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Ellomay Capital Ltd.

Investor Presentation Nov 10, 2016

6770_rns_2016-11-10_5a4a1a35-ff7f-40c6-97ba-0cea8633f7b6.pdf

Investor Presentation

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2016 Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant's name into English)

9 Rothschild Blvd., Tel Aviv 6688112, Israel (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

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

Exhibit 99.1. November 2016 Investor Presentation.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ellomay Capital Ltd.

By: /s/ Ran Fridrich_________ Ran Fridrich Chief Executive Officer and Director

Dated: November 10, 2016

Disclaimer

General:

  • • The information contained in this presentation is subject to, and must be read in conjunction with, all other publically available information, including our Annual Report on Form 20-F for the year ended December 31, 2015, and other filings that we make from time to time with the SEC. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only based on such information as is contained in such public filings, after having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. In making this presentation available, we give no advice and make no recommendation to buy, sell or otherwise deal in our shares or in any other securities or investments whatsoever. We do not warrant that the information is either complete or accurate, nor will we bear any liability for any damage or losses that may result from any use of the information.
  • • Neither this presentation nor any of the information contained herein constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. No offering of securities shall be made in Israel except pursuant to an effective prospectus under the Israeli Securities Law, 1968 or an exemption from the prospectus requirementsundersuchlaw.
  • • Historical facts and past operating results are not intended to mean that future performances or results for any period will necessarily match or exceed those of any prioryear.
  • • This presentation and the information contained herein are the sole property of the company and cannot be published, circulated or otherwise used in any way without our express prior written consent.

InformationRelatingtoForward-LookingStatements:

• This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding our plans and the objectives of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements. These risks and uncertainties associated with our business are described in greater detail in the filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Overview

(NYSE MKT; TASE: ELLO)

Ellomay operates in the energy and infrastructure growing sectors including renewable and clean energy. The Company's shares are traded on the NYSE MKT and the Tel Aviv Stock Exchange with a market cap of approximately \$87 million (as of October 31, 2016) and is controlled by Mr. Shlomo Nehama (Chairman), Mr. Ran Fridrich (CEO) and Mr. Hemi Raphael.

2

1

Ellomay owns 16 PV Plants with an aggregate nominal capacity of ~30.5 MWp in Italy and in Spain, 75% of the project to construct the Manara Pumped-Storage facility with capacity of 340MW and ~9.4% of the Dorad Power Plant, producing ~ 850MW.

3

Ellomay has recently entered into a strategic agreement with a subsidiary of Ludan Engineering Ltd. in connection with Waste-to-Energy projects in the Netherlands and is reviewing similar projects in the United States.

Ellomay focuses on small/mid-size scale commercial projects with limited capex and operational risks. Ellomay aims to exploit attractive yield to risk ratios worldwide.

5

Standard & Poors Maalot ilA- Rating of Debentures.

Corporate Structure

2) Kanir partnership is controlled by Mr. Ran Fridrich and Mr. Hemi Raphael. Kanir's holdings percentage set forth herein includes holdings by Ran Fridrich and Hemi Raphael (directlyandindirectly)of1.1%and4.3%,respectively.

Includes direct and indirect beneficial holdings of approximately 3.8% by the Mor brothers, who are shareholders of one of Kanir's limited partners.

Milestones

5

Portfolio Summary

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2)as of June 30, 2016.

3)Cost of fixed assets.

4)Investment in equity accounted investee –attributed to the investment in Dorad.

5) A 20 year generation license and supply license.

Photovoltaic Operations: Italy and Spain

The PV Market

•Production of clean energy represents a growing portion of energy production. Today, the majority of the energy supply in the world is still produced using fossil fuels, such as coal, oil and natural gas. The use of these traditional energy sources raises a number of challenges, including price volatility, dependency on import from a limited number of countries as well as environmental concerns. As a result of these and other challengers, governments expand their support of development of alternative energy sources, including solar energy, the fastest growing source of renewable energy.

  • • Many countries, including Spain and Italy, adopted plans that offered significant incentives targeted at reducing the burden of the cost of the photovoltaic systems in order to promote the use of solar energy and reduce the dependency on other forms of energy.
  • • Based on SolarPower Europe, the new EPIA (European Photovoltaic Industry Association), the solar energy market substantially grew during the last decade. In 2015, solar grew by 15% in Europe connecting 8 GW of solar power to the grid. Global grid-connected solar increased by 25% to an estimated 50.1 GW in 2015, from 40.2 GW in 2014.

(Source:

http://www.solarpowereurope.org/index.php?eID=tx_nawsecuredl&u=0&g=0&t=1478600219&hash=c4fb4fd7f700bc25a00 bc536e319b0b9116a2413&file=fileadmin/user_upload/images/Media/030316_A_positive_year_for_solar.pdf)

PV Plants in Italy

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1) All plants are connected to the national grid and are entitled to a remuneration period of 20 years from connection to the grid. In addition to the FiT payments, the plants are entitled to sell the electricity inthe SPOT price, currently approximately 4 Eurocents/KWh.

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1) Remuneration period – 30 years.

The Dorad Power Plant is one of the largest private power plant in Israel, with installed capacity of approximately 850 MW.

12

The plant is a CCGT bi-fuel plant and powered by natural gas. The Dorad Power Plant is comprised of twelve natural gas turbines, and two steam turbines.

Ellomay indirectly holds approximately 9.4% interest in Dorad.

1.2B

The cost of the project was approximately US\$ 1.2 billion. The project has secured one of the largest project finance facilities in Israel of over US\$ 1 billion. The financing facility was led by Israel's largest banks and institutional investors.

Electricity is sold directly to endusers and to the national distribution network at competitive rates. The power plant, which was declared a national infrastructure project by the Israeli Prime Minister, was commercially operated and began producing electricity in full capacity in May 2014.

Dorad Power Plant

Key P&L and Statement of Cash Flows Figures (NIS millions)

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(1) See below for a reconciliation of Net Income to EBITDA.

Pumped-Storage Development Project Manara Cliff, Israel

  • • Hydro-electric storage system comprised of two water reservoirs (upper and lower), connected through an underground water pressure pipe. Energy is stored by pumping water from lower to upper reservoir and generated by releasing the water back.
  • •Sustainable technology – working for over 100 years.

This technology is an important tool for managing and controlling the national grid and improving its operations. The plants operate using the available capacity and energy method around the world, allowing quick response time (90 sec) and used by the grid dispatcher for utilizing the operational advantages to balance immediate demand and supply related services.

Pumped storage is the most efficient method (known today) for storing electricity in large capacities.

Pumped-Storage Project

Company

Shareholders

Capacity

(2014) Ltd.

340 MW EllomayPumped Storage 2Ellomay Capital Ltd. – 75% 1 Sheva Mizrakot Ltd. – 25%

1)Indirectlyownedthroughtheprojectcompany.

2) During 2015 the company finalized the initial development stage of the Manara PSP and on August 28, 2015, after the Manara PSP received a feasibility study from the Israel Electric Company, the company submitted a request to the IPUA for an updated conditional license with a capacity of 340 MW. The IPUA in its meeting held on July 26, 2016 decided to grant a conditional license to Ellomay Pumped Storage (2014) Ltd. for its 340MW planned Pumped Storage Power Station. The conditional license is effective starting August 28, 2016 following its execution by the Israeli Minister of National Infrastructures, Energy and Water Resources for a period of 72 months. The current regulated quota for Pumped Storage facilities is 800MW, and is in the process of being increased to above 1000MW.

Waste-to-Energy Projects

Biogas: the combustible product of the anaerobic digestion of different biomass substrates including manure, agro-residues and organic waste.

Green gas: (bio-methane)

is defined as methane produced from biogas with properties close to natural gas that is injected into the natural gas grid.

The Potential of the Dutch Biogas Market

  • • The Netherlands produces over 76 million tons of manure per year (source CBS, 2013).
  • •Approximately 10% of the market has to be processed due to stringent regulatory requirements ("overmest").
  • •Maximum biogas potential is expected to triple between 2020 to 2030 and market demand for Green Gas Certificates is expected to increase.

The Netherlands is far from reaching the target determined by the European Union of 20% renewable energy out of all energy sources (by the year 2020).

The Potential of the Dutch Biogas Market

19

Renewable energy accounts only for ~5% of NL energy sources

Strategic Collaboration with Ludan

  • • Pursuant to the Agreement, subject to the fulfillment of certain conditions (including the financial closing of each project and receipt of a valid Sustainable Energy Production Incentive subsidy from the Dutch authorities and applicable licenses), the Company will acquire at least 51% of each project company and Ludan will own the remaining 49% (each project that meets the conditions is referred to as an "Approved Project").
  • • The expected overall cost of the projects is approximately Euro 200 million (including project financing).
  • • Each Approved Project is expected to receive a guaranteed payment (subsidy) from the Dutch authorities for the energy it generates for a period of approximately twelve years.

Biogas opportunities Roadmap Progress Report

  • • The U.S. Department of Agriculture (USDA), U.S. Department of Energy (DOE), and U.S. Environmental Protection Agency (EPA) created the Roadmap as a response to the White House Climate Action Plan's directive to develop an interagency strategy to reduce methane emissions.
  • • Strategically deployed biogas systems offer the nation a cost-effective and profitable solution to reducing emissions, diverting waste streams, and producing renewable energy. The Roadmap identified more than 2,000 sites across the United States that produce biogas, as well as the potential for an additional 11,000 biogas systems. If this full potential is reached, the climate and environmental benefits are expected to be substantial – along with methane emissions being reduced, the amount of renewable energy being generated by these projects will grow. The report indicates that the rate of growth in the sector needs to increase to realize the potential 2030 reductions that were enumerated in the Roadmap.

(Source: http://www.rd.usda.gov/files/Biogas-Roadmap-Progress-Report-v12.pdf)

The Company is in due diligence process with respect to two projects with aggregate capacity of ~8.4 MW*

* There is no assurance at this stage that the due diligence process will be completed at all or to the satisfaction of the Company or with respect to the execution of definitive agreements in connection with an investment in these projects.

Projects in the United States

21

Key Balance Sheet Figures (USD thousands)

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3
5,
9
2
2
2
3
%
3
3,
4
1
2
2
1
%
C
A
P
*
1
5
2,
9
1
7
9
5
%
1
4
8,
6
5
7
9
5
%
1
5
1,
1
4
8
9
5
%
l
T
i
t
t
o
a
e
q
u
y
9
4,
0
6
5
5
9
%
9
2,
0
3
1
5
9
%
9
1,
7
3
4
5
7
%
l
T
t
t
o
a
a
s
s
e
s
1
6
0,
3
2
7
1
0
0
%
1
5
6,
6
1
9
1
0
0
%
1
5
9,
6
8
7
1
0
0
%

*See Appendix A for calculations

Key Financial Ratios

b
3
2
0
D
1,
1
5
e
c
e
m
e
r
3
0,
2
0
J
1
5
u
n
e
3
0,
2
0
J
1
6
u
n
e
(
)
l
b
F
i
i
D
C
A
P
A
/
D
t
t
n
a
n
c
a
e
o
3
8
%
3
8
%
3
9
%
(
)
l
b
F
i
i
D
C
A
P
B
/
D
t,
t
t
n
a
n
c
a
e
n
e
o
2
2
%
2
7
%
2
5
%
(
)
l
b
l
F
i
i
D
T
i
A
/
C
t
t
t
t
n
a
n
c
a
e
o
o
a
e
q
u
y
6
3
%
6
2
%
6
5
%
(
)
l
b
l
F
i
i
D
T
i
B
/
C
t,
t
t
t
t
n
a
n
c
a
e
n
e
o
o
a
e
q
u
y
3
6
%
4
3
%
4
1
%

Strong Balance Sheet, Sufficient Liquidity, Low Leverage

See Appendix A for calculations

Key Income and P&L Figures

(USD millions)

See below for a reconciliation of Net Income (Loss) to EBITDA.

EBITDA

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company's and Dorad's historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company's or Dorad's commitments, including capital expenditures, and restricted cash, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company's and Dorad's EBITDA may not be indicative of the historic operating results nor is it meant to be predictive of potential future results.

Ellomay Capital - Reconciliation of Net income (loss) to EBITDA (in US Dollar thousands)

Fo
r th
nd
ed
e y
ea
r e
r th
ths
de
d
Fo
ix m
e s
on
en
r th
ths
de
d
Fo
ix m
e s
on
en
ber
De
31
20
15
cem
,
Ju
30
20
15
ne
,
Ju
30
20
16
ne
,
dit
ed
Un
au
(
los
s)
for
th
od
Ne
t in
eri
co
me
e p
7,
2
9
8
2,
5
9
7
(
)
1,
6
7
1
(
e),
Fin
cin
inc
t
an
g e
xp
en
ses
om
ne
(
)
5
9
2
(
)
1,
3
2
7
2,
7
5
5
n i
(
be
fit)
Ta
tax
xe
s o
nco
me
ne
(
)
1,
9
3
3
5
9
8
3
0
9
cia
tio
De
pre
n
4,
9
1
2
2,
4
5
6
2,
5
1
8
EB
ITD
A
9,
6
8
5
4,
3
2
4
3,
9
1
1

Dorad - Reconciliation of Net income to EBITDA (in NIS millions)

Fo
r th
nd
ed
e y
ea
r e
r th
ix m
ths
de
d
Fo
e s
on
en
r th
ix m
ths
de
d
Fo
e s
on
en
De
ber
31
20
15
cem
,
Ju
30
20
15
ne
,
Ju
30
20
16
ne
,
Un
dit
ed
au
t in
fo
r th
eri
od
Ne
co
me
e p
1
0
3
1
3
1
0
Fin
cin
t
an
g e
xp
en
ses
, ne
2
1
6
1
0
7
1
0
4
n i
Ta
xe
s o
nco
me
3
8
0 4
cia
tio
nd
iza
tio
De
ort
pre
n a
am
n
2
1
0
1
0
5
1
0
5
EB
ITD
A
5
6
7
2
2
5
2
2
3

Summary

Diversified and growing base of cash flow generating assets.

4

Focus on small/medium commercial projects with limited capex and operational risks.

2

1

The Company is characterized by low leverage and revenues based on regulatory tariffs.

Seasoned management team, with extensive sector knowledge and access to attractive opportunities.

Investor Relations

Hadas Friedman KM Investor relations Direct: +972 (0)3-5167620 [email protected] www.km-ir.co.il

Company

Kalia Weintraub Chief Financial Officer Ellomay Capital LTD. 9 Rothschild Blvd., Tel Aviv Direct: +972-3-7971111 Email: [email protected]

www.ellomay.com

Appendix A – Leverage Ratios

Use of NON-IFRS Financial Measures

The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus finance lease obligations plus long-term bank loans plus debentures (non-current liabilities), Financial Debt, Net as Financial Debt minus cash and cash equivalent minus investments held for trading minus short-term deposits and CAP as equity plus Financial Debt. The Company presents these measures in order to enhance the understanding of the Company's leverage ratios and borrowings. While the Company considers these measures to be an important measure of leverage, these measures should not be considered in isolation or as a substitute for long-term borrowings or other balance sheet data prepared in accordance with IFRS as a measure of leverage. Not all companies calculate these measures in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. See the calculation of these financial measures presented below.

Calculation of Leverage Ratios (in US\$ thousands)

of
ber
31
As
De
cem
,
of
As
Ju
30
ne
,
of
As
Ju
30
ne
,
20
15
20
15
20
16
Au
dit
ed
dit
ed
Un
au
dit
ed
Un
au
lia
bil
itie
Cu
nt
rre
s
Lo
nd
bo
win
an
s a
rro
gs
(
)
1,
1
3
3
(
)
1,
4
6
2
(
)
1,
2
0
8
be
De
ntu
res
(
)
4,
8
7
8
(
)
0
5,
4
4
(
)
9
3
4,
7
t li
ab
ilit
No
ies
n-c
urr
en
Fin
lea
ob
lig
ati
an
ce
se
on
s
(
)
2
4,
7
4
(
)
5,
0
3
2
(
)
4,
6
5
8
lo
Lo
-te
ng
rm
an
s
(
)
1
3,
0
4
3
(
)
3,
6
0
2
(
)
1
2,
9
4
6
De
be
ntu
res
(
)
3
5,
0
7
4
(
)
4
1,
4
8
6
(
)
3
5,
6
2
9
Fin
cia
l D
eb
t (
A)
an
(
)
5
8,
8
5
2
(
)
5
6,
6
2
6
(
)
5
9,
4
1
4
Les
s:
sh
d c
h e
iva
len
Ca
ts
an
as
qu
1
8,
7
1
7
9
1
1,
6
1
1
6,
7
1
5
Ma
rke
tab
le S
uri
tie
ec
s
6,
4
9
9
5,
0
3
8
5,
5
1
5
(
B)
Fin
cia
l D
eb
t, n
et
an
(
)
3
3,
3
6
6
(
)
3
9,
8
9
7
(
)
3
8
7,
1
4
(
C)
tal
uit
To
eq
y
(
)
9
0
6
4,
5
(
)
9
2,
0
3
1
(
)
9
1,
7
3
4
Fin
cia
l D
eb
t (
A)
an
(
)
5
8,
8
5
2
(
)
5
6,
6
2
6
(
)
5
9,
4
1
4
P (
D)
CA
(
)
1
5
2,
9
1
7
(
)
1
4
8,
6
5
7
(
)
1
5
1,
1
4
8
P (
D)
Fin
cia
l D
eb
CA
A/
t to
an
3
8
%
3
8
%
3
9
%
l D
eb
P (
)
Fin
cia
CA
B/D
t, n
et
to
an
2
2
%
2
7
%
2
5
%
(
C)
Fin
cia
l D
eb
tal
uit
t to
To
A/
an
eq
y
6
3
%
6
2
%
6
5
%
l D
eb
tal
(
)
Fin
cia
To
uit
B/C
t, n
et
to
an
eq
y
3
6
%
4
3
%
4
1
%

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