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Amot Investments Ltd.

Annual Report Feb 11, 2025

6641_rns_2025-02-11_e1937af1-4190-43b7-9ad1-9d725e42c6b7.pdf

Annual Report

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BOARD OF DIRECTORS

Natan Hetz Chairman of the Board Shimon Abudraham Chief Executive Officer

Aviram Wertheim

Dorit Kadosh

Yarom Ariav

Yael Andorn

Moti Barzilai

keren Terner

Reuven Kaplan

Sarit Aharon

Deloitte Brightman Almagor Zohar & Co Independent Auditors

Amot Atrium Tower

Jabotinsky Street 2, Ramat Gan 5250501 The Registered Office

TABLE OF CONTENTS

04

Description of the Corporation's Business

  • The Company, its Activities and Assets 05
  • Other Information 11
  • Company's Business 40

62

Directors' Report on the State of the Corporation's Affairs

100 Appendixes

121

Consolidated Financial Statements as of December 31, 2024

Separate Financial Information as of December 31, 2024

216

Additional Details Regarding the Corporation

Appendixes

217

DESCRIPTION OF THE CORPORATION'S BUSINESS

4 Periodic Report 2024 AMOT INVESTMENTS STRONG TOGETHER.

THE COMPANY, ITS ACTIVITIES AND ASSETS CHAPTER 1

DESCRIPTION OF THE GENERAL DEVELOPMENT OF THE COMPANY'S BUSINESS

Amot Investments Ltd. (hereafter – the "Company" or "Amot") hereby submits the description of the corporation's business as of December 31, 2024 (hereafter – the "Report Date"), which reviews the description of the Company and the development of its business during the year ended December 31, 2024. The Company and its investees as presented on page 8, shall be named hereafter in this report - the "Company".

AMOT INVESTMENTS TOWER, TEL AVIV

6 Periodic Report 2024 AMOT INVESTMENTS

THE COMPANY'S ACTIVITIES AND DESCRIPTION OF ITS BUSINESS 1.1

Amot is a public company which is engaged, both directly and indirectly through corporations under its control, in renting out, management and maintenance of income-generating real estate in Israel as well as in the development of real estate for renting out purposes.

The Company was incorporated on December 27 1964 as an unlisted public company. Its principal shareholders were Hevrat Ovdim the General Cooperative Association of Jewish Laborers in Eretz Israel Ltd., the pension funds under its control and Bank Hapoalim Ltd.

On August 11 2005, Alony Hetz Properties and Investments Ltd. (hereafter – "Alony Hetz"), a public company whose securities are listed on the Tel Aviv Stock Exchange, acquired 100% of the Company's share capital and voting rights in consideration for NIS 956 million; as from the said date, Alony Hetz is the controlling shareholder of the Company.

In May 2006 Amot listed its shares on the Stock Exchange for the first time, as the term is defined in the Companies Law, 5759-1999 (hereinafter: the "Companies Law"). The Company's share is included in the Tel Aviv 35 Index and in the Tel Aviv – Real Estate Index, and on the EPRA indices. As of the Report Date, Alony Hetz – the Company's controlling shareholder – holds 51% of the Company's share capital.

AREA OF ACTIVITY 1.2

The Company is engaged, directly and indirectly through corporations under its control, in the leasing, management and maintenance of revenue-generating properties in Israel, and in the initiation, development and construction of real estate for leasing purposes.

As of December 31, 2024 the Company's revenue-generating properties (owned or leased) included 112 properties covering a total area of 1.86 million square meters (the Company's share), of which 1.16 million square meters are aboveground leasing areas, and 0.7 million square meters are open storage and parking areas. The Company also has 5 projects in advanced stages of planning and construction, at a scope of 194 thousand square meters of aboveground areas (the Company's share), and 3 projects in planning and development stages at a scope of 56 thousand square meters of aboveground areas (the Company's share)

The fair value of the Company's investment properties as of December 31, 2024 amounted to over NIS 20.6 billion. The fair value of revenue-generating properties as of December 31, 2024 amounted to NIS 17.3 billion.

The Company also holds investment property under construction and rights to land designated for development with a fair value of NIS 3.3 billion. The occupancy rate at the Company's properties as of December 31, 2024 is 92.3% (1).

The Company owns office, logistical and industrial buildings, shopping malls and commercial centers, independent supermarkets, and more. Most of the Company's properties are located in large cities and in high demand areas. The properties are leased to 1,790 lessees of varying periods.

  1. The occupancy rate in neutralizing a property that was classified in 2024 as real estate under construction is 92.8%

7 Periodic Report 2024 AMOT INVESTMENTS

COMPANY'S STRUCTURE

Set forth below is a chart of the structure of the Company's holdings in investees (excluding inactive companies)

AMOT INVESTMENTS LTD

  1. The company holds 99.9% of the companies' shares through direct holdings; Ayalot Property Investments Ltd. holds 0.1% through direct holdings.

  2. Ayalot holds 2% of the Company's shares through direct holdings.

8 Periodic Report 2024 AMOT INVESTMENTS

1.3 TRANSACTIONS INVOLVING COMPANY'S SHARES

Investments in corporation's capital carried out during the reported periods:

Date Details Par value in
thousands
Consideration in
thousands of NIS
Share price in
NIS
Number of shares as
of 31.12.2021
442,599
January 2022 Public offering 11,598 301,029 25.96
April 2022 Exercise of options
by CEO
298 5,218 17.50 1
May 2022 Public offering 13,374 297,708 3 22.26 3
2022 Exercise of employee
options
1,971 35,559 18.04 2
December 2023 Exercise of options
by CEO
100 1,442 14.42 1
2023 Exercise of employee
options
711 10,496 14.76 2
March 2024 Exercise of options
by CEO
200 2,786 13.93 1
2024 Exercise of employee
options
679 9,591 14.13 2
Total par value
issued in the
reported periods
28,931
Number of shares as
of 31.12.2024
471,530
  1. Exercise price in accordance with the Company CEO's compensation plan.

  2. Exercise price in accordance with the option plan.

  3. Without consideration with respect to the options Series 11 which expired on December 22, 2022, without being exercised into shares.

DIVIDEND DISTRIBUTION POLICY AND DISTRIBUTION OF DIVIDENDS 1.4

In February 2023 the Company Board of Directors decided that in 2023 the Company would distribute a minimum annual dividend of 1.08 NIS per share, paid in 4 quarterly payments of 0.27 NIS per share, subject to a specific decision by the Board of Directors at the end of each quarter. Pursuant to this policy, in February 2023 the Company announced that it would be distributing dividends to the sum of 1.08 NIS per share (508 million NIS). In addition, in February 2023 the Company announced that it would be distributing additional dividends for 2022 to the amount of 0.28 NIS per share (131 million NIS).

In February 2024 the Company Board of Directors decided that in 2024 the Company would distribute a minimum annual dividend of 1.08 NIS per share, paid in 4 quarterly payments of 0.27 NIS per share, subject to a specific decision by the Board of Directors at the end of each quarter. Pursuant to this policy, in February 2024 the Company announced that it would be distributing dividends to the sum of 1.08 NIS per share (508 million NIS). In addition, in February 2024 the Company announced that it would be distributing additional dividends for 2023 to the amount of 0.22 NIS per share (104 million NIS).

Since the date of its initial public offering in May 2006, the Company has distributed to its shareholders dividends in a cumulative scope of NIS 5.9 billion.

The Company's balance of earnings as of December 31, 2024 was NIS 3,633,927 thousand (prior to the dividend distribution which the Company announced on February 10, 2024).

In February 2025 the Company Board of Directors decided that in 2025 the Company would distribute a minimum annual dividend of 1.08 NIS per share, paid in 4 quarterly payments of 0.27 NIS per share, subject to a specific decision by the Board of Directors at the end of each quarter. Pursuant to this policy, in February 2025 the Company announced that it would be distributing dividends for the first quarter of 2025 to the amount of 0.27 NIS per share (127 million NIS), which will be paid over the course of March 2025. In addition, in February 2025 the Company declared additional dividends for 2024 to the amount of 0.23 NIS per share (108 million NIS), which will be paid over the course of March 2025.

The year in respect
of which the
dividend was paid
Current dividend
NIS per share
Additional
dividend
NIS per share
Total dividend
per share (NIS)
Total dividend paid in
respect of that year (NIS)
2020 0.98 - 0.98 381 million
2021 1.00 0.34 1.34 574 million
2022 1.06 0.28 1.34 626 million
2023 1.08 0.22 1.30 612 million
2024 1.08 0.23 1.31 617 million

OTHER INFORMATION CHAPTER 2

Presented below are the Company's estimates regarding trends, events and developments in the Company's macro-economic environment, which, to the best of its knowledge and assessment, had, or could have had, an effect on its business results, or on the expected developments in its fields of activity. Any reference in this section below to the Company's estimates in connection with future developments in the Company's economic environment, and the external factors which affect its activity, constitutes forward looking information, as defined in section 32A of the Securities Law, 5728-1968 (hereinafter: the "Securities Law"), which is not under the Company's control, and which is uncertain, and is based on the information sources which were specified by the Company.

THE ISRAELI MARKET

These central global trends were similar around the world, including in Israel. However, in the past two years the local economy experienced local events with earth-shaking, substantial effects. 2023 and 2024 were highly complex and challenging years for the Israeli economy – political strife over the government's attempts to advance a plan to make substantial changes in the Israeli judicial system (the "judicial reform"), which led to a deep rift in Israeli society and contributed to a substantial increase in uncertainty in the Israeli economy (with an emphasis on business operations and the hi-tech sector), continued with the events of the terrible and barbaric massacre by the terrorist organization Hamas on October 7th, 2023, and with the difficult war that followed and is still ongoing to this day. Recent events led to significant shock – both in the public and economic aspects – diverting attention from events which occurred in the state and in the economy before them. However, one should remember that even before the war broke out, the Israeli economy contended with rising inflation, high interest rates that peaked at 4.75%, a credit crisis and a slowdown in the real estate market and, particularly, in the hi-tech market, which serves as the engine of the economy's growth – all of which against the background of the judicial reform and the waves of social protest that followed.

The war quickly deteriorated to a multi-arena war against Hamas in the Gaza strip, Hezbollah in Lebanon, and other Iranian proxies. The general atmosphere among the public was that of great concern regarding deterioration in the Northern arena leading to substantial escalation and increased missile barrages on Israel, from all arenas. Additionally, it was assessed that damage to crucial infrastructures was possible. Intense warfare in the Gaza strip took place over the first few months of the year. However, starting July 2024, Israel began taking an active approach for contending with the fighting in the front, initiating military operations against Lebanon, Iran and Yemen – and even eliminating the heads of the organizations (Ismail Haniyeh, Yahya Sinwar and Hassan Nasrallah) and injuring many Hezbollah fighters in the "pager attack"; Israel attacked at Yemen and sent ground forces into Lebanon, and at the end of October 2024, Israel even made a significant attack Iran for the first time. Israel's active approach and proactive operations under the scope of the fighting in various arenas have strengthened its citizens' trust and sense of security, and starting at that point in time, one may notice a positive change in the local markets, which strengthened following the signing of cease-fire agreements with Hamas and Hezbollah – and in particular, with the recent (partially) agreed-upon outline with Hamas for returning the hostages held captive in the Gaza strip – which we all hope will, indeed, bring all the hostages home.

    1. Sources of information for this section: b&d's summary of 2024 and forecast for 2025; the macro-economic forecast of the Bank of Israel's research division dated 6.1.2025; 2024 annual review – the Tel Aviv Stock Exchange's Economic Division; The annual review, 2024 Summary and 2025 Forecast – Migdal Capital Markets' Economic Division 14.1.2025.
    1. As part of this chapter, various data based on various studies and websites have been included. It should be noted that unless explicitly stated otherwise, the company did not request and in any case did not receive the consent of the editors of the aforementioned websites, for the purpose of including such information in the report and such information is information that is published to the public and to the best of the company's knowledge is public information. Also, no test was conducted by the company regarding their correctness and degree of accuracy.

THE ISRAELI MARKET(CON.)

Even though between the beginning of 2024 and the end of July, trade in Tel Aviv was characterized by underperformance opposite central indices in the US market and similar performance to central indices in European stock exchanges, starting at August and following the assassinations of the terrorist organization heads and the military successes that came after – and particularly after the cease-fire agreements were signed – it appears that the market estimates that Israel had gained control over the multi-arena war that was forced upon it. In total, over the course of 2024, the TA-125 index rose by a rate of 27.2%, compared to a rise by a rate of 23% in the S&P 500 index. Additionally, trade in global capital markets in 2024 – including in Tel Aviv – was conducted against a background of inflationary moderation, enabling the central banks in Israel and worldwide to lower interest rates.

Macro-economic data which influenced trends in the Israeli market over the year:

The annual inflation rate decreased to about 3% by end-2023, as opposed to about 5.3% in 2022. Due to this, the Bank of Israel surprisingly reduced interest rates in the beginning of the year, for the first time since April 2020, by a quarter of a percent, to a rate of 4.5%. The Israeli inflation rate continued falling, reaching about 2.5% in February 2024 – but due to the continuing war contributing to the increase in defense expenditures and a wave of price increases, primarily in food, inflation began to gradually increase again, reaching about 2.9% by the end of the first half of the year, continued rising to about 3.5% in October and only became more moderate, at about 3.4%, in November. However, in light of the December 2024 CPI decreasing by 0.3% – exceeding expectations – annual inflation declined to a rate of 3.2%. In its aforementioned forecast, the Bank of Israel estimates that the inflation rate is expected to stand at 2.6% in 2025 and at 2.3% in 2026.

In light of this, as of the aforementioned lowering of the interest rate and to this day, the Bank of Israel left the interest rate as it is – at about 4.5% – in every interest rate decision. To note, per the Bank of Israel's forecasts, interest rates are expected to stand at 4% - 4.25% on average in Q4 2025

Growth rate – per the aforesaid forecast by the Bank of Israel, GDP is expected to grow at a rate of about 0.6% in 2024, and by rates of about 4% and about 4.5% in 2025 and 2026, respectively. The forecast is based on the assumption that the direct economic effect of the war will continue until the end of Q1 2025, and afterwards, the GDP would gradually converge towards its trend, but remain below it in the coming years. The Bank further assumes that in 2025, existing supply-side limitations would gradually decline, but at the same time, local demands will also recover at a slightly faster pace in light of the geopolitical situation that emerged following the cease-fire. However, the Bank of Israel estimates that investment in fixed assets will grow slower in 2025, due to the continued shortage of workers in the construction industry. The 2026 GDP growth forecast reflects the economy's continued recovery from the effects of the war. The Bank of Israel assesses that the shortage of workers in construction will only be resolved in 2026, but the bank already foresees a reduction in the number of individuals in active reserve service in 2025, reducing supply limitations in the labor market.

Budgetary Deficit – 2024 ended with a deficit of 6.9% of GDP following an increase in tax revenues. Per the Bank of Israel's forecasts, the deficit in the government's budget is expected to total at 4.7% of GDP and at 3.2% of GDP in 2025 and 2026, respectively. Concurrently, the unemployment rate decreased over the course of the year, and the demand for employees is increasing to a similar level to the situation before the war.

13 Periodic Report 2024 AMOT INVESTMENTS

THE ISRAELI MARKET (CON.)

However, the continuation of the war and its economic ramifications over the course of the years led to the downgrading of Israel's credit rating – for the first time in its history – by the three international agencies that rate it: the international credit rating agency Moody's was the first to announce a downgrade when on 9.2.24, it downgraded Israel's credit rating from "A1" with a "Stable" outlook to "A2" with a "Negative" outlook, and on 27.9.24 it surprisingly announced an additional rating downgrade by two levels, from "A2" to "Baa1", leaving the rating outlook at "Negative". The S&P credit rating agency also downgraded Israel's credit rating on 19.4.24, from "AA-" to "A+", with the outlook remaining "negative", and on 1.10.24 it announced a further downgrade from "A+" to "A", leaving the outlook "negative". The international credit rating agency Fitch also downgraded Israel's credit rating on 13.8.24 from "A+" to "A", leaving the outlook at "negative".

Uncertainty is still very high, and any development, such as an violation of the agreement for releasing the hostages by Hamas and/or the termination of the cease-fire agreement and the resumption of fighting in any of the fronts, may affect and change the forecasts existing at the time of this report. Additionally, one should take into account that the Bank of Israel's assessments are founded in the assumption that the direct effect of the war on the economy is decreasing, concurrently with an improvement in the geopolitical condition, and that over 2026, the economy's recovery from the effects of the war will continue. While the likelihood of return to highintensity warfare is currently lower, the probability still exists and, should it become realized, it will have effects on all macro-economic variables. Additionally, one cannot ignore the "judicial reform" procedures that the government is still conducting, and the waves of social protest that have yet to subside.

THE REAL ESTATE INDUSTRY

Assuming that the intense part of the war is behind us, it can be said today that the real estate industry was generally stable during the war. However, the industry still suffers from severe workforce shortages, and it is estimated that it will be some time before we will see Palestinian workers returning to construction sites – if they will return at all – and in any case, their return to the labor market will be subject to security arrangements. Additionally, the cost of wages substantially increased due to the absence of Palestinian workers.

EFFECT ON THE COMPANY'S ACTIVITIES

In 2024, the Consumer Price Index increased at a rate of 3.43%, compared to the rate of 3.34% in 2023. The Company has CPI-linked bonds that bear an annual interest (which is also CPI-linked). Therefore, the CPI increase during the reported period led to an increase in the Company's financing costs. On the other hand, the Company's performing real estate, estimated at a value of approximately ILS 17 billion at the date of the report, is leased out with CPI-linked lease agreements, and economically, the Company considers this long-term protection against inflation. Consequently, the CPI increase led to an increase in the Company's revenues from leasing properties.

The building inputs index for commercial and office buildings rose by about 2% during the reported period. The increase in the building inputs index (to which the agreements that the Company engages in with performing contractors are linked), as well as the recent increases in the costs of raw materials and in the employment costs of construction workers due to the effects of the war, result in increased construction costs in the Company's entrepreneurial projects.

14 Periodic Report 2024

EFFECT ON THE COMPANY'S ACTIVITIES (CON.)

Since the war broke out, the Company continues its operations – including the continuing initiation, planning, construction, marketing, and management of its properties – and continues to present positive results including growth in operational parameters. The uncertainty in the performing real estate market in Israel, which was present even before the war broke out and was felt in moderating demands and prolonged negotiation stages for agreements – especially due to decreased investments in the local hi-tech industry and against the economic climate and political unrest – was intensified following the war. However, as of the second half of the year, gradual recovery was observed in demands in transactions, even on behalf of customers who were "sitting on the fence", and trust in the Israeli market in general and the Company's performance in particular is evident on behalf of international customers. An increase in investments in the local hi-tech industry was also noted over the year in comparison with 2023 – but very high centralization and increased dependency on the cybersecurity field are also notable.

Despite the challenges ahead of us, Israeli economy is dynamic and resilient, as it had shown through the crises we faced in the past few years. As of the end of 2024, the Israeli economy indicates vigorous activity, with moderating end data and inflation that is still high but approaching its goals.

We are entering 2025 with factors that generate uncertainty – primarily in regard to the end of the war and its outcomes – still present. Economic entities assess that 2025 may be a year of careful recovery, provided that we achieve stability on the security front and implement appropriate economic policy steps. However, uncertainty at present time is still high relative to the norm. The above-mentioned forecasts are founded in the assumption that the direct economic effect of the war will linger into the beginning of 2025 – though recent geopolitical developments, globally and in the region, may lead to more moderate probabilities of the occurrence of more severe scenarios.

As of the time of this report, and in light of the fact that the event in question is dynamic and characterized by a great deal of uncertainty – in the Company's assessment, a scenario of return to high- or moderate intensity warfare in the northern border front (or additional front) may negatively impact the recovery of the economy, deepen the impact on private consumption and consequently on businesses, including the Company's lessees – and as a result, lead to a decrease in redemptions and changes in additional economic parameters. Any change in the geopolitical situation, now and/or in the future, and in the scope and intensity of the war will, naturally, have a significant effect on actual economic developments.

The Company's management estimates that, provided the fighting continues with diminishing intensity over several more months, the effects of the war on the Company's business will remain insubstantial.

As the Company's management believes that Israeli performing real estate companies are a reflection of the Israeli Economy, should the abovementioned assessments become realized, in whole or in part, the Company's economic performance may also be negatively impacted.

MACRO-ECONOMIC INDICATORS FOR ISRAEL

ISRAEL
For the Year Ending 31.12.2024 31.12.2023 31.12.2022
Economic variables
Gross Domestic Product (In Billions of \$) 541 522 497
\$Per capital GDP (PPP) 54,446 53,810 52,000
GDP growth rate (PPP) 3.1% 5.7% 14.0%
Per capita GDP (PPP) growth rate 1.2% 3.5% 11.8%
Inflation rate 3.2% 3.0% 5.3%
Yield on long-term local government debt 4.5% 4.0% 2.6%
Rating of long-term local government debt A/Baa1 AA-/A1 AA-/A1
Unemployment rate (3) 2.60% 3.10% 4.10%
  1. In this table, unless otherwise stated, the data source is the IMF - World Economic Outlook Database from October 2024. Data for 2024 are estimated data.

  2. Inflation data in Israel for the last day of each year from the website of the Central Bureau of Statistics CBS.GOV.IL.

    1. The data on the nominal yield rate of Israel's long-term government debt refer to 10-year bonds. stats.oecd.org based on data transmitted from the Bank of Israel.
    1. Long-term government debt rating data is according to publications Monday and Standard & poors.
    1. The unemployment rate data are based on the website of the Central Bureau of Statistics (the rate of the unemployed out of the total population aged 15 and over, seasonally adjusted).

FINANCIAL INFORMATION REGARDING THE COMPANY'S ACTIVITY 2.1

based on extended consolidated financial statements

In this chapter, from this section onward, all of the data displayed in tables is based on data taken from the Company's expanded consolidated statements. Expanded consolidated financial statements of the Company are statements presented based on the IFRS rules, with the exception of the implementation of "IFRS11 Joint Arrangements", which has been implemented retroactively regarding reporting periods starting on January 1, 2013; i.e., investments in investee entities displayed based on the book value method, which, prior to the standard's implementation, were treated under the relative consolidation method (due to there being a contractual arrangement for joint control), neutralized and calculated by means of a relative consolidation of the investee companies.

2.1.1

Principal balance sheet data from the balance sheet as of December 31 of each of the years

2024 2023
Cash and cash equivalents and short-term
deposits
303,142 534,154
Balance of current assets 81,127 68,121
Assets held for sale - 177,825
Investment property 17,294,792 16,730,765
Investment property under construction and
additional building rights
3,316,001 2,757,003
Balance of non-current assets 179,843 164,241
Total assets 21,174,905 20,432,109
Short-term credit and current maturities 804,698 653,370
Bonds 8,096,281 7,877,329
Loans from banks and others 593,059 720,207
Deferred taxes 1,955,163 1,811,617
Balance of other liabilities 560,939 531,974
Total liabilities 12,010,140 11,594,497
Total equity 9,164,765 8,837,612
Total liabilities and equity 21,174,905 20,432,109

17 Periodic Report 2024 AMOT INVESTMENTS

2.1.2

Company's principal operating results data (in thousands of NIS)

2024 2023 2022
Total revenue from management fees
and rent
1,204,268 1,150,579 1,063,905
Total cost of renting out and operating
the properties
161,555 146,173 132,909
Net operating income from renting out
and operating of properties
1,042,713 1,004,406 930,996
Adjustment of fair value of investment
property
570,485 254,637 1,019,088
Amortization of transaction costs with
respect to property purchases
(23,053) (3,300) (18,248)
General, administrative and other
expenses
72,593 68,627 63,600
Other expenses (income) 246 -191 181
Operating income 1,517,306 1,187,307 1,868,055
Financing expenses – real interest 129,122 117,062 115,350
Financing expenses (income) – linkage 285,863 272,559 371,461
Income tax expenses 183,319 115,079 210,098
Net income for the year 919,002 682,607 1,171,146
NOI – Gain from renting out and
operating of properties, net of
depreciation
1,042,713 1,004,406 930,996
Same property NOI (1) 986,549 954,715 900,192
EBITDA – operating income net of
revaluations and amortization
56,164 49,691 30,804
  1. The 2023 results include the impact of a one-time expense and the impact of the reliefs granted due to the Iron Swords War, which have led to a loss of revenues amounting to approximately NIS 6 million.

2.1.3

Adjustment to FFO in accordance with the disclosure directive of the Israel Securities Authority (in thousands of NIS)

FFO for the year ended
31.12.2024 31.12.2023 31.12.2022
Net income for the period 919,002 682,607 1,171,146
Depreciation and sundry 2,850 3,664 3,441
Adjustment of fair value of (570,485) (254,637) (1,019,088)
investment property
and properties under construction
Acquisition costs recognized in profit 23,053 3,300 18,248
and loss
Deferred taxes, betterment tax and 154,578 88,263 192,257
other
FFO according to SEC approach (1) 528,998 523,197 366,004
Amortization of warrants 8,324 6,757 5,746
Add (deduct) - linkage expenses 285,863 272,559 371,461
(income) in respect of principal of
debt and exchange differences
FFO-AFFO according to the 823,185 802,513 743,211
management approach (2)
Weighted number of shares 471,304 470,076 463,438
Real FFO per share 1.746 1.707 1.604
  1. Includes an update of comparison numbers for the reduction of options following the authority's position paper on FFO.

  2. It should be noted that the said index is the FFO index according to the approach of the company's management and it constitutes the real FFO for the purposes of calculation in accordance with the company's trust deed

FFO FUNDS FROM OPERATIONS

Net income, net of gains and losses from sale of properties, changes in the fair value of properties recognized in comprehensive income, depreciation and amortization, deferred income expenses and income and other income or expenses that do not involve cash flows.

DATA REGARDING THE COMPANY'S PROPERTIES IN ISRAEL 2.2

Set for below are the main parameters impacting the value of income-generating properties, the demand for such properties and their occupancy rates:

Property's location; amount of rent; transport links (including public transport); number of parking spaces, quality of construction; quality and stability of principal renters; business environment (including the other available properties of this type in the area); proximity to target market (very significant for companies that receive customers in their premises), to anchor entities (such as courts or medical centers) and to workforce sources.

PRIME PROPERTIES

The Company has large amount of assets, which have a competitive advantage over other assets. The main criteria for defining a property as a prime property are:

The area is a designated employment area or benefits from excellent transport links or from proximity to main business or cultural centers, and as such it will always benefit from higher demand even when there is a slowdown in the market.

The property is rented out in full to a renter, which is a leading entity in its area of activity with a long average duration. The property meets an increasing demand for a designated use.

The Company assesses all of its properties, among other things, based on all of the above criteria. Nevertheless, in view of the large scope of its properties and wishing to present an optimal breakdown of its portfolio of properties, the Company opted to present its properties by use.

As to another breakdown of Company's properties used as offices, see the Company's Directors' Report.

AMOT ATRIUM, RAMAT GAN

20 Periodic Report 2024 AMOT INVESTMENTS

01.

Set forth below are data regarding the Company's above-ground income-generating spaces in square meters

2024 of total area % 2023 of total area %
square meters square meters
Offices 445,009 38% 447,142 39%
Logistics and industrial parks 522,833 45% 503,034 44%
Retail centers 131,104 11% 130,012 11%
Supermarkets 37,694 3% 37,694 3%
Other 23,553 2% 23,553 2%
Total above ground area 1,160,193 100% 1,141,435 100%
Open storage 96,870 96,870
Parking lot 602,330 606,360
Total 1,859,393 100% 1,844,665 100%
  1. In 2023, the cancellation includes data for properties that were classified as held for sale, used by offices

  2. The areas specified above include in 2024 and 2023, 44 thousand square meters, of companies under joint control which are presented according to the equity method in the financial statements.

02.

Set forth below are data about the fair value of the Company's income-generating properties in Israel in thousands of NIS

2024 of total area % 2023 of total area %
thousands of NIS thousands of NIS
Offices 8,367,448 48% 8,333,620 49%
Logistics and industrial parks 4,974,197 29% 4,718,648 28%
Retail centers 2,834,774 17% 2,785,325 17%
Supermarkets 853,394 5% 805,650 5%
Other 264,979 1% 265,347 1%
Total 17,294,792 100% 16,908,590 100%
  1. In 2023, the above table includes the value of held properties for sale ,used by offices, which were sold in the beginning of 2024 in consideration of a total of ILS 178 million.

  2. Out of the above, in the years 2024 and 2023, properties valued at ILS 584m and 575m, respectively, are owned by jointly-controlled companies, presented in the Financial Report by the book value method.

03. Set forth below are data regarding the Company's NOI in thousands of nis

2024 % of NOI 2023 % of NOI 2022 % of NOI
thousands of
NIS
thousands
of NIS
thousands
of NIS
Offices 503,297 48% 493,863 49% 449,221 48%
Logistics and
industrial parks
286,606 27% 270,235 26% 248,044 26%
Retail centers 186,074 18% 181,566 18% 174,749 19%
Supermarkets 51,378 5% 49,271 5% 47,070 5%
Other 18,391 2% 18,055 2% 16,499 2%
Total 1,045,746 100% 1,012,990 99% 935,583 99%
  1. During the year 2024, assets were sold for a total of approximately 200 million NIS (including assets that in 2023 were classified as held for sale and included in the table) for which there was a decrease in NOI in the amount of 10 million NIS in 2024 compared to 2023

  2. Not including unattributable expenses in the amount of NIS 11 million in 2024, and NIS 9 and NIS 5 million in 2023 and 2022.

  3. Out of the above, NOI in the amount of NIS 35 million and NIS 37 million in the years 2024 and 2023, respectively, belong to companies under joint control which are presented according to the equity method in the financial statements.

04.

Set forth below are data regarding the breakdown of revaluation gains/losses generated from the Company's income-generating properties in thousands of NIS

2024 2023 2022
thousands of NIS thousands of NIS thousands of NIS
Offices 124,863 119,908 468,569
Logistics and industrial parks 130,455 100,431 279,935
Retail centers 41,626 9,261 72,827
Supermarkets 47,514 19,219 42,417
Other 292 7,454 19,615
Transaction costs in respect
of purchase of new properties
(1,732) (3,000) -
Total (2) 343,018 253,273 883,363
Reconciliation of asset value in
construction - Offices
204,414 (1,936) 117,477
Total 547,432 251,337 1,000,840
  1. Out of the above, revaluation gains in the amount of NIS 6 million in 2024, in the amount of NIS 7 million in 2023, in the amount of NIS 20 million in 2022, belong to companies under joint control which are presented according to the equity method in the financial statements.

05.

Set forth below is a breakdown of the Company's monthly rent from its income-generating properties (in NIS per square meter)

2024 2023
NIS per SQM NIS per SQM
Offices 103 100
Logistics and industrial parks 45 44
Retail centers 122 120
Supermarkets 114 109
Other 65 64
  1. The table includes data for assets held for sale.

  2. Calculated based on leasing revenue only, excluding parking and management fees.

  3. Calculated based on the entire area of the properties, net of average vacant areas.

  4. Calculated by standardizing average rent from properties acquired during the year.

  5. The 2023 results include the impact of the reliefs granted due to the Iron Swords War, which have led to a loss of revenues amounting to approximately NIS 3 million.

06.

Set forth below is an analysis of data regarding average occupancy rates in the Company's income-generating real estate assets (in percentages)

2024 2023
% %
Offices (1) 82.3 85.3
Logistics and industrial parks 99.0 99
Retail centers 96.6 96.3
Supermarkets 100 100
Other 100 100
Total (1) 92.3 93.4
  1. The occupancy rate, excluding a property classified as Mandalan under construction in 2024, is 92.8%. The occupancy rate for properties used as offices, neutralizing properties occupied for the first time, is 83.6%.

07.

Set forth below are data regarding the number of the Company's income-generating properties

2024 2023
Offices 41 43
Logistics and industrial parks 20 19
Retail centers 13 14
Supermarkets 35 35
Other 3 3
Total 112 114
  1. The table includes data for assets held for sale.

  2. 6 of these are revenue-generating properties which belong to companies under joint control, and which are accounted for using the equity method in the financial statements.

08.

Analysis of information regarding average return rates (based on value at end of year) from the Company's yielding properties in percentages

2024 2023
Offices 6.4 6.3
Logistics and industrial parks 5.7 5.6
Retail centers 6.5 6.5
Supermarkets 6.0 6.1
Other 6.9 6.8
Total 6.2 6.1
  1. The yield rates deriving from the NOI cash flow in practice are slanted downward due to vacant spaces that do not currently create an actual cash flow, as a result of actual cash flow that does not necessarily reflect the revised rental contracts and NOI for partially cash-generating properties during the period in question. This data differs from the Company's weighted capitalization rate presented on Page 89 due to the calculation method of the weighted capitalization rate that does not take the value of vacant space into account.

  2. The capitalization rate used to discount the Company's properties is the "net" cap rate – meaning, in order to compare it to the cap rate of transactions with real estate properties with similar characteristics one must add between 0.25% and 0.5% to this cap rate, for transaction costs, in accordance with the type of the transaction and the discount fee level.

  3. See Note 21 to the Consolidated Financial Statements on the rage of the capitalization rates of properties as of December 31 2024.

The individual capitalization rate for each property in each industry reflects the property's risk level and is dependent on several factors:

    1. The property's location and the property's future potential.
    1. The rent relative to comparable properties in the property's surrounding area.
    1. The lessee's rating, length of lease agreement, collateral for rent in the property, level of competition in the lessee's sector, and level of competition in the property's economic area, and the building type.

Information regarding the Company's projected revenues from rent in respect of signed rental agreements of Company's properties as of 31.12.24; breakdown is provided by the end date of the agreements

Assuming the renters will not exercise option periods
Revenues (rent)
fixed components
Number of contracts
ending
Total areas of
properties whose
contract ends
Revenue recognition
period
In millions of NIS In thousands of Sq. m
First quarter 2025 249 124 23
Second quarter 2025 242 93 26
Third quarter 2025 229 148 61
Fourth quarter 2025 222 83 26
2025 942 448 136
2026 752 488 240
2027 540 321 202
1018 370 219 169
and thereafter 2029 1,052 315 411
Total 3,656 1,791 1,158

The data presented in the above table are subject to the following assumptions:

    1. The amounts include the Company's share in properties accounted for using the proportionate consolidation method.
    1. The table does not include revenues from assets held for sale.
    1. The table does not include projected revenues in respect of signed contracts in projects under construction.

The information contained in the above tables is Forward-Looking Information within the meaning of Section 32A of the Securities Law (see a comment at the start of Chapter 2 hereinabove).The data relates to data existing and known to the Company on the date of publication of this report with regard to the expiry dates of the current rental agreements. The information may change due to reasons that are not under the control of the Company, such as termination of the rental agreements due to breach or due to financial difficulties of renters, which may cause breach or termination of the rental agreements.

2.2.2

Information about principal renters of the Company

The Company does not have a single renter the rent receivable therefrom constitutes at least 10% of total Company revenues from rent and management fees.

Data Regarding the Company's Principal Properties- Offices

The Company has ownership/leasehold rights in several office buildings across the country (some of which are fullyowned by the Company and others are held in partnership with others). The buildings are mainly rented out to professionals, retail companies and high-tech companies.

Management of the office building is carried out by self-management or by condominium committees.

Name of property Location of property Description of property
ToHa1 (Totseret Haaretz Crossroad of Totseret A prestigious and unique tower, built to the highest
Complex) Haaretz St, Yigal Allon St quality standards in Israel, and bearing the LEED
Company's share – 50% and Dereh Hashalom St. Platinum standard.
Amot Atrium Tower Ramat Gan's City A prestigious and unique tower built in accordance
complex, Jabotinsky St. with the highest building standard in Israel. The
tower has Platinum Certification - the highest
LEED® certification.
Holon Campus tower, the Jerusalem corner of The tower is one of the only projects that have
Company's share - 77.8% HaMelacha St., Holon received the American LEED Platinum
Industrial Area certification. The tower is built on an area of 11
dunams.
As of the date of the statement's publication, the
property is rented out at a rate of approximately
40%.
Amot Investments Tower, Shaul HaMelech St, Due to their proximity to the courts complex, the
Europe House center of Tel Aviv, at the buildings constitute prime properties and enjoy
Amot Mishpat Complex heart of the city's courts' excess demand on the part of free professionals
(Beit Amot Mishpat, Amot complex and government ministries wishing to rent areas
Hakirya and Dubnov 10) located around the complex.
The tower was certified LEED OEM.
The Amot Mishpat complex has improvement
potential by virtue of Plan TA/5000.
At this complex and in some of the Company's
properties falling under the plan's jurisdiction, the
Company is promoting a local urban construction
plan compatible with TA/5000.
Amot BDO Complex Menachem Begin Road, A complex that includes 3 office buildings, the
(Buildings A, B and C) Tel Aviv main tenant in the complex is the accounting firm
BDO and building C is fully leased to the Fatal hotel
chain. The complex benefits from high transport
accessibility, on the Menachem Begin axis in Tel
Aviv.
In this complex, the company is promoting a local
IBA under the Ta/5000 program.

Data Regarding the Company's Principal Properties- Logistics and Industrial

The Company owns and / or co-owns with others in a number of industrial and logistics parks. The parks are managed by management companies under Company ownership or under ownership of external management companies or by the renters.

Name of property Location of property Description of property
Park Amot - Tzrifin On the eastern side of Highway
44 (Ramle - Beit Dagan), near the
moshav Nir Tzvi, and near Assaf
Harofeh Hospital and Tzrifin
Junction
The complex covers around 274 dunams, on
which 18 logistics buildings are built, with a
total built area of around 113 thousand
square meters. The complex has significant
unused building rights
Si'im Park Netanya
Poleg Park Netanya
Poleg South Industrial Estate The properties underwent comprehensive
upgrading process and meet the increasing
demand to combined uses, both for the
high-tech and pharm industries and for
purposes
.of logistics and warehousing
complex with an area of approximately 80
dunams.
Logistics center -
Shoham
Hevel Modiin Industrial Area in
Shoham
The entire property is leased to S.L.E. -
Salomon Levin Elstein Ltd. (a subsidiary of
Teva), and serves as a sophisticated
logistics center for automatic storage of raw
materials for the pharmaceutical industry,
and for storage and distribution of drugs.
Logistics center - Kargal Lod north Industrial Estate A complex with an area of about 100
dunams and a built-up area of about 47,000
square meters, rented to 28 tenants. The
complex has unused building rights to a
significant extent
Rehovot Park Rehovot Industrial Estate Industrial park comprising a 3-wing building
spread over 33,000 square meters, used by
high-tech companies, logistic centers.
Logistic Centers Modi'in Modi'in Industrial Estate Properties renter out to high-quality renters
for example to Shufersal, Fox, Novolog.
Shufersal online
distribution center (the
Company's share - 75%)
Modi'in Industrial Estate a property which is entirely leased to
Shufersal Ltd., for its online activity.
Complex with a total area of approximately
43 dunams

Data Regarding the Company's Principal Properties- Retail

The Company has rights in several malls and retail centers.

The malls and retail centers are managed by management companies under Company ownership or under joint ownership of the Company and its partners.

Name of property Location of property Description of property
Kiryat Ono Mall Center of town -
Kiryat Ono
The shopping mall is located in the city center, in an
area featuring significant residential construction, and
the population which the shopping mall is expected to
serve is therefore expected to increase significantly.
The shopping mall combines a commercial center with
two office buildings.
Arim Mall Kfar Saba City center – Kfar
Saba
The mall is partially open-air and partially enclosed. It
is composed of two sections linked by overpasses. The
mall is located at the city center and constitutes a part
of its urban fabric.
B7 Retail Center Beer Sheva Shopping and entertainment center located at the retail
area of the city.
Central Bus Station Mall,
Jerusalem (Company's
share - 50%)
Central bus station
Jerusalem
A complex comprising the central bus station, retail
center and an office building at the entrance to
Jerusalem.

35 Independent Supermarkets

The Company owns 35 properties across the country which are used as supermarkets; those properties are rented out to "Shufersal Ltd.", to "Carrefour Ltd.", to "Mega Retail Ltd.", to "Co-op Jerusalem", to "Victory Ltd." and to others. As of 31.12.2024, the occupancy rate is 100%.

Initiation and development

The Company is active in the initiation and development, and the purchase of lands for the purpose of initiating, developing and constructing, yielding properties for rental purposes. For more information in this regard, see page 81 of the board's report on the state of the corporation's affairs.

28 Periodic Report 2024 AMOT INVESTMENTS

Material Properties

Set forth below are details relating to the Company's principal assets, whose fair value in the Company's consolidated financial statements as of 31.12.2024 constitutes at least 5% of total corporation's assets as of that date or that total corporation revenues attributed to the asset constitute at least 5% of the consolidated revenues of the corporation in the reported year.

ToHa1 (Company's share - 50%)
Region Tel Aviv
Main use Offices
Square meters (Company's share) 28,500
Parking lot 16,000
Original cost in NIS 479,302
Fair value evaluator Rafael Conforti, the fair value evaluator is independent
Evaluati on technique Discount ed cash flows - (DCF)
Liens on property none 2024 2023 2022
Fair value as at year end (NIS thousands) 1,001,150 971,257 944,820
Rent income for the period (NIS thousands) 52,543 51,057 48,505
Actual NOI for the period (NIS thousands) 52,533 51,608 48,019
NOI represents (NIS thousands) 58,395 56,430 54,792
Actual rate of return % 5.25% 5.31% 5.08%
Adjusted rate of return (1) % 5.75% 5.75% 5.75%
Revaluation profits 30,055 28,118 36,173
Occupa ncy rate for the end of the period % 96.5% 96.5% 96.5%
Actual average monthly rent income per sqm
(NIS) (2)
146 141 136
Explanation of representative NOI vs. Actual
NOI
The gap derives from added NOI for on spares and plus the
impact of averaging revenues due to graces given tenants at
the start of the rental period.
  1. Adjusted rate of return - Includes taking into account representative NOI, and therefore constitutes a reliable estimate of the discount rate which was used to estimate the property's value.

  2. Actual rent / NOI per square meter / per value, after neutralizing revenue with respect to parking spaces, and after neutralizing vacant areas / value of vacant areas, as of December 31st, 2024.

Material Properties

Set forth below are details relating to the Company's principal assets, whose fair value in the Company's consolidated financial statements as of 31.12.2024 constitutes at least 5% of total corporation's assets as of that date or that total corporation revenues attributed to the asset constitute at least 5% of the consolidated revenues of the corporation in the reported year.

Park Amot - Tzrifin Kiryat Ono mall
Region Tzrifin Industrial Estate Kiryat Ono
Main use logistics and industrial Retail \ Offices
Square meters (Company's share) 113,000 41,505
Parking lot 14,000 70,000
Original cost in NIS 1,268,181 1,053,710
Fair value evaluator ENG. Joseph Sarnitzky ,the fair value
evaluator is independent
Oded Houshner and co ,the fair value
'evaluator is independent
Evaluati on technique Discount ed cash flows - (DCF) +
optimal use at the end of a lease term
Discount ed cash flows - (DCF)
Liens on property none none
2024 2023 2022 2024 2023 2022
Fair value as at year end (NIS
thousands) (1) (6)
1,604,400 1,596,900 1,578,900 1,126,400 1,105,700 1,095,900
Rent income for the period (NIS
thousands)
66,784 65,410 61,025 73,872 72,194 71,830
Actual NOI for the period (NIS
thousands) (1) (2)
65,389 63,771 56,896 73,775 71,880 72,762
NOI represents (NIS thousands) N.R. N.R. N.R. 74,978 74,278 70,829
Average revenue per sqm in NIS
(‎3)
- - - 2,527 2,341 2,277
Actual rate of return % (8) 4.82% 4.74% 4.28% 6.55% 6.50% 6.64%
Adjusted rate of return % (4) 5.25% 5.25% 5% 6.50% 6.50% 6.25%
Revaluation profits 6,203 17,254 59,746 8,544 9,115 38,127
Occupy ncy rate for the end of
the period % (7)
100% 100% 100% 91.1% 93.2% 99.4%
Average monthly rent per actual
sqm (NIS) (5)
50 48 45 152 148 138
Explanation of representative NOI
vs. Actual NOI
A combination of a future cash flow
capitalization method and a
comparison method for spaces with
future development.
Regarding the comparison approach,
10 transactions were reviewed with
price ranges of 8-10 million NIS per
0.1 hectare.
The gap between the representative NOI
and the actual NOI derives from the
expected occupation of vacant spaces
and the impact of the Iron Swords war
on the NOI in 2023. In 2022 one-time
income of NIS 2 million.
  1. On September 30, 2021, the transaction involving the acquisition of Tzrifin logistics park, and it began generating revenue on October 1, 2021. The increase in NOI in the Tzrifin Logistics Park in 2023 compared to 2022, in addition to the increase in rents, is due to the termination of an obligation under the purchase agreement during 2022.

  2. The figure pertains to commercial centers, to the best of the Company's knowledge, and was given based on information which was received from lessees, and the Company is unable to verify that the information is indeed correct.

  3. This figure refers to the period when the commercial centers were open.

  4. Adjusted rate of return - Includes taking into account representative NOI, and therefore constitutes a reliable estimate of the discount rate which was used to estimate the property's value.

  5. Actual rent / NOI per square meter / per value, after neutralizing revenue with respect to parking spaces, and after neutralizing vacant areas / value of vacant areas, as of December 31, 2024. Including management fees in Tzrifin logistics park.

    1. Not including an obligation due to a lease.
    1. The occupancy rate is as of December 31 of each year.
    1. The actual rate of return is calculated in relation to the yielding real estate value

Investment Property Under Construction

Set out below are principal data about properties under planning and development by uses (in thousands of NIS)- Company's share:

Region and use Parameters For the year ended
31.12.2024 31.12.2023 31.12.2022
Offices
Toha2 / Lehi)
Complex Bnei
Brak / Amot
Shufersal
Modiin /
Compound K
Jerusalem/ Park
Afek/ Amot
Givatayim until
31/12/2021/
(Campus Holon
until 31/12/2021
Number of properties under construction at end of
period
4 5 5
Total upper areas under construction (planned) at
end of period
180,700 187,450 187,450
Total area of underground parking lot 54,000 62,198 62,198
Total costs invested in current period 364,369 331,943 214,510
Value of assets as per financial statements
(including portions considered as income
generating)
1,885,063 1,440,204 1,122,079
Construction budget in the subsequent period
(estimate)
575,271 419,075 222,010
Total construction budget (estimate) 3,259,192 3,303,892 3,077,000
Percentage of built area for which rental contracts
were signed as of 31.12
18% 8% -
Projected average annual revenue from projects to
be completed in the subsequent period and for 50%
or more of their area contracts were signed (in
millions of NIS)
8 7 -
,Logistics
(Beit Shemesh)
Number of properties under construction as of end
of period
1 1 1
Total upper areas under construction (planned) as of
end of period
15,150 30,300 30,300
Total costs invested in current period 33,333 96,674 21,822
Value of assets as per financial statements 90,830 173,187 75,512
Construction budget in the subsequent period
(estimate)
10,540 43,872 93,221
Total construction budget (estimate) 105,698 217,059 207,000
Percentage of built area for which rental contracts
were signed and/or in the final signing phases
0% 50% 50%
Projected average annual revenue from projects to
be completed in the subsequent period and for 50%
or more of their area contracts were signed (in
millions of NIS)
- 8.5 8.5
  1. ToHa2 project – in June 2024, the Partners have engaged in a Rental Agreement with Google Israel Ltd. ("Google"). Per this agreement, Google will rent about 60 thousand m2 of non-partitioned office space in the top part of the ToHa2 tower from the Partners, as well as a few hundreds of parking spaces, for a rental period of 10 years (with a one-time right of exit after 5 years), commencing in Q1 2027, upon the completion of ToHa2's construction, in consideration of a total rental fee of ILS 115 million per year (non-partitioned office space), linked to the May 2024 Index (Company's share – 50%).

To clarify, the timing of the completion of ToHa2's construction and the beginning of the rental period constitute forward-looking information, as this term is defined in the Securities Law, 5728-1968.The information described above is based on the information available to the company as of this date regarding the progress status of the construction of the project.

The company's estimates and forecasts in this regard depend and are subject to the existence of actions and circumstances that are beyond control or the realization of any of the risk factors detailed in section 3.18 below

2.2.5.1

Land and additional building rights classified as Investment Real Estate and Investment Real Estate Under Construction

Set forth below is a summary of principal data regarding the land by uses (in thousands of NIS)

2024 2023 2022
Amount presented in
financial statements
Amount presented in
financial statements
Amount presented in
financial statements
thousand in NIS thousand in NIS thousand in NIS
Additional building rights
Offices 395,664 324,872 317,943
Industrial and logistics 264,651 266,051 266,200
Retail 9,570 9,570 9,470
Residence 67,206 2,740 2,403
Land (no building rights)
Offices 307,590 107,396 107,372
Industrial and logistics 10,753 19,539 26,100
Retail 10,400 10,100 10,100
Others (1) 256,037 387,458 120,500
Total 1,321,871 1,127,726 860,088

2.2.5.2

Material Properties Under Construction

Presented below are details regarding a significant property under construction of the Company, whose fair value in the Company's consolidated financial statements as of December 31, 2024 constitutes 5% or more of the corporation's total properties as of the present date.

ToHa 2 (Company's share - 50%)
Region Tel Aviv
Primary use Offices
Land purchase date The land was purchased between the years 2010 and 2015, and
the building rights were purchased in 2021
Construction works commencement Excavation and foundation works for the parking lot began in
date 2019
The Company's share in the area 78,000
(square meters)
The Company's share in parking lot 22,500
area
Valuer Rafael Conforti
Charges on the property None.
2024 2023
thousand in NIS thousand in NIS
Cumulative cost at year-end 705,000 512,110
Fair value at year-end 1,101,971 768,000
Carrying value at year-end 1,101,971 768,000
Revaluation gains 136,195 5,604
Projected completion date 2026 2026
Total projected investment cost 1,650,000 1,650,000
Investment cost which has not yet 945,000 1,137,890
been invested
The valuation model DCF The comparison approach
Capitalization Rate 6.00%-6.25% -
Expected annual NOI with full 130,000 -
occupancy (shell and core)
Precent of property surfaces for 38% -
which binding rental agreements
were signed at the end of the year

Description of the Corporation's Business Other Information

2.2.5.3

Very Material Income-Generating Property

ATRIUM TOWER

PROPERTY'S LOCATION

2 Jabotinsky Street, City Complex, Ramat Gan

PROPERTY'S HOLDINGS STRUCTURE

100% direct holding in the property

DATE OF COMMENCEMENT OF CONSTRUCTION WORK

Paneling: 2009 Commencement of construction: 2011

STATUS OF RECORDING OF LEGAL RIGHTS

Recorded with the land registry office

PROPERTY'S AREA (BREAKDOWN BY USES)

Office (1) – 54,164 square meters Retail areas – 265 square meters Warehouses – 218 square meters

DATE OF PURCHASE OF LAND

2007

DETAILS OF LEGAL RIGHTS IN THE PROPERTY

Private ownership

METHOD OF PRESENTATION IN FINANCIAL STATEMENTS

Full consolidation

  1. The area does not include the floor in which the Company's offices are located, presented under the fixed assets item.

Set forth below are primary data regarding the very material property (NIS in thousands)

The valuation of the property does not reach a very substantial valuation in accordance with regulation 8B of the report regulations.

For the year ended
Parameters 31.12.2024 31.12.2023 31.12.2022
Fair value at end of year (1) 1,773,625 1,701,065 1,664,958
Revaluation profits or losses 70,070 65,237 148,578
Occupancy rate (%) as of 31.12 100.0% 100% 100%
Rented area (in square meters) in practice as of
31.12
54,429 54,429 54,429
Parking places 495 495 495
Total revenues after averaging 108,053 101,728 92,713
Average rent per square meter 148 143 131
Average rent per square meter in contracts signed
during the year
155 150 188
NOI after averaging 109,643 102,699 93,489
Adjusted rate of return 6.18% 6.04% 5.68%
Number of renters at end of period 35 35 32
Accumulated cost at beginning of year (2) 856,426 850,872 842,436
Current cost invested at beginning of year 2,491 5,554 8,436
Total accumulative construction costs at end of year 858,917 856,426 850,872
  1. The value does not include the value of the floor in which the Company's offices are located, presented under the fixed assets item. The value of the said floor in which Company's offices are located is NIS 63 million.

  2. Total construction costs for the company's offices floor are NIS 40 million and presented under fixed assets section.

For the year ended
Parameters 31.12.2024 31.12.2023 31.12.2022
Revenues:
From rent 108,053 101,728 92,713
Costs (income):
Management, maintenance and
operating
(1,590) (971) (776)
NOI 109,643 102,699 93,489

Breakdown of projected revenues after averaging in respect of signed lease contracts (NIS in thousands)

2025 2026 2027 2028 2029 onwards
Rent 97,041 79,271 37,169 17,207 9,830

This section includes forward-looking information as per the meaning of this term in Section 32a of the Securities Law, 5728-1968. The information refers to the data that exists and is known to the company on the day this report is published in relation to the expiration dates of the current lease agreements. The information may change due to factors beyond the company's control, such as the termination of lease agreements due to a violation or due to financial difficulties of tenants that may cause a violation or termination of the lease agreements

35 Periodic Report 2024

AMOT INVESTMENTS STRONG TOGETHER.

Set forth below are primary data regarding the very material property (NIS in thousands)

The data presented below do not include the floor in which the Company's offices are located, which is presented under the fixed asset item in the financial statements.

For the year ended
Parameters 31.12.2024 31.12.2023 31.12.2022
The value determined 1,773,625 1,701,065 1,644,958
Identity of appraiser Conforti Raviv, Real
Estate Appraiser
Conforti Raviv, Real
Estate Appraiser
Conforti Raviv, Real
Estate Appraiser
?Is the appraiser independent Yes Yes Yes
Is there an indemnification agreement
?in place
Yes. Only
indemnification
regarding the
incorrectness of
documents or
information provided
by the Company
Yes. Only
indemnification
regarding the
incorrectness of
documents or
information provided
by the Company
Yes. Only
indemnification
regarding the
incorrectness of
documents or
information provided
by the Company
The appraisal is valid as of 31.12.2024 31.12.2023 31.12.2022
Appraisal model Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Rentable area (square meters) 54,647 54,647 54,647
Parking lot 22,600 22,600 22,600
(%) Occupancy rate 1 1 1
Average rent per square meter (NIS) 148 143 131
Representative NOI (NIS in
thousands)
106,759 101,957 98,242
Discount rate 6% 6% 6%
Sensitivity analysis
Average rent per square meter
NIS 155 per square meter NIS 150/
square meter in 2023 and NIS 137/
(square meter in 2022
1,853,791 1,779,221 1,720,925
NIS 141 per square meter NIS 136/
square meter in 2023 and NIS 124/
(square meter in 2022
1,693,460 1,622,909 1,566,243
Discount rate
increase 0.25% 1,703,323 1,633,685 1,579,705
decrease 0.25% 1,770,620 1,774,282 1,715,875

36 Periodic Report 2024 AMOT INVESTMENTS STRONG TOGETHER.

Purchase and sale of rights in income-generating properties by main uses (in millions of NIS)

Area Parameters For the year ended
31.12.2024 31.12.2023 31.12.2022
Offices Number of properties purchased in the period 3 - -
Cost of properties purchased in the period 190 - -
Projected NOI of properties purchased in the period 10.4 - -
Area of properties purchased in the period
(thousands of square meters)
9 - -
Retail Number of properties purchased in the period 1 - -
Cost of properties purchased in the period (1) 10 - -
Projected NOI of properties purchased in the period 0.3 - -
Area of properties purchased in the period
(thousands of square meters)
0.5 - -

Purchase and sale lands by main uses (in millions of NIS)

Area Parameters For the year ended
31.12.2024 31.12.2023 31.12.2022
Offices Number of lands purchased in the period (2) 1 - -
Cost of land purchased in the period 159 - -
(Area of lands purchased in the period (dunam) 1.5 - -
Logistic Number of lands purchased in the period 3 - -
Cost of land purchased in the period (1) 267 - -
Area of lands purchased in the period (dunam) 7 - -
  1. Not including transaction costs.

  2. 50% of the land was sold to a partner in ToHa project.

2.2.7 Corporation-Level Adjustments

In the chapter "Description of the Corporation's Business", the data displayed in tables is based on data taken from the Company's expanded consolidated statements. Expanded consolidated financial statements of the Company are statements presented based on the IFRS rules, with the exception of the implementation of "IFRS11 Joint Arrangements", which has been implemented retroactively regarding reporting periods starting on January 1, 2013; i.e., investments in investee entities displayed based on the book value method, which, prior to the standard's implementation, were treated under the relative consolidation method (due to there being a contractual arrangement for joint control), neutralized and calculated by means of a relative consolidation of the investee companies.

Consolidated (in thousands of NIS) as of
31.12.2024 31.12.2023
statement of financial position – table 2 Adjustment of fair value of investment property to values as per the
Presentation in directors'
report on the state of the
corporation's affairs
Total investment property from income
generating properties in Israel
17,294,792 16,908,590
Classification of income-generating
properties owned by jointly controlled
companies to investment on equity
(584,617) (575,116)
basis
Sorting properties held for sale
0 (177,825)
Presentation in the statement
of financial position
Investment property" item in the"
statement of financial position
16,710,175 16,155,649
the statement of comprehensive income – table 3 Adjustment of NOI from income-generating properties to values as per
Presentation in directors'
report on the state of the
corporation's affairs
Total NOI from income-generating
properties
1,045,746 1,012,989
Adjustments Operating expenses that cannot be
directly allocated to a specific asset
(10,684) (13,468)
NOI in respect of properties classified
to assets under construction and still
generate income
7,651 4,885
Classification of NOI in respect of
income-generating properties owned by
jointly controlled companies presented
by the equity method (before equity
(34,569) (37,064)
Presentation in the statement
of comprehensive income
earnings)
The "Income from renting out and
operating of properties" in the
statement of comprehensive income
1,008,379 967,342
Adjustment of revaluation gains from income-generating properties to
values as per statement of comprehensive income – table 4
Presentation in directors'
report on the state of the
corporation's affairs
Total revaluation income from income
generating properties
547,432 251,337
Classification of revaluation losses
(gains) in respect of income-generating
properties owned by jointly controlled
companies presented by the equity
method (before equity earnings)
4,640 (6,615)
Presentation in the statement
of financial position
The "Adjustment of fair value of
investment property and gain from
disposal thereof" item in the statement
of comprehensive income
552,072 244,722

38 Periodic Report 2024 AMOT INVESTMENTS

2.2.8 Events After the Balance Sheet Date

See page 85 on the board of directors report.

2.2.9

Management and Operating of Properties

In 2021 the Company began Independently managing all of the relevant properties which it wholly owns, through a management company which it owns. In 2022, the Company began to expand the array of services offered to its customers. In some of the properties, management is performed on a fixed cost basis, while in others, based on a fixed margin (up to 15% + cost). Operational management includes, inter alia, preparation of activity budgets and following up on their implementation, operation of the building administration, security, cleaning, preventive maintenance, monitoring for malfunctions, insurance, municipal tax, and all other issues which are managed by the management company vis-àvis the various authorities. The activity also includes sending billing notices to customers, collection, preparing balance sheets, managing the set of accounts between the Company and its suppliers and customers, conducting tenders, legal affairs, public relations and advertising.

2.2.10 Assets With Development Potential

The Company has several assets with development potential – for more information on this subject, see page 84 of the directors' report on the state of the corporation's affairs.

The TA/5000 plan

The TA/5000 plan, a valid comprehensive local outline plan applicable to the entire municipal area of the city of Tel Aviv-Jaffa is designed to outline a long-term urban planning policy. A comprehensive plan determines how the city is developed, divided into zones with different land zoning, maximum building volumes, building height limits, conservation areas and areas for increased development. The plan recommends future levels of development matching the expected growth in population and the increase in the employment market by 2025. A comprehensive plan cannot be used as the basis of a permit application. A comprehensive plan establishes guidelines for preparing a local outline plan (specific urban zoning plan with local authority), by virtue of which building permit applications may be submitted. A comprehensive plan does not confer rights and does not create a liability for betterment surcharges. In some of the Company's properties which are located within the plan area the Company promotes a local urban zoning plan compatible with TA/5000.

39 Periodic Report 2024 AMOT INVESTMENTS

COMPANY'S BUSINESS CHAPTER 3

GENERAL INFORMATION ABOUT THE AREA OF ACTIVITY 3.1

3.1.1

Area of activity's structure and changes there in

See section 2 above.

3.1.2

Legal and regulatory restrictions and special constrains applicable to the area of activity

The Company's activity in the field of real estate is subject to the real property laws and to the laws concerned with planning and construction, the laws of competition, the laws of protection of privacy, licensing, land taxation, municipal taxation, the laws of safety at work, accessibility and environmental protection laws (see also Section 3.11 of the statement).

3.1.3

Changes and developments in the scope of activity and profitability thereof

See section 2 above.

41 Periodic Report 2024 AMOT INVESTMENTS

3.1.4 Critical Success Factors in the Operating Segment

The Company believes that the critical success factors in the field of income-generating real estate with a scope of activity similar to that of the Company are mainly as follows:

    1. Knowledge and experience in marketing, management and operating of the properties.
    1. Financial stability of renters and the nature of collaterals
    1. Financial stability that enables receipt of financing under good terms and investment of the required equity.
    1. Knowledge and experience in initiating, planning and building properties
    1. Identifying profitable transactions and business opportunities in the market, and the ability to respond quickly to such opportunities.
    1. Geographical distribution of investments.

The Company believes that the critical success factors in the assessment of investment opportunities are a combination of the following relevant criteria:

    1. The location of the property, including access roads to the property, its visibility and its betterment potential (refurbishment and expansion of the property).
    1. Economic, demographic, regulatory and other aspects, both on the local and on the regional level.
    1. Competition by similar properties, including projected future competition.
    1. Level of demand and supply of similar properties, terms of the rental agreement including the current rent compared with market terms and the potential to increase the rent.
    1. Current structure of the property's expenses and the potential to increase its operating profit.

The Company believes that the critical success factors in real estate development are mainly as follows:

    1. Cost of construction inputs, Including financing costs.
    1. Duration of construction work.
    1. Meeting legal requirements regarding various planning, building and environmental issues (nuisances, underground and above-ground pollution, toxic waste, etc.) and meeting the costs they involve.
    1. Using special technologies/green building.
    1. Use of special technologies/green construction

3.1.5 Barriers to Entry and Exit

In this area of activity there are no formal entry and exist barriers. However, as a general rule, this market is impacted from supply and demand during transition periods between excess supply or excess demand. In view of the special nature of this field of activity, market players should be financially stable and have access to funding sources. Furthermore, knowledge and experience in critical success factors of this area of activity are also required. Exiting this area of activity is not flexible and disposal of investments may take a long time since the ability to dispose of properties depends, among other things, on their location and physical condition and on the market conditions and the general economic and security environment See in this context what is mentioned in section 2 regarding the description of the economic environment and the influence of external factors on the company's activities.

3.1.6 Structure of Competition in the Area of Activity and Changes Therein

See Section 3.3 below.

MARKETING 3.2

Marketing is performed through several major, regionally focused channels, including activity in various media: digital media, through segmental and effective management; written media in the press, including the use of public relations and content articles, billboards, use of the Company's properties for advertising purposes, etc. It should be noted that before using any marketing communication channel, an analysis of the activity's effectiveness and profitability is conducted. The marketing department also employs several marketing and property managers who are responsible for managing and marketing the Company's properties, while identifying new customers and/or deepening the activity vis-àvis existing customers who are interested in continuing to grow within the Company's properties. The Company also operates various agents, located throughout the country, as well as brokers operating vis-à-vis international corporations. The variety of different marketing channels give the Company robustness and independence of any single marketing channel, and the loss of any one of them would not adversely affect the Company's business activity.

43 Periodic Report 2024 AMOT INVESTMENTS

COMPETITION 3.3

The Israeli cash-generating real estate market is characterized by a high level of competition stemming from a large number of companies engaged in the acquisition, initiation, development, renting out and betterment of real estate assets.

The Company is exposed to competition from a large number of Israeli companies engaged in the acquisition, initiation and development of rental real estate for offices, logistics and industry and commerce as well as companies engaged in renting out of real estate for offices, commerce, logistics and industry and other real estate owners in areas in which the Company's properties are located. Companies competing with Amot cannot be pointed out specifically, since competition in the field of real estate is characterized by specific competition according to the type of the property, each property's location and its occupancy level. In addition, competition focuses on areas of identifying real estate for initiation, development, construction and rental purposes and on the rental of real estate to potential customers.

Amot estimates that compared to other companies active in the field of cash-generating real estate in Israel, the scope of its activity is broad and varied. The Company is unable to estimate its market share.e advantages help the Company to deal with the intense competition in the Israeli cash-generating real estate market.

The Company believes that the main factors impacting the Company's competitive positioning are:

    1. The Company has an asset portfolio in a variety of uses, comprising: offices (48%), commerce (16%), industry and logistics (29%), 35 supermarkets (5%). The variety of uses limits the Company's exposure to fluctuations in the different markets.
    1. Most of the Company's principal properties are located in the central region of Israel.
    1. Most of the Company's properties are relatively large, allowing it to meet the needs of large renters, while adapting the property to their needs.
    1. The Company has a good reputation in the market as a reliable company in terms of meeting timetables for handing over rental properties to tenants and in terms of adapting the units and/or buildings to their needs and specifications, at any level required by the tenant.
    1. The Company's principal renters have a good reputation and are financially stable; normally, those renters rent properties for long periods.
    1. The level of maintenance and management of the Company's properties is high and provides a comprehensive and holistic response to the needs and welfare of the tenant and its employees, including, inter alia, a repair service, renovations and interior cleaning, laundry and mailing services, gyms, a conference center, and more, which provide comprehensive enjoyment of a positive customer experience. Good reputation, financial stability and the ability to secure bank funding.
    1. Positive reputation, financial strength and ability to obtain bank financing.
    1. Its abilities in the fields of initiation and development give the Company an advantage in identifying properties for development and construction and in locating properties requiring improvement that have rental potential and allow it to meet market demand.
    1. The real estate properties under construction are located in developing and high-demand areas that feature additional office and retail buildings.
    1. Taken together, the above advantages help the Company to deal with the intense competition in the Israeli cashgenerating real estate market.

FIXED ASSETS 3.4

The Company's fixed assets include the area of Company's offices, furniture, office equipment, computers, vehicles and leasehold improvements, whose depreciated costs as of 31.12.2024 was NIS 46 million.

44 Periodic Report 2024 AMOT INVESTMENTS

3.5 HUMAN CAPITAL

3.5.1

Organizational Structure and Workforce

As of the date of this report, the Company employs 179 employees, as follows:

Department Number of employees as of Number of employees as of
Management and company
headquarters
31.12.2024
56
31.12.2023
52
Project management and
completion of final works
41 26
Management and operation in
companies and malls
82 72
Total 179 150

In addition, the Company receives management services from Alony Hetz according to a management agreement (for details regarding this matter see Note 20c (1) of the financial statements).

All Company office holders are employed under personal employment agreements or under agreements for provision of services against a tax invoice. All of the Company's severance pay liabilities are covered by provisions to managerial insurance policies and by a severance pay provision.

According to the terms of the agreements, some of the aforementioned office holders are entitled to bonuses in accordance with the Company's policy as set by the Board of Directors from time to time. The Company is not materially dependent on any specific employee.

3.5.2 Options to Office Holders

For details regarding this issue, see Section 21.2.3 in Chapter D: Additional Details regarding the Corporation.

45 Periodic Report 2024 AMOT INVESTMENTS

Description of the Corporation's Business Company's Business

ADAPTATION OF RENTAL PROPERTIES 3.6

In its properties, the Company performs maintenance, renovation and adaption works for lessees, beyond the routine operation of the properties. The scope of capital expenditures (capex) required to maintain the status quo amounted to a total of NIS 26 million in 2024 (including upgrading the facing of public areas, and adaptations for lessees in properties which were occupied); a total of NIS 16 million in 2023; and a total of NIS 20 million in 2022.

In the initiation and development sector, the Company is affected by the cost of hiring the executing contractors for the projects which are initiated by the Company, and changes in the prices of raw materials (e.g., building metal, concrete and mortar), and by changes in workforce costs. The availability of foreign workers and the prices of concrete and mortar may have an effect on the Company's business affairs. Additionally, a shortage in raw materials and in workforce may delay the construction of projects and cause delays in the delivery of properties to lessees. The Company is not dependent on any particular suppliers or service providers.

For additional details on this matter beyond the above, see the provisions of section 2 for a description of the economic environment and the impact of external factors on the Company's operations.

WORKING CAPITAL 3.7

As a general rule, the Company does not extend credit to its renters; rather, it collects rent in advance in respect of one to three months. Most renters provide, prior to signing the contract, collaterals in respect of the rent and in respect of compliance with the lease contract and the management agreement. Those collaterals include: bank guarantees, debt notes, deposits, etc. Payments in arrears are dealt with by the marketing department with the support of the Company's legal counsels.

According to its December 31 2024 Expanded Consolidated Financial Statements, the Company has a working capital deficit of 701 million NIS. As of the report's publication date, the Company has cash balances of 200 million NIS. In addition, the Company has unused credit frameworks from banks and financial institutions (see page 95) that can be withdrawn immediately, an extensive cluster of signed contracts for coming years and none of the Company's assets are encumbered. Company policy is to hold unused credit frameworks in lieu of cash and deposits. In the opinion of the Company Board of Directors, in light of the above, the existence of a working capital deficit does not indicate a liquidity problem.

FUNDING 3.8

The Company finances its activity using cash flows from operating activities, capital issuances and bonds which the Company has raised from the public within the framework of prospectuses and shelf offering reports, and bank credit. In 2024, the Company raised an amount of NIS 555 million by expanding series of exchange-traded bonds and bank loans. Concurrently, the Company paid an amount of NIS 647 million in bonds and bank loans.

In December 2024, the Company exchanged ILS 500 million nominal value of Bonds (Series D) (constituting 48% of total Bonds (Series D) in circulation) in consideration of ILS 574 million nominal value of bonds (Series I) by way of an exchange offer. The exchange rates of the Bonds (Series D) determined by tender is 1.148. The Bonds (Series I) bear effective index-linked interest at a rate of 3.5% and have an average of duration of approximately 8.8 years. Additionally, at the same time, the Company exchanged ILS 107 million nominal value of Bonds (series E) (constituting 25% of total Bonds (Series E) in circulation) in consideration of ILS 105 million nominal value of Bonds (Series J) by way of an exchange offer. The exchange rate of the Bonds (Series E) determined by tender is 0.976. The Bonds (Series J) bear an effective index-linked interest at a rate of 3.2% (following the effect of a hedging transaction) and have an average of duration of approximately 7.9 years.

46 Periodic Report 2024 AMOT INVESTMENTS

3.8.1

Set forth below is a breakdown of the Company's loans balance as of 31.12.24

Balance as of Nominal interest as Effective interest
31.12.2024 of 31.12.2024 31.12.2024
In thousands of NIS % %
Banking sources
Index-linked 738,537 0.79 0.79
Non Index-linked 15,599 p+1.2% p+1.2%
Linked to the dollar 8,440 LIBOR + 2.80 LIBOR + 2.80
Total banking sources 762,576 1.0 1.0
Index-linked non-banking sources (1) 9,097,927 1.5 2.0
Non-banking sources – unlinked to the
index – bonds bearing NIS interest
61,355 2.9 2.9
9,921,858
Balance of bonds premium and other (427,820)
Total 9,494,038 1.5 1.9
Less – cash and cash equivalents (303,142)
Net financial debt 9,190,896

Set forth below are expected repayments by years

Repayment year 2025 2026 2027 2028 2029 2030 and Total
thereafter
Balance of 786,787 620,658 964,923 964,923 1,764,612 4,819,955 9,921,858
repayable principal
  1. Including hedging transactions.

3.8.2 Credit Rating

The solvency of the Company and of the Company's bonds are rated Aa2, stable outlook by Midroog Ltd. (hereinafter: "Midroog"), and ilAA, stable outlook, by Maalot S&P the Israeli Securities Rating Co. Ltd. (hereinafter: "Maalot"). During the last three years, no changes were made to the ratings of the Company or of the Company's bonds by either of the rating companies, Midroog or Maalot.

3.8.3

Credit Facilities and Bank Funding

For information about this issue, see Note 10 C(1) of the financial statements.

3.8.4

Pledges

For information about this issue, see Note 13 B of the financial statements.

3.8.5

The External Appraisal (1)

The Eng. Joseph Sarnitzky Ltd. appraisal firm is one of the leading and oldest appraisers in Israel and has over 60 years of cumulative experience in the fields of appraisal and valuation. The firms currently consists of a staff of 15 appraisers headed by Joseh Sarnitzky and Ron Sarnitzky.

The rate of properties appraised by the Sarnitzky firm constitutes, as of December 31 2024, 55% of the value of the investment property in the Company's balance sheet, and therefore meets the definition of a highly material appraiser in accordance with Legal Staff Resolution 105-30 of the Securities Authority as of July 22 2015. Mr. Sarnitzky's fees were not stipulated on the results of the valuations or on the Company's performance. The appraiser was given an indemnification commitment limited to the data provided by the Company. The Company chose to engage with Mr. Sarnitzky due to his extensive experience and professionalism in the field of cash-generating real estate in Israel, which grants him the skills he needs to determine the fair value of the Company's assets.

Joseph Sarnitzky, Engineer, with a scientific certification in construction engineering from the Technion in Haifa (1960), a construction engineering degree (1963), certified land appraiser (1970), certified mediator (2002), Chairman of the Academy for the Research and Implementation of Land Appraisal in Israel. Served as a member of the Appraisers' Council and Chairman of the of Israeli Land Appraisers Bureau (1983-1990). Founder of the Land Appraiser Certificate Studies Program at Tel Aviv University. Served as a lecturer and member of the Steering Committee. Since 2003 he has served as Chairman of the Israeli Real Estate Appraisal Research and Implementation Academy, Certificate no. 001.

Ron Sarnitzky has a B.A. and Master's in Law from England. Attorney's license no. 17882, Member of the Israeli Bar Association. Since 1998 certified Land Appraiser no. 696 and member of the Bureau of Israeli Land Appraisers. Since 1999 has been acting manager of the Eng. Joseph Sarnitzky Ltd. appraisal firm.

The Conforti Raviv & Goldenberg firm currently consists of a team of 9 appraisers. The firm was established in 2010.

The rate of properties appraised by the Conforti firm constitutes, as of December 31 2024, 26% of the value of the investment property in the Company's balance sheet, and therefore meets the definition of a highly material appraiser in accordance with Legal Staff Resolution 105-30 of the Securities Authority as of July 22 2015.

The Conforti firm's fees were not stipulated on the results of the valuations or on the Company's performance. The appraiser was given an indemnification commitment limited to the data provided by the Company.

Rafael Conforti, certified land appraiser since 1995, has a B.A. degree in economics, graduate of certificate studies at the Land Appraisal and Management Department.

  1. details pursuant to Section 2 of the Third Addendum to the Securities Regulations (Periodic and Immediate Reports, 1970)

3.8.6 Reportable Credit

As of December 31, 2024, the Company did not have any material loan agreement or material credit which constitutes reportable credit, as defined in legal position 104-15, dated October 30, 2011, aAs updated from time to time ("reportable credit position"), with the exception of the bonds (series 6), bonds (series 7) and bonds (series 8) which are material loans in accordance with the reportable credit position and with the exception of the bonds (series 4), bonds (series 5), bonds (series 9), bonds (series 10) and a loan from a bank in the amount of approximately 563 million NIS, which are loans with a substantial cross violation clause (as defined in the reportable credit position). For additional details, including the company's compliance with the grounds for immediate repayment of the company's negotiable bonds as well as the loan from the bank (which includes the same grounds), see Appendix D to the board of directors' report and note 14 in the company's consolidated financial statements.

For details about the company's loans and credit frameworks that do not constitute reportable credit, see section 3.8.1 of the chapter describing the corporation's business.

3.8.7 Regulatory Consequences

See section 3.11.

AMOT GIV'ATAYIM

49 Periodic Report 2024 AMOT INVESTMENTS

3.9 TAXATION

3.9.1

Summary of Tax Laws Applicable to the Company

For information about this issue, see Note 12 H of the financial statements.

3.9.2

Tax Assessment

For details regarding the tax assessment agreement of the Company's for the years 2016-2019, and of consolidated companies for the years 2019-2022, see Note 12H to the financial statements.

3.9.3 Material Assessments Discussions

None.

50 Periodic Report 2024 AMOT INVESTMENTS

ENVIRONMENTAL RISKS AND MANAGEMENT THEREOF 3.10

This section includes forward-looking information as per the meaning of this term in Section 32a of the Securities Law, 5728-1968. Such information includes, inter alia, forecasts, goals, evaluations and estimates pertaining to future events and/or matters, the realization thereof is uncertain and outside the Company's control, and is based solely on the Company management's subjective point of view and assessments, which are founded, inter alia, on the analysis of general information known to the Company management, including its competitors' market evaluations, statistical data published by various bodies and authorities, professional publications, public releases, the Company's activities, as well as developments in the general environment and external factors that affect the Company's activities, which are impossible to predict in advance and are outside the Company's control. Therefore, the Company's assessments may not be realized should any changes occur in the parameters and estimates that the Company based them on.

3.10.1

    1. The Company, as the owner and/or lessee and/or developer and/or the manager of real estate properties, may be found legally liable for legal violations, including under real estate law, planning and construction law, environmental law, business licensing law, work safety law, antitrust law and tort law, for violations of the law in the event that the violation took place within the boundaries of land in its possession and/or land it leases.
    1. Within the framework of its activity the Company is required, among other things, to meet the terms and requirements of the Planning and Construction Law, 1965, including the Planning and Construction Regulations (Permit Requests, Conditions and Fees), 1970, the Planning and Construction Regulations (Environmental Impact Surveys), 2003 and so on, among other things within the framework of approving outline plans, building permits, various licensing procedures in accordance with planning and construction law and performing construction and establishment works. The Group companies are responsible, by virtue of being owners or lessees of land, under certain circumstances, in accordance with the law, for upholding environmental protection laws, including in accordance with the Water Law, 1959, the Business Licensing Law, 1968, the Hazard Prevention Law, 1961, the Watr and Sewage Corporatiojn Rules (Factory Waste Flowing in to Sewage System), 2011, the Cleanliness Law, 1984, the Equal Rights for People with Disabilities Law, 1998 and its regulations and more. Significant tightening of the regulation described above may have a material impact of the Company's business results and the scope of expenses required for them.
    1. Note that over the course of recent years there has been a significant increase in environmental activity in Israel and around the world, which has been expressed, among other things, in supervision and enforcement by environmental bodies and environmental organizations. This trend is expected to continue in coming years. The Company has been investing significant resources in ensuring its compliance with environmental law applicable to it and is acting to prevent and minimize the environmental risks that may be derived from its activity and the activity of its tenants. Company policy is to comply with legal provisions and requirements, including environmental law, as well as the requirements of the various supervising bodies. For this purpose, the Group employs professional environmental consultants that help it and accompany it in construction processes in projects in development and in utilizing its existing properties. Within the framework of the corporate responsibility plan, the Company is also active voluntarily, and above and beyond legal requirements, regarding various environmental aspects. For further details see everything detailed in this context on Page 68 of the Corporation's Board of Directors Report as well as in the "Sustainability, Society and Environment – ESG" report published by the Company.
    1. Energy efficiency, green construction and LEED standard the Company is performing an array of actions for the reduction of greenhouse gas emissions (mitigation) and is implementing environmental management standards, including implementation of strict construction standards such as LEED and BREEM for management of the field of environmental protection and it is currently active in all of its development projects in accordance with this policy. The Company is also active in promoting environmental issues through energy efficiency projects and renewable energy projects at sites in its possession, both in existing properties and in properties under development. For further details see everything detailed in this context on Page 68 of the Corporation's Board of Directors Report as well as in the "Sustainability, Society and Environment – ESG" report published by the Company.

ENVIRONMENTAL RISKS AND MANAGEMENT THEREOF 3.10

3.10.1

    1. Implementation of advanced technologies and environmental innovation in building and operating the properties the Company recognizes the importance of reducing the environmental impact of the Company's activity, and therefore it is working, promoting and bringing advanced construction technologies to Israel as well as employing environmental innovation in construction and operation expressed in technological systems that allow, among other things, thermal an acoustic insulation in buildings, the entrance of the maximum amount of natural light into the structure without direct solar radiation, recycling condensed AC war and reusing them for irrigation systems and filling toilet tanks, recycling irrigation water and storing aboveground runoff water for irrigation purposes, encouraging the use of recycled materials, installing advanced systems for treating fresh air and more, as detailed on Page 68 of the Corporation's Report of the Board of Directors as well as in the "Sustainability, Society and Environment – ESG" report published by the Company.
    1. The Company recognizes the critical importance of identifying, assessing and managing material environmental and climate risks, inasmuch as they exist, as part of the Company's comprehensive risk management process. As a direct continuation of the Company's activity in this field to date and as part of the Israel business sector's engagement with the climate crisis and the increasing need to develop an advanced management interface for managing environmental and climate risks, the Company has decided to formulate a lateral internal enforcement plan in the field of environmental and climate risk management through the Company's legal counsels, who specialize in environmental law, and with the accompaniment of environmental consultants. The plan was designed to ensure that the Company's activity is carried out in accordance with environmental regulation and to reduce exposure to environmental risks. This plan shall include, among other things, identifying environmental risks and risk the Company is exposed to as a result of climate change, which may have a material impact on the Company (if any), mechanisms for supervising the plan's implementation, and operative procedures to prevent these risks or treat the risk emerging. The Company believes that an in-depth understanding of material climate and environmental risks faced by the Company and their management, will allow it to develop a suitable strategy for appropriate preparations, while identifying potential business opportunities in these areas, as a direct continuation of the Company's extensive activity in the field of sustainability that includes energy efficiency projects, renewable energy and green construction.

3.10.2

  1. Rental areas for mobile providers – the Company rents out areas to mobile providers for installing and operating cellular antennae and/or micro-transmitters. Per the agreements signed between the Company and the mobile providers, the responsibility for receiving the permits required under any law for establishing and operating the antennae and/or the micro-transmitters rests with the mobile providers. Additionally, the mobile providers undertake to comply with safety instructions under any law and are responsible to bear their liabilities under law and to indemnify and hold harmless the Company for any damages incurred as a result of their activities in the rented property, with the exception of damages incurred as a result of acts or omissions by the Company. Additionally, the mobile providers undertake to insure, inter alia, their liability under law for injury and/or damages that may be caused to third parties due to their activities in the rented property, with the insurance expanded to indemnify and hold harmless the Company and management companies. On the matter of the Company's responsibility under law as the owner or lessee of the land where the antennae or the micro-transmitters are installed, see Section 3.10.1(a) above.

52 Periodic Report 2024 AMOT INVESTMENTS

3.10.2

    1. Rental areas for photo-voltaic systems the Company rents out areas on roofs under its ownership to several companies for the purpose of installing and operating photo-voltaic electricity generation systems. Per the agreements signed between the Company and these companies, the responsibility for receiving the permits required under any law for establishing and operating the systems rests with the companies. Additionally, the companies undertake to comply with safety instructions under any law and are responsible to bear their liabilities under law and to indemnify and hold harmless the Company for any damages incurred as a result of their activities in the rented property, with the exception of damages incurred as a result of acts or omissions by the Company. Additionally, the companies undertake to insure, inter alia, their liability under law for injury and/or damages that may be caused to third parties due to their activities in the rented property, with the insurance expanded to indemnify and hold harmless the Company and management companies. On the matter of the Company's responsibility under law as the owner or lessee of the land where the systems are installed, see Section 3.10.1(a) above.
    1. At the time of this report, the Company is not a party to any substantial legal or administrative proceeding pertaining to the environment, to which the Company or a senior officer thereof is a party. Additionally, to the Company's assessment, at the time of this report, no events or matters exist that are related to the Company's activities and that resulted in – or is expected to result in – any damage to the environment, and thus had – or is expected to have - any substantial effect or implications for the Company.
    1. The Company's policy on managing environmental risks is managed under its overall risk management policy, focusing on actions to minimize possible negative effects on the Company's activities. Risk management is primarily conducted by the Company management by means of regular follow-up of regulatory developments concerning the Company's actions, including in the area of environmental risks. In light of the fact that most of the Company's properties are rented out to office and/or commercial businesses (not in the areas of food and/or industry), the Company's management does not foresee any substantial exposure for the Company in the environmental area due to these properties.
    1. At the time of this report, no amounts were ruled on nor were any substantial provisions recognized in the financial statements, and no other environmental costs were applicable to the Company. For more information, see page 67 of the corporation's board of directors' report, Corporate Sustainability and Environment - ESG.

3.10.3

As of the date of this report the Company is not a party to any material legal or administrative proceeding relating to the environment, to which the Company or any of its senior office holders is a party. Furthermore, in the opinion of the Company, as of the date of this report there is no event or matter relating to the Company's activity that caused or is expected to cause damage to the environment and therefore had or is expected to have an impact or material impact on the Company.

3.10.4

The Company's environmental risk management policy is conducted pursuant to its general risk management policy, and focuses on activities that mitigate any possible adverse effects on the Company's activity. Risk management is mainly conducted by Company's management, while regularly monitoring regulatory developments pertaining to the Company's activity, including in the field of environmental risks. In view of the fact that most of the Company's properties are rented out to office and/or retail businesses, (not in the food and/or industrial fields), Company's management does not predict material exposure to the Company in terms of environmental issues in respect of these properties.

3.10.5

As of the date of this report, no amounts were ruled and no provisions were recognized in the financial statements and there were no other environmental costs applicable to the Company.

For additional information, see page 67 in the report of the corporation's board of directors, Sustainability and Environment - ESG.

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RESTRICTIONS AND SUPERVISION OF THE COMPANY'S ACTIVITIES 3.11

3.11.1

Applicability of Different Laws

The Company as such is subject to the provisions of the Companies Law, 1999, and to regulations promulgated thereunder. Since the Company is a "reporting corporation" it is also subject to the provisions of the Securities Law, 1968 and to regulations promulgated thereunder. The Company's activity in the field of real estate is also subject to the provisions of the land laws, laws relating to land taxation, municipal taxation, business licensing, planning and building laws, environmental laws, accessibility to people with disabilities, enforcement of labor laws, including in connection with employment of service contractors in the fields of security and cleaning, privacy protection laws, competition laws, work safety laws, etc.

3.11.2

The company's environmental risk management policy is conducted within the framework of its general risk management policy and focuses on actions to minimize possible negative effects on the company's activities. Risk management is mainly carried out by the company's management through regular monitoring of the regulatory developments concerning the company's activities, including also in the field of environmental risks. In light of the fact that most of the company's assets are leased to office and/or commercial businesses (not in the food and/or industry fields), the company's management does not foresee any significant exposure to the company in the field of environmental quality regarding these assets.

3.11.3

The Promotion of Competition and Reduction of Concentration Law

On December 11 2013, the Promotion of Competition and Reduction of Concentration Law, 2013 was published (in this section the "Concentration Law" or the "Law"), by virtue of which in December 2014 the Concentration Reduction Committee published for the first time a list of concentrated groups in Israel, a list of the significant non-financial corporations and a list of significant financial entities. In the Committee's latest publication on record of 23.2.2020, the Company and its subsidiaries were listed both in the list of concentration groups and in the list of significant nonfinancial corporation, since the Company is a subsidiary of Alony Hetz Properties and Investments Ltd.

Since November 26th, 2019 the Company's controlling shareholder, Alony Hetz, has been a company without a control core, and therefore, from that date onwards, the Company ceased being a "second tier company", as this term is defined in the Centralization Law.

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MATERIAL AGREEMENTS 3.12

For information on this matter, see Note 6 of the financial statements.

LEGAL PROCEEDINGS 3.13

For information on this matter, see Note 13 of the financial statements. For purposes of this Section 3.13, a legal proceeding is considered to be material, regardless of whether it was filed by the Company or against the Company, if the amount claimed, excluding interest and expenses, exceeds 10% of the Company's current assets on a consolidated basis, i.e., app. NIS 39 million as of December 31 2024. As of the date of this report, there are no substantive legal proceedings in the company.

TARGETS AND BUSINESS STRATEGY 3.14

See page 71 of the board of directors report below.

PROJECTED DEVELOPMENT IN THE FORTHCOMING YEAR 3.15

The Company will continue developing its business, identifying opportunities for the acquisition of revenue-generating properties for leasing purposes, with an emphasis on the logistics sector, and will continue its initiation, development and construction activities in Israel in the field of revenue-generating properties in Israel.Regarding the Company's intent to realize yielding properties as part of the process of optimizing the asset portfolio, see above.

The information provided above in this section constitutes forward looking information (see comment at the heading of this report above). The Company has control over any offers and new business initiatives which the Company may be offered to join.

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MATERIAL EVENTS IN THE COMPANY 3.16

See chapter 2.2.8 on this report.

GEOGRAPHICAL SEGMENTS 3.17

None.

RISK FACTORS 3.18

The Company estimates that the Company is exposed to a number of primary risk factors deriving from the economic environment and from the Company's characteristics.

The information on the risk factors the Company is exposed to constitutes forward-looking information, as defined in the Securities Law. The Company's expectations in this regard are based, among other things, on past experience, the Company's familiarity with the markets in which it is active and its estimates regarding the economy's economic development in general and that of the Company in particular. The Company's estimates regarding the above risk factors including their impact on the Company's business constitutes forward-looking information, as this term is defined in the Securities Law, based on information existing at the Company as of the report date, and includes an assessment of the Company. The impact of the realization of a certain risk factor may vary from the Company's estimates, among other things due to factors not necessarily under its control. Furthermore, the Company may be exposed to additional risk factors in the future, and the impact of each such risk factor, if realized, may differ from the Company's estimates. Notwithstanding the above, it should be noted that the company's activity is characterized by a large number of tenants and geographical dispersion, characteristics that allow the company to reduce its exposure to changes in a certain area or to the activity of a specific tenant.

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3.18.1

Macro-Economic and Financial Risk Factors - Discussion of Risk Factors

Macro-economic risk factors

For details on the possible impact of the economic environment and geopolitical events on the Company's activity, including the possible impact of the government's policy to advance a plan for making material changes to the legal system, see the Economic Environment Chapter above.

Security situation – For more information regarding the impact of the Iron Swords War on the Company's activity, see the chapter "Economic Environment" hereinabove, as well as the provision of the section "The Business Environment" in the board's report on the state of the corporation's business.changes and downturns in security and political conditions may influence the Company's activity and hurt its business results, as a result of harm to demand for rental spaces, shortage of personnel in the construction industry, increased costs and so on.

Financial risk factors

A. Risks relating to the Israeli economy

The company's business in the field of real estate in Israel is affected, among other things, by the growth rates in the Israeli economy and the per capita consumption rates, which affect the demand for the company's yielding real estate areas and the stability of its tenants and their ability to meet their obligations to it. In this context, see also what was said in the chapter "General Environment" in this report above. The worsening of the economic situation of the Israeli economy, among other things due to the continuation of the war, its escalation to additional fronts, the involvement of additional countries in it, and their possible effect on the financial markets and in addition possible global effects, may have a negative effect on the real estate market in Israel and therefore may affect the results of the company's activities.

B. Interest risks

Changes in interest rates in Israel and long-term increases in interest rates in the economy and in the terms of the financing bodies for providing credit may affect the Company's financing expenses and its existing liabilities. The Company's real estate activity requires large sources of financing and the ability to roll over debt from time to time. An increase in the cost of raising debt from banking and other sources (including the capital market) may lead to a deterioration in the cost of financing the Company's current activities and lead to a loss in its financial results. In addition, the value of the Company's assets may be affected by changes in interest rates, so that if interest rates increase, the required return on the assets will increase and the value of the asset may decrease and vice versa. Changes in the variable interest rate in Israel may affect the Company's results (profit and loss)/profitability.

C. Changes in inflation rates

    1. The Company has loans and bonds which are linked to the Israeli consumer price index and which were used to fund the purchase of the Company's income-generating real estate assets. The Company has a material exposure to changes in inflation rates in Israel.
    1. Company's revenues from rent and management fees are linked to the consumer price index.
    1. In view of the fact that the vast majority of the financial obligations taken by the company are linked to the index Consumer prices, as well as its revenues, an increase in inflation will cause an increase in the company's financing expenses and the scope of its obligations, but on the other hand, an increase in its revenues will be recorded, which can lead to a positive revaluation in the company's assets in a way that will reduce the negative impact on the company's results.
    1. Changes in the construction input index An increase in the price of construction inputs may have a material impact on the Company's contracting prices with subcontractors and the costs of raw materials for construction. Therefore, the Company may be exposed to negative effects in the event of a change in this index.

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3.18.1 Macro-Economic and Financial Risk Factors - Discussion of Risk Factors

Financial risk factors (cont.)

D. Cybersecurity risks

In its activities, the Company makes use of computer systems and computerized databases for ongoing management. Additionally, the Company's properties operate computerized operation and control system (hereinafter, collectively: "Technology Systems"). The computerized databases contain both confidential information and data on the Company's business operations, and personal information pertaining to the Company's employees and/or clients and/or visitors to its properties. Naturally, the Technology Systems may be exposed to information security events and cybernetic (cybersecurity) incidents including breach or disruption of the systems' functionality and proper use, data breach and the seizure, encryption, or disclosure etc. thereof of the purpose of unauthorized use of the information and/or for ransomware purposes, under the scope of targeted attacks, network-based and application-based distributed attacks, "malicious code" etc. Information security events, including attempted events, pertaining to the Technology Systems or the information stored therein, may cause direct and indirect damages to the Company. The main implications expected in such a scenario are disruption of the Company's ongoing activities and the provision of services within its properties, loss of data which may impact the management of engagements, collection, etc.; confidential data leaks; personal information leaks which may expose the Company to legal and/or regulatory procedures and to the payment of damages and/or fines, damage to the Company's reputation and monetary damages (including resources for handling information security events etc.)

In recent years, the Company has conducted a comprehensive procedure which included mapping the Company's Technology Systems and assessment of its degree of exposure to information security events and cybersecurity incidents, and the risks it may incur as a result of such events. Additionally, the Company prepared procedures outlining its manners of operation and handling such events. To conduct this procedure and for the purpose of regular updates to the procedures, including practice, the Company enlisted the aid of outside information security and privacy protection consultants. Additionally, the Company's internal auditor conducted audit works to examine cybersecurity risks and information security risks to which Company is exposed and the extents of its ability to contend with such risks. Over the past few months, the Company conducted a procedure to map out any deficiencies pertaining to the requirements of Amendment 13 of the Protection of Privacy Law 5741-1981, which will come into effect in August 2025.

Following the procedures conducted, the Company assesses that the degree of damage it may incur as a result of information security events and/or cyber attacks is not high. However, with the aid of its consultants in this area, the Company constructed a multi-annual, systemic work plan establishing a methodology for contending with cybersecurity risks and information security events, which the Company followed and continues to follow routinely, under the management of work routine management conducted at the end of the procedure to implement technological and organizational measures intended to prevent these risks, strengthen the security array and/or enable the company to contend with such risks with minimum impact. Additionally, the Company began to perform required adjustments to its procedures and in the Company's actions for processing personal information to ensure the Company's compliance with the provisions of the Protection of Privacy Law under Amendment 13. These processes and procedures are both on the level of implementation and integration of security measures in practice and on the level of the awareness of the entire organizational workforce, in order to ensure that the procedures and processes are performed, and also to attempt and prevent cybersecurity incidents resulting from the actions of the organization's employees (human error, etc.). These processes include, inter alia:

  • A procedure for handling information security events was adopted and updated, establishing in detail the conduct of various factors in the Company, with the aid of its outside consultants on this field, for handling various types of cybersecurity events, including recovery procedures, and updating the mapping documents of the Company's personal information databases, including their registration (with the Company examining the revocation of registration and/or the requirement to provide notice per the provisions of Amendment 13 to the Protection of Privacy Law).
  • A chief information security officer (CISO), an outside consultant specializing in information security, was appointed. The CISO, in collaboration with the company's Information Systems Manager, and under the supervision of the Company's management, are responsible for implementing the information security policy that the Company adopted.

3.18.1 Macro-Economic and Financial Risk Factors - Discussion of Risk Factors

Financial risk factors (cont.)

D. Cybersecurity risks (cont.)

  • Ongoing control and oversight of the quality of risk management are conducted, while striving for improvement and updates, if any are required.
  • Identification and evaluation of the risks entailed by new substantial activities and new products are performed, including engagements with new Technological System vendors.
  • The Company acts to conduct preemptive examinations of its vendors involved in information processing and/or access to its systems and databases, and to have them sign suitable confidentiality and information security appendices, etc.
  • The Company's technological information security measures were hardened, and beyond Technology Systems enabling increased protection and disaster recovery, systems were implemented to monitor anomalies in the Technology Systems, procedures regarding backups were made more strict, and the implementation of the said security measures was extended to additional to additional Technology Systems and end devices utilized in the organization – both internally and under the scope of Technology Systems within the Company's properties, to facilitate operational continuity to the greatest extent possible in case of a cybersecurity event pertaining to systems in the properties.
  • Ongoing training and controls are conducted for employees on the matter of using the information systems and the Technology Systems, as well as targeted surprise exercises to identify faults, focus procedures and generate ongoing practice for proper conduct when information security events occur.
  • Periodic reports and updates are made to members of the audit committee and the Company's internal auditor regarding the Company's activities in this area. The Company acts to examine the need to update procedures and reports to the Company Board of Directors, in accordance with the instructions of the Privacy Protection Authority concerning the responsibility and required involvement by the Board of Directors.
  • The Company's management assesses that the Cybersecurity risk management policy that the Company exercised is effective and enables it to reduce cybersecurity risks on one hand and to properly handle such risks, should they occur, on the other.
  • Over the course of the reported year, no information security and/or cyber-attacks occurred in the Company.

BEIT AMOT, HAIFA

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3.18.2 Sectoral Market Risks

Industry Risks

    1. The Company, which is largely active in the Israeli cash-generating real estate market, is exposed to risks that include changes in the demand for rental space (which also depends among other things on government policy on the marketing of land), intensifying competition in the field, drops in rental prices, increases in debt raising costs, harm to the financial fortitude of primary tenants and in their payment ability and an increase in construction input prices. An increase in offerings of office and commercial space in the Company's operating areas as well as a drop in the growth rate in the economy and in the macroeconomic data in the economy, may lead to a drop in demand for rental space in the Company's properties. Harm to the financial fortitude of the Company's tenants in light of a general downturn in market conditions and/or in a certain operating segment, may also have a negative impact on the capacity and timing of the payment of rental fees to the Company, leading to an increase in provisions to doubtful debt or to the conclusion of rental agreements and the eviction of tenants from Company properties. The combination of these risks may lead to a drop in occupancy rates in the Company's properties, to a drop in revenues from rental fees, to a drop in the value of assets and may impact the Company's monetary results.
    1. Regulatory changes in addition, the Company is exposed to possible delays in the receipt of approvals from various authorities such as building permits, business licenses and so on, and to legal and regulatory demands of various aspects connected to its activity, such as securities law, antitrust law, corporate law, planning and construction law as well as environmental protection issues. See also that detailed in Section 3.11 of this chapter above.
    1. Increase in building input prices– beyond significant changes in the Consumer Price Index and/or in the Construction Inputs Index noted above, there may be an increase in construction input prices as a result of impact in the supply chain of raw material and/or geopolitical influences that lead to an increase in the prices of various raw materials (as a result of low supply of raw materials for various reasons, extreme fluctuations in raw material prices in various markets) and/or harm to the availability of equipment and personnel as a result of a domestic and/or global crisis. These may have a negative impact on the construction costs and profitability of the Company's projects under construction and as a result, on the Company's monetary results.
    1. Development and project risks the Company has projects in the field of real estate some of which are characterized by a high level of design complexity. This activity involves, naturally, multiple risks the primary of which derive from the failure to complete projects on the date they were planned and/or failure to receive approvals from planning institutions as expected by the Company and/or that its marketing will not be compatible with the planned timetable and/or its construction costs will exceed the Company's preliminary assessments. A delay in project construction completion dates (which may lead, among other things, to an increase in the Company's financial expenses), may occur for various reasons, including failing to receive building permits by the date projected by the Company, failure to complete construction by the implementing contractor on time and so on. In addition, marketing the property may encounter difficulties due to various factors including changes in local market conditions, competition with other projects in the area and general changes in real estate trends and demand.

3.18.2 Sectoral Market Risks

Sectoral market risk Factors (Cont)

Set forth below are the risk factors described above and their impact on the results of the Company's business, as estimated by Company's management:

The extent of the risk factor's impact on the Company's activity
Risk factors Large Medium Low
Macroeconomic and financial risk factors:
State of national security X
Interest risks X
Changes in inflation rates X
Cyber risks X
Sectoral risk factors:
Changes in demand to rental properties X
Changes in rental prices X
Increase in debt raising costs X
Financial stability of principal renters X
Increase in construction inputs X
Approvals from authorities X

THE STATE OF THE CORPORATION'S AFFAIRS

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EXTENDED CONSOLIDATED FINANCIAL STATEMENTS 2024

20.6 Billion NIS

Total Investment Property

17.3 Billion NIS

Total income-generating

properties

3.3 Billion NIS

Real Estate Under Construction

8 Projects

Under construction and development. Company's share -250 sqm

4 Billion NIS

Estimated construction cost of projects under construction and development. (company's share)

1,043

NOI (Million NIS)

Average Duration

823

AFFO (Million NIS)

1.9%

Index linked weighted debt interest

174.6

FFO per share (Agorot)

98%

Unplugged Assets

1.05 Billion NIS

Credit facilities which is unutilized as of the publication date of the report

DIRECTORS' REPORT ON THE STATE OF THE CORPORATION'S AFFAIRS

For the period ended December 31, 2024

Amot Investments Ltd.'s Board of Directors is pleased to submit the financial statements of the Company and its consolidated companies (hereafter – the "Company") for the period ended December 31, 2024 (hereafter – the "Reported Period").

Description of the Company and its business environment

Amot Investments is a public company which is engaged, both directly and indirectly through corporations under its control, in renting out, management and maintenance of income-generating real estate in Israel as well as in the development of real estate for renting out purposes. The Company's share is included in the Tel Aviv 35 Index and in the Tel Aviv – Real Estate Index and EPRA indices. The Company is a subsidiary of Alony Hetz Properties and Investments Ltd. (which holds 51% of the Company's share capital).

BUSINESS ENVIRONMENT

See the Description of the Corporation's business report - chapter A of the periodic report.

AMOT GIV'ATAYIM

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INFORMATION REGARDING LEASE AGREEMENTS THAT HAVE BEEN LEASED IN THE COURSE OF THE REPORTING PERIOD

During the reporting period, 474 new contracts were signed, including option realizations and contract renewals to the sum of 192,000 sqm for yearly rental fees of NIS 197 million (a 1% increase via weighted average). The change in the finishing levels between the contracts has implications on the rate of change for rental fees per square meter.

Usage 1-12.2024 New areas leased - For the period Change in new
rent per sqm
Number of
contracts
Floor space
above ground
Average rent
per sqm prior
Average rent
per sqm new
Square
meters
NIS NIS %
Offices 252 96,182 90 89 (1%)
Logistics and
industrial
42 49,815 44 47 6%
Retail 173 37,173 117 118 1%
Supermarkets 7 8,505 122 129 6%
Total 474 191,675 1%

CAMPUS AMOT, HOLON

  • The Company signs contracts at various finishing levels.

  • The table does not include new spaces, in the matter of a rental agreement with Google in the ToHa2 project see Page 85.

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COMPANY'S ACTIVITY

As of December 31 2024, the Company's properties, owned and leased, include: 112 cash-generating properties spread out across Israel with a total area of 1.86 million sqm (Company's share), 1.16 sqm million of rental space and 0.7 million sqm of open storage and parking space (18,200 parking spaces). These properties are spread out across the country, with the majority of the Company's properties (90%) being located in the large cities in the center of the country and in high-demand areas. The properties are rented out to 1,790 tenants, via contracts of varying durations. In addition, the Company has 5 projects under construction to the scope of 194,000 sqm above-ground space (Company's share) (Regarding the property at Beit Shemesh and property at Modiin that became a performing property, see below under "Projects Under Construction") and 3 projects undergoing planning and initiation to the scope of 56,000 sqm aboveground space (Company's share). In 2024, properties were realized for consideration of ILS 200M.

The occupancy rate of all of the Company's properties as of December 31 2024 is 92.3%(1) and as of December 31 2023 was 93.4%. The occupancy rate represents spaces for which there are signed contracts, some of which are undergoing occupation.

The following is a breakdown of the uses of the Company's cash-generating properties:

20 logistics and industrial

35 Supermarkets 5%

The following is a breakdown of the uses of the Company's by built up area:

45%

20 logistics and industrial

35 Supermarkets 3%

  1. Occupancy rate in the neutralization of a property that was classified as Mandalan in constructio is 92.8%

The Company invests a great deal of resources in social and environmental issues pertaining to its areas of operation while promoting sustainability, social and environmental aspects that contribute to the Company and its employees, to the Company's customers, to the general public and to the environment in which we live. Additionally, the Company champions maintaining the values of transparency and proper corporate governance, gender diversity and protecting the rights of its employees as one of its pillars.

The Company publishes ESG reports starting from the 2021 operating year. In June 2024 the Company published the report for activity for 2022-2023. In addition, the Company plans to update the information and publish updated ESG reports, on a periodic basis, in accordance with its commitments in these areas and its commitment to transparency with its stakeholders.

Sustainability and Social Responsibility

The Company is aware of its responsibility for the environmental impacts that derive from its operations. The necessity of handling environmental impact correctly also generates a business advantage, the reduction of risks and the creation of a trust based relationship with the community, leads to the integration of environmental considerations in the Company's array of business and managerial decisions. In addition, the Company takes action to reduce the possible negative impacts of its operations, which derive regulatory development, including in the field of environment risks.

As part of these efforts, the Company invests a great deal of resources in the social and environmental issues which are involved in its areas of activity, while promoting environmental, social, and governance considerations, which contribute to the Company and its employees, to the Company's customers, to the general public, and to the environment. The social and environmental sustainability activities being promoted by the Company fall under several categories:

Green Construction

Amot is a leader in the development, construction and management of office towers and office complexes which have been certified LEED Platinum - the highest green construction certification in the world. Certification for the standard is given by the USGBC (U.S. Green Building Council), and it is a voluntary international standard for the certification of green buildings operating in accordance with principles of environmental and social responsibility. The standard evaluates various categories, such as energy savings, use of renewable energy, efficient water use, environmental protection inside the building, and more. The standard is based on a scale of 110 points, and the final grade is given on one of four levels - Platinum (the highest rating), Gold, Silver and Certified.

Amot's office buildings provide its customers with optimal work conditions, maximum enjoyment of landscape views and natural light, significant exchange of fresh air, and many other parameters which benefit their health and improve creative thinking and productivity - all while saving energy and protecting the environment. The vision was created with the intention of providing a healthy, innovative, energy efficient and green home for companies working to change the world for the better.

Amot is a pioneer in the field of green construction. As such, the Company has worked on the development, planning and construction of properties meeting green construction standards since 2010, particularly LEED Platinum certified office towers. Amot Atrium Tower was the first tower in Israel to receive LEED Platinum certification, and the ToHa Tower later also received LEED Platinum certification. These towers joined a very limited group of buildings around the world that have met the maximum rating.

In 2021 two additional buildings were LEED certified - Amot Holon Campus, which was certified LEED Platinum, and Amot Modiin, which was certified LEED Gold. In 2023, "Campus Amot Giv'atayim" was certified LEED Platinum.

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Zero Energy Construction

As part of its role as a pioneer in the field of green construction, and in order to maintain its leadership in the area, the Company decided to build the Beit HaVered project in Givatayim. The project has been completed and included renovating an old building and turning it into an innovative, green and zero-energy structure.

The Company is also currently building another zero energy office building, located near a logistics center which it built in partnership with Shufersal, located in Modiin Industrial Zone. The building was chosen by the Ministry of Energy as a case study for zero energy buildings.

Zero energy buildings are buildings which independently produce the energy that they consume. In other words, they do not consume energy from external sources, or the total energy that they produce is equal to the total energy that they require. The taller the building, the greater the challenge in making it zero energy

Reducing the Company's Environmental Impact

Amot recognizes the importance of reducing the impact caused by the Company's activity on the environment, and therefore is working, will continue working, on reducing those impacts, while meeting environmental standards and obtaining higher ratings than those usually seen in the sector. The Company promotes and introduces into Israel advanced construction technologies, such as:

"Double Skin Façade" type walls – this is a technology for the external cladding of buildings using a double glass wall with an overall thickness of more than 25 cm (which provides thermal and acoustic insulation) and an automatic shading system which tracks the sun's position and enables the maximal entry of natural light into a building without direct radiation (the system is controlled by an automatic controller).

Recycling of water from air-conditioning condensers – in the projects that are constructed by the Company, the condenser water is recycled and after treatment, they are used for irrigation systems and for filling rinsing containers.

The recycling of irrigation water and the collection of roof run-off water for irrigation – the Company promotes the execution of gardening systems, which are disconnected from the ground. These systems save irrigation water and prevent the seeping of fertilizers into the groundwater. Some of the disconnected platform systems are surplus water storage systems. The storage have increased capacity is support of the collection of part of the roof run off water.

The use of recycled materials – the Company is stringent about making use of materials with recycled content.

It is the Company's practice to routinely invest in its current properties, while placing a significant emphasis on protecting the environment in various ways, including replacing air conditioning systems with more energy-efficient and environmentally friendly alternatives (cooling gases); Replacing lighting systems with energy efficient LED lighting; Installing advanced fresh air treatment systems; Waste treatment - Amot provides cardboard recycling facilities in all of its properties, and in some relevant properties, also electronic waste collection facilities; Amot also limits the use of single-use products and the use of paper products at the Company's headquarters.

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Sustainable Transportation

As a pioneer in green construction, Amot places a major emphasis on sustainable transportation. This is expressed as early as the initiation stage, both in terms of selecting locations of projects near railroad and light rail stations and bus stops, and in terms of the design aspect of the various projects. Thus, for instance, Amot has been investing thought and resources in placing bicycle rooms in each new or renewed building, accessorized locker rooms, convenient access for bicycles and scooters and allocating parking places and charging stations for electrical vehicles. All of this is intended to create an envelope of services that is relevant to an optimal, high-quality and healthy work environment.

Encouraging the use of sustainable transportation is a significant and subject structured into Amot's activity, and is a top priority in the set of considerations taken into account when initiating and designing projects.

Advancement of Electric and Alternative Transportation Infrastructure

Amot has built a network of charging stations for electric cars in its properties across the country. In terms of Amot, this constitutes an important expansion to the basket of services it provides its thousands of customers and their workers, who will no benefit from high levels of accessibility to charging stations and attractive charging costs. Furthermore, based on the recognition of the importance of the subjects, the charging stations shall be available to the general public at a reduced cost, and not just for the towers' residents. As of the end of 2024, there are 210 charging stations at Amot's various properties. Amot undertakes to meet 100% of the future demand for installing charging stations for electrical vehicles.

Increasing Energy Efficiency

Amot produces electricity through photovoltaic systems, and uses them to provide for the needs of its customers. Amot also buys electricity from companies which produce electricity through wind turbines and solar energy.

Amot has set the goal of improving the performance of electro-mechanical systems in its properties - from upgrading and replacing air conditioning systems, which are the main consumer of the elctricity in its properties, through shading the rooftops of properties to improve thermal insulation, to installing photovoltaic systems on the rooftops of its properties. All of these measures are implemented with the intention of increasing the use of renewable energy and allowing energy efficiency.

As part of Amot's vision and the creation of infrastructure for its customers, the Company facilitates energy efficiency through the methods by which it builds its properties, and the systems which are installed therein. The energetic intensity indicator evaluates the consumption of electricity in the property relative to total aboveground area in square meters.

Contributing to the Community

The Company's donations policy corresponds to the main values which guides its activity. The Company views donations and assistance to the community in Israel as an important component to be included in all of its activities. Amot has therefore has in place an approved donations plan, continuously since 2006. The Company donates to the community in two ways - monetary donations, and volunteering for various projects. During the last two years, due to the coronavirus pandemic, the number of volunteering hours decreased significantly. However, the amount of money transferred each year to donations remained the same - NIS two million for the community. The Company has recently made a decision on increasing the monetary sum transferred to donations starting from 2024 to a total of 3.6 million NIS.

69 Periodic Report 2024 AMOT INVESTMENTS

Social Responsibility and Core Values

The Company has nailed values of transparency and proper corporate governance, diversity from among the various segments of the population and safeguarding its employees' rights, to its mast, as its core values.

The Company's employees enjoy capital remuneration with the Company allocating non-marketable option warrants, without consideration, each year, which are exercisable into shares in the Company, under preferential terms.

Throughout the Corona crisis and throughout "Swords of Iron" war, as part of its social responsibility, the Company has seen fit to maintain the size of its workforce and has avoided placing employees on unpaid leave and or dismissing them.

The Company intends to continued working in accordance with the principles of sustainability and social and environmental responsibility, in order to benefit the Company and the environment in general, by continuing to manage the environmental and social impact of its business activity, including continuing to invest resources in the adoption of plans for implementing environmental and social responsibility, implementing processes for the measurement and control of its performance in terms of environment, society and governance, creating environmental collaborations, and more.

AMOT GIV'ATAYIM

70 Periodic Report 2024

AMOT INVESTMENTS

BUSINESS STRATEGY

The company's management is guided by the motto: "Performing real estate is a long-term business" and conducts itself and makes decisions accordingly.

The company's business strategy is to expand its activity in the field of performing real estate in Israel by initiating, developing, constructing and purchasing properties, while maintaining its financial strength by means of a significant equity and a long-term debt duration, holding credit limits (usually unutilized) and non-pledged assets. All these allow the company to exhibit maximum financial flexibility, including in times of crisis, enabling it to quickly take advantage of opportunities at significant financial scopes.

The company is working to improve its asset portfolio by investing in the initiation and development of new projects characterized by excellent locations in proximity to major transportation arteries, optimal planning and quality construction. At the same time, the company intends to realize income-producing assets at an annual rate of 2%-3% of the value of the company's income-producing real estate assets, also as part of the process of improving the asset portfolio by selling assets that are not core assets or that have become less suitable for the company's business focus.

As of the date of the report, the company's performing real estate designated for offices and employment is valued at approximately NIS 8.3 billion. The company is an active developer and enhancer of office properties and possesses 7 additional properties currently under construction and development and designated for use as offices, at a scope of 235 thousand sqm (the company's part) and at a total construction cost of approximately NIS 3.9 billion (the company's part).

As of the date of the report, the company's performing real estate designated for industry and logistics is valued at approximately NIS 5 billion. In keeping with the company's business strategy and expanding and developing the logistics field, in recent years the company has purchased 8 logistics properties including lands on which logistics buildings have been and/or are to be constructed, at a total investment of NIS 2.9 billion.

To implement its business strategy, the company's management adheres to the following guidelines:

  • Managing a portfolio for a variety of designations offices, logistics and industry, commerce and supermarkets.
  • Purchasing, developing and constructing entrepreneurial properties.
  • Purchase of income-producing properties
  • Being present in central business district and on major transportation routes.
  • Maintaining a strong and diverse mix of tenants.
  • Expanding the range of services it provides to its thousands of clients and their employees
  • Observing a high standard of green construction, thereby contributing to living standards in the work environment.

BREAKDOWN OF NOI BY USES (1)

In millions of NIS

Offices

Logistics and industry

Commerce (4)

Supermarkets

Other

  1. The NOI figures do not include unattributable expenses, the total NOI, including non-allocable spending in 2024 is NIS 1,043.

  2. In 2023 impact of one-time expense including the influence of Iron Swords war relief, have led to the loss of income to the sum of 6 million NIS.

  3. During 2024, performing properties were sold in consideration of a total of ILS 200 million, a deduction of ILS 10 million from the NOI in 2024 vs. 2023

  4. 2020 and 2021 figures include effects due to covid-19 relief for a total of 84 million NIS which have been given to tenants, mainly in the shopping centers.

  5. The part of essential trade is about 33% of the total trade.

BREAKDOWN OF VALUE OF PROPERTIES BY USES

In millions of NIS

Offices

Logistics and industry

Commerce

Supermarkets

Other

  1. The table above includes the value of held properties for sale current to 31.12.23, which were sold in the beginning of 2024 for a sum of ILS 200M.

A SNAPSHOT OF COMPANY'S DATA

Extended Consolidated Financial Statements

%
Change2023/24
2024 2023 2022
NOI 4% 1,043 1,004 931
Net income 35% 919 683 1,171
FFO according to SEC aproach 1% 529 523 366
FFO according to the management
approach
2% 823 803 743
FFO per share (Agorot) 2% 174.6 170.7 160.4
Weighted shares quantity Par value
(thousand)
0% 471,304 470,076 463,438
Increase in CPI 3.4% 3.3% 5.3%

NOI

The increase in NOI compared to the corresponding period last year is a result of an increase in income from same properties.

FFO of Management Approach and FFO per Share

the increase in FFO compared to the corresponding period last year is largely a result of the increase in NOI, which was offset from the increase in real interest expenditures

Net Profit

The increase in net profit compared to the corresponding period last year is a result of fair value adjustment, net compared to the corresponding period last year, and increase in NOI .

  1. Includes an update of comparison numbers for the adjustment of option reductions following the authority's position paper on FFO

74 Periodic Report 2024 AMOT INVESTMENTS

A SNAPSHOT OF COMPANY'S DATA

Extended Consolidated Financial Statements

Cross-sectioning of fair value adjustment

Fair value adjustment is influenced by changes in the representative NOI, including the impact of the CPI on the representative NOI and changes in capitalization rates. See the cross-sectioning of the fair value in 2024 by value of properties below, divided into properties that had dropped, properties that have risen below the CPI and properties that have risen above the CPI.

December 31
2024
Value 2024
Adjustment
Rate of Change
% in
In Millions of
NIS
In Millions of
NIS
%
Value of assets with a decrease in fair value (‎1) 2,483 (98) (3.9%)
Value of assets with an increase in fair value – an
increase below the increase in CPI (2)
9,568 203 2.1%
Value of assets with an increase in fair value – an
increase above the increase in CPI (3)
5,338 245 4.6%
Other value adjustments (94)
Total value of cash-generating property 17,295 350 2.0%
  1. The decrease is a result of an increase in the discount rate/decrease in the representative noi

  2. The increase in the representative NOI which is partially offset by an increase in the discount rate

  3. The increase is as a result of an increase in NOI which represents a transition to an increase in the consumer interest index

75 Periodic Report 2024 AMOT INVESTMENTS

PRINCIPAL DATA ABOUT THE COMPANY'S PROPERTIES

Segmented by Uses

Uses Above-ground
area as of
31.12.24
NOI for the
period
1-12/24
Fair value of
income
generating real
estate as of
31.12.24
Occupancy rate
as of 31.12.24
Fair value of real
estate under
construction
Including
building rights
as of 31.12.24
Sqm NIS in thousands NIS in thousands % NIS in thousands
Office (*) 445,009 503,297 8,367,448 82.3% (1) 2,611,794
Logistics and industrial (**) 522,833 286,606 4,974,197 99.0% 427,386
Retail centers 131,104 186,074 2,834,774 96% 9,570
Supermarkets 37,694 51,378 853,394 100% -
Other 23,553 18,391 264,979 100% 267,251
Allocable and other
expenses
(3,033)
Total Above-ground (4) 1,160,193 1,042,713 (3) 17,294,792 92.3% (2) 3,316,001
Total open storage space 96,870
Total parking spaces 602,330
Total spaces 1,859,393

* During 2024, properties were realized in consideration of a total of about ILS 200m.

** In 2024, a Beit Shemesh logistics property and a property in Modi'in were classified from real estate under construction to income- producing real estate, see below under the Projects under Construction section.

1. The occupancy rate for office use, neutralizing a property classified as properties under construction, is 83.6%

2. The occupancy rate after neutralizing a property classified as properties under construction 92.8%

    1. Including non-attributable expenses
    1. includes properties under joint control which are accounted for using the equity method in the financial statements. The area does not include 18,200 parking spaces (around 65% of them covered), with an area of approximately 602 thousand square meters.

76 Periodic Report 2024 AMOT INVESTMENTS

COMPANY'S REVENUE-GENERATING PROPERTIES, SEGMENTED BY GEOGRAPHICAL REGIONS

In Millions of NIS

Greater Tel Aviv

Gush Dan Cities (1)

Other Regions (1) (2)

GREATER TEL AVIV

This region is the core of Israel's business environment, and as such enjoys both a population featuring a high socioeconomic level, maximum accessibility, well developed transportation, cultural and entertainment centers, and the core of business activity in Israel, all in a very populated city with the highest population density in the country. We consider Greater Tel Aviv (Tel Aviv, Ramat Gan and Givatayim) as cities having characteristics of the first circle of demand. The Company has many properties in this circle, including ToHa Tower in Tel Aviv, Atrium Tower in City Complex of Ramat Gan, Amot Investments Tower, Europe Tower, Amot Tower, Beit Amot Mishpat Complex, Amot Insurance House Complex, Century Tower, Campus Amot Givatayim.

  1. During 2024, properties were realized in consideration of a total of about ILS 200m.

  2. At the end of the first quarter of 2024, the Beit Shemesh logistics property was reclassified from real estate under construction to income-producing real estate, see below under projects under construction.

CITIES IN WHICH THE COMPANY HAS PROPERTIES BY DEMAND RINGS

The company deals directly and indirectly through corporations under its control in the management, rental, maintenance, initiation and development of income-producing properties in Israel. The company owns 112 properties, with a total area of 1.86 million square meters, approximately 1.16 million square meters of rental space and approximately 0.7 million square meters of open storage and parking space. 48% of the value of the yielding properties are offices, 29% logistics and industry, 16% Commerce, 5% supermarkets, and 2% others. These assets are scattered throughout the country, with most of the company's assets (90%) located in the large cities in the center of the country and the demand areas. The properties include office and high-tech buildings, logistics parks and industrial centers, shopping malls, shopping centers, supermarkets and major bus stations. In total, the company owns assets with a total value of approximately NIS 20.6 billion. The properties are rented to 1,790 tenants, with an occupancy rate of about 92.3% (excluding a property that was sold in 2024 from properties under construction, the occupancy rate is 92.8%). Most of the company's assets are located in the centers of major cities in the center of the Israel and in areas of demand.

TEL AVIV METROPOLIS GUSH DAN CITIES OTHER REGIONS

Tel Aviv
Ramat Gan
Givatayim
Netanya
Herzliya
Kfar Saba
Ra'anana
Rosh Ha'Ayin
Petah Tikva
Kiryat Ono
Holon
Rishon LeZiyon
Bat Yam
Lod
Beit Dagan
Tzrifin
Hadera
Caesarea
Or Akiva
Rehovot
Jerusalem
Modi'in
Shoham
Ashdod
Rosh Pina
Zefat
Kibbutz Alonym
Maalot
Nahariya
Karmiel
Akko
Krayot
Haifa
Ashkelon
Dimona
Beer Sheva
Beit Shemesh
Hafetz Haim

AMOT INVESTMENTS

PROPERTY IMPROVEMENT TA/5000

The company has real estate properties in premium locations in the city of Tel Aviv, on four of them: Migdal HaMaa, Amot Mishpat complex, Beit Europa and Beit Amot Insurance, the company promotes a number of local city construction plans that comply with cell / 5000 plan (see below). This is a comprehensive local outline plan which is currently in effect, and which applies to the entire municipal area of Tel Aviv-Yafo. Its purpose is to establish a long term city planning policy. The comprehensive plan determines the city's development path, division into areas with different land designations, maximum construction volumes, limits on construction height, areas designated for preservation, and areas designated for increased development. The plan recommends future scopes of development which correspond to the forecasted population increase and the growth of the employment market until 2025. Permit applications cannot be submitted by virtue of a comprehensive plan. A comprehensive plan determines guidelines for the preparation of local outline plans (specific outline plans subject to local jurisdiction), by virtue of which building permit applications can be submitted. A comprehensive plan does not confer any rights, and does not create any liability for betterment fees.

COMPANY'S REVENUE-GENERATING OFFICES, SEGMENTED BY GEOGRAPHICAL REGIONS

In millions of NIS

Greater Tel Aviv

Gush Dan Cities

Other Regions

PRINCIPAL INFORMATION REGARDING THE COMPANY'S OFFICE PROPERTIES

Segmented by Uses and Geographical Regions

Geographical
region
Above ground
area as of
31.12.24
NOI for 1-12.24 Fair value of
income
generating real
estate as of
31.12.24
Proportion of
total
properties
Average
monthly rent
during 1-12.24
Square meters NIS in
thousands
NIS in
thousands
In percent NIS per square
meter
Greater Tel Aviv 199,604 331,987 5,325,707 64% 130
Gush Dan Cities 194,582 137,010 2,471,118 30% 79
Other Regions 50,823 34,300 570,623 7% 66
Total 445,009 503,297 8,367,448 100%
Geographic area Above-ground
area as of
31.12.23
NOI for 1-12.23 Fair value of
income
generating real
estate as of
31.12.23
Proportion of
total
properties
Average
monthly rent
during 1-12.23
Square meters NIS in
thousands
NIS in
thousands
Percentage NIS per square
meter
Greater Tel Aviv 200,595 319,103 5,182,741 62% 124
Gush Dan cities 198,275 139,131 2,567,035 31% 78
Other areas 48,272 35,629 583,844 7% 65
Total 447,142 493,863 8,333,620 100%

PROJECTS UNDER CONSTRUCTION, DEVELOPMENT AND PLANNING

As of 31.12.2024

Property name Location Primary
use
Estimated
completion
date for
Projects
under
construction
Square
meter for
marketing
above
ground
100%
Holding
rate
Square
meter for
marketing
above
ground
Cumulativ
e Cost
Project's
book value
Estimated
construction
cost
Projected
NOI upon
occupation
of the
project
Expected
yield
Projects under construction (1)
Company's share in million of NIS
Halehi complex (6) Bnei Brak Offices 2025 100,000 50% 50,000 604 604 750-780 57-61 7.7%
K complex
Jerusalem (3)
Jerusalem Offices 2028 93,000 50% 46,500 152 152 750-800 49-53 6.6%
Logistic center Beit
Shemesh - lower
logistics center
Beit
Shemesh
Logistics 2025 25,400 60% 15,240 91 91 104-106 7 6.7%
Park Afek Rosh
HaAyin
Offices 2025 8,400 50% 4,200 28 28 35-45 3 7.5%
ToHa2 Tel Aviv Offices 2026 156,000 50% 78,000 705 1,102 1,600-1,700 150-165 9.5%
Total 382,800 193,940 1,580 1,977 3,239-3,431 266-289 8.3%
Projects in Planning (2)
1000 Complex in
Rishon Letzion
Rishon
Letzion
Offices 19,000 100% 19,000 36 260-280
Platinum Stage B (4) Petah Tikva Offices 20,000 100% 20,000 40 210-230
Amot Shaul Stage A kfar Saba Offices 35,000 50% 17,500 61 160-180
Total 74,000 56,500 137 630-690
Total under
construction and
planing
456,800 250,440 2,114 3,939-4,201
    1. Construction costs include the land component and underground parking, adjustments for renters and capitalizations.
    1. Construction costs include the land component and underground parking, and does not include adjustments for renters and capitalizations.
    1. Subject to complementation of additional rights in the K Complex in Jerusalem.
    1. Subject to complementation of additional construction rights for constructing a matching tower to Platinum Stage A.
    1. Projects under development whose value in the Company ledgers is over ILS 200 million for each property.
    1. As of publication date the commercial floors were delivered to renters for the purpose of adjustment works, and several stores were opened to the public. The Company has signed contracts at a scope of about 8,500 sqm (the Company's share is 50%), which are expected to generate about ILS 14 million in annual rent (the Company's share is 50%).

The information contained above in this section regarding the estimated completion of projects under construction is forward-looking information. This information is based on existing data known to the Company on the date this report is published and on the Company's estimates. This information may change, even substantially, as a result of factors related to environmental requirements, changes in urban building schemes subject to approval by planning and construction authorities, obtaining agreements from the owners of bordering properties that are not guaranteed to be obtained, and risk factors affecting the Company's operations as specified in Chapter A of the Periodic Report, and other such data that are out of the Company's control, and therefore, there is no guarantee that these projects will be carried out.

PROJECTS UNDER CONSTRUCTION, DEVELOPMENT AND PLANNING

As of 31.12.2024 (Cont)

Property name Location Primary use Holding rate Additional surface area
for marketing - the
company's share in sqm
Estimated construction
cost
Projects in planing and licensing processes
Tzrifin logistic center Tzrifin Logistics 100% 200,000 250
Land at Ha'Solelim St., Tel Aviv Tel Aviv Offices 100% 80,000 210
ToHa3/ToHa4 Tel Aviv Offices 50% 100,000 174
Lot 300, Hashalom Rd. Tel Aviv Residential/Offices 50% 47 residential units 134
Others 434
Total projects in development and others 1,202
Total 3,316
Property name Location Primary use Holding rate Additional surface
area for marketing -
the company's share
in sqm
Detail of main projects under other projects
Amot Mishpat
(Valid outline plans subject)
Tel-Aviv Offices 73% 20,000
Amot Mishpat
(Valid outline plans subject)
Tel-Aviv Residential 73% 115 residential units
Amot BDO Tel-Aviv Offices 86% 60,200
Century Tower- Ibn Gabirol Tel-Aviv Offices 46% 27,600
Europe Tower Tel-Aviv Offices 100% 32,000
Azor Land Azor Residential 33% 190 residential units
  1. Subject to the completion of the purchase of additional building rights. The value of the project is NIS 250 million, including future stages.

  2. Subject to completion of additional rights

  3. The information contained above in this section regarding the estimated completion of projects under construction is forward-looking information. This information is based on existing data known to the Company on the date this report is published and on the Company's estimates. This information may change, even substantially, as a result of factors related to environmental requirements, changes in urban building schemes subject to approval by planning and construction authorities, obtaining agreements from the owners of bordering properties that are not guaranteed to be obtained, and risk factors affecting the Company's operations as specified in Chapter A of the Periodic Report, and other such data that are out of the Company's control, and therefore, there is no guarantee that these projects will be carried out.

FUTURE POTENTIAL TO INCREASE NOI

In Millions of NIS

    1. NOI after occupation of projects under construction does not include occupation of projects in Initiation and development planning.
    1. NOI after occupation of projects under construction does not take into account future increases as a result of CPI increases and contract renewals, and does not take tenants vacating in the future into account
    1. NOI after occupation of projects under construction is based on the Company's current assessment. Results in practice may be significantly different.
    1. The information contained in this Section regarding future NOI is forward-looking information. The information is based on existing data known to the Company at the date this report is published and on the Company's assessments. This information may change due to risk factors affecting the Company's activities, as specified in Part A of the periodic report and other such data that are outside the Company's control - and therefore, there is no guarantee that this NOI will indeed occur.

83 Periodic Report 2024 AMOT INVESTMENTS

PROJECTS UNDER CONSTRUCTION

Amot Modi'in

The office building at a scope of 9,000 sqm (Company's share is 75%) established as part of the Shufersal Online. At the end of 2024, the property was classified as investment property.

Halehi complex (The Park)

The lot is situated at Bnei Brak's northern business complex, adjacent to Park Ha'Yarkon and the Ramat Ha'Hayal Complex, and near Ayalon Mall. The parties are operating jointly to plan, establish and construct an office and residential project that will encompass 100,000 sqm above ground, including 45 floors of offices above 3 commercial floors. The investment in the project's establishment (including the land component and underground parking) is evaluated by the parties at a total of about ILS 1,530 million (Company's share is 50%). As of the date publication of the report, the project is in advanced stages of systems and finishing works, the commercial floors were delivered to renters for the purpose of adjustment works, and several stores were opened to the public. The Company has signed contracts at a scope of about 8,500 sqm (the Company's share is 50%), which are expected to generate about ILS 14 million in annual rent (the Company's share is 50%).

k complex Jerusalem

On June 14th, 2020, the Company, jointly with Allied Real Estate Ltd., was awarded a tender to lease a lot with an area of about 4.5 dunam (the K-Complex) within the City Gates complex to be constructed at the entrance to Jerusalem. The project has a scope of about 79,000 m2 above ground per the urban building scheme in effect and about 93,000 m2 above ground per the urban building scheme deposited, along with the right to assign 200 parking spaces built within a public underground parking lot attached to the complex (the Company's share is 50%). This project is a mixed-use project including occupational, hospitality, and special residential uses. The investment in the project's establishment, including the land component, is evaluated by the parties at a total of about ILS 1,660 million (the Company's share is 50%). As of the date of the report, the project is in the final stages of foundation works.

Beit Shemesh Logistics Center – Upper Logistics Center and Lower Logistics Center

In June 2021, the Company purchased 60% of a 40-dunam lot in Beit Shemesh from Y.D.E. Menivim Ltd. for establishing a Logistics Center. Within this compound, the partnership established an advanced logistics center at a scope of about 50,000 sqm, at a total cost of about ILS 360 million, with the Company's share being ILS 216 million. As of the date of the report, the project is in the midst of finishing works for the Lower Logistics Center, while the Upper Logistics Center was already delivered to the customer and is generating income.

The Upper Logistics Center, at an area of about 24,000 sqm (Company's share is 60%) has begun generating income. The annual scope of rent is about ILS 14 million (Company's share is 60%). In light of the above, the Company reclassified that part of the Logistics Center from "Investment property under construction"" to "Investment property".

Land at Ha'Solelim St., Tel Aviv

In March 2024, the Company acquired land in Ha'Solelim St. at Tel Aviv, with an area of about 5.6 dunams, from the Tel Aviv-Yafo Municipality for the purpose of constructing an office tower, for a consideration at a total of ILS 210 million (not including transaction costs). The land is situated at a central and highly accessible location. The land is on lease from the Tel Aviv-Yafo Municipality until 2059. The Company promotes the planning of the perimeter together with the owners of bordering lands. National Outline Plan 70 (reinforcing construction rights near mass transit stations) is being advanced in the location.

84 Periodic Report 2024 AMOT INVESTMENTS

PROJECTS UNDER CONSTRUCTION

Amot Denisra - Park Afek

Joint project of the Company and of Denisra International Ltd. (50% share for each party) for the construction of a fourth office building above an existing commercial floor in Amot Park Afek Complex in Rosh Ha'ayin. The entire complex is jointly owned by the parties.

The building will include 6 floors above the ground floor, with a total area of 9,400 square meters. The building rights for the construction of the building were received within the framework of a zoning plan which the parties promoted, and which entered into effect in 2020. The total investment in the construction of the project is estimated at a total of NIS 80 million (the Company's share: 50%). The building permit was received during the month of January 2023 and the project is in the finishing and aluminum works stage. We expect to receive Form 4 at the first quarter of 2025.

ToHa2 Project In Tel Aviv

Under the scope of the joint transaction by the Company and the Gav Yam Land Corporation Ltd., whom, jointly and in equal shares, own the rights in the land at the junction of Totzeret HaAretz, Yigal Allon and Derech HaShalom streets, where the ToHa2 Tower ("ToHa2") is currently being constructed on a surface area of about 156 thousand m2. On June 25, 2024, the Partners engaged in a rental agreement with Google Israel Ltd. ("Google").

Per this agreement, Google will rent about 60 thousand m2 of non-partitioned office space in the top part of the ToHa2 tower from the Partners, as well as a few hundreds of parking spaces, for a rental period of 10 years (with a one-time right of exit after 5 years), commencing in Q1 2027, upon the completion of ToHa2's construction, in exchange for a total rental fee of about ILS 115 million per year (shell and core), linked to the May 2024 Index (Company's share – 50%).

As per standard practice in transactions of this nature, in addition to the Rental Agreement, Establishment and Management agreements were signed, with mutual guarantees being provided for the upholding of the parties' undertakings.

The construction of the ToHa2 tower is ongoing, and currently, about 40% of the building skeleton works were completed per the planned schedule. ToHa2's building shell and systems works are also progressing according to plan, and we anticipate that construction will be completed and Form 4 will be received by end-2026.

To clarify, the timing of completion of ToHa2's construction and the commencement of the rental period constitutes forward looking information, as this term is defined in the Securities Law, 5728-1968. The information described above is based on the information held by the Company at this time in relation to the status of project's construction progress. The Company's estimates and forecasts on this matter are dependent upon and subject to actions and circumstances outside the Company's control, or upon the realization of any risk factors listed in the Description of the Corporation's Business chapter of the Company's Periodical Report for 2024.

ToHa - Land In Tel-Aviv

In February 2024, the Company engaged with Gav-Yam Land Company Ltd., its partner in the ToHa project at Tel Aviv, to sell half of Amot's rights in a land parcel with an area of about 3 dunams (Lot 300) adjacent to the ToHa project. Per the terms of the transaction, 50% of the consideration for the transaction was received during Q1 2024, and the remaining was received during Q3 2024. Per the approved Urban Building Scheme, a project with an area of about 5,000 m2 for employment purposes and about 90 residential units may be constructed on the land. The consideration for the sale stands at a total of ILS 155 million, in the addition of the lawful Value Added Tax. Over the past two years, the partnership completed its acquisitions of properties bordering on the ToHa complex with the purpose of developing and empowering construction rights in the complex in accordance with Urban and National Outline Plans. The scope of acquisitions so far totals at about ILS 696 million (including Lot 300). The Company's share is 50%.

After the date of the report on the financial situation, the company entered into an agreement with an unrelated third party to purchase half of a land division in an area of about a dunam near the ToHa project, on which it will be possible to build about 2,000 square meters of employment and about 33 residential units, in exchange for a payment of NIS 41.5 million, plus VAT as required by law (the company's share).

85 Periodic Report 2024 AMOT INVESTMENTS

MANAGEMENT OF DEBT STRUCTURE

Company policy is to maintain an efficient leverage rate by raising debt with a long-term life span duration. The Company's gross financial debt as of December 31, 2024 amounts to 9.5 billion NIS. The debt's total life span is 5.1 years and the weighted effective interest rate is 1.9% CPI-linked. The Company's full assets (98%) are unencumbered.

As of the publication date of the report, the Company has cash balances at a scope of approximately NIS 200 million, and unused credit facilities in the amount of NIS 1,050 million.

In March 2024, by private assignment and by means of expanding an existing series, the Company issued bonds at a scope of ILS 155 million (nominal value), in consideration of a net total of ILS 151 million, at an index-linked effective interest rate of 3.1% and an average of duration of about 6 years. Additionally, in March, 2024, the Company issued two new bond series –Series I bonds and Series J bonds – at a scope of ILS 408 million (nominal value) in consideration of a net total of ILS 404 million. The bonds bear an index-linked effective interest rate of 3.3% and have an average of duration of 9 years (including the effects of a hedging transaction).

In December 2024, the Company exchanged Bonds, for more details see chapter 3.8 of the company business description report:

REPAYMENT OF BONDS AND LOANS OVER THE YEARS

2025 2026 2027 2028 2029 2030 2031 2032 2033 onwards 1,117 1,228 1,228 1,247 1,765 965 965 621 787 2.0% 1.9% 1.7% 1.7% 1.7% 1.7% 1.7% 1.7% 3.4% Effective rate of interest Index linked

In Millions of NIS

86 Periodic Report 2024 AMOT INVESTMENTS

MARGIN OF REAL GROSS RETURN ON INCOME-GENERATING ASSETS AND WEIGHTED INDEX-LINKED COST OF DEBT

Weighted discount rate

Weighted debt interest CPI linked

Marginal raising cost - 2.64%

BEIT ZIVIEL, TEL AVIV

The cost of raising debt is based on Amot bonds (series H), according to the market price for February 10 2025.

NOI NET OPERATING INCOME

Set forth below is data regarding the Company's NOI in Israel (income from renting out and operation of properties, net of depreciation and amortization):

In the opinion of Company's management, NOI is one of the most important parameters in the valuation of incomegenerating real estate, since dividing this data by the generally acceptable cap rate in the geographic area in which the property is located constitutes one of the indications for determining the value of the property (in addition to other indications such as the market value of similar properties in that area, sale prices per built square meter, which are derived from transactions entered into recently, etc.).

In addition, NOI is used to measure the free and available cash flow for the service of financial debt undertaken for the purpose of funding the purchase of the property, It is hereby emphasized that the NOI:

  • A. Does not present cash flows from current operations in accordance with generally accepted accounting principles.
  • B. Does not reflect cash held by the Company to finance all its cash flows, including its ability to distribute funds.
  • C. Is not supposed to be considered as a replacement for net income for purposes of evaluating the Company's results of operations.

DEVELOPMENT OF NOI

In Thousands of NIS

Fourth
quarter 2024
Third quarter
2024
Second
quarter 2024
First quarter
2024
Fourth
quarter 2023
Same Property NOI 262,477 261,119 255,476 254,332 247,198
New assets/ classified to
investment property under
construction
2,557 2,933 2,960 627 -
Properties realized 0 4 71 157 2,478
NOI - Total 265,034 264,056 258,507 255,116 249,676

NOI in Q4 2024 totaled at about ILS 265 million, compared to about ILS 265 million in the corresponding quarter last year – constituting growth of 6%. Said increase is after the effects of a one-time expenditure and the effects of reliefs due to the "Swords of Iron" war, which led to a loss of income at a total of approx. ILS 6 million in Q4 2023.

Same Property NOI in the current quarter totaled at about ILS 262 million, compared to ILS 247 million in the corresponding quarter last year – constituting growth of 6%.

88 Periodic Report 2024 AMOT INVESTMENTS

WEIGHTED RATE OF RETURN

Set forth below is a calculation of the weighted rate of return (cap rate) derived out of all of the Company's incomegenerating real estate as of December 31, 2024.

Million of NIS
Investment property as per extended consolidated financial statements as
of December 31, 2024
17,295
Less – value attributed to unoccupied spaces (853)
Projected investments, discount rate, and others 257
Investment property attributed to rented spaces as of December 31, 2024 16,699
NOI – fourth quarter 2024 265
Annual NOI based on the NOI for the fourth of 2024 1,060
The expected NOI in respect of cash flows from rental fees in accordance
with signed rental contracts and accumulated linkage differentials
12
Total expected annual NOI standardised (1) 1,072
Weighted rate of return derived from income-generating investment
property (Cap Rate)
6.42%
  1. The above-mentioned NOI is not the Company's forecast. For the matter of the Company's forecast, see Page 93 of this report.

SENSITIVITY ANALYSIS FOR INVESTMENT PROPERTY

The following is a sensitivity analysis for the investment property at a discount rate (Cap Rate) based on the amended NOI (including companies in joint arrangements): based on an NOI of 1,072 million, the impact of any change of 0.25% in the discount rate (Cap Rate) on the adjustment of the fair value is NIS 635 million (approximately NIS 489 million after deducting deferred taxes at a rate of 23%).

89 Periodic Report 2024

AMOT INVESTMENTS

FFO FUNDS FROM OPERATIONS

FFO is a metric commonly used in the USA, Canada and Europe to provide additional information on the results of the operations of income-generating real estate companies. This metric provides a proper basis for comparison between income-generating real estate companies and it is not required in accordance with accounting principles. FFO reflects net reported income, net of income (or losses) from sale of properties, plus depreciation and amortization (in respect of real estate) and net of deferred taxes and expenses not involving cash flows.

The Company believes that analysts, investors and shareholders may obtain information providing added value from the measurement of the Company's results of operations on an FFO basis. FFO data is used, among other things, by analysts in order to assess the rate of dividend distribution out of results of operations on an FFO basis of real estate companies. It should be emphasized that the FFO:

  • A. Does not present cash flows from current operations in accordance with generally accepted accounting principles.
  • B. Does not reflect cash held by the Company and its ability to distribute it.
  • C. Is not supposed to replace reported net income for purposes of evaluating the Company's results of operations.

Real FFO is a measure calculated according to the approach of the company's management.

FFO CALCULATIONS

In Thousands of NIS

Change % 2024 2023 2022
Net profit for the period 919,002 682,607 1,171,146
Depreciation and miscellaneous 2,850 3,664 3,441
Fair value adjustment (570,485) (254,637) (1,019,088)
Amortization of transaction costs with respect to
property purchases
23,053 3,300 18,248
Deferred taxes, land appreciation tax and others 154,578 88,263 192,257
FFO according to SEC approach (1) 528,998 523,197 366,004
Reduction of option warrants 8,324 6,757 5,746
linkage differences on principal of debt and
exchange differences
285,863 272,559 371,461
FFO-AFFO according to management approach 3% 823,185 802,513 743,211
Weighted number of shares 0% 471,304 470,076 463,438
Per share FFO (in Agorot) 2% 174.6 170.7 160.4
Change in index in the period (2) 3.4% 3.3% 5.3%

The change in AFFO reported period compared to the corresponding period last year is mostly explained by the increase in NOI offset from the increase in real interest expenditures .

    1. Includes an update of comparison numbers due to adjustment of reduction of options, following a position paper by the Authority regarding FFO.
    1. The change in the Consumer Price Index rate has an impact on current tax expenses. In the event of an increase/decrease in the Consumer Price Index, an increase/decrease occurs in financing expenses due to a CPI-linked debt, which causes a decrease/ increase in provisions to current taxes.
    1. It should be noted that the aforementioned index is the FFO index according to the approach of the company's management and it constitutes the FFO for the purposes of calculation in accordance with the company's trust deed

EPRA EUROPEAN PUBLIC REAL ESTATE ASSOCIATION

The EPRA index is an index that includes European public companies engaged in income-generating real estate. the company is included in the EPRA index as of 23 March 2020.

The Company decided to adopt the position paper published by EPRA, whose objective is to increase transparency, uniformity and comparability of financial information reported by the real estate companies included in the index. Set forth below is a report about three financial metrics that were calculated in accordance with this position paper.

It should be emphasized that the metrics set out below do not include the component relating to the projected profit from projects under construction, which has not yet been recorded in the financial statements. These data do not constitute an appraisal of the Company's value; they are not audited by the Company's independent auditors and do not substitute the financial statement data.

EPRA NRV INDICATO

In Thousands of NIS

The EPRA NRV indicator reflects the net realizable value of the Company's net assets over the long term, assuming continued future activity and non-realization of real estate properties, therefore requiring certain adjustments, such as cancellation of deferred taxes due to the revaluation of investment property.

31/12/2024 31/12/2023
Equity attributed to Company's shareholders in the financial
statements
9,164,829 8,837,669
Plus – deferred tax in respect of revaluation of investment
property to its fair value
1,955,163 1,811,617
EPRA NRV 11,119,992 10,649,286
EPRA NRV per share (Agorot) 2,358 2,263
Number of shares at end of period (in thousands of NIS par value) 471,530 470,651

EPRA NTA INDICATOR

In Thousands of NIS

The EPRA NTA indicator reflects the net value of the Company's tangible assets. The assumption underlying the indicator is that entities buy and sell assets, and therefore only part of the deferred taxes due to the revaluation of investment property are neutralized.

31/12/2024 31/12/2023
Shareholders equity according to the company Financial
statements
9,164,829 8,837,669
Plus – 50% of the deferred tax in respect of revaluation of
investment property to its fair value
977,582 905,809
EPRA NTA 10,142,411 9,743,478
EPRA NTA per share (Agorot) 2,151 2,070
Number of shares at end of period (in thousands of NIS par value) 471,530 470,651

EPRA NDV INDICATOR

In Thousands of NIS

The EPRA NDV indicator reflects the net settlement value of the Company's assets in case of the sale of assets and the repayment of liabilities. The calculation of the indicator includes taking into account all deferred taxes with respect to the appreciation of the assets which will apply upon the sale of the assets, and a fair value adjustment of financial liabilities is performed. It is noted that this indicator should not be interpreted as constituting the value of the Company's assets upon liquidation, since in many cases fair value does not represent asset value in case of liquidation.

31/12/2024 31/12/2023
Shareholders equity according to the company Financial
statements
9,164,829 8,837,669
Adjustment of the value of financial liabilities to fair value 452,337 581,915
EPRA NDV 9,617,166 9,419,584
EPRA NDV per share (Agorot) 2,040 2,001
Number of shares at end of period (in thousands of NIS par value) 471,530 470,651

92 Periodic Report 2024 AMOT INVESTMENTS

FORECAST 2025

As part of the Company's 2025 business plan, including properties purchased during the Reported Period, renters and rental agreements, the operating expenses of all properties, while striving to achieve optimal utilization of the resources available to us. The business plan was drawn up bearing in mind the macroeconomic data of 2025. The plan sets challenging targets to Company's management and employees.

Set forth below is the Company's projection as to its principal operating results in 2025, based on the following work assumptions:

  • The Consumer Price Index increased at an annual rate of 3%.
  • Signed rent contracts and the Company management's expectations regarding the renewal of ongoing rent agreements in 2025
  • Per the Company's strategy, the forecast for 2025 includes an expectation for realization of properties at an annual scope of 2%-3% of the value of the Company's performing real estate properties, as a part of the process of optimizing the property portfolio.
  • No substantial changes will take place in the security situation in Israel and in the business environment that the Company operates in. See the "Business Environment" chapter in this report above
Forecast 2025 Actual 2024 Update Forecast
2024
NOI (in millions of NIS) 1,040-1,080 1,043 1,020-1,040
AFFO (in millions of NIS) 800-830 823 800-820
AFFO per share (Agorot) 170-176 175 170-174
  1. The information regarding the projection for 2024 constitutes forward-looking information, as defined in Section 32a of the Securities Law, 1968. Forward-looking information is a projection, assessment, estimate or other information relating to a future event or matter the materialization of which is uncertain and not controlled solely by the Company.

OPERATING RESULTS ACCORDING TO CONSOLIDATED FINANCIAL STATEMENTS

THE BUSINESS RESULTS

In Millions of NIS

For the period Comments and explanations
1-12.2024 1-12.2023
Revenue from leasing and
management of properties, net
of property leasing costs (NOI)
1,008 967 The increase derives from an increase in
revenues in identical properties
Fair value adjustment of
investment property and profit
from its realization
575 248 The change is primarily the result of the
increase in the CPI over the period, and the
evaluation of a substantial property under
construction.
Amortization of transaction
costs with respect to property
purchases
(23) (3) In 2024, the transaction costs were primarily
due to the purchase of land in HaSolelim, Tel
Aviv, and land in Totzeret HaAretz street.
General and administrative
expenses
66 62 from many factors
Net financing expenses after
neutralizing one-time financing
expenses
405 379 The decrease derives from a change in linkage
differences, a 3.43% increase in the reported
period compared to a 3.34% increase in the
corresponding period last year.
Tax on income expenses 181 110
Net profit 919 683

THE BUSINESS FINANCIAL SUMMARY

In Millions of NIS

For the data Comments and explanations
31.12.2024 31.12.2023
Total revenue-generating
investment property
16,710 16,156 The increase is primarily due to fair value
adjustments, additional investments, and the
reclassification of a property in Beit Shemesh
from "Under Construction" to "Performing".
Working capital (541) (136) As of the publication date of the report, the
Company has unused credit facilities in the
amount of NIS 1,050 million.
Financial debt, net 9,006 8,534
Equity 9,165 8,838 The increase is due to the total profit for the
period, offsetting dividend distributions

94 Periodic Report 2024 AMOT INVESTMENTS

CASH AND CREDIT FACILITIES

Cash Flows

The positive cash flows arising to the Company from operating activities in the reporting period amount to NIS 843 million compared with NIS 790 million in corresponding period last year.

Approved Credit Facilities

As of the publication date of the report, the Company has five approved credit facilities, in the amount of NIS 1,080 million.

    1. A credit facility from an institutional entity in Israel, in the total amount NIS 150 million, until March 16, 2025.
    1. A credit facility from an institutional entity in Israel, in the total amount NIS 200 million, until June 30, 2025.
    1. A credit facility from banking in Israel, in the total amount of NIS 150 million, until July 1, 2025.
    1. A credit facility from banking in Israel, in the total amount of NIS 280 million, until December 31, 2025.
    1. A credit facility from a b banking in Israel in the total amount of NIS 300 million, December 31, 2025.

for the date of the report and the date of publication of the report the unused credit facilities amounted to a total of NIS 1,050 million.

In order to use the above referenced credit facilities, the Company is required to meet the following conditions:

    1. The Company's tangible equity will be no less, at any time, than 25% of the Company's total balance sheet, after deducting cash and cash equivalents, after deducting short term investments (short term marketable securities), and after deducting securities in connection with discontinued operations, on a consolidated basis.
    1. The Company's ratio of net financial debt (after deducting investment property under construction) to NOI will not exceed 10 at any time.
    1. The net financial debt to cap ratio will not exceed 70%.
    1. Alony Hetz is the Company's controlling shareholder.

Working Capital

Current to December 31, 2024, the company has a working capital deficit at a scope of about ILS 541 million. At the time this report is published, the Company has cash balances at a scope of about ILS 200 million. Additionally, the company has unused credit frame works from banks and financial institutions at a total of ILS 1.1 billion, which may be immediately withdrawn. The Company has an aggregate of signed contracts at an extensive scope for the coming years and the entirety of the Company's assets are not unencumbered, totaling about ILS 19.9 billion. The Company's policy is to maintain unused credit frameworks as an alternative to cash and deposits.

In the opinion of the Company's board of directors, the presence of a working capital deficit does not indicate a liquidity problem.

95 Periodic Report 2024

AMOT INVESTMENTS

CASH AND CREDIT FACILITIES

Linkage Bases

The Company has financial liabilities amounting to app. NIS 9.5 billion, of which NIS 9.3 billion are linked to the CPI. The Company's income-generating real estate amounting to app. NIS 17 billion is mostly rented out under CPI-linked rental agreements and the Company views this linkage as a long-term inflation hedge.

Equity

As of 31.12.24, Company's equity amounted to NIS 9.16 billion (per share equity of NIS 19.44). As of 31.12.23, Company's equity amounted to NIS 8.84 billion (per share equity of NIS 18.78).

AMOT BDO, TEL AVIV

96 Periodic Report 2024 AMOT INVESTMENTS

DIVIDEND DISTRIBUTION POLICY

In February 2024, the Company's Board of Directors determined that in 2024, the Company intends to distribute a minimum annual dividend at a total of 108 Agorot per share, to be paid in 4 equal quarterly payments, subject to a specific decision by the Board of Directors at each quarter.

Pursuant to this policy, in February May ,August and November 2024 the Company declared the distribution of the dividend for Q1 ,Q2 ,Q3 and Q4 2024, at a total of 108 Agorot per share (ILS 509 million). In addition, in February 2024, the Company declared the distribution of an additional dividend for 2023, at a total of 22 Agorot per share (ILS 104 million) paid in February 2024. A total sum of ILS 613 million was paid during the reported period.

In February 2025, the Company declared the distribution of a dividend for Q1 2025, at a total of 27 Agorot per share (ILS 127 million), to be paid in March 2025. In addition, in February 2025, the Company declared the distribution of an additional dividend for 2024, at a total of 23 Agorot per share (ILS 108 million) paid in March 2025.

AMOT ON THE PARK, BNEI BRAK

97 Periodic Report 2024 AMOT INVESTMENTS

DIVIDEND

Current dividend

Additional dividend

DIVIDEND PER SHARE

In Millions of NIS

Current dividend per share

Additional dividend per share

LOOKING FORWARD

The Company operates in accordance with a long term strategy which is intended to expand and improve its portfolio of owned properties, while ensuring to build high-quality properties which benefit both people and the environment, and providing a full array of services to its customers. The realization of this strategy is achieved by developing and building new properties, buying properties, developing a property management company, and customer service. The Company frequent considers expansion through entry into additional fields of activity that overlap significantly with revenuegenerating real estate. The Company incorporates debt raising and capital issuances in order to serve its needs, while making sure to maintain a balanced debt structure.

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

As always, we would like to thank our shareholders for their support, our service providers for their tireless efforts, our lessees who have chosen Amot properties as a home of their businesses, and our dedicated employees, who work night and day to advance the Company's business.

NATHAN HETZ Chairman of the Board of Directors SHIMON ABUDRAHAM CEO

FEBRUARY 10, 2025 Signed on the date

99 Periodic Report 2024 AMOT INVESTMENTS

APPENDIXES

100 Periodic Report 2024 AMOT INVESTMENTS STRONG TOGETHER.

APPENDIXES

102

Appendix A EXTENDED CONSOLIDATED FINANCIAL STATEMENTS

106

Appendix B CORPORATE GOVERNANCE ASPECTS

113

Appendix C DISCLOSURE PROVISIONS IN CONNECTION WITH THE CORPORATION'S FINANCIAL REPORTING

115

Appendix D SPECIAL DISCLOSURE TO BOND HOLDERS

Appendix E LINKAGE BASES REPORT

120

Appendix F SEPARATE FINANCIAL INFORMATION

APPENDIX A

EXTENDED CONSOLIDATED FINANCIAL STATEMENTS

EXTENDED CONSOLIDATED FINANCIAL STATEMENTS 1.1

Expanded consolidated statements of the Company are statements of the Company presented in accordance with the IFRS rules, with the exception of the implementation of IFRS 11 "Joint Arrangements", which has been implemented retroactively regarding annual reporting periods starting on January 1, 2013; i.e., investments in investees displayed based on equity, which, prior to the standard's implementation, were treated under the relative consolidation method (due to there being a contractual arrangement for joint control), neutralized and calculated by means of a relative consolidation of the investee companies.

As of December 31
2024 2023
In thousands NIS In thousands NIS
Current assets
Cash and cash equivalents and short-term deposits 303,142 534,154
Trade receivable 22,285 36,347
Current tax assets, net 5,607 1,617
Receivables and debit balances 53,235 30,157
Assets held for sale - 177,825
384,269 780,100
Non-current assets
Investment property 17,294,792 16,730,765
Investment property under construction and land rights 3,316,001 2,757,003
20,610,793 19,487,768
Long-term receivables 133,431 116,576
Fixed assets, net 46,412 47,665
Total non-current assets 20,790,636 19,652,009
Total assets 21,174,905 20,432,109
Current liabilities
Credit from banks and current maturities 804,698 653,370
Trade payable 34,914 29,488
Current tax liabilities, net 36,314 36,885
Other payables 151,658 161,033
Payables in respect of investment property 57,935 45,796
Total current liabilities 1,085,519 926,572
Non-current liabilities
Bonds 8,096,281 7,877,329
Loans from banks and others 593,059 720,207
Provisions 16,483 16,483
Other 263,635 242,289
Deferred taxes, net 1,955,163 1,811,617
Total non-current liabilities 10,924,621 10,667,925
Equity
Equity attributed to Company's shareholders 9,164,829 8,837,669
Non-controlling interest (64) (57)
Total equity 9,164,765 8,837,612
Total liabilities and equity 21,174,905 20,432,109

103 Periodic Report 2024

AMOT INVESTMENTS

EXTENDED CONSOLIDATED STATEMENTS OF PROFIT AND LOSS 1.2

For the year ended December 31
2024 2023 2022
In thousands NIS In thousands NIS In thousands NIS
Revenue from rent and management of
investment property
1,204,268 1,150,579 1,063,905
Cost or renting out and operating the
properties
161,555 146,173 132,909
Gain from renting out and operating the
properties
1,042,713 1,004,406 930,996
Adjustment of fair value of investment
property, net and capital gain from realization
570,485 254,637 1,019,088
Transaction cost reduction due to properties
purchase
(23,053) (3,300) (18,248)
1,590,145 1,255,743 1,931,836
General and administrative expenses and
donations
72,593 68,627 63,600
Other expenses (income), net 246 (191) 181
Profit from ordinary activities 1,517,306 1,187,307 1,868,055
Linkage differential expenses and others (285,863) (272,559) (371,461)
Real interest expenses (129,122) (117,062) (115,350)
Income before taxes on income 1,102,321 797,686 1,381,244
Taxes on income (183,319) (115,079) (210,098)
Net income for the period 919,002 682,607 1,171,146
Attributed to:
Parent company shareholders 919,007 682,611 1,171,150
Non-controlling interest (5) (4) (4)
919,002 682,607 1,171,146

EXTENDED ADDITIONAL INFORMATION

the Company's liabilities (extended consolidated) repayable after December 31, 2024 (in thousands NIS)

Bonds Bank loans Bank loans –
consolidated
companies
Total
Current maturities 617,271 - 169,516 786,787
Second year 617,271 - 3,387 620,658
Third year 963,526 - 1,397 964,923
Fourth year 963,526 - 1,397 964,923
Fifth year and thereafter 5,997,689 562,609 24,269 6,584,567
Total repayments 9,159,283 562,609 199,966 9,921,858
Balance of bond premium and
other
(427,820)
Total extended consolidated
financial debt
9,494,038

105 Periodic Report 2024 AMOT INVESTMENTS

CORPORATE GOVERNANCE ASPECTS APPENDIX B

CORPORATE GOVERNANCE ASPECT

During the reported period, on August 31st, 2024, the esteemed Nira Dror and Gad Pnini concluded their tenure as outside directors in the Company.

On August 15th, 2024, the Company's general assembly approved the appointment of the esteemed Sarit Aharon and Reuven Kaplan as outside directors in the Company as of September 1st, 2024.

THE COMPANY'S BOARD OF DIRECTORS;

DIRECTORS POSSESSING ACCOUNTING AND FINANCIAL EXPERTISE AND INDEPENDENT DIRECTORS

At 31.12.2024 and at the time of the publication of this report, the Company Board of Directors includes 9 Directors, all with an accounting and financial expertise. 6 of the members of the Board of Directors (including 3 Outside Directors) are considered Independent Directors as per the meaning of this term in the Companies Law, 5759-1999 (hereinafter: the "Companies Law") (1).

Per the provisions of Section 92(a)(12) of the Companies Law, the Company Board of Directors determined that the minimum number of Directors with accounting and financial expertise appropriate for the Company is two directors. This number was determined while considering the nature of accounting and financial issues arising during the preparation of the Company's financial statements, the Company's type, size, the scope and complexity of its activities, the areas of its activities, the overall composition of the Company's board of Directors – including people with business, management, professional and accounting experience that enables them to contend with Company management tasks – and the close accounting accompaniment provided by the Company's accountants.

Following an assessment of the education, experience, and skills of the Members of the Board of Directors, at the time of the report, all members of the Board of Directors were approved by the Company Board of Directors as having accounting and financial expertise.

The following changes occurred in the Company Board of Directors over the course of the year 2024:

· On August 31, 2024, Messrs. Nira Dror and Gad Penini concluded their tenure as Outside Directors in the Company.

· On September 1, 2024, Messrs. Sarit Aharon and Reuven Kaplan began their tenure as Outside Directors in the Company. The Company Board of Directors had determined that Messrs. Sarit Aharon and Reuven Kaplan are considered directors with accounting and financial expertise, and that both meet the terms of eligibility for being Outside Directors.

For details regarding the education and experience of serving directors, based on which the Company considers them to have accounting and financial expertise, see Regulation 26 in the "Additional Details on the Corporation" Chapter 4 of the periodic report for 2024.

During the reporting period, the Board of Directors held ten meetings and the Financial Statements Review Committee held four meetings.

  1. In regards of "Independent Director" means a director who meets the terms of eligibility to appoint an external director as prescribed by Section 240(B) to (F) of the Companies Law, and the Audit Committee has so approved, and who has not served as a director of the company for over nine consecutive ears, and in this regard, termination of a term of office not exceeding two years will not be deemed to terminate the consecutive term of office.

AMOT INVESTMENTS

THE COMPANY'S BOARD OF DIRECTORS (CONT);

DIRECTORS POSSESSING ACCOUNTING AND FINANCIAL EXPERTISE AND INDEPENDENT DIRECTORS

Over the reported year, the Company Board of Directors held a discission concerning the management of the corporation's business by the CEO and his subordinate officers, in absentia.

The following are the participation rates of the members of the Board of Directors in the meetings of the Board of Directors and its committees over the course of the year:

Director's Name Rate of participation in the meetings of the Board of Directors and its committees:
Board of
Directors
Audit
Committee
Compensation
Committee
Financial Report
Review Committee
Natan Hetz 100% - - -
Aviram Wertheim 90% - - -
Moti Barzilay 90%[1] - - -
Yael Andron Karni 90% - 100During the
reporting period, the
Board of Directors
held ten meetings
and the Financial
Statements Review
Committee held four
meetings.%
100%
Dorit Kadosh 100% 100% - 100%
Keren Terner 100% 80% 100% -
Yarom Ariav 100% 100% 100% 100%
Reuven Kaplan[1] 100% 100% Not Applicable 100%
Sarit Aharon[2] 100% 100% Not Applicable 100%
Nira Dror[3] 100% 100% 100% 100%
Gad Penini[4] 100% 100% 100% 100%
  1. Mr. Moti Barzilay was absent from some of the Board of Directors' meetings due to active reserve duty service in the "Swords of Iron" war.

    1. Mr. Reuven Kaplan began serving as an Outside Director in the Company on 1.9.2024.
    1. Ms. Sarit Aharon began serving as an Outside Director in the Company on 1.9.2024.
    1. Ms. Nira Dror served as an Outside Director in the Company until 31.8.2024.
    1. Mr. Gad Penini served as an Outside Director in the Company until 31.8.2024.

DISCLOSURE REGARDING THE CORPORATION'S INTERNAL AUDITOR 2.1

Name of internal auditor Ofer Alkalay, CPA
Qualifications of internal
auditor
Certified Public Accountant, Economist and Jurist
B.A. in Economics and Accounting, LL.B. and LL.M. in Law, Certified Internal Auditor (CIA) of the
International Institute of Internal Auditors (IIA).
Until recently, he was a partner in Alkalay Monarov & Co. accountancy firm, And as of January 2021 -
the owner of Alkalay & Co., which specialize in business consulting, control and risk management.
Date tenure commenced /
concluded
Commenced tenure in November 2019.
Fulfillment of conditions
prescribed in the Internal
Audit Law and the
Companies Law
To the best of the Company's knowledge, and as it was informed by the internal auditor, the internal
auditor fulfills the provisions and conditions prescribed in sections 3(a) and 8 of the Internal Audit
Law, 1992, and the conditions specified in section 146(b) of the Companies Law, as well as the
international professional standards of the IIA.
Exclusivity of activity He is not an employee of the corporation, does not perform any other role in the corporation beyond
his position as the internal auditor and the performance of test evaluations as part of the ISOX
process. To the best of the Company's knowledge, and as it was informed by the internal auditor, he
does not fulfill any position outside of the corporation which creates or may create any conflict of
interest with his position as the corporation's internal auditor. In performing the internal audit work, the
internal auditor is assisted by a professional staff of employees from his firm.
Holding of the corporation's
securities
According to his announcement, he does not hold securities of the corporation or of any entity
affiliated with the corporation, as this term is defined in the Fourth Addendum to the Securities
Regulations (Periodic and Immediate Reports), 1970.
Personal interest He is not an interested party of the corporation, is not an officer in the corporation, and is not a relative
of any of the above, nor does he serve as the auditor, or any other party on their behalf, and is not a
service provider external to the corporation, except for internal audit services and test evaluations
conducted as part of the ISOX process.
Business / significant ties to
the corporation
The internal auditor does not have any business ties or other material ties to the corporation, or to any
entity affiliated with the corporation, as this term is defined in the Fourth Addendum to the Securities
Regulations (Periodic and Immediate Reports), 1970. Excluding the accompaniment of the process of
drafting policies for all of the Company's work processes.
Appointment of the internal
auditor
His appointment was approved by the Company's Audit Committee in its meeting on September 26,
2019, and by the Company's Board of Directors in its meeting on November 3, 2019, based on his
extensive and rich experience and his expertise in the field of internal auditing, including in public
companies and government entities, and in light of the interface between him and the retiring internal
auditor, Mr. Avner Eliav, following the integration of the activities of Avner Eliav,, into the accountancy
auditor office.
External auditor The auditor provides internal audit services, as an external entity, through the accountancy firm
"Alkalay Monarov - Business Consulting, Control and Risk Management" until December 31, 2020 and
from that date through "Alkalay & Co.".
Professional standards In accordance with his announcement, he conducts the audit work in accordance with the
professional standards specified in section 4(b) of the Internal Audit Law, 1996.
Scope of employment The internal auditor was employed in an internal audit in 2023 amounting to approximately 620 hours

109 Periodic Report 2024

AMOT INVESTMENTS

The Audit Plan

The audit plan is an annual plan, derived from a multi-annual audit plan. The multi-annual and annual planning of the audit tasks, the determination of the priorities and the frequency of the audit are impacted from the following factors:

The exposure to risk of Company operations and actions determined, among other things, on the basis of a risk survey conducted by the internal auditor over the course of 2023, the probability of the existence of administrative and executive faults, findings from previous audits, cases in which audits are required by administrating bodies, legally mandated subjects, according to internal or external procedural directives and the need to maintain business cycles.

The setting of the work plan of the internal audit function in the Corporation is done jointly by the Company's CEO, the Internal Auditor and the Corporation's consultants and senior management. The internal audit work plan is approved by the Company's Audit Committee at the beginning of each year in relation to the current year.

In 2024 to the reports publication date, 3 internal audit reports were submitted to the Company and the Audit Committee:

Name and subject of report Date of the Audit Committee's discussion
regarding the report
Audit report on: Fraud risk survey March 31, 2024
Audit report on: Procurement and Operations July 31, 2024
Audit report on: Compliance Risk Management and Internal
Enforcement and the Work of the Board of Directors (Part I)
December 22, 2024

Professional Standards

According to the internal auditor, he conducts the internal audit in according with generally accepted professional standards, as set out in Section 4(b) of the Internal Audit Law, 1996.

Corporation Officer to Whom the Internal Auditor Reports

The Company's CEO.

Scope, Nature and Continuity of the Internal Auditor Activity and Work Plan

To the best of the Company Board of Directors' knowledge, the nature and continuity of the internal auditor's activity and work plan are reasonable under the circumstances and can achieve the goals of the corporation's internal audit.

110 Periodic Report 2024 AMOT INVESTMENTS

Free Access to the Internal Auditor

The internal auditor is given free access to the corporation as stated in Section 9 of the Internal Audit Law, 1992, including uninterrupted and direct access to the corporation's data systems, including financial data.

Internal Auditor's Reports

The internal auditor submits the audit reports on a current basis over the course of the reported year; those reports are submitted to the Chairman of the Board of Directors, the CEO and the Chairman and members of the Audit Committee. The Audit Committee discusses the said reports on a regular basis.

Internal Auditor's Fees

The Internal Auditor's fees in respect of the internal auditing have been set at an amount in shekels that is equivalent to NIS 323 per hour of work (index-linked), with the addition of VAT. The remuneration for the audit work is in accordance with the budgeted number of hours for the Internal Auditor's work.

In 2023, an amount of approximately NIS 200 thousand was paid to the Internal Auditor for the internal audit work. There is no concern that this remuneration, which is a product of the actual budgeted hours of the Internal Auditor's work, may influence the exercise of the Auditor's professional judgment.

INTERNAL ENFORCEMENT PLAN 2.2

On May 9th, 2021, the Company readopted an up-to-date enforcement plan that is in line with the latest standards and changes that have occurred in the law in all the relevant issues which the enforcement plan covers. The plan establishes procedures aimed at, inter alia, regulating key issues such as the manner of publishing immediate reports, locating, approving and reporting transactions that raise concerns about the personal interest of office bearers or controlling shareholders, prohibiting the use of insider information, prevention of fraud and manipulation, upholding monitoring, reporting and control mechanisms, as well as establishing rules of activity and behavior in conjunction with work processes that aim to create controls on key processes on issues regulated within the framework thereof, ways of handling and learning lessons.

The Company's Board of Directors appointed the Company's Legal Counsel and Secretary - Adv. Osnat Hochman-Gerhard – as the officer in charge of internal control in the field of securities. Her role includes, among other things, ensuring the implementation of the plan among Company's employees, ensuring the efficient and effective application of the plan, including by way of holding training sessions and monitoring and updating the plan from time to time.

The company is currently working to conduct an up-to-date compliance survey and update the internal enforcement plan.

111 Periodic Report 2024 AMOT INVESTMENTS

ACCOUNTANTS SALARY 2.3

It should be noted that Ziv Haft Consulting and Management Ltd., which provides professional services as the independent auditor of subsidiaries of the Company, leases a real estate asset owned by the Company and uses it as its head office. The parties have in place a long-term and long-standing rental agreement, which is renewed from time to time, for many years.

The fees for the Company's auditing accountants is discussed by the Financial Statements Examination Committee and is submitted to the Company Board of Directors for approval. The fee is set based, among other things, on market conditions and in the opinion of Company Management is reasonable and acceptable in accordance with the nature of the Company and the scope of its activity. Fees are set globally.

This engagement between the parties was entered into in accordance with all the provisions and conditions set out in the resolution published by the Securities Authority – "Resolution on Pre-Ruling Application regarding the Auditor's Independence" (see Securities Authority's Resolution no. 105-7), and it complies therewith.

Set forth below are the fees of the independent auditor of the Company and material consolidated companies of the Group (in thousands of NIS):

Company's name Auditor's name 2024 2023
Audit services
and tax
Other services Audit services
and tax
Other services
Amot Investments
.Ltd
Brightman Almagor
Zohar & Co. (in
thousands of NIS)
763 77 763 389
Ayalot Companies
Group (In 2022,
including an audit of
management
companies)
Ziv Haft CPAs (in
thousands of NIS)
673 115 634 43

CHARITABLE DONATIONS 2.4

The Company views donating and supporting the community in Israel as an important component that should be integrated into its activities. In 2024, the Company donated NIS 3.6 million to different charities and organizations that aim to work for the community, promote educational causes and support disadvantaged populations.

112 Periodic Report 2024 AMOT INVESTMENTS

APPENDIX C

DISCLOSURE PROVISIONS IN CONNECTION WITH THE CORPORATION'S FINANCIAL REPORTING

113 Periodic Report 2024 AMOT INVESTMENTS

CRITICAL ACCOUNTING ESTIMATES

When drawing up its financial statements, Company's management is required to use estimates or assessments as to transactions or matters, the final impact of which on the financial statements cannot be accurately determined at the time of preparation thereof. The main basis for determining the value of such estimates are the assumptions which Company's management decides to adopt, taking into account the circumstances which are the subject matter of the estimate and the best information available to the Company when preparing the financial statements.

By nature, since those estimates and assessments are a result of the Company's exercising judgment in an environment of uncertainty (sometimes highly significant uncertainty), any changes in the underlying assumptions as a result of changes that are not necessarily under management's control, may trigger changes in the value of the estimate and as a consequence impact the financial position of the Company and its results of operations. Therefore, despite the fact that those estimates or assessments are used to the best of management's judgment, the final impact of transactions or matters that require estimates can only be clarified when those transactions or matters are concluded. In some cases, the final results of the estimate may be very significantly different from the amount set to that estimate when it was used.

Set forth below are accounting estimates made by the Company in the preparation of the consolidated financial statements, which may have a very significant impact on the Company's financial position and results of operations:

CHANGES IN THE FAIR VALUE OF INCOME-GENERATING REAL ESTATE

The Company determines the fair value of income-generating real estate assets in accordance with the provisions of IAS 40 and IFRS 13. When determining the fair value in the annual financial statements, Company's management relies on appraisals of independent and external appraisers. In its semi-annual financial statements, the Company relies on external appraisers' review of all of Company's assets. Quarterly changes (in the first and third quarters) are mainly appraised by an internal appraiser and by Company's management and during those quarters, the income-generating real estate assets are revalued only if there is a material change in the fair value of any of the Company's assets.

When determining the fair value, the Company used, among other things, the discount rates used to discount the future cash flows, the rental period, the financial stability of the lessees, the scope of unoccupied spaces in the property, the terms of the rental agreements, the time it will take to rent out the buildings once they are vacated, the scope of vacant properties and the vacancy period thereof, the adjustment of the rent in over-rented properties or in under-rented properties, implications of investments required to develop and/or retain the existing condition of the properties and deduction of uncovered operating costs in cases where the properties are run by management companies with a deficit.

Changes in assumptions used by the above-mentioned external experts, in combination with changes in management's estimates, which are based on its past experience, may trigger changes in the amount of fair value carried to the statement of profit or loss, thereby impacting the Company's financial position and results of operations. Pursuant to IFRS 13 and to Accounting Enforcement Resolution 18-1 of the Securities Authority, the Company carried transaction costs incurred upon acquiring new properties to the statement of profit or loss.

114 Periodic Report 2024 AMOT INVESTMENTS

SPECIAL DISCLOSURE TO BOND HOLDERS: BONDS HELD BY THE PUBLIC APPENDIX D

115 Periodic Report 2024 AMOT INVESTMENTS

SET FORTH BELOW ARE DATA AS OF 31.12.2024 REGARDING BONDS ISSUED BY THE COMPANY 4.1

(In thousands) Bonds
(Series D)
Bonds
(Series E)
Bonds
(Series F)
Bonds
(Series G)
Bonds
(Series H)
Bonds
(Series I)
Bonds
(Series J)
Total
Issuance date 31.7.14 31.3.16 30.6.19 6.2.20 18.2.21 21.3.24 21.3.24
Linkage method Index
linked
shekel Index linked shekel Index
linked
Index
linked
shekel
Trustee's
information
.Reznik Paz Nevo Trusts Ltd
Right to early
redemption
In the event of the exchange's board resolving to halt trade due to a decrease in the
value of the series in accordance with the exchange's directives or at the Company's
initiative upon the occurrence of certain incidents as set forth in Section 6(2) of the
.deed of trust
Payment date of
principal and
interest
July 2 January 4 October 3 January 5 January 5 January 5 January 5
Significant Yes No Yes Yes Yes Yes Yes
Par value at
issuance date
241,941 276,074 423,287 465,000 450,000 245,000 162,669
Par value as of
31.12.24
552,134 326,759 2,362,983 1,215,338 2,586,713 819,000 267,419 8,130,346
Linked par value
as of 31.12.24
634,912 326,759 2,682,661 1,215,338 2,986,608 844,642 267,419 8,958,339
Value in financial
statements as of
31.12.24
648,169 327,596 2,654,028 1,161,194 2,847,092 827,749 266,867 8,732,695
Value on the
stock exchange
as of 31.12.24
654,279 323,393 2,563,837 1,065,730 2,689,923 841,277 275,977 8,414,416
Interest accrued
as of 31.12.24
10,149 10,954 7,457 29,270 27,162 21,102 12,090 118,184
Rate of fixed
interest for the
year
3.20% 3.39% 1.14% 2.44% 0.92% 3.20% 5.79%

Restrictions on the Distributions of Dividends

The debentures include certain restrictions on the distribution of dividends:

  • In a sum exceeding the permitted sum on the date on which the Company's equity, including as a result of the distribution of dividends, is lower than 2.4 billion NIS ("the permitted sum" means FFO plus profit from the sale of properties and less dividends declared, all from the start of the calendar year on a cumulative basis).
  • Distribution of dividends as a result of which its equity will drop below 2.2 billion NIS.
  • Distribution of dividends as a result of which the financial ratios of "ratio of debt to NOI" and "capital ratio" are violated.

These restrictions do not apply as of the report date.

SET FORTH BELOW ARE DATA AS OF 31.12.2024 REGARDING BONDS ISSUED BY THE COMPANY 4.1

For an up-to-date Midroog rating report see the immediate report published by the Company on April 4 2024 ref. no. 2024-02-038856.

For an up-to-date Ma'alot the Israeli Securities Rating Company Ltd. rating report see the immediate report published by the Company on January 5, 2025 ref. no. 2025-01-001236.

Series D,E,F,G,H,I,J

The bonds include conditions for immediate repayment thereof upon the occurrence of certain events, including,
among other things, the following events:
The covenant The ratio as of date of
financial statements
Status of
compliance as of
date of report
The Company's equity is higher than NIS 1-2.8 billion (depends on the
bond series);
9.2 Compliant
Net financial debt (net of value of investment property under
construction) to annual normalized NOI ratio exceeds 14 during two
consecutive quarters; (net financial debt: The Company's aggregate
debt to banks, other financial institutions and bond holders, net of
cash and cash equivalents, monetary reserves, marketable collaterals
as recorded in the Company's consolidated balance sheet).
6.1 Compliant
The rating of bonds is BBB- (BBB minus) for two consecutive
quarters;
Aa2/Stable Compliant
Equity plus net deferred tax liability shall not be less than 22.5% of
total balance sheet net of cash and cash equivalents and net of
marketable collaterals during two consecutive quarters;
53% Compliant
The value of the Company's unpledged assets shall not be less than
the higher of NIS 1 billion or 125% of the outstanding balance of
Series bonds during two consecutive quarters. (not including Series
I,J).
The value of Company's
unpledged assets is app.
NIS 20 billion – higher
than the outstanding
balance
Compliant
Unremoved demand for immediate repayment of material loan(1) or a
bond listed on the Tel Aviv Stock Exchange.
There is no such demand Compliant
Instructions pertaining to dividend distribution limit under certain
circumstances;
There are no such
circumstances
Complaint
  1. "Material loan" means: a series of bonds not traded on the stock exchange or a loan or material debt the balance of their liability retained earnings or their balance, as the case may, on the date they were placed for immediate redemption, constitutes 10% or more of the sum of the Company's financial liabilities on the basis of its latest reviewed and/or audited Financial Statements, as the case may be, published by the Company soon before that date or 200 million NIS linked to the Consumer Price Index known on the day the deed of trust was signed, whichever is higher.

117 Periodic Report 2024 AMOT INVESTMENTS

LINKAGE BASES REPORT APPENDIX E

LINKAGE BASES REPORT AS PER IFRS 11 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024

In Thousands of NIS

Linked to the CPI Unlinked Non-financial assets
(liabilities)
Total
NIS in thousands NIS in thousands NIS in thousands NIS in thousands
Current assets
Cash and cash equivalents - 288,358 - 288,358
Trade receivable - 21,327 - 21,327
Current tax assets, net - - 5,230 5,230
Other receivables - 34,775 18,685 53,460
- 344,460 23,915 368,375
Investments in companies
accounted for by the equity
method
15,195 41,269 373,398 429,862
Long-term receivables - 97,536 15,329 112,865
Total financial assets 15,195 483,265 412,642 911,102
Investment property - - 19,937,309 19,937,309
Fixed assets, net - - 46,376 46,376
Total non-financial assets - - 19,983,685 19,983,685
Total assets 15,195 483,265 20,396,327 20,894,787
Current liabilities
Credit from banks and current
maturities
617,271 17,910 - 635,181
Trade payable - 33,636 - 33,636
Current tax liabilities - - 35,484 35,484
Other payables 78,629 32,499 39,965 151,093
Payables in respect of
investment property
- 54,164 - 54,164
Total current liabilities 695,900 138,209 75,449 909,558
Non-current liabilities
Bonds 8,034,926 61,355 - 8,096,281
Loans from bank corporations 562,609 - - 562,609
8,597,535 61,355 - 8,658,890
Total financial liabilities 9,293,435 199,564 75,449 9,568,448
Deferred taxes - - 1,895,028 1,895,028
Provisions - - 16,483 16,483
Other 222,157 - 33,932 256,089
Total non-financial liabilities 222,157 - 1,945,443 2,167,600
Total liabilities 9,515,592 199,564 2,020,892 11,736,048
Excess of financial liabilities
over financial assets
(9,278,240) 283,701 337,193 (8,657,346)

AMOT INVESTMENTS

SEPARATE FINANCIAL INFORMATION APPENDIX F

CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31.12.2024

121 Periodic Report 2024

AMOT INVESTMENTS STRONG TOGETHER.

AMOT INVESTMENTS LTD.

Consolidated Financial Statements

For the Year 2024

AMOT INVESTMENTS LTD.

Consolidated Financial Statements

As of December 31, 2024

CONTENTS

Page
Auditors' Report Regarding the Effectiveness of the Internal Control 124
Auditors' Report 126
Financial Statements
Consolidated Statements of Financial Position 127
Consolidated Statements of Profit or Loss 128
Consolidated Statements of Comprehensive Income 129
Consolidated Statement of Changes in Equity 130-132
Consolidated Statements of Cash Flows 133-134
Notes to the Consolidated Financial Statements 135-221

This financial statements are a translation from Hebrew of the original financial statements; in any case of difference between the two versions, the Hebrew version shall govern

Independent Auditors' Report to the Shareholders of Amot Investments Ltd. Regarding Audit of Components of Internal Control over Financial Reporting in accordance with Section 9B(c) of the Securities Regulations (Periodic and Immediate Reports), 1970

We have audited components of internal control over financial reporting of Amot Investments Ltd. and subsidiaries (hereafter together - "the Company") as of December 31, 2024. Those components of control were determined as explained in the following paragraph. The Board of directors and management of the Company are responsible for maintaining effective internal control over financial reporting and for their evaluation of the effectiveness of the components of internal control over financial reporting attached to the periodic report as of the above date. Our responsibility is to express an opinion on the Company's components of internal control over financial reporting, based on our audit.

The components of internal control over financial reporting that were audited were determined pursuant to Audit Standard (Israel) 911 of the Institute of Certified Public Accountants in Israel "Audit of Components of Internal Control over Financial Reporting" thereto (hereafter – "Audit Standard (Israel) 911"). These Components are: (1) Organization level control, including control over the financial closing and reporting process and information technology general controls; (2) control over investment property; and (3) controls over rental and management fees from investment property; (all together referred to hereafter as "the Audited Components of Control").

We conducted our audit in accordance with Audit Standard (Israel) 911. That Standard requires that we plan and perform the audit with the purpose of identifying the Audited Components of Control, and obtain reasonable assurance as to whether those components of control were maintained effectively in all material respects. Our audit included obtaining an understanding regarding internal control over financial reporting, identification of the Audited Components of Control, evaluation of the risk that a material weakness exists in the Audited Components of Control, and examination and evaluation of the effectiveness of the planning and operation of such components of control, based on the estimated risk. Our audit regarding such components of control also included the performance of other such procedures that we considered necessary under the circumstances. Our audit only referred to the Audited Components of Control, as opposed to internal control over all of the material processes in connection with the financial reporting, and therefore our opinion refers only to the Audited Components of Control. In addition, our audit did not refer to the mutual effects between the Audited Components of Control and those that are not audited, and therefore, our opinion does not take into consideration such possible effects. We believe that our audit provides a reasonable basis for our opinion in the context described above.

Because of inherent limitations, internal control over financial reporting in general and components thereof in particular, may not prevent or detect misstatements. Also, projections based on the present evaluation of effectiveness are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company effectively maintained the Audited Components of Control in all material respects, as of December 31, 2024.

We also have audited, in accordance with generally accepted auditing standards in Israel, the consolidated financial statements of the Company as of December 31, 2024 and 2023, and for each of the three years in the period ending on December 31, 2022, and our report as of February 10, 2025, expressed an unqualified opinion on those financial statements based on our audit.

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

Tel Aviv, February 10, 2025

This financial statements are a translation from Hebrew of the original financial statements; in any case of difference between the two versions, the Hebrew version shall govern

Auditors' Report to the shareholders of Amot Investments Ltd.

We have audited the accompanying consolidated statements of financial position of Amot Investments Ltd. (hereafter – "the Company") as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024. These financial statements are the responsibility of the Company's board of directors and management. Our responsibility is to express an opinion on these financial statements based on our audit.

We did not audit the financial statements of subsidiary companies and joint ventures whose assets included in the consolidation comprise approximately 22% of total consolidated assets as of December 31, 2024 and 2023, and whose revenues included in the consolidation comprise approximately 28%, approximately 30% and approximately 30% of the total consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Furthermore, we did not audit the financial statements of some of the companies that included under the equity method the investment in which as at December 31, 2024 and 2023 amounted to NIS 292,464 thousand and NIS 280,529 thousand respectively, and the share of whose profits (losses) for the years ended December 31, 2024, 2023 and 2022 amounted to NIS 13,604 thousand, NIS 20,223 thousand and NIS 19,750 thousand, respectively. The financial statements of these companies were audited by other auditors, whose reports were furnished to us, and our opinion, to the extent that it relates to the amounts included for those subsidiaries, is based on the reports of the other auditors.

We conducted our audits in accordance with Generally Accepted Auditing Standards in Israel, including standards prescribed by the Auditors' Regulations (Auditor's Mode of Performance) – 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the board of directors and management, as well as evaluating the overall financial statements presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and its consolidated companies as of December 31, 2024 and 2023, and the results of their operations, changes in equity and their cash flows for each of the three years in the period ended in December 31, 2024, in conformity with International Financial Reporting Standards (IFRS) and with the provisions of the Securities Regulations (Annual Financial Statements) – 2010.

We have also audited, in accordance with Auditing Standard (Israel) 911 of the Institute of Certified Public Accountants in Israel, "An Audit of Components of Internal Control over Financial Reporting", the Company's components of internal control over financial reporting as of December 31, 2024 and our report dated February 10, 2025, included an unqualified opinion on the effective maintenance of those components.

Key Audit Matters

Key audit matters communicated below are those matters that were communicated or required to be communicated to the company's board of directors and that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters include, among others, any matter that: (1) relates, or may relate, to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. The communication of those matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the key audit matter below, providing a separate opinion on the key audit matter or on the accounts or disclosures to which it relates.

Below are matters that we determined as key matters in the audit of the company's consolidated financial statements for 2024.

Fair value of investment property

As mentioned in notes 2C, 6 and 21, to the consolidated financial statements, as of December 31, 2024, the company has investment properties, which are presented at their fair values for that date following the accounting policy described in note 2. The fair value of all the investment property of the company (yielding and under construction) as of December 31, 2024, amounts to a total of NIS 19,937 million, and in 2024 the company recorded an increase in fair value in the amount of NIS 552 million.

As mentioned in note 2C to the consolidated financial statements, the determination of the fair value of investment property is a critical estimate, involving uncertainties and based on valuations, which include assumptions, some of which are subjective considering the circumstances and the best information as of December 31, 2024, and which were conducted with the assistance of external real estate appraisers. These assumptions mainly include the most appropriate rate of return, the projected net operating income (NOI) of the assets and market prices for relevant comparison units. These basic assumptions, as well as the determination of the fair value estimate as a whole of the company's investment property, including the selection of the most appropriate valuation approach, are the result of subjective conclusions in an environment of uncertainty, sometimes particularly significant, and changes in the aforementioned basic assumptions may bring about changes in the fair value of the investment propertysubstantially, and therefore also affect the company's financial position as of December 31, 2024 and the results of its operations for that year, as detailed in Note 6.

Due to the above, and in particular that the fair value of investment property is a critical estimate, involving uncertainties and based on valuations, which include assumptions, some of which are subjective, we determined, according to our professional judgment, that the examination of the fair value of Investment property, with an emphasis on the reasonableness of the rates of return used in its estimation, is a key matter in the audit.

The audit procedures that were performed in response to the key audit matter

In response to the uncertainties involved in determining the fair value of the company's investment property, we mainly performed the following procedures, with an emphasis on examining the reasonableness of the rates of return determined in the valuations of the assets: 1. Understanding the internal control environment regarding the determination of the fair value of the investment property and auditing the effectiveness of the relevant internal controls for determining fair value; 2. Examination and analysis of fair value presentations, mainly valuations, conducted by the company and appraisers on its behalf, based on models that incorporate quantitative and qualitative considerations; 3. Examining the base assumptions applied in the valuations, selected on a sample basis, with an emphasis on examining the rates of return, as well as predicted NOI, market prices/comparison prices per square meter rental unit/land unit and the valuation approach taken; 4. Reviewing valuations, on a sample basis , by an expert appraiser on our behalf with an emphasis on rates of return; 5. Communication with the appraisers on behalf of the company; 6. Involvement of the senior staff of the engagement team, and holding consultations.

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

Tel Aviv February 10 ,2025.

erusalem
Kiryat Ha'Mada
ar Hotzvim Tower
erusalem, 914510
. BOX 45396
Haifa
5 Ma'aleh Hashichrur
P.O.B. 5648
Haifa, 3105502
Eilat
The City Center
P.O.B. 583
Eilat, 8810402
1000 107 121 101 0000 Tal: 1072 14\ 960 7222 Tal· 1070/01627

126

Consolidated Statements of Financial Position

As of December 31
2024 2023
Note NIS thousands
Current assets
Cash and cash equivalents 4 288,358 521,212
Trade receivables 21,327 34,994
Current tax assets, net 12 5,230 1,383
Other receivables 53,460 32,896
Assets held for sale 6 - 177,825
Total current assets 368,375 768,310
Non-current assets
Investment property 6 16,710,175 16,155,649
Investment property under construction and building rights 6 3,227,134 2,672,553
19,937,309 18,828,202
Investment in companies treated at equity 7 429,863 419,816
Long-term receivables 5 112,865 96,231
Fixed assets, net 46,376 47,629
Total non-current assets 20,526,413 19,391,878
Total assets 20,894,788 20,160,188
Current liabilities
Credit from banking corporations and others
and current maturities 635,181 634,223
Trade payables 33,636 28,493
Current tax liabilities, net 12 35,484 36,574
Other payables 8 151,092 160,868
Payables for investment property 8 54,164 44,013
Total current liabilities 909,557 904,172
Non-current liabilities
Bonds 9 8,096,281 7,877,329
Loans from banking corporations 10 562,609 543,977
Provisions 13 16,483 16,483
Others 11 256,089 234,949
Deferred tax liabilities 12 1,889,004 1,745,667
Total non-current liabilities 10,820,466 10,418,405
Equity 14
Equity attributed to shareholders in the Company 9,164,828 8,837,670
Non-controlling interests (63) (58)
Total equity 9,164,765 8,837,612
Total liabilities and equity 20,894,788 20,160,188

The notes that are attached to the financial statements form an integral part thereof.

February 10, 2025

Approval Date of the Nathan Hetz Shimon Abudraham Judith Zynger
Financial Statements Chairman of the Board Chief Executive Officer Deputy CEO and CFO

Consolidated Statements of Profit or Loss

For the year ended
December 31
2024 2023 2022
Note NIS thousands
Revenues from rental fees and investment property management 15 1,166,416 1,110,874 1,028,138
Costs of the rental and operation of properties 16 158,037 143,532 129,599
Profit from the rental and operation of properties 1,008,379 967,342 898,539
Adjustment of the fair value -
investment property and capital gain
from its realization
575,125 248,022 1,002,533
Adjustment of the fair value -
reducing transaction costs
(23,053) (3,300) (18,248)
1,560,451 1,212,064 1,882,824
Administrative and general expenses 17 65,765 62,470 58,330
Donations 3,618 2,575 2,019
Other expenses (income) 160 (5) 193
Operating income 1,490,908 1,147,024 1,822,282
Financing income 18 26,897 22,200 10,374
Financing expenses 18 (432,065) (400,827) (480,067)
Financing expenses, net (405,168) (378,627) (469,693)
The Company's share of the profits of investee companies, net of tax 7 14,513 24,177 24,208
Income before taxes on income 1,100,253 792,574 1,376,797
Tax expenses on income 12 (181,251) (109,967) (205,651)
Net income for the year 919,002 682,607 1,171,146
Attributed to:
Shareholders in the parent company 919,007 682,612 1,171,150
Non-controlling interests (5) (5) (4)
919,002 682,607 1,171,146
Earnings per share attributed to the shareholders in the Company
(in NIS) (see Note 19):
Basic
Total 1.95 1.45 2.53
At full dilution
Total 1.95 1.45 2.52
Weighted average share capital used in the calculation of the
earnings per share (in thousands of shares
Basic 471,306 470,076 463,438
At full dilution 471,337 470,271 464,078

The notes that are attached to the financial statements form an integral part thereof.

Consolidated Statements of Comprehensive Income

For the year ended December 31
2024 2023 2022
NIS thousands
Net income for the year 919,002 682,607 1,171,146
Amounts that will be reclassified to profit and loss in the future,
net of tax:
Adjustments deriving from the translation of the financial statements of
foreign operations - - -
Total comprehensive income for the year 919,002 682,607 1,171,146
Attributed to:
Shareholders in the parent company 919,007 682,612 1,171,150
Non-controlling interests (5) (5) (4)
919,002 682,607 1,171,146

The notes that are attached to the financial statements form an integral part thereof.

Amot Investments Ltd. Consolidated Statements of Changes in Equity

Capital
reserve with Total
respect to attributable
share-based to
payment shareholders Non
Share Premium transactions Retained of the controlling Total
capital on shares and others earnings company interests equity
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Balance As of January 1 2024 511,163 4,987,677 11,360 3,327,470 8,837,670 (58) 8,837,612
Net income for the year - - - 919,007 919,007 (5) 919,002
Total comprehensive income for the year - - - 919,007 919,007 (5) 919,002
Exercise of share options for employees and officer 879 14,367 (2,869) - 12,377 - 12,377
Crediting of benefit with respect to share options for
employees and officer
- - 7,908 - 7,908 - 7,908
Crediting of benefit with respect to share options for
directors - - 416 - 416 - 416
Dividend announced and paid - - - (612,550) (612,550) - (612,550)
Balance As of December 31 2024 512,042 5,002,044 16,815 3,633,927 9,164,828 (63) 9,164,765

The accompanying notes to the condensed consolidated interim financial statements are an integral part thereof.

Amot Investments Ltd. Consolidated Statements of Changes in Equity

Capital
reserve with Total
respect to attributable
share-based to
payment shareholders Non
Share Premium transactions Retained of the controlling Total
capital on shares and others earnings company interests equity
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Balance As of January 1 2023 510,352 4,968,254 12,900 3,284,085 8,775,591 (53) 8,775,538
Net income for the period - - - 682,612 682,612 (5) 682,607
Total comprehensive income for the period - - - 682,612 682,612 (5) 682,607
Exercise of share options for employees and
officer
811 19,423 (8,296) - 11,938 - 11,938
Crediting of benefit with respect to share options
for employees and officer
- - 5,952 - 5,952 - 5,952
Crediting of benefit with respect to share options
for directors
- - 804 - 804 - 804
Dividend announced and paid - - - (639,227) (639,227) - (639,227)
Balance As of December 31 2023 511,163 4,987,677 11,360 3,327,470 8,837,670 (58) 8,837,612

The notes that are attached to the financial statements for an integral part thereof.

Amot Investments Ltd. Consolidated Statements of Changes in Equity

Capital
reserve with
respect to Total
Receipts share-based attributed
Share Premium on account payment
transactions
Retained shareholders
in the
Non
controlling
Total
shareholders
capital on shares options and others earnings company interests equity
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Thousands
of NIS
Balance As of January 1 2022 483,112 4,332,426 12,331 10,991 2,761,728 7,600,588 (49) 7,600,539
Net income for the period - - - - 1,171,150 1,171,150 (4) 1,171,146
Total comprehensive income for the period for the year - - - - 1,171,150 1,171,150 (4) 1,171,146
Issue of share capital and share options 25,270 578,685 6,790 - - 610,745 - 610,745
Exercise of share options for employees and officer
Crediting of benefit with respect to share options for
1,970 38,022 - (4,433) - 35,559 - 35,559
employees and officer - - - 5,660 - 5,660 - 5,660
Crediting of benefit with respect to share options for
directors
- - - 682 - 682 - 682
Options expiration of series 11 - 19,121 (19,121) - - - - -
Dividend announced and paid - - - - (648,793) (648,793) - (648,793)
Balance As of December 31 2022 510,352 4,968,254 (0) 12,900 3,284,085 8,775,591 (53) 8,775,538

The notes that are attached to the financial statements for an integral part thereof.

Amot Investments Ltd. Consolidated Statements of Cash Flows

For the year ended December 31
2024 2023 2022
NIS thousands
Cash flows from operating activities
Net income for the year 919,002 682,607 1,171,146
Adjustments required to present cash flows from operating activities
(Appendix A) (76,290) 107,215 (581,509)
Net cash generated by operating activities 842,712 789,822 589,637
Cash flows from investment activities
Investments in investment property including VAT , investment property
under construction and building rights (697,331) (525,816) (876,485)
Proceeds from the realization of investment property 350,312 - -
Appreciation tax for the realization of assets (16,742) - -
A loan given for investments purposes (28,167) (65,254) -
Repayment of loans from companies treated at equity 4,000 3,950 112,886
Realization (investment) in short-term deposits - 400,000 (400,000)
Investment in fixed assets and others (1,151) (3,715) (4,349)
Net cash absorbed by investment activities (389,079) (190,835) (1,167,948)
Cash flows from financing activities
Dividend paid (612,550) (639,227) (648,793)
Issuance of share capital and share options less issuance expenses - - 610,745
Issuance of bonds, net 555,078 496,896 1,384,357
Exercise of warrants for employees, directors and officers 12,377 10,681 35,559
Repayment of long-term bonds (635,915) (618,958) (557,822)
Issuance of negotiable securities - 100,000 -
Repayment of negotiable securities - (100,000) -
Short-term credit from banking corporations, net, and others (5,477) (7,902) 8,602
Net cash generated by financing activities (686,487) (758,510) 832,648
Increase (decrease) in cash and cash equivalents (232,854) (159,523) 254,337
Balance of cash and cash equivalents at the beginning of the year 521,212 680,735 426,398
Balance of cash and cash equivalents at the end of the year 288,358 521,212 680,735

The notes that are attached to the financial statements for an integral part thereof.

Appendices to the Consolidated Statements of Cash Flows

For the year ended December 31
2024 2023 2022
NIS thousands
Adjustments required to present cash flows from operating
activities
Expenses (income) not involving cash flows:
Fair value adjustment of investment property and capital gain from
its realization, net (575,125) (248,022) (1,002,533)
Fair value adjustment -
Reducing transaction costs
23,053 3,300 18,248
Company's share in (earnings) losses of equity-accounted
investees, net (14,513) (24,177) (24,208)
Revaluation of loans from equity-accounted companies (762) (750) (2,565)
Dividends received from equity-accounted companies 1,500 4,500 4,750
Revaluation of bonds and amortization of premium 305,765 268,112 381,526
Crediting of benefit regarding share-based payments 8,324 6,756 6,342
Deferred taxes, praise tax and previous years taxes 154,004 84,614 188,583
Depreciation and others (1,908) 6,654 6,317
(99,662) 100,987 (423,540)
Changes in assets and liabilities:
Decrease (increase) in trade receivables 13,667 (10,240) 132
Decrease (increase) in other receivables and debit balances 3,131 (1,779) 8,632
Decrease (increase) in long term other receivables and debit balances 1,616 2,502 (411)
Increase in trade payables 3,820 2,514 9,540
Increase (decrease) in liabilities in respect of the termination of
employee-employer relationships 39 (44) 1,505
Increase (decrease) in other payables 1,099
23,372
13,275
6,228
(177,367)
(157,969)
(76,290) 107,215 (581,509)
Activities not involving cash flows
Investments in investment property against other payables and credit 13,871 16,878 8,727
balances
Exercise of options for employees against receivables - 1,257 -
Proceeds from asset realization 8,250 - -
Early redemption of bonds through bond exchange (see note 9t) 709,006 - -
Additional information
Interest paid (**) 143,141 154,307 179,085
Interest received (***) 36,865 24,591 21,627
Taxes paid (*) 52,378 17,219 174,822
Taxes received 8,006 4,765 2,831
Dividend received 1,500 4,500 4,750

(*) Taxes paid in 2022 include taxes paid in respect of an assessment agreement in the company (for more details, see Note 12H1 in the company's consolidated annual financial statements for 2024. Taxes paid in 2024 include betterment tax for the sale of properties.

  • (**) Interest paid in 2022 including interest related to tax assessment. Interest paid in 2023 includes interest derived from the expansion of bond series in 2022. Interest paid in 2024 includes interest derived from the expansion of bond series in 2023.
  • (***) Interest received in 2022 ,2023 and 2024 includes interest derived from the expansion of bond series.

The accompanying notes to the condensed consolidated interim financial statements are an integral part thereof.

Note 1: General

A. The Company's business:

The Group is engaged, directly and indirectly, though corporations under its control, in the rental, management and maintenance of income-generating properties in Israel, and also in the initiation and development of land for rental purposes for self-use. The Group owns property, directly and indirectly, which includes offices, commercial centers, department stores, central bus stations, industrial parks and industrial and logistical buildings.

The Company is held by Alony-Hetz Properties and Investments Ltd. at a rate of approx. 51%. The Company's securities are listed for trading on the Tel Aviv Stock Exchange.

B. Definitions:

The Company Amot Investments Ltd.
-
The parent
company
-
Alony-Hetz Properties and Investments Ltd., a public company,
whose securities are listed for trading on the Tel-Aviv Stock
Exchange
The Group -
The Company and its consolidated companies, as defined below. A
list of the group companies is presented in an appendix to the
financial statements.
Consolidated
companies
-
Companies in which the Company has control (as defined in IFRS
10), directly or indirectly, whose financial statements are fully
consolidated, with the Company's financial statements.
Joint
arrangements
-
Companies that are held by a number of parties, between which a
contractual arrangement exists for the exercise of joint control.
Investee
companies
-
Consolidated
companies
and
proportionately
consolidated
companies. See Notes 7
and 25
for
a list of the consolidated
companies and proportionately consolidated companies.
Company or
corporation
-
For the purposes of the above definitions –
including a partnership.
Related parties -
As defined in IAS 24
Interested party -
As defined in the Securities Law –
1968, and the regulations
promulgated thereunder.
Controlling
interest
-
As defined in the Securities Regulations (Annual Financial
Statements) –
2010.
Index -
The Consumer Prices Index, as published by the Central Bureau of
Statistics.
Dollar -
The US Dollar

Note 1: General (Continued)

C. "Iron Swords" War

For the past year and four months the State of Israel has been in the midst of a war on several fronts, which broke out on October 7 2023, following the unprecedented and murderous surprise attach by the Hamas terrorist organization against the State of Israel. The brutal attack by Hamas and the war that has been taking place since then at varying levels of intensity, has already cost the lives of over 2,000 civilians and soldiers murdered or killed, with thousands of wounded and some 90 civilians and soldiers who are still imprisoned and held hostage in the Gaza Strip (some of whom, unfortunately, are no longer alive), and intensive negotiations are currently underway with Hamas to release them in stages and we all pray that they will be freed soon.

As war was declared, large numbers of reserve soldiers were called up and an attack was launched against the Gaza Strip, which later expanded to an extensive ground campaign throughout the Strip and a multi-theater war against Hamas in the Gaza Strip, the terrorist organization Hezbollah and its affiliates in Lebanon and Syria and against Iran and all of its proxies including the Houthis in Yemen.

In the first two months, the direct impact of the war on the Israeli economy and on capital market activity was very significant and led to reduced activity in Israel and decreased economic activity as well as massive fluctuations in financial markets and in the exchange rate of the NIS vs. foreign currencies, as a result of an increase in the risk and uncertainty levels. However, toward the midpoint of the fourth quarter of 2023 the Israeli economy began entering a routine in the shadow of the fighting and restrictions on activities were lifted, except for areas near the northern border. At the same time, the construction and agricultural sectors has seen significant harm to their offering of works, due to restrictions on the entrance of workers from Judea and Samaria, a full halt of the employment of workers from Gaza and the departure of foreign workers. Starting July 2024 Israel began employing an active approach in dealing with fighting in the north ad started initiating military activity against Lebanon, Iran and Yemen, in which leaders of the organizations (Ismail Haniyya, Yehia Sinwar and Hassan Nasrallah) were killed and many Hezbollah fighters were casualties of the "beeper attack"; Israel attacked in Yemen and launched a ground invasion against Lebanon and in late October 2024 it conducted its first major attack against Iran.

At the same time, the continuation of fighting and its economic implications over the course of the year led to a drop in Israel's credit rating, for the first time in its history, by the three international agencies rating it.

In recent months there has been a positive change evident in the domestic market which has continue to grow stronger following the signing of the ceasefire agreements with Hamas and Hezbollah and in particularly after recently reaching a (partial) agreed-upon outline agreement with Hamas to return the hostages and prisoners in the Gaza Strip, which we all hope will indeed lead to all of the hostages returning home.

Assuming that the intense portion of the war is behind us, Israeli economic elements estimate that 2025 may be a year of careful recovery, assuming that we reach security stability and implement adjusted economic policy steps. The general assumption is that the direct economic impact of the war will continue through the beginning of 2025, although the recent geopolitical developments in the region and around the world may lead to a moderation in the probability of the realization of more extreme scenarios. At the same time, the current state of uncertainty is still higher than usual and all developments, such as violation of the agreement to return the hostages by Hamas and/or violation of the cease fire agreements and returning to fighting in any of the sectors, may have an impact and materially change existing forecasts.

Due to the "Iron Swords" war as described extensively above, the impact on the Company's financial results as of the report date is negligible.

Note 2: Principal accounting policies

The financial statements have been prepared in conformity with International Financial Reporting Standards (IFRS):

The following are the principal accounting policies pursuant to the IFRS Standards, which have been implemented in the preparations of the consolidated financial statements:

A. Declaration regarding the implementation of International Financial Reporting Standards (IFRS):

The Group's consolidated financial statements were prepared in accordance with International Financial Reporting Standards (hereinafter: "IFRS") and interpretations thereof which have been published by the International Accounting Standards Board (IASB). The significant accounting policies specified below were applied consistently for all periods presented in these consolidated financial statements. For details regarding newly published standards and interpretations, and amendments to standards, see Note 3.

The basis for the presentation of the financial statements:

The Company's financial statements are prepared on a cost basis, except for investment property, derivatives measured at fair value, share-based payment, certain financial instruments, deferred tax assets, deferred tax liabilities, and provisions which are measured based on estimates and assumptions.

Statement of cash flows:

The statement of cash flows from operating activities is presented according to the indirect approach; Interest which has been paid and received by the Group is classified in the statement of cash flows under operating activities, except for borrowing costs, which are capitalized to qualifying assets, while the investment therein, and the construction thereof, are classified as investing activities; Cash flows arising from taxes on income and indirect taxes are classified under operating activities, unless they are specifically identifiable with investing activities or financing activities; Dividends which have been paid are included under financing activities; Dividends received from investee companies and others are included under operating activities.

The implementation of the Securities Regulations:

The financial statements were prepared in accordance with the Securities Regulations (Annual Financial Statements), 5770-2010 (hereinafter: "Financial Statements Regulations").

B. Period of the operating cycle:

The period of the Group's operating cycle does not exceed 12 months.

C. Principle considerations, estimates and assumptions in the preparation of the financial statements:

Estimates and assumptions

When preparing the financial statements, management is required to make use of estimates, approximations and assumptions, which affect the implementation of the accounting policy and the reported amounts of assets, liabilities, income and expenses. The estimates, and their underlying assumptions, are reviewed on a regular basis. Changes in accounting estimates are carried in the period when the change in estimate was made.

Presented below are the main assumptions used in the financial statements concerning the uncertainty as of the date of the statement of financial position, and the critical estimates which were calculated by the Group, where a material change to the estimates and assumptions could change the values of the assets and liabilities in these financial statements, or in the following reporting year:

Note 2: Principal accounting policies (Continued)

C. Principle considerations, estimates and assumptions in the preparation of the financial statements (Continued):

- Investment property

The Group's investment property is presented at fair value, while changes in their fair value are carried to the statement of income as income or expenses.

For the purpose of determining the fair value of investment property, Company management mostly relies on valuations which are prepared by external independent real estate valuers with the appropriate knowledge, experience and expertise. It is the practice of Company management to determine the fair value according to standard methods for the valuation of real estate properties, mostly cash flow discounting and comparing the sale prices of similar properties, and the Group's properties in the nearby area. When using the discounted cash flow method, the interest rate used to discount the net cash flows expected from a property is known to have a significant effect on its fair value.

In determining fair value, the following were taken into consideration, inter alia: comparable transactions in the market, capitalization rates used to discount future cash flows, duration of the rental period, tenant robustness, scope of vacant areas in the property, the duration of the properties' rent agreements, and the duration of time required to rent out the properties once they are vacated (Vacancy), the duration and scope of areas that are either vacant or rented out at prices below market prices, adjustment of rental fees in properties where the rental fees are above market prices, due to investments required for development and/or retention (Over-rented), and discounting of operational costs that are not covered, on the occasion the properties are managed by deficient management companies (Under-rented). A change in the value of any or all of these components may significantly affect the fair value of the property, as assessed by the Company management. In accordance with IFRS 13, the Company carried to the statement of income transaction costs which materialized upon the acquisition of new properties. The Group strives to determine fair value as objectively as possible, although the process of estimating the fair value of investment property also includes subjective elements which originate, inter alia, from the past experience of Company management, and its expectations regarding future trends in the investment property market on the date when the fair value was determined.

- Investment property under construction and building rights

The fair value of rights in land for real estate for investment under construction is calculated per one of the following two methods, as applicable:

  • Estimated fair value of the land components and the building right (primarily with the approach of comparing similar parcels of land while making required adaptation) in addition to the accrued construction costs and entrepreneurial profit attributed to these costs, when applicable.
  • Estimated expected fair value of the real estate for investment once its construction is completed, deducting the current value of the expected estimated construction costs for its completion, and deducting entrepreneurial profit, while taking into consideration the applicable risks and the attributes of the real estate property for investme

In light of this, and in light of the said in the previous paragraph, determining the fair value of the Group's real estate for investment necessitates consideration. Changes to the assumptions used to determine the fair value may have a substantial effect on the Group's financial condition and the outcomes of its activities.

Note 2: Principal accounting policies (Continued)

C. Principle considerations, estimates and assumptions in the preparation of the financial statements (Continued):

- Investment property under construction and building rights

The Group strives to determine fair value as objectively as possible – however, the process of assessing the fair value of real estate for investment under construction also includes subjective elements – which stem, among other things, from the Company management's past experience and its understanding of expected occurrences in the real estate for investment market at the time the fair value estimate is determined.

- Investment property

In light of this, determining the fair value of the Group's real estate for investment necessitates consideration. Changes to the assumptions used to determine the fair value may have a substantial effect on the Group's financial condition and the outcomes of its activities.

D. Joint arrangements:

A "joint arrangement" is a contractual agreement under which the Group and other parties perform economic activity which is subject to joint control. Joint control exists when the contractual arrangement includes a requirement that resolutions pertaining to the venture's financial and operational strategy must be reached unanimously by the parties which jointly control the joint venture. Two types of joint arrangements exist. The type of the arrangement depends on the rights and obligations of the parties to the arrangement:

A "joint venture" is a joint arrangement in which the parties have rights to the net assets attributed to the arrangement, in joint arrangements which constitute a joint venture, the Group recognizes the joint venture as an investment, and accounts for it using the equity method.

A "joint operation" is a joint arrangement in which the parties have rights to the assets, and obligations with respect to the liabilities, which are attributed to the arrangement. In joint arrangements which constitute joint operations, the Group recognizes, in the Group's statement of financial position, its proportional share in the assets and liabilities of the joint operation, including jointly held assets and materialized liabilities. The statement of income includes the Group's proportional share in the joint operation's income and expenses, including jointly produced income and incurred expenses.

Transactions the Group's member companies and joint operations which are held by the Company are recognized only in the amount of the other parties' share in the joint operation

E. Borrowing costs:

Borrowing costs which are directly attributable to the construction of investment properties, where the preparation thereof for their intended use or sale requires a significant period of time, are capitalized to the cost of those assets, until the date when those properties are mostly ready for their intended use as investment properties. The borrowing costs were calculated by multiplying the Company's average interest rate by the actually invested cost of the asset. All

other borrowing costs are recognized under profit and loss on the date of their materialization.

F. CPI-linked bonds which have been issued by the Company:

The bonds are initially recognized at fair value less transaction costs. In periods following initial measurement the bonds are measured, insofar as the results of that measurement are material, according to their amortized cost, with the financing costs generally carried to the statement of income using the effective interest method. The effective interest rate is determined as the real rate plus linkage differentials, in accordance with the actual changes in the CPI until the end of the reporting period. Regarding interest in the exchange of bond series, see note 9i.

Note 2 – Principal accounting policies (Continued)

G. Revenue recognition:

The Company has revenue from the rental and management of investment property which is carried to the statement of income as accumulated over the rental period, in a straight line. The Company recognizes revenue with respect to the provision of property management services (maintenance, cleaning, etc.) on a gross basis, since it serves as the primary supplier with respect to those services.

H. Income taxes:

Expenses (income) in respect of income taxes include the total of current taxes, as well as the total change in deferred tax balances, except for deferred taxes in respect of transactions which are carried directly to equity.

The Group's member companies create deferred taxes with respect to temporary differences between the values for tax purposes of assets and liabilities, and their values in the financial statements. Deferred tax balances (asset or liability) are calculated according to the tax rates which are expected to apply upon their realization. One of the significant temporary differences in the Company is due to the measurement of real estate at fair value in the financial statements, while their value for tax purposes is the CPI-linked amortized cost.

I. Derivative financial instruments and hedge accounting:

The Company has two bond series in NIS (Series E and Series G). The Company converted those series into CPI-linked transactions through hedging transactions, see Note 9 and Note 23 below. The hedge is a fair value hedge, a conversion between fixed and variable principal and interest cash flows, depending on changes in the CPI. Changes in the value of financial instruments designated to hedge fair value risk are immediately recognized in the statement of income in parallel changes in the fair value of the hedged item, which are attributed to the hedged risk (the change in the consumer price index).

The Group applies the hedge accounting model of IFRS 9.

J. Exchange rates and the linkage basis:

The following are data on the exchange rate of the Dollar and on the index:

The index in Israel
Representati
ve
exchange
rate
of the dollar
The known The index
for
the month
in
index in
points points
As of the date of the financial statements:
As of December 31 2024 3.647 152.984 152.562
As of December 31 2023 3.627 147.918 147.777
Rates of change: % % %
For the year ended December 31, 2024 0.55 3.43 3.24
For the year ended December 31, 2023 3.07 3.34 2.96
For the year ended December 31, 2022 13.15 5.28 5.26

Note 3 – Newly Published Financial Reporting Standards and Interpretations, and Amendments to Standards

New financial reporting standards:

International Financial Reporting Standard 18 "Presentation and Disclosure in Financial Statements" ("IFRS 18") – On 9 April 2024, IFRS 18 was published, superseding International Accounting Standard 1 "Presentation of Financial Statements" ("IAS 1"). The purpose of this standard is to improve the manner in which data is relayed by entities to the users of their financial statements.

The standard focuses on the following areas:

Structure of the Profit or Loss Statement – presentation of pre-defined subtotals and division of the Profit or Loss statement into categories.

Requirements for improving aggregation and disaggregation of information in financial statements and notes.

Presentation of information regarding management-defined performance measures ("MPMs") that are not based on accounting standards (NON-GAAP) in the notes for the financial statements.

Additionally, upon the implementation of IFRS 18, amendments to other IFRS standards will also enter into effect, including International Accounting Standard 7 "Statement of Cash Flows", intended to improve comparison between entities. The changes mainly include: using a subtotal of operating profit as the sole starting point in implementing the indirect method of reporting cash flows from ongoing activities, as well as revoking alternatives for choice of accounting policies regarding the presentation of interest and dividends. As such, with the exception of certain cases, interest and dividends received will be included under cash flows from investment activities, and on the other hand, interest and dividends paid will be included under financing activities.

The standard will enter into effect for the annual reporting periods starting 1 January 2027 or later. The standard is implemented retroactively, with specific instructions for transition. Early adoption is possible. However, per the decision of the Israel Securities Authority, early adoption will only be made possible beginning with the period starting 1 January 2025 (Q1 2025 financial statements).

The Company is examining the impact of IFRS 18, including the impact of the amendments to other IFRS standards as a result of its implementation, on the financial statements.

Note 4: Cash and cash equivalents

Composition:

Interest
rate
As of December 31
As of
December
31
2024 2023
2024 NIS thousands
%
In Israeli currency:
Cash in hand and balances in banks 79,854 64,460
Short-term deposits 4.20-4.24 208,504 456,752
521,212
288,358

Note 5: Long-term receivables

Composition:

As of December 31
2024 2023
NIS thousands
Long term revenues receivable 15,518 17,134
Partners' balance and others 97,347 79,097
112,865 96,231

Note 6: Investment property; investment property under construction and building rights

A. Composition and movement:

Investment property
under
construction
and building
property rights Total
NIS thousands
Balance As of January 1 2023 15,955,522 2,266,008 18,221,530
Additions deriving from acquisitions 49,494 5,491 54,985
Transfer to held for sale (177,825) - -177,825
Investments and others 81,925 363,217 445,142
Capitalized credit costs - 39,648 39,648
Gain on the adjustment of fair value, net 246,534 (1,811) 244,722
Balance As of December 31 2023 16,155,649 2,672,553 18,828,202
Additions deriving from acquisitions 3,200 287,788 290,988
Realization of assets (21,750) (158,987) (180,737)
Transfer from investment property under construction to
investment property 180,378 (180,378) -
Investments and others 51,706 342,144 393,850
Capitalized credit costs - 52,934 52,934
Gain on the adjustment of fair value, net 340,992 211,080 552,072
Balance As of December 31 2024 16,710,175 3,227,134 19,937,309

B. See Note 15 for information regarding revenues from rental fees that are sourced in investment property.

C. Discount rate:

See Note 21B3.

D. Transactions in the reporting year and thereafter in connection with investment property and property under construction:

Sale of Properties

Over the course of the reported period four cash-generating properties were sold in return for a total of 200 million NIS, some of the properties were classified as held for sale in the 2023 Statements.

Purchase of Land Reserves

Subsequent to the balance sheet date, the Company entered into an agreement with an unrelated third party to purchase a half of land with an area of 1 donam near the ToHa Project, on which 2,000 sqm of employment space and 33 residential housing units can be built, in return for a payment of 41.5 million NIS, plus VAT are required by law.

Note 6: Investment property; investment property under construction and building rights

E. Projects under construction, planning, and initiating:

Amot Modi'in

The office building with an area of 9,000 sqm (Company's share 75%), built as part of the Shufersal Online. At the end of 2024, the property was classified as investment property.

Halehi Compound

The lot is located in the Bnei Brak's Northern Industrial Zone, adjacent to Yarkon Park and the Ramat Hachayal Compound and near the Bnei Brak railroad station and the Green Line station. The Company, along with Allied Real Estate Ltd., are working together to plan and build an office and commercial project, which will feature 100,000 m² of above-ground space, featuring 45 office stories above 3 commercial stories. The total investment in the project (including the land component and underground parking levels) is estimated by the parties at 1,530 million NIS (Company's share 50%). As of the publication of the report the project is in advanced stages of implementation of finishing and systems work, the commercial levels were delivered to the tenants for adjustment works and a number of shops have been opened to the public The Company has signed contracts totaling 8,500 m² (Company's share 50%), which are expected to generate yearly rental fees of 14 million NIS (Company's share 50%).

K Compound Jerusalem

On June 14 2020 the Company, along with Allied Real Estate Ltd., won a tender to lease a lot with an area of 0.45 hectares (K Compound) in the "Sha'ar Ha'ir" compound that will be constructed at the entrance to the city of Jerusalem. The project has an above-ground area of 79,000 m² according to the valid Town Plan and 93,000 m² according to the deposited Town Plan, as well as the right to attach 200 built-up parking spaces in an underground parking garage adjacent to the compound, in addition to parking existing in the compound (Company's share – 50%). The project is mixed-use and includes employment, hotels and special residential units. The total investment in the project, including the land component, is estimated by the parties at 1,440 million NIS (Company's share 50%). As of the report date the project is approaching the conclusion of its foundation works.

Beit Shemesh Logistical Center

In June 2021 the Company purchased from Y.D.E. Menivim Ltd. 60% of a lot with an area of 4 hectares in Beit Shemesh for the construction of a logistical center. The partners built a logistical center in the compound 50,000 sqm in size, for a total cost of 360 million NIS, with the Company's share being 216 million NIS. As of the report date, the project was in the middle of finishing works for the lower logistical center while the upper logistical center has been handed over to the customer.

The upper logistical center with an area of 24,000 sqm (Company's share – 60%) has begun generating income. The yearly scope of rental fees is 14 million NIS (Company's share – 60%). In light of the above, the Company has reclassified the logistics centers section from investment property under construction to investment property.

Note 6: Investment property; investment property under construction and building rights (Continued)

Land on Hasolelim Steet, Tel Aviv

In March 2024 the Company purchased land on Hasolelim Street in Tel Aviv with ana rea of 0.56 hectares from the City of Tel Aviv-Yafo to build an office tower, in return for a total of 210 million NIS (not including transaction costs), with the land being centrally located and highly accessible. The land is leased from the City of Tel Aviv-Yafo until 2059. The Company is promoting a compound design with bordering landowners, National Outline Plan 70 is being advanced for the location (increasing construction rights near mass transit stations).

AMOT Denishra – Afek Park

A joint project for the Company and Denishra International Ltd. (each party's share being 50%) to build a fourth office structure above an existing commercial floor in the Amot Park Afek compound in Rosh Ha'ayin. The entire compound is jointly owned by the parties.

The structure shall feature 6 floors above the ground floor with a total area of 9,400 m². The construction rights for the construction of the structure were received within the framework of a Town Plan promoted by the parties and which was validated in 2020. The total investment in the project's construction is estimated at 80 million NIS (the Company's share – 50%). A building permit was received over the course of January 2023 and the project is in the final stages of finishing works. A Form 4 is expected to be received over the course of the first quarter of 2025.

ToHa2 (Totzeret Ha'aretz)

Within the framework of the joint transaction between the Company and the Gav Yam Land Corporation Ltd., who hold the rights, jointly and in equal shares, to land at the intersection of Totzeret Haaretz Steet, Yigal Alon Steet and Hashalom Road in Tel Aviv, on which the ToHa2 tower is being built with an aboveground area of some 156,000 m² ("ToHa2"). In June 25 2024 the partners entered into a rental agreement with Google Israel Ltd. ("Google").

According to the agreement, Google shall rent some 60,000 sqm from the partners at the envelope level in the upper portion of the ToHa2 tower as well as several hundred parking spaces, for a rental period of 10 years (with a one-time exit option after 5 years), which will begin in the first quarter of 2027, with the completion of the constriction of ToHa2, in return for rental fees for a total of 115 million NIS per year, linked to the May 2024 CPI (Company's share – 50%).

As is accepted in this type of transactions, in addition to the rental agreement, construction and management agreements were signed, while providing mutual guarantees for the parties' commitments.

Land in Tel Aviv – ToHa

In February 2024 the Company entered into an agreement with Gav-Yam Land Ltd., the partner in the ToHa Project in Tel Aviv, to sell one half of Amot's right to a parcel of land with an area of 0.3 hectares (Lot 300) near the ToHa Project, according to the terms of the agreement 50% of the proceeds of the transaction was received in the first quarter of 2024 and the remaining 50% were received over the course of the third quarter of 2024. According to the approved Town Plan, a project may be built on the land with 5,000 m² of employment space and 90 housing units, the proceeds of the sale amount to a total of 155 million NIS, plus VAT as required by law. Over the course of the past two years the partnership completed the purchase of properties bordering with the ToHa compound, in order to develop and empower construction rights in the compound in accordance with the municipal and national outline planes. The total scope of purchases to date amounts to a total of

some 613 million NIS (including Lot 300), with the Company's share being 50%.

Note 6: Investment property; investment property under construction and building rights (Continued)

F. Additional information:

See Note 13B for information regarding liens.

G. Sensitivity analysis:

The following is a sensitivity analysis for the value of investment property on the discount rate (Cap Rate) on an amended NOI basis (including companies in joint arrangements):

Based on an NOI of approximately NIS 1,072 million the impact of any change of 0.25% in the discount rate (Cap Rate) will lead to a change in the fair value of approximately NIS 652 million, less deferred taxes at a rate of 23% - approximately NIS 502 million (Average change of increase and decrease in the discount rate).

Note 7: Investment in investee companies and an asset available for sale, which is held for distribution to shareholders

(1) Details of the Group's investee companies

The name of the consolidated company Country
of incorp-
capital rights in the
consolidated
company
investment in the
investee company (*)
oration
As of December 31 As of December 31
2024 2023 2024 2023
% % NIS thousands
Fully consolidated
Ayalot Investments in Properties Ltd.
Ayalot Investments in Properties (Kfar Saba) 1992
Israel 90% 90% (573) (527)
Ltd. Israel 100% 100% 119,085 110,089
Ayalot Investments (T.M.R.) 1994 Ltd.
Ayalot Investments in Properties (Netanya) 1993
Israel 100% 100% 192,793 175,756
Ltd. Israel 100% 100% 577,709 638,383
Ayalot Investments in Properties (Herzliya) Ltd. Israel 100% 100% 72,026 67,630
Ayalot Investments in Properties (AB"G) 1992 Ltd. Israel 100% 100% 149,812 128,996
Ayalot Investments (Patir) 1996 Ltd.
Ayalot Investments in Properties (Rehovot West)
Israel 100% 100% 106,299 106,178
1992 Ltd. Israel 100% 100% 404,633 352,428
Ayalot Investments (Ramat Vered) 1994 Ltd. Israel 100% 100% 678,232 611,994
Ayalot Investments in Properties (Har Hotzvim)
1994 Ltd. Israel 100% 100% 146,613 147,115
Hakirya Center (Ashdod 1995) Ltd. Israel 100% 100% (2,623) (2,272)
Nes-Pan Ltd. Israel 100% 100% 656,368 602,502
Amot Investments Construction Ltd Israel 100% 100% (68) (58)
Amot Real Estate initiation and Development Ltd. Israel 100% 100% (2,396) (930)
Joint Operations
The Central Station in Jerusalem (Management)
1996 Ltd.
Israel 50% 50% (3,795) (3,795)
Kochav Or Industry and Commerce Ltd. Israel 50% 50% 17,117 14,536
Amot – Clal Joint Venture Israel 50% 50% - -
Ashtrom Properties Ltd – Amot Investments Ltd.
(Joint Venture) Israel 50% 50% - -
Ayalot HaYarkon Joint Venture Israel 50% 50% - -
Century Tower parking Ltd Israel 50% 50% - -
Merkazit Jerusalem Joint Venture for Rental Israel 50% 50% - -
Amot Investments and Gabriels Hotzot Karmiel Israel 50% 50% - -
Amot Ronimore Asset Management Ltd Israel 50% 50% - -
Merkazim 2001 Israel 50% 50% - -
Gev Yam Amot Tozeret Haaretz Joint Venture Israel 50% 50%
Ellied Amot Jerusalem entrance gate Joint
Venture Israel 50% 50% - -
Ellied Amot Halechi Bnei Brak Joint Venture Israel 50% 50% - -
Joint Ventures
Izdrechet Investments Company Ltd. Israel 50% 50% 33,825 32,693
Hotzot Alonym Ltd. (**) Israel 49% 49% 27,807 26,059
Amot Shaul Ltd. (***) Israel 50% 50% 26,308 34,924
Amot Danisra Park Afek Ltd. Israel 50% 50% 70,661 63,681
Ziviel Investments Ltd. (**) Israel 49% 49% 85,320 82,521
Roni Dan Investments Ltd. Israel 50% 50% 83,149 80,206
Hefetz Haim Warehouses AGSH Ltd. Israel 50% 50% 46,328 41,066

Note 7: Investment in investee companies and an asset available for sale, which is held for distribution to shareholders (Continued)

(1) Details of the Group's investee companies (Continued)

  • (*) The extent of the investment in investee companies and joint ventures, which are held directly is calculated as a net amount, based on the consolidated financial statements, which is attributed to the shareholders in the parent company, of the total of the assets less the total of the liabilities, which represent financial information in respect of the investee companies in the Company's consolidated financial statements.
  • (**) The Company holds 49% of the regular shares in Hotzot Alonym Ltd. and in Ziviel Ltd. and half of the voting rights. However, the Company has the right to appoint/ dismiss half of the members of the Board of Directors. As a result of this, the Group has joint control over the financial and operating policies of those companies and has recorded them under the equity method in its consolidated financial statements.
  • (***) Some of the shares are held in trust for the Company.

(2) Details of loans that have been extended by the Company to investee companies and bonds that have been issued to the Company

Interest Balance of the loan
As of December 31
rate
2024 2024 2023
Details of the company to which the loan has
been Fully consolidated
Linkage terms % NIS thousands
Ayalot Investments in Properties (Herzliya) Ltd. Linked to the Consumer Prices Index (see 2) 3.00 4,500 70,200
Ayalot Investments in Properties (Herzliya) Ltd. Unlinked (see 1) - 58,000 -
Ayalot Investments in Properties (AB"G) Ltd. Linked to the Consumer Prices Index (see 2) 3.00 21,100 28,800
Ayalot Investments in Properties (Kfar Saba) Ltd. Linked to the Consumer Prices Index (see 2) 3.00 34,050 121,000
Ayalot Investments in Properties (Kfar Saba) Ltd. Unlinked (see 1) - 66,000 -
Ayalot Investments in Properties (Rehovot West) Ltd. Linked to the Consumer Prices Index (see 2) 3.00 428,650 792,100
Ayalot Investments in Properties (Rehovot West) Ltd. Unlinked (see 1) - 332,000 -
Ayalot Investments in Properties (Har Hotzvim) Ltd. Linked to the Consumer Prices Index (see 2) 3.00 133,500 333,200
Ayalot Investments in Properties (Har Hotzvim) Ltd. Unlinked (see 1) - 95,000 -
Ayalot Investments (T.M.R.) 1994 Ltd. Linked to the Consumer Prices Index (see 2) 3.00 61,600 66,600
Ayalot Investments (Ramat Vered) 1994 Ltd. Linked to the Consumer Prices Index (see 2) 3.00 362,700 406,000
Ayalot Investments (Patir) 1996 Ltd. Linked to the Consumer Prices Index (see 2) 3.00 4,350 11,500
Nes-Pan Ltd. Linked to the Consumer Prices Index (see 2) 3.00 85,950 127,600
Joint Ventures
Hotzot Alonym Ltd. Unlinked 5.18 8,393 9,372
Amot Shaul Ltd. Unlinked 4.00 27,967 26,888
Amot Shaul Ltd. Linked to the Consumer Prices Index - 21,210 20,507
Amot Danisra Park Afek Ltd. Unlinked - 2,688 2,599
Amot Danisra Park Afek Ltd. Linked to the Consumer Prices Index 2.62 (6,014) (5,672)

(1) Capital note.

(2) Starting from January 1, 2023, the principal of the debt bears index-linked, annual interest at a rate of 3% the interest rate, including linkage differentials on the principal part, will not fall below the interest rate prescribed regarding Section 3J of the Income Tax Ordinance.

1,743,865 2,015,665

Hefetz Haim Warehouses AGSH Ltd. Unlinked (see 1) - 2,221 4,971

  • Note 7: Investment in investee companies and an asset available for sale, which is held for distribution to shareholders (Continued)
    • (3) Details of loans that have been extended by the Company to investee companies and bonds that have been issued to the Company
As of December 31
2024 2023
NIS thousands
83,938 87,645
83,938 87,645

(4) Dividends received from joint transactions

In 2024, dividends in the amount of NIS 1,500 thousand were obtained from joint transactions.

Note 8: Other payables, payables for investment property

As of December 31
2024 2023
A. Other payables NIS thousands
Interest payable for long-term liabilities 78,629 82,639
Liabilities to partners 1,532 1,511
Revenues in advance 35,128 30,152
Institutions 4,838 4,502
Employees and institutions for salaries 16,951 17,326
Liabilities payable 13,689 23,491
Others 325 1,247
151,092 160,868
As of December 31
2024 2023
B. Payables for investment property: NIS thousands
Liabilities payable to sellers of investment property
Liabilities to authorities and payables for investment property
784 784
transactions 53,380 43,229
54,164 44,013

Note 9: Bonds

A. Composition:

Interest rate
As of
December 31 As of December 31
2024 2024 2023
Composition % NIS thousands
Bonds (Series D) –
B
below
3.20 648,169 1,598,325
Less –
current maturities
158,728 389,935
489,441 1,208,390
Bonds (Series E) –
C
below
3.39 323,557 648,392
Less –
current maturities
190,277 238,560
133,280 409,832
Bonds (Series F) –
D
below
1.14 2,654,028 2,557,750
Less –
current maturities
268,266 -
2,385,762 2,557,750
Bonds (Series G) –
E
below
Less –
current maturities
2.44 1,145,094
-
1,121,518
-
1,145,094 1,121,518
Bonds (Series H) –
F
below
Less –
current maturities
0.92 2,847,092
-
2,579,838
-
2,847,092 2,579,838
Bonds (Series I) –
G below
Less –
current maturities
3.20 827,749
-
-
-
827,749 -
Bonds (Series J) –
H
below
Less –
current maturities
5.79 267,864
-
-
-
267,864 -
8,096,281 7,877,329

Note 9: Bonds (Continued)

B. Bonds (Series D):

From July 2014 to December 2022, the Company issued NIS 1,754 million par value of CPI-linked bonds (Series D) (with respect to July 2014) , bear annual interest at an annual rate of 3.2%, and are repayable in six (6) unequal annual payments, which will be paid on July 2 of each of the years 2023 to 2028 (inclusive), as follows: (A) two payments at a rate of 20% of the par value of the principal of the bonds will be paid on July 2 of each of the years 2023 and 2024, inclusive. (B) Four payments at a rate of 15% of the par value of the principal of the bonds, each, will be paid on July 2 of each of the years 2025-2028, inclusive. The interest payments will be paid on July 2 of each of the years 2015 to 2028 (inclusive). The effective interest rate on the bonds is 2.09%.

In December 2024, the Company performed a swap of 500 NIS NV bonds (Series D) (constituting 48% of the total outstanding bonds (Series D) in return for 574 million NIS NV bonds (Series I), by way of a swap purchase offer. The swap ratio of the bonds (series D) set in the tender is 1.148. The notational value sum as of the swap date is 552 million NV, for further details on the swap, see Note 9i below.

The bonds include a commitment not to create floating leans on the Company's property (a negative pledge) in support of any third party whatsoever as collateral for any debt or liability whatsoever, except subject to the creation of such a floating lien ranking pari passu in support of The holders of the bonds. This commitment will not apply if certain conditions are met, as detailed in the trust deed for the bonds.

Furthermore, the bonds include conditions for making them repayable immediately upon the occurrence of certain events, which include, inter alia, the following events:

  • The Company's shareholders equity, in accordance with its consolidated financial statements is less than an amount equivalent to NIS 1 billion throughout two consecutive quarters;
  • A net financial debt (less the value of investment property under construction) to amended annual NOI ratio exceeding 14 throughout two consecutive quarters; (net financial debt: the Company's cumulative debt to banking corporations, to other financial institutions and holders of all types of bonds less cash and cash equivalents, deposits, monetary funds, marketable securities, all of which in accordance with their values in the Company's consolidated statement of financial position);
  • The rating for the bonds (Series D) is BBB- (BBB Minus) for two consecutive quarters;
  • The shareholders equity, with the addition of deferred tax liabilities, net, will be less than 22.5% of the total of the statement of financial position less cash and cash equivalents and less marketable securities, on a consolidated basis throughout two consecutive quarters;
  • The value of the uncharged assets may not be less than the higher of an amount of NIS 1 billion or an amount equal to 125% of the balance of the liability value of the bonds (Series D) throughout two consecutive quarters;
  • A demand for immediate repayment, which has not been removed, for a significant loan (a loan that constitutes the higher of 7.5% or more of the Company's gross financial liabilities or a linked amount of NIS 180 million) or a bond that is traded on the Tel-Aviv Stock Exchange;
  • The bonds (Series D) contain provisions for restricting the distribution of a dividend if certain conditions are met;

Note 9: Bonds (Continued)

B. Bonds (Series D):

• In addition, the bonds include additional, generally accepted conditions for making the loans repayable immediately, in relation to the following events: (1) a structural change and merger; (2) liquidation, receivership and proceedings for the realization of assets and debt collection proceedings; (3) a change in control; (4) a cessation in trading; (5) cross default and etcetera.

As of the reporting date, the Company is in compliance with all of the financial covenants.

C. Bonds (Series E):

As from March 2016 and up to December 2018, the Company issued NIS 1,085 million par value of bonds (Series E). The bonds (Series E) are repayable in six (6) annual payments: two payments at a rate of 10% of the principal, each, on January 4 in each of the years 2021 and 2022, inclusive and four payments at a rate of 20% of the principal, each, on January 4 in each of the years in each of the years 2023 – 2026 (inclusive). The interest on the bonds (Series E) is at a rate of 3.39% a year, which is payable in annual payments on January 4 in each of the years in each of the years 2017 – 2026 (inclusive). The principal of and the interest on the bonds (Series E) are not linked to any index or currency whatsoever.

In December 2024, the Company performed a swap of 107 NIS NV bonds (Series E) (constituting 25% of the total outstanding bonds (Series E) in return for 105 million NIS NV bonds (Series J), by way of a swap purchase offer. The swap ratio of the bonds (series E) set in the tender is 0.976. The notational value sum as of the swap date is 163.4 million NV, for further details on the swap, see Note 9i below.

The bonds (Series E) include conditions for making them repayable immediately upon the occurrence of certain events, which are similar in their substance to the conditions for being made repayable immediately that are determined for the Company's bonds that are traded and are in circulation of Series B and D, which include, inter alia, events that are connected to the transfer of control in special circumstances; compliance with financial covenants including the maintenance of shareholders' equity, which will not be less than an amount equal to NIS 1.2 million.

Further to the issuance of the bonds (Series E), the Company has executed hedging transactions opposite financial institutions in Israel, which converted the Shekel interest at a rate of 3.39% a year into principal that is index linked and bears interest at a rate of between 2.125% and 2.49% a year, for an overall principal amount of NIS 875 million. As of today, the principal balance is 327 million NIS.

As of the reporting date, the Company is in compliance with all of the financial covenants.

D. Bonds (Series F):

From June 2019 to May 2022 the Company issued to the public bonds (Series F) at a scope of NIS 2,363 million par value. The total net consideration which was received by the Company with respect to the issuance amounted to a total of approximately NIS 2,324 million. The bonds (Series F) bear a CPI-linked effective interest rate of 1.6%.

The bonds (Series F) are CPI-linked (with respect to May 2019), and bear stated annual interest at a rate of 1.14%. The bonds are payable in 5 annual payments: two payments at a rate of 10% each, which will be paid on October 3, 2025 and October 3, 2026; two payments at a rate of 30% each, which will be paid on October 3, 2027 and October 3, 2028, and a fifth and last payment, at a rate of 20%, which will be paid on October 3, 2029. The interest payments will be paid on October 3 of each of the years 2019 to 2029 (inclusive).

Note 9: Bonds (Continued)

D. Bonds (Series F) (Continued):

The bonds include terms for their provision for immediate repayment upon the occurrence of certain events, which include, inter alia, the following:

  • A change of control on certain conditions;
  • The Company's equity will not, on the date of the relevant financial statements and for two consecutive quarters, fall below the amount of NIS 2 billion.
  • Net financial debt ratio (deducting real estate value for investment in construction) for standardized annual NOI will exceed 14 for two consecutive quarters; (net financial debt: the Company's aggregate debt to banking corporations, other financial institutions and holders of bonds of all kinds, deducting cash and cash equivalents, deposits, money market funds, tradeable collaterals, all according to their value in the Company's consolidated statement of financial position).
  • The ranking of the bonds (Series F) will be lower than a BBB (BBB Minus) ranking for two consecutive quarters;
  • Equity with additional undertaking for net deferred taxes will fall below 22.5% of the sum of the Company's balance deducting cash and cash equivalents and deducting tradeable collaterals for two consecutive quarters;
  • The value of the non-charged assets will not, for two consecutive quarters, fall below a sum of NIS 1 billion, or a sum of 125% of the balance of the bonds (Series F), whichever is higher.
  • A demand for immediate repayment, not removed, of a material loan or bonds traded on the Tel Aviv Stock Exchange.
  • Instructions regarding a limitation on the distribution of a dividend upon certain conditions being met.

In addition, the bonds include additional customary terms for their provision for immediate repayment, including with respect to the following events: (1) Restructuring and merger; (2) Liquidation, receivership and proceedings for the realization of assets and execution; (3) Trade halt; (4) Cross default and so forth.

As of the date of the statement, the Company meets all the financial covenants.

E. Bonds (Series G)

From February 2020 to December 2023, the Company issued to the public, by way of an issuance and by way of exercising bonds, options (see information below regarding the issuance of options Series 10), bonds (Series G) at a scope of NIS 1,215 million par value. The total net consideration which was received by the Company with respect to the issuance amounted to a total of approximately NIS 1,148 million.

Further to the issuance of the bonds (Series G), the Company performed hedging transaction visà-vis financial institutions in Israel, which converted an annual NIS interest rate of 2.44% to CPIlinked principal and linked interest at a rate of 0.09%-1.365%, with total principal of NIS 1,156 million.

The principal of the bonds (Series G) will be repayable in four annual payments, each representing of 25% of the principal, on January 5 of each of the years 2029 to 2032 (inclusive).

Note 9 : Bonds (Continued)

E. Bonds (Series G) (Continued):

The interest rate applicable to the bonds (Series G) is 2.44% per year, due in annual payments on January 5 of each of the years 2021 to 2032 (inclusive). The principal and interest of the bonds (Series G) are not linked to the CPI or to any currency.

The bonds include terms for their provision for immediate repayment upon the occurrence of certain events, including, inter alia, the following:

  • A change of control on certain conditions;
  • The Company's equity will not, on the date of the relevant financial statements and for two consecutive quarters, fall below the amount of NIS 2.2 billion.
  • The net financial debt ratio (deducting the value of real estate for investment in construction) for annual standardized NOI will exceed 14 for two consecutive quarters (net financial debt: the Company's aggregate debt to banking corporations, other financial institutions and the holders of bonds of all kinds deducting cash and cash equivalents, deposits, money market funds, tradeable collaterals, all according to their value in the Company's consolidated statement of financial position).
  • The ranking of the bonds (Series G) will be lower than a BBB (BBB Minus) ranking for two consecutive quarters.
  • Equity with an additional undertaking of net deferred taxes will fall below 22.5 of the sum of the Company's balance deducting cash and cash equivalents and deducting tradeable collaterals for two consecutive quarters;
  • The value of the non-charged assets will not, for two consecutive quarters, fall below a sum of NIS 1 billion, or a sum of 125% of the balance of the bonds (Series G), whichever is higher.
  • A demand for immediate repayment, not removed, of a material loan or bonds traded on the Tel Aviv Stock Exchange.
  • Instructions regarding the limitation on the distribution of a dividend upon certain conditions being met.

In addition, the bonds include additional customary terms for their provision for immediate repayment, including with respect to the following events: (1) Restructuring and merger; (2) Liquidation, receivership and proceedings for the realization of assets and execution; (3) Trade halt; (4) Cross default and so forth.

As of the date of the statement, the Company meets all the financial covenants.

F. Bonds (Series H):

From February 2021 to March 2024, the Company issued to the public bonds (Series H) at a scope of NIS 2,587 million par value. The total net consideration which was received by the Company with respect to the issuance amounted to a total of approximately NIS 2,592 million. The bonds (Series H) reflect a CPI-linked effective interest rate of around 1.81%.

The bonds (Series H) are CPI-linked (with respect to January 2021), and bear stated annual interest at a rate of 0.92% per year. The bonds (Series H) are payable (principal) in 4 equal annual payments, on January 5th of each of the years 2029 to 2032 (inclusive), in a manner whereby each of the payments will constitute 25% of the total par value principal of the bonds (Series H). The interest payments will be paid on January 5th of each of the years 2022 to 2032 (inclusive).

Note 9 : Bonds (Continued)

F. Bonds (Series H) (Continued):

The bonds include conditions for demanding immediate repayment upon the occurrence of certain events, including, inter alia, the following events:

  • A change in control in certain conditions;
  • The Company's equity falls below a total of NIS 2.2 billion, on the dates of the relevant Financial statements, and during two consecutive quarters.
  • The ratio of net financial debt (after deducting the value of investment property under construction) to standardized annual NOI exceeds 14 during two consecutive quarters; (Net financial debt: the Company's aggregate debt to banking corporations, other financial institutions and the holders of all types of bonds, net of cash and cash equivalents, deposits, money market funds and marketable securities, according to their values in the Company's consolidated statement of financial position).
  • Rating of less than BBB- for the bonds (Series H) during two consecutive quarters;
  • Equity plus net deferred tax liabilities falls below 22.5% of the Company's total balance sheet, after deducting cash and cash equivalents and after deducting marketable securities, during two consecutive quarters;
  • The value of the unpledged assets, during a period of two consecutive quarters, falls below a total of NIS 1 billion, or below 125% of the balance of the bonds (Series H), whichever is higher.
  • A demand (which has not been withdrawn) for the immediate repayment of a material loan or bond which is listed for trading on the Tel Aviv Stock Exchange.
  • Provisions regarding restrictions on dividend distributions, upon the fulfillment of certain conditions;

The bonds also include other standard conditions for demanding their immediate repayment, including due to the following events: (1) structural change or merger; (2) liquidation, receivership, and asset sale and enforcement proceedings; (3) suspension of trading; (4) cross default, etc.

As of the reporting date, the Company is in compliance with all of the financial covenants.

G. Bond (Series I):

In March 2024, the Company issued bonds (Series I) to the public via a Shelf Registration dated 19 March 2024 – a new series of Bonds (Series I) at a scope of ILS 245 million (nominal value). The net total consideration the company received for the issuance totals at ILS 242 million. The bonds (Series I) gross up an effective index-linked interest rate of 3.3% and have an average of duration of about 9 years.

In December 2024, the Company performed a swap of 500 NIS NV bonds (Series D) (constituting 48% of the total outstanding bonds (Series D) in return for 574 million NIS NV bonds (Series I), by way of a swap purchase offer. The swap ratio of the bonds (series D) set in the tender is 1.148. The bonds (Series I) bear an effective CPI-linked interest rate of 3.5% and have an expected life span of 8.8 years.

After the swap in question, the notational value of the bonds (Series I) is 819 million NIS NV. The total net proceeds received by the Company for the offering and swap amount to a total of 822 million NIS. The bonds (Series I) include a weighted CPI-linked effective interest rate of 3.4% and have an expected life span of 9 years.

Note 9 : Bonds (Continued)

G. Bonds (Series I) (Continued):

The principal of the bonds (Series I) will be payable in five annual payments at a rate of 20% of the principal, each on January 5 of each year between 2033 and 2037 (inclusive). The interest rate for the bonds (Series I), 3.2% a year, will be paid in annual payments on January 5 of each year between 2025 and 2037 (inclusive).

Furthermore, the bonds include conditions for making them repayable immediately upon the occurrence of certain events, which include, inter alia, the following events:

  • Change in control in certain situations;
  • The Company's shareholders equity, in accordance with its consolidated financial statements is less than an amount equivalent to NIS 2.8 billion throughout two consecutive quarters;
  • A net financial debt (less the value of investment property under construction) to amended annual NOI ratio exceeding 14 throughout two consecutive quarters; (net financial debt: the Company's cumulative debt to banking corporations, to other financial institutions and holders of all types of bonds less cash and cash equivalents, deposits, monetary funds, marketable securities, all of which in accordance with their values in the Company's consolidated statement of financial position);
  • The rating for the bonds (Series J) is BBB- (BBB Minus) for two consecutive quarters;
  • The shareholders equity, with the addition of deferred tax liabilities, net, will be less than 22.5% of the total of the statement of financial position less cash and cash equivalents and less marketable securities, on a consolidated basis throughout two consecutive quarters;
  • A demand for immediate repayment, which has not been removed, for a significant loan or a bond that is traded on the Tel-Aviv Stock Exchange. "significant loan" means: a series of bonds not traded on the stock exchange or a loan or material debt the balance of the liability retained earnings or the balance of which, as the case may, on the date they were placed for immediate redemption, constitutes 10% or more of the sum of the Company's financial liabilities on the basis of its latest reviewed and/or audited Financial Statements, as the case may be, published by the Company soon before that date or NIS 200 million linked to the Consumer Price Index known on the day the deed of trust was signed, whichever is higher.
  • The bonds (Series J) contain provisions for restricting the distribution of a dividend if certain conditions are met;

In addition, the bonds include additional, generally accepted conditions for making the loans repayable immediately, in relation to the following events: (1) a structural change and merger; (2) liquidation, receivership and proceedings for the realization of assets and debt collection proceedings; (3) a cessation in trading; (4) cross default and etcetera.

As of the reporting date, the Company is in compliance with all of the financial covenants.

Note 9 : Bonds (Continued)

H. Bonds (Series J)

In March 2024, the Company issued bonds (Series J) to the public via a Shelf Registration dated 19 March 2024 - a new series of Bonds (Series J) at a scope of ILS 162 million (nominal value). The net total consideration the company received for the issuance totals at ILS 161 million. The bonds (Series J) gross up an effective index-linked interest rate of 3.3% (including hedging transactions) and have an average of duration of about 9 years.

In December 2024, the Company performed a swap of 107 NIS NV bonds (Series E) (constituting 25% of the total outstanding bonds (Series E) in return for 105 million NIS NV bonds (Series J), by way of a swap purchase offer. The swap ratio of the bonds (series E) set in the tender is 0.976. The bonds (Series J) bear an effective CPI-linked interest rate of 3.2% (after the impact of the hedging transaction) and have an expected life span of 7.9 years.

After the swap in question, the notational value of the bonds (Series J) is 267 million NIS NV. The total net proceeds received by the Company for the offering and swap amount to a total of 267 million NIS. The bonds (Series J) include a weighted CPI-linked effective interest rate of 3.3% (including hedging transactions) and have an expected life span of 8 years.

The principal of the bonds (Series J) will be payable in five annual payments at a rate of 20% of the principal, each on January 5 of each year between 2033 and 2037 (inclusive). The interest rate for the bonds (Series J), 5.79% a year, will be paid in annual payments on January 5 of each year between 2025 and 2037 (inclusive). The principal and the interest for the bonds (Series J) are not linked to any index or currency.

Pursuant to the issuance of the bonds (Series J), the Company conducted hedging transactions with financial institutions in Israel, which converted an annual ILS interest at a rate of 5.79% to an index-linked principal and a linked interest rate of 3.23%, at a total principal scope of ILS 160 million.

Furthermore, the bonds include conditions for making them repayable immediately upon the occurrence of certain events, which include, inter alia, the following events:

  • Change in control in certain situations;
  • The Company's shareholders equity, in accordance with its consolidated financial statements is less than an amount equivalent to NIS 2.8 billion throughout two consecutive quarters;
  • A net financial debt (less the value of investment property under construction) to amended annual NOI ratio exceeding 14 throughout two consecutive quarters; (net financial debt: the Company's cumulative debt to banking corporations, to other financial institutions and holders of all types of bonds less cash and cash equivalents, deposits, monetary funds, marketable securities, all of which in accordance with their values in the Company's consolidated statement of financial position);
  • The rating for the bonds (Series J) is BBB- (BBB Minus) for two consecutive quarters;
  • The shareholders equity, with the addition of deferred tax liabilities, net, will be less than 22.5% of
  • the total of the statement of financial position less cash and cash equivalents and less marketable securities, on a consolidated basis throughout two consecutive quarters;

Note 9 : Bonds (Continued)

H. Bonds (Series J) (Continued)

  • A demand for immediate repayment, which has not been removed, for a significant loan or a bond that is traded on the Tel-Aviv Stock Exchange. "significant loan" means: a series of bonds not traded on the stock exchange or a loan or material debt the balance of the liability retained earnings or the balance of which, as the case may, on the date they were placed for immediate redemption, constitutes 10% or more of the sum of the Company's financial liabilities on the basis of its latest reviewed and/or audited Financial Statements, as the case may be, published by the Company soon before that date or NIS 200 million linked to the Consumer Price Index known on the day the deed of trust was signed, whichever is higher.
  • The bonds (Series J) contain provisions for restricting the distribution of a dividend if certain conditions are met;

In addition, the bonds include additional, generally accepted conditions for making the loans repayable immediately, in relation to the following events: (1) a structural change and merger; (2) liquidation, receivership and proceedings for the realization of assets and debt collection proceedings; (3) a cessation in trading; (4) cross default and etcetera.

As of the reporting date, the Company is in compliance with all of the financial covenants.

I. Bonds Swap

In December 2024, the Company performed a swap of 500 NIS NV bonds (Series D) (constituting 48% of the total outstanding bonds (Series D) in return for 574 million NIS NV bonds (Series I), by way of a swap purchase offer. The swap ratio of the bonds (series D) set in the tender is 1.148. The bonds (Series I) bear an effective CPI-linked interest rate of 3.5% and have an expected life span of 8.8 years. In addition, on that date the Company performed a swap of 107 NIS NV bonds (Series E) (constituting 25% of the total outstanding bonds (Series D) in return for 105 million NIS NV bonds (Series J), by way of a swap purchase offer. The swap ratio of the bonds (series E) set in the tender is 0.976. The bonds (Series J) bear an effective CPI-linked interest rate of 3.2% (after the impact of the hedging transaction) and have an expected life span of 7.9 years.

The Company has examined whether swapping the bonds constitutes a material change in conditions in accordance with the terms of IFRS 9 and found that it was a material quantitative change and therefore the change in conditions is treated as the issue of a new debt through which the balance of the bonds swapped as of the date of the change was redeemed. The difference between the book value of the book balance prior to the change, and the fair value of the bonds was recognized as a profit within the framework of the financing expenses in gain/loss.

J. The balance (including current maturities) As of December 31, 2024 is repayable in the years after the date of the statement of financial position, as follows:

NIS thousands
In the first year –
2025
617,271
In the second year –
2026
617,271
In the third year –
2027
963,526
In the fourth year –
2028
963,526
In the fifth year –
209
1,622,565
In the six year and thereafter 4,357,214
Debenture discount balance and others (427,821)
8,713,552

K. Liens – see Note 13B.

Note 9 : Bonds (Continued)

L. Limitation on dividend distribution

The bonds include certain restrictions on the distribution of dividends in an amount exceeding the permitted amount at a time when the company's equity, including as a result of the dividend distribution, will be less than NIS 2.4 billion (the "permitted amount" means FFO The calendar cumulative) or on the distribution of a dividend as a result of which the equity will be reduced to less than NIS 2.2 billion or as a result of which the financial ratio "debt ratio to NOI" and "capital ratio" will be violated. As of the date of this report, these limitations are not met.

Negative bondage

The company undertakes not to create a current lien on all its property and all its rights, existing and future (negative pledge lien) in favor of any third party, unless it notifies the trustee in writing prior to the creation of the lien and will simultaneously create a lien in favor of the third party. In the same degree, the bonds of the bonds have been used to secure the full amount of the debt towards them in accordance with the ratio of the debts towards the third party and towards the holders of the bonds.

Note 10: Loans from banking corporations

A. Composition:

As of
December 31 As of December 31
2024 2024 2023
% NIS thousands
Composition
In Shekels –
index linked
0.6 562,609 543,977
562,609 543,977
Less –
current maturities
- -
562,609 543,977

B. Loan agreement with a banking institution

In October 2021, the Company signed an agreement with a banking institution, according to which the bank provided to the Company a loan in the amount of approximately NIS 500 million, with an average lifetime of 8.5 years. The loan, which is not secured by any pledges, is CPI-linked and bears annual interest of 0.6%. The loan principal will be repaid by the Company in four equal annual installments, over the years 2029 to 2032. Under the loan agreement, the Company undertook to fulfill financial covenants which are similar to the financial covenants specified in the Company's series of bonds (Series H), which are listed on the Tel Aviv Stock Exchange. The average lifetime and principal repayment dates of the loan correspond to those of the bonds. For additional details regarding the financial covenants, see Note 9F.

Note 10: Loans from banking corporations (Continued)

C. Long-term and short-term credit facilities

  • (1) Credit lines - The Group has five credit facilities from commercial banks and an institutional body in Israel in an overall amount of NIS 1,080 million.
    • a. A credit facility from an institutional body in Israel an amount of NIS 150 million, effective until March 16, 2025.
    • b. A credit facility from an institutional body in Israel an amount of NIS 200 million, effective until June 30, 2025.
    • c. A credit facility from a bank in an amount of NIS 150 million, effective until July 1, 2025.
    • d. A credit facility from a bank in an amount of NIS 280 million, effective until December 31, 2025.
    • e. A credit facility from a bank in an amount of NIS 300 million, effective until December 31, 2025.

In order to utilize this credit facility, the Company must comply with the following conditions:

  • The ratio of the shareholders' equity to the total of the statement of financial position (less cash and cash equivalents and less securities in connection with discontinued operations) on an expanded, consolidated basis may not be less than 25% at any time whatsoever.
  • The ratio between the Company's net financial debt (after deducting investment property under construction) and the NOI may not exceed a ratio of 10 at any time.
  • The ratio between the Company's net financial debt and the CAP may not exceed 70%;
  • Alony Hetz is to be the controlling interest in the Company.

In addition, the Company has undertaken to maintain additional financial covenants, of which the main ones are: a change in control in the Company in certain conditions; minimal shareholders' equity in the Company - NIS 1.2 billion; various cash flows and operational financial ratios; "cross default"; a liability by the Company not to create any general floating charge on any of its assets in support of a third party (except for a floating lien that is ancillary to a fixed lien).

The agreement includes generally accepted grounds for making the credit repayable immediately, such as significant legal proceedings (liquidation, receivership, merger and etcetera).

As of December 31, 2024, the Company has unexploited credit facilities of NIS 1,050 million. In addition, the Company is in compliance with all of the financial covenants.

D. Liens – see Note 13B.

Note 11: Other long-term liabilities

Composition:

As of December 31
2024 2023
NIS thousands
Liabilities in respect of the termination of employee-employer relationship 2,704 2,665
2,704 2,665
Revenues in advance and deposits from tenants in buildings 30,733 29,766
Derivative financial instruments, which are designated as hedging items (see Note 9) 222,157 201,980
Other long-term liabilities 495 538
256,089 234,949

Note 12: Taxes on income

A. The following is the composition of the deferred tax balances that are presented in the statement of financial position As of December 31, 2024 and 2023 and the movements therein in the years ended on those dates:

2024 2023
Balance
As of
January 1
2024
NIS
thousands
Recognized
in profit or
loss
NIS
thousands
Balance
As of
December
31
Balance
As of
January 1
Recognized
in profit or
loss
NIS
thousands
Balance
As of
December
31
2023
NIS
thousands
2024
NIS
thousands
2023
NIS
thousands
Investment property
Tax losses carried
1,829,555 126,754 1,956,309 - 1,760,471 69,084 1,829,555
forward
Social benefits and
(81,025) 16,804 (64,221) - (96,737) 15,712 (81,025)
doubtful debts (2,863) (221) (3,084) - (2,681) (182) (2,863)
1,745,667 143,337 1,889,004 - 1,661,053 84,614 1,745,667

Note 12: Taxes on income (continued)

B. The deferred taxes are presented as follows:

As of December 31
2024 2023
NIS thousands
1,889,004 1,745,667

C. Deferred taxes – additional information

As of December 31
2024 2023
NIS thousands
Losses for tax purposes for which deferred taxed have not been
recognized (1)
5,771 5,753

(1) Tax benefits as of December 31, 2024 and 2023, for which net deferred tax assets receivable were not recorded, due to the assessment of Group management that their realization in the foreseeable future is unexpected. These tax benefits were due to tax losses of consolidated companies.

D. Timing differences in terms of tax in respect of investments in investee companies for which no deferred taxes have been recognized

As of December 31
2024 2023
NIS thousands
Consolidated companies 690,400 649,368
Entities under joint control 70,394 65,665
760,795 715,033

The Group has not recognized deferred tax liabilities in respect of consolidated companies and companies that are treated at equity, since the Group intends to hold and to develop the investments and since dividends from consolidated companies are not chargeable with taxation.

E. Expenses that have been recognized in profit or loss:

Comprise:

December 31
2024 2023 2022
NIS thousands
Current taxes
Current tax expenses 26,847 25,168 16,967
Capital gains tax expenses for the sale of assets. 10,667 - -
Tax expenses for previous years, net (see note 12H) 399 185 101
Total current taxes 37,914 25,353 17,068
Total deferred taxes 143,337 84,614 188,583
Total tax expenses recognized in profit or loss 181,251 109,967 205,651

Note 12: Taxes on income (continued)

F. The effective tax:

2024
NIS
2023
NIS
2022
NIS
thousands thousands thousands
Income before taxes on income 1,100,253 792,574 1,376,797
Less profits of investee companies (14,513) (24,177) (24,208)
1,085,740 768,397 1,352,589
Statutory tax rate 23.0% 23.0% 23.0%
Tax expenses at the statutory tax rate 249,720 176,731 311,095
Increase (decrease) in taxes on income deriving
from the following factors:
Differences connected to investment property (69,288) (69,118) (108,283)
Disallowed expenses (tax exempt income), net 3,494 2,448 2,326
Previous years taxes and others (2,675) (94) 513
Total taxes on income as presented in profit or
loss 181,251 109,967 205,651
The effective tax rate 17% 14% 15%

G. Current tax balances:

As of December 31
2024 2023
NIS thousands
5,230 1,383
35,484 36,574

H. Additional information:

    1. In December 2021, the Company a signed final tax assessment agreement vis-à-vis the Income Tax Authority in respect of the years 2016-2019, after which the Company paid, in January 2022, taxes in the amount of approximately NIS 134 million (not including interest and linkage. The Company has full provisions, excluding NIS 37 million which were recorded under prior year tax expenses). Under the agreement, carry forward losses were recognized for the Company in the amount of approximately NIS 255 million, usable over the years 2020 and thereafter.
    1. In December 2024, 10 consolidated companies signed final tax assessment agreements with the Income Tax Authority, with respect to the years 2019-2022, after which the Company paid tax in the amount of approximately NIS 2 million (for which the Company had full provisions). Under the agreement, carry forward losses were recognized for the Company in the amount of approximately NIS 27 million, usable over the years .
    1. Final tax assessments were issued to the company up to and including the 2019 tax year, 10 subsidiaries were issued final tax assessments up to and including the 2022 tax year, to 15 consolidated companies and to 8 companies Treated by the balance sheet value method, tax assessments were issued that are considered final up to and including the 2019 tax year.
    1. Since January 1st, 2018, the corporate tax rate applicable to the Company has been 23%.

Note 13: Provisions, commitments, contingent liabilities and liens

The following is the composition of the balance of the provisions and the movement therein as of December 31, 2024 and 2023 and for the years ended on such dates:

As of December 31
2024 2023
NIS thousands
Balance of the provisions at the end of the year 16,483 16,483

A. Legal and tax proceedings:

As of the date of the report and the date of certification of the financial statements, the Group and other parties have pending against them 13 lawsuits, tax proceedings and demands for municipal rates, fee and levy charges in connection with investment property in a total monetary amount of approximately NIS 44 million, and the Group's part as a defendant therefor amounts to a sum of approximately NIS 41 million.

For the lawsuits being conducted against the Group and for exposures to tax levies, provisions in a total amount of approximately NIS 17 million as of December 31, 2024, and December 31, 2023 (under the section on provisions and accrued expenses). In the opinion of the Group management, which relies on an opinion by legal and professional consultants, such provisions are appropriate under the circumstances of each matter.

As of the date of this report, there are no material legal proceedings in the company.

B. liens:

Some of the charging agreements entered into by the Company (as well as the loan agreements) contain customary terms for the provision of credit for immediate repayment, including, inter alia: restructuring and merger; liquidation, receivership and proceedings for the realization of properties and execution; change of control; cross default; down ranking; halt of operation and halt of trade of the Company's securities.

C. Guarantees:

As of December 31, 2024 and 2023, there were contingent liabilities for guarantees, as follows:

As of December 31
2024 2023
NIS thousands
Guarantees provided by the Group (1) 29,950 21,414

(1) Primarily, guarantees that have been provided to local authorities in connection with investments in properties and in connections with guarantees for tenders. See Note 7 (3) for details regarding guarantees that have been provided to companies treated at equity.

Note 14: Share capital

A. Composition and developments in the share capital

Registered paid-up
Number of shares
Balance As of January 1, 2024 1,000,000,000 470,651,069
Exercise of options for employees
officers and directors
(see F
below) - 878,687
Balance As of December 31, 2024 1,000,000,000 471,529,756
Balance As of January 1, 2023 1,000,000,000 469,839,877
Exercise of options for employees
officers and directors
(see F
below)
- 811,192
Balance As of December 31, 2023 1,000,000,000 470,651,069
Balance As of January 1, 2022
Exercise of options for employees
officers and directors
(see F
1,000,000,000 442,599,195
below) - 1,970,365
Issuance of shares to the public (see D below) - 25,270,317
Balance As of December 31, 2022 1,000,000,000 469,839,877

B. Rights ancillary to the shares:

The ordinary shares, of NIS 1 nominal value, grant their holders the right to receive invitations to the Company's general meetings, to participate and vote thereat, and the right to participate in the distribution of the Company's profits. Each ordinary share entitles its holder, who is present at a meeting and participates in a vote, to one vote for each ordinary share held by them. In the event of the Company's liquidation, the Company's assets distributable among its shareholders will be used, in proportion to the rate of the amount paid up, or deemed to be paid up, by the shareholder regarding each share out of the amount they are required to pay.

C. 2022 shelf prospectus:

On May 18, 2022, the Company published a shelf prospectus dated May 18, 2022, for the issuance of securities, in which the period for offering securities thereunder is until May 17, 2025. The issuance of securities in accordance with the prospectus depends, inter alia, on capital market conditions, and is subject to the publication of a shelf offering report.

D. The issuance of shares and options for shares:

Issuance of share capital

In May 2022, the Company issued to the public 13,672,200 ordinary shares in the Company, with a par value of NIS 1 each, and 13,672,200 options (Series 11) which are exercisable into ordinary shares until December 22, 2022 (inclusive), against the payment of an exercise price (adjusted for dividends, benefits and rights) in the amount of NIS 27 (unlinked to any index or currency) per option. The total gross immediate consideration which was received with respect to the issuance amounted to a total of approximately NIS 317 million. The options (Series 11) expired on December 22, 2022, without being exercised into shares.

D. The issuance of shares and options for shares: (Continued)

Issuance of share capital (Continued)

In January 2022, the Company issued, through a material non-extraordinary private offer, 11,598,117 ordinary shares of the Company, with a par value of NIS 1 each, for a total gross consideration of approximately NIS 301 million, to a number of institutional investors, three of which are members of the reporting groups Clal Insurance Enterprises Holdings Ltd., Harel Insurance Investments and Financial Services Ltd. and Migdal Insurance and Financial Holdings Ltd., which are stakeholders in the Company by virtue of their holdings in the Company's shares prior to the private allocation.

E. Dividend and declared dividend distribution policy:

In January 2007, the Company's Board of Directors adopted a dividend policy according to which, during the first quarter of each calendar year, the Company will announce the minimum dividend distribution amount for that year. The dividend will be distributed at the end of each quarter (the proportional part) subject to a resolution of the Company's board of directors, so long as the dividend distribution does not adversely affect the Company's cash flow, while taking into account the Company's future plans regarding investments, as they stand from time to time, and subject to any applicable law. As part of its above resolution, the Company's board of directors determined that it will be entitled, at any time, in light of business considerations and in accordance with the provisions of any applicable law, to change the aforementioned dividend policy, and to changes the amounts for distribution as dividends, or to decide not to distribute dividends at all. In accordance with that resolution, the Company announces, each year, the minimum dividend to be paid in that year.

In accordance with resolutions of the Company's board of directors with respect to the years 2022- 2024, the Company distributed to its shareholders in 2022, current dividends in the amount of 106 agorot per share (approximately NIS 494 million) and a special dividend with respect to 2022 in the amount of 28 agorot per share (approximately NIS 131 million), which was paid in 2023, in 2023, current dividends in the amount of 108 agorot per share (approximately NIS 508 million) and a special dividend with respect to 2023 in the amount of 22 agorot per share (approximately NIS 104 million), which was paid in 2024, in 2024, current dividends in the amount of 108 agorot per share (approximately NIS 508 million).

In February 2025, the Company's board of directors determined that the Company intends, in 2025, to distribute minimum annual dividends in the amount of 108 agorot per share, to be paid in 4 quarterly payments in the amount of 27 agorot per share, subject to a specific resolution of the board of directors at the end of each quarter. Further to this policy, in February 2025 the Company announced a dividend distribution for the first quarter of 2025 in the amount of 27 agorot per share (NIS 127 million), which will be paid in February 2025. Additionally, in February 2025, the Company announced on special dividend distribution with respect to 2024, in the amount of 23 agorot per share (NIS 108 million), to be paid in February 2025.

F. Options for officers plan:

  1. On August 28, 2013, the Company's general meeting approved the remuneration policy for the Company's officers, which includes, inter alia, the possibility of granting warrants to officers in the Company including directors (in accordance with an amendment that was approved in a general meeting on August 18, 2015). On September 28, 2016 and on August 27, 2018 and on August 15, the Company's general meeting approved additional amendments to the remuneration policy, which also relate, inter alia, to the capital remuneration components (hereinafter: the "Remuneration Policy"). On February 17, 2024, the Company's general meeting approved the Remuneration Policy effective for three years beginning on January 1, 2024.

F. Options for officers plan: (Continued)

Pursuant to the remuneration policy, on November 13, 2013, (following the approval of the Remuneration Committee), the Company's Board of Directors approved the adoption of a framework plan ("Framework Plan") for a private offering of up to 20,000,000 warrants not listed for trading and which are exercisable into shares in the Company, which may be executed from time to time, for employees and officers of the Company and/or of related companies. On March 9, 2016, the Company's Board of Directors approved the increasing of the pool of options included in the Framework Plan by an additional 20,000,000 warrants, not listed for trading.

The Board of Directors/ Remuneration Committee will have the exclusive authority and absolute discretion to decide from time to time in relation to the granting of warrants that have not yet been granted, including regarding the quantity of warrants to be offered to offerees pursuant to the framework plan and regarding the offerees to be included in the issuance. The warrants will be allocated on a capital track for income tax purposes.

On 25 December 2023, the Company's Board of Directors had decided (following approval by the Compensation Committee) to adopt a new Options plan, valid for 10 years, based on the principles of the Company's previous option framework plan (hereinafter: the "New Plan"). The New plan does not include restrictions on the amount of options that the Company can grant under it, and allows the qualified company organs the flexibility to exercise their judgment when options are assigned, inter alia, to determine commercial terms – subject to the provisions of the Compensation Policy which the Company has adopted in regards to officers. Warrants assigned under the New Plan will be treated as capital gain for income tax purposes.

    1. On August 18, 2015, (after the approval of the Remuneration Committee and the Board of Directors), the Company's general meeting approved the granting of capital remuneration for directors who are not interested parties and/or officers of the parent company, by way of an annual grant of options with a value of 50% of the annual remuneration that is paid to each of the directors (not including remuneration for participation in meetings of the Board of Directors and its committees).
    1. On March 7, 2021, (after the approval of the Remuneration Committee regarding offerees who are officers) the Company's Board of Directors decided to approve the allocation of an annual tranche from the framework plan of up to 1,767,475 warrants 03/21, to 59 offerees, of whom 12 are officers of the Company (including the Company's CEO and 6 directors). As of the report date, the 03/21 options granted workers and officers were exercised as noted, with the exception of 52,203 options that had expired as a result of employee retirement
    1. On August 8, 2021, (after the approval of the Remuneration Committee regarding offerees who are officer) the Company's Board of Directors decided to approve the allocation of an annual tranche from the framework plan of up to 46,863 warrants 08/21 to 6 offerees (including an officer at the company). As of the date of the report, all of the 08/21 option letters had expired without being exercised.
    1. On March 7, 2022, (after the approval of the Remuneration Committee regarding offerees who are officers) the Company's Board of Directors decided to approve the allocation of an annual tranche from the framework plan of up to 1,564,581 warrants 03/22, to 82 offerees, of whom 12 are officers of the Company (including the Company's CEO and 6 directors). As of the report date, 37,629 03/22 options expired as a result of employee retirement.

F. Options for officers plan: (Continued)

    1. On February 21, 2023, (after the approval of the Remuneration Committee regarding offerees who are officers) the Company's Board of Directors decided to approve the allocation of an annual tranche from the framework plan of up to 1,720,000 warrants, to 95 offerees, of whom 12 are officers of the Company (including the Company's CEO and 6 directors).
    1. On May 15, 2023, the Company's Board of Directors resolved (after receiving approval from the Compensation Committee) to approve the allocation of 87,167 options from the framework plan to an officer of the Company, as part of the equity compensation for 2023.
    1. On February 7, 2024, (after the approval of the Remuneration Committee regarding offerees who are officers) the Company's Board of Directors decided to approve the allocation of an annual tranche from the framework plan of up to 2,040,955 warrants, to 120 offerees, of whom 12 are officers of the Company (including the Company's CEO and 6 directors).
    1. On August 5 2024 the Company Board of Directors (after receiving the approval of the Remuneration Committee) decide to allow the allocation of an additional batch of options from the framework plan, to the Company CEO, to the total of 301,791 options. The allocation was approved by the Company General meeting in its September 17 2024 resolution, within the framework of the approval of an up-to-date remuneration package for the CEO in effect from January 1 2024.
    1. On February 10 2025 the Company Board of Directors (after the approval of the Remuneration Committee regarding recipients who are officers) decided to allow the allocation of a yearly batch from the framework plan to the amount of up to 1,976,860 options, to 136 recipients of whom 11 are Company officers (including the Company CEO and 6 directors).

11. The parameters that have been used in the calculation of the benefit that is inherent in the warrants:

The cost of the overall benefit grossed up in each of the warrants that were in effect As of December 31, 2024, based on the fair value at the time of their granting, is estimated at an overall amount of approximately NIS 24 million, of which an amount of approximately NIS 13 million has been amortized As of December 31, 2024. This amount is being amortized in the statement of profit or loss over the length of the vesting period.

The fair value of the warrants that have been granted, as aforesaid, has been estimated by implementing the Black &Scholes method. The parameters that have been used in the implementation of the model are as follows:

March
2022 (*)
March
2023 (*)
February
2024 (*)
February
2025 (*)
Share –price (in NIS) 24.95 19.81 18.73 21.64
Exercise Price (in NIS) 25.95 20.71 19.48 22.51
Weighted expected fluctuations (**) 30.05% 29.75% 27.38% 28.81%
Lifetime of the warrants in years (***) 2.83 2.83 2.83 2.83
Risk free interest rate 1.01% 3.95% 3.74% 4.16%
Overall benefit (NIS thousands) 6,160 8,053 8,012 7,628
In 2024 2,182 2,395 2,400 -
In 2023 2,176 2,300 - -
In 2022 1,783 - - -
  • F. Options for officers plan: (Continued)
      1. The parameters that have been used in the calculation of the benefit that is inherent in the warrants: (Continued)
      2. (*) See Note 20C(2) regarding the grant to the Company's Chief Executive Officer and the amounts of the amortization of options.
      3. (**) The expected fluctuations have been determined based on historical fluctuations in the Company's share price.
      4. (***) The average lifetime of the warrants has been determined in accordance with the management's forecast regarding the period in which the recipients of the warrants will hold them, the warrants that have been granted to them, and taking into account their role in the Company and the Company's past experience regarding the departure of employees.
      5. 12. This note includes the warrants for directors in the Company and the amounts of the options' amortization. For more information, see Note 20C(3) below.

Note 15: Revenues from rental fees and investment property management

A. Composition

December 31
2024 2023 2022
NIS thousands
Rental fees (see B below) 1,034,847 995,340 923,047
Property management 131,569 115,534 105,091
1,166,416 1,110,874 1,028,138

B. Revenues from minimal future rental fees

The cumulative amount of the minimal future rental fees, based on signed rental agreement As of December 31, 2024, which are non-cancellable, are as follows:

As of December 31
2024 2023
NIS thousands
In the first year 917,657 872,228
In the second year 733,142 701,514
In the third year 524,122 533,367
In the fourth year 358,687 361,534
In the fifth year 265,140 233,688
In the six year and thereafter 756,951 695,549
3,555,699 3,397,880

Note 16: Costs of the rental and operation of properties

Composition

December 31
2024 2023 2022
NIS thousands
Property maintenance and management expenses 117,682 104,497 98,721
Salaries and social benefits 26,774 25,276 21,587
Taxes and levies 11,530 11,470 6,603
Professional services 869 822 689
Others 1,182 1,467 1,999
158,037 143,532 129,599

Note 17: Administrative and general expenses

Composition

December 31
2024 2023 2022
NIS thousands
Management fees to the parent company (see Note 20C(1)) 11,429 11,086 10,629
Salaries and social benefits 21,331 22,923 21,909
Benefits relating to warrants 8,323 6,757 5,746
Directors fees 1,133 1,047 1,051
Professional services 7,173 8,097 6,969
Bad and doubtful debts 4,160 1,120 573
Marketing expenses 3,596 3,379 3,593
Depreciation and amortization 2,845 3,658 3,237
Other 5,776 4,404 4,623
65,765 62,470 58,330

Note 18: Financing expenses and income

A. Financing expenses

December 31
2024 2023 2022
NIS thousands
Interest in short-term credit and others 5,972 5,928 5,711
Interest on long-term loans from banks 3,329 3,243 3,105
Interest on bonds 161,894 140,939 121,827
Total interest expenses 171,195 150,110 130,643
Linkage differentials on long-term loans from banks and
others 19,564 20,492 30,247
Linkage differentials on bonds
and others
294,241 269,874 374,227
Total linkage differentials 313,805 290,366 404,474
484,999 440,476 535,118
Less –
financing expenses capitalized to investment property
under construction (52,934) (39,648) (55,049)
432,065 400,827 480,068

Note 18: Financing expenses and income (Continued)

B. Financing income

December 31
2024 2023 2022
NIS thousands
Interest on deposits in banks 18,509 19,273 3,906
Interest on loans to companies treated at equity and others 8,388 2,927 6,468
26,897 22,200 10,374

Note 19: Earnings per share

December 31
2024 2023 2022
NIS thousands
From ongoing activity
Profit used for the purpose of the calculation of the basic and
diluted earnings per share from continuing operations
919,007 682,612 1,171,150
Thousand shares
Weighted average number of regular shares used for the
purpose of the calculation of the basic earnings per share from
continuing operations
471,306 470,076 463,438
Adjustments for warrants 30 195 640
Weighted average number of regular shares used for the
purpose of the calculation of the diluted earnings per share
from continuing operations
471,337 470,271 464,078
Weighted average number of securities that have not been
included in the calculation of the diluted earnings per share
because their impact is anti-dilutionary
5,264 3,419 1,565

Note 20: Transactions and balances with interested parties and related parties

A. Transactions

December 31
2024 2023 2022
NIS thousands
Management fees to the parent company (See C
below)
11,429 11,086 10,629
Revenue from related parties (See Note C(6)
below)
5,181 4,186 3,989
Directors fees (6 recipients) 1,133 1,047 1,051
Directors
and officers' insurance expenses (see C(4)
below)
367 388 412
Fair value of share-based payments 416 804 682
Number of directors 9 9 9
Presented under other receivables 3,654 6,186 2,967

Regarding further Transactions see note 20C below.

Note 20: Transactions and balances with interested parties and related parties (Continued)

B. Benefits for the Company's CEO: (See A above regarding directors fees)

December 31
2024 2023 2022
NIS thousands
Short-term benefits (1 recipient) 4,315 3,496 3,373
Fair value of share-based payment (1 recipient) 1,110 835 784
5,425 4,331 4,157

C. Engagements with related parties:

(1) Management agreement with the parent company

In its meeting on April 12, 2022, the Company's general meeting approved the extension of the management agreement between the parent company, Alony Hetz, and the Company, regarding the provision of management services by Alony Hetz to the Company (hereinafter: the "Management Agreement") for an additional 3 year period, from January 1, 2022 to December 31, 2024, while setting the annual management fees at a fixed total of NIS 10.3 million per year (linked to the CPI for December 2021), whereby insofar as the Company's annual FFO yield is less than 6%, the management fees with respect to that year will be reduced in the amount of NIS 600 thousand. The management fees will be linked to the consumer price index for December 2021, but no less than the base index, and will be paid in four quarterly payments.

Under the management agreement, Alony Hetz provides management services to the Company through officers and employees of Alony Hetz, and through the fulfillment of the role of Amot's Chairman of the Board by Mr. Nathan Hetz, the CEO of Alony Hetz, and other Board members on behalf of Alony Hetz (without directors' compensation). The scope of services provided to the Company will be determined in accordance with the Company's changing needs, from time to time, and with no limit on the number of hours (minimum or maximum). In this regard, it is noted that the parent company undertakes to provide the Company with all of the resources which may be required for the purpose of providing the management services, in accordance with the Company's demand.

Insofar as there is a significant decrease in the scope of employment of Alony Hetz's officers during the period of the management agreement, at a rate which cumulatively exceeds 25% per year of activity (relative to the estimated scope of employment invested by those officers in the provision of management services prior to the approval of the management agreement), as evaluated by the Audit Committee once per year, the Company will have the right to terminate the management agreement. A resolution regarding the termination of the agreement will be passed by the Company's Audit Committee and Board of Directors.

Additionally, in accordance with the management agreement, Alony Hetz will be entitled to terminate the agreement at any time, subject to the provision of written notice to the Company 120 days in advance. Additionally, as was the case until now, each party is entitled to terminate the agreement by giving written notice to the other party 60 days in advance, in case Alony Hetz ceases to be the Company's controlling shareholder.

It is noted that in the years 2022, 2023 and 2024, the Company recorded management fees to the parent company in its financial statements in the amount of approximately NIS 10.6 million in 2022, approximately NIS 11.1 million in 2023, and approximately NIS 11.4 million in 2024.

C. Engagements with related parties: (Cont.)

(1) Management agreement with the parent company

Extension of Management Agreement

In their meetings held on January 19 2025 and February 10 2025, the Audit Committee and the Board of Directors approved and recommended to the General Meeting to extend the validation of the Management Agreement with the Parent Company by an additional 3-year period starting January 1 2025 and ending December 31 2027, while reducing the level of yearly management fees and setting them at a total of 11 million NIS per year (linked to the CPI for the month of November 2024), and inasmuch as the Company's yearly FFO yield is lower than 6% the management fees shall be decreased for that year to the sum of 600,000 NIS.

The management fees shall be linked to the Consumer Peirce Index for November 2024 but shall be no lower than the base CPI and shall be paid in four quarterly installments. The remaining terms of the management agreement shall remain unchanged (hereinafter: "the Revised Management Agreement"). In addition, providing the services in accordance with the updated management agreement shall come under all of the conditions detailed extensively above, which apply to the parties within the framework of the existing management agreement.

The engagement is subject to the ratification of the Company's General Meeting, which is expected to convene over the course of March 2025.

See c.(5) and c.(6) below on additional engagements with the Parent Company.

(2) Engagement with the CEO

Terms of tenure of Mr. Shimon Abudraham, the Company's CEO (the "CEO")

Mr. Shimon Abuderham serves as the CEO of the company as of September 1, 2020.

Mr. Abudraham has been employed in the Company for over 14 years, as the Company's VP Engineering since January 2008, and since January 2016 as CEO of the subsidiary Amot Real Estate Initiation and Development Ltd. (which coordinated the Company's initiation, development and construction activities).

On December 15, 2020, the Company's general meeting approved (after the approval and recommendation of the Compensation Committee and the Board of Directors were received, in their meetings on September 24, 2020 and November 8, 2020, respectively) an update to the Company's compensation policy, and also approved Mr. Abudraham's terms of tenure and employment as the Company's CEO, beginning on January 1, 2021, and for a period of 3 years, i.e., until December 31, 2023, as specified below.

C. Engagements with related parties: (Cont.)

(2) Engagement with the CEO

On December 25, 2023, the Company's Compensation Committee and Board of Directors approved, in accordance with the provisions of Regulation 1B2(B) of the Companies Regulations (Expedients Regarding Interested Party Transactions), 5760-2000, the extension of the existing agreement with the CEO, including the CEO's current employment terms, with no change, for an undetermined period.

On September 17 2024 the Company General Meeting approved (after receiving the approval and recommendation of the Remuneration Committee and Board of Directors in their meetings on July 16 2024 and August 5 2024, respectively), a revised remuneration policy for Company officers for a three-year period starting January 1 2024 and ending December 31 2026 and which will be hereinafter be referred to in this Section C below as "the Revised Remuneration Policy."

In addition, during the meeting in question the General Meeting approved revised terms of service and employment of Mr. Abudarham as Company CEO retroactively from January 1 2024 and for a period of 3 years, meaning to December 31 2026. The agreement shall be extended automatically on a yearly basis unless agreed otherwise. The CEO's current terms of service and employment are compatible with the Company's updated remuneration policy.

D. Engagements with related parties:

(1) Engagement with the CEO

The following are the CEO's terms of service and employment as they were in effect until December 31 2023 and for the period starting January 1 2024:

The
Remuneration
Component
CEO's terms of employment until
December 31 2023.
(All of the sums have been linked to
the CPI for December 2020 and until
the CPI for May 2024):
CEO's current terms of employment
starting January 1 2024
(All of the sums are linked to the CPI
for May 2024):
Fixed Monthly
Remuneration
Benefits and
Payments
Monthly base salary cost – 170,000
NIS.
Including benefits and mandatory
payments as accepted at the Company.1
Monthly base salary cost – 217,000 NIS.
Including benefits and mandatory
2
payments as accepted at the Company.
Scope of
Employment
Full time
Variable
Remuneration
Comprehensive bonus ceiling of 2.3
million NIS bonus calculated according
to four measurable components:
Total bonus ceiling of 2 million NIS:
The bonus is calculated by meeting
three Company goals/indices:

NOI goal – an operational parameter
based on meeting the NOI goal set in

1 Benefits and mandatory payments as accepted at the Company, including company vehicle including full maintenance costs; mobile phone; expenses reimbursements; education fund and so on.

2 "Employer cost" or "salary cost" means: the cost of the transaction for the Company in practice, including associated conditions and mandatory payments as per Section 5.2 to the revised remuneration policy, but with the exception of associated conditions at nonmaterial scopes, which also touch upon performing work (such as communications expenses, insurance, membership fees in professional associations, medical tests, welfare, reimbursements against receipts) and with the exception of accounting provisions for updates of provisions and reserves as a result of salary updates, whether the officer receives a pay slip or whether they work in return for an invoice.


Rate of sum of bonus for the yield
the Company's yearly work plan. In
on capital rate – 114,000-680,000 order to calculate compliance with
NIS; the goal, the NOI goal shall be

Rate of sum of bonus for the FFO
adapted to the CPI in practice
per share yield – 114,000-680,000 inasmuch as the difference between
NIS; the projected CPI (meaning the CPI

Rate
of
sum
of
bonus
for
used as the basis for the yearly work
compliance with FFO budget – plan) and the CPI in practice exceeds
114,000-680,000 NIS; 0.5%
(whether
ascending
or

Range of sum of bonus for TSR 0-
descending).
In
addition,
when
340,000 NIS. calculating compliance with this
Board of Directors discretionary bonus: goal, purchases or sales of properties
Inasmuch as the total bonus calculated not
included
in
the
Company's
by the measurable components as noted yearly work plan targets will not be
above is less than 1.5 million NIS, the taken into account. Rate of sum of
Company Board of Directors shall be bonus for compliance with FFO
entitled to increase the sum of the bons budget – 600,000-900,000 NIS; its
by a sum of up to three months of weight in the bonus shall be 45%.
salary costs and subject to a total
FFO
goal

an
operational
ceiling of 2.3 million NIS per year. parameter based on meeting the FFO
(TSR – examination of the performance goal set in the Company's yearly
of Company stock over a period of work plan. In order to calculate
three years compared to its peer group compliance with the goal no interest
of similar companies). rate
adjustment
shall
be
made
regarding issuing and/or deposit
costs and so on, but the FFO goal
shall be adapted to the CPI in
practice inasmuch as the difference
between the projected CPI (meaning
the CPI used as the basis for the
yearly work plan) and the CPI in
practice
exceeds
0.5%
(whether
ascending
or
descending).
In
addition,
when
calculating
compliance with the goal, purchases
or sales of properties not included in
the Company's yearly work plan
targets
will
not
be
taken
into
account. Rate of sum of bonus for
compliance with FFO budget –
400,000-700,000 NIS; its weight in
the bonus shall be 35%.

Implementation goals – a balance
sheet parameter based on meeting
implementation
goals
(including
constructing
properties
under
development and selling properties)
set in the Company's yearly work
plan.
Rate of sum of bonus for
compliance
with
implementation
goals: 100,000-400,000 NIS. Their
weight in the bonus shall be 20%.
In addition, a mechanism exists that
allows the granting of a bonus attributed
to performing a surplus in a specific
index (in linear calculation) (hereinafter:
"the Additional Sum"), in whole or in
part, to a partial bonus due to partial
performance in a different index, so long
as the additional sum does not exceed
the total of three months of salary costs
and subject to the total ceiling of 2
million NIS per year.
The CEO is entitled to convert the yearly bonus to cash, in whole or in part, in a
capital remuneration by allocating options to the value of the yearly bonus, in
whole or in part, within the framework of the Company's capital remuneration
plan.
Advance Notice
for End of 4 months mutual advance notice except under special circumstances.
Engagement
A yearly option allocation, as part of a A yearly option allocation, as part of a
capital gains plans in accordance with capital gains plans in accordance with
Section 102 of the Income Tax Section 102 of the Income Tax
Ordinance, worth 50% of the yearly Ordinance, worth 2 million NIS per
salary cost (fair value of 1,023,000 NIS year. The terms of the allocation shall be
as of the May 2024 CPI). Their price is determined according to the terms of the
set in accordance with the remuneration remuneration policy, as they are from
policy. Alternately, the Company shall time to time. Alternately, the Company
be entitled to grant him capital shall be entitled to grant him capital
remuneration using mechanisms similar remuneration using mechanisms similar
to the allocation of securities under the to the allocation of securities under the
Capital terms detailed in this section. terms detailed in this section.
Remuneration The exercise price shall not be linked to any index or currency. The exercise price
and/or the number of exercise shares shall be adapted in the event of dividend
distribution, the distribution of bonus shares, issuing by way of rights or in the case
of changes in the Company's structure or capital, in accordance with the
instructions of the Company's options plan as exists from time to time. In the event
of the end of his employment, the CEO shall be entitled to exercise the options
granted him in accordance with the terms of the option plan by virtue of which he
was granted the options. At the same time, the Company Board of Directors shall
be entitled, without requiring further ratification by the Meeting, to act in
accordance with the antiquity granted it in the options plan to accelerate the vesting
of options allocated and which have yet to vest as of the end of employment date,
and they may be exercisable by the end of the exercise period.
Exemption, The CEO shall be entitled to letters of exemption and indemnification as accepted
Indemnification at the Company. In addition, the CEO shall be entitled to ne included under the
and Insurance generally accepted insurance arrangements for Company officers.
The CEO shall be entitled to compensation for severance or service to a sum equal
to a multiple of his years of employment or service by their last salary. In the event
that a CEO departs the Company over the course of a calendar year – due to loss of
work ability of death, resignation or termination, except in circumstances in which
that stated in Sections 16 and 17 of the Severance Pay Law, 1963, applies, the CEO
Retirement (or their survivors/legal heirs) shall be entitled to a relative portion of the yearly
Benefits bonus in cash for a period of service that ended over the course of a calendar year,
so long as over the course of the period they served in practice they met the goals
set for them within the framework of the yearly bonus plan (on the basis of
quarterly data near the date of the end of the work relationship and if no such data
exists, then on the basis of data for the year). The bonus shall be calculated on the
basis of the relative share of the ceiling of the CEO's yearly bonus sum, which will
be determined according to the relative share of the term in service from the year in
which they departed, and shall be paid after the publication of the Company's
Financial Statements for the year in which the service period was concluded.
Inasmuch as it turns out that the CEO was paid on the basis of data that turned out
to be mistaken and was restated in the Company's Financial Statements, he shall be
required to repay the Company, within a reasonable period of time, the difference
between the sum he received and the sum he would have received according to the
Repayment revised monetary data restated in the Company's Financial Statements. In
accordance with the revised remuneration policy, the CEO shall not be required to
repay the Company funds paid for periods prior to 3 years from the request date,
and the repayment date and conditions shall be set by the Company Board of
Directors.
The Board of Directors has the right to reduce the above remuneration at its full
General and exclusive discretion if it finds the circumstances to justify such a reduction; all
of the CEO's remuneration is subject to the provisions of the remuneration policy.

C. Engagements with related parties: (Cont.)

(2) Engagement with the CEO

2024 Yearly Bonus

On February 10, 2025, the Company Board of Directors, after receiving the approval and recommendations of the Remuneration Committee, decided to approve a bonus for the CEO for 2024 to the total sum of 1,700 thousand NIS and this for meeting the measurable goals set for him for the year 2024, as follows:

A total of NIS 819 thousand for meeting the NOI target, which is half of the range of the original NOI forecast published by the company for 2024.

A total of NIS 682 thousand for meeting the FFO target, which is half the range of the original FFO forecast published by the company for 2024.

The rest of the grant amount is for meeting other performance goals set for him.

The full amount of the grant will be paid in cash. In the company's financial statements there is a full provision for the grant.

Implementation of equity compensation

On March 7, 2022, the Company's Board of Directors resolved, after receiving approval and recommendation from the Compensation Committee, to approve a grant to the CEO of 184,990 Company options, exercisable into ordinary shares at an exercise price of NIS 25.95 (unlinked, subject to adjustments). The options will be allocated in accordance with the conditions described above.

On February 21, 2023, the Company's Board of Directors resolved, after receiving approval and recommendation from the Compensation Committee, to approve a grant to the CEO of 194,274 Company options, exercisable into ordinary shares at an exercise price of NIS 20.71 (unlinked, subject to adjustments). The options allocated in accordance with the conditions described above. On February 7, 2024, the Company's Board of Directors resolved, after receiving approval and recommendation from the Compensation Committee, to approve a grant to the CEO of 245,409 Company options, exercisable into ordinary shares at an exercise price of NIS 19.48 (unlinked, subject to adjustments). The options will be allocated in accordance with the conditions described above.

On August 5 2024 the Company Board of Directors, after receiving the approval and recommendation of the Remuneration Committee, decided to approve the issue of 301,791 Company options exercisable as regular shares at an exercise price of 15.92 NIS to the CEO.

C. Engagements with related parties: (Cont.)

(2) Engagement with the CEO (Cont.)

Implementation of equity compensation (Cont.)

(Unlinked, subject to adjustments) The allocation was approved by the Company General Meeting in its September 17 2024 resolution, within the framework of the approval of an up-to-date remuneration package for the CEO in effect from January 1 2024. The options were issued according to the above terms.

On February 10, 2025, the Company Board of Directors, after receiving the approval and recommendation of the Remuneration Committee, decided to approve the issue of 400,802 Company options exercisable as regular shares at an exercise price of 22.51 NIS (unlinked, subject to adjustments) to the CEO. The options shall be issued according to the above terms.

The total benefit cost represented in the options which have been allocated and will be allocated, as stated above, respectively, at fair value according to the Black-Scholes model on the grant date in accordance with the guidelines specified in IFRS 2, Share-Based Payment, amounted to a total of NIS 2,000 thousand.

(3) Directors' compensation

In accordance with the compensation policy for Company officers directors in the Company are entitled to the following compensation:

A. Annual compensation and compensation for participation in meetings of the Board of Directors and Board committees ("compensation for participation")

All of the Company's directors, including outside directors (but excluding directors who are controlling shareholders and/or who are employed or serve as officers in the parent company) (hereinafter: the "Eligible Directors"), will be entitled to annual compensation and to compensation for participation in meetings, which will be determined in accordance with resolutions of the Compensation Committee and Board of Directors from time to time, based on the following principles of the compensation policy:

  • The rates of annual compensation and compensation for participation will be in amounts between the fixed amount and the maximum amount, in accordance with the Company's grade, as specified in the second and third addenda to the Companies Regulations (Rules Regarding Compensation and Expenses of External Director), 5760-2000 (hereinafter: the "Compensation Regulations"), and will be determined by the relevant entities in the Company in accordance with the law.
  • The compensation for participation in meetings of the Board of Directors and/or of Board committees remotely via teleconference, and for participation in resolutions of the Board of Directors or of Board committees without convening in person, will be a partial rate of the fixed amount, as determined in the Compensation Regulations.

(3) Directors' compensation: (Cont.)

B. Equity compensation

On August 18, 2015, the Company's general meeting approved a framework resolution to grant equity compensation to the eligible directors, as defined above, through an annual grant of (non-marketable) options, worth 50% of the annual compensation which is paid to the directors (excluding compensation for participation in meetings of the Board of Directors and Board committees). The options will be granted in accordance with the Company's options plan which is in effect as of the actual grant date (hereinafter: the "Framework Decision" and the "Options Plan", respectively), through the capital gains track pursuant to section 102 of the Income Tax Ordinance (New Version), 5721-1961. Options will be granted each calendar year, on the approval date of the Company's periodic report, to eligible directors who hold office at that time. The grant terms and the exercise price of the options will be determined in accordance with the terms of the compensation policy and the options plan, as they stand from time to time.

The exercise price and/or the number of exercise shares will be adjusted in case of a dividend distribution, distribution of bonus shares, issuance by way of rights or in case of changes to the Company's structure or capital, all in accordance with the provisions of the Company's options plan which is in effect as of the grant date. The ratio between the variable compensation, as defined in section C(3)B, and the fixed component, as defined in section C(3)A above, will not exceed 0.5. The granting of options to outside directors will be done under identical conditions as the terms of the options which will be granted to the Company's other directors, and in accordance with the provisions of the Compensation Regulations.

The compensation policy also determines that an eligible director who has concluded their tenure in the Company, in circumstances not involving a breach of fiduciary duty, harm to the Company's interests, or action taken in a conflict of interest situation, will be entitled to all of the options that have been granted to them, even insofar as their eligibility to exercise them had not yet materialized on the date of termination of the engagement. In the foregoing case, the options which have not vested by the conclusion date of their tenure will vest upon the conclusion of their tenure, and will not expire, and the director will be entitled to exercise them for up to one year after the conclusion date of their tenure.

Implementation of the compensation policy:

Annual compensation and compensation for participation

By virtue of the authority which is conferred upon them in accordance with the compensation policy, the Company's Compensation Committee and Board of Directors resolved that the eligible directors, as this term is defined in section C(3)A above, will be entitled to annual compensation according to the maximum amount specified in the Compensation Regulations, and to compensation for participation in meetings of the Board of Directors and Board committees, according to the fixed amount specified in the Compensation Regulations, in accordance with the Company's grade, as specified in the second and third addenda to the Compensation Regulations. The Company's grade in accordance with the Compensation Regulations, according to its equity in accordance with its financial statements as of December 31, 2023, and December 31, 2024, is grade E. The Company's grade in accordance with the Compensation Regulations, according to its equity

C. Engagements with related parties: (Cont.)

(3) Directors' compensation: (Cont.)

Annual compensation and compensation for participation (Cont.)

As of the publication date of this report, the maximum amount of annual compensation, in consideration of the Company's grade, is NIS 123,680, and the compensation for participation in a meeting is around NIS 3,721 (these amounts are updated from time to time, in accordance with the index-linked update mechanism currently prescribed in the Compensation Regulations). The total sum of payments which were received by the eligible directors in 2024 amounted to a total of approximately NIS 1,133 (see Note 20A).

Equity compensation

In accordance with the framework decision and the principles of the compensation policy, as specified in section C(3)B above, options were granted to eligible directors during the years 2022- 2025 in accordance with the terms of the options plan, as follows:

Date of the
Board of
Directors'
resolution
Offeree directors
(Eligible directors
holding office on the
date of the grant
decision)
Number
of
recipients
Total number of
options granted
(Represents 50%
value of the
annual
compensation
which is paid to
each of the
foregoing
directors)
(excluding
compensation for
participation)
Exercise price
per option on
the grant date
in NIS
(unlinked,
subject to
adjustments)
Total benefit cost
represented in the options
which were allocated,
based on their fair value
according to the Black
Scholes model on the
grant date, in accordance
with the provisions of
IFRS 2, Share-Based
Payment,
in NIS
Board of
Directors'
resolution on
March 7, 2022
Messrs. Amir Amar,
Yechiel Gutman, Eyal
Gabai, Nira Dror, Gad
Pnini and Yael Endorn
6 68,994 25.95 336,000
Board of
Directors'
resolution on
February 21,
2023
Messrs.: Yarom Ariav,
Nira Dror, Gad Pnini,
Yael Endorn, Dorit
Kadosh and Keren
Turner
6 82,254 20.71 336,853
Board of
Directors'
resolution on
February 7, 2024
Messrs.: Yarom Ariav,
Nira Dror, Gad Pnini,
Yael Endorn, Dorit
Kadosh and Keren
Turner
6 91,603 19.48 360,000
Board of
Directors'
resolution on
February 10,
2025
Messrs.: Yarom Ariav,
Yael Endorn , Dorit
Kadosh, Keren
Turner, Sarit Aharon
and Reuven Kaplan.
6 76,860 22.51 372,000

• Following the departure of 2 outside directors on August 31 2024 (Mr. Gad Panini and Ms. Nira Dror) and in accordance with the terms of the remuneration policy, the vesting of the options granted them in 2023 and 2024 has been accelerated and they have yet to vest as of the date of their departure and they must exercise all of the options granted them in the years in question within one year of their departure, meaning by August 31 2025.

C. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance

Addition to framework arrangement regarding directors and officers insurance

In its meeting dated 2 May 2018 (hereinafter: "May 2018 Meeting"), the Company's General Meeting had approved (regarding officers and directors whom are not control holders or their relatives) (following approval by the Company's Board of Directors and approvals by the Compensation Committee and the Audit Committee) the Company joining the framework arrangement for directors' and officers' insurance that was adopted by the Alony Hetz Properties & Investments Ltd. Group ("Alony Hetz"), which was terminated on 30.6.2024.

The framework arrangement was for a period of six years, from 1.7.2018 to 30.6.2024, and was an umbrella arrangement, by means of an officers' insurance umbrella policy purchased annually by Alony Hetz, providing insurance coverage for serving directors and officers in the Company, in Alony Hetz, in Energix Renewable Energies Ltd. ("Energix") (also a company under the control of Alony Hetz) and in any other public Alony Hetz subsidiary, should any exist during the arrangement period. (Hereinafter: the "Framework Arrangement" and the "Group Policy" or "Umbrella Policy"). The Meeting had also approved the insurance coverage provided by virtue of the said Framework Arrangement to directors and officers serving in the Company, and to those who may serve in it from time to time. The Framework Arrangement was also approved, as required by law, by all of the Group's companies, according and subject to the following principles:

  • A. The total sum of annual premiums which will be paid by all of the Group's member companies, in respect of any insurance year, within the framework of the umbrella policy, will not exceed USD 112,500 (the "Annual Premium"). Insofar as the insurance period is shorter than one year, the insurance premiums will be determined in proportion to the foregoing amount. If the insurance premiums increase in the coming years, the premiums which will be paid in respect of the insurance year will not increase by over 50% in any year above the annual premium amount, provided that an increase in premiums of over 25% per year will be conditional on the occurrence of significant changes in the market for directors and officers insurance. Any deviation from these restrictions, respectively, will require the general meeting's approval.
  • B. The foregoing policies will be purchased for a number of insurance periods which will not cumulatively exceed six years, beginning on July 1, 2018.
  • C. The liability limit for officers' liability insurance will be up to USD 75 (seventy-five) million per claim and cumulatively, plus coverage of legal expenses.
  • D. The Board of Directors of each company will have the possibility to decide, in its discretion, to purchase an additional insurance layer for the company's officers, through a separate and independent policy, with an additional liability limit of up to USD 25 (twenty-five) million per claim and cumulatively, independently or jointly with any of the Group's member companies, plus a premium not to exceed 37,500 USD per year (hereinafter: the "Additional Policy").
  • E. The policies will cover the liability of the Company's officers, officers of the Company's subsidiaries, officers of the Company who serve as directors on behalf of the Company in subsidiaries or in companies in which the Company holds a stake, although it does not hold full ownership or control.

D. Engagements with related parties: (Cont.)

(1) Release, indemnity and insurance (Cont.)

Addition to framework arrangement regarding directors and officers insurance (Cont.)

  • F. The policies which will be purchased will also cover, as much as possible, events which may be insured in accordance with the Streamlining of Enforcement Procedures in the Israel Securities Authority Law (Legislative Amendments), 5771-2011, in accordance with the Economic Competition Law, 5748- 1988 (hereinafter: the "Competition Law") and/or any other law applicable to officers' liability insurance, including and without derogating from the generality of the foregoing, in accordance with the provisions of section 56H of the Securities Law and/or the provisions of section 50P of the Competition Law.
  • G. The premiums in respect of each policy will be paid through a division between the Company, Alony Hetz and Energix (and any additional public subsidiary of Alony Hetz, if applicable during the period of the arrangement), according to the ratio of equity attributable to the majority shareholders in those companies, in accordance with the last annual (consolidated) financial statements which were published before the renewal of the engagement in each individual policy.

The Company's Board of Directors, in its meeting on March 11, 2018 (after approval was received from the Compensation Committee) approved that the application of the foregoing resolutions regarding the Company's joining of the framework arrangement, and regarding the provision of insurance coverage by virtue of the insurance policies which will be purchased thereunder, also to directors and officers who are controlling shareholders or their relatives, complies with the conditions prescribed in regulation 1B(A)(5) of the Companies Regulations (Expedients Regarding Interested Party Transactions), 5760-2000 (hereinafter: the "Expedient Regulations"), and in respect of the Company's CEO, that it complies with the conditions prescribed in regulation 1A1 of the Expedient Regulations. Accordingly, so long as the framework transaction complies with the conditions of the foregoing Expedient Regulations, approval is not required from the general meeting for the purpose of applying the framework transaction to directors and officers who are the controlling shareholders or their relatives, or to the Company's CEO, who hold office from time to time. The resolutions of the Compensation Committee and the Board of Directors relied on the fact that the policies which will be purchased will apply under the same conditions, and without any distinction, both to officers who are not controlling shareholders or relatives of the controlling shareholders, and to officers who are controlling shareholders or relatives of the controlling shareholders, who serve now, and who may serve from time to time in the future, such that the terms of the engagement with the insurance companies in respect of all of the officers are identical.

The Compensation Committee and Board of Directors further determined that the transaction involving the engagement with the insurance company is under market conditions, and is not expected to significantly affect the Company's profitability, assets or liabilities, and authorized the Company's current management to evaluate and determine whether the terms of the umbrella insurance policy, which will be purchased each year (as well as the additional insurance policy, insofar as it will be purchased), comply with the conditions of regulations 1A1 (in respect of the CEO) and 1B(A)(5) (in respect of controlling shareholders and their relatives) of the Expedient Regulations.

C. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance (Cont.)

Update to the terms of the framework arrangement

In light of the significant changes which have occurred in the global officers and directors insurance market in recent years, as reflected in a significant increase of insurance premiums, in increased policy deductibles, in reduced scopes of coverage in the policies, and in the reduction of the number of international insurers operating in the field, which affects the ability of those companies to maintain the scope of insurance coverage for officers and directors, the Company's general meeting resolved, in its meeting on December 15, 2020 (after approval and recommendation were received from the Company's Board of Directors, in its meeting on August 9, 2020, and after the Compensation Committee's approval was received in its meeting on August 2, 2020), to approve as follows:

provided that the premiums for the directors and officers insurance policies which will be purchased in the coming years by Alony Hetz Group, within the framework of the Group's umbrella insurance policy (both the collective policy and the additional policy, as defined above), will be determined in negotiations between the Group and the insurance companies and reinsurers (which are not related parties), and that its cost is immaterial for the Company at that time, that the maximum premium amounts which were determined in the resolution of the May 2018 meeting will not apply to those insurance policies.

In consideration of the fact that all of the Group's member companies benefit equally from insurance coverage, since the engagement in the framework transaction leads to savings for each of the Group's member companies, and in consideration of the changes in the companies' market value, and the resulting exposures, and in accordance with the recommendation of the group's insurance advisor, and following negotiations between the management boards of the Group's member companies, the Company's Audit Committee and Board of Directors approved (in their meetings on August 2 and 9, 2020, respectively) that the payment of the new premium, and of any premium which will be paid in the future for the purpose of purchasing a policy by virtue of the framework transaction in accordance with the framework arrangement, will be divided equally between the Group's three member companies (and between any additional public subsidiaries of Alony Hetz, if any exist during the period of the framework transaction), and that an additional competitive process during the period of the framework transaction had become unnecessary.

It was further decided that in case, upon the renewal of the policy at the end of the insurance period, the premiums have increased due to the filing of a claim or a notice to the insurer regarding one of the Group's member companies, then the division of the premium payment liability between the Company and the foregoing companies will be adjusted, in a manner whereby the Company's share in the amount of the submitted claim or notice will be increased accordingly.

In consideration of the fact that the insurance for the Company's CEO was obtained under the policy for the other directors and officers, under the same conditions, the Compensation Committee and the Board of Directors resolved, in the foregoing meetings, to apply the current framework,

C. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance (Cont.)

Joining a new framework arrangement for directors' and officers' insurance

In its meeting dated 17 June 2024 (hereinafter: "June 2024 Meeting"), the Company's General Meeting had approved (regarding officers and directors whom are not control holders or their relatives) (following approval by the Company's Board of Directors and approvals by the Compensation Committee and the Audit Committee in their meetings dated 31.3.2024 and 8.5.2024, respectively) the Company joining a new framework arrangement for directors' and officers' insurance that was adopted by the Alony Hetz group (superseding the insurance arrangement that was in effect until 30 June 2024). The new framework arrangement, as with the previous one, is an umbrella arrangement which covers directors and officers in the Company, in Alony Hetz, and in Energix, as well as those in any other public Alony Hetz subsidiary, should any exist during the arrangement period. (Hereinafter: the "New Framework Arrangement" or the "New Arrangement"). The Meeting had also approved the insurance coverage provided by virtue of the said insurances to directors and officers serving in the Company, and to those who may serve in it from time to time.

The principles of the New Arrangement are identical to those underlying the existing Framework Arrangement, with the exception of the following changes:

  • The New Arrangement will enter into effect on 1.7.2024 and will remain in effect so long as it is not replaced by another arrangement.
  • No limit on premium height was set in the New Arrangement. A limitation of this nature had existed in the existing arrangement until it was removed by decision of the General Meeting in its meeting dated 15 December 2020 – among other reasons, since the premium is not substantial for the Group members and is determined by negotiation with insurance companies that are not related parties. Therefore, the height of the annual premium and the height of deductibles will be per standard market conditions at the time each insurance policy is purchased, and the engagement for purchasing an insurance policy will be made with an insurance company that is not a related party of the Company or any member of the Group.
  • The premium for purchasing the additional policy, as defined above, was changed from a ceiling of USD 37,500 to 50% of the overall premium which the Company bears under the Company's Umbrella Policy. It was further clarified that should the additional policy be purchased for the Company alone (and not jointly with other companies in the group), the Company will bear the full addition to the premium, and in case of a joint purchase, the premium shall be divided per the principles to be outlined below.
  • The policies to be purchased from time to time shall insure the liability of the Company's officers, officers in subsidiaries and other corporations under the Company's control, Company officers that serve as directors on behalf of the Company in subsidiaries and other corporations under the Company's control, as well as in other companies and corporations where the Company has holdings other than full ownership or Control, should any exist from time to time.
  • The Company shall keep the insurance valid (in the above format and, should the format of the Insurance be replaced by a new format following a decision by the Company's certified organs – in the new format) for the entire duration of the officer's tenure, and for a period of 7 years following the end of their tenure, it will renew the insurance policy on time and bear all expenses of the premium and any other associated or related expense.

D. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance (Cont.)

Joining a new framework arrangement for directors' and officers' insurance (Cont.)

Considering the fact that the Company CEO's insurance was made under the scope of the policy for the remaining directors and officers and under the same terms, the Compensation Committee and the Board of Directors have decided, in their above-mentioned meetings, to apply the existing Framework Arrangement and its amendments to the Company CEO under Regulation 1a1 of the Reliefs Regulations. Accordingly, so long as the policies purchased under the New Arrangement will be compliant with the terms of the said Reliefs Regulations (as examined and determined by the Company's active management in accordance with qualification by the Compensation Committee and the Company's Board of Directors), no approval by the General Meeting is required to apply the new arrangement to the Company CEO.

Additionally, in its meeting dated 8.5.2024, the Company Board of Directors had re-confirmed, per the recommendations of the Company's Audit Committee in its meeting dated 31.3.2024, that the premium for each policy purchased under the New Arrangement, as said above, will be paid in equal parts between the Company, Alony Hetz and Energix (and any other public subsidiary of Alony Hetz, should any exist during the period of the New Framework Arrangement).

In case an insurance event(s) occurs in one or more of the Company's groups, which would result in a need to reinstate the previous total of insurance during the insurance period and/or in case the premium is raised when the insurance is due to be renewed as a result of the event(s) in question, the policyholders (Alony Hetz, Amot, Energix and any other public company owned by Alony Hetz, should any exist) shall act to identify the resultant addition to the premium and the entity to incur it. Should the parties not reach an agreement, an agreed-upon person would decide on this matter.

C. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance (Cont.)

Letter of Indemnity

On May 2, 2018, the general meeting approved (after approval was received from the Board of Directors in its meeting on March 11, 2018, and from the Compensation Committee in its meeting on March 5, 2018) the adoption of the new letter of indemnity, which will replace the letter of indemnity which was practiced in the Company until that time, and which will become the Company's standard letter of indemnity beginning on May 2, 2018. The new letter of indemnity will be granted by the Company to officers serving in the Company and to officers who will be appointed from time to time, including to officers serving in subsidiaries and in companies in which the Company has holdings but are not wholly owned or held by the Company, including to officers who serve and/or will serve in the Company in the future, who are and/or whose relatives are controlling shareholders of the Company and/or who may be controlling shareholders of the Company from time to time (including to Mr. Nathan Hetz, the Company's Chairman of the Board, who was also the Company's controlling shareholder at that time).

The new letter of indemnity is considered to be valid from the beginning of the term of office of the officers in the company and the general meeting in its above decision approved the replacement of the letters of indemnity granted by the company until that time, for the office holders in office in the company it goes to the date of the adoption of the above decision, except in relation to office holders who have completed their term and have not served Even at the time of the adoption of the new indemnity letters (May 2018).

The indemnity letter is adapted to the changes that have taken place in the legislation and especially to the amendments to the Economic Competition Law, 5578-1988 and also includes expansions of the list of events that are grounds for indemnity. According to the indemnity letter, the maximum amount of indemnity shall not exceed 25% of the company's equity as it would be according to financial statements (consolidated) latest published by the company before the day of payment according to the indemnity letter, and all in addition to the amounts that will be received, if received, from the insurance company.

Letter of release

The general meeting also approved, in the foregoing meeting on May 2, 2018 (after approval was received from the Board of Directors in its meeting), the following:

A. To amend section 143 of the Company's articles of association, regarding the release of officers, such that, beginning from the date of the general meeting's approval of the resolution (in other words, beginning from May 2, 2018), the letters of release which will be granted by the Company will not apply to resolutions and/or transactions in which the controlling shareholder or any officer of the Company (including any officer other than the officer to whom the letter of release was granted) has a personal interest, provided that the letters of release which were granted by the Company prior to the date of the meeting's approval, and which are still in effect, will remain in effect in their entirety and without changes, in respect of all events covered thereunder, which occurred prior to the date of the meeting's approval.

C. Engagements with related parties: (Cont.)

(4) Release, indemnity and insurance (Cont.)

Letter of release (Cont.)

B. To approve the provision of letters of release to directors and officers in the Company, including to directors and officers in the Company who are controlling shareholders of the Company or their relatives, and including to the Company's CEO, who currently hold office, or who may hold office in the Company from time to time, whereby the letters of release which will be granted by the Company will not apply to resolutions and/or transactions in which the controlling shareholder or any officer of the Company (including any officer other than the officer to whom the letter of release was granted) has a personal interest, provided that the letters of release which were provided by the Company prior to the date of the meeting's approval, and which are still in effect, will remain in effect in their entirety and without changes, in respect of all events covered thereunder, which occurred prior to the date of the meeting's approval, and that the release which was provided by the Company to directors and officers who are controlling shareholders or their relatives (in other words, to the Chairman of the Board, Mr. Nathan Hetz, who wAs of that time also a controlling shareholder of the Company), will remain in effect, in its entirety, and unchanged, in respect of all grounds covered thereunder, which occurred until November 22, 2011.

(5) Insignificant transactions:

The Company's Board of Directors determined that the transactions which will be considered insignificant for the purpose of regulations 22(A) and 37A(6) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, and for the purpose of regulation 41(A)(6) of the Securities Regulations (Annual Financial Statements), 5770-2010, are transactions which meet all of the following conditions:

    1. The transaction is executed in the Company's ordinary course of business.
    1. The transaction is executed under market conditions, and the agreement is executed under the customary terms for the relevant market.
    1. The transaction's expected contribution to profit or loss, in annual terms (before tax effect), or its monetary scope in case the transaction is not recorded through the statement of income, does not exceed 0.125% of the Company's equity in accordance with its audited consolidated financial statements which were published as of December 31 of the year preceding the date of the transaction's reporting, or 0.5% of the Company's average profit or loss, in absolute terms, during the last three calendar years preceding the date of the transaction's reporting, in accordance with the Company's audited consolidated financial statements; Whichever of the two is lower, regardless of whether the transaction involves a single agreement, or a series of agreements on the same matter, during the same year. On this matter, in case the Company does not hold all of the rights and obligations in the transaction, the transaction will be evaluated in accordance with the Company's proportional share in the transaction.

C. Engagements with related parties: (Cont.)

(5) Insignificant transactions: (Cont.)

  1. The transaction was approved by the Company's Board of Directors, and the interested party notified the Board of Directors of its interest in that transaction, and refrained from participating in the discussion and vote regarding that transaction.

During 2024 and until the publication date of the report, the Company engaged in the following transactions, which constitute insignificant transactions:

  • 1. Leasing of rooftops to Energix During the reporting period the Group was party to lease agreements, under which the Group leases to a registered limited partnership which is wholly owned by Energix Renewable Energies Ltd. ("Energix") rooftops which are owned by the Company, in order to install on those rooftops photovoltaic systems for the production of electricity (the "Rooftop Lease Agreements"). In accordance with the terms of the rooftop lease agreements, the rent paid by Energix to the Company amounts to 10% of the proceeds which Energix receives, in practice, from the electric corporation / essential service provider in respect of the electricity produced by the relevant system.
  • 2. Joining the parent company's CRIME insurance Until 30 June 2024, the Company was insured under a CRIME insurance policy purchased by the parent company as a joint policy for Alony Hetz, the Company and Energix. The CRIME policy was not extended by the Group. The premium for the CRIME insurance policies was paid by all three companies, with each company incurring 33.3% of the premium costs – this also in light of the fact that had a separate policy been purchased by each member of the group, each of the companies was expected to bear a premium at a total that is no lesser than the overall premium total. Additionally, the Company Board of Directors approved the agreement between the companies – that should an insurance event occur in one of the Group's companies resulting in a reduction of insurance coverage for the Group's remaining companies – the company due to which insurance coverage was reduced will incur, alone, the costs of purchasing additional insurance coverage to bring it back up to the original scope of insurance coverage.
  • 3. For details regarding the Company's engagement in agreements with Alony Hetz and Energix, regarding the mechanism for participation in the premiums of the directors and officers insurance policy, see section C(4) of this note above.
  • 4. Engagement with Value Base Underwriting and Securities Distribution Ltd. (A company that, to the best of the company's knowledge, among the holders of its parent company are, with permission, the chairman of the company's board of directors, Mr. Natan Hatz and his wife (about 15.76%)) for the purpose of receiving consulting, management and distribution services in the IPO - as part of raising debt and capital from the public based on shelf offer reports published by the company on October 19, 2023 the company entered into a contract with Value Base Underwriting and Issuance Management Ltd. for the purpose of providing consulting and management services for the issuance as well as its distribution, Under identical conditions regarding the consulting and management fee for the additional issue managers and under identical conditions for the other distributors, regarding the distribution fee.

C. Engagements with related parties: (Cont.)

  • (5) Insignificant transactions (Cont.)
  • 5. Engagement with Energix Renewable Energies Ltd. For sharing inputs for the services of a Transport Safety Officer – The company reached agreements with Energix, entering into effect as of 15 October 2024 for a period of three years (unless they are revoked by either party under the terms set), under which the employment inputs of an employee in the Company's Operations Department who serves as a Transport Safety Officer will be shared between Amot and Energix, in such manner that the Employee dedicates 33.3% of his time to providing the service to Energix, and 66.6% of his time to his work in the Company. In light of the fact that the major scope of his employment is in the Company, the parties agreed that the Company will be the exclusive employer of this employee, and have the sole authority and jurisdiction to make any decisions regarding his terms of employment, per its sole discretion. Energix will indemnify the Company for the inputs attributed to the services that it is provided, assessed by the parties at a total of ILS 15,000 per month, with VAT as per law. It was agreed between the parties that should any change occur in the assessment of the input costs, the parties will discuss updating the assessment of input costs accordingly.
  • 6. Other Transactions (Transactions not included under Section 270(4) of the Companies Law, as well as transactions that are not Negligible Transactions):

During the reported period, the Company was a party to rent agreements under which the Company, per market conditions and under the scope of its regular business, rents out to its parent company (Alony Hets Properties and Investments Ltd.) and to Energix (a company owned by the parent company) (under separate rental agreements) offices with an area of about 772 sqm (to Alony Hetz) and about 1,056 sqm (to Energix), on the 40th floor of the "Amot Atrium Tower" in Ramat Gan (the "Building"), as well as parking spaces in the Building's parking lot. The rent is under the Company's standard rental terms in relation to tenants in the building, and after a period of 5 years, Alony Hetz and Energix realized their option to extend the period by an additional 5 years. The Board of Directors' approval of the said engagements was issued on 13 August 2015 and on 10 May 2020, after the Audit Committee classified the engagement in the said rent agreements as transactions not constituting an "abnormal transaction" as this term is defined in the Companies Law, 5759-1999 ("Companies Law"). The engagement was also lawfully approved by Alony Hetz and Energix's certified organs.

The Company's annual revenues from to the said rent agreements and from the management component total at about ILS 1,930K from the parent company and about ILS 2,347K from Energix. On 25 December 2023, the Company's Board of Directors had approved (after the Audit Committee had classified the engagement as a negligible transaction, certainly not one that constitutes an "abnormal transaction") the Company's engagement in an rent agreement with Energix for an additional approx. 840 m2 gross on the 18th floor of the "Amot Holon Campus", as well as parking spaces in the building's parking lot, for a period of 10 years (with a right of exit following 7.5 years in exchange for an agreed-upon compensation). On 16 December 2024, the Company Board of Directors had approved (after the Audit Committee had classified the engagement as a negligible transaction, certainly not one that constitutes an "abnormal transaction") the Company's engagement in an addendum to the rent agreement with Energix to increase the area rented out to it at "Amot Holon Campus" by 230 m2 , under the same terms as the original rent. The Rent is under the Company's standard rental terms in relation to tenants in the building. The Company's annual revenue from the rental agreement in Holon and from the management component is at about ILS 1,050K. The engagement was also lawfully approved by Energix's certified organs.

Note 21: Fair value

A. Details of assets and liabilities that are measured at fair value in the statement of financial position

For the purpose of measuring the fair value of assets and liabilities, the Company classifies them in accordance with a hierarchy that contains the following three levels:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or identical liabilities to which the entity has access at the time of the measurement.
  • Level 2: Data, apart from quoted prices that are included in Level 1, which are observable for the asset or the liability, directly or indirectly.
  • Level 3: Data that are not observable for the asset or the liability

The classification of the assets that are measured at fair value is done based on the lowest level of which significant use is made for the purpose of measuring the fair value of the asset as a whole.

The following are details of the Company's assets, which are measured at their fair values in the Company's statements of financial position As of December 31, 2024 and 2023, in accordance with their measurement levels.

Level 3
As of December 31, 2024 NIS thousands
Fair value of items that are measured at
Fair value on a timing basis
Investment
property
Property under
construction
Offices 8,020,094 2,522,926
Industrial parks and logistics 4,893,998 427,386
Retail centres 2,754,585 9,570
Supermarkets 814,128 -
Others 227,370 267,251
Total investment property in Israel 16,710,175 3,227,134
Level 3
As of December 31, 2023 NIS thousands
Fair value of items that are measured at
Fair value on a timing basis
Investment
property
Property under
construction
Offices 7,816,136 1,743,759
Industrial parks and logistics 4,641,152 518,925
Retail centres 2,703,629 9,570
Supermarkets 767,816 -
Others 226,916 400,298
Total investment property in Israel 16,155,649 2,672,553
Level 2
2024 2023
NIS thousands
Fair value of items that are measured at fair value on a timing basis
Assets held for sale - 177,825
Derivative financial instruments, which are
designated as hedging items (see Note 9)
(222,157) (201,980)

Note 21: Fair value (Continued)

B. Assets that are measured at fair value at level 3 in the statement of financial position

1. Movement in assets that are measured at fair value

Investment property in Israel
Offices Retail centers Super
markets
Industrial parks
and logistics
Others Investment property
under construction
Total
NIS thousands
Balance as of January 1, 2023 7,798,706 2,683,074 734,733 4,518,446 220,563 2,266,008 18,221,530
Additions deriving from acquisitions 38,494 1,000 10,000 - - 5,491 54,985
Transfer to held for sale (177,825) - - - - - (177,825)
Investments and other 42,275 9,826 5,309 24,795 (281) 402,865 484,790
Gain on adjustment to fair value, net 114,486 9,729 17,773 97,912 6,634 (1,811) 244,722
Balance as of December 31, 2023 7,816,136 2,703,629 767,816 4,641,152 226,916 2,672,553 18,828,202
Additions deriving from acquisitions
Assets sold during the period
3,200
(21,750)
-
-
-
-
-
-
-
-
287,788
(158,987)
290,988
(180,737)
Transfer from property under development to investment
property.
60,419 - - 119,959 - (180,378) -
Investments and others. 47,710 6,204 (311) (1,896) 0 395,079 446,785
Gain on adjustment to fair value, net 114,379 44,752 46,623 134,784 454 211,080 552,072
Balance as of December 31, 2024 8,020,094 2,754,585 814,128 4,893,999 227,370 3,227,134 19,937,309

2. Details of gains recognized in profit or loss

Adjustment of the fair value of investment property

Adjustment of the fair value of investment property Level 3
2024 2023
NIS thousands
Gains from realized investment property 36,834 22,395
Gains from unrealized investment property 515,238 222,327
Gains from total investment property 552,072 244,722

Note 21: Fair value (Continued)

  • B. Assets that are measured at fair value at level 3 in the statement of financial position (Cont.):
    • 3. Description of the evaluation techniques for investment property measured at fair value to 31.12.2024
Investments in
investment
property in
Fair value as of
December 31, 2024
Evaluation
technique
Description of
unobserved data
Weighted
average
Area
(Sq. m.)
Israel (NIS thousands)
Rentals per Sq. m. 104
Offices 8,020,094 Discounted cash
flows – (DCF)
Discount rate 5.75%-7.00% 421,478
Occupancy rate 82.3%
Industrial Rentals per Sq. m. 45
parks and Discounted cash
4,893,998
flows – (DCF)
Discount rate 5.25%-7.00% 513,610
logistics Occupancy rate 99%
Rentals per Sq. m. 123
Retail centres 2,754,585 Discounted cash
flows – (DCF)
Discount rate 6.25%-7.25% 125,172
Occupancy rate 97.1%
Rentals per Sq. m. 117
Supermarkets 814,128 Discounted cash
flows – (DCF)
Discount rate 6.25%-6.75% 35,038
Occupancy rate 100%
Others
227,370
Discounted cash
flows – (DCF)
Rentals per Sq. m. 65
Discount rate 6.25%-7.00% 20,988
Occupancy rate 100%
Real estate
under
construction
and building
3,227,134 Comparison,
costs discounted
cash flows –
rights (DCF) - - -

Description of the evaluation techniques for investment property measured at fair value to 31.12.2023

Investments in
investment property
Fair value as of
December 31, 2023
Evaluation Description of Area
in Israel (NIS thousands) technique unobserved data Weighted average (Sq. m.)
Rentals per Sq. m. 100
Offices 7,816,136 Discounted cash
flows – (DCF)
Discount rate 5.75%-7.00% 423,611
Occupancy rate 84.8%
Rentals per Sq. m. 44
Industrial parks
and logistics
4,641,152 Discounted cash
flows – (DCF)
Discount rate 5.25%-7.00% 493,811
Occupancy rate 99%
Rentals per Sq. m. 121
Retail centres 2,703,629 Discounted cash
flows – (DCF)
Discount rate 6.25%-7.25% 124,080
Occupancy rate 96.5%
Rentals per Sq. m. 112
Supermarkets 767,816 Discounted cash
flows – (DCF)
Discount rate 6.25%-6.75% 35,038
Occupancy rate 100%
Rentals per Sq. m. 63
Others 226,916 Discounted cash Discount rate 6.25%-7.00% 20,988
flows – (DCF) Occupancy rate 100%
Real estate and
construction
2,266,008 Comparison, costs
discounted cash
flows – (DCF)
- - -

B. Assets that are measured at fair value at level 3 in the statement of financial position (Continued):

4. Sensitivity analysis of investment property measured at fair value

See Note 6G.

5. Description of the evaluation processes employed in the determination of the fair value

The body in the Company who is responsible for the fair measurement process for items that are classified at level 3 is the Company's senior management. The Company's management report to the Financial Statements Committee on the fair value findings in respect of investment property and they examine the fairness of the data and the evaluation methodology that have been used in the determination of the fair value. The Company's evaluations are tested once a quarter and if necessary, adjustments are made in order to estimate the fair value as accurately as possible in the Company's opinion.

The fair value is measured based on evaluation techniques, such as: the market approach – an approach that uses prices and relevant information that has been created by comparable transactions in the market to which adjustments are made, such as: the comparison method. The revenues methoda method that converts future amounts (for example – future cash flows) into present values (discounted) such as: The discounted cash flows method (DCF).

In determining fair value, the following were taken into consideration, inter alia: comparable transactions in the market, capitalization rates used to discount future cashflows, duration of the rental period, tenant robustness, scope of vacant areas in the property, the duration of the properties' rent agreements, and the duration of time required to rent out the properties once they are vacated (Vacancy), the duration and scope of areas that are either vacant or rented out at prices below market prices, adjustment of rental fees in properties where the rental fees are above market prices, due to investments required for development and/or retention (Overrented), and discounting of operational costs that are not covered, on the occasion the properties are managed by deficient management companies (Under-rented).

Regarding investment property under construction, its fair value is assessed by estimating the fair value of the investment property after the completion of its construction and less the present value of the estimate of the construction costs that are expected to be incurred for the purpose of its completion and less an entrepreneurial profit, where relevant, whilst taking a yield rate that has been adjusted for relevant risks that are relevant to and typify the investment property into account.

Note 22: Fair value of financial instruments

The Group's financial instruments include primarily cash and cash equivalents, trade and other receivables, shares held as a financial asset available for sale, short-term credit from banking corporations, trade payables, other payables, payables for investment property and long-term financial liabilities.

A. Fair value of financial instruments

The fair value of financial instruments that are traded on an active market (such as bonds (Series D – H) – Level 1. A derivative financial instrument designated as a gender item - classified at level

(1) Financial instruments that are recorded under current assets – (cash and cash equivalents, trade receivables, other receivables and long-term receivables) – the balances in the statements of financial position As of December 31, 2024 and 2023, approximate to their fair values.

Note 22: Fair value of financial instruments (Continued).

  • (2) Financial instruments that are recorded under current liabilities (credit from banking corporations, trade payables, other payables and payables for investment property) – the balances in the statements of financial position As of December 31, 2024 and 2023, approximate to their fair values .
  • (3) Financial instruments that are recorded under non-current liabilities the fair value of the marketable liabilities has been determined in accordance with the closing rates As of December 31, 2024 and 2023, as quoted on the Tel-Aviv Stock Exchange, as multiplied by the quantity of the marketable financial instruments (bonds (Series J) that had been issued at those times.

Loan from a banking corporation - The fair value as of December 31, 2024 and 2023 was determined according to the present value of the future cash flows, discounted by an interest rate which reflects, in the opinion of management, the change in the credit margins which occurred during the period, and their inherent level of risk.

C. The following table details the carrying value in the accounting records and the fair value of groups of financial instruments, which are presented other than at fair value in the financial statements:

value in the
accounting
value in the
accounting
records Fair value records Fair value
As of December 31, 2024 As of December 31, 2023
NIS thousands NIS thousands
Financial liabilities
Long-term loans bearing fixed rate interest
(including current maturities
and Interest
payable)
563,329 488,038 543,977 450,556
Bonds (including current maturities,hedging
transactions
and Interest payable)
9,013,618 8,636,572 8,815,508 8,327,014
9,576,947 9,124,610 9,359,485 8,777,570

Note 22: Fair value of financial instruments (Continued).

C. Analysis of financial instruments by linkage basis and types of currency

As of December 31, 2024
NIS index
linked unlinked Total
Current assets:
Cash and cash equivalents - 288,358 288,358
Trade and other receivables and long-term receivables - 153,638 153,638
Non-current assets
Loans to companies treated at equity 15,195 41,269 56,465
15,195 483,266 498,461
Current liabilities:
Other liabilities at amortized cost 695,900 138,209 834,109
Non-current liabilities
Other liabilities at fair value 222,157 - 222,157
Other liabilities at amortized cost 8,597,535 796 8,598,331
9,515,591 139,005 9,654,597
As of December 31, 2023
NIS index
linked unlinked Total
Current assets:
Cash and cash equivalents - 521,212 521,212
Trade and other receivables and long-term receivables - 150,955 150,955
Non-current assets - - -
Loans to companies treated at equity 14,836 43,829 58,665
14,836 715,997 730,832
Current liabilities:
Other liabilities at amortized cost 711,135 121,807 832,942
Non-current liabilities
Other liabilities at fair value 201,980 - 201,980
Other liabilities at amortized cost 8,227,157 194,150 8,421,307
9,140,271 315,957 9,456,228

Note 23: The objectives of and policy for the management of financial risks

The management of equity risk

The Group manages its equity in order to ensure that the Companies in the Group will be able to continue to operate as a going concern, while maximizing the yield for the shareholders, with an emphasis on the optimization of the Company's debt and shareholders' equity.

The Company's equity structure includes debt instruments (primarily bonds and loans), financial instruments (primarily cash and cash equivalents) and the shareholders' equity attributed to the majority shareholders in the Company. The Company's CEO monitors the Company's equity structure routinely and at least once every half a year. This monitoring includes, inter alia, the examination of the cost of capital and the examination of the risks that are connected to each of the components of the equity. Based on recommendations by the Company's Board of Directors, the Group manages its equity structure by way of payments of a dividend, the issuance of equity, the recruitment of debt and repayments of debt.

The main points of the accounting policy

The Company's equity management policy, as described above, is consistent with the policy that was implemented in the previous year.

See Note 10C regarding the Company's credit facilities.

The main points of the accounting policy and the methods that have been adopted in connection with financial assets and liabilities and the components of the shareholders' equity, including criteria for the recognition thereof, the measurement basis and the basis for reflection in the statement of profit or loss, are presented in Note 2.

Balances of financial instruments by category

As of December 31, 2022
2024 2023
NIS thousands
Financial assets
Cash and cash equivalents 288,358 521,212
Trade receivables, deposits, other long-term receivables 153,638 150,955
Loans to companies presented at equity 56,465 58,665
498,461 730,832
Financial liabilities
Financial liabilities at amortized cost 9,432,440 9,254,248
Financial liabilities at fair value through profit or loss -
Hedging
instruments 222,157 201,980
9,654,597 9,456,228

The management of financial risks

The Group's operations expose it risks that are connected to various financial instruments, such as market risk (including currency risk, fair value risk in respect of the interest rate and price risk), credit risk, liquidity risk, cash flow risk in respect of the interest rate and risk in respect of changes in the Consumer Prices Index. The Group's risks management program focuses on activity the objective of which is to reduce the possible adverse impacts on the Group's financial performance to a minimum.

The management of the risks is performed primarily by the Company's CEO, who, together with the Chairman of the Board of Directors, routinely monitors developments in the various markets. Where there are exceptional developments in the markets, the Company's management convenes in order to examine the need for the making of appropriate decisions in response to the various events. The Company' Board of Directors repots on the developments in this field once a quarter.

The following is information regarding risks that are connected to the financial instruments:

A. Credit risk:

The Group does not have a significant concentration of credit risk. Cash and cash equivalents are held in short-term deposits, which in the Company's management's opinion, have a high level of financial stability.

The Group has policy that insures that the revenues from rental and management fees from properties are received after commitments with customers who have an appropriate payments history, whilst furnishing appropriate collateral for the future payments. In some cases, rental fees are received in advance.

A. Credit risk (Cont (:

A loan for a partner in the Beit Shemesh project (see investment in the Beit Shemesh Logistics Center in note 7H), presented in the Long-term Debtors section, at a total of approx. ILS 95m – to secure Amot's rights under the loan agreement, the partner placed, to the benefit of Amot, firstlien pledges, both current and permanent, on all its rights in the land, in the project and in the shared transaction, as well as on properties and rights related to the project – along with an undertaking to place, to the benefit of Amot, a sum-unrestricted first-lien mortgage on all of the partner's rights in relation to the land and the project in the ledgers of the Israel Land Authority.

The management of credit risk by the Group

Credit risk relates to the risk that the counter-party will not meet its contractual commitments and will cause a financial loss to the Group. The Group does not have a significant exposure to credit risk relating to a particular customer or group of customers with similar characteristic. The Group defines customers as having similar characteristics if they are related entities. The concentration of credit risk is limited because the customer base is large and unrelated. No change has occurred in the estimation technique or in the significant assumptions made in the current reporting period. The Group writes off customers' debts where information exists indicating that the customer is in serious financial difficulty and there is no real chance of collecting the debt, for example where the customer is in liquidation or bankruptcy proceedings.

B. Interest rate risk:

  • Cash flows risk – Loans that bear interest at a variable rate expose the Group to cash flow risk in respect of a change in the interest rates, which are not accompanied by a parallel change in the fair value of the financial instruments. As of December 31, 2024 and 2023, the Company's main long-term liabilities are at a fixed rate of interest. See Note 23B for the impact of the sensitivity analysis for the interest rate on the fair value of the financial liabilities
  • Fair value hedging Further to the issuance of the bonds (Series E), the Company has executed hedging transactions opposite financial institutions in Israel, which converted Shekel interest at a rate of 3.39% into index-linked principal and interest linkage at a rate of between 2.125% - 2.49%, for overall principal of NIS 327 million. The hedged bonds are presented as index-linked bonds.

Further to the issuance of the bonds (Series G), the Company executed hedging transactions opposite financial institutions in Israel, which converted an annual NIS interest rate of 2.44% to CPI-linked principal and linked interest at a rate of 0.09% - 1.365%, with total principal of NIS 1,156 million. The hedged bonds are presented as CPI-linked bonds.

Pursuant to the issuance of the Bonds (Series J), the Company conducted hedging transactions with financial institutions in Israel, who converted an annual ILS-based interest rate of 5.79% to an index-linked fund and linked interest at a rate between 3.23%-3.25%, at a total fund scope of ILS 260 million. The hedged bonds are presented as index-linked bonds.

The following table details the interest rate swap transactions that have been designated as hedging instruments, which are extant at the end of the reporting period:

Contract: Average interest rate – accounting records of
Pay variable interest fixed pursuant to a Amount of the principal the hedging
instruments
Receive fixed interest contract that is denoted assets/ (liabilities)
As of December 31 As of December 31 As of December 31
2024 2023 2024 2023 2024 2023
% NIS thousands NIS thousands
Hedging transactions 3.25%-
0.09%
2.49%-
0.09%
1,742,936 1,666,860 (222,157) (201,980)

C. Liquidity risk:

The responsibility for the management of liquidity risks rests with the Company's management, which maintains a program for managing short-term, intermediate-term and long-term financing and liquidity risks in accordance with the Company's needs. The Company manages the liquidity risk by maintaining suitable cash surpluses, preparing financial forecasts which kept up to date by comparing the future yields from the financial assets and liabilities.

As of the reporting date and at the time of the approval of the financial statements, the Company has credit facilities from banking corporations and financial institutions amounting to approximately NIS 1,080 million. As of December 31, 2024, NIS 1,050 million in unutilized facilities.

As stated in Note 14E, the Company has a policy of distribution dividends on a quarterly basis. Before the Company's Board of Directors decides on the distribution of a quarterly dividend, the Company examines its ability to settle its liabilities.

The following table presents the flow of financial liabilities as of December 31st, 2024 and 2023, which are exposed to fair value risk and/or cash flow risk in respect of interest rates, in accordance with the contractual repayment dates or interest rate re-establishment dates, whichever is earlier. The table includes cash flows in respect of both interest and principal:

As of December 31, 2024:

Interest than 5
rate (*) Year 1 Year 2 Year 3 Year 4 Year 5 years
% NIS thousands
NIS linked fixed-rate
shekel loans
NIS denoted index
linked bonds bearing
0.60 3,374 3,376 3,376 3,378 143,393 425,129
fixed rate interest 2.01 757,701 748,886 1,082,648 1,068,394 1,713,178 4,683,072
Trade payables 33,636 - - - - -
Other payables 115,964 - - - - -
910,675 752,261 1,086,023 1,071,771 1,856,571 5,108,201

(*) The weighted interest rate As of the date of the statement of financial position.

As of December 31, 2023:

Interest than 5
rate (*) Year 1 Year 2 Year 3 Year 4 Year 5 years
% NIS thousands
NIS linked fixed-rate
shekel loans
NIS denoted index
linked bonds bearing
0.60 3,266 3,257 3,264 3,264 3,270 551,326
fixed rate interest 1.79 763,107 910,548 892,270 1,154,188 1,135,959 4,656,875
Trade payables 28,493 - - - - -
Other payables 130,716 - - - - -
925,582 913,805 895,534 1,157,452 1,139,229 5,208,201

(*) The weighted interest rate As of the date of the statement of financial position.

D. Linkage risks:

Consumer price index risk:

In view of the fact that the vast majority of the financial obligations taken by the company are linked to the consumer price index and so are its revenues, an increase in inflation will cause an increase in the company's financing expenses and the scope of its liabilities, but on the other hand there will be an increase in its revenues which can lead to a positive revaluation of the company's assets in a way that will reduce the negative impact on the company's results.

Note 24: Changes in liabilities deriving from financing activity

Balance
As of
January
1,2024
Cash flows
from
financing
activities
Other
change
Change
in fair
value
Balance As of
December 31
2023
NIS thousands
Credit from banking corporations
and other providers of credit
Bonds
5,728
8,505,824
(5,476)
(80,837)
17,658
308,742
-
(20,177)
17,910
8,713,552
Loans from banking corporations 543,977 - 18,632 - 562,609
9,055,529 (86,313) 345,032 (20,177) 9,294,071
Balance
As of
January
1,2023
Cash flows
from
financing
activities
Other
change
NIS thousands
Change
in fair
value
Balance As of
December 31
2023
Credit from banking corporations
and other providers of credit
13,630 (7,902) - - 5,728
Bonds 8,364,462 (122,062) 274,120 (10,696) 8,505,824
Loans from banking corporations 526,379 - 17,598 - 543,977
8,904,471 (129,964) 291,718 (10,696) 9,055,529

• Other changes mainly include linkage to the index and reduction of discount by neutralizing linkage differences from capitalization and non-cash activity

Note 25: List of Investee Companies

As of December 31, 2024
Holding Voting and
appointment of
rate directors
% %
Consolidated companies
Ayalot Investments in Properties (Herzliya) Ltd. 100 100
Ayalot Investments in Properties (AB"G) 1992 Ltd. 100 100
Ayalot Investments in Properties (Kfar Saba) 1992 Ltd. 100 100
Ayalot Investments in Properties (Rehovot West) 1992 Ltd. 100 100
Ayalot Investments in Properties (Netanya) 1993 Ltd.
Ayalot Investments in Properties (Har Hotzvim) 1994 Ltd.
100
100
100
100
Ayalot Investments (T.M.R.) 1994 Ltd. 100 100
Ayalot Investments (Ramat Vered) 1994 Ltd. 100 100
Ayalot Investments (Patir) 1996 Ltd.
Ayalot Investments in Properties Ltd.
100
90
100
90
Nes-Pan Ltd. 100 100
Hakirya Center (Ashdod 1995) Ltd. 100 100
Kiryat Ono Mall Management Company Joint Venture Ltd. 100 100
Ha'Nasi Mall Or Akiva Management (Limited Partnership) 100 100
Amot Real Estate initiation and Development Ltd. 100 100
Amot Atrium Management Ltd. 100 100
Amot Platinum Management Ltd. 100 100
Amot Campus Holon Management Ltd. 100 100
Amot Har Hotzvim, Management Ltd. 100 100
Amot Beit Dagan, Management Ltd. 100 100
Amot Mevaseret, Management Ltd. 100 100
Amot Habarzel 30, Management Ltd. 100 100
Amot Maccabi Netanya, Management Ltd. 100 100
Amot Kiryat HaMada, Management Ltd. 100 100
Amot Park Rehovot, Management Ltd. 100 100
Amot Hayezira Management Ltd. 100 100
Amot Haifa, Management Ltd. 100 100
Amot Investments Construction Ltd. 100 100
Beit Amot Insurance, Management Ltd. 100 100
"A" Tower Tel Aviv, Management Ltd. 100 100
Amot Investments Energy Ltd. 100 100
Migdal Amot Investment, Management Ltd. 100 100
Amot Beit Europe, Management Ltd. 100 100
Amot Givataym, Management Ltd. 100 100
Amot Park Afek , Management Ltd. 100 100
Amot Century Tower, Management Ltd. 100 100
Amot Park Ha Yarkon, Management Ltd. 100 100
Joint operations
The Central Station in Jerusalem (Management) 1996 Ltd. 50 50
Amot – Clal Joint Venture 50 50
Ashtrom Properties Ltd – Amot Investments Ltd. (Joint Venture) 50 50
Ayalot HaYarkon Joint Venture 50 50
Century Tower parking Ltd 50 50
Merkazit Jerusalem Joint Venture for Rental 50 50
Amot Investments and Gabriels Hotzot Karmiel 50 50
Amot Ronimore Asset Management Ltd 50 50
Merkazim 2001 50 50
Gev Yam Amot Tozeret Haaretz Joint Venture 50 50
Ellied Amot Jerusalem entrance gate Joint Venture 50 50
Ellied Amot Halechi Bnei Brak Joint Venture 50 50
As of December 31, 2024
Holding Voting and
appointment of
directors
%
50
49
50
50
49
50
50
50 50
rate
%
50
49
50
50
49
50
50

(*) Some of the shares are held in trust for the company.

SEPARATE FINANCIAL STATEMENTS

AS OF 31.12.2024

201 Periodic Report 2024

AMOT INVESTMENTS STRONG TOGETHER.

Separate Financial Statements

For the Year 2024

Separate Financial Statements as of December 31, 2024

Contents

Page
Auditors' Report 204
Statements of Financial Position 205
Statements of Profit or Loss 206
Statements of Comprehensive Income 207
Statement of Cash Flows 208-209
Notes and Additional Information to the Financial Data 210-215

This financial statements are a translation from Hebrew of the original financial statements; in any case of difference between the two versions, the Hebrew version shall govern

To The Shareholders of Amot Investments Ltd. Jabotinsky Street 2, Ramat Gan

Dear Sir/Madam,

Re : Special report of the auditor on separate financial information pursuant to Regulation 9-C of the Securities Regulations (Periodic and Immediate Reports), 1970

We have audited the separate financial information that was prepared in accordance with regulation 9-C of the Securities Regulations (Periodic and Immediate reports), 1970 of Amot Investments Ltd. ("the Company") as of 31 December 2024 and 2023 and for each of the three years in the period ended December 31, 2024. The board of directors and management are responsible for the separate financial information .Our responsibility is to express an opinion on this separate financial information based on our audit.

We did not audit the separate financial information of investee companies the investment in which amounted to NIS 2,452,094 thousand and NIS 2,341,478 thousand as at December 31, 2024 and 2023, respectively, and the profit from these investee companies amounted to NIS 220,102 thousand, NIS 202,719 thousand and NIS 297,710 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. The financial information of these companies were audited by other auditors, whose reports have been furnished to us, and our opinion, to the extent that it relates to the amounts recorded for those companies, is based on the reports of the other auditors.

We conducted our audit in accordance with Generally Accepted Auditing Standards in Israel. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the separate financial information is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the separate financial information. An audit also includes assessing the accounting principles used in the preparation of the separate financial information and significant estimates made by the board of directors and management, as well as evaluating the overall separate financial information presentation. We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the separate financial information is prepared, in all material respects, in accordance with the requirements of regulation 9-C 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, February 10, 2025.

Amot Investment Ltd. Financial Position Data

As of December 31
2024 2023
Note NIS thousands NIS thousands
Current assets
Cash and cash equivalents 2 216,198 440,478
Trade receivables 7,627 10,314
Other receivables 81,206 102,186
Assets held for sale - 77,700
Total current assets 305,031 630,678
Non-current assets
Investment property 11,220,153 10,814,646
Investment property under construction and building rights 3,270,000 2,644,814
14,490,153 13,459,460
Loans, bonds and capital notes to investee companies 1,798,696 2,067,599
Investment in investee companies 4 3,502,360 3,325,751
Long-term receivables 109,856 92,006
Fixed assets, net 45,448 46,803
Total non-current assets 19,946,512 18,991,619
Total assets 20,251,543 19,622,297
Current liabilities
Credit from banking corporations and others
and current maturities 3 635,181 634,223
Trade payables 7,964 7,700
Current tax liabilities, net 22,686 15,416
Other payables 175,028 262,320
Payables for investment property 50,902 43,068
Total current liabilities 891,761 962,727
Non-current liabilities
Bonds 3 8,096,281 7,877,329
Loans from banking corporations and others 3 562,609 543,977
Provisions 16,483 16,483
Investments in investee companies 12,444 10,104
Others 242,799 222,003
Deferred tax liabilities 5 1,264,339 1,152,004
Total non-current liabilities 10,194,955 9,821,900
Equity 9,164,828 8,837,670
Total liabilities and equity 20,251,543 19,622,297

February 10, 2025 Approval Date of the Financial Statements

Nathan Hetz Chairman of the Board

Shimon Abudraham Chief Executive Officer

Judith Zynger Deputy CEO and CFO

Amot Investment Ltd. Profit or Loss Data

נוסף
מידע
For the year ended December 31
2024 2023 2022
NIS NIS NIS
thousands thousands thousands
Revenues from rental fees and investment property
management
696,182 661,361 605,697
Costs of the rental and operation of properties 38,721 44,319 37,643
Profit from the rental and operation of properties 657,461 617,042 568,054
Adjustment of the fair value -
investment property and
capital gain from its realization 503,590 166,927 812,514
Adjustment of the fair value - reducing transaction costs (22,721) (3,300) (18,248)
1,138,329 780,669 1,362,320
Administrative and general expenses 51,895 50,832 47,391
Donations 3,600 2,556 2,000
Other income, net (1,281) (1,368) (1,160)
Operating income 1,084,115 728,649 1,314,089
Financing income (see note 5(3)) 136,854 158,768 143,565
Financing expenses (464,414) (414,143) (482,744)
Operating income after financing 756,555 473,274 974,910
The Company's share of the profits of investee companies, net
of tax 4 282,361 266,825 340,175
Income before taxes on income 1,038,916 740,099 1,315,085
Tax expenses on income 5 119,909 57,487 143,935
Net income for the year 919,007 682,612 1,171,150

Amot Investment Ltd. Comprehensive Income Data

For the year ended December 31
2024
NIS
thousands
2023
NIS
thousands
2022
NIS
thousands
Net income for the year 919,007 682,612 1,171,150
Amounts that will be reclassified to profit and loss in the future, net of tax
Adjustments deriving from the translation of the financial statements of foreign
operations
- - -
Total comprehensive income 919,007 682,612 1,171,150

Amot Investment Ltd. Cash Flows Data

For the year ended December 31
2024 2023 2022
NIS
thousands
NIS
thousands
NIS
thousands
Cash flows from operating activities
Net income for the year 919,007 682,612 1,171,150
Adjustments required to present cash flows from operating activities
(Appendix A)
(258,886) (187,087) (875,720)
Net cash generated by operating activities 660,121 495,525 295,430
Cash flows from investment activities
Investments in investment property including VAT , investment property
under construction and building rights
(675,613) (492,257) (709,435)
Collection of loans from investees, net 264,183 272,626 194,311
Proceeds from the realization of investment property 250,187 - -
A loan given for investments purposes (28,167) (65,254) -
Appreciation tax for the realization of assets (7,541) - -
Realization (investment) in short-term deposits - 400,000 (400,000)
Investment in fixed assets and others (965) (3,650) (4,326)
Net cash absorbed by investment activities (197,916) 111,465 (919,450)
Cash flows from financing activities
Dividend paid (612,550) (639,227) (648,793)
Issuance of share capital and share options to share capital less issuance
expenses
- - 610,745
Issuance of bonds, net 555,078 496,896 1,384,357
Exercise of warrants for employees, directors and officers 12,377 10,681 35,559
Repayment of long-term bonds (635,915) (618,958) (557,822)
Issuance of negotiable securities - 100,000 -
Repayment of negotiable securities - (100,000) -
Short-term credit from banking corporations, net, and others (5,475) (7,902) 8,602
Net cash generated by financing activities (686,485) (758,510) 832,648
Increase (decrease) in cash and cash equivalents (224,280) (151,520) 208,629
Balance of cash and cash equivalents at the beginning of the year 440,478 591,998 383,369
Balance of cash and cash equivalents at the end of the year 216,198 440,478 591,998

Amot Investment Ltd. Cash Flows Data

For the year ended December 31
2024 2023 2022
NIS NIS NIS
Adjustments required to present cash flows from operating activities thousands thousands thousands
Expenses (income) not involving cash flows:
Fair value adjustment of investment property, net (503,589) (166,927) (812,514)
Fair value adjustment - Reducing transaction costs 22,721 3,300 18,248
Company's share of the profits of investee companies (282,361) (266,825) (340,175)
Dividends received from equity-accounted companies 107,500 4,500 4,750
Revaluation of bonds and amortization of premium 254,186 194,904 267,109
Crediting of benefit regarding share-based payments 8,324 6,756 6,343
Deferred taxes and previous years taxes 119,875 57,487 143,876
Depreciation and others (2,001) 6,561 6,082
(275,345) (160,244) (706,281)
Changes in assets and liabilities:
Decrease (increase) in trade receivables 5,187 (4,780) 4,061
Decrease (increase) in other receivables and debit balances 5,557 (11,357) 1,376
Decrease (increase) in long term other receivables and debit balances 407 1,566 2,720
Increase in trade payables (1,059) 2,140 2,180
Increase (decrease) in liabilities in respect of the termination of employee
employer relationships
- - 1,400
Increase (decrease) in other payables 6,367 (14,412) (181,177)
16,459 (26,843) (169,440)
(258,886) (187,087) (875,720)
Activities not involving cash flows
Investments in investment property against other payables and credit balances 11,273 16,878 3,773
Exercise of options for employees against receivables 8,250 - -
Proceeds from asset realization. - 1,257 -
Early redemption of bonds through bond exchange (see note 9t). 709,006 - -
Additional information
Interest paid (**) 142,811 154,307 179,085
Interest received (***) 36,865 23,789 21,627
Taxes paid (*) 7,541 - 158,616
Taxes received 7,334 - -
Dividend received 107,500 4,500 4,750

(*) Taxes paid in 2022 include taxes paid in respect of an assessment agreement in the company (for more details, see Note 12H1 in the company's consolidated annual financial statements for 2024). Taxes paid in 2024 include taxes paid in respect of realization assets.

(**) Interest paid in 2022 including interest related to tax assessment. Interest paid in 2023 includes interest derived from the expansion of bond series in 2022. Interest paid in 2024 includes interest derived from the expansion of bond series in 2023.

(***) Interest received in 2022 ,2023 and 2024 includes interest derived from the expansion of bond series.

1. General:

(1) General:

The Company's separate financial statements have been prepared pursuant to the provisions of Regulation 9C and the Tenth Addition to the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970.

(2) Definitions:

The Company - Amot Investments Ltd.
Investee Company - As defined in Note 1B to the Company's consolidated financial statements as at
December 31, 2024.

(3) Accounting policies:

The Company's separate financial information has been prepared in accordance with the accounting policies that are detailed in Note 2 to the Company's consolidated financial statements, except for the amounts of the liabilities, the assets, the revenues, the expenses and the cash flows in respect of investee companies, as detailed below:

  • A. The assets and the liabilities are presented in accordance with their values in the consolidated financial statements, which are attributed to the Company itself as parent company, except for investments in investee companies.
  • B. Investments in investee companies are presented as the net amount of the total of the assets less the total of the liabilities that represent financial information regarding the investee companies in the Company's consolidated financial statements,
  • C. The amounts of the revenues and the expenses reflect the revenues and the expenses that are included in the consolidated financial statements, which are attributed to the Company itself as parent company, with a break down between profit or loss and other comprehensive income, except for the amounts of the revenues and expenses in respect of investee companies.
  • D. The Company's share of the results of investee companies is presented as the net amount of the total of the assets les the total of the liabilities that represent the operating results in respect of investee companies in the Company's consolidated financial statements.
  • E. The amounts of the cash flows reflect the amounts that are included in the consolidated statements, which are attributed to the Company itself as parent company, except for the amounts of the cash flows in respect of investee companies.
  • F. Loans that have been extended and/or received from investee companies are presented at the amount that is attributed to the Company itself as a parent company.
  • G. Balances, revenues and expenses in respect of transactions with investee companies, which have been eliminated within the framework of the consolidated financial statements are measured and presented under the relevant items in the financial position and profit or loss data, in the manner in which those transactions would have been presented, where they to have been executed opposite third parties. Gain (losses), net are presented as a deduction from (as an addition to) the Company's share of the profits (losses) of investee companies and investments in investee companies.

2. Cash and cash equivalents:

Interest
rate
As of December 31
As of 2024 2023
December
31 NIS thousands
2024
In Israeli currency: %
Cash in hand and balances in banks 36,334 26,738
Short-term deposits 4.20-4.24 179,864 413,740
216,198 440,478

3. Financial assets and liabilities:

(1) Analysis of the groups of financial assets and liabilities by indexation basis and type of currency:

For the year ended December 31
2024 2023
In NIS - In NIS - In NIS - In NIS -
Index-linked Unlinked Index
linked
Unlinked
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Current assets
Cash and cash equivalents - 216,198 - 440,478
Trade and other receivables - 75,247 - 102,237
Non-current assets
Long-term receivables - 109,856 - 92,006
Bonds, capital notes and loans extended 1,698,453 100,243 1,967,356 100,243
1,698,453 501,543 1,967,356 734,964
Current liabilities
Other liabilities at amortized cost 713,810 138,633 711,134 220,482
Non-current liabilities
Other liabilities at amortized cost 8,597,535 61,355 8,227,156 194,150
Other liabilities at fair value 222,157 - 201,980 -
9,533,501 199,989 9,140,270 414,632

3. Financial assets and liabilities: (Cont.)

(2) The management of liquidity risks:

The responsibility for the management of the liquidity risk is placed upon the Company's management, which maintains a management program for the financing risks and the short-term, medium-term and long-term liquidity risks, in accordance with the Company's needs. The Company manages the liquidity risk by maintaining appropriate cash surpluses, the preparation of financial forecasts that are perpetually updated and by comparing the future yields on the financial assets and liabilities.

As at the reporting date and at the time of the approval of the financial statements, the Company has credit facilities from banking corporations and financial institutions amounting to approximately NIS 1,080 million. As of December 31, 2024, NIS 1,050 million in unutilized facilities. As stated in Note 14E, the Company has a policy of distribution dividends on a quarterly basis. Before the Company's Board of Directors decides on the distribution of a quarterly dividend, the Company examines its ability to settle its liabilities.

Financial liabilities that do not constitute derivative financial instruments:

The following tables details the Company's remaining contractual repayment times for financial liabilities, which do not constitute derive financial instruments. The tables have been prepared based on the undiscounted cash flows of the financial liabilities based on the earliest times at which the Company may be required to repay them, the tables include cash flows for both interest and for principal.

Effective
average
interest
rate
Year 1 Year 2 Year 3 Year 4 Year 5 Up to
Year 5
% NIS thousands
2024
NIS linked fixed-rate shekel
loans
0.60 3,374 3,376 3,376 3,378 143,393 425,129
NIS denoted index-linked
bonds bearing fixed rate
interest
2.01 757,701 748,886 1,082,648 1,068,394 1,713,178 4,683,072
Trade payables 7,964 - - - - -
Other payables 156,896 - - - - -
925,935 752,262 1,086,024 1,071,772 1,856,571 5,108,201
2023
NIS linked fixed-rate shekel
loans
NIS denoted index-linked
bonds bearing fixed rate
0.60 3,266 3,257 3,264 3,264 3,270 551,326
interest 1.79 763,107 910,548 892,270 1,154,188 1,135,959 4,656,875
Trade payables 7,700 - - - - -
Other payables 246,625 - - - - -
1,020,698 913,805 895,534 1,157,452 1,139,229 5,208,201

4. Details regarding investments in other companies:

See Note 7 to the consolidated financial statements for information regarding investments in investee companies.

5. Taxes on income:

(1) Deferred tax balances:

The composition of the deferred tax assets (liabilities) is detailed below:

2024 2023
Balance
As of
January 1
2024
NIS
thousands
Recognized
in other
comprehensive
income
NIS thousands
Balance
As of
December 31
2024
NIS
thousands
Balance
As of
January 1
2023
NIS
thousands
Recognized
in other
comprehensive
income
NIS thousands
Balance
As of
December
31
2023
NIS
thousands
Investment property 1,203,821 104,828 1,308,649 1,162,998 40,823 1,203,821
On tax losses carried
forward
(48,939) 7,712 (41,227) (65,800) 16,861 (48,939)
Provisions for
employee's rights
(2,878) (206) (3,084) (2,681) (197) (2,878)
1,152,004 112,334 1,264,338 1,094,517 57,487 1,152,004

The deferred taxes are presented in the statement of financial position, as follows:

As of December 31
2024 2023
NIS thousands
1,264,339 1,152,004

(2) Taxes on income - expenses (benefits) that have been recognized in profit or loss:

Composition of the item:

For the year ended December 31
2024 2023
NIS
thousands
57,487
2022
NIS
thousands
143,876
NIS
thousands
Current taxes 112,334
Appreciation tax for the sale of assets 7,541 - -
Taxes in respect of prior years, net 34 - 59
119,909 57,487 143,935
As of December 31
2024
NIS
thousands
22,686

5. Taxes on income: (Continued)

(3) Additional information:

  • 1. In December 2021, the Company a signed final tax assessment agreement wuth the Income Tax Authority in respect of the years 2016-2019, after which the Company paid, in January 2022, taxes in the amount of approximately NIS 134 million (not including interest and linkage. The Company has full provisions, excluding NIS 37 (In the consolidated financial statements of the company) million which were recorded under prior year tax expenses). Under the agreement, carry forward losses were recognized for the Company in the amount of approximately NIS 255 million, usable over the years 2020 and thereafter.
  • 2. The Company has been issued final tax assessments up to and including the 2019 tax year.
  • 3. Since January 1st, 2018, the corporate tax rate applicable to the Company has been 23%.

6. Additional information:

(1) Bonds issued to the Company by subsidiaries:

In accordance with the financing arrangement reached by the company with its subsidiaries (regarding bonds previously issued to the company by the subsidiaries and subsequently converted to equity bonds), As of January 2021, all equity bonds were converted into CPI-linked bonds at a rate of 1% (which shall not be less than the 3J interest rate) renewed annually. As of January 2023, the interest rate that the bonds bear has been updated to a rate of 3% (and which will not be less than the 3J interest rate). In accordance with the addendum to the 2024 agreement, some of the bonds were converted into equity bonds. The capital bonds do not bear interest, are not index-linked and do not mature before January 2029.

(2) Management fees:

In January 2011, the Company made a commitment under a management agreement with its subsidiary companies. The level of the management fees was set after a thorough examination of the nature of the subsidiary companies' assets, the inputs of time that are invested by Amot's head office in providing services to the subsidiary companies and other parameters. In January 2014, further to the agreement for the provision of services, the management fees that are charged by the Company were updated. In February 2015, the Company signed on an agreement with the Income Tax Authority regarding the issue of the management fees.

(3) Management agreement with the parent company:

See Note 20C (1) to the consolidated financial statements for information regarding the management agreement with the parent company.

(4) Loan agreement with a banking institution:

In October 2021, the Company signed an agreement with a banking institution, according to which the bank provided to the Company a loan in the amount of approximately NIS 500 million, with an average lifetime of 8.5 years. The loan, which is not secured by any pledges, is CPI-linked and bears annual interest of 0.6%. The loan principal will be repaid by the Company in four equal annual installments, over the years 2029 to 2032. Under the loan agreement, the Company undertook to fulfill financial covenants which are similar to the financial covenants specified in the Company's series of bonds (Series H), which are listed on the Tel Aviv Stock Exchange. The average lifetime and principal repayment dates of the loan correspond to those of the bonds. For additional details regarding the financial covenants, See Note 9F to the consolidated financial statements.

(5) Issuance of share capital:

As to issuance of the Company's share capital in January 2022 and May 2022, see Note 14D to the Company's consolidated financial statements.

(6) Issuance of bonds and SWAP:

As to issuance of the Company's bonds, see Note 9 to the Company's consolidated financial statements.

6. Additional information: (Continued)

(7) Transactions during the reporting date and after regarding investment property, investment property under construction and investment property under development:

Regarding transactions in the reporting year and after that relates to investment investment property, investment property under construction and investment property under development, see Note 6D to the Company's consolidated financial statements.

ADDITIONAL DETAILS REGARDING THE CORPORATION

See Hebrew report

216 Periodic Report 2024 AMOT INVESTMENTS STRONG TOGETHER.

APPENDIXES

217 Periodic Report 2024

AMOT INVESTMENTS STRONG TOGETHER.

English Translation solely for the convenience of the readers of the Hebrew language review report and Hebrew language financial statements. In any case of difference between the two versions, the Hebrew version shall govern

Date: February 10, 2025

To

The Board of Directors of Amot Investments Ltd. ("the company")

Dear Sir/Madam,

Re: Consent letter in term of Amot Investments Ltd. Shelf Offering from May 2022

We hereby advise you that we agree to the inclusion (including by a way of reference) of our statements detailed below in connection with the May 2022 shelf prospectus.

  • (1) Auditors' Report dated February 10, 2025 regarding the Consolidated Financial Statements of the company as of December 31, 2024 and 2023, and for the three years periods ended December 31, 2024.
  • (2) Auditors' Report dated February 21, 2024 regarding the Components of Internal Controls over Financial Reporting of the Company as of December 31, 2024.
  • (3) Auditors' Report dated February 21, 2023 regarding the Separate Financial Information of the company which is presented in accordance with Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970, as of December 31, 2024 and 2023, and for the three years periods ended December 31, 2024.

Respectfully,

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

Tel Aviv, February 10, 2025

Annual Report on the Effectiveness of the Internal Control on Financial Reporting and Disclosure according to Regulation 9B(a) of the Securities Regulations (Periodic and Immediate Reports), 1970, for 2024

Management, under the supervision of the Board of Directors of Amot Investments Ltd. (hereinafter: "the Corporation"), is responsible for establishing and maintaining adequate internal controls over financial reporting and disclosure in the Corporation.

In this regard, the members of management are:

    1. Shimon Abudraham, CEO.
    1. Judith Zynger, Deputy CEO and CFO.
    1. Ohad Weis, Corporate Controller.

Internal control over financial reporting and disclosure includes controls and procedures existing in the Corporation, which have been designed by the CEO and the senior executive in finance or under their supervision, or by those who actually perform these functions, under the supervision of the Corporation's Board of Directors, which are intended to provide reasonable assurance as to the reliability of the financial reporting and preparation of the reports in accordance with the provisions of the law, and to ensure that information the Corporation is required to disclose in its reports according to the provisions of the law has been collected, processed, summarized and reported in a timely manner and according to the format prescribed by law.

Internal control includes, among other things, controls and procedures designed to ensure that information the Corporation is required to disclose has been accumulated and passed on to the Corporation's management, including the CEO and the senior executive in finance or whoever actually performs these functions, in order to allow decisions to be made in a timely manner, taking the disclosure requirement into consideration. Due to its structural limitations, internal control over financial reporting and disclosure is not intended to provide absolute certainty that misrepresentation or omission of information in the statements will be avoided or discovered.

Management, under the supervision of the Board of Directors, conducted an examination and assessment of the internal control over financial reporting and disclosure in the corporation and its effectiveness. The assessment of the effectiveness of the internal control over financial reporting and disclosure conducted by management under the supervision of the Board of Directors was carried out with the implementation of the guidelines published by the Securities Authority in November 2010 in connection with the implementation of the evaluation of the effectiveness of internal control over financial reporting and disclosure by the Board of Directors and management, in accordance with Regulation 9b of the Securities Regulations (Periodic and Immediate Reports), 1970.

Management's assessment of the effectiveness of internal control over financial reporting and disclosure under the supervision of the Board of Directors: A process based on the Corporation's assessment of risks pertaining to the financial reporting and disclosure. The Company's management, under the supervision of the Board of Directors, examined the potential risks of material misstatement in the financial statements, based on its knowledge of the Corporation, its operations, organizational structure and its various processes, and based on its understanding of the Corporation's reporting and disclosure risks. The Company's management focused on the financial reporting items and on disclosure items which may be more likely to include a material error. The Company's management, under the supervision of the Board of Directors, has also examined the planning and operational effectiveness of the controls and the procedures that adequately address these risks.

The Company's assessment of the effectiveness of the internal control was based on the following four components:

Organization-level controls:

    1. Organizational level controls.
    1. General controls in the information systems.
    1. Controls in very significant business processes:
  • 3.1 A very substantial business process Investment real estate.
  • 3.2 Very business process Income from rent and real estate management.
    1. Controls on the processes of closing an accounting period, editing and preparing the financial statements and disclosures.

The effectiveness assessment included, among other things :

  • Update the document "Mapping and identification of accounts and business processes" in relation to processes that the company considers essential for financial reporting and disclosure .
  • Updating processes and controls, examining key controls, and checking the effectiveness of controls in the context of internal control components .
  • Performing a validation (testing) process of the effectiveness of internal control over financial reporting and disclosure .

Based on the evaluation of the effectiveness performed by the management under the supervision of the Board of Directors as detailed above and based on the evaluation of the effectiveness performed by the management, under the supervision of the Board of Directors, the Company Board of Directors and management arrived at the conclusion that the internal control over financial reporting and disclosure in the Corporation as of December 31, 2024, is effective.

(a)Statement of the CEO in accordance with Regulation 9B(d)(1) of the Securities Regulations (Periodic and Immediate Reports), 1970

Executive Statement

Statement of the CEO

I, Shimon Abudraham, do hereby state that:

    1. I have reviewed the periodic reports of Amot Investments Ltd. (hereinafter: "the Corporation") for 2024 (hereinafter: "the Reports");
    1. To the best of my knowledge, the statements do not include any misrepresentation of a material fact nor do they lack the representation of a material fact that is necessary so that the representations included therein, in view of the circumstances in which those representations were included, will not be misleading with respect to the reporting period;
    1. To the best of my knowledge, the financial statements and the other financial information included in the reports adequately reflect, in all material respects, the financial position, results of operations and cash flows of the Corporation for the dates and periods referred to in the Reports;
    1. I have disclosed to the Corporation's independent auditor, the Board of Directors and the Audit and Financial Statements Committees, based on my most up-to-date evaluation of internal control over financial reporting and disclosure;
    2. A. All significant deficiencies and weaknesses in the determination or operation of internal controls over financial reporting and disclosure that are reasonably likely to negatively impact the Corporation's ability to collect, process, summarize and report financial information in a manner that would cast doubt on the reliability of the financial reporting and the preparation of the financial statements in accordance with the law, and –
    3. B. Any fraud, whether material or not, involving the CEO or his direct subordinates or other employees who have a significant role in the internal control over financial reporting and disclosure;
    1. I, by myself or with others in the Corporation:
    2. A. I have established controls and procedures, or have verified the establishment and existence of controls and procedures under my supervision, designed to ensure that material information referring to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, brought to my attention by others in the Corporation and in its consolidated companies, particularly during the preparation period of the reports; and
    3. B. I have established controls and procedures, or have verified the establishment and existence of controls and procedures under my supervision, designed to reasonably assure the reliability of the financial reporting and preparation of financial statements in accordance with provisions of the law, including generally accepted accounting principles;
    4. C. I have assessed the effectiveness of internal control over the financial reporting and disclosure and have presented in this report the conclusions of the Board of Directors and management regarding the effectiveness of internal control as of the reporting date.

The above does not detract from my responsibility or the responsibility of any other person according to the law.

_______________ ___________ February 10, 2025 Signature

Shimon Abudraham, CEO

(b) Statement of the Most Senior Finance Officer in accordance with Regulation 9B(d)(2) of the Securities Regulations (Periodic and Immediate Reports), 1970.

Executive Statement

Statement of the Most Senior Finance Officer

I, Judith Zynger, do hereby state that:

    1. I have reviewed the financial statements and other financial information included in the reports of Amot Investments Ltd. (hereinafter: "the Corporation") for 2024 (hereinafter: "the Statements");
    1. To the best of my knowledge, the financial statements and other financial information included in the reports do not include any misrepresentation of a material fact and do not lack the representation of a material fact that is necessary in order that the representations included therein, in view of the circumstances in which those representations are included, not be misleading in relation to the reporting period;
    1. To the best of my knowledge, the financial statements and the other financial information included in the reports adequately reflect, in all material respects, the financial position, results of operations and cash flows of the Corporation for the dates and periods referred to in the Reports;
    1. I have disclosed to the Corporation's independent auditor, the Board of Directors and the Audit and Financial Statements Committees, based on my most up-to-date evaluation of internal control over financial reporting and disclosure;
    2. A. All significant deficiencies and material weaknesses in the determination or operation of internal controls over financial reporting and disclosure, as it relates to the financial statements and the other financial information included in the financial statements, that are reasonably likely to negatively impact the Corporation's ability to collect, process, summarize and report financial information in a manner that would cast doubt on the reliability of the financial reporting and the preparation of the financial statements in accordance with the law; and –
    3. B. Any fraud, whether material or not, involving the CEO or his direct subordinates or other employees who have a significant role in the internal control over financial reporting and disclosure;
    1. I, by myself or with others in the Corporation:
    2. A. I have established controls and procedures, or have verified the establishment and existence of controls and procedures under my supervision, designed to ensure that material information referring to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, to the extent that it is relevant to the financial statements and to other financial information included in the statements, is brought to my attention by others in the Corporation and in its consolidated companies, particularly during the preparation period of the reports; and –
    3. B. I have established controls and procedures, or have verified the establishment and existence of controls and procedures under our supervision, designed to reasonably assure the reliability of the financial reporting and preparation of financial statements in accordance with provisions of the law, including generally accepted accounting principles;
    4. C. I have assessed the effectiveness of internal control over the financial reporting and disclosure, as it relates to the financial statements and other financial information included in the reports as of the reporting date; my conclusions regarding my assessment have been brought up before the Board of Directors and management, and are integrated into this report.

The above does not detract from my responsibility or the responsibility of any other person according to the law.

_______________ ______________

February 10, 2025 Signature

Judith Zynger, Deputy CEO and Chief Financial Officer

PERIODIC REPORT 2024 AMOT INVESTMENTS

ATRIUM TOWER, JABOTINSKY STREET 2 , RAMAT GAN 5252007 PHONE 035760503, FAX 03-5760501 WWW.AMOT.CO.IL

Periodic Report 2024 AMOT INVESTMENTS

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