EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

OPC Energy Ltd. Condensed Consolidated Interim Financial Statements As of September 30, 2025 (Unaudited)

OPC Energy Ltd.
Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

Table of Contents

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

F - 2

Somekh Chaikin
Millennium Tower KPMG
17 Ha’Arba'a St., P.O.B. 609
Tel Aviv 6100601
+972-3-684-8000
Review Report of the Independent Auditors to the Shareholders of OPC Energy Ltd.
Introduction
We have reviewed the accompanying financial information of OPC Energy Ltd. (hereinafter – the “Company”) and its subsidiaries, including the condensed consolidated interim statement of financial position as of September 30, 2025 and the condensed consolidated interim statements of income, comprehensive income, changes in equity and cash flows for the nine-month and three-month period then ended.The Board of Directors and management are responsible for preparing and presenting financial information for these interim periods in accordance with IAS 34, Interim Financial Reporting, and are also responsible for preparing financial information for these interim periods under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion regarding the financial information for these interim periods based on our review.
Review scope
We conducted our review in accordance with Review Standard (Israel) 2410 - “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” of the Institute of Certified Public Accountants in Israel. A review of financial information for interim periods consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.A review is substantially smaller in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters which may have been identifiable in an audit.Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information was not prepared, in all material respects, in accordance with IAS 34.
In addition to that mentioned in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information does not comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Somekh Chaikin
Certified Public Accountants
November 18, 2025
KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a privately-held, limited-liability English company.
F - 3

Somekh Chaikin
Millennium Tower KPMG
17 Ha’Arba'a St., P.O.B. 609
Tel Aviv 6100601
+972-3-684-8000
November 18, 2025
To:
The Board of Directors of
OPC Energy Ltd. (hereinafter – the “Company”)
Dear Sirs/Madams,
Re: Letter of Consent in Connection with the Company’s Shelf Prospectus of May 2023
This is to inform you that we agree to the inclusion in the shelf prospectus (including by way of reference) of our reports listed below in connection with the shelf prospectus of May 2023:

| (1) | Independent auditors’ review report of November 18, 2025 on the Company’s Condensed Consolidated Financial Information as of September 30, 2025 and for the nine- and three-month periods then ended.

| (2) | Independent auditors’ special report of November 18, 2025 on the Company’s separate interim financial information as of September 30, 2025, in accordance with Regulation 38D to the Securities Regulations (Periodic and Immediate Reports), 1970 and for the nine- and three-month periods then ended.

Respectfully,
Somekh Chaikin
Certified Public Accountants
KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a privately-held, limited-liability English company.
F - 4

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Financial Position as of

|  | September 30 |  |  | September 30 |  |  | December 31 |
|  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |
Current assets |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 2,300 |  |  |  | 1,151 |  |  |  | 962 |
Trade receivables |  |  | 420 |  |  |  | 360 |  |  |  | 293 |
Other receivables and debit balances |  |  | 108 |  |  |  | 163 |  |  |  | 90 |
Total current assets |  |  | 2,828 |  |  |  | 1,674 |  |  |  | 1,345 |
Non‑current assets |  |  |  |  |  |  |  |  |  |  |  |
Long-term restricted deposits and cash |  |  | 54 |  |  |  | 57 |  |  |  | 60 |
Long-term receivables and debit balances |  |  | 158 |  |  |  | 231 |  |  |  | 162 |
Investments in associates |  |  | 5,368 |  |  |  | 2,463 |  |  |  | 5,320 |
Long-term derivative financial instruments |  |  | 43 |  |  |  | 54 |  |  |  | 44 |
Property, plant & equipment |  |  | 4,281 |  |  |  | 7,048 |  |  |  | 4,238 |
Right‑of‑use assets and deferred expenses |  |  | 638 |  |  |  | 790 |  |  |  | 637 |
Intangible assets |  |  | 265 |  |  |  | 1,138 |  |  |  | 261 |
Total non‑current assets |  |  | 10,807 |  |  |  | 11,781 |  |  |  | 10,722 |
Total assets |  |  | 13,635 |  |  |  | 13,455 |  |  |  | 12,067 |

F - 5

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Financial Position as of

|  | September 30 |  |  | September 30 |  |  | December 31 |
|  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |
Current liabilities |  |  |  |  |  |  |  |  |
Loans and credit from banking corporations and financial institutions (including current maturities) |  |  | 114 |  |  |  | 148 |  |  |  | 82 |
Current maturities of debt from non‑controlling interests |  |  | - |  |  |  | 22 |  |  |  | 14 |
Current maturities of debentures |  |  | 218 |  |  |  | 212 |  |  |  | 212 |
Trade payables |  |  | 314 |  |  |  | 314 |  |  |  | 213 |
Payables and credit balances |  |  | 354 |  |  |  | 183 |  |  |  | 123 |
Total current liabilities |  |  | 1,000 |  |  |  | 879 |  |  |  | 644 |
Non‑current liabilities |  |  |  |  |  |  |  |  |  |  |  |
Long-term loans from banking corporations and financial institutions |  |  | 2,569 |  |  |  | 2,953 |  |  |  | 2,150 |
Long-term debt from non-controlling interests |  |  | 443 |  |  |  | 455 |  |  |  | 500 |
Debentures |  |  | 1,165 |  |  |  | 1,664 |  |  |  | 1,663 |
Long-term lease liabilities |  |  | 23 |  |  |  | 199 |  |  |  | 31 |
Long-term derivative financial instruments |  |  | - |  |  |  | 36 |  |  |  | - |
Other long‑term liabilities |  |  | 11 |  |  |  | 565 |  |  |  | 115 |
Deferred tax liabilities |  |  | 552 |  |  |  | 517 |  |  |  | 543 |
Total non-current liabilities |  |  | 4,763 |  |  |  | 6,389 |  |  |  | 5,002 |
Total liabilities |  |  | 5,763 |  |  |  | 7,268 |  |  |  | 5,646 |
Equity |  |  |  |  |  |  |  |  |  |  |  |
Share capital |  |  | 3 |  |  |  | 3 |  |  |  | 3 |
Share premium |  |  | 5,745 |  |  |  | 3,990 |  |  |  | 3,993 |
Capital reserves |  |  | 48 |  |  |  | 574 |  |  |  | 532 |
Retained earnings |  |  | 478 |  |  |  | 196 |  |  |  | 224 |
Total equity attributable to the Company’s shareholders |  |  | 6,274 |  |  |  | 4,763 |  |  |  | 4,752 |
Non‑controlling interests |  |  | 1,598 |  |  |  | 1,424 |  |  |  | 1,669 |
Total equity |  |  | 7,872 |  |  |  | 6,187 |  |  |  | 6,421 |
Total liabilities and equity |  |  | 13,635 |  |  |  | 13,455 |  |  |  | 12,067 |

Yair Caspi |  | Giora Almogy |  | Shai Abramovitz
Chairman of the Board of Directors |  | CEO |  | Chief Comptroller1

Approval date of the Financial Statements: November 18, 2025
The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.

1 Due to the temporary absence (parental leave) of the Company's CFO, Ms. Anna Bernstein Schwartzman, the Company's Board of Directors authorized Mr. Shai Abramovitz, the Company's Chief Comptroller (and the most senior financial officer in the absence of Ms. Bernstein Schwartzman), to sign the Company's financial statements as of September 30, 2025.
F - 6

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Income

|  | For the nine-month period ended September 30 |  |  | For the three-month period ended September 30 |  |  | For the year ended December 31 |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
Revenues from sales and provision of services |  |  | 2,256 |  |  |  | 2,190 |  |  |  | 895 |  |  |  | 879 |  |  |  | 2,779 |
Cost of sales and services (excluding depreciation and amortization) |  |  | (1,643 | ) |  |  | (1,493 | ) |  |  | (603 | ) |  |  | (582 | ) |  |  | (1,931 | )
Depreciation and amortization |  |  | (180 | ) |  |  | (245 | ) |  |  | (59 | ) |  |  | (90 | ) |  |  | (317 | )
Gross income |  |  | 433 |  |  |  | 452 |  |  |  | 233 |  |  |  | 207 |  |  |  | 531 |
Share in profits of associates |  |  | 423 |  |  |  | 150 |  |  |  | 211 |  |  |  | 64 |  |  |  | 166 |
Compensation for loss of income |  |  | - |  |  |  | 44 |  |  |  | - |  |  |  | 18 |  |  |  | 44 |
General and administrative expenses |  |  | (295 | ) |  |  | (191 | ) |  |  | (147 | ) |  |  | (72 | ) |  |  | (263 | )
Business development expenses |  |  | (10 | ) |  |  | (33 | ) |  |  | (4 | ) |  |  | (11 | ) |  |  | (45 | )
Gain on loss of control in the US Renewable Energy Segment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 259 |
Other revenues (expenses), net |  |  | 19 |  |  |  | (50 | ) |  |  | 35 |  |  |  | 2 |  |  |  | (56 | )
Operating profit |  |  | 570 |  |  |  | 372 |  |  |  | 328 |  |  |  | 208 |  |  |  | 636 |
Finance expenses |  |  | (216 | ) |  |  | (272 | ) |  |  | (74 | ) |  |  | (99 | ) |  |  | (339 | )
Finance income |  |  | 53 |  |  |  | 72 |  |  |  | 30 |  |  |  | 48 |  |  |  | 87 |
Loss from extinguishment of financial liabilities |  |  | - |  |  |  | (49 | ) |  |  | - |  |  |  | (49 | ) |  |  | (49 | )
Finance expenses, net |  |  | (163 | ) |  |  | (249 | ) |  |  | (44 | ) |  |  | (100 | ) |  |  | (301 | )
Profit before taxes on income |  |  | 407 |  |  |  | 123 |  |  |  | 284 |  |  |  | 108 |  |  |  | 335 |
Expenses for income tax |  |  | (74 | ) |  |  | (49 | ) |  |  | (48 | ) |  |  | (22 | ) |  |  | (138 | )
Profit for the period |  |  | 333 |  |  |  | 74 |  |  |  | 236 |  |  |  | 86 |  |  |  | 197 |
Attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
The Company’s shareholders |  |  | 254 |  |  |  | 83 |  |  |  | 183 |  |  |  | 81 |  |  |  | 111 |
Non‑controlling interests |  |  | 79 |  |  |  | (9 | ) |  |  | 53 |  |  |  | 5 |  |  |  | 86 |
Profit for the period |  |  | 333 |  |  |  | 74 |  |  |  | 236 |  |  |  | 86 |  |  |  | 197 |
Earnings per share attributable to the Company’s owners |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic diluted earnings per share (in NIS) |  |  | 0.95 |  |  |  | 0.36 |  |  |  | 0.64 |  |  |  | 0.33 |  |  |  | 0.46 |

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 7

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Comprehensive Income

|  | For the nine-month period ended September 30 |  |  | For the three-month period ended September 30 |  |  | For the year ended December 31 |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
Profit for the period |  |  | 333 |  |  |  | 74 |  |  |  | 236 |  |  |  | 86 |  |  |  | 197 |
Components of other comprehensive income (loss) which, after being recognized in comprehensive income were or will be carried to profit and loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Effective portion of the change in the fair value of cash flow hedges |  |  | (2 | ) |  |  | 25 |  |  |  | 3 |  |  |  | - |  |  |  | 42 |
Net change in fair value of derivative financial instruments used to hedge cash flows transferred to profit and loss |  |  | (5 | ) |  |  | (14 | ) |  |  | (3 | ) |  |  | (6 | ) |  |  | (11 | )
Group’s share in other comprehensive income (loss) of associates, net of tax |  |  | (84 | ) |  |  | (29 | ) |  |  | 9 |  |  |  | 27 |  |  |  | 13 |
Foreign currency translation differences in respect of foreign operations |  |  | (*) (555 | ) |  |  | 84 |  |  |  | (*) (123 | ) |  |  | (75 | ) |  |  | (8 | )
Tax on other comprehensive income (loss) items |  |  | 41 |  |  |  | (3 | ) |  |  | 12 |  |  |  | 4 |  |  |  | (6 | )
Other comprehensive income (loss) for the period, net of tax |  |  | (605 | ) |  |  | 63 |  |  |  | (102 | ) |  |  | (50 | ) |  |  | 30 |
Total comprehensive income (loss) for the period |  |  | (272 | ) |  |  | 137 |  |  |  | 134 |  |  |  | 36 |  |  |  | 227 |
Attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
The Company’s shareholders |  |  | (202 | ) |  |  | 131 |  |  |  | 102 |  |  |  | 36 |  |  |  | 121 |
Non‑controlling interests |  |  | (70 | ) |  |  | 6 |  |  |  | 32 |  |  |  | - |  |  |  | 106 |
Comprehensive income (loss) for the period |  |  | (272 | ) |  |  | 137 |  |  |  | 134 |  |  |  | 36 |  |  |  | 227 |

(*) Arises mainly from a depreciation of the USD against the NIS in the nine- and three-month period ended September 30, 2025, at a rate of approx. 9.3% and approx. 2.0%, respectively.
The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 8

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Changes in Equity

|  | Attributable to the Company’s shareholders |  |  |  |  |  |  |
|  | Share capital |  |  | Share premium |  |  | Capital reserves |  |  | Hedge fund |  |  | Foreign operations translation reserve |  |  | Retained earnings |  |  | Total |  |  | Non‑controlling interests |  |  | Total equity |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
|  | (Unaudited) |
For the nine-month period ended September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as of January 1, 2025 |  |  | 3 |  |  |  | 3,993 |  |  |  | 247 |  |  |  | 49 |  |  |  | 236 |  |  |  | 224 |  |  |  | 4,752 |  |  |  | 1,669 |  |  |  | 6,421 |
Issuance of shares (less issuance expenses) |  |  | *- |  |  |  | 1,721 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,721 |  |  |  | - |  |  |  | 1,721 |
Investments by holders of non-controlling interests in equity of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 35 |  |  |  | 35 |
Share-based payment |  |  | - |  |  |  | - |  |  |  | 4 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4 |  |  |  | 1 |  |  |  | 5 |
Exercised and expired options and RSUs |  |  | *- |  |  |  | 31 |  |  |  | (31 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Dividend paid to non‑controlling interests |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (38 | ) |  |  | (38 | )
Other |  |  | - |  |  |  | - |  |  |  | (1 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1 | ) |  |  | 1 |  |  |  | - |
Other comprehensive loss for the period, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (60 | ) |  |  | (396 | ) |  |  | - |  |  |  | (456 | ) |  |  | (149 | ) |  |  | (605 | )
Profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 254 |  |  |  | 254 |  |  |  | 79 |  |  |  | 333 |
Balance as of September 30, 2025 |  |  | 3 |  |  |  | 5,745 |  |  |  | 219 |  |  |  | (11 | ) |  |  | (160 | ) |  |  | 478 |  |  |  | 6,274 |  |  |  | 1,598 |  |  |  | 7,872 |
For the nine-month period ended September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as of January 1, 2024 |  |  | 2 |  |  |  | 3,210 |  |  |  | 248 |  |  |  | 25 |  |  |  | 250 |  |  |  | 113 |  |  |  | 3,848 |  |  |  | 1,394 |  |  |  | 5,242 |
Issuance of shares (less issuance expenses) |  |  | 1 |  |  |  | 778 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 779 |  |  |  | - |  |  |  | 779 |
Investments by holders of non-controlling interests in equity of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 34 |  |  |  | 34 |
Share-based payment |  |  | - |  |  |  | - |  |  |  | 5 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5 |  |  |  | 1 |  |  |  | 6 |
Exercised and expired options and RSUs |  |  | *- |  |  |  | 2 |  |  |  | (2 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (11 | ) |  |  | (11 | )
Other comprehensive income (loss) for the period, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (13 | ) |  |  | 61 |  |  |  | - |  |  |  | 48 |  |  |  | 15 |  |  |  | 63 |
Profit (loss) for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 83 |  |  |  | 83 |  |  |  | (9 | ) |  |  | 74 |
Balance as of September 30, 2024 |  |  | 3 |  |  |  | 3,990 |  |  |  | 251 |  |  |  | 12 |  |  |  | 311 |  |  |  | 196 |  |  |  | 4,763 |  |  |  | 1,424 |  |  |  | 6,187 |

* Amount is less than NIS 1 million.
The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 9

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

|  | Attributable to the Company’s shareholders |  |  |  |  |  |  |
|  | Share capital |  |  | Share premium |  |  | Capital reserves |  |  | Hedge fund |  |  | Foreign operations translation reserve |  |  | Retained earnings |  |  | Total |  |  | Non‑controlling interests |  |  | Total equity |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
|  | (Unaudited) |
For the three-month period ended September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as of July 1, 2025 |  |  | 3 |  |  |  | 4,842 |  |  |  | 225 |  |  |  | (17 | ) |  |  | (73 | ) |  |  | 295 |  |  |  | 5,275 |  |  |  | 1,594 |  |  |  | 6,869 |
Issuance of shares (less issuance expenses) |  |  | *- |  |  |  | 895 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 895 |  |  |  | - |  |  |  | 895 |
Share-based payment |  |  | - |  |  |  | - |  |  |  | 2 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2 |  |  |  | 1 |  |  |  | 3 |
Exercised and expired options and RSUs |  |  | *- |  |  |  | 8 |  |  |  | (8 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Dividend paid to non‑controlling interests |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (29 | ) |  |  | (29 | )
Other comprehensive income (loss) for the period, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6 |  |  |  | (87 | ) |  |  | - |  |  |  | (81 | ) |  |  | (21 | ) |  |  | (102 | )
Profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 183 |  |  |  | 183 |  |  |  | 53 |  |  |  | 236 |
Balance as of September 30, 2025 |  |  | 3 |  |  |  | 5,745 |  |  |  | 219 |  |  |  | (11 | ) |  |  | (160 | ) |  |  | 478 |  |  |  | 6,274 |  |  |  | 1,598 |  |  |  | 7,872 |
For the three-month period ended September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as of July 1, 2024 |  |  | 2 |  |  |  | 3,211 |  |  |  | 251 |  |  |  | (2 | ) |  |  | 370 |  |  |  | 115 |  |  |  | 3,947 |  |  |  | 1,434 |  |  |  | 5,381 |
Issuance of shares (less issuance expenses) |  |  | 1 |  |  |  | 778 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 779 |  |  |  | - |  |  |  | 779 |
Share-based payment |  |  | - |  |  |  | - |  |  |  | 1 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1 |  |  |  | 1 |  |  |  | 2 |
Exercised and expired options and RSUs |  |  | *- |  |  |  | 1 |  |  |  | (1 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (11 | ) |  |  | (11 | )
Other comprehensive income (loss) for the period, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14 |  |  |  | (59 | ) |  |  | - |  |  |  | (45 | ) |  |  | (5 | ) |  |  | (50 | )
Profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 81 |  |  |  | 81 |  |  |  | 5 |  |  |  | 86 |
Balance as of September 30, 2024 |  |  | 3 |  |  |  | 3,990 |  |  |  | 251 |  |  |  | 12 |  |  |  | 311 |  |  |  | 196 |  |  |  | 4,763 |  |  |  | 1,424 |  |  |  | 6,187 |

* Amount is less than NIS 1 million.
The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 10

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

|  | Attributable to the Company’s shareholders |  |  |  |  |  |  |
|  | Share capital |  |  | Share premium |  |  | Capital reserves |  |  | Hedge fund |  |  | Foreign operations translation reserve |  |  | Retained earnings |  |  | Total |  |  | Non‑controlling interests |  |  | Total equity |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
|  | (Audited) |
For the year ended December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as of January 1, 2024 |  |  | 2 |  |  |  | 3,210 |  |  |  | 248 |  |  |  | 25 |  |  |  | 250 |  |  |  | 113 |  |  |  | 3,848 |  |  |  | 1,394 |  |  |  | 5,242 |
Issuance of shares (less issuance expenses) |  |  | 1 |  |  |  | 779 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 780 |  |  |  | - |  |  |  | 780 |
Investments by holders of non-controlling interests in equity of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 175 |  |  |  | 175 |
Share-based payment |  |  | - |  |  |  | - |  |  |  | 7 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7 |  |  |  | 1 |  |  |  | 8 |
Exercised and expired options and RSUs |  |  | *- |  |  |  | 4 |  |  |  | (4 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Other |  |  | - |  |  |  | - |  |  |  | (4 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (4 | ) |  |  | (7 | ) |  |  | (11 | )
Other comprehensive income (loss) for the year, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 24 |  |  |  | (14 | ) |  |  | - |  |  |  | 10 |  |  |  | 20 |  |  |  | 30 |
Profit for the year |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 111 |  |  |  | 111 |  |  |  | 86 |  |  |  | 197 |
Balance as of December 31, 2024 |  |  | 3 |  |  |  | 3,993 |  |  |  | 247 |  |  |  | 49 |  |  |  | 236 |  |  |  | 224 |  |  |  | 4,752 |  |  |  | 1,669 |  |  |  | 6,421 |

* Amount is less than NIS 1 million.
The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 11

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Cash Flow

|  | For the nine-month period ended September 30 |  |  | For the three-month period ended September 30 |  |  | For the year ended December 31 |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
Cash flows from operating activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Profit for the period |  |  | 333 |  |  |  | 74 |  |  |  | 236 |  |  |  | 86 |  |  |  | 197 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 193 |  |  |  | 257 |  |  |  | 64 |  |  |  | 95 |  |  |  | 333 |
Diesel fuel consumption |  |  | 20 |  |  |  | 9 |  |  |  | 4 |  |  |  | 1 |  |  |  | 12 |
Finance expenses, net |  |  | 163 |  |  |  | 249 |  |  |  | 44 |  |  |  | 100 |  |  |  | 301 |
Expenses for income tax |  |  | 74 |  |  |  | 49 |  |  |  | 48 |  |  |  | 22 |  |  |  | 138 |
Share in profits of associates |  |  | (423 | ) |  |  | (150 | ) |  |  | (211 | ) |  |  | (64 | ) |  |  | (166 | )
Other expenses (revenues), net |  |  | (19 | ) |  |  | 50 |  |  |  | (35 | ) |  |  | (2 | ) |  |  | 56 |
Gain on loss of control in the US Renewable Energy Segment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (259 | )
Share-based payment transactions |  |  | 125 |  |  |  | 24 |  |  |  | 86 |  |  |  | 14 |  |  |  | 35 |
|  |  | 466 |  |  |  | 562 |  |  |  | 236 |  |  |  | 252 |  |  |  | 647 |
Changes in trade and other receivables |  |  | (166 | ) |  |  | (176 | ) |  |  | (36 | ) |  |  | (75 | ) |  |  | (64 | )
Changes in trade payables, service providers, payables and other long-term liabilities |  |  | 161 |  |  |  | 158 |  |  |  | 38 |  |  |  | 62 |  |  |  | 14 |
|  |  | (5 | ) |  |  | (18 | ) |  |  | 2 |  |  |  | (13 | ) |  |  | (50 | )
Dividends received from associates |  |  | 203 |  |  |  | 205 |  |  |  | 108 |  |  |  | 179 |  |  |  | 235 |
Income taxes paid |  |  | (8 | ) |  |  | (4 | ) |  |  | (8 | ) |  |  | - |  |  |  | (67 | )
Net cash provided by operating activities |  |  | 656 |  |  |  | 745 |  |  |  | 338 |  |  |  | 418 |  |  |  | 765 |
Cash flows used in investing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest received |  |  | 38 |  |  |  | 23 |  |  |  | 22 |  |  |  | 11 |  |  |  | 35 |
Investment in associates |  |  | (479 | ) |  |  | (37 | ) |  |  | (84 | ) |  |  | (9 | ) |  |  | (737 | )
Purchase of property, plant, and equipment, intangible assets and deferred expenses |  |  | (235 | ) |  |  | (1,203 | ) |  |  | (97 | ) |  |  | (698 | ) |  |  | (1,260 | )
Loss of control in the US Renewable Energies Segment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 134 |
Proceeds for repayment of partnership capital from associates |  |  | 3 |  |  |  | 95 |  |  |  | - |  |  |  | 95 |  |  |  | 95 |
Other |  |  | 5 |  |  |  | 25 |  |  |  | (6 | ) |  |  | 18 |  |  |  | 21 |
Net cash used for investing activities |  |  | (668 | ) |  |  | (1,097 | ) |  |  | (165 | ) |  |  | (583 | ) |  |  | (1,712 | )

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 12

OPC Energy Ltd.
Condensed Consolidated Interim Statements of Cash Flow (cont.)

|  | For the nine-month period ended September 30 |  |  | For the three-month period ended September 30 |  |  | For the year ended December 31 |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2024 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
|  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |  |  | NIS million |
Cash flows provided by financing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Proceeds of share issuance, less issuance expenses (1) |  |  | 1,721 |  |  |  | 779 |  |  |  | 895 |  |  |  | 779 |  |  |  | 780 |
Proceeds of debenture issuance, less issuance expenses |  |  | - |  |  |  | 198 |  |  |  | - |  |  |  | - |  |  |  | 198 |
Receipt of long-term loans from banking corporations and financial institutions, net (2) |  |  | 494 |  |  |  | 1,649 |  |  |  | 194 |  |  |  | 1,614 |  |  |  | 1,951 |
Receipt of long-term debt from non-controlling interests |  |  | 11 |  |  |  | 60 |  |  |  | - |  |  |  | 36 |  |  |  | 104 |
Investments by holders of non-controlling interests in equity of subsidiary |  |  | 35 |  |  |  | 34 |  |  |  | - |  |  |  | - |  |  |  | 175 |
Change in short-term loans from banking corporations, net |  |  | 10 |  |  |  | (195 | ) |  |  | 12 |  |  |  | 10 |  |  |  | (204 | )
Tax equity partner’s investment in US-based renewable energy projects |  |  | - |  |  |  | 152 |  |  |  | - |  |  |  | - |  |  |  | 152 |
Interest paid |  |  | (150 | ) |  |  | (198 | ) |  |  | (60 | ) |  |  | (79 | ) |  |  | (228 | )
Dividend paid to non‑controlling interests |  |  | (38 | ) |  |  | - |  |  |  | (29 | ) |  |  | - |  |  |  | - |
Repayment of long-term loans from banking corporations and others (2) |  |  | (68 | ) |  |  | (1,743 | ) |  |  | (25 | ) |  |  | (1,617 | ) |  |  | (1,755 | )
Repayment of long-term loans from non-controlling interests |  |  | (62 | ) |  |  | (68 | ) |  |  | (13 | ) |  |  | (59 | ) |  |  | (76 | )
Repayment of debentures (3) |  |  | (515 | ) |  |  | (193 | ) |  |  | (409 | ) |  |  | (97 | ) |  |  | (193 | )
Other |  |  | 12 |  |  |  | (8 | ) |  |  | (2 | ) |  |  | (1 | ) |  |  | (13 | )
Net cash provided by financing activities |  |  | 1,450 |  |  |  | 467 |  |  |  | 563 |  |  |  | 586 |  |  |  | 891 |
Net increase (decrease) in cash and cash equivalents |  |  | 1,438 |  |  |  | 115 |  |  |  | 736 |  |  |  | 421 |  |  |  | (56 | )
Balance of cash and cash equivalents as of the beginning of the period |  |  | 962 |  |  |  | 1,007 |  |  |  | 1,586 |  |  |  | 722 |  |  |  | 1,007 |
Effect of exchange rate fluctuations on cash and cash equivalent balances |  |  | (100 | ) |  |  | 29 |  |  |  | (22 | ) |  |  | 8 |  |  |  | 11 |
Balance of cash and cash equivalents as of the end of the period |  |  | 2,300 |  |  |  | 1,151 |  |  |  | 2,300 |  |  |  | 1,151 |  |  |  | 962 |

| (1) | For further details, see Note 7D.

| (2) | For further details regarding OPC Israel's entering into financing agreements with banking corporations in Israel during the reporting period and the third quarter of 2025, see Note 7A and Note 14B1 to the Annual Financial Statements.

| (3) | For details regarding the partial early redemption of Debentures (Series B) in the third quarter of 2025, see Note 7A5.

The accompanying notes to the Condensed Consolidated Interim Financial Statements are an integral part thereof.
F - 13

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 1 – GENERAL
Reporting entity
OPC Energy Ltd. (hereinafter – the “Company”) was incorporated in Israel on February 2, 2010. The Company’s registered address is 121 Menachem Begin Road, Tel Aviv, Israel. The Company’s controlling shareholder is Kenon Holdings Ltd. (hereinafter – the “Parent Company”), a company incorporated in Singapore, the shares of which are dual-listed on the New York Stock Exchange (NYSE) and the Tel Aviv Stock Exchange Ltd. (hereinafter – the “TASE”).
The Company is a publicly-traded company whose securities are traded on the TASE.
As of the report date, the Company and its investees (hereinafter – the “Group”) are engaged in the generation and supply of electricity and energy through three reportable segments. For details regarding the Group’s operating segments during the Reporting Period, see Note 25 to the Financial Statements as of the date and for the year ended December 31, 2024 (hereinafter – the “Annual Financial Statements”).
The financial data of the US Renewable Energy Segment were consolidated in the Company's consolidated financial statements until the completion date of the transaction to bring in a new equity partner into CPV Renewable in November 2024, as described in Note 23E to the Annual Financial Statements. As of that date, the financial data of this segment are presented in accordance with the equity method.
NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

| A. | Statement of compliance with International Financial Reporting Standards (hereinafter - “IFRS”)

The Condensed Consolidated Interim Financial Statements were prepared in accordance with International Accounting Standard 34 (hereinafter – “IAS 34”) – “Interim Financial Reporting” and do not include all of the information required in complete Annual Financial Statements. These statements should be read in conjunction with the Annual Financial Statements. In addition, these financial statements were prepared in accordance with the provisions of Chapter D of the Securities Regulations (Periodic and Immediate Reports) 1970.
The condensed consolidated interim financial statements were approved for publication by the Company’s Board of Directors on November 18, 2025.

| B. | Functional and presentation currency

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

| C. | Use of estimates and judgments

In preparing the Condensed Consolidated Interim Financial Statements in accordance with the IFRS, the Company’s management is required to use judgment when making estimates, assessments and assumptions that affect implementation of the policies and the amounts of assets, liabilities, revenues and expenses. It is clarified that the actual results may differ from these estimates.
Management’s judgment, at the time of implementing the Group’s accounting policies and the main assumptions used in the estimates involving uncertainty, are consistent with those used in the Annual Financial Statements.
F - 14

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| D. | Seasonality

The revenues of the Group companies from the sale of energy in Israel are mostly based on the load and time tariff (hereinafter – the “DSM Tariff”), which is published by the Israeli Electricity Authority, with a certain discount with respect to the generation component. The year is broken down into three seasons: summer (June through September), winter (December, January and February) and transitional (March through May and October through November), with each season having a different tariff for each demand hour cluster.
In the United States, the electricity tariffs are not regulated and are affected by the demand for electricity, which is generally higher than average during the summer and winter; electricity tariffs are also materially affected by natural gas prices, which may generally be higher in winter than the annual average. In addition, with regard to wind-powered renewable energy projects, the speed of the wind tends to be higher during the winter and lower during the summer, whereas in solar-powered projects solar radiation tends to be higher during the spring and summer months and lower during the fall and winter months.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
The Group’s accounting policies in these Condensed Consolidated Interim Financial Statements are the same as the policies applied to the Annual Financial Statements.
F - 15

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 4 – SEGMENT REPORTING
Further to that which is stated in Note 25 to the Annual Financial Statements, during the Reporting Period there were no changes in the composition of the Group’s reportable segments, or in the manner of measuring the results of the segments by the chief operating decision maker.

|  | For the nine-month period ended September 30, 2025 |  |  |  |
|  | Israel |  |  | US Energy Transition Segment |  |  | US Renewable Energies |  |  | Other activities in the US |  |  | Adjustments to consolidated |  |  | Consolidated – total |
In NIS million |  | (Unaudited) |
Revenues from sales and provision of services |  |  | 1,789 |  |  |  | 2,201 |  |  |  | 146 |  |  |  | 331 |  |  |  | (2,211 | ) |  |  | 2,256 |
EBITDA after proportionate consolidation1 |  |  | 522 |  |  |  | 847 |  |  |  | 80 |  |  |  | (12 | ) |  |  | (934 | ) |  |  | 503 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share in profits of associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 423 |
General and administrative expenses at the US headquarters (not attributed to US segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (165 | )
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (17 | )
Total EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 744 |
Depreciation and amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (193 | )
Finance expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (163 | )
Other revenues, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 19 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (337 | )
Profit before taxes on income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 407 |
Expenses for income tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (74 | )
Profit for the period |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 333 |

|  | For the nine-month period ended September 30, 2024 |  |  |  |  |
|  | Israel |  |  | US Energy Transition Segment |  |  | US Renewable Energies |  |  | Other activities in the US |  |  | Adjustments to consolidated |  |  | Consolidated – total |
In NIS million |  | (Unaudited) |
Revenues from sales and provision of services |  |  | 1,835 |  |  |  | 1,328 |  |  |  | 188 |  |  |  | 92 |  |  |  | (1,253 | ) |  |  | 2,190 |
EBITDA after proportionate consolidation |  |  | 541 |  |  |  | 447 |  |  |  | 84 |  |  |  | (18 | ) |  |  | (451 | ) |  |  | 603 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share in profits of associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 150 |
General and administrative expenses at the US headquarters (not attributed to US segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (61 | )
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (13 | )
Total EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 679 |
Depreciation and amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (257 | )
Finance expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (249 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (50 | )
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (556 | )
Profit before taxes on income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 123 |
Expenses for income tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (49 | )
Profit for the period |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 74 |

1 For a definition of EBITDA following proportionate consolidation, see Note 25 to the Annual Financial Statements.
F - 16

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 4 – SEGMENT REPORTING (cont.)

|  | For the three-month period ended September 30, 2025 |  |  |  |
|  | Israel |  |  | US Energy Transition Segment |  |  | US Renewable Energies |  |  | Other activities in the US |  |  | Adjustments to consolidated |  |  | Consolidated – total |
In NIS million |  | (Unaudited) |
Revenues from sales and provision of services |  |  | 714 |  |  |  | 806 |  |  |  | 57 |  |  |  | 137 |  |  |  | (819 | ) |  |  | 895 |
EBITDA after proportionate consolidation |  |  | 258 |  |  |  | 349 |  |  |  | 21 |  |  |  | (5 | ) |  |  | (377 | ) |  |  | 246 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share in profits of associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 211 |
General and administrative expenses at the US headquarters (not attributed to segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (94 | )
General and administrative expenses at the Company’s headquarters (not attributed to segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (6 | )
Total EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 357 |
Depreciation and amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (64 | )
Finance expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (44 | )
Other revenues, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 35 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (73 | )
Profit before taxes on income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 284 |
Expenses for income tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (48 | )
Profit for the period |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 236 |

|  | For the three-month period ended September 30, 2024 |  |  |  |
|  | Israel |  |  | US Energy Transition Segment |  |  | US Renewable Energies |  |  | Other activities in the US |  |  | Adjustments to consolidated |  |  | Consolidated – total |
In NIS million |  | (Unaudited) |
Revenues from sales and provision of services |  |  | 761 |  |  |  | 448 |  |  |  | 49 |  |  |  | 45 |  |  |  | (424 | ) |  |  | 879 |
EBITDA after proportionate consolidation |  |  | 255 |  |  |  | 169 |  |  |  | 21 |  |  |  | (4 | ) |  |  | (170 | ) |  |  | 271 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share in profits of associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 64 |
General and administrative expenses at the US headquarters (not attributed to US segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (29 | )
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (5 | )
Total EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 301 |
Depreciation and amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (95 | )
Finance expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (100 | )
Other revenues, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (193 | )
Profit before taxes on income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 108 |
Expenses for income tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (22 | )
Profit for the period |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 86 |

F - 17

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 4 – SEGMENT REPORTING (cont.)

|  | For the year ended December 31, 2024 |  |  |  |
|  | Israel |  |  | US Energy Transition Segment |  |  | US Renewable Energies |  |  | Other activities in the US |  |  | Adjustments to consolidated |  |  | Consolidated – total |
In NIS million |  | (Audited) |
Revenues from sales and provision of services |  |  | 2,312 |  |  |  | 1,796 |  |  |  | 228 |  |  |  | 145 |  |  |  | (1,702 | ) |  |  | 2,779 |
EBITDA after proportionate consolidation |  |  | 639 |  |  |  | 588 |  |  |  | 112 |  |  |  | (22 | ) |  |  | (608 | ) |  |  | 709 |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share in profits of associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 166 |
General and administrative expenses at the US headquarters (not attributed to US segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (89 | )
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (20 | )
Total EBITDA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 766 |
Depreciation and amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (333 | )
Finance expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (301 | )
Gain on loss of control in the US Renewable Energy Segment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 259 |
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (56 | )
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (431 | )
Profit before taxes on income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 335 |
Expenses for income tax |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (138 | )
Profit for the year |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 197 |

F - 18

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 5 – REVENUES FROM SALES AND PROVISION OF SERVICES
Composition of revenues from sales and provision of services:

|  | For the nine-month period ended September 30 |  |  | For the three-month period ended September 30 |  |  | For the year ended December 31 |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2024 |
In NIS million |  | (Unaudited) |  |  | (Unaudited) |  |  | (Audited) |
Revenues from sale of electricity in Israel: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues from the sale of energy to private customers |  |  | 986 |  |  |  | 1,121 |  |  |  | 427 |  |  |  | 516 |  |  |  | 1,368 |
Revenues from energy sales to the system operator and other suppliers |  |  | 158 |  |  |  | 146 |  |  |  | 54 |  |  |  | 50 |  |  |  | 165 |
Revenues for capacity services |  |  | 110 |  |  |  | 127 |  |  |  | 40 |  |  |  | 39 |  |  |  | 171 |
Revenues from the sale of energy to the system operator, at cogeneration tariff |  |  | 56 |  |  |  | 42 |  |  |  | 7 |  |  |  | 17 |  |  |  | 83 |
Revenues from sale of steam in Israel |  |  | 44 |  |  |  | 44 |  |  |  | 13 |  |  |  | 14 |  |  |  | 57 |
Other revenues in Israel |  |  | 2 |  |  |  | 23 |  |  |  | 2 |  |  |  | - |  |  |  | 23 |
Total revenues from sale of energy and others in Israel (excluding infrastructure services) |  |  | 1,356 |  |  |  | 1,503 |  |  |  | 543 |  |  |  | 636 |  |  |  | 1,867 |
Revenues from private customers for infrastructure services |  |  | 433 |  |  |  | 332 |  |  |  | 171 |  |  |  | 125 |  |  |  | 445 |
Total revenues in Israel |  |  | 1,789 |  |  |  | 1,835 |  |  |  | 714 |  |  |  | 761 |  |  |  | 2,312 |
Revenues from sale of electricity from renewable energy (*) |  |  | - |  |  |  | 164 |  |  |  | - |  |  |  | 39 |  |  |  | 195 |
Revenues from sale of retail electricity and others |  |  | 467 |  |  |  | 191 |  |  |  | 181 |  |  |  | 79 |  |  |  | 272 |
Total revenues in the US |  |  | 467 |  |  |  | 355 |  |  |  | 181 |  |  |  | 118 |  |  |  | 467 |
Total revenues |  |  | 2,256 |  |  |  | 2,190 |  |  |  | 895 |  |  |  | 879 |  |  |  | 2,779 |

| (*) | For details regarding deconsolidation and transition to the equity method in the fourth quarter of 2024 with respect to the investment in CPV Renewable, see Note 23E to the Annual Financial Statements.

F - 19

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 6 - SUBSIDIARIES

| A. | Agreements for the acquisition of the remaining interests in the Shore power plant

Further to Note 24C to the Annual Financial Statements regarding an agreement to acquire a further 20% stake in the Shore Power Plant, such that subsequent to its completion, the holding stake will be approx. 89% – on April 1, 2025, the acquisition agreement was completed. At the transaction completion date, the CPV Group paid the seller a consideration amount that is immaterial to the Company, in addition to injecting the Partner's share on Shore’s refinancing date during the first quarter of 2025, as detailed in Note 11 below. Most of the excess acquisition cost was allocated to property, plant, and equipment. Given the current interests of the remaining partner in the Shore Power Plant, as of the report date, the Company continued to account for its investment in Shore in accordance with the equity method.
Subsequent to the report date, on October 28, 2025, another agreement was signed with another remaining partner to acquire the remaining holding stake (approx. 11%) in the Shore Power Plant. Upon completion of the transaction (if it is, indeed, completed), the CPV Group will hold all interests in the power plant, and as from that date, it will be consolidated into the Company’s Financial Statements. As of the report approval date, the Company is assessing the transaction’s accounting treatment, and specifically the effect on profit and loss, if any, of the transition from an associate to a consolidated company.
The agreement includes conditions which are generally accepted in transactions of this type, taking into account that the CPV Group already holds the majority of interests in the power plant; it includes a consideration to the seller whose amount is immaterial to the Company, and which will be paid subject to the fulfillment of the conditions precedent as is generally accepted in transactions of this type, including regulatory approval. The completion of the acquisition under the agreement (if it is, indeed, completed) will be carried out upon the fulfillment of the conditions precedent and no later than 180 days after the effective date set in the agreement.

| B. | Commencement of construction of the Basin Ranch Power Plant and material agreements related to the project

Subsequent to the report date, on October 28, 2025, the financial closing was completed, a notice to proceed was given to the construction contractor, and construction of the Basin Ranch project, a 1.35 GW power plant in Texas (hereinafter - the “Project”), commenced. As of the report approval date, the CPV Group holds 70% of the Project and the Partner holds 30% thereof (for details regarding the acquisition of a partner’s share in the project, see Subsection 4 below). In addition, at the Financial Closing Date, the following main agreements became effective and the following main actions were taken:
F - 20

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

| B. | Commencement of construction of the Basin Ranch Power Plant and material agreements related to the project (cont.)

| 1. | Equity financing and provision of collateral:

At the Financial Closing Date, the project’s interest holders provided the entire equity required for the project relative to their holding stakes as of the Financial Closing Date.
For this purpose, the CPV Group (70%) provided a total amount of approx. NIS 1.5 billion (approx. USD 470 million), of which approx. NIS 1 billion (approx. USD 300 million) was provided by way of a loan from Bank Leumi (for details, see Note 7A2), and approx. NIS 562 million (approx. USD 170 million)2 was provided by the Company through an equity bridge loan until the equity investment process with the additional partners at Power OPC is completed, which has yet to be completed as of the report approval date (for details, see Note 10G2 below and Note 23A3 to the Annual Financial Statements).
To provide the bridge loan, the Company used some of the funds raised in the share issuance in June 2025, as detailed in Note 7D1 below.
Moreover, additional collateral in connection with the project was provided by the project’s interest holders as part of the TEF Loan’s financial closing (for details, see Subsection 3 below).
The CPV Group’s share (70%) in the additional collateral, which was provided by way of letters of credit, totals approx. NIS 446 million (approx. USD 135 million), as detailed in Note 7A3 below.

| 2. | Construction and equipment agreements:

At the financial closing date, an engineering procurement and construction agreement (hereinafter - the "EPC Agreement") and an agreement to acquire the project’s principal equipment (hereinafter - the “Equipment Purchase Agreement") came into effect. In accordance with the EPC Agreement, the construction contractor undertook to provide full construction services, which include a combination of the equipment acquired under the Equipment Purchase Agreement and the acquisition of the remaining equipment (which was not acquired under the Equipment Purchase Agreement). The EPC Agreement includes standard terms and conditions and undertakings generally accepted in such transactions (similar to CPV’s other energy transition projects), such as the contractor's undertaking to complete within set schedules; warranty periods; project acceptance tests; performance and capacity undertakings; various guarantees to secure the contractor's undertakings and performance metrics under the agreement; agreed (capped) compensation for a delay in project delivery; standard grounds for agreement termination; insurance; contractor liability limitation and other provisions, which are relevant for the project’s construction and operation.
The project’s principal equipment is supplied by an affiliate of a project partner under the Equipment Purchase Agreement. The GEV EPC Agreement includes specifications regarding the project’s power generation equipment (H Class technology) including two gas turbines and two steam turbines, certain guarantees and liability (subject to caps) and product warranty.
The consideration under the EPC Agreement and the GEV EPC Agreement will be paid over time, in accordance with the milestones set in each agreement and is expected to total approx. NIS 4.6 billion (approx. USD 1.4 billion) - with respect to both agreements (and additional EPC agreements). The agreements include fixed consideration and a variable component in respect of relevant customs tariffs, which will be paid by the project in accordance with the arrangements set forth in the agreements, and which may affect the overall expected cost.
Furthermore, the project entered into agreements regarding the operation of the facility, including an asset management agreement (with a CPV Group corporation), an O&M agreement and other generally accepted project agreements similar to other CPV Group projects.
Moreover, additional collateral in connection with the project was provided by the project’s interest holders as part of the TEF Loan’s financial closing (for details, see Subsection 3 below).

2 | The amount includes recognition of pre-financial closing development investments totaling approx. NIS 221 million (approx. USD 67 million). In addition, the CPV Group was credited with development fees totaling approx. NIS 93 million (approx. USD 28 million) as part of the commitment to provide capital.

F - 21

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 6 - SUBSIDIARIES (cont.)

| B. | Commencement of construction of the Basin Ranch Power Plant and material agreements related to the project (cont.)

| 3. | TEF Loan Agreement (senior debt)

At the Financial Closing Date, a senior loan agreement with Texas Energy Fund (hereinafter - “TEF”), managed by the Public Utility Commission of Texas (hereinafter - “PUCT”), was entered into to finance the project’s construction (hereinafter - the “TEF Loan”)
Following is a summary of the main terms of the TEF Loan:

Loan provision date | As from October 2025, in a number of tranches in accordance with the percentage of completion of the project’s construction.
The loan amount to the Project Company (100%) | Approx. USD 1.1 billion (approx. NIS 3.6 billion).
Interest rate | Annual interest at a fixed rate of 3%.
Amortization schedule of the principal and interest | Final repayment date: September 30, 2045. The loan principal will be repaid in quarterly principal payments as from March 31, 2031, at a rate equal to 0.25% per quarter, through March 31, 2032. Thereafter, repayments of principal and interest in accordance with an amortization schedule in a mortgage format (hereinafter - "Spitzer”). Interest payments will be paid every quarter, including during the construction period.
Pledges | A first degree, senior, fixed and secured pledge on the project, its assets and the rights arising therefrom.
Default financial covenants | • | A historical 12-month debt service coverage ratio (DSCR) of 1.10x, which shall be measured on a quarterly basis starting one year after the commercial operation date (COD), as defined in the loan agreement.
• | Expected 5-year contracted DSCR of 1.20x on COD; the contracts for compliance with this ratio should be renewed or replaced two years before their termination, on a rolling basis. The project entered into hedging arrangements3 for a substantial portion of the project's capacity, which comply with this requirement.
• | Performance-based project covenants for the past 12 months, which will be measured monthly as from the date on which full 12 calendar months will elapse after COD. The covenants set minimum uptime of 85% and maximum downtime of 15%, which may be remediated by presenting a remedial action plan and a reserve to finance the plan for the next 12 months.
Other key conditions (including certain collateral) | • | Distributions are subject to generally accepted definitions and conditions and to the following: (a) Compliance with contracted DSCR of 1.20x over 4 consecutive quarters, or a DSCR of 1.35x based on the total cash flow; and (b) a performance test (downtime/uptime) for the past 12 months, which includes certain conditions, which allow distribution even if the criteria are not met.
• | Additional undertakings of the project interest holders (100%) totaling approx. NIS 631 million (approx. USD 191 million) (the CPV Group’s share, as of the report approval date is approx. NIS 446 million (approx. USD 135 million)). These undertakings include collateral in the form of letters of credit (LCs) or other generally acceptable collateral (such as cash) to secure certain matters pertaining to key agreements and the cost of the project, and to secure completion of construction (which can be forfeited after exhausting a budget contingency); and to secure the project’s connection to the grid within 4 years, subject to an extension option (with the collateral released in accordance with the abovementioned date). For further details regarding the balance of the guarantees provided by the Group in favor of the project as of the report date and the report approval date, see Note 7A3.
• | Additional project-level undertakings pertaining to collateral include, among other things, cash reserves or letters of credit on COD to secure expected DSR and operating expenses.
• | Other undertakings and default and repayment events include, among other things, events that are deemed “change of control” including circumstances where CPV Power Holdings, LP (a wholly owned subsidiary partnership of the CPV Group) no longer holds and controls at least 50% of the Borrower, and circumstances where the CPV Group no longer holds or controls at least 50% of CPV Power Holdings, LP (as applicable in accordance with the relevant provisions), and generally accepted immediate repayment grounds such as non-payment, failure to comply with certain undertakings, breach of representations, undertakings and covenants, default events, regulatory and legal proceedings – all in accordance with the conditions and the remediation periods (as applicable) set in the loan agreement.

3 The project entered into Gas Netback commercial agreements (including a pricing mechanism under which the gas price paid by the electricity producer is derived from the price of electricity) and fixed-price power purchase agreements in order to hedge a substantial portion of the power plant's capacity for a period of 7 years from the commercial operation date under a plan aiming to hedge approx. 75% of the power plant's capacity as of the commercial operation date.
F - 22

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 6 - SUBSIDIARIES (cont.)

| B. | Commencement of construction of the Basin Ranch Power Plant and material agreements related to the project (cont.)

| 4. | Agreement to acquire the remaining ownership rights in the project

At the Financial Closing Date, the CPV Group (through a wholly-owned subsidiary) entered into an agreement with the remaining partner in the “seller" project to acquire the remaining 30% stake of the project (hereinafter - the “Acquisition Agreement"). In accordance with the Acquisition Agreement, completion of the acquisition (if it is, indeed, completed) will be carried out subject to the fulfillment of conditions precedent, no later than February 28,4 2026. These conditions precedent mainly include the exchange of amounts and the seller’s collateral with respect to the TEF Loan as detailed in Subsection 3 below.
The amount required for the acquisition under the Acquisition Agreement amounts to approx. NIS 1.22 billion (approx. USD 371 million5), payable or provided in the following manner and on the following dates:

| • | At the Financial Closing Date of the TEF Loan (October 28, 2025), a total of approx. NIS 195 million (approx. USD 59 million) was paid for the seller's investments prior to the financial closing, plus an estimate of additional investments made by the seller until the completion date of the Acquisition Transaction;6

| • | At the completion date of the Acquisition Agreement, a total of approx. NIS 558 million (approx. USD 169 million) will be provided by way of cash and/or letters of credit (LCs) in respect of the equity required in connection with the TEF Loan. Moreover, additional collateral will be provided by way of letters of credit (LCs) required to secure shareholders' liabilities related to the project in the amount of approx. NIS 208 million (approx. USD 63 million7). It is noted that the said letters of credit shall be provided out of the Company's facilities and/or facilities guaranteed by the Company. For details regarding increasing guarantee facilities subsequent to the report date, see Note 7A3 below.

| • | During the Project’s construction period, from 2025 to 2029 - the seller will be paid an additional consideration amount of approx. NIS 265 million (approx. USD 80 million), in four equal annual installments.

The completion of the acquisition (if it is, indeed, completed) will confer upon the CPV Group control over the project and will result in its consolidation into the Company's Consolidated Financial Statements. As of the report approval date, the Company is examining the accounting treatment of the acquisition transaction, including the implications of the transition from an investment in an associate to a consolidated company.

4 | It is noted that if the transaction is not completed by this date, the agreement will be terminated in accordance with the termination arrangements set in the Acquisition Agreement.

5 | Under the Acquisition Agreement, the CPV Group serves as the guarantor for future payments payable to the seller subsequent to the completion of the transaction. Furthermore, the seller is entitled to their share in the balance of future development fees in respect of the Project totaling approx. NIS 59 million (approx. USD 18 million), which are expected to be paid on the Project’s commercial operation date.

6 | At the Transaction Completion Date, if any, a calculation will be made regarding differences, if any, between the said estimate and the actual investments.

7 | Of which a total of approx. US 6 million was provided as of the report approval date.

F - 23

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| A. | Significant events during and subsequent to the Reporting Period

| 1. | Banking financing agreements in OPC Israel

During the Reporting Period, OPC Israel (hereinafter - the “Borrower”) entered into a financing agreement with Israel Discount Bank Ltd. for the extension of a loan in the total amount of NIS 300 million. The loan was advanced in two equal parts – a total of NIS 150 million in February 2025 and an additional amount of NIS 150 million in June 2025. The Borrower has repaid the loans to its shareholders, as detailed in Note 23D(1)b to the Annual Financial Statements and distributed a dividend (it is noted that the Company has used its share primarily to repay debentures).
Additionally, in July 2025, the Borrower entered into a financing agreement with Bank Hapoalim Ltd. for the extension of a loan totaling NIS 400 million. The loan shall be provided in two equal parts - a total of NIS 200 million, which was given in July 2025 and a further total of NIS 200 million which is expected to be withdrawn by the end of 2025. The Borrower made a full and final repayment of the shareholder loan provided to Rotem as detailed in Note 23D(1)a to the Annual Financial Statements, refinanced a long-term debt and distributed a dividend (it is noted that the Company used its share mainly to repay debentures).
The above loans were received under terms and conditions similar to those of the Borrower’s other corporate financing agreements detailed in Note 14B1 to the Annual Financial Statements, including, among other things, the principal repayment terms, collateral and pledges provided, restrictions and undertakings, conditions for distribution and compliance with financial covenants. The interest rate terms were revised to 0.25%-0.4% over the prime interest rate.

| 2. | Financing agreement with Bank Leumi in the CPV Group

On October 22, 2025, the CPV Group and Bank Leumi le-Israel B.M. signed a financing agreement (hereinafter - the “Financing Agreement” and the “Lender”, respectively) for a loan totaling USD 300 million (approx. NIS 1 billion), to finance part of the CPV Group's share in the equity required for the Basin Ranch project (hereinafter in this section - the “Project”). As of the report approval date, the CPV Group has a 70% of the project; for details regarding the signing of an agreement to acquire the remaining holding stake (30%) in the project, see Note 6B above. The agreement was completed on October 28, 2025, upon the financial closing of the TEF Loan.
F - 24

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| A. | Significant events during and subsequent to the Reporting Period (cont.)

| 2. | Financing agreement with Bank Leumi in the CPV Group (cont.)

Borrower | CPV Group
Loan amount (principal) | USD 300 million (approx. NIS 1 billion).
Loan withdrawal dates | First payment of approx. NIS 460 million (USD 150 million) on the signing date, and a second payment of approx. NIS 460 million (USD 150 million) - no later than December 31, 2026, concurrently with the expiry of the letter of credit (LC) issued on the signing date.
Interest rate (annual) | Long-term loan: Interest based on SOFR plus a 2.8% to 3.4% spread. Financial guarantee fee (through the abovementioned letter of credit): 1.3% to 2%.
Repayment dates principal and interest | The interest on the loan principal shall be payable each quarter starting on March 31, 2027, with the interest accrued until the first payment date is added to the loan principal; The loan principal (including said accrued interest) is payable by March 31, 2027 in accordance with the amortization schedule, as follows: 2027-2029: 5% per annum 2030-2031: 25% per annum 2032: %35. Notwithstanding the foregoing, if the commercial operation of the Project commences during 2029, an adjustment will be made to the principal payment rates (an increase from 1.25% per quarter to 6.25% per quarter) as of the first quarter after the commercial operation date, all such that the entire loan is repaid no later than December 31, 2032.
Default financial covenants | Financial covenants applicable to Borrower:
• | Total equity attributable to the shareholders of the CPV Group: More than USD 750 million;
• | Adjusted net debt to adjusted EBITDA ratio of the CPV Group is less than 7.0.
The financial covenants will be examined each quarter and will be subject to the terms and provisions (as well as to agreed-upon remediation periods) and testing mechanisms as shall be set forth in the Financing Agreement. As of the report date, the calculation of compliance with the covenants is as follows: (1) Equity - USD 1.6 billion; (2) Adjusted net debt to adjusted EBITDA ratio - 3.4x.
Collateral | Subject to the relevant statutory provisions and the terms of the project’s financing agreements (including the TEF Loan described in Note 6B), the Lender will be entitled to a lien on the account to which the dividends from the project companies are paid directly to the Borrower, all as stipulated in the Financing Agreement; Furthermore, the Borrower undertook to have in place a negative pledge, except under the following circumstances: (a) Existing and future limited resource project financing or the provision of liens under the financing of the portfolio assets of the Borrower and/or its subsidiaries and/or associates; (b) other existing and future permitted liens, in the ordinary course of business, all as stipulated under the Financing Agreement.

F - 25

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

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

| 2. | Financing Agreement with Bank Leumi in the CPV Group (cont.)

Additional material terms and conditions | Additional terms, undertakings and grounds for repayment (if applicable), include (as the case may be) certain restrictions on the Borrower and/or its subsidiaries and/or associates, with respect to: (a) Undertaking debt as stipulated in the Financing Agreement, except for the undertaking of a permitted debt (as defined in the Financing Agreement and under pre-determined conditions as to the Borrower’s level of leveraging and liquidity) with respect to the areas of activity of the Borrower and/or its subsidiaries and/or associates (such as undertaking non-recourse project financing for a new project and/or the refinancing a debt of an existing project or the financing of a portfolio of existing/ new projects through non-recourse financing, the Borrower’s undertaking corporate debts under the conditions stipulated in the Financing Agreement, undertaking and/or extending certain credit facilities, etc.); (b) Restrictions on the sale of assets, except for assets, which meet the pre-determined conditions set in the financing agreement as to the Borrower’s level of leveraging and liquidity or assets, or assets which are immaterial to the business activities of the Borrower and/or its subsidiaries and/or associates; (c) Restrictions on investments outside the normal business activities originating from the Borrower’s free cash flow, where (i) the net debt to EBITDA ratio covenant (as detailed above) exceeds the value stipulated in the Financing Agreement; or (ii) the occurrence of certain default events in the project and/or other ongoing default events in the project, which were not remediated within the remediation periods stipulated in the Financing Agreement; (d) Other undertakings, default events and grounds for repayment as is generally accepted in agreements of this type, including: Restrictions on change of control in the Borrower (including the Company and its controlling shareholders); restrictions on changes to the Borrower’s area of activity; cross acceleration as defined in the Financing Agreement; non-payment; default events; legal or regulatory proceedings/matters as defined in the Financing Agreement; breach of covenants and undertakings (subject to remediation periods); cross-default for certain events pertaining to the project (including material adverse effect events as defined in the Financing Agreement, breach of an undertaking to repay a TEF Loan or its acceleration, bankruptcy and abandonment event); non-payment of a debt of the Borrower or the project above a certain threshold, all in accordance with the definitions, remediation periods and other conditions set in the Financing Agreement.
Payments to the Borrower’s shareholders | As from March 31, 2027, dividend distributions and repayment of shareholder loans8 are subject to the following financial covenants (as defined above):
• | Total equity attributable to the shareholders of the CPV Group: More than USD 1 billion;
• | Adjusted net debt to adjusted EBITDA ratio of the CPV Group is less than 4.0 up to 12 months subsequent to the project's commercial operation date (COD) and less than 5.0 thereafter.
Furthermore, under certain adverse circumstances defined in the Financing Agreement, such payments and additional payments to shareholders (such as management fees) will not be permitted even if the abovementioned financial covenants are met.
Fees | Provisions have been set regarding fees, including upfront-fees and non-utilization fees, as is generally accepted in financing agreements, as well as early repayment fees. It is clarified that the loan’s early repayment fees (except with respect to financial damage, if incurred) were set at declining levels over the loan term, such that after a set number of years no early repayment fees will apply.

8 Except for certain shareholder loans defined in the agreement, the repayment of which is not conditional on compliance with covenants .
F - 26

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

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

| 3. | Short-term credit facilities:

As of the report approval date, the Company and OPC Israel have binding short-term credit facilities from Israeli banking corporations in effect as of various dates, most of which are during the second half of 2026. For details regarding the terms and conditions of the credit facilities, see Note 14B3 to the Annual Financial Statements. Following is information regarding the amounts of the binding facilities and their utilization as of the report date (in NIS million):

|  | Facility amount |  |  | Utilization as of the report date (2) |  |  | Utilization immediately prior to the report approval date (1) (2) |
Company |  |  | 300 |  |  |  | - |  |  |  | - |
OPC Israel |  |  | 300 |  |  |  | 2 |  |  |  | 2 |
The Company for the CPV Group (3) |  | Approx. 314 (USD 95 million)(4) |  |  |  | 72 |  |  |  | 210 |
CPV Group(3) |  | Approx. 380 (USD 115 million) (4) |  |  |  | 100 |  |  |  | 365 |
Total |  |  | 1,294 |  |  |  | 174 |  |  |  | 577 |

| (1) | As of November 14, 2025. The increase in utilization of letters of credit and bank guarantees immediately prior to the report approval date arises mainly from the provision of bank guarantees with respect to the financial closing of the TEF Loan as detailed in Note 6B.

| (2) | Mostly for the purpose of letters of credit and bank guarantees.

| (3) | The facilities provided to the CPV Group or for the CPV Group, which are detailed in the above table, are backed with a Company guarantee.

| (4) | It is noted that, subsequent to the report date, the Company's facility for the CPV Group increased to approx. NIS 545 million (approx. USD 165 million) and that of the CPV Group increased to approx. NIS 562 million (approx. USD 170 million), mainly for financing part of the transaction to acquire the interests of the remaining partner in the Basin Ranch project, as detailed in Note 6B4 above.

Furthermore, as of the report date, non-binding credit facilities from banking corporations and financial institutions were utilized for the purpose of issuing letters of credit and bank guarantees in Israel totaling approx. NIS 363 million and in the USA - totaling approx. NIS 172 million (guaranteed by the Company). Immediately prior to the report approval date, the amount utilized in the United States increased and totaled approx. NIS 240 million due to the provision of guarantees with respect to the matter referred to in comment 1 above. The utilization of non-binding facilities is subject to the discretion of any financing entity on a case by case basis on every utilization request date, and therefore there is no certainty as to the ability to utilize them at any given time.

| 4. | In May 2025, Midroog assigned an initial rating of A1.il with a stable outlook for the Company and its debentures. In addition, in May 2025, Ma’alot S&P upgraded the Company's credit rating to ilA with a stable outlook and the rating of its debentures to ilA+, following an improvement in business profile and financial ratios.

| 5. | On September 30, 2025, the Company repaid, by way of partial early redemption, approx. NIS 256 million par value in Debentures (Series B) in addition to the fixed payment in accordance with the amortization schedule of Debentures (Series B) as of that date. The total amount redeemed with respect to the partial early redemption, including linkage, is approx. NIS 302 million.

F - 27

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| B. | Changes in the Group’s material guarantees:

Further to Note 14C to the Annual Financial Statements, following are details on the main changes which took place during the Reporting Period in the bank guarantee amounts given by Group companies to third parties:

|  | As of September 30, 2025 |  |  | As of December 31, 2024 |
|  | NIS million |  |  | NIS million |
In respect of operating projects in Israel (Rotem, Hadera, Zomet and Gat) (1) |  |  | 164 |  |  |  | 249 |
For projects under construction and development in Israel (Sorek 2 and consumers’ premises) |  |  | 73 |  |  |  | 74 |
In respect of the filing of a bid in the Sorek tender (2) |  |  | 50 |  |  |  | 100 |
In respect of virtual supply activity in Israel (3) |  |  | 88 |  |  |  | 21 |
In respect of projects under construction and development in the US (CPV Group)* |  |  | 265 |  |  |  | 339 |
For the Basin Ranch Project* (4) |  |  | 41 |  |  |  | - |
In respect of operating projects in the US Renewable Energies and Other Segment* |  |  | 37 |  |  |  | 22 |
Total |  |  | 718 |  |  |  | 805 |

* Out of the Company's facilities or guaranteed by the Company.

| (1) | The decrease arises mainly from the release of a bank guarantee provided by OPC Israel for Zomet in favor of ILA totaling NIS 67 million (for further details, see Note 10B5 to the Annual Financial Statements).

| (2) | The decrease arises from a decrease in bank guarantee provided by OPC Israel in connection with the Sorek tender, as described in Note 14C3 to the Annual Financial Statements.

| (3) | The increase stems from an increase of the bank guarantee provided in favor of the system operator in respect of the virtual supply activity due to seasonality.

| (4) | Immediately prior to the report approval date, the balance of the guarantees stands at approx. NIS 559 million (approx. USD 169 million), which arises mainly from the provision of bank guarantees with respect to the financial closing of the TEF Loan as described in Note 6B.

Furthermore, the Company and the Group companies provide, from time to time, corporate guarantees to secure Group companies’ undertakings in connection with their activity.
F - 28

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| C. | Financial covenants:

Further to that which is stated in Note 15C to the Annual Financial Statements, following are the financial covenants attached to Debentures (Series B, C and D), as defined in the deeds of trust, and the actual amounts and/or ratios as of September 30, 2025:

Ratio |  | Required value – Series B |  | Required value – Series C and D |  | Actual value
Net financial debt (1) to adjusted EBITDA (2) |  | Will not exceed 13 (for distribution purposes – 11) |  | Will not exceed 13 (for distribution purposes – 11) |  | 3.3
The Company shareholders’ equity (“separate”) |  | Will not fall below NIS 250 million (for distribution purposes – NIS 350 million) |  | With respect to Debentures (Series C): will not fall below NIS 1 billion (for distribution purposes – NIS 1.4 billion) With respect to Debentures (Series D): will not fall below NIS 2 billion (for distribution purposes – NIS 2.4 billion) |  | Approx. NIS 6,274 million
The Company’s equity to asset ratio (“separate”) |  | Will not fall below 17% (for distribution purposes: 27%) |  | Will not fall below 20% (for distribution purposes: 30%) |  | 82%
The Company’s equity to asset ratio (“consolidated”) |  | -- |  | Will not fall below 17% |  | 58%

(1) The consolidated net financial debt less the financial debt designated for construction of the projects that have not yet started to generate EBITDA.
(2) Adjusted EBITDA as defined in the deeds of trust.
As of September 30, 2025, the Company complies with the said financial covenants.
F - 29

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| C. | Financial covenants: (cont.)

Further to Note 14 to the Annual Financial Statements, following are the financial covenants, as defined in the said note, which apply to Group companies in connection with their financing agreements with banking corporations (including long-term loans and binding short-term credit facilities), and the actual amounts and/or ratios as of September 30, 2025:

Financial covenants |  | Breach ratio |  | Actual value
Covenants applicable to OPC Israel with respect to the corporate financing agreements9
OPC Israel’s equity capital |  | Will not fall below NIS 1,100 million |  | Approx. NIS 2,216 million
OPC Israel’s equity to asset ratio |  | Will not fall below 20% |  | 38%
OPC Israel’s ratio of net debt to EBITDA |  | Will not exceed 8 |  | 3.8
Covenants applicable to Hadera in connection with the Hadera Financing Agreement
Minimum expected DSCR |  | 1.10 |  | 1.13
Average expected DSCR |  | 1.10 |  | 1.67
LLCR |  | 1.10 |  | 1.57
Covenants applicable to the Company in connection with binding credit facilities with Israeli banking corporations10
The Company shareholders’ equity (“separate”) |  | Will not fall below NIS 1,200 million |  | Approx. NIS 6,274 million
The Company’s equity to asset ratio (“separate”) |  | Will not fall below 30% |  | 82%
The Company’s net debt to EBITDA ratio |  | Will not exceed 12 |  | 3.3

As of September 30, 2025, the Group companies comply with the said financial covenants.

9 Additionally, OPC Israel has short-term bank credit facilities, which include financial covenants identical to the abovementioned financial covenants.
10 Additionally, the Company has financial covenants applicable by virtue of the Hadera Equity Subscription Agreement, which are not stricter than the abovementioned covenants.
F - 30

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| D. | Capital raising

| 1. | In June 2025, the Company issued to the public 21,303,200 ordinary shares of NIS 0.01 par value each, of which a total of 7,923,600 ordinary shares were issued to the Parent Company. The gross proceeds of the issuance totaled NIS 850 million and the issuance expenses totaled approx. NIS 23 million.

The Parent Company which held approx. 54.53% of the Company's share capital prior to the issuance, acquired 7,923,600 shares under the issuance. Subsequent to the completion of the capital raising, the Parent Company’s holding stake stood at approx. 53.20% of the Company's share capital.

| 2. | In August 2025, the Company issued to qualified investors 18,750,000 ordinary shares of NIS 0.01 par value each. The gross proceeds of the issuance totaled NIS 900 million and the issuance expenses totaled approx. NIS 6 million.

Qualified Investors who participated in the issuance include Migdal Insurance and Financial Holdings Ltd., Phoenix Financial Ltd. and Phoenix Investment House Ltd., Menora Mivtachim Holdings Ltd. and Harel Insurance Investments & Financial Services Ltd. (which are interested parties in the Company as of the issuance date).
The Parent Company held approx. 53.16% of the Company's share capital prior to the issuance and did not acquire shares during the private placement. Subsequent to the completion of the private placement, the Parent Company’s holding stake stood at approx. 49.79% of the Company's share capital.

| E. | Shelf prospectus

During the Reporting Period, the Company's shelf prospectus was extended through May 30, 2026.

| F. | Equity compensation plans

| 1. | Allocations of offered securities in the Reporting Period and thereafter:

Offerees and allotment date |  | No. of options at the grant date (in thousands) |  |  | Average fair value of each option at the grant date (in NIS) |  |  | Exercise price per option (in NIS, unlinked) |  |  | Standard deviation (1) |  |  | Risk-free interest rate (2) |  | Cost of benefit (in NIS million) (3)
Executives, March 2025 |  |  | 441 |  |  |  | 11.80 |  |  |  | 31.98 |  |  |  | 30.4%-34.5 | % |  |  | 4.09%-4.15 | % | Approx. 5.0
CEO, July 2025 (4) |  |  | 646 |  |  |  | 19.84 |  |  |  | 43.39 |  |  |  | 31.2%-31.8 | % |  |  | 3.93%-3.94 | % | Approx. 12.8

| (1) | The standard deviation is calculated based on historical volatility of the Company’s share over the expected life of the option until exercise date.

| (2) | The rate of the risk-free interest is based on the Fair Spread database and an expected life of 4 to 6 years.

| (3) | This amount will be recorded in profit and loss over the vesting period of each tranche.

| (4) | The fair value of the options in the above table was calculated immediately prior to the date of the general meeting’s approval – August 26, 2025.

The offered securities are by virtue of the option plan as set out in Note 16B to the Annual Financial Statements, and include identical terms and conditions and provisions.
F - 31

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| F. | Equity compensation plans (cont.)

| 2. | Exercise of options and issuance of shares:

During the Reporting Period, the Company issued a total of approx. 407 thousand ordinary shares of NIS 0.01 par value following an exercise notice of approx. 2,736 thousand options, of which the Company’s CEO – Mr. Giora Almogy – exercised approx. 1,253 thousand options into approx. 161 thousand Company shares and the Chairman of the Board of Directors – Mr. Yair Caspi – exercised approx. 184 thousand options into approx. 35 thousand Company shares.

| 3. | Expiry of options during the Reporting Period

In January 2025, approx. 184 thousand options awarded to the Chairman of the Board, Mr. Yair Caspi, expired. In addition, during the Reporting Period, approx. 200 thousand options granted to Company employees expired.

| G. | Profit sharing compensation plan for CPV Group employees

Further to that which is stated in Note 16C to the Annual Financial Statements regarding a profit-sharing plan for CPV Group employees, the plan’s fair value as of the report date totaled approx. NIS 224 million (approx. USD 68 million); this value was estimated using the option pricing model (OPM), based on a standard deviation of 34%, and a risk-free interest of 3.9%.
As of the report date, the Group recognized – out of the plan’s fair value and taking into account the vesting period and payments made in prior periods – a liability of approx. NIS 208 million (approx. USD 63 million), which was included in the Other payables and credit balances line item.
F - 32

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 8 - COMMITMENTS (INCLUDING WITH RELATED AND INTERESTED PARTIES), CLAIMS AND OTHER LIABILITIES

| A. | Commitments (Including with Related and Interested Parties)

On May 18, 2025, Rotem – following approval of the Company's Board of Directors – entered into an agreement for the purchase of energy and capacity from Dead Sea Works Ltd. (hereinafter – "Dead Sea Works"), which – to the best of the Company's knowledge – is wholly-owned by ICL Group Ltd. The agreement is for a period ending on March 31, 2030 with the parties having an early termination option by giving a 12-month advance notice. As part of the agreement, Dead Sea Works undertook to provide Rotem with quantities of energy and capacity up to a maximum of 40 MWh, with a discount on the demand side management tariff (DSM Tariff), with Rotem undertaking to consume a certain annual quantity (Take or Pay), divided by seasons and demand hours clusters as agreed between the parties (hereinafter- “Minimum Annual Quantity").
In addition, the agreement includes generally accepted provisions in agreements for the purchase of energy and capacity, including, among other things, the purchase of electricity beyond the Minimum Annual Quantity in some of the demand hours clusters and beyond the maximum quantity regarding all hours, arrangements regarding the quantities of electricity purchased below the Minimum Annual Quantity, Dead Sea Works’ obligations to meet the minimum capacity rates, grounds for termination which are generally acceptable in agreements of this type alongside grounds for termination, which will establish for Rotem the right to compensation in accordance with the terms set out in the agreement.
The Company's Audit Committee determined that the abovementioned engagement does not constitute an extraordinary transaction, within the meaning of this term in the Companies Law, 1999, since such engagements are conducted in the Company's ordinary course of business, at fair market value, and are not likely to have a material effect on the Company's profitability, assets and liabilities.

| B. | Claims and other liabilities

Further to Note 10B6 to the Annual Financial Statements regarding receipt of purchase tax assessments totaling approx. NIS 29 million on July 23, 2024 and filing of an appeal on the purchase tax assessments in connection with the land of the Ramat Beka project – which was included in the May 2023 tenders – during the reporting period, the Israel Tax Authority’ decided to dismiss the appeal. Following the above, OPC Power Plants appealed the decision to the court.
OPC Power Plants disagrees with the Israel Tax Authority’s position and financial demands, among other things, due to OPC Power Plants’ position that the arrangement as per the Israel Land Authority’s tender does not establish a “land ownership interest”. As of the report date, the Company believes – based on the opinion of its legal counsel – that since the likelihood of its position being accepted is higher than the likelihood of its being rejected; therefore, the Company did not make a provision in its financial statements.
F - 33

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 9 – FINANCIAL INSTRUMENTS

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

The carrying values of certain financial assets and financial liabilities, including cash and cash equivalents, restricted deposits and cash, trade receivables, other receivables, trade payables and other payables, and some of the Group’s long-term loans are the same as or approximate to their fair values. The fair values of the other financial assets and financial liabilities, together with the carrying amounts stated in the statement of financial position, are as follows:

|  | As of September 30, 2025 |
|  | Carrying value (*) |  |  | Fair value |
In NIS million |  | (Unaudited) |  |  | (Unaudited) |
Loans from banking corporations and financial institutions (Level 2) |  |  | 2,686 |  |  |  | 2,700 |
Loans from non‑controlling interests (Level 2) |  |  | 443 |  |  |  | 448 |
Debentures (Level 1) |  |  | 1,385 |  |  |  | 1,353 |
|  |  | 4,514 |  |  |  | 4,501 |

|  | As of September 30, 2024 |
|  | Carrying value (*) |  |  | Fair value |
In NIS million |  | (Unaudited) |  |  | (Unaudited) |
Loans from banking corporations and financial institutions (Level 2) |  |  | 3,103 |  |  |  | 3,091 |
Loans from non‑controlling interests (Level 2) |  |  | 478 |  |  |  | 488 |
Debentures (Level 1) |  |  | 1,878 |  |  |  | 1,784 |
|  |  | 5,459 |  |  |  | 5,363 |

|  | As of December 31, 2024 |
|  | Carrying value (*) |  |  | Fair value |
In NIS million |  | (Audited) |  |  | (Audited) |
Loans from banking corporations and financial institutions (Level 2) |  |  | 2,234 |  |  |  | 2,237 |
Loans from non‑controlling interests (Level 2) |  |  | 514 |  |  |  | 508 |
Debentures (Level 1) |  |  | 1,891 |  |  |  | 1,805 |
|  |  | 4,639 |  |  |  | 4,550 |

(*) Including current maturities and interest payable.
For details regarding the Group’s risk management policies, including entering into derivative financial instruments as well as the manner of determining the fair value, see Note 21 to the Annual Financial Statements.
F - 34

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 9 – FINANCIAL INSTRUMENTS (cont.)

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

The table below presents an analysis of financial instruments measured at fair value, on a periodic basis, using an valuation method.
The evaluation techniques and various levels were detailed in Note 21 to the Annual Financial Statements.

|  | As of September 30 |  |  | As of December 31 |
|  | 2025 |  |  | 2024 |  |  | 2024 |
In NIS million |  | (Unaudited) |  |  | (Audited) |
Financial assets |  |  |  |  |  |  |  |  |
Derivatives used for hedge accounting |  |  |  |  |  |  |  |  |
CPI swap contracts (Level 2) |  |  | 43 |  |  |  | 46 |  |  |  | (*) 44 |
Interest rate swaps (SOFR) (Level 2) (1) |  |  | - |  |  |  | 14 |  |  |  | - |
Total |  |  | 43 |  |  |  | 60 |  |  |  | 44 |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |
Derivatives used for hedge accounting |  |  |  |  |  |  |  |  |  |  |  |
CPI swap contracts (Level 2) |  |  | - |  |  |  | (1 | ) |  |  | (*) (1 | )
Interest rate swaps (SOFR) (Level 2) (1) |  |  | - |  |  |  | (12 | ) |  |  | - |
Electricity price hedge contracts (the US renewable energy segment) (Level 3) (1) |  |  | - |  |  |  | (30 | ) |  |  | - |
Total |  |  | - |  |  |  | (43 | ) |  |  | (1 | )

(*) The nominal NIS-denominated discount rate range in the value calculations is 4.1%-4.5% and the real discount rate range is 0.8%-2.5%.

| (1) | The balances as of September 30, 2024 are in respect of CPV Renewable. For details regarding deconsolidation and transition to the equity method in the fourth quarter of 2024 with respect to the investment in CPV Renewable, see Note 23E to the Annual Financial Statements.

F - 35

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| A. | General

| 1. | Further to Note 1 to the Annual Financial Statements, in June 2025, there was a further escalation of the geopolitical situation, with the outbreak of a large-scale military conflict between Israel and Iran (hereinafter – “Operation Rising Lion"), which included missile attacks by Iran, the closure of Israeli airspace, a general state of emergency in the Israeli home front and a substantial escalation in the regional arena. On June 24, 2025, a ceasefire with Iran was declared, which is in place as of the report approval date. Furthermore, during October 2025, a ceasefire was declared in the Gaza front between the State of Israel and the terrorist organization Hamas, which led to a significant decrease in the intensity of fighting and in the scope of attacks against Israel by the terrorist organizations in Yemen. However, the situation in Israel continues to be characterized by substantial geopolitical uncertainty.

The above has not had a material effect on the operating results in Israel in the Reporting Period. In addition, as of the Report approval date, a ceasefire is in place in most fronts, but there is substantial uncertainty as to the geopolitical situation and whether the ceasefires will hold and the fighting will resume. Therefore, at this stage, it is impossible to assess the effect of the above on the Company and its results of operations, if any, in the short and medium term.

| 2. | In the nine‑month periods ended September 30, 2025 and 2024 the Group purchased property, plant and equipment for a total of approx. NIS 206 million and approx. NIS 982 million, respectively. Furthermore, these amounts include non-cash purchases totaling approx. NIS 17 million and approx. NIS 38 million during these periods, respectively.

| 3. | For further details regarding agreements to acquire additional rights in associates in the Reporting Period and thereafter, and financial closing and commencement of construction of the Basin Ranch Project subsequent to the report date and disclosure of material agreements in the project, see Note 6.

| 4. | For further details regarding developments in credit from banking corporations and others, debentures, credit ratings of the Company and its debentures, guarantees and equity in the Reporting Period and thereafter, see Note 7.

| 5. | For further details regarding developments in commitments (including with related parties and interested parties), claims and other commitments during the Reporting Period and thereafter, see Note 8.

| B. | OPC Israel

Further to Note 10B4 to the Annual Financial Statements regarding a petition filed with the High Court of Justice with respect to the Hadera 2 Project, on August 10, 2025, the Government of Israel resolved to approve the NIP 20B plan promoted by Hadera 2 for the construction of a power plant on land adjacent to the Hadera Power Plant (hereinafter - the “Plan”). Due to the above, during the third quarter of 2025, the Company reversed the impairment provision, which was recognized following the previous Government Resolution of 2024, which rejected the Plan, and recognized a revenue of approx. NIS 34 million under the other revenues line item.
F - 36

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

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

| C. | CPV Group

| 1. | Further to Note 23E to the Annual Financial Statements regarding the investment agreement in the US Renewable Energy Segment, a further total of approx. NIS 330 million (approx. USD 100 million) was invested in the reporting period by the Investor.

| 2. | Further to Note 23A3 to the Annual Financial Statements, following is information regarding investment undertakings and provision of loans by OPC Power’s partners (in USD million):

|  | Immediately prior to the report approval date |  |  | As of September 30, 2025 |  |  | As of December 31, 2024 |
Total investment undertakings and loan provision (a) |  |  | 1,535 |  |  |  | 1,535 |  |  |  | 1,535 |
Utilization (b) |  |  | (1,535 | ) |  |  | (1,510 | ) |  |  | (1,455 | )
Balance of investment undertakings and loan provision |  |  | - |  |  |  | 25 |  |  |  | 80 |

| A. | Excluding an additional investment commitment for backing guarantees which were or will be provided for the purpose of development and expansion of projects – each partner based on its pro rata share in the partnership, for a total of approx. NIS 248 million (approx. USD 75 million).

| B. | In the Reporting Period, the Company and non-controlling interests (both directly and indirectly) made equity investments in the Partnership and advanced loans totaling approx. USD 42 million (approx. NIS 146 million) and approx. USD 13 million (approx. NIS 48 million), respectively. Subsequent to the report date, in October 2025, equity investments in the Partnership were made and additional loans were advanced totaling approx. USD 19 million (approx. NIS 63 million) and approx. USD 6 million (approx. NIS 20 million), respectively.

| 3. | Dividends and capital distributions from associates

During the Reporting Period, the CPV Group received dividends and capital distributions from associates totaling approx. NIS 206 million. Out of the amount received during the Reporting Period, approx. NIS 83 million was received from Maryland, approx. NIS 62 million was received from Fairview, and approx. NIS 54 million was received from Towantic.
F - 37

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES
The Group attaches to these Condensed Consolidated Interim Financial Statements the condensed interim financial statements of Maryland and the condensed interim financial data of Fairview (hereinafter – “Material Associates”), including adjustments from US GAAP to IFRS presented below. According to an approval issued by the Israel Securities Authority Staff at the request of the Company, the Company shall publish the condensed interim financial statements of Fairview for the third quarter of 2025 by December 31, 2025.
According to legal advice received by the CPV Group, under the relevant US law it is not required to sign the financial statements of the material associates, and the attached financial statements were approved by the competent organs, and a review report of the independent auditors is attached thereto.
The Material Associates’ functional and presentation currency is the USD. As of the report date, the exchange rate is NIS 3.306 per USD.
The financial statements of the Material Associates are drawn up in accordance with US Generally Accepted Accounting Principles (US GAAP), which vary, in some respects, from IFRS. Following is information regarding adjustments made to the Material Associates’ financial statements in order to make them compatible with the Company’s accounting policies and rules.
Shore refinancing agreement
In the first quarter of 2025, Shore entered into a refinancing agreement,11 in accordance with the following main terms and conditions (hereinafter – the “New Refinancing Agreement”):
The scope of liabilities under the New Refinancing Agreement is approx. NIS 1.57 billion (approx. USD 436 million), composed of approx. NIS 1.18 billion (approx. USD 325 million), a long-term loan (Term Loan B), as well as renewable and non-renewable credit facilities totaling approx. NIS 0.4 billion (approx. USD 111 million), including for the purpose of working capital and letters of credit. The loans’ final repayment date is February 4, 2032 and the final repayment date of the renewable credit facility is February 4, 2030. The repayment pace and scope of Term Loan B’s principal changes until the final repayment date, according to a combination of a mandatory amortization schedule (1% per year) and a leverage-based cash sweep repayment mechanism ranging from 75% to 100% in cash sweep. According to the New Refinancing Agreement, the interest rate on the loan is based on SOFR + a 3.75% spread.
The other key terms and conditions (grounds for repayment, collateral and additional terms and conditions) in the New Refinancing Agreement are similar in essence to those of the existing financing agreement and as accepted in agreements of this type, along with an adjustment to the requirement to hedge the minimum interest rate to 50% of the expected nominal balance of the loan for a three-year period as of the completion date of the New Refinancing Agreement and a requirement for a debt service coverage ratio of 1.10x for the 12 consecutive months. The requirement for a debt service coverage ratio is initially measured on December 31, 2025 (pro-rated) for a period as from the New Refinancing Agreement’s effective date and at the end of each subsequent calendar quarter. With respect to the completion of the New Refinancing Agreement, approx. USD 80 million was extended to Shore by all of its equity holders (hereinafter – the “Deleveraging Amount”), with the CPV Group’s share (including in respect of the additional purchase as described in Note 6A above) in the Deleveraging Amount totaling approx. USD 71 million.

11 | Non-recourse project financing, as accepted in agreements of this type.

F - 38

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Fairview
Statement of Financial Position:

|  |  |  | As of September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 199 |  |  |  | 1,067 |  |  |  | 1,266 |
Restricted cash |  | D |  |  | 12,628 |  |  |  | (1,067 | ) |  |  | 11,561 |
Property, plant & equipment |  | A,C |  |  | 779,191 |  |  |  | 58,134 |  |  |  | 837,325 |
Intangible assets |  | C |  |  | 25,231 |  |  |  | (25,231 | ) |  |  | - |
Other assets |  |  |  |  | 31,436 |  |  |  | - |  |  |  | 31,436 |
Total assets |  |  |  |  | 848,685 |  |  |  | 32,903 |  |  |  | 881,588 |
Accounts payable and deferred expenses |  | A |  |  | 12,432 |  |  |  | (6,802 | ) |  |  | 5,630 |
Other liabilities |  | F |  |  | 495,174 |  |  |  | (7,614 | ) |  |  | 487,560 |
Total liabilities |  |  |  |  | 507,606 |  |  |  | (14,416 | ) |  |  | 493,190 |
Partners’ equity |  | A |  |  | 341,079 |  |  |  | 47,319 |  |  |  | 388,398 |
Total liabilities and equity |  |  |  |  | 848,685 |  |  |  | 32,903 |  |  |  | 881,588 |

|  |  |  | As of September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 85 |  |  |  | 1,560 |  |  |  | 1,645 |
Restricted cash |  | D |  |  | 19,612 |  |  |  | (1,560 | ) |  |  | 18,052 |
Property, plant & equipment |  | A,C |  |  | 800,887 |  |  |  | 52,723 |  |  |  | 853,610 |
Intangible assets |  | C |  |  | 26,101 |  |  |  | (26,101 | ) |  |  | - |
Other assets |  |  |  |  | 25,860 |  |  |  | - |  |  |  | 25,860 |
Total assets |  |  |  |  | 872,545 |  |  |  | 26,622 |  |  |  | 899,167 |
Accounts payable and deferred expenses |  | A |  |  | 17,577 |  |  |  | (10,905 | ) |  |  | 6,672 |
Other liabilities |  |  |  |  | 550,137 |  |  |  | - |  |  |  | 550,137 |
Total liabilities |  |  |  |  | 567,714 |  |  |  | (10,905 | ) |  |  | 556,809 |
Partners’ equity |  | A |  |  | 304,831 |  |  |  | 37,527 |  |  |  | 342,358 |
Total liabilities and equity |  |  |  |  | 872,545 |  |  |  | 26,622 |  |  |  | 899,167 |

|  |  |  | As of December 31, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 43 |  |  |  | 444 |  |  |  | 487 |
Restricted cash |  | D |  |  | 4,793 |  |  |  | (444 | ) |  |  | 4,349 |
Property, plant & equipment |  | A, C |  |  | 797,304 |  |  |  | 57,331 |  |  |  | 854,635 |
Intangible assets |  | C |  |  | 25,883 |  |  |  | (25,883 | ) |  |  | - |
Other assets |  |  |  |  | 36,526 |  |  |  | - |  |  |  | 36,526 |
Total assets |  |  |  |  | 864,549 |  |  |  | 31,448 |  |  |  | 895,997 |
Accounts payable and deferred expenses |  | A |  |  | 13,820 |  |  |  | (6,360 | ) |  |  | 7,460 |
Other liabilities |  |  |  |  | 530,317 |  |  |  | - |  |  |  | 530,317 |
Total liabilities |  |  |  |  | 544,137 |  |  |  | (6,360 | ) |  |  | 537,777 |
Partners’ equity |  | A |  |  | 320,412 |  |  |  | 37,808 |  |  |  | 358,220 |
Total liabilities and equity |  |  |  |  | 864,549 |  |  |  | 31,448 |  |  |  | 895,997 |

F - 39

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Fairview (cont.)
Statements of Income and Other Comprehensive Income:

|  |  |  | For the nine-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | IFRS adjustments |  |  | Adjustments to the Group’s accounting policies* |  |  | IFRS – according to the Group’s accounting policies |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  | B |  |  | 305,412 |  |  |  | (267 | ) |  |  | 1,214 |  |  |  | 306,359 |
Operating expenses |  | A |  |  | 142,979 |  |  |  | (7,194 | ) |  |  | 1,214 |  |  |  | 136,999 |
Depreciation and amortization |  | A |  |  | 20,838 |  |  |  | 5,296 |  |  |  | - |  |  |  | 26,134 |
Operating profit |  |  |  |  | 141,595 |  |  |  | 1,631 |  |  |  | - |  |  |  | 143,226 |
Finance expenses |  | B,F |  |  | 28,376 |  |  |  | (9,101 | ) |  |  | - |  |  |  | 19,275 |
Profit for the period |  |  |  |  | 113,219 |  |  |  | 10,732 |  |  |  | - |  |  |  | 123,951 |
Other comprehensive loss |  | B |  |  | (20,052 | ) |  |  | (1,220 | ) |  |  | - |  |  |  | (21,272 | )
Comprehensive income for the period |  |  |  |  | 93,167 |  |  |  | 9,512 |  |  |  | - |  |  |  | 102,679 |

|  |  |  |  |  | For the nine-month period ended September 30, 2024 |
|  |  |  |  |  | US GAAP |  |  | IFRS adjustments |  |  | Adjustments to the Group’s accounting policies* |  |  | IFRS – according to the Group’s accounting policies |
|  |  |  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  | B |  |  |  | 212,728 |  |  |  | (1,384 | ) |  |  | 17,247 |  |  |  | 228,591 |
Operating expenses |  |  | A |  |  |  | 93,943 |  |  |  | (6,602 | ) |  |  | 17,247 |  |  |  | 104,588 |
Depreciation and amortization |  |  | A |  |  |  | 20,591 |  |  |  | 5,296 |  |  |  | - |  |  |  | 25,887 |
Operating profit |  |  |  |  |  |  | 98,194 |  |  |  | (78 | ) |  |  | - |  |  |  | 98,116 |
Finance expenses |  |  | B |  |  |  | 16,732 |  |  |  | (4,325 | ) |  |  | - |  |  |  | 12,407 |
Profit for the period |  |  |  |  |  |  | 81,462 |  |  |  | 4,247 |  |  |  | - |  |  |  | 85,709 |
Other comprehensive income (loss) |  |  | B |  |  |  | 2,442 |  |  |  | (2,778 | ) |  |  | - |  |  |  | (336 | )
Comprehensive income for the period |  |  |  |  |  |  | 83,904 |  |  |  | 1,469 |  |  |  | - |  |  |  | 85,373 |

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.
F - 40

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Fairview (cont.)
Statements of Income and Other Comprehensive Income:

|  |  |  | For the three-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | IFRS adjustments |  |  | Adjustments to the Group’s accounting policies* |  |  | IFRS – according to the Group’s accounting policies |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  | B |  |  | 105,597 |  |  |  | 878 |  |  |  | 5,265 |  |  |  | 111,740 |
Operating expenses |  | A |  |  | 39,399 |  |  |  | (2,482 | ) |  |  | 5,265 |  |  |  | 42,182 |
Depreciation and amortization |  | A |  |  | 6,944 |  |  |  | 1,765 |  |  |  | - |  |  |  | 8,709 |
Operating profit |  |  |  |  | 59,254 |  |  |  | 1,595 |  |  |  | - |  |  |  | 60,849 |
Finance expenses |  | B, F |  |  | 9,290 |  |  |  | 464 |  |  |  | - |  |  |  | 9,754 |
Profit for the period |  |  |  |  | 49,964 |  |  |  | 1,131 |  |  |  | - |  |  |  | 51,095 |
Other comprehensive loss |  | B |  |  | (410 | ) |  |  | (878 | ) |  |  | - |  |  |  | (1,288 | )
Comprehensive income for the period |  |  |  |  | 49,554 |  |  |  | 253 |  |  |  | - |  |  |  | 49,807 |

|  |  |  | For the three-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | IFRS adjustments |  |  | Adjustments to the Group’s accounting policies* |  |  | IFRS – according to the Group’s accounting policies |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  | B |  |  | 69,113 |  |  |  | (2 | ) |  |  | 7,406 |  |  |  | 76,517 |
Operating expenses |  | A |  |  | 28,859 |  |  |  | (2,161 | ) |  |  | 7,406 |  |  |  | 34,104 |
Depreciation and amortization |  | A |  |  | 6,867 |  |  |  | 1,765 |  |  |  | - |  |  |  | 8,632 |
Operating profit |  |  |  |  | 33,387 |  |  |  | 394 |  |  |  | - |  |  |  | 33,781 |
Finance expenses |  | B,F |  |  | 9,018 |  |  |  | (871 | ) |  |  | - |  |  |  | 8,147 |
Profit for the period |  |  |  |  | 24,369 |  |  |  | 1,265 |  |  |  | - |  |  |  | 25,634 |
Other comprehensive income |  | B |  |  | 4,480 |  |  |  | (846 | ) |  |  | - |  |  |  | 3,634 |
Comprehensive income for the period |  |  |  |  | 28,849 |  |  |  | 419 |  |  |  | - |  |  |  | 29,268 |

|  |  |  | For the year ended December 31, 2024 |
|  |  |  | US GAAP |  |  | IFRS adjustments |  |  | Adjustments to the Group’s accounting policies* |  |  | IFRS – according to the Group’s accounting policies |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  | B |  |  | 275,102 |  |  |  | (2,854 | ) |  |  | 27,083 |  |  |  | 299,331 |
Operating expenses |  | A |  |  | 121,590 |  |  |  | (8,648 | ) |  |  | 27,083 |  |  |  | 140,025 |
Depreciation and amortization |  | A |  |  | 27,485 |  |  |  | 7,062 |  |  |  | - |  |  |  | 34,547 |
Operating profit |  |  |  |  | 126,027 |  |  |  | (1,268 | ) |  |  | - |  |  |  | 124,759 |
Finance expenses |  | B |  |  | 27,325 |  |  |  | (5,185 | ) |  |  | - |  |  |  | 22,140 |
Profit for the year |  |  |  |  | 98,702 |  |  |  | 3,917 |  |  |  | - |  |  |  | 102,619 |
Other comprehensive income |  | B |  |  | 9,533 |  |  |  | (1,911 | ) |  |  | - |  |  |  | 7,622 |
Comprehensive income for the year |  |  |  |  | 108,235 |  |  |  | 2,006 |  |  |  | - |  |  |  | 110,241 |

(*) Represents adjustments to the Group’s accounting policies regarding the presentation of hedging transactions regarding energy margins.
F - 41

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Fairview (cont.)
Material adjustments to the statement of cash flows:

|  |  |  | For the nine-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 113,219 |  |  |  | 10,732 |  |  |  | 123,951 |
Net cash provided by operating activities |  |  |  |  | 129,183 |  |  |  | - |  |  |  | 129,183 |
Net cash used for investing activities |  | D |  |  | (2,072 | ) |  |  | (7,213 | ) |  |  | (9,285 | )
Net cash used for financing activities |  |  |  |  | (119,120 | ) |  |  | - |  |  |  | (119,120 | )
Net increase in cash and cash equivalents |  |  |  |  | 7,991 |  |  |  | (7,213 | ) |  |  | 778 |
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 43 |  |  |  | 444 |  |  |  | 487 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 4,793 |  |  |  | (4,793 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 199 |  |  |  | 1,066 |  |  |  | 1,265 |
Restricted cash balance as of the end of the period |  | D |  |  | 12,628 |  |  |  | (12,628 | ) |  |  | - |

|  |  |  | For the nine-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 81,462 |  |  |  | 4,247 |  |  |  | 85,709 |
Net cash provided by operating activities |  |  |  |  | 101,096 |  |  |  | - |  |  |  | 101,096 |
Net cash provided by (used for) investing activities |  | D |  |  | (3,509 | ) |  |  | 10,010 |  |  |  | 6,501 |
Net cash used for financing activities |  |  |  |  | (106,268 | ) |  |  | - |  |  |  | (106,268 | )
Net increase (decrease) in cash and cash equivalents |  |  |  |  | (8,681 | ) |  |  | 10,010 |  |  |  | 1,329 |
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 52 |  |  |  | 265 |  |  |  | 317 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 28,328 |  |  |  | (28,328 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 85 |  |  |  | 1,561 |  |  |  | 1,646 |
Restricted cash balance as of the end of the period |  | D |  |  | 19,614 |  |  |  | (19,614 | ) |  |  | - |

F - 42

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Fairview (cont.)
Material adjustments to the statement of cash flows:

|  |  |  | For the three-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 49,964 |  |  |  | 1,131 |  |  |  | 51,095 |
Net cash provided by operating activities |  |  |  |  | 60,364 |  |  |  | - |  |  |  | 60,364 |
Net cash used for investing activities |  |  |  |  | (1,790 | ) |  |  | (4,251 | ) |  |  | (6,041 | )
Net cash used for financing activities |  |  |  |  | (53,334 | ) |  |  | - |  |  |  | (53,334 | )
Net increase in cash and cash equivalents |  | D |  |  | 5,240 |  |  |  | (4,251 | ) |  |  | 989 |
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 76 |  |  |  | 200 |  |  |  | 276 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 7,511 |  |  |  | (7,511 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 199 |  |  |  | 1,066 |  |  |  | 1,265 |
Restricted cash balance as of the end of the period |  | D |  |  | 12,628 |  |  |  | (12,628 | ) |  |  | - |

|  |  |  | For the three-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 24,369 |  |  |  | 1,265 |  |  |  | 25,634 |
Net cash provided by operating activities |  |  |  |  | 30,622 |  |  |  | - |  |  |  | 30,622 |
Net cash provided by (used for) investing activities |  | D |  |  | (1,275 | ) |  |  | 8,792 |  |  |  | 7,517 |
Net cash used for financing activities |  |  |  |  | (39,135 | ) |  |  | - |  |  |  | (39,135 | )
Net decrease in cash and cash equivalents |  |  |  |  | (9,788 | ) |  |  | 8,792 |  |  |  | (996 | )
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 73 |  |  |  | 2,569 |  |  |  | 2,642 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 29,414 |  |  |  | (29,414 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 85 |  |  |  | 1,561 |  |  |  | 1,646 |
Restricted cash balance as of the end of the period |  | D |  |  | 19,614 |  |  |  | (19,614 | ) |  |  | - |

|  |  |  | For the year ended December 31, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the year |  | A,B |  |  | 98,702 |  |  |  | 3,917 |  |  |  | 102,619 |
Net cash provided by operating activities |  |  |  |  | 125,851 |  |  |  | - |  |  |  | 125,851 |
Net cash provided by (used for) investing activities |  | D |  |  | (11,286 | ) |  |  | 23,714 |  |  |  | 12,428 |
Net cash used for financing activities |  |  |  |  | (138,109 | ) |  |  | - |  |  |  | (138,109 | )
Net increase (decrease) in cash and cash equivalents |  |  |  |  | (23,544 | ) |  |  | 23,714 |  |  |  | 170 |
Balance of cash and cash equivalents as of the beginning of the year |  | D |  |  | 52 |  |  |  | 265 |  |  |  | 317 |
Restricted cash balance as of the beginning of the year |  | D |  |  | 28,328 |  |  |  | (28,328 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the year |  | D |  |  | 43 |  |  |  | 444 |  |  |  | 487 |
Restricted cash balance as of the end of the year |  | D |  |  | 4,793 |  |  |  | (4,793 | ) |  |  | - |

F - 43

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Maryland
Statement of Financial Position:

|  |  |  | As of September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 44 |  |  |  | 559 |  |  |  | 603 |
Restricted cash |  | D |  |  | 560 |  |  |  | (559 | ) |  |  | 1 |
Property, plant & equipment |  | A,C |  |  | 555,368 |  |  |  | 44,082 |  |  |  | 599,450 |
Intangible assets |  | C |  |  | 12,342 |  |  |  | (12,342 | ) |  |  | - |
Other assets |  |  |  |  | 70,011 |  |  |  | - |  |  |  | 70,011 |
Total assets |  |  |  |  | 638,325 |  |  |  | 31,740 |  |  |  | 670,065 |
Accounts payable and deferred expenses |  | A |  |  | 11,752 |  |  |  | (1,957 | ) |  |  | 9,795 |
Other liabilities |  |  |  |  | 297,177 |  |  |  | (4,466 | ) |  |  | 292,711 |
Total liabilities |  |  |  |  | 308,929 |  |  |  | (6,423 | ) |  |  | 302,506 |
Partners’ equity |  | A |  |  | 329,396 |  |  |  | 38,162 |  |  |  | 367,558 |
Total liabilities and equity |  |  |  |  | 638,325 |  |  |  | 31,739 |  |  |  | 670,064 |

|  |  |  | As of September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 43 |  |  |  | 3,483 |  |  |  | 3,526 |
Restricted cash |  | D |  |  | 3,484 |  |  |  | (3,483 | ) |  |  | 1 |
Property, plant & equipment |  | A,C |  |  | 571,409 |  |  |  | 40,294 |  |  |  | 611,703 |
Intangible assets |  | C |  |  | 12,741 |  |  |  | (12,741 | ) |  |  | - |
Other assets |  |  |  |  | 79,969 |  |  |  | - |  |  |  | 79,969 |
Total assets |  |  |  |  | 667,646 |  |  |  | 27,553 |  |  |  | 695,199 |
Accounts payable and deferred expenses |  | A |  |  | 11,193 |  |  |  | (1,588 | ) |  |  | 9,605 |
Other liabilities |  |  |  |  | 359,144 |  |  |  | (550 | ) |  |  | 358,594 |
Total liabilities |  |  |  |  | 370,337 |  |  |  | (2,138 | ) |  |  | 368,199 |
Partners’ equity |  | A |  |  | 297,309 |  |  |  | 29,692 |  |  |  | 327,001 |
Total liabilities and equity |  |  |  |  | 667,646 |  |  |  | 27,554 |  |  |  | 695,200 |

|  |  |  | As of December 31, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Cash and cash equivalents |  | D |  |  | 34 |  |  |  | 4,800 |  |  |  | 4,834 |
Restricted cash |  | D |  |  | 4,800 |  |  |  | (4,800 | ) |  |  | - |
Property, plant & equipment |  | A,C |  |  | 567,685 |  |  |  | 41,156 |  |  |  | 608,841 |
Intangible assets |  | C |  |  | 12,641 |  |  |  | (12,641 | ) |  |  | - |
Other assets |  |  |  |  | 76,181 |  |  |  | (1 | ) |  |  | 76,180 |
Total assets |  |  |  |  | 661,341 |  |  |  | 28,514 |  |  |  | 689,855 |
Accounts payable and deferred expenses |  | A |  |  | 11,770 |  |  |  | (1,375 | ) |  |  | 10,395 |
Other liabilities |  |  |  |  | 336,376 |  |  |  | (2,784 | ) |  |  | 333,592 |
Total liabilities |  |  |  |  | 348,146 |  |  |  | (4,159 | ) |  |  | 343,987 |
Partners’ equity |  | A |  |  | 313,195 |  |  |  | 32,673 |  |  |  | 345,868 |
Total liabilities and equity |  |  |  |  | 661,341 |  |  |  | 28,514 |  |  |  | 689,855 |

F - 44

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Maryland (cont.)
Statements of Income and Other Comprehensive Income:

|  |  |  | For the nine-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  |  |  | 236,403 |  |  |  | (72 | ) |  |  | 236,331 |
Operating expenses |  | A |  |  | 152,299 |  |  |  | (5,625 | ) |  |  | 146,674 |
Depreciation and amortization |  | A |  |  | 14,536 |  |  |  | 136 |  |  |  | 14,672 |
Operating profit |  |  |  |  | 69,568 |  |  |  | 5,417 |  |  |  | 74,985 |
Finance expenses |  | B |  |  | 15,267 |  |  |  | (7 | ) |  |  | 15,260 |
Profit for the period |  |  |  |  | 54,301 |  |  |  | 5,424 |  |  |  | 59,725 |
Other comprehensive loss |  | B |  |  | (5,750 | ) |  |  | 65 |  |  |  | (5,685 | )
Comprehensive income for the period |  |  |  |  | 48,551 |  |  |  | 5,489 |  |  |  | 54,040 |

|  |  |  | For the nine-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  |  |  | 185,861 |  |  |  | (691 | ) |  |  | 185,170 |
Operating expenses |  | A |  |  | 144,579 |  |  |  | (4,676 | ) |  |  | 139,903 |
Depreciation and amortization |  | A |  |  | 13,911 |  |  |  | 2,989 |  |  |  | 16,900 |
Operating profit |  |  |  |  | 27,371 |  |  |  | 996 |  |  |  | 28,367 |
Finance expenses |  | B |  |  | 17,783 |  |  |  | (26 | ) |  |  | 17,757 |
Profit for the period |  |  |  |  | 9,588 |  |  |  | 1,022 |  |  |  | 10,610 |
Other comprehensive income (loss) |  | B |  |  | (535 | ) |  |  | 665 |  |  |  | 130 |
Comprehensive loss for the period |  |  |  |  | 9,053 |  |  |  | 1,687 |  |  |  | 10,740 |

F - 45

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Maryland (cont.)
Statements of Income and Other Comprehensive Income:

|  |  |  | For the three-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  |  |  | 90,380 |  |  |  | (93 | ) |  |  | 90,287 |
Operating expenses |  | A |  |  | 50,892 |  |  |  | (1,956 | ) |  |  | 48,936 |
Depreciation and amortization |  | A |  |  | 4,856 |  |  |  | 1,062 |  |  |  | 5,918 |
Operating profit |  |  |  |  | 34,632 |  |  |  | 801 |  |  |  | 35,433 |
Finance expenses |  | B |  |  | 4,851 |  |  |  | (4 | ) |  |  | 4,847 |
Profit for the period |  |  |  |  | 29,781 |  |  |  | 805 |  |  |  | 30,586 |
Other comprehensive income |  | B |  |  | 8,109 |  |  |  | 89 |  |  |  | 8,198 |
Comprehensive income for the period |  |  |  |  | 37,890 |  |  |  | 894 |  |  |  | 38,784 |

|  |  |  | For the three-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  |  |  | 69,307 |  |  |  | (308 | ) |  |  | 68,999 |
Operating expenses |  | A |  |  | 50,260 |  |  |  | (1,694 | ) |  |  | 48,566 |
Depreciation and amortization |  | A |  |  | 4,810 |  |  |  | 810 |  |  |  | 5,620 |
Operating profit |  |  |  |  | 14,237 |  |  |  | 576 |  |  |  | 14,813 |
Finance expenses |  | B |  |  | 6,069 |  |  |  | 17 |  |  |  | 6,086 |
Profit for the period |  |  |  |  | 8,168 |  |  |  | 559 |  |  |  | 8,727 |
Other comprehensive income |  | B |  |  | 4,923 |  |  |  | 325 |  |  |  | 5,248 |
Comprehensive income for the period |  |  |  |  | 13,091 |  |  |  | 884 |  |  |  | 13,975 |

|  |  |  | For the year ended December 31, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Revenues |  |  |  |  | 234,641 |  |  |  | (835 | ) |  |  | 233,806 |
Operating expenses |  | A |  |  | 185,058 |  |  |  | (6,050 | ) |  |  | 179,008 |
Depreciation and amortization |  | A |  |  | 18,721 |  |  |  | 1,381 |  |  |  | 20,102 |
Operating profit |  |  |  |  | 30,862 |  |  |  | 3,834 |  |  |  | 34,696 |
Finance expenses |  | B |  |  | 23,513 |  |  |  | (18 | ) |  |  | 23,495 |
Profit for the year |  |  |  |  | 7,349 |  |  |  | 3,852 |  |  |  | 11,201 |
Other comprehensive income |  | B |  |  | 19,340 |  |  |  | 817 |  |  |  | 20,157 |
Comprehensive income for the year |  |  |  |  | 26,689 |  |  |  | 4,669 |  |  |  | 31,358 |

F - 46

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Maryland (cont.)
Material adjustments to the statement of cash flows:

|  |  |  | For the nine-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 54,301 |  |  |  | 5,424 |  |  |  | 59,725 |
Net cash provided by operating activities |  |  |  |  | 70,545 |  |  |  | - |  |  |  | 70,545 |
Net cash provided by (used for) investing activities |  | D |  |  | (1,927 | ) |  |  | 2,422 |  |  |  | 495 |
Net cash used for financing activities |  |  |  |  | (75,271 | ) |  |  | - |  |  |  | (75,271 | )
Net decrease in cash and cash equivalents |  |  |  |  | (6,653 | ) |  |  | 2,422 |  |  |  | (4,231 | )
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 34 |  |  |  | 4,800 |  |  |  | 4,834 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 29,040 |  |  |  | (29,040 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 44 |  |  |  | 559 |  |  |  | 603 |
Restricted cash balance as of the end of the period |  | D |  |  | 22,377 |  |  |  | (22,377 | ) |  |  | - |

|  |  |  | For the nine-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 9,588 |  |  |  | 1,022 |  |  |  | 10,610 |
Net cash provided by operating activities |  |  |  |  | 12,592 |  |  |  | - |  |  |  | 12,592 |
Net cash used for investing activities |  | D |  |  | (7,887 | ) |  |  | 300 |  |  |  | (7,587 | )
Net cash used for financing activities |  |  |  |  | (5,861 | ) |  |  | - |  |  |  | (5,861 | )
Net decrease in cash and cash equivalents |  |  |  |  | (1,156 | ) |  |  | 300 |  |  |  | (856 | )
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 41 |  |  |  | 4,341 |  |  |  | 4,382 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 28,917 |  |  |  | (28,917 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 43 |  |  |  | 3,483 |  |  |  | 3,526 |
Restricted cash balance as of the end of the period |  | D |  |  | 27,759 |  |  |  | (27,759 | ) |  |  | - |

F - 47

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Maryland (cont.)
Material adjustments to the statement of cash flows:

|  |  |  | For the three-month period ended September 30, 2025 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 29,781 |  |  |  | 805 |  |  |  | 30,586 |
Net cash provided by operating activities |  |  |  |  | 37,449 |  |  |  | - |  |  |  | 37,449 |
Net cash used for investing activities |  | D |  |  | (871 | ) |  |  | 799 |  |  |  | (72 | )
Net cash used for financing activities |  |  |  |  | (41,264 | ) |  |  | - |  |  |  | (41,264 | )
Net decrease in cash and cash equivalents |  |  |  |  | (4,686 | ) |  |  | 799 |  |  |  | (3,887 | )
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 44 |  |  |  | 4,446 |  |  |  | 4,490 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 27,063 |  |  |  | (27,063 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 44 |  |  |  | 559 |  |  |  | 603 |
Restricted cash balance as of the end of the period |  | D |  |  | 22,377 |  |  |  | (22,377 | ) |  |  | - |

|  |  |  | For the three-month period ended September 30, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the period |  | A,B |  |  | 8,168 |  |  |  | 559 |  |  |  | 8,727 |
Net cash provided by operating activities |  |  |  |  | 10,039 |  |  |  | - |  |  |  | 10,039 |
Net cash provided by (used for) investing activities |  | D |  |  | (405 | ) |  |  | 1,102 |  |  |  | 697 |
Net cash used for financing activities |  |  |  |  | (8,149 | ) |  |  | - |  |  |  | (8,149 | )
Net increase in cash and cash equivalents |  |  |  |  | 1,485 |  |  |  | 1,102 |  |  |  | 2,587 |
Balance of cash and cash equivalents as of the beginning of the period |  | D |  |  | 44 |  |  |  | 895 |  |  |  | 939 |
Restricted cash balance as of the beginning of the period |  | D |  |  | 26,273 |  |  |  | (26,273 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the period |  | D |  |  | 43 |  |  |  | 3,483 |  |  |  | 3,526 |
Restricted cash balance as of the end of the period |  | D |  |  | 27,759 |  |  |  | (27,759 | ) |  |  | - |

|  |  |  | For the year ended December 31, 2024 |
|  |  |  | US GAAP |  |  | Adjustments |  |  | IFRS |
|  |  |  | In USD thousand |  |  | In USD thousand |  |  | In USD thousand |
Profit for the year |  | A,B |  |  | 7,349 |  |  |  | 3,852 |  |  |  | 11,201 |
Net cash provided by operating activities |  |  |  |  | 22,178 |  |  |  | - |  |  |  | 22,178 |
Net cash used for investing activities |  | D |  |  | (8,882 | ) |  |  | 336 |  |  |  | (8,546 | )
Net cash used for financing activities |  |  |  |  | (13,180 | ) |  |  | - |  |  |  | (13,180 | )
Net increase in cash and cash equivalents |  |  |  |  | 116 |  |  |  | 336 |  |  |  | 452 |
Balance of cash and cash equivalents as of the beginning of the year |  | D |  |  | 41 |  |  |  | 4,341 |  |  |  | 4,382 |
Restricted cash balance as of the beginning of the year |  | D |  |  | 28,917 |  |  |  | (28,917 | ) |  |  | - |
Balance of cash and cash equivalents as of the end of the year |  | D |  |  | 34 |  |  |  | 4,800 |  |  |  | 4,834 |
Restricted cash balance as of the end of the year |  | D |  |  | 29,040 |  |  |  | (29,040 | ) |  |  | - |

F - 48

OPC Energy Ltd.
Notes to the Condensed Consolidated Interim Financial Statements as of September 30, 2025 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)
Following is a breakdown of the key adjustments between US GAAP and IFRS in Fairview and Maryland

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

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

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

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

| E. | Right-of-use assets: In IFRS, certain contracts are classified as leases. Under US GAAP, these contracts do not meet the definition of lease contracts, and are recorded as operating expenses.

| F. | Changes in financing and refinancing agreements: In cases where the Group has made a modification of terms in existing loans and the change is immaterial, in accordance with IFRS 9, the carrying value of the loans has been adjusted to reflect the present value of the updated contractual cash flows, discounted according to the original effective interest rate. The difference resulting from this adjustment was immediately recognized in the income statement. Under US GAAP, there was no effect on profit or loss date on which the terms and conditions were changed.

F - 49