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 March 2016

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- ________

THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 AND THE TEXT OF 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 Reports Results for the Full Year of 2015; Announces Distribution of Cash Dividend,” dated March 23, 2016.

Exhibit 99.2. Press Release: “Ellomay Capital Announces Filing of its Annual Report on Form 20-F for 2015,” dated March 23, 2016.

Exhibit 99.3. Investor Presentation: Financial Results Summary 2015.

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: March 23, 2016

3

EX-99.1

Exhibit 99.1

Ellomay Capital Reports Results for the Full Year of 2015

Announces Distribution of Cash Dividend

Tel-Aviv, Israel, March 23, 2016 – Ellomay Capital Ltd. (NYSE MKT; TASE: ELLO) (“Ellomay” or the “Company”),an emerging operator in the renewable energy and energy infrastructure sector, today reported its financial results for the year and fourth quarter ended December 31, 2015.

Financial Highlights

· Revenues were approximately $13.8 million for the year ended December 31, 2015, compared to approximately $15.8 million for year ended December 31, 2014. Excluding unfavorable currency effects, revenues were up approximately 5% to €12.5 million from €11.9 million in the corresponding period 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. 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 period.

· Operating expenses were approximately $2.9 million (€2.6 million) for the year ended December 31, 2015, compared to approximately $3.1 million (€2.3 million) for year ended December 31, 2014. Depreciation expenses were approximately $4.9 million (€4.4 million) for the year ended December 31, 2015, compared to approximately $5.5 million (€4.1 million) for the year ended December 31, 2014. These changes resulted from an increase in expenses due to addition of the Murcia PV Plants’ operations acquired on July 1, 2014, offset by the devaluation of the Euro against the U.S. dollar.

· General and administrative expenses were approximately $3.7 million for the year ended December 31, 2015, compared to approximately $4.3 million for the year ended December 31, 2014. The decrease in general and administrative expenses was mainly related to a reduction in consulting expenses.

· Company’s share of income of investee accounted for at equity, after elimination of intercompany transactions, was approximately $2.4 million in the year ended December 31, 2015, compared to approximately $1.8 million in the year ended December 31, 2014. This increase is due to the commencement of operation of the power plant operated by Dorad Energy Ltd. in May 2014.

· Other income, net was approximately $0.02 million in the year ended December 31, 2015, compared to approximately $1.4 million in the year ended December 31, 2014. Other income was primarily attributable to compensation to be received in connection with a pumped storage project in the Gilboa, Israel initially recognized in 2014. The revaluation of such financial asset is recognized as other income for the year ended December 31, 2015.

· Gain on bargain purchase was $0 for year ended December 31, 2015, compared to approximately $4 million for the year ended December 31, 2014. The gain on bargain purchase recorded for the year ended December 31, 2014 resulted from the acquisition of the Murcia PV Plants on July 1, 2014.

· Financing income, net was approximately $0.6 million for the year ended December 31, 2015, compared to financing expenses, net of approximately $3.4 million for the year ended December 31, 2014. The change in financing income was mainly due to the reevaluation of the Company’s EUR/USD forward transactions, interest rate swap transactions and settlement of the Company’s currency interest rate swap transactions in the aggregate amount of approximately $5.6 million, partially offset by expenses resulting from exchange rate differences in the amount of approximately $1.8 million, approximately $0.8 million interest on loans and interest rate swap transactions and approximately $2.5 million interest and other costs in connection with The Company’s Series A Debentures.

· Tax benefit was approximately $1.9 million in the year ended December 31, 2015, compared to taxes on income of approximately $0.2 million in the year ended December 31, 2014. The tax benefit for the year ended December 31, 2015 is a result of the application of a tax incentive by several of The Company’s Italian subsidiaries (“Tremonti-ambiente”).

· Net income was approximately $7.3 million in the year ended December 31, 2015, compared to approximately $6.6 million in the year ended December 31, 2014.

· Total other comprehensive loss was approximately $7.1 million for the year ended December 31, 2015, compared to approximately $12.3 million in the year ended December 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 10.4% for the year ended December 31, 2015 and approximately 11.8% for the year ended December 31, 2014.

· Total comprehensive income was approximately $0.2 million in the year ended December 31, 2015, compared to loss of approximately $5.6 million in the year ended December 31, 2014. The comprehensive income for the year ended December 31, 2015 was primarily due to the total other comprehensive loss of approximately $7.1 million for the period, which offset the Company’s net income of approximately $7.4 million for the period.

· EBITDA was approximately $9.7 million for the year ended December 31, 2015, compared to approximately $15.7 million for the year ended December 31, 2014. The EBITDA for the year ended December 31, 2014 included an amount of approximately $4 million gain on bargain purchase as a result of the acquisition of the Murcia PV Plants on July 1, 2014.

· Net cash provided by operating activities was approximately $4.9 million for the year ended December 31, 2015.

· As of March 1, 2016, the Company held approximately $19.7 million in cash and cash equivalents, approximately $0.5 million in short-term restricted cash, approximately $6.5 million in marketable securities and approximately $5 million in long-term restricted cash.

Dividend Declaration

The Company further announced that, in accordance with its dividend distribution policy, the Company’s Board of Directors approved the distribution of a cash dividend in the amount of $0.225 per share, totaling approximately US$ 2.4 million. The dividend is payable on April 20, 2016 to all of the Company’s shareholders of record at the close of trading on the NYSE MKT (or the Tel-Aviv Stock Exchange, as applicable) on April 6, 2016.

In accordance with Israeli tax law, the dividend is subject to withholding at source at the rate of 25%, subject to applicable exceptions and exemptions.

Ran Fridrich, CEO and a board member of Ellomay commented: “The Company’s revenues for 2015 in Euro increased by approximately 5% compared to 2014. Despite the decrease in subsidies in Italy, where most of the Company’s PV plants are located, as a result of operational improvements the Company managed to maintain in 2015 a similar operating profit in Euro as in 2014. Unfavorable currency effects resulting from the weakening of the euro against the dollar were partially offset by the execution of forward contracts. The Company holds a quality and stable portfolio of assets, producing on-going operational cash flows. We continue to examine attractive investment opportunities in various fields of renewable energy.”

Information for the Company’s Series A Debenture Holders

As of December 31, 2015, the Company’s Net Financial Debt (as such term is defined in the Series A Debentures Deed of Trust) was approximately $13.5 million (consisting of approximately $18 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately $40 million in connection with the Series A Debentures issuances (in January and September 2014), net of approximately $25.2 million of cash and cash equivalents and marketable securities and net of approximately $19.3 million of project finance and related hedging transactions of the Company’s subsidiaries).

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before 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 EBITDA to be an important measure of comparative operating performance, 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. 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 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 EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered under the trading symbol “ELLO” with the NYSE MKT, and with 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 and approximately 7.9MW of photovoltaic power plants 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

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Statements of Financial Position (audited)

	December 31			December 31
	2015			2014
	US$ in thousands
Assets
Current assets:
Cash and cash equivalents		18,717			15,758
Marketable securities		6,499			3,650
Short-term deposits		-			3,980
Restricted cash		79			283
Trade receivables		69			214
Other receivables		8,149			5,929
		33,513			29,814
Non-current assets
Investment in equity accounted investee		33,970			27,237
Financial assets		4,865			1,912
Fixed assets		78,975			93,513
Restricted cash and deposits		5,317			5,134
Deferred tax		2,840			1,425
Other assets		847			52
		126,814			129,273
Total assets		160,327			159,087
Liabilities and Equity
Current liabilities
Loans and borrowings		1,133			677
Debentures		4,878			4,884
Trade payables		869			1,229
Other payables		3,223			4,134
		10,103			10,924
Non-current liabilities
Finance lease obligations		4,724			5,646
Long-term loans		13,043			4,039
Debentures		35,074			40,042
Deferred tax		823			1,008
Other long-term liabilities		2,495			3,302
		56,159			54,037
Total liabilities		66,262			64,961
Equity
Share capital		26,597			26,180
Share premium		77,723			76,932
Treasury shares		(1,972	)		(522	)
Reserves		(15,215	)		(8,127	)
Retained earnings (Accumulated deficit)		7,200			(353	)
Total equity attributed to shareholders of the Company		94,333			94,110
Non-Controlling Interest		(268	)		16
Total equity		94,065			94,126
Total liabilities and equity		160,327			159,087

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Interim Statements of Comprehensive Income (loss)

	For the year ended December 31			For the three month ended December 31			For the year ended December 31			For the three month ended December 31
	Audited			Unaudited			Audited			Unaudited
	2015			2015			2014			2014
	US$ in thousands (except per share data)
Revenues		13,817			2,204			15,782			3,053
Operating expenses		(2,854	)		(924	)		(3,087	)		(904	)
Depreciation expenses		(4,912	)		(1,218	)		(5,452	)		(1,382	)
Impairment losses		-			-			-			568
Gross profit		6,051			62			7,243			1,335
General and administrative expenses		(3,745	)		(1,010	)		(4,253	)		(793	)
Share of profits (losses) of equity accounted investee		2,446			1,334			1,819			152
Other income (expense), net		21			(39	)		1,438			(199	)
Gain on bargain purchase		-			-			3,995			307
Operating Profit		4,773			347			10,242			802
Financing income		2,347			1,977			2,245			1,776
Financing income (expenses) in connection with derivatives, net		3,485			(1,011	)		(1,048	)		(725	)
Financing expenses		(5,240	)		(1,314	)		(4,592	)		(708	)
Financing income (expenses), net		592			(348	)		(3,395	)		343
Profit before taxes on income		5,365			1			6,847			1,145
Tax benefit (taxes on income)		1,933			(189	)		(201	)		634
Profit (loss) for the period		7,298			(190	)		6,646			1,779
Profit (Loss) attributable to:
Owners of the Company		7,553			(119	)		6,658			1,785
Non-controlling interests		(255	)		(71	)		(12	)		(6	)
Profit for the period		7,298			(190	)		6,646			1,779
Other comprehensive income (loss) items
that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations		(141	)		78			(3,199	)		(2,762	)
Other comprehensive income items that will not be transferred to profit or loss:
Presentation currency translation adjustments		(6,947	)		(1,979	)		(9,082	)		(1,389	)
Total other comprehensive income (loss)		(7,088	)		(1,901	)		(12,281	)		(4,151	)
Total comprehensive income (loss) for the period		210			(2,091	)		(5,635	)		(2,372	)
Earnings per share
Basic earnings per share		0.7			(0.02	)		0.62			0.17
Diluted earnings per share		0.7			(0.02	)		0.62			0.17

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Statements of Changes in Equity

			Attributable to shareholders of the Company
											Translation
	Share		Share		Retained earnings (accumulated			Treasury			reserve from foreign			Presentation Currency Translation						Non- controlling			Total
	capital		premium		deficit)			shares			Operations			Reserve			Total			Interests			Equity
	Audited
	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 year		-		-		7,553			-			-			-			7,553			(255	)		7,298
Acquisition of subsidiary		-		-		-			-			-			-			-			(29	)		(29	)
Other comprehensive loss		-		-		-			-			(141	)		(6,947	)		(7,088	)		-			(7,088	)
Total comprehensive income		-		-		7,553			-			(141	)		(6,947	)		465			(284	)		181
Transactions with owners of the Company,  recognized directly in equity:
Exercise of share options and warrants		417		784		-			-			-			-			1,201			-			1,201
Own shares acquired		-		-		-			(1,450	)		-			-			(1,450	)		-			(1,450	)
Share-based payments		-		7		-			-			-			-			7			-			7
Balance as at
December 31, 2015		26,597		77,723		7,200			(1,972	)		814			(16,029	)		94,333			(268	)		94,065
	Unaudited
Balance as at September 30, 2015		26,597		77,795		(7,319	)		(1,086	)		(736	)		14,050			97,311			197			97,143
Net loss for the period		-		-		119			-			-			-			119			71			190
Other comprehensive income		-		-		-			-			(78	)		1,979			1,901			-			1,901
Total comprehensive income		-		-		119			-			(78	)		1,979			2,020			71			2,091
Transactions with owners of the Company,  recognized directly in equity:
Own shares acquired		-		-		-			886			-			-			886			-			886
Cost of share-based payments		-		72		-			-			-			-			72			-			72
Balance as at
December 31, 2015		26,597		77,723		7,200			(1,972	)		814			(16,029	)		94,333			(268	)		94,065

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Statements of Changes in Equity (cont’d)

			Attributable to shareholders of the Company
											Translation
	Share		Share		Retained earnings (accumulated			Treasury			reserve from foreign			Presentation Currency Translation						Non- Interests			Total
	capital		premium		deficit)			shares			Operations			Reserve			Total			controlling			Equity
	Audited
	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

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

	For the year ended December 31			For the three month ended December 31			For the year ended December 31			For the three month ended December 31
	Audited			Unaudited			Audited			Unaudited
	2015			2015			2014			2014
	US$ in thousands
Cash flows from operating activities
Profit (loss) for the period		7,298			(190	)		6,646			1,779
Adjustments for:
Net Financing expenses (income)		(592	)		348			3,395			(343	)
Gain on bargain purchase		-			-			(3,995	)		(307	)
Impairment charges reversal		-			-			-			(568	)
Forward gain		-			(223	)		-			-
Depreciation		4,912			1,218			5,452			1,382
Share-based payment transactions		7			(72	)		*			-
Share of losses (profits) of equity accounted investees		(2,446	)		(1,334	)		(1,819	)		(152	)
Change in trade receivables		125			158			95			220
Change in other receivables		333			254			(1,631	)		2,673
Change in other assets		(1,706	)		478			(797	)		(122	)
Change in accrued severance pay, net		(1	)		-			(29	)		-
Change in trade payables		(252	)		(181	)		(498	)		(435	)
Change in other payables		2,311			1,058			498			(380	)
Income tax expense (tax benefit)		(1,933	)		189			201			(634	)
Income taxes paid		(241	)		(53	)		(461	)		(281	)
Interest received		222			113			212			85
Interest paid		(3,126	)		(1,438	)		(3,933	)		(1,154	)
		(2,387	)		515			(3,310	)		(16	)
Net cash from operating activities		4,911			325			3,336			1,763

* Less than $1 thousand

Ellomay Capital Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows (cont'd)

	For the year ended December 31			For the three month ended December 31			For the year ended December 31			For the three month ended December 31
	Audited			Unaudited			Audited			Unaudited
	2015			2015			2014			2014
	US$ in thousands
Cash flows from investing activities:
Acquisition of fixed assets		-			-			(709	)		(617	)
Acquisition of subsidiary, net of cash acquired		-			-			(13,126	)		(60	)
Investment in of equity accounted investee		(7,582	)		(39	)		(4,058	)		-
Proceeds from (investment in) deposits, net		3,980			-			1,173			(4,944	)
Acquisition of marketable securities		(2,869	)		(1,519	)		(3,687	)		(3,687	)
Payment/proceeds from settlement of derivatives, net		2,087			2,087			-			-
Decrease (increase) in restricted cash, net		(101	)		605			4,342			5
Net cash used in investing activities		(4,485	)		1,134			(16,065	)		(9,303	)
Cash flows from financing activities:
Short-term loans, net		-			-			(18,550	)		-
Acquisition of non-controlling interests		(868	)		(868	)		-			-
Repayment of long-term loans and finance lease obligations		(1,020	)		(126	)		(7,152	)		(94	)
Repayment of Debentures		(5,134	)		(5,134	)		(5,151	)		(5,151	)
Proceeds from exercise of share options and warrants		1,201			-			-			-
Repurchase of own shares		(1,450	)		(886	)		-			-
Long term loans received		11,715			651			-			-
Proceeds from issuance of debentures, net		-			-			55,791			-
Net cash from financing activities		4,444			(6,363	)		24,938			(5,245	)
Effect of exchange rate fluctuations on cash and
cash equivalents		(1,911	)		(951	)		(3,689	)		(1,464	)
Increase (decrease) in cash and cash equivalents		2,959			(5,855	)		8,520			(14,249	)
Cash and cash equivalents at the beginning of period		15,758			24,572			7,238			30,007
Cash and cash equivalents at the end of the period		18,717			18,717			15,758			15,758

Ellomay Capital Ltd. and its Subsidiaries

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

	For the year ended December 31			For the three month ended December 31			For the year ended December 31		For the three month ended December 31
	Audited			Unaudited			Audited		Unaudited
	2015			2015			2014		2014
	US$ in thousands
Net income (loss) for the period		7,298			(190	)		6,646		1,779
Financing expenses (income), net		(592	)		348			3,395		343
Taxes on income (Tax benefit)		(1,933	)		189			201		(634	)
Depreciation and amortization		4,912			1,218			5,452		1,382
EBITDA		9,685			1,565			15,694		2,870

EX-99.2

Exhibit 99.2

Ellomay Capital Announces the Filing of the Annual Report on Form 20-F for 2015

Tel-Aviv, Israel, March 23, 2016 – Ellomay Capital Ltd. (NYSE MKT, TASE: ELLO) (“Ellomay” or the “Company”), announced today the filing of its Annual Report on Form 20-F for the year ended December 31, 2015 with the Securities and Exchange Commission. A copy of the Annual Report on Form 20-F is available to be viewed and downloaded from the Investor Relations section of Ellomay’s website at http://www.ellomay.com. The Company will provide a hard copy of the Annual Report on Form 20-F, including the Company’s complete audited financial statements, free of charge to its shareholders upon request.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered under the trading symbol “ELLO” with the NYSE MKT, and with 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 and approximately 7.9MW of photovoltaic power plants 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

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EX-99.3

Exhibit 99.3

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Financial Results Summary: 2015

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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, 2015, 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.

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Company Overview

Ellomay operates in the energy and infrastructure growing sectors including renewable
and clean energy

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(NYSE MKT; TASE: ELLO)

Ellomay aims to exploit attractive yield to risk ratios worldwide

Ellomay focus on small/mid-size scale commercial projects with limited capex and
operational risks

Ellomay holds 12 PV Plants in Italy (22.6 MWp), 4 PV Plants in Spain (7.9 MWp) and
~9.2% of Dorad Power Plant’s Commercial Operations (~ 850MW)

Ellomay holds 75% in Manara`s Pumped-Storage development Project (depends on the
issuance of new license by the Authority)

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Portfolio Summary

	Spain (PV)	Italy (PV)	Israel (CCGT1)
Installed Capacity	7.9 MWp	22.6 MWp	850 MW1
% Ownership	100%	100%	9.2%~2
Book Value of investment3	$20.7 M~4	$77.6M~4	$37M~5
License Expiration	2040-2014	2031~	20346
# of Power Plants	4	12	1

1)The Dorad Power Plant began commercial operation in May 2014

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

3)as of December 31, 2015

4)Property, Plant and Equipment

5)Investment in equity accounted investee - attributed to the investment in Dorad

6)A20 yeargeneration license and supply license.

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On going Steady Capacity Growth of PV Portfolio

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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 33.26%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 1.09% and 4.26%, respectively.

3)   Includes direct and indirect beneficial holdings of approximately 2.18% by the Mor brothers, who are shareholders of one of Kanir’s limited
partners.

Corporate Structure

31.4%2

Shareholders agreement1

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Dorad Energy Ltd. (“Dorad”)

PV Operations

Holds and operates

a 850 MW CCGT(2) power plant

(the “Dorad Power Plant”)

Holdings Overview

16 PV plants

Yielding Portfolio

Ellomay pumped storage (2014) Ltd.

pumped hydro

Pre-construction phase(3)

75%

Development Project

Italy

12 PV Plants

~22.6 MWp. installed capacity

~EUR 9.5 millions - revenues per ann.

Spain

4 PV Plants

~7.9 MWp. installed capacity

~EUR 2.8 millions - revenues per ann.

1)Indirect interest. Ellomay holds an option to increase its indirect holdings in Dorad to approximately 9.4%

2)Bi-fuel Combined cycle gas turbine (CCGT) running on natural gas

3)The Manara Project was issued a conditional license by the IPUA to operate a pumped storage power plant with a capacity of 200 MW, which has
since expired, and therefore the advancement of the Manara Project depends, among other factors, on the issuance of a new license by the
IPUA. During 2015 we finalized the initial development stage and on August 28, 2015, after the Manara Project received a feasibility study from
IEC, we submitted a request to the IPUA for an updated conditional license with a capacity of 340 MW. The Editors Committee of the National
Outline Plan #10 has verbally approved the increase of power to 340 MW. The issuance of the license is subject to the quota set forth by the IPUA
for pumped-storage projects in Israel, currently set at 800 MW but expected to increase to 1,000 MW.

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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)(1)

2010

2011

2012

2013

2014

2015

Listing in TASE

Entrance to
Spanish PV
Market

Commencement of Dorad
Power Plant’s Commercial
Operations

(850MW)

Acquisition of
3 PV plants in
Spain

1)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

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

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PV Operations: Italy & Spain

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PV Plants in Italy

Project name	Installed Capacity (kWp)	Acquisition Year	Acquisition Cost per MWp (in millions)	Connection Date1	Technology	Region	FIT(1) 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

1)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 Italian
legislation adopted in August 2014, a decrease of approximately 8% in the FiT guaranteed to the plants was implemented commencing on
January 1, 2015. The listed FIT tariffs represent the tariffs after the decrease

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PV Plants in Spain

1)Remuneration period - 30 years

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	2,275	2012	2.40€	07/2010	Fix	Cordoba	~ 790

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Dorad Power Plant Ashkelon, Israel

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•One of the largest private power plant in Israel, with installed capacity of approximately 850
MW

•Ellomay indirectly holds approximately 9.2% interest in Dorad and holds an option to purchase
an additional interest of approximately 0.2%

•The plant is a CCGT bi-fuel and powered by natural gas. The Dorad Power Plant is comprised of
twelve natural gas turbines, and two steam turbines.

•The cost of the project was 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

•Electricity is sold directly to end-users and to the national distribution network at
competitive rates1

•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

1)On August 6, 2015, the Israeli Public Utilities Authority - Electricity published a decision establishing the rate in respect of "system
management service charges". As of December 31, 2015 an appropriate provision has been included in Dorad's financial statements.

On September 7, 2015, the Israeli Public Utilities Authority - Electricity published a decision reducing the electricity rates. According to
this decision, the production tariff, based on which Dorad’s customers are charged and to which the price of the gas is linked, will be
reduced by approximately 6.8% as from September 13, 2015.

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	2014 (1)	2015
Revenues	1,484	2,357
Gross profit from operating the power plant	233	382
Operating profit	213	357
EBITDA (2)	338	594
Finance exp., net	(110)	(216)
Net income (loss) for the period	80	103
Net increase (decrease) in cash and cash equivalents for the period	68	(20)

Dorad Power Plant

Key P&L and Statement of Cash Flows Figures
(NIS millions)

1)The results for 2014, reflect operations start on May 2014.

2)Operating Profit plus depreciation and amortization

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Pumped-Storage Development Project

Manara Cliff, Israel

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Pumped-Storage Project:
Manara Cliff, Israel (“Manara Project”)

Pumped Storage Power Station

The Development project

Ellomay Pumped Storage (2014) Ltd.

Project company

Ellomay Capital Ltd. - 75% (1)

Sheva Mizrakot Ltd. - 25%

Shareholders

340 MW (2)

Station power

1)Indirectly owned through the project company.

2)The Manara Project was issued a conditional license by the IPUA to operate a pumped storage power plant with a capacity of 200 MW, which
has since expired, and therefore the advancement of the Manara Project depends, among other factors, on the issuance of a new license by
the IPUA. During 2015 we finalized the initial development stage and on August 28, 2015, after the Manara Project received a feasibility study
from IEC, we submitted a request to the IPUA for an updated conditional license with a capacity of 340 MW. The Editors Committee of the
National Outline Plan #10 has verbally approved the increase of power to 340 MW. The issuance of the license is subject to the quota set
forth by the IPUA for pumped-storage projects in Israel, currently set at 800 MW but expected to increase to 1,000 MW.

•Hydro-electric storage system comprised of two water reservoirs (upper and lower), connected
through an underground water pressure pipe

•Energy is stored by pumping water from lower to upper reservoir and generated by releasing the
water back

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Pumped-Storage Project:
The solution in a nut shell

•Sustainable technology - working for over 100 years

•Pumped storage plant is a power plant capable of storing energy by raising and releasing water
allowing quick response time (90 sec) for the use of the grid dispatcher

•Using a hydro-electric storage system comprised of two water reservoirs (upper and lower),
connected through an underground water pressure pipe

•This technology is an important tool for managing and controlling national grid by providing a
combination of low latency, high power and high energy response

•Utilizing excess manufacturing ability during low demand in order to increase supply during peak
demand:

  üDuring low demand - pumping water from lower reservoir for energy storage

  üDuring peak demand - releasing water from upper reservoir for energy production

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Financial Results Summary: 2015

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2015

2014

1)From PV Operations - From one hand, there is a decrease that is mainly due to the presentation of results in U.S. dollar and the devaluation of the Euro against the U.S. dollar
during2015. On the other hand, revenues denominated in Euro have increased by approximately 5% and operating expenses denominated in Euro have increased by
approximately 9% compared to the same period last year. The increase is mainly a result of the operations of our Spanish PV plants acquired on July 1, 2014.

2)Represent results associated with the Dorad Power Plant that successfully commenced commercial operation in May 2014. The increase is due to the operation of the power plant
forafullyearin2015.

3)Other income was primarily attributable to compensation to be received in connection with a pumped storage project in the Gilboa, Israel initially recognized in 2014. The
revaluation of such financial asset is recognized as other income for the year ended December 31, 2015.

4)The decrease in general and administrative expenses is mainly due to decrease in consulting expenses.

5)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 and the Company’s Series A Debentures expenses.

6)The decrease resulted mainly from deferred tax income included in connection with the application of a tax incentive claimable upon filing the relevant tax return by reducing the
amountoftaxableprofit.

2015

2014

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Key Income and P&L Figures (USD millions)

*See page 24 “EBIDTA"

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On going Revenues Growth (EUR millions)

Revenues for the year ended December 31, 2015 were up by approximately 5% compared
to the year ended December 31, 2014

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Key Financial Ratios

Strong Balance Sheet, Sufficient Liquidity, Low Leverage

*See Appendix C

	December 31, 2014	December 31, 2015
Financial Debt to CAP (A/D)	37%	38%
Financial Debt, net to CAP (B/D)	21%	22%
Financial Debt to Total equity (A/C)	59%	63%
Financial Debt, net to Total equity (B/C)	34%	36%

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Key Balance Sheet Figures (USD 000`)

	December 31, 2014	% Of BS	December 31, 2015	% Of BS
Cash and cash equivalent, Marketable securities, Short-term deposits	23,388	15%	25,216	16%
Financial Debt*	55,288	35%	58,852	37%
Financial Debt, net*	31,900	20%	33,636	21%
Property, plant and equipment net (mainly in connection withPV Operations)	93,513	59%	78,975	49%
Investment in Dorad	27,237	17%	37,031	23%
CAP*	149,414	94%	152,917	95%
Total equity	94,126	59%	94,065	59%
Total assets	159,087	100%	160,327	100%

*See Appendix C

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•Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before 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 EBITDA to be an important measure of
comparative operating performance, 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. EBITDA

does not take into account the Company’s commitments, including capital expenditures, and restricted cash, accordingly, is
not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate 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 EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to
be predictive of potential future results.

	For the year ended December 31,	For the year ended December 31,
	2014	2015
	Audited	Audited
Net income (loss) for the period	6,646	7,298
Financing expenses (income), net	3,395	(592)
Taxes on income	201	(1933)
Depreciation	5,452	4,912
EBITDA	15,694	9,685

EBITDA (USD 000`)

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

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InvestmentSummary

Diversified base of cash flow generating assets

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

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

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The Company’s Board of Directors adopted a dividend distribution policy pursuant to
which the Company intends to distribute up to 33% of its annual distributable profits
each year, by way of cash dividends and/or share repurchases

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Focus on potential projects with limited capex and operational risks

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Contact

Company

Investor Relations

Hadas Friedman

KM Investor relations

Direct: +972 (0)3-5167620

hadas@km-ir.co.il

www.km-ir.co.il

www.ellomay.com

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

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•The Italian government adopted the Feed In Tariff
(FiT) incentive scheme. 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(1)

•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.

Appendix A - Italian PV Market

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Appendix B - Spanish PV Market

•The legal and regulatory framework applicable to the production of electricity from renewable energy sources in
Spain has been modified during the second half of 2013, establishing the basis of the new remuneration scheme
applicable to renewable energies called the “Specific Remuneration” regime. The “Specific remuneration” was
applicable for all PV plants in operation, commencing July 2013.

•Specific Remuneration includes two components to be paid on the top of the electricity market price:

(i)“Investment retribution” - sufficient to cover the investment costs of a so-called “standard facility” (provided
that such costs are not fully recoverable through the sale of energy in the market)

(ii)“Operational retribution” sufficient to cover the difference, if any, between the operational income and costs
of a standard plant that participates in the market

•The calculation of Specific Remuneration is made as follows:

The new regulation characterized the existing renewable installations into different categories. These categories
       were created taking into account the type of technology, the date of the operating license and the
       geographical location of renewable installations.

The Specific Remuneration is calculated based on the inclusion of each exiting installation in one of the new
       formulated categories and, as a result of such inclusion, is based on the retribution assigned to that particular
       category.

The calculation of the Specific Remuneration of each category shall be performed taking into account the following
       parameters:

(i)The standard revenues for the sale of energy production, valued at the production market prices;

(ii)The standard exploitation costs;

(iii)The standard value of the initial investment. For this calculation, only those costs and investments that
correspond exclusively to the electricity production activity will be taken into account

The Specific Remuneration is designed to ensure a “reasonable rate of return” or profitability that during the first
       regulatory period (i.e., until December 2019) shall be equivalent to a Spanish 10-year sovereign bond
       calculated as the average of stock price in the stock markets during the months of April, May and June 2013,
       increased by 300 basis points (approximately 7.5%)

•Starting January 1, 2013, a tax on energy generation of 7% from the total amount received is applied.

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Appendix C - Leverage Ratios

	As of December 31,	As of December 31,
	2014	2015
	Audited	Audited
Current liabilities
Loans and borrowings	$(677)	$(1,133)
Debentures	$(4,884)	$(4,878)
Non-current liabilities
Finance lease obligations	$(5,646)	$(4,724)
Long-term loans	$(4,039 )	$(13,043)
Debentures	$(40,042 )	$(35,074)
Financial Debt (A)	$(55,288 )	$(58,852)
Less:
Cash and cash equivalents	$15,758	$18,717
Marketable Securities	$3,650	$6,499
Short-term deposits	$3,980	$-
Financial Debt, net (B)	$(31,900)	$(33,636)
Total equity (C)	$(94,126)	$(94,065)
Financial Debt (A)	$(55,288 )	$(58,852)
CAP (D)	$(149,414 )	$(152,917)
Financial Debt to CAP (A/D)	37%	38%
Financial Debt, net to CAP (B/D)	21%	22%
Financial Debt to Total equity (A/C)	59%	63%
Financial Debt, net to Total equity (B/C)	34%	36%

•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)

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Appendix D -
Israeli Rating for Series A Debentures

•On January 28, 2016, 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:

“The stable outlook on Ellomay Capital Ltd., owner of energy projects in Italy, Spain, and Israel, reflects our assessment that its
cash flow and liquidity cushion will remain stable in the short term despite any unexpected changes in Italian or Spanish
regulations. The stable outlook also reflects our assessment that Ellomay will maintain coverage ratios that we consider to
be commensurate with the current rating, i.e. FFO (funds from operations) to adjusted debt above 12% and adjusted debt to
EBITDA below 5.0x.

Downside Scenario

We may consider a negative rating action if Ellomay consistently fails to maintain coverage ratios commensurate with the current
rating. This could happen, in our opinion, as a result of a deterioration in cash flows from projects due to continuous
malfunctions, or of an aggressive investment policy that would increase the debt burden.

Upside Scenario

We may consider a positive rating action if the company’s financial risk profile improves, as reflected in an FFO to adjusted debt
ratio above 20% and a debt to adjusted EBITDA ratio below 4.0x, alongside an improvement in its business risk profile, as
reflected in lower concentration due to new projects or material, continuous cash flows from Dorad Energy”.