Exhibit 99.1

1.	Executive Summary1

*

Adjusted EBITDA, adjusted EBITDA after proportionate consolidation, adjusted net income and FFO are not recognized in accordance with IFRS – for definitions and the manner of their calculation – see Sections 4A and 4B to the Report of the Board of Directors for 2023 and Section 4A below.

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1

The Executive Summary below is presented solely for convenience and it is not a substitute for reading the full detail (including with reference to the matters referred to in the Summary) as stated in this report with all its parts (including warnings relating to “forward‑looking” information as it is defined in the Securities Law, 1968 (“the Securities Law”) definitions or explanations with respect to the indices for measurement of the results and including the information included by means of reference, as applicable). This Summary includes estimates, plans and assessment of the Company, which constitute “forward‑looking” information regarding which there is no certainty it will materialize and the readers are directed to the detail presented in this report below.

1.	Executive Summary (Cont.)

Israel	Increase of 26% in the adjusted EBITDA compared with the corresponding quarter last year   Win in the Ramat Beka 2 tender – in June 2024, the Group won an additional tender of Israel Lands Authority for two sites located adjacent to the sites of the first Ramat Beka project, for an aggregate consideration of about NIS 890 million.   As at the approval date of the report, if the win is realized, the Company intends to advance a consolidated project that will amount to about 505 megawatts, plus storage capability with an estimated cumulative capacity of about 2,760 megawatts per hour on the sites of the prior tender and the present tender. See also Section 6A(1) of the report.   Refinancing in Israel – in August 2024, OPC Holdings Israel signed two bank financing agreements, with an aggregate scope of NIS 1.65 billion, which were used mainly for purposes of early repayment of the project financing of the Zomet and Gat power plants. See also Note 7A(2) to the interim statements.   Government Decision with respect to Hadera 2 project – in April 2024, the government of Israel rejected for plan for construction of a power plant in land located adjacent to the Hadera power plant. The Group has submitted a petition to the High Court of Justice, which as at the approval date of the report is pending.
U.S.	Increase of about 74% in adjusted EBITDA after proportionate consolidation compared with the corresponding quarter last year.   Signing of an investment agreement in the area of renewable energy in the U.S. – in August 2024, an investment agreement was signed with Harrison Street, a U.S. private equity fund in the area of infrastructures, whereby the fund will invest an aggregate amount $300 million in exchange for 33.3% of the ordinary rights in CPV’s renewable‑energy activities. The transaction reflects a value for the said activities “before the money” of $600 million. Completion of the transaction is expected to take place within about 3 months. See also Note 10J to the interim statements.   Undertaking in acquisition agreement and a memorandum of understanding regarding increase in the holdings in the Shore and Maryland power plants in the area of Energy Transition in the U.S. – in July 2024, the CPV Group signed a non‑binding memorandum of understanding and a binding agreement for acquisition, cumulatively, of significant holdings in the Shore and Maryland power plants.   The total amount required in connection with the transactions, including as a result of their closing (if closed) is expected to amount to about $210 million – $240 million1. As at the approval date of the report, completion of the transactions is expected to take place in the second half of 2024. See also Section 10C below.   Availability tenders in the PJM market for the period July 2025 through June 2026 – in July 2024, the results of tenders for availability prices in PJM were published, with a significant increase in the prices to about $270 per megawatt per day. In CPV’s estimation, the additional to its revenues from availability of the power plants active in the PJM market is estimated at about $54 million for the period of the tender. See also Section 3.3J below.

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1.	Executive Summary (Cont.)

U.S. (Cont.)	Start of construction of the Rogue’s Wind project (wind‑energy power plant with a capacity of 114 megawatts located in Pennsylvania) – in August 2024 a Work Commencement Order was issued for construction of the Rogue’s Wind project. See also Section 6A(2) below.
	Refinancing of Towantic – in June 2024, Towantic signed a refinancing agreement. See also Section 9 below.
	Refinancing Fairview – in August 2024, Fairview completed a refinancing transaction. See also Section 9 below.
Group headquarters	Raising of capital – in July 2024, the Company completed raising of capital, in the amount of about NIS 800 million.
	Credit rating – in July 2024, S&P Maalot reconfirmed the credit rating of the Company and its debentures at the level of ilA– and updated the rating outlook from negative to stable.

(*)

The above chart does not include increase in the holdings in the Shore and Maryland power plants and the investment agreement in the renewable‑energy area, which as at the approval date of the report had not yet been signed and/or completed. In addition, the CPV Group has additional projects in the area of carbon capture potential with a scope about 5GW in initial development stages.

(**)

The early development does not include the Hadera 2 project, with a capacity of above‑mentioned 850 megawatts, in light of the Government’s decision to reject the plan, as stated in Section 10A below. In addition, the development backlog does not include the Ramat Beka 2 project, since as at the approval date of the report the win in tender had not yet occurred, as stated in Section 6 below.

2.	Brief description of the areas of activity

3.	Main Developments in the Business Environment

3.1

General

A.

Macro‑economic environment (particularly inflation and interest) – for details regarding the business environment and the macro‑economic situation in which the Group companies operate, significant changes that occurred in 2022–2023 and the impact thereof on the Group’s activities – see Section 3.1A of the Report of the Board of Directors for 2023.

*

The dollar/shekel exchange rate shortly before the approval date of the report (on August 16, 2024, is 3.683.

3.	Main Developments in the Business Environment (Cont.)

3.1

General (Cont.)

B.

Domestic and geopolitical instability in the defense (security) situation in Israel – 2023 was characterized by significant instability against the background of internal domestic events and geopolitical defense (security) matters as stated in the Report of the Board of Directors for 2023. As at the approval date of this report, the war that broke out on October 7, 2023 is still ongoing, including increased combat activities and defense (security) tension in additional areas. In this regard, it is noted that against the background of the War and the geo‑political defense (security) instability, in April 2024, the State of Israel withstood an air strike of missiles from Iran. The war and the security situation led to impacts and restrictions on the Israeli economy that include, among other things and based on the actual situation, reduction of economic activities, a large call for military reserves duty (soldiers), limitations on gatherings in work places and public areas, restrictions on carrying on classes in the educational system, temporary closing of air traffic routs, etc. As at the approval date of the report, most of the said restrictions had been gradually relaxed, according to the security situation existing in the State and the relevant combat areas

C.

Global events and broad impacts on raw‑material prices and the supply chain – for details – see Section 3.1C of the Report of the Board of Directors for 2023.

3.	Main Developments in the Business Environment (Cont.)

3.2

Activities in Israel

D.

Update of the electricity tariffs – on February 1, 2024, the annual update to the tariff for 2024 for electricity consumers of Israel Electric Company entered into effect. Pursuant to the decision, the generation component was updated to NIS 0.3007 per kilowatt hour, a decrease of 1.1% compared with the generation component at the end of 2023 – this being mainly due to the surplus receipts expected from sale of the Eshkol power plant, which led to a reduction in the generation sector. In addition, as part of the said tariff update decision, it was noted that pursuant to the decision designation of the receipts from sale of Eshkol was determined – the surplus receipts from the sale will first be used to cover expenses incurred during the war, including costs of diesel oil, and only thereafter will the surplus receipts be used to cover non‑recurring past expenses.

E.

Supplementary arrangements and granting of a supply license to Rotem – further to that stated in Section 3.2E of the Report of the Board of Directors for 2023 regarding a proposed decision regarding the matter of supplementary arrangements and imposition of certain covenants on Rotem (“the Hearing”), on March 13, 2024 a decision of the Electricity Authority was announced further to the Hearing (“the Decision”). In general, the arrangements in the Decision are not significantly different than the arrangements included in the Hearing, which include, among other things, imposition of certain covenants on Rotem, including with respect to the matter of deviations from the consumption plans and the market model, along with provision of a supply license to Rotem, this being against the background of the intention of the Electricity Authority to consolidate in many respects the regulation applicable to Rotem with that of other bilateral electricity generators, and thus, to permit Rotem to operate in the energy market in a manner similar and equal to the said generators. The Decision entered into effect on July 1, 2024 and for the period covering Rotem’s generation license. For additional details – see Section 7.3.18.5 of Part A of the Periodic Report for 2023.

F.

Decision regarding the matter of “smart meters” – pursuant to the decision of the Electricity Authority, which entered into effect on July 1, 2024 with respect to virtual suppliers (which do not have means of generation) and will enter into effect on November 1, 2024 with respect to conventional suppliers (which have means of generation, such as the Company) it will be possible to assign household consumers with no smart meter to private transactions based on a normative consumption model of a household consumer. The Decision permits the Company to increase the diversity of its customers by means of selling electricity directly and/or indirectly to all households.

3.2

Activities in Israel (Cont.)

G.

Public call regarding bilateral market regulation for generation facilities in the transmission network – on April 17, 2024, the Electricity Authority published a public call with respect to principles for a bilateral market regulation for generation facilities in the transmission network. Pursuant to the public call, the Electricity Authority is considering determination of a regulation whereby facilities for generation of renewable energy and storage facilities that are connected to the transmission network will be permitted to sell the electricity generated in bilateral transactions pursuant to a mechanism whereby the generator will sign a deal with a virtual supplier for sale of availability, which will convey the supplier a right to acquire energy from the network at the market price, in a capacity that will conform to the facility’s technology through use of a “conformance coefficient”, as detailed in the public call, in every year up to the amount of the capacity stated in the availability certificate it acquired from the generator, and the generator will commit to operate in accordance with the market model. In addition, the supplier and the generator will sign a financial hedging transaction covering the energy generated in the facility. According to the public call, in the first stage it will apply solely to generation facilities using renewable energy, including with integrated storage, and to independent storage facilities that are connected to the transmission network, provided that certain conditions specified in the public call have been met. It is noted that the Ramat Beka solar project that is being developed by the Company (including in connection with the additional win if realized), might operate under this regulation, to the extent it is actually advanced and subject to the final regulations that will be determined (if any).

H.

Additional information regarding the renewable energy activities in Israel – as part of the Company’s strategy to expand its activities in the generation and supply sector utilizing renewable sources in Israel, as stated in Section 7.9 of Part A of the Annual Report for 2023, the Company engages in and/or attempts to engage in transactions for acquisition of rights in renewable energy projects in Israel (particularly solar and/or storage) and/or acquisition of rights in lands designated for projects as stated, including as part of projects in the framework of joint ventures with holders of rights in projects or lands as stated.

3.3

Activities in the U.S.

I.

Electricity and natural gas prices

*

Based on Day‑Ahead prices as published by the relevant ISO.

3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

I.

Electricity and natural gas prices (Cont.)

3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

I.

Electricity and natural gas prices (Cont.)

*

Based on electricity prices as shown in the above table, with a discount for the thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio of 6.5 MMBtu/MWh for Three Rivers, Towantic and Fairview. It is clarified that the actual energy margins of the power plants of the CPV Group could be significantly different due to, among other things, the existence of Power Basis and a different breakdown in the scope of the electricity sold in the peak and off‑peak hours in CPV’s power plants and that shown above (which was calculated based on the assumption of generation in all the hours of the 24‑hour period).

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3.3

Activities in the U.S. (Cont.)

J.

Capacity revenues

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3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

J.

Capacity revenues (Cont.)

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5

That stated in this Section regarding the estimate of the CPV Group constitutes “forward‑looking” information as it is defined in the Securities Law, regarding which there is no certainty it will be realized. Ultimately, the revenues of the CPV Group from availability could be different (even significantly) as a result of, among other things, regulatory changes (including appeal processes or other processes in the PJM market or as part of other municipal authorities), operating factors, changes in the business environment and/or the occurrence of one or more of the risk factors to which the CPV Group is exposed.

3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

J.

Capacity revenues (Cont.)

3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

J.

Capacity revenues (Cont.)

K.

Additional information regarding the activities in the U.S.

1.

Further to that stated in Section 17.1 of Part A of the Periodic Report for 2023, as part of the activities of the CPV Group to strengthen its position as a significant player in the energy transition area through, among other things, holding and managing effective and reliable conventional means (natural gas), which will support the rising demand for electricity in the U.S., the CPV Group is examining business possibilities/opportunities with respect to increasing its holdings in certain of the power plants it holds, subject to formulation of appropriate terms with the other holders in the said power plants. For details regarding undertakings of the CPV Group signed in July 2024 for acquisition of additional rights in the Shore and Maryland power plants – see Section 10C below. As at the date of the report, there is no certainty that these activities and/or additional similar activities will be executed and/or will come to fruition.

3.	Main Developments in the Business Environment (Cont.)

3.3

Activities in the U.S. (Cont.)

K.

Additional information regarding the activities in the U.S. (Cont.)

2.

Further to that stated in Section 8.1.4 of Part A of the Periodic Report for 2023, in April 2024 the U.S. EPA (Environmental Protection Agency) published final emissions’ regulations in the framework of the Clean Air Act. Pursuant to the new rules, up to January 1, 2032, a reduction of emissions will be required at a carbon‑capture rate of 90% for coal‑fired generation facilities that are expected to operate after 2039 and new baseload natural gas-fired power plants (that were not under construction as at May 2023). Less stringent requirements were provided for, among other things, existing coal‑fired generation facilities that integrate natural‑gas fired generation that are expected to discontinue their operations prior to 2039. For new gas turbines, the regulations require that full baseload (as defined) generation through use of natural gas combustion will be executed with maximum utilization of efficient technologies in order to limit emissions to no more than 800 lbs. CO2/MWh-gross until January 1, 2032 and thereafter a reduction to 100 lbs. CO2/MWh-gross via 90% carbon capture or co-firing with hydrogen. Efficiency requirements and reduced emission restrictions were provided with respect to gas turbines that generate at a partial baseload or a low baseload. The various states have two years to develop compliance plans for the existing coal plants but compliance for new natural gas plants (the construction of which started after 2023) is immediate. In July 2024, the U.S. Appeals Court rejected a request for an injunctive order filed by several state Attorneys General with respect to the new regulations, which is intended to stay their enforcement.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS)

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income6

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6	The results of the associated companies in the U.S. (mainly in the Energy Transition segment) are presented in the category “Company’s share in earnings of associated companies”.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

(2)

Changes in the cost of sales and provision of services (not including depreciation and amortization):

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

(2)

Changes in the cost of sales and provision of services (not including depreciation and amortization): (Cont.)

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(1)

Calculation of the Group’s share in the proportionate EBITDA of associated companies (in millions of NIS):

For the six months ended June 30, 2024		Fairview				Towantic				Maryland				Shore*				Valley				Three Rivers				Total
Revenues from sales of energy			102				93				67				76				168				26				532
Cost of natural gas			47				46				36				43				69				18				259
Carbon emissions tax (RGGI)**			–				16				11				22				35				–				84
Cost of sales – other expenses (without depreciation and amortization)			1				2				3				3				3				1				13
Gain on realization of transactions hedging  the electricity margins			15				3				8				8				39				11				84
Net energy margin			69				32				25				16				100				18				260
Revenues from capacity payments			8				56				6				9				29				2				110
Other income			2				4				3				3				1				1				14
Gross profit			79				92				34				28				130				21				384
Fixed costs (without depreciation and amortization)			5				10				9				15				34				6				79
Administrative and general expenses (without depreciation and amortization)			2				2				2				3				4				1				14
Group’s share in proportionate adjusted EBITDA of associated companies			72				80				23				10				92				14				291

For the six months ended June 30, 2023		Fairview				Towantic				Maryland				Shore*				Valley				Three Rivers				Total
Revenues from sales of energy			107				95				72				53				124				–				451
Cost of natural gas			50				58				40				32				56				–				236
Carbon emissions tax (RGGI)**			–				12				10				9				18				–				49
Cost of sales – other expenses (without depreciation and amortization)			1				2				4				3				3				–				13
Gain on realization of transactions hedging the electricity margins			24				(2	)			3				1				52				–				78
Net energy margin			80				21				21				10				99				–				231
Revenues from capacity payments			15				49				10				16				25				–				115
Other income			2				4				2				2				1				–				11
Gross profit			97				74				33				28				125				–				357
Fixed costs (without depreciation and amortization)			5				9				9				16				36				–				75
Administrative and general expenses (without depreciation and amortization)			2				2				2				2				4				–				12
Group’s share in proportionate adjusted EBITDA of associated companies			90				63				22				10				85				–				270

*

At the Shore power plant – gas transport costs (totaling in the first quarter of 2024 and 2023 about NIS 11 million) that are classified in accordance with IFRS 16 as depreciation expenses and, accordingly, are not included in the adjusted EBITDA.

**

It is noted that as at the approval date of the report, in Pennsylvania RGGI is not imposed. For details regarding a legal proceeding underway regarding the matter and possible implications of imposition of RGGI on costs of the Fairview power plant and the electricity prices throughout the PJM – see Section 8.1.5B of Part A of the Periodic Report for 2023. In the period of the report, there was an increase of 48% in the average RGGI tariff compared with the corresponding period last year.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(2)

Set forth below is a breakdown of the adjusted EBITDA after proportionate consolidation data broken down by the subsidiaries (on a consolidated basis) and the associated companies (on a proportionate basis, based on the rate of the holdings of the CPV Group therein) (in NIS millions):

*

See Section 3 below.

**

The accompanying business activities in Israel include mainly virtual supply activities through OPC Israel, sale of electricity from facilities for generation of energy on the customer’s premises through OPC Power Plants and commerce in natural gas, including with third parties through OPC Natural Gas.

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4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(3)

Set forth below is additional information regarding the revenues, net (in Israel net of infrastructure services and in the U.S. – revenues from sale of energy, availability and other), adjusted EBITDA after proportionate consolidation, FFO and net cash flows after service of the project debt of the Group’s active power plants broken down by activity segments and subsidiaries (on a consolidated basis) and the associated companies (on a proportionate basis, based on the rate of the holdings of the CPV Group therein) (in NIS millions):

				For the Six Months Ended June 30, 2024																For the Six Months Ended June 30, 2023
		Basis of						Adjusted								Net cash								Adjusted								Net cash
		presentation						EBITDA								flows								EBITDA								flows
		in the						after								after								after								after
Main		Company’s						proportionate								service of								proportionate								service of
projects in		financial		Net				consol-								project				Net				consol-								project
operation		statements		revenues				idation				FFO				debt				revenues				idation				FFO				debt
Rotem9		Consolidated			417				147				114				114				428				174				149				149
Hadera10		Consolidated			153				38				15				(33	)			148				42				24				3
Zomet11, 12		Consolidated			153				87				65				48				4				2				–				–
Gat11		Consolidated			68				28				9				7				37				10				(1	)			(1	)
Accompanying
business activities		Consolidated			53				(1	)			28				28				103				(4	)			11				11
Total operating
projects in Israel and
accompanying
business activities					844				299				231				164				720				224				183				162
Fairview		Associated (25%)			112				72				63				27				124				90				88				8
Towantic		Associated (26%)			153				80				66				10				148				63				38				(30	)
Maryland13		Associated (25%)			76				23				(5	)			(2	)			84				22				8				5
Shore14		Associated (37.5%)			88				10				(5	)			(5	)			71				10				(9	)			(9	)
Valley		Associated (50%)			198				92				50				11				150				85				65				11
Three Rivers11		Associated (10%)			29				14				6				9				–				–				–				–
Total energy
transition in the U.S.15					656				291				175				50				577				270				190				(15	)
Keenan		Consolidated			48				31				28				1				43				27				27				3
Mountain Wind11		Consolidated			40				22				16				7				17				9				14				11
Maple Hill11		Consolidated			23				18				10				10				–				–				–				–
Stagecoach16		Consolidated			14				6				4				4				–				–				–				–
Total renewable
energy in the U.S.					125				77				58				22				60				36				41				14

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4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

C.

Analysis of the change in adjusted EBITDA – Israel segment

1.

Energy margin – the increase stems mainly from a decrease in the natural gas prices, in the amount of about NIS 23 million, as a result of the entry into effect of the Energean agreement commencing from the end of the first quarter of 2023. On the other hand, there was a decrease of about NIS 10 million as a result of a decline in customer consumption and a drop in the generation tariff along with an increase in the natural gas price due to the strengthening of the dollar against the shekel, in the amount of about NIS 8 million.

2.

Availability (operational) – as stated in Section 7.11.1 of Part A of the Periodic Report for 2023, in the period of the report, the Rotem and Hadera power plants were shut down for various time periods for purposes of maintenance work, which had a negative impact on their results in the period of the report, including compared with the corresponding period last year.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

C.

Analysis of the change in adjusted EBITDA – Israel segment (Cont.)

3.

Commercial operation of Zomet and acquisition of Gat – in the period of the report, planned maintenance was performed a number of times at the Zomet power plant which had a negative impact on the power plant’s availability (for details – see Section 4H) and on its results accordingly. It is noted that maintenance in a similar format in Zomet is planned for the second half of 2024.

4.

One‑time events – for details regarding events in the first quarter of 2023 – see Note 28C(3) to the  annual financial statements.

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17

That stated with respect to the Company’s estimate regarding completion of the maintenance work, the date thereof and its impact on the Group’s results constitutes “forward‑looking” information as it is defined in the Securities Law, regarding which there is no certainty it will be realized. Ultimately, delays in completion of the maintenance and return of the power plant to operation could be caused, this being due to, among other things, various factors, such as, impacts of the defense (security) situation in Israel (including in connection with movement and arrival of equipment and teams and execution of maintenance activities), breakdowns in performance of the maintenance, operational failures and/or other factors that are not under the Company’s control.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

D.

Analysis of the change in adjusted EBITDA after proportionate consolidation – energy transition segment in the U.S.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

E.

Additional details regarding electricity hedges and guaranteed capacity payments in the Energy Transition segment in the U.S.

(*)

Pursuant to the policy for hedging electricity margins as at the date of the report, in general the CPV Group seeks to hedge up to 50% of the scope of the expected generation. The actual hedge rate could ultimately be different.

(**)

The net energy margin is the energy margin (Spark Spread) plus/minus Power Basis less carbon tax and other variable costs. For details regarding the manner of calculation of the electricity margin (Spark Spread) – see Section 3.3I above. The market prices of energy margin are based on future contracts for electricity and natural gas.

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4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

F.

Analysis of the change in net income (in millions of NIS)

(1)

Most of the increase stems from depreciation expenses of the Zomet power plant (about NIS 22 million) and Maple Hill (about NIS 9 million) that were commercially operated at the end of the second and fourth quarters of 2023, respectively, and the Mountain Wind power plant (about NIS 8 million), which was consolidated for the first time in the second quarter of 2023.

(2)

Most of the increase stems from financing expenses relating to the Zomet power plant, in the amount of about NIS 41 million, the Gat power plant, in the amount of about NIS 7 million, the Mountain Wind power plant, in the amount of about NIS 5 million, and financing expenses that were recorded in the statement of income in respect of the financing framework of a renewable energy projects in the U.S., in the amount of about NIS 14 million.

(3)

An increase in other expenses in the first quarter of 2024, in the amount of about NIS 21 million, stems from an impairment of value of Gnrgy. For additional details regarding an agreement for sale of Gnrgy shares – see Note 6B to the interim statements. In addition, there was an increase, in the amount of about NIS 31 million, stemming from a loss from impairment of value of Hadera 2 due to the government’s decision to reject the plan – for additional details see Note 10F to the interim financial statements.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

G.

Adjustments to EBITDA after proportionate consolidation and net income (in millions of NIS)

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

H.

Detail generation

(1)

The generation potential is the net generation capability adjusted for temperature and humidity.

(2)

The actual net generation in the period.

(3)

The actual generation percentage is the net electricity generated divided by the generation potential.

4.	Analysis of the results of operations for the Six Months Ended June 30, 2024 (in millions of NIS) (Cont.)

H.

Detail generation (in millions of kilowatt/hours) (Cont.)

(1)	The potential generation is the gross generation capability during the period after planned maintenance and less the electricity used for the power plant’s internal purposes.

(2)	The net generation of electricity is the gross generation during the period less the electricity used for the power plant’s internal purposes.

(3)	The actual generation percentage is the quantity of the net electricity generated in the facilities compared with the maximum quantity that can be generated in the period.

(*)

It is noted that the generation data of the Gat, Zomet, Three Rivers, Mountain Wind and Maple Hill power plants were included starting from the initial consolidation date or the commercial operation date, as applicable, which took place in 2023. The Stagecoach power plant was operated for the first time in the second quarter of 2024.

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS)

A.

Statement of income

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

(2)

Changes in the cost of sales and provision of services (not including depreciation and amortization):

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

A.

Statement of income (Cont.)

(2)

Changes in the cost of sales and provision of services (not including depreciation and amortization): (Cont.)

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(1)

Calculation of the Group’s share in the proportionate EBITDA of associated companies (in millions of NIS):

*

At the Shore power plant – gas transport costs (totaling in the second quarter of 2024 and 2023 about NIS 5 million) that are classified in accordance with IFRS 16 as depreciation expenses and, accordingly, are not included in the adjusted EBITDA.

**

It is noted that as at the approval date of the report, in Pennsylvania RGGI is not imposed. For details regarding a legal proceeding underway regarding the matter and possible implications of imposition of RGGI on costs of the Fairview power plant and the electricity prices throughout the PJM – see Section 8.1.5B of Part A of the Periodic Report for 2023. In the period of the report, there was an increase of 62% in the average RGGI compared with the corresponding quarter last year.

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(2)

Set forth below is a breakdown of the adjusted EBITDA after proportionate consolidation data broken down by the subsidiaries (on a consolidated basis) and the associated companies (on a proportionate basis, based on the rate of the holdings of the CPV Group therein) (in NIS millions):

*

See Section 3 below.

**

The accompanying business activities in Israel include mainly virtual supply activities through OPC Israel, sale of electricity from facilities for generation of energy on the customer’s premises through OPC Power Plants and commerce in natural gas, including with third parties through OPC Natural Gas.

---

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

B.

EBITDA, FFO and net cash flows after service of the project debt (Cont.)

(3)

Set forth below is additional information regarding the revenues, net (in Israel net of infrastructure services and in the U.S. – revenues from sale of energy, availability and other), adjusted EBITDA after proportionate consolidation, FFO and net cash flows after service of the project debt of the Group’s active power plants broken down by activity segments and subsidiaries (on a consolidated basis) and the associated companies (on a proportionate basis, based on the rate of the holdings of the CPV Group therein) (in NIS millions):

				For the Three Months Ended June 30, 2024																For the Three Months Ended June 30, 2023
		Basis of						Adjusted								Net cash								Adjusted								Net cash
		presentation						EBITDA								flows								EBITDA								flows
		in the						after								after								after								after
Main		Company’s						proportionate								service of								proportionate								service of
projects in		financial		Net				consol-								project				Net				consol-								project
operation		statements		revenues				idation				FFO				debt				revenues				idation				FFO				debt
Rotem20		Consolidated			204				71				13				13				207				73				22				22
Hadera21		Consolidated			70				9				5				(5	)			68				16				6				(4	)
Zomet22		Consolidated			79				30				26				9				4				2				–				–
Gat		Consolidated			32				12				(17	)			(19	)			37				10				(1	)			(1	)
Accompanying
business activities		Consolidated			35				1				(11	)			(11	)			64				(2	)			8				8
Total operating
projects in Israel
and accompanying
business activities					420				123				16				(13	)			380				99				35				25
Fairview		Associated (25%)			49				32				26				7				57				34				38				9
Towantic		Associated (26%)			61				34				26				11				67				32				21				(3	)
Maryland23		Associated (25%)			41				14				–				(2	)			37				11				(8	)			(4	)
Shore		Associated (37.5%)			40				2				–				–				28				1				(1	)			(1	)
Valley		Associated (50%)			81				22				(5	)			(6	)			56				9				2				(10	)
Three Rivers22		Associated (10%)			14				6				2				–				–				–				–				–
Total energy
transition in the U.S.24					286				110				49				10				245				87				52				(9	)
Keenan		Consolidated			25				16				15				–				19				11				13				–
Mountain Wind		Consolidated			17				7				5				10				17				9				14				11
Maple Hill22		Consolidated			15				11				4				4				–				–				–				–
Stagecoach25		Consolidated			14				6				4				4				–				–				–				–
Total renewable
energy in the U.S.					71				40				28				18				36				20				27				11

---

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

C.

Analysis of the change in adjusted EBITDA – Israel segment

1.

Availability (operational) – the decrease stems mainly from a partial shutdown of the Hadera power plant as described in Section 4C(2) above.

2.

Commercial operation of Zomet and acquisition of Gat – for details regarding planned maintenance that was performed in the second quarter of 2024 at the Zomet power plant and maintenance work that is expected to be performed in the second half of 2024 in the Zomet and Gat power plants – see Section 4H above.

5.	Analysis of the results of operations for the Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

D.

Analysis of the change in adjusted EBITDA after proportionate consolidation – energy transition segment in the U.S. (Cont.)

5.	Analysis of the results of operations for Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

E.

Analysis of the change in net income (in millions of NIS)

(1)

Most of the increase stems from depreciation expenses of the Zomet power plant (about NIS 10 million) and Maple Hill (about NIS 4 million) that were commercially operated in the second and fourth quarters of 2023, respectively.

(2)

Most of the increase stems from financing expenses relating to the commercial operation of the Zomet power plant, in the amount of about NIS 21 million, financing expenses that were recorded in the statement of income in respect of the financing framework of a renewable energy project in the U.S., in the amount of about NIS 5 million, and expenses in respect of linkage differences (mainly in respect of the debentures (Series B)) in the amount of about NIS 5 million.

5.	Analysis of the results of operations for Three Months Ended June 30, 2024 (in millions of NIS) (Cont.)

F.

Adjustments to EBITDA after proportionate consolidation and net income (in millions of NIS)

1.

Main details with reference to construction projects in Israel (held at 100% ownership by OPC Israel, which is 80% held by the Company)26:

Total

Power

Date/

Total

construction

plants/

expectation

expected

cost as at

facilities

of the start

construction

June 30,

for

of the

Main

cost

2024

generation

Capacity

commercial

customer/

(NIS

(NIS

of energy

Status

(megawatts)

Location

Technology

operation

consumer

millions)

millions)

OPC Sorek 2 Ltd. (“Sorek 2”)

Under construction

≈ 87

On the premises of the Sorek B seawater desalination facility

Powered by natural gas, cogeneration

Fourth quarter of 202427

Yard consumers and the System Operator

≈ 205

≈ 170

---

26

That stated in connection with projects that have not yet reached operation, including with reference to the expected operation date, the technologies and/or the anticipated cost of the investment, is “forward‑looking” information, as it is defined in the Securities Law, which is based on, among other things, the Company’s estimates and assumptions as at the approval date of the report and regarding which there is no certainty it will be realized (in whole or in part). Completion of the said projects (or any one of them) may not occur or may occur in a manner different than that stated above, among other things due to dependency on various factors, including those that are not under the Company’s control, including assurance of connection to the network and output of electricity from the project sites and/or connection to the infrastructures (including gas infrastructures), receipt of permits, completion of planning processes and licensing, completion of construction work, final costs in respect of development, construction, equipment and acquisition of rights in land, the proper functioning of the equipment and/or the terms of undertakings with main suppliers (including lenders), and there is no certainty they will be fulfilled, the manner of their fulfillment, the extent of their impact or what their final terms will be. Ultimately technical, operational or other delays and/or breakdowns and/or an increase in expenses could be caused, this being as a result of, among other things, factors as stated above or as a result of occurrence of one or more of the risk factors the Company is exposed to, including construction risks (including force majeure events and the War and its impacts), regulatory, licensing or planning risks, macro‑economic changes, delays and increased costs due relating to the supply chain and changes in raw‑material prices and etc. For additional details regarding risk factors – see Section 19 of Part A of the Periodic Report for 2023. It is further clarified that delays in completion of the projects beyond the date originally planned for this could impact the ability of the Company and the Group companies to comply with their obligations to third parties, including authorities, conditions of permits, lenders, yard consumers, customers and others, in connection with the projects, and cause a charge for additional costs, payment of compensation or starting of proceedings (including under guarantees provided).

6.	Initiation and Construction Projects (Cont.)

1.

Main details with reference to construction projects in Israel (held at 100% ownership by OPC Israel, which is 80% held by the Company)26: (Cont.)

---

6.	Initiation and Construction Projects (Cont.)

1.

Main details with reference to construction projects in Israel (held at 100% ownership by OPC Israel, which is 80% held by the Company)26: (Cont.)

---

29

Development of the project on the land sites (in whole or in part, including in the format of a consolidated project), its construction and operation are exposed to various risk factors that generally apply to the Company’s activities, particularly risks relating to completion of the development processes, regulatory risks, market risks (including macro conditions), dependency on infrastructures and assurance of connection to and a place in the network and the infrastructure suppliers, and construction risks of the projects. For details regarding the Company’s risk factors – see Section 19 to Part A of the Company’s Periodic Report for 2023.

6.	Initiation and Construction Projects (Cont.)

2.

Main details regarding construction projects in the area of renewable energy as at the date of the report using solar and wind technology in the U.S. (held 100% by the CPV Group, which is 70% held by the Company)30

---

6.	Initiation and Construction Projects (Cont.)

2.

Main details regarding construction projects in the area of renewable energy using solar technology in the U.S. (held 100% by the CPV Group, which is 70% held by the Company)30

Total

expected

Total

construction

construction

cost net

cost

Regulated

for 100%

as at

Expected

market

of the

Tax

June 30,

commercial

after

project

equity

2024

Capacity

operation

Commercial

the PPA

(NIS

(NIS

(NIS

Expectation for a first full calendar year

Project

(megawatts)

Location

date

structure

period

millions)

millions)

millions)

in the period of the PPA agreements

Cash flows

after tax

Revenues

EBITDA

partner

(NIS

(NIS

(NIS

millions)

millions)

millions)

CPV Backbone Solar, LLC (“Backbone”)

179 MWdc

Maryland

Second half of 2025

Long-term PPA31 (including green certificates)

PJM + MD SRECs

≈ 1,185 (≈ $315 million)

≈ 432 (≈ $115 million)32

≈ 635 (≈ $169 million)

≈ 71 (≈ $19 million)

≈ 49 (≈ $13 million)

≈ 39 (≈ $11 million)

---

6.	Initiation and Construction Projects (Cont.)

2.

Main details regarding construction projects in the area of renewable energy using solar technology in the U.S. (held 100% by the CPV Group, which is 70% held by the Company)30

Total

expected

Total

construction

construction

cost net

cost

Regulated

for 100%

as at

Expected

market

of the

Tax

June 30,

commercial

after

project

equity

2024

Capacity

operation

Commercial

the PPA

(NIS

(NIS

(NIS

Expectation for a first full calendar year

Project

(megawatts)

Location

date

structure

period

millions)

millions)

millions)

in the period of the PPA agreements

Cash flows

after tax

Revenues

EBITDA

partner

(NIS

(NIS

(NIS

millions)

millions)

millions)

CPV Rogue’s Wind, LLC (“Rogues”)33

114

Pennsylvania

First half of 2026

Long-term PPA34 (including green certificates)

PJM MAAC

≈ 1,372 (≈ $365 million)

≈ 613 (≈ $163 million)35

≈ 64 (≈ $17 million)

≈ 89 (≈ $24 million)

≈ 67 (≈ $18 million)

≈ 56 (≈ $15 million)

---

6.	Initiation and Construction Projects (Cont.)

*

It is noted that out of the total backlog of the development projects, as stated above, about 500 megawatts of renewable energy are in the PJM market in the advanced development stage, and about 4,500 megawatts (of which about 1,000 megawatts are renewable energy) are in the preliminary development stage. The said data takes into account the publication of PJM from May 2024 regarding the projected treatment dates of the requests submitted for connection agreements.

(1)

As at the date of the report, the construction of the Rogue’s Wind wind project had started. For details – see Section 6A(2) above.

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Category		06/30/2024				12/31/2023			Board’s Explanations
Current Assets
Cash and cash equivalents			722				1,007		For details – see the Company’s consolidated statements of cash flows in the interim financial statements and Part 8 below.
Short-term restricted cash and deposits			5				2
Trade receivables			360				247		Most of the increase, in the amount of about NIS 88 million, stems from an increase in the balances of customers in Israel, mainly due to seasonal factors in the electricity tariff.
Receivables and debit balances			365				404		Most of the decrease, in the amount of about NIS 20 million, stems from a decrease in the balance of the prepaid expenses.
Short-term derivative financial instruments			13				12
Total current assets			1,465				1,672

7.	Financial Position as at June 30, 2024 (in millions of NIS) (Cont.)

Category		06/30/2024				12/31/2023			Board’s Explanations
Non-Current Assets
Long-term deposits and restricted cash			58				59
Long-term prepaid expenses and other receivable			183				190
Investments in associated companies			2,661				2,550		The increase stems mainly from equity earnings of the CPV Group, in the amount of about NIS 85 million and from an increase in the shekel/dollar exchange rate, in the amount of about NIS 93 million, offset by other comprehensive loss, in the amount of about NIS 69 million. For additional details regarding investments in associated companies – see Section 4D above.
Deferred tax assets			38				57
Long-term derivative financial instruments			60				51
Property, plant and equipment			6,680				6,243		Most of the increase stems from investments in Israel and the U.S. (mainly in construction and development projects), in the amount of about NIS 127 million and about NIS 390 million, respectively, and an increase of about NIS 72 million, in property, plant and equipment in the U.S. due to an increase in the shekel/dollar exchange rate. This increase was partly offset by a loss from impairment of value with respect to the Hadera 2 project, in amount of about NIS 31 million, and was offset by depreciation expenses on property, plant and equipment.
Right-of use assets and long-term deferred expenses			622				631
Intangible assets			1,168				1,165
Total non-current assets			11,470				10,946
Total assets			12,935				12,618

7.	Financial Position as at June 30, 2024 (in millions of NIS) (Cont.)

Category		06/30/2024				12/31/2023			Board’s Explanations
Current Liabilities
Loans and credit from banks and financial institutions (including current maturities)			146				391		Most of the decrease stems from a short‑term credit framework repaid by OPC Israel Holdings, in the amount of NIS 200 million, and a decrease in the current maturity of the Zomet loan, in the amount of about NIS 40 million.
Current maturities of debt from holders of non-controlling interests			29				32
Current maturities of debentures			202				192
Trade payables			319				257		Most of the increase stems from an increase in the scope of the activities in the renewable energies segment and supply to customers (retail) activities in the U.S.
Payables and other credit balances			438				403		Most of the increase stems from an increase, in the amount of about NIS 29 million, in the balance of VAT payable.
Short-term derivative financial instruments			7				8
Total current liabilities			1,141				1,283

7.	Financial Position as at June 30, 2024 (in millions of NIS) (Cont.)

Category		06/30/2024				12/31/2023			Board’s Explanations
Non-Current Liabilities
Long-term loans from banks and financial institutions			2,880				2,865
Long-term debt from holders of non-controlling interests			469				422		Most of the increase derives from an increase in the balance of the long‑term loans from holders of non‑controlling interests in the CPV Group, where an increase of about NIS 24 million relates to new loans and accumulation of principal, and an increase of about NIS 14 million due to an increase in the shekel/dollar exchange rate.
Debentures			1,756				1,647		Most of the increase, in the amount of about NIS 197 million, derives from issuance of the debentures (Series D) and an increase in the linkage differences relating to the debentures (Series B), in the amount of about NIS 18 million. On the other hand, there was a decrease deriving from repayment of debentures, in the amount of about NIS 96 million.
Long-term lease liabilities			201				204
Long-term derivate financial instruments			45				58
Other long-term liabilities			567				399		Most of the increase, in the amount of about NIS 151 million, stems from a commitment in respect of an agreement with a tax partner in the Stagecoach project. For details – see Note 8A(4) to the interim statements.
Liabilities for deferred taxes			495				498
Total non-current liabilities			6,413				6,093
Total liabilities			7,554				7,376
Total equity			5,381				5,242		The increase in the equity stems mainly from other comprehensive income, in the amount of about NIS 113 million, deriving mostly from translation differences in respect of the activities in the U.S., in the amount of about NIS 159 million, offset by the share in the other comprehensive loss of associated companies, in the amount of about NIS 56 million, stemming primarily from application of hedge accounting to transactions hedging electricity margins in the U.S., issuance of equity to holders of non‑controlling interests in the U.S., in the amount of about NIS 34 million, net of a net loss of about NIS 12 million.

		For the
		Six Months Ended
Category		06/30/2024				06/30/2023			Board’s Explanations
Cash flows provided by operating activities			327				160		Most of the increase in the cash flows provided by operating activities stems from an increase in cash‑basis income, in the amount of about NIS 133 million, an increase in the Group’s working capital, in the amount of about NIS 11 million, and an increase in dividends from associated companies in the U.S., in the amount of about NIS 22 million.
Cash flows used in investing activities			(514	)			(1,316	)	Most of the decrease in the cash used in investing activities in the period of the report stems from the fact that in the corresponding period last year the Gat power plant and the Mountain Wind project were acquired, for a consideration of about NIS 268 million and about NIS 625 million, respectively, and a subordinated loan was granted to an associated company in the U.S., in the amount of about NIS 87 million. On the other hand, in the corresponding period last year the Group received cash, in the amounts of about NIS 125 million and about NIS 73 million, in respect of release of short‑term deposits and release of collaterals relating to hedging electricity margins in the CPV Group, respectively.
Cash flows provided by (used in) financing activities			(119	)			1,089		Most of the increase in the cash flows used financing activities stems from amounts received in the corresponding period last year: (1) about NIS 452 million, in respect of a swap of shares of transaction and investment with Veridis; (2) long‑term loans, in the amounts of about NIS 450 million and about NIS 270 million, for purposes of financing the acquisition of the Gat power plant transaction and the acquisition of the Mountain Wind transaction, respectively; and (3) a receipt, in the amount of about NIS 197 million, relating to withdrawals from Zomet’s financing agreement framework.   In addition, in the period of the report the Group repaid short‑term loans and frameworks, in the amount of about NIS 204 million, there was an increase in payments of debentures of about NIS 80 million, there was an increase of about NIS 89 million relating to repayment of long‑term loans (including repayment of debt in Zomet, which started commercial operation at the end of the second quarter of 2023 and including early repayment in Hadera, in the amount of about NIS 25 million), and there was also a decrease of about NIS 197 million in respect of investments and loans received from holders of non‑controlling interests (in the CPV Group).   On the other hand, in the corresponding period last year, the Group repaid a loan to the prior holders of the rights in the Gat power plant, in the amount of about NIS 303 million. In addition, in the period of the report the Company raised about NIS 198 million, resulting from an issuance of debentures (Series D), received about NIS 152 million in respect of the investment of the tax partner in the Stagecoach project, and there was a decline of about NIS 70 million in repayment of long‑terms loans to holders of non‑controlling interests in Israel.

		For the
		Three Months Ended
Category		06/30/2024				06/30/2023			Board’s Explanations
Cash flows provided by operating activities			64				57		Most of the increase in the cash provided by operating activities stems from an increase in the income on a cash basis, in the amount of about NIS 50 million and an increase in dividends from associated companies, in the amount of about NIS 4 million. On the other hand, there was a decrease in the Group’s working capital, in the amount of about NIS 49 million.
Cash flows used in investing activities			(267	)			(1,053	)	Most of the decrease in the cash flows used in investing activities stems from the fact that in the corresponding quarter last year the Company acquired the Mountain Wind project for a consideration of about NIS 625 million and provided a subordinated loan to an associated company in the U.S., in the amount of about NIS 87 million. In addition, in the period of the report there was a decrease of about NIS 140 million in investments in property, plant and equipment in Israel (mainly, in the Zomet project, the commercial operation of which started at the end of the second quarter of 2023). On the other hand, there was an increase in investments in fixed assets in the U.S., in the amount of NIS 80 million.
Cash flows provided by financing activities			78				310		Most of the decrease in the cash flows provided by financing activities stems from long‑term loans, in the amount of about NIS 270 million, for purposes of financing the Mountain Wind acquisition transaction in the corresponding quarter last year, and from a receipt, in the amount of about NIS 97 million, relating to a withdrawal from the Zomet financing agreement framework in the corresponding quarter last year. On the other hand, in the current quarter the Company received about NIS 152 million in respect of the signing of an agreement with a tax partner in the Stagecoach project.

A.

Compositions of the adjusted financial debt, net

(1)

After elimination of debt under construction in the Renewable Energies segment in the U.S. of about NIS 235 million, as detailed in the following table.

(2)

For details of the manner of the calculation – see Section 9A of the Report of the Board of Directors for 2023.

9.	Adjusted financial debt, net (Cont.)

A.

Compositions of the adjusted financial debt, net (Cont.)

(1)	Includes restricted cash, in the amount of about NIS 53 million, in Hadera and in the energy transition segment, the amounts of about NIS 289 million.

(2)	For details regarding signing of two financing agreements in OPC Israel in the aggregate scope of about NIS 1.65 billion and early repayment of the project financing in Zomet and Gat subsequent to the date of the report – see Note 7A(2) to the interim statements.

(3)	Includes mainly balances of cash and cash equivalents in OPC Israel Holdings and OPC Power Plants.

(4)	For details – see Note 16B(5) to the annual financial statements.

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9.	Adjusted financial debt, net (Cont.)

A.

Compositions of the adjusted financial debt, net (Cont.)

(5)	Subsequent to the date of the report, on August 14, 2024, Fairview completed an undertaking in a refinancing agreement that includes the following main terms:

a.

The scope of the liabilities is about NIS 2,325 million ($625 million – the share of the CPV Group is about NIS 581 million (about $156 million)) which is composed of the following loan and frameworks: a long‑term loan in the amount of $550 million, and accompanying credit frameworks in the amount of $75 million (working capital frameworks, letters of credit frameworks, etc.). The scope of the long‑term loan granted under the new financing agreements includes the amount of about NIS 930 million (about U.S.$250 million) beyond the balance of the debt as at June 30, 2024. After payment of the transaction costs use of the cash balances available for distribution, the amount of about NIS 955 million (about $257 million) will be distributed as a dividend to the partners that hold the project – the share of CPV is about NIS 238 million (about $64 million).

The final repayment dates of the long‑term loan and accompanying credit frameworks are August 14, 2031 and August 14, 2030, respectively.

b.

The rate and scope of the repayment of the loan principal changes up to the final repayment date, based on a combination of the repayment (amortization) schedule (1% every year) and a “leveraged‑based cash sweep mechanism” (in the range of 25%–75% based on the ratio of the leverage in the project), which in the estimation of the CPV Group as at the approval date of the report amounts to, cumulatively, about 69% over the entire period of the loan40.

c.

The interest rate on the long‑term loan principal is a SOFR‑based rate plus a margin of 3.5% and the interest rate on the accompanying credit frameworks is a SOFR‑based rate plus a margin of 3%.

d.

The rest of the main conditions of the new financing agreement (grounds for calling for repayment, collaterals and additonal factors), are essentially the same as the conditions as stated in the prior financing agreement, as detailed in Section 8.17.4 of Part A in the Periodic Report, however with an adjustment of the hedging requirement of a minimum interest rate to 50% of the nominal projected balance of the loan for a period of three years starting from the date of the undertaking. Addition of a requirement for coverage of the debt service with a ratio of 1.10 in the last four quarters (pro‑rated) for the measurement periods ending December 2024, March 2025 and June 2025, and cancellation of the requirement of compliance with a minimum debt coverage ratio for distribution.

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40

It is clarified that the said estimate of the CPV Group includes “forward‑looking” information as it is defined in the Securities Law, regarding which there is no certainty it will be realized and its realization depends on market terms, energy prices, availability of hedging transactions as well as additional factors that are not under the CPV Group’s control.

9.	Adjusted financial debt, net (Cont.)

A.

Compositions of the adjusted financial debt, net (Cont.)

(6)	The data shown in the above table relates to the financing agreement that ended on June 27, 2024, on which date Towantic completed an undertaking in a new financing agreement pursuant to the following main terms:

a.

The scope of the liabilities is about NIS 1,360 million (U.S.$363 million – the share of the CPV Group is about U.S.$94 million), which is composed of the following loans and frameworks: a Term A loan in the amount of $265 million, and accompanying credit frameworks in the amount of $98 million (working capital frameworks, letters of credit frameworks, etc.).

b.

The final repayment date of the loans and accompanying credit frameworks is June 30, 2029.

c.

The rate and scope of the repayment of the loan principal changes up to the final repayment date, based on a combination of the repayment schedule and a “targeted debt balance cash sweep” that cumulatively amounts to about 30.5% over the period of the loan. In addition, an additional cash sweep mechanism (from 25% up to 100%) will enter into effect during the period if Towantic does not comply with the cumulative defined minimum revenue requirements pursuant to the new financing agreement. As at the date of the report, Towantic estimates that it will comply with the said defined revenue requirements41.

d.

The interest rate on the loan principal and the accompanying credit frameworks is a SOFR‑based rate plus a margin of 3.75% (4% in the fifth year from the closing date of the agreement42.

(7)

It is noted that as part of the financing agreements, an historical debt‑service coverage ratio financial covenant of 1:1 during the last four quarters was determined for Shore. As at the date of the report, Shore is in compliance with the covenant (1.24). For details regarding disclosure included in the financial statements of Shore as at June 30, 2024, which are attached to the Company’s interim financial statements, relating to circumstances that raise material doubts with respect to the ability of Shore to continue to operate as a “going concern” – see Note 11 to the interim financial statements.

(8)	The rate (%) of the Cash Sweep mechanism is in accordance with the estimate of the CPV Group and it could change based on the provisions of the financing agreements of the projects.

(9)	Includes balances of debt and cash in the Company and cash in ICG Energy Inc. (available for use for all the Group’s needs).

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42	An additional cumulative margin could be added during the period if Towantic does not comply with the defined minimum revenue requirements under the new financing agreement.

9.	Adjusted financial debt, net (Cont.)

A.

Compositions of the adjusted financial debt, net (Cont.)

B.

Interest and linkage bases

C.

Financial covenants

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9.	Adjusted financial debt, net (Cont.)

(*)	Includes the amount of about NIS 101 million in respect of current payments and the amount of about NIS 495 million in respect of payments relating to construction projects.

(**)	In respect of translation of the net financial debt of the U.S. which is denominated in dollars into the Company’s functional currency.

Activities in Israel

A.

Hadera 2 – further to that stated in Section 7.3.15 of Part A of the Periodic Report for 2023, on April 17, 2024 the Government of Israel rejected the plan. Subsequent to the period of the report, Hadera 2 submitted a petition to the High Court of Justice for cancellation of the Government’s decision. For additional details – see Note 10F to the interim statements.

B.

Sorek tender – further to that stated in Section 7.3.6 of Part A of the Periodic Report for 2023, on March 18, 2024 the Electricity Authority published a decision regarding “qualification of bidders in the Sorek tender to receive a generation license considering sectorial and economy‑wide business concentration aspects” whereby it was decided that OPC Power Plants is in compliance with the requirements of the Electricity Sector Regulations (Advancement of Competition in the Generation Sector) (Temporary Order), 2021 regarding the Sorek tender, and the Authority accepted the recommendation of the Business Concentration Committee and determines that the bidders (including OPC Power Plants) comply with the requirements regarding considerations of economy‑wide business concentration considerations. In addition, the submission date for the tender was updated by the Tenders Committee to September 26, 2024.

Activities in the U.S.

C.

Undertaking in an agreement for acquisition and a memorandum of understanding with an increase in holdings in two power plants in the energy transition area in the U.S. – on July 19, 2024, the CPV Group signed a non‑binding memorandum of understanding with another party that includes a binding exclusivity period of 90 days (“the Memorandum of Understanding”) and also signed a binding acquisition agreement with another party (“the Acquisition Agreement”) for acquisition, on a cumulative basis, of additional holdings in the Shore power plant (which should bring the total holdings of the CPV Group in the project to about 70%) and the Maryland power plant (which should bring the total holdings of the CPV Group in the project to about 75%1) (“the Transactions”).

D.

Undertaking in binding agreements with Harrison Street for investment of $300 million in renewable energy activities in the U.S. – for details, see Note 10J to the interim statements.

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11.	Debentures (Series B, Series C and Series D)

12.	Impacts of changes in the macro‑economic environment on the Group’s activities and its results

13.	The significance of the war in Israel to the Group’s business activities

A.

Internal Auditor

B.

Further to that stated in Section 8.18 of Part A of the Periodic Report (Human Resources of the CPV Group):

C.

Undertaking to purchase an insurance policy covering directors and officers – on March 31, 2024, a decision of the Board of Directors entered into effect (after approval by the Remuneration Committee) in connection with renewal of the Company’s undertaking to purchase an insurance policy covering directors and officers46, this being in accordance with the provisions of the Companies Regulations (Leniencies in Transactions with Interested Parties), 200047 and the provisions of the Company’s remuneration policy48. For additional details – see the Company’s Immediate Report dated March 31, 2024 (Reference No.: 2024‑01‑035499).

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46	Including Side A coverage.

15.	Contributions policy

Acquisition of the Gat power plant transaction

	Yair Caspi		Giora Almogy
	Chairman of the Board of Directors		CEO

*	Assumption of a thermal conversion ratio (heat rate) of 6.9 MMBTU/MWh for Maryland, Shore and Valley, and a thermal conversion ratio (heat rate) of 6.5 MMBTU/MWh for Three Rivers, Towantic and Fairview.

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		For the
		six-month
		period				For				For
		July –				the				the
		December				year				year
Power Plant		2024				2025				2026
Fairview
Gas price (Texas Eastern M2, as of 2026: M3)			1.86				2.56				3.51
Electricity price (AEP Dayton (AD))			42.56				44.68				46.70
Electricity margin			30.47				28.02				23.87
Towantic
Gas price (Algoniquin City Gate)			3.62				5.64				5.92
Electricity price (Mass Hub)			54.33				66.92				62.97
Electricity margin			30.81				30.25				24.51
Maryland
Gas price (Transco Zone 5)			2.95				3.99				4.36
Electricity price (PJM West Hub)			48.22				50.81				53.95
Electricity margin			27.86				23.30				23.87
Shore
Gas price (Texas Eastern M3)			2.13				3.16				3.51
Electricity price (PJM West Hub)			48.22				50.81				53.95
Electricity margin			33.51				29.02				29.72
Valley
Gas price (Texas Eastern M3 – 70%, Dominion South Pt – 30%)			2.05				2.96				3.28
Electricity price (New York Zone G)			47.30				56.65				59.97
Electricity margin			33.15				39.21				37.31
Three Rivers
Gas price (Chicago City Gate)			2.52				3.40				3.69
Electricity price (PJM ComEd)			41.47				42.49				43.97
Electricity margin			25.10				20.40				19.97