6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

June 5, 2023

Commission File Number 001-36761

Kenon Holdings Ltd.

(translation of registrant’s name into English)

1 Temasek Avenue #37-02B

Millenia Tower

Singapore 039192

(Address of principal executive offices)

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

Form 20-F  ☒            Form 40-F  ☐

EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.

Exhibits

99.1	Press Release, dated June 5, 2023: Kenon Holdings Reports Q1 2023 Results and Additional Updates
99.2	Q1 2023 Summary Financial Information of Kenon and OPC and Reconciliation of Certain non-IFRS Financial Information

2

SIGNATURES

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

	KENON HOLDINGS LTD.
Date: June 5, 2023	By:	/s/ Robert L. Rosen
	Name:	Robert L. Rosen
	Title:	Chief Executive Officer

3

EX-99.1

 Exhibit 99.1

Kenon Holdings Reports Q1 2023 Results and Additional Updates

Singapore, June 5, 2023. Kenon Holdings Ltd.(NYSE: KEN, TASE: KEN) (“Kenon”) announces its results for Q1 2023 and additional updates.

Q1 and Recent Highlights

OPC

• In March 2023, OPC announced that it completed the acquisition of a power plant in the Kiryat Gat Industrial Zone for total consideration of NIS 870 million (approximately $248 million).

• In May 2023, OPC announced that its subsidiary won a tender of the Israel Land Authority to design renewable energy electricity generation facilities using photovoltaic technology with an option to acquire lease rights in land in Israel for construction for total consideration of NIS 484 million (approximately $133 million).

• Financial results:

• OPC’s net profit in Q1 2023 was $22 million, as compared to $33 million in Q1 2022. OPC’s Q1 2023 net profit included share in profit of CPV of $24 million as compared to $30 million in Q1 2022.

• OPC’s Adjusted EBITDA¹ in Q1 2023 was $24 million, as compared to $32 million in Q1 2022. In addition, OPC’s proportionate share in EBITDA² of CPV associated companies in 2023 was $51 million compared to $43 million in Q1 2022.

ZIM

• Financial results³:

• ZIM reported a net loss in Q1 2023 of $58 million, as compared to net profit of $1.7 billion in Q1 2022.

• ZIM reported Adjusted EBITDA¹ in Q1 2023 of $373 million, as compared to $2.5 billion in Q1 2022.

¹ Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated June 5, 2023 for the definition of CPV’s Adjusted EBITDA and ZIM’s Adjusted EBITDA and a reconciliation to their respective net profit for the applicable period.

² Proportionate share of EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated June 5, 2023 for the definition of OPC’s proportionate share of EBITDA of associated companies and a reconciliation to its share in profit of associated companies for the applicable period.

³ Represents 100% of ZIM’s results. Kenon’s share of ZIM’s results for the three months ended March 31, 2023 was approximately 21% (21% for year ended December 31, 2022).

Discussion of Results for the Three Months ended March 31, 2023

Kenon’s consolidated results of operations from its operating companies essentially comprise the consolidated results of OPC Energy Ltd (“OPC”). Our share of the results of ZIM Integrated Shipping Ltd. (“ZIM”) are reflected under results from associated companies.

See Exhibit 99.2 of Kenon’s Form 6-K dated June 5, 2023 for summary of Kenon’s consolidated financial information; summary of OPC’s consolidated financial information; a reconciliation of OPC’s Adjusted EBITDA (which is a non-IFRS measure) to net profit; summary of financial information of OPC’s subsidiaries; and a reconciliation of ZIM’s Adjusted EBITDA (which is a non-IFRS measure) to net profit.

OPC

The following discussion of OPC’s results of operations is derived from OPC’s consolidated financial statements, as translated into US dollars.

Summary Financial Information of OPC

	For the three months ended March 31,
	2023			2022
	$ millions
Revenue		147			146
Cost of sales (excluding depreciation and amortization)		(103	)		(98	)
Finance expenses, net		(5	)		(6	)
Share in profit of associated companies, net		24			30
Profit for the period		22			33
Attributable to:
Equity holders of OPC		18			25
Non-controlling interest		4			8
Adjusted EBITDA4		24			32
Proportionate share of EBITDA4 of associated companies		51			43

For details of OPC’s results by segment please refer to Appendix A.

Revenue

	For the three months ended March 31,
	2023		2022
	$ millions
Israel		131		134
U.S.		16		12
Total		147		146

Excluding the impact of translating OPC’s revenue from NIS to USD, OPC’s revenue increased by $14 million in Q1 2023, as compared to Q1 2022. Set forth below is a discussion of significant changes in revenue between Q1 2023 and Q1 2022.

OPC’s revenue from the sale of electricity to private customers is derived from electricity sold at the generation component tariffs, as published by the Israeli Electricity Authority (“EA”), with some discount. Accordingly, changes in the generation component tariffs generally affect the prices paid under Power Purchase Agreements by customers of OPC-Rotem and OPC-Hadera. The generation component for Q1 2023 was NIS 0.3094 per KW hour, which is approximately 12% higher than the generation component tariff in Q1 2022 of NIS 0.2760 per KW hour. An update to the hourly demand brackets, which became effective from the beginning of the quarter, had a negative impact on our results from Israel activities and caused a change in the seasonality of our revenues, which is expected to result in a significant increase in our results during the summer period at the expense of the other months of the year (particularly the first quarter).

⁴ Non-IFRS measure.  See Appendix C for a definition of OPC’s EBITDA and Adjusted EBITDA and a reconciliation of these measures to net profit.

2

•  Revenue from sale of energy to private customers in Israel – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by $3 million primarily as a result of an increase in the generation component tariff;

• Revenue from private customers in respect of infrastructure services – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by $12 million primarily as a result of (i) a $9 million increase in the generation component tariff and (ii) a $3 million increase in customer consumption; and

• Revenue from sale of energy to the System Operator and to other suppliers – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues decreased by $5 million as a result of decrease in sale in surplus electricity due to an increase in customer consumption.

Cost of Sales (Excluding Depreciation and Amortization)

	For the three months ended March 31,
	2023		2022
	$ millions
Israel		94		91
U.S.		9		7
Total		103		98

As OPC’s cost of sales (excluding depreciation and amortization) is denominated in NIS, excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, OPC’s cost of sales (excluding depreciation and amortization) increased by $15 million in Q1 2023, as compared to Q1 2022. Set forth below is a discussion of significant changes in cost of sales between Q1 2023 and Q1 2022.

• Natural gas and diesel oil consumption in Israel – Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, such costs increased by $3 million primarily due to the increase in gas prices which is linked to an increase in the generation component tariff and movements in the USD/NIS exchange rate; and

• Expenses for infrastructure services in Israel – Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, such costs increased by $12 million primarily as a result of (i) a $9 million linked to the generation component tariff and (ii) a $3 million increase in customer consumption.

Finance Expenses, net

Finance expenses, net in Q1 2023 was $5 million, which is largely in line with Q1 2022 of $6 million.

Share of Profit of Associated Companies, net

OPC’s share of profit of associated companies, net decreased by $6 million in Q1 2023 to $24 million, as compared to $30 million in Q1 2022, primarily as a result of a decline in gas and electricity prices. This, together with increase in the unavailability of power plant from unplanned maintenance work, contributed to a decrease in energy margins which was partially offset by the realization of hedging gains.

For further details of the performance of associated companies of CPV, refer to OPC’s immediate report published on the Tel Aviv Stock Exchange (“TASE”) on May 24, 2023 and the convenience English translations furnished by Kenon on Form 6-K on May 24, 2023.

Liquidity and Capital Resources

As of March 31, 2023, OPC had cash and cash equivalents of $416 million (excluding restricted cash), restricted cash of $21 million (including debt service reserves of $14 million), and total outstanding consolidated indebtedness of $1,285 million, consisting of $52 million of short-term indebtedness and $1,233 million of long-term indebtedness. As of March 31, 2023, a substantial portion of OPC’s debt was denominated in NIS.

As of March 31, 2023, OPC’s proportionate share of debt (including accrued interest) of CPV associated companies was $842 million and proportionate share of cash and cash equivalents was $17 million.

3

Business Developments

Acquisition of Kiryat Gat Power Plant

In June 2022, OPC, through a subsidiary, had entered into a purchase agreement with Dor Alon Energy in Israel (1988) Ltd. and Dor Alon Gas Power Plants Limited Partnership (together, “Dor Alon”) for the purchase by OPC of a partnership (the “Partnership”) which owns a combined-cycle power plant powered by conventional energy with installed capacity of 75 MW located in the Kiryat Gat area which began commercial operation in November 2019 (the “Power Plant”).

On March 30, 2023, OPC announced that that it completed the acquisition of the Partnership.

In connection with the completion of the acquisition, OPC made payment of NIS 572 million (approximately $163 million), after making adjustments to the working capital and cash balances, and Dor Alon transferred all rights in the Partnership. The payment of NIS 572 million consisted of (i) a payment of NIS 270 million by OPC to Dor Alon, and (ii) repayment by OPC of certain senior debt extended to the Power Plant in the amount of NIS 302 million. The outstanding consideration of approximately NIS 300 million (approximately $86 million) is due to be paid by December 31, 2023.

Acquisition of wind-powered energy power plants in the United States

On April 5, 2023, OPC announced that OPC’s subsidiary, CPV Group LP (“CPV”), through a 100% owned subsidiary, completed the acquisition of 100% of the interests in four operating wind-powered electricity power plants in Maine, United States.

The purchase price for the acquisition was $175 million, after adjustments, of which $100 million was financed with equity from CPV’s shareholders, including OPC, which contributed its portion (i.e. 70%) of such equity investment. CPV financed the remaining purchase price of $75 million with a loan facility with a five year term.

Israel Land Authority tender

On May 10, 2023, OPC announced that, OPC’s subsidiary, OPC Power Plants Ltd. (an 80%-owned subsidiary of OPC), won a tender of the Israel Land Authority (“ILA”) to design renewable energy electricity generation facilities using photovoltaic technology with an option to acquire lease rights for land in Israel for construction in three areas in Neot Hovav Industrial Local Council, with a total area of approximately 2,270 dunams (approximately 561 acres). The amount of total bid submitted by OPC for all three areas, in aggregate, was approximately NIS 484 million (approximately $133 million).

OPC announced that it intends to promote the establishment of a project to generate electricity using photovoltaic technology in these three areas, with an estimated cumulative capacity of 245 megawatts and an estimated storage capacity of 1,375 megawatt hours. The total development cost for solar projects in the three areas is estimated by OPC to be between NIS 2,240 million (approximately $614 million) and NIS 2,375 million (approximately $651 million).

CPV Valley financing arrangement

CPV Valley reached agreements in principle for the extension of the term of a financing agreement, whose contractual repayment date in regard to the loan is scheduled to be due on June 30, 2023. The extension of the term of the financing agreement is subject to obtaining formal approvals and signing final documents, which, are expected to take place before the end of Q2 2023.

ZIM

Discussion of ZIM’s Results⁵ for Q1 2023

ZIM carried approximately 769 thousand TEUs in Q1 2023 representing a 10% decrease as compared to Q1 2022, in which ZIM carried approximately 859 thousand TEUs. The average freight rate in Q1 2023 was $1,390 per TEU, as compared to $3,848 per TEU in Q1 2022.

ZIM’s revenues decreased by approximately 63% in Q1 2023 to approximately $1.4 billion, as compared to approximately $3.7 billion in Q1 2022, primarily due to a decreasein freight rates as well as carried volume.

ZIM’s net loss was $58 million, as compared to net income of $1.7 billion in Q1 2022. ZIM’s Adjusted EBITDA⁶ in Q1 2023 was $373 million, as compared to $2.5 billion in Q1 2022.

⁵ Represents 100% of ZIM’s results. Kenon’s share of ZIM’s results for the three months ended March 31, 2023 was approximately 21% (21% for year ended December 31, 2022).

⁶ Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated June 5, 2023 for the definition of ZIM’s Adjusted EBITDA and a reconciliation to its respective net profit for the applicable period.

4

Qoros

In the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Shareholder and Baoneng Group with China International Economic and Trade Arbitration Commission for the sale of remaining 12% interest. The proceedings are ongoing.

For information on our agreement to sell our remaining interest in Qoros, and the ongoing proceedings relating to this agreement, and on Qoros’ loan agreements and our pledges in respect of Qoros debt see Kenon’s most recent annual report on Form 20-F filed with the SEC.

Additional Kenon Updates

Kenon’s (stand-alone) Liquidity and Capital Resources

As of March 31, 2023, Kenon’s stand-alone cash position was $643 million. In April 2023, Kenon received a dividend of $159 million ($151 million net of tax) from ZIM and paid a dividend of $150 million in April 2023.  As of June 5, 2023, Kenon’s stand-alone cash position was $640 million. There is no material debt at the Kenon level.

Kenon’s stand-alone cash position includes cash and cash equivalents and other treasury management instruments.

Share Repurchase Plan

In March 2023, Kenon announced a share repurchase plan of up to $50 million, pursuant to which repurchases may be made from time to time through open market purchases on the TASE or the NYSE or by way of off-market purchases in accordance with an equal access scheme, or by other means that comply with applicable laws.

Kenon entered into an initial mandate for repurchases of up to $12 million of shares through open market purchases on the TASE only, which initial mandate expired on May 25, 2023. We repurchased $7 million of shares pursuant to this initial mandate under the share repurchase plan.

Kenon has entered into a second repurchase mandate for repurchases of up to $20 million of shares through open market purchases on the TASE only, to be implemented by a broker who will have discretion as to repurchases pursuant to irrevocable instructions which include parameters as to price and volume set by Kenon, within the safe harbor from insider trading liability pursuant to the “Israel Securities Authority Opinion 199-8”. Such mandate will expire on August 25, 2023.

5

About Kenon

Kenon has interests in the following businesses:

• OPC (55% interest) – a leading owner, operator and developer of power generation facilities in the Israeli and U.S. power markets;

• ZIM (21% interest) – an international shipping company; and

• Qoros (12% interest⁷) – a China-based automotive company.

For further information on Kenon’s businesses and strategy, see Kenon’s publicly available filings, which can be found on the SEC’s website at www.sec.gov. Please also see http://www.kenon-holdings.com for additional information.

Caution Concerning Forward-Looking Statements

This press release and related discussions  include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements relating to OPC, including the impact of changes in tariffs, including changes to hourly demand brackets, OPC’s business developments including the ILA tender, including capacity and costs of development project and the agreement in principal to extend the maturity of the CPV Valley financing arrangement, Kenon’s agreement to sell its remaining interest in Qoros and the related legal proceedings, statements with respect to Kenon’s share repurchase plan and mandates thereunder and other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenon’s control, which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to OPC’s business, the impact of tariffs, the outcome of bids and tenders including the ILA tender and the cost and capacity of projects, risks relating to reaching final agreement on the CPV Valley financing extension and the terms thereof, and Kenon’s agreement to sell its remaining interest in Qoros, including risks relating to payments required to be made to Quantum which have not been made as required and whether such payments will be received at all and whether Kenon will be successful in respect of the related legal proceedings and the ability to recover amounts awarded in respect therewith, if any, risks relating to Kenon’s share repurchase plan including the amount of shares that will actually be repurchased and other risks and factors including those risks set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact Info

Kenon Holdings Ltd.

Mark Hasson

Chief Financial Officer

markh@kenon-holdings.com

Tel: +65 9726 8628

⁷ Kenon has agreed to sell its remaining 12% interest to the Majority Shareholder.

6

EX-99.2

Exhibit 99.2

Financial Information for the Three Months Ended March 31, 2023 and 2022 of Kenon and OPC and

Reconciliation of Certain non-IFRS Financial Information

Table of Contents

Appendix A: Summary of Kenon’s consolidated financial information

Appendix B: Summary of OPC’s consolidated financial information

Appendix C: Definition of OPC’s Adjusted EBITDA and non-IFRS reconciliation

Appendix D: Summary of financial information of OPC’s subsidiaries

Appendix E: Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation

Appendix A

Summary Kenon consolidated financial information

Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Financial Position (Unaudited)

	March 31,			December 31,
	2023			2022
	$ millions
Current assets
Cash and cash equivalents		750			535
Short-term deposits and restricted cash		6			46
Trade receivables		53			74
Short-term derivative instruments		3			3
Other investments		309			345
Other current assets		206			59
Total current assets		1,327			1,062
Non-current assets
Investment in ZIM (associated company)		260			427
Investment in OPC’s associated companies		669			652
Long-term restricted cash		15			15
Long-term derivative instruments		16			16
Deferred taxes, net		5			6
Property, plant and equipment, net		1,483			1,223
Intangible assets, net		245			221
Long-term prepaid expenses and other non-current assets		55			51
Right-of-use assets, net		98			99
Total non-current assets		2,846			2,710
Total assets		4,173			3,772
Current liabilities
Current maturities of loans from banks and others		82			39
Trade and other payables		206			134
Dividend payable		150			-
Short-term derivative instruments		1			1
Current tax liabilities		1			1
Deferred taxes		-			1
Current maturities of lease liabilities		17			17
Total current liabilities		457			193
Non-current liabilities
Long-term loans from banks and others		726			610
Debentures		477			513
Deferred taxes, net		130			98
Other non-current liabilities		43			42
Long-term lease liabilities		20			20
Total non-current liabilities		1,396			1,283
Total liabilities		1,853			1,476
Equity
Share capital		50			50
Translation reserve		(1	)		1
Capital reserve		72			42
Accumulated profit		1,349			1,505
Equity attributable to owners of the Company		1,470			1,598
Non-controlling interests		850			698
Total equity		2,320			2,296
Total liabilities and equity		4,173			3,772

2

Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Profit or Loss (Unaudited)

	For the three months ended March 31,
	2023			2022
	$ millions
Revenue		147			146
Cost of sales and services (excluding depreciation and amortization)		(103	)		(98	)
Depreciation and amortization		(14	)		(12	)
Gross profit		30			36
Selling, general and administrative expenses		(23	)		(22	)
Operating profit		7			14
Financing expenses		(14	)		(12	)
Financing income		13			6
Financing expenses, net		(1	)		(6	)
Gains related to ZIM		-			205
Share in (losses)/profit of associated companies, net
-          ZIM		(12	)		430
-          OPC’s associated companies		24			30
Profit before income taxes		18			673
Income tax expense		(13	)		(16	)
Profit for the period		5			657
Attributable to:
Kenon’s shareholders		(8	)		639
Non-controlling interests		13			18
Profit for the period		5			657
Basic/diluted (loss)/profit per share attributable to Kenon’s shareholders (in dollars):
Basic/diluted (loss)/profit per share		(0.14	)		11.86

3

Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows (Unaudited)

	For the three months ended March 31,
	2023			2022
	$ millions
Cash flows from operating activities
Profit for the period		5			657
Adjustments:
Depreciation and amortization		15			14
Financing expenses, net		1			6
Share in profit of associated companies, net		(12	)		(460	)
Gains related to ZIM		-			(205	)
Share-based payments		3			5
Income tax expense		13			16
		25			33
Change in trade and other receivables		26			5
Change in trade and other payables		(25	)		(20	)
Cash generated from operating activities		26			18
Net cash provided by operating activities		26			18

4

Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows (Unaudited), continued

	For the three months ended March 31,
	2023			2022
	$ millions
Cash flows from investing activities
Short-term deposits and restricted cash, net		39			(4	)
Short-term collaterals deposits, net		20			-
Investment in long-term deposits, net		-			4
Investment in associated companies, less cash acquired		(1	)		-
Acquisition of subsidiary, less cash acquired		(75	)		-
Acquisition of property, plant and equipment		(53	)		(85	)
Acquisition of intangible assets		(4	)		(2	)
Proceeds from sale of interest in ZIM		-			464
Proceeds from distribution from associated company		2			3
Proceeds from sale of other investments		90			-
Purchase of other investments		(50	)		-
Long-term advance deposits and prepaid expenses		(6	)		(2	)
Interest received		5			-
Proceeds from/(payments of) transactions in derivatives, net		2			(1	)
Net cash (used in)/provided by investing activities		(31	)		377
Cash flows from financing activities
Repayment of long-term loans, debentures and lease liabilities		(106	)		(15	)
Investments of holders of non-controlling interests in the capital of a subsidiary		129			12
Investment of non-controlling interest in subsidiary		45			-
Proceeds from long-term loans		162			52
Costs paid in advance in respect of taking out of loans		(1	)		(1	)
Dividends paid		-			(189	)
Interest paid		(9	)		(9	)
Net cash provided by/(used in) financing activities		220			(150	)
Increase in cash and cash equivalents		215			245
Cash and cash equivalents at beginning of the year		535			475
Effect of exchange rate fluctuations on balances of cash and cash equivalents		-			(6	)
Cash and cash equivalents at end of the period		750			714

5

Information regarding reportable segments

Information regarding activities of the reportable segments are set forth in the following table.

	For the three months ended March 31, 2023
	OPC Israel			CPV Group			ZIM			Other			Consolidated Results
	$ millions
Revenue		131			16			-			-			147
Depreciation and amortization		(12	)		(3	)		-			-			(15	)
Financing income		6			1			-			6			13
Financing expenses		(10	)		(2	)		-			(2	)		(14	)
Share in profit/(loss) of associated companies		-			24			(12	)		-			12
Profit/(loss) before taxes		14			14			(12	)		2			18
Income tax expense		(2	)		(4	)		-			(7	)		(13	)
Profit/(loss) for the period		12			10			(12	)		(5	)		5

	For the three months ended March 31, 2022
	OPC Israel			CPV Group			ZIM		Other			Consolidated Results
	$ millions
Revenue		134			12			-		-			146
Depreciation and amortization		(11	)		(3	)		-		-			(14	)
Financing income		3			3			-		-			6
Financing expenses		(10	)		(2	)		-		-			(12	)
Gains related to ZIM		-			-			205		-			205
Share in profit of associated companies		-			30			430		-			460
Profit/(loss) before taxes		19			23			635		(4	)		673
Income tax expense		(5	)		(4	)		-		(7	)		(16	)
Profit/(loss) for the period		14			19			635		(11	)		657

6

Appendix B

Summary of OPC consolidated financial information

OPC’s Consolidated Statements of Profit or Loss (Unaudited)

	For the three months ended March 31,
	2023			2022
	$ millions
Revenue		147			146
Cost of sales (excluding depreciation and amortization)		(103	)		(98	)
Depreciation and amortization		(14	)		(12	)
Gross profit		30			36
Selling, general and administrative expenses		(21	)		(18	)
Operating profit		9			18
Financing expenses		(12	)		(12	)
Financing income		7			6
Financing expenses, net		(5	)		(6	)
Share in profit of associated companies, net		24			30
Profit before income taxes		28			42
Income tax expense		(6	)		(9	)
Profit for the period		22			33
Attributable to:
Equity holders of the company		18			25
Non-controlling interest		4			8
Profit for the period		22			33

7

Summary Data from OPC’s Consolidated Statement of Cash Flows (Unaudited)

	For the three months ended March 31,
	2023			2022
	$ millions
Cash flows provided by operating activities		28			28
Cash flows used in investing activities		(74	)		(86	)
Cash flows provided by financing activities		221			38
Increase/(decrease) in cash and cash equivalents		175			(20	)
Cash and cash equivalents at end of the period		416			210

Summary Data from OPC’s Consolidated Statement of Financial Position (Unaudited)

	As at
	March 31, 2023		December 31, 2022
	$ millions
Total financial liabilities1		1,285		1,163
Total monetary assets2		422		287
Investment in associated companies		669		652
Total equity attributable to the owners		1,054		997
Total assets		3,121		2,709

1.	Including loans from banks and others and debentures
2.	Including cash and cash equivalents, term deposits and restricted cash

8

Appendix C

Definition of OPC’s Adjusted EBITDA and share of EBITDA of its associated companies and non-IFRS reconciliation

This press release, including the financial tables, presents OPC’s Adjusted EBITDA and share of EBITDA of its associated companies, which are non-IFRS financial measures.

OPC EBITDA is defined for each period as net profit before depreciation and amortization, financing expenses, net, and income tax expense and Adjusted EBITDA is defined as net profit before depreciation and amortization, financing expenses, net, income tax expense and share of profits of associated companies, net. EBITDA and Adjusted EBITDA are not recognized under IFRS or any other generally accepted accounting principles as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of EBITDA and Adjusted EBITDA as measures of OPC’s profitability since it does not take into consideration certain costs and expenses that result from OPC’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.

OPC believes that the disclosure of Adjusted EBITDA and share of EBITDA of its associated companies provide useful information to investors and financial analysts in their review of the company’s, its subsidiaries’, and its associated companies’ operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.

Set forth below are reconciliations of OPC’s net profit to Adjusted EBITDA and share of net profit or losses to share of EBITDA of its associated companies for the periods presented. Other companies may calculate EBITDA and Adjusted EBITDA differently, and therefore this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

	For the three months ended March 31,
	2023			2022
	$ millions
Profit for the period		22			33
Depreciation and amortization		15			14
Financing expenses, net		5			6
Share in profit of associated companies, net		(24	)		(30	)
Income tax expense		6			9
Adjusted EBITDA		24			32
Proportionate share of EBITDA of associated companies		51			43

	For the three months ended March 31,
	2023		2022
	$ millions
Share in profit of associated companies, net		24		30
Share of depreciation and amortization		11		11
Share of financing expenses, net		16		2
Proportionate share of EBITDA of associated companies		51		43

9

Appendix D

Summary Financial Information of OPC’s Subsidiaries

The tables below set forth debt, cash and cash equivalents, and debt service reserves for OPC’s subsidiaries as of March 31, 2023 and December 31, 2022 (in $ millions):

As at March 31, 2023	OPC Energy		OPC-Rotem			OPC-Hadera		OPC-Tzomet		CPV Keenan		Others			Total
Debt (including accrued interest)		502		-			187		189		83		1			962
Cash and cash equivalents		43		15			13		19		1		94			185
Restricted cash     (including debt service reserves)		-		-			13		-		-		-			13
Net debt*		458		(15	)		162		170		82		(93	)		764

As at December 31, 2022	OPC Energy		OPC-Rotem			OPC-Hadera		OPC-Tzomet		CPV Keenan		Others			Total
Debt (including accrued interest)		527		-			190		237		88		1			1,043
Cash and cash equivalents		166		7			2		3		1		98			277
Restricted cash     (including debt service reserves)		-		-			14		-		-		-			14
Net debt*		361		(7	)		174		234		87		(97	)		752

*Net debt is defined as debt minus cash and cash equivalents and deposits and restricted cash.

10

Appendix E

Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation

This press release, including the financial tables, presents ZIM’s Adjusted EBITDA, which is a non-IFRS financial measure.

ZIM defines Adjusted EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, income tax (benefits)/expense and non-cash charter hire expenses.Adjusted EBITDA is not recognized under IFRS or any other generally accepted accounting principles as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. Adjusted EBITDA is not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of Adjusted EBITDA as a measure of ZIM’s profitability since it does not take into consideration certain costs and expenses that result from ZIM’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.

ZIM believes that the disclosure of Adjusted EBITDA enables the comparison of operating performance between periods on a consistent basis. This measure should not be considered in isolation, or as a substitute for operating income, any other performance measure, or cash flow data, which were prepared in accordance with IFRS as measures of profitability or liquidity. In addition, non-IFRS financial measures may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated.

Set forth below is a reconciliation of ZIM’s net profit to Adjusted EBITDA for the periods presented.

	For the three months ended March 31,
	2023			2022
	$ millions
(Loss)/profit for the period		(58	)		1,711
Depreciation and amortization		387			290
Financing expenses, net		51			24
Income tax (benefits)/expense		(7	)		508
EBITDA		373			2,533
Non-cash charter hire expenses		-	*		-	*
Adjusted EBITDA		373			2,533

* Amount less than $1 million.

11