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

		Loans from banking corporations and financial institutions				Loans from non‑con-trolling interests				Debentures				Financial instruments designated for hedging
		NIS million
Liabilities (assets) as of January 1, 2022			1,520				434				1,824				(26	)
Changes arising from cash flows:
Payment for derivative financial instruments			-				-				-				(3	)
Receipt of loans, net			282				46				-				-
Repayment of debentures and loans			(74	)			(89	)			(20	)			-
Interest paid			(38	)			(7	)			(40	)			-
Total changes arising from cash flows			170				(50	)			(60	)			(3	)
Changes in foreign currency exchange rates			39				29				-				(2	)
Interest expenses			68				24				40				-
Linkage differences			24				-				50				(18	)
Changes in fair value, hedge accounting and other			(4	)			-				-				(8	)
Total changes arising from non-cash activity			127				53				90				(28	)
Liabilities (assets) as of December 31, 2022			1,817				437				1,854				(57	)

F.

Intangible assets (cont.)

3.

Amortization (cont.)

I.

Revenues (cont.)

K.

Expenses for income tax (cont.)

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D.

Projects under construction in Israel - material construction and equipment agreements (cont.)

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Loan provision date	Total Financing Commitments were advanced to the Borrower on August 11, 2024. The loan grant and the execution of the Early Repayment of the Project Credit will take place on August 15, 2024.
Principal terms	Principal of Financing Agreement 1: NIS 850 million. Principal of Financing Agreement 2: NIS 800 million . The loans’ principal will be repaid in quarterly installments from March 25, 2025 through December 25, 2033, as follows: 0.5% in every quarter in 2025; 0.75% in every quarter in 2026; 1% in every quarter in 2027-2029; 5% in every quarter in 2030-2032; 5.75% in every quarter in 2033.
Interest terms	The Financing Agreements bear annual interest at a rate based on Prime interest + a spread ranging from 0.3% to 0.4%. The interest in respect of each loan will be repaid in quarterly installments from September 25, 2024 through December 25, 2033. Furthermore, the Financing Agreements include additional interest as is generally accepted, which is payable upon the occurrence of default events (with respect to additional interest due to temporary non-compliance with financial covenants which does not constitute default, see below) and in respect of failure to make payments on time (interest on arrears).
Collateral and pledges	Under the Financing Agreements, the Borrower undertook not to place liens on, or provide collateral for, its assets, including its holdings in subsidiaries, except for certain allowed pledges as defined in the Financing Agreements, mostly for the purpose of existing and/or future project financing (for the Hadera Power Plant) (if any), under the defined terms and conditions. Furthermore, the Borrower’s subsidiaries provided the Lenders with an undertaking not to take credit, excluding existing and/or future Project Credit (for the Hadera Power Plant) and except with respect to activity in the ordinary course of business, all in accordance with the defined terms and conditions. In addition, company guarantees were provided to the Lenders by certain subsidiaries which are wholly-owned (100%) by the Borrower (directly and/or indirectly).
Additional restrictions, liabilities and material conditions	The Financing Agreements include various undertakings of the Borrower and grounds, upon the fulfillment of which the Lenders will be allowed to call for immediate repayment of the loans (subject to remediation periods or to amounts set if applicable under the circumstances),4 which include, among other things, failure to make payments in respect of the loan on the dates which were set for that purpose, liquidation procedures, receivership, insolvency or debt arrangements of the Borrower as set forth in the Financing Agreements, change of control in the Company or the Borrower under defined circumstances and conditions, certain events which have an adverse effect on the Borrower’s activity as set forth in the Financing Agreements, restructuring - except for certain defined exceptions, a change in the area of activity of the Borrower under set conditions, restrictions on the sale of assets under set conditions, failure to comply with the following financial covenants in accordance with the terms and conditions which were set (except for cases where a certain deviation does not constitute grounds subject to the provisions regarding additional interest as detailed below), and a cross-default clause where the Borrower’s debt is called for immediate repayment upon the fulfillment of certain set terms and conditions. In addition, provisions were set with regard to fees, as is generally accepted in financing agreements, including transaction and early repayment fees. It is clarified that early repayment fees in respect of each loan (except for fees in respect of economic damage, as applicable) were set at levels which decrease gradually over the loan term, such that within a set number of years no early repayment fees will apply.
Conditions for distribution	Distribution by the Borrower (including repayment of subordinated shareholder loans provided to the Borrower and/or its investees, excluding the Rotem Loan) is subject to conditions generally accepted in financing agreements, and to compliance with the following financial covenants: The ratio between the net financial debt less the financial debt designated for construction of the projects that have not yet started generating EBITDA, and the adjusted EBITDA, as defined below, shall not exceed 7.

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Financial covenants

The financial covenants will be assessed at the end of each quarter (hereinafter - the “Measurement Date”), immediately after the approval date of the financial statements of the Borrower. Following are the financial covenants applicable to the Borrower (on a consolidated basis) on each measurement date in connection with each of the Financing Agreements:   • The ratio of the net financial debt(1) less financial debt designated for construction of the projects that have not yet started generating EBITDA(2), and the adjusted EBITDA(3) shall not exceed 8 (hereinafter - “Debt to EBITDA Ratio”). • The equity(4) to total assets ratio(5) shall not fall below 20%. • The Company's equity(4) will not fall below NIS 1.1 billion.   (1)  Net financial debt - Total (1) Long and short-term interest-bearing debts (including the Borrower’s share in such debts of associates) to banking institutions, financial entities and any other entity engaged in the provision of loans; (2) Shareholder loans, excluding subordinated shareholder loans, as defined by the Financing Agreements, excluding the Rotem Loan;5 (3) Plus and/or less principal and/or interest swaps at their nominal value (less and/or plus the deposits provided to secure them); and (4) Net of financial assets.   Financial assets - total (1) Cash and cash equivalents and (2) Deposits with banks and financial institutions (excluding restricted deposits provided against a guarantee), provided that they are clear and free of any pledge, incumbrance and foreclosure. It is noted that cash and cash equivalents and deposits restricted to the servicing of a financial debt shall constitute part of the financial assets.   (2)  A financial debt designated for the construction of projects which have not yet started generating EBITDA - (1) Financial debt provided to a special-purpose corporation as part of project credit; or (2) In a project that was not pledged - the outstanding balance of a financial debt provided at an amount that does not exceed the balance of actual investment in the project, provided that the aggregate amount will not exceed - on each measurement date - NIS 200 million; all of the above - in connection with a project that has not yet reached commercial operation. (3)   Adjusted EBITDA - EBITDA in the four quarters preceding the measurement date (including the Borrower’s share in the EBITDA of associates) net of other and/or one-off expenses or income and share-based payment. Plus:   (a)  The annualized EBITDA6 of assets which commenced commercial operation during the four quarters preceding the measurement date; and (b) The annualized EBITDA, based on assets acquired by the Borrower and/or investees as part of an acquisition and/or merger transaction, and all of the respective financial debt was recognized upon their purchase.   (4)   Equity capital - as per the Borrower’s consolidated financial statements - attributable to the parent company’s shareholders, plus subordinated shareholder loans (but excluding the Rotem Loan). (5)   Total assets - as per the Borrower’s consolidated financial statements.   It is noted that if the Borrower fails to comply with any financial covenants in a certain quarter at a range which does not exceed 10% of the values set for the relevant covenant, the loan will bear additional interest at a rate set in the Financing Agreements as from the quarter in which the financial statements were published, according to which the Borrower failed to comply the relevant covenants, up to a period of two consecutive quarters. Provided that such a deviation period will not occur more often than a frequency set in the Financing Agreements, the failure to comply with such financial covenants in the said period shall not be deemed a default event and shall not constitute grounds for calling for immediate repayment of the loan.   For details regarding the actual amounts and/or ratios in respect of the abovementioned covenants as of December 31, 2024, see Section 4 below.

Loan provision date	July 2016
The financing entities	A consortium of lenders headed by Israel Discount Bank Ltd. and Harel Insurance Company Ltd.
The principal outstanding balance as of December 31, 2024	Approx. NIS 585 million.
Principal terms	Repayable in quarterly installments, starting from March 25, 2020, with the final repayment date being in 2037 (subject to the stipulated early repayment provisions in the agreement).   Linkage mechanism: Approx. 67% of the principal is CPI-linked, and approx. 33% of the principal is not CPI-linked. The Group entered into a swap to hedge up to approx. 70% of the exposure to the CPI.
Interest terms	•  Annual interest at rates between 2.4% and approx. 3.9% (for the linked loans) and between 3.6% and approx. 5.4% (for the unlinked loans). •  Repayment in quarterly installments, starting on March 25, 2020.
Additional credit facilities as of the report date	•  Working capital facility of NIS 30 million; •   Guarantees facility of NIS 60 million; •   A hedge facility of NIS 68 million.   The withdrawals from the various facilities are subject to the absence of default events and to compliance with various conditions as is standard in agreements of this type.
Collateral and pledges	Liens were placed in favor of Discount Bank, as a trustee for the collateral on behalf of the Hadera Lenders, on all of Hadera’s existing and future assets, on Hadera’s rights, and on the holdings in Hadera.
Restrictions and undertakings	The agreements prescribe certain restrictions and liabilities as is generally accepted in agreements of this type, including:   •   Restrictions on assuming financial debts and providing guarantees; •   Requirement to obtain the Lender’s approval for engagement in material agreements and other material actions; •   Undertaking in connection with holding certain reserve funds for maintenance (scheduled and unscheduled) and debt service;7 •   The lender was granted veto rights and other rights in connection with certain decisions as is generally accepted in agreements of this type; •   Certain changes in ownership; •   As is generally accepted in project financing, there are certain rights that are exercisable only after obtaining the financing entities’ consent, and certain rights, which the financing entities may oblige the lender to exercise     (reserved discretion);   o   Various restrictions on deviation from the project budgets; o   Restrictions on distribution and interested party transactions; o   Undertakings to provide confirmations of compliance with the terms of the agreement, including financial covenants; o   Prohibition on making material changes such as a merger; o   Undertaking to obtain rating for the project under circumstances set forth; o   Cross-default clauses are in place under certain conditions and circumstances set forth;

Conditions for distribution

A distribution by Hadera, as defined in the financing agreement, is subject to a number of conditions set in the agreement, including, among other things:   •   Compliance with the following financial covenants: Historic DSCR, Projected DSCR and LLCR at a minimum rate of 1.25; •   Non-occurrence of a breach or potential breach; •   Maintaining a minimum pre-defined cash amount, which is required as part of the amendment to the Hadera Equity Subscription Agreement, which is described below; •   Proven ability to comply with the take or pay undertakings as per the natural gas supply agreement until the next planned calculation date (as defined in the agreement); •   If the Hadera Power Plant fails to meet the conditions for generation facilities using cogeneration technology as detailed in the Cogeneration Regulations, it will be required to provide proof of its ability to meet payments to the Israel Electric Corporation and the Israeli Electricity Authority as a result of non-compliance with the said conditions; •    No more than two distributions will be carried out in a 12-month period.

Equity Subscription Agreements

The Hadera Equity Subscription Agreement (as amended from time to time) includes various undertakings by the shareholder to provide own capital to Hadera, including in accordance with the regulatory rules of the Israeli Electricity Authority (provided it will not exceed 40% of the project’s normative cost), providing capital in case of deficit in own capital due to excess project costs or due to hedging agreements, and commitments to provide various guarantees, including guarantees for debt service not paid due to termination of a PPA by the borrower up to NIS 8 million, as well as additional bank guarantees in certain cases. Furthermore, the Company and Veridis Power Plants Ltd. (hereinafter - “Veridis”)8 are required to comply with certain covenants.