6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2015

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

9 Rothschild Blvd., Tel Aviv 6688112, Israel

(Address of principal executive office)

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

Form 20-F x Form 40-F o

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

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

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

Yes o No x

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

EXHIBIT 99.1 AND THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.2 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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

Exhibit 99.1. Press Release: “Ellomay Capital Announces Results of 2015 Annual General Meeting of Shareholders,” dated June 18, 2015.

Exhibit 99.2. Press Release: “Ellomay Capital Reports Results for the First Quarter of 2015,” dated June 22, 2015.

Exhibit 99.3. Q1 2015 Investor Presentation.

2

Signatures

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

Ellomay Capital Ltd.
By:	/s/ Ran Fridrich
	Ran Fridrich
	Chief Executive Officer and Director

Dated: June 22, 2015

3

EX-99.1

Exhibit 99.1

Ellomay Capital Announces Results of 2015 Annual General Meeting of Shareholders

Tel-Aviv, Israel, June 18, 2015 – Ellomay Capital Ltd. (NYSE MKT: ELLO; TASE: ELOM) (“Ellomay” or the “Company”), an emerging operator in the renewable energy and energy infrastructure sector, today announced that at the annual general meeting of the Company’s shareholders held on June 18, 2015 all proposed resolutions were adopted and approved by the required majority. For more information, please see the Company's Notice and Proxy Statement relating to the 2015 annual general meeting of shareholders furnished on Form 6-K to the Securities and Exchange Commission on May 14, 2015.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE MKT, under the trading symbol “ELLO” and with the Tel Aviv Stock Exchange under the trading symbol “ELOM” and whose Series A Debentures are traded on the Tel Aviv Stock Exchange.  Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than $100 million.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

· Approximately 22.6MW of photovoltaic power plants in Italy, approximately 5.6MW of photovoltaic power plants in Spain and 85% of approximately 2.3MW of photovoltaic power plant in Spain; and

· Approximately 9.2% indirect interest, with an option to increase its holdings to 9.375%,  in Dorad Energy Ltd., which owns and operates Israel’s largest private power plant with production capacity of approximately 850 MW, representing about 6%-8% of Israel’s total current electricity consumption.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. The expertise of Ellomay’s controlling shareholders and management enables the company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, such as regulatory changes, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad and changes in the prices of natural gas. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Weintraub

CFO

Tel: +972 (3) 797-1111

Email: anatb@ellomay.com

EX-99.2

Exhibit 99.2

Ellomay Capital Reports Results for the First Quarter of 2015

Tel-Aviv, Israel, June 22, 2015 – Ellomay Capital Ltd. (NYSE MKT: ELLO; TASE: ELOM) (“Ellomay” or the “Company”) an emerging operator in the renewable energy and energy infrastructure sector, today reported its unaudited financial results for the three month period ended March 31, 2015.

Financial Highlights

· Reported revenues were approximately $2.8 million for the three months ended March 31, 2015, down approximately 3.4% compared to approximately $2.9 million for the three months ended March 31, 2014.

o Excluding unfavorable currency effects, revenues were up approximately 19% to approximately €2.5 million from approximately €2.1 million in the same quarter last year.

o The change in revenues is mainly a result of an increase in revenues due to the acquisition of three photovoltaic plants in Murcia, Spain (the “Murcia PV Plants”) on July 1, 2014 (approximately €0.5 million), partially offset by the decrease of an approximate 8% in the Feed-in-Tariff (“FiT”) guaranteed to existing photovoltaic plants in Italy over the remaining FiT period (originally 20 years commencing with the connection to the Italian national grid) commencing January 1, 2015 (approximately €0.1 million).

o The decrease in the amount of reported revenues is due to the presentation of results in U.S. dollar and the devaluation of the Euro against the U.S. dollar during the quarter.

· Operating expenses were approximately $0.7 million (approximately €0.6 million) for the three months ended March 31, 2015, compared to approximately $0.6 million (approximately €0.5 million) for the three months ended March 31, 2014. Depreciation expenses were approximately $1.2 million (approximately €1.1 million) for the three months ended March 31, 2015, compared to approximately $1.3 million (approximately €1 million) for the three months ended March 31, 2014. These changes resulted from an increase due to the operations of the Murcia PV Plants acquired on July 1, 2014, partially offset by the devaluation of the Euro against the U.S. dollar.

· General and administrative expenses were approximately $1 million or the three months ended March 31, 2015, compared to approximately $1.2 million for the three months ended March 31, 2014. The decrease in general and administrative expenses mainly resulted from inclusion of bonuses paid to employees in the general and administrative expenses for the three months ended March 31, 2014.

· Company’s share of income of investee accounted for at equity, after elimination of intercompany transactions, was approximately $1.2 million for the three months ended March 31, 2015, compared to losses of approximately $0.3 million for the three months ended March 31, 2014. This increase is due to the commencement of the commercial operations of the power plant owned by Dorad Energy Ltd. (“Dorad”) in May 2014. The results for the three months ended March 31, 2015 reflect the Company’s indirect interest in Dorad as of March 31, 2015 (7.5%), prior to the increase in the Company’s indirect holdings in Dorad to approximately 9.2%, consummated in May 2015.

· Adjusted EBITDA was approximately $2.4 million for the three months ended March 31, 2015, an increase of approximately 167% compared to approximately $0.9 million for the three months ended March 31, 2014.

· Financing income, net was approximately $2.7 million for the three months ended March 31, 2015, compared to financing expenses, net of approximately $1.5 million for the three months ended March 31, 2014. The change in financing income was mainly due to the reevaluation of our EUR/USD forward transactions and currency interest rate swap transactions in the aggregate amount of approximately $5.7 million, partially offset by expenses resulting from exchange rate differences in the amount of approximately $2 million, approximately $0.2 million expenses relating to reevaluation of our interest rate swap transactions and approximately $0.6 million interest accrued in connection with our Series A Debentures.

· Net income was approximately $3.8 million for the three months ended March 31, 2015, compared to a net loss of approximately $1.9 million for the three months ended March 31, 2014.

· Net cash provided by operating activities was approximately $0.6 million for the three months ended March 31, 2015, compared to net cash used by operating activities of approximately $0.4 million for the three months ended March 31, 2014.

· Total other comprehensive loss was approximately $8.2 million for the three months ended March 31, 2015, compared to total other comprehensive income of approximately $0.1 million for the three months ended March 31, 2014. The change was mainly due to presentation currency translation adjustments as a result of fluctuations in the Euro/USD exchange rates. Such loss is a result of the devaluation in the Euro against the U.S. Dollar of approximately 11.6%.

· Total comprehensive loss was approximately $4.4 million for the three months ended March 31, 2015, compared to approximately $1.8 million for the three months ended March 31, 2014.

· In May 2015, the Company announced the approval by the Company’s Board of Directors of the repurchase of up to $3 million of its ordinary shares. The authorized repurchases will be made from time to time in the open market on the NYSE MKT and Tel Aviv Stock Exchangeor in privately negotiated transactions. The timing, volume and nature of share repurchases will be at the sole discretion of management and will be dependent on regulatory restrictions, market conditions, the price and availability of the Company’s ordinary shares, applicable securities laws and other factors, including compliance with the terms of the Company’s Series A Debentures. No assurance can be given that any particular amount of ordinary shares will be repurchased. The buyback program does not obligate the Company to acquire a specific number of shares in any period, and it may be modified, suspended, extended or discontinued at any time, without prior notice.

· In May 2015, the Company exercised an option to acquire an additional 9% of the share capital of U. Dori Energy Infrastructures Ltd., (the “Option” and “Dori Energy,” respectively), which currently holds 18.75% of Dorad. Following the exercise of the Option, the Company’s holdings in Dori Energy increased from 40% to 49% and the Company’s indirect ownership of Dorad increased from 7.5% to approximately 9.2%. The aggregate amount paid by the Company in connection with the exercise of the Option was approximately NIS 28.2 million (approximately $7.1 million) and includes the exercise price and the amount required in order to realign the shareholders loans provided to Dori Energy by its shareholders with the new ownership structure.

· As of June 15, 2015, the Company held approximately $10.5 million in cash and cash equivalents, approximately $5 million in marketable securities and approximately $5.9 million in restricted cash.

Ran Fridrich, CEO and a board member of Ellomay commented: “The Company presents a noteworthy quarter in the revenue, net income and cash flow lines, despite the winter months that are included in the period, which are characterized by relatively low PV revenues. This quarter presents for the first time the impact of the reduction of the subsidies in Italy, with an aggregate decrease in the revenues of approximately €100,000. However, despite this decrease and the devaluation of the Euro against the US dollar, the Company succeeded in presenting stability in the revenue line. We continue to examine significant projects in Israel and around the world, along with the development and improvement of our existing projects.”

Information for the Company’s Series A Debenture Holders

As of March 31, 2015, the Company’s Net Financial Debt (as such term is defined in the Series A Debentures Deed of Trust) was approximately $21.8 million (consisting of approximately $12.2 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately $44 million in connection with the Series A Debentures issuances (in January and June 2014), net of approximately $25.8 million of cash and cash equivalents and net of approximately $8.6 million of project finance and related hedging transactions of the Company’s subsidiaries).

Use of NON-IFRS Financial Measures

Adjusted EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, gain on bargain purchase, financial expenses, net, taxes and depreciation expenses. The Company presents this measure in order to enhance the understanding of the Company’s historical financial performance and to enable comparability between periods. While the Company considers Adjusted EBITDA to be an important measure of comparative operating performance, Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. Adjusted EBITDA does not take into account the Company’s commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate Adjusted EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s Adjusted EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. The Company uses the term “Adjusted EBITDA” to highlight the fact that for the year ended December 31, 2014 the Company deducted the gain on bargain purchase from the net income. The Adjusted EBITDA is otherwise fully comparable to EBITDA information which has been previously provided for prior periods. See the reconciliation between the net income (loss) and the Adjusted EBITDA presented at the end of this Press Release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE MKT, under the trading symbol “ELLO” and with the Tel Aviv Stock Exchange under the trading symbol “ELOM.”  Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than $100 million.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

· Approximately 22.6MW of photovoltaic power plants in Italy, approximately 5.6MW of photovoltaic power plants in Spain and 85% of approximately 2.3MW of photovoltaic power plant in Spain; and

· Approximately 9.2% indirect interest, with an option to increase its holdings to 9.375%, in Dorad Energy Ltd., which owns and operates Israel’s largest private power plant with production capacity of approximately 850 MW, representing about 6%-8% of Israel’s total current electricity consumption.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. The expertise of Ellomay’s controlling shareholders and management enables the company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements including changes in regulation, seasonality of the PV business and market conditions. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Weintraub

CFO

Tel: +972 (3) 797-1111

Email: anatb@ellomay.com

Condensed Consolidated Statements of Financial Position

	March 31,			December 31,
	2015			2014
	Unaudited			Audited
	US$ in thousands
Assets
Current assets
Cash and cash equivalents		16,313			15,758
Marketable securities		4,990			3,650
Short-term deposits		650			3,980
Restricted cash		251			283
Trade receivables		180			214
Other receivables and prepaid expenses		6,170			5,929
		28,554			29,814
Non-current assets
Investments in equity accounted investees		27,822			27,237
Financial asset		6,806			1,912
Property, plant and equipment		81,473			93,513
Restricted cash		5,588			5,134
Other assets		1,406			1,477
		123,095			129,273
Total assets		151,649			159,087
Liabilities and Equity
Current liabilities
Loans and borrowings		505			677
Debentures		4,771			4,884
Accounts payable		975			1,229
Accrued expenses and other payables		4,262			4,134
		10,513			10,924
Non-current liabilities
Finance lease obligations		4,910			5,646
Long-term bank loans		3,577			4,039
Debentures		39,221			40,042
Other long-term liabilities		3,683			4,310
		51,391			54,037
Total liabilities		61,904			64,961
Equity
Share capital		26,180			26,180
Share premium		76,932			76,932
Treasury shares		(522	)		(522	)
Reserves		(16,304	)		(8,127	)
Accumulated surplus (deficit)		3,497			(353	)
Total equity attributed to shareholders of the Company		89,783			94,110
Non-Controlling Interest		(38	)		16
Total equity		89,745			94,126
Total liabilities and equity		151,649			159,087

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)

	For the three			For the three			For the
	Months ended			Months ended			Year ended
	March 31,			March 31,			December 31,
	2015			2014			2014
	Unaudited			Unaudited			Audited
	US$ thousands (except per share amounts)
Revenues		2,792			2,894			15,782
Operating expenses		(672	)		(647	)		(3,087	)
Depreciation expenses		(1,241	)		(1,303	)		(5,452	)
Gross profit		879			944			7,243
General and administrative expenses		(990	)		(1,172	)		(4,253	)
Company’s share of income (losses) of investee accounted for at equity		1,218			*(281	)		1,819
Other income (expenses), net		60			*92			1,438
Gain on bargain purchase		-			-			3,995
Operating profit (loss)		1,167			(417	)		10,242
Financing income		18			158			2,245
Financial income (expenses) in connection with derivatives, net		5,535			*(765	)		(1,048	)
Financing expenses		(2,813	)		(921	)		(4,592	)
Financing income (expenses), net		2,740			(1,528	)		(3,395	)
Profit (loss) before taxes on income		3,907			(1,945	)		6,847
Tax benefit (taxes on income)		(111	)		44			(201	)
Net income (loss) for the period		3,796			(1,901	)		6,646
Income (loss) attributable to:
Shareholders of the Company		3,850			(1,907	)		6,658
Non-controlling interests		(54	)		6			(12	)
Net income (loss) for the period		3,796			(1,901	)		6,646
Other comprehensive income (loss)
Items that are or may be reclassified to profit or loss:
Foreign currency translation adjustments		(262	)		110			(3,199	)
Items that would not be reclassified to profit or loss:
Presentation currency translation adjustments		(7,915	)		-			(9,082	)
Total other comprehensive income (loss)		(8,177	)		110			(12,281	)
Total comprehensive loss for the period		(4,381	)		(1,791	)		(5,635	)
Net earnings (loss) per share
Basic earnings (loss) per share		0.36			(0.18	)		0.62
Diluted earnings (loss) per share		0.36			(0.18	)		0.62

* As of December 31, 2014 the Company changed the comprehensive income statement classification of the results of the Company’s investments in energy projects. The results of such investments are recorded within the operating results. Accordingly, the share of losses of investee accounted for under the equity method and re-evaluation of option to acquire additional shares in the investee are recorded in the operating profit to more appropriately reflect the Company’s operations as a holding company operating in the business of energy and infrastructure. Comparative amounts were reclassified for consistency.

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)

																				Non- controlling			Total
			Attributable to shareholders of the Company																	interests			Equity
											Translation
											Reserve			Presentation
					Accumulated						From			Currency
	Share		Share		surplus			Treasury			Foreign			Translation
	capital		premium		(deficit)			shares			operations			Reserve			Total
			US$ in thousands
Balance as at
January 1, 2015		26,180		76,932		(353	)		(522	)		955			(9,082	)		94,110			16			94,126
Net income for the period						3,850												3,850			(54	)		3,796
Other comprehensive loss												(262	)		(7,915	)		(8,177	)					(8,177	)
Total comprehensive loss						3,850						(262	)		(7,915	)		(4,327	)		(54	)		(4,381	)
Balance as at
March 31, 2015		26,180		76,932		3,497			(522	)		693			(16,997	)		89,783			(38	)		89,745

																				Non- controlling			Total
			Attributable to shareholders of the Company																	interests			Equity
											Translation
											Reserve			Presentation
											From			Currency
	Share		Share		Accumulated			Treasury			Foreign			Translation
	capital		premium		deficit			shares			operations			Reserve			Total
			US$ in thousands
Balance as at
January 1, 2014		26,180		76,932		(7,011	)		(522	)		4,154			-			99,733			28			99,761
Net income for the year		-		-		6,658			-			-						6,658			(12	)		6,646
Other comprehensive loss		-		-		-			-			(3,199	)		(9,082	)		(12,281	)		-			(12,281	)
Total comprehensive loss		-		-		6,658			-			(3,199	)		(9,082	)		(5,623	)		(12	)		(5,635	)
Balance as at
December 31, 2014		26,180		76,932		(353	)		(522	)		955			(9,082	)		94,110			16			94,126

Condensed Consolidated Interim Statements of Cash Flows

	For the three Months ended March 31, 2015			For the three Months ended March 31, 2014			For the year ended December 31, 2014
	Unaudited			Unaudited			Audited
	US$ in thousands
Cash flows from operating activities
Income (loss) for the period		3,796			(1,901	)		6,646
Adjustments for:
Financing expenses (income), net		(2,740	)		*1,528			3,395
Gain on bargain purchase		-			-			(3,995	)
Depreciation		1,241			1,303			5,452
Company’s share of losses (income) of investee accounted for at equity		(1,218	)		281			(1,819	)
Decrease (increase) in trade receivables		10			(49	)		95
Increase in other receivables and prepaid expenses		(1,280	)		(1,077	)		(1,631	)
Increase in other assets		(1,384	)		*(91	)		(797	)
Decrease in accrued severance pay, net		(2	)		(28	)		(29	)
Decrease in accounts payable		(127	)		(155	)		(498	)
Increase in other payables and accrued expenses		2,490			233			498
Taxes on income (Tax benefit)		111			(44	)		201
Taxes paid		(66	)		-			(461	)
Interest received		3			16			212
Interest paid		(257	)		(409	)		(3,933	)
		(3,219	)		1,508			(3,310	)
Net cash provided by operating activities		577			(393	)		3,336

* As of December 31, 2014 the Company changed the comprehensive income statement classification of the results of the Company’s investments in energy projects. The results of such investments are recorded within the operating results. Accordingly, the share of losses of investee accounted for under the equity method and re-evaluation of option to acquire additional shares in the investee are recorded in the operating profit to more appropriately reflect the Company’s operations as a holding company operating in the business of energy and infrastructure. Comparative amounts were reclassified for consistency.

Condensed Consolidated Interim Statements of Cash Flows (cont’d)

	For the three Months ended March 31, 2015			For the three Months ended March 31, 2014			For the year ended December 31, 2014
	Unaudited			Unaudited			Audited
	US$ in thousands
Cash flows from investing activities:
Purchase of property and equipment		-			(92	)		(709	)
Acquisition of subsidiary, net of cash acquired		-			-			(13,126	)
Advance on account of investment								-
Investment in equity accounted investees		-			(3,861	)		(4,058	)
Proceeds from deposits, net		3,330			2,652			1,173
Investment in marketable securities		(1,350	)		-			(3,687	)
Settlement of forward contract					-			-
Proceeds from (investment in) restricted cash, net		(550	)		3,801			4,342
Net cash provided by (used in) investing activities		1,430			2,500			(16,065	)
Cash flows from financing activities:
Short-term loans, net		-						(18,550	)
Repayment of long-term loans and financial lease obligation		(202	)		(17,835	)		(7,152	)
Repayment of Debentures								(5,151	)
Proceeds from debentures, net		-			32,762			55,791
Net cashprovided by (used in) financing activities		(202	)		14,927			24,938
Exchange differences on balances of cash and cash equivalents		(1,250	)		266			(3,689	)
Increase  in cash and cash equivalents		555			17,300			8,520
Cash and cash equivalents at the beginning of period		15,758			9,738			7,238
Cash and cash equivalents at the end of the period		16,313			27,038			15,758

Reconciliation of Net income (loss) to Adjusted EBITDA (in US$ thousands) (Unaudited)

	For the three Months ended March 31,			For the three Months ended March 31,			For the year ended December 31,
	2015			2014			2014
Net income for the period		3,796			(1,901	)		6,646
Financing expenses (income) , net		(2,740	)		1,528			3,395
Taxes on income (tax benefit)		111			(44	)		201
Depreciation expenses		1,241			1,303			5,452
Gain on bargain purchase		-			-			(3,995	)
Adjusted EBITDA		2,408			886			11,669

EX-99.3

Exhibit 99.3

1

1

NYSE MKT: ELLO; TASE: ELOM

Financial Results Summary: Q1 2015

2

2

Disclaimer

General:

The information contained in this presentation is subject to, and must be read in conjunction with, all other publically available information,
 including our Annual Report on Form 20-F for the year ended December 31, 2014, and other filings that we make from time to time with the SEC.

 Any person at any time acquiring securities must do so only on the basis of such person’s own judgment as to the merits or the suitability of the

 securities for its purpose and only based on such information as is contained in such public filings, after having taken all such professional or other

 advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. In

 making this presentation available, we give no advice and make no recommendation to buy, sell or otherwise deal in our shares or in any other

 securities or investments whatsoever. We do not warrant that the information is either complete or accurate, nor will we bear any liability for any

 damage or losses that may result from any use of the information.

 Neither this presentation nor any of the information contained herein constitute an offer to sell or the solicitation of an offer to buy any securities.
 No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an
 exemption therefrom. No offering of securities shall be made in Israel except pursuant to an effective prospectus under the Israeli Securities Law,
 1968 or an exemption from the prospectus requirements under such law.

 Historical facts and past operating results are not intended to mean that future performances or results for any period will necessarily match or
 exceed those of any prior year.

 This presentation and the information contained herein are the sole property of the company and cannot be published, circulated or otherwise
 used in any way without our express prior written consent.

Information Relating to Forward-Looking Statements:

 This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of
 historical facts, included in this presentation regarding our plans and the objectives of management are forward-looking statements. The use of
 certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-
 looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. We may not
 actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our
 forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed

 or implied by our forward-looking statements. These risks and uncertainties associated with our business are described in greater detail in the

 filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date

 and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or

 otherwise.

3

Q1 2015

Q1 2014

Q1 2015

Q1 2014

1)From PV Operations - The decrease is mainly due to the presentation of results in U.S. dollar and the devaluation of the Euro against the U.S. dollar
during the quarter. Revenues denominated in Euro have increased by approximately 19% compared to the same quarter last year. The increase is
mainly a result of the operations of our Spanish PV plants acquired on July 1, 2014 partially offset by the decrease of an approximate 8%in the
Feed-in-Tariff (“FiT”) in Italy.

2)Represent results associated with the Dorad Power Plant successfully commenced commercial operation in May 2014.

3)G&A decrease in mainly due to inclusion of bonuses paid to employees in the general and administrative expenses for Q1, 2014

4)The change in financing income was mainly due to the reevaluation of our EUR/USD forward transactions and currency interest rate swap
transactions, partially offset by expenses resulting from exchange rate differences.

4

4

Q1 2015 Results Summary

Reported revenues were approximately $2.8 million for the three months ended March 31, 2015, down by
approximately 3.4% compared to approximately $2.9 million for the three months ended March 31, 2014.

Excluding unfavorable currency effects, revenues were up approximately 19% to approximately €2.5 million

                from approximately €2.1 million in the same quarter last year.

The change in revenues is mainly a result of an increase in revenues due to the acquisition of three
photovoltaic plants in Murcia, Spain (the “Murcia PV Plants”) on July 1, 2014 (approximately €0.5 million),
offset by the decrease of an approximate 8% in the Feed-in-Tariff (“FiT”) guaranteed to existing photovoltaic
plants in Italy over the remaining FiT period (originally 20 years commencing with the connection to the
Italian national grid) commencing January 1, 2015 (approximately €0.1 million).

Dorad contribution to the Company’s operating profit, after elimination of intercompany transactions, was
approximately $1.2 million for the three months ended March 31, 2015, compared to losses of approximately $0.3
million for the three months ended March 31, 2014. This increase is due to the commencement of the commercial
operations of the power plant owned by Dorad Energy Ltd. (“Dorad”) in May 2014.

Adjusted EBITDA increased by approximately 167% with approximately $2.4 million for the three months ended
March 31, 2015 compared to approximately $0.9 million for the three months ended March 31, 2014.

Net income was approximately $3.8 million for the three months ended March 31, 2015, compared to a net loss of
approximately $1.9 million for the three months ended March 31, 2014.

5

5

Key Income and P&L Figures (USD millions)

*See Appendix A

6

6

On going Revenues Growth (Euro millions)

During Q1 15 Revenues rose by 19% compared to Q1 2014

7

7

Key Balance Sheet Figures (USD 000`)

	December 31, 2014	% Of BS	March 31, 2014	% Of BS	March 31, 2015	% Of BS
Cash and cash equivalent, Marketable securities, Short- term deposits	23,388	15%	27,038	17%	21,953	14%
Financial Debt*	55,288	35%	52,415	33%	52,984	35%
Financial Debt, net*	31,900	20%	25,377	16%	31,031	20%
Property, plant and equipment net (mainly in connection withPV Operations)	93,513	59%	92,520	57%	81,473	54%
Investment in Dorad (not including option to acquire additional shares)	27,237	17%	28,529	18%	27,822	18%
CAP*	149,414	94%	150,385	93%	142,729	94%
Total equity	94,126	59%	97,970	61%	89,745	59%
Total assets	159,087	100%	161,265	100%	151,649	100%

*See Appendix B

8

8

Key Financial Ratios

Strong Balance Sheet, Sufficient Liquidity, Low Leverage

*See Appendix B

	December 31, 2014	March 31, 2014	March 31, 2015
Financial Debt to CAP (A/D)	37%	35%	37%
Financial Debt, net to CAP (B/D)	21%	17%	22%
Financial Debt to Total equity (A/C)	59%	54%	59%
Financial Debt, net to Total equity (B/C)	34%	26%	35%

9

9

Company Overview

Ellomay operates in the energy and infrastructure sectors, including renewable and clean
energy, and aims to exploit attractive yield to risk ratios

Current management/controlling shareholders took control of a public shell with
approximately $80M of cash and began investing/operating in the energy and
infrastructure sectors in 2010

In January 2014, the Company raised approximately $33 million (net proceeds) by issuing
10-year, 4.6% debentures in Israel (“Series A Debentures”) to add to the capital base for
investments

In June 2014, the Company raised an additional approximate $23 million (net proceeds)
through the sale of additional Series A Debentures

In March 2015, the Company adopted a dividend distribution policy with the intention of
distributing up to 33% of its annual distributable profits, by way of cash dividends and/or
share repurchases

10

Asset Summary

Italy

12 PV Plants, totalinginstalled capacity of approximately 22.6 MWp, currently estimated
annual revenues of approximately EUR 9.5 million.

Spain

4 PV Plants, totalinginstalled capacity of approximately7.9 MWp, of which approximately
5.6 MWp are wholly owned and approximately 2.3 MWp are 85% owned. Currently
estimated annual revenues of approximately EUR 2.8 million.

Israel

Approximately 9.2% indirect interest in Dorad Energy Ltd.,which holds and operates a 850
MW bi-fuel/natural gas power plant (the “Dorad Power Plant”), representing
approximately 6-8% of Israel’s power capacity. Ellomay holds an option to increase its
indirect holdings in Dorad Energy Ltd. to approximately 9.4%.

11

Dorad Power Plant

The public and others

Shlomo Nehama

Kanir Partnership

1)Mr. Shlomo Nehama owns the shares of Ellomay directly and indirectly. A shareholders agreement was signed between Kanir partnership and a
company controlled by Shlomo Nehama that holds 33.2%of Ellomay’s shares

2)Kanir partnership is controlled by Mr. Ran Fridrich andMr. Hemi Raphael . Kanir’s holdings percentage set forth herein includes holdings by Ran
Fridrich and Hemi Raphael directly and indirectly of 1.1% and 4.3%, respectively. Mor brothers who hold the shares of one of Kanir’s limited
partners, also beneficially own 3.8% directly and indirectly

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

4)Ellomay owns 85% of one of the Spanish PV plants (with an aggregate installed capacity ofapproximately 2.3 MWp).

Israel's largest private power plant, with 850MW
installed capacity

Corporate Structure

16 PV plants in Italy and Spain4, with an
aggregate installed capacity of approximately
30.5 MWp

31.4%2

Shareholders agreement1

31.0%3

12

12

Company History

Entrance to Italian PV
Market

(acquisitions 2010 -
2013)

Acquired
indirectequity
interest in Dorad
Energy Ltd.

Listing in NYSE
MKT

Public Debenture
Issuance

(il A- ,Maalot S&P IL)

2010

2011

2012

2013

2014

2015

Listing in TASE

Entrance to
Spanish PV
Market

Commencement of Dorad’s
Commercial Operations

(850MW)

Acquisition of
3 PV plants in
Spain

13

13

Portfolio Summary

	Spain (PV)	Italy (PV)	Israel (Gas Turbines2)
Installed Capacity	7.9 MWp1	22.6 MWp	850 MW
% Ownership	85%1-100%	100%	~ 9.2%3
Cost of Property, Plant and Equipment4	~ $20.4M	~ $76.6M
Total capital expenditure in connection with the investment in Dorad power plant5			~ $27.4M6
License Expiration	2040-2041	~ 2031	20347
# of Power Plants	4	12	1

1)100% ownership of 5.6 MWpand 85% ownership of 2.3 MWp

2)The Dorad Power Plant, a bi-fuel power plant powered by natural gas. Began commercial operation in May 2014

3)Ellomay has an option to increase its indirect holdings to approximately 9.4%

4)as of March 31, 2015

5)as of March 31, 2015

6)Ellomay’s portion of the aggregate investment in the Dorad Power Plant as of March 31, 2015

7)A20 yeargeneration license and a one-year supply license that has been temporarily extended.

14

14

On going Steady Capacity Growth of PV Portfolio

1)Including100% of a 2.3 MWp PV Plant in Spain 85% owned

15

15

Italian PV Market

The Italian government adopted the most common
incentive scheme in Europe - the Feed In Tariff (FiT).
The energy authority in Italy (GSE) pays a long-term
nominal rate per every kilo-watt hour that is
produced by a PV plant on top of the price of
electricity the PV plant receives on electricity that is
transferred to the grid .

The FiT rate depends on:

•Connection date;

•Size of the plant; and

•Location

The FiT is guaranteed for 20 years, starting at the
connection date *

Italy has high levels of radiance in European terms
(1,200-1,600 kWh/kWp).

The most attractive regions are central and southern
Italy, where the radiance is the highest and the
regional regulation is less stringent.

*Please see further details below

16

16

PV Plants in Italy

Project name	Installed Capacity (kWp)	Acquisition Year	Acquisition Cost per MWp (in millions)	Connection Date1	Technology	Region	FIT* Eurocent/KWh
Del Bianco	734	2010	2.9€	04/2011	Fix	Marche	32.15
Costantini	734	2010	2.9€	04/2011	Fix	Marche	32.15
Giacchè	730	2010	3.8€	04/2011	Trackers	Marche	32.15
Massaccesi	749	2010	3.8€	04/2011	Trackers	Marche	32.15
Troia 8	996	2010	3.5€	01/2011	Fix	Puglia	31.80
Troia 9	996	2010	3.5€	01/2011	Fix	Puglia	31.80
Galatina	999	2011	3.9€	05/2011	Fix	Puglia	31.80
Pedale	2,994	2011	3.95€	05/2011	Trackers	Puglia	26.59
D’angella	931	2011	3.25€	06/2011	Fix	Puglia	26.77
Acquafresca	948	2011	3.25€	06/2011	Fix	Puglia	26.77
Soleco	5,924	2013	2.0€	08/2011	Fix	Veneto	21.89
Tecnoenergy	5,900	2013	2.0€	08/2011	Fix	Veneto	21.89

* All plants are connected to the national grid and are entitled to a remuneration period of 20 years from connection to the grid.
In addition to the FiT payments,the plants are entitled to sell the electricity in the SPOT price, approximately 5 Eurocents/KWh. Pursuant to
new Italian legislation adopted in August 2014, a decrease of approximately 8% in the FiT guaranteed to the plants will be implemented
commencing on January 1, 2015. The listed FIT tariffs represent the tariffs after the above mentioned decrease

17

17

PV Plants in Spain

1)Remuneration period - 30 years

2)Ellomay owns 85% of the plant

Project name	Installed Capacity (kWp)	Acquisition Year	Acquisition Cost per MWp (in millions)	Connection Date1	Technology	Location	Expected annual revenues (€ thousand)
Rodríguez I	1,675	2014	1.55€	11/2011	Fix	Murcia	~ 570
Rodríguez II	2,690	2014	1.78€	11/2011	Fix	Murcia	~ 960
Fuente Librilla	1,248	2014	1.68€	06/2011	Fix	Murcia	~ 470
Rinconada II 2	2,275	2012	2.40€	07/2010	Fix	Cordoba	~ 790

18

18

Ellomay indirectly holds approximately 9.2% interest in the Dorad Power Plant, and also holds
an option to purchase an additional interest of approximately 0.2%

As of today, the Dorad Power Plant is the largest private power plant in Israel, with installed
capacity of approximately 850 MW. The plant is bi-fuel and powered by natural gas

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

The Dorad Power Plant is located in the vicinity of Ashkelon, Israel

19

19

Electricity is sold directly to end-users and to the national distribution network at
competitive rates

The power plant, which was declared a national infrastructure project by the Israeli Prime
Minister, was commercially operated and began producing electricity in full capacity in May
2014

20

20

Management Team

Shlomo Nehama, Chairman of the Board - Former Chairman of the Board of Bank Hapoalim, the leading bank in Israel, between 1998 and 2007. During his
years at the bank, Bank Hapoalim grew its profits and return on capital, while increasing its balance sheet by over 50% and became Israel's leading bank while
expanding to additional markets around the world. Mr. Nehama is a Management and Engineering graduate of the Technion - Institute of Technology in Haifa, Israel,
and received an honorary doctorate for his contribution to the strengthening of the Israeli economy.

Ran Fridrich, Director and CEO- Mr. Fridrich co-founded the Oristan group in 2004 and has management responsibilities for the Crystal Funds program of CDO
Equity Funds . Mr. Fridrich launched a proprietary investment advisory business that focuses on CDO investments, fixed-income securities and credit default swap
transactions. He was also the general manager of two packaging and collating companies based in Israel. Mr. Fridrich is a graduate of the Senior Executive Program
Faculty Management at Tel Aviv University.

Hemi Raphael, Director - Mr. Raphael is an entrepreneur and a businessman involved in various real estate and financial investments. Mr. Raphael also serves as
a director of Cargal Ltd. and of Dorad Energy Ltd. From 1984 to 1994, Mr. Raphael was an active lawyer and later partner at the law firm of Goldberg Raphael & Co.
Mr. Raphael holds an LLB degree from the School of Law at the Hebrew University of Jerusalem and he is a member of the Israeli and the California Bar Associations.

Kalia Weintraub, CFO- Ms. Weintraub directly monitors, coordinates, interprets and administers all functional activities and policies related to treasury and
finance, budgeting, insurance, financial analysis and accounting. Prior to her appointment as Ellomay CFO, Ms. Weintraub served as our corporate controller from
January 2007. Prior to joining Ellomay, Ms. Weintraub worked as a certified public accountant in the High-Tech practice division of the Israeli accounting firm of Kost
Forer Gabbay & Kasierer, an affiliate of the international public accounting firm Ernst & Young, from 2005 through 2007. Earlier, she worked at the audit division of
the Israeli accounting firm of Brightman Almagor Zohar, an affiliate of the international public accounting firm Deloitte, from 2003 to 2004. Ms. Weintraub holds a
B.A. in Economics and Accounting and an M.B.A. from the Tel Aviv University and is licensed as a CPA in Israel.

Yaniv Friedman, Head of Bus Dev and Strategy & Deputy CEO - Mr. Friedman has 15 years of business development, M&A and corporate strategy
experience, primarily in the energy and infrastructure sector. Prior to joining Ellomay Mr. Friedman was the EVP of Strategy & Business Development at Delek Drilling
and Avner Oil & Gas (part of the Delek Group), one of the largest energy companies in Israel, where he led complex transaction and projects and was also the
Managing Director of Delek's Block 12 project in Cyprus. Mr. Friedman has vast international experience having worked in companies in the energy and infrastructure
sector outside of Israel where he was responsible for M&A,  project management, business development, corporate and project financing and corporate strategy. Mr.
Friedman also worked at a leading global law firm in NY as well as in Gornitzky & Co. in Israel, clerked at the Israeli Supreme Court and holds a law degree from Tel
Aviv University.

Ori Rosenzweig, Chief Investments Officer -Mr. Ori Rosenzweig has served as our Chief Investment Officer since November 2014. Prior to joining Ellomay,
Mr. Rosenzweig was the head of Cash Management at Bank Leumi Le-Israel B.M. (TASE: LUMI), one of Israel’s largest banks, from 2013 through 2014, the VP Finance
at AFI Investments (TASE: AFIL) from 2009 through 2013 and a senior manager at GSE financial consulting from 2002 through 2008. Mr. Rosenzweig holds a MBA
degree from the Tel Aviv University and a BA degree in business and international relations from the Hebrew University.

Lilach Danewitz, Business Development Manager- Ms. Danewitz serves as business development manager of Ellomay and specializes in the renewable
energy field. From 2007-2012 Ms. Danewitz has been a commercial lawyer at S. Horowitz & Co., one of Israel’s foremost law firms, where she specialized in mergers
and acquisitions, venture capital and commercial transactions (in particular, high-tech and start-up companies). Ms. Danewitz received her LL.B. in law and B.A. in
Business Administration from the Interdisciplinary Center, Herzeliya, and was admitted to the Israeli Bar on 2008.

21

21

Market Data

NYSE MKT: ELLO; TASE: ELOM
Share Price (March 31, 2015)	$8.5
Market Cap (March 31, 2015)	$91 M
Shares Outstanding	10.7 M

22

22

InvestmentSummary

Diversified base of cash flow generating assets

Strong balance sheet and track record of securing non-
dilutive financing

Focus on small/mid size scale commercial projects
with limited capex and operational risks

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

1

2

3

4

5

6

23

23

Appendix A - Adjusted EBIDTA

•Use of NON-IFRS Financial Measures

Adjusted EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, gain on bargain purchase,
 financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the
 understanding of the Company’s historical financial performance and to enable comparability between periods. While the
 Company considers Adjusted EBITDA to be an important measure of comparative operating performance, Adjusted EBITDA
 should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data
 prepared in accordance with IFRS as a measure of profitability or liquidity. Adjusted EBITDA does not take into account the
 Company’s commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative
 of amounts that may be available for discretionary uses. Not all companies calculate Adjusted EBITDA in the same manner,
 and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The
 Company’s Adjusted EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be
 predictive of potential future results. The Company uses the term “Adjusted EBITDA” to highlight the fact that for the years
 ended December 31, 2013 and 2014 the Company deducted the gain on bargain purchase from the net income. The
 Adjusted EBITDA is otherwise fully comparable to EBITDA information which has been previously provided for prior periods.
 See the reconciliation between the net income (loss) and the Adjusted EBITDA presented below.

•Reconciliation of Net income (loss) to Adjusted EBITDA (in US$ thousands)

	For the 3 months March 31,	For the 3 months ended March 31,
	2014	2015
Net income (loss) for the period	(1,901)	3,796
Financing expenses (income), net	1,528
Taxes on income (Tax benefit)	(44)
Depreciation	1,303	1,241
Gain on bargain purchase	-	-
Adjusted EBITDA	886	2,408

24

24

Appendix B - Leverage Ratios

	As of March 31,	As of March 31,
	2014	2015
		Unaudited
Current liabilities
Loans and borrowings	$(1,825)	$(505)
Debentures	$(3,327)	$(4,771)
Non-current liabilities
Finance lease obligations	$(6,724)	$(4,910)
Long-term bank loans	$(10,941)	$(3,577)
Debentures	$(29,598)	$(39,221)
Financial Debt (A)	$(52,415)	$(52,984)
Less:
Cash and cash equivalents	$27,038	$16,313
Marketable Securities	-	$4,990
Short-term deposits	-	$650
Financial Debt, net (B)	$27,038	$21,953
Total equity (C)	$(97,970)	$(89,745)
Financial Debt (A)	$(52,415)	$(52,984)
CAP (D)	54%	59%
Financial Debt to CAP (A/D)	35%	37%
Financial Debt, net to CAP (B/D)	17%	22%
Financial Debt to Total equity (A/C)	54%	59%
Financial Debt, net to Total equity (B/C)	26%	35%

•Use of NON-IFRS Financial Measures

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

•Calculation of Leverage Ratios (in US$ thousands)

25

25

Appendix C -
Key Income and P&L Figures (USD 000`)

	Q1 2014	Q1 2015
Revenues	2.9	2.8
Gross profit	0.9	0.9
Operating profit	-0.4	1.2
Adjusted EBITDA *	0.9	2.4
Net income (loss) for the period	-1.9	3.8

*See Appendix A

26

26

Appendix D -
Israeli Rating for Series A Debentures
 

•On March 18, 2015, Standard & Poors Maalot Ltd. (“Maalot”) confirmed the rating of ilA-assigned to the Series A
Debentures traded on the Tel Aviv Stock Exchange and reaffirmed the “Stable” outlook.

•In its rating report Maalot notes, among other things, as follows:

“Ellomay’s rating is underpinned by the relatively low degree of leverage at the project level and hence at the holding company’s
 level; by few limitations on the distribution of excess cash from projects in the portfolio; and by an ‘adequate’ liquidity
 profile, according to our definition, that is characterized by a flat debt amortization schedule.

On the other hand, Ellomay’s rating is restricted by a high concentration of held assets, given that the majority of income-
 producing projects (about 51% of cash flows) are located in Italy, and due to the reliance most revenues from held projects
 on tariffs set by regulators in countries with unstable regulatory environments.

The stable outlook reflects our assessment that the cash from the owned projects, together with the liquidity cushion, will be
 resilient in the short term to potential changes in regulation in Italy and Spain, and to the uncertainty regarding the time and
 magnitude of receipts from Dorad. We further believe that management will ensure debt coverage ratios commensurate
 with the current rating, by implementing its investment plan.

…We believe that the stability of cash flows from the projects and our ability to forecast them is ‘moderate’, according to our
 criteria. Our assessments are based largely on the quality of cash flows at the independent project level on the one hand,
 and on the relatively low level of investment diversification on the other. According to our base-case scenario, in the period
 2015-2019, about 51% of Ellomay’s cash flows will derive from projects in Italy, about 29% from Dorad, and about 20% from
 projects in Spain. According to our forecast, about 71% of company cash flows will derive from PV plants, and the rest from
 power stations powered by natural gas (Dorad).

…In accordance with our criteria, the level of liquidity of the company is `adequate`. We estimate the ratio between the sources of
 cash flow to its uses to be greater than 1.4x in the period 2015-2016.

…In our base-case operating scenario, we considered investments known at the point of forecast and whose chance of execution is
 relatively high. Nonetheless, Ellomay may carry out additional investments in 2015-2016, whose effect on the financial ratios
 and liquidity profile will be assessed as they occur”.

27

27

Appendix D -
Israeli Rating for Series A Debentures (cont.)

In its rating report Maalot notes, among other things, as follows (cont.):

“…The stable outlook reflects our assessment that cash flows from held projects, coupled with the liquidity cushion, will be
resilient, in the short term, to possible regulatory changes in Italy and Spain, and to some uncertainty regarding the timing and
scale of returns from the Dorad investment, and that the company’s management will maintain debt coverage ratios in line with
the current rating, by means of implementing its investment plan.

Downside Scenario

A deterioration in the company’s liquidity profile, resulting from a change in policy regarding its cash cushion or from aggressive
investments, is likely to precipitate a negative rating action. Also, an additional decline in expected cash flows from projects,
including returns from the Dorad investment, could lead to a negative rating action through a worsening of financial ratios.

Upside Scenario

A positive rating action would result if expected returns from Dorad materialize in line with the company’s expectations, while
maintaining the cash cushion, and provided the company continues to stand by its investment policy in and to repay its debt. In
this case, we expect an improvement in Ellomay’s financial profile that would lend itself to a positive rating action”.

28

28

Contact

Company

Investor Relations

Ishay Potruch

GK International IR & PR

Direct:+972 (0)3-6070590

Mobile: +972 ‎(0)52-3332228‏

ishay@gk-biz.com

www.gkpr.com

www.ellomay.com

Kalia WeintraubChief Financial Officer
Ellomay Capital LTD.
9 Rothschild Blvd., Tel Aviv
Direct: +972-3-7971111
Fax: +972-3-7971122
Email: kaliaw@ellomay.com