Exhibit 99.2

OPC Energy Ltd.

Condensed Consolidated Interim

Financial Statements

As at September 30, 2023

(Unaudited)

OPC Energy Ltd.

Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

Table of Contents

	Page
Independent Auditors’ Review Report	F-3
Letter of consent in connection with the Company’s shelf prospectus	F-4
Condensed Consolidated Interim Statements of Financial Position	F-5
Condensed Consolidated Interim Statements of Income	F-7
Condensed Consolidated Interim Statements of Comprehensive Income	F-8
Condensed Consolidated Interim Statements of Changes in Equity	F-9
Condensed Consolidated Interim Statements of Cash Flow	F-12
Notes to the Condensed Consolidated Interim Financial Statements	F-14

F - 2

Somekh Chaikin

Millennium Tower KPMG

17 Ha'arba'a St., P.O.B. 609

Tel Aviv 6100601

+972-3-684-8000

Review Report of the Independent Auditors to the Shareholders of OPC Energy Ltd.

Introduction

We have reviewed the accompanying financial information of OPC Energy Ltd. (hereinafter – the “Company”) and its subsidiaries, including the condensed consolidated interim statement of financial position as at September 30, 2023 and the condensed consolidated interim statements of income, comprehensive income, changes in equity and cash flows for the nine-month and three-month period then ended.The Board of Directors and management are responsible for preparing and presenting financial information for these interim periods in accordance with IAS 34, Interim Financial Reporting, and are also responsible for preparing financial information for these interim periods under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion regarding the financial information for these interim periods based on our review.

Review scope

We conducted our review in accordance with Review Standard (Israel) 2410 - “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” of the Institute of Certified Public Accountants in Israel. A review of financial information for interim periods consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.A review is substantially smaller in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might have been identifiable in an audit.Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information was not prepared, in all material respects, in accordance with International Accounting Standard (IAS 34).

In addition to that mentioned in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information does not comply, in all material respects, with the disclosure requirements of Section D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Somekh Chaikin

Certified Public Accountants

November 16, 2023

KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

F - 3

Somekh Chaikin

Millennium Tower KPMG

17 Ha'arba'a St., P.O.B. 609

Tel Aviv 6100601

+972-3-684-8000

November 16, 2023

To

The Board of Directors of

OPC Energy Ltd. (hereinafter - the “Company”)

Dear Sirs/Madams,

Re: Letter of Consent in Connection with the Company’s Shelf Prospectus of May 2023

This is to inform you that we agree to the inclusion in the shelf prospectus (including by way of reference) of our reports listed below in connection with the shelf prospectus of May 2023:

(1) Independent auditors’ review report of November 16, 2023 on the Company’s condensed consolidated financial information as of September 30, 2023 and for the nine- and three-month periods ended on that date.

(2) Independent auditors’ special report of November 16, 2023 on the Company’s separate interim financial information as of September 30, 2023, in accordance with Regulation 38D to the Securities Regulations (Periodic and Immediate Reports), 1970 and for the nine- and three-month periods then ended.

Somekh Chaikin

Certified Public Accountants

KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

F - 4

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Financial Position as of

	September 30		September 30		December 31
	2023		2022		2022
	(Unaudited)		(Unaudited)		(Audited)
	NIS million		NIS million		NIS million
Current assets
Cash and cash equivalents		915		1,213		849
Short term deposits		-		-		125
Short-term restricted deposits and cash		62		36		36
Trade receivables and accrued income		304		185		260
Other receivables and debit balances		146		157		190
Inventories		8		7		7
Short-term derivative financial instruments		16		14		10
Total current assets		1,451		1,612		1,477
Non‑current assets
Long-term restricted deposits and cash		59		53		53
Prepaid expenses and other long-term receivables		424		206		179
Investments in associates		2,661		2,216		2,296
Deferred tax assets		34		21		22
Long-term derivative financial instruments		73		60		57
Property, plant & equipment		6,306		4,184		4,324
Right‑of‑use assets		487		322		347
Intangible assets		1,092		786		777
Total non‑current assets		11,136		7,848		8,055
Total assets		12,587		9,460		9,532

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 5

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Financial Position as of

	September 30		September 30			December 31
	2023		2022			2022
	(Unaudited)		(Unaudited)			(Audited)
	NIS million		NIS million			NIS million
Current liabilities
Current maturities of long-term loans from banks and financial institutions		216		101			92
Current maturities of loans from non‑controlling interests		30		58			13
Current maturities of debentures		192		33			33
Trade payables		436		357			335
Payables and credit balances		432		98			110
Short-term derivative financial instruments		2		4			3
Current maturities of lease liabilities		62		61			61
Current tax liabilities		1		5			2
Total current liabilities		1,371		717			649
Non‑current liabilities
Long-term loans from banking corporations and financial institutions		2,744		1,685			1,724
Long-term loans from non-controlling interests		396		415			424
Debentures		1,647		1,799			1,807
Long-term lease liabilities		217		72			69
Other long‑term liabilities		157		126			146
Deferred tax liabilities		525		339			347
Total non-current liabilities		5,686		4,436			4,517
Total liabilities		7,057		5,153			5,166
Equity
Share capital		2		2			2
Share premium		3,210		3,209			3,209
Capital reserves		755		346			327
Retained earnings (retained loss)		90		(55	)		(31	)
Total equity attributable to the Company’s shareholders		4,057		3,502			3,507
Non‑controlling interests		1,473		805			859
Total equity		5,530		4,307			4,366
Total liabilities and equity		12,587		9,460			9,532

Yair Caspi	Giora Almogy	Ana Berenshtein Shvartsman
Chairman of the Board of Directors	Chief Executive Officer	Chief Financial Officer

Date the financial statements were approved: November 16, 2023

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 6

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Income

	For the nine-month period ended September 30						For the three-month period ended September 30						For the year ended December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million			NIS million			NIS million
Revenues from sales and provision of services		1,971			1,423			851			550			1,927
Cost of sales and services (excluding depreciation and amortization)		(1,395	)		(1,036	)		(561	)		(393	)		(1,404	)
Depreciation and amortization		(205	)		(132	)		(95	)		(46	)		(191	)
Gross profit		371			255			195			111			332
General and administrative expenses		(182	)		(155	)		(65	)		(59	)		(239	)
Share in the profits of associates		179			190			79			124			286
Business development expenses		(47	)		(35	)		(17	)		(12	)		(50	)
Other income, net		6			-			11			-			-
Operating profit		327			255			203			164			329
Finance expenses		(196	)		(128	)		(85	)		(43	)		(167	)
Finance income		53			110			15			17			120
Finance expenses, net		(143	)		(18	)		(70	)		(26	)		(47	)
Profit before taxes on income		184			237			133			138			282
Expenses for income tax		(44	)		(57	)		(32	)		(30	)		(65	)
Profit for the period		140			180			101			108			217
Attributable to:
The Company’s shareholders		121			143			82			76			167
Non‑controlling interests		19			37			19			32			50
Profit for the period		140			180			101			108			217
Profit per share attributed to the Company’s owners
Basic and diluted earnings per share (in NIS)		0.54			0.70			0.36			0.36			0.79

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 7

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Comprehensive Income

	For the nine-month period ended September 30						For the three-month period ended September 30						For the year ended December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million			NIS million			NIS million
Profit for the period		140			180			101			108			217
Other comprehensive income items that, subsequent to initial recognition in comprehensive income, were or will be transferred to profit and loss
Effective portion of the change in the fair value of cash flow hedges		33			51			16			12			50
Net change in fair value of derivative financial instruments used to hedge cash flows recognized in the cost of the hedged item		(7	)		-			(3	)		(2	)		(4	)
Net change in fair value of derivative financial instruments used to hedge cash flows transferred to profit and loss		(15	)		(11	)		(4	)		(4	)		(14	)
Share in other comprehensive income (loss) of associates, net of tax		(24	)		68			(10	)		14			64
Foreign currency translation differences in respect of foreign operations		368			287			153			44			267
Tax on other comprehensive income (loss) items		(22	)		(10	)		(10	)		(1	)		(9	)
Other comprehensive income for the period, net of tax		333			385			142			63			354
Total comprehensive income for the period		473			565			243			171			571
Attributable to:
The Company’s shareholders		380			411			190			119			412
Non‑controlling interests		93			154			53			52			159
Comprehensive income for the period		473			565			243			171			571

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 8

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

	Attributable to the Company’s shareholders
	Share capital		Share premium		Capital reserve from transactions with non-controlling interests and merger			Hedge fund			Foreign operations translation reserve			Capital reserve from transactions with shareholders		Capital reserve for share-based payment			Retained earnings (retained loss)			Total		Non‑controlling interests		Total equity
	NIS million		NIS million		NIS million			NIS million			NIS million			NIS million		NIS million			NIS million			NIS million		NIS million		NIS million
	(Unaudited)
For the nine-month
period ended September 30, 2023
Balance as at January 1, 2023		2		3,209		(25	)		91			159			78		24			(31	)		3,507		859		4,366
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-			-			-		-			-			-		231		231
Share-based payment		-		-		(1	)		-			-			-		8			-			7		1		8
Exercised options and RSUs		*-		1		-			-			-			-		(1	)		-			-		-		-
Restructuring - share exchange and investment transaction with Veridis		-		-		163			-			-			-		-			-			163		289		452
Other comprehensive income (loss) for the period, net of tax		-		-		-			(10	)		269			-		-			-			259		74		333
Profit for the period		-		-		-			-			-			-		-			121			121		19		140
Balance as at September 30, 2023		2		3,210		137			81			428			78		31			90			4,057		1,473		5,530
For the nine-month period
ended September 30, 2022
Balance as at January 1 2022		2		2,392		(25	)		32			(27	)		78		10			(198	)		2,264		577		2,841
Issuance of shares (less issuance expenses)		*-		815		-			-			-			-		-			-			815		-		815
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-			-			-		-			-			-		74		74
Share-based payment		-		-		-			-			-			-		12			-			12		-		12
Exercised options and RSUs		*-		2		-			-			-			-		(2	)		-			-		-		-
Other comprehensive income for the period, net of tax		-		-		-			68			200			-		-			-			268		117		385
Profit for the period		-		-		-			-			-			-		-			143			143		37		180
Balance as at September 30, 2022		2		3,209		(25	)		100			173			78		20			(55	)		3,502		805		4,307

* Amount is less than NIS 1 million.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 9

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

	Attributable to the Company’s shareholders
	Share capital		Share premium		Capital reserve from transactions with non-controlling interests and merger			Hedge fund			Foreign operations translation reserve		Capital reserve from transactions with shareholders		Capital reserve for share-based payment			Retained earnings (retained loss)			Total		Non‑controlling interests		Total equity
	NIS million		NIS million		NIS million			NIS million			NIS million		NIS million		NIS million			NIS million			NIS million		NIS million		NIS million
	(Unaudited)
For the three-month period
ended September 30, 2023
Balance on July 1, 2023		2		3,210		137			83			318		78		29			8			3,865		1,385		5,250
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-			-		-		-			-			-		35		35
Share-based payment		-		-		-			-			-		-		2			-			2		-		2
Other comprehensive income for the period, net of tax		-		-		-			(2	)		110		-		-			-			108		34		142
Profit for the period		-		-		-			-			-		-		-			82			82		19		101
Balance as at September 30, 2023		2		3,210		137			81			428		78		31			90			4,057		1,473		5,530
For the three-month
period ended September 30, 2022
Balance on July 1, 2022		2		2,392		(25	)		87			143		78		17			(131	)		2,563		716		3,279
Issuance of shares (less issuance expenses)		*-		815		-			-			-		-		-			-			815		-		815
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-			-		-		-			-			-		37		37
Share-based payment		-		-		-			-			-		-		5			-			5		-		5
Exercised options and RSUs		*-		2		-			-			-		-		(2	)		-			-		-		-
Other comprehensive income for the period, net of tax		-		-		-			13			30		-		-			-			43		20		63
Profit for the period		-		-		-			-			-		-		-			76			76		32		108
Balance as at September 30, 2022		2		3,209		(25	)		100			173		78		20			(55	)		3,502		805		4,307

* Amount is less than NIS 1 million.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 10

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Changes in Equity (cont.)

	Attributable to the Company’s shareholders
	Share capital		Share premium		Capital reserve from transactions with non-controlling interests and merger			Hedge fund		Foreign operations translation reserve			Capital reserve from transactions with shareholders		Capital reserve for share-based payment			Retained loss			Total		Non‑controlling interests		Total equity
	NIS million		NIS million		NIS million			NIS million		NIS million			NIS million		NIS million			NIS million			NIS million		NIS million		NIS million
	(Audited)
For the year ended December 31, 2022
Balance as at January 1 2022		2		2,392		(25	)		32		(27	)		78		10			(198	)		2,264		577		2,841
Issuance of shares (less issuance expenses)		*-		815		-			-		-			-		-			-			815		-		815
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-		-			-		-			-			-		123		123
Share-based payment		-		-		-			-		-			-		16			-			16		-		16
Exercised options and RSUs		*-		2		-			-		-			-		(2	)		-			-		-		-
Other comprehensive income for the year, net of tax		-		-		-			59		186			-		-			-			245		109		354
Profit for the year		-		-		-			-		-			-		-			167			167		50		217
Balance as at December 31, 2022		2		3,209		(25	)		91		159			78		24			(31	)		3,507		859		4,366

* Amount is less than NIS 1 million.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 11

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Cash Flow

	For the nine-month period ended September 30						For the three-month period ended September 30						For the year ended December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million			NIS million			NIS million
Cash flows from operating activities
Profit for the period		140			180			101			108			217
Adjustments:
Depreciation, amortization and diesel fuel consumption		239			147			103			51			210
Finance expenses, net		143			18			70			26			47
Expenses for income tax		44			57			32			30			65
Share in profits of associates		(179	)		(190	)		(79	)		(124	)		(286	)
Other income		(18	)		-			(18	)		-			-
Share-based payment transactions (including cash-settled transactions in subsequent periods)		26			31			9			14			62
		395			243			218			105			315
Changes in inventory, trade and other receivables		99			(17	)		82			2			(84	)
Changes in trade payables, service providers, other payables and long-term liabilities		(52	)		46			(19	)		69			(19	)
		47			29			63			71			(103	)
Dividends received from associates		7			-			3			-			-
Income tax paid		(6	)		(1	)		(1	)		(1	)		(5	)
Net cash from operating activities		443			271			283			175			207
Cash flows from investing activities
Interest received		23			3			8			3			8
Short-term restricted deposits and cash, net		(17	)		(33	)		-			1			(33	)
Short term deposits, net		125			-			-			-			(125	)
Provision of short-term collateral(1)		-			(66	)		-			(66	)		(79	)
Release of short-term collateral(1)		110			17			37			17			17
Withdrawals from long-term restricted cash		-			44			-			-			44
Deposits to long-term restricted cash		(1	)		(1	)		-			1			(2	)
Acquisition of Gat and Mountain Wind, net of cash acquired(2)		(893	)		-			-			-			-
Investment in associates		(25	)		(6	)		(17	)		(3	)		(10	)
Subordinated long-term loans to Valley(3)		(87	)		-			-			-			-
Purchase of property, plant, and equipment, intangible assets and long-term deferred expenses		(872	)		(763	)		(332	)		(211	)		(942	)
Proceeds for derivative financial instruments, net		11			2			2			1			5
Other		19			13			11			4			15
Net cash used in investing activities		(1,607	)		(790	)		(291	)		(253	)		(1,102	)

1. Including mainly a collateral provided to secure transactions to hedge energy margins in Valley in 2022, and which was released in the reporting period.

2. For further details, see Notes 6A1, 6B, 7A1 and 7A2.

3. For further details, see Note 11.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 12

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Cash Flow (cont.)

	For the nine-month period ended September 30						For the three-month period ended September 30						For the year ended December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million			NIS million			NIS million
Cash flows from financing activities
Proceeds of share issuance, net of issuance costs		-			815			-			815			815
Receipt of long-term loans from banking corporations and financial institutions, net(1)		1,045			246			174			-			282
Receipt of long-term loans from non-controlling interests		50			31			5			11			46
Investments by holders of non-controlling interests in equity of subsidiary		231			74			35			37			123
Proceed in respect of restructuring - share exchange and investment transaction with Veridis(2)		452			-			-			-			-
Short term loans from banking corporations, net		29			-			5			-			-
Interest paid		(105	)		(72	)		(46	)		(33	)		(86	)
Repayment of long-term loans from banking corporations and others		(76	)		(57	)		(30	)		(17	)		(74	)
Repayment of long-term loans as part of the acquisition of Gat(3)		(303	)		-			-			-			-
Repayment of long-term loans from non-controlling interests		(105	)		(35	)		(31	)		(21	)		(89	)
Repayment of debentures		(31	)		(20	)		(15	)		(10	)		(20	)
Proceeds (payment) for derivative financial instruments, net		6			(5	)		3			(2	)		(3	)
Repayment of principal in respect of lease liabilities		(6	)		(5	)		(2	)		(2	)		(8	)
Net cash provided by financing activities		1,187			972			98			778			986
Net increase in cash and cash equivalents		23			453			90			700			91
Balance of cash and cash equivalents at beginning of period		849			731			818			506			731
Effect of exchange rate fluctuations on cash and cash equivalent balances		43			29			7			7			27
Balance of cash and cash equivalents at end of period		915			1,213			915			1,213			849

1. For further details, see Notes 7A1, 7A2 and 7A4.

2. For further details, see Note 6A2.

3. For further details, see Note 6A1.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

F - 13

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 1 – GENERAL

The Reporting Entity

OPC Energy Ltd. (hereinafter – “the Company”) was incorporated in Israel on February 2, 2010. The Company’s registered address is 121 Menachem Begin Road, Tel Aviv, Israel. The Company’s controlling shareholder is Kenon Holdings Ltd. (hereinafter - the “Parent Company”), a company incorporated in Singapore, the shares of which are dual-listed on the New York Stock Exchange (NYSE) and the Tel Aviv Stock Exchange Ltd. (hereinafter - the “TASE”).

The Company is a publicly-traded company whose securities are traded on the TASE.

As of the approval date of the report, the Company and its investees (hereinafter - the “Group”) are engaged in the generation and supply of electricity and energy through three reportable segments. For further details regarding the Group’s operating segments during the reporting period, see Note 27 to the Financial Statements as at December 31, 2022 (hereinafter – the “Annual Financial Statements”).

NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

A. Statement of compliance with International Financial Reporting Standards (IFRS)

The Condensed Consolidated Interim Financial Statements were prepared in accordance with International Accounting Standard 34 (hereinafter – “IAS 34”) - “Interim Financial Reporting” and do not include all of the information required in complete Annual Financial Statements. These statements should be read in conjunction with the Annual Financial Statements. In addition, these financial statements were prepared in accordance with the provisions of Section D of the Securities Regulations (Periodic and Immediate Reports) 1970.

The condensed consolidated interim financial statements were approved for publication by the Company’s Board of Directors on November 16, 2023.

B. Functional and presentation currency

The New Israeli Shekel (NIS) is the currency that represents the primary economic environment in which the Company operates. Accordingly, the NIS is the Company’s functional currency. The NIS also serves as the presentation currency in these financial statements. Currencies other than the NIS constitute foreign currency.

C. Use of estimates and judgments

In preparation of the condensed consolidated interim financial statements in accordance with the IFRS, the Company’s management is required to use judgment when making estimates, assessments and assumptions that affect implementation of the policies and the amounts of assets, liabilities, income and expenses. It is clarified that the actual results may differ from these estimates.

Management’s judgment, at the time of implementing the Group’s accounting policies and the main assumptions used in the estimates involving uncertainty, are consistent with those used in the Annual Financial Statements.

F - 14

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (cont.)

D. Reclassification

The Group carried out immaterial classifications in its comparative figures so that their classification will match their classification in the current financial statements.

E. Seasonality

The results of group companies in Israel are based on the generation component, which constitutes part of the energy demand management tariff (hereinafter – the “TAOZ”), which is supervised and published by the Israeli Electricity Authority. Through January 2023, the year was broken down into three seasons: summer (July and August), winter (December, January and February) and “transitional” (March through June and September through November), and for each season a different tariff was set for each demand hour cluster (hereinafter - “DHC”). Two key changes occurred as from January 2023: (1) The cancellation of the mid-peak DHC tariff, on account of the expansion of the number of months of the peak and off-peak DHCs; (2) the summer season was extended to 4 months instead of two months, such that June to September are considered as summer, March to May and October to November are considered as the transitional season, and the winter season did not change. The changes made to the DHCs alters the seasonality aspect of the breakdown of the Company’s revenues and profitability in Israel throughout the year, such that it significantly raises them during the summer months, specifically during the third quarter compared with the other quarters - especially the first quarter.

In the USA, the activity of CPV Group is affected by seasonality as a result of variable demand due to, among other things, weather changes in different seasons, gas and electricity prices. In general, with respect to gas-fired power plants, there is higher profitability in seasons where temperatures are at their highest or lowest - usually during summer and winter. Similarly, the profitability of renewable energy production is subject to production volume, which varies based on wind and solar constructions, as well as its electricity price, which tends to be higher in winter, unless there is a fixed contractual price for the project.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The Group’s accounting policies in these condensed consolidated interim financial statements are the same as the policies applied to the Annual Financial Statements.

F - 15

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 4 – SEGMENT REPORTING

A. Further to what is stated in Note 27 to the annual financial statements, during the reporting period there were no changes in the composition of the Group’s reportable segments, or in the manner of measuring the results of the segments by the chief operating decision maker.

B. As to changes in the composition of the segments as from December 31, 2022, see Note 27 to the annual financial statements.

	For the nine-month period ended September 30, 2023
	Israel		Energy transition in the USA		Renewable energies in the USA		Other activities in the USA		Adjustments to consolidated			Consolidated - total
In NIS million	(Unaudited)
Revenues from sales and provision of services		1,779		1,137		98		94		(1,137	)		1,971
EBITDA after proportionate consolidation adjusted1 for the period		445		437		17		6		(438	)		467
Adjustments:
Share in profits of associates													179
Net pre-commissioning expenses of Zomet													(18	)
General and administrative expenses at the US headquarters (not allocated to segments)													(72	)
General and administrative expenses at the Company’s headquarters (not allocated to segments)													(20	)
Total EBITDA for the period													536
Depreciation and amortization													(215	)
Finance expenses, net													(143	)
Other income, net													6
													(352	)
Profit before taxes on income													184
Expenses for income tax													(44	)
Profit for the period													140

	For the nine-month period ended September 30, 2022 (*)
	Israel		Energy transition in the USA		Renewable energies in the USA		Other activities in the USA		Adjustments to consolidated			Consolidated - total
In NIS million	(Unaudited)
Revenues from sales and provision of services		1,279		1,470		71		73		(1,470	)		1,423
EBITDA after proportionate consolidation adjusted for the period		265		389		22		4		(391	)		289
Adjustments:
Share in profits of associates													190
Net pre-commissioning expenses of Zomet													(3	)
General and administrative expenses at the US headquarters (not allocated to segments)													(64	)
General and administrative expenses at the Company’s headquarters (not allocated to segments)													(17	)
Total EBITDA for the period													395
Depreciation and amortization													(140	)
Finance expenses, net													(18	)
													(158	)
Profit before taxes on income													237
Expenses for income tax													(57	)
Profit for the period													180

(*) Restated due to changes in composition of segments. For further details, see Section B above.¹

¹ For a definition of EBITDA following adjusted proportionate consolidation, please see Note 27 to the annual financial statements.

F - 16

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 4 – SEGMENT REPORTING (cont.)

	For the three-month period ended September 30, 2023
	Israel		Energy transition in the USA		Renewable energies in the USA			Other activities in the USA		Adjustments to consolidated			Consolidated - total
In NIS million	(Unaudited)
Revenues from sales and provision of services		781		389		31			39		(389	)		851
EBITDA after proportionate consolidation adjusted for the period		235		169		(2	)		9		(168	)		243
Adjustments:
Share in profits of associates														79
General and administrative expenses at the US headquarters (not allocated to segments)														(25	)
General and administrative expenses at the Company’s headquarters (not allocated to segments)														(7	)
Total EBITDA for the period														290
Depreciation and amortization														(98	)
Finance expenses, net														(70	)
Other income, net														11
														(157	)
Profit before taxes on income														133
Expenses for income tax														(32	)
Profit for the period														101

	For the three-month period ended September 30, 2022 (*)
	Israel		Energy transition in the USA		Renewable energies in the USA		Other activities in the USA		Adjustments to consolidated			Consolidated - total
In NIS million	(Unaudited)
Revenues from sales and provision of services		498		613		19		33		(613	)		550
EBITDA after proportionate consolidation adjusted for the period		119		181		2		3		(183	)		122
Adjustments:
Share in profits of associates													124
Net pre-commissioning expenses of Zomet													(2	)
General and administrative expenses at the US headquarters (not allocated to segments)													(25	)
General and administrative expenses at the Company’s headquarters (not allocated to segments)													(6	)
Total EBITDA for the period													213
Depreciation and amortization													(49	)
Finance expenses, net													(26	)
													(75	)
Profit before taxes on income													138
Expenses for income tax													(30	)
Profit for the period													108

(*) Restated due to changes in composition of segments. For further details, see Section B above.

F - 17

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 4 – SEGMENT REPORTING (cont.)

	For the year ended December 31, 2022
	Israel		Energy transition in the USA		Renewable energies in the USA		Other activities in the USA		Adjustments to consolidated			Consolidated - total
In NIS million	(Audited)
Revenues from sales and provision of services		1,735		1,967		95		97		(1,967	)		1,927
EBITDA adjusted after proportionate consolidation for the year		367		562		26		-		(564	)		391
Adjustments:
Share in profits of associates													286
Net pre-commissioning expenses of Zomet													(10	)
General and administrative expenses at the US headquarters (not allocated to segments)													(111	)
General and administrative expenses at the Company’s headquarters (not allocated to segments)													(26	)
Total EBITDA for the year													530
Depreciation and amortization													(201	)
Finance expenses, net													(47	)
													(248	)
Profit before taxes on income													282
Expenses for income tax													65
Profit for the year													217

NOTE 5 – REVENUES FROM SALES AND SERVICES

Composition of revenues from sales and provision of services:

	For the nine-month period ended September 30				For the three-month period ended September 30				For the year ended December 31
	2023		2022		2023		2022		2022
In NIS million	(Unaudited)				(Unaudited)				(Audited)
Revenues from sale of electricity in Israel:
Revenues from the sale of energy to private customers		1,154		891		530		355		1,212
Revenues from energy sales to the System Operator and other suppliers		127		79		64		22		107
Revenues for capacity services		30		-		28
Revenues from sale of steam in Israel		45		44		14		14		62
Other income in Israel		50		28		7		14		39
Total revenues from sale of energy and others in Israel (excluding infrastructure services)		1,406		1,042		643		405		1,420
Revenues from private customers for infrastructure services		373		237		138		93		315
Total income in Israel		1,779		1,279		781		498		1,735
Revenues from the sale of electricity from renewable energy in the USA		89		65		29		18		87
Revenues from provision of services in the US		103		79		41		34		105
Total income in the USA		192		144		70		52		192
Total income		1,971		1,423		851		550		1,927

F - 18

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 6 – SUBSIDIARIES

A.     Israel

1. Business combination that took place in the reporting period - acquisition of the Gat Power Plant

Further to what is stated in Note 28D to the annual financial statements regarding the Group’s engagement in a transaction for the acquisition of the Gat Power Plant, on March 30, 2023, the transaction was completed, and all rights in the Gat Partnership were transferred to the Group in consideration for approx. NIS 873 million (which is subject to working capital adjustments as is generally accepted in agreements of this type), of which approx. NIS 303 million were used to repay the shareholder loan, and the remaining balance of approx. NIS 570 million was used to acquire all the rights in the Gat Partnership (of which a total of approx. NIS 300 million constitutes a deferred consideration that will be paid through December 31, 2023). For more information regarding the project financing agreement that was signed on March 30, 2023, and which was used to finance part of the consideration as stated above, see Note 7A1.

Determination of fair value of assets and liabilities identifiable as of the acquisition date:

The acquisition of the Gat Power Plant was accounted for according to the provisions of IFRS 3 - “Business Combinations”. Therefore, on the Transaction Completion Date, the Company included in its financial statements the net identifiable assets of the Gat Power Plant in accordance with their fair value, that was estimated by an external independent appraiser (BDO Ziv Haft). As of the approval date of the report, the Company had not yet completed the attribution of the acquisition cost to the identifiable assets and liabilities, in light of the short time that had elapsed from the business combination date to the report's approval date. As a result, some of the fair value data are temporary and there may be changes that will affect the data included in these financial statements.

Set forth below is the fair value of the identifiable assets and liabilities acquired (according to temporary amounts):

	In NIS million
Cash and cash equivalents		2
Trade and other receivables		24
Property, plant, and equipment and right-of-use assets - facilities and electricity generation and supply license (1)		795
Property, plant, and equipment - land owned by the Gat Partnership (2)		84
Trade and other payables		(23	)
Loans from former right holders (3)		(303	)
Deferred tax liability		(109	)
Identifiable assets, net		470
Goodwill (4)		85
Total consideration (5)		555

(1) The Group opted to implement the expedient as per IFRS 3, and allocate the fair value of the facilities and the electricity supply license to a single asset. The fair value was estimated using the Multi Period Excess Earning Method (MPEEM). The valuation methodology included a number of key assumptions that constituted the basis for cash flow forecasts, including, among other things, electricity and gas prices, and nominal post-tax discount rate of 8%-8.75%. The said assets are amortized over approx. 27 years from the acquisition date, taking into account the expected residual value at the end of the assets’ useful life.

(2) The fair value of the land was determined by an external and independent land appraiser using the discounted cash flow technique, at a rate of 8%.

(3) As stated above, the loans were repaid immediately after the acquisition date.

(4) The goodwill arising as part of the business combination reflects the synergy between the activity of the Gat Power Plant and the Rotem Power Plant.

(5) The consideration includes a cash payment of approx. NIS 270 million plus deferred consideration, whose present value is estimated at approx. NIS 285 million as of the Transaction Completion Date.

	In NIS million
The aggregate cash flows that were used by the Group for the acquisition transaction:
Cash and cash equivalents paid		270
Cash and cash equivalents acquired		(2	)
		268

Furthermore, a total of approx. NIS 303 million was used to repay the shareholder loan as described above.

F - 19

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 6 – SUBSIDIARIES (cont.)

A. Israel (cont.)

2. Restructuring and investment transaction - Veridis transaction

The restructuring (transfer of assets and share exchange) and investment transaction entered into between Veridis, the Company and OPC Israel (a wholly-owned subsidiary of the Company) was completed in January 2023; as part of the transaction, assets were transferred from the Company and Veridis to OPC Israel and a wholly-owned company thereof; the transfer was tax-exempt in accordance with the provisions of the Income Tax Ordinance and was made in consideration for the allocation of shares in OPC Israel and a wholly-owned company thereof.

In addition, a shareholders agreement between the Company and Veridis was signed and came into force, which regulates their relationship in OPC Israel, such that as from the transaction completion date, all of the Company’s electricity and energy generation and supply in Israel are wholly-owned by OPC Israel.² Furthermore, on the transaction completion date, Veridis transferred to OPC Israel a total of approx. NIS 452 million (after adjustments to working capital as is generally accepted in agreements of this type); against the transfer of the said investment amount and Veridis’ rights in the Rotem Companies, Veridis was allocated 20% of OPC Israel’s issued capital. It should be noted that a total of NIS 400 million out of the said investment amount was used by Rotem to repay (pro rata) part of shareholder loans extended by the Company and Veridis to Rotem in 2021 (for more information, see Note 25D2 to the Annual Financial Statements). In addition, as part of the Transaction, arrangements were put in place regarding guarantees that the Company provided and/or will provide in favor of the assets transferred to OPC Israel, as well as indemnity arrangements in respect of such guarantees that will be retained by the Company. As of the approval date of the report, the parties take steps to complete actions in connection with the financing agreements of the Zomet and Hadera power plants, and in connection with adapting the said agreements to the holdings structure after the completion of the transaction.

The accounting treatment applied to the Veridis transaction in accordance with the provisions of IFRS 10 is a transaction with non-controlling interests while retaining control; accordingly, all differences between the cash received from Veridis as stated above and the increase in the non-controlling interests line item was recognized in capital reserve from transactions with non-controlling interests.

² In January 2023, on the eve of the transaction’s completion, the Company transferred to OPC Israel, among other things, the shares of OPC Power Plants, the holdings in Rotem 2, the holdings in Gnrgy, as well as other companies and operations in the area of activity in Israel, such as energy generation facilities on consumers’ premises, virtual electricity supply activity, and more.

F - 20

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 6 – SUBSIDIARIES (cont.)

B. USA - Renewable energies segment

Business combination that took place in the reporting period - acquisition of the Mountain Wind Power Plants

Further to what is stated in Note 29B to the annual financial statements regarding CPV Group’s engagement in an agreement for the acquisition of all rights in four active wind energy power plants (hereinafter - the “Mountain Wind Project”), on April 5, 2023, the transaction was completed and CPV Group received all rights in the Mountain Wind Project against payment of approx. a NIS 625 million consideration (approx. USD 175 million) (after adjustments as is generally accepted in agreements of this type). For more information regarding the project financing agreement that was signed on April 6, 2023, and which was used to finance part of the consideration as stated above, see Note 7A2.

The acquisition of the Mountain Wind project was accounted for according to the provisions of IFRS 3 - “Business Combinations”. Therefore, on the Transaction Completion Date, the Company included in its financial statements the fair value of the net identifiable assets and goodwill of the Mountain Wind project, that was estimated by an external independent appraiser (PwC Israel).

In the reporting period, the allocation of the acquisition cost to identifiable assets and liabilities has been completed, with no changes compared with the financial data reported in the financial statements for the first quarter of 2023.

Set forth below is the fair value of the identifiable assets and liabilities acquired:

	In NIS million (based on the USD exchange rate at acquisition date)			In USD millions
Trade and other receivables		14			4
Property, plant & equipment  (1)		451			127
Intangible assets (1)		93			26
Trade and other payables		(3	)		(1	)
Liabilities in respect of evacuation and removal		(5	)		(2	)
Identifiable assets, net		550			154
Goodwill (2)		75			21
Total consideration		625			175

(1) The fair value was estimated using the discounted cash flow method. The valuation methodology included a number of key assumptions that constituted the basis for cash flow forecasts, including, among other things, electricity and gas prices, and nominal post-tax discount rate of 5.75%-6.25%. Intangible assets are amortized over 13 to 17 years, and property, plant, and equipment items are depreciated over 20 to 29 years.

(2) The goodwill in the transaction reflects the business potential of the Group’s entry into the renewable energies market in New England, USA. CPV Group expects that the entire amount of the goodwill will be deductible for tax purposes.

F - 21

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY

A. Significant events during and subsequent to the reporting period

1. Gat Financing Agreement:

In March 2023, the Gat Partnership and Bank Leumi le-Israel B.M. (hereinafter - “Bank Leumi”) signed a financing agreement for a senior debt (project financing) to finance the construction of the Gat Power Plant, as described in Note 6A1; set forth below are the key points of the agreement:

Loan principal	NIS 450 million, repayable in quarterly installments, starting from September 25, 2023, with the final repayment date being May 10, 2039 (subject to the stipulated early repayment provisions in the agreement).
Interest on the loan	•          Prime interest + a spread ranging from 0.4% to 0.9% per annum. •         Conversion from a variable interest to fixed unlinked interest, in accordance with the conversion mechanism (unlinked interest payable on government bonds as defined in the agreement + a spread ranging from 2.05% to 2.55%), according to the earliest of: four years from the date of the first withdrawal or at the Gat Partnership’s discretion, or at the Bank’s discretion, in accordance with the forced conversion mechanism, as stipulated in the agreement. •          Repayment in quarterly installments, starting on June 25, 2023.
Collateral and pledges	•          Collateral were provided on all of the Gat Partnership’s assets and rights in it, including the real estate, bank accounts, insurances, the Gat Partnership’s assets and rights in connection with the Project Agreements (as defined in the agreement). •          A lien was placed on the rights of the entities holding the Gat Partnership. •         Guarantees were provided by the Company and Veridis Power Plants, each in accordance with its proportionate share in the Gat Partnership, as well as OPC Power Plants, to pay all principal and accrued interest payments, in connection with the completion of the registration of the collateral and the payment of the Deferred Consideration balance in the transaction for the purchase of the Gat Power Plant under the circumstances and subject to the terms set in the letter of guarantee.
Liabilities	The agreement prescribes certain restrictions and liabilities as is generally accepted in agreements of this type, including: •          Prohibition on pledging assets, and restrictions on the sale and transfer of assets; •          Restrictions on assuming financial debts and providing guarantees; •          requirement to obtain Bank Leumi’s approval for engagement in material agreements and other material actions; •          Undertaking in connection with holding certain reserve deposits for maintenance and debt service; •          Bank Leumi was granted veto rights and other rights in connection with certain decisions as is generally accepted in agreements of this type; •          Undertaking to obtain rating for the project under certain circumstances.
Financial covenants and default events	The agreement prescribes standard default events as is generally accepted in agreements of this type, including: •          Various default events; •          Shutdown of the Gat Power Plant; •          Payment default; •          Events that have a material adverse effect; •          Cross-default events by parties to certain project agreements; •          certain events relating to the project (as defined in the agreement); •          Certain changes in ownership/control; •          Certain force majeure events; •          Events associated with insurance coverage of activity of the Gat Power Plant; •          Non‑compliance with the financial ratios as set out in Note 7C and OPC Power Plants and certain other Group entities’ non-compliance with certain financial covenants; •          Certain legal proceedings in connection with the Gat Partnership.
Conditions for distribution	Distributions by the Gat Partnership (as defined in the Gat Financing Agreement, including a repayment of shareholder loans) is subject to a number of terms and conditions outlined in the agreement, including, among other things: •          Compliance with the following financial covenants: Historic DSCR, Average Projected DSCR and LLCR at a minimal rate of 1.15; •          A first quarterly principal and interest payment was made; •          The provisions of the agreement were complied with; •          no more than four distributions will be carried out in a 12-month period.

F - 22

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

1. Gat Financing Agreement: (cont.)

Equity Subscription Agreement of the Gat Partnership:

In March 2023, the Gat Partnership, the Entities Holding the Gat Partnership, including OPC Power Plants and Bank Leumi signed an equity subscription agreement, under which the said entities made certain undertakings toward Bank Leumi in connection with the Gat Partnership's activity, including undertakings to bear 6 months of debt service at the terms set forth in the said agreement; to provide equity capital; an undertaking to make certain guarantees in favor of third parties in connection with the Gat Power Plant’s activity, to the extent required; certain financial covenants of OPC Power Plants and the Group companies; payment of certain amounts in connection with the arbitration proceeding between the Gat Partnership and the Operator (as defined in the agreement); bearing capacity payments under some circumstances prescribed in the said equity subscription agreement; and paying any amount to Bank Leumi beyond the principal and the accrued interest under the abovementioned Letter of Guarantee, to the extent it is realized.

2. Mountain Wind financing agreement

On April 6, 2023, a CPV Group and a banking corporation entered into a financing agreement that includes: (1) a term loan of approx. NIS 270 million (approx. USD 75 million) that was used to fund part of the purchase consideration of the Mountain Wind Project (as described in Note 6B above) (hereinafter - the “Loan”); and (2) ancillary credit facilities for working capital and LC at a total amount of approx. NIS 60 million (approx. USD 17 million) for the current credit needs of the Mountain Wind Project.

The term of the Loan and Credit Facilities is for a period of 5 years. The Loan bears annual interest of SOFR plus a fixed margin and a variable margin of between 1.625% and 1.75% over the term of the loan; the interest will be paid at least every quarter. It should be noted that the CPV Group hedged the exposure to changes in variable SOFR interest by entering into an interest rate swap in respect of 75% of the balance of the Loan and opted to apply cash flow hedge accounting. The weighted interest as of the transaction date is approx. 5.3%.

The agreement and credit facilities include generally accepted grounds for immediate repayment of the outstanding debt balance, and generally accepted financial covenants in connection with distributions. Furthermore, in order to secure the credit facilities, the banking corporation was provided with pledges on the assets of the Mountain Wind Project and the rights therein.

F - 23

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

3. Tax equity partner agreement in Maple Hill

On May 12, 2023, CPV Group entered into an investment agreement with a tax equity partner totaling approx. NIS 280 million (approx. USD 78 million) in the Maple Hill project (hereinafter - the “Project”).  Pursuant to the Agreement, the tax equity partner’s investment in the Project shall be provided in part (20%) on the date of completion of the construction works (Mechanical Completion) and the remainder (80%) on the Commercial Operation Date, as these terms are defined in the Agreement, subject to the fulfillment of the terms and conditions prescribed for that in the Agreement on each said date, as is the accepted norm in agreements of this type. It should be noted that if commercial operation of the Project will not be completed by December 31, 2023, the tax equity partner will be entitled to approx. a NIS 13 million (approx. USD 4 million) compensation and for a certain period that was set, also to an option to sell to CPV Group his share in accordance with a mechanism set in the agreement, which is mainly derived on injection of the tax equity partner’s investments through that date.

In consideration for its investment in the project corporation, the tax equity partner is expected to receive most of the project’s tax benefits, including Investment Tax Credit (ITC) at a higher rate of 40% (in accordance with the IRA), and participation in the distributable free cash flow from the project (at single digit rates and on a gradual basis as set out in the investment agreement). In addition, the tax equity partner is entitled to participate in the project's loss for tax purposes; in the first few years, the tax equity partner’s share in such taxable income or loss for tax purposes is high. At the end of 6 years from the commercial operation date, the tax equity partner’s share in such taxable income decreases significantly, and CPV Group has the option to acquire the tax equity partner’s share in the project corporation within a certain period and in accordance with a mechanism and conditions set out in the agreement in connection therewith.

As is generally accepted in engagements of this type, the agreement includes a guarantee provided by CPV Group, and an undertaking to indemnify the tax equity partner in connection with certain matters. Furthermore, the tax equity partner has certain veto rights, among other things, in respect of the creation of liens on the Project Partnership’s assets or the entry of the Project Corporation into additional material Project agreements.

The completion of the agreement and the injection of the tax equity partner's investments on the dates set for that purpose as stated above is subject to conditions precedent, which have not yet been fully fulfilled as of the approval date of the report; accordingly, the entire investment consideration of the tax equity partner has yet to be received.

F - 24

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

4. Financing agreement for construction in the US Renewable Energies segment

On August 24, 2023, the CPV Group - through wholly owned subsidiaries holding advanced-stage projects - entered into a financing agreement with several international financing corporations for a total amount of approx. NIS 1.4 billion (approx. USD 370 million; hereinafter - the “Total Financing Commitment”) for the purpose of financing and providing collaterals required for the construction and initial operating period of qualifying³ projects in the field of renewable energy in the United States (hereinafter - the “Financing Agreement”). As of the report date, the Maple Hill and Stagecoach projects are qualifying projects (hereinafter, jointly - the “Qualifying Projects”).

Out of the Total Financing Commitment, a total of approx. NIS 690 million (approx. USD 181 million) will be earmarked for the financing of the projects’ construction and initial commercial operating period subject to the terms and conditions detailed below (hereinafter - ”Financing of Construction”); a total of approx. NIS 150 million (approx. USD 39 million) will be earmarked for the provision of letters of credit (LCs) for the projects (hereinafter - “Letters of Credit”) and a total of approx. NIS 570 million (approx. USD 150 million) will be advanced as a bridge loan for the project following its engagement with a “tax equity partner” (hereinafter - the “Bridge Loan”).

As of the report date, a total of approx. NIS 223 million (approx. USD 59 million) were withdrawn by CPV Group from the Financing Commitment as part of Financing of Construction. It should be noted that the CPV Group hedged the exposure to changes in variable SOFR interest by entering into an interest rate swap in respect of 75% of the balance of the Loan and opted to apply cash flow hedge accounting.

Subsequent to the report date, a total of approx. NIS 285 million (approx. USD 75 million) was withdrawn by CPV Group as part of the Bridge Loan.

Set forth below are the key principles of the Financing Agreement:

Lenders

International and Israeli banking corporations (with an option to expand the group of lenders by way of syndication) (hereinafter in this section - the “Financing Entities”).

Financing of Construction

On the Financial Closing Date of the financing agreement (hereinafter - the “Financial Closing Date), the above maximum Financing of Construction amount will be set in accordance with the projects’ compliance with the scope of leveraging principles, such that each project is required to meet a projected minimum DSCR ratio of 1.3,4 based on the stream of revenues from PPAs and green certificates, and 1.8 based on the stream of revenues from market sales (hereinafter - the “Leveraging Ratios”).5 It should be noted that for each project, the compliance with the Leveraging Ratios will be assessed on the date of the first withdrawal (and as a condition thereof), and at the end of the completion of construction work (hereinafter - the “Conversion Date”). The Financing of Construction amount that may be converted on the Conversion Date (if any) into financing for the initial commercial operation period shall be determined in accordance with the assessment of the compliance with the Leveraging Ratios as of that date.

³ The classification as a “qualifying project” is conditional upon the project’s meeting generally accepted conditions for senior debt financing as part of a non-recourse project financing.

⁴ The ratio between the free cash flow for debt service and the principal and interest payments for the relevant period.

⁵ The Financing of Construction amount, as of the financial closing date, will meet the leverage ratios as of that date. If a project shall not comply with the leverage ratios at the first withdrawal date of the Financing of Construction or at the abovementioned Conversion Date, as the case may be, the total Financing Commitment allocated thereto will be reduced to the level at which it will comply with the Leveraging Ratios described above.

F - 25

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

4. Financing agreement for construction in the US Renewable Energies segment (cont.)

Conditions for first withdrawal or conversion	The conditions for first withdrawal for each qualifying project include, among other things, compliance of the Financing of Construction amount with the Leveraging Ratios, and the provision of a minimum equity amount (under certain conditions, surplus amounts may be diverted from a qualifying project in favor of another qualifying project, as described below). Furthermore, the withdrawal of financing by each project is subject to the relevant project’s compliance with financial covenants that are generally accepted in project financing, to the submission of withdrawal requests, and to the following: Financing of Construction: As of the Financial Closing Date, the Maple Hill and Stagecoach projects meet the said conditions (including the above Leveraging Ratios). As stated above, on each project’s Conversion Date, the project’s compliance with the Leveraging Ratios will be assessed as a condition for the conversion of the Financing of Construction amount into a loan for the initial commercial operation period instead of full repayment of the Financing of Construction amount on that date if it has not been converted. Letters of credit: - The total amount of letters of credit is based on the project’s needs in accordance with the commercial arrangement, and on the conversion date - subject to an undertaking to provide a collateral at the amount of the projected debt service in a 6-month period, for each project and in accordance with the provisions of the Financing Agreement. Bridge Loan is subject to the provision of the tax equity partner’s undertaking as defined in the Financing Agreement. The amount of the Bridge Loan that may be withdrawn for a qualifying project is limited to up to 98% of the liabilities of the project’s tax equity partner.
Final repayment date	The earlier of 4 years after the Financial Closing Date or a year after the Conversion Date of the third qualifying project.
Interest and linkage, other costs	The loans for each project bear annual interest based on SOFR plus a margin as follows: Financing of Construction6: approx. 2%. Bridge Loan: approx. 1.25%. Letters of credit: Issued for an annual issuance fee as is generally accepted in facilities of this type. In addition, a facility fee will apply to unutilized amounts as is generally accepted in financing arrangements of this type, and the projects will bear transaction costs and other fees and commissions, including in connection with the organization of the financing and the syndication.
Early repayment dates of Financing of Construction (principal and interest)	Repayment of principal: •          For each project, starting on the conversion date of each project (if it is converted), in quarterly installments in accordance with the amortization schedule set in the Financing Agreement, and on the loan repayment date - a single installment of the outstanding principal balance. If no conversion will be carried out, the repayment date will take place at the end of the construction period. •          For each project, a cash-sweep mechanism will apply to 50% of the quarterly free cash flow after debt service (the remaining 50% shall be retained as a reserve and may be utilized for another qualifying project subject to compliance with certain conditions). The interest will be repaid in monthly or quarterly installments, subject to the Borrower’s discretion.

⁶ It should be noted that if CPV Group will convert the Financing of Construction amount to finance the initial commercial operation period, approx. a 2.75% margin will apply.

F - 26

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

4. Financing agreement for construction in the US Renewable Energies segment (cont.)

Additional material terms and conditions

•          The financing agreement includes grounds for immediate repayment that are standard in project financing agreements of this type, including, inter alia – breach of representations and commitments that have a material adverse effect, default events, non‑compliance with certain obligations, various insolvency events, winding down of the project or termination of significant parties in the project (as defined in the agreement), occurrence of certain events relating to the regulatory status of the project and holding regulatory approvals, certain changes in ownership of the project, certain events in connection with the project, existence of legal proceedings relating to the project, and a situation wherein the project is not entitled to receive payments for capacity and electricity – all in accordance with and subject to the terms and conditions, definitions and periods detailed in the financing agreement. •          The three projects are pledged in favor of the lenders in order to secure the undertakings under the Financing Agreement, and a cross default provision is in place between the projects. •          The Borrower may use the surplus equity and/or surplus cash flows of a qualifying project in order to support another qualifying project’s needs and requirements, subject to the conditions that were set.

Collateral, pledges, guarantees

Collaterals and liens are provided in favor of the Financing Entities on all of the projects’ assets and the rights arising therefrom, and in respect of which a withdrawal was made or credit letters were provided (and in respect of each qualifying asset that will be added). CPV Group provided a guarantee to secure certain undertakings in connection with the Financing Agreement, including an undertaking to bear the expenses that will apply to the project as a result of changes to the law in connection with the tax benefits that will arise from the projects, in respect of costs pertaining to breach of a warranty claim by the solar panels supplier, in respect of costs incurred by the projects (if any) in connection with customs payable with respect to the solar panels, and the Maple Hill project’s failure to meet the dates-related undertakings to the tax equity partner, all in accordance with and subject to the conditions set in the Financing Agreement.

5. During the reporting period, the Company published a shelf prospectus that will be in effect through May 31, 2026.

6. On August 1, 2023, Maalot (S&P) reiterated the rating of the Company and its debentures at ‘ilA-’, and updated the outlook to negative.

7. Further to what is stated in Note 16B3 to the annual financial statements regarding the NIS 400 million credit facility agreement with Harel, in September 2023 the Company informed Harel, that it will not renew the credit facility by a further year, and accordingly the credit facility expired at the end of October 2023.

F - 27

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

A. Significant events during and subsequent to the reporting period (cont.)

8. Short-term credit facilities from Israeli banks:

As of the report’s approval date, the Company has binding short-term credit facilities from Israeli banks in effect through the second half of 2024.

Set forth below  is information regarding short-term credit facilities of the Group companies from Israeli banks immediately prior to the report’s approval date (in NIS million):

	Facility amount		Actual amount utilized (1), (2)
The Company		300		10
OPC Israel		250		-
The Company for CPV Group (1)	365 (approx. USD 95 million)		155 (approx. USD 40 million)
Total		915		165

 (1) For the purpose of letters of credit and bank guarantees.

 (2) Furthermore, as at the report date, the Company utilized unsecured credit facilities for the purpose of letters of credit and bank guarantees at the total amount of approx. NIS 405 million. The utilization of unsecured facilities is subject to the discretion of any financing entity on a case-by-case basis on every utilization request date, and therefore there is no certainty as to the ability to utilize them.

B. Changes in the Group’s material guarantees:

Further to Note 16C to the Annual Financial Statements, following are details on the main changes which took place during the reporting period in the bank guarantee amounts given by Group companies to third parties:

	As at September 30, 2023		As at December 31, 2022
For operating projects in Israel (Rotem, Hadera and the Gat Power Plant) (1)		145		111
For Zomet (2)		90		74
For projects under construction and development in Israel (Sorek and consumers’ premises)		47		54
For virtual supply activity in Israel		82		62
In respect of the Eshkol tender		51		-
For operating projects in the US Renewable Energies Segment		89		50
In respect of projects under construction and development in the USA (Group 3) (CPV)		195		90
Total		699		441

 (1) The increase arises mainly from an increase in bank guarantees provided by the companies in favor of the System Operator in the ordinary course of business.

 (2) The increase in the balance of guarantees stems mainly from an increase in bank guarantees provided by the Company in the name of Zomet in favor of the Israeli Electricity Authority in respect of the permanent generation license, and in favor of Zomet’s lenders as part of the Equity Subscription Agreement (as described in Note 16B2 to the annual financial statements).

 (3) The increase stems mainly from an increase in bank guarantees provided to various third parties in connection with a renewable energies project under advanced development.

Furthermore, CPV Group provided a corporate guarantee of approx. NIS 110 million (approx. USD 30 million)  for the purpose of supporting energy retail sale activities through a wholly-owned subsidiary of CPV Group.

F - 28

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

 

C. Financial covenants:

Further to what is stated in Note 17B to the annual financial statements, set forth below are the financial covenants attached to the Series B and C debentures as defined in the deeds of trust, and the actual amounts and/or ratios as of September 30, 2023:

Ratio	Required value Series B	Required value Series C	Actual value
Net financial debt (1) to adjusted EBITDA (2)	will not exceed 13 (for distribution purposes - 11)	will not exceed 13 (for distribution purposes - 11)	5.6
The Company shareholders’ equity (separate)	will not fall below NIS 250 million (for distribution purposes - NIS 350 million)	will not fall below NIS 1 billion (for distribution purposes - NIS 1.4 billion)	Approx. NIS 4,057 million
The Company’s equity to asset ratio (separate)	will not fall below 17% (for distribution purposes - 27%)	will not fall below 20% (for distribution purposes - 30%)	68%
The Company’s equity to asset ratio (consolidated)	--	will not fall below 17%	44%

(1) The consolidated net financial debt less the financial debt designated for construction of the projects that have not yet started to generate EBITDA.

(2) Adjusted EBITDA as defined in the deeds of trust.

As of September 30, 2023, the Company complies with the said financial covenants.

F - 29

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

C. Financial covenants: (cont.)

Further to Note 16 to the annual financial statements and Note 7A1, set forth below are the financial covenants, as defined in the said note, which apply to Group companies in connection with their financing agreements with banking corporations (including long-term loans and binding short-term credit facilities), and the actual amounts and/or ratios as of September 30, 2023:

Financial covenants	Breach ratio	Actual value
Covenants applicable to Hadera in connection with the Hadera Financing Agreement
Minimum projected DSCR	1.10	1.19
Average projected DSCR	1.10	1.56
LLCR	1.10	1.68
Covenants applicable to the Company in connection with the Hadera Equity Subscription Agreement
Company’s shareholders equity (separate) (through the end of the construction contractor’s warranty period)	will not fall below NIS 250 million	Approx. NIS 4,057 million
The Company’s equity to asset ratio (separate)	will not fall below 20%	68%
Minimum cash balance or bank guarantee from Hadera’s commercial operation date through the end of the construction contractor’s warranty period	will not fall below NIS 50 million	Approx. NIS 332 million
Covenants applicable to Zomet in connection with the Zomet Financing Agreement (1)
Expected ADSCR	1.05	1.37
Historic ADSCR	1.05	N/A
LLCR	1.05	1.42
Covenants applicable to the Gat Partnership in connection with the Gat Financing Agreement
Minimum projected DSCR	1.05	1.35
Average projected DSCR	1.05	1.35
LLCR	1.05	1.36
Covenants applicable to OPC Power Plants in connection with the Gat Equity Subscription Agreement
OPC Power Plants’ total assets balance	will not fall below NIS 2,500 million	Approx. NIS 5,603 million
OPC Power Plant’s equity to asset ratio	will not fall below 15%	33%
Ratio of net debt to adjusted EBITDA of OPC Power Plants	will not exceed 12	2.9
OPC Power Plants’ minimum cash balance	will not fall below NIS 30 million	Approx. NIS 217 million
OPC Power Plants’ minimum cash balance (”separate”)	will not fall below NIS 20 million	Approx. NIS 21 million
Covenants applicable to the Company in connection with the Harel credit facility
The Company shareholders’ equity (separate)	will not fall below NIS 550 million	Approx. NIS 4,057 million
The Company’s equity to asset ratio (separate)	will not fall below 20%	68%
The Company’s net debt to adjusted EBITDA ratio	will not exceed 12	5.6
The LTV of the pledged rights	will be less than 50%	N/A
Covenants applicable to the Company in connection with the Discount credit facility
The Company shareholders’ equity (separate)	will not fall below NIS 1,000 million	Approx. NIS 4,057 million
The Company’s equity to asset ratio (separate)	will not fall below 20%	68%
Covenants applicable to the Company in connection with the Mizrahi and Hapoalim credit facilities
The Company shareholders’ equity (separate)	will not fall below NIS 1,200 million	Approx. NIS 4,057 million
The Company’s equity to asset ratio (separate)	Will not fall below 40% (in respect of Hapoalim) and below 30% (in respect of Mizrahi)	68%
The Company’s net debt to adjusted EBITDA ratio	Will not exceed 12	5.6
Covenants applicable to OPC Israel in connection with the Mizrahi credit facility
OPC Israel’s standalone shareholders’ equity, including non-controlling interests	will not fall below NIS 500 million	Approx. NIS 2,125 million
OPC Israel’s equity to asset ratio (consolidated)	will not fall below 20%	37%
The Company’s net debt to adjusted EBITDA ratio	will not exceed 10	2.9

(1) It should be noted that according to the Zomet Financing Agreement the historical ADSCR financial covenant shall be assessed for the first time after the first repayment date of the loans principal.

As of September 30, 2023, the Group companies comply with the said financial covenants.

F - 30

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 7 – CREDIT FROM BANKING CORPORATIONS AND OTHERS, DEBENTURES, GUARANTEES AND EQUITY (cont.)

D. Issuance of shares in respect of share-based payment and exercise of options

1. Options - during the reporting period, the Company issued additional 7,975 ordinary shares of the Company of NIS 0.01 par value each to Group officers following announcements of net exercise of 22,786 options.

2. RSUs - during the reporting period, the Company issued a total of 14,017 ordinary shares of the Company of NIS 0.01 par value each to Group officers in view of the vesting of some of the RSUs awarded to them as part of an equity-based compensation plan to Company’s employees as described in Note 18B to the Annual Financial Statements.

NOTE 8 – COMMITMENTS, CLAIMS AND OTHER LIABILITIES

A. Commitments

1. In June 2023, CPV Group entered into a construction agreement with a construction contractor in respect of the construction of a solar-powered project with a capacity of 170 MWdc located in Maryland, United States (hereinafter - the “Backbone Project”). In accordance with the agreement, the contractor is required to plan, purchase, install, build, test, and operate the solar project in full, on a turnkey basis. As of the approval date of the report, the total consideration in the EPC agreement was set at a fixed amount of approx. NIS 650 million (approx. USD 175 million), which will be paid in accordance with the milestones set in the construction agreement.

2. In the reporting period, an agreement for the lease of land for the Backbone project entered into force in CPV Group. The term of the agreement is 37 years, with an option to extend the term by five further periods of seven years each. During the reporting period, a lease liability and a right-of-use asset in the amount of approx. NIS 122 million (approx. USD 33 million) were recognized.

3. Further to what is stated in Note 28C3 to the annual financial statements regarding Rotem and Hadera’s natural gas purchase agreements with Energean Israel Limited (hereinafter – “Energean”), in the reporting period Energean issued Hadera with a notice regarding the completion of the commissioning for the purpose of the Hadera agreement on February 28, 2023; Energean also issued Rotem with a notice regarding the completion of the commissioning for the purpose of the Rotem agreement on March 25, 2023, and a notice regarding commercial operation on March 26, 2023.

Furthermore, in the first quarter of 2023, Rotem and Hadera recognized approx. a NIS 18 million (approx. USD 5 million) contractual financial amount, which was recognized in the cost of sales line item and is expected to be received in early 2024.

4. Further to what is stated  in Note 11B1(e) to the annual financial statements regarding the filing of the appraisal appeal by the joint corporation in respect of the assessment that was issued by the Israel Lands Authority (hereinafter - “ILA”) in respect of the land of the Zomet Power Plant, in January 2023, a decision was made regarding the initial appeal, whereby the amount of the final assessment was reduced to NIS 154 million (excluding VAT). In May 2023, Zomet appealed against the decision regarding the appeal.

B. Claims and other liabilities

1. Following on Note 28A2 to the Annual Financial Statements regarding the motion to certify a derivative claim on transactions to purchase natural gas from Energean and the Tamar Group and transactions to sell excess natural gas to Bazan, in a new ruling handed down in November 2023, the Court dismissed the entire motion.

2. Further to what is stated in Note 28A1 to the annual financial statements regarding a motion for certification of a derivative lawsuit regarding the power purchase transaction, in February 2023 the court handed down a judgment that approved the settlement agreement, and during the reporting period, Rotem paid a total of NIS 2 million, which reflects its share as set out in the settlement agreement.

3. Further to what is stated in Note 28A4 to the annual financial statements, regarding the arbitration proceeding conducted with the Hadera construction contractor, the latter’s request to amend its pleadings was allowed, such that the contractor may add a claim for receipt of a final acceptance certificate of the power plant under the construction agreement; the amended pleadings were subsequently filed. In April 2023, the Company filed its response to the amended pleadings and a counter-claim. As of the approval date of the report, evidentiary hearings in the proceeding were scheduled for June 2024.

F - 31

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 9 – FINANCIAL INSTRUMENTS

A. Financial instruments measured at fair value for disclosure purposes only

The carrying amounts of certain financial assets and financial liabilities, including short‑term and long‑term deposits, cash and cash equivalents, restricted cash, trade receivables, other receivables, trade payables and other payables, and some of the Group’s long-term loans are the same as or approximate to their fair values.

The fair values of the other financial assets and financial liabilities, together with the carrying amounts stated in the statement of financial position, are as follows:

	As at September 30, 2023
	Carrying amount (*)		Fair value
	(Unaudited)		(Unaudited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		2,962		2,973
Loans from non‑controlling interests (Level 2)		426		399
Debentures (Level 1)		1,841		1,682
		5,229		5,054

	As at September 30, 2022
	Carrying amount (*)		Fair value
	(Unaudited)		(Unaudited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		1,786		1,838
Loans from non‑controlling interests (Level 2)		473		431
Debentures (Level 1)		1,834		1,722
		4,093		3,991

	As at December 31, 2022
	Carrying amount (*)		Fair value
	(Audited)		(Audited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		1,817		1,859
Loans from non‑controlling interests (Level 2)		437		400
Debentures (Level 1)		1,854		1,734
		4,108		3,993

(*) Includes current maturities and interest payable.

For details regarding the Group’s risk management policies, including entering into financial derivatives as well as the manner of determining the fair value, see Note 23 to the Annual Financial Statements.

B. Fair value hierarchy of financial instruments measured at fair value

The table below presents an analysis of financial instruments measured at fair value, on a periodic basis, using an evaluation method.

The evaluation techniques and various levels were detailed in Note 23 to the annual financial statements.

	As at September 30				As at December 31
	2023		2022		2022
In NIS million	(Unaudited)				(Audited)
Financial assets
Derivatives used for hedge accounting
CPI swap contracts (Level 2)		38		34		*33
Interest rate swaps (USA) (Level 2)		43		25		24
Forwards on exchange rates (Level 2)		1		6		2
Total		82		65		59

(*) The nominal NIS-denominated discounted interest rate range in the value calculations is 3.94%-4.20% and the real discounted interest rate range is 0.24%-2.10%.

F - 32

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 10 – SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE REPORTING PERIOD

A. Subsequent to the reporting period, on October 7, 2023 the “Iron Swords” war (hereinafter – the “War”) broke out in Israel following a murderous attack by the terrorist organization Hamas on settlements surrounding the Gaza Strip in the south of Israel. Naturally, the war led to consequences and restrictions that affected the Israeli economy, which include, among other things, a decline in business activity, extensive recruitment of reservists, restrictions on gatherings in workplaces and public spaces, restrictions on the activity of the education system, and more. The effects of the War also include a significant uncertainty as to the War’s impact on macroeconomic factors in Israel and on the financial position of the State of Israel, including potential adverse effects on the credit rating of the State of Israel and Israeli financial institutions (specifically the Israeli banking system), sharp changes in exchange rates, specifically the strengthening of the US dollar against the shekel, and instability in the Israeli capital market (including increased volatility, slumps, and restricted liquidity and accessibility).

As of the report’s approval date, there is a significant uncertainty as to the development of the War, its scope and duration. There is also significant uncertainty as to the impact of the War on macroeconomic and financial factors in Israel, including the situation in the Israeli capital market. Therefore, at this stage, it is not possible to assess the effect that the War will have on the Company, nor is it possible to assess the magnitude of the War’s effect on the Company and its results of operations, if any, in the short and medium term.

B. In the nine‑month periods ended September 30, 2023 and 2022 the Group purchased property, plant and equipment for a total of approx. NIS 1,991 million and approx. NIS 555 million, respectively, including property, plant and equipment purchased under a business combination during the nine-month period ended September 30, 2023, for a total of approx. NIS 1,321 million, as detailed in Notes 6A1 and 6B.

The said purchase amounts also include credit costs, which were capitalized to property, plant and equipment at approx. NIS 44 million and approx. NIS 39 million, in the nine‑month periods ended September 30, 2023 and 2022, respectively. Furthermore, these amounts include non-cash purchases totaling approx. NIS 82 million and approx. NIS 119 million during these periods, respectively.

C. On June 22, 2023 and July 20, 2023, the commercial operation period of the Zomet and Three Rivers power plants commenced (CPV Group’s share - 10%), respectively.

D. Further to what is stated in Note 18C to the annual financial statements regarding a profit-sharing plan for CPV Group employees, the Plan’s fair value as of the report date amounted to approx. NIS 159 million (approx. USD 42 million); this value was estimated using the option pricing model (OPM), based on a standard deviation of 29%, risk-free interest of 4.9%, and remaining expected useful life until exercise of 2.3 years. In the reporting period, approx. NIS 17 million in expenses were recognized (approx. NIS 19 million in the corresponding period last year).

As of the report date, the Group recognized - in accordance with the vesting period - a NIS 129 million liability out of the fair value; a total of NIS 97 million was included in the other long-term liabilities line item, and the remaining amount - NIS 32 million - was included in the payables and credit balances line item.

F - 33

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 10 – SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE REPORTING PERIOD (cont.)

E. Further to Note 25A2 to the annual financial statements, in the reporting period, the Company and non-controlling interests made equity investments in OPC Power Ventures LP (both directly and indirectly) totaling approx. NIS 565 million (approx. USD 150 million) and extended loans totaling approx. NIS 175 million (approx. USD 45 million), based on their stake in the Partnership. After utilizing the entire investment commitment and shareholder loans in July 2023, the facility was increased by USD 100 million (the Company’s share in the facility - USD 70 million).

F. For more information regarding developments in credit from banking corporations and others, debentures, guarantees and equity in the reporting period and thereafter, see note 7.

G. For more information regarding developments in commitments, legal claims and other liabilities in the reporting period and thereafter, see Note 8.

H. On May 10, 2023, it was announced that the Group through OPC Power Plants (hereinafter - the “Winner”) won the tender issued by ILA for planning and an option to purchase leasehold rights in land for the construction of renewable energy electricity generation facilities using photovoltaic technology in combination with storage in relation to three compounds in the Neot Hovav Industrial Local Council, with a total area of approx. 227 hectares. The Group’s bids in this Tender total approx. NIS 484 million, in the aggregate, for all three Tender Compounds.

Under the terms and conditions of the Tender, the bids’ amount shall be paid in the following manner for each of the compounds: (1) in connection with participating in the Tender, the Group has provided an approx. NIS 5 million guarantee for each of the compounds which are the subject matter of the Tender (a total of NIS 15 million), which, in accordance with the terms and conditions of the Tender, was realized upon winning and will be deducted from the first payment, as stated below; (2) in August 2023, a further amount was paid, which is comprised of amounts that constitute 20% of the bid amount for each compound in respect of a planning authorization agreement for the period prescribed in the tender documents; (3) Upon authorizing a new outline plan, under which the project may be constructed (to the extent that it is authorized), lease agreements will be signed for a period of 24 years and 11 months, to build and operate the project(s), against payment of the remaining 80% of the bid amount per compound. To clarify, 20% of the said bid amount paid will not be refunded to the Winning Bidder even if the project(s)’ development and planning procedures never develop into an authorized plan and lease agreements are not signed.

As of the approval date of the report, it is uncertain that approvals, consents, or actions required for the completion of the project/s will be completed with respect to any of the compounds.

F - 34

OPC Energy Ltd.

Notes to the Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES

The Group attaches to these condensed consolidated interim financial statements the condensed interim financial statements of Valley and Towantic, and the condensed interim financial data of Fairview (hereinafter - “Material Associates”), including adjustments from US GAAP to IFRS presented below. According to an approval issued by the Israel Securities Authority Staff at the request of the Company, the Company shall publish the condensed interim financial statements of Fairview for the third quarter of 2023 by December 31, 2023.

According to legal advice received by CPV Group, under the relevant US law it is not required to sign the financial statements of the material associates, and the attached financial statements were approved by the competent organs, and a review report of the independent auditors was attached thereto.

The Material Associates’ functional and presentation currency is the USD. As of the report date, the exchange rate is NIS 3.824 per USD.

The financial statements of the Material Associates are drawn up in accordance with US GAAP, which vary, in some respects, from IFRS. Set forth below is information regarding adjustments made to the Material Associates’ financial statements in order to make them compatible with the Company’s accounting policies and rules.

Valley

Further to what is stated in Note 26D to the annual financial statements, on June 27, 2023 Valley’s financing agreement was amended and extended (hereinafter - the “Amendment and Extension Agreement). According to the original financing agreement, the contractual repayment date with regard to loans whose balance as of the signing date of the amendment and extension agreement is NIS 1.5 billion (approx. USD 415 million, CPV Group’s share - 50%), will be June 30, 2023. According to the amendment and extension agreement, the final repayment date was postponed to May 31, 2026. Set forth below are the key terms of the new financing agreement:

A. The annual repayments of the loan principal until a Title V permit is received (if it is, indeed, received) and reaching a certain leveraging ratio as set in the amendment and extension agreement shall amount to the entire free cash flow amount of Valley (100% cash sweep). After receiving the Title V permit and complying with the coverage ratio that was set, the annual repayment amount shall vary, and will be calculated based of a combination of a fixed predetermined amortization schedule and a 50% cash sweep mechanism, such that the entire free cash flow in excess of the said amount will be available to Vally, and will be used to cover operating costs, service the debt, and other liquidity needs.

B. On the signing date of the Amendment and Extension Agreement, Valley repaid NIS 200 million (approx. USD 55 million; CPV Group’s share - 50%) by advancing subordinated shareholder loans to Valley (the Company’s share in the said shareholder loans is NIS 61 million, approx. USD 17 million).

C. The base interest was revised to SOFR-based interest plus a weighted average interest margin of 5.75% for the project).

F - 35

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Statement of Financial Position:

		As at September 30, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			97		8,769			8,866
Restricted cash			8,769		(8,769	)		-
Property, plant & equipment	A, C, D		771,593		(157,143	)		614,450
Intangible assets	D		20,102		(20,102	)		-
Other assets			66,075		-			66,075
Total assets			866,636		(177,245	)		689,391
Accounts payable and deferred expenses	A		10,533		(1,702	)		8,831
Other liabilities			457,411		(2,775	)		454,636
Total liabilities			467,944		(4,477	)		463,467
Partners’ equity	A, C		398,692		(172,768	)		225,924
Total liabilities and equity			866,636		(177,245	)		689,391

		As at September 30, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			97		6,312			6,409
Restricted cash			9,878		(6,312	)		3,566
Property, plant & equipment	A, C, D		792,690		(168,991	)		623,699
Intangible assets	D		20,353		(20,353	)		-
Other assets			79,534		-			79,534
Total assets			902,552		(189,344	)		713,208
Accounts payable and deferred expenses	A		24,618		(1,466	)		23,152
Other liabilities			525,558		-			525,558
Total liabilities			550,176		(1,466	)		548,710
Partners’ equity	A,C		352,376		(187,878	)		164,498
Total liabilities and equity			902,552		(189,344	)		713,208

		As at December 31, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			145		1,041			1,186
Restricted cash			4,630		(1,041	)		3,589
Property, plant & equipment	A, C, D		786,365		(165,597	)		620,768
Intangible assets	D		20,604		(20,604	)		-
Other assets			112,188		-			112,188
Total assets			923,932		(186,201	)		737,731
Accounts payable and deferred expenses	A		31,775		(1,409	)		30,366
Other liabilities			518,259		-			518,259
Total liabilities			550,034		(1,409	)		548,625
Partners’ equity	A, C		373,898		(184,792	)		189,106
Total liabilities and equity			923,932		(186,201	)		737,731

F - 36

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Statements of income and other comprehensive income:

		For the nine-month period ended September 30, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Revenues			162,353		-			162,353
Operating expenses	A		96,062		(4,218	)		91,844
Depreciation and amortization	C		19,552		(5,032	)		14,520
Operating profit			46,739		9,250			55,989
Finance expenses	B		32,815		(4,869	)		27,946
Profit for the period			13,924		14,119			28,043
Other comprehensive income - derivative financial instruments	B		10,870		(2,094	)		8,776
Comprehensive income for the period			24,794		12,025			36,819

		For the nine-month period ended September 30, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Revenues			305,725		-			305,725
Operating expenses	A		226,620		(4,194	)		222,426
Depreciation and amortization	C		19,367		(5,032	)		14,335
Operating profit			59,738		9,226			68,964
Finance expenses	B		24,027		(5,030	)		18,997
Profit for the period			35,711		14,256			49,967
Other comprehensive income (loss) - derivative financial instruments	B		767		(5,030	)		(4,263	)
Comprehensive income for the period			36,478		9,226			45,704

F - 37

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Statements of income and other comprehensive income: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Revenues			54,402		-			54,402
Operating expenses	A		32,827		(1,703	)		31,124
Depreciation and amortization	C		6,522		(1,677	)		4,845
Operating profit			15,053		3,380			18,433
Finance expenses	B		11,591		333			11,924
Profit for the period			3,462		3,047			6,509
Other comprehensive income - derivative financial instruments	B		11,220		-			11,220
Comprehensive income for the period			14,682		3,047			17,729

		For the three-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Revenues			116,064			-			116,064
Operating expenses	A		83,323			(1,465	)		81,858
Depreciation and amortization	C		6,475			(1,677	)		4,798
Operating profit			26,266			3,142			29,408
Finance expenses	B		8,413			(1,572	)		6,841
Profit for the period			17,853			4,714			22,567
Other comprehensive loss - derivative financial instruments	B		(4,309	)		(1,572	)		(5,881	)
Comprehensive income for the period			13,544			3,142			16,686

		For the year ended December 31, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Revenues			405,548		-			405,548
Operating expenses	A		296,645		(5,603	)		291,042
Depreciation and amortization	C		25,714		(6,709	)		19,005
Operating profit			83,189		12,312			95,501
Finance expenses	B		32,913		(6,546	)		26,367
Profit for the year			50,276		18,858			69,134
Other comprehensive income (loss) - derivative financial instruments	B		7,724		(6,546	)		1,178
Comprehensive income for the year			58,000		12,312			70,312

F - 38

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Material adjustments to the statement of cash flows:

		For the nine-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B, C		13,924			14,119			28,043
Net cash from operating activities			49,728			-			49,728
Net cash provided by (used in) investing activities	E		(4,229	)		21,616			17,387
Net cash used in financing activities			(59,435	)		-			(59,435	)
Net increase (decrease) in cash and cash equivalents			(13,936	)		21,616			7,680
Balance of cash and cash equivalents at beginning of period	E		145			1,041			1,186
Restricted cash balance at beginning of period	E		57,680			(57,680	)		-
Balance of cash and cash equivalents at end of period	E		97			8,769			8,866
Restricted cash balance at end of period	E		43,792			(43,792	)		-

		For the nine-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B, C		35,711			14,256			49,967
Net cash from operating activities			57,273			-			57,273
Net cash provided by (used in) investing activities	E		(10,722	)		19,684			8,962
Net cash used in financing activities			(60,105	)		-			(60,105	)
Net increase (decrease) in cash and cash equivalents			(13,554	)		19,684			6,130
Balance of cash and cash equivalents at beginning of period	E		98			181			279
Restricted cash balance at beginning of period	E		76,390			(76,390	)		-
Balance of cash and cash equivalents at end of period	E		97			6,312			6,409
Restricted cash balance at end of period	E		62,837			(62,837	)		-

F - 39

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Material adjustments to the statement of cash flows: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B, C		3,462			3,047			6,509
Net cash from operating activities			12,893			-			12,893
Net cash provided by (used in) investing activities	E		(2,803	)		2,985			182
Net cash used in financing activities			(5,800	)		-			(5,800	)
Net decrease in cash and cash equivalents			4,290			2,985			7,275
Balance of cash and cash equivalents at beginning of period	E		93			1,498			1,591
Restricted cash balance at beginning of period	E		39,506			(39,506	)		-
Balance of cash and cash equivalents at end of period	E		97			8,769			8,866
Restricted cash balance at end of period	E		43,792			(43,792	)		-

		For the three-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B, C		17,853			4,714			22,567
Net cash from operating activities			25,981			-			25,981
Net cash provided by (used in) investing activities	E		(6,137	)		27,746			21,609
Net cash used in financing activities			(42,990	)		-			(42,990	)
Net increase (decrease) in cash and cash equivalents			(23,146	)		27,746			4,600
Balance of cash and cash equivalents at beginning of period	E		99			1,710			1,809
Restricted cash balance at beginning of period	E		85,981			(85,981	)		-
Balance of cash and cash equivalents at end of period	E		97			6,312			6,409
Restricted cash balance at end of period	E		62,837			(62,837	)		-

		For the year ended December 31, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year	A, B, C		50,276			18,858			69,134
Net cash from operating activities			62,497			-			62,497
Net cash provided by (used in) investing activities	E		(11,226	)		19,571			8,345
Net cash used in financing activities			(69,934	)		-			(69,934	)
Net increase (decrease) in cash and cash equivalents			(18,663	)		19,571			908
Balance of cash and cash equivalents at beginning of year	E		98			180			278
Restricted cash balance at beginning of year	E		76,390			(76,390	)		-
Balance of cash and cash equivalents at end of year	E		145			1,041			1,186
Restricted cash balance at end of year	E		57,680			(57,680	)		-

F - 40

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview

Statement of Financial Position:

		As at September 30, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			88		25,103			25,191
Restricted cash			26,287		(25,103	)		1,184
Property, plant & equipment	A, D		821,022		47,024			868,046
Intangible assets	D		26,971		(26,971	)		-
Other assets			67,263		-			67,263
Total assets			941,631		20,053			961,684
Accounts payable and deferred expenses	A		16,218		(11,117	)		5,101
Other liabilities			406,718		490			407,208
Total liabilities			422,936		(10,627	)		412,309
Partners’ equity	A		518,695		30,680			549,375
Total liabilities and equity			941,631		20,053			961,684

		As at September 30, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			87		2,200			2,287
Restricted cash			2,346		(2,200	)		146
Property, plant & equipment	A, D		844,413		39,672			884,085
Intangible assets	D		27,841		(27,841	)		-
Other assets			168,358		-			168,358
Total assets			1,043,045		11,831			1,054,876
Accounts payable and deferred expenses	A		31,790		(10,551	)		21,239
Other liabilities			578,009		770			578,779
Total liabilities			609,799		(9,781	)		600,018
Partners’ equity	A		433,246		21,612			454,858
Total liabilities and equity			1,043,045		11,831			1,054,876

		As at December 31, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			89		1,370			1,459
Restricted cash			10,098		(1,370	)		8,728
Property, plant & equipment	A, D		839,665		45,684			885,349
Intangible assets	D		27,624		(27,624	)		-
Other assets			142,274		-			142,274
Total assets			1,019,750		18,060			1,037,810
Accounts payable and deferred expenses	A		38,800		(6,354	)		32,446
Other liabilities			533,630		700			534,330
Total liabilities			572,430		(5,654	)		566,776
Partners’ equity	A		447,320		23,714			471,034
Total liabilities and equity			1,019,750		18,060			1,037,810

F - 41

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview (cont.)

Statements of income and other comprehensive income:

		For the nine-month period ended September 30, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Revenues			218,205			460			13,195		231,860
Operating expenses	A		116,664			(6,756	)		13,195		123,103
Operating profit			101,541			7,216			-		108,757
Finance expenses	B		18,896			(4,114	)		-		14,782
Profit for the period			82,645			11,330			-		93,975
Other comprehensive loss - interest rate swaps	B		(3,270	)		(4,364	)		-		(7,634	)
Comprehensive income for the period			79,375			6,966			-		86,341

		For the nine-month period ended September 30, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*			IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand			In USD thousand
Revenues			350,465		-			(69,413	)		281,052
Operating expenses	A		266,949		(6,219	)		(69,413	)		191,317
Operating profit			83,516		6,219			-			89,735
Finance expenses	B		21,254		(4,843	)		-			16,411
Profit for the period			62,262		11,062			-			73,324
Other comprehensive income - interest rate swaps	B		29,769		(4,633	)		-			25,136
Comprehensive income for the period			92,031		6,429			-			98,460

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.

F - 42

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview (cont.)

Statements of income and other comprehensive income: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Revenues			67,330			460			3,806		71,596
Operating expenses	A		34,371			(2,326	)		3,806		35,851
Operating profit			32,959			2,786			-		35,745
Finance expenses	B		5,546			(1,346	)		-		4,200
Profit for the period			27,413			4,132			-		31,545
Other comprehensive loss - interest rate swaps	B		(7,284	)		(1,737	)		-		(9,021	)
Comprehensive income for the period			20,129			2,395			-		22,524

		For the three-month period ended September 30, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*			IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand			In USD thousand
Revenues			154,943		-			(27,523	)		127,420
Operating expenses	A		103,251		(2,059	)		(27,523	)		73,669
Operating profit			51,692		2,059			-			53,751
Finance expenses	B		6,665		(1,797	)		-			4,868
Profit for the period			45,027		3,856			-			48,883
Other comprehensive income - interest rate swaps	B		8,718		(1,727	)		-			6,991
Comprehensive loss for the period			53,745		2,129			-			55,874

		For the year ended December 31, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*			IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand			In USD thousand
Revenues			450,906		-			(76,939	)		373,967
Operating expenses	A		345,546		(8,251	)		(76,939	)		260,356
Operating profit			105,360		8,251			-			113,611
Finance expenses	B		21,065		(6,360	)		-			14,705
Profit for the year			84,295		14,611			-			98,906
Other comprehensive income - interest rate swaps	B		21,810		(6,080	)		-			15,730
Comprehensive income for the year			106,105		8,531			-			114,636

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.

F - 43

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview

Material adjustments to the statement of cash flows:

		For the nine-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		82,645			11,330			93,975
Net cash from operating activities			138,620			-			138,620
Net cash provided by (used in) investing activities	E		(1,071	)		10,124			9,053
Net cash used in financing activities			(123,941	)		-			(123,941	)
Net increase in cash and cash equivalents			13,608			10,124			23,732
Balance of cash and cash equivalents at beginning of period	E		89			1,370			1,459
Restricted cash balance at beginning of period	E		38,404			(38,404	)		-
Balance of cash and cash equivalents at end of period	E		88			25,103			25,191
Restricted cash balance at end of period	E		52,013			(52,013	)		-

		For the nine-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		62,262			11,062			73,324
Net cash from operating activities			106,243			-			106,243
Net cash provided by (used in) investing activities	E		(5,479	)		33,945			28,466
Net cash used in financing activities			(136,830	)		-			(136,830	)
Net increase (decrease) in cash and cash equivalents			(36,066	)		33,945			(2,121	)
Balance of cash and cash equivalents at beginning of period	E		78			4,330			4,408
Restricted cash balance at beginning of period	E		72,663			(72,663	)		-
Balance of cash and cash equivalents at end of period	E		87			2,200			2,287
Restricted cash balance at end of period	E		36,588			(36,588	)		-

F - 44

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview (cont.)

Material adjustments to the statement of cash flows: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		27,413			4,132			31,545
Net cash from operating activities			39,796			-			39,796
Net cash provided by (used in) investing activities	E		(438	)		849			411
Net cash used in financing activities			(21,904	)		-			(21,904	)
Net increase in cash and cash equivalents			17,454			849			18,303
Balance of cash and cash equivalents at beginning of period	E		65			6,823			6,888
Restricted cash balance at beginning of period	E		34,582			(34,582	)		-
Balance of cash and cash equivalents at end of period	E		88			25,103			25,191
Restricted cash balance at end of period	E		52,013			(52,013	)		-

		For the three-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		45,027			3,856			48,883
Net cash from operating activities			35,358			-			35,358
Net cash provided by (used in) investing activities	E		(2,148	)		4,300			2,152
Net cash used in financing activities			(39,169	)		-			(39,169	)
Net decrease in cash and cash equivalents			(5,959	)		4,300			(1,659	)
Balance of cash and cash equivalents at beginning of period	E		65			3,881			3,946
Restricted cash balance at beginning of period	E		42,569			(42,569	)		-
Balance of cash and cash equivalents at end of period	E		87			2,200			2,287
Restricted cash balance at end of period	E		36,588			(36,588	)		-

		For the year ended December 31, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year	A, B		84,295			14,611			98,906
Net cash from operating activities			140,040			-			140,040
Net cash provided by (used in) investing activities	E		(7,323	)		31,299			23,976
Net cash used in financing activities			(166,965	)		-			(166,965	)
Net increase (decrease) in cash and cash equivalents			(34,248	)		31,299			(2,949	)
Balance of cash and cash equivalents at beginning of year	E		78			4,330			4,408
Restricted cash balance at beginning of year	E		72,663			(72,663	)		-
Balance of cash and cash equivalents at end of year	E		89			1,370			1,459
Restricted cash balance at end of year	E		38,404			(38,404	)		-

F - 45

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic

Statement of Financial Position:

		As at September 30, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			98		6,581			6,679
Restricted cash			6,624		(6,581	)		43
Property, plant & equipment	A, D		746,449		80,704			827,153
Intangible assets	D		52,210		(52,210	)		-
Other assets			126,492		-			126,492
Total assets			931,873		28,494			960,367
Accounts payable and deferred expenses	A		11,697		(2,397	)		9,300
Other liabilities			449,955		(123	)		449,832
Total liabilities			461,652		(2,520	)		459,132
Partners’ equity	A		470,221		31,014			501,235
Total liabilities and equity			931,873		28,494			960,367

		As at September 30, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			100		23,216			23,316
Restricted cash			30,106		(23,216	)		6,890
Property, plant & equipment	A, D		771,119		81,325			852,444
Intangible assets	D		55,719		(55,719	)		-
Other assets			138,121		-			138,121
Total assets			995,165		25,606			1,020,771
Accounts payable and deferred expenses	A		19,953		(2,383	)		17,570
Other liabilities			621,601		(193	)		621,408
Total liabilities			641,554		(2,576	)		638,978
Partners’ equity	A		353,611		28,182			381,793
Total liabilities and equity			995,165		25,606			1,020,771

		As at December 31, 2022
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents			90		40,230			40,320
Restricted cash			42,251		(40,230	)		2,021
Property, plant & equipment	A, D		764,996		81,413			846,409
Intangible assets	D		54,842		(54,842	)		-
Other assets			134,217		-			134,217
Total assets			996,396		26,571			1,022,967
Accounts payable and deferred expenses	A		21,025		(1,857	)		19,168
Other liabilities			605,364		(175	)		605,189
Total liabilities			626,389		(2,032	)		624,357
Partners’ equity	A		370,007		28,603			398,610
Total liabilities and equity			996,396		26,571			1,022,967

F - 46

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Statements of income and other comprehensive income:

		For the nine-month period ended September 30, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Revenues			270,449			(18	)		12,406		282,837
Operating expenses	A		129,571			(6,670	)		12,406		135,307
Depreciation and amortization	A		21,625			4,207			-		25,832
Operating profit			119,253			2,445			-		121,698
Finance expenses	B		14,214			(6,130	)		-		8,084
Profit for the period			105,039			8,575			-		113,614
Other comprehensive income (loss) - interest rate swaps	B		(4,825	)		(6,165	)		-		(10,990	)
Comprehensive income for the period			100,214			2,410			-		102,624

		For the nine-month period ended September 30, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand		In USD thousand
Revenues			347,948		-			44,306		392,254
Operating expenses	A		284,017		(5,616	)		44,306		322,707
Depreciation and amortization	A		21,607		3,199			-		24,806
Operating profit			42,324		2,417			-		44,741
Finance expenses	B		21,466		(5,138	)		-		16,328
Profit for the period			20,858		7,555			-		28,413
Other comprehensive income - interest rate swaps	B		30,010		(5,191	)		-		24,819
Comprehensive income for the period			50,868		2,364			-		53,232

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.

F - 47

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Statements of income and other comprehensive income: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Revenues			83,791			(1,856	)		7,097		89,032
Operating expenses	A		36,169			(2,372	)		7,097		40,894
Depreciation and amortization	A		7,210			1,403			-		8,613
Operating profit			40,412			(887	)		-		39,525
Finance expenses	B		1,537			(3,245	)		-		(1,708	)
Profit for the period			38,875			2,358			-		41,233
Other comprehensive loss - interest rate swaps	B		(8,258	)		(1,407	)		-		(9,665	)
Comprehensive income for the period			30,617			951			-		31,568

		For the three-month period ended September 30, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand		In USD thousand
Revenues			134,122		-			24,596		158,718
Operating expenses	A		98,424		(2,380	)		24,596		120,640
Depreciation and amortization	A		7,207		1,402			-		8,609
Operating profit			28,491		978			-		29,469
Finance expenses	B		7,408		(1,840	)		-		5,568
Profit for the period			21,083		2,818			-		23,901
Other comprehensive income - interest rate swaps	B		9,199		(1,858	)		-		7,341
Comprehensive income for the period			30,282		960			-		31,242

		For the year ended December 31, 2022
		US GAAP		IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand		In USD thousand			In USD thousand		In USD thousand
Revenues			445,028		-			49,637		494,665
Operating expenses	A		349,588		(7,460	)		49,637		391,765
Depreciation and amortization	A		28,815		4,602			-		33,417
Operating profit			66,625		2,858			-		69,483
Finance expenses	B		28,645		(6,597	)		-		22,048
Profit for the year			37,980		9,455			-		47,435
Other comprehensive income - interest rate swaps	B		29,284		(6,667	)		-		22,617
Comprehensive income for the year			67,264		2,788			-		70,052

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.

F - 48

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Material adjustments to the statement of cash flows:

		For the nine-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		105,039			8,575			113,614
Net cash from operating activities			98,957			-			98,957
Net cash from investing activities	E		(413	)		31,115			30,702
Net cash used in financing activities			(163,300	)		-			(163,300	)
Net increase (decrease) in cash and cash equivalents			(64,756	)		31,115			(33,641	)
Balance of cash and cash equivalents at beginning of period	E		90			40,230			40,320
Restricted cash balance at beginning of period	E		119,838			(119,838	)		-
Balance of cash and cash equivalents at end of period	E		98			6,581			6,679
Restricted cash balance at end of period	E		55,074			(55,074	)		-

		For the nine-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		20,858			7,555			28,413
Net cash from operating activities			54,427			-			54,427
Net cash used in investing activities	E		(312	)		(7,307	)		(7,619	)
Net cash used in financing activities			(24,942	)		-			(24,942	)
Net increase (decrease) in cash and cash equivalents			29,173			(7,307	)		21,866
Balance of cash and cash equivalents at beginning of period	E		100			1,350			1,450
Restricted cash balance at beginning of period	E		78,410			(78,410	)		-
Balance of cash and cash equivalents at end of period	E		100			23,216			23,316
Restricted cash balance at end of period	E		107,583			(107,583	)		-

F - 49

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Material adjustments to the statement of cash flows: (cont.)

		For the three-month period ended September 30, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		38,875			2,358			41,233
Net cash from operating activities			44,247			-			44,247
Net cash from investing activities	E		(338	)		1,848			1,510
Net cash used in financing activities			(47,506	)		-			(47,506	)
Net increase (decrease) in cash and cash equivalents			(3,597	)		1,848			(1,749	)
Balance of cash and cash equivalents at beginning of period	E		100			8,328			8,428
Restricted cash balance at beginning of period	E		58,669			(58,669	)		-
Balance of cash and cash equivalents at end of period	E		98			6,581			6,679
Restricted cash balance at end of period	E		55,074			(55,074	)		-

		For the three-month period ended September 30, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A, B		21,083			2,818			23,901
Net cash from operating activities			45,667			-			45,667
Net cash used in investing activities	E		(57	)		(6,986	)		(7,043	)
Net cash used in financing activities			(24,488	)		-			(24,488	)
Net increase (decrease) in cash and cash equivalents			21,122			(6,986	)		14,136
Balance of cash and cash equivalents at beginning of period	E		99			9,081			9,180
Restricted cash balance at beginning of period	E		86,462			(86,462	)		-
Balance of cash and cash equivalents at end of period	E		100			23,216			23,316
Restricted cash balance at end of period	E		107,583			(107,583	)		-

		For the year ended December 31, 2022
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year	A, B		37,980			9,455			47,435
Net cash from operating activities			78,126			-			78,126
Net cash used in investing activities	E		(519	)		(2,548	)		(3,067	)
Net cash used in financing activities			(36,189	)		-			(36,189	)
Net increase (decrease) in cash and cash equivalents			41,418			(2,548	)		38,870
Balance of cash and cash equivalents at beginning of year	E		100			1,350			1,450
Restricted cash balance at beginning of year	E		78,410			(78,410	)		-
Balance of cash and cash equivalents at end of year	E		90			40,230			40,320
Restricted cash balance at end of year	E		119,838			(119,838	)		-

F - 50

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as at September 30, 2023 (Unaudited)

NOTE 11 – ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Set forth below is a breakdown of the key adjustments between US GAAP and IFRS in Valley, Fairview, and Towantic

A. Maintenance costs under the Long Term Maintenance Plan (hereinafter - the “LTPC Agreement”): under IFRS, variable payments which were paid in accordance with the milestones as set in the LTPC Agreement are capitalized to the cost of property, plant and equipment and amortized over the period from the date on which maintenance work was carried out until the date on which maintenance work is due to take place again. Under US GAAP, the said payments are recognized on payment date within current expenses in the statement of income.

B. Hedge effectiveness of interest rate swaps: in accordance with the IFRS - the associates recognize adjustments relating to the ineffective portion of their cash flow hedge under finance expenses in profit and loss. Under GAAP US, there is no part which is not effective, and the hedging results are recognized in full in other comprehensive income.

C. Impairment of property, plant and equipment in Valley: In 2021, prior to the acquisition date of CPV Group, indications of impairment of the property, plant and equipment were identified. Under IFRS, the carrying amount exceeded the recoverable amount (the discounted cash flows that Valley expects to generate from the asset), and consequently an impairment loss was recognized. Under US GAAP, the non-discounted cash flows that Valley expects to generate from the asset exceeded the carrying amount, and therefore no impairment loss was recognized. Since the impairment loss was taken into account as part of the excess cost allocation work as of the acquisition date of CPV Group, its subsequent reversal in Valley’s financial statements, if recognized, shall not affect the Company's results.

D. Intangible assets: Under IFRS, certain intangible assets are defined as property, plant and equipment.

E. Restricted cash: There is a difference between the presentation and classification of restricted cash in the cash flow statements and in the statements of financial position.

F - 51