If any of our businesses are impacted by any of the aforementioned factors, such an impact could have a material adverse effect on our business, financial condition, results of operations or liquidity.

AsOur businesses require a resultnumber of our decentralized structure, we require qualified and competent management to independently direct the day-to-day business activities of each of our businesses, execute their respective business plans, and service their respective customers, suppliers and other stakeholders, in each case across numerous geographic locations. WeOur businesses must be able to retain employees and professionals with the skills necessary to understand the continuously developing needs of our customers and to maximize the value of each of our businesses. This includes developing talent and leadership capabilities in the emerging markets in which certain of our businesses operate, where the depth of skilled employees may be limited. Changes in demographics, training requirements and/or the unavailability of qualified personnel could negatively impact the ability of each of our businesses to meet these demands. In addition, the War has resulted in a significant call up of military reserves, which impacts personnel in Israel. If any of our businesses fail to trainhire and retain qualified personnel, or if they experience excessive turnover, we may experience declining sales, production/manufacturing delays or other inefficiencies, increased recruiting, training or relocation costs and other difficulties, any ofthis could impact their operations, which could have a material adverse effect on our business, financial condition, results of operations or liquidity.

The reliance of certain of our businesses on certain third-party suppliers, contract manufacturers and service providers, or commodity markets to secure raw materials (e.g., natural gas for OPC Israel, and CPV Group, solar panels and wind turbines for CPV Group and bunker and containers for ZIM), parts, components and sub-systems used in their products or services exposes us to volatility in the prices and availability of these materials, parts, components, systems and services. Some of these suppliers or their sub-suppliers are limited-limited or sole-sourcesole source suppliers. For more information on the risks relating to supplier concentration in relation to OPC, see “—Item 3.D Risk Factors—Risks Related to OPC— Supplier concentration may expose OPC’s Israel Operations—OPC to significant financial credit or performance risk.depends on infrastructure, securing space on the grid and infrastructure providers.”

A disruption in deliveries from these and other third-party suppliers, contract manufacturers or service providers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities, including as a result of the coronavirus outbreakWar in Israel, catastrophic events or catastrophic events,global inflation, could have an adverse effect on the ability of our businesses to meet their commitments to customers or could increase their operating costs. Our businesses could encounter supply problems and may be unable to replace a supplier that is not able to meet their demand in either the short- or the long-term; these risks are exacerbated in the case of raw materials or component parts that are sourced from a single-source supplier. For example, there are only a limited number of suppliers of natural gas in Israel and the War increases risks relating to access to gas supply. Furthermore, quality and sourcing issues experienced by third-party providers can also adversely affect the quality and effectiveness of our businesses’ products and/or services and result in liability and reputational harm that could have a material adverse effect on our business, financial condition, results of operations or liquidity.

As of December 31, 2020,2023, OPC employed 116169 employees in Israel and 150 employees in the United States, and ZIM employed approximately 5,145 employees and Qoros employed approximately 2,6466,460 employees. Our businesses have experienced and could experience strikes, industrial unrest, work stoppages or labor disruptions as a result of the coronavirus outbreak.disruptions. Any disruptions in the operations of any of our businesses as a result of labor stoppages, strikes or other disruptions could materially and adversely affect our or the relevant businesses’ reputation and could adversely affect operations. Additionally, a work stoppage or other disruption at any one of the suppliers of any of our businesses could materially and adversely affect our operations if an alternative source of supply were not readily available. In addition, as a result of the War, OPC and ZIM  may face personnel availability issues as some of their employees might be drafted as reservists, and their absence may disrupt OPC and ZIM businesses.

Our business operations, and the operations of our businesses, rely upon the accuracy, availability and security of information technology systems for data processing, storage and reporting. As a result, we and our businesses maintain information security policies and procedures for managing such information technology systems. However, such security measures may be ineffective and our information technology systems, or those of our businesses, may be subject to cyber-attacks. A number of companies around the world have been the subject of cyber security attacks in recent years, including in Israel where we have a large part of our businesses. For example one of ZIM’s peers experienced a major cyber-attack on its IT systems in 2017, which impacted the company’s operations in its transport and logistics businesses and resulted in significant financial loss. Other Israeli businesses are facing cyber-attack campaigns, and it is believed the attackers may be from hostile countries. These attacks are increasing and becoming more sophisticated, and may be perpetrated by computer hackers, cyber terrorists or other perpetrators of corporate espionage.

Cyber security attacks could include malicious software (malware), attempts to gain unauthorized access to data, social media hacks and leaks, ransomware attacks and other electronic security breaches of our and our business’ information technology systems as well as the information technology systems of our customers and other service providers that could lead to disruptions in critical systems, unauthorized release, misappropriation, corruption or loss of data or confidential information. In addition, any system failure, accident or security breach could result in business disruption, unauthorized access to, or disclosure of, customer or personnel information, corruption of our data or of our systems, reputational damage or litigation. We or our operating companies may also be required to incur significant costs to protect against or repair the damage caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems, implementing additional threat protection measures, providing modifications to our services, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties. These cyber security threats are constantly evolving. For example, the COVID-19 pandemic and the resulting reduced staff in in offices andThe increased reliance on remote access for employees havein recent years has increased and may continue to increase the likelihood of cyber security attacks. We, therefore, remain potentially vulnerable to additional known or yet unknown threats, as in some instances, we, our businesses and our customers may be unaware of an incident or its magnitude and effects. Should we or any of our operating businesses experience a cyber-attack, this could have a material adverse effect on our, or any of our operating companies’, business, financial condition or results of operations.

We are subject to a variety of legal proceedings and legal compliance risks in every part of the world in which our businesses operate. We, our businesses, and the industries in which we operate, are periodically reviewed or investigated by regulators and other governmental authorities, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Changes in laws or regulations could require us, or any of our businesses, to change manners of operation or to utilize resources to maintain compliance with such regulations, which could increase costs or otherwise disrupt operations. ProtectionistChanges in trade policies and or changes in the political and regulatory environment in the markets in which we operate, such as foreign exchange import and export controls, sanctions, tariffs and other trade barriers and price or exchange controls, could affect our businesses in several nationalsuch markets, impact our profitability and make the repatriation ofor our ability to repatriate profits, difficult, and may expose us or any of our businesses to penalties, sanctions and reputational damage. In addition, the uncertainty of the legal environment in some regions could limit our ability to enforce our rights.

The global and diverse nature of our operations means that legal and compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time. No assurances can be made that we will be found to be operating in compliance with, or be able to detect violations of, any existing or future laws or regulations. In addition, as we hold minority interests in ZIM and Qoros, we do not control them and therefore cannot ensure that they will comply with all applicable laws and regulations. A failure to comply with or properly anticipate applicable laws or regulations could have a material adverse effect on our business, financial condition, results of operations or liquidity.

The U.S. Investment Company Act of 1940, or the “Investment Company Act,” regulates “investment companies,” which includes, entitiesin relevant part, issuers that are, or that hold themselves out as being, primarily engaged in the business of investing, reinvesting and trading in securities or that are engaged, or propose to engage, in the business of investing, reinvesting, owning, holding or trading in securities and own, or propose to acquire, investment securities (as defined in the Investment Company Act) having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (orbasis. Pursuant to a rule adopted under the Investment Company Act, notwithstanding the 40% test described above, an issuer is excluded from the definition of investment company if no more than 45% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of the issuer’s net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than (i) U.S. government securities, (ii) securities issued employees’ securities companies, (iii) securities issued by majority-owned subsidiaries of the issuer that are not investment companies and not relying on certain exclusions from the definition of investment company and (iv) securities issued by companies that are not investment companies and are controlled primarily by the issuer through which the issuer engages in a business other than that of investing, reinvesting, owning, holding or assets, excluding interesttrading in primarily controlled companies).securities. We do not believe that we are subject to regulation under the U.S. Investment Company Act of 1940.Act. We are organized as a holding company that conducts its businesses primarily through majority owned and primarily controlled subsidiaries. MaintainingWe intend to continue to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. However, maintaining such status may impose limits on our operations and on the assets that we and our subsidiaries may acquire or dispose of. If, at any time, we meet the definition of investment company, including as a result of a company in which we have an ownership interest ceasing to be majority owned or primarily controlled, including as a result of dispositions or dilution of interests in majority owned and primarily controlled subsidiaries, we could, among other things, be required either (a) to substantially change the manner in which we conduct our operations to avoid being required to register as an investment company, or (b) to register as an investment company under the U.S. Investment Company Act of 1940, either of which could have an adverse effect on us and the market price of our securities. If we were to be deemed an “inadvertent” investment company, we may seek to rely on Rule 3a-2 under the Investment Company Act, which provides that an issuer will not be treated as an investment company subject to the provisions of the Investment Company Act provided the issuer has the requisite intent to be engaged in a non-investment business, evidenced by the issuer’s business activities and an appropriate resolution of the issuer’s board of directors, during a one year cure period.

The Investment Company Act contains substantive legal requirements that regulate the manner in which an “investment company” is permitted to conduct its business activities. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. In any case, the U.S. Investment Company Act of 1940 generally only allows U.S. entities to register. If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business in the United States or offering and selling securities in the United States or to U.S. persons, unable to comply with our reporting obligations in the United States as a foreign private issuer, subject to the delisting of the Kenon shares from the New York Stock Exchange, or the NYSE, and subject to criminal and civil actions that could be brought against us, any of which would have a material adverse effect on the liquidity and value of the Kenon shares and on our business, financial condition, results of operations or liquidity.shares.

The U.S. Foreign Corrupt Practices Act, or the FCPA,“FCPA”, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Recent years have seen substantial anti-bribery law enforcement activity, with aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with the FCPA and other applicable anti-bribery laws. We operate, through our businesses, in some parts of the world that are recognized as having governmental and commercial corruption. Additionally, because many of our customers and end users are involved in construction and energy production, they are often subject to increased scrutiny by regulators. Our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, the employees of any of our businesses, or third-party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we would investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits, reputational harm or other restrictions which could disrupt our business and have a material adverse effect on our business, financial condition, results of operations or liquidity. We face risks with respect to compliance with the FCPA and similar anti-bribery laws through our acquisition of new companies and the due diligence we perform in connection with an acquisition may not be sufficient to enable us fully to assess an acquired company’s historic compliance with applicable regulations. Furthermore, our post-acquisition integration efforts may not be adequate to ensure our system of internal controls and procedures are fully adopted and adhered to by acquired entities, resulting in increased risks of non-compliance with applicable anti-bribery laws.

We have geographically diverse businesses, which may expose our business and financial affairs to political and economic risks, including operations in areas subject to international restrictions and sanctions. Legislation and rules governing sanctions and trade restrictions are complex and constantly evolving. Moreover, changes in these laws and regulations can be unpredictable and happen swiftly. Part of our global operations necessitate the importation and exportation of goods and technology across international borders on a regular basis. From time to time, we, or our businesses, obtain ormay receive information alleging improper activity in connection with such imports or exports. Our policies mandate strict compliance with applicable sanctions laws and trade restrictions. Nonetheless, our policies and procedures may not always protect us from actions that would violate U.S. and/or foreign laws. Such improper actions could subject us to civil or criminal penalties, including material monetary fines, denial of import or export privileges, or other adverse actions. The occurrence of any of the aforementioned factors could have a material adverse effect on our business, financial condition, results of operations or liquidity.

OPC is in the process of the construction and development of power generation facilities and is contemplating further such development. Existing regulation, such as antitrust laws, regulation by virtue ofregulations under the Israeli Law for Promotion of Competition and Reduction of Concentration, Law,enacted in 2013 (the “Market Concentration Law”) or regulation by virtue ofregulations under the Israeli Electricity Sector Law, 5756-1996 or Electricity(the “Electricity Sector Law,Law”) with respect to holdings inholding generation licenses impose restrictions, including restrictions on maximum capacity, which may restrictlimit the expansion of OPC’s activity in Israel.

According to the IsraeliMarket Concentration Law, when allocatingissuing and determining the terms of certain rights, including the right to an electricity generation license under certain circumstances, the regulator must consider the promotion of competition in the relevant industry sector and the Israeli economy generally. If the right is on the list of rights that may have a material impact on competition, the regulator must consult with the Israel AntitrustCompetition Commissioner regarding sector concentration. Kenon, OPC, and OPC’s subsidiaries are considered concentration entities under the Israel Corporation Groupgroup for purposes of sector-specific and economy-wide concentration. The list of concentration entities also includes Mr. Idan Ofer, who is the beneficiary of entities that indirectly hold a majority of the shares in Kenon, and includes a list of other entities which may be affiliated with Mr. Idan Ofer, including ZIM, in which Kenon holds an approximately 28% interest.ZIM. With respect to economy-wide concentration, this may affect OPC’s or its subsidiaries’ ability to receive a generation license if it involves the construction and operation of power plants exceeding 175 MW. For example, in August 2017, the Israel AntitrustCompetition Authority and the Chairman of the Committee for the Reduction of Concentration, or the Concentration Committee, recommended to the Electricity Authority, or EA not to grant a conditional license for the Tzomet project. The conditional license was eventually approved after OPC and the Idan Ofer group had complied with certain conditions agreed with the Concentration Committee, including the completion of the sale of the Idan Ofer group’s shares in Reshet Media Ltd. in April 2019. Therefore, OPC’s expansion activities and future projects have been and could in the future be limited by the IsraeliMarket Concentration Law.

Following the Israeli Government’s electricity sector reform, as part of which the IEC is expected to sell five of its sites (currently remaining sites are three), the Israel Competition Authority issued guiding principlesregulations for sector concentration consultation in such sale process. The regulations were published under a temporary order and are in effect for three years. According to such principles, which are subject to change and review considering the relevant circumstances, entitiesregulations, a person will not be permitted togranted a generation license or approval in accordance with Sections 12 or 13 of the Electricity Sector Law if, following the issuance, the person will hold more thangeneration licenses or connection commitment for gas-fired power plants the total capacity of which exceeds 20% of the total planned installed capacity for this type of power plant. The planned capacity for 2025 for gas-fired power generation units is 16,700 MW. In addition, the regulations set restrictions on the dateallocation of salerights in relation to holdings in power plants using pumped storage and wind energy. Also, according to the regulations, notwithstanding the above, the EA may grant such a generation license or approval on special grounds (after consultation with the Israel Competition Authority) for the benefit of all the sites being sold. Theelectricity sector. Furthermore, the EA may refrain from granting a generation capacitylicense or from approving a connection to the grid if it believes that the allocation is likely to prevent or reduce competition in the electricity sector after taking into account additional considerations, including the impact of an entity’s related parties withholdings of a person in other generation licenses will be counted towards such entity’s capacity for purposesthat do not constitute a holding of this 20% limitation.a right as defined in the regulations, the impact of joint holdings in companies with a holder of other rights, as well as the impact of holdings of a person in holders of licenses that were granted under the Natural Gas Market Law. These principlesregulations may therefore increase competition and impose limitations on OPC’s ability to expand its business. In addition, the EA published proposed regulationsbusiness in respect of maximum holdings in generation licenses which are not identical to the Competition Authority principles.Israel. The Competition Authority has stated that the relevant limit is 20% of 10,500 MW (which is the anticipated capacity in the market held by private players by 2023, excluding capacity of IEC), while, the EA has proposed regulation whereby the relevant limit is 20% of 14,000 MW (including capacity of IEC). We may be subject to more restrictive interpretation. Theaggregate MW currently attributable to OPC including Oil Refineries Ltd., or ORL, andas well as Israel Chemicals Ltd., as partiesa party with generation licenses that are related to OPC, is approximately 1,480 MW.

Expanding OPC’s activity into other markets and geographic regions involves risk factors, which are specific to those markets, including local regulations and the economic and political situation in those markets. Furthermore, operating in other markets depends on various factors, including knowledge of the CPV business.market, identifying transactions that will suit OPC, conducting due diligence studies, recruiting suitable employees and securing any required financing. Failure of one or more of the foregoing factors may adversely affect the success of projects in such markets and OPC’s operations and results.

The potential difficultiesOPC does not own and will not own all the rights to all of combining the operationsOPC’s existing projects (including OPC Israel, Gnrgy, OPC Power and projects of the companies include, among others:

OPC is exposed to changes in the CPI, directly and may further reduce OPC’s profitability.

OPC is also exposed to changes in interest rates as OPC has interest bearing loans and obligations bearing variable interest mainly based on Prime or LIBOR interest plus a margin. An increase in variable interest rates may havelead to an increase in OPC’s finance costs, in connection with both existing debt and debt that may be incurred in the future.  Furthermore, an increase in interest rates affects projects’ discount rates (whether those projects are active, under construction or under development), and may make further development/acquisition of projects no longer economically viable, thereby slowing OPC’s growth and potentially resulting in impairment of assets and/or recording of impairment losses.

Further, OPC is exposed to changes in exchange rates, mainly the U.S. Dollar to NIS exchange rate, both indirectly and directly, due to the linkage of a substantial adverse effect on OPC’s profits.

Project financing agreements of OPC (such as those of CPV, OPC-Hadera, Tzomet, and the Kiryat Gat Power Plant) include various undertakings, including as to compliance with the terms of licenses and permits, performance and other conditions (including conditions for drawing under the facilities), and failure to comply with such undertakings may limit the ability to draw loans, and may also give rise to a demand to repay the financing. In addition, such agreements include conditions which, if met, will require the projects to transfer the cash flows to lenders, and provisions under which the lenders’ consent is required to take certain actions relating to commercial plans, the project’s activity and its ownership and undertakings to publish various reports. Failure to comply with such conditions and restrictions, or to obtain the lenders’ consent may, among other things, have an adverse effect on the financings (or establish grounds for the lenders to demand the repayment of the financing), increase the equity required for the project, lead to a demand to provide shareholder financial support and consequently increase costs, delay or prevent the completion of the project (if it is a project under construction), adversely affect the project’s commercial operation, delay or prevent the execution of certain measures and have a material adverse effect on OPC.

Instability in global markets, including political or other instability due to various factors, as well as instability in the banking system in the financial markets, economic instability, including concerns about a recession or a slowdown in growth and uncertainty in the geopolitical environment, may affect, among other things, OPC’s supply chain the availability of financing, credit and liquidity, prices of OPC’s raw materials, the availability of gas and electricity tariffs, the cost and availability of personnel in the power plants, the availability and financial stability of OPC’s suppliers, timetables for project construction (as a result, among other things, of delays in the supply chain and the availability of foreign experts and contractors), and the financial strength of OPC’s customers and credit providers. Such instability may also cause disruption in the development, construction and maintenance of the production facilities and power plants as well as the activity of OPC as a whole. Furthermore, instability in global markets as well as instability in supply chains may have an adverse effect on OPC’s projects under development or construction in Israel and the U.S., as well as OPC’s ability to secure the financing required for the projects, and the ongoing work involving projects under construction or development.

Disruptions and technical malfunctions in critical equipment of OPC’s generation facilities, and any inability to maintain inventory levels and quality as well as a sufficient level of spare parts, may damage OPC’s operating activities and its ability to maintain power generation continuity and cause, among other things, delays in the generation of electricity, difficulties with fulfilling contractual obligations, loss of income and higher expenses, which may adversely affect OPC’s profits, if not covered under its insurance policies. Although OPC has long-term service agreements with the manufacturers of the critical equipment and carries out preventative and scheduled maintenance works, there is no certainty as to OPC’s ability to prevent damages and shutdowns as a result of any such disruptions including planned maintenance, technical failures and natural disasters.malfunctions.

A deterioration ofin the political and security situation in Israel may adversely affect OPC’s activities and harm its assets. Securityassets in a number of ways, which may have an adverse effect on OPC’s results and operations. For example, security and political events, such as a war or acts of terrorism, may harmcause damage to the facilities servingused by OPC, (includingincluding damage to the power station facilitiesstations owned by the Company), theOPC, OPC’s projects under construction, of the OPC’s current development projects and future projects, computerIT systems, facilities for transmission of natural gas to the power stations and the electricity transmission grid. In addition, such acts may cause damage to OPC’s material suppliers, including natural gas suppliers, thereby affecting continuous high-quality supply electricity.

Furthermore, a deterioration in the political and security situation or political instability in Israel may have an adverse effect on OPC’s material suppliers, thereby limitingIsrael’s economic situation, specifically Israel’s credit rating and financial system (banks and institutional entities) and accordingly on OPC’s ability to supply electricityexecute new projects, raise funding for its operations and plans, and develop new projects. In addition, such deterioration may have an adverse effect on the consumption patterns and the nature and scope of OPC’s customers in Israel and/or their financial position, which may adversely affect OPC’s results.  A deterioration in OPC’s results may affect its ability to meet its customers reliably. Likewise, a deteriorationundertakings under the financing agreements and bond debentures, specifically with respect to financial covenants, liquidity, the ability to repay and obligations and to refinance such agreements (including renewal of the short-term credit facilities).  Furthermore, negative developments in the political and security situation in Israel may have a negative effect on OPC’s ability to construct new projects, to raise capital for new projects and to initiate new projects in areas exposed to a security risk. Negative developments intrigger the political and security situation in Israel and various security events may cause additional restrictions on OPC, includingimposition of boycotts by various parties. In addition, in such cases,parties and may lead to claims by parties with whom OPC has contracted, may claim to terminate their obligations pursuant to the agreements with the OPCfor example, that contracts have terminated due to the occurrence of force majeure events.events as well as limited availability of various experts. In addition, personnel availability issues may arise as some of OPC’s employees may be called for reserve military dutydrafted as reservists and their absence may affect OPC’s operations. Furthermore, issues may arise in view of security developments in connection with the performance of maintenance works, construction work, as well as an adverse effect on the supply chain and the availability of components in light of the tensions and the increasing risks in trade routes in the Red Sea, and scaling down of airline activity.  These effects may have an adverse effect on the arrival of equipment and foreign personnel to Israel (including personnel and equipment required to carry out maintenance and construction work in the OPC group’s sites in Israel) and the time frames for their arrivals.

In view of the increasing risks and the security risk that has materialized, the insurance terms and conditions may change to become not as favorable as existing ones and make it difficult or limit the ability to renew insurance policies.  Furthermore, changes in the political conditions in the United States or security or global geopolitical events may also affect OPC’s operations.activities, including due to changes in natural gas and energy prices or government policies in the field of energy.

Pandemics (such as COVID-19) may make governments impose restrictions on trade and movement and restrictions on business activity, whose effects might be felt across the coronavirus.

Most of OPC-Rotem’s and the OPC Hadera’s operations employeesOPC-Hadera’s workers are employed through aunder collective agreement. Collectiveagreements. The collective agreements may reduce managerial flexibilityrestrict OPC’s management’s ability to conduct operations in a flexible manner, and imposemay lead to additional costs to OPC. Furthermore, difficulty with renewal of the collective agreements or any related labor disputes might have an adverse effect on OPC.OPC’s activity in Israel and its operating results. For further information on these collective agreements, see “Item 4.B Business Overview—Our Businesses—OPC—OPC’s Description of Operations—Employees.”

OPC uses information technology systems, telecommunications and data processing systems to operate its businesses and relies on the accuracy, availability and security of information technology systems for data processing, storage and reporting. In recent years, cyber security attacks of security systems have increased globally and OPC could be exposed to such attacks, which may harm its business and operations or result in reputational damage. These attacks are becoming more sophisticated, and may be perpetrated by computer hackers, cyber terrorists or other perpetrators of corporate espionage. Given the security risks in Israel and the industry in which OPC operates, it may be particularly susceptible to cyber security attacks.businesses.

If a cyber-attack occurs,Although OPC may notis taking actions to enhance protection against cyber events in its organizational networks and power plants, it is uncertain how much OPC would be able to prevent any cyber-attacks or damage to OPC’s IT and data systems. Such physical, technical, or logical damage to the administrative and/or operational systems, for any reason whatsoever, might expose OPC to harm on its information systems and any such attack could have a significant effect on OPC’s operations. Cyber security attacks could include malicious software (malware), attempts to gain unauthorized access to data, social media hacks and leaks, ransomware attacks, remote control and shutdown of critical systems, and other electronic security breaches of OPC’s information technology systems and its power plant facilities as well as the information technology systems of its customers and other service providers that could lead to disruptions in criticalOPC’s electricity production and supply, in OPC’s IT systems, unauthorized release, misappropriation, corruption or loss of data or confidential information. Furthermore, damage to such systemsin OPC’s reputation and may also result in service delaysdata theft or interruptions to OPC’s ability to provide electricity to its customers.leaks (including private information). In addition, any system failure, accident or security breach could result ina lack of compatibility between IT systems, management and business disruption, unauthorized access to, or disclosuredepartments and the existence of customer or personnel information, corruptiontechnological gaps, increase cyber risks. The fact that OPC is an Israeli company puts it at a higher risk of OPC’s data or of itscyber-attacks. In the event that a major cyber-attack against OPC occurs and is not prevented by the defense systems, reputational damage or litigation. OPCthis may also be required to incur significant costs to protect against or repair the damage caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems, implementing additional threat protection measures, providing modifications to our services, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties. These cyber security threats are constantly evolving. OPC, therefore, remains potentially vulnerable to additional known or yet unknown threats, as in some instances, OPC and its customers may be unaware of an incident or its magnitude and effects. Should OPC experience a cyber-attack, this could have a material adverse effect on OPC’s operations and reputation. In addition, OPC may incur costs to protect itself against damage to its reputation, business, financial conditionIT systems and to recover from such damage, including, for example, a system recovery, protection against any legal actions or results of operations.compensation to affected third parties.

OPC is involved in various litigation proceedings, and may be subject to future litigation proceedings, which could have adverse consequences on its business, see Note 19note 18 to our financial statements included in this annual report.

LitigationLegal disputes, litigation and/or regulatory proceedings are inherently unpredictable (including against regulatory entities such as Israel Independent System Operator Ltd., a system management company (“Noga”), the IEC, Israel Tax Authority, or ILA), and excessive verdictsoutcomes may occur.be materially different from the parties’ expectations. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect OPC’s ability to conduct its business and may have a material adverse effect on OPC’s financial condition and results of operations. In addition, such investigations, claims and lawsuits could involve significant expense and diversion of OPC’s management’s attention and resources from other matters, each of which could also have a material adverse effect on its business, financial condition, results of operations or liquidity.

Furthermore, OPC’s activities are subject to environmental, safety and business licensing laws and regulations including those that seek to regulate noise pollutionchange regularly. Legislative changes and emission of contaminants to treat hazardous materials. If stricter regulatory requirements are imposed on private electricity producers environmental standards may affect OPC’s operations and facilities and its costs. Deficiencies and/or if OPC does not complynon-compliance with  such requirements,environmental and safety laws and regulations, this couldthe terms of permits and licenses granted to OPC thereunder might expose OPC and its management to criminal and administrative sanctions, including the imposition of penalties and sanctions, issuance of closure orders to facilities, and expenses relating to cleaning and remediation of environmental damages, which might have an adverse effect on OPC’sthe operations and operating results and activity. Furthermore, stricter regulatory requirements could require material expenditures or investments byof OPC.

Projects under construction or development involve specific risks in addition to general or industry-specific risks, including future projects, in particular because it owns projects at a development stage. Constructing and developingTzomet which has only recently begun operations. The construction of a power station project entails certainplant involves a range of construction risks, such as:

Such development and construction risks may affect the construction costs and project budget, the schedules for construction completion and potential delays. Such risks are also relevant for similar projects in delaysother geographic regions, including the regions in which CPV operates. The materialization of any such construction risks may, among other things, adversely impact OPC’s operating results and operations due to an increase in construction expenses compared to the projected budget, impair the contractor’s ability to complete the project or pay compensation to OPC in respect of an inability to complete the project.project, or cause delays in the project, loss of profits due to the delays in the completion of the project and its commercial operation, compensation to customers, non-compliance with commitments to third parties in terms of schedule or cancellation of the projects and loss of investments in OPC. In addition, the provisions regarding the compensation of OPC by construction contractors for under-performance of the power plants and for the delay is normally capped. Therefore, there is no certainty that OPC will be able to receive full compensation for direct and indirect damages it sustains.

In recent years,The policies of governments where the Israeli government’s policy has beenOPC group operates is to open the electricity market to competitioncompetition. In Israel, such a policy reduces the IEC’s market share in the generation and supply segment, it has and may further lead to encourage the entry of private electricity producers. This policy has increasedan increase in the number of private electricity producers increasing the level ofand intensify competition in the privateIsraeli electricity generation and supply market, which may have an adverse effect on OPC’s business.

OPC has a small number of material customers, that purchase a significant portion of OPC’s output under PPAs that account for a substantial percentagecharacterized by high consumption rates of the anticipated revenue of itstotal generation companies. OPC’s top two customers represented approximately 42% of its revenuescapacity in 2020; therefore,Israel. OPC’s revenues from theelectricity generation of electricityin Israel are highly sensitive to the consumption by significantof material customers. Therefore, shouldexpiration of an agreement with a material customer or where there be a decrease inis no or lower demand for electricity from OPC’s significant customersby a material customer or should such customerswhere a material customer does not fulfill theirfulfil its obligations including payment default by failingsuch customer or disputes, or where OPC fails to make paymentsfulfill its obligations to OPC, OPC’s revenues could be significantly affected.

There is no certainty that OPC will be able to renew agreements with its material customers, and there is no certainty as to the terms of operations. In January 2018, a shareholder of the ORL Group filed a claim against,such agreements if they are renewed (due to, among others, increased the competition in the market in which OPC regarding certain gas purchase transactions. If this suit operates). In addition, OPC is exposed to collection risks and/or related considerations impacts OPC’s ability to do businessconsumption risks in connection with the ORL Group or other related parties, or if OPC were to otherwise lose these significant customers, this could impact OPC’s business and results of operations.material customers.

Furthermore, OPC-Hadera is dependent on Hadera Paper’sInfinya’s consumption of steam. If such consumption ceases, it could have a material effect on the ability to benefit from the arrangements set for electricity producers using cogeneration technology.

A failure to anticipate the electricity consumption profile of OPC’s operationscustomers, including its material customers, and OPC-Hadera’s classificationan increase of such consumption over the production capacity of OPC’s production facilities and power plants and tariffs may adversely affect OPC’s power plants and tariffs and may impair OPC’s profitability. In addition, OPC is exposed to the financial strength of the System Operator.

OPC’s power generation activity depends on regular supply of fuels (natural gas or diesel fuel). Fuel shortages and disruptions of the supply or transmission of natural gas, including an increase in prices as a cogenerationresult of the foregoing, may disrupt the electricity producer (which entails certain benefits)generation activity and consequently adversely affect OPC’s operating results. A continued interruption to the supply of natural gas would require OPC to generate electricity by using an alternative fuel as far as possible (in Israel, the main alternative fuel is diesel fuel). For further information onDue to the EA’s interpretive approach to regulations relatingof compensation of operators in the event of shortages of natural gas in Israel,  as applicable to cogeneration electricity producers, see “Item 4.B Business Overview—OPC—OPC’s Description of Operations—Regulatory, Environmental and Compliance Matters—Regulatory Framework for Cogeneration IPPs.”OPC-Rotem as opposed to other operators,  OPC-Rotem may not be entitled to compensation in the event it is required to use alternative fuels.

Supplier concentration may exposeFurthermore, in the event of purchases of natural gas in addition to purchases pursuant to existing gas supply agreements of the OPC group companies (for example, for new projects or in the event of maintenance work or suspension of activity of the gas suppliers with whom the agreements are in place, including shutdown or damage due to significant financial credita state of emergency), there is no certainty regarding the price which OPC will be required to pay for the purchase of additional gas or performance risk.alternative gas. The cost of natural gas has a material effect on OPC’s margins.

The Tamar Grouppower plants and generation facilities built or operated by OPC are fully reliant on long-term construction and/or maintenance agreements with suppliers of essential equipment in connection with maintenance and servicing of the power plant and facilities, including the maintenance of generators and gas and steam turbines. In the event of failure to comply with performance targets, or if the key suppliers’ undertakings under the maintenance agreements are breached, their liability in respect of compensation shall be limited in amount, as is generally accepted in agreements of this type. Any disruptions and technical malfunctions in the continued operation, construction and maintenance of the power plants, or any equipment failure might lead to delays in the construction of projects, disruption to electricity generation, shutdowns, loss of income and a decrease in OPC’s sole supplierprofits. The foregoing risks also apply to projects under construction. Furthermore, projects under construction and development depend on construction contractors in all matters pertaining to the completion of gas. If the Tamar Group is unableproject, the project’s performance and OPC’s ability to supply OPCfulfill its undertakings as of the relevant commercial activation dates in accordance with agreements or the regulation applicable to the project. A delay or failure by the construction contractor to meet its gas requirements, this couldundertakings or any other difficulties it faces in the construction of the project, may have a material adverse effect on OPC’s profitability.OPC. Furthermore, OPC has also entered into an agreement with Energean foris dependent upon infrastructure suppliers such as Israel National Gas Lines Ltd. (“INGL”) and the supplyIEC in Israel and on suppliers of electricity and gas infrastructure in the future. Energean’s natural gas reservoirs have been established. In early 2021, Energean notified United States.

The power plants owned by OPC use, and future projects and acquisitions in Israel will use, electricity grid to sell electricity to their customers, and therefore are dependent on the first gas fromIEC (which manages the Karish reservoir is expected to take placetransmission and distribution network) and the System Operator in Israel and on the electrical grid and regulator in the first quarter of 2022. Further to notices issued to OPC in 2020 by Energean claiming “force majeure events” under its agreement, in September 2020, Energean issued an additional notice to OPC claiming force majeure events under its agreement and indicating that it expects flowing of the first gas from the Karish reservoir to take placerelevant operating markets in the second half of 2021. OPC rejected the force majeure contentions under the agreements. As stated in Energean's January 2021 publications, flowing of gas from the Karish reservoir is expected to take place during the fourth quarter of 2021. This projection requires an increase in workforce by Energean in order to be attained, and if such increase is not effected the flowing of gas may be further delayed. In February 2021, as part of issuance of bonds of Energean, Moody’s published a report stating that the full operation of the Karish reservoir may be delayedUnited States. Unavailability or damage to the second quarter of 2022. There is no guarantee thatgrid infrastructures or disruptions in their operations or inadequate supply may damage OPC’s facilities and impair its ability to transmit the gas supply will be available by the stated timeframes or at all.

Furthermore, the power plants owned by OPC use water in their operation, such that a continued water supply malfunction may prevent the operation of the power plants. In this respect, OPC is dependent on Mekorot (the national water company in Israel). The power plants and projects under development are exposed to the system management, regulation of generation sources by the System Operator and prioritization of other generation facilities over those of the Group.

With the acquisition of CPV in January 2021, OPC is subject to risks relating to the regulations applicable to CPV’s business in the United States. Many of the risks relating to OPC’s Israel operations also apply to CPV. Additional risks relating to CPV are indicated below.

As a business operating in the area of electricity generation (gas-fired energy and renewable energy) in the United States, CPV is subject to significantrisks associated with U.S. federal and local regulations and legislation, mainly relating to the U.S. electricity market and natural gas market, including environmental regulations.as well as to regulations affecting U.S. businesses in general. CPV’s activity is exposed to regulatory policies and to changes applicable to markets in which it operates. Such regulations, including the applicable regulatory enforcement policy, may change and could also be affectedimpacted, from time to time, by changes in political and governmental policies at the federal, state and statelocal levels. In addition,As a result, CPV’s resultsprojects may be adversely affected by the enhanced licensing requirements, including public hearings or administrative proceedings in connection with the management of its businesses. For implications regarding CPV’s Valley Title V outstanding process, see “Item 4B Business Overview—Regulatory, Environmental and development projectsCompliance Matters—United States—Permits/licenses required in connection with operational projects.” Regulatory restrictions applicable to CPV’s activity or holdings, or to the holdings in the renewable energy sector are affected by governmental policies (federal and state) relating toCPV Group, or any change in any of the promotion and granting of incentives to renewable energy. Furthermore,above could adversely affect OPC’s activity or results.

In addition, CPV is subject to environmental lawspolicies and regulations, including those that seek to regulate air pollution, disposal of hazardous wastewater and garbage, preservation of vegetation and endangered species and historical sites. CPV’s projects and operations also require certain licenses and permits under environmental and other regulations, which require compliance with their terms, including the renewaldecisions made by Regional Transmission Organizations (“RTO”) or Independent System Operator (“ISO”) of the licenses. A failuremarkets in which it operates or deviation fromexpects to operate. Changes in such policies or decisions may affect active projects (for example, the standards or regulationscapacity prices tenders) and/or non-compliance with the terms of the issued licenses, could have a material adverse effect on CPV’s business, results of operationprojects under development (for example, steps pertaining to interconnection and financial condition and/or prevent advancement of its development projects.

Furthermore, stricteras a business operating in the area of renewable energy and operating to develop projects with carbon capture or utilization of use of hydrogen, CPV’s results and advancement of projects under development in this area are impacted by governmental policies (federal and state) relating to encouragement and incentivizing of renewable energy and carbon capture, as well as from the various permits required for such projects, including regulatory requirements could require material expenditurespermits. In case such incentives are minimized or investments by CPV.revoked, such change will adversely affect the profitability of such projects.

CPV’s activities are subject to market risks, including inflation and price fluctuations, primarily themainly related to prices of electricity, natural gas, emission allowances and certificates for renewable energy (REC—Renewable Energy Credits, as well asCertificates (the “RECs”). In addition, the CPV Group is exposed to fluctuations in the index pricesprice indices associated with the projects’ hedging agreements that have been entered into by certain CPV projects. CPV’sagreements. The projects generallymay enter into commodity prices hedgeprice hedging agreements to reducemitigate some of the exposure to price fluctuations and/or to assureensure minimum cash flows as an inherent part of the activities. However, such hedge agreementshedging arrangements may not ultimately assurealways be available (or may be on non-profitable terms, involving high costs or strict requirements for collateral) and may not provide full protection, against price fluctuations, including fluctuations due to, among other things, hedging less than the total amount of electricity being sold, the delivery point or prices in the hedge agreement being different than the delivery points in CPV’sthe CPV Group’s project operations, and may create obligations whether or not the underlying facility is either operating or available. In addition, hedging agreements may not be renewed or may be renewed on different terms and conditions and/or the hedge agreementscounterparty may not being renewed on favorable termsfulfill its financial obligations due to financial distress or at all. Also, once theseother factors.  Hedging may also offset the energy margins of the CPV Group as a result of market conditions and hedging arrangements expire,conditions.

In addition, the CPV Group is exposed to changes in the capacity payments which are determined by auctions in the operating markets and to changes in the methodology of the capacity auctions, and there is no assurance that the projects of the CPV Group will be cleared at the auctions as well as no assurance to the results of the auctions or the capacity payments which may vary according to market terms.

Local, national or global disasters, terrorist attacks, catastrophic failure of infrastructure on which the CPV Group’s facilities depend (such as gas pipeline system, RTO or ISO systems) and other extreme events, pose a threat to the CPV Group’s facilities and to their operation. Disasters and terrorist attacks (including global disasters and attacks) may affect third parties with which CPV collaborates in a manner that will also have an impact on its financial results. In addition, such events may affect the ability of the CPV Group’s personnel to meet the operation and maintenance agreement it entered for the operation and maintenance of the facilities or to perform additional tasks necessary for their operation. Disasters and terrorist attacks  may also disrupt capital market and financial market activity and, consequently, the CPV Group’s ability to raise financing for its activity and transact with financial entities.

Severe weather conditions, natural disasters and other natural phenomena (such as hurricanes, and tornadoes)tornadoes or severe rain/snow events) could adversely affect CPV's activitiesthe CPV Group’s profits, operations and its financial condition and results of operation.results. Such severe weather conditions could also affect suppliers and the pipelines that supplysupplying natural gas to natural gas-poweredgas-fired facilities. Furthermore,In addition, severe weather conditions could cause damage to CPV’s facilities, increasedincrease repair costs and result in loss of revenue if CPV fails to supply electricity to the markets in which it operates.operates or exposes the CPV Group to capacity penalties in PJM or ISO-NE and liquidated damages to counterparties. To the extent that these losses are not covered by CPV’sthe CPV Group’s insurance or are not recovered by CPV through the price of electricity theyprices, this could have a materialmaterially adverse effect on CPV’s business,the financial condition, results, of operationoperating results and cash flows.flows of the CPV Group.

ZIM’s principal operations are in the container shipping market and ZIM is significantly dependent on conditions in this market, which are for the most part beyond its control. For example, ZIM’s results in any given period are substantially impacted by supply and demand in the container shipping market, which impacts freight rates, bunker prices, and the prices ZIM pays under the charters for its vessels. Unlike some of its competitors, ZIM does not own any ports or similar ancillary assets.assets (except for minority ownership rights in a company operating a terminal in Tarragona, Spain, which is currently in the process of winding down). Due to ZIM’s relative lack of diversification, an adverse development in the container shipping industry would have a significant impact on ZIM’s financial condition and results of operations.

The container shipping industry is dynamic and volatile and has been marked in recent years by instability and uncertainties as a result of global economic crises and the many conditions and factors that affect supply and demand in the shipping industry, which include:

•          global and regional economic and geopolitical trends, including armed conflicts (such as in the Middle East and between Russia and Ukraine), terrorist activities, embargoes, strikes, inflation rates, climbing interest rates, trade wars and trade wars;the short- and long-term impacts of the COVID-19 or other pandemics on the global economy;

•          the global supply of and demand for commodities and industrial products globally and in certain key markets, such as China;

•          developments or disturbances in international trade, including the imposition of tariffs, the modification of trade agreements between states and other trade protectionism (for example, in the U.S.-China trade);

•          currency exchange rates;

•          prices of energy resources;resources, including vessel fuels and marine LNG;

•          environmental and other regulatory developments;

•          changes in seaborne and other transportation patterns;

•          changes in the shipping industry, including mergers and acquisitions, bankruptcies, restructurings and alliances;

•          changes in the infrastructure and capabilities of canals, ports and terminals;

•          weather conditions;

•          outbreaks of diseases, including the COVID-19 pandemic; and

•          development of digital platforms to manage operations and customer relations, including billing and services.

As global trends continue to change, it remains difficult to predict their impact on the container shipping industry and on ZIM’s business. If ZIM is unable to adequately predict and respond to market changes, they could have a material adverse effect on itsZIM’s business, financial condition, results of operations and liquidity.

The global COVID-19 pandemic has created significant business disruptions and adversely affected ZIM’s business and is likely to continue to create significant business disruptionsoperating results have been, and adversely affect its business in the future.

Moreover, the war between Israel and Hamas, military conflicts in the Middle East and the war between Russia and Ukraine may adversely affect the global supply chain and the maritime shipping industry. In addition,response to the Houthis’ attacks in the Red Sea, several of ZIM’s competitors have also re-routed their services, leading to longer voyage schedules and higher costs of operations. Further, these military conflicts have led and may continue to lead to a decline in the financial markets and to a rise in energy prices. The continued conflicts impede the global flow of goods, and could result in product and food shortages, could harm economic growth and could place more pressure on already rising inflation. Furthermore, freight movement and supply chains in the Red Sea, Ukraine and neighboring countries have been, and may continue to be, significantly disrupted. Economic sanctions levied on Russia, Iran, Hamas and its leaders and on Russian oil and oil products may cause further global economic downturns, including additional increases in bunker costs. A further deterioration of the current conflicts or other impactsgeopolitical instabilities may cause global markets to plummet, affect global trade, increase bunker prices and may have a material adverse effect on ZIM’s business a financial condition, results of operations and liquidity.

Currently, global demand for container shipping is highly volatile across regions and remains subject to downside risks stemming mainly from factors such as reduction in consumption, the geopolitical situation, increase of interest rates, possible long term effects of the COVID-19 pandemic, could havesevere hits to the effectGDP growth of heightening many of the other risk factors disclosed herein.both advanced and developing countries, fiscal fragility in advanced economies, high sovereign debt levels, highly accommodative macroeconomic policies and persistent difficulties accessing credit.

These strategic cooperation agreements and other arrangements, if ZIM chooses to enter into them with other carriers, could also reduce ZIM’s flexibility in decision making in the covered trade zones, and ZIM is subject to the risk that the expected benefits of the agreements may not materialize. Furthermore, in the rest of the trade zones in which the 2M Alliance operates, as well as in other trade zones in which other alliances operate, ZIM is still unable to benefit from the economies of scale that many of its competitors are able to achieve through participation in strategic arrangements (i.e., strategic alliances or operational agreements). If ZIM is not successful in expanding or entering into additional operational partnerships which are beneficial to it, this could adversely affect its business. In addition, ZIM’s status as an Israeli company has limited, and may continue to limit, its ability to call on certain ports and has therefore limited, and may continue to limit, its ability to enter into alliances or operational partnerships with certain shipping companies.

ZIM’s operations are exposed to the risk of increased trade protectionism. Governments may use trade barriers in an effort to protect their domestic industries against foreign imports, thereby further depressing demand for container shipping services. In recent years, increased trade protectionism in the markets that ZIM accesses and serves, particularly in China, where a significant portion of ZIM’sits business originates, has caused, and may continue to cause, increases in the cost of goods exported and the risks associated with exporting goods as well as a decrease in the quantity of goods shipped. In November 2020 China and 15 additional 15 countries in the Asia-Pacific region entered into the largest free trade pact, the RCEP Regional Comprehensive Economic Partnership), which is expected to strengthen China’s position on trade protectionism related matters. China’s import and export of goods may continue to be affected by trade protectionism, specifically the ongoing U.S.-China trade dispute, which has been characterized by escalating trade barriers between the U.S. and China as well as trade relations among other countries. These risks may have a direct impact on demand in the container shipping industry. WhileIn January 2020 China and the U.S. reached an agreement was reachedaimed at easing the trade war. However, tensions between China and the U.S. in January 2020 aimed at easing the trade war,continue, and there can beis no assurance that therefurther escalation will not be any further escalation.avoided.

The U.S. administration has advocated greater restrictions on trade generally and significant increases on tariffs on certain goods imported into the United States, particularly from China and has taken steps toward restricting trade in certain goods. The U.S. has imposed significant amounts of tariffs on Chinese imports since 2018. China and other countries have retaliated in response to new trade policies, treaties and tariffs implemented by the United States. China has imposed significant tariffs on U.S. imports since 2018. Such trade escalations have had, and may continue to have, an adverse effect on manufacturing levels, trade levels and specifically, may cause an increase in the cost of goods exported from Asia Pacific and the risks associated with exporting goods from the region. Such increases may also affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs. Further, increased tensions may adversely affect oil demand, which would have an adverse effect on shipping rates. They could also result in an increased number of vessels sailing from China with less than their full capacity being met. These restrictions may encourage local production over foreign trade which may, in turn, affect the demand for maritime shipping. In addition, there is uncertainty regarding further trade agreements such as with the EU, trade barriers or restrictions on trade in the United States. Any increased trade barriers or restrictions on trade may affect the global demand for ZIM’s services and could have a material adverse effect on ZIM’s business, financial condition and results of operations.

A government of the jurisdiction where one or more of ZIM’s vessels are registered, as well as a government of the jurisdiction where the beneficial owner of the vessel is registered, could requisition for title or seize ZIM’s vessels. Requisition for title occurs when a government takes control of a vessel and becomes its owner. A government could also requisition ZIM’s vessels for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Requisitions generally occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. ZIM would expect to be entitled to compensation in the event of a requisition of one or more of itsZIM’s vessels; however, the amount and timing of payment, if any, would be uncertain and beyond ZIM’sits control. For example, ZIM’s chartered-in and owned vessels, including those that do not sail under the Israeli flag, may be subject to control by Israeli authorities in order to protect the security of, or bring essential supplies and services to, the State of Israel. Government requisition of one or more of ZIM’s vessels may result in a prepayment event under certain of ZIM’s credit facilities, and could have a material adverse effect on its business, financial condition and results of operations.

The shipping industry is subject to extensive regulation that changes from time to time and that applies in the jurisdictions in which shipping companies are incorporated, the jurisdictions in which vessels are registered (flag states), the jurisdictions governing the ports at which vessels call, as well as regulations by virtue of international treaties and membership in international associations. As a global container shipping company, ZIM is subject to a wide variety of international, national and local laws, regulations and agreements. As a result, ZIM is subject to extensive government regulation and standards, customs inspections and security checks, international treaties and trade prohibitions and sanctions, including laws and regulations in each of the jurisdictions in which itZIM operates, including those of the State of Israel, the United States, the International Safety Management Code, or the ISM Code, and the European Union. Such extensive regulation could also become more and more restrictive or less permissive from time to time, such as, for example, the OSRA enactment and the non-renewal of maritime block exemptions for operational agreements between carriers. See below, “—ZIM is subject to competition and antitrust regulations in the countries where ZIM operates, has been subject to antitrust investigations by competition authorities in the past and may be subject to antitrust investigations in the future. Moreover, ZIM relies on applicable competition exemptions for operational agreement with other carriers, and the revocation of these exemptions could negatively affect ZIM’s business and ability to conduct ZIM’s business.”

Any violation or alleged violation of such laws, regulations, treaties and/or prohibitions could have a material adverse effect on ZIM’s business, financial condition, results of operations and liquidity and may also result in the revocation or non-renewal of ZIM’s “time-limited” licenses. Furthermore, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, administers certain laws and regulations that impose restrictions upon U.S. companies and persons and, in some contexts, foreign entities and persons, with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of such sanctions laws and regulations. Similar sanctions are imposed by the European Union and the United Nations. Under economic and trading sanction laws, governments may seek to impose modifications to business practices, and modifications to compliance programs, which may increase compliance costs, and may subject usZIM to fines, penalties and other sanctions. For additional information, see “Item 4.B—Business Overview—Our Businesses—ZIM—ZIM’s Regulatory Matters.”

ZIM is subject to competition and antitrust regulations in each of the countries where itZIM operates. In mostsome of the jurisdictions in which ZIM operates, operational partnerships among shipping companies are generally exempt from the application of antitrust laws, subject to the fulfillment of certain exemption requirements. However, it is difficult to predict whether existing exemptions or their renewal will be affected in the future. In August 2020, ZIM’s board of directors adopted a comprehensive new antitrust compliance plan, which included the adoption of a global policy as well as mandatory periodic employee trainings. ZIM is a party to numerous operational partnerships and views these agreements as competitive advantages in response to the market concentration in the industry as a result of mergers and global alliances. An amendment to or a revocation of any of the exemptions for operational partnerships that ZIM relies on could negatively affect itsZIM’s business and results of operations. In recent years, a number ofSpecifically, Commission Regulation (EC) No 906/2009, or the Consortia Block Exemption Regulation, or CBER), exempts certain cooperation agreements in the liner shipping companies,sector (such as operational cooperation agreements), from the prohibition on anti-competitive agreements contained at Article 101 of the Treaty on the Functioning of the European Union, or TFEU. In October 2023, the EU competition authority, or the DG Competition, announced its intention not to renew the CBER following its expected expiry in April 2024. A similar decision was made by the United Kingdom’s Competition and Markets Authority (CMA) not to enact a UK block exemption that would replace the CBER following Brexit. Although ZIM currently does not believe this will have a material impact on its operations as currently conducted, the non-renewal of the block exemption regulation in the EU and UK is expected to increase legal costs and legal uncertainty and delay the implementation of operational cooperation agreements between carriers, thus potentially limiting ZIM’s ability to enter into cooperation arrangements with other carriers. In addition, the non-renewal of the existing CBER raises concerns of a “domino effect” for the non-renewal or the shortening of the effective period of similar block exemption regulations in other jurisdictions (similarly to the UK). Any of the above could adversely affect ZIM’s business, financial condition and results of operations.

The U.S. Foreign Corrupt Practices Act, or the Block Exemption Regulation, exempts certain cooperation agreements (such as operational cooperation agreements, VSA (vessel sharing agreements), SCA (slot chartering agreements)FCPA, and slot swap agreements)similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons around the liner shipping sector fromworld for the prohibitionpurpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. ZIM’s anti-bribery and anti-corruption compliance plan mandates compliance with these anti-bribery laws, establishes anti-bribery and anti-corruption policies and procedures, imposes mandatory training on anti-competitive agreements contained at Article 101its employees and enhances reporting and investigation procedures. ZIM operates in many parts of the Treaty onworld that are recognized as having governmental and commercial corruption. ZIM cannot provide assurance you that ZIM’s internal control policies and procedures will protect it from reckless or criminal acts committed by its employees or third party intermediaries. In the Functioningevent that ZIM believes or has reason to believe that its employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, ZIM may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions or to avoid the European Union,appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or TFEU. Ifindirectly engaging in certain types of businesses, the Block Exemption Regulation is not extendedloss of business permits or other restrictions which could disrupt its terms are amended, this couldbusiness and have ana material adverse effect on ZIM’s business, financial condition, results of operations or liquidity.

International container shipments are subject to security and customs inspection and related procedures in countries of origin, destination, and certain transshipment points. These inspection procedures can result in cargo seizures, delays in the shipping industryloading, offloading, transshipment, or delivery of containers, and limitthe levying of customs duties, fines or other penalties against ZIM as well as damage to ZIM’s abilityreputation. Changes to enter into cooperation arrangements with other shipping companies, whichexisting inspection and security procedures, including as a result of political or public pressure, could adversely affectingimpose additional financial and legal obligations on ZIM or its customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on ZIM’s business, financial condition and results of operations.

ZIM’s operations are subject to international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which its vessels operate or are registered relating to the protection of the environment. Such requirements are subject to ongoing developments and amendments and relate to, among other things, the storage, handling, emission, transportation and discharge of hazardous and non-hazardous substances, such as sulfur oxides, nitrogen oxides and the use of low- sulfur fuel or shore power voltage, and the remediation of contamination and liability for damages to natural resources. ZIM is subject to the International Convention for the Prevention of Pollution from Ships (including(or, MARPOL Convention, including designation of Emission Control Areas thereunder), the International Convention for the Control and Management of Ships Ballast Water & Sediments, the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea of 1996, the Oil Pollution Act of 1990, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the U.S. Clean Water Act (CWA), and National Invasive Species Act (NISA), among others. Compliance with such laws, regulations and standards, where applicable, may require the installation of costly equipment, make ship modifications or operational changes and may affect the useful lives or the resale value of ZIM’s vessels.

ZIM is also subject to U.S. regulations with respect to ballast water discharge. Although the 2013 Vessel General Permit (VGP) program and The National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (VIDA), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, by December 2020. EPA published a notice of proposed rulemaking–- Vessel Incidental Discharge National Standards of Performance for public comment on October 26, 2020. The comment period closed on November 25, 2020. A supplemental notice of proposed rulemaking was issued on October 18, 2023. The comment period for this proposal closed on December 18, 2023. VIDA requires the U.S. Coast Guard to develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years of the EPA’s publication of proposed rulemaking. All provisions of the 2013 VGP will remain in force and effect until the USCG regulations under VIDA are finalized. Furthermore, ZIM is also subject, and may be subject in the future, to local or state ballast regulation. For example, on January 1, 2022, new ballast water management requirements entered into effect in California. State enacted requirements may include more stringent standards than the proposed requirements and standards set forth by the EPA and U.S. Coast Guard. New federal and state regulations could require the installation, or further improvement of already installed ballast management systems, or place new requirements and standards which may cause ZIM to incur substantial costs.

ZIM is subject to numerous data privacy laws, in particularincluding Israeli privacy laws and the European Union’s General Data Protection Regulation (2016/679), or the GDPR, which relates to the collection, use, retention, security, processing and transfer of personally identifiable information about ZIM’s customers and employees in the countries where ZIM operates. ZIM has also been certified as compliant with ISO27001 in Israel (information security management standard) and ISO27701 (extension to the information security management standard).

The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data. Although ZIM is generally a business that serves other businesses (B2B), itZIM still processesprocess and obtainsobtain certain personal information relating to individuals, and any failure by itZIM to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against ZIM, which could subject itZIM to significant fines, penalties, judgments and negative publicity.

ZIM is incorporatedemploys, directly and its headquarters are located in Israelindirectly, approximately 6,460 employees around the globe (including contract workers) as of December 31, 2023. ZIM, ZIM’s subsidiaries, and the majority of its key employees, officers and directors are residents of Israel. Additionally, the terms of the Special State Share require ZIM to maintain its headquarters and to be incorporated in Israel, and to have its chairman, chief executive officer and a majority of its board members be Israeli. As an Israeli company,independent agencies with which ZIM has relatively high exposure, compared to manyagreements could experience strikes, industrial unrest or work stoppages. Several of its competitors, to actsZIM’s employees are members of terror, hostile activities including cyber-attacks, security limitations imposed upon Israeli organizations overseas, possible isolation by various organizations and institutions for political reasons and other limitations (such as restrictions against entering certain ports). Political, economic and military conditions in Israel may directly affect ZIM’s business and existing relationships with certain foreign corporations, as well as affect the willingness of potential partners to enter into business arrangements with ZIM. Numerous countries, corporations and organizations limit their business activities in Israel and their business ties with Israeli-based companies. ZIM’s status as an Israeli company may limit its ability to call on certain ports and therefore could limit its ability to enter into alliances or operational partnerships with certain shipping companies, which has historically adversely affected its operations and its ability to compete effectively within certain trades. In addition, ZIM’s status as an Israeli company may limit its ability to enter into alliances that include certain carriers who are not willing to cooperate with Israeli companies.

Changes in the laws and regulations affecting public companies could result in increased costs to ZIM as ZIM responds to such changes. These laws and regulations could make it more difficult or more costly for ZIM to obtain certain types of insurance, including director and officer liability insurance, and ZIM may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage, including increased deductibles. The impact of these requirements could also make it more difficult for ZIM to attract and retain qualified persons to serve on ZIM’s Board of Directors, ZIM’s board committees or as executive officers. ZIM cannot predict or estimate the amount or timing of additional costs ZIM may incur in order to comply with such requirements. Any armed conflict involving Israelof these effects could adversely affect ZIM’s business, financial condition and results andof operations.

The State of Israel holds a Special State Share in ZIM, which imposes certain limitations on itsZIM’s operating and managing activities and could negatively affect itsZIM’s business and results of ourZIM’s operations. These limitations include, among other things, transferability restrictions on ZIM’s share capital, restrictions on itsZIM’s ability to enter into certain merger transactions or undergo certain reorganizations and restrictions on the composition of its boardZIM’s Board of directorsDirectors and the nationality of itsZIM’s chief executive officer, among others.

Because the Special State Share restricts the ability of a shareholder to gain control of ZIM, the existence of the Special State Share may have an anti-takeover effect and therefore depress the price of itsZIM’s ordinary shares or otherwise negatively affect itsZIM’s business and results of operations. In addition, the terms of the Special State Share dictate that ZIM maintains a minimum fleet of 11 whollywholly-owned seaworthy vessels. As of March 1, 2024, ZIM owned seaworthy14 vessels.

ZIM’s board of directors has adopted a dividend policy, which was recently amended in August 2022, to distribute a dividend to ZIM’s shareholders on a quarterly basis at a rate of 30% of the Special State Share,net quarterly income of each of the first three fiscal quarters of the year, while the cumulative annual dividend amount to be distributed by ZIM (including the interim dividends paid during the first three fiscal quarters of the year) will total 30-50% of the annual net income, all subject to ZIM’s board of directors absolute discretion at the time of any such distribution, and ifthe satisfaction of the applicable relevant tests under the Israeli Companies law at the time of these distributions. ZIM would want to disposepaid a cash dividend of such vessels, it would need to obtain consent from the Stateapproximately $769 million, or $6.40 per ordinary share on April 4, 2023. ZIM has not distributed additional dividends since April 2023. During 2022, ZIM paid cash dividends of Israel.approximately $3.30 billion. During 2021, ZIM paid a special cash dividend of approximately $237 million, and a cash dividend of approximately $299 million.

Furthermore, although there are no contractual restrictions on any salesAny dividends must be declared by ZIM’s board of directors, which will take into account various factors including ZIM’s profits, ZIM’s investment plan, ZIM’s financial position and additional factors it deems appropriate. While ZIM initially intends to distribute 30–- 50% of ZIM’s shares by its controlling shareholders, if Idan Ofer’s ownership interest in Kenon is less than 36%, or Idan Ofer ceasesannual net income, the actual payout ratio could be anywhere from 0% to be the controlling shareholder, or sole controlling shareholder50% of Kenon, then Kenon’s rights with respect to its shares in ZIM (e.g., Kenon’s right to voteZIM’s net income, and receive dividends in respect of its ZIM shares) will be limited to the rights applicable to an ownership of 24% of ZIM, until or unless the State of Israel provides its consent, or does not object to, this decrease in Idan Ofer’s ownership or “control” (as defined in the State of Israel consent received by IC in connection with the spin-off). The State of Israel may also revoke Kenon’s permit if there is a material change in the facts upon which the State of Israel’s consent was based, upon a breach of the provisions of the Special State Share by Kenon, Mr. Ofer, or ZIM, or if the cancellation of the provisions of the Special State Share with respect to a person holding shares in ZIM contrary to the Special State Share’s provisions apply (without limitation). For further informationfluctuate depending on the Special State Share, see “Item 4.B Business Overview—Our Businesses—ZIM—ZIM’s Special State Share.”

ZIM’s ability to satisfy its indemnification obligationpay dividends is limited by Israeli law, which permits the distribution of dividends only out of distributable profits and only if there is no reasonable concern that such distribution will not be impaired in the future.prevent ZIM from meeting ZIM’s existing and future obligations when they become due.

Our ordinary shares are listed on each of the NYSE and the TASE. Trading of our ordinary shares therefore takes place in different currencies (U.S. Dollars on the NYSE and New Israeli Shekels on the TASE), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Israel). The trading prices of our ordinary shares on these two markets may differ as a result of these, or other, factors. Any decrease in the price of our ordinary shares on either of these markets could also cause a decrease in the trading prices of our ordinary shares on the other market.

Any dividends are also subject to legal limitations. Under Singapore law and our constitution,Constitution, dividends, whether in cash or in specie, must be paid out of our profits available for distribution. The availability of distributable profits is assessed on the basis of Kenon’s standalone unconsolidatedstand-alone accounts (which are based upon the Singapore Financial Reporting Standards or the SFRS)(the “SFRS”)). We may incur losses and we may not have sufficient distributable income that can be distributed to our shareholders as a dividend or other distribution in the foreseeable future. Therefore, we may be unable to pay dividends to our shareholders unless and until we have generated sufficient distributable reserves. Accordingly, it may not be legally permissible for us to pay dividends to our shareholders. As a result, if we do not declare dividends with respect to our ordinary shares, a holder of our ordinary shares will only realize income from an investment in our ordinary shares if there is an increase in the market price of our ordinary shares. Such potential increase is uncertain and unpredictable.

Under Singapore law, it is possible to effect either a court-free or court-approved capital reduction exercise to return cash and/or assets to our shareholders. Further, the completion of a court-free capital reduction exercise will depend on whether our directors are comfortable executing a solvency statement attesting to our solvency, as well as whether there are any other creditor objections raised (in the event that we have creditors other than IC).raised. We have completed capital reduction exercises in connection with the distribution of our Tower shares and the cash distribution in March 2018,some prior distributions, but there is no assurance that we will be able to complete further capital reductions in the future.

The ordinary shares are, and any cash dividends or other distributions to be declared in respect of them, if any, will be denominated in U.S. Dollars. For example, in 2020,every year between 2018 and 2023, we distributed approximately $120 million inhave made cash distributions to our shareholders. Although a significant percentage of our shareholders hold their shares through the TASE, the dividendeach of these distributions was denominated in U.S. Dollars. Shareholders whose principal currency is not the U.S. Dollar are exposed to foreign currency exchange rate risk. Any depreciation of the U.S. Dollar in relation to such foreign currency will reduce the value of such shareholders’ ordinary shares and any appreciation of the U.S. Dollar will increase the value in foreign currency terms. In addition, we will not offer our shareholders the option to elect to receive dividends, if any, in any other currency. Consequently, our shareholders may be required to arrange their own foreign currency exchange, either through a brokerage house or otherwise, which could incur additional commissions or expenses.

We are incorporated under the laws of Singapore and, as such, will be considered a “foreign private issuer” under U.S. securities laws. Although we will be subject to the reporting requirements of the Exchange Act, the periodic and event-based disclosure required of foreign private issuers under the Exchange Act is different from the disclosure required of U.S. domestic registrants. Therefore, there may be less publicly available information about us than is regularly published by or about other public companies in the United States. We are also exempt from certain other sections of the Exchange Act that U.S. domestic registrants are otherwise subject to, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. In addition, insiders and large shareholders of ours are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and are not obligated to file the reports required by Section 16 of the Exchange Act.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the NYSE’s rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe the equivalent home country requirement. For example, foreign private issuers are permitted to follow home country practice with regard to director nomination procedures and the approval of compensation of officers.

In addition, we are not required to maintain a board comprised of a majority of independent directors and a fully independent nominating and corporate governance committee. We generally seek to apply the corporate governance rules of the NYSE that are applicable to U.S. domestic registrants that are not “controlled” companies. However, we do not fully comply such rules; for example, we do not have a fully independent nominating and corporate governance committee. We may, in the future, decide to rely on other foreign private issuer exemptions provided by the NYSE and follow home country corporate governance practices in lieu of complying with some or all of the NYSE’s requirements.

Following our home country governance practices, as opposed to complying with the requirements that are applicable to a U.S. domestic registrant, may provide less protection to you than is accorded to investors under the NYSE’s corporate governance rules. Therefore, any foreign private exemptions we avail ourselves of in the future may reduce the scope of information and protection to which you are otherwise entitled as an investor.

We are incorporated under the laws of Singapore and certain of our officers and directors are or will be residents outside of the United States. Moreover, most of our assets are located outside of the United States. Although we are incorporated outside of the United States, we have agreed to accept service of process in the United States through our agent designated for that specific purpose. Additionally, for so long as we are listed in the United States or in Israel, we have undertaken not to claim that we are not subject to any derivative/class action that may be filed against us in the United States or Israel, as may be applicable, solely on the basis that we are a Singapore company. However, since most of the assets owned by us are located outside of the United States, any judgment obtained in the United States against us may not be collectible within the United States.

Furthermore, there is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, such thatmatters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would not be automatically enforceable in Singapore. Additionally, there is doubt as to whether a Singapore court would impose civil liability on us or our directors and officers who reside in Singapore in a suit brought in the Singapore courts against us or such persons with respect to a violation solely of the federal securities laws of the United States, unless the facts surrounding such a violation would constitute or give rise to a cause of action under Singapore law. We have undertaken not to oppose the enforcement in Singapore of judgments or decisions rendered in Israel or in the United States in a class action or derivative action to which Kenon is a party. Notwithstanding such an undertaking, it may still be difficult for investors to enforce against us, our directors or our officers in Singapore, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

Our corporate affairs are governed by our constitutionConstitution and by the laws governing corporationscompanies incorporated or, as the case may be, registered in Singapore. The rights of our shareholders and the responsibilities of the members of our board of directors under Singapore law are different from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have more difficulty in protecting their interest in connection with actions taken by our management or members of our board of directors than they would as shareholders of a corporation incorporated in the United States. For information on the differences between Singapore and Delaware corporation law, see “Item 10.B Constitution.Constitution.”

The Singapore Code on Take-overs and Mergers and Sections 138, 139 and 140 of the Securities and Futures Act Chapter 289 of Singapore2001 contain certain provisions that may delay, deter or prevent a future takeover or change in control of our company for so long as we remain a public company with more than 50 shareholders and net tangible assets of $5 million or more. Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on his own or together with parties acting in concert with such person, between 30% and 50% (both inclusive) of our voting shares, and such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, except with the consent of the Securities Industry Council of Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers.

In October 2014, the Securities Industry Council of Singapore waived the application of the Singapore Code on Take-overs and Mergers to the Company, subject to certain conditions. Pursuant to the waiver, for as long as Kenon is not listed on a securities exchange in Singapore, and except in the case of a tender offer (within the meaning of U.S. securities laws) where the offeror relies on a Tier 1 exemption to avoid full compliance with U.S. tender offer regulations, the Singapore Code on Take-overs and Mergers shall not apply to Kenon.

Accordingly, Kenon’s shareholders will not have the protection or otherwise benefit from the provisions of the Singapore Code on Take-overs and Mergers and the Securities and Futures Act to the extent that this waiver is available.

Under Singapore law, we may only allot and issue new shares with the prior approval of our shareholders in a general meeting. Other than with respect to the issuance of shares pursuant to awards made under our Share Incentive Plan 2014 or Share Option Plan 2014, and subject to the general authority to allot and issue new shares provided by our shareholders annually, the provisions of the Companies Act 1967, or the Singapore Companies Act, and our constitution,Constitution, our board of directors may allot and issue new shares on terms and conditions and with the rights (including preferential voting rights) and restrictions as they may think fit to impose. Any such offering may be on a pre-emptive or non-pre-emptive basis. Subject to the prior approval of our shareholders for (i) the creation of new classes of shares and (ii) the (ii) granting to our directors of the authority to issue new shares with different or similar rights, additional shares may be issued carrying such preferred rights to share in our profits, losses and dividends or other distributions, any rights to receive assets upon our dissolution or liquidation and any redemption, conversion and exchange rights. At the annual general meeting (the “AGM”) of shareholders held in 2020, or the 2020 AGM,2023 (the “2023 AGM”), our shareholders granted the board of directors authority (effective until the conclusion of the annual general meeting of shareholders to be held in 2021,2024, or the 20212024 AGM, or the expiration of the period by which the 20212024 AGM is required by law to be held, whichever is earlier) to allot and issue ordinary shares and/or instruments that might or could require ordinary shares to be allotted and issued as authorized by our shareholders at the 20202023 AGM and shareholders will be asked to renew this authority at the 20212024 AGM. Ansonia, our significant shareholder, may use its ability to control to approve a grant of such authority to our board of directors, or exert influence over, our board of directors to cause us to issue additional ordinary shares, which would dilute existing holders of our ordinary shares, or to issue securities with rights and privileges that are more favorable than those of our ordinary shareholders. There are no statutory pre-emptive rights for new share issuances conferred upon our shareholders under the Companies Act, Chapter 50 of Singapore, or the Singapore Companies Act. Furthermore, any additional issuances of new shares by our directors could adversely impact the market price of our ordinary shares.

Based upon, among other things, the valuation of our assets and the composition of our income and assets, taking into account our proportionate share of the income and assets of other corporations in which we do notown, directly or indirectly, 25% or more (by value) of the stock, we believe that we were not a passive foreign investment company, or PFIC for U.S. federal income tax purposes for our previousthe taxable year ended December 31, 2020.2023. However, the application of the PFIC rules is subject to uncertainty in several respects and a separate determination must be made after the close of each taxable year as to whether we were a PFIC for thatsuch year. Accordingly, we cannot assure you that we will not be a PFIC for our current, or any future, taxable year. A non-U.S. corporation will be a PFIC for any taxable year if either (i) 75% or more of its gross income for such year is passive income or (ii) 50% or more of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the businesses and earning our proportionate share of the income of any other business in which we own, directly or indirectly, 25% or more (by value) of the stock. In particular, in February 2021, ZIM completed its initial public offering, which reduced our equity interest from 32% to approximately 28%. Further reduction in our equity interest in ZIM to or below 25% will limit our ability to treat our proportionate share of ZIM’s businesses and earning as directly owned, which could increase the value of our assets that produce, or are held for the production of, passive income and/or our passive income and result in us becoming a PFIC for our current, and any future, taxable year. Additionally,addition, because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC.affect our PFIC status. Moreover, changes in the composition of our income or assets, taking into account our proportionate share of the income and assets of other corporations in which we own, directly or indirectly, 25% or more (by value) of the stock, may cause us to become a PFIC. As a result, dispositions of operating companies could increase the riskalso affect our PFIC status.

We operate in a number of countries and are therefore regularly examined by and remain subject to numerous tax regulations. Changes in our global mix of earnings could affect our effective tax rate. Furthermore, changes in tax laws could result in higher tax-related expenses and payments. Legislative changes in any of the countries in which our businesses operate could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. Additionally, the uncertain tax environment in some regions in which our businesses operate could limit our ability to enforce our rights. As a holding company with globally operating businesses, we have established businesses in countries subject to complex tax rules, which may be interpreted in a variety of ways and could affect our effective tax rate. Future interpretations or developments of tax regimes or a higher than anticipated effective tax rate could have a material adverse effect on our tax liability, return on investments and business operations.

In addition, we and our businesses operate in, are incorporated in and are tax residents of various jurisdictions. The tax authorities in the various jurisdictions in which we and our businesses operate, or are incorporated, may disagree with and challenge our assessments of our transactions (including any sales or distributions), tax position, deductions, exemptions, where we or our businesses are tax resident, or other matters. If we, or our businesses, are unsuccessful in responding to any such challenge from a tax authority, we, or our businesses, may be unable to proceed with certain transactions, be required to pay additional taxes, interest, fines or penalties, and we, or our businesses, may be subject to taxes for the same business in more than one jurisdiction or may also be subject to higher tax rates, withholding or other taxes. Even if we, or our businesses, are successful, responding to such challenges may be expensive, consume time and other resources, or divert management’s time and focus from our operations or businesses or from the operations of our businesses. Therefore, a challenge as to our, or our businesses’, tax position or status or transactions, even if unsuccessful, may have a material adverse effect on our business, financial condition, results of operations or liquidity or the business, financial condition, results of operations or liquidity of our businesses.

Based upon our expected method of operation and the ownership of our businesses following the spin-off, we do not expect any shareholder, solely as a result of owning our ordinary shares, to be subject to any additional taxes or additional tax return filing requirements in any jurisdiction in which we, or any of our businesses, conduct activities or own property. However, thereThere can be no assurance that our shareholders, solely as a result of owning our ordinary shares, will not be subject to certain taxes, including non-U.S. taxes, imposed by the various jurisdictions in which we and our businesses do business or own property now or in the future, even if our shareholders do not reside in any of these jurisdictions. Consequently, our shareholders may also be required to file non-U.S. tax returns in some or all of these jurisdictions. Further, our shareholders may also be subject to penalties for failure to comply with these requirements. It is the responsibility of each shareholder to file each of the U.S. federal, state and local, as well as non-U.S., tax returns that may be required of such shareholder.

We were incorporated in March 2014 under the Singapore Companies Act to be the holding company of certain companies that were owned (in whole, or in part) by IC in connection with our spin-off from IC in January 2015. We currently own the following:

The legal and commercial name of the Company is Kenon Holdings Ltd. Our principal place of business is located at 1 Temasek Avenue #37-02B, Millenia Tower, Singapore 039192. Our telephone number at our principal place of business is + 65 6351 1780. Our internet address is www.kenon-holdings.com.Wewww.kenon-holdings.com. We have appointed Gornitzky & Co., Advocates and Notaries, as our agent for service of process in connection with certain claims which may be made in Israel.

Our ordinary shares are listed on each of the NYSE and the TASE under the symbol “KEN.”

The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We are a holding company that operates dynamic, primarily growth-oriented, businesses. The companies we own, in whole or in part, are at various stages of development, ranging frominitially established cash generating businesses to early stage companies.

We believe that in the current market environment, there could be attractive investment opportunities to generate positive shareholder returns. As a company with a strong financial position, no material third-party debt and a history of successfully operating businesses, we believe we are primarily engagedwell-positioned to take advantage of such opportunities, which may include investments or acquisitions in new businesses. We expect that such acquisitions or other investments, if any, would be in established industries, would be substantial and that we would be actively involved in the operations of OPC.

In addition to new investments in new businesses, maximize value for our shareholderswe have made significant investments and ensure the prudent use of our capital. However, we will be required tomay make determinations over time that will be based on the factsfurther investments in OPC, in which Kenon holds a 55% stake. OPC remains a growth business with projects under development and circumstances prevailing at such time, as well as continually evolving market conditions and outlook. As a result, we will be required to exercise significant judgment while seeking to adhere to these capital allocation principles in order to maximize value for our shareholders and further theOPC’s strategy contemplates continued development of our businesses.projects and potentially acquisitions in Israel, the U.S., and elsewhere. The U.S. market presents significant opportunities in areas such as renewable energy and carbon capture projects, particularly in light of the Inflation Reduction Act (the “IRA”), and OPC’s subsidiary CPV is actively pursuing these opportunities. OPC’s growth strategy could require significant equity investments at the OPC level, which may present opportunities for Kenon to participate in such capital raises.

OPC, which accounted for approximately 100% of our revenues in the year ended December 31, 2020,2023, is an owner, developer and operator of power generation facilities located in Israel and, since its acquisition of CPV, in the United States. OPC’s facilities and primary development projects are set forth below.OPC has the following three operating segments: