,406 3.0
FFO14 per share - according to the
management approach NIS 1.308 1.287 0.442 0.428 1.707 1.6
NAV per share NIS 19.21 18.55 18.78 2.3
Price per share at end of period NIS 16.09 18.45 20.00 (19.6)
Investment in the United States - Carr
Properties Corporation (rate of holdings -
47.7%)15
Number of income-generating properties Unit 12 16 14
Value of investment property (not
including self-developed property) USD thousands 1,996,374 2,168,900 1,707,449 16.9
Occupancy rate at end of period (lease) % 89.0 87.5 90.5
Number of properties in development Unit 2 1 2
Value of self-developed property USD thousands 48,922 782,931 739,887 (93.4)
Ratio of net financial debt to total balance
sheet % 61.9 57.4 57.7
NOI16 USD thousands 114,062 127,959 35,484 41,048 163,785 (10.9)
FFO14 USD thousands 47,360 56,743 14,857 16,387 69,539 (16.5)

11. Balance sheet data of September 30, 2024 compared to December 31, 2023. Result data of 1-9/2024 compared to 1-9/2023.

12. The main figures for Amot are from the Amot's expanded consolidated financial statements published in Amot's Board of Directors' Report (hereinafter - "Amot's Pro Forma Reports"). Amot's Pro Forma Reports are Amot's reports presented according to IFRS principles, with the exception of the implementation of IFRS 11 "Joint Arrangements", which came into effect on January 1, 2013. In Amot's Pro Forma Reports, the investments in investees, presented based on the equity method in Amot's Financial Statements, are neutralized and presented according to the relative consolidation method, similar to their treatment prior to IFRS coming into effect.

  1. Net Operating Income.

14. Funds from operations.

15. The financial data presented above includes Carr's economic share in its assets and liabilities and those of all its investees, including of companies that are not consolidated in its financial statements prepared in accordance with IFRS principles.

16. Including NOI from property management.

1.7 Summary of the main data – Investees (continued)

Unit 1-9/2024
2024
1-9/2023
2023
Q3
2024
Q3
2023
For the
year 2023
% Change
Investment in the UK - Brockton Everlast
Inc. Limited (rate of holdings) Brockton
Everlast (rate of holdings 84.82%)
Number of income-generating properties Unit 10 12 10
Value of investment property GBP
thousands 673,000 900,125 699,800 (1.5)
Occupancy rate at end of period % 97.9 98.6 98.3
Value of land for initiation GBP
thousands 402,000 297,745 361,750 6.5
Ratio of financial debt to total balance sheet %
32.9 31.1 36.4
NOI GBP
thousands 32,380 31,125 12,107 8,701 41,315 4.0
FFO GBP
thousands 9,384 11,387 4,011 3,236 15,229 (17.6)
Investment in renewable energy - Energix
Renewable Energies Ltd. (rate of holdings -
50.2%)
Installed
capacity
from
connected
Unit
photovoltaic systems (MWp) - Energix's
share 979 556 978.0 -
Installed capacity from connected wind Unit
systems (MW) - Energix's share 301 301 301.2
Balance of connected electricity-generating NIS
facilities – according to book value thousands 5,710,468 3,412,651 5,216,739 9.5
Price per share at end of period NIS 13.48 11.24 13.36 9

2. Board of Directors' Explanations for the State of Corporate Affairs

2.1 The business environment:

1. Income-generating property - The following is information regarding significant developments that occurred in the business environment of the Group companies in the income-generating property sector, from the beginning of 2024 until close to the date of publication of the report:

A. General trends in the office sector

For trends regarding demand, supply, financing and asset value in the various territories where the Group operates - please see the chapter "Description of the Corporation's Business" in the periodic report for 2023.

B. Developments in Israel

According to the macroeconomic forecast published by the Bank of Israel in the interest rate announcement of October 9, 2024 (the "Forecast"), the growth forecast for 2024 and 2025 has been revised downward. According to the forecast, GDP in 2024 is expected to grow by only approx. 0.5% and in 2025 it is expected to grow by approx. 3.8%. According to the forecast, the annual inflation rate is expected to be 3.8% at the end of 2024 and 2.8% in 2025. The government budget deficit is expected to amount to 7.2% of GDP in 2024 in view of the increase in the costs of the War and the flow of American aid that was partially shifted to 2025 and beyond. The deficit is expected to reach 4.9% of GDP in 2025, assuming that permanent fiscal adjustments of approx. NIS 30 billion will be made. Public debt is expected to reach a level of approx. 68% of GDP in 2024 and approx. 69% of GDP in 2025. The forecast is based on the assumption that the War, which has also expanded to the northern front, will continue with high intensity in the beginning of 2025. Due to the high uncertainty that characterizes the Israeli economy and the continuation of the War and its results, the Bank of Israel decided to keep the interest level at 4.5%.

Due to the increase in the government deficit due to defense spending and the worsening of the regional conflict, in February and April 2024, the international rating agencies Moody's and S&P, respectively, downgraded Israel's credit ratings with a negative outlook. In October 2024, due to the escalation of the conflict between Israel and Iran, the Moody's rating agency lowered Israel's credit rating by two more notches, to Baa1 with a negative outlook, and immediately thereafter, S&P lowered Israel's credit rating by one notch to A, also with a negative outlook.

The slowdown in the pace of investment in Israeli high-tech, the economy's main engine, which began in 2023 and intensified due to the War, continues to negatively affect market sentiment. As a result, the negotiation process for property rentals continues to be longer and more difficult, more intensive marketing work is required, and there is great competition for each client. In addition, there is a trend of tenants seeking to sign agreements for shorter rental periods, until the business environment becomes clearer, at a time when they will be able to make long-term decisions. At the same time, it is evident that the "flight to quality" trend also exists in Israel, with new buildings in prime areas standing out positively compared to older buildings or buildings in weaker areas. It is estimated that this trend will continue and that the new areas in core markets will continue to be almost fully occupied, while in secondary markets such as Petah Tikva, Bnei Brak, Holon, and more, there will be some difficulty with property rentals and maintaining rental fees in line with the rate of inflation.

The Company estimates that continued high-intensity fighting over time and/or continued escalation of the conflict on the northern border front (or on additional fronts, particularly on the direct front with Iran) will result in significant and broader damage to the economy.

C. Developments in the United States

The growth rate of economic activity in the United States in the third quarter of 2024 was at an annual rate of 2.8% (slightly lower than the 3.0% in the second quarter). Additional published data indicate that the unemployment rate in the United States increased from 3.7% at the end of 2023 to 4.1% in the third quarter of 2024, and it appears that the US economy is heading towards a "soft landing".

The inflation rate continued to decline during the third quarter with an annual rate of approx. 2.4%, compared to an annual rate of approx. 3.0% in the second quarter of 2024. Following this decline and relying on additional economic indicators, the Federal Reserve lowered the interest rate in two steps, one reduction in September 2024 by a rate of 50 basis points and another in November 2024 by a rate of 25 basis points. As of the date of publication of the report, the federal interest rate is approx. 4.25%-4.75%.

Despite the interest rate reduction, the long-term 10-year interest rate rose, surprisingly, from a level of approx. 3.65% to a level of approx. 4.36% at the beginning of November 2024.

The capital markets responded to the victory of the Republican Party's candidate for the US presidency, Donald Trump, with increases, but at this time, it is impossible to know what impact the election results will have on the US economy in general and the real estate market in particular.

Washington D.C.

As of March 2024, the vacancy rate in Washington D.C. "Trophy" type offices was 13.1% compared to a rate of 18.6% in Class A type offices. Approx. 88% of the unleased areas of Class A offices are in buildings built before 2015. Rental prices remained stable with a gap of 29% between the two office types mentioned above.

During the first quarter of 2024, rentals in Washington D.C. amounted to approx. 1.6 million sq.ft. It appears that the expected rental volume for 2024 as a whole will be the highest since 2020.

It should be noted that as of the date of publication of this report, in Washington, D.C. there is only one Trophy type office building whose construction will be completed during 2025, half of which is pre-leased.

The trend of converting offices into residences gained momentum during the third quarter of 2024.

Boston

As of March 2024, the vacancy rate in Boston's CBD remained at approx. 17.3% for Class A offices and 14.1% for Trophy offices. Rental prices for Trophy properties are approx. 34% higher than lower-end properties.

Active demand for rental space increased by approx. 13% in the third quarter of 2024 compared to the corresponding quarter in 2023.

The space offered for subleasing remains unchanged at approx. 4 million sq.ft., less than the peak recorded in the third quarter of 2023.

D. Developments in the UK

The UK GDP grew by 0.5% in the second quarter of 2024, following a 0.7% growth in the first quarter of 2024. Most of the growth was led by the services sector. There was no growth at all in July 2024, while in August 2024, growth of 0.2% was recorded, in line with expectations. The unemployment rate in the UK declined to 4.0% in August 2024, compared to 4.1% in June 2024.

Following a decline in the inflation rate to 1.7% in September 2024, below the Bank of England's target of 2%, in November 2024, the Bank of England lowered interest rates by 25 basis points to 4.75%, following a similar reduction in August 2024.

At the end of October 2024, the new government's budget was approved, which included various tax increases, mainly for the upper classes, aimed at increasing state revenues by approx. GBP 40 billion. Among other things, taxes were raised on capital gains, an increase in stamp duty on second homes, and an increase in taxes for employers through an increase in the National Insurance.

In the third quarter of 2024, leasing activity (take-up) of offices in London amounted to approx. 2.8 million sq.ft., led by the West End. Since the beginning of 2024, take-up has been recorded at approx. 6.6 million sq.ft., which is a 5% increase compared to the same period in 2023. Rental prices in London increased in most areas of London, especially in the West End, where rental prices reached approx. GBP 160 per sq.ft., a price reflecting an annual increase of 13.8%. A lack of construction starts beyond 2026 will result in an increase in rental prices in the prime properties in the future.

The vacancy rate in the total office market in Greater London increased slightly by 10 basis points to approx. 8.6%, although the vacancy rate in modern and new office buildings is only approx. 1.5%.

The discount rate of prime West End properties remained at 4.0% and the City rate declined by 25 basis points to 5.5%.

During the first half of 2024, Cambridge's office leasing activity for laboratories amounted to approx. 232 thousand sq.ft. at rental rates that continued to increase significantly. The discount rates for laboratories remained at 4.75% and office rates increased from approx. 5.5% to 6.0%.

During the first half of 2024, Oxford's office and laboratory leasing activity amounted to 225 thousand sq.ft. The discount rates for laboratories remained at 4.75% and office rates increased from approx. 5.5% to 6.0%.

  1. Renewable energy - For additional information regarding the Group's renewable energy area of activity (through Energix) - please see the chapter "Description of the Corporation's Business" in the periodic report for 2023.

Supply and demand trends in the US market - The trend of a significant increase in demand for electricity in the US electricity market continues, which reinforces the estimates of a continued increase in electricity prices in the US and the need for electricity grid managers to invest and increase grid redundancy. Accordingly, in July 2024 availability tender results were published for the PJM grid in which significantly higher availability prices were determined (more than 10 times) compared to past tenders. Energix estimates that the results of the tender are expected to generate additional revenue of USD 8-10 million for its US operations in the period between June 1, 2025 and May 31, 2026, compared to existing projects in commercial operation in the United States (E3, VA1, VA2), and increase profitability in future projects.

The Company's estimates of the possible consequences of future developments in the economic environment in which the Group operates constitute forward-looking information, as defined in the Securities Law, 1968 ("Forward-looking Information"), which is based, among other things, on the Company's assessments as of the date of publication of this report with respect to factors that are not under its control. The Company's assessments are based on information available to the Company, on publications and research on these subjects and on the guidelines of the relevant authorities in the various countries in which the Group operates. It should be clarified that there is no certainty that the above assessments will be realized, in whole or in part, due to factors beyond the Company's control.

2.2 Statement of Financial Position

Statement of Financial Position
item
30.9.24
NIS millions
31.12.23
NIS millions
Notes and explanations
Cash and cash equivalents 1,040 2,199 For the Statement of Cash Flows - please see Section 2.6 below.
Investment property; investment
property in development and land
rights (including investment
property designated for realization)
24,928 23,897 The increase stems from investments in property in development and
in income-generating properties in the amount of NIS 659 million (of
which NIS 228 million is in respect of land purchased on HaSolelim
Street by Amot, and from the effect of exchange rates on BE's
properties (approx. NIS 379 million) and the recording of a positive
property revaluation (Amot) in the amount of NIS 432million).
On the other hand, there was a decrease stemming from the
realization of properties by Amot in the amount of NIS 345 million and
a decrease from the recording of negative property revaluations in
the reporting period in the consolidated companies (mainly BE's
properties) in the amount of NIS 105 million.
Investments in companies
accounted for according to the
equity method and securities
measured at fair value through
profit and loss
Electricity-generating facilities -
2,346
9,618
2,773
8,108
The main changes are as follows:

An increase in investments due to investments in the
Brockton Fund III in the amount of NIS 84 million and an
investment of NIS 18 million in AH Boston;

Losses recorded in associates in the amount of approx.
NIS 477 million from negative property revaluations in the
United States (in Carr and AH Boston) in the reporting
period. For information on this subject, please see Sections
2.3.3 and 2.5.2 below.

Reduction of NIS 57 million in Fund 1 - please see Section
2.3.7.1.
For information regarding changes in the balance of investments in
associates, please see Notes 6, 7 and 11(d) to the financial
statements.
Most of the increase is due to Energix's investments in the initiation
connected and in development and development of projects in the United States and in Israel.
For information regarding electricity-generating facilities, please see
Note 5 to the financial statements.
Other assets 1,326 1,754
Total assets 39,258 38,731
Loans and bonds 21,833 22,132 The main changes are as follows:

Raising of bonds and receipt of loans in the amount of NIS 1.9
billion.

Repayment of bonds and loans in the amount of NIS 2 billion.
For information regarding the main changes in the Group's financial
debt - please see Section 2.4.5 below.
Other liabilities 6,365 5,535
Total liabilities 28,198 27,667
Equity attributed to shareholders 4,889 5,002 For information regarding the main changes in equity attributed to
the shareholders, please see Section 2.7.2 below.
Non-controlling interests 6,172 6,062
Total equity 11,061 11,064
Total liabilities and equity 39,258 38,731

2.3 Investments

Currency Number of
shares
Book balance
The Company
(expanded solo)
as of September
30, 2024
Value as of
September
30, 2024
Value as of
the
publication
date of the
report
Value measurement
basis
NIS NIS NIS
thousands thousands thousands
Stock market value
Amot NIS 240,718,672 4,596,634 3,873,163 4,718,086 - tradable
Stock market value
Energix USD/PLN/NIS 276,060,936 1,122,985 3,721,301 3,588,792 - tradable
Brockton Everlast GBP - 3,035,363 3,035,363 2,981,234 Equity method
Carr USD - 1,379,946 1,379,946 1,391,105 Equity method
AH Boston USD - 256,859 256,859 358,663 Equity method
Brockton Capital III17 GBP - 255,221 255,221 227,653 Equity method
Cash and others18 217,592 217,592 753,005
Total 10,864,600 12,739,446 14,018,538

2.3.1 The following are the Company's investments (expanded solo):

2.3.2 The Company's investments (expanded solo) as of the date of publication of the

report

During the reporting period and subsequent to the balance sheet date, the Company (expanded solo) invested in its investees, as follows:

After the
balance sheet
1-9/2024
date
Total
NIS millions NIS millions NIS millions
Brockton Everlast19 374 74 448
AH Boston 18 99 117
Brockton Fund III 84 - 84
476 173 649

17 Investment through the fund in TOG-FORA, a company engaged in London's premium flexible office sector.

18 Including others in the amount of NIS 8 thousand as of September 30, 2024 and as of a date close to the publication of the financial statements.

19 Mainly for the recycling of bank loans and reducing the leverage ratio (please see Section 2.4.4.2 below).

2.3.3 Property revaluations

The following is a list of investment property revaluations recorded by the Company's investees in the reporting period (in the nine- and three-month periods ended September 30, 2024):

Property revaluations Investee's share in millions Company's share in NIS millions
Geographic region Currency 1-9/2024 7-9/2024 7-9/2024
USA (Carr and AH Boston) USD (303) (42) (1) (572) (93)
UK (BE) GBP (22) (2) (2) (86) (10)
Israel (Amot) ILS 432 330 221 168
Total increase/decrease in value (437) 66

(1) United States (Carr and AH Boston) - The negative revaluation recorded by AH Boston in the third quarter is due to the increase in discount rates for income-generating properties by 0.5% and to changes related to future market leasing assumptions regarding a project in initiation, which led to the recording of a loss of USD 69 million. On the other hand, this revaluation loss was offset by an increase in the value of Carr's properties in the amount of USD 27 million resulting from the extensive rental operations carried out by Carr.

(2) UK (BE) - The negative revaluation of properties in the third quarter is due to the reduced costs for the promotion of city building plans for income-generating properties.

2.3.4 Real estate investment in Israel - through Amot:

As of September 30, 2024, the Company has holdings of 51.1% in Amot.

2.3.4.1 Information regarding Amot's activity

For information regarding Amot's activity, please see Chapter B of the Company's Description of Corporate Business for 2023 and Section 2.3.4 of the Company's Board of Directors' Report for 2023.

Further to Section 12 Chapter B of the Company's Description of the Corporation's Business Report for 2023 regarding Amot's forecast for 2024, it should be noted that Amot published a non-material positive update to its forecast for 2024.

2.3.4.2 Developments in Amot's business in the reporting period are as follows:

  • Land on HaSolelim Street in Tel Aviv In March 2024, Amot purchased land on HaSolelim Street in Tel Aviv with an area of approx. 5.6 dunams from the Tel Aviv - Jaffa Municipality for the construction of an office tower, for a total of NIS 210 million (not including transaction costs). The land is in a central location and highly accessible location. The land is under lease from the Tel Aviv - Jaffa Municipality until 2059. Amot is promoting planning of the complex together with bordering land owners. On the site, National Outline Plan no. 70 is being promoted (adding building rights in the vicinity of mass transit stations).
  • Beit Shemesh Logistic Center As of the date of the report, the project is in the midst of finishing work on the lower part of the logistic center. During the reporting period, the upper part of the logistic center amounting to 24 thousand sq.m. (Amot's share - 60%) was delivered to the customer and therefore, the property was reclassified from "Property in development and land rights" to "investment property".
  • HaLehi Complex (the Park) As of the date of the report, the project is in advanced stages of finishing and systems work, and the commercial floors have been delivered to tenants for TI work. Amot has signed lease agreements for 8,500 sq.m. (Amot's share - 50%), which are expected to yield annual rental fees of approx. NIS 14 million (Amot's share - 50%).
  • Amot Danisra Afek Park As of the date of the report, the project is in an advanced stage of finishing and aluminum work and is expected to receive Form 4 at the end of 2024.
  • K Complex Jerusalem As of the date of the report, the project is at the end of the foundation work.
  • ToHa2 project Tel Aviv (approx. 156 thousand sq.m.) In June 2024, as part of the joint venture between Amot and Gav-Yam Land Corporation Ltd. (the "partners"), the partners entered into a lease agreement with Google Israel Ltd. ("Google"), according to which Google will rent from the partners approx. 60 thousand sq.m. in the upper part of the ToHa2 tower, as well as several hundred parking spaces, for a 10-year lease period (with a one-time exit right at the end of 5 years), which will begin in the first quarter of 2027, upon completion of ToHa2's construction, for a total rental fee of approx. NIS 115 million per year (at the envelope level), linked to the

May 2024 CPI (Amot's share - 50%). As is customary in such transactions, in addition to the lease agreement, construction and management agreements were signed, with mutual guarantees provided for the fulfillment of the parties' obligations. The construction of the ToHa2 tower is currently underway and approx. 40% of the skeleton work has been completed in accordance with the planned timetable. The work on the ToHa2 envelope and systems is also progressing according to the plan and the expected completion of construction and receipt of Form 4 is at the end of 2026.

It should be clarified that the dates for the completion of the ToHa2 construction and the beginning of the lease period are forward-looking information as defined in the Securities Law, 1968. The information described above is based on information in the Company's possession as of this date regarding the project's construction progress status. The Company's estimates and forecasts in this regard depend and are subject to the existence of actions and circumstances beyond its control or the realization of the risk factors included in the Company's Board of Directors' Report for 2023.

2.3.4.3. Information regarding rental agreements signed during the reporting period:

During the reporting period, 351 new contracts were signed, including the exercise of options and contract renewals amounting to an area of 143 thousand sq.m. at annual rental fees of NIS 142 million (a weighted average increase of 1%).

2.3.5 Investment in Carr

As of September 30, 2024 and close to the date of publication of the financial statements, the Group's effective rate of holdings in Carr is 47.7%. The balance of the investment in Carr in the financial statements as of September 30, 2024, is USD 355 million (approx. NIS 1.33 billion).

2.3.5.1 Information regarding Carr's activity

For information regarding Carr's activity, please see Chapter C1 of the Company's Description of Corporate Business for 2023 and Section 2.3.5 of the Board of Directors' Report for 2023.

2.3.5.2 Developments in Carr's business in the reporting period and subsequent to the

balance sheet date are as follows:

• Signing of binding lease agreements for space in the Midtown Center building, Washington D.C. - Further to Section 2.3.5 of the Board of Directors' Report for 2023, during the period, Carr entered into a binding lease agreement with Fannie Mae for the lease of approx. 342 thousand sq.ft. (approx. 32 thousand sq.m., which constitutes approx. half of the space currently leased by Fannie Mae) in the Midtown Center building located in Washington D.C. for a period of 16 years that will begin in May 2029 (the date of termination of the existing lease agreement). In addition, subsequent to the reporting period, Carr entered into a longterm lease agreement to lease an additional 120 thousand sq.ft. of the space that Fannie Mae will vacate and is on the verge of signing a long-term lease agreement for an additional 115 thousand sq.ft.

Regarding the remaining space that Fannie Mae will vacate in May 2029 (approx. 115 thousand sq.ft., representing approx. 13% of the building's leasable space), Carr is conducting advanced negotiations with several potential tenants.

  • Residential rental activities In February 2024, Carr completed a transaction for the acquisition of the 425 Montgomery St. building in northern Virginia, for a consideration of approx. USD 20 million. Carr intends to initiate the construction of a new building intended for residential rental by demolishing the existing building in addition to Carr's intention to construct another residential building (3033 Wilson). Carr is in advanced negotiations to add an investor to the 425 Montgomery project and to add an investor to the 3033 Wilson project during 2025.
  • 2001 Penn, metropolitan Washington D.C. In March 2024, Carr transferred control of the 2001 Penn office building to the property's financing entity. Following the above, Carr stopped including the wholly owned subsidiary that owns the building and the aforementioned debt in its financial statements, and in the first quarter of 2024, it recorded a profit in the amount of approx. USD 15 million (the Group's share - approx. USD 7 million (approx. NIS 26 million)).
  • Sale of the 75-101 Federal building, Boston In April 2024, Carr sold all of its rights in the entity that owns the building, the value of which is equal to the amount of the debt on the building, for a nominal consideration.
  • Columbia Center building In May 2024, Carr transferred control of the Columbia Center office building to the owner of the land where the building is located and with whom there is a lease liability in the amount of USD 136 million. Following the above, Carr stopped including the wholly owned subsidiary that owns the building and the aforementioned lease liability in its financial statements, and it recorded a profit in the amount of approx. USD 67 million (the Group's share - approx. USD 32 million (approx. NIS 119 million)).
  • The Wilson Building, Bethesda Carr is on the verge of signing a lease agreement to replace existing tenants for approx. 100 thousand sq.ft.

2.3.5.3 Fair value adjustments of investment property:

• For property revaluations recorded by Carr in the reporting period, please see Section 2.3.3 above.

2.3.5.4 Financial Debt

• In April 2024, Carr paid off the balance of the debt in the amount of approx. USD 61 million for the 1700 NY building by utilizing a credit facility.

  • Following the transactions described in Section 2.3.5.2 and in this section, Carr has no outstanding loans until mid-202620 .
  • As of September 30, 2024 and close to the date of publication of the report, Carr's unutilized credit facility balance is approx. USD 225 million.

2.3.6 Investment in AH Boston

2.3.6.1 General:

The Company holds approx. 55% of the capital rights and 50% of the controlling rights (through wholly owned corporations) in three companies that hold two office towers and a laboratory building for the Life Sciences (two in the CBD (Boston's main business center) and one in East Cambridge) (hereinafter, collectively - the "Boston Partnerships"). The Company's partner in the Boston Partnerships is the Oxford Properties Group (hereinafter - "Oxford"). The balance of the investment in the three Boston Partnerships in the financial statements as of September 30, 2024 is USD 69 million (approx. NIS 256 million).

2.3.6.2 The 745 Atlantic building:

The 745 Atlantic building - As of the date of the report, the project for the transformation of the 745 Atlantic building from an office building to a laboratory building for the Life Sciences has been completed, with the exception of TI work, with a balance of USD 34 million.

The project company has a loan in the total amount of up to USD 160 million from an international investment fund at non-recourse terms (except for cases specified in the loan agreement, for which the Company and its partner Oxford are guarantors) and secured by a lien on the property. The loan is payable in July 2025 and can be extended subject to the meeting of milestones related to the rate of the property's rental. The Company and its partner Oxford are working to extend the loan period.

The aforementioned in this section above regarding the expected cost of the remaining investment in the project is forward-looking information as defined in Section 32A of the Securities Law.

2.3.6.2 125 Summer building:

125 Summer building - Subsequent to the reporting period, the property company received a loan in the amount of approx. USD 102 million for a 5-year period at an annual interest rate of

20 Assuming the exercise of the extension option of Carr's credit facilities.

6.5%. The loan was used by the partnership to repay an existing loan in the amount of USD 132 million. The remaining repayment was financed through capital investments.

2.3.6.3 Fair value adjustments of investment property:

For property revaluations recorded by AH Boston in the reporting period, please see Section 2.3.3 above.

2.3.7 Investment in Brockton Everlast ("BE")

As of September 30, 2024 and close to the date of publication of the report, the Company indirectly held approx. 84.82% and approx. 84.97% (respectively) of the rights in BE. During the reporting period, the Company invested approx. GBP 81 million (approx. NIS 374 million) in BE's capital, and subsequent to the financial reporting period the Company invested an amount of approx. GBP 15 million (approx. NIS 74 million) in BE's capital. The aforementioned investments in BE were used, among other things, to repay its debts and reduce its leverage ratio.

2.3.7.1 Information regarding BE's activity

  • For information regarding BE's activity, please see Chapter D of the Company's Description of Corporate Business for 2023 and Section 2.3.6 of the Board of Directors' Report for 2023.
  • During the reporting period, BE reduced the balance of its investment in Brockton Capital Fund 1 (hereinafter - the "Fund") (including part of the loan balance that was provided to the Fund's project) by a total of approx. GBP 21 million (approx. NIS 99 million) due to the reduced projected cash receipts expected from the Fund's main project.
  • In the reporting period, the rent review procedure in the Water side building was completed so that the rent paid by the tenant will increase by 16%, effective from July 2023. For additional information, please see Note 4a to the financial statements.
  • 2.3.7.2 The following is a summary of data regarding a project in advanced planning stages as of September 30, 2024:
Property
name
Location Main
use
Rate of
holdings
Thousands
of above-
ground sq.
ft. for
100%
marketing, Construction completion
start date
Estimated
date
Estimated
construction
costs,
including
land and
financing
Project
cost in
BE's books
as of
September
30, 2024
Balance of
construction
costs for
completion
as of
September
30, 2024
Projected
NOI upon
project
occupancy
GBP millions
The
Dovetail
Building
City of
London
Offices 100% 464 2025 2029 730-760 131 600-630 50-55

The equity required for construction between the years 2025-2026 is GBP 75 million.

The information detailed in this Section 2.3.6 above regarding the completion of the transactions, the expected construction costs and the projected NOI in occupation is forward-looking information as defined in Section 32A of the Securities Law as it is influenced by factors that are not dependent on BE.

2.3.7.3 Fair value adjustments of investment property:

For property revaluations recorded by BE in the reporting period, please see Section 2.3.3 above.

2.3.8 Investment in renewable energy through Energix

As part of Energix's total activity in Israel, the United States and Poland, the total capacity of its photovoltaic and wind energy systems, as of the date of approval of the report, amounts to approx. 1.3 GW and 102 MWh (storage) in projects in commercial operation, approx. 752 MW and 292 MWh (storage) in projects in development or pre-construction, and approx. 467 MW in projects in advanced initiation. In addition, Energix has photovoltaic and wind energy projects in initiation with a capacity of approx. 5.8 GW and storage projects in initiation with a capacity of approx. 10.4 GWh.

2.3.8.1 Information regarding Energix's activity

For information regarding Energix's activity, please see Chapter E of the Company's Description of Corporate Business for 2023 and Section 2.3.8 of the Board of Directors' Report for 2023. Close to the date of publication of the report, Energix updated its forecast for 2024:

Revenues - Energix updated its estimates regarding the amount of revenues for 2024 to a total of approx. NIS 890 million (instead of a range of NIS 920-1,020 million). The update of the revenue forecast is due to low wind strength and low green certificate prices compared to price expectations in Poland.

Project EBITDA - Energix estimates that the project EBITDA for 2024 will be approx. NIS 750 million (instead of a range of NIS 760-840 million).

Project FFO - Energix estimates that the project FFO for 2024 will be approx. NIS 550 million (instead of a range of NIS 570-640 million).

The information regarding future dates, as well as forecasts regarding costs, revenues and projected results, is forward-looking information as defined in the Securities Law, based, among other things, on Energix's estimates and information in its possession as of the date of approval of the report.

2.3.8.2 Energix's business development in the reporting period and subsequent to the balance sheet date is as follows:

United States

• Google transaction (sale of electricity and green certificates; provision of the tax equity partner investment) - Further to Section 2.3.8 of the Board of Directors' Report for 2023, in May 2024, Energix entered into a framework agreement with the global company Google for the sale of electricity, green certificates and the tax equity partner investment for its future projects in the United States, which are expected to reach commercial operation from 2025 onwards with a capacity of at least 1.5 GWp (the "framework agreement" and the "strategic cooperation", respectively).21 The sale of electricity and green certificates will be carried out in accordance with dedicated agreements that will be signed for each project that is part of the framework agreement, and the sale of electricity will be carried out at a market-adjusted price (net of an agreed discount) with a "minimum price" protection mechanism, and the green certificates at a price agreed between the parties in advance. In addition, Google will provide the tax equity partner investment in the projects subject to the agreement in an amount that will reflect the maximum ITC tax benefit rate to which the projects are entitled. For additional information regarding the framework agreement, please see Note 5b(1) to the financial statements.

During the third quarter, the first two agreements for the sale of electricity as part of the strategic cooperation were signed for projects under construction in the United States with a total capacity of 142 MWp.

Completion of the acquisition of 2 projects in Pennsylvania with a total capacity of approx. 200 MWp

  • Completion of the transaction in March 2024 was made possible following Energix's engagement in an amendment to the agreement for the sale of the projects' electricity with one of the largest American companies in the world, under favorable conditions. The acquisition cost amounted to a total of approx. USD 23 million (approx. NIS 13 million for the purchase of the rights and the balance for the reimbursement of construction expenses). Energix estimates that the projects will reach commercial operation in the second half of 2025.

• Completion of a financing transaction and tax equity partner investment for an E3 project backlog (Virginia 3 and PA1): In April 2024, the financing transaction and tax equity partner investment were completed for a backlog of E3 projects with a capacity of 412 MWp, for a total amount of USD 530 million. As of the date of approval of the report, Energix estimates that it is entitled to receive an additional amount of up to USD 95 million for the realization of a tax benefit for the use of local

21 Through the Virtual Power Purchase Agreement, Google commits to purchase the full amount of electricity generated at market price, net of an agreed discount, but without physically transferring the electricity. Instead, Energix sells the electricity to the grid at market price, and the difference between the market price and the agreed price is settled between the parties.

equipment. Receipt of this amount is conditional on approval from existing tax equity partners for this purpose and at the terms of the final binding regulations on the matter.

  • Advanced negotiations for the signing of a financing transaction and tax equity partner investment for the E4 project backlog - As of the date of publication of the report, Energix is in negotiations for an engagement in a financing transaction that includes a bridging loan, a back leverage loan and a tax equity partner investment - ITC, in a total amount of up to USD 340 million for the construction of 5 projects with a total capacity of approx. 210 MWp. Energix estimates that the financing transaction is expected to be signed in the coming weeks and will result in the full return of equity invested to date in these projects.
  • Project backlog in the United States, with a capacity of approx. 850 MWp and a storage capacity of approx. 1 GWh: Further to the Board of Directors' report as of June 30, 2024, in view of the continuing negotiations to reach binding agreements and complete the transaction and the findings of the due diligence regarding the impact of the extended timetables on the quality of the projects, Energix is re-examining the acquisition transaction in the proposed outline.22

• Regulatory updates in the United States

  • o Update of the US government's guidelines in connection with a tax benefit for the use of domestic equipment: On May 16, 2024, the US government published clarifications regarding the calculation of the entitlement to an additional tax benefit (ITC) for the use of domestic equipment, pending the publication of the binding regulations. The clarifications include Safe Harbor, which includes new guidelines for calculating the percentage of domestic equipment in the project in a simplified manner without relying on direct cost data from the manufacturers. Energix estimates that there is nothing in the guidelines that leads to a change in its estimates regarding the entitlement of its projects in the United States to the additional tax benefit. It should be clarified that as of the date of approval of the report, the mandatory regulations governing the manner of proving entitlement for the additional ITC tax benefit for the use of domestic content.
  • o Toughening of conditions for the import of panels from China: Subsequent to the date of the report, the US regulator continued the trend of toughening the conditions for importing solar panels from China by imposing tariffs on the import of solar panels with a certain technology. This is in addition to petitions by US equipment manufacturers to the US government regarding unfair competition (AD/CVD) in the import of solar panels from other countries in Southeast Asia. Energix estimates that the toughening of conditions combined with its strategic cooperation with the US panel supplier First Solar (please see Section 2.3.8 of the Board of Directors' Report in the 2023 Periodic Report), sharpens its competitive advantage in the US market.

22 The report as of June 30, 2024, as published by the Company on August 14, 2024 (Ref: 2024-01-086716).

• Regulatory updates in Poland

o On August 30, 2024, the Polish regulator published a regulation regarding the setting of the quota required for the purchase of green certificates by electricity producers that are not from the renewable energy sector. According to the current regulation, a quota of 8.5% was set (instead of 5% in 2024). The publication of this regulation came after the previous government reduced the quota from 11% in 2023 to 5% in 2024. To the best of Energix's knowledge, the Polish market expected the quotas to be restored to the previous rate of at least 11%, and therefore, upon the publication of the latest quota for 2025, the green certificates were traded on the designated exchange in Poland at a lower price level compared to the forecast that would have been expected, had the quota been set at a higher rate.

Poland

• Financing for the wind farms (Banie 1+2 and Ill'awa) with a total capacity of 119 MW - During the reporting period, Energix completed a transaction for financing in the amount of up to PLN 830 million (approx. NIS 780 million) for the Banie 1+2 and the Ill'awa wind farms with a total capacity of 119 MW (hereinafter in this subsection - the "financing agreement"). The financing agreement was provided by a syndicate of three banks led by Santander Bank, one of the leading banks in the financing of renewable energy activity, which will provide the financing in equal parts (the "lenders"). For additional information regarding the financing agreement, please see Note 8f to the financial statements.

Israel

  • Golan Heights Wind Farm (ARAN Project) with a total capacity of 106 MW Further to Note 8b to the annual financial statements, in July 2024, a petition filed against Energix and the National Infrastructure Committee demanding announcement of the invalidity of the construction permit was rejected out of hand, so that the construction permit remains fully valid. As detailed in the above note, construction work on the project was temporarily halted and as of the date of approval of the report, Energix is working to create the infrastructure required for construction work after the end of the War and is also working to reduce ongoing costs.
  • Energix's storage activity In its storage activity, Energix continues to promote projects and collaborations in the three territories in which it operates.
  • In Israel To date, Energix has connected 2 PV + storage projects with a capacity of approx. 26 MWp + 102 MWh and is working to connect the remaining projects designated for electricity supply within the market regulation framework under the agreement with Electra Power.

The provisions of Section 2.3 above regarding projects in initiation, development and construction, regarding the addition of a lender to the financing agreement and regarding compliance with the conditions for withdrawing the amount of the financing agreement, include forecasts, valuations, estimates or other information relating to a future event or matter, the realization of which is uncertain and beyond the Company and/or Group's control, and therefore constitutes forward-looking information as the term is defined in Section 32A of the Securities Law, 1968 ("forward-looking information").

For additional information regarding Energix's business developments in the reporting period and after the balance sheet date, please see Note 5 to the financial statements.

2.3.9 Dividend receipts

The following are the dividends received from the Company's main investments (expanded solo) in 2024, up to the date of publication of the financial statements, and the projected receipts of dividends for 2024:

From January 2024 to
2024 forecast
the date of publication
of the financial
statements
NIS millions NIS millions
Amot 248 313
BE 51 51
Energix 138 166
AH Boston 9 15
Brockton II Fund 2.6 2.6
Total cash dividend 449 548
Carr – Dividend Reinvestment
Plan23 - 121
Total dividend 449 668

The dividend receipt forecast for 2024 is calculated in accordance with the declared dividend distribution policy of each of the companies mentioned above, and is based on the Company's existing investment portfolio as of the date of publication of this report.

The above table does not include dividends and returns on investments from the Brockton Funds, which were received and which may be received upon realization of their properties.

The information on dividend receipts for 2024 constitutes forward-looking information in accordance with Section 32A of the Securities Law, 1968, in view of the fact that there is no certainty that the authorized bodies of the investees will actually approve the dividend distributions, and this is at their sole discretion.

23 As part of the Company's choice to participate in Carr's DRIP program, the dividend amount to which the Company is entitled in Carr will remain after its receipt and reinvestment.

2.4 Liquidity and financing sources

2.4.1 Raising capital

  • 2.4.1.2 In July 2024, the Company issued, in an offer to the public through a shelf offering report, 13,310,900 of the Company's ordinary shares of NIS 1 PV each and 6,655,450 options (Series 16) exercisable for ordinary shares until December 31, 2025, at an exercise price of NIS 33 (unlinked, subject to adjustments) ("Options (Series 16)"). The Company received the amount of approx. NIS 323.5 million (gross) for the issuance. The gross future proceeds that will be received by the Company, to the extent that all of the options (Series 16) will be exercised for ordinary shares, will amount to a total of approx. NIS 220 million (gross).
  • 2.4.1.3 Subsequent to the date of the report, in October 2024, the Company entered into an investment agreement according to which the Company issued, in a private placement, 22 million ordinary shares (the "Allocated Shares") and 3.6 million options (Series 16) (the "Allocated Options") to Equity Finance and Investments Ltd.24, a foreign company in which Mr. Aaron Frenkel directly and indirectly holds all of the share capital and voting rights, which is a third party, unrelated to the Company (the "Investor"), in consideration for a total (gross) amount of NIS 684 million. The allocated shares constitute approx. 10.23% of the Company's issued and paid-up capital, after the allocation25 .

To the extent that the allocated options are exercised for 3.6 million ordinary shares, the Company will receive an additional gross consideration in the amount of NIS 118 million (before adjustments for the reduction of the exercise price in respect of dividends, if such are distributed).

The allocated shares, the allocated options and the exercise shares resulting from them are subject, in accordance with the investment agreement, to restriction provisions and transfer restrictions longer than those stipulated by law.

2.4.2 For information regarding the exchange of NIS 251 million PV bonds (Series I) (constituting approx. 34.9% of the total bonds (Series I) in circulation) for NIS 294 million PV bonds (Series L), by way of an exchange purchase offer, please see Note 9a to the financial statements.

24 According to information provided by the investor, Equity Finance and Investments Ltd. is a foreign company incorporated under Malta laws.

25 Taking into account the additional shares and options (Series 16) that he held before the allocation, the investor holds, on a fully diluted basis, approx. 13.59% of the Company's capital.

2.4.3 Cash and credit facilities

As of September 30, 2024, the Group has cash balances of NIS 1 billion (of which the Company's expanded solo balance – NIS 209 million) and unutilized lines of credit in the amount of NIS 2.3 billion (of which the Company's expanded solo lines of credit – NIS 550 million).

2.4.4 Unencumbered assets

As of September 30, 2024, all of the Company's assets (expanded solo) are not encumbered. Their balance (not including cash) as of September 30, 2024 is NIS 10.6 billion (a market value of NIS 12.5 billion). As of September 30, 2024, Amot has a balance of unencumbered assets (approx. 98%) in the amount of approx. NIS 19.6 billion.

2.4.5 Financial debt

As of September 30, 2024, the Group's net financial debt amounted to NIS 21.3 billion, constituting 55.9% of the Group's total assets, compared to a net financial debt of NIS 20.6 billion, which constituted 56.4% of the Group's assets, as of December 31, 2023.

As of September 30, 2024, the net financial debt of the Company (expanded solo) amounted to NIS 5.8 billion, constituting 53.9% of the total assets of the Company (expanded solo), compared to net financial debt of NIS 5.7 billion, constituting 54.1% of the assets of the Company (expanded solo), as of December 31, 2023.

The Company's adjusted leverage rate (expanded solo) based on the stock exchange value of the Company's tradable holdings close to the date of publication of the report amounts to 39.3%.

2.4.4.1 The Company (expanded solo):

  • As detailed in Note 12a.1 to the annual financial statements, in May 2024, the facility agreement in the amount of NIS 150 million was renewed between the Company and an Israeli bank (hereinafter, in this subsection - the "Bank") for a utilization period of one year from date of signing the renewed agreement (hereinafter, in this subsection - the "Utilization Period") to be repaid by the end of two years from the date of signing (hereinafter, in this subsection - the "New Facility Agreement"). The utilized credit under the new facility agreement will bear annual interest at the rate of the Bank's borrowing cost (Prime and/or SOFR and/or SONIA, according to the utilized currency) plus a 2.2% margin on credit that is repayable for a period of up to one year and a margin of 2.5% for credit that is repayable in more than one year from the date of granting.
  • Further to Note 12a.3 to the annual financial statements, in August 2024, the Company entered into an agreement with the bank to extend the credit facility in the amount of NIS 150 million for a period of one more year from the date of signing the extension (hereinafter, in this subsection - the "Utilization Period") and which is subject to final repayment by the end of two years from the end of the utilization period. All other terms of the agreement remain unchanged.

As of September 30, 2024 and as of the date of publication of the report, the Company (Expanded Solo) has a credit facility in the total amount of NIS 550 million, which is unutilized.

2.4.4.2 Consolidated companies:

During the reporting period and subsequent to the balance sheet date, the consolidated companies carried out the following actions:

Energix:

  • Energix has credit facilities from financial institutions that it uses to provide guarantees and shortterm loans. As of the date of the report, Energix has credit facilities in the amount of approx. NIS 1.1 billion, of which the utilized facilities are in the amount of approx. NIS 762 million and are used for guarantees and for short-term loans. In the reporting period, Energix increased its credit facilities in Israel, Poland and the United States by approx. NIS 600 million (of which approx. PLN 90 million (approx. NIS 81 million) were signed with a banking corporation in Poland, approx. USD 80 million (approx. NIS 300 million) with banking corporations in the United States and the remainder with banking corporations in Israel).
  • In the reporting period, Energix received a short-term loan from a banking corporation in Israel in the amount of approx. NIS 100 million and a short-term loan from a Polish bank in the amount of approx. USD 75 million, which was repaid in the third quarter from project financing funds received from a financing transaction for the Banie 1+2 and Ill'awa wind farms - please see Section 2.3.8.2 above.

Amot:

Bond raising for a total net consideration of NIS 554 million, as follows:

In March 2024, Amot issued a private placement to classified investors through the expansion of an existing bond series in the amount of NIS 155 million PV for a net amount of NIS 151 million, with an effective CPI-linked interest rate of 3.1% and have an average duration of approx. 6 years. In addition, in March 2024, Amot issued two new bond series, Series I and Series J, in the amount of NIS 408 million PV for a net amount of NIS 403 million. The bonds bear a CPI-linked effective interest rate of 3.3% and have an average duration of 9 years (including the effect of a hedge transaction).

BE:

In March 2024, BE entered into two refinancing agreements which, for their completion, the Company and Menorah Group, its partner in BE (13.6%), provided a total of approx. GBP 60 million (the Company's share - approx. GBP 51 million):

(1) A loan in the amount of GBP 75 million instead of a loan in the amount of GBP 132.3 million. The new recourse loan bears SONIA interest plus an annual margin of 2% (which will increase every two years by 0.5% up to a maximum rate of SONIA + 3%). The loan principal will be repaid in June 2028. As part of the loan, BE committed to an LTV ratio that will not exceed 60%.

(2) A loan in the amount of approx. GBP 45 million, replacing a loan in the amount of approx. GBP 47 million, which is due to be repaid in October 2024. The new recourse loan bears SONIA interest plus a margin of 2.5%; The loan principal will be repaid in October 2026 (with the exception of a payment in the amount of GBP 9.6 million, which was paid in October 2024). As part of the loan, taking into consideration (with regard to the ranges detailed below) the length of the period that will pass from the signing of the agreement, BE has committed to an LTV ratio that will not exceed 45%-59%, a coverage ratio that will not exceed 1.7-2.1 and a return on debt that will not exceed 11%-14%.

In addition, BE entered into a SWAP transaction with the financing bank so that the maximum yearly SONIA interest rate would not exceed 4% throughout the entire loan period.

As of the date of the report, the Group is in compliance with all financial covenants regarding its loans and bonds.

2.4.6 Working capital deficit

The working capital deficit as of September 30, 2024 amounted to a total of approx. NIS 2.7 billion in the consolidated statements (NIS 0.9 billion in the Company's expanded solo statements). As of September 30, 2024, the Group has a high balance of unutilized long-term credit facilities and a high balance of unencumbered assets. In this light, the Company's Board of Directors believes that the existence of a working capital deficit does not indicate a liquidity problem.

2.5 Operating results

In the reporting period, the Group recorded a loss of NIS 28 million, compared to a loss of NIS 885 million attributable to Company shareholders in the corresponding period last year. The share attributed to Company shareholders in the reporting period amounted to a loss of approx. NIS 436 million, compared to a loss of NIS 1,130 million attributed to Company shareholders in the corresponding period last year.

In the reporting period, the Group recorded a comprehensive income of NIS 135 million, compared to a comprehensive loss of NIS 562 million in the corresponding period last year. The share attributed to Company shareholders in the reporting period amounted to a loss of approx. NIS 321 million, compared to a comprehensive loss of NIS 931 million attributed to Company shareholders in the corresponding period last year. For an explanation of the operating results in the reporting period, please see Sections 2.5.2 and 2.5.3 below.

2.5.1 (Funds from Operation) FFO

The FFO is an accepted index in the United States and in Europe for providing additional information regarding the operating results of property companies, which provides an adequate basis for comparison between income-generating property companies. The FFO reflects net profit, with the neutralization of profits (or losses) from the sale of properties and/or from property revaluations, depreciation and amortization and deferred taxes. This index presents the Company's cash production capability from regular and ongoing activities in the reporting period.

In the FFO calculation, exchange rate differences and linkage difference expenses in respect of bonds and CPI-linked loans were not included because the Company's management is of the opinion that those expenses do not reflect cash flow from continuing current activities (hereinafter - "FFO according to the Management Approach").

In accordance with the position of the Securities Authority, FFO data according to the Securities Authority's approach was added in addition to FFO according to the management's approach. The FFO according to the Securities Authority's approach includes the expenses for exchange rate differences and linkage differences for CPI-linked bonds and loans (hereinafter - "FFO according to the Securities Authority's approach").

It should be emphasized that the FFO mentioned in the Company's remuneration policy, in the Company's credit documents with banks and in the Company's trust deeds for bonds it issued is the FFO according to the management's approach.

The Company believes that analysts, investors and shareholders may receive value added information from the presentation of this index. However, it must be noted that the FFO:

  • Does not present cash flows from operating activities in accordance with generally accepted accounting principles;
  • Does not reflect cash held by the Company and its ability to distribute it;
  • Cannot be considered a replacement for the reported net profit for evaluating the results of the Group's operations.

2.5.1.1 The following is the calculation of the FFO according to the management approach

(in NIS thousands):

1-9/2024 1-9/2023 2023
2024 2023 2023
NIS thousands NIS thousands NIS thousands
Share of Company shareholders in the loss for the period (436,249) (1,129,701) (2,392,409)
Adjustments to profit and loss:
Fair value adjustments of investment property (313,241) 353,769 926,169
Company share in property revaluations and other non-FFO
items in investees 604,714 1,068,713 1,892,409
Profit from decrease in rate of holdings, from acquisition and
realization of investees (13) (455) (449)
Net losses (profits) from investments in securities measured at
fair value through profit and loss 74,145 5,148 17,299
Others (mainly depreciation and amortizations) (*) 151,390 125,924 168,145
Revenues from unwinding of electricity-hedging agreements for
Q2-Q4/2023 - (45,042) -
Financing expenses that are not FFO (mainly linkage differences
and exchange rate differences) 428,294 301,017 317,157
Deferred taxes and current taxes that are not FFO, net (63,274) (32,928) (3,800)
Share of non-controlling interests in the above adjustments to
FFO (35,784) (182,808) (324,468)
Real FFO according to the management approach 409,982 463,637 600,053
The sources of the FFO are as follows:
Revenues
NOI from investment property 900,506 864,227 1,152,065
NOI from electricity sales (**) 524,239 419,909 560,965
Group share in Carr's FFO, not including property revaluations 83,552 97,236 120,792
1-9/2024 1-9/2023 2023
2024 2023 2023
NIS thousands NIS thousands NIS thousands
Group share in AH Boston's FFO, not including property
revaluations 23,746 30,028 40,351
Group share in FFO of Amot associates 19,315 20,908 27,269
Other revenues 9,442 - 1,199
Total revenues 1,560,800 1,432,308 1,902,641
Expenses
Real financing, net (462,049) (338,219) (474,368)
Administrative and general (177,902) (135,747) (181,565)
Current taxes (67,130) (67,080) (81,616)
Share of non-controlling interests attributed to operating
activities (443,737) (427,625) (565,039)
Total expenses (1,150,818) (968,671) (1,302,588)
Real FFO according to the management approach 409,982 463,637 600,053
FFO per share (NIS) according to the management approach 2.23 2.58 3.34

2.5.1.2 The following is a reconciliation of the FFO according to the management approach and the FFO according to the Securities Authority approach (in NIS thousands):

1-9/2024 1-9/2023 For the year
2024 2023 2023
FFO according to the management approach 405,281 463,637 600,053
Less:
Linkage differences on the credit of the Company and its investees
and exchange rate differences (67,608) (197,485) (178,506)
FFO according to the Securities Authority approach 337,673 225,286 421,547
1-9/2024 1-9/2023 Q3 Q3 For the year
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
Revenue and profits
Revenues from rental fees and management of
investment property 1,036,659 989,800 360,977 335,452 1,324,063
Fair value adjustments of investment property 313,241 (353,769) 301,614 (133,622) (926,169)
Group share in losses of associates, net (477,744) (920,541) (60,665) (352,456) (1,703,997)
Net profits (losses) from investments in
securities measured at fair value through profit
and loss (69,170) (5,148) (114) (7,833) (17,299)
Profit from decrease in rate of holding, from
purchase and realization of associates 13 455 1 17 449
Revenues from sale of electricity and green
certificates 645,627 391,183 209,561 122,470 527,953
Revenues from unwinding of electricity
hedging agreements - 152,760 - - 152,760
Other revenues, net 4,467 1,651 811 894 1,199
1,453,093 256,391 812,185 (35,078) (641,041)
Costs and expenses
Cost of investment property rental and
operation 133,496 123,293 47,463 42,204 168,894
Development, maintenance and operation
costs of electricity-generating facilities 101,277 73,680 40,145 28,357 110,801
Depreciation and amortizations 160,026 119,770 61,346 42,188 159,963
Administrative and general 192,391 151,143 75,380 54,266 201,798
Financing expenses, net 890,343 639,237 332,776 201,204 791,525
1,477,533 1,107,123 557,110 368,219 1,432,981
Loss before taxes on income (24,440) (850,732) 255,075 (403,297) (2,074,022)
Income tax expenses 3,856 34,152 5,859 77,816
Net loss for the period (28,296) (884,884) 244,584 (409,156) (2,151,838)
Allocation of net income (loss) for the period:
Share of Company shareholders (436,249) (1,129,701) 43,362 (459,381) (2,392,409)
Share of non-controlling interests 407,953 244,817 201,222 50,225 240,571
(28,296) (884,884) 244,584 (409,156) (2,151,838)

2.5.2 The following table provides a summary of operating results (in NIS thousands):

Comparison between the results of operations in the reporting period and in the corresponding period last year:

Revenues from rental fees and management of investment property – amounted to NIS 1,037 million in the reporting period, compared to NIS 990 million in the corresponding period last year, an increase of NIS 47 million (approx. 4.7%). Most of the increase stems from revenues from Amot's properties (approx. NIS 36 million) from additional revenues in identical properties (including as a result of occupancies, an increase in prices and an increase in the CPI). On the other hand, there was a decrease in revenues due to the realization of properties, which partially offset the above increase. The remaining increase of NIS 11 million is due to an increase in revenues from BE properties and an increase in the average exchange rate (GBP).

Fair value adjustment of investment property - In the reporting period, positive property revaluations were recorded in the amount of NIS 313 million, which stem from a positive revaluation in Amot in the amount of NIS 432 million, which was offset by asset value losses in BE in the amount of NIS 105 million as a result of the increase in the discount rate of the projected cash flow of some of the properties by 0.25%. In the corresponding period last year, negative property revaluations were recorded in the amount of NIS 354 million. A loss of NIS 491 million in respect of BE's properties, which was due to the increase in the discount rate of the projected cash flow of some of the properties by a rate of 0.25%-0.75%, which was partially offset by a profit from a value adjustment in the amount of NIS 137 million in Amot stemming mainly from an increase in the NOI from assets.

Group share in the losses of associates, net - The changes between the profit in the reporting period and in the corresponding period last year are mainly due to the following factors:

• Group share in Carr's losses - A loss of NIS 208 million was recorded in the reporting period, compared to a loss of NIS 760 million in the corresponding period last year. The loss in the reporting period is due to a negative value adjustment of Carr's properties in the amount of USD 158 million (the Company's share in the loss before tax - USD 75 million, approx. NIS 277 million). The negative revaluation of the properties in the reporting period resulted from the increase in the discount rate of the projected cash flow of the properties, mainly in the range of 0.25%-0.50%, and an increase in the vacancy rates in the calculation of the terminal value of the properties. The loss from the increase in the discount rates was offset by positive revaluations in the third quarter of the year following the signing of long-term lease agreements and due to the transfer of control of two entities that hold properties (owned and leased), that have excess liabilities over the value of the assets (which are on a non-recourse basis), to the lender and the lessor. As a result, Carr recorded a profit of approx. USD 82 million in the reporting period.

The negative revaluation of the properties in the corresponding period last year stemmed mainly from the increase in the discount rate of the projected cash flow of the properties, mainly in the range of 0.25%- 0.50%.

• Group share in AH Boston's losses - A loss of NIS 288 million was recorded in the reporting period, compared to a loss of NIS 171 million in the corresponding period last year.

In the reporting period, negative revaluations were recorded in the amount of USD 146 million in respect of the Boston Properties (the Group's share in the negative revaluation before tax is approx. USD 80 million (NIS 298 million)). The negative revaluations of the properties in the reporting period resulted mainly from the increase in the discount rate of the projected cash flow of the properties in the range of 0.25%-0.75%. In the reporting period last year, the loss was due to a negative value adjustment of AH Boston's properties in the amount of USD 95 million (the Company's share in the loss before tax - NIS 190 million) mainly due to the increase in the discount rate of the properties.

Net profits (losses) relating to investments in securities measured at fair value through profit and loss - The profit (loss) in the reporting period and in the corresponding period last year stems from the fair value adjustment of investments measured at fair value through profit and loss (mainly Brockton funds). In the reporting period, BE reduced the balance of its investment in Fund 1 by NIS 57 million.

Revenues from sale of electricity and green certificates - Revenues from the sale of electricity and green certificates in the reporting period amounted to NIS 646 million compared to NIS 543 million in the corresponding period last year, an increase of NIS 103 million. The increase is mainly due to an increase in revenues from electricity, mainly from new facilities that were connected, mainly in the United States.

Revenues from the unwinding of electricity-hedging agreements - Revenues in the corresponding period last year stemmed from a one-time compensation received by Energix for the unwinding of electricity price-fixing agreements in Poland.

Net financing expenses – Financing expenses in the reporting period amounted to NIS 890 million compared to NIS 639 million in the corresponding period last year, an increase of NIS 251 million. The increase in expenses stemmed mainly from the increase in the Group's financial debt balance and from the increase in interest rates.

Income tax expenses (income) - In the reporting period, the Company did not create deferred taxes since they are not expected to be utilized in the foreseeable future.

2.5.3 The following is information regarding the Group's comprehensive income (loss) (in NIS thousands)

1-9/2024 1-9/2023 Q3 Q3 For the year
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
Net loss for the period (28,296) (884,884) 244,584 (409,156) (2,151,838)
Profit (loss) from investment in Carr (1) (2) (885) 34,299 (17,586) 12,546 (65,028)
Profit (loss) from investment in AH Boston
properties (1) (2,506) 6,766 (6,335) 3,158 (23,673)
Profit from investment in BE (1) (3) 145,359 157,789 87,596 (55,241) 71,939
Profit from investment in Energix and others
(4) 20,469 128,422 6,796 21,380 69,090
Tax effects 1,116 (4,027) 2,325 3,602 1,760
Other comprehensive income for the period 163,553 323,249 72,796 (14,555) 54,088
Total comprehensive income (loss) for the
period 135,257 (561,635) 317,380 (423,711) (2,097,750)
Allocation of comprehensive income (loss)
for the period:
Share of Company shareholders (321,419) (931,306) 89,567 (481,372) (2,425,233)
Share of non-controlling interests 456,676 369,671 227,813 57,661 327,483
135,257 (561,635) 317,380 (423,711) (2,097,750)

(1) Profit (loss) from investment in respect of foreign currency - The profit (loss) represents the increase (decrease) in the Company's investments due to changes in the NIS against the investment currencies in the reporting periods presented above. This profit (loss) is presented net of the effect of forward transactions and cross-currency swap transactions in USD, designated as hedges for investments. In the reporting period in 2024, there was a devaluation of the NIS by a rate of 2.2% and 7.58% against the USD and the GBP, respectively. In the reporting period last year, there was a devaluation of the NIS by a rate of 8.7% and 10.4% against the USD and the GBP, respectively.

(2) In addition to the description in Section 1 above, the comprehensive income from the investment in Carr in the reporting period also includes another comprehensive loss in the amount of NIS 13.4 million in respect of the Company's share in the changes in the fair value of interest rate fixing transactions carried out by Carr (in the corresponding period last year there was a decrease in other comprehensive income in the amount of NIS 5 million in respect of changes in the fair value of interest-fixing transactions carried out by Carr).

(3) In addition to the description in Section (1) above, the other comprehensive income from the investment in BE in the reporting period last year also includes another comprehensive loss in the amount of approx. NIS 2 million, which stems from the fair value of interest rate fixing transactions carried out by BE (in the reporting period - a non-material profit).

(4) The profit in the reporting period stems mainly from the effect of exchange rates (net of hedging) in Energix due to the depreciation of the NIS against the USD, which was offset from a loss from electricity price-fixing transactions in the United States. The profit in the corresponding period last year stemmed mainly from the effect of exchange rates in Energix (net of hedging) due to the depreciation of the NIS against the USD and the PLN, as well as a profit from electricity price-fixing transactions in the United States.

2.5.4 Cash flows

1-9/204 1-9/2023 For the year
2024 2023 2023
NIS NIS NIS
thousands thousands thousands
Total cash flows provided by operating activities 716 780 1,121
Cash flows used in investing activities
Investment in investment property and fixed assets (including property
in development) (677) (534) (656)
Proceeds from the realization of investment property 334 - -
Investment in electricity-generating systems (952) (1,566) (2,279)
Investment in AH Boston (18) (43) (51)
Repaid hedging transactions (277) (373) (549)
Investment in Brockton Funds, net (84) - -
Repayment (provision) of loans, net 3 3 (61)
Net increase in deposits (including pledged deposits) and realization of
tradable securities 636 451 (187)
Total cash used in investing activities (1,035) (2,062) (3,783)
Cash flows provided by financing activities
Receipt of loans (long-term loans and utilization of short-term bank
credit) 1,389 2,063 3,386
Proceeds from the issuance of shares 319 - -
Proceeds from the issuance of bonds 555 843 1,972
Repayment of liabilities (long-term loans, bonds and repayment of short
term credit) (2,621) (1,687) (1,801)
Capital raised by Amot (net of the Company's investment in the issue) 12 - 10
Capital raised by Energix (net of the Company's investment in the issue) 16 4 1
Capital raised by BE (net of the Company's investment in the issue) 12 1 30
Proceeds from sale of Amot shares to non-controlling interests - 24 220
Purchase of shares from non-controlling interests (19) (24) (24)
Payment of dividends to Company shareholders and to non-controlling
interests in consolidated companies (480) (560) (695)
Total cash provided by financing activities (817) 664 3,099
Total increase (decrease) in cash balances in the period (1,136) (618) 437
Other influences 17 42 35
Cash and cash equivalents and designated deposit at end of period 1,083 1,153 2,201
Less - designated deposit (43) (11) (3)
Cash and cash equivalents at end of period 1,040 1,142 2,198

2.6 Equity

2.6.1 Share capital

As of September 30 As of December 31
2024 2023
NIS millions NIS millions
Equity 11,061 11,064
Less non-controlling interests (6,172) (6,062)
Equity attributed to Company shareholders 4,889 5,002
NAV per share 25.33 27.83
NNAV per share 30.23 32.78

2.6.2 Explanation of changes in equity

In the reporting period, the capital attributed to the Company's shareholders decreased by NIS 113 million.

The main changes are as follows:

  • The loss attributed to the Company shareholders in the amount of NIS 436 million please see additional information in Section 2.5.2 above.
  • Other comprehensive income attributed to the Company shareholders in the amount of NIS 114 million - please see additional details in Section 2.5.3 above.
  • A reduction in capital following dividends in the amount of NIS 99 million.
  • Issuance of shares and options in the amount of NIS 319 million.
  • A loss from the issuance of capital in consolidated companies and other funds in the amount of NIS 11 million.

2.6.3 Effects of changes in exchange rates on the Company's equity

The following is the composition of the surplus of assets over liabilities based on the Company's statements (expanded solo) divided by currency as of September 30, 2024 (in NIS millions)26:

As of September 30, 2024 Assets Liabilities Net assets %
USD 1,802 (871) 931 19%
GBP 3,370 (1,650) 1,720 35%
Other 64 (1) 63 1%
Excess assets over liabilities in
foreign currency 5,236 (2,522) 2,714 56%
Excess assets over liabilities in NIS 5,673 (3,498) 2,175 44%
Equity as of September 30, 2024 10,909 (6,020) 4,889 100%

2.6.4 Dividends distributed by the Company in 2024

For information regarding dividends distributed by the Company in 2024, please see Note 10b to the Financial Statements.

2.7 Remuneration of senior officers and directors

For information regarding options granted to the Company's senior officers and directors, please see Note 16e to the Annual Financial Statements and Note 10c to the Financial Statements.

For information regarding the new terms of service of the Company CEO and the Chairman of the Board of Directors for the years 2022-2024, please see Notes 18.a and 18.b to the Annual Financial Statements, respectively.

At its meeting on November 18, 2024, the Company's Board of Directors approved the following (in accordance with the Remuneration Committee's approval and recommendations):

  • Approval of the Company's remuneration policy for the years 2025-2027 (subject to approval by the general meeting);
  • Approval of engagement in a management agreement with the Company CEO for the years 2025- 2027;
  • Approval of engagement in a management agreement with the Chairman of the Company's Board of Directors (subject to approval by the general meeting);
  • Approval of capital remuneration for directors (subject to approval by the general meeting);

26 Including the effect of forward transactions and cross currency swaps (CCS) on the foreign currency.

• Amendment of the management agreements with the VPs and the Legal Advisor to adapt them to changes in the remuneration policy;

3. Market risk exposure and management

  • 3.1 Over the course of the reporting period, no material changes have occurred in the types of market risks as reported in the Board of Directors' Report for 2023 and in Company policy regarding the management of these risks.
  • 3.2 Regarding the linkage base report for monetary balances (expanded solo) as of September 30, 2024, please see Appendix B.

4. Corporate Governance Aspects

4.1. The Company's Board of Directors

Further to Section 2.4.1.3 above, in accordance with the investment agreement with the investor (as defined in Section 2.4.1.3) and in accordance with its authority under the Company's Articles of Association, the Company's Board of Directors decided, at its meeting on October 9, 2024, to approve the appointment of Mr. Ilan Gifman (the investor's recommendation) as an additional director in the Company who will serve from October 13, 2024 until the Company's next annual meeting.

On November 18, 2024, the Company's Board of Directors decided, in accordance with its authority under the Company's Articles of Association, to appoint Ms. Batsheva Moshe, effective from the date of the decision, as an independent director in the Company, from the date of her appointment until the date of the Company's upcoming annual meeting.

Accordingly, as of the date of publication of this report, the Company's Board of Directors has 9 directors27 , of which:

5 directors meet the definition of an independent director (Prof. Zvi Eckstein - External Director, CPA Shlomi Shuv - External Director, Mr. Amos Yadlin, Ms. Rony Patishi-Chillim and Ms. Batsheva Moshe) and 7 directors have accounting and financial expertise (Mr. Nathan Hetz, Mr. Aviram Wertheim, Prof. Zvi Eckstein, CPA Shlomi Shuv, Ms. Rony Patishi-Chillim, Mr. Ilan Gifman and Ms. Batsheva Moshe).

The composition of the Company's Board of Directors for years has included a majority of Board members who are independent directors, even though the Company did not include a provision on this matter in its Articles of Association.

27 It should be noted that: (1) Mr. Amos Yadlin (Independent Director) will end his term, after 9 years of service, on November 22, 2024; (2) At its meeting on November 18, 2024, the Company's Board of Directors decided to convene an annual general meeting whose agenda included, among other things, the appointment of Dr. Samer Haj-Yehia as an additional external director(i.e., the third external director) in the Company.

In this regard, "independent director" means a director who meets qualification requirements for the appointment of an independent director set in Section 240 (b) through (f) of the Companies Law, who has been approved by the Audit Committee, and who has not served as a Company director for over nine consecutive years, and in this regard a gap in their service of no longer than two years will not be seen as ending the continuity of their service.

4.2 The Company's Internal Auditor

At its meeting on November 15, 2023, the Audit Committee approved a multi-year work plan for the years 2024-2027 and that the plan for each specific year would be re-examined for that year, prior to its implementation. The Audit Committee also approved the work plan for 2024, which includes the following topics: (a) The control over public investees - Energix; (b) The control over private investees - BE - a check of the implementation of recommendations; (c) Financial exposures; (d) Transactions with interested parties.

At its meeting on May 19, 2024, the Audit Committee discussed the Internal Auditor's report regarding the review of the internal audit activity at Energix and the review of Alony-Hetz's control over Energix's activity, and also received an update regarding the review of the implementation of the recommendations in the Internal Auditor's Report regarding the control over private investees - BE.

At its November 12, 2024 meeting, the Audit Committee discussed the Internal Auditor's Report on financial exposures and the Internal Auditor's Report on interested party transactions.

At its meeting on November 12, 2024, the Audit Committee approved the work plan for 2025 (within the framework of the three-year work plan), which includes the following topics: (a) Control over public investee companies - Amot; (b) General procurement (including travel abroad); (c) Employee options; (d) Information systems - information security.

5. Special Disclosure for Bondholders

5.1 The following data as of September 30, 2024 relate to bonds issued by the Company:

Bonds Bonds Bonds Bonds Bonds Bonds
(In thousands) (Series I) (Series J) (Series K) (Series L) (Series M) (Series O) Total
Par value as of
September 30, 2024 467,593 1,049,537 160,746 2,054,943 897,601 1,050,480 5,680,900
Linked par value as of
September 30, 2024 467,593 1,049,537 160,746 2,054,943 897,601 1,130,116 5,760,536
Value in the financial
statements as of
September 30, 2024
(at amortized cost) 473,982 1,054,540 159,147 1,934,528 858,847 1,056,308 5,537,352
Stock market value as
of September 30, 2024 468,855 1,065,385 141,263 1,768,895 831,807 1,024,113 5,300,318
Accrued interest as of
September 30, 2024 10,674 5,798 2,523 29,227 26,169 17,074 91,465

In April 2024, the Israeli rating company Maalot Ltd. (hereinafter - "Maalot") and Midroog Ltd. (hereinafter - "Midroog") updated the Company's rating outlook from stable to negative.

As of the date of publication of this report, the Company's bonds (Series I, J, K, L, M and O) are rated ilAA- with a negative rating outlook by Maalot. The issuer's rating is the same.

The Company's bonds (Series I, J, L, M and O) are rated Aa3 with a negative outlook by Midroog. The issuer's rating is the same.

5.2 The main financial covenants of the Company's bonds (Series I, J, K, L, M and O) are as follows:

Value as of September
Financial ratio Criterion 30, 2024
Net financial debt to value of holdings28 % Less than 80% 52.9%
Minimum equity (Series I, J, K, L, M and O)29 NIS billions More than 2.2 4.9

For additional information, please see Section 5.2.2 of Chapter F(5) to the Description of the Corporation's Business in the Periodic Report for 2023.

28 Value of the holdings as defined in the deed of trust. In order for grounds to exist for early redemption, the breach of the financial ratio must exist for four consecutive quarters.

29 In order for grounds to be created for early repayment, the breach of the above provision must exist for four consecutive quarters. For Series I and J - the minimum equity is NIS 1.8 billion, for Series K and L - the minimum equity is NIS 2.1 billion and for Series M and O - the minimum equity is NIS 2.2 billion. The criterion presented in the table is the most severe of the series due to the cross default condition in the series.

The Company's Board of Directors would like to thank the holders of Company securities for the confidence they have shown in the Company.

Nathan Hetz Aviram Wertheim

Director and CEO Chairman of the

Board of Directors

Appendices to the Board of Directors' Report on the State of Corporate Affairs

  • Appendix A Financial Information, Expanded Solo
  • Appendix B Balance Sheet of Linkage Bases for Monetary Balances
  • Appendix C Rating Reports

Appendix D – Separate Financial Statement of the Corporation in accordance with Regulation 9C and Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970

Appendix A – Financial Information, Expanded Solo

1. Financial Statements - Expanded Solo

The Company's expanded solo financial statements are the Company's condensed financial statements presented in accordance with IFRS principles, except for the investments in Amot, in Energix and in Brockton Everlast, which are presented on an equity basis instead of consolidating their financial statements with those of the Company (all other investments are presented unchanged from the statements presented in accordance with IFRS principles). These Statements do not constitute separate financial statements as defined in International Accounting Standard IAS 27, and are not part of the information whose publishing is required in accordance with the securities laws. Nevertheless, the Company's management believes that analysts, investors, shareholders and bondholders may obtain valuable information from the presentation of this data.

1.1 Condensed expanded solo balance sheet (NIS thousands):

As of September 30 As of December 31
2024 2023
NIS thousands NIS thousands
Current assets
Cash and cash equivalents 209,232 1,024,887
Receivables, debit balances and others 41,682 34,811
Total current assets 250,914 1,059,698
Non-current assets
Securities measured at fair value through profit and loss 255,225 165,385
Investments in investees 10,400,143 10,418,144
Others 3,000 4,149
Total non-current assets 10,658,368 10,587,678
Total assets 10,909,282 11,647,376
Current liabilities
Short-term credit and current maturities of long-term liabilities 509,386 611,159
Payables, credit balances and others 390,185 363,011
Total current liabilities 899,571 974,170
Non-current liabilities
Bonds and long-term loans 5,032,131 5,495,383
Deferred taxes 9,709 26,663
Others 79,227 149,103
Total non-current liabilities 5,121,067 5,671,149
Equity 4,888,644 5,002,057
Total liabilities and equity 10,909,282 11,647,376

Financial data, expanded solo

1.2Summary of expanded solo statements of income (NIS thousands):

1-9/2024 1-9/2023 Q3 Q3 For the year
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
Revenues
Group share in losses of associates, net (197,978) (954,659) 132,671 (386,688) (2,163,165)
Net profit (loss), relating to investments in long
term securities intended for sale30 (11,651) (5,188) (114) (7,834) (10,289)
Management fee revenues from investees 16,589 15,323 3,810 5,038 21,136
(193,040) (944,524) 136,367 (389,484) (2,152,318)
Expenses
Administrative and general 28,344 26,955 9,913 8,702 32,138
Financing expenses, net 215,826 172,477 78,355 59,429 230,861
244,170 199,432 88,268 68,131 262,999
Loss before taxes on income (437,210) (1,143,956) 48,099 (457,615) (2,415,317)
Income tax income (961) (14,255) 4,737 1,766 (22,908)
Loss for the period (436,249) (1,129,701) 43,362 (459,381) (2,392,409)
1-9/2024 1-9/2023 Q3 Q3 For the year
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
Group share in the profits (losses) of
associates, net
Group share in Amot's equity profits 339,097 240,787 178,308 67,843 371,116
Group share in Energix's equity profits 114,329 115,908 30,960 14,410 130,138
Group share in Carr's equity profits (losses) (208,036) (760,318) 70,124 (310,929) (1,383,740)
Group share in AH Boston's equity losses (287,839) (170,629) (142,717) (45,246) (284,180)
Group share in Brockton's equity losses (153,772) (378,435) (2,446) (112,705) (993,819)
Other (1,770) (2,427) (1,559) (78) (3,129)
Total profits (losses) of associates, net (197,991) (955,114) 132,670 (386,705) (2,163,614)

30 Refers to investment in Brockton Capital's private real estate funds.

The Company's liabilities (expanded solo) payable after September 30, 2024:

Bank
Bonds (*) loans Total %
NIS NIS NIS
thousands thousands thousands
Current maturities 510,210 - 510,210 9
Second year 510,210 - 510,210 9
Third year 510,210 - 510,210 9
Fourth year 897,742 - 897,742 16
Fifth year 897,742 - 897,742 16
Sixth year onward 2,473,598 - 2,473,598 43
Total repayments 5,799,711 - 5,799,711 100
Others 48,554
Balance of liability related to
transactions in financial derivatives 356,256
Total financial debt (taking into
account the value of transactions in
financial derivatives) 6,204,522

(*) Including the effect of swap transactions with financial entities in Israel so that NIS bonds were "converted" into liabilities in USD and GBP, as well as CPI-linked liabilities.

As of September 30, 2024 - in NIS thousands In unlinked NIS In linked NIS In USD In GBP Other Total Adjustments - Non-monetary items Total Current assets Cash and cash equivalents 129,773 - 3,756 75,622 81 209,232 - 209,232 Receivables, debit balances and others 21,312 - - - - 21,312 20,370 41,682 Total current assets 151,085 - 3,756 75,622 81 230,544 20,370 250,914 Non-current assets Securities measured at fair value through profit and loss 4 - - 255,221 - 255,225 - 255,225 Investments in associates - - - - - - 10,400,143 10,400,143 Others 897 - - - - 897 2,103 3,000 Total non-current assets 901 - - 255,221 - 256,122 10,402,246 10,658,368 Total assets 151,986 - 3,756 330,843 81 486,666 10,422,616 10,909,282 Current liabilities - Short-term credit and current maturities of long-term liabilities (509,386) - - - - (509,386) - (509,386) Payables and credit balances (363,315) (22,471) - - - (385,786) (4,399) (390,185) Total current liabilities (872,701) (22,471) - - - (895,172) (4,399) (899,571) Non-current liabilities Bonds and long-term loans (3,975,823) (1,056,308) - - - (5,032,131) - (5,032,131) Deferred tax liabilities - - - - - - (9,709) (9,709) Others (78,125) - (928) - - (79,053) (174) (79,227) Total non-current liabilities (4,053,948) (1,056,308) (928) - - (5,111,184) (9,883) (5,121,067) Total liabilities (4,926,649) (1,078,779) (928) - - (6,006,356) (14,282) (6,020,638) Excess assets over liabilities (liabilities over assets) (4,774,663) (1,078,779) 2,828 330,843 81 (5,519,690) 10,408,334 4,888,644 Financial derivatives 2,776,771 (258,376) (868,418) (1,649,977) - - - - Excess financial assets over financial liabilities (financial liabilities over financial assets) (1,997,892) (1,337,155) (865,590) (1,319,134) 81 (5,519,690) 10,408,334 4,888,644 Allocation of nonmonetary assets (liabilities), net - by linkage bases 316,702 5,193,751 1,796,331 3,039,144 62,406 10,408,334 (10,408,334) Excess assets over liabilities (liabilities over assets) (1,681,190) 3,856,596 930,741 1,720,010 62,487 4,888,644 - 4,888,644

Appendix B – Balance Sheet of Linkage Bases for Monetary Balances

Appendix C – Rating Reports31

  • For the Midroog rating report, please see the immediate report published by the Company on April 16, 2024 (Ref: 2024-01-038011) and the rating report dated August 27, 2024 (Ref: 2024-01-094780).
  • For the rating report of Maalot, the Israeli Securities Rating Company Ltd., please see the immediate report dated April 18, 2024 (Ref: 2024-01-039472) and the rating report dated August 27, 2024 (Ref: 2024-01-094786).

31 The detailed information in the above immediate reports was included in this report by way of reference.

Appendix D – Separate Financial Statement of the Corporation in accordance with Regulation 9C and Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970

The Company chose not to attach a separate financial statement in accordance with Regulation 9C and Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) 1970, since, according to its judgement, the separate financial statement does not add material information to the information contained in the annual financial statements and/or the quarterly financial statements of the Corporation that were presented in accordance with Regulation 9 and Regulation 38, as the case may be.

Consolidated Financial Statements

Alony Hetz Properties & Investments ltd.

English Translation solely for the convenience of the readers of the Hebrew language audit report and Hebrew language financial statements.

A Review Report of the Independent Auditor to the shareholders of Alony Hetz Properties & Investments Ltd.

Introduction

We have reviewed the accompanying financial information of Alony Hetz Properties & Investments Ltd. the Company and subsidiaries (hereafter- "the Company") which includes the condensed consolidated statement of financial position as of September 30, 2024, and the related condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the periods of nine and three months ended on that date. The board of directors and management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 "Interim Financial Reporting" and they are also responsible for the preparation of this interim financial information in accordance with Chapter D of Securities Regulations (Periodic and Immediate Reports) - 1970. Our responsibility is to express a conclusion on this interim financial information based on our review .

We did not review the interim condensed financial information of companies that were consolidated, whose assets included in consolidation constitute approximately 12% of the total consolidated assets as of September 30, 2024, and whose revenues included in consolidation constitute approximately 15% of the consolidated revenues from rental fees, management of investment property and sale of electricity and green certificates, for the periods of nine and three months ended on that date. Furthermore, we did not review the interim condensed financial information of certain affiliates presented on the equity method basis, the investment in which amounted to approximately 1,380 million NIS as of September 30, 2024, and the share of the results of which for the periods on nine and three months ended that date, amounted to a loss of approximately 208 million NIS and income of approximately 70 million NIS, respectively. The interim condensed financial information of those companies was reviewed by other auditors, whose review reports have been furnished to us, and our conclusion, insofar as it relates to the financial information included for those companies, is based on the review reports of the other auditors.

Scope of Review

We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion .

Conclusion

Based on our review and the review reports of other auditors, nothing has come to our attention that causes us to believe that the abovementioned financial information is not prepared, in all material respects, in accordance with IAS 34.

In addition to the statements in the previous paragraph, based on our review and the review reports of other auditors, nothing has come to our attention that causes us to believe that the abovementioned financial information does not comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports) - 1970.

Brightman Almagor Zohar & Co. Certified Public Accountants A Firm in the Deloitte Global Network

Tel Aviv, November 18, 2024

Jerusalem Haifa Eilat Nazareth Beit Shemes
3 Kiryat Ha'Mada 5 Ma'aleh Hashichrur The City Center 9 Marj Ibn Amer St. Yigal Alon 1 St.
Har Hotzvim Tower P.O.B. 5648 P.O.B. 583 Nazareth, 16100 Beit Shemesh, 9
Jerusalem, 914510 Haifa, 3105502 Eilat, 8810402

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Financial Position

As of
September 30
As of December
31
2024 2023 2023
Note NIS thousands NIS thousands NIS thousands
Assets (Unaudited) (Unaudited) (Audited)
Current assets
Cash and cash equivalents 1,040,475 1,142,297 2,197,677
Deposits and designated deposit 13 36,058 21,958 641,620
Trade receivables 146,105 149,137 115,662
Current tax assets, net 21,793 33,932 19,632
Other receivables 302,923 214,259 233,731
Assets designated for sale - - 177,825
Total current assets 1,547,354 1,561,583 3,386,147
Non-current assets
Investment property 19,937,873 20,376,819 19,369,345
Investment property in development and land rights 4,989,887 3,983,803 4,349,731
Long-term investments:
Securities measured at fair value through profit and
loss 255,225 232,666 222,222
Investment in companies accounted for using the
equity method
6, 7 2,091,449 3,467,146 2,550,500
Deferred tax assets 155,765 117,505 209,184
Electricity-generating facilities:
Connected electricity-generating facilities 5 5,710,468 3,412,651 5,216,734
Right-of-use asset 636,925 504,709 511,443
Electricity-generating facilities in development 5 3,240,144 3,369,588 2,370,899
Pledged deposits 30,899 8,944 19,942
Fixed assets, net 118,714 116,886 117,664
Other assets 543,790 518,581 407,355
Total non-current assets 37,711,139 36,109,298 35,345,019
Total assets 39,258,493 37,670,881 38,731,166

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Financial Position

As of
September 30
As of December
31
2024
2023
2023
Note NIS thousands NIS thousands NIS thousands
(Unaudited) (Unaudited) (Audited)
Liabilities and equity
Current liabilities
Short term credit and current maturities of long-term
loans 8 924,338 1,279,953 1,832,563
Current maturities of bonds 9 1,229,556 1,292,238 1,292,791
Current maturities of lease liabilities 36,101 28,142 30,617
Current tax liabilities, net 95,403 80,908 174,700
Payables and credit balances 2,029,695 1,218,739 1,530,033
Total current liabilities 4,315,093 3,899,980 4,860,704
Non-current liabilities
Bonds 9 14,003,244 13,195,641 14,352,564
Loans from banking corporations and financial
institutions 8 5,675,837 4,682,838 4,654,061
Lease liability 697,006 660,504 562,431
Deferred tax liabilities 1,937,611 1,829,935 1,858,015
Provisions 16,483 16,483 16,483
Other liabilities 1,552,504 902,273 1,362,785
Total non-current liabilities 23,882,685 21,287,674 22,806,339
Equity
Equity attributed to Company shareholders 4,888,644 6,549,227 5,002,057
Non-controlling interests 6,172,071 5,934,000 6,062,066
Total equity 11,060,715 12,483,227 11,064,123
Total liabilities and equity 39,258,493 37,670,881 38,731,166
The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.
On behalf of the Board of Directors:
Aviram Wertheim Chairman of the Board of Directors
Nathan Hetz Member of the Board of Directors and CEO
Oren Frenkel CFO

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Income

For the nine-
month period
ended
September 30
For the nine-
month period
ended
September 30
For the three-
month period
ended
September 30
For the three-
month period
ended
September 30
For the year
ended
December 31
2024 2023 2024 2023 2023
NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Revenue and profits
Revenues from rental fees and
management of investment property 1,036,659 989,800 360,977 335,452 1,324,063
Fair value adjustments of investment
property 313,241 (353,769) 301,614 (133,622) (926,169)
Group share in losses of associates, net (477,744) (920,541) (60,665) (352,456) (1,703,997)
Net losses from investments in
securities measured at fair value
through profit and loss (69,170) (5,148) (114) (7,833) (17,299)
Profit from decrease in rate of holding,
from purchase and realization of
associates
13 455 1 17 449
Revenues from sale of electricity and
green certificates 645,627 543,943 209,561 122,470 527,953
Revenues from unwinding of electricity-
hedging agreements 152,760
Other revenues, net 4,467 1,651 811 894 1,199
1,453,093 256,391 812,185 (35,078) (641,041)
Costs and expenses
Cost of investment property rental and
operation 133,496 123,293 47,463 42,204 168,894
Development, maintenance and
operation costs of electricity-
generating facilities 101,277 73,680 40,145 28,357 110,801
Depreciation and amortizations 160,026 119,770 61,346 42,188 159,963
Administrative and general 192,391 151,143 75,380 54,266 201,798
Financing income (81,041) (66,860) (36,625) (24,016) (96,590)
Financing expenses 971,384 706,097 369,401 225,220 888,115
1,477,533 1,107,123 557,110 368,219 1,432,981
Profit (loss) before taxes on income (24,440) (850,732) 255,075 (403,297) (2,074,022)
Income tax expenses 3,856 34,152 10,491 5,859 77,816
Net profit (loss) for the period (28,296) (884,884) 244,584 (409,156) (2,151,838)
Attributed to Company shareholders
Attributed to non-controlling interests
(436,249)
407,953
(1,129,701)
244,817
43,362
201,222
(459,381)
50,225
(2,392,409)
240,571
(409,156)
(28,296) (884,884) 244,584 (2,151,838)
Net earnings (loss) per share
attributed to Company shareholders
(in NIS):
Basic (2.37) (6.29) 0.23 (2.56) (13.31)
Fully diluted 0.22
(2.37) (6.29) (2.56) (13.35)
Weighted average of share capital
used in calculation of earnings per
share (thousands of shares)
Basic 184,046 179,722 192,599 179,722 179,722
Fully diluted 184.046 179.722 192.599 179.722 179.722

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Comprehensive Income

For the nine
month period
ended
For the nine
month period
ended
For the three
month period
ended
For the three
month period
ended
For the year
ended
September 30 September 30 September 30 September 30 December 31
2024 2023 2024 2023 2023
NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Net profit (loss) for the period (28,296) (884,884) 244,584 (409,156) (2,151,838)
Other Comprehensive Income
Amounts to be classified in the future to
profit or loss, net of tax
Profit
from
translation
of
financial
statements for foreign activities
371,072 859,250 129,986 88,120 719,644
Loss from exchange rate differences for
credit and derivatives designated for the
hedging of investments in companies that
constitute foreign activity, net of tax
(234,737) (633,405) (79,359) (130,353) (664,736)
Profit from exchange rate differences and
changes in fair value of instruments used
for cash flow hedging, net of tax 42,324 97,831 31,669 31,353 17,805
Company share in other comprehensive loss
of associates, net of tax
(15,106) (427) (9,500) (3,675) (18,625)
Other comprehensive income (loss) for the
period, net of tax 163,553 323,249 72,796 (14,555) 54,088
Total comprehensive income (loss) for the
period
135,257 (561,635) 317,380 (423,711) (2,097,750)
Allocation of comprehensive income (loss)
for the period
Company shareholders (321,419) (931,306) 89,567 (481,372) (2,425,233)
Non-controlling interests 456,676 369,671 227,813 57,661 327,483
135,257 (561,635) 317,380 (423,711) (2,097,750)

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Changes in Equity for the Nine-Month Period ended September 30, 2024 (Unaudited) (NIS thousands)

Share
capital
Share
premium
Receipts
on
account
of options
Capital
reserve
from the
translation
of financial
statements
for foreign
activity
Capital
reserve
for
employee
options
and other
capital
reserves
Company
shares
held by
the
Group
Retained
earnings
Total
attributed to
Company
shareholders
Non-
controlling
interests
Total
equity
Balance as of January 1, 2024 197,796 2,807,638 (569,499) 431,219 (589) 2,135,492 5,002,057 6,062,066 11,064,123
Total comprehensive income (loss) for the
period
110,608 4,222 (436,249) (321,419) 456,676 135,257
Dividend paid to Company shareholders (99,446) (99,446) (99,446)
Dividend paid to non-controlling interests in
consolidated companies
(382,911) (382,911)
Issuance of shares and options 13,311 293,640 12,261 319,212 319,212
Issuance of capital in consolidated companies 1,447 1,447 69,631 71,078
Expiry of employee options 3,468 (3,468)
Allocation of benefit in respect of options to
employees and officers
3,343 3,343 23,682 27,025
Acquisition of shares from non-controlling
interests in a consolidated company
(16,550) (16,550) (57,073) (73,623)
Balance as of September 30, 2024 211,107 3,104,746 12,261 (458,891) 420,213 (589) 1,599,797 4,888,644 6,172,071 11,060,715

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Changes in Equity for the Three-Month Period ended September 30, 2024 (Unaudited) (NIS thousands)

Share
capital
Share
premium
Receipts
on
account
of
options
Capital
reserve
from the
translation
of financial
statements
for foreign
activity
Capital
reserve
for
employee
options
and other
capital
reserves
Company
shares
held by
the
Group
Retained
earnings
Total
attributed to
Company
shareholders
Non-
controlling
interests
Total
equity
Balance as of July 1, 2024 197,796 2,810,867 (501,778) 416,188 (589) 1,591,181 4,513,665 6,064,813 10,578,478
Total comprehensive income for the period 42,887 3,318 43,362 89,567 227,813 317,380
Dividend paid to Company shareholders (34,746) (34,746) (34,746)
Dividends paid to non-controlling interests in a
consolidated company
(98,733) (98,733)
Issuance of shares and options 13,311 293,640 12,261 319,212 319,212
Issuance of capital in consolidated companies (131) (131) 11,981 11,850
Expiry of employee options 239 (239)
Allocation of benefit in respect of options to
employees and officers
1,080 1,080 6,224 7,304
Acquisition of shares from non-controlling
interests in a consolidated company
(3) (3) (40,027) (40,030)
Balance as of September 30, 2024 211,107 3,104,746 12,261 (458,891) 420,213 (589) 1,599,797 4,888,644 6,172,071 11,060,715

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Changes in Equity for the Nine-Month Period ended September 30, 2023 (Unaudited) (NIS thousands)

Share
capital
Share
premium
Capital
reserve
from the
translation
of financial
statements
for foreign
activity
Capital
reserve
for
employee
options
and other
capital
reserves
Company
shares
held by
the
Group
Retained
earnings
Total
attributed to
Company
shareholders
Non-
controlling
interests
Total
equity
Balance as of January 1, 2023 197,796 2,795,162 (551,365) 478,680 (589) 4,790,295 7,709,979 5,881,441 13,591,420
Total comprehensive income for the period 198,822 (427) (1,129,701) (931,306) 369,671 (561,635)
Dividend paid to Company shareholders (204,883) (204,883) (204,883)
Dividends paid to non-controlling interests in a
consolidated company
(354,529) (354,529)
Issuance of capital in consolidated companies 2,004 2,004 39,879 41,883
Expiry of options 3,556 (3,556)
Allocation of benefit in respect of options to
employees and others
3,228 3,228 27,149 30,377
Acquisition of shares from non-controlling interests
in a consolidated company
(29,795) (29,795) (29,611) (59,406)
Balance as of September 30, 2023 197,796 2,798,718 (352,543) 450,134 (589) 3,455,711 6,549,227 5,934,000 12,483,227

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Changes in Equity for the Three-Month Period ended September 30, 2023 (Unaudited) (NIS thousands)

Share
capital
Share
premium
Capital
reserve
from the
translation
of financial
statements
for foreign
activity
Capital
reserve
for
employee
options
and other
capital
reserves
Company
shares
held by
the
Group
Retained
earnings
Total
attributed to
Company
shareholders
Non-
controlling
interests
Total
equity
Balance as of July 1, 2023 197,796 2,798,718 (321,051) 437,682 (589) 3,972,603 7,085,159 5,917,761 13,002,920
Total comprehensive income (loss) for the period (31,492) 9,501 (459,381) (481,372) 57,661 (423,711)
Dividend paid to Company shareholders (57,511) (57,511) (57,511)
Dividend paid to non-controlling interests in consolidated
companies
(77,646) (77,646)
Issuance of capital in consolidated companies 2,030 2,030 27,715 29,745
Allocation of benefit in respect of options to employees and
officers
921 921 8,509 9,430
Balance as of September 30, 2023 197,796 2,798,718 (352,543) 450,134 (589) 3,455,711 6,549,227 5,934,000 12,483,227

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Changes in Equity for the Year ended December 31, 2023 (NIS thousands)

Share
capital
Share
premium
Capital
reserve
from the
translation
of financial
statements
for foreign
activity
Capital
reserve
for
employee
options
and other
capital
reserves
Company
shares
held by
the Group
Retained
earnings
Total
attributed to
Company
shareholders
Non-
controlling
interests
Total
equity
Balance as of January 1, 2023 197,796 2,795,162 (551,365) 478,680 (589) 4,790,295 7,709,979 5,881,441 13,591,420
Total comprehensive income for the period (18,134) (14,690) (2,392,409) (2,425,233) 327,483 (2,097,750)
Dividend paid to Company shareholders (262,394) (262,394) (262,394)
Dividend paid to non-controlling interests in
consolidated companies
(432,386) (432,386)
Expiry of employee options 12,476 (5,711) 6,765 (6,765)
Allocation of benefit in respect of options to
employees and officers
4,148 4,148 35,534 39,682
Issuance of capital in consolidated companies 1,521 1,521 63,329 64,850
Sale of shares to non-controlling interests in a
consolidated company
(2,928) (2,928) 22,918 219,990
Acquisition of shares from non-controlling interests in
a consolidated company
(29,801) (29,801) (29,488) (59,289)
Balance as of December 31, 2023 197,796 2,807,638 (569,499) 431,219 (589) 2,135,492 5,002,057 6,062,066 11,064,123

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Cash Flows

For the nine For the nine For the three For the three
month period month period month period month period For the year
ended ended ended ended ended
September 30 September 30 September 30 September 30 December 31
2024 2023 2024 2023 2023
NIS NIS NIS NIS
thousands thousands thousands NIS thousands thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Cash flows - Operating activities
Net profit (loss) for the period (28,296) (884,884) 244,584 (409,156) (2,151,838)
Net income (expenses) not entailing cash flows (Appendix
A) 858,114 1,668,600 52,309 606,196 3,147,558
829,818 783,716 296,893 197,040 995,720
Changes in working capital (Appendix B) (113,064) (3,495) (8,009) 58,723 124,977
Net cash provided by operating activities 716,754 780,221 288,884 255,763 1,120,697
Cash flows - Investing activities
Investment in investment property (including property in
development) and in fixed assets (659,073) (533,811) (154,786) (199,220) (655,762)
Proceeds from the realization of investment property, net of
tax 333,809 - 91,163 - -
Investment in electricity-generating systems (951,775) (1,565,962) (339,545) (759,255) (2,279,175)
Investment in associates (18,424) (42,509) (3,067) (13,388) (51,213)
Decrease (increase) in pledged deposit and restricted cash 636,692 48,766 329 28,577 (587,164)
Repayment of loans provided to associates, net 3,050 3,450 2,634 900 3,950
Provision of loans to others (18,051) - (2,121) - (65,254)
Decrease in deposits and tradable securities, net - 400,000 - - 400,000
Cash from forward transactions and options designated for
hedging (276,974) (372,578) (152,386) (137,870) (549,292)
Investment in investment property funds (84,489) - (28,077) - -
Others 330 845 109 592 353
Net cash used in investing activities (1,034,905) (2,061,799) (585,747) (1,079,664) (3,783,557)
Cash flows - Financing activities
Proceeds from the Group's bond issue, net 555,078 842,792 - - 1,972,385
Repayment of bonds (1,299,833) (1,299,986) (434,601) (423,842) (1,299,986)
Receipt of long-term loans, net of capital raising expenses
paid 1,389,590 1,526,085 570,747 713,327 2,503,494
Repayment of long-term loans (790,073) (387,398) (71,575) (327,197) (501,831)
Proceeds from the issue of shares and options 319,212 - 319,212 - 219,990
Proceeds from the issue of shares and options to non
controlling interests in consolidated companies 80,206 28,679 11,623 17,907 41,457
Acquisition of shares and options from non-controlling
interests (58,961) (24,243) (40,014) - (24,243)
Increase (decrease) in short-term credit and in utilized
credit facilities (531,849) 537,762 (251,536) 211,671 882,905
Dividend paid to Company shareholders (99,446) (204,883) (34,746) (57,511) (262,394)
Dividend paid to non-controlling interests (381,096) (354,607) (96,918) (77,724) (432,386)
Net cash provided by (used in) financing activities (817,172) 664,201 (27,808) 56,631 3,099,391
Increase in cash and cash equivalents (1,135,323) (617,377) (324,671) (767,270) 436,531
Cash and cash equivalents at beginning of period 2,197,677 1,694,701 1,370,098 1,923,373 1,694,701
Balance of designated deposit at beginning of period 3,615 34,435 28,062 3,700 34,435

Alony-Hetz Properties and Investments Ltd. | Condensed Consolidated Statements of Cash Flows

For the nine For the nine For the three For the three
month period month period month period month period For the year
ended ended ended ended ended
September 30 September 30 September 30 September 30 December 31
2024 2023 2024 2023 2023
NIS NIS NIS NIS
thousands thousands thousands NIS thousands thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Effect of changes in exchange rates on foreign currency
cash balances 17,428 41,456 9,908 (6,588) 35,637
Cash and cash equivalents and designated deposit at end
of period 1,083,397 1,153,215 1,083,397 1,153,215 2,201,304
Less - Balance of designated deposit at end of period 42,922 10,918 42,922 10,918 3,627
Total cash and cash equivalents 1,040,475 1,142,297 1,040,475 1,142,297 2,197,677

Alony-Hetz Properties and Investments Ltd. | Appendices to the Condensed Consolidated Statements of Cash Flows

For the nine For the nine For the three For the three
month period month period month period month period For the year
ended ended ended ended ended
September 30 September 30 September 30 September 30 December 31
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Adjustments required to present cash flows from
operating activities
a. Expenses (income) not entailing cash flows:
Fair value adjustment of investment property and
profit from its realization (313,241) 353,769 (301,613) 133,622 926,169
Net profits from changes in holding rate and from
realization of investments in investees (13) (455) (1) (17) (449)
Differences from adjustments, interest and discounting
in respect of long-term liabilities and cash balances 374,230 244,248 200,262 60,826 324,327
Profit from fair value adjustment of financial assets at
fair value through profit and loss 38,932 (10,326) (23,533) 5,812 (719)
Company share in results of associates, net of
dividends and capital reductions received 488,169 920,445 60,876 353,559 1,733,948
Deferred taxes, net 90,702 (386) 53,356 (3,898) (46,511)
Depreciation and amortizations 161,953 121,357 57,238 43,775 165,273
Allocation of benefit in respect of share-based
payment 16,876 30,191 4,240 9,473 34,069
Others, net 506 9,757 1,484 3,044 11,451
858,114 1,668,600 52,309 606,196 3,147,558
b. Changes in asset and liability items (changes in
working capital):
Decrease (increase) in trade receivables and in other
receivables (85,629) (15,984) 15,300 39,353 (2,754)
Decrease (increase) in current tax assets, net (2,145) 16,225 (1,319) 10,024 30,103
Decrease (increase) in payables and credit balances (42,359) (15,341) (14,985) 1,725 (10,169)
Increase (decrease) in current tax liabilities, net 15,533 13,925 (7,022) 9,941 110,149
Purchase of CAP options 1,536 (2,320) 17 (2,320) (2,352)
(113,064) (3,495) (8,009) 58,723 124,977
c. Non-cash activity:
Exercise of employee options against receivables - 404 - 404 10,189
Investment in electricity-generating systems against
supplier credit and payables 321,963 113,913 321,963 113,913 440,014
Contingent consideration with non-controlling
interests - 80,500 - 80,500 -
Increase in provision for evacuation and restoration 16,549 82,162 16,549 82,162 64,055
Increase in right-of-use asset against lease liabilities 131,433 104,111 - 104,111 123,421
Investment in real estate and fixed assets against
other payables and credit balances 16,424 18,767 16,424 18,767 24,882
d. Additional information:
Interest paid 458,877 442,667 139,229 150,350 559,420
Interest received 47,950 38,672 24,266 14,752 54,977

Alony-Hetz Properties and Investments Ltd. | Appendices to the Condensed Consolidated Statements of Cash Flows

For the nine For the nine For the three For the three
month period month period month period month period For the year
ended ended ended ended ended
September 30 September 30 September 30 September 30 December 31
2024 2023 2024 2023 2023
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Taxes paid 50,960 66,766 15,482 2,300 74,297
Taxes received 11,739 11,517 647 1,456 14,696
Dividend and capital reductions received 10,412 15,705 - 5,892 27,459

The attached notes constitute an integral part of the Condensed Consolidated Financial Statements.

Note 1 – General

The Group focuses on long-term investments in income-generating property companies in Israel and abroad (in Western countries). In addition, the Group has investments in renewable energy, in Israel and around the world.

These Condensed Consolidated Financial Statements (hereinafter - "Interim Financial Statements") have been prepared as of September 30, 2024 and for the nine- and three-month periods ended on that date. These statements should be reviewed within the context of the Company's Consolidated Annual Financial Statements as of December 31, 2023 and for the year ended on that date and with their accompanying notes (hereinafter - the "Annual Financial Statements").

The Iron Swords War:

On October 7, 2023, the terrorist organization Hamas carried out a murderous and unprecedented brutal surprise attack on the State of Israel, following which the Iron Swords War was launched.

According to the Company's assessment, the continuation of the fighting for a long time may result in significant and broader damage to the economy, which will lead to an increase in the construction costs for Amot's entrepreneurial projects, increased damage to private consumption and to businesses, including to the tenants of Amot, which will result in a decrease in revenues and changes in other economic parameters.

The War is expected to have an effect on the extension of the timelines for Energix's wind and photovoltaic energy projects in Israel and to increase the price of money for the Group companies operating in Israel.

Note 2 – Significant Accounting Policies

A. Preparation basis for the financial statements

The Group's Interim Financial Statements have been prepared in accordance with International Accounting Standard IAS 34, "Interim Financial Reporting" (hereinafter - "IAS 34").

The Condensed Consolidated Financial Statements have been prepared in accordance with the disclosure directives in Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

In the preparation of these Interim Financial Statements the Group has implemented accounting policies, presentation principles and calculation methods identical to those implemented in the preparation of its financial statements as of December 31, 2023.

Note 2 – Significant Accounting Policies (continued)

B. New reporting standards

International Financial Reporting Standard 18 - "Presentation and Disclosure in Financial Statements" ("IFRS 18") - On April 9, 2024, IFRS 18 was published, which replaces International Accounting Standard 1 - "Presentation of Financial Statements" ("IAS 1"). The standard aims to improve the way information is presented by entities to users in their financial statements.

The standard focuses on the following areas:

Structure of the statement of income - Presentation of defined subtotals and a breakdown into categories in the statement of income.

Requirements regarding improvement and the breakdown of information in the financial statements and in the notes.

Presentation of information regarding Management-defined Performance Measures ("MPMs") that are not based on accounting standards (NON-GAAP) in the notes to the financial statements.

In addition, at the time of implementation of IFRS 18, amendments to other IFRS standards will enter into effect, among others, the amendments to IAS 7 - "Statement of Cash Flows", aimed at improving comparability between entities. The changes mainly include: use of a subtotal of operating profit as a single starting point in the application of the indirect method for reporting cash flows from operating activities as well as a cancellation of the alternatives for choosing an accounting policy regarding the presentation of interest and dividends. In view of this, with the exception of certain cases, interest and dividends received will be included under cash flows from investing activities, and on the other hand, interest and dividends paid will be included under financing activities.

The standard will enter into effect for reporting periods beginning on or after January 1, 2027, the standard will be applied retroactively, with specific transition provisions, and early adoption is possible from the period beginning on January 1, 2025.

The group is examining the effect of IFRS 18 including the effect of the amendments to additional IFRS standards as a result of its application to the financial statements.

Note 2 – Significant Accounting Policies (continued)

C. Determining the fair value of investment property and investment property in development

The Group determines the fair value of income-generating property in accordance with the provisions of IAS 40 and IFRS 13. In order to determine the fair value in the annual financial statements, the Group's management relies on valuations of independent external appraisers (hereinafter - "appraisers"). In the semiannual reports, the Group relies on appraisers who review all of the Group's assets. In the first and third quarters, the Group's management is relying on letters of no change from the appraisers or on their valuations.

D. Exchange rates and linkage bases

  • Balances in or linked to foreign currency are included in the financial statements according to the representative rates of exchange published by the Bank of Israel and in effect as of the end of the reporting period.
  • Balances linked to the Consumer Price Index are presented according to the last known index at the end of the reporting period (the CPI of the month preceding the month of the financial statement date) or according to the Consumer Price Index for the last month of the reporting period (the CPI for the month of the financial statement date), according to the transaction terms.
  • The following is information regarding exchange rates and the CPI:
For the For the For the For the
As of As of As of nine-month nine-month three-month three-month
September September December period period period period For the
30 / for the 30 / for the 31 / for the ended ended ended ended year ended
month of month of month of September September September September December
September September December 30 30 30 30 31
2024 2023 2023 2024 2023 2024 2023 2023
% % % % %
Consumer Price
Index (CPI)
(2008 base)
In Israel
(in lieu CPI) 131.18 126.71 123.19 6.49 2.86 1.30 0.68 2.96
In Israel
(known CPI) 131.42 126.83 122.85 6.98 3.25 1.58 0.77 3.35
Exchange rate
against the NIS
USD 3.71 3.82 3.63 2.20 8.67 (1.33) 3.35 3.13
GBP 4.97 4.68 4.62 7.58 10.39 4.63 0.15 8.96
PLN 0.97 0.87 0.92 5.43 9.31 4.30 (3.20) 15.00

Note 2 – Significant Accounting Policies (continued)

E. Seasonality

Naturally, solar radiation and wind speed in various seasons influence the output of photo-voltaic systems or wind farms. In the photo-voltaic field, in the spring and summer months, when solar radiation levels are high, the photo-voltaic systems' output increases. In the autumn and winter months, when solar radiation levels are relatively low, the systems' output declines. With wind energy, power generation is subject to changes in the wind regime in the different seasons, according to the specific region where the turbines are located and to the variation in wind regimes from year to year. Based on wind measurements made in the areas of Energix's wind farms in Poland, the forecast is that the fall and winter months (fourth and first quarters), which are characterized by strong winds, will be the months in which the wind farm's output increases. It should be clarified that the actual weather conditions in a certain period may have a significant impact on the electricity generation capacity of Energix's facilities, and accordingly on its operating results, in both photo-voltaic and wind energy facilities.

Note 3 – Amot (consolidated company)

As of September 30, 2024 and immediately prior to the date of publication of the report, the Company indirectly holds approx. 51.05% of the rights in Amot. For information regarding a dividend received from Amot in the reporting period, please see Note 10b below.

A. Transactions carried out by Amot in the reporting period and subsequent to the balance sheet date

Land on HaSolelim Street in Tel Aviv - In March 2024, Amot purchased land on HaSolelim Street in Tel Aviv with an area of approx. 5.6 dunams from the Tel-Aviv Jaffa Municipality for the construction of an office tower, for a total of NIS 210 million (not including transaction costs). The land is in a central location and is highly accessible. The land is under lease from the Tel-Aviv Jaffa Municipality until 2059. Amot is promoting planning of the complex together with bordering land owners; on the site national outline plan no. 70 is being promoted (adding building rights in the vicinity of mass transit stations). As of the date of the report, the consideration was paid in full and possession of the land was transferred to Amot.

Beit Shemesh Logistic Center - As of the date of the report, the Logistics Center project is in the midst of finishing work, at a total cost of approx. NIS 360 million (Amot's share - 60%, NIS 216 million). The upper part of the Logistics Center, with an area of approx. 24 thousand sq.m. (Amot's share - 60%) was delivered to the customer and has started generating income. In view of the above, that part of the Logistics Center was reclassified from "Investment property in development and land rights" to "Investment property".

Note 3 – Amot (consolidated company) (continued)

Realization of assets - During the reporting period, Amot realized three income-generating properties for a total of approx. NIS 190 million. As of September 30, 2024, the proceeds from the realization of these properties was received in full.

In addition, in February 2024, Amot entered into an agreement with Gav-Yam Land Corp. Ltd., its partner in the ToHa project in Tel Aviv, for the sale of half of Amot's rights in a land tract with an area of approx. 3 dunams ("Plot 300") adjacent to the ToHa project, for the amount of NIS 155 million. According to the terms of the transaction, 50% of the transaction proceeds was received in the first quarter of 2024 and the remaining 50% was received during the third quarter of 2024.

ToHa2 project in Tel Aviv - Further to Note 4b to the annual financial statements, in June 2024, the partners entered into a lease agreement with Google Israel Ltd. ("Google"), according to which Google will rent from the partners approx. 60 thousand sq.m. in the upper part of the ToHa2 tower, as well as several hundred parking spaces, for a 10-year lease period (with a one-time exit right at the end of 5 years), which will begin in the first quarter of 2027, upon completion of ToHa2's construction, for a total rental fee of approx. NIS 115 million per year, linked to the May 2024 CPI (Amot's share - 50%). As is customary in such transactions, in addition to the lease agreement, construction and management agreements were signed, with mutual guarantees provided for the fulfillment of the parties' obligations. The construction of the ToHa2 tower is currently underway and approx. 40% of the skeleton work has been completed in accordance with the planned timetable. The work on the ToHa2 envelope and systems is also progressing according to the plan and the expected completion of construction and receipt of Form 4 is at the end of 2026.

  • B. In the reporting period, Amot recorded a positive valuation of NIS 416 million, of which approx. NIS 313 million was recorded during the third quarter of the year.
  • C. Regarding the debt raising carried out by Amot during the reporting period, please see Note 9 below.

Note 4 – Brockton Everlast Inc. ("BE") (consolidated company)

A. The Company's holdings in BE

As of September 30, 2024, the Company indirectly held approx. 84.82% of the rights in BE. During the reporting period, the Company invested approx. GBP 81 million (approx. NIS 374 million) in BE's capital, and subsequent to the financial reporting period the Company invested an amount of approx. GBP 15 million (approx. NIS 74 million) in BE's capital. Close to the date of publication of the report, the Company's holding rate has increased to 84.97%.

B. BE's business developments

  • During the reporting period (mainly during the second quarter), BE reduced the balance of its investment in Fund 1 (including part of the loan balance that was provided to the Fund's project) by a total of approx. GBP 21.13 million (approx. NIS 99 million) due to the continuing sales process of the apartments in the Curzon Street luxury apartments project.
  • In the reporting period, the rent review procedure in the Waterside building was completed so that the rent paid by the tenant will increase from GBP 13 million to GBP 15 million per year, effective from July 2023.
  • In the reporting period, BE acquired all the shares of a former shareholder in the total amount of approx. GBP 8.3 million.

C. Fair value adjustments of investment property

In the reporting period, BE recorded a negative valuation of GBP 22 million (NIS 103 million), of which GBP 2 million (NIS 11.5 million) was recorded during the third quarter of the year.

The negative revaluation of the properties in the reporting period resulted mainly from the increase in the discount rate of the projected cash flow of some of the properties by a rate of 0.25%.

D. Financial debt

For information regarding engagements in financing agreements in the reporting period, please see Note 8h below.

Note 5 – Energix (consolidated company)

A. The Company's holdings in Energix

As of September 30, 2024, the Company indirectly held approx. 50.2% of the rights in Energix. For information regarding a dividend received from Energix in the reporting period, please see Note 10b below.

B. Transactions carried out by Energix in the reporting period and subsequent to the balance sheet date

As part of Energix's total activity in Israel, the United States and Poland, the total capacity of its photovoltaic and wind systems, as of the date of publication of the report, amounts to approx. 1.3 GW and 102 MWh (storage) in projects in commercial operation, approx. 752 MW and 292 MWh (storage) in projects in development or pre-construction and approx. 467 MW in advanced initiation stages. In addition, Energix has photovoltaic and wind energy projects in initiation with a capacity of approx. 5.8 GW and storage projects in initiation with a capacity of approx. 10.4 GWh.

United States:

Photovoltaic projects -

  1. Strategic cooperation with Google for the sale of electricity, green certificates and the tax partner investment - Further to Note 7d to the annual financial statements, in May 2024, Energix entered into a framework agreement with the global company Google for a long-term strategic cooperation (Virtual Power Purchase Agreements ("VPPA")), for the sale of electricity, green certificates and the tax partner investment for its future projects in the United States, which are expected to reach commercial operation from 2025 onwards (the "framework agreement" and the "strategic cooperation", respectively). The framework agreement regulates the commercial terms agreed between the parties for each project that the subsidiary will put forward for the benefit of the strategic cooperation, which will meet the threshold conditions established for this purpose in the agreement. The framework agreement will be in effect from the date of its signing until December 31, 2030 or until its termination by either party after the start of construction of projects with a capacity of at least 1.5 GWp. During the third quarter, the two first agreements for the sale of electricity were signed as part of this collaboration, in relation to projects under construction in the United States with a capacity of 142 MWp.

The following are the main points of the framework agreement: (1) Sale of electricity - The sale of electricity in each project under the strategic cooperation will be subject to the signing of a long-term electricity purchase agreement (VPPA) between the parties or their related companies, each for a certain period and according to a market-adjusted price with a mechanism guaranteeing a minimum price, as established in the framework agreement. (2) Sale of green certificates - The sale of the green certificates that will be allocated in respect of the electricity generated in each project will be subject to the signing of a long-term sales agreement between the parties or their related companies, each for a certain period and at a price determined in the framework agreement, depending on the date of the start of commercial operation of each project.

Note 5 – Energix (consolidated company) (continued)

B. Transactions carried out by Energix in the reporting period and subsequent to the balance sheet date (continued)

(3) Investment of a tax partner (ITC) - The tax partner investment will be provided for each project for which agreements for the sale of electricity and the sale of green certificates have been signed, by the strategic partner (by itself and/or together with other corporations), in accordance with each project's qualification for the ITC tax benefit and on the terms customary for transactions of this type.

The framework agreement and its accompanying agreements include additional conditions customary for agreements of this type, including commitments to schedules, representations and commitments, guarantees and mutual remedies for breach of commitments according to the agreements.

    1. E3 projects in commercial operation (Virginia 3 and PA1 with a total capacity of 412 MWp) Further to Notes 7d and 12c.2 to the annual financial statements, in April 2024, the tax partner's investment in the projects was completed in the amount of approx. USD 275 million. Regarding changes in the projects' financing arrangements, please see Note 8e below.
    1. Projects in development with a capacity of 210 MWp Energix is in the midst of the construction work of 5 projects with a total capacity of approx. 210 MWp in Virginia and Pennsylvania. Electricity from projects with a capacity of 70 MWp will be sold under a dedicated engagement for the sale of electricity and green certificates with one of the electricity companies in Virginia, for a period of 20 years, and the remainder will be sold under electricity sales agreements signed during the reporting period as part of the strategic cooperation as detailed in Note 5b above.
    1. Projects in pre-construction with a capacity of approx. 200 MWp In March 2024, Energix completed the acquisition of 2 projects with a total capacity of approx. 200 MWp in Pennsylvania, for a total amount of USD 23 million. Completion of the projects' acquisition was made possible after Energix engaged in an amendment to the projects' electricity and green certificates sales agreements under conditions favorable to it, with one of the largest technology companies in the world.
    1. Project in advanced initiation with a capacity of approx. 150 MWp In the reporting period, Energix signed for the acquisition of a photovoltaic project in Ohio with a capacity of 150 MWp at a total cost of approx. USD 19 million. Energix estimates that construction is expected to begin in the second half of 2025.
    1. In the reporting period, Energix reduced to profit and loss a total of approx. USD 7 million in respect of projects in initiation and an advanced initiation project that are not expected to be realized. At the same time and further to Note 7d to the annual financial statements regarding the acquisition of the rights of the local partner in the US joint venture and Energix's commitment to pay success fees for projects in initiation if they reach operation in the amount of up to USD 22 million, and in view of the fact that some of the acquired projects will not reach commercial operation, Energix reduced the contingent liability for the success fee by the amount of approx. USD 7 million, which was recorded in the "initiation expenses" item.
    1. As of the date of the report, assets in the amount of NIS 640 million have been recognized in respect of the projects in development and pre-construction under the "electricity generation facilities in development" item.
    1. Regarding the projects' financing, please see Note 8 below.

Note 5 – Energix (consolidated company) (continued)

B. Transactions carried out by Energix in the reporting period and subsequent to the balance sheet date (continued)

Israel:

Photovoltaic projects in Israel:

    1. Acquisition of the full rights of non-controlling interests in the Israel joint venture In April 2024, as part of a comprehensive settlement arrangement for all the disputes between Energix and the entrepreneurial company that held the non-controlling interests in the Israel joint venture (30% in the capital rights and 9% in the cash flow), Energix acquired the full rights of the entrepreneurial company for a total consideration of approx. NIS 42 million. After the acquisition of the non-controlling interests, Energix's entire photovoltaic activity in Israel is fully owned (except for rights held by localities that provided the Company with the land, in accordance with the requirements of the Israel Land Authority).
    1. The winning projects under Competitive Procedure 2 for the establishment of photovoltaic facilities with combined storage capacity (approx. 81 MWp and 298 MWh) - Further to Note 8a.2 to the annual financial statements, during the reporting period and as of the date of approval of the report, Energix is in the midst of construction work on the photovoltaic projects for the generation of electricity with combined storage, of which, in the reporting period and up to the date of approval of the report, commercial operation has started at two facilities with a total capacity of approx. 26 MWp and 102 MWh (storage). In accordance with the electricity sales agreements signed by Energix in relation to the projects in this quota, the projects in commercial operation were converted to market regulation, and the electricity generated there is sold to a private supplier, Electra Power Supergas Ltd.

As of the date of the report, assets totaling NIS 781 million were recognized for projects in development in Israel under the "electricity generation facilities in development" item and approx. NIS 50 million were recorded under the "connected electricity-generating systems" item in respect of the facilities that were connected as described in Section 2 above.

Poland:

Photovoltaic Projects in Poland:

Projects in advanced initiation and in initiation - In the reporting period, Energix (through a subsidiary in Poland) entered into an agreement to purchase a project in initiation with a capacity of 120 MW for the amount of approx. PLN 6.2 million. As of the date of approval of the report, Energix is working to promote the development and increase the project's capacity.

Regarding the projects' financing, please see Note 8 below.

The aforementioned in this note regarding projects in development and pre-construction are in part forwardlooking information.

Note 6 – Carr Properties (hereinafter - "Carr") (an associate)

A. The Company's holdings in Carr

As of September 30, 2024 and as of the date of publication of the report, the Group's holdings in Carr Properties Holdings LP is 52.3%. The Group's effective holdings in Carr as of September 30, 2024 and as of the date of publication of the report is 47.7%. The balance of the investment in Carr in the financial statements as of September 30, 2024, is USD 372 million (NIS 1.38 million).

B. Developments during the reporting period and subsequent to the balance sheet date in connection with investment property:

  • Acquisition of the 425 Montgomery Street (formerly: 901 Pitt Street) building In February 2024, Carr completed a transaction for the acquisition of a building located in northern Virginia, for a consideration of approx. USD 19.5 million. Carr intends to initiate the construction of a new building intended for residential rental. As of the date of the report, the demolition of the purchased building has been completed. Carr is in advanced negotiations to add an investor to the project.
  • Sale of the 75-101 Federal building, Boston In April 2024, Carr sold all of its rights in the entity that owns the building, the value of which is equal to the amount of the debt on the building, for a nominal consideration.
  • 2001 Penn, metropolitan Washington D.C. In March 2024, Carr transferred control of the 2001 Penn office building to the property's financing entity. Following the above, Carr stopped including the wholly owned subsidiary that owns the building and the aforementioned debt in its financial statements, and in the first quarter of 2024, it recorded a profit in the amount of USD 15.3 million (the Group's share - approx. USD 7 million). As of September 30, 2024, Carr's investment in the company that owns the property is zero and Carr does not record any losses for this entity since it is not a guarantor for the debt.
  • Columbia Center building In May 2024, Carr transferred control of the Columbia Center office building to the owner of the land where the building is located and with whom there is a lease liability in the amount of USD 136 million. Following the above, Carr ceased the inclusion of the property company that owns the building and the lease liability in its financial statements, and in the second quarter of 2024, it recorded a profit in the amount of approx. USD 67 million (the Group's share - approx. USD 32 million). As of September 30, 2024, Carr's investment in the company that owns the property is zero and Carr does not record any losses for this entity since it is not a guarantor for the debt.
  • Signing of a binding lease agreement for space in the Midtown Center building, Washington D.C. Further to Note 6g.3 to the annual financial statements, in May 2024, Carr entered into a binding lease agreement with Fannie Mae for the lease of approx. 342 thousand sq.ft. (approx. 31 thousand sq.m., which constitutes approx. half of the space Fannie Mae is vacating) in the Midtown Center building located in Washington D.C. for a period of 16 years that will begin in May 2029 (the expected evacuation date, as mentioned). In addition, Carr entered into a long-term lease agreement to lease an additional 120 thousand sq.ft. of the space that Fannie Mae is vacating and is conducting advanced negotiations with several potential tenants for the lease of the remaining space to be vacated by Fannie Mae in May 2029.

Note 6 – Carr Properties (hereinafter - "Carr") (an associate) (continued)

C. Fair value adjustments of investment property

In the reporting period, Carr recorded a negative revaluation in the amount of USD 158 million in its financial statements1 (the Group's share in the negative revaluation before tax is approx. USD 75 million, (NIS 277 million)). The negative revaluations of the properties in the reporting period resulted mainly from the increase in the discount rate of the properties' projected cash flow, mainly in the range of 0.25%-0.50%, and an increase in the rates of vacant space in the calculation of the value of the properties in a future realization. Of these revaluations, Carr recorded positive revaluations in the amount of USD 27 in the third quarter of the year (the Group's share in the positive revaluation before tax is approx. USD 12.8 million (NIS 48 million)).

D. Financial debt

  • In March 2024, a loan for the 2001 Penn building in the amount of USD 65 million was written off, in exchange for the transfer of control of the building to the lender and in April 2024, a loan for the 75- 101 Federal building in Boston in the amount of USD 144 million was written off as part of the sale of the building (please see Subsection b above).
  • In April 2024, Carr paid off the balance of the debt in the amount of approx. USD 61 million for the 1700 NY building by utilizing a credit facility.
  • As of September 30, 2024 and close to the date of publication of the report, Carr's unused credit facility balance is approx. USD 225 million.
  • Following the transactions described above, Carr has no outstanding loans payable until mid-2026 (assuming an exercise of the extension option of Carr's credit facilities).

1 The amount includes a profit of approx. USD 81.9 million due to the exit of the subsidiaries from the consolidation.

Note 6 – Carr Properties (hereinafter - "Carr") (an associate) (continued)

E. The following is concise information regarding Carr:

For the nine-
month period
ended
September
30
For the nine-
month period
ended
September
30
For the
three-month
period
ended
September
30
ror the
three-
month
period
ended
September
30
For the year
ended
December 31
2024 2023 2024 2023 2023
USD thousands
Revenue (not including property valuations) 120,704 167,702 46,984 53,789 216,216
Adjustment of investment property value (*) (162,541) (492,384) 26,705 (189,451) (846,240)
Loss from continuing activity (117,042) (424,573) 39,928 (169,487) (757,718)
Other comprehensive income (loss) (8,188) (2,776) (6,414) (1,512) (12,370)
Total comprehensive loss (including share of
non-controlling interests in profit)
(125,230) (427,349) 33,514 (170,999) (770,088)
Company share in Carr's net loss, in USD
thousands
(56,903) (207,360) 18,880 (83,055) (370,433)
Company share in Carr's comprehensive loss, in
USD thousands
(3,613) (208,701) (2,706) (83,857) (376,033)
Company share in Carr's net loss, in NIS
thousands
(208,036) (760,318) 70,124 (310,929) (1,383,740)
Company share in Carr's comprehensive loss, in
NIS thousands
(13,408) (764,976) (10,053) (313,927) (1,404,679)
As of As of As of
September September December
30 30 31
2024 2023 2023
USD thousands
Investment property 1,736,838 1,514,262 1,191,124
Property in development and land for
development 48.415 23,379
Investment in investees 98,149 600,615 435,546
Other non-current assets 130,096 186,355 162,534
Other current assets 52,732 59,596 60,778
Total assets 2,066,230 2,360,828 1,873,361
Current liabilities 54,992 295,904 160,576
Non-current liabilities 1.153.425 835,822 826.915
Total liabilities 1,208,417 1,131,726 987,491
Equity attributed to shareholders 710,569 1,145,843 826,172
Non-controlling interests 147.244 83,259 59.698
Equity (including non-controlling interests) 857,813 1,229,102 885,870
Total liabilities and equity 2,066,230 2,360,828 1,873,361
Company share in net assets - in USD thousands 371,952 599,799 432,466
Book value of investment - in NIS thousands 1,379,944 2,293,631 1,568,555

Note 7 – The Company's Holdings in Boston (associates)

A. The Company's holdings in Boston

    1. The Company holds approx. 55% of the capital rights and approx. 50% of the controlling rights (through wholly owned corporations) in three companies that hold two office towers and a laboratory building for the Life Sciences (two in the CBD (Boston's main business center) and one in East Cambridge) (hereinafter, collectively - the "Boston Partnerships"). The Company's partner in the Boston Partnerships is the Oxford Properties Group (hereinafter - "Oxford"), which provides asset management services under agreed terms identical to market terms.
    1. The balance of the investment in the three Boston Partnerships in the financial statements as of September 30, 2024 is USD 69 million (approx. NIS 256 million).
    1. In the reporting period, the Group invested a total of approx. USD 5 million (approx. NIS 18.4 million) and approx. USD 1.2 million subsequent to the reporting period (approx. NIS 4 million).
    1. In the reporting period, the Group received dividends and returns of capital from the Boston Partnerships in the total amount of USD 2.4 million (approx. NIS 8.9 million).
    1. The 745 Atlantic building As of the date of the report, the project for the transformation of the 745 Atlantic building from an office building to a laboratory building for the Life Sciences has been completed, with the exception of tenant improvements, whose balance as of September 30, 2024 is USD 34 million.

The project company has a loan in the total amount of up to USD 160 million from an international investment fund at non-recourse terms (except for cases specified in the loan agreement, for which the Company and its partner Oxford are guarantors) and secured by a lien on the property. The loan is repayable in July 2025 and can be extended subject to the meeting of milestones related to the rate of the property's rental. The Company and its partner Oxford are working to extend the loan period.

  1. 125 Summer building - In addition to Section 3 above, subsequent to the reporting period, the Company and Oxford invested approx. USD 46 million (the Company's share - 55%, i.e., approx. USD 25.5 million, approx. NIS 95 million), to repay and replace an existing loan (including financing costs for the repayment and replacement of the loan). For information, please see Note 8i below.

B. Fair value adjustments of investment property

In the reporting period, negative revaluations were recorded in the amount of USD 146 million in respect of the Boston Properties (the Group's share in the negative revaluation before tax is approx. USD 80 million (NIS 298 million).

The negative revaluations of the properties in the reporting period resulted mainly from the increase in the discount rate of the projected cash flow of the properties in the range of 0.25%-0.50%.

Note 8 – Loans from Banking Corporations and Financial Institutions

The Company:

  • A. Further to Note 12a.1 to the annual financial statements, in May 2024, the facility agreement in the amount of NIS 150 million was renewed between the Company and an Israeli bank (hereinafter, in this subsection - the "Bank") for a utilization period of one year from date of signing the renewed agreement (hereinafter, in this subsection - the "Utilization Period") to be repaid by the end of two years from the date of signing (hereinafter, in this subsection - the "New Facility Agreement"). The utilized credit under the new facility agreement will bear annual interest at the rate of the Bank's borrowing cost (Prime and/or SOFR and/or SONIA, according to the utilized currency) plus a 2.2% margin on credit that is repayable for a period of up to one year and a margin of 2.5% for credit that is repayable in more than one year from the date of granting.
  • B. Further to Note 12a.3 to the annual financial statements, in August 2024, the Company entered into an agreement with the bank to extend the credit facility in the amount of NIS 150 million for a period of one more year from the date of signing the extension (hereinafter, in this subsection - the "Utilization Period") and which is subject to final repayment by the end of two years from the end of the utilization period. All other terms of the agreement remain unchanged.
  • C. As of September 30, 2024 and as of the date of publication of the report, the Company has a credit facility in the total amount of NIS 550 million, which is unutilized.

Energix (consolidated company):

  • D. Receipt of financing for the winning projects in Competitive Procedure 2 for the establishment of photovoltaic facilities with combined storage capacity (approx. 81 MWp and 298 MWh) - Further to Note 12c.6 to the financial statements, during the reporting period, Energix made withdrawals to finance the projects' construction in the amount of approx. NIS 183 million from a total facility of up to NIS 400 million, which it has at its disposal under an agreement for the financing of the projects' construction that was signed in March 2024. Subsequent to the date of the report, Energix made another withdrawal from the credit facility in the amount of approx. NIS 74 million.
  • E. Financing of E3 projects (Virginia 3 and PA1 with a total capacity of 412 MWp) Further to Note 12c.2 to the annual financial statements, in April 2024, the tax partner's investment in the projects in the amount of approx. USD 275 million was completed and accordingly, the bridging loan provided by Santander CIB to finance the projects' construction costs in the amount of approx. USD 221 million was fully repaid. In addition, on the same date, the short-term loan for the construction period, which was provided by CIB Santander in the amount of approx. USD 260 million, was converted into a long-term back leverage loan in the amount of approx. USD 256 million.

Note 8 – Loans from Banking Corporations and Financial Institutions (continued)

Energix (consolidated company) (continued):

  • F. Financing for the Banie 1+2 and Ill'awa wind farms with a capacity of 119 MW In August 2024, Energix entered into a financing transaction in the amount of up to PLN 830 million (approx. NIS 780 million), through designated project companies that own the two wind farms with a total capacity of 119 MW (hereinafter in this subsection - the "financing agreement"). The financing agreement was provided by a syndicate of three banks led by Santander Bank (the "Lenders"). As of the date of publication of the report, Energix has withdrawn the full financing amount (as of the date of the report, Energix had withdrawn approx. PLN 550 million of the amount (approx. NIS 530 million)). The financing agreement is according to terms customary for Project Finance transactions and is guaranteed with the full rights in the wind farms and their assets, on a nonrecourse basis, except in relation to a small number of obligations involving costs that Energix has assumed instead of the provision of collateral. The following are the main points of the financing agreement: (1) The loan period - 11.5 years; (2) Interest - semi-annual Wibor (zero floor) plus an annual margin in the range of 1.8%-2.2%; (3) Amortization schedule (principal and interest) - semi-annual repayments; (4) Financial ratios coverage ratios for breach: historical debt service coverage ratio (DSCR) lower than 1.05, future debt service coverage ratio (DSCR) lower than 1.1 and the loan life coverage ratio (LLCR) lower than 1.15 and coverage ratios for distribution: historical or future debt service coverage ratio (DSCR) and the LLCR of at least 1.2. The financing agreement includes a set of representations and breach events as is customary in similar financing agreements, in respect of which lenders have the right to cancel and/or expedite the repayment of the loan. In addition, the financing agreement includes a cross violation mechanism according to which Energix's failure to meet the financial covenants that constitute a reason for Energix's Series B bonds to be immediately repaid will constitute a breach of the financing agreement.
  • G. Energix has credit facilities from financial institutions that are used to provide guarantees and for short-term loans. As of the date of the report, Energix has credit facilities in the total amount of approx. NIS 1.1 billion (after the increase in the reporting period by NIS 600 million), of which the utilized facilities are in the amount of approx. NIS 762 million and are used for guarantees and for short-term loans.

BE (consolidated company):

H. Further to Note 12d(b) to the annual financial statements, in March 2024, BE entered into two refinancing agreements which, for their completion, the Company and Menorah Group (its partner in BE (13.6% on that date), provided capital in the amount of approx. GBP 60 million (the Company's share - approx. GBP 51 million):

(1) A loan in the amount of GBP 75 million instead of a loan in the amount of GBP 132.3 million. The new recourse loan bears SONIA interest plus an annual margin of 2% (which will increase every two years by 0.5% up to a maximum rate of SONIA + 3%). The loan principal will be repaid in June 2028. As part of the loan, BE committed to an LTV ratio that will not exceed 60%.

(2) A loan in the amount of approx. GBP 45 million, replacing a loan in the amount of approx. GBP 47 million, which is due to be repaid in October 2024. The new recourse loan bears SONIA interest plus a margin of 2.5%; the loan principal will be repaid in October 2026 (with the exception of a payment in the amount of GBP 9.6 million, which was paid in October 2024). As part of the loan, taking into consideration (with regard to the ranges detailed below) the length of the period that will pass from the signing of the agreement, BE has committed to an LTV ratio that will not exceed 45%-59%, a coverage ratio that will not exceed 1.7-2.1 and a return on debt that will not exceed 11%-14%.

Note 8 – Loans from Banking Corporations and Financial Institutions (continued)

BE (consolidated company) (continued):

In addition, BE entered into a SWAP transaction with the financing bank so that the maximum yearly SONIA interest rate would not exceed 4% throughout the entire loan period.

AH Boston (associates):

I. Subsequent to the reporting period, the partnership that holds the 125 Summer building took a loan in the amount of approx. USD 103 million for a 5-year period at an annual interest rate of 6.6% (USD 10 million of which is restricted cash released in accordance with investments in the building). The loan will be used by the partnership to repay an existing loan in the amount of USD 135 million (the remaining repayment was financed through capital investments by the Company and Oxford, according to their shares).

Note 9 – Bond Raising

The Company:

  • A. In September 2024, the Company exchanged NIS 251 million PV bonds (Series I) (constituting approx. 34.9% of the total bonds (Series I) in circulation) in exchange for NIS 294 million PV bonds (Series L), by way of an exchange purchase offer. The exchange ratio of the bonds (Series I) determined in the tender is 1.17. The bonds (Series L) bear an effective interest rate of 3.91% and have an average duration of 4.67 years.
  • B. Further to Note 11 to the annual consolidated financial statements, as of September 30, 2024, the total liability in respect of the Company's bonds amounted to approx. NIS 5,537,841 thousand, of which NIS 505,710 thousand are classified as current liabilities in the condensed consolidated statements of financial position.

Amot:

  • C. Further to Note 11b to the annual financial statements, in March 2024, Amot issued NIS 155 million PV in Amot bonds (Series H) by way of an expansion of the existing series, through a private allocation to classified investors, for a total net consideration of NIS 151 million. The Amot bonds (Series H) bear an effective CPIlinked interest rate of 3.1% and have a 6-years average duration.
  • D. In March 2024, Amot issued NIS 245 million PV in bonds (Series I) and NIS 162.7 million PV in bonds (Series J) to the public, through a shelf offering report, by means of an initial issuance of these bond series, for a total net consideration of NIS 403 million. The Amot bonds (Series I) bear fixed annual interest, linked to the CPI in lieu of February 2024, at a rate of 3.2% (an effective CPI-linked interest rate of 3.3%). The Amot bonds (Series J) bear fixed, unlinked annual interest at a rate of 5.79% (an effective CPI-linked interest rate of 3.3%, including hedging transactions). The Amot bonds (Series I) and the Amot bonds (Series J) have an average duration of approx. 9 years.

The Amot bonds (Series J and series I) principal is payable in five annual payments at a rate of 20% of the principal, each, on January 5 of each of the years from 2033 to 2037 (inclusive). The interest on the Amot bonds (Series I) and on the Amot bonds (Series J) will be paid in annual payments on January 5 of each of the years from 2025 to 2037 (inclusive).

The Amot bonds (Series I) and the Amot bonds (Series J) include financial covenants and generally accepted conditions for their immediate redemption, similar to the terms of Amot's previous bond series detailed in Note 11m to the annual financial statements.

Note 10 – Additional Information and Events Subsequent to the Date of the Statement of Financial Position

A. Issuance of capital

    1. In July 2024, the Company issued, in an offer to the public through a shelf offering report, 13,310,900 of the Company's ordinary shares of NIS 1 PV each and 6,655,450 options (Series 16) exercisable for ordinary shares for an exercise price of NIS 33 (unlinked, subject to adjustments) until December 31, 2025 ("Options (Series 16)"). The Company received the amount of approx. NIS 323.5 million (gross) for the issuance. The gross future proceeds that will be received by the Company, to the extent that all of the options (Series 16) will be exercised for ordinary shares, will amount to a total of approx. NIS 220 million (gross).
    1. Subsequent to the date of the report, in October 2024, the Company entered into an investment agreement according to which the Company issued, in a private placement, 22 million ordinary shares (the "Allocated Shares") and 3.6 million options (Series 16) (the "Allocated Options") to Equity Finance and Investments Ltd.2 , a foreign company in which Mr. Aaron Frenkel directly and indirectly holds all of the share capital and voting rights, which is a third party, unrelated to the Company (the "Investor"), in consideration for a total (gross) amount of NIS 684,600 thousand. The allocated shares constitute approx. 10.23% of the Company's issued and paid-up capital, after the allocation3 .

To the extent that the allocated options are exercised for 3.6 million ordinary shares, the Company will receive an additional gross consideration in the amount of NIS 118,152 thousand (before adjustments for the reduction of the exercise price in respect of dividends, if such are distributed).

The allocated shares, the allocated options and the exercise shares resulting from them are subject, in accordance with the investment agreement, to restriction provisions and transfer restrictions longer than those stipulated by law.

In accordance with the investment agreement and in accordance with its authority under the Company's Articles of Association, the Company's Board of Directors decided, at its meeting on October 9, 2024, to approve the appointment of Mr. Ilan Gifman (the investor's recommendation) as an additional director in the Company who will serve until the Company's next annual meeting.

B. Dividend distributed and dividend declared:

The Company - In March 2024, the Company's Board of Directors made a decision regarding the dividend distribution policy for 2024, according to which the Company will distribute a total dividend of NIS 0.72 per share in 2024, which will be paid in 4 payments of NIS 0.18 per share each (subject to a specific decision of the Board of Directors at the end of each quarter, taking into account business considerations and in accordance with any law).

In accordance with the above, in April, June and September 2024, the Company paid dividends for the first, second and third quarters (respectively) in the amount of NIS 0.54 per share (NIS 99.5 million).

2 According to information provided by the investor, Equity Finance and Investments Ltd. is a foreign company incorporated under Malta laws.

3 Taking into account the additional shares and option (Series 16) that he held before the allocation, the investor holds, on a fully diluted basis, approx. 13.59% of the Company's capital.

Note 10 – Additional Information and Events Subsequent to the Date of the Statement of Financial Position (continued)

B. Dividend distributed and dividend declared (continued):

In November 2024, the Company announced a dividend distribution for fourth quarter of 2024 in the amount of NIS 0.18 per share (NIS 39 million), to be paid during December 2024.

Amot (consolidated company) - In February 2024, Amot's Board of Directors stated that in 2024 Amot intends to distribute an annual dividend of NIS 1.08 per share, to be paid in 4 payments in the amount of NIS 0.27 per share each (subject to a specific decision of the Amot Board of Directors at the end of each quarter). In addition, Amot's Board of Directors decided to distribute an additional dividend in respect of 2023 in the amount of NIS 0.22 per share.

Further to the above Amot policy, in February, May and August 2024, Amot paid dividends for the first, second and third quarters of 2024 in the total amount (including the additional dividend) of NIS 0.98 per share (approx. NIS 485 million, the Company's share - approx. NIS 248 million).

In November 2024, Amot announced a dividend distribution for the fourth quarter of 2024 in the amount of NIS 0.27 per share (a total of approx. NIS 127 million, the Company's share - approx. NIS 65 million), which will be paid in November 2024.

Energix (consolidated company) - In March 2024, the Energix Board of Directors decided that in 2024 Energix intends to distribute an annual dividend in the amount of NIS 0.40 per share, to be paid in 4 quarterly payments of NIS 0.10 per share each (subject to a specific decision by the Energix Board of Directors at the end of each quarter). The Energix Board of Directors also decided on an additional dividend distribution in respect of 2023 in the amount of NIS 0.20 per share.

Further to the above Energix policy, in March, June and August 2024, Energix paid dividends for the first, second and third quarters of 2024 in the total amount (including the additional dividend) of NIS 50 per share (approx. NIS 274 million, the Company's share - approx. NIS 138 million).

In November 2024, Energix announced a dividend distribution for the fourth quarter of 2024 in the amount of NIS 0.10 per share (a total of approx. NIS 55 million, the Company's share - approx. NIS 28 million), which will be paid in December 2024.

BE - During the reporting period, BE distributed to its shareholders a dividend of GBP 12 million (approx. NIS 60 million, the Company's share - approx. NIS 51 million).

C. Remuneration of employees and officers:

  • (1) In March 2024, the Company's Board of Directors decided to grant an annual ration of 786,031 nontradable option warrants to three Company officers, 5 directors (including a director who is the daughter of the Company CEO), the Chairman of the Company's Board of Directors and to 7 employees. The total economic value of the above granted options amounts to approx. NIS 4.3 million. For additional information, please see Note 16e to the annual financial statements.
  • D. For information regarding the signing of credit facility agreements with two banks in Israel, please see Notes 8a and 8b above.

Note 11 – Financial Instruments

A. Financial instruments not presented in the financial statements at fair value:

The following table lists the book value and fair value of financial assets and liabilities presented in the financial statements, not at fair value. Except as detailed in the following table, the Group believes that the book value of financial assets and liabilities presented at amortized cost in the financial statements is nearly identical to their fair value:

As of September 30, 2024 As of September 30, 2023 As of December 31, 2023
Book value Fair value Book value Fair value Book value Fair value
NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands
Financial liabilities
Long-term loans (including
maturities) 6,281,056 6,039,662 5,456,427 5,032,431 5,664,380 5,365,126
Bonds (including maturities) 15,455,700 14,485,235 14,702,511 13,773,173 16,101,306 15,256,035
21,736,756 20,524,897 20,158,938 18,805,604 21,765,686 20,621,161
  • The fair value of long-term loans is determined according to discounted cash flows. Interest rates used for discounting are based on a quote obtained from a financial institution for a loan under similar conditions. Calculation of the fair value of long-term loans is according to Level 2.
  • Bonds in the above table include only the liability component of convertible bonds (Series B) issued by Energix. The fair value of the bonds is determined by discounting the expected cash flows according to interest rates of similar debt instruments that do not include a conversion option and is in accordance with Level 2.
  • The fair value of the traded bonds, except for Energix's convertible bonds (Series B), is determined based on prices quoted on the stock exchange in Israel and is in accordance with Level 1.

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value

The following are details of the Group's financial instruments measured at fair value, by level:

As of September 30, 2024
Level 1 Level 2 Level 3 Total
NIS NIS NIS NIS
thousands thousands thousands thousands
Financial assets at fair value
Derivatives:
Financial derivatives (swap contract, swapping the NIS principal and
interest with CHF principal and interest) - 2,954 - 2,954
Financial derivatives (forward contract for foreign currency swap)
designated for hedging - 10,418 - 10,418
Financial derivatives (CAP options for hedging the exposure to
variable interest) - 76,201 - 76,201
Financial derivatives (Swap contract swapping variable interest with
fixed interest) designated for hedging - 84,593 - 84,593
Financial derivatives (Swap contract for fixing electricity prices in the
US) designated for hedging (1)(3) - - 136,635 136,635
Financial assets measured at fair value through profit and loss:
Tradable securities 4 - - 4
Real estate investment funds (1) (4) - - 255,221 255,221
4 174,166 391,856 566,026
Financial liabilities at fair value
Derivatives:
Financial derivatives (foreign exchange CAP options), not designated
for hedging - (17,502) - (17,502)
Financial derivatives (swap contract, swapping NIS principal and
interest with CPI-linked principal and interest) designated for
hedging - (258,317) - (258,317)
Financial derivatives (Swap contract for fixing electricity prices in the
US) designated for hedging (1)(3) - - (119,957) (119,957)
Financial derivatives (swap contract, swapping the NIS principal and
interest with USD principal and interest) designated for hedging - (46,537) - (46,537)
Financial derivatives (Swap contract for swapping NIS principal and
interest with GBP principal and interest) designated for hedging - (8,956) - (8,956)
Financial derivatives (Swap contract for swapping NIS principal and
interest with PLN principal and interest) designated for hedging - (11,918) - (11,918)
Financial derivatives (swap contract, swapping the NIS principal and
interest with CHF principal and interest) designated for hedging - (1,014) - (1,014)
Financial derivatives (Swap contract swapping variable interest with
fixed interest) designated for hedging
- (44,699) - (44,699)
Financial derivatives (forward contract for foreign currency swap)
designated for hedging
- (368,526) - (368,526)
As of September 30, 2024
Level 1 Level 2 Level 3 Total
NIS NIS NIS NIS
thousands thousands thousands thousands
Contingent consideration for a transaction carried out by Energix with
non-controlling interests in the United States (1) (2) - - (60,208) (60,208)
- (757,469) (180,165) (937,634)

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

(1) Financial instruments at fair value measured according to Level 3:

For the nine-month
period ended
September 30, 2024
NIS thousands
Balance as of January 1, 2024 23,745
Investments 84,488
Initial recognition against deferred profit (*) 89,427
Amounts recorded to profit and loss in the period (20,427)
Amounts recorded to other comprehensive income in the period 34,458
Balance as of September 30, 2024 211,691

(*) The fair value of the derivatives on the date of their initial recognition differs from the transaction price (zero). Since the fair value is determined according to valuation techniques that include the use of significant unobservable inputs, the profit upon initial recognition is deferred and will be systematically recognized in profit or loss as an adjustment to revenues from the sale of electricity over the electricity generation period in which the electricity prices are hedged.

(2) Contingent consideration for a transaction carried out by Energix with non-controlling interests in the United States:

Fair value as of
Description of the September 30, Valuation
instrument measured 2024 technique Discount rate
NIS thousands
Discounted cash
Contingent consideration 60,208 flows 5.2%-5.4%

During the reporting period, Energix reduced the contingent payment by approx. USD 7 million in view of the fact that some of the projects for which Energix had committed to pay success fees to the non-controlling interests will not reach commercial operation.

(3) Hedging transactions on electricity prices in the United States:

The fair value of the hedging transactions on electricity prices in the United States is classified in these reports at Level 3. In the fair value measurement of these financial derivatives, Energix uses quoted market data as well as estimates and assessments based on data other than observed quoted prices such as yield curves and future electricity prices in the US electricity market and the historical standard deviation of electricity prices in the market. These estimates include assumptions regarding future electricity prices for periods in which there are no observable electricity prices in the market as well as assumptions regarding the discount rates that are used to determine the fair value of these derivatives. Changes in assessments

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

and estimates as mentioned may lead to material changes in the fair values. These basic assumptions are the result of subjective judgment exercised in an environment of uncertainty, sometimes extremely significant, and therefore changes in the basic assumptions may lead to changes in the fair value of these derivatives, sometimes materially, and therefore affect Energix's financial position as of September 30, 2024 and the results of its operations for that period.

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

As of September 30,
2024
Range
Main assumptions used to calculate fair value:
Discount rate 3.11%-5.16%
Standard deviation 43.5-56.39
Future electricity price range 23.97-110.63
Price range fixed in agreements (*) 21.25-90.77
Lifespan (in years) 2.17-16.75

(*) Differences in the range are due mainly to seasonality effects.

(4) Real estate investment funds:

  • For information regarding the reduction of the investment in Fund 1 in the reporting period, please see Note 4b above.
  • During the reporting period, the Company invested approx. GBP 17.5 million (approx. NIS 84 million) in Fund 3.

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

As of September 30, 2023
Level 1
Level 2
Level 3
Total
NIS NIS NIS NIS
thousands thousands thousands thousands
Financial assets at fair value
Derivatives:
Financial derivatives (swap contract, swapping the NIS
principal and interest with CHF principal and interest)
Financial derivatives (Swap contract for swapping NIS
principal and interest with PLN principal and interest)
- 6,372 - 6,372
designated for hedging
Financial derivatives (forward contract for foreign currency
- 5,941 - 5,941
swap) designated for hedging
Financial derivatives (CAP options for hedging the exposure to
- 8,560 - 8,560
variable interest) - 125,636 - 125,636
Financial derivatives (Swap contract swapping variable
interest with fixed interest) designated for hedging
- 146,129 - 146,129
Financial assets measured at fair value through profit and loss:
Tradable securities 6 - - 6
Real estate investment funds (1) - - 232,660 232,660
6 292,638 232,660 525,304
Financial liabilities at fair value
Derivatives:
Financial derivatives (swap contract, swapping NIS principal
and interest with CPI-linked principal and interest)
designated for hedging
Financial derivatives (Swap contract for fixing electricity prices
- (214,632) - (214,632)
in the US) designated for hedging (1)
Financial derivatives (swap contract, swapping the NIS
principal and interest with USD principal and interest)
- - (124,444) (124,444)
designated for hedging
Financial derivatives (Swap contract for swapping NIS
principal and interest with GBP principal and interest)
- (62,915) - (62,915)
designated for hedging
Financial derivatives (forward contract for foreign currency
(5,639) (5,639)
swap) designated for hedging - (575,342) - (575,342)
- (858,528) (124,444) (982,972)

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

(1) Financial instruments at fair value measured according to Level 3:

For the nine-month period
ended September 30, 2023
NIS thousands
Balance as of January 1, 2023 19,686
Amounts recorded to profit and loss in the period 11,206
Amounts recorded to other comprehensive income in the period 77,324
Balance as of September 30, 2023 108,216

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

As of December 31, 2023
Level 1 Level 2 Level 3 Total
NIS NIS NIS NIS
thousands thousands thousands thousands
Financial assets at fair value
Derivatives:
Financial derivatives (swap contract, swapping the NIS principal and
interest with CHF principal and interest) - 6,372 - 6,372
Financial derivatives (Swap contract for swapping NIS principal and
interest with PLN principal and interest) designated for hedging - 861 - 861
Financial derivatives (forward contract for foreign currency swap)
designated for hedging - 8,401 - 8,401
Financial derivatives (Swap contract for fixing electricity prices in the
US) designated for hedging (1) - - 5,684 5,684
Financial derivatives (CAP options for hedging the exposure to variable
interest) - 98,284 - 98,284
Financial derivatives (Swap contract swapping variable interest with
fixed interest) designated for hedging - 48,419 - 48,419
Financial assets measured at fair value through profit and loss:
Tradable securities 3 - - 3
Real estate investment funds (1) - - 222,219 222,219
3 162,337 227,903 390,243
Financial liabilities at fair value
Derivatives:
Financial derivatives (swap contract, swapping NIS principal and
interest with CPI-linked principal and interest) designated for hedging
- (205,024) - (205,024)
Financial derivatives (Swap contract for fixing electricity prices in the
US) designated for hedging (1)
- - (121,966) (121,966)
Financial derivatives (swap contract, swapping the NIS principal and
interest with USD principal and interest) designated for hedging
- (45,080) - (45,080)
Financial derivatives (Swap contract for swapping NIS principal and
interest with GBP principal and interest) designated for hedging
- (7,137) - (7,137)
Financial derivatives (Swap contract for swapping NIS principal and
interest with PLN principal and interest) designated for hedging
- (4,656) - (4,656)
Financial derivatives (Swap contract swapping variable interest with
fixed interest) designated for hedging
- (7,510) - (7,510)
Financial derivatives (forward contract for foreign currency swap)
designated for hedging
- (437,952) - (437,952)
Contingent consideration for a transaction carried out by Energix with
non-controlling interests in the United States (1)
- - (82,192) (82,192)
- (707,359) (204,158) (911,517)

Note 11 – Financial Instruments (continued)

B. Financial instruments presented in the financial statements at fair value (continued):

(1) Financial instruments at fair value measured according to Level 3:

For the year
ended December
31, 2023
NIS thousands
Balance as of January 1, 2023 19,686
Amounts recorded to profit and loss in the period (522)
Amounts recorded to other comprehensive income in the period 4,581
Balance as of December 31, 2023 23,745

C. Changes in investments in associates:

The following are the significant changes that have occurred in investments in key associates in the following periods:

For the nine-month
period ended September
For the three-month
period ended September
For the year
ended December
31
30 30
2024 2023 2024 2023 2023
NIS NIS NIS
NIS millions millions millions millions NIS millions
Investment in Carr (189) (551) 43 (236) (1,276)
Investment in Boston (269) (83) (145) (16) (231)
  • Investment in Carr The decrease in the balance of the investment in the reporting period was mainly due to the Group's share in Carr's comprehensive loss (a decrease of approx. NIS 221 million). On the other hand, there was an increase as a result of an increase in the USD exchange rate (an increase of approx. NIS 32 million).
  • Investment in Boston The decrease in the investment balance in the reporting period resulted mainly from accumulated equity losses in the amount of approx. NIS 288 million. On the other hand, there was an increase due to the increase in the USD exchange rate (an increase of approx. NIS 11 million).

Note 12 – Operating Segments

The Group has two areas of activity:

(1) Main area of activity - long-term investments in income-generating property companies in Israel and in other western countries, which mainly includes its investments in Amot, Carr, and BE;

(2) additional area of activity - investment in renewable energy, which consists of its investment in Energix.

Segment results are measured based on the Company's share in the operating results of each investment as included in the reports reviewed regularly by the chief decision maker and by management.

Note 12 – Operating Segments (continued)

Segment revenues and results

For the nine-month period ended September 30, 2024
Segment
Income-generating property segment Energy Unattributed
Amot CARR BE Others Energix results Adjustments Total
NIS thousands
Group share in investees' profits (losses), net 339,097 (208,036) (153,772) (287,839) 114,329 (1,770) (279,753) (477,744)
Net losses from investments in securities measured at fair value through
profit and loss - - - (11,651) - - (57,519) (69,170)
Profit from decrease in rate of holding, from purchase and realization of
associates - 13 - - - - - 13
Other revenues, net (*) 8,539 - - - 8,050 - 1,983,405 1,999,994
347,636 (208,023) (153,772) (299,490) 122,379 (1,770) 1,646,133 1,453,093
Administrative and general - - - - - 28,342 164,049 192,391
Financing expenses, net - - - - - 215,826 674,517 890,343
Other expenses, net (*) - - - - - - 394,799 394,799
- - - - - 244,168 1,233,365 1,477,533
Profit (loss) before tax 347,636 (208,023) (153,772) (299,490) 122,379 (245,938) 412,768 (24,440)
Additional information regarding segment results:
Revenue (in the investee's books) including revaluation profits (losses) 1,286,256 (148,821) 66,517 664,430
Revaluation profits (losses) (in the investee's books), before tax (**) 418,108 (595,306) (103,165) -
Revenue from the tax partner - - - 148,389
Net profit (loss) (in the investee's books) 666,098 (427,849) (183,942) 227,615
The Company's share in net profits (losses) 339,097 (208,036) (153,772) 114,329

For additional information regarding Carr's concise financial information, see Note 6 above.

(*) Other net revenue/expenses, mainly consisting of revenue/expenses from rental fees and management of investment property and from the operation of electricity-generating facilities.

(**) The item includes the adjustment of the investment property value as presented in Carr's consolidated financial statements, as well as Carr's share in the adjustments of the investment property value of its associates.

Note 12 – Operating Segments (continued)

Segment revenues and results

For the three-month period ended September 30, 2024
Income-generating property segment Energy Unattributed
Amot CARR BE Others Energix results Adjustments Total
NIS thousands
Group share in investees' profits (losses), net 178,308 70,124 (2,446) (143,906) 30,961 (1,774) (191,932) (60,665)
Net losses from investments in securities measured at fair value through profit
and loss - - - (1,933) - 9 1,810 (114)
Profit from decrease in rate of holding, from purchase and realization of
associates - 1 - - - - - 1
Other revenues, net (*) 2,891 - - - 919 - 867,221 872,963
181,199 70,125 (2,446) (145,839) 31,880 (1,765) 677,099 812,185
Administrative and general - - - - - 9,724 65,656 75,380
Financing expenses, net - - - - - 78,355 254,421 332,776
Other expenses, net (*) - - - - - - 148,954 148,954
- - - - - 88,079 469,031 557,110
Profit before tax 181,199 70,125 (2,446) (145,839) 31,880 (89,844) 208,068 255,075
Additional information regarding segment results:
Revenues (in the investee's books) including revaluation profits 611,080 274,405 53,432 216,392
Revaluation profits (losses) (in the investee's books), before tax (**) 315,074 99,892 (11,756) -
Revenue from the tax partner - - - 65,814
Net profit (loss) (in the investee's books) 351,115 148,305 (2,926) 61,701
The Company's share in net profits (losses) 178,308 70,124 (2,446) 30,961
For additional information regarding Carr's concise financial information,

please see Note 6 above.

(*) Other net revenue/expenses, mainly consisting of revenue/expenses from rental fees and management of investment property and from the operation of electricity-generating facilities.

(**) The item includes the adjustment of the investment property value as presented in Carr's consolidated financial statements, as well as Carr's share in the adjustments of the investment property value of its associates.

Note 12 – Operating Segments (continued)

Segment assets and liabilities

Income-generating property segment Segment
Energy
Unattributed
Assets and
Amot CARR BE Others Energix Liabilities Adjustments Total
NIS thousands
Assets
Investment in investees 4,596,634 1,379,946 3,035,363 256,859 1,122,985 8,355 (8,308,693) 2,091,449
Investment in securities measured at fair value through profit
and loss - - - 255,220 - 4 1 255,225
Other assets - - - - - 253,916 36,657,903 36,911,819
4,596,634 1,379,946 3,035,363 512,079 1,122,985 262,275 28,349,211 39,258,493
Liabilities - - - - - 6,020,638 22,177,140 28,197,778

As of September 30, 2024

Note 12 – Operating Segments (continued)

Segment revenues and results

For the nine-month period ended September 30, 2023
Segment
Income-generating property segment Energy Unattributed
Amot CARR BE Others Energix results Adjustments Total
NIS thousands
Group share in investees' profits, net 240,787 (760,318) (378,435) (170,630) 115,908 (2,428) 34,575 (920,541)
Net profits (losses) from investments in securities measured at fair
value through profit and loss - - - (5,176) - (12) 40 (5,148)
Profit from decrease in rate of holding, from purchase and realization of
associates - 455 - - - - - 455
Other revenues, net (*) 8,292 - - 7,030 - 1,166,303 1,181,625
249,079 (759,863) (378,435) (175,806) 122,938 (2,440) 1,200,918 256,391
Administrative and general - - - - - 26,955 124,188 151,143
Financing expenses, net - - - - - 172,478 466,759 639,237
Other expenses, net (*) - - - - - - 316,743 316,743
- - - - - 199,433 907,690 1,107,123
Profit before tax 249,079 (759,863) (378,435) (175,806) 122,938 (201,873) 293,228 (850,732)
Additional information regarding segment results:
Revenue (in the investee's books) including revaluation profits (losses) 970,038 (1,138,640) (331,111) 545,588
Revaluation profits (losses) (in the investee's books), before tax (**) 138,026 (1,749,063) (490,301) -
Net profit (loss) (in the investee's books) 449,470 (1,556,548) (454,675) 230,010
Company share in net profits 240,787 (760,318) (378,435) 115,908

For Carr's concise financial information, please see Note 6 above.

(*) Other net revenues/expenses, mainly consisting of revenues/expenses from rental fees and management of investment property, fair value adjustments of investment property and revenues from the operation of electricity-generating facilities, including revenues from the unwinding of electricity-hedging agreements.

(**) The item includes the adjustment of the investment property value as presented in Carr's consolidated financial statements, as well as Carr's share in the adjustments of the investment property value of its associates.

Note 12 – Operating Segments (continued)

Segment revenues and results

For the three-month period ended September 30, 2023
Segment
Income-generating property segment Energy Unattributed
Amot CARR BE Others Energix results Adjustments Total
NIS thousands
Group share in investees' profits (losses), net 67,844 (310,929) (112,784) (45,247) 14,410 - 34,250 (352,456)
Net profits (losses) from investments in securities measured at fair value through
profit and loss - - - (7,833) - - - (7,833)
Profit from decrease in rate of holding, from purchase and realization of associates - 17 - - - - - 17
Other revenues, net (*) 2,790 - - - 2,247 - 320,157 325,194
70,634 (310,912) (112,784) (53,080) 16,657 - 354,407 (35,078)
Administrative and general - - - - - 8,702 45,564 54,266
Financing expenses, net - - - - - 59,428 141,776 201,204
Other expenses, net (*) - - - - - - 112,749 112,749
- - - - - 68,130 300,089 368,219
Profit before tax 70,634 (310,912) (112,784) (53,080) 16,657 (68,130) 54,318 (403,297)
Additional information regarding segment results:
Revenue (in the investee's books) including revaluation profits (losses) 281,597 (493,747) (79,299) 123,328
Revaluation profits (losses) (in the investee's books), before tax (**) - (695,112) (133,623) -
Net profit (loss) (in the investee's books) 126,371 (634,492) (135,446) 29,033
Company share in net profits (losses) 67,844 (310,929) (112,784) 14,410

For Carr's concise financial information, please see Note 6 above.

(*) Other net revenues/expenses, mainly consisting of revenues/expenses from rental fees and management of investment property, fair value adjustments of investment property and revenues from the operation of electricity-generating facilities, including revenues from the unwinding of electricity-hedging agreements.

(**) The item includes the adjustment of the investment property value as presented in Carr's consolidated financial statements, as well as Carr's share in the adjustments of the investment property value of its associates.

Note 12 – Operating Segments (continued)

Segment assets and liabilities

As of September 30, 2023
Income-generating property segment Segment
Energy
Unattributed
Assets and
Amot CARR BE Others Energix Liabilities Adjustments Total
NIS thousands
Assets
Investment in investees 4,667,211 2,293,636 3,275,403 673,053 1,179,071 10,868 (8,632,096) 3,467,146
Investment in securities measured at fair value through profit
and loss - - - 167,937 - 6 64,723 232,666
Other assets - - - - - - 33,971,069 33,971,069
4,667,211 2,293,636 3,275,403 840,990 1,179,071 10,874 25,403,696 37,670,881
Liabilities - - - - - 6,083,336 19,104,318 25,187,654

Note 12 – Operating Segments (continued)

Segment revenues and results

Segment
Energy Unattributed
Amot CARR BE Others Energix results Adjustments Total
371,116 (1,383,740) (993,819) (284,180) 130,138 (3,128) 459,616 (1,703,997)
(17,299)
- 449 - - - - - 449
11,086 - - - 10,050 - 1,058,670 1,079,806
382,202 (1,383,291) (993,819) (294,455) 140,188 (3,142) 1,511,276 (641,041)
- - - - - 32,137 169,661 201,798
- - - - - 230,862 560,663 791,525
- - - - - - 439,658 439,658
- - - - - 262,999 1,169,982 1,432,981
382,202 (1,383,291) (993,819) (294,455) 140,188 (266,141) 341,294 (2,074,022)
1,355,596 (2,328,985) (953,911) 681,906
244,722 (3,124,860) (1,168,887) -
- - - 69,452
682,607 (2,830,161) (1,192,651) 258,068
371,116 (1,383,740) (993,819) 130,138
- - - Income-generating property segment
(10,275)
NIS thousands
-
For the year ended December 31, 2023
(14)
(7,010)

For additional information regarding Carr's concise financial information, please see Note 6e above.

(*) Other net revenue/expenses, mainly consisting of revenue/expenses from rental fees and management of investment property and from the operation of electricity-generating facilities.

(**) The item includes the adjustment of the investment property value as presented in Carr's consolidated financial statements, as well as Carr's share in the adjustments of the investment property value of its associates.

(***) In the Energy segment, the amounts do not include revenue from the tax partner in the amount of NIS 69,452 thousand.

Note 12 – Operating Segments (continued)

Segment assets and liabilities

As of December 31, 2023
Unattributed
Assets and
Amot CARR BE Others Energix Liabilities Adjustments Total
NIS thousands
Assets
Investment in investees 4,506,094 1,568,555 2,656,530 525,811 1,147,571 9,929 (7,863,990) 2,550,500
Investment in securities measured at fair
value through profit and loss - - - 165,382 - 3 56,837 222,222
Other assets - - - - - 1,063,965 34,894,479 35,958,444
4,506,094 1,568,555 2,656,530 691,193 1,147,571 1,073,897 27,087,326 38,731,166
Liabilities - - - - - 6,651,740 21,015,303 27,667,043

Note 12 – Operating Segments (continued)

Geographical information:

For the nine-month period ended September 30, 2024
Income
generating
property
Income
generating
property
Income
generating
property
Energy Energy Energy
Israel USA UK Israel Poland USA Others Total
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Revenue and profits
Revenues from rental fees and management of
investment property
866,977 - 169,682 - - - - 1,036,659
Fair value adjustments of investment property 416,406 - (103,165) - - - - 313,241
Group share in profits (losses) of associates, net 24,202 (495,871) (4,301) - - - (1,774) (477,744)
Revenues from sale of electricity and green certificates - - - 128,736 376,967 139,924 - 645,627
Other (8) 13 (69,170) 4,475 - - - (64,690)
1,307,577 (495,858) (6,954) 133,211 376,967 139,924 (1,774) 1,453,093
Costs and expenses
Cost of investment property rental and operation 116,824 - 16,672 - - - - 133,496
Development, maintenance and operation costs of
electricity-generating facilities
- - - 39,357 43,560 18,360 - 101,277
Depreciation and amortizations 2,112 - 1,507 49,295 50,143 56,496 473 160,026
118,936 - 18,179 88,652 93,703 74,856 473 394,799
Administrative and general expenses 192,391 192,391
Profit (loss) before financing 1,188,641 (495,858) (25,133) 44,559 283,264 65,068 (194,638) 865,903

Note 12 – Operating Segments (continued)

Geographical information:

For the three-month period ended September 30, 2024
Income
generating
property
Income
generating
property
Income
generating
property
Energy Energy Energy
Israel USA UK Israel Poland USA Others Total
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Revenue and profits
Revenues from rental fees and management of
investment property
295,789 - 65,188 - - - - 360,977
Fair value adjustments of investment property 313,371 - (11,757) - - - - 301,614
Group share in profits (losses) of associates, net 15,553 (72,590) (1,854) - - - (1,774) (60,665)
Revenues from sale of electricity and green certificates - - - 49,165 109,057 51,339 - 209,561
Other (8) 1 (123) 1,716 - (897) 9 698
624,705 (72,589) 51,454 50,881 109,057 50,442 (1,765) 812,185
Costs and expenses
Cost of investment property rental and operation 40,481 - 6,982 - - - - 47,463
Development, maintenance and operation costs of
electricity-generating facilities
- - - 17,378 14,551 8,216 - 40,145
Depreciation and amortizations 411 - 476 25,842 17,924 23,719 (7,026) 61,346
40,892 - 7,458 43,220 32,475 31,935 (7,026) 148,954
Administrative and general expenses 75,380 75,380
Profit (loss) before financing 583,813 (72,589) 43,996 7,661 76,582 18,507 (70,119) 587,851

Note 12 – Operating Segments (continued)

Geographical information:

As of September 30, 2024
Income
generating
property
Income
generating
property
Income
generating
property
Energy Energy Energy
Israel USA (*) UK Israel Poland USA Others Total
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Main assets
Investment property (including investment property in
development and land rights)
19,581,278 - 5,346,482 - - - 24,927,760
Investments in associates 440,521 1,636,806 5,767 - - - 8,355 2,091,449
Connected electricity-generating facilities - - - 982,670 1,555,270 3,172,528 - 5,710,468
Electricity-generating facilities in development - - - 1,488,920 95,665 1,655,559 - 3,240,144
Right-of-use asset - - - 201,447 143,407 292,071 - 636,925
Securities measured at fair value through profit and loss (**) - - 255,221 - - - 4 255,225
20,021,799 1,636,806 5,607,470 2,673,037 1,794,342 5,120,158 8,359 36,861,971

(*) The balance is in respect of an investment in Carr in the amount of NIS 1,379,986 and for an investment in Boston in the amount of NIS 253,956 thousand.

(**) The investment in securities measured at fair value through profit and loss is presented above despite its inclusion in the financial assets category.

Note 12 – Operating Segments (continued)

Geographical information:

For the nine-month period ended September 30, 2023
Income Income Income
generating generating generating
property property property Energy Energy Energy
Others and
unattributed
Israel USA UK Israel Poland USA expenses Total
NIS NIS thousands NIS NIS NIS thousands NIS NIS NIS
thousands thousands thousands thousands thousands thousands
Revenue and profits
Revenues from rental fees and management of investment
property 830,610 - 159,190 - - - - 989,800
Fair value adjustments of investment property 136,532 - (490,301) - - - - (353,769)
Group share in profits (losses) of associates, net 14,872 (930,948) (4,465) - - - - (920,541)
Revenues from sale of electricity and green certificates - - - 124,800 381,544 37,599 - 543,943
Other - 455 (5,136) 1,606 - 45 (12) (3,042)
982,014 (930,493) (340,712) 126,406 381,544 37,644 (12) 256,391
Costs and expenses
Cost of investment property rental and operation 105,307 - 17,986 - - - - 123,293
Development, maintenance and operation costs of electricity
generating facilities - - - 20,907 39,411 13,362 - 73,680
Depreciation and amortizations 2,886 - 1,658 45,111 40,525 25,008 4,582 119,770
108,193 - 19,644 66,018 79,936 38,370 4,582 316,743
Administrative and general expenses 151,143 151,143
Profit (loss) before financing 873,821 (930,493) (360,356) 60,388 301,608 (726) (155,737) (211,495)

Note 12 – Operating Segments (continued)

Geographical information:

For the three-month period ended September 30, 2023
Income Income Income
generating generating generating
property property property Energy Energy Energy
Others and
unattributed
Israel USA UK Israel Poland USA expenses Total
NIS NIS thousands NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands
Revenue and profits
Revenues from rental fees and management of investment
property 281,129 - 54,323 - - - - 335,452
Fair value adjustments of investment property - - (133,622) - - - - (133,622)
Group share in profits (losses) of associates, net 5,174 (356,176) (1,454) - - - - (352,456)
Revenues from sale of electricity and green certificates - - - 49,269 58,083 15,118 - 122,470
Other - 17 (7,833) 873 - 21 - (6,922)
286,303 (356,159) (88,586) 50,142 58,083 15,139 - (35,078)
Costs and expenses
Cost of investment property rental and operation 35,967 - 6,237 - - - - 42,204
Development, maintenance and operation costs of electricity
generating facilities - - - 6,658 17,143 4,556 - 28,357
Depreciation and amortizations 1,249 - 579 15,680 14,958 8,263 1,459 42,188
37,216 - 6,816 22,338 32,101 12,819 1,459 112,749
Administrative and general expenses 54,266 54,266
Profit (loss) before financing 249,087 (356,159) (95,402) 27,804 25,982 2,320 (55,725) (202,093)

Note 12 – Operating Segments (continued)

Geographical information:

As of September 30, 2023
Income
generating
property
Income
generating
property
Income
generating
property
Energy Energy Energy
Israel USA (*) UK Israel Poland USA Others Total
NIS NIS NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands thousands
Main assets
Investment property (including investment property in development and
land rights) 18,707,963 - 5,652,659 - - - 24,360,622
Investments in associates 416,375 2,966,689 73,215 - - - 10,867 3,467,146
Connected electricity-generating facilities - - - 927,433 1,443,874 1,041,344 - 3,412,651
Electricity-generating facilities in development - - - 1,156,884 67,676 2,145,028 - 3,369,588
Right-of-use asset - - - 200,354 124,245 180,110 - 504,709
Securities measured at fair value through profit and loss (**) - - 232,660 - - - 6 232,666
19,124,338 2,966,689 5,958,534 2,284,671 1,635,795 3,366,482 10,873 35,347,382

(*) The balance is in respect of an investment in Carr in the amount of NIS 2,293,636 and for an investment in Boston in the amount of NIS 673,053 thousand.

(**) The investment in securities measured at fair value through profit and loss is presented above despite its inclusion in the financial assets category.

Note 12 – Operating Segments (continued)

Geographical information:

For the year ended December 31, 2023
Income
generating
property
Income
generating
property
Income
generating
property
Energy Energy Energy
Israel USA UK Israel Poland USA Others Total
NIS NIS NIS NIS thousands NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands
Revenue and profits
Revenues from rental fees and management of
investment property 1,109,087 - 214,976 - - - - 1,324,063
Fair value adjustments of investment property 242,718 - (1,168,887) - - - - (926,169)
Group share in profits (losses) of associates, net 24,177 (1,667,921) (57,125) - - - (3,128) (1,703,997)
Revenues from sale of electricity and green certificates - - - 153,296 479,287 48,130 - 680,713
Other (7) 448 (17,284) 1,192 - - - (15,651)
1,375,975 (1,667,473) (1,028,320) 154,488 479,287 48,130 (3,128) (641,041)
Costs and expenses
Cost of investment property rental and operation 143,532 - 25,362 - - - - 168,894
Development, maintenance and operation costs of
electricity-generating facilities - - - 32,858 56,943 21,000 - 110,801
Depreciation and amortizations 3,658 - 2,225 53,805 57,742 36,182 6,351 159,963
147,190 - 27,587 86,663 114,685 57,182 6,351 439,658
Administrative and general expenses 201,798 201,798
Profit (loss) before financing 1,228,785 (1,667,473) (1,055,907) 67,825 364,602 (9,052) (211,277) (1,282,497)

Note 12 – Operating Segments (continued)

Geographical information:

As of December 31, 2023
Income
generating
property
Income
generating
property
USA (*)
Income
generating
property
UK
Energy
Israel
Energy
Poland
Energy
USA
Others Total
Israel
NIS NIS NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands thousands
Main assets
Investment property (including investment property in
development and land rights) 18,943,253 - 4,953,648 - - - - 23,896,901
Investments in associates 419,816 2,094,366 26,389 - - - 9,929 2,550,500
Connected electricity-generating facilities - - - 921,775 1,519,479 2,775,480 - 5,216,734
Electricity-generating facilities in development - - - 1,289,195 89,187 992,517 - 2,370,899
Right-of-use asset - - - 198,241 132,834 180,368 - 511,443
Securities measured at fair value through profit and loss (**) - - 222,222 - - - - 222,222
19,363,069 2,094,366 5,202,259 2,409,211 1,741,500 3,948,365 9,929 34,768,699

(*) The balance is in respect of an investment in Carr in the amount of NIS 1,568,555 thousand and for an investment in Boston in the amount of NIS 525,811 thousand.

(**) The investment in securities measured at fair value through profit and loss is presented above despite its inclusion in the financial assets category.

Alony-Hetz Properties and Investments Ltd. | Notes to the Condensed Consolidated Financial Statements

Note 13 – Deposits, Tradable Securities and Restricted Cash

Deposits, tradable securities and restricted cash As of September 30 As of December 31
2024 2023 2023
NIS thousands
(Audited)
NIS thousands NIS thousands
(Unaudited) (Unaudited)
Restricted cash - 10,918 -
Designated cash (*) 42,922 30,433 641,620
42,922 41,351 641,620

(*) As of December 31, 2023, an amount of NIS 635 million is in respect of cash received from the tax partner in Energix and will be used to repay the bridging loan during the second quarter of 2024.

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