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Energix Renewable Energies Ltd.

Quarterly Report Mar 11, 2025

6776_rns_2025-03-11_82ca8426-d333-44c9-a2d3-6a9e57b5473b.pdf

Quarterly Report

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This document is an unofficial translation of the Company's Board of Directors' Report and certain parts of its 2024 Annual Financial Statement (main reports without notes) from the original report in Hebrew dated March 9, 2025 (Reference Number: 2025-01-015516) (the "Report"). This translation is published for convenience purposes only, while the Hebrew version of the Report is the binding one.

Energix - Renewable Energies Ltd. (the "Company")

Board of Directors' Report Concerning the State of the Company's Affairs

The Company's Board of Directors is pleased to present its report concerning the state of the Company's affairs for the year ended December 31,2024 (hereinafter: the "Reported Period").

Any reference to the "Company" or the "Group" in this report means the Company and/or the Company through its subsidiaries and/or through partnerships under its control. Unless expressly stated otherwise, the terms used in this chapter are as defined in Chapter C of the Report – Financial Statements.

Part A - The Board of Directors' Explanation of the Company's Business Situation

1. Summary description of the Company's activity

Energix - Renewable Energies Ltd.1 (the "Company") was incorporated in Israel on December 7, 2006 as a private company. In May 2011, the Company became a public company, and its securities were listed for trading on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"). Alony Hetz Properties and Investments Ltd. ("Alony Hetz") has been the Company's controlling shareholder since it was founded.2

As of the Reporting Date and as of the Approval Date of this Report, the Company is engaged, independently and through subsidiaries and partnerships which are wholly controlled (hereinafter, collectively: the "Group"), in the, development, financing, construction, management and operation of facilities for the production and storage of clean electricity from renewable energy sources, and in the sale of the electricity that is produced in those facilities, with the intention of holding as long-term owners.

In the Company's overall activities in Israel, the United States and Poland, the total capacity of its systems amounts to a total of approximately 1.35GW and 189MWh (storage) in projectsin commercial operation, approximately 761MW and 206MWp (storage) in projects under construction or in pre-construction, and approximately 843MW and 121MWh (storage) in projects in advanced stages of development. The Company also has projects under development in the Photovoltaic Segment and in the Wind Energy Segment with a capacity of 5GW, and projects under development in the Storage Segment with a capacity of 10.6GWh. For details and definitionsregarding the classification of the projects which are owned by the Company by development stages, see Section 4 below.

Any reference to the Company and its activities, unless expressly Noted otherwise, is described on the level of the Group. The terms used in the Board of Directors' Report will have the meanings provided for them in the table of definitions provided in Note 1 to Part C - Financial Statements.

For more information regarding the Company's activity, see Section 1 in Part A of the Annual Report - Description of the Corporation's Business, and Sections 2-3 below.

1The Company was incorporated in 2006 under the name Amot Mikbatzim Ltd., which was subsequently changed to Amot Energy Ltd. In 2009, and later changed to Energix - Renewable Energies Ltd. In 2011. 2As of the Report Approval Date, Alony Hetz is a company without a control core.

Reference to forward-looking statement:

It is her eby made clear that the pr ovisions of this Boar d of Dir ector s' Repor t include, from time to time, r efer ence to guidance, estimates, appr oximations or other infor mation per taining to a future event or matter , which are uncer tain to mater ialize, and which are not under the contr ol of the Company and/or the Group, and which ther efor e constitute For war d-Looking Statements, as this ter m is defined in Section 32a of the Secur ities Law - 1968 ("For war d-Looking Statements").

Accor dingly, any r efer ence in this r epor t to "for war d-looking statements" means any guidance, estimate, appr oximation, or other infor mation that r efer s to future events or matter s, the mater ialization of which is uncer tain and is not under the exclusive contr ol of the Company and/or the Group. This infor mation is based on knowledge which is available to the Company or to the Group as of the Repor t Appr oval Date, or on infor mation which was published in exter nal sour ces, and may change, inter alia, due to the effects of business-economic and r egulator y var iables, and of the gener al r isk factor s which are char acter istic of the Company's activity, and which are ther efor e uncer tain to mater ialize. Accor dingly, the actual r esults in r espect of such infor mation may differ significantly from the pr esented infor mation or from the r esults which have been estimated on the basis of the infor mation, or are implied by such infor mation, and which are included in this report.

  1. Major Events During the Reported Period and as of the Report Approval Date:3

1.1. Operating results in the Reported Period and in the fourth quarter*

The Company posted a 32% increase in revenues, a 30% increase in EBITDA, and a 33% increase in net income for 2024, compared to 2023: Company revenues in 2024 amounted to approx. NIS 898 million, compared to approx. NIS 682 million in the corresponding period last year. The increase in revenues largely derives from the increase in the capacity of the pipeline of projects in commercial operation.

The Company's revenues in the fourth quarter amounted to approx. NIS 233 million, representing a 28% increase compared to revenues of approx. NIS 181 million in the corresponding quarter last year. The EBITDA for 2024 amounted to approx. NIS 626 million, an increase of 31% compared to an EBITDA of approx. NIS 480 million in the corresponding period last year. The EBITDA in the fourth quarter amounted to approximately NIS 172 million, representing a 42% increase relative to an EBITDA of approximately NIS 121 million in the corresponding period last year.

Net profit attributable to Company's shareholders in 2024 amounted to NIS 338 million, an increase of 31% compared to a net profit of NIS 258 million in the corresponding period. Net profit in the fourth quarter amounted to approximately NIS 110 million, representing a 69% increase compared to a net profit of approx. 65 million NIS in the fourth quarter of 2023.

The following is an analysis of project level EBITDA, which is used by the Company to calculate the operating results in accordance with its guidance, as detailed in Section 2.2 below:

For
the
year
ended
December
31
For
the
period
December
three-month
ended
31
2024 2023 2024 2023
NIS
in
thousands
(Unaudited) (Unaudited)
Reported
EBITDA
*
625,934 479,541 172,079 120,764
Lease
expenses
(IFRS
16)
(30,396) (20,185) (10,640) (5,137)
Other
income/expenses
(including
development
expenses)
10,046 16,881 (7,012) (9,756)
General
and
administrative
expenses
135,090 91,564 (40,119) 23,475
Project
level
EBITDA
740,675 567,801 194,546 148,858

The comparative analysis in this section, in respect of the results compared to the corresponding period last year, constitutes an economic analysis. The quarterly comparative data for the corresponding period last year reflect only the proportional part in respect of Q4 2023 of the full compensation which was received in Q1 2023 due to the unwinding of forward transactionsin Poland. For more information about unwinding of forward transactions in Poland, see Note 10B(4)(b)(3) to Part C of the Report – the Financial Statements.

For an analysis of the quarterly resultsrelative to the quarter last year and further details on the operating results, see 5.2 below. For more information about the Company contracting of PPA revisions in Poland and unwinding of transactions for setting electricity prices, see Note 10b of Part C of the Report – the Financial Statements.

1.2. Guidance and Strategy

(i) 2025 forecast

The Company is presenting its guidance for 2025 for the first time and expects revenues in the NIS 800-850 million range: project level EBITDA in the NIS 630-680 million range.

The Company's 2025 guidance embodies an approximate NIS 130 million decrease in revenues from Poland compared to 2024, due to the expiry of price fixing agreements in Poland that were carried out at very high price levels in 2022-2023. The Company's guidance for 2025 is based, among other things, on electricity prices set in agreements to sell electricity across the three territories including hedging agreements, rate auctions and forward prices in Poland and the United States.

The Company estimates that by the end of 2025, it will have connected pr ojects with capacity of 2GW+0.4GWh, an increase of 50% compar ed to end of 2024. These pr ojects are expected to gener ate r evenues of approximately of NIS 1.1 billion for a full year of operation.

For the assumptions used by the Company in preparing its guidance,see Section 4.4 below. Thissection includes forward-looking statements as defined in 2.1 below. The Company's actual revenues may differ significantly, depending, inter alia, on the actual scopes of production and electricity prices, and as part of future transactions in which the Company will engage, and there is no certainty that the electricity prices will remain at the price level which served as the basis for calculating the guidance.

(ii) Long-Term Work Plan Targets for 2026

The Company is revising its goals for the end of 2026 in line with its operating results and long-term work plan, so that it estimates that it will conclude 2026 with a portfolio of projects in commercial operation with a capacity of 4GW and 1.3GWh storage (in lieu of completing 2026 with a portfolio of projects of 4.3GW+1GWh last year). The Company estimates that the revenues expected from these projects will total approx. NIS 2.2 billion (compared to NIS 2.3 billion), with expected project level EBITDA remaining unchanged at a rate of 80%. The total construction cost for this project portfolio, based on market conditions and regulations as of the Report Approval Date, has been revised and is expected to amount to a total of approximately NIS 21 billion (compared to NIS 23.5 billion relative to a project portfolio of 4.3GW+1.3GWh), of which a total of NIS 3 billion is in equity, which has already been fully invested by the Company in its existing facilities (in lieu of NIS 3.5 billion in the previous estimate). The remaining amount required for project construction is expected to come from financing transactions relevant to the Company's activities and the investment by the Tax Equity Partner's, as customary in the sector.

The update of the plan is mainly due to the change in the project mix in light of the focus on the storage sector, which has become more economically viable, the update of foreign exchange rates, and the repayment of equity following the refinancing of the Banie 1 & 2 wind farms.

The chart below describes the expected connected capacity by the end of 2026

* Estimates of installed capacity for the end of 2026 are in accordance with the company's estimates for the start of construction of 2GW+0.9GWh in the second half of 2025.

** The figures in brackets refer to the Company's previous forecast.

The chart below describes the expected investments, financing and equity for the connected pipeline of 4GW+1.3GWh capacity at the end of 2026:

Note that the above calculation does not include operating cash flows

The figures in brackets refer to the previous guidance.

*The information included in thissection constitutes Forward-Looking Statements, as defined in Section 2.1 above.

For more information see Section 28 of Part A of this report – Description of Corporate Affairs.

1.3. Key trends and geopolitical events in the Company's operating markets –

  • (i) The Iron Swords War in Israel over the course of 2024, the Iron Swords War intensified with full ground campaignsin Gaza and Lebanon and missile attacksfrom seven different arenas. The intensification of the war and its expansion over the course of the year, that have led to delays in the construction and connection of projects under construction in Israel, with an emphasis on the country's north, but with no material impact on the Company. Furthermore, the continuation of the war and developments in Lebanon and Syria have led to a delay in the renewed construction of the Aran project4. For additional details regarding the Iron Swords War, see Section 6.2(b)(1) in Part A of the Report - Description of the Corporation's Business.
    • (ii) US presidential elections in November 2024 the US presidential elections were held, which constitute a material event with potential impact on the global economy and the creation of uncertainty in the field of renewable energy. The victory of Donald Trump and the Republican Party, which is identified with the oil and gas industries, has created uncertainty regarding the future realization of the tax benefits within the framework of the IRA legislation on which the Company relies. Note that based on the Company's legal counsel, as of the approval date of the Financial Statements, the manner in which these benefits are realized remains unchanged. The Company believes that in light of the fact that the robust demand for green electricity is driven by market fundamentals and that there has been a positive influence of IRA legislation on the labor market in many Republican states, the scenario for potential harm to the tax incentives relevant to the Company is moderate, if it exists at all.5

For more information, see Section 6.2(c)(1) as well as the Company's immediate report dated January 23, 2025 (reference no. 2025-01-006376), included herein in its entirety by way of reference.

(iii) Electricity supply and demand trends in the US market – the demand for green energy in the US market remains strong against a limited supply. The increase in demand derives from the increase in the construction of data centers by the major technology companies6 in light of the AI revolution, the reshoring of production of many industries to the United States and the electrification of many industries, mainly electric vehicles. In terms of supply, there is a need for massive investments in electrical grids throughout the United States in order to support the increase in demand. These supply and demand trends are expected to continue at least through the end of the decade7 and support higher electricity prices, green certificate prices, and, as a result, the prices of electricity sale agreements (PPAs).

4 For further details on the Clean Wind Energy Project see Note 10b of Part C of the Report – the Financial Statements and Section 3.3.(ii) below. 5 https://ny.matrix.ms.com/eqr/article/webapp/d3d081da-9af0-11ef-997c-146221625fb1?ch=rpext&sch=mfr 6 https://www.bnef.com/themes/somu1dt0g1kw007 Goldman Sacks - AI, data centers and the coming US power demand surge

(iv) Tariffs imposed on imported solar panels to the United States – in December 2024 the US government announced that it wasimposing tariffs on imports ofsolar panelsfrom four countries in Southeast Asia, following a petition by American solar panel manufactures. The petition claimed that Chinese-owned companies operating in these countries have been unfairly flooding the market with cheap products below cost (antidumping and countervailing duties)8. Imposing these tariffs hasled to an increase in the prices of panels manufactured in the United States, while the Company secured its regular supply of panels until 2030 at attractive prices set in advance. as a result, the Company estimates that the tariffs will have a positive impact on its operations.

For additional details, see Section 6.2 in Part A of the Report - Description of the Corporation's Business as well as 6.2(c)(2). For information on the Company's strategic collaboration with First Solar see Note 15(a) of Part C – Financial Statements.

*The information included in this section constitutes Forward-Looking Statements, as defined in Section 2.1 above.

  • 1.4. Expanding the Company's project pipeline, construction and M&A agreements over the course of 2024 and as of the report approval date, the Company continued to expand its project portfolio in the three territories in which it is operating, among other things by conducting transactions for purchasing projects. In addition, it has continued to advance works to construct and connect the existing project portfolio in its possession. Within this framework:
    • (i) During the reported period and as of the report approval date, photovoltaic and storage projects with a total capacity of 465MW and 189MWh began commercial operation and/or completed construction.
    • (ii) As of the approval of this report, the Company has photovoltaic and storage projects under construction, or expected to be under construction in 2025, with total capacity of 657MW and 206MWh9.
    • (iii) The company estimates that additional projects with a capacity of approximately 2GW will begin construction in the second half of 2025.
    • (iv) Over the course of 2024 the Company increased its portfolio of photovoltaic and storage projects, in various stages of development, via M&A transactions, with a total capacity of 770MW+ 260MWh, which are expected to begin construction and commercial operation in 2025-2027. projects with a capacity of 260MW are in the construction stage and/or preconstruction and 510MW in advanced stages of development.
    • (v) After the statement of financial position date, the company signed a deal to acquire a first project in Lithuania with a total capacity of up to 470MW. The company estimates that construction work will begin during 2025, depending on the completion of the transaction according to the expected schedules, with commercial operation reaching its peak in Q4 of 2026.

For more information see section 3.2.(i) below and the Company's immediate report published shortly after the publication of this report, which is included herein in its entirety by way of reference.

(vi) Furthermore, as of the report approval date, the Company is in multiple negotiations to purchase additional large-scale projects in all of the three territories in which it is operating.

For details on the Company's activity over the course of 2024 until the approval date of the Report in each territory see Section 3 below.

For more information on the Company's Project pipeline in its various stages see Sections 3 and 4 below as well as Notes 10 and 15 in Part C of the report – Financial Statements.

8https://www.trade.gov/commerce-preliminary-countervailing-duty-investigation-crystalline-photovoltaic-cells-cambodia 9 Not including the Clean Wind Energy Project for the construction of a wind farm in the Golan Heights with a capacity of 104MW, construction works of which have been temporarily frozen in the reported period and up to the report approval date. For more information see Section 4.1below.

1.5. Expanding the Company's strategic cooperation arrays:

Over the course of 2024 the Company continued expanding and establishing its array of strategic collaborations

(i) The Company's strategic collaborations in the US market – over the course of 2024 the Company signed a unique collaboration agreement with Google to sell electricity and provide a tax equity partner investment for the Company's projects in the US market. This agreement, combined with the framework agreement for panels supply with First Solar and collaborations with some of the world's leading financial institutions, constitutes a unique operational infrastructure that creates competitive advantage for the Company in the US market and allowing it to implement its development plan and connect its project portfolio.

For additional details on the collaboration agreement with Google see the Company's immediate report dated May 30, 2024 (reference number: 2024-01-054703) and Section 3.1 below.

(ii) Signing a strategic collaboration agreement with SMA AG – over the course of the reported period, the Company signed a strategic collaboration agreement with SMA, a German company which is a global leader in inverter manufacturing, which the Company has been working with since its establishment. As part of the collaboration, the Company is expected to purchase inverters from SMA with a capacity of at least 1.5GW for future projects that the Company is expected to establish over the course of 2025-2029 in Israel and in Poland. The strategic collaboration with SMA is based on the Company's experience in working with and purchasing inverters from SMA, a leading inverter manufacturer in its field in terms of quality, capacity and reliability. Similar to the Company's existing array of long-term strategic collaborations, this agreement is intended to ensure the Company's supply of inverters at attractive prices, for future projects it plans to develop.

For further details on the engagement in the agreement see Note 15 to Part C of the Report – the Financial Statements.

1.6. Financing transactions of up to NIS 2 billion in the U.S., Poland and Israel – over the course of the reported period until the report approval date, the Company entered into project financing transactions to a totaling NIS 2 billion in Israel, Poland and the United States. In addition, the Company is in various stages of negotiations to receive project financing and tax equity partner investment totaling up to NIS 3 billion. The Company'sfinancing transactions are used to fund the construction of projects and/or to recover excess equity provided by the Company, to be used to finance construction of additional projects.

For further details on the above sections in each of the territories the Company is active see Sections 3.2, 3.3 and 3.4 below.

For further details on the Company's financing agreements see Note 14c to the Financial Statements.

*The information included in Section 2 includes forward-looking statements as defined in 2.1 above.

3. Key Operational Data of the Company :

* Not including a capacity of up to 470MW for a project in Lithuania the purchase of which has not yet been completed.

For more information, see the Company's immediate report dated 3.3.25, published soon after the publication of this presentation.

  • 3.1 The Company's activity in the United States – completion of construction of strategic infrastructure to strengthen the Company's status in light of signing a long-term agreement with Google and reinforcing relationships with First Solar and leading financing institutions. (i) Strategic collaborations:
    • 1) Signing a strategic collaboration agreement with Google in May 2024, the Company entered into an agreement with Google to establish a strategic collaboration regarding the Company's future activity in the United States. As part of the strategic collaboration, the Company will sell to Google the electricity and green certificates produced in the Company's future projects in the United States, with a minimum capacity of 1.5GWp. Google will also provide the tax equity partner investment for these projects. As of the publication of the report, the Company has signed agreements to sell electricity under the framework of the agreement, for projects with a capacity of 142MWp and is in stages of signing a tax equity partner investment for these projects.

For additional details, see the Company's immediate report dated May 30, 2024 (reference number 2024-01-054703) information according to which is presented by way of referral.

2) Collaboration agreement with First Solar – within the framework of the collaboration agreement between the Company and First Solar, the Company guaranteed the availability and regular supply of panels manufactured in the United States at attractive prices, also for future projects that are currently in development, until 2030 (particularly in light of the increase in prices as a result of the imposition of tariffs on imports from Asia as described above). The Company estimates that purchasing the panels from First Solar will allow it to meet the criteria required to become eligible for additional tax benefit (ITC) at a rate of 10% for domestic content, in accordance with the IRA laws in effect as of the approval of the report (for further details on the safe harbor directives to ensure eligibility for the added tax benefit see Section 6.5 of Part A of this report – Description of Corporate Affairs).

*The information included in this section constitutes Forward-Looking Statements, as defined in Section 2.1 above.

The company operates based on a strategy of creating long-term collaborations with leading market players and believes that these partnerships provide it with a significant competitive advantage, ensuring the supply of key equipment and serving as a platform for accelerated growth and as a result, creating attractive M&A opportunities.

(ii) Market trends and regulation updates –

  • 1) For details on the US elections and supply and demand trends in the electricity market see 2.3 above.
  • 2) Capacity auctions in the PJM grid– the significant upward trend in electricity demand in the US market strengthens the need for power grid managers to make investments and increase grid redundancy. Accordingly, in July 2024, the results of a capacity auction in the PJM grid were published, in which significantly higher (over 10x) availability prices were established, relative to past auctions. The Company believes that the results of the auction are expected to generate additional revenue of approx. USD11 million to our US operations, during the period from June 1, 2025 to May 31, 2026, in respect of its current projects in commercial operation in the US (E3,VA1,VA2), and to increase the profitability of future projects.
  • 3) For details on regulation updates in all matters pertaining to exercising the ITC tax benefits in the US see Section 6.5 of Part A of this report – Description of Corporate Affairs.
  • (iii) Increase in portfolio of projects in commercial operation and start of new construction: in the first quarter of 2024 theCompany completed the construction and connection of the E3 project portfolio with a total capacity of 412MWp. As of the Report Approval Date, the Company is in the midst of construction works on photovoltaic projects with a capacity of 481MWp, expected to be in commercial operation by the end of 2025.

In addition, in accordance with the Company's existing project portfolio and M&A transactions additional projects, the Company is preparing for the start of construction of additional projects with a total capacity of 1GW over the course of 2025.

  • (iv) Portfolio of projectsin development and M&A transactions: over the course of the Reported Period and as of the report approval date, theCompany has continued to develop more projects, and hassigned agreements to acquire projects in the photovoltaic and/or photovoltaic with integrated storage field, with a total capacity of 770MWp+260MWh, as detailed below:
    • 1) Agreement to purchase a portfolio of photovoltaic projects with a capacity of approximately 425 MWp and 260 MWh of storage – in December 2024, the Company entered into an agreement with a leading global energy company to purchase full ownership of 4 photovoltaic projects with a total capacity of 425MWp. Two of the projects have the option of integrating storage facilities with a total capacity of up to 260MWh. These projects are expected to reach commercial operation (COD) over the course of 2025-2027. The total cost of the purchase is expected to amount to approx. USD 34 million, of which a total of USD 16 million was paid upon completing the transaction and the balance, for the entire project, will be paid upon the start of its construction. In addition, upon closing, theCompany paid the sellers an additional total of USD 8 million to reimburse construction expenses (equipment and grid connection fees). The sellers will be entitled to receive an additional total of USD 3 million if the storage project reaches construction.

For further details on the purchase transaction see the Company's immediate report from December 19, 2024 (reference: 2024-01-625575) hereby presented in full by way of referral.

2) Acquisition of first project in Ohio with a capacity of 150MWp - over the course of the third quarter of 2024, the Company acquired a photovoltaic project in Ohio with a capacity of 150MWp (the PJM grid), at a total cost of approximately USD 19 million. The Company expects construction of the project to begin in the second half of 2025.

  • 3) Purchase of projects with a capacity of 200MWp from a local developer – in April 2024 the Company entered into agreements, with a local developer, to purchase 2 photovoltaic projects in Pennsylvania with a total capacity of 200MWp for a total of USD 23 million (of which USD 10 million is reimbursement for equipment purchased and construction costs).
  • 4) In addition to the above, it is important to note that the market for mergers & acquisitions in the areas where the Company is operating in the US, has become attractive to the Company in light of supply chain challenges, grid connection challenges, which have posed difficulties for developers connecting projects that they have been advancing in recent years. The Company believes that its array of strategic collaborations, its track record of connecting projects, and its capital capabilities, place it in an optimal position to acquire projects which are ready to build in the near term. As of the Report's publication date, the Company is conducting several negotiations for the purchase of additional projects being developed in the US with significant capacity on the PJM grid.
  • 5) Within the framework of the above, the Company is in advanced negotiations to purchase 2 photovoltaic projectsin Ohio with a total capacity of 180MWp, in advanced stages of development, which Company estimates are expected to be entitled to an ITC tax benefit of 50%.
  • (v) Focusing the Company's activity on large projects in light of the current scale of our US operations, the Company has decided to focus on the development and construction of projects with a capacity exceeding 20MW(ac).

(vi) Financing transactions and Tax Equity Partner:

Below are financing transactions and Tax Equity Partner information, the Company entered into in the United States in the Reported Period and until the Report Approval Date:

1) Financing deal for the construction of the E4 projects portfolio of up to USD 225 million – in December 2024 the Company signed a USD 225 million financing transaction with a 3-bank consortium that includes the Bank of America, Bank Mizrahi Tefahot and the Santander Bank. The transaction includes a Back Leverage loan for all the projects and a bridge loan for the tax equity partner's investment (TEBL) for 2 projects with a capacity of 140MWp10. In December, the Company completed a withdrawal of USD 95 million from the total framework of the Back Leverage loan.

For additional details on the terms of the financing transaction,see theCompany'simmediate report dated December 22, 2024 (reference number 2024-01-626024) information according to which is presented in the report by way of referral.

2) Agreements for a tax equity partner for E4 portfolio projects- after the reported period, the Company signed an agreement for a tax equity partner investment with an American financial institution of up to USD 70 million for 3 projects with a capacity of approx. 70MWp out of the E4 portfolio. The tax equity partner investment agreement will be finalized into a binding transaction subject to the completion of the condition's precedent for this purpose, which are technical in nature, and subject to receipt of approval from the consortium of lenders of the E4 financing transaction. For further details on the investment of the tax equity partner see Note 14 to Part C of the Report – the Financial Statements.

In addition, the Company is in the process of complying the conditions needed for Google's investment as the tax equity partner of the additional 2 projects from E4 project portfolio of up to USD 155 million for the remaining 2 projects with a capacity of 140MWp. The parties' signatures will come into force subject to the completion of the conditionsrequired for this purpose, including approval of the syndication of lenders in the financing transaction and additional conditions as is customary for transactions of this type.

3) Negotiations for financing a portfolio of E5 projects with a capacity of approx. 272MWp – as of the publication of the report, the Company is in negotiations for a Back Leverage loan and a tax equity bridge loan for the construction of the E5 project portfolio in the US with a capacity of approx. 272MWp. The Company has signed a non-binding MOU to receive financing of up to USD 520 million, with one of the world's largest financial institutions. If the transaction matures to signing, it shall be carried out with the full underwriting of that financing institution to provide the full sum of the financing.

10The cost of the project's construction relative to the remaining 3 projects with a capacity of 70MWp, which are in final stages of construction was financed by the Company from its equity and it is expected to be repaid to the Company against the receipt of the investment of the tax equity partner of the 3 projects over the course of Q1 2025.

For more information regarding the financing transactions of Projects E4 and E5, see the Company's immediate report dated December 22, 2024 (reference no. 2024-01-626024), included herein in its entirety by way of reference, and Note 14 to the financial statements.

  • 4) Tax benefits for the use of domestic content in the E3 portfolio as of the Approval Date of the Report, the Company estimates that it is entitled to receive an additional total of up to USD 60 million in respect of the use of the domestic content bonus credit, subject to the tax equity partners' approval (including approval to amend the tax reports for the projects in respect of 2023). Note that regarding this sum, the Company has a legal opinion, confirmation of the equipment's Safe Harbor compatibility and confirmation of insurance coverage which support its eligibility to receive the domestic content bonus credit. The Company is in talks with tax equity partners regarding the realization of the tax benefit in this sum.
  • 5) A portfolio of projects in advanced development and under construction for which the Company has fulfilled the conditions for Safe Harbor - the Company estimates that it has secured its eligibility for tax benefits under current legislation, within the framework of Safe Harbor protection, with respect to projects expected to begin construction between 2025-2027.

*The information included in this section constitutes Forward-Looking Statements, as defined in Section 2.1 above.

  • 3.2 The Company's operations in Poland; Examining the Possibility of Expanding the Company's Operations to Lithuania- in 2024 the Company continued to advance its projects portfolio and examine the acquisition of new projects as part of its efforts to accelerate growth in the Polish renewable energy market under the new government. Within the framework of the above, the Company is also examining the option of expanding its operations in Poland to Lithuania as well, which borders Poland11.
    • (i) Advancement of portfolio of projects and M&A transactions –
    • 1) Purchase of first project in Lithuania after the report date, the Company signed an agreement to purchase a project to build a wind farm with a capacity of approx. 140MW and a photovoltaic facility with a capacity of up to 330MWp in Lithuania, bordering with Poland, as part of the expansion of the Company's activity in Poland. Completion of the transaction is subject to completing the milestones on behalf of the sellers to bring the project to a state of readiness for construction, within a few months. Purchase of the project shall be carried out against proceeds of approx. €25 million of which 80% will be paid upon completion and the remaining 20% upon the start of construction. assuming the transaction will be completed in accordance with the expected schedules, the Company estimates that the construction will begin during the second half of 2025 and the project is expected to reach commercial operation in Q4 of 2026. The total construction cost of the project is estimated at EUR 350-390 million, and the Company has received project financing offers of approximately 65%. Based on the expected electricity prices in Lithuania, the average expected annual income from the project in the first five years is EUR 50-60 million per year. For more information see the Company's immediate report published soon after the publication of this yearly report.
    • 2) Expanding and advancing the wind and photovoltaic portfolio of projects in development– over the course of 2024, changes occurred in the Polish energy market that primarily involve expansion of grid connection capacity from electricity generating facilities, including those using renewable energies. Considering the above, the Company is working to advance projectsin various stages of development, with a capacity of up to 1GW, so as to obtain connection approvals and building permits. As of the report date, theCompany has projectsin development that have received connection approvals to the power grid with a capacity of some 90MW.
    • 3) Construction of our firststand-alone storage facility and expanding our storage development portfolio – the Company has begun construction of its first stand-alone storage project with a capacity of approx. 48MWh, which isthe firststand-alone storage project in Poland, and is expected to reach commercial operation over the course of the second half of 2025. In the context of the project in question, in December the Company won a capacity auction for 8.5MWh starting from 2029, at a price of approx. 265 PLN/KWh, CPI-linked for 17 years. The Company also has an additional stand-alone storage project, with a capacity of 53MWh, which is in advanced stages of development and is expected to start construction in the second half of 2025. In addition, over the course of the reported period the Company received connection approvals for future storage projects with a capacity of 260MW (approx. 520MWh) and doubled its storage development portfolio.

(ii) Market trends and regulation updates –

1) Development of electricity pricesin Poland - Below is a chart reflecting the changesin electricity prices in Poland compared to the company's actual electricity prices, taking into account pricehedging transactions in the years 2022-2024.

  • 2) Green Certificates – towards August 2024, the Polish Government filed a draft proposal to raise the quotas setting the rate of green electricity that "black electricity" producers are required to purchase using Green Certificates. The draft proposalset a rate of 12.5% starting 2025 that gradually dropped to 11.5% in 2027, in lieu of an existing rate of 5% set by the previous government. After objections by various elements, it was decided to set the quota rate at 8.5% for one year, and as a result the price of certificates dropped to their lowest point. In light of the policy and statements of the current government, the Company believes that the price of certificates does not reflect market conditions and therefore it continues to hold the certificates it produces in inventory (note that the certificates have no expiry date) and will strive to sell them at higher prices.
  • 3) Initiatives for advancing the electricity market the Polish electricity market is undergoing changes, expressed in the advancement of variousinitiatives by the governmentsuch asinvestment in the development of transmission infrastructure, accelerating the integration of renewable energy, among other things, by advancing auctions and increasing the scopes of capacity auctions for storage solutions. As part ofthese initiatives, after new draft legislation wasfiled by the government in September 2024 to additionally lower the minimum distance between wind turbinesto residential areas to 500 meters, a new draft legislation was recently resubmitted for a vote. The Company believes that the entry into effect of the amendment will allow it to accelerate the promoting of additional pipeline of projects in development stages.

(iii) Financing transactions –

Signing a financing agreement for the Banie 1+2 and Iława wind farms, with a total capacity of 119MW – in August 2024 the Company completed a transaction for financing in the total amount of PLN 830 million (approximately NIS 780 million) for the Banie 1+2 and Ilawa wind farms, with a total capacity of 119MW. Upon the closing of the financing transaction and the repayment of equity invested in the project, the accumulated cash flow (including external financing) received from these wind farms, from the establishment of the three wind farms covered by the financing transaction, amounts to approximately 2.25 billion PLN, compared to a total investment of approximately 795 million PLN.

For further details, see the Company's immediate reports dated August 11, 2024 (reference number 2024-01-085615) and September 29, 2024 (reference number 2024-01- 606563), included herein, in their entirety, by way of reference, and Note 7 to the Financial Statements.

For further details regarding projects in commercial operation, and projects under construction, in pre-construction, and in advanced development stages in Poland, see Section 4 above and Note 10b(3) to Part C of this report – Financial Statements.

*The information included in this section constitutes Forward-Looking Statements, as defined in Section 2.1 above.

3.3 The Company's activity in Israel – continuation of construction activity in the shadow of the Iron Swords War and the development of the storage sector

(i) Iron Swords War: the continuation and intensification of the war in the north in the second half of 2024 has led to a delay in the construction and connection of some of the projects built by the Company, without this having a material impact on the Company. In light of the ceasefire in the north, the Company expects to complete these projects (mainly the Julis High Volage Project) over the course of 2025.

(ii) Expanding Portfolio and Construction Works

  • 1) Storage over the course of 2024 the Company's first photovoltaic project integrating storage began commercial operation. As of the publication of the report, photovoltaic projects with integrated storage have reached commercial operation with a total capacity of approx. 53MW+189MWh, operating within the framework of market regulation under the agreement with Electra Power. In addition, the Company is working to receive the approvals needed to connect standalone storage facilities to its existing sites.
  • 2) The Company is in the midst of construction on projects with a total capacity of 163MW+140MWp, expected to reach commercial operation by the end of 2025.
  • 3) Construction works on a wind farm in the Golan Heights with a capacity of approximately 104MW (Aran Energy Project): in light of the ceasefire agreement and the halt in fighting in the north and the geopolitical changes in Syria, the Company is studying alternatives at its disposal and is preparing to renew the construction works in the project. For more information about the Clean Wind Energy Project and review by the Company of indications of impairment, see Note 10 to Part C of the report – the Financial Statements. to the Financial Statements. For more information about a material valuation underlying Company decisions, see Appendix F – Valuation of Recoverable Amount of Material Asset of the Company to Part C of this report – Financial Statements.

For more information regarding projectsin commercial operation, and projects under construction, in pre-construction, and in advanced development stages in Israel, see Section 4 below and Note 10b(1) to Part C of this report – Financial Statements.

*The information included in this section constitutes Forward-Looking Statements, as defined in Section 2.1 above.

3.4 Engagements for raising capital and financing transactions during the Reported Period:

For project financing transactions to which the Company is party, see Note 14c in Part C of the Report - Financial Statements.

3.5 Dividend:

The Company's Board of Directors, in its meeting on March 8, 2021, resolved to adopt a multi-year dividend policy, in consideration of the Company's continued growth, and in accordance with its needs. For additional details regarding the Company's dividend policy, see Section 4.2 in Part A of the Report - Description of the Corporation's Business.

In accordance with the policy which was adopted, the Board of Directors resolved, on March 2, 2025, to determine that the dividend for 2025 will be in the total amount of NIS 0.4 per share, in the amount of NIS 0.1 per share for each quarter, subject to a specific resolution of the Board of Directors in each quarter, depending on the Company's needs and its compliance with the provisions of the law for the performance of distributions, as specified above.

In accordance with the above, the Company announced a dividend distribution for the first quarter of 2025 in the amount of NIS 10 per share (approx. NIS 55 million in total), which will be paid in April 2025.

3.6 Environment, Society, and Corporate Governance (ESG)

Energix set for itself the goal of being an independent power producer and actively participating in and leading the green energy revolution. Beyond the fact that the Company's commercial activity is entirely focused on the production of green energy from renewable sources, the Company also emphasizes the creation of added value, as reflected in its "Triple Win" strategy: contributing to the environment, contributing to the community, and adding value to the Company's activities. This activity, along with the existence of corporate governance, based on the values of transparency, leadership and professionalism, create added value for the Company, in a way that allows the sum to be greater than its parts.

In August 2022, the Company published its second corporate responsibility report, which presented a significant improvement on various ESG metrics relative to the report which was published in 2021. In 2024 the Company published its third corporate responsibility report, for 2022-2023, which presented the Company's progress in realizing the Company's long-term goals as well as a significant improvement in the variety of ESG indicesrelative to the two reports published previously. The improvement in the metrics was reflected in a significant increase in the Company's ESG ranking on various metrics, where in accordance with the Company's rating by the agency S&P Global, the Company improved its rating from the previous report by 12 points and is currently ranked in the 61st percentile in the sector. The report presents the Company's continued activity towards growth and expansion of the ESG metrics, and the Company's performance and achievements for 2022-2023.

As part of the ESG management processes, the Company chose to adopt a road map and to establish twelve ESG ambitioustargets, focused on significant issues pertaining to the Company's core activities, including fighting climate change, promoting gender equality, and investing in local communities.

Below are the Company's main achievements:

    1. Environment (E): Environmental achievements are mostly measured using quantitative indicators, which are measured by reduction in the creation of various pollutants, in greenhouse gas emissions, water, waste production, and others. Energix, as a green energy producer, contributes to the environment not only thanks to the production of clean electricity and avoiding coal, but also through strict environmental management of its activities:
    2. (i) Greenhouse gas emissions and reduction of air pollution The Company was one of the leaders in its field in Israel in terms of the scope of green energy it produced, thereby significantly contributing to the prevention of greenhouse gas and air pollutant emissions. Company operations have prevented emission of hundreds of thousands of tons of greenhouse gases, and thousands of tons of air pollutants.
    3. (ii) Water savings The Company, thanks to its operating methods, uses natural resources more efficiently than energy produced from fossil fuels. In this way, Energix has saved hundreds of billions of liters of water in energy production processes.
    4. (iii) Environmental preservation The Company focuses, during all stages of the development, construction and operation of its projects, on minimizing the impact of its activity on ecological systems by various means, including building pathways for the movement of animals, using various advanced technologies to monitor animal activity, investing in the preservation of the land and water sources located near the sites, and more.
    5. (iv) Reducing the carbon footprint 100% of the Company's solar panels and turbines are purchased from suppliers which uphold highly advanced environmental standards, thereby contributing to reducing the Company's carbon footprint throughout the entire value chain of the projects. The Company has also adapted a procedure for use of electric vehicles (or at least hybrid ones), unless no other alternative is available, and Company offices in Israel and in the USA are located in buildings with LEED Platinum and Gold standards for green construction.
    6. (v) Responsible purchases 100% of the Company'ssolar panels and turbines are purchased from suppliers with highly advanced environmental standards, including setting ambitious goals for reducing carbon footprints and reducing waste. In addition, over the course of 2024 the

Company worked to adopt a responsible purchasing policy that will be implemented and assimilated in collaboration with the Company's suppliers over the course of 2025.

  • (vi) Protecting biodiversity all of the Company's projects undergo a comprehensive survey before the start of construction, and solutions are implemented in them for the preservation of local wildlife. To date, 970 passages were built on the Company's sites intended to allow safe passage for wild animals. In addition, the Company supports biodiversity through pollination initiatives, planting local species, posting bird protection systems and more.
    1. Community & Society (S):
    2. (i) Investment in the community The Company places a great deal of importance on working for the communities where its projects are built. The Company has adopted a social project investment policy as part of its projects, as well as a general donations policy. Over the course of 2024, the Company donated as part of the framework of long-term collaborations with nonprofit organizations and associations, and through the community donation program, and in development of community infrastructure located near the operational sites. The Company's total scope of donations is at the upper standard level.
    3. (ii) Safety and security Protecting the safety of theCompany's employees and of theCompany's contract workers during their work is a fundamental value for theCompany, and theCompany places a significant emphasis on this aspect, in all 3 of its territories of operation. Over the course of 2024, no severe injuries were suffered by the Company's employees or by contract workers in its operational sites.
    4. (iii) Staff development The Company promotes staff development, along with professional training and personal growth. During the year, many hours were invested in staff training, and in particular in training on diversity and inclusion in the workplace.
    1. Governance (G): The Company, like the other member companies of Alony Hetz Group, emphasizes the implementation of proper governance, based on the values of transparency, leadership and professionalism. This approach is reflected the following:
    2. (i) Equal opportunity employment The Company works intensively to create an environment of equal opportunity in theCompany. As of the end of 2024, 43% of CompanyBoard members are women, and 44% of global management are women.
    3. (ii) Board independence 57% of Board members are independent Board members.
    4. (iii) Meeting the highest international standards The Company meets very high standards in the fields of environmental and ecological management, social impact and transparent conduct, as reflected in EBRD's policy and preconditions for investment, regarding the entities in which it invests, or to which it provides financing.

*The information included in Section 3 constitutes Forward-Looking Statements, as defined in Section 2.1 above.

4. Key data regarding Company's activities:

The Company has systems for the generation of electricity in the Photovoltaic Segment and in the Wind Energy Segment (i.e., which are connected to the power grid, and which produce and sell the electricity produced therein), as well as projects in various stages of construction, development and development.

The Company's guidance and estimates, as detailed in this Section below, regarding the operating results, costs and dates on all matters pertaining to projects under construction or in various development, constitute "forward-looking statements", as defined in Section 32a of the Securities Law - 1968, materialization of which is uncertain (hereinafter: "Forward-Looking Statements"). Such information is based on the knowledge existing in the Company or the Group as of the Report Approval Date, and it includes assessments of the Company or its intentions pertaining to the Company and/or the Group, as of the Report Date. It is hereby clarified that the actual results in respect of such information may differ significantly from those expressed or implied in such Forward-Looking Statements (in whole or in part). This is due, inter alia, to the effects of business-economic and regulatory variables, and of the general risk factors which are characteristic of the Company's activity, and which are therefore uncertain to materialize.

4.1. Principal details regarding the Company's connected systems, systems under construction, systems in pre-construction and systems in development stages, as of the Report Approval Date:

For an overview of Company operations as of the Report Approval Date, the tables below present a summary description of projects in commercial operation, under construction, in pre-construction and under development:

The figures presented in the tables are NIS in millions (unless stated otherwise), and the results are without the impact of IFRS 16 and without the impact of the amendment to IAS 23, as specified in Note 3h to the Annual Financial Statements.

projects in commercial operation

Projects whose construction has been completed, and whose generated electricity is being transmitted to the relevant power grid:

Project results for the twelve-month period ended
December 31, 2024:
(NIS in millions)
Projected Results for a Full Year of Activity in
2025
(NIS in millions)
Country Technology Capacity (MW) Revenue source Original
construction
cost
Project
finance
facility
Revenues Gross profit Project
level
FFO
Net cash flows after debt
service/payment of share of
the Tax Equity Partner in the
United States
Revenues Gross profit Net cash flows after debt
service/payment of share of
the Tax Equity Partner in the
United States
Company's
share
Israel (1) Photovoltaic 330MWp Sale to the Electric Corporation at a
fixed, CPI-linked tariff, for a period of
20-23 years after the date of
commercial operation.
1,200 1,195 156 120 96 25 161-171 124-132 34-40 100%
Israel Photovoltaic
including storage
capabilities
53MW
Including 189MWh
of storage
In accordance with power purchase
agreements with providers
327 260 7 5 5 5 32-38 25-31 25-31 100%
Poland (2,3,10) Wind 301MW Electricity - sale on the power
exchange or in accordance with fixed
price agreements. Green certificates -
sale on the exchange or in fixed price
agreements.
1,579 1,556 517 455 399 288 369-389 301-317 132-142 100%
Poland (4) Photovoltaic 13MWp Sale on the market (including fixed
price transactions) and/or CPI-linked
auction price.
34 - 3 3 3 3 4-5 3-4 3-4 100%
USA - E1 and E2
portfolios (Virginia
projects 1 and 2) (5,6,7)
Photovoltaic 224MWp Electricity - Sale at a fixed price for a
period of 12-15 years, or sale to the
electric corporation at market prices,
in parallel with a hedging transaction
for 6 and 12 years.
Green certificates - sale at a fixed price
over a period of 12-15 years.
569 312 52 40 21 4 62-68 48-54 16-22 100%
USA - E3 portfolio
(Virginia projects 3
and Pennsylvania)
(5,7,8,9)
Photovoltaic 412MWp Electricity - Sale at a fixed price for a
period of 12-15 years, or sale to the
electric corporation at market prices,
in parallel with a hedging transaction
for 6 and 12 years.
Green certificates - sale at a fixed price
over a period of 12-15 years.
1,333 1,110 121 100 46 18 135-145 108-116 15-21 100%
Total projects in commercial operation 1,333MW
189MWh Includes
Storage
5,043 4,432 856 723 569 343 763-816 609-654 225-260

Energix - Renewable Energies Ltd. (A Member of Group) 19

  • 2) The Banie 3 and Sepopol wind farms won guaranteed, CPI-linked auctions (as of the Reporting Date PLN 280-310 per 1MWh), for 15 years, in respect of electricity capacity at an average rate of approx. 65% of the expected production of electricity in each of the wind farms. For details regarding the Company's entry into the auction arrangement subsequent to the report date, see Note 10b(4)(d)(3) to the Yearly Financial Statements)
  • 3) The Banie 4 wind farm won a guaranteed, CPI-linked audition (as of the Reporting Date PLN 320-330 per 1MW), for 15 years, in respect of electricity capacity at an average rate of approximately 80% of the expected electricity production. The Company has the possibility to choose not to enter into the auction regulation, and to waive the guaranteed tariff until mid-March 2025.
  • 4) As of the Approval Date of the Report, the Lubanowo project is pending the receipt of a permanent production license. Accordance, Project expenses during the testing phase were capitalized to system cost.
  • 5) The agreement vis-à-vis the Tax Equity Partner in the United States (for additional details, see Note 10b(2)(b)b to the Annual Financial Statements) determined, inter alia, the rate of cash distribution between the Company and the Tax Equity Partner during a period of approximately 5 years, after which 95% of the cash flows will be used by the Company. In the above table, the Company's share in cash flows is presented net of the payment of the Tax Equity Partner's share.
  • 6) In Virginia Projects 2, the Tax Equity Partner's undertaking applies to 5 of the 6 projects. In the sixth project, the Company is using the tax benefits, in the amount of
  • approximately USD 10 million, for its own uses. 7) The original construction cost represents cost to third parties, including financing expenses during the construction period, tax payments in respect of profits from development and construction, less the Tax Equity Partner's investment in respect of the tax benefit (ITC).
  • 8) The data regarding the E3 portfolio assume that the Tax Equity Partner's investment will be at a rate of 40%-50%, pursuant to the IRA law. Note that the tax equity partner's investment included a total of approx. USD 60 million, which the Company believes it is entitled to receive in respect of the use of domestic content, based on approvals and the wording of the provisions which have been published by the regulator in the United States as of the Approval Date of the Report. The receipt of this amount is conditional upon the receipt of approval from the current tax equity partners for this purpose. The Company has an additional total of up to USD 20 million which it may receive in respect of the use of domestic equipment,subject to the terms of the final binding regulations on this matter, and the receipt of approval from the tax equity partners. The data which were included in the results of the E3 projects in 2024 are in respect of a full operating year. In the first quarter of 2024, most of the E3 projects were operating within the framework of the testing period. Accordingly, until they commence commercial operation, the financing expenses in respect of the project loan during the testing period were capitalized to the system's cost. FFO during the testing period therefore does not include finance expenses in respect of the project.
  • 9) The financial data are based on an exchange rate of NIS 3.6 to USD 1, and on an exchange rate of NIS 0.9 to PLN 1. Actual figures are based on the exchange rates specified in Note 2c.
  • 10) Capacity details: wind in MW; photo-voltaic in MWp; storage in MWh.

* Includes forward looking statements that are based, inter alia, on the electricity prices as of the Report Approval Date.

Projects under construction or in pre-construction:

Projects of the Company which are under construction or whose actual construction is expected to begin in the near future:

Capacity (MW)
y
Revenue source Electricity sale
tariff per
produced
1KWh (in NIS)
Projected
Project finance
construction
facility
cost
Cost Projected project results in the first full
year of operation
Countr
y
Project Technolog Projected
date of
commercial
operation
invested
as of the
Reportin
g Date
Revenues Gross
profit
Net cash flows after
debt
service/payment of
share of the Tax
Equity Partner in
the United States
Company's share
in the project
Clean
Wind
Energy (1)
Wind 104MW Sale to the Electric Corporation at a fixed, CPI
linked tariff, for 20 years after the date of
commercial operation
0.325 650-750 Up to 650 12 months
after the
resumption of
the works
540 93-101 77-83 30-34 80.5%. Share in
results and in net
cash flows - 100%
Israel Photovolta
ic projects
with
integrated
storage (8,
9)
Photovolta
ic
including
storage
capabilitie
s
58MWp
Including 158MWh
of storage
In accordance with the power purchase agreements with the
providers and sale to the customer at a CPI-linked fixed tariff, for 23
years after the date of commercial operation
310-340 Up to 260 Quarter 4 2025 226 28-32 20-24 3-5 100%
First
competitiv
e process
for ultra
high
voltage
systems
Photovolta
ic
87MWp CPI-linked tariff for 23 years 0.159 290-320 Up to 215 Quarter 4 2025 273 22-26 16-20 2-4 100%
Poland PV project
in Poland -
30MW
Photovolta
ic
30MWp Sale on the market (including fixed price transactions) and/or CPI
linked auction price
61-71 Not yet
determined
Second half of
2025
1 8-12 8-10 8-10 100%
Nowe
Czarnowo
1
Storage 48MWh storage Sale on the market (including fixed price transactions) and/or CPI-
linked auction price
50-70 Up to 45 Second half of
2025
7 15-19 12-16 8-10 100%
USA E4 (2, 3, 6,
7, 10)
project
portfolio
Photovolta
ic
210MWp Electricity - Long-term agreement for sale, at a fixed price, to the
Electric Corporation, end consumer, or according to a strategic
agreement at a market-adjusted price including a "minimum price"
protection mechanism
Green certificates - Long-term sale agreement at a fixed price or
according to a strategic agreement at a price agreed upon by the
parties in advance
500-560 Up to 425 In 2025 667 77-83 62-68 10-14 100%
E5 (2, 3, 6,
7, 10)
project
portfolio
Photovolta
ic
272MWp Electricity - Long-term agreement for sale, at a fixed price, to the
Electric Corporation, end consumer, or according to a strategic
agreement at a market-adjusted price including a "minimum price"
protection mechanism
Green certificates - Long-term sale agreement at a fixed price or
according to a strategic agreement at a price agreed upon by the
parties in advance
760-860 Up to 783 Second half of
2025
481 98-106 82-88 16-20 100%
Total under construction and
in pre-construction
761MW
Including storage
capacity of
206MWh
2,195 341 - 379 277 -
309
77 - 97

Energix - Renewable Energies Ltd. (A Member of Group) 21

  • 1) In accordance with the series of agreements which were signed between the Company and the Clean Wind Energy Project, and the revenue guidance, the Company's share of the cash flows is 100% until the redemption of all of the liabilities to the Company. After all of the liabilities towards the Company have been repaid, the distributable cash flows will be distributed to the shareholders in accordance with their respective shares. As of the Approval Date of the Report, the construction works on the project have not yet resumed. For additional information, see Note 10b(5) in Part C of the Annual Financial Statements, and section 5.4 below.
  • 2) The agreement vis-à-vis the Tax Equity Partner in the United States includes the specification of the rate of cash distribution between the Company and the Tax Equity Partner during a period of approximately 5 years, after which 95% of the cash flows are expected to be used by the Company. In the above table, the Company's share in the net cash flows are presented after the payment of the Tax Equity Partner's expected share.
  • 3) The original construction cost represents cost to third parties, including financing expenses during the construction period, tax paymentsin respect of profitsfrom development and construction, less the Tax Equity Partner's investment in respect of the tax benefit (ITC).
  • 4) Capacity details: wind in MW; photovoltaic in MWp; storage in MWh.
  • 5) The financial data are based on an exchange rate of NIS 3.6 to USD 1, and on an exchange rate of NIS 0.9 to PLN 1.
  • 6) The construction cost represents cost to third parties, including financing expenses during the construction period, tax payments in respect of profits from development and construction, less the Tax Equity Partner's investment in respect of the tax benefit (ITC).
  • 7) The data regarding the E4 and E5 portfolios are based on the assumption that the Tax Equity Partner's investment will be at a rate of 40%-50%, pursuant to the IRA. Note that as of the Report Issue Date, final regulations for the Domestic Content credit have yet to be made public. For additional details, see Section 6.5 in Part A of the Report - Description of the Corporation's Business. 8) Until the commercial operation date, the winning tariff was linked to the exchange rate and the CPI. On the winning date, the tariff was 15.6 agorot per installed 1KWp. 9) The Company's estimate regarding the projected resultsfrom these projectsis based on the power purchase agreements which have been signed, or on the Company's estimates
  • regarding the range of electricity prices which are expected for the projects, within the framework of power purchase agreements which will be signed in the future. 10) The cost which has been invested as of the Report Date is before deducting the Tax Equity Partner's investment in respect of the tax benefit (ITC), which had not yet been received as of the approval date of the report.

* Includes forward looking statements that are based, inter alia, on the electricity prices as of the Report Approval Date.

Projects in advanced development

Projects in advanced development include the portfolio of Company projects which the Company estimates can reach a financial closing or readiness for construction within the next 12 months, or projects in development which have won a guaranteed tariff.

Country Project Technology Capacity
(MW)
Revenue
source
Projected
date
of
commercial
operation
Status Projected
construction
cost
Cost
invested
as
of
the
Reporting
Date
Projected
income
in
first
year
of
full
operation
Company's
share
in
the
project
Israel Rotem
Plain
West
(1)
Photovoltaic
including
storage
capabilities
21MWp
Including
68MWh
of
storage
In
accordance
with
power
purchase
agreements
with
providers
In
2026
In
the
process
of
securing
building
permit
80-100 17 10-12 100%
Wind
projects
in
advanced
development
in
Poland
(1)
Wind 86
MW
Sale
on
the
market
(including
fixed
price
transactions)
In
2026
The
site
has
a
building
permit.
Pending
grid
connection.
495-555 6 99-109 100%
Poland PV
projects
in
advanced
development
in
Poland
(2,
5)
Photovoltaic 104
MW
Sale
on
the
market
(including
fixed
price
transactions)
In
2026
In
final
planning
stages
255-275 18 35-41 100%
Nowe
Czarnowo
2
Storage 52MWh
storage
Sale
on
the
market
(including
fixed
price
transactions)
and/or
CPI-linked
auction
price
In
2026
In
final
planning
stages
55-65 - 17-21 100%
USA Projects
under
advanced
development
in
the
USA
(1,
2)
Photovoltaic 632
MW
Electricity
-
Long-term
agreement
for
sale,
at
a
fixed
price,
to
the
Electric
Corporation
or
to
the
end
consumer,
or
sale
to
the
Electric
Corporation
at
market
prices,
in
parallel
with
a
long-
term
hedging
transaction.
Green
certificates
-
Long
term
sale
agreement
at
a
fixed
price
In
2026
In
final
planning
stages
1,680
-1,780
312 265-285 100%
Total
in
advanced development: 843
MW
Including
storage
capacity
of
121MWh
2,565
-
2,775
353 426
-
468
  • 1) The Company's estimate regarding the projected resultsfrom these projectsis based on the power purchase agreements which have been signed, or on the Company's estimates regarding the range of electricity prices which are expected for the projects, within the framework of power purchase agreements which will be signed in the future.
  • 2) Based on the assumption that the Tax Equity Partner's investment will be a rate of 40%-50%, pursuant to the IRA. Note that as of the Report Issue Date, final regulations for the Domestic Content credit have yet to be made public. The original construction cost represents cost to third parties, including financing expenses during the construction period, tax payments in respect of profits from development and construction, less the Tax Equity Partner's investment in respect of the tax benefit (ITC).

  • 3) Not including a capacity of up to 470MW for a project in Lithuania the purhcase of whihc has not yet been completed. For more information about the project, see the Company's immediate report published soon after the publication of this report.
  • 4) Capacity details: wind in MW; photo-voltaic in MWp; storage in MWh.
  • 5) The financial data are based on an exchange rate of NIS 3.6 to USD 1, and on an exchange rate of NIS 0.9 to PLN 1.

* Includes forward looking statement which is based, inter alia, on the electricity prices as of the Report Approval Date.

Projects in Development

Initiated projects include the Company's series of projects in various stages of development, which may mature into projects under construction, in which the Company has ties to the land, and in which the Company is working to obtain the permits and authorizations which are required for their construction.

Country Technology Capacity
(MW)
(1)
Israel Photovoltaic
(including
integrated
storage)
350
MWp
Storage 2,800
MWh
USA Photovoltaic 3,650
MWp
Storage 5,680
MWh
Poland Wind 630
MW
Photovoltaic 330
MWp
Storage 2,100
MWh
Total
in
photovoltaic
and
wind
projects
development
4,960
MW
Total storage
projects
in
development
10,580
MWh

1) Capacity information: wind – in MW; photovoltaic – in MWp; storage – in MWh.

* Includes Forward-Looking Information

The information presented in Section 4 above, in respect of projects under construction or in pre-construction, projects in advanced development and projects in development, features forward-looking statements, as defined above. Actual results may be materially different from those expressed or implied in such Forward-Looking Information (in whole or in part).

4.2. Development and development activity in the Photovoltaic Segment:

i. Development Activities in the Photovoltaic Segment in Israel

For details regarding the Company's development activities, see Section 4 above, section 7.1.b of Part A of this report – Description of Corporate Affairs, and Note 10b(1) and Note 15a(4) of Part C of this report – Financial Statements.

ii. Development Activities in the Photovoltaic Segment in the U.S.

For more information about Company operations in the USA, see section 4 above, section 7.1c of Part A of this report – Description of Corporate Affairs, and Note 10b(2) and Note 15a(5) of Part C of this report – Financial Statements.

iii. Development Activities in the Photovoltaic Segment in Poland

For more information about Company operations in Poland, see section 4 above, section 7.1d of Part A of this report – Description of Corporate Affairs, and Note 10b(3) and Note 15a(4) of Part C of this report – Financial Statements.

4.3. Development and development activity in the Wind Segment:

i. Development activities in the Wind Energy Segment in Israel

For details regarding the Company's activity, see Section 4 above, Section 7.2.c in Part A of the Report - Description of the Corporation's Business, and Notes 10b(4) and 15a(1)(6) in Part C of the Report - Financial Statements.

ii. Development Activities in the Wind Energy Segment in Poland

For more information about Company operations in Poland, see section 4 above, section 7.2d of Part A of this report – Description of Corporate Affairs, and Notes 10b(4) and 15a(6) of Part C of this report – Financial Statements.

4.4. Operating results and guidance as of the Report Approval Date*:

Presented below are the Company's results and guidance in respect of its owned systems, NIS millions

    1. The above guidance for 2025 and the Company's estimate of 1.1 billion revenues for a full year of operation relative to an installed capacity of 2GW+0.4GWh are forward-looking statements.
    1. The company's estimate of revenue in a full year of operation relative to an installed capacity of

2GW+0.4GWh by the end of 2025

    1. The 2025 revenue guidance includes revenues from projects in commercial operation amounting to NIS 775- 805 million, and from projects under construction: NIS 25-45 millions.
  • 4.Starting in 2025, the company will stop presenting FFO. The Project level FFO for 2024 amounted to approximately NIS 545 million.

  • In 2024, data in brackets includes the range of the guidance which was published by the Company in previous reports.

Actual results may differ materially from the results which are estimated or implied based on the above information, entirely or partially, depending on the actual scopes of production and actual electricity prices and there is no certainty that the electricity prices will remain at the price level which served as the basis for calculating the guidance.

Clarifications:

Definitions: "Project Gross Profit" = Project level EBITDA – EBITDA at the project level, meaning profit (before financing, taxes, depreciation and amortization (excluding general and administrative expenses and development); The Company's results are presented according to the Company's share in the cash flow from the projects (effective rate of cash flows, while taking into account senior shareholder's loans which the Company has given to the project entities), while neutralizing the effect of IFRS 16 - Leases.

  • A. Projected data for coming years are in accordance with the Company's guidance, as of the Report Approval Date, based, inter alia, on the following assumptions:
    • 1) Operating results are based on the Company's in commercial operation systems, and the Company's estimate regarding the commercial operation date of its systems which, as of the present date, are under construction, in pre-construction and in advanced development, and the

financing transactions with respect thereto, including cash interest expensesin respect of the bonds (Series A and B):

  • 2) Exchange rates which were used to calculate the guidance:

    - PLN 1 to NIS 0.9

  • USD 1 to NIS 3.60 B. Sensitivity analysis of Company projected results for 2025:

Different variables, mostly including weather conditions and production ability, market prices of electricity in the USA, and market prices of electricity and green certificates in Poland, as well as changes in the PLN and USD exchange rates, may have a significant impact on the Company's operating results in 2025.

Presented below is a partial sensitivity analysis in respect of these variables (each pertaining to itself only, without cross changes) which the Company made in the 2025 guidance, in light of the fixed price transactions which the Company performed (NIS in millions):

    1. Capacity:
    2. A 10% change in electricity capacity in Poland would affect Company revenues by approximately NIS 24 million.
    3. A 10% change in electricity capacity in the USA would affect Company revenues by approximately NIS 24 million.
    4. A 10% change in electricity output in Israel would affect the Company's revenues by approximately NIS 20 million.
    1. Prices:
    2. A 10% change in electricity pricesin Poland would affect Company revenues by approximately NIS 21 million.
    3. A change of 10% in the market price of green certificatesin Poland would affect the Company's revenues by approximately NIS 2 million.
    4. A 10% change in market price of electricity in the USA would affect Company revenues by approximately NIS 1.5 million.
    1. Exchange rates:
    2. A 10% change in the PLN/NIS exchange rate would affect Company revenues by approximately NIS 39 million.
    3. A 10% change in the USD/NIS exchange rate would affect Company revenues by approximately NIS 24 million.

The projected results are also sensitive to the grid connection dates of projects under construction, in pre- construction and in advanced development. These connection dates are not under the Company's exclusive control, and depend, inter alia, on the receipt of various permits and regulatory approvals.

* Includes Forward-Looking statement

4.5. Stock exchange indices

The Company's shares are listed for trading on the Tel Aviv Stock Exchange Ltd. As of the Report Approval Date, it is one of the companies on the Tel Aviv 35 Index. Additional stock exchange indices on which the Company's securities are listed include TA Cleantech, TA 125, TA 125 - Clean Climate, TA Industry, TA Sector - Balance, TA Global-Blue Tech, TA Tech-Elite, TA Technology, TA - 35 USD, TA Rimon, TA All-Share and TA - Energy Infrastructures.

4.6. Specific disclosure regarding the effects of inflation on the Company

For more information regarding the increase in the inflation rate and the trend of increasing interest rates, see Section 6.2 in Part A of the Report - Description of the Corporation's Business.

5. The Board of Directors' explanation of the Company's business situation, results of operations, shareholders' equity, cash flows and other matters:

5.1.statement of financial position

Presented below are the main items in the statement of financial position, NIS in thousands:

As
of
December
31
As
of
December
31
2024 2023
NIS
in
thousands
(Audited) (Audited)
Assets
Current
Assets
Cash
and
cash
equivalents
463,633 567,667
Dedicated
deposit
21,184 3,627
Restricted
cash
- 624,588
Trade
and
other
receivables
240,197 186,928
Green
certificates
16,656 11,798
Total
current
assets
741,670 1,394,608
Non-current
assets
Long-term
pledged
deposit
and
restricted
cash
12,463 9,037
Long-term
designated
cash
6,747 -
Right-of-use
asset
and
other
fixed
assets
643,008 529,847
Connected
electricity
generation
systems
5,674,033 5,216,735
Systems
under
construction
and
in
development
3,620,529 2,370,899
Other
receivables
239,391 87,026
Deferred
tax
assets,
net
232,606 202,726
Total
non-current
assets
10,428,777 8,416,270
Total
assets
11,170,447 9,810,878
Liabilities
and
equity
Current
Liabilities
Short-term
credit
from
financial
institutions
329,749 854,259
Current
maturities
of
long-term
loans
213,978 119,967
Current
maturities
of
lease
liabilities
33,817 28,696
Current
maturities
of
bonds
74,871 74,871
Trade
and
other
payables
1,074,040 750,399
Short-term
accrued
income
in
respect
of
agreement
with
228,112 186,380
Tax
Equity
Partner
Short-term
financial
liability
in
respect
of
agreement
47,095 34,296
with
Tax
Equity
Partner
Total
current
liabilities
2,001,662 2,048,868
Non-current
liabilities
Loans
from
financial
institutions
4,000,646 2,864,220
Bonds
and
convertible
bonds
915,681 979,852
Lease
liability
and
other
long-term
liabilities
1,154,731 856,362
Long-term
accrued
income
in
respect
of
agreement
with
550,537 474,747
Tax
Equity
Partner
and
others
Long-term
financial
liability
in
respect
of
agreement
96,989 126,388
with
Tax
Equity
Partner
Deferred
tax
liability,
net
142,040 89,287
Total
non-current
liabilities
6,860,624 5,390,856
Equity
Total
equity
attributable
to
the
owners
of
the
2,307,423 2,369,967
Company
Non-controlling
interests
738 1,187
Total
equity
2,308,161 2,371,154
Total
liabilities
and
equity
11,170,447 9,810,878

Cash and cash equivalents - as of the Reporting Date, the balance amounted to a total of approximately NIS 464 million, compared to a total of approximately NIS 568 million at the end of 2023, a decrease of approximately NIS 104 million. The decrease was mostly due to investments in construction and development of projects in the United States, Israel and Poland in the amount of approximately NIS 1,429 million, partial redemption of bonds, long-term loans from banking institutions and from the tax equity partner, and hedge instruments in the amount of approximately NIS 465 million, redemption of short-term loans, net, in the amount of approximately NIS 525 million, and a dividend which was paid to Company shareholders in the amount of approximately NIS 330 million. This decrease was offset by cash inflows derived for the Company from its operating activities in the amount of approximately NIS 338 million, from the use of restricted cash in the amount of approximately NIS 636 million, the receipt of long-term loans in the amount of approximately NIS 1.4 billion in the United States, Poland and Israel, and investments of the tax equity partner in the amount of approximately NIS 351 million.

Intended deposit – as of the Reporting Date, the balance amounted to a total of approximately NIS 21 million, compared to a total of approximately NIS 4 million as of the end of 2023, an increase of NIS 17 million. The increase derives from designing funds received within the framework of the investment of the tax equity partner in E3 projects in the United States.

Restricted cash - the balance of short-term restricted cash was in respect of cash which was received from the tax equity partner in the E3 portfolio of projects. During the Reporting Period, the restricted cash was used to repay the construction loan for the E3 portfolio of projects. See also Note 5.

Trade and other receivables - as of the Reporting Date, the balance amounted to a total of approximately NIS 240 million, compared to a total of approximately NIS 187 million as of the end of 2023, an increase of approximately NIS 53 million. The increase was mostly due to the connection of projects in the United States during the Reporting Period, and changes in working capital and in VAT balances.

Green certificates - As of the Reporting Date, the balance amounted to a total of approximately NIS 17 million, compared to a total of approximately NIS 12 million at the end of 2023, an increase of NIS 5 million. The increase was due to the production of certificates in projects in the United States which were connected during the Reporting Period, after deducting the certificates which were sold, in the amount of approximately NIS 1 million, and the routine production of green certificates in Poland, after offsetting the decrease in inventory due to the decline in the prices of green certificates as of the Reporting Date.

Connected electricity generation systems - As of the Reporting Date, the balance amounted to a total of approximately NIS 5,674 million, compared to a balance of approximately NIS 5,217 million as of the end of 2023, an increase of approximately NIS 457 million. The increase was mostly due to the commercial operation of projects in the United States and Israel, which was offset by current depreciation in the amount of approximately NIS 198 million.

Systems under construction and development - As of the Reporting Date, the balance amounted to a total of approximately NIS 3,621 million, compared to a total of approximately NIS 2,371 million as of the end of 2023, an increase of approximately NIS 1,250 million. The increase was due to the classification of connected systems of projects in the United States and in Israel which commenced commercial operation, after deducting investments in the development and construction of projects in the United States, Poland and Israel. For more information see Note 10 in Part C of the Report – Financial Statements.

Other receivables - As of the Reporting Date, the balance amounted to a total of approximately NIS 239 million, versus a balance of approximately NIS 87 million at the end of 2023, an increase of approximately NIS 152 million. The increase was mostly due to the increase in value of electricity hedging transactions in the United States.

Right-of-use asset and other fixed assets - As of the Reporting Date, the balance amounted to a total of approximately NIS 643 million, compared to a total of approximately NIS 530 million as of the end of 2023, an increase of approximately NIS 113 million. The increase is largely due to the creation of usage right assets for projects that have begun construction in the United States and Israel.

Short-term credit from financial institutions - As of the Reporting Date, the balance amounted to a total of approximately NIS 330 million, compared to a balance of approximately NIS 854 million at the end of 2023. The decrease was due to the redemption of a construction loan for the E3 portfolio of projects in the United States, through the tax equity partner's investment, in the amount of approximately NIS 660 million, against the withdrawal of short-term loans in Israel in the amount of approximately NIS 140 million.

Trade and other payables - As of the Reporting Date, the balance amounted to a total of approximately NIS 1,074 million, compared to a total of approximately NIS 750 million as of the end of 2023, an increase of approximately NIS 324 million. The increase was mostly due to the increase in liabilities to equipment suppliers and construction contractors in projects under construction, in pre-construction and in advanced stages of development in the United States, after offsetting the decrease in the tax provision due to tax payments in respect of construction profits in the United States. For further details, see Note 12 to the Financial Statements.

Liability in respect of agreement with Tax Equity Partner (short-term and long-term) – As of the Reporting Date, the balance amounted to a total of approximately NIS 922 million, compared to a balance of approximately NIS 822 million at the end of 2023, growth in the amount of approximately NIS 100 million. The increase was due to the tax equity partner's investment in E3 projects in the second quarter, after offsetting current redemptions (mostly through tax benefits) and the liability to the Tax Equity Partner in respect of Virginia Projects 1 and 2, and projects E3. For more information see Note 10b(2)(b) to the financial statements.

Loans from financial institutions and current maturities of loans – As of the Report Date, the balance amounted to NIS 4,215 million, compared to NIS 2,984 million at the end of 2023, an increase of NIS 1,231 million.

The increase was mostly due to withdrawals made from a project financing framework in respect of the Banie 1+2 and Iława projects in Poland in the amount of approximately PLN 830 million (some NIS 780 million), from withdrawals made from a project financing framework in E4 projects in the United States to the sum of USD 91 million (approximately NIS 337 million) and from withdrawals from photovoltaic projects with integrated storage in Israel and the Julis ultra-high voltage project, after offsetting the current principal payments of the loans.

Bonds and convertible bonds - As of the Reporting Date, the balance amounted to a total of approximately NIS 991 million, compared to a balance of approximately NIS 1,055 million as of the end of 2023, a decrease of approximately NIS 64 million. The decrease was mostly due to the repayment of the principal of the bonds (Series A). For additional information, see Note 14d(5) to the Financial Statements.

Lease liability and other long-term liabilities - As of the Reporting Date, the balance amounted to a total of approximately NIS 1,155 million, compared to a total balance of approximately NIS 856 million at the end of 2023, an increase of approximately NIS 299 million.

The increase is mostly due to the increase in the lease liability and the decommissioning liability due to the construction of new projects in the United States, and an increase in the value of financial liabilities and deferred income in respect of electricity hedging transactions in the United States to the sum of approx. NIS 149 million, after offsetting a change in liabilities for success fees in respect of projects in development in the United States to the net sum of approx. NIS 8 million.

Equity – As of the Report Date, shareholder equity attributable to equity holders of the Company amounted to NIS 2,307 million, compared with NIS 2,370 million as of December 31, 2023. The change in equity was mostly due to profit attributed to the Company's owners amounting to NIS 337 million, a decrease in capital reserves from translation differences (including hedging of investment in foreign operations) and in capital reserves from cash flow hedging amounting to NIS 72 million, as well as a dividend payment amounting to NIS 330 million, and recognition of a contingent liability in respect of success fees in acquisition of all of the Tax Equity Partner's interest in the USA Joint Venture.

5.2. Operating results:

Below are operating results for the year ended December 31 2024 and for the fourth quarter of 2024 regarding the corresponding period of 2023, while attributing the relevant part of the revenues from the from the cancellation of unwinding transactions recognized in the first quarter of 2023 for the fourth quarter of 2023:

For the Twelve-Month
Period Ended December
31
Change from
Cor
responding period
For the Thr
Period Ended
December 31
ee-Month Change from
Cor
responding Quar
ter
2024 2023 2024 2023
NIS in thousands NIS in
thousands
% NIS in thousands NIS in
thousands
%
(Unaudited) (Unaudited)
Revenues
Revenues from the sale of electricity
788,678 454,316 334,362 74% 198,132 112,437 5,695
8
6%
7
Profit from the production of Green
Certificates
67,532 73,638 (6,106) 8%- 12,452 4,334
2
11,882)
(
9%-
4
Other revenues, including from
establishing and cancelling price fixing
transactions for the period
41,418 153,952 (112,534) 73%- 22,614 4,589
4
21,975)
(
49%-
Total revenues 897,628 681,906 215,722 32% 233,198 81,360
1
51,838 29%
Expenses
Operational expenses
Impairment of Green Certificates
112,709
5,789
81,767
12,153
30,942
(6,363)
38%
-52%
33,176
1,204
24,083
3,281
9,093
(2,077)
11%
-17%
Payroll, HQ and others 135,092 91,563 43,528 48% 40,119 23,475 16,644 18%
Development and construction 18,105 16,882 1,224 7%
expenses (13,381) 9,757 (23,138) -137%
271,695 202,365 69,331 34% 61,118 60,596 522 0%
Profit before financing, taxes,
depreciation and amortization
(EBITDA)
625,933 479,541 146,391 31% 172,079 120,764 51,316 42%
Depreciation and amortization (221, 830) (152,753) (69,077) 45% (65,895) (38,526) (27,369) 71%
Profit before financing and taxes 404,103 326,788 77,314 24% 106,184 82,238 23,947 29%
Financing expenses, net (209,662) (73,590) (136,073) 185% (49,634) (20,869) (28,765) 138%
Profit after financing, net 194,441 253,198 (58,759) 23%- 56,550 61,369 (4,818) 8%-
Taxes on income
Tax revenues from tax equity partner
(70,267)
213,834
(64,583)
69,452
(5,683)
144,382
9%
208%
(11,603)
65,445
(14,426)
17,702
2,823
47,743
20%-
270%
Profit for the period 338,008 258,067 79,940 31% 110,393 64,645 45,748 71%
Profit for the period attributed to the
Company's owners
Profit (loss) for the period attributed to
337,846 258,257 79,590 31% 110,316 64,400 45,916 71%
non-controlling interests 162 (188) 350 186%- 77 245 (168) 69% -
Total profit for the period 338,008 258,068 79,940 31% 110,393 64,645 45,748 71%

The following are key operating results in thousands of NIS (including quarterly distribution in 2024):

For the Year Ended December
31
Q4 Q3 Q2 Q1 Q4
2024 2023 2022 2024 2023
NIS in thousands NIS in thousands
(Audited) (Unaudited)
Revenues
Revenues from the sale of
electricity
Revenues from the
production of green
788,678 454,316 446,326 198,132 193,816 196,359 200,371 112,437
certificates 67,532 73,638 56,084 12,452 15,744 17,159 22,177 24,334
Other revenues, net 41,418 153,952 24,915 22,614 6,832 4,040 7,932 (453)
897,628 681,906 527,325 233,198 216,392 217,558 230,480 136,318
Expenses
Operating expenses
Development, construction
and other expenses
Payroll, headquarters and
118,499
18,105
93,920
16,881
54,688
1,453
34,380
(13,381)
31,742
14,383
26,668
5,831
25,709
11,272
27,364
9,757
other 135,091 91,564 65,265 40,119 39,327 28,661 26,984 23,475
271,695 202,365 121,406 61,118 85,452 61,160 63,965 60,596
Profit before financing,
taxes, depreciation and
amortization (EBITDA)
Capital gains from sale of
investee partnership
Depreciation and
amortization
625,933
-
(221,830)
479,541
-
(152,753)
405,919
18,098
(105,797)
172,080
-
(65,895)
130,940
-
(60,159)
156,398
-
(54,145)
166,515
-
(41,631)
75,722
-
(38,526)
Profit before financing
and taxes
404,103 326,788 318,220 106,185 70,781 102,253 124,884 37,196
Financing expenses, net (209,663) (73,589) (82,359) (49,635) (57,584) (60,813) (41,631) (20,869)
Profit before taxes on
income
Taxes on income
Tax income from the Tax
Equity Partner
194,440
(70,266)
213,834
253,199
(64,583)
69,452
235,861
(57,766)
57,815
56,550
(11,602)
65,445
13,197
(17,310)
65,814
41,440
(20,696)
65,105
83,253
(20,658)
17,470
16,327
(5,868)
17,702
Profit for the period 338,008 258,068 235,910 110,393 61,701 85,849 80,065 28,161
Profit for the period
attributed to Company
shareholders
Profit (loss) for the year
attributable to non-
337,787 258,257 236,690 110,334 61,624 86,343 79,486 28,247
controlling interests 221 (189) (780) 59 77 (494) 579 (86)
Total profit for the period 338,008 258,068 235,910 110,393 141,766 85,849 80,065 28,161
5.3.
Additional
data

For the Year Ended December 31 2024 2023 2022 Data regarding earnings per share (*) Income per share 1.63 1.24 1.00 Profit before financing, taxes, depreciation and amortization (EBITDA) 1.14 0.87 0.77 FFO per share 0.64 0.66 0.58 Profit per share - basic 0.61 0.47 0.25

Energix - Renewable Energies Ltd. (A Member of Group) 33

5.4. Key explanations for operating results

The Company's revenues from the sale of the electricity, from the production of green certificates, and from other revenues, amounted during the Reporting Period to approximately NIS 897 million, compared to total revenues of approximately NIS 682 million in the corresponding period last year, an increase in the amount of approximately NIS 216 million.

The following is a diagram specifying the main changes in revenue during the Reported Period, relative to the corresponding period last year:

In the fourth quarter of 2024 (hereinafter: the "Fourth Quarter"), Company's revenues from sale of electricity, from production of green certificates, and from other revenues amounted to NIS 233 million, against NIS 136 million in the corresponding quarter last year (without attributing the other revenues recorded in the first quarter of 2023, attributed to the fourth quarter of 2023).

Presented below is a diagram specifying the main changes in revenue during the fourth quarter, relative to the corresponding quarter last year:

Operating expenses - Operating expenses during the Reporting Period amounted to a total of approximately NIS 119 million, compared to a total of approximately NIS 94 million in the corresponding period last year, an increase of approximately NIS 25 million.

Operating expenses in the Fourth Quarter amounted to NIS 34 million, compared to NIS 27 million in the corresponding quarter last year, an increase of NIS 7 million.

The increase was mostly due to recognizing operating expenses from a project in Poland which had not yet commenced commercial operation, and the increase in operating expenses in respect of E3 projects in the United States which commenced commercial operation at the beginning of the second quarter of 2024.

Payroll, headquarters and other expenses - Payroll, headquarters and other expenses during the Reporting Period amounted to a total of approximately NIS 135 million, compared to a total of approximately NIS 92 million in the corresponding period last year, an increase of approximately NIS 44 million.

Payroll, headquarters and other expenses in the Fourth Quarter amounted to NIS 40 million, compared to NIS 23 million in the corresponding quarter last year, an increase of NIS 17 million.

The increase in payroll and HQ expenses was due to the growth of the Group's workforce, in light of the increase in the scopes of activity, the increase in professional consulting costs, and the increase in share-based payment expenses due to the approval of new medium and long-term options for employees.

Development, construction and other expenses - development, construction and other expenses during the Reporting Period amounted to a total of approximately NIS 18 million, compared to a total of approximately NIS 17 million in the corresponding period last year, an NIS 1 million increase.

Development, construction and other expenses in the fourth quarter amounted to a total of approximately NIS 14 million in decrease expenses, compared to a total expense of NIS 10 million in the corresponding quarter last year, a decrease of approximately NIS 24 million.

The decrease in development, construction and other expenses derives from an update of the conditional commitment to pay success fees recorded in connection with the purchase of the rights of the local partner in the US joint venture, and following the Company's estimates that some of the projects purchased will not reach commercial operation, with an offset deriving from the recording of the Clean Wind Energy project to gain/loss in lieu of project costs, in light of the delay in construction works as a result of the security situation, from the recording of development costs for projects in initial stages of development and from recognizing outside construction costs in Israel.

Depreciation and amortization - Depreciation expenses during the Reported Period amounted to NIS 222 million, compared to NIS 153 million in the corresponding period last year, an NIS 69 million increase.

Depreciation expensesin the Fourth Quarter amounted to NIS 66 million, compared to NIS 39 million in the corresponding period last year, an NIS 27 million increase.

The increase was mostly due to the recording of depreciation expensesfrom E3 projectsin the United States that commenced commercial operation at the beginning of the second quarter of 2024, and a project in Poland that had not yet fully commenced commercial operation in the corresponding period last year.

Net financing expenses - Net financing expenses in the Reporting Period amounted to a total of approximately NIS 210 million, compared to a total of approximately NIS 74 million in the corresponding period last year, an NIS 136 million increase.

The increase in net financing expenses was mostly due to the withdrawal of long and short-term loans during the quarter, and the impact of the CPI's increase in Israel at a rate of 3.4%, compared to the CPI's increase of 3.3% in the corresponding period last year, after offsetting financing income from deposits during the Reporting Period.

Net financing expenses in the fourth quarter of 2024 amounted to a total of approximately NIS 50 million, relative to a total of approximately NIS 21 million in the corresponding quarter, an increase of approximately NIS 29 million. The increase in net financing expenses was mostly due to the withdrawal of long-term and short-term loans during the quarter, and the impact of the CPI'sincrease in Israel which dropped in the fourth quarter at a rate decrease of the CPI of 0.09%, compared to the CPI's increase of 0.1% in the corresponding period last year, after offsetting financing income from deposits during the Reporting Period.

Regarding the impact of the CPI's increase on the Company's results – it is hereby made clear that the projects which are subject to the CPI-linked loans in Israel are at fixed tariffs and are CPI-linked (natural hedging); however, in accordance with accounting principles, the "revaluation" of the future cash flows from the project is not recognized in the Financial Statements, while the linkage of the loan principal is carried immediately against financing expenses.

Taxes on income – during the Reported Period, the Company recognized tax expenses amounting to NIS 70 million, compared to NIS 65 million in the corresponding period last year, an NIS 5 million increase.

Tax on income expenses in the fourth quarter amounted to a total of approximately NIS 12 million, compared to a total of approximately NIS 6 million in the corresponding quarter last year, an increase of approximately NIS 6 million.

Tax revenues from Tax Equity Partner – revenues from the Tax Equity Partner during the Reported Period amounted to NIS 214 million, compared to NIS 69 million in the corresponding period last year, an NIS 145 million increase.

Tax revenues from the Tax Equity Partner in the Fourth Quarter amounted to NIS 65 million, compared to NIS 18 million in the corresponding period last year, an NIS 47 million increase.

The increase in the tax equity partner's income was due to the tax equity partner's investment in the E3 portfolio of projects, and their commercial operation at the beginning of the second quarter of 2024.

Net profit attributable to equity holders – during the Reported Period, the Company recognized net profit attributable to equity holdersin the amount of NIS 338 million, compared to NIS 258 million in the corresponding period of last year, an increase by NIS 80 million.

Net profit attributable to owners in the fourth quarter amounted to a total of approximately NIS 110 million, compared to profit of approximately NIS 28 million in the corresponding period last year, an increase of approximately NIS 82 million.

5.5. Cash Flows, Liquidity and Financing Sources

Cash Flow

During the Reporting Period, the Group's balance of cash and cash equivalents decreased to the amount of approximately NIS 104 million. The decrease was mostly due to investments in project construction and development, partial redemptions of bonds and long and short-term loans, redemption of financial instruments, and a dividend which was paid toCompany shareholders, after offsetting the receipt of longterm loans, the receipt of investment from the tax equity partner, and cash inflows that arose from the Company's operating activities.

The following table summarizes the sources and uses:

For the Year Ended December 31
2024 2023 2022
NIS in millions
(Audited)
Current operations 338 506 285
Sources
Long-term loan received from financial institutions 1,423 1,686 250
Receipt of short-term loans from banking -
corporations, net - 926
Repayment of loan from third party - - 14
Decrease in pledged deposit and restricted cash 636 49 -
Proceeds from the issue of shares - - 674
Capital injection by non-
controlling interests in
consolidated companies
Receipt of loan from Tax Equity
Partner 351 663 -
Proceeds from the exercise of options to shares 16 1 29
Settlement of financial instruments - - 18
Consideration from sale of associate partnership - - 25
2,426 3,325 1,010
Uses
Investment in electricity generation systems (1,429) (2,279) (1,131)
Redemption of short-term loans from banking
corporations, net (525) - -
Decrease (increase) in pledged deposit and restricted
cash, net - (625) (9)
Settlement of financial
instruments
Redemption of long-term loans from financial
(141) (233) -
institutions (212) (180) (75)
Redemption of principal in respect of lease liability (20) (20) (12)
Redemption of bond principal (74) (74) (74)
Credit raising costs (52) (64) (14)
Investment in other fixed assets (10) (12) (4)
Transaction with non-controlling
interests (19) (24) (3)
Redemption of loan from Tax
Equity Partner (37) (12) -
Dividend paid to Company shareholders (330) (252) (107)
(2,849) (3,775) (1,429)
Total surplus of sources over uses (85) 56 (134)
Balance of cash and cash equivalents at beginning of
period
568 465 575
Balance of dedicated deposit at the
beginning of the period 4 34 30
Effect of exchange rate fluctuations on cash and cash
equivalents 5 17 28
Balance of cash and cash equivalents at end of period 464 568 465
Balance of dedicated deposit at the end of the period 28 4 34

Cash, cash equivalents and credit facilities

As of the Reporting Date, the Company's balance of cash and cash equivalents amounted to a total of approximately NIS 464 million, compared to a total of approximately NIS 567 million as of December 31 2023. The Company also has a total of approximately NIS 12 million, which mostly includes debtservice reserve funds to secure the redemption of the Group's loans, designated short-term and long-term depositsin the amount of approximately NIS 28 million, which are designated for use in accordance with the terms which were specified in the agreement with the tax equity partner in Virginia Projects 2, and in the agreement with the tax equity partner in E3 projects in the United States.

Sources of Finance

  • 5.5.1 As of the Approval Date of the Report, the Company's activity is financed by the cash flows which arise for it from projectsin commercial operation, its available cash balances, the exercise ofshare options and withdrawalsthat were made in the framework of project finance transactions to which the Company is party.
  • 5.5.2 Management of debt structure The Company is working to maintain an efficient and adequate leverage ratio which takes into account the interests of both the financial creditors and the Company's shareholders. The Company also strives to create an adequate balance between unsecured debt raisings on the corporate level, the raising of non-recourse project loans on the level of the project companies and maintaining bank credit facilities which are available for use at all times.
  • 5.5.3 The Company's gross financial debt as of the Reporting Date, excluding short-term credit, amounts to a total of approximately NIS 5.205 billion. The total average lifetime of the debt is approximately 6.76 years.
  • 5.5.4 The Company has credit facilities from financial institutions that are used for the provision of guarantees and short-term loans. As of the Reporting Date, the Company has monetary credit facilities and frameworksfor implementation guaranteesto the amount of approximately NIS 1.5 billion. Out of the total credit facilities, the used facilities amount to approximately NIS 950 million, which are used for implementation guarantees, monetary guarantees and short-term loans.
  • 5.5.5 During the Reporting Period, the Company increased the credit facilities in the amount of approximately NIS 1 billion, of which approximately PLN 90 million (approximately NIS 81 million) were signed with a banking corporation in Poland, approximately USD 80 million (approximately NIS 300 million) with banking corporations in the United States, and the others with banking corporations and financial institutions in Israel.
  • 5.5.6 During the Reporting Period, the Company took out a short-term loan from a Polish bank in the amount of approximately USD 75 million, which was repaid during the third quarter out of the funds of the project finance which was received in the financing transaction in respect of the wind farms Banie 1+2 and Iława.
  • 5.5.7 For more information about project financing facilities available to the Company as of the Report Approval Date, see below:

Facilities
available for
Project addressed Estimated immediate
Country in the financing Status total withdrawal See Note
Up to NIS 350
million (of
14 to the
Financial
which Statements
Systems in approximately
competitive NIS 344 million
Israel processes 3 and 4 Signed has been used)
Up to NIS 650 14 to the
million (of Financial
which Statements
approximately
NIS 18 million
Israel Clean wind energy Signed has been used)
Up to NIS 215
million (of
14 to the
Financial
which Statements
approximately
Julis ultra-high NIS 203 million
Israel voltage project Signed has been used)
Approximately 14 to the
Up to NIS 400 NIS 90 million Financial
million (of (amount Statements
Photo-voltaic which withdrawn as of
projects including approximately the publication
Israel storage capabilities
(81MWp+298MWh)
Signed NIS 262 million
has been used)
date of the
report)
Photo-voltaic Signed 14 to the
projects including Memorandum Financial
storage capabilities of Up to NIS 100 Statements
Israel (30MWp+48MWh) Understandings million
Up to USD 70
million (of
which,
Operational projects approximately 14 to the
in Virginia USD 65 million Financial
USA (224MWp) Signed has been used)
Up to USD 225
Statements
Projects under million (of
construction and which
approaching approximately 14 to the
construction – E4 USD 95 million Financial
USA (210MWp) Signed has been used) Statements
  • 5.5.8 During the Reporting Period, an additional total of approximately PLN 830 million (approximately NIS 780 million) was withdrawn, as project finance for the wind farms Banie 1+2 and Iława, with a total capacity of approximately 119MW. The financing sum was used by the Company to repay a loan in the amount of approximately PLN 300 million, and for the repayment of equity which wasinvested in the wind farms, which will serve to finance the Group's operating activities. For further details, see Note 14(c) to the Consolidated Financial Statements.
  • 5.5.9 The Company has a shelf prospectus which allows the Company to raise funds from the public, insofar as funds may be required in order to finance its operations, which is in effect until May 2025.
  • 5.5.10 For more information regarding the Company's financing sources, including loans, bonds and capital raising,see Note 14 in Part C of the Report - Financial Statements, and Appendix E below.

Pledged Assets

For more information regarding liens and guarantees furnished by the Company as of the Report Date and the date of approval of the Financial Statements, see Note 30 in Part C of the Report - Financial Statements.

Reference to warning signs

Pursuant to Regulation 10(b)(14) of the Periodic and Immediate Report Regulations, the Company has a working capital shortfall during the twelve-month period on the consolidated and separate financial statements. The Company's Board of Directors has determined that this does not indicate liquidity problems, in consideration of, inter alia, the Company's cash balances, withdrawable cash balances in projects in commercial operation, unused credit facilities, and project finance facilities, compared to the Company's current expenses and cash requirements, as well as sources and contractual mechanisms which the Company expects to use to repay short-term loans within the framework of long-term agreements which the Company has signed.

For additional information regarding company's credit facilities, financing sources and cash balance,see Note 14 and Note 30 in Part C of the Report - Financial Statements.

Part B - Exposure to Market Risks and Management Thereof

The Company's Chief Risk Officer is Mr. Asa Levinger, the Company's CEO. For more information regarding the Chief Risk Officer, see Regulation 26 in Part D of the Report - Additional Details.

5.6 Description of the Market Risks to which the Corporation is Exposed

For details regarding the exposures to changes in the index, exchange rates, interest rates, tariff per KWh in connection with electricity which is sold to the Israel Electric Corporation, and changes in the prices of electricity and green certificates in Poland, see Section 32 of Part A of this report – Description of Corporate Affairs, and Section 31 in Part C of this report – Financial Statements.

5.7 The Company's policy regarding the management of market risks

The Company's risk management focuses on actions to reduce to a minimum the possible exposures affecting the Company's financial soundness (including equity) and financial performance. Risk management is mostly performed by the Company's CEO and CFO, as an integral part of the Company's operating activities. As part of the overall risk management of the Company, the Company's Board of Directors has determined that the CEO of the Company will regularly report to the Chairman of the Board of Directors on the existing level of exposure.

In the event of extraordinary developments in the currency and interest markets, they review the data and occasionally the modes of operation in the derivatives market is reviewed in order to hedge interest rate and foreign currency risks. On all matters pertaining to the Company's exposure to foreign currency, the Company's Board of Directors has adopted a management policy for managing foreign currency exposures, according to which the Company's exposure to a single currency may not exceed 20% of the Company's total equity. In respect of other exposures, no quantitative restrictions were established, and the Company's Board of Directors receives a quarterly report from Company management regarding the developments in this segment, if any.

For more information regarding the implementation of the market risk management policy which was adopted by the Board of Directors, see Note 31b in Part C of the Report - Financial Statements.

5.8 Linkage Basis Report

See Appendix Abelow for a linkage bases report as of December 31, 2024 and December 31, 2023.

5.9 Sensitivity Tests

See Appendix B below for sensitivity tables for sensitive instruments according to changes in market factors as of December 31, 2024.

5.10 The Corporation's Liabilities by Maturity

For information about Company liabilities by maturity, see immediate report regarding liabilities, issued concurrently with this report, included herein by way of reference.

Part C – Corporate Governance Aspects and Updates Concerning Company Operations

1. Directors having accounting and financial expertise

As of the Report Approval Date, the Company's Board of Directors includes seven directors, of whom two are external directors, as well as two independent directors, as this term is defined in the Companies Law (in total, four independent directors). The Company has chosen not to adopt, in its articles of association, a provision regarding the number of independent directors. Seven Board members have accounting and financial expertise, whereas the minimum is two, as determined by the Company Board of Directors pursuant to Section 92(a)(12) of the Corporate Act, considering the Company type, size and the scope and complexity of its operations.

For more information regarding the Board members, see Regulation 26 in Part D of the Report - Additional Details.

2. The Company's Internal Auditor- For details regarding the Company's Internal Auditor, see Appendix C.

3. The Company's Independent Auditor

The Company's Independent Auditor is Brightman Almagor Zohar & Co. (Deloitte Israel).

Presented below is information regarding the salary paid for audit services, and for services associated with audit and tax services, in 2023 and 2024:

2024 2023
Services Audit
and
tax
services
Other
services
Audit
and
tax
services
Other
services
Brightman
Almagor
Zohar
&
Co.
(Deloitte)
Israel
Professional
fees,
NIS
in
thousands
850 365 850 95
Deloitte Poland
Professional
fees,
EUR
in
thousands
180 - 100 -
Deloitte
USA
Professional
fees,
USD
in
thousands
310 - 285 -

At a meeting held on December 26, 2024, the Company Board of Directors, following the approval of the Balance Sheet Committee from November 11, 2024, approved the Independent Auditor's fees for 2024-2025. Subsequently, at a meeting held on December 9, 2024, the Company's Audit Committee was satisfied that the Independent Auditor'sscope of work and fees were appropriate for conducting a proper audit and review of the Financial Statements in the Reported Period.

4. Administrative Enforcement Plan

The Company has an internal enforcement program in respect of securities, in accordance with the criteria for effective enforcement programs which were published by the Israel Securities Authority on August 15, 2011. The Company updates the administrative enforcement plan, as needed.

5. Charitable Donations

The Company has adopted policy on charitable donations, adjusted for its core business operations and the values by which the Company operates: society-environment-community (Triple Win methodology), in order to bring about significant change that can be assessed and measured, and to ensure that activity in the community is alongside the Company's business operations. The Company's annual budget for charitable donations is set at a percentage of its current pre-tax income. In the Reported Period, charitable donations by the Company amounted to NIS 3,089,000.

To the best of the Company's knowledge, and according to an evaluation which it conducted, there are no ties between entities which received total donations in 2024 in an amount exceeding NIS 50,000, and the Company, or its CEO, or any of its directors, controlling shareholders, or any of their relatives.

6. Additional Information and Events Subsequent to the Reporting Date

For information regarding events subsequent to the date of the report, see Sections 3.1 and 4.1 above, as well as Notes 19, 14, 16, 25, 26 and 32 in Part C of the Report - Financial Statements.

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

March 2 2025 Approval Date of the Yearly Financial Statements

Nathan Hetz Chairman of Board of Directors

Asa Levinger CEO

Appendices to the Boar d of Dir ectors' Repor t concerning the state of the Company's affair s:

Appendix A – Linkage Bases Report for Monetary Balances.

Appendix B – Sensitivity Tables for Sensitive Instruments as of December 31 2024, According to Changes in Market Factors.

  • Appendix C Information Regarding the Internal Auditor
  • Appendix D – Details Regarding Obligatory Notes Issued by the Company
  • Appendix E – Rating Reports

Appendix A – Linkage Bases Report for Monetary Balances

As of December 31, 2024

Non-financial
In Unlinked CPI- assets
EUR In PLN In USD NIS linked NIS (liabilities) Total
Current Assets NIS in thousands
Cash and cash equivalents 733 149,463 221,711 91,726 - - 463,633
Dedicated deposit - 21,184 - - - 21,184
Trade receivables - 41,459 13,193 36,655 - - 91,307
Green certificates - - 908 - - 15,748 16,656
Receivables and debit balances - 27,891 3,888 2,924 3 62,276 96,982
Hedging financial instruments - 21,910 29,998 - - - 51,908
733 240,723 290,882 131,305 3 78,024 741,670
Non-current assets
Long-term restricted cash - 2,706 - 9,757 - - 12,463
Long-term designated cash - - 6,747 - - - 6,747
Right-of-use asset - - - - - 617,966 617,966
Connected electricity generation systems - - - - - 5,674,033 5,674,033
Systems under construction and inventory - - - - - 3,620,529 3,620,529
Fixed assets - - - - - 25,042 25,042
Other receivables - - 1,162 72 8,978 42,820 53,032
Hedging financial instruments - 48,989 137,370 - - - 186,359
Deferred taxes, net - - - - - 232,606 232,606
- 51,695 145,279 9,829 8,978 10,212,996 10,428,777
Total assets 733 292,418 436,161 141,134 8,981 10,291,020 11,170,447
Current Liabilities
Short-term credit from financial institutions - - - 311,496 18,253 - 329,749
Current maturities of long-term loans - 88,367 56,540 211 68,860 - 213,978
Current maturities of lease liabilities - 9,739 13,793 - 10,285 - 33,817
Trade and other payables 5,306 69,272 853,758 47,272 - 62,904 1,038,512
Short-term liability in respect of agreement
with Tax Equity Partner - - 47,095 - - 228,112 275,207
Bonds - current maturity
Hedging financial instruments
- - - 74,871 - - 74,871
- 9,391 26,137 - - - 35,528
5,306 176,769 997,323 433,850 97,398 291,016 2,001,662
Non-current liabilities
Liabilities for employee severance benefits - - - - - 1,512 1,512
Loans from financial institutions - 1,241,159 1,476,375 136,143 1,229,567 (82,598) 4,000,646
Bonds - - - 375,494 - (2,934) 372,560
Convertible bonds - - - 544,951 - (1,830) 543,121
Long-term liability in respect of agreement
with Tax Equity Partner - - 96,989 - - 549,025 646,014
Lease liability - 132,109 247,296 4,377 219,639 - 603,421
Other long-term liabilities - - - 9,014 - 336,147 345,161
Hedging financial instruments - - 206,149 - - - 206,149
Deferred taxes - - - - - 142,040 142,040
- 1,373,268 2,026,809 1,069,979 1,449,206 941,362 6,860,624
Total liabilities 5,306 1,550,037 3,024,132 1,503,829 1,546,604 1,232,378 8,862,286
Total surplus of assets over liabilities (4,573) (1,257,619) (2,587,971) (1,362,695) (1,537,623) 9,058,642 2,308,161
Financial derivatives - (320,199) (1,613,433) 1,933,632 - - -
Surplus of financial assets over financial
liabilities (financial liabilities over
financial assets)
(4,573) (1,577,818) (4,201,404) 570,937 (1,537,623) 9,058,642 2,308,161
Distribution of non-monetary assets
(liabilities), net - by linkage bases (5,516) 1,584,688 4,687,482 2,588,787 203,201 (9,058,642) -
Surplus of assets over liabilities (liabilities
over assets)
(10,089) 6,870 486,078 3,159,724 (1,334,422) - 2,308,161

December 31, 2023

In
EUR
In PLN In USD Unlinked
NIS
CPI-linked
NIS
Non-financial
assets (liabilities)
Total
NIS in thousands
Current Assets
Cash and cash equivalents 4,357 90,915 394,904 77,491 - - 567,667
Dedicated deposit - 3,627 - - - 3,627
Restricted cash - 624,588 - 624,588
Trade receivables - 60,805 3,885 13,777 - - 78,467
Green certificates - - 419 - - 11,379 11,798
Receivables and debit balances - 10,111 5,878 10,072 - 43,092 69,153
Hedging financial instruments - 20,167 19,141 - - - 39,308
4,357 181,998 1,052,442 101,340 - 54,471 1,394,608
Non-current assets
Long-term restricted cash - 122 - 8,915 - - 9,037
Right-of-use asset - - - - - 511,443 511,443
Connected electricity generation systems - - - - - 5,216,735 5,216,735
Systems under construction and inventory - - - - - 2,370,899 2,370,899
Fixed assets - - - - - 18,404 18,404
Other receivables - 48 4,428 1,261 8,759 26,982 41,478
Hedging financial instruments - 45,017 531 - - - 45,548
Deferred taxes, net - - - - - 202,726 202,726
- 45,187 4,959 10,176 8,759 8,347,189 8,416,270
Total assets 4,357 227,185 1,057,401 111,516 8,759 8,401,660 9,810,878
Current Liabilities
Short-term credit from financial
institutions - - 661,848 192,411 - - 854,259
Current maturities of long-term loans - 33,386 19,509 - 67,072 - 119,967
Current maturities of lease liabilities - 13,077 13,555 - 8,240 - 34,872
Trade and other payables
Short-term liability in respect of
agreement with Tax Equity Partner
7,750
-
66,148
-
424,383
-
42,920
-
386
-
101,760
220,676
643,347
220,676
Bonds - current maturity - - - 74,871 - - 74,871
Hedging financial instruments - 61,518 39,359 - - - 100,877
7,750 174,129 1,158,654 310,202 75,698 322,436 2,048,869
Non-current liabilities
Liabilities for employee severance
benefits
- - - - - 1,404 1,404
Loans from financial institutions - 688,661 1,154,588 - 1,080,448 (59,477) 2,864,220
Other long-term liabilities - - 82,192 7,277 - 135,594 225,063
Bonds - - - 449,987 - (3,634) 446,353
Convertible bonds - - - 536,280 - (2,781) 533,499
Long-term liability in respect of
agreement with Tax Equity Partner - - 36,665 - - 563,066 599,731
Lease liability - 128,324 173,499 - 184,452 - 486,275
Hedging financial instruments - 6,346 138,678 - - - 145,025
Deferred taxes - - - - - 89,287 89,287
- 823,331 1,585,622 993,544 1,264,900 723,459 5,390,857
Total liabilities 7,750 997,460 2,744,276 1,303,746 1,340,598 1,045,894 7,439,726
Total surplus of assets over liabilities (3,393) (770,275) (1,686,875) (1,192,230) (1,331,839) 7,355,764 2,371,153
Financial derivatives - (901,915) (1,295,323) 2,197,238 - - -
Surplus of financial assets over
financial liabilities (financial liabilities
over financial assets)
(3,393) (1,672,190) (2,982,198) 1,005,008 (1,331,839) 7,355,764 2,371,153
Distribution of non-monetary assets
(liabilities), net - by linkage bases
- 1,679,171 3,197,880 2,297,067 181,646 (7,355,764) -
Surplus of assets over liabilities
(liabilities over assets)
(3,393) 6,981 215,682 3,302,075 (1,150,193) - 2,371,153

Appendix B – Sensitivity Tables for Sensitive Instruments as of December 31 2024, According to Changes in Market Factors

Sensitivity analysis of foreign currency:

The table presented below details the effect of a 10% change in the exchange rate on profit and loss in respect of financial assets and liabilities that are exposed to risk as aforesaid (before the tax effect):

As
of
December
31,
2024
10%
Increase
Profit
and
loss/compreh
ensive
income
Carrying
value
10%
Decrease
Profit
and
loss/compreh
ensive
income
NIS
in
thousands
In
EUR:
Cash
and
cash
equivalents
Trade
payables,
other
payables
and
credit
balances
73
(531)
733
(5,306)
(73)
531
In
PLN:
Cash
and
cash
equivalents
14,946 149,463 (14,946)
Trade
receivables,
other
receivables
and
debit
balances
6,935 69,350 (6,935)
Long-term
pledged
deposit
and
restricted
cash
271 2,706 (271)
Hedging
financial
instruments
-
forward
transaction
(2,614) (5,563) 2,614
Cap
option
5,674 57,527 (5,674)
Hedging
financial
instruments
-
CCS
(16,510) 4,799 16,550
Interest rate swaps - IRS 471 4,745 (471)
Short-term
and
long-term
loans
from
financial
institutions
(132,953) (1,329,526) 132,953
Lease
liability
(14,185) (141,848) 14,185
Trade
payables,
other
payables
and
credit
balances
(6,927) (69,272) 6,927
In
USD:
Cash
and
cash
equivalents
22,171 221,711 (22,171)
Trade
receivables
1,319 13,193 (1,319)
Green
certificates
91 908 (91)
Dedicated
deposit
and
long-term
restricted
cash
2,793 27,931 (2,793)
Receivables
and
debit
balances
389 3,888 (389)
Interest
rate
swaps
-
IRS
5,617 56,167 (5,617)
Trade
payables,
other
payables
and
credit
balances
(85,376) (853,758) 85,376
Liability
in
respect
of
agreement
with
Tax
Equity
Partner
(14,408) (144,084) 14,408
Current
maturities
of
long-term
loans
(5,654) (56,540) 5,654
Lease
liability
(26,109) (261,089) 26,109
Other
long-term
receivables
116 1,162 (116)
Hedging
financial
instruments
-
forward
transaction
(140,196) 19,450 140,196
Financial
derivatives
-
Hedging
of
electricity
prices
in
the
United
States
(SWAP)
(11,517) (115,174) 11,517
Hedging
financial
instruments
-
CCS
(17,532) (25,355) 17,532
Long-term
loans
(147,638) (1,476,375) 147,638

Presented below is an analysis of the Group's sensitivity to financial derivatives:

The following table presents the impact of the addition or subtraction of 10% in the relevant electricity prices in the United States on comprehensive income in respect of derivative financial instruments which are exposed to the risk of electricity prices in the United States (before tax effect):

As
of
December
31,
2024
Changes
to
electricity
prices
in
the
United
States
10% Increase
Comprehensi
Carrying
ve income
value
10% Decrease
Comprehensi
ve income
NIS
in
thousands
Financial
derivatives
-
Hedging
of
electricity
prices
in
the
United
States
(SWAP)
(124,508) (115,174) 127,811

Presented below is an analysis of the Group's sensitivity to the Consumer Price Index (CPI):

As
of
December
31,
2024
3%
Increase
3%
Decrease
Gain/Loss Carrying
value
Gain/Loss
NIS
in
thousands
Loans
from
financial
institutions
(38,329) 1,298,427 37,507

Presented below is an analysis of the Group's sensitivity to changes in the interest rate:

Until December 2019, the repayment date of the Company's project finance in Poland (see Note 14d(3)), the Company was exposed to changes in the loan's interest rate, which was taken at variable interest. The Company's other financing sources bear fixed interest (some linked to the consumer price index). The repayment of the loan in Poland does not involve cash flow risk for the Company due to interest rate changes. The following table presents sensitivity tests to the value of the fixed rate loans according to changes in the interest rate (in NIS in thousands):

As
of
December
31,
2024
10%
Increase
Increase
of
5%
Decrease
of
5%
10%
Decrease
Sensitive
instruments
Loss
from
the
(Before
tax
changes
effect)
Fair
value
Profit
from
(Before
tax
the
changes
effect)
NIS
in
thousands
Fixed
rate
instruments
CPI-linked
loans
in
NIS
30,368 15,345 1,241,557 (15,676) (31,691)
Loans
in
PLN
(111,147) (55,574) 1,111,473 55,574 111,147
Loans
in
USD
(148,238) (74,119) 1,482,375 74,119 148,238
Total (229,017) (114,348) 3,835,406 114,017 227,694

Appendix C – Information Regarding the Internal Auditor

ITEM DETAILS
NAME Israel
Gvirtz,
qualified
Internal
Auditor,
partner
in
the
firm
Fahn
Kanne
Control
Management
Ltd.,BA
in
accounting
and
economicsfrom
Bar-Ilan
University,CPA,CIA.
Commencement
of
tenure
July
5,
2016
Compliance
with
the
provisions
of
the
law
To
the
best
of
the
Company's
knowledge,
the
Auditor
complies
with
the
provisions
of
Section
146(B)
of
the
Companies
Law
-
1999
and
of
Sections
3(A)
and
8
of
the
Internal
Audit
Law
-
1992.
Holdings
in
the
securities
of
the
Company
or
of
a
related
entity
To
the
best
of
the
Company's
knowledge,
as
of
the
date
of
thisreport,
the
Internal
Auditor
does
not
hold
any
securities
of
the
Company,
or
of
a
controlling
shareholder
in
the
Company,
an
entity
controlled
by
the
Company
or
by
a
controlling
shareholder
in
the
Company
or
by
entities
related
to
either
of
them.
Significant
business
connections
or
other
significant
connections
with
the
Company
or
an
entity
related
to
The
Internal
Auditor
does
not
perform
a
role
that
creates
or
can
create
a
conflict
of
interests
with
his
role
as
the
Company's
Internal
Auditor.
The
Internal
Auditor
is
not
an
interested
party
in
the
Company
and
is
not
a
relative
of
an
interested
party
or
of
a
corporate
officer
in
the
Company
and
he
does
not
serve
as
the
Company's
independent
Auditor
or
on
his
behalf.
it
Is
the
Auditor
an
employee
of
the
Company
or
an
external
service
provider
The
Internal
Auditor
shall
provide
internal
auditing
services
on
an
external
basis
and
he
is
not
an
employee
of
the
Company.
In
performing
the
audit,
the
Internal
Auditor
shall
be
assisted
by
a
team
of
people
from
his
firm
as
necessary.
The
Internal
Auditor
does
not
fill
any
other
position
in
the
Company
besides
internal
auditing.
Appointment
process
The
appointment
of
the
Internal
Auditor
was
approved
by
the
Company's
Board
of
Directors
on
July
5,
2016
following
the
recommendation
of
the
Audit
Committee
from
June
21,
2016.
The
basis
for
the
appointment
was
his
skills
and
experience
in
internal
auditing.
The
person
in
the
organization
who
is
responsible
for
the
Internal
Auditor
Chairman
of
the
Board.
Work
plan
The
Internal
Auditor
willsubmit
to
the
Audit
Committee,
for
approval,
a
proposed
annual
or
periodic
work
plan,
and
the
Audit
Committee
will
approve
it,
subject
to
changes
in
its
discretion.
The
annual
planning
of
audit
tasks
is
affected
by
the
following
factors:
the
exposure
to
risks
of
activity
and
areas
in
accordance
with
a
risk
survey,
findings
of
previous
audits,
issues
in
which
an
audit
is
requested
by
the
Company's
Board
of
Directors
and
management,
and
the
need
to
maintain
the
periodicity
of
audits
over
the
years.
The
Internal
Auditor's
annual
work
plan
which
was
approved
for
2024
included
auditing
of
the
following
matters:
(1)
operating
facilities
and
finances
in
the
United
States;
(2)
information
security
aspects;
(3)
implementation
of
the
Oracle
system.
The
Internal
Auditor
is
not
permitted
to
deviate
from
the
work
plan
which
was
determined
without
approval
from
the
Company's
Audit
Committee
and/or
Board
of
Directors.

Audits Overseas or for Subsidiaries The Auditor's work includes auditing investee companies and foreign investee companies.

Scope of Employment The plan approved for 2024 amounts to 525 work hours. The scope of the Auditor's position was determined after the Corporation and the Auditor estimated a scope of work hours which reflects the required level of investment by the Internal Auditor for the purpose of performing the required audit. The plan approved for 2024 reflects an increase of 75 hours from the plan approved for 2023.

In the period from January 1, 2024 and the report issue date, the following reports of the Internal Auditor were submitted in writing to the Company and to the Audit Committee:

Report Topic Written
report
submitted
on
Discussed by Audit
Committee on
Actual
work hours
The
report
addresses
the
Company's
activities/the
report
addresses
the
activities
of
investees
outside
of Israel
Aspects of
Information
and Cyber
Security
May 2024 November 11, 2024 75 The
Company's
activity
(lateral
across the entire
Group)
Site Operation
and Aspects of
Finance
Department –
United States
June 2024 August 1, 2024 250 The
Company's
activities
are
divided into two
segments (USA)

Conducting the Audit The professional standards that guide the audit work: According to the notification of the Internal Auditor, the internal audit work is performed according to acceptable professional standards for internal audits, professional guidelines and instructions that were approved and issued by the Institute of Internal Auditors in Israel. After discussion by the Audit Committee on December 9, attended by the Internal Auditor, the Audit Committee wassatisfied that the Internal Auditor wasin compliance with applicable rules for conducting the audit. Access to information The Internal Auditor was granted free access as stated in Section 9 of the Internal Audit Act, including access to any document or information requested for their audit work, including financial data with regard to the Company, investees and overseas investees. Scope, nature and To the best of the Company's Board of Directors' knowledge, the Internal Auditor's work

continuity of the Internal Auditor's activity and work plan, as recommended by the Internal Auditor, is reasonable and it is adequate to achieve the Company'sinternal auditing goals. The Audit Committee hasthe authority to broaden the scope of the work of the Internal Auditor, if and when necessary.

plan Remuneration For detailsregarding remuneration of the Internal Auditor in 2024,see Note 25e in Chapter C of the Report - Financial Statements. No concerns exist that the remuneration detailed above, which derives from the auditor's work hour budget in practice, may influence the application of the auditor's professional judgment.

Appendix D–Details Regarding Obligatory Notes Issued by the Company

The following are details regarding the Company's bonds as of December 31 2024 (NIS in thousands):

Bonds (Series A) Bonds (Series B)
1 Issuance date Initial offering on December 12, 2019 and
series extension on November 14, 2021
Initial offering on September 6, 2020 and series
extension on November 14, 2021
2 Par
value
on
the
issuance date
427,478 in initial offering and 242,960 in series
extension
500,000 in initial offering and 66,602 in series
extension
3 Par
value
as
of
December 31, 2024
446,152 566,602
4 Linked par value as of
December 31, 2024
Unlinked Unlinked
5 Value in Financial
Statements as of
December 31, 2024 (at
amortized cost)
450,412 543,122
6 Stock market value as 416,342 496,343
7 f D
b
31 2024
Accrued interest as of
December 31, 2024
2,396 586
8 Interest rate/fixed 2.05% 0.25%
9 i
f
th
Materiality
of
the
Series12
Yes Yes
10 Principal
payment
dates
18 equal semi-annual payments, due on
February 1 and August 1 of each of the years
2022 to 2030 (inclusive)
Single payment on August 1, 2027
11 Interest payment dates February 1 and August 1 of each of the years
2020 to 2030 (inclusive).
February 1 and August 1 of each of the years
2021 to 2027 (inclusive).
12 Linkage base (principal
and interest)
Unlinked Unlinked
13 Conversion right None Bonds convertible to Company shares from the
issuance date until December 31, 2022
14 Main conditions for
conversion
N/A Each NIS 17.53513 par value of the bonds will
be convertible into one ordinary Company
share, and from January 1, 2023 to July 22,
2027, each NIS 97.416 7 par value will be
convertible into one ordinary Company share.
15 Guarantee to pay the
liability
None None
16 Early redemption (1) In case of a resolution by the stock
exchange's Board of Directors to suspend
trading due to a decline in the series' value, in
accordance with the stock exchange's
instructions; or (2) at the Company's initiative,
upon the occurrence of certain events which
constitute grounds for demanding immediate
repayment; or (3) in accordance with a
resolution by the Company Board of Directors,
as set forth in Section 6.2 of the Deed of Trust.
In case of a resolution by the stock exchange's
Board of Directors to suspend trading due to a
decline in the series' value, in accordance with
the stock exchange's instructions.
As specified in Section 6 of the trust deed

12The bond series is material if the sum of Company liabilities according to it at the end of the reported period as presented pursuant to the Company's separate Financial Statements (according to Regulation 9c of the Securities Regulations (Periodic and Immediate Reports), 1970, constitutes 5% or more of the Company's total liabilities as presented pursuant to the data in question.

13Following adjustment of the exercise price in respect of dividend distribution.

Bonds (Series A) Bonds (Series B)
17 Pledges
in favor of the
bond holders
None8 None
14
18 Restrictions in
connection with the
creation of additional
pledges
The Company will not create floating pledges
on all of its assets (negative pledge) unless it
has contacted the trustee in writing before
creating the pledge, and informed him about it,
and it will also create, concurrently with the
creation of the pledge in favor of the third
party, a floating pledge of the same rank, pari
passu, in favor of the bond holders (Series A).
The Company will not create floating pledges
on all of its assets (negative pledge) unless it
has contacted the trustee in writing before
creating the pledge, and informed him about it,
and it will also create, concurrently with the
creation of the pledge in favor of the third
party, a floating pledge of the same rank, pari
passu, in favor of the bond holders (Series B).
19 Restrictions in
connection with the
authority to issue
additional liability
certificates
None None
20 Validity of pledges N/A N/A
21 Conditions in the
liability certificates
regarding the change,
release, replacement or
cancellation of pledges
For more information on this matter, see
Section 5.5 of the Trust Deed
For more information on this matter, see
Section 5.5 of the Trust Deed
22 Changes to the
conditions of the
liability certificates
regarding pledges
during the Reported
Period
No changes made No changes made
23 Way in which the
changes were approved
N/A N/A
24 At the end of the
reporting year, and
during the reporting
year, did the Company
fulfill all of the
conditions and
undertakings in
accordance with the
Trust Deed
Yes Yes
25 Were the conditions for
demanding the
immediate repayment
of the liability
certificates or for
forfeiting the collateral
fulfilled
No No
26 Description
of
the
breach (if any)
N/A N/A
27 Did the Company
receive a demand from
the trustee to perform
various actions
No No

14The Company will be entitled, under certain circumstances, to give pledges in favor of the bond holders (Series A and B), instead of fulfilling certain conditions, so long as grounds for demanding immediate repayment have not yet been fulfilled in accordance with those circumstances. Reference is hereby made to section 5.5 of the Trust Deed.

Bonds (Series A) Bonds (Series B)
28 Name of trust company Reznik Paz Nevo Trusts Ltd. Reznik Paz Nevo Trusts Ltd.
Name of individual Adv. Hagar Shaul Adv. Hagar Shaul
responsible for the 14 Yad Harutzim St., Tel Aviv 14 Yad Harutzim St., Tel Aviv
series 03-6389200 03-6389200
Address
Telephone
38 Holders' meetings Holders' meeting not held Holders' meeting not held
39 Rating
Rating company Maalot Maalot
Rating as of the Unrated on the issuance date of September 6,
issuance date 2020, and rated A, stable outlook, in the series
A, stable outlook extension on November 14, 2021
Rating as of December
31, 2024 Unchanged Unchanged
Rating company Midroog Midroog
Rating as of the
issuance date A2.il, stable outlook A2.il, stable outlook
Rating as of December Unchanged
31, 2024 Unchanged

Appendix E – Rating Reports15

  • For the current rating report of Maalot the Israeli Securities Rating Co. Ltd., see the immediate report which was published by the Company on November 11, 2024 (reference number 2024-01-615094),
  • For the current rating report of Midroog Ltd.,see the immediate report which was published by the Company on November 10, 2024 (reference number 2024-01-614757), information regarding which is presented in the report by way of referral.
Subject
of
valuation:
Material
valuation
of
recoverable
amount
of
Clean
Wind
Energy
Project
Valuation
date:
December
31,
2024
Value
of
the
subject
prior
to
the
valuation
date,
had
generally
accepted
accounting
practices,
including
depreciation
and
amortization,
not
required
a
change
in
its
value
based
on
the
valuation:
N/A
Value
of
the
subject
as
determined
by
the
valuation:
NIS
642
million
Appraiser
identity
and
attributes,
including
education,
experience
in
valuation
for
accounting
purposes
at
reporting
corporations,
similar
in
scope
to
those
in
the
reported
valuation
or
larger,
dependence
on
the
valuation
buyer,
including
reference
to
indemnification
agreements
with
the
appraiser:
Company
Finance
Department.
The
valuation
was
prepared
internally,
as
the
project
has
external
financing
based
on
an
audited
financial
model,
which
takes
into
account
all
aspects
of
project
construction
and
operation
and
its
expected
cash
flow
(including
debt
service),
where
the
model
is
controlled
by
external
advisor
on
behalf
of
the
financing
providers.
Therefore,
the
Company
estimates
that
this
financial
model
is
the
appropriate
basis
for
project
valuation.
Valuation
model
applied
by
the
appraiser:
Discounted
cash
flow
expected
from
the
asset
(value
in
use).
Assumptions
used
by
the
appraised
in
their
valuation,
based
on
the
valuation
model:
The
recoverable
amount
of
the
Clean
Wind
Energy
Project
as
of
December
31,
2024
was
estimated
using
discounted
cash
flows
expected
by
the
Company
from
operation
of
this
project.
The
weighted
discount
rate
used
to
calculate
the
discounted
cash
flows
is
7.27%.
Project
operation
period
is
20
years
after
commercial
operation,
which
for
the
purpose
of
the
valuation,
is
assumed
to
begin
during
2027.
For
more
information
about
key
assumptions,
see
Note
9g
to
the
financial
statements.

Appendix F – Valuation of Recoverable Amount of Material Asset of the Company

15The information provided in the aforementioned immediate reports was included in this report by way of reference.

Energix – Renewable Energies Ltd.

Consolidated Financial Statements As of December 31, 2024 (Audited)

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

Auditors' Report to the shareholders of Energix - Renewable Energies Ltd.

Introduction

We have audited the accompanying consolidated statements of financial position Energix - Renewable Energies Ltd. (hereafter – "the Company") as of December 31, 2024and 2023, and the consolidated statements of profit or loss, 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.

Basis for Opinion

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 financialstatements 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 provides a reasonable basis for our opinion.

Opinion

In our opinion, based on our audit, 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, 2024and 2023, and the results of their operations, changes in equity and their cash flows for each of the three years in the period ended on December 31, 2024, in conformity with IFRS Accounting Standards 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, 2024and our report dated 02 March, 2025 included an unqualified opinion on the effective maintenance of those components.

Emphasis of Matter

Without qualifying our conclusion above, we refer the attention to Note 1b which details, among other, Company's liabilities and cash flow needs, including obligation to repay loans from the Company's major shareholders in April 2025 in the amount of 33 million Canadian Dollars, and managements and the board's plans. Base on the analysis of debt repayment dates made by the company, the alternatives and available sources, the company's board of directors and management are of the opinion that the company will repay its liabilities when they come due. See also Key Audit Matter related to going concern assumptions below.

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.

Hedging electricity prices in the United States

As discussed in note 2(f), 3(c), 4(b) and 31(b)(4) of the consolidated financial statements as of 31 December 2024, the Company entered into hedging transactions with financial entities in order to manage its exposures to

changes in the market prices of electricity in the U.S. The accounting described in the noted in note 2(f). The fair value of these derivatives is measured according to level 3 of the fair value scale, with their fair value in the financial statements as of December 31, 2024 being a liability, net of NIS 115,174 thousand, and in 2024 the company recognized a change in the fair value of these derivatives in the amount of NIS 1,109 thousand.

As discussed in note 2(f) of the consolidated financialstatements. In determining the fair value of these financial derivatives, the Company uses quoted market data as well as estimates and estimates based on data other than predicted quoted prices, such as yield curves, future electricity prices in the U.S. electricity market, and historical standard deviation and future electricity prices in the U.S. electricity market. Changes in such valuations and estimates may lead to material changes in their fair value. These basic assumptions are the result of exercising subjective judgment in an environment of uncertainty, sometimes particularly significant, and therefore changes in the aforementioned basic assumptions, may lead to changes in the fair value of these derivatives, sometimes substantially, and therefore affect the Company's financial position as of December 31, 2024 and the results of its operations for that year.

Given the above, we have identified the management estimates and assumptions used to measure the fair value of these derivatives as a key audit matter. Auditing requires the auditor's discretion in order to examine how management based the adequacy of the assumptions and estimates used in measuring the fair value of these derivatives on electricity prices.

Audit procedures which were performed as a response to Key Audit Matter

As a response to the uncertaintiesinvolved in determining the fair value of the derivativesfor hedging electricity prices in the US, we mainly carried out the following procedures: 1. gained understanding of the control environment regarding these derivatives of hedging electricity prices in the US and auditing the effectiveness of the relevant internal controls. 2. We have gained an understanding of the business rationale of the transactions, and we have read the basic contractual agreements, on a sample basis, which involve quantitative considerations. 3. We used appropriately knowledgeable auditor-appointed experts to assist in assessing the suitability of the models and methodologies prepared by an independent external valuator on behalf of the company and the main assumptions used in the models, including their projected electricity prices and forecasts. 4. Involvement of the senior staff of the communications team in Israel and the United States. 5. Examination of the adequacy of disclosures in the consolidated financial statements regarding the derivatives of electricity prices.

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

Tel Aviv, March 02, 2025.

Jerusalem
3 Kiryat Ha'Mada
Har Hotzvim Tower
Jerusalem, 914510
Haifa
5 Ma'aleh Hashichrur
P.O.B. 5648
Haifa, 3105502
Eilat
The City Center
P.O.B. 583
Eilat, 8810402
Nazareth
9 Marj Ibn Amer St.
Nazareth, 16100
Beit Shemesh
Yigal Alon 1 St.
Beit Shemesh, 9906201
Tel: +972 (2) 501 8888 Tel: +972 (4) 860 7333 Tel: +972 (8) 637 5676 Tel: +972 (73) 399 4455
Fax: +972 (2) 537 4173 Fax: +972 (4) 867 2528 Fax: +972 (8) 637 1628 Fax: +972 (73) 399 4455
[email protected] [email protected] [email protected] [email protected]

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

Independent Auditors' Report to the Shareholders of Skyline Investments Inc. 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 Energix - Renewable Energies Ltd. and its 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) Controls over procurement process for projects; (3) Controls over revenue from the sale of electricity (all together referred to hereafter as "the Audited Components of Control").

We conducted our audit in accordance with Audit Standard (Israel) 911. That Standard requiresthat 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, based on our audit, 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, 2024, and our report as of 02 March 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, 02 March, 2025

Energix – Renewable Energies Ltd. Consolidated statement of financial position

As
of
December
31
2024 2023
Note NIS
in
thousands
(Audited)
Assets
Cash
and
cash
equivalents
4 463,633 567,667
Dedicated
deposit
5 21,184 3,627
Restricted
cash
5 - 624,588
Trade
receivables
and
income
receivable
from
customers
6 91,307 78,467
Green
certificates
7 16,656 11,798
Receivables
and
debit
balances
8 148,890 108,461
Total
current
assets
741,670 1,394,608
Non-current
assets
Long-term
pledged
deposit
and
restricted
cash
5 12,463 9,037
Long-term
designated
cash
6,747 -
Right-of-use
asset
9 617,966 511,443
Connected
electricity
production
systems
10 5,674,033 5,216,735
Systems
under
construction
and
in
development
10 3,620,529 2,370,899
Other
fixed
assets
10 25,042 18,404
Other
receivables
8 239,391 87,026
Deferred
tax
assets,
net
28E 232,606 202,726
Total
non-current
assets
10,428,777 8,416,270
Total
assets
11,170,447 9,810,878

Energix – Renewable Energies Ltd. Consolidated statement of financial position

As
of
December
31
2024 2023
Note NIS
in
thousands
(Audited)
Liabilities
and
equity
Current
Liabilities
Short-term
credit
from
financial
institutions
14b 329,749 854,259
Current
maturities
of
long-term
loans
14b 213,978 119,967
Current
maturities
of
lease
liabilities
33,817 28,696
Current
maturities
of
bonds
14d5 74,871 74,871
Trade
payables
12 876,686 443,384
Payables
and
credit
balances
13 197,354 307,015
Short-term
accrued
income
in
respect
of
agreement
with
Tax
Equity
Partner
14g 228,112 (*)186,380
Short-term
financial
liability
in
respect
of
agreement
with
Tax
Equity
Partner
47,095 (*)34,296
Total
current
liabilities
2,001,662 2,048,868
Non-current
liabilities
Loans
from
financial
institutions
14b 4,000,646 2,864,220
Other
long-term
liabilities
14f 551,310 370,087
Bonds 14d5 372,560 446,353
Convertible
bonds
14d5 543,121 533,499
Lease
liability
603,421 486,275
Long-term
accrued
income
in
respect
of
agreement
with
Tax
Equity
Partner
14g 549,025 (*)473,343
Long-term
financial
liability
in
respect
of
agreement
with
Tax
Equity
Partner
96,989 (*)126,388
Liability
for
employee
severance
benefits,
net
1,512 1,404
Deferred
tax
liability,
net
28e 142,040 89,287
Total
non-current
liabilities
6,860,624 5,390,856
Equity
Share
capital
16 5,495 5,486
Premium
and
capital
reserves
16 2,025,675 2,108,076
Retained
earnings
276,253 256,405
Total
equity
attributable
to
the
owners
of
the
Company
2,307,423 2,369,967
Non-controlling
interests
738 1,187
Total
equity
2,308,161 2,371,154
Total
liabilities
and
equity
11,170,447 9,810,878
(*) Reclassified
March 2 2025

Approval date of the Financial Statements Nathan Hetz Chairman of Board of Directors Asa Levinger CEO Tanya Friedman CFO

Energix – Renewable Energies Ltd. Consolidated statement of financial position

Energix – Renewable Energies Ltd. Consolidated Statements of profit or loss

For the Year Ended December 31
2024 2023 2022
Note NIS in thousands
(Audited)
Revenues
Revenues from the sale of electricity 17 788,678 454,316 446,326
Revenues from the production of green certificates 17 67,532 73,638 56,084
Other revenues, net 18 41,418 153,952 24,915
897,628 681,906 527,325
Expenses
Maintenance of systems and others 19 118,499 93,920 54,688
Development, construction and other expenses 21 18,105 16,881 1,453
Payroll and related expenses 20 71,289 46,254 34,369
Administrative, headquarters and other 22 63,802 45,310 30,896
271,695 202,365 121,406
Profit before financing, taxes, depreciation and
amortization 625,933 479,541 405,919
Capital gains from sale of investee partnership - - 18,098
Depreciation and amortization 9 +10a (221,830) (152,753) (105,797)
Profit before financing and taxes 404,103 326,788 318,220
Financing income 23 27,261 27,976 8,846
Financing expenses 24 (236,924) (101,565) (91,205)
Financing expenses, net (209,663) (73,589) (82,359)
Profit after financing, net 194,440 253,199 235,861
Profit before taxes on income 194,440 253,199 235,861
Taxes on income 28d (70,266) (64,583) (57,766)
Tax income from the Tax Equity Partner 213,834 69,452 57,815
Profit for the year 338,008 258,068 235,910
Total profit for the period attributable to:
Profit for the year attributable to Company shareholders 337,787 258,257 236,690
Profit (loss) for the year attributable to non-controlling
interests
221 (189) (780)
Total profit for the year 338,008 258,068 235,910
Net profit per share attributable to Company
shareholders (in NIS):
Basic 0.615 0.471 0.447
Diluted 0.613 0.470 0.435
Weighted average share capital used to compute the
earnings per share (thousands of shares):
Basic 27 549,297 548,673 529,476
Diluted 27 551,242 549,299 564,145

Energix – Renewable Energies Ltd. Consolidated Statements of Comprehensive Income (Loss)

For
the
Year
Ended
December
31
2024 2023 2022
NIS thousands
(Audited)
Profit
for
the
year
338,008 258,068 235,910
Other
comprehensive
income
items
which,
after
recognition
in
comprehensive
income
for
the
first
time,
were
or
will
be
transferred
to
profit
or
loss
Foreign
currency
translation
differences
for
foreign
operation
(1,235) 224,072 199,561
Profit
(loss)
in
respect
of
cash
flow
hedge
-
value
of
time,
net
of
tax
(138,928) 16,602 (50,184)
Loss
from
foreign
currency
differences
in
respect
of
derivatives
which
were
designated
for
the
hedging
of
investments
in
subsidiaries
which
constitute
foreign
operations,
net
of
tax
Change
in
the
fair
value
of
cash
flow
hedging
instruments,
(33,803) (195,149) (161,329)
net
of
tax
115,995 22,941 (5,893)
Total
comprehensive
income
for
the
year
280,037 326,534 218,066
Total
comprehensive
income
(loss)
attributable
to:
Owners
of
the
Company
279,816 326,723 218,846
Non-controlling
interests
221 (189) (780)
Total
comprehensive
income
for
the
year
280,037 326,534 218,066

Energix – Renewable Energies Ltd. Consolidated Statements of Changes in Equity

For the year ended December 31, 2024 (Audited)

Share
Capital
Premium Receipts
on
account
of
options
and
conversion
component
of
bonds
Capital
reserve
from
cash
flow
hedge
Capital
reserve
from
cash
flow
hedge
-
value
of
time
Reserve
in
respect
of
translation
differences,
including
hedging
of
net
investment
in
a
foreign
operation
Capital
reserve
from
transactions
with
non-
controlling
interests
Capital
reserve
from
transactions
with
controlling
shareholders
Retained
earnings
(accumulated
loss)
Total
equity
attributable
to
the
shareholders
of
the
Company
Non-
controlling
interests
Total
equity
NIS
in
thousands
Balance
as
of
January
1,
2024
5,486 2,280,979 53,028 (18,465) (35,520) (92,777) (79,681) 512 256,405 2,369,967 1,187 2,371,154
Income
for
the
period
Other
comprehensive
income
(loss)
- - - - - - - - 337,787 337,787 221 338,008
for
the
year
- - - 115,995 (138,928) (35,038) - - - (57,971) - (57,971)
Exercise
of
share
options
(*)
9 8,511 - - - - - - (1,154) 7,366 - 7,366
Dividend
to
Company
shareholders
- - - - - - - - (329,507) (329,507) - (329,507)
Share-based
payment
Transaction
with
non-controlling
- - - - - - - - 12,722 12,722 - 12,722
interests
(**)
- - - - - - (32,941) - - (32,941) (670) (33,611)
Balance
as
of
December
31
2024
5,495 2,289,490 53,028 97,530 (174,448) (127,815) (112,622) 512 276,253 2,307,423 738 2,308,161

(*) The amount includes an increase in equity due to the exercise of employee options.

(**) See also Note 15.a.(4) to the Consolidated Financial Statements.

Energix – Renewable Energies Ltd. Consolidated Statements of Changes in Equity

For the year ended December 31, 2023 (Audited)

Reserve
in
respect
of
Capital translation
Receipts reserve differences, Capital
on
account
of
options
Capital
reserve
from
cash
including
hedging
of
reserve
from
Capital
reserve
from
Total
equity
attributable
and from flow net transactions transactions Retained to
the
Share conversion
component
cash
flow
hedge
-
value
of
investment
in
a
foreign
with
non-
controlling
with
controlling
earnings
(accumulated
shareholders
of
the
Non-
controlling
Total
Capital Premium of
bonds
hedge time operation interests shareholders loss) Company interests equity
NIS
in
thousands
Balance
as
of
January
1,
2023
5,478 2,270,732 53,028 (41,406) (52,122) (121,702) (20,555) 512 234,665 2,328,630 1,658 2,330,288
Income
(loss)
for
the
year
- - - - - - - - 258,257 258,257 (189) 258,068
Other
comprehensive
income
(loss)
for
the
year
- - - 22,941 16,602 28,925 - - - 68,468 - 68,468
Acquisition
of
subsidiary
- - - - - - - - - - 20,820 20,820
Exercise
of
share
options
(*)
Dividend
paid
to
Company
8 10,247 - - - - - - (703) 9,552 - 9,552
shareholders - - - - - - - - (252,005) (252,005) - (252,005)
Share-based
payment
Acquisition
of
non-controlling
- - - - - - - - 16,191 16,191 - 16,191
interests
Repayment
of
equity
for
non-
- - - - - - (59,126) - - (59,126) (20,820) (79,946)
controlling
interests
- - - - - - - - - - (282) (282)
Balance
as
of
December
31,
2023
5,486 2,280,979 53,028 (18,465) (35,520) (92,777) (79,681) 512 256,405 2,369,967 1,187 2,371,154

(*) The amount includes an increase in equity due to the exercise of employee options.

Energix – Renewable Energies Ltd. Consolidated Statements of Changes in Equity

For the year ended December 31, 2022 (Audited)

Share
Capital
Premium Receipts
on
account
of
options
and
conversion
component
of
bonds
Capital
reserve
from
cash
flow
hedge
Capital
reserve
from
cash
flow
hedge
-
value
of
time
Reserve
in
respect
of
translation
differences,
including
hedging
of
net
investment
in
a
foreign
operation
Capital
reserve
from
transactions
with
non-
controlling
interests
Capital
reserve
from
transactions
with
controlling
shareholders
Retained
earnings
(accumulated
loss)
Total
equity
attributable
to
the
shareholders
of
the
Company
Non-
controlling
interests
Total
equity
NIS
in
thousands
Balance
as
of
January
1,
2022
4,882 1,563,176 53,028 (35,513) (1,937) (159,935) (12,896) 512 99,646 1,510,963 2,286 1,513,249
Income
(loss)
for
the
year
Other
comprehensive
income
(loss)
for
- - - - - - - - 236,690 236,690 (780) 235,910
the
year
- - - (5,893) (50,185) 38,233 - - - (17,845) - (17,845)
Stock
offering
518 673,463 - - - - - - - 673,981 - 673,981
Exercise
of
share
options
(*)
Dividend
paid
to
Company
78 34,093 - - - - - - (5,072) 29,099 - 29,099
shareholders - - - - - - - - (106,824) (106,824) - (106,824)
Share-based
payment
Transaction
with
non-controlling
- - - - - - - - 10,225 10,225 - 10,225
interests - - - - - - (7,659) - - (7,659) 152 (7,507)
Balance
as
of
December
31,
2022
5,478 2,270,732 53,028 (41,406) (52,122) (121,702) (20,555) 512 234,665 2,328,630 1,658 2,330,288

(*) The amount includes an increase in equity due to the exercise of employee options.

Financial Statements

Energix – Renewable Energies Ltd. Notes to the Consolidated Financial Statements

For
the
Year
Ended
December
31
2024
2023
2022
NIS
in
thousands
(Audited)
Cash
flows

operating
activities
Income
for
the
year
338,008 258,068 235,910
Expenses
not
involving
cash
flows
(Appendix
A)
124,660 184,985 152,149
462,668 443,053 388,059
Changes
in
working
capital
(Appendix
B)
(124,494) 62,760 (103,372)
Net
cash
from
operating
activities
338,174 505,813 284,687
Cash
flows
-
investing
activities
Investment
in
electricity
production
systems
(1,428,938) (2,279,206) (1,131,008)
Decrease
(increase)
in
pledged
deposit
636,054 (576,721) (7,222)
Investment
in
derivative
financial
instruments
(141,599) (232,820) 18,338
Repayment
of
loan
from
related
party
- - 13,730
Investment
in
other
fixed
assets
(10,214) (10,537) (4,356)
Consideration
from
sale
of
investee
partnership
- - 25,360
Net
cash
used
in
investment
activities
(944,697) (3,099,284) (1,085,158)
Cash
flows
-
financing
activities
Consideration
from
issuance
of
shares,
net
- - 673,745
Proceeds
from
the
exercise
of
options
to
shares
16,032 942 29,769
Redemption
of
principal
in
respect
of
lease
liability
(19,851) (20,493) (12,269)
Credit
raising
costs
(52,127) (64,345) (14,464)
Transaction
with
non-controlling
interests
(18,947) (24,243) (2,859)
Repayment
of
equity
for
non-controlling
interests
- (282) -
Redemption
of
bond
principal
(74,493) (74,493) (74,489)
Receipt
(redemption)
of
short-term
loans
from
banking
corporations,
net
(524,973) 925,857 -
Receipt
of
loan
from
Tax
Equity
Partner
351,388 662,629 -
Repayment
of
financial
liability
to
Tax
Equity
Partner
(36,865) (11,381) -
Long-term
loan
received
from
financial
institutions
1,422,910 1,685,541 249,564
Redemption
of
long-term
loans
from
financial
institutions
(212,121) (179,561) (75,464)
Dividend
paid
to
Company
shareholders
(329,507) (252,005) (106,779)
Net
cash
from
financing
activities
521,446 2,648,166 666,754
Change
in
change
in
cash
and
cash
equivalents
and
in
designated
cash
(85,077) 54,695 (133,717)
Balance
of
cash
and
cash
equivalents
at
the
beginning
of
the
year
Balance
of
dedicated
deposit
at
the
beginning
of
the
period
567,667
3,627
465,119
34,435
575,110
30,443
Effect of exchange rate fluctuations on cash and cash
equivalents 5,347 17,045 27,728
Balance
of
cash
and
cash
equivalents
at
the
end
of
the
year
463,633 567,667 465,119
Balance
of
dedicated
deposit
at
the
end
of
the
period
27,931 3,627 34,435

Financial Statements

Energix – Renewable Energies Ltd. Notes to the Consolidated Financial Statements

Appendix – Adjustments Required to Present Cash Flows from
Operating Activities
a.
Expenses
(income)
not
involving
cash
flows:
Financing
expenses
(income),
net
87,838 29,484 20,636
Maintenance
expenses
not
associated
with
cash
flows
- - (1,478)
Revaluation
of
loans,
deposits
and
marketable
securities,
net
(10,553) 3,600 51,451
Depreciation
and
amortization
194,363 169,634 105,799
Tax
expenses
(income)
recognized
in
profit
for
the
period
(156,987) (33,221) (13,441)
Share-based
payment
9,999 15,488 7,280
Profit
from
sale
of
investee
partnership
- - (18,098)
124,660 184,985 152,149
b.
Changes
in
asset
and
liability
items
(changes
in
working
capital):
Decrease
(increase)
in
trade
receivables
and
other
receivables
and
debit
balances
(65,816) 32,174 (72,810)
Decrease
(increase)
in
inventory
of
green
certificates
(5,452) 12,932 (7,406)
Increase
(decrease)
in
trade
payables
and
other
payables
and
credit
balances
(53,226) 17,654 (23,156)
(124,494) 62,760 (103,372)
Non-Cash
Activity
Contingent
consideration
in
transaction
with
non-controlling
interest
- 80,500 -
Receivables
from
non-cash
exercise
of
share
options
- 8,932 5,619
Investment
in
electricity
generation
facilities
against
supplier
credit
and
credit
balances
855,213 440,014 49,294
Increase
of
clearing
and
restoration
provision
against
systems
under
construction
18,796 64,055 23,916
Increase
in
right-of-use
asset
against
lease
liability
due
to
new
lease
agreements
134,076 119,741 87,166
Additional
Information
Interest
paid
for
operating
activities
132,376 90,351 11,421
Interest
received
in
respect
of
operating
activities
25,238 15,835 7,982
Taxes
paid
(received),
net
13,420 28,352 13,393
Interest
paid
in
respect
of
properties
under
construction
22,652 47,135 47,744

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