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 December 2023

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, 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 ☒Form 40-F ☐

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 ☐No ☒

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

Explanatory Note

Ellomay Capital Ltd. (the “Company”) hereby announces that on December 11, 2023, it published a press release containing the financial results of Dorad Energy Ltd. (“Dorad”) as of and for the three and nine months ended September 30, 2023 and additional disclosure relating to Dorad (the “Press Release”).

In addition, based on the undertakings included in the Deet of Trust executed by the Company in connection with its Series E Secured Debentures, the Company published on December 11, 2023, through the filing system of the Israel Securities Authority and the Tel Aviv Stock Exchange, information concerning Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructure Ltd.) (“Ellomay Luzon Energy”) based on Israeli securities regulation (the “Ellomay Luzon Energy Information”) and financial statements of Ellomay Luzon Energy as of and for the three and nine months ended September 30, 2023 (in Hebrew) that were prepared in accordance with International Financial Reporting Standards (the “Ellomay Luzon Energy FS”).

The Press Release, the Ellomay Luzon Energy Information and an English summary of the Ellomay Luzon Energy FS are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

Information Relating to Forward-Looking Statements

This report 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 or Dorad’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s or Dorad’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 or Dorad may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements included in this report. 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 the impact of the current war and hostilities in Israel, regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction. These and other risks and uncertainties associated with the Company’s and Dorad’s business are described in greater detail in the filings the Company makes from time to time with the 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.

2

Exhibit Index

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

Exhibit 99.1	-	Press Release: “Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Nine Months Ended September 30, 2023,” dated December 11, 2023.
Exhibit 99.2	-	Ellomay Luzon Energy Information published in Israel.
Exhibit 99.3	-	Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. as of and for the three and nine months ended September 30, 2023 (summary of Hebrew version, the original language was published by the Company in Israel and is available upon request).

3

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: December 11, 2023

4

EX-99.1

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and

Nine Month Periods Ended September 30, 2023

Tel-Aviv, Israel, December 11, 2023 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the US, today reported the publication in Israel of financial statements for the three and nine months ended September 30, 2023 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).

On December 11, 2023, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial statements of Dorad for the quarter ended September 30, 2023 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad’s financial results.

Dorad Financial Highlights

• Dorad’s unaudited revenues for the three months ended September 30, 2023 – approximately NIS 930.8 million.

• Dorad’s unaudited operating profit for the three months ended September 30, 2023 – approximately NIS 221.1 million.

Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. Since January 1, 2023, the months of the year are split into three seasons as follows: the summer season – the months of June, July, August and September; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to May and from October to November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended September 30, 2023, which include the summer months of July - September, are not indicative of full year results. In addition, due to various reasons, including the effects of the increase in the Israeli CPI impacting interest payments by Dorad on its credit facility, and changes in the season and TAOZ tariff calculations that became effective on January 1, 2023, the results included herein may not be indicative of second quarter results in the future or comparable to second quarter results in the past.

The financial statements of Dorad include a note concerning the impact of the war in Israel, which commenced on October 7, 2023, on Dorad’s operations. The note states that during the days of fighting, thousands of rockets were launched towards the State of Israel, and several of them landed on the area of the Dorad power plant and caused damage to property and equipment in an immaterial scope but did not impact the ongoing operation of the power plant. The note further states that the security situation resulted in a decrease in the scope of economic and business activity in Israel and caused, among other things, a disruption in the supply and production chain, a decrease in the scope of national transportation, a shortage of personnel, a decrease in the value of financial assets and an increase in the exchange rate of foreign currencies relative to the NIS. Dorad estimated, based on the information it had as of the date of approval of the financial statements, that the current events and the security escalation in Israel are not expected to have a material impact on Dorad’s business results in the short term. Dorad further provides that as this event is not under the control of Dorad, and factors such as the continuation of the war and hostilities or their cessation may affect Dorad’s estimates, as of the date of the financial statements, Dorad had no ability to estimate the extent of the impact of the war on its business operations and its results in the medium and long term. Dorad continues to regularly monitor the developments and examines the implications on its activities and the value of its assets.

A translation of the financial results for Dorad as of and for the year ended December 31, 2022 and as of and for each of the three and nine month periods ended September 30, 2023 and 2022 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

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

• Approximately 35.9 MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;

• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;

• 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;

• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

• Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively, in the Lazio Region, Italy;

• Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL, Ellomay Solar Italy Seven SRL, Ellomay Solar Italy Nine SRL and Ellomay Solar Italy Ten SRL that are developing photovoltaic projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW, 8 MW and 18 MW, respectively, in Italy that have reached “ready to build” status; and

• Fairfield Solar Project, LLC, Malakoff Solar I, LLC, Malakoff Solar II, LLC, that are developing photovoltaic projects with installed capacity of 13 MW, 6.5 MW and 6.5 MW, respectively, in the Dallas Metropolitan area, Texas, and have reached “ready to build” status.

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 the Company’s forward-looking statements, including changes in electricity prices and demand, continued war and hostilities in Israel, regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction and political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that 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 Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

Dorad Energy Ltd.

Interim Condensed Statement of Financial Position

	September 30		September 30		December 31
		2023		2022		2022
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Assets
Cash and cash equivalents		363,054		253,979		151,481
Trade receivables and accrued income		305,778		283,192		238,581
Other receivables		15,992		10,864		32,809
Financial derivatives		3,761		4,601		-
Total current assets		688,585		552,636		422,871
Restricted deposits		552,145		511,766		514,543
Prepaid expenses		30,566		31,739		32,072
Fixed assets		3,132,064		3,286,569		3,253,196
Intangible assets		7,716		5,815		6,404
Right of use assets		56,330		57,954		57,486
Total non-current assets		3,778,821		3,893,843		3,863,701
Total assets		4,467,406		4,446,479		4,286,572
Liabilities
Current maturities of loans from banks		326,668		303,290		279,506
Current maturities of lease liabilities		4,783		4,609		4,645
Trade payables		219,406		276,551		228,468
Other payables		25,812		26,284		11,439
Total current liabilities		576,669		610,734		524,058
Loans from banks		2,131,403		2,321,553		2,211,895
Long-term lease liabilities		51,691		52,795		49,292
Provision for dismantling and restoration		50,000		50,000		50,000
Deferred tax liabilities, net		279,203		205,978		215,016
Other long-term liabilities		13,969		17,732		17,529
Liabilities for employee benefits, net		160		160		160
Total non-current liabilities		2,526,426		2,648,218		2,543,892
Equity
Share capital		11		11		11
Share premium		642,199		642,199		642,199
Capital reserve from activities with shareholders		3,748		3,748		3,748
Retained earnings		718,353		541,569		572,664
Total equity		1,364,311		1,187,527		1,218,622
Total liabilities and equity		4,467,406		4,446,479		4,286,572

Dorad Energy Ltd.

Interim Condensed Statement of Profit and Loss

	For the nine months ended				For the three months ended				For the year ended
	September 30				September 30				December 31
	2023		2022		2023		2022		2022
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
Revenues		2,185,309		1,787,128		930,838		766,199		2,369,220
Operating costs of the
Power Plant:
Energy costs		499,111		408,723		237,621		214,310		544,118
Electricity purchases and infrastructure services		943,040		830,934		350,219		308,485		1,088,127
Depreciation and amortization		182,861		183,587		63,997		59,960		239,115
Other operating costs		138,657		123,181		57,939		47,564		157,189
Total operating costs
of Power Plant		1,763,669		1,546,425		709,776		630,319		2,028,549
Profit from operating
the Power Plant		421,640		240,703		221,062		135,880		340,671
General and administrative expenses		20,726		17,018		6,633		6,124		24,066
Operating profit		400,914		223,685		214,429		129,756		316,605
Financing income		54,805		49,508		18,615		3,606		52,131
Financing expenses		175,843		215,707		50,124		65,315		271,116
Financing expenses, net		121,038		166,199		31,509		61,709		218,985
Profit before
taxes on income		279,876		57,486		182,920		68,047		97,620
Taxes on income		64,187		13,301		42,077		15,642		22,340
Profit for the period		215,689		44,185		140,843		52,405		75,280

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Shareholders’ Equity

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings			Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands			NIS thousands
For the nine months
ended September 30, 2023
(Unaudited)
Balance as at  January 1, 2023 (Audited)		11		642,199		3,748		572,664			1,218,622
Profit for the period		-		-		-		215,689			215,689
Dividend distributed		-		-		-		(70,000	)		(70,000	)
Balance as at
September 30, 2023 (Unaudited)		11		642,199		3,748		718,353			1,364,311
For the nine months
ended September 30, 2022
(Unaudited)
Balance as at
January 1, 2022 (Audited)		11		642,199		3,748		497,384			1,143,342
Profit for the period		-		-		-		44,185			44,185
Balance as at
September 30, 2022 (Unaudited)		11		642,199		3,748		541,569			1,187,527
For the three months
ended September 30, 2023
(Unaudited)
Balance as at  July 1, 2023 (Unaudited)		11		642,199		3,748		647,510			1,293,468
Profit for the period		-		-		-		140,843			140,843
Dividend distributed		-		-		-		(70,000	)		(70,000	)
Balance as at
September 30, 2023 (Unaudited)		11		642,199		3,748		718,353			1,364,311
For the three months
ended September 30, 2022
(Unaudited)
Balance as at
July 1, 2022 (Unaudited)		11		642,199		3,748		489,164			1,135,122
Profit for the period		-		-		-		52,405			52,405
Balance as at
September 30, 2022 (Unaudited)		11		642,199		3,748		541,569			1,187,527

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Shareholders’ Equity (cont’d)

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings		Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
For the year ended
December 31, 2022 (Audited)
Balance as at  January 1, 2022 (Audited)		11		642,199		3,748		497,384		1,143,342
Profit for the year		-		-		-		75,280		75,280
Balance as at
December 31, 2022 (Audited)		11		642,199		3,748		572,664		1,218,622

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the nine months ended						For the three months ended						Year ended
	September 30						September 30						December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Cash flows from
operating activities
Profit for the period		215,689			44,185			140,843			52,405			75,280
Adjustments:
Depreciation and amortization
and fuel consumption		183,707			186,137			64,221			61,436			242,345
Taxes on income		64,187			13,301			42,077			15,642			22,340
Financing expenses, net		121,038			166,199			31,509			61,709			218,985
		368,932			365,637			137,807			138,787			483,670
Change in trade receivables		(67,197	)		(34,620	)		(63,108	)		(91,436	)		9,991
Change in other receivables		16,817			29,426			(1,811	)		13,068			7,480
Change in trade payables		(48,393	)		(77,976	)		29,915			78,790			(127,907	)
Change in other payables		14,373			19,184			13,102			16,492			4,339
Change in other long-term liabilities		(3,560	)		1,898			(1,006	)		(1,693	)		1,695
		(87,960	)		(62,088	)		(22,908	)		15,221			(104,402	)
Taxes on income paid		-			(21,795	)		-			-			(21,795	)
Net cash flows provided
by operating activities		496,661			325,939			255,742			206,413			432,753
Cash flows provided by
investing activities
Proceeds for settlement of
financial derivatives		5,714			9,435			2,640			3,688			13,652
Investment in fixed assets		(56,712	)		(88,914	)		(20,555	)		(19,749	)		(110,715	)
Investment in intangible assets		(2,744	)		(822	)		(427	)		(180	)		(1,810	)
Interest received		22,081			2,299			8,285			1,381			6,433
Net cash flows used in
investing activities		(31,661	)		(78,002	)		(10,057	)		(14,860	)		(92,440	)
Cash flows provided by
financing activities
Repayment of lease liability principal		(320	)		(392	)		(108	)		(151	)		(4,726	)
Repayment of loans from banks		(130,987	)		(144,775	)		-			-			(255,705	)
Dividends paid		(70,000	)		-			(70,000	)		-			-
Interest paid		(77,099	)		(82,262	)		(114	)		(133	)		(159,804	)
Net cash flows used in
financing activities		(278,406	)		(227,429	)		(70,222	)		(284	)		(420,235	)
Net increase (decrease) in cash
and cash equivalents		186,594			20,508			175,463			191,269			(79,922	)
Effect of exchange rate fluctuations
on cash and cash equivalents		24,979			31,611			10,812			152			29,543
Cash and cash equivalents at
beginning of period		151,481			201,860			176,779			62,558			201,860
Cash and cash equivalents at end of period
		363,054			253,979			363,054			253,979			151,481

EX-99.2

Exhibit 99.2

Other than information relating to Ellomay Luzon Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), the disclosures contained herein concerning Dorad Energy Ltd. (“Dorad”) and the power plant owned by Dorad (the “Dorad Power Plant”) are based on information received from Dorad. Unless the context in which such terms are used would require a different meaning, all references to “Ellomay,” “us,” “we,” “our” or the “Company” refer to Ellomay Capital Ltd. and its consolidated subsidiaries.

All reference herein to the “2022 Annual Disclosure” are to the immediate report provided to the holders of Company’s Series E Secured Debenture, submitted to the Israel Securities Authority on March 29, 2023 (filing number 2023-02-034863). Unless otherwise noted, defined terms used herein shall have the same meaning as set forth in the 2022 Annual Disclosure.

See Section 1.1 under the heading “Investment and Acquisition of Shares in Dori Energy” for disclosure concerning changes implemented in January 2023 to the shareholders’ loans provided to Ellomay Luzon Energy.

With reference to Section 1.1 of the 2022 Annual Disclosure, the following update is made:

“Iron Swards” War

On October 7, 2023, a surprise attack by the Hamas terror organization against the State of Israel commenced, following which a substantial recruitment of reserves was made and the State of Israel declared a war situation (the “Iron Swards” war). During the days of fighting, thousands of rockets were launched towards the State of Israel, and several of them landed on the area of the Dorad Power Plant and caused damage to property and equipment in an immaterial scope but did not impact the ongoing operation of the power plant.

The security situation resulted in a decrease in the scope of economic and business activity in Israel and caused, among other things, a disruption in the supply and production chain, a decrease in the scope of national transportation, a shortage of personnel, a decrease in the value of financial assets and an increase in the exchange rate of foreign currencies relative to the NIS.

Due to the war and in accordance with notifications provided by the Israeli Ministry of Energy to the operator of the “Tamar” natural gas field, the natural gas extraction from the reservoir was temporarily halted and thereafter renewed. This did not have a material impact on Dorad’s operations, which continued operating the power plant based on natural gas purchased from Energean.

Dorad estimated, based on the information it had as of November 8, 2023 (the date of approval of Dorad’s financial statements as of September 30, 2023), that the current events and the security escalation in Israel are not expected to have a material impact on Dorad’s business results in the short term. Dorad further provides that as this event is not under the control of Dorad, and factors such as the continuation of the war and hostilities or their cessation may affect Dorad’s estimates, as of the date of the financial statements, Dorad had no ability to estimate the extent of the impact of the war on its business activity and its results in the medium and long term. Dorad continues to regularly monitor the developments and examines the implications on its operations and the value of its assets.

With reference to Section 1.3 of the 2022 Annual Disclosure under the heading “Distribution of Dividends” - In August 2023, Dorad’s board of directors decided to distribute a dividend of NIS 70 million (approximately €17.1 million), which was distributed to its shareholders (Ellomay Luzon Energy’s share was approximately NIS 14 million) during August and September 2023.

With reference to Section 1.5.2 of the 2022 Annual Disclosure under the heading “tariffs and Payments” - Effective January 1, 2023 the changes to the clusters of demand hours pursuant to the resolution of the Israeli Electricity Authority from August 2022 entered into force. These changes mainly included an elimination of the “high” cluster and shifts in “peak” hours in some seasons from noon to evening hours and an expansion of the number of months in the summer season to 4 months (June – September instead of July and August). Dorad is examining the financial impact of the decision on its expected results.

On December 26, 2022, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 0.7% from January 1, 2023 through the end of 2023. On January 26, 2023, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 1.2% from February 1, 2023 through the end of 2023. On March 27, 2023, the Israeli Electricity Authority published a decision regarding “Ongoing Update to Electricity Rates for Customers of IEC,” which provided for a decrease in the average production component of approximately 1.4% from April 1, 2023, which will remain in effect through the end of 2023.

With reference to Sections 1.5.2 and 1.16 of the 2022 Annual Disclosure under the heading “Consumption Plans and Deviations” - On April 10, 2023, the court decided to reject the request submitted by the Israel Electric Corporation (“IEC”) to send a third-party notice to Dorad in connection with a class action submitted against the IEC claiming that the IEC was negligent in overseeing the private electricity manufacturers thereby damaging the electricity consumers. On June 11, 2023, the IEC submitted an appeal on the court’s decision. The court ruled that the respondents are required to submit written responses to the appeal and set a hearing date in 2024. Dorad’s position, based on legal advice, is that it cannot at this point estimate the outcome of the appeal.

With reference to Section 1.5.2 of the 2022 Annual Report - In March 2022, the Israeli Electricity Authority published its resolution providing for a market model for private manufacturers and renewable energy on the transmission grid. The purpose of the resolution is to create a uniform set of rules and a possibility for better control of the System Manager over the loads on the network, especially in view of the massive entry of renewable energies into the market. This resolution preserves the ability of manufacturers operating under a different regulation, including Dorad, to continue operating in a format of physical loading (production according to the predicted customer consumption and selling excess electricity to the System Manager), and also allows those manufacturers to decide, every month, at their discretion, to switch to a central loading format that will entitle them to energy payments in accordance with the mechanisms established in the resolution and in parallel to purchase the electricity required by their customers from the System Manager at market price (SMP). This arrangement will become effective commencing January 1, 2024. Dorad is examining the impact of the resolution on its operations and may, at any time, elect to switch to the proposed central loading mechanism in the event it resolves that the change will have a positive impact on its financial results.

2

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Power Plant Malfunctions” - Following Dorad’s delivery of a demand to its maintenance contractor in connection with damaged components of the gas turbine that are not covered by Dorad’s insurance in the amount of approximately $4.6 million, on February 27, 2023, Dorad decided to activate the arbitration mechanism included in its operation and maintenance agreement. On May 1, 2023, a preliminary hearing was held with the agreed arbitrator and meeting dates were scheduled for early 2024.

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Potential Expansion of the Dorad Power Plant (“Dorad 2”)” -

• On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of approximately 80 MW.

• On July 12, 2023, Dorad received a copy of a petition submitted by O.P.C Hadera Expansion Ltd. (“OPC”) concerning the approval of the Israeli Government. On July 19, 2023, the Israeli Supreme Court rejected the petition submitted by OPC due to non-exhastion of proceedings. On July 24, 2023, Dorad received a copy of OPC’s letter to the Israeli Government, through the Secretary of the Government, requesting an urgent response to OPC’s letter dated July 3, 2023 and noting that to the extent the Government does not act accordintlly, OPC will have no other recourse and will file a new petition with the court. Furthermore, on July 17, 2023, Dorad received a copy of a petition submitted by Reindeer Energy Ltd. (“Reindeer”) concerning the same approval of the Israeli Government. On July 19, 2023, the Israeli court resolved that Reindeer is required to notify the court by July 24, 2023 why its petition should not be deleted as it is premature, without an order to pay legal expenses and while reserving its claims until a final resolution is adopted in th matter. On July 25, 2023, Dorad received a copy of Reindeer’s response, claiming that the petition is not premature and that without the court’s interference at this stage, the possibility to compete over building a power plant in Central Israel will be eliminated until 2035, therefore, Reindeer claims that the court’s suggestion does not maintain its rights but eliminates them and harms the public interest, which requires a discussion of the petition. On July 27, 2023, the court rejected Reindeer’s petition resolving that it is premature and that under the circunstances there is no justification to discuss it at this time because it is unclear what the recommendation of the National Infrastructure Committee will be after another discussion and what will be the final resolution of the Israeli Government and the basis of the resolution.

3

The Company expects that the expansion of the power plant will increase the revenues and income of Dorad. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company. The abovementioned estimation in connection with Dorad 2, constitutes forward-looking information, as defined in the Securities Law, 1968, and is based on the information, experience and estimates of Dorad and the Company as of this date. Such information and assessments may also not materialize, in whole or in part or may materialize in a different manner than anticipated, including due to factors that are unknown to Dorad and the Company as of the date of this report and are not under their control, which include, inter alia, the factors set forth in this section and other risk factors listed in Section 1.17 of the 2022 Annual Disclosure.

With reference to Section 1.9 of the 2022 Annual Disclosure under the heading “Municipal Tax Assessment” - During the first quarter of 2023, the objection submitted by Dorad in connection with the municipal tax assessment it received was rejected by the Director of Property Taxes and an appeal was filed with the Appeals Committee for Property Tax Affairs.

With reference to Section 1.16 of the 2022 Annual Disclosure - on June 28, 2023, an arbitration award was issued in connection with the arbitration proceeding described in Section 1.16 as follows:

• Petition to Approve a Derivative Claim filed by Ellomay Luzon Energy and Hemi Raphael - The arbitration award accepts the majority of the claims made by the Plaintiffs and the arbitrator ruled that the defendants, severally and jointly, are required to: (i) pay Dorad an amount of $100 million, bearing interest pursuant to applicable law from January 1, 2013 until the payment date, (ii) bear the expenses of the plaintiffs, including Ellomay Luzon Energy, in an aggregate amount of NIS 20 million, plus VAT, and (iii) bear 80% of the expenses of Dorad in the proceeding (while the Plaintiffs will bear the remaining 20%).

• Third-Party Notices and Counterclaims submitted by Zorlu and Edelcom - The arbitration award provides that due to the ruling accepting the derivative petition as detailed above, the third-party notices and counterclaim are rejected.

• Petition to Approve a Derivative Claim filed by Edelcom - The arbitration award provides, inter alia, that the entrepreneurship agreement was not breached and therefore there is no basis for approving a derivative claim.

On July 4, 2023 and on July 5, 2023, the parties to the arbitration (other than Dorad) approached the retired judge named in the arbitration agreement as the agreed appeal arbitrator asking him to agree to rule on the appeal concerning the arbitration award. On July 6, 2023, the judge notified the parties that he agrees to rule on the appeal. The deadline for submitting appeals has not yet passed. To the Company’s knowledge, the parties to the arbitration intend to submit an appeal (and a counterappeal) on the arbitration award and agreed on a procedural arrangement for such purpose.

4

In November 2023, appeals were submitted by the plaintiffs and the respondents against the arbitration award. In their appeal, the plaintiffs claimed, inter alia, that the arbitrator was mistaken in his arbitration award decisions and requested alternative rulings either accepting the appeal and cancelling the entire financial payment decision included in the arbitration award or a partial cancellation of the financial payment decision included in the arbitration award and a relative decrease of the interest and expenses obligation imposed on the plaintiffs. In their appeal, the defendants appealed the financial payment decision and claimed that the amount ruled should have been higher and also appealed the interest rate determined with respect to the financial payment and the scope of expenses reimbursement. The parties are expected to file responses to the appeals and a preliminary hearing was scheduled for February 2024.

As Edelcom did not appeal the arbitrator’s decision with respect to the petition to approve a derivative claim filed by Edelcom in connection with the entrepreneurship fees, the arbitration award remains unchanged with respect to this petition and claim.

As of the date hereof, in light of the preliminary stage of the appeals and based on the advice of legal counsel of Ellomay Luzon Energy, it is too early to estimate the outcome of the appeals.

With reference to Section 1.11.3 of the 2022 Annual Disclosure in connection with Dorad’s agreement with Alon Energy Centers LP (“Alon Gat”) - On January 8, 2023, Alon Gat informed Dorad of the termination of the agreement, effective March 31, 2023.

With reference to Section 1.13 of the 2022 Annual Disclosure under the heading “Dorad Credit Rating” - On April 4, 2023, Dorad received an update of its debt rating forecast to ilAA-/Negative. This update did not have an effect on the interest rate of Dorad’s credit facility.

5

EX-99.3

Exhibit 99.3

Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. as of and

for the three and nine months ended September 30, 2023

(summary of Hebrew version, the original language was published by Ellomay Capital Ltd. in Israel

and is available upon request)

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Financial Position

	As at September 30				As at December 31 2022
	2023		2022
	Unaudited				Audited
	NIS in thousands
Assets
Current assets:
Cash and cash equivalents		97		609		154
Trade and other receivables		216		266		116
		313		875		270
Non-current assets:
Investment in equity accounted investee		265,828		233,531		239,147
		266,141		234,406		239,417
Liabilities and Equity
Current liabilities:
Trade, related parties and other payables		471		1,157		219
Loans from shareholders		9,384		64,631		20,000
		9,855		65,788		20,219
Equity:
Share capital		*		*		*
Share premium		105,116		105,116		105,116
Capital notes		46,933		-		46,933
Accumulated profit		104,237		63,502		67,149
		256,286		168,618		219,198
		266,141		234,406		239,417

* Represents an amount less than NIS 1 thousand

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Comprehensive Income

	Nine Months ended September 30						Three Months ended September 30						Year ended December 31 2022
	2023			2022			2023			2022
	Unaudited						Unaudited						Audited
	NIS in thousands
General and administrative expenses		(562	)		(1,339	)		(436	)		(774	)		(1,395	)
Operating loss		(562	)		(1,339	)		(436	)		(774	)		(1,395	)
Financing expenses		(2,156	)		(6,524	)		(562	)		(2,117	)		(8,437	)
Share of profits of equity accounted investee		39,806			7,649			26,194			9,612			13,265
Net profit (loss) for the period		37,088			(214	)		25,196			6,721			3,433
Total comprehensive income (loss) for the period		37,088			(214	)		25,196			6,721			3,433

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Changes in Equity

	Share Capital		Capital notes		Share Premium		Accumulated profit			Total Equity
	NIS in thousands
Balance as at January 1, 2023 (audited)		*		46,933		105,116		67,149			219,198
Transaction during the nine-month period ended September 30, 2023 (unaudited) – Total comprehensive profit		-		-		-		37,088			37,088
Balance as at September 30, 2023 (unaudited)		*		46,933		105,116		104,237			256,286
Balance as at January 1, 2022 (audited)		*		-		105,116		63,716			168,832
Transaction during the nine-month period ended September 30, 2022 (unaudited) – Total comprehensive loss		-		-		-		(214	)		(214	)
Balance as at September 30, 2022 (unaudited)		*		-		105,116		63,502			168,618
Balance as at July 1, 2023 (unaudited)		*		46,933		105,116		79,041			231,090
Transaction during the three-month period ended September 30, 2023 (unaudited) – Total comprehensive profit		-		-		-		25,196			25,196
Balance as at September 30, 2023 (unaudited)		*		46,933		105,116		104,237			256,286
Balance as at July 1, 2022 (unaudited)		*		-		105,116		56,781			161,897
Transaction during the three-month period ended September 30, 2022 (unaudited) – Total comprehensive profit		-		-		-		6,721			6,721
Balance as at September 30, 2022 (unaudited)		*		-		105,116		63,502			168,618
Balance as at December 31, 2021 (audited)		*		-		105,116		63,716			168,832
Transaction during the year ended December 31, 2022 (audited) – Capital notes		-		46,933		-		-			46,933
Total comprehensive profit		-		-		-		3,433			3,433
Balance as at December 31, 2022 (audited)		*		46,933		105,116		67,149			219,198

*Represents an amount less than NIS 1 thousand

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Cash Flows

	Nine months ended September 30						Three months ended September 30						Year ended December 31 2022
	2023			2022			2023			2022
	Unaudited						Unaudited						Audited
	NIS in thousands
Cash flows from operating activities -
Net profit (loss)		37,088			(214	)		25,196			6,721			3,433
Adjustments needed to present cash flows from the Company’s operating activities:
Adjustments to the Company’s profit and loss items:
Financing expenses		2,156			6,524			562			2,177			8,437
Company’s share of profits of equity accounted investee		(39,806	)		(7,649	)		(26,194	)		(9,612	)		(13,265	)
		(37,650	)		(1,125	)		(25,632	)		(7,495	)		(4,828	)
Changes in the assets and liabilities of the company:
Decrease (increase) in trade and other receivables		(478	)		(597	)		(45	)		4			(558	)
Increase in trade, related parties and other payables		252			1,087			266			874			249
		(226	)		490			221			878			(309	)
Cash paid during the period for:
Interest paid		(12,403	)		(528	)		(12,403	)		-			(528	)
Net cash provided by (used for) operating activities		(13,191	)		(1,377	)		(12,618	)		104			(2,232	)
Cash flows from investing activities -
Receipt of dividend from equity accounted investee		13,125			-			13,125			-			-
Net cash provided by investing activities		13,125			-			13,125			-			-
Cash flows from financing activities -
Receipt of loans from shareholders		506			1,487			33			400			1,887
Repayment of loans to shareholders		(497	)		-			(497	)		-			-
Net cash provided by financing activities		9			1,487			(464	)		400			1,887
Increase (decrease) in cash and cash equivalents		(57	)		110			43			504			(345	)
Cash and cash equivalents at the beginning of the period		154			499			54			105			499
Cash and cash equivalents at the end of the period		97			609			97			609			154