Kenon (KEN) 6-K Report of the Board of Directors regarding the Company’s Matters

Exhibit 99.2

OPC Energy Ltd.

Condensed Consolidated Interim

Financial Statements

As of March 31, 2024

(Unaudited)

OPC Energy Ltd.

Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

Table of Contents

	Page
Independent Auditors’ Review Report	F-3
Letter of consent in connection with the Company’s shelf prospectus	F-4
Condensed Consolidated Interim Statements of Financial Position	F-5
Condensed Consolidated Interim Statements of Income	F-7
Condensed Consolidated Interim Statements of Comprehensive Income	F-8
Condensed Consolidated Interim Statements of Changes in Equity	F-9
Condensed Consolidated Interim Statements of Cash Flow	F-11
Notes to the Condensed Consolidated Interim Financial Statements	F-13

F - 2

Somekh Chaikin

 Millennium Tower KPMG

17 Ha'arba'a St., P.O.B. 609

Tel Aviv 6100601

+972-3-684-8000

Review Report of the Independent Auditors to the Shareholders of OPC Energy Ltd.

Introduction

We have reviewed the accompanying financial information of OPC Energy Ltd. (hereinafter – the “Company”) and its subsidiaries, including the condensed consolidated interim statement of financial position as of March 31, 2024 and the condensed consolidated interim statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended.The Board of Directors and management are responsible for preparing and presenting financial information for this interim period in accordance with IAS 34, Interim Financial Reporting, and are also responsible for preparing financial information for this interim period under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to draw a conclusion regarding the financial information for this interim period based on our review.

Review scope

We conducted our review in accordance with Review Standard (Israel) 2410 - “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” of the Institute of Certified Public Accountants in Israel. A review of financial information for interim periods consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.A review is substantially smaller in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might have been identifiable in an audit.Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information was not prepared, in all material respects, in accordance with International Accounting Standard (IAS 34).

In addition to that mentioned in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information does not comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Somekh Chaikin

Certified Public Accountants

May 20, 2024

^{KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.}

F - 3

Somekh Chaikin

 Millennium Tower KPMG

17 Ha'arba'a St., P.O.B. 609

Tel Aviv 6100601

+972-3-684-8000

May 20, 2024

To

The Board of Directors of

OPC Energy Ltd. (hereinafter - the “Company”)

Dear Sir/Madam,

Re: Letter of Consent in Connection with the Company’s Shelf Prospectus of May 2023

This is to inform you that we agree to the inclusion in the shelf prospectus (including by way of reference) of our reports listed below in connection with the shelf prospectus of May 2023:

(1) Independent auditors’ review report of May 20, 2024 on the Company’s condensed consolidated financial information as of March 31, 2024 and for the three-month period ended on that date.

(2) Independent auditors’ special report of May 20, 2024 on the Company’s separate interim financial information in accordance with Regulation 38D to the Securities Regulations (Periodic and Immediate Reports), 1970 as of March 31, 2024 and for the three-month period then ended.

 

Somekh Chaikin

Certified Public Accountants

^{KPMG Somekh Chaikin, an Israeli registered partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.}

F - 4

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Financial Position as of

	March 31		March 31		December 31
	2024		2023		2023
	(Unaudited)		(Unaudited)		(Audited)
	NIS million		NIS million		NIS million
Current assets
Cash and cash equivalents		838		1,503		1,007
Short-term restricted deposits and cash		3		23		2
Trade receivables		248		191		247
Other receivables and debit balances		378		187		404
Short-term derivatives		13		9		12
Total current assets		1,480		1,913		1,672
Non‑current assets
Long-term restricted deposits and cash		58		54		59
Long-term receivables and debit balances		205		84		190
Investments in associates		2,577		2,419		2,550
Deferred tax assets		35		17		57
Long-term derivatives		58		58		51
Property, plant & equipment		6,395		5,385		6,243
Right‑of‑use assets and deferred expenses		627		468		631
Intangible assets		1,145		885		1,165
Total non‑current assets		11,100		9,370		10,946
Total assets		12,580		11,283		12,618

F - 5

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Financial Position as of

	March 31		March 31		December 31
	2024		2023		2023
	(Unaudited)		(Unaudited)		(Audited)
	NIS million		NIS million		NIS million
Current liabilities
Loans and credit from banking corporations and financial institutions (including current maturities)		164		122		391
Current maturities of debt from non‑controlling interests		29		65		32
Current maturities of debentures		201		112		192
Trade payables		267		338		257
Payables and credit balances		402		448		403
Short-term derivatives		7		3		8
Total current liabilities		1,070		1,088		1,283
Non‑current liabilities
Long-term loans from banking corporations and financial institutions		2,898		2,243		2,865
Long-term debt from non-controlling interests		442		382		422
Debentures		1,743		1,722		1,647
Long-term lease liabilities		200		70		204
Long-term derivatives		49		-		58
Other long‑term liabilities		414		156		399
Deferred tax liabilities		490		473		498
Total non-current liabilities		6,236		5,046		6,093
Total liabilities		7,306		6,134		7,376
Equity
Share capital		2		2		2
Share premium		3,210		3,209		3,210
Capital reserves		543		565		523
Retained earnings		131		32		113
Total equity attributable to the Company’s shareholders		3,886		3,808		3,848
Non‑controlling interests		1,388		1,341		1,394
Total equity		5,274		5,149		5,242
Total liabilities and equity		12,580		11,283		12,618

Yair Caspi	Giora Almogy	Ana Berenshtein Shvartsman
Chairman of the Board of Directors	CEO	CFO

Approval date of the financial statements: May 20, 2024

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

F - 6

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Income

	For the three-month period ended March 31						For the year ended December 31
	2024			2023			2023
	(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million
Income from sales and provision of services		638			519			2,552
Cost of sales and services (excluding depreciation and amortization)		(430	)		(364	)		(1,827	)
Depreciation and amortization		(74	)		(48	)		(288	)
Gross income		134			107			437
General and administrative expenses		(61	)		(59	)		(212	)
Share in profits of associates		72			85			242
Business development expenses		(12	)		(15	)		(58	)
Compensation for loss of income		26			-			41
Other expenses, net		(56	)		-			(16	)
Operating profit		103			118			434
Finance expenses		(76	)		(44	)		(240	)
Finance income		15			26			43
Finance expenses, net		(61	)		(18	)		(197	)
Profit before taxes on income		42			100			237
Expenses for income tax		(27	)		(21	)		(68	)
Profit for the period		15			79			169
Attributable to:
The Company’s shareholders		18			63			144
Non‑controlling interests		(3	)		16			25
Profit for the period		15			79			169
Earnings per share attributable to the Company’s owners
Basic and diluted earnings per share (in NIS)		0.08			0.28			0.63

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

F - 7

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Comprehensive Income

	For the three-month period ended March 31						For the year ended December 31
	2024			2023			2023
	(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million
Profit for the period		15			79			169
Other comprehensive income items that, subsequent to initial recognition in comprehensive income, were or will be transferred to profit and loss
Effective portion of the change in the fair value of cash flow hedges		18			4			(40	)
Net change in fair value of derivatives used to hedge cash flows recognized in the cost of the hedged item		-			(3	)		(5	)
Net change in fair value of derivatives used to hedge cash flows transferred to profit and loss		(2	)		(4	)		(20	)
Group’s share in other comprehensive loss of associates, net of tax		(61	)		(18	)		(48	)
Foreign currency translation differences in respect of foreign operations		65			113			126
Tax on other comprehensive income (loss) items		(4	)		(6	)		1
Other comprehensive income for the period, net of tax		16			86			14
Total comprehensive income for the period		31			165			183
Attributable to:
The Company’s shareholders		37			134			169
Non‑controlling interests		(6	)		31			14
Comprehensive income for the period		31			165			183

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

F - 8

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

	Attributable to the Company’s shareholders
	Share capital		Share premium		Capital reserves		Hedge fund			Foreign operations translation reserve		Retained earnings (retained loss)			Total		Non‑control-ling interests			Total equity
	NIS million		NIS million		NIS million		NIS million			NIS million		NIS million			NIS million		NIS million			NIS million
	(Unaudited)
For the three-month period ended March 31, 2024
Balance as of January 1, 2024		2		3,210		248		25			250		113			3,848		1,394			5,242
Share-based payment		-		-		1		-			-		-			1		-			1
Exercised options and RSUs		*-		*-		*-		-			-		-			-		-			-
Other comprehensive income (loss) for the period, net of tax		-		-		-		(30	)		49		-			19		(3	)		16
Profit (loss) for the period		-		-		-		-			-		18			18		(3	)		15
Balance as of March 31, 2024		2		3,210		249		(5	)		299		131			3,886		1,388			5,274
For the three-month period ended March 31, 2023
Balance as of January 1, 2023		2		3,209		77		91			159		(31	)		3,507		859			4,366
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-		-			-		-			-		162			162
Share-based payment		-		-		4		-			-		-			4		-			4
Exercised options and RSUs		*-		*-		*-		-			-		-			-		-			-
Restructuring - share exchange and investment transaction with Veridis		-		-		163		-			-		-			163		289			452
Other comprehensive income for the period, net of tax		-		-		-		(13	)		84		-			71		15			86
Profit for the period		-		-		-		-			-		63			63		16			79
Balance as of March 31, 2023		2		3,209		244		78			243		32			3,808		1,341			5,149

* Amount is less than NIS 1 million.

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

F - 9

OPC Energy Ltd.

 

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

	Attributable to the Company’s shareholders
	Share capital		Share premium		Capital reserves			Hedge fund			Foreign operations translation reserve		Retained earnings (retained loss)			Total		Non‑control-ling interests			Total equity
	NIS million		NIS million		NIS million			NIS million			NIS million		NIS million			NIS million		NIS million			NIS million
	(Audited)
For the year ended December 31, 2023
Balance as of January 1, 2023		2		3,209		77			91			159		(31	)		3,507		859			4,366
Investments by holders of non-controlling interests in equity of subsidiary		-		-		-			-			-		-			-		231			231
Share-based payment		-		-		9			-			-		-			9		1			10
Exercised options and RSUs		*-		1		(1	)		-			-		-			-		-			-
Restructuring - share exchange and investment transaction with Veridis		-		-		163			-			-		-			163		289			452
Other comprehensive income (loss) for the year, net of tax		-		-		-			(66	)		91		-			25		(11	)		14
Profit for the year		-		-		-			-			-		144			144		25			169
Balance as of December 31, 2023		2		3,210		248			25			250		113			3,848		1,394			5,242

* Amount is less than NIS 1 million.

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

F - 10

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Cash Flow

	For the three-month period ended March 31						For the year ended December 31
	2024			2023			2023
	(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million
Cash flows from operating activities
Profit for the period		15			79			169
Adjustments:
Depreciation and amortization		77			51			303
Diesel fuel consumption		4			1			32
Finance expenses, net		61			18			197
Expenses for income tax		27			21			68
Share in profits of associates		(72	)		(85	)		(242	)
Other expenses, net		56			-			16
Share-based payment transactions		6			9			(7	)
		174			94			536
Changes in inventory, trade and other receivables		39			92			(22	)
Changes in trade payables, service providers, other payables and long-term liabilities		32			(82	)		(25	)
		71			10			(47	)
Dividends received from associates		18			-			13
Income tax paid		-			(1	)		(7	)
Net cash provided by operating activities		263			103			495
Cash flows used for investing activities
Interest received		7			6			35
Change in restricted deposits and cash, net		-			15			48
Withdrawals into short-term deposits		-			125			125
Release of short-term collateral		10			73			110
Acquisition of subsidiaries, net of cash acquired		-			(268	)		(1,172	)
Investment in associates		(10	)		(4	)		(29	)
Subordinated long-term loans to Valley		-			-			(87	)
Purchase of property, plant, and equipment, intangible assets and long-term deferred expenses		(254	)		(223	)		(1,223	)
Proceeds for derivatives, net		-			6			8
Other		-			7			19
Net cash used for investing activities		(247	)		(263	)		(2,166	)

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

F - 11

OPC Energy Ltd.

Condensed Consolidated Interim Statements of Cash Flow (cont.)

	For the three-month period ended March 31						For the year ended December 31
	2024			2023			2023
	(Unaudited)			(Unaudited)			(Audited)
	NIS million			NIS million			NIS million
Cash flows provided by financing activities
Proceeds of debenture issuance, less issuance costs		198			-			-
Receipt of long-term loans from banking corporations and financial institutions, net		33			544			1,242
Receipt of long-term debt from non-controlling interests		13			35			110
Investments by holders of non-controlling interests in equity of subsidiary		-			162			231
Proceed in respect of restructuring - share exchange and investment transaction with Veridis		-			452			452
Change in short term loans from banking corporations, net		(203	)		-			231
Tax equity partner’s investment in Maple Hill		-			-			304
Interest paid		(66	)		(34	)		(152	)
Repayment of long-term loans from banking corporations and others (*)		(62	)		(24	)		(144	)
Repayment of long-term loans as part of the acquisition of Gat		-			(303	)		(303	)
Repayment of long-term debt from non-controlling interests		(9	)		(36	)		(123	)
Repayment of debentures		(96	)		(16	)		(31	)
Proceeds for derivatives, net		2			1			9
Repayment of principal in respect of lease liabilities		(2	)		(2	)		(9	)
Other		(5	)		-			-
Net cash provided by (used for) financing activities		(197	)		779			1,817
Net increase (decrease) in cash and cash equivalents		(181	)		619			146
Balance of cash and cash equivalents of of the beginning of period		1,007			849			849
Effect of exchange rate fluctuations on cash and cash equivalent balances		12			35			12
Balance of cash and cash equivalents as of the end of the period		838			1,503			1,007

(*) In the reporting period includes a partial early repayment of the long-term loans in Hadera amounting to approx. NIS 25 million, further to receipt of compensation from the Construction Contractor at the end of 2023 as detailed in Note 28A4 to the Annual Financial Statements.

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

F - 12

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 1 - GENERAL

The Reporting Entity

OPC Energy Ltd. (hereinafter – “the Company”) was incorporated in Israel on February 2, 2010. The Company’s registered address is 121 Menachem Begin Road, Tel Aviv, Israel. The Company’s controlling shareholder is Kenon Holdings Ltd. (hereinafter - the “Parent Company”), a company incorporated in Singapore, the shares of which are dual-listed on the New York Stock Exchange (NYSE) and the Tel Aviv Stock Exchange Ltd. (hereinafter - the “TASE”).

The Company is a publicly-traded company whose securities are traded on the TASE.

As of the report date, the Company and its investees (hereinafter - the “Group”) are engaged in the generation and supply of electricity and energy through three reportable segments. For details regarding the Group’s operating segments during the reporting period, see Note 27 to the Financial Statements as of the date and year ended December 31, 2023 (hereinafter – the “Annual Financial Statements”).

NOTE 2 - BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

A. Statement of compliance with International Financial Reporting Standards (IFRS)

The Condensed Consolidated Interim Financial Statements were prepared in accordance with International Accounting Standard 34 (hereinafter – “IAS 34”) - “Interim Financial Reporting” and do not include all of the information required in complete Annual Financial Statements. These statements should be read in conjunction with the Annual Financial Statements. In addition, these financial statements were prepared in accordance with the provisions of Chapter D of the Securities Regulations (Periodic and Immediate Reports) 1970.

The Condensed Consolidated Interim Financial Statements were approved for publication by the Company’s Board of Directors on May 20, 2024.

B. Functional and presentation currency

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

C. Use of estimates and judgments

In preparation of the condensed consolidated interim financial statements in accordance with the IFRS, the Company’s management is required to use judgment when making estimates, assessments and assumptions that affect implementation of the policies and the amounts of assets, liabilities, income and expenses. It is clarified that the actual results may differ from these estimates.

Management’s judgment, at the time of implementing the Group’s accounting policies and the main assumptions used in the estimates involving uncertainty, are consistent with those used in the Annual Financial Statements.

D. Reclassification

The Group carried out immaterial classifications in its comparative figures such that their classification will match their classification in the current financial statements.

E. Seasonality

The income of the Group companies from the sale of energy in Israel are mostly based on the generation component, which constitutes part of the demand side management tariff, which is supervised and published by the Israeli Electricity Authority. The year is broken down into three seasons: summer (June through September), winter (December, January and February) and transitional (March through May and October through November), with each season having a different tariff for each demand hour cluster.

In the United States, the electricity tariffs are not regulated and are affected by the demand to electricity, which is generally higher than average during the summer and winter; electricity tariffs are also materially affected by natural gas prices, which may generally be higher in winter than the annual average. In addition, with regard to wind-powered renewable energy projects, the speed of the wind tends to be higher during the winter and lower during the summer, whereas in solar-powered projects solar radiation tends to be higher during the spring and summer months and lower during the fall and winter months.

F - 13

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

A. The Group’s accounting policies in these condensed consolidated interim financial statements are the same as the policies applied to the Annual Financial Statements.

B. New standards not yet adopted

IFRS 18, Presentation and Disclosure in Financial Statements

This standard supersedes IAS 1 - Presentation of Financial Statements. The objective of the standard is to provide improved structure and content to the financial statements, specifically the statement of income. The standard includes new disclosure and presentation requirements, and requirements which have been retained from IAS 1 with slight changes in wording. Generally, expenses in the statement of income shall be classified into three categories: operating income, investment income, and finance income. The standard also includes requirements to provide separate disclosure in the financial statements regarding the use of NON-GAAP measures, and specific guidance on aggregation and disaggregation of items in the financial statements and the notes.

The standard will be initially applied for annual periods commencing on January 1, 2027; early application is permitted.

The Group is studying the effects of the standard on the Financial Statements.

F - 14

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 4 - SEGMENT REPORTING

Further to what is stated in Note 27 to the annual financial statements, during the reporting period there were no changes in the composition of the Group’s reportable segments, or in the manner of measuring the results of the segments by the chief operating decision maker.

	For the three-month period ended March 31, 2024
	Israel		Energy Transition in the US		Renewable energies in the USA		Other activities in the USA			Adjust- ments to consoli- dated			Consoli- dated - total
In NIS million	(Unaudited)
Income from sales and provision of services		532		518		60		46			(518	)		638
EBITDA after adjusted proportionate consolidation1		170		179		28		(5	)		(181	)		191
Adjustments:
Share in profits of associates														72
General and administrative expenses at the US headquarters (not attributed to US segments)														(24	)
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments)														(3	)
Total EBITDA														236
Depreciation and amortization														(77	)
Finance expenses, net														(61	)
Other expenses, net														(56	)
														(194	)
Profit before taxes on income														42
Expenses for income tax														(27	)
Profit for the period														15

	For the three-month period ended March 31, 2023
	Israel		Energy Transition in the US		Renewable energies in the USA		Other activities in the USA		Adjust- ments to consoli- dated			Consoli- dated - total
In NIS million	(Unaudited)
Income from sales and provision of services		464		497		27		28		(497	)		519
EBITDA after adjusted proportionate consolidation1		118		181		7		-		(183	)		123
Adjustments:
Share in profits of associates													85
Net pre-commissioning expenses of Zomet													(7	)
General and administrative expenses at the US headquarters (not attributed to US segments)													(24	)
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments)													(7	)
Total EBITDA													170
Depreciation and amortization													(52	)
Finance expenses, net													(18	)
													(70	)
Profit before taxes on income													100
Expenses for income tax													(21	)
Profit for the period													79

¹ For a definition of EBITDA following adjusted proportionate consolidation, see Note 27 to the Annual Financial Statements.

F - 15

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 4 - SEGMENT REPORTING (cont.)

	For the year ended December 31, 2023
	Israel		Energy Transition in the US		Renewable energies in the USA		Other activities in the USA		Adjust- ments to consoli- dated			Consoli- dated - total
In NIS million	(Audited)
Income from sales and provision of services		2,283		1,525		146		123		(1,525	)		2,552
EBITDA after adjusted proportionate consolidation1		580		577		31		6		(580	)		614
Adjustments:
Share in profits of associates													242
Net pre-commissioning expenses of Zomet													(18	)
General and administrative expenses at the US headquarters (not attributed to US segments)													(58	)
General and administrative expenses at the Company’s headquarters (not attributed to the operating segments)													(27	)
Total EBITDA													753
Depreciation and amortization													(303	)
Finance expenses, net													(197	)
Other expenses, net													(16	)
													(516	)
Profit before taxes on income													237
Expenses for income tax													(68	)
Profit for the year													169

F - 16

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 5 - INCOME FROM SALES AND PROVISION OF SERVICES

Composition of income from sales and provision of services:

	For the three-month period ended March 31				For the year ended December 31
	2024		2023		2023
In NIS million	(Unaudited)				(Audited)
Income from sale of energy in Israel:
Income from the sale of energy to private customers		300		300		1,424
Income from energy sales to the System Operator and other suppliers		46		13		120
Income from the sale of energy to the System Operator, at cogeneration tariff		19		10		82
Income for capacity services		42		-		59
Income from sale of steam in Israel		17		17		59
Other income in Israel		7		8		59
Total income from sale of energy and others in Israel (excluding infrastructure services)		431		348		1,803
Income from private customers for infrastructure services		101		116		480
Total income in Israel		532		464		2,283
Income from sale of energy from renewable sources in the United States		56		24		136
Income from provision of services in the US		50		31		133
Total income in the USA		106		55		269
Total income		638		519		2,552

F - 17

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 6 – SUBSIDIARIES

A. Further to Note 25E1 to the Annual Financial Statements regarding the completion of the transaction for the acquisition of the Gat Power Plant on March 30, 2023, during the reporting period, the Company completed the attribution of the acquisition cost of the acquired identifiable assets and liabilities and no change took place therein compared with the amounts reported in the Annual Financial Statements.

B. Further to Notes 12D and 25A4 to the Annual Financial Statements regarding the signing of a separation agreement between OPC Israel, the Founder and the additional shareholder in Gnrgy, and further to OPC Israel’s signing a non-binding memorandum of understanding for the sale of Gnrgy’s shares to a third party, the memorandum of understanding with the third party did not amount to an agreement, and OPC Israel did not issue a notice about the purchase of the Founder’s Gnrgy shares within the period set in the agreement, and on May 4, 2024 the right to purchase OPC Israel’s Gnrgy shares within the period and under the conditions set in the agreement was transferred to the Founder.

In view of the above, the Company assessed the recoverable amount of Gnrgy as of March 31, 2024, in accordance with the provisions of IAS 36 and based on an external independent appraiser, using the fair value method net of costs to sell, and based on the expected discounted cash flows (DCF), a long-term growth rate of 3% and a weighted discount rate of 21.5%. Since Gnrgy’s recoverable amount is lower than its carrying amount, an approx. NIS 25 million impairment loss (which is mostly attributed to goodwill) was recognized in the net other expenses line item.

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

A. Significant events during and subsequent to the reporting period

1. Issuance of Debentures (Series D)

In January 2024, the Company issued Debentures (Series D) with a par value of approx. NIS 200 million (hereinafter – “Debentures (Series D)”), with the proceeds of the issuance to be used for the Company’s needs, including to refinance current financial debt. The debentures are listed on the TASE, are not CPI-linked and bear annual interest of 6.2%. The principal and interest for Debentures (Series D) will be repaid in unequal semi-annual payments (on March 25 and September 25 of each year), starting from March 25, 2026 in relation to the principal and September 25, 2024 in relation to interest. The issuance expenses amounted to approx. NIS 2 million.

For details regarding additional terms and conditions of Debentures (Series D), see Note 17C to the Annual Financial Statements.

2. Short-term credit facilities from Israeli banks:

As of the report date, the Company and OPC Israel have binding short-term credit facilities from Israeli banking corporations. For details regarding the terms and conditions of the credit facilities, see Note 16B2 to the Annual Financial Statements.

Below is information regarding the amounts of the facilities and their utilization as of the report date (in NIS million):

	Facility amount		Utilization as of the report date
The Company		300		20
OPC Israel		250		4
The Company for CPV Group (1)	74 (approx. USD 20 million)		Approx. 58 (approx. USD 16 million)
CPV Group(1)	276 (approx. USD 75 million)		Approx. 148 (approx. USD 40 million)
Total		900		230

(1) For the purpose of letters of credit and bank guarantees. The facilities provided for CPV Group are backed with a Company guarantee.

(2) Furthermore, as of the report date, unsecured credit facilities from banking corporations and financial institutions utilized in Israel for the purpose of letters of credit and bank guarantees at the total amount of approx. NIS 279 million. The utilization of unsecured facilities is subject to the discretion of any financing entity on a case-by-case basis on every utilization request date, and therefore there is no certainty as to the ability to utilize them at any given time.

F - 18

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

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

B. Changes in the Group’s material guarantees:

Further to Note 16C to the Annual Financial Statements, following are details on the main changes which took place during the reporting period in the bank guarantee amounts given by Group companies to third parties:

	As of March 31, 2024		As of December 31, 2023
	NIS million		NIS million
For operating projects in Israel (Rotem, Hadera, Zomet and the Gat Power Plant)		256		244
For projects under construction and development in Israel (Sorek and consumers’ premises)		47		47
For virtual supply activity in Israel		29		29
For operating projects in the US Renewable Energies Segment		160		189
For projects under construction and development in the USA (CPV Group) (1)		206		148
Total		698		657

(1) The increase arises mainly from engagement in PPAs for the sale of energy and green certificates in renewable energy projects under development.

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

C. Financial covenants:

Further to what is stated in Note 17C to the annual financial statements, set forth below are the financial covenants attached to Debentures (Series B, C and D), as defined in the deeds of trust, and the actual amounts and/or ratios as of March 31, 2024:

Ratio	Required value Series B	Required value Series C and D	Actual value
Net financial debt (1) to adjusted EBITDA (2)	Will not exceed 13 (for distribution purposes - 11)	Will not exceed 13 (for distribution purposes - 11)	5.4
The Company shareholders’ equity (separate)	Will not fall below NIS 250 million (for distribution purposes - NIS 350 million)	With respect to Debentures (Series C): will not fall below NIS 1 billion (for distribution purposes - NIS 1.4 billion) With respect to Debentures (Series D): will not fall below NIS 2 billion (for distribution purposes - NIS 2.4 billion)	Approx. NIS 3,886 million
The Company’s equity to asset ratio (separate)	Will not fall below 17% (for distribution purposes: 27%)	Will not fall below 20% (for distribution purposes - 30%)	66%
The Company’s equity to asset ratio (consolidated)		Will not fall below 17%	42%

(1) The consolidated net financial debt net of the financial debt designated for construction of the projects that have not yet started to generate EBITDA.

(2) Adjusted EBITDA as defined in the deeds of trust.

As of March 31, 2024, the Company complies with the said financial covenants.

F - 19

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

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

C. Financial covenants: (cont.)

Further to Note 16 to the Annual Financial Statements, set forth below are the financial covenants, as defined in the said note, which apply to Group companies in connection with their financing agreements with banking corporations (including long-term loans and binding short-term credit facilities), and the actual amounts and/or ratios as of March 31, 2024:

Financial covenants	Breach ratio	Actual value
Covenants applicable to Hadera in connection with the Hadera Financing Agreement
Minimum expected DSCR	1.10	1.19
Average expected DSCR	1.10	1.68
LLCR	1.10	1.82
Covenants applicable to the Company in connection with the Hadera Equity Subscription Agreement
The Company shareholders’ equity (separate)	Will not fall below NIS 200 million	Approx. NIS 3,886 million
The Company’s equity to asset ratio (separate)	Will not fall below 20%	66%
Covenants applicable to Zomet in connection with the Zomet Financing Agreement
Historic ADSCR	1.05	2.08
Expected ADSCR	1.05	1.39
LLCR	1.05	1.45
Covenants applicable to the Gat Partnership in connection with the Gat Financing Agreement
Historic DSCR	1.05	1.58
Minimum expected DSCR	1.05	1.29
Average expected DSCR	1.05	1.32
LLCR	1.05	1.31
Covenants applicable to OPC Power Plants (consolidated) in connection with the Gat Equity Subscription Agreement
OPC Power Plants’ total assets balance	Will not fall below than NIS 2,500 million	Approx. NIS 5,371 million
OPC Power Plants’ equity to asset ratio	Will not fall below 15%	37%
Ratio of net debt to adjusted EBITDA of OPC Power Plants	Will not exceed 12	3.4
OPC Power Plants’ minimum cash balance	Will not fall below NIS 30 million	Approx. NIS 221 million
OPC Power Plants’ minimum cash balance (”separate”)	Will not fall below NIS 20 million	Approx. NIS 28 million
Covenants applicable to Rotem in connection with the Gat Equity Subscription Agreement
Rotem’s net debt to adjusted EBITDA ratio	Will not exceed 10	0.6
Covenants applicable to the Company in connection with the Discount credit facility
The Company shareholders’ equity (separate)	Will not fall below NIS 1,000 million	Approx. NIS 3,886 million
The Company’s equity to asset ratio (separate)	Will not fall below 20%	66%
Covenants applicable to the Company in connection with the Mizrahi and Hapoalim credit facilities
The Company shareholders’ equity (separate)	Will not fall below NIS 1,200 million	Approx. NIS 3,886 million
The Company’s equity to asset ratio (separate)	Will not fall below 30%	66%
The Company’s net debt to adjusted EBITDA ratio	Will not exceed 12	5.4
Covenants applicable to OPC Israel in connection with the Mizrahi and Hapoalim credit facilities
OPC Israel’s standalone shareholders’ equity, including non-controlling interests	Will not fall below NIS 500 million	Approx. NIS 2,132 million
OPC Israel’s equity to asset ratio (consolidated)	Will not fall below 20%	39%
Ratio of net debt to adjusted EBITDA of OPC Israel	Will not exceed 10	3.4

As of March 31, 2024, the Group companies comply with the said financial covenants.

F - 20

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

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

D. Equity compensation plans

1. Below is information about allotments of offered securities in the reporting period:

Offerees and allotment date	No. of options at the grant date (in thousands)		Average fair value of each option at the grant date (in NIS) (*)		Exercise price per option (in NIS, unlinked)		Standard deviation (**)			Rate of risk -free interest rate (***)			Cost of benefit (in NIS million) (****)
Executives, March 2024		497		9.77		25.19		33.85%-35.79	%		3.81%-3.91	%	Approx. 5

(*) The average fair value of each allotted option is estimated at the grant date using the Black-Scholes model.

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

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

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

The Offered Securities are by virtue of the option plan as set out in Note 18B to the Annual Financial Statements and include identical terms and conditions and provisions.

2. Issuance of shares in respect of share-based payment:

During the reporting period, the Company issued a total of approx. 7 thousand ordinary shares of the Company of NIS 0.01 par value each in view of the partial vesting of some of the RSUs awarded to them as part of an equity compensation plan to Company’s employees as described in Note 18B to the Annual Financial Statements.

E. Profit-sharing plan for CPV Group employees

Further to what is stated in Note 18C to the annual financial statements regarding a profit-sharing plan for CPV Group employees, the Plan’s fair value as of the report date amounted to approx. NIS 110 million (approx. USD 30 million); this value was estimated using the option pricing model (OPM), based on a standard deviation of 35%, risk-free interest of 4.6%, and remaining expected useful life until exercise of approx. 1.8 years.

As of the report date, the Group recognized - out of the fair value and in accordance with the vesting period - a liability of approx. NIS 84 million, which was included in the other long-term liabilities line item.

In March 2024, a partial exercise was carried out of the participation units awarded to CPV Group employees, by way of purchasing the units exercised by CPV Group, totaling approx. NIS 11 million (approx. USD 3 million).

F - 21

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 8 - COMMITMENTS, CLAIMS AND OTHER LIABILITIES

A. Commitments

1. On March 18, 2024, a wholly-owned partnership of OPC Israel (hereinafter - the “Partnership”) engaged with a third party in an agreement for the purchase of natural gas. The agreement will terminate on June 30, 2030 or at the earlier of: the end of the consumption of the Total Contractual Quantity of approx. 0.46 BCM as set out in the agreement.

Under the agreement, the Seller undertook to provide to the Partnership a daily quantity of gas, as will be decided by the Partnership each month, in accordance with the mechanism set out in the agreement, and - for its part - the Partnership assumed a take or pay liability for a certain annual consumption as set out in the agreement. The agreement includes arrangements regarding quantities consumed above or below the minimum annual quantity. The price of the natural gas is denominated in USD and based on an agreed formula, which is linked to the generation component and includes a minimum price. Furthermore, the agreement included additional provisions and arrangements customary in agreements for the purchase of natural gas, including with regard to the natural gas’s quality, supply shortage, force majeure, limitation of liability, early termination provisions under certain cases, subject to terms and conditions and reassignment.

2. Further to Note 10E(1)A to the Annual Financial Statements regarding an agreement for the construction of the Zomet Power Plant (hereinafter - the “Construction Agreement”), in March 2024 an amendment to the Construction Agreement was signed, under which, among other things, the Construction Contractor paid Zomet an approx. NIS 26 million (approx. USD 7 million) as compensation due to a delay in the commercial operation, and on the other hand Zomet paid approx. NIS 43 million in respect of milestone payments, which were delayed, net of amounts that will serve as a collateral for an additional period as set out in the agreement.

As a result of the signing of the amendment to the Construction Agreement, the Company recognized in the reporting period income of approx. NIS 26 million (approx. USD 7 million) in respect of the said compensation.

3. Subsequent to the reporting date - on May 13, 2024, a CPV Group subsidiary entered into a binding tax equity agreement with a tax equity partner in respect of the Stagecoach project (hereinafter - the “Project”), at the total amount of approx. NIS 193 million (approx. USD 52 million) (hereinafter - the “Investment Agreement”), which was completed on its signing date, after the project reached commercial operation in the second quarter of 2024.

In accordance with the investment agreement, some of the tax equity partner’s investment in the project - approx. NIS 160 million (approx. USD 43 million) - was advanced on the completion date, and the remaining balance - approx. NIS 33 million (approx. NIS 9 million) - will be advanced subsequently as a function of the project’s production, as these terms are defined in the investment agreement, and subject to the fulfillment of the conditions set in connection therewith in the investment agreement, as is generally accepted in agreements of this type.

In consideration for its investment in the project, the tax equity partner is expected to benefit from most of the project’s tax benefits, including a production tax credit (PTC), which awards a tax benefit for each KWh generated using renewable energy over a 10-year period, and to participation in the distributable cash flow from the project (gradually, and at rates and for periods set in the investment agreement). Furthermore, the tax equity partner is entitled to most of the project’s taxable income or loss for tax purposes subject to certain limitations. At the end of 9.5 years from the completion date, the tax equity partner’s share in such taxable income and tax benefits decreases significantly, and CPV Group will have the option to acquire the tax equity partner’s share in the project within a certain period and in accordance with a mechanism and conditions set out in the investment agreement in connection therewith.

As is generally accepted in engagements of this type, the investment agreement includes a guarantee provided by CPV Group, and an undertaking to indemnify the tax equity partner in connection with certain matters. Furthermore, the tax equity partner has certain veto rights, among other things, in respect of the creation of certain liens on the Project Partnership’s assets or the entry of the Project Corporation into additional material Project agreements.

B. Claims and other liabilities

Further to Note 28A3 to the Annual Financial Statements regarding the proposed resolution on complementary arrangements and the imposition of certain criteria on Rotem (hereinafter - the “Hearing”), in March 2024, the Israeli Electricity Authority’s resolution was delivered further to the Hearing (hereinafter - the “Resolution”). Generally, the arrangements as per the Resolution are not materially different from the arrangements included in the Hearing, which comprise, among other things, the application of certain criteria on Rotem, including regarding deviations from consumption plans and the market model, alongside the award of a supply license to Rotem (if it applies for one and complies with the conditions for receipt thereof), in view of the Israeli Electricity Authority’s intention to consolidate, in many respects, the regulation that applies to Rotem with the regulation that applies to other bilateral electricity producers, thereby allowing Rotem to operate in the energy market in a manner that is similar and equal to that of producers. The resolution will enter into effect on July 1, 2024.

F - 22

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 9 – FINANCIAL INSTRUMENTS

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

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

	As of March 31, 2024
	Carrying amount (*)		Fair value
	(Unaudited)		(Unaudited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		3,064		3,102
Debt from non‑controlling interests (Level 2)		471		479
Debentures (Level 1)		1,948		1,869
		5,483		5,450

	As of March 31, 2023
	Carrying amount (*)		Fair value
	(Unaudited)		(Unaudited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		2,365		2,388
Debt from non‑controlling interests (Level 2)		447		417
Debentures (Level 1)		1,836		1,676
		4,648		4,481

	As of December 31, 2023
	Carrying amount (*)		Fair value
	(Audited)		(Audited)
	NIS million		NIS million
Loans from banks and financial institutions (Level 2)		3,055		3,085
Short-term credit (Level 2)		204		204
Debt from non‑controlling interests (Level 2)		454		464
Debentures (Level 1)		1,853		1,760
		5,566		5,513

(*) Including current maturities and interest payable.

For details regarding the Group’s risk management policies, including entering into financial derivatives as well as the manner of determining the fair value, see Note 23 to the Annual Financial Statements.

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

The table below presents an analysis of financial instruments measured at fair value, on a periodic basis, using a valuation method.

The evaluation techniques and various levels were detailed in Note 23 to the annual financial statements.

	As of March 31						As of December 31
	2024			2023			2023
In NIS million	(Unaudited)						(Audited)
Financial assets
Derivatives used for hedge accounting
CPI swap contracts (Level 2)		41			41			(*)39
Cross currency interest rate swaps (USA) (Level 2)		30			21			24
Forwards on exchange rates (Level 2)		-			1			-
Total		71			63			63
Financial liabilities
Derivatives used for hedge accounting
CPI swap contracts (Level 2)		(2	)		(3	)		(*)(2)
Cross-currency interest rate swaps (US LIBOR) (Level 2)		(3	)		-			(9	)
Electricity price hedge contracts (the US renewable energy segment) (Level 3)		(51	)		-			(55	)
Total		(56	)		(3	)		(66	)

(*) The nominal NIS-denominated discount rate range in the value calculations is 3.6%-4.8% and the real discount rate range is 0.8%-2.8%.

F - 23

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

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

A. As of the report approval date there was no material change in the Company’s assessments regarding the Iron Swords War, compared to Note 1 to the Annual Financial Statements.

B. In the three‑month periods ended March 31, 2024 and 2023 the Group purchased property, plant and equipment for a total of approx. NIS 201 million and approx. NIS 1,095 million, respectively, including property, plant and equipment purchased under a business combination during the three-month period ended March 31, 2023, for a total of approx. NIS 870 million.

The said purchase amounts also include credit costs, which were capitalized to property, plant and equipment at approx. NIS 7 million and approx. NIS 23 million, in the three‑month periods ended March 31, 2024 and 2023, respectively. Furthermore, these amounts include non-cash purchases totaling approx. NIS 13 million and approx. NIS 30 million during these periods, respectively.

C. Further to Note 25A3 to the annual financial statements, subsequent to the reporting period, the Company and non-controlling interests made equity investments in OPC Power Ventures LP (both directly and indirectly) totaling approx. NIS 57 million (approx. USD 15 million) and extended loans totaling approx. NIS 17 million (approx. USD 5 million), based on their stake in the Partnership. As of the report approval date, the balance of the investment commitments and advanced shareholder loans of all Partners is approx. USD 295 million (approx. USD 80 million); the Company’s share is approx. NIS 235 million (approx. USD 56 million).

D. For further details regarding developments in credit from banking corporations and others, debentures, guarantees and equity in the reporting period and thereafter, see Note 7.

E. For further details regarding developments in commitments, legal claims and other liabilities in the reporting period and thereafter, see Note 8.

F. Further to Note 11B1 to the Financial Statements regarding an option to a lease agreement with Infinya Ltd. in respect of an area of approx. 6.8 hectares (adjacent to the Hadera Power Plant) for the purpose of constructing a power plant, on April 17, 2024, the Israeli government rejected National Infrastructures Plan (NIP) 20B, for the construction of a natural gas-fired power generation plant (hereinafter - “Hadera 2 Project”) on the said land.

In view of the above Government Resolution, the Company assessed the recoverable amount of the Hadera 2 Project in its financial statements in accordance with the provisions of IAS 36, and accordingly recognized an approx. NIS 31 million impairment loss.

As of the report approval date, the Company is assessing the Government Resolution, and - accordingly - is considering taking action in connection with the resolution, including legal action. In addition, the Company is considering other alternatives in relation to the Hadera 2 site, in the event that it will be impossible to construct a natural gas-fired power plant.

F - 24

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES

The Group attaches to these condensed consolidated interim financial statements the condensed interim financial statements of Valley, Towantic and Shore, and the condensed interim financial data of Fairview (hereinafter - “Material Associates”), including adjustments from US GAAP to IFRS presented below. According to an approval issued by the Israel Securities Authority Staff at the request of the Company, the Company shall publish the condensed interim financial statements of Fairview for the first quarter of 2024 by June 30, 2024.

According to legal advice received by CPV Group, under the relevant US law it is not required to sign the financial statements of the material associates, and the attached financial statements were approved by the competent organs, and a review report of the independent auditors was attached thereto.

The Material Associates’ functional and presentation currency is the USD. As of the report date, the exchange rate is NIS 3.681 per USD.

The financial statements of the Material Associates are drawn up in accordance with US GAAP, which vary, in some respects, from IFRS. Following is information regarding adjustments made to the Material Associates’ financial statements in order to make them compatible with the Company’s accounting policies and rules.

The repayment date of Shore’s ancillary credit facilities, which as of March 31, 2024 total approx. NIS 350 million (approx. USD 95 million) and of which approx. NIS 260 million (approx. USD 71 million) has already been utilized, is March 31, 2025 (less than 12 months from the approval date of the financial statements). In addition, the repayment date of Shore’s long‑term loans, which as of March 31, 2024 total approx. NIS 1.3 billion (approx. USD 361 million), is December 31, 2025. Shore’s operating cash flows is its main source of liquidity. While Shore has produced cash flows that are sufficient to meet its liabilities under its financing agreements up to March 31, 2024, Shore expects that if the repayment date of the ancillary credit facilities is not extended, it will not have sufficient cash balances to repay the said credit facilities by their repayment date on March 31, 2025. If these credit facilities are not extended and Shore does not have sufficient liquid means to repay them by March 31, 2025, a cross‑default scenario is expected to be triggered, which may also trigger a call for immediate repayment, on that date, of Shore’s long‑term loans.

Shore is seeking to refinance, with the lenders, the long‑term loans as well as to extend the credit facilities prior to March 31, 2025. The CPV Group believes it reasonable that Shore will reach binding agreements with the lenders to extend the said credit facilities and/or to refinance the entire long‑term debt by March 31, 2025. It is noted that the CPV Group believes that in light of the energy margins and capacity prices, and pursuant to Shore’s financial performance as of March 31, 2024, particularly the coverage ratio that stands at 1.18 as of that date, it is possible that in connection with extension of the credit facilities and loans, as stated, Shore will require a certain capital injection, such that, the CPV Group believes as of the approval date of the financial statements, the share of the CPV Group in the said capital injection (if required) is expected to come from its own sources, such that an investment by the shareholders will not be necessary (in any event, it is not expected that an investment by the Company will be needed). As of the approval date of the financial statements, there is no certainty that the assessments of the CPV Group regarding the abovementioned events will materialize. Since the said events are not under the control of the CPV Group, there are significant doubts as to the ability of Shore to continue as a going concern.

Accordingly, Shore’s interim financial statements as of March 31, 2024 include disclosure regarding the circumstances relating to Shore’s ability to repay its liabilities within a period of 12 months of the approval date of the financial statements.

It is noted that Shore’s interim financial statements were prepared on the assumption that it will continue as a going concern and do not include any adjustments to the values and classification of the assets and liabilities that may be necessary if Shore is unable to continue as a going concern.

F - 25

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley

Statement of Financial Position:

		As of March 31, 2024
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		89		10,546			10,635
Restricted cash	D		10,546		(10,546	)		-
Property, plant & equipment	A,C,G		762,511		(149,257	)		613,254
Intangible assets	C		19,767		(19,767	)		-
Other assets			73,036		-			73,036
Total assets			865,949		(169,024	)		696,925
Accounts payable and deferred expenses	A		12,027		(1,753	)		10,274
Other liabilities			443,218		(2,268	)		440,950
Total liabilities			455,245		(4,021	)		451,224
Partners’ equity	A,G		410,704		(165,003	)		245,701
Total liabilities and equity			865,949		(169,024	)		696,925

		As of March 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		92		12,122			12,214
Restricted cash	D		48,771		(12,122	)		36,649
Property, plant & equipment	A,C,G		781,001		(162,678	)		618,323
Intangible assets	C		20,437		(20,437	)		-
Other assets			26,884		-			26,884
Total assets			877,185		(183,115	)		694,070
Accounts payable and deferred expenses	A		12,638		(1,423	)		11,215
Other liabilities			464,170		-			464,170
Total liabilities			476,808		(1,423	)		475,385
Partners’ equity	A,G		400,377		(181,692	)		218,685
Total liabilities and equity			877,185		(183,115	)		694,070

		As of December 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		98		1,059			1,157
Restricted cash	D		1,074		(1,059	)		15
Property, plant & equipment	A,C,G		768,584		(150,434	)		618,150
Intangible assets	C		19,935		(19,935	)		-
Other assets			102,031		-			102,031
Total assets			891,722		(170,369	)		721,353
Accounts payable and deferred expenses	A		13,750		(1,155	)		12,595
Other liabilities			467,005		(2,513	)		464,492
Total liabilities			480,755		(3,668	)		477,087
Partners’ equity	A,G		410,967		(166,701	)		244,266
Total liabilities and equity			891,722		(170,369	)		721,353

F - 26

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Statements of income and other comprehensive income:

		For the three-month period ended March 31, 2024
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Income			90,729			-			90,729
Operating expenses	A		54,381			(1,753	)		52,628
Depreciation and amortization	G		6,569			(190	)		6,379
Operating profit			29,779			1,943			31,722
Finance expenses	B		11,852			72			11,924
Profit for the period			17,927			1,871			19,798
Other comprehensive loss	B		(18,190	)		(173	)		(18,363	)
Comprehensive income (loss) for the period			(263	)		1,698			1,435

		For the three-month period ended March 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Income			77,918		-			77,918
Operating expenses	A		36,548		(1,423	)		35,125
Depreciation and amortization	G		6,515		(1,677	)		4,838
Operating profit			34,855		3,100			37,955
Finance expenses	B		9,127		(1,534	)		7,593
Profit for the period			25,728		4,634			30,362
Other comprehensive income (loss)	B		751		(1,534	)		(783	)
Comprehensive income for the period			26,479		3,100			29,579

		For the year ended December 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Income			219,128		-			219,128
Operating expenses	A		135,898		(9,860	)		126,038
Depreciation and amortization	G		26,077		(5,718	)		20,359
Operating profit			57,153		15,578			72,731
Finance expenses	B		45,029		(4,666	)		40,363
Profit for the year			12,124		20,244			32,368
Other comprehensive income	B		24,791		(2,153	)		22,638
Comprehensive income for the year			36,915		18,091			55,006

F - 27

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Valley (cont.)

Material adjustments to the statement of cash flows:

		For the three-month period ended March 31, 2024
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A,B,G		17,927			1,871			19,798
Net cash provided by operating activities			30,725			-			30,725
Net cash used for investing activities	E		(339	)		(7	)		(346	)
Net cash used for financing activities			(20,900	)		-			(20,900	)
Net increase (decrease) in cash and cash equivalents			9,486			(7	)		9,479
Balance of cash and cash equivalents of of the beginning of period	E		98			1,059			1,157
Restricted cash balance as of the beginning of the period	E		36,114			(36,114	)		-
Balance of cash and cash equivalents as of the end of the period	E		89			10,547			10,636
Restricted cash balance as of the end of the period	E		45,609			(45,609	)		-

		For the three-month period ended March 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period	A,B,G		25,728			4,634			30,362
Net cash provided by operating activities			35,984			-			35,984
Net cash provided by (used for) investing activities	E		(226	)		19,989			19,763
Net cash used for financing activities			(44,720	)		-			(44,720	)
Net increase (decrease) in cash and cash equivalents			(8,962	)		19,989			11,027
Balance of cash and cash equivalents of of the beginning of period	E		145			1,042			1,187
Restricted cash balance as of the beginning of the period	E		57,680			(57,680	)		-
Balance of cash and cash equivalents as of the end of the period	E		92			12,122			12,214
Restricted cash balance as of the end of the period	E		48,771			(48,771	)		-

		For the year ended December 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year	A,B,G		12,124			20,244			32,368
Net cash provided by operating activities			48,123			-			48,123
Net cash provided by (used for) investing activities	E		(7,601	)		21,585			13,984
Net cash used for financing activities			(62,135	)		-			(62,135	)
Net decrease in cash and cash equivalents			(21,613	)		21,585			(28	)
Balance of cash and cash equivalents as of the beginning of the year	E		145			1,041			1,186
Restricted cash balance as of the beginning of the year	E		57,680			(57,680	)		-
Balance of cash and cash equivalents as of the end of the year	E		98			1,059			1,157
Restricted cash balance as of the end of the year	E		36,114			(36,113	)		1

F - 28

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview

Statement of Financial Position:

		As of March 31, 2024
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		82		2,652			2,734
Restricted cash	D		2,743		(2,652	)		91
Property, plant & equipment	A,C		811,580		56,689			868,269
Intangible assets	C		26,536		(26,536	)		-
Other assets			66,307		-			66,307
Total assets			907,248		30,153			937,401
Accounts payable and deferred expenses	A		14,673		(6,722	)		7,951
Other liabilities			372,009		350			372,359
Total liabilities			386,682		(6,372	)		380,310
Partners’ equity	A		520,566		36,525			557,091
Total liabilities and equity			907,248		30,153			937,401

		As of March 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		57		775			832
Restricted cash	D		1,142		(775	)		367
Property, plant & equipment	A,C		833,254		47,403			880,657
Intangible assets	C		27,406		(27,406	)		-
Other assets			84,750		-			84,750
Total assets			946,609		19,997			966,606
Accounts payable and deferred expenses	A		16,288		(6,668	)		9,620
Other liabilities			452,867		630			453,497
Total liabilities			469,155		(6,038	)		463,117
Partners’ equity	A		477,454		26,035			503,489
Total liabilities and equity			946,609		19,997			966,606

		As of December 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		52		265			317
Restricted cash	D		947		(265	)		682
Property, plant & equipment	A,C		817,316		57,540			874,856
Intangible assets	C		26,753		(26,753	)		-
Other assets			80,408		-			80,408
Total assets			925,476		30,787			956,263
Accounts payable and deferred expenses	A		15,034		(5,435	)		9,599
Other liabilities			399,165		420			399,585
Total liabilities			414,199		(5,015	)		409,184
Partners’ equity	A		511,277		35,802			547,079
Total liabilities and equity			925,476		30,787			956,263

F - 29

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

 Fairview (cont.)

Statements of income and other comprehensive income:

		For the three-month period ended March 31, 2024
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		82,926			(1,473	)		3,321		84,774
Operating expenses	A		39,292			(2,419	)		3,321		40,194
Depreciation and amortization	A		6,860			1,766			-		8,626
Operating profit			36,774			(820	)		-		35,954
Finance expenses	B		2,898			(2,167	)		-		731
Profit for the period			33,876			1,347			-		35,223
Other comprehensive loss	B		(5,587	)		(624	)		-		(6,211	)
Comprehensive income for the period			28,289			723			-		29,012

		For the three-month period ended March 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income			89,095			-			8,053		97,148
Operating expenses	A		48,225			(2,251	)		8,053		54,027
Operating profit			40,870			2,251			-		43,121
Finance expenses	B		7,390			(1,379	)		-		6,011
Profit for the period			33,480			3,630			-		37,110
Other comprehensive loss	B		(3,346	)		(1,309	)		-		(4,655	)
Comprehensive income for the period			30,134			2,321			-		32,455

		For the year ended December 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		256,103			3,898			17,660		277,661
Operating expenses	A		119,737			(12,985	)		17,660		124,412
Depreciation and amortization			27,186			1,177			-		28,363
Operating profit			109,180			15,706			-		124,886
Finance expenses	B		24,191			(5,416	)		-		18,775
Profit for the year			84,989			21,122			-		106,111
Other comprehensive loss	B		(8,032	)		(9,034	)		-		(17,066	)
Comprehensive income for the year			76,957			12,088			-		89,045

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

F - 30

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Fairview (cont.)

Material adjustments to the statement of cash flows:

		For the three-month period ended March 31, 2024
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period			33,876			1,347			35,223
Net cash provided by operating activities			41,167			-			41,167
Net cash provided by (used for) investing activities	D		(907	)		2,826			1,919
Net cash used for financing activities			(40,670	)		-			(40,670	)
Net increase (decrease) in cash and cash equivalents			(410	)		2,826			2,416
Balance of cash and cash equivalents of of the beginning of period	D		52			265			317
Restricted cash balance as of the beginning of the period	D		28,328			(28,328	)		-
Balance of cash and cash equivalents as of the end of the period	D		82			2,651			2,733
Restricted cash balance as of the end of the period	D		27,888			(27,888	)		-

		For the three-month period ended March 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period			33,480			3,630			37,110
Net cash provided by operating activities			57,137			-			57,137
Net cash provided by (used for) investing activities	D		(160	)		9,129			8,969
Net cash used for financing activities			(66,732	)		-			(66,732	)
Net decrease in cash and cash equivalents			(9,755	)		9,129			(626	)
Balance of cash and cash equivalents of of the beginning of period	D		89			1,370			1,459
Restricted cash balance as of the beginning of the period	D		38,404			(38,404	)		-
Balance of cash and cash equivalents as of the end of the period	D		57			776			833
Restricted cash balance as of the end of the period	D		28,681			(28,681	)		-

		For the year ended December 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year			84,989			21,122			106,111
Net cash provided by operating activities			138,604			-			138,604
Net cash provided by (used for) investing activities	D		(3,967	)		8,971			5,004
Net cash used for financing activities			(144,750	)		-			(144,750	)
Net decrease in cash and cash equivalents			(10,113	)		8,971			(1,142	)
Balance of cash and cash equivalents as of the beginning of the year	D		89			1,370			1,459
Restricted cash balance as of the beginning of the year	D		38,404			(38,404	)		-
Balance of cash and cash equivalents as of the end of the year	D		52			265			317
Restricted cash balance as of the end of the year	D		28,328			(28,328	)		-

F - 31

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic

Statement of Financial Position:

		As of March 31, 2024
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		98		865			963
Restricted cash	D		947		(865	)		82
Property, plant & equipment	A,C		734,659		80,636			815,295
Intangible assets	C		50,455		(50,455	)		-
Other assets			125,911		-			125,911
Total assets			912,070		30,181			942,251
Accounts payable and deferred expenses	A		9,976		(2,368	)		7,608
Other liabilities			382,650		(88	)		382,562
Total liabilities			392,626		(2,456	)		390,170
Partners’ equity	A		519,444		32,637			552,081
Total liabilities and equity			912,070		30,181			942,251

		As of March 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		100		10,878			10,978
Restricted cash	D		10,884		(10,878	)		6
Property, plant & equipment	A,C		758,664		80,991			839,655
Intangible assets	C		53,965		(53,965	)		-
Other assets			116,069		-			116,069
Total assets			939,682		27,026			966,708
Accounts payable and deferred expenses	A		15,871		(2,109	)		13,762
Other liabilities			514,313		(158	)		514,155
Total liabilities			530,184		(2,267	)		527,917
Partners’ equity	A		409,498		29,293			438,791
Total liabilities and equity			939,682		27,026			966,708

		As of December 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		100		1,946			2,046
Restricted cash	D		2,004		(1,946	)		58
Property, plant & equipment	A,C		740,844		80,810			821,654
Intangible assets	C		51,333		(51,333	)		-
Other assets			131,405		-			131,405
Total assets			925,686		29,477			955,163
Accounts payable and deferred expenses	A		14,167		(2,107	)		12,060
Other liabilities			412,217		(105	)		412,112
Total liabilities			426,384		(2,212	)		424,172
Partners’ equity	A		499,302		31,689			530,991
Total liabilities and equity			925,686		29,477			955,163

F - 32

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Statements of income and other comprehensive income:

		For the three-month period ended March 31, 2024
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		134,344			(15,207	)		-		119,137
Operating expenses	A		83,392			(2,367	)		-		81,025
Depreciation and amortization	A		7,227			1,402			-		8,629
Operating profit			43,725			(14,242	)		-		29,483
Finance expenses	B		4,439			(1,082	)		-		3,357
Profit for the period			39,286			(13,160	)		-		26,126
Other comprehensive loss	B		(19,144	)		14,107			-		(5,037	)
Comprehensive income for the period			20,142			947			-		21,089

		For the three-month period ended March 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*			IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand			In USD thousand
Income			113,886			-			(1,496	)		112,390
Operating expenses	A		56,550			(2,109	)		(1,496	)		52,945
Depreciation and amortization	A		7,209			1,402			-			8,611
Operating profit			50,127			707			-			50,834
Finance expenses	B		6,670			(1,390	)		-			5,280
Profit for the period			43,457			2,097			-			45,554
Other comprehensive loss	B		(3,966	)		(1,407	)		-			(5,373	)
Comprehensive income for the period			39,491			690			-			40,181

		For the year ended December 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		380,081			19,039			15,698		414,818
Operating expenses	A		198,011			(8,765	)		15,698		204,944
Depreciation and amortization	A		28,843			5,609			-		34,452
Operating profit			153,227			22,195			-		175,422
Finance expenses	B		19,317			(7,346	)		-		11,971
Profit for the year			133,910			29,541			-		163,451
Other comprehensive loss	B		(4,815	)		(26,455	)		-		(31,270	)
Comprehensive income for the year			129,095			3,086			-		132,181

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

F - 33

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Towantic (cont.)

Material adjustments to the statement of cash flows:

		For the three-month period ended March 31, 2024
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period			39,286			(13,160	)		26,126
Net cash provided by operating activities			41,784			-			41,784
Net cash used for investing activities	D		(119	)		(1,311	)		(1,430	)
Net cash used for financing activities			(41,437	)		-			(41,437	)
Net increase (decrease) in cash and cash equivalents			228			(1,311	)		(1,083	)
Balance of cash and cash equivalents of of the beginning of period	D		100			1,946			2,046
Restricted cash balance as of the beginning of the period	D		46,767			(46,767	)		-
Balance of cash and cash equivalents as of the end of the period	D		98			865			963
Restricted cash balance as of the end of the period	D		46,997			(46,997	)		-

		For the three-month period ended March 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the period			43,457			2,097			45,554
Net cash provided by operating activities			32,443			-			32,443
Net cash provided by investing activities	D		-			4,194			4,194
Net cash used for financing activities			(65,979	)		-			(65,979	)
Net increase (decrease) in cash and cash equivalents			(33,536	)		4,194			(29,342	)
Balance of cash and cash equivalents of of the beginning of period	D		90			40,230			40,320
Restricted cash balance as of the beginning of the period	D		119,838			(119,838	)		-
Balance of cash and cash equivalents as of the end of the period	D		100			10,878			10,978
Restricted cash balance as of the end of the period	D		86,292			(86,292	)		-

		For the year ended December 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Profit for the year			133,910			29,541			163,451
Net cash provided by operating activities			122,769			-			122,769
Net cash provided by (used for) investing activities	D		(1,182	)		34,787			33,605
Net cash used for financing activities			(194,648	)		-			(194,648	)
Net increase (decrease) in cash and cash equivalents			(73,061	)		34,787			(38,274	)
Balance of cash and cash equivalents as of the beginning of the year	D		90			40,230			40,320
Restricted cash balance as of the beginning of the year	D		119,838			(119,838	)		-
Balance of cash and cash equivalents as of the end of the year	D		100			1,946			2,046
Restricted cash balance as of the end of the year	D		46,767			(46,767	)		-

F - 34

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Shore

Statement of Financial Position:

		As of March 31, 2024
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		49		1,491			1,540
Restricted cash	D		3,641		(1,491	)		2,150
Derivatives	F		47		11,694			11,741
Property, plant & equipment	A,C		576,973		43,514			620,487
Intangible assets	C		14,562		(14,562	)		-
Right‑of‑use assets	E		88,568		139,268			227,836
Other assets	F		108,011		(11,894	)		96,117
Total assets			791,851		168,020			959,871
Accounts payable and deferred expenses	A		21,119		(1,599	)		19,520
Long-term lease liability	E		75,454		143,342			218,796
Other liabilities			458,747		8,666			467,413
Total liabilities			555,320		150,409			705,729
Partners’ equity	A,E,F		236,531		17,611			254,142
Total liabilities and equity			791,851		168,020			959,871

		As of March 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		41		5,761			5,802
Restricted cash	D		5,761		(5,761	)		-
Property, plant & equipment	A,C		598,009		41,062			639,071
Intangible assets	C		15,110		(15,110	)		-
Right‑of‑use assets	E		90,195		146,393			236,588
Other assets			147,139		(808	)		146,331
Total assets			856,255		171,537			1,027,792
Accounts payable and deferred expenses	A		8,592		(1,137	)		7,455
Long-term lease liability			75,791		147,527			223,318
Other liabilities			455,013		6,868			461,881
Total liabilities			539,396		153,258			692,654
Partners’ equity	A,E		316,859		18,279			335,138
Total liabilities and equity			856,255		171,537			1,027,792

		As of December 31, 2023
		US GAAP		Adjustments			IFRS
		In USD thousand		In USD thousand			In USD thousand
Cash and cash equivalents	D		48		5,400			5,448
Restricted cash	D		7,529		(5,400	)		2,129
Derivatives	F		-		14,304			14,304
Property, plant & equipment	A,C		582,326		44,552			626,878
Intangible assets			14,699		(14,699	)		-
Right‑of‑use assets	E		88,979		141,044			230,023
Other assets			126,619		(15,638	)		110,981
Total assets			820,200		169,563			989,763
Accounts payable and deferred expenses	A		21,652		(2,615	)		19,037
Long-term lease liability			75,775		144,152			219,927
Other liabilities			463,073		8,316			471,389
Total liabilities			560,500		149,853			710,353
Partners’ equity	A,E,F		259,700		19,710			279,410
Total liabilities and equity			820,200		169,563			989,763

F - 35

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Shore (cont.)

Statements of income and other comprehensive income:

		For the three-month period ended March 31, 2024
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		44,552			(441	)		-		44,111
Fuels and other	E		31,803			(3,987	)		-		27,816
Other operating expenses	A		14,869			(1,599	)		-		13,270
Depreciation and amortization	A,E		5,490			4,898			-		10,388
Operating loss			(7,610	)		247			-		(7,363	)
Finance expenses	B,E		6,935			3,006			-		9,941
Loss for the period			(14,545	)		(2,759	)		-		(17,304	)
Other comprehensive income	B		(8,624	)		659			-		(7,965	)
Comprehensive loss for the period			(23,169	)		(2,100	)		-		(25,269	)

		For the three-month period ended March 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income			12,174			-			21,840		34,014
Fuels and other	E		21,295			(3,986	)		21,840		39,149
Other operating expenses	A		18,721			(6,409	)		-		12,312
Depreciation and amortization	A,E		5,494			2,548			-		8,042
Operating loss			(33,336	)		7,847			-		(25,489	)
Finance expenses	B,E		6,617			1,987			-		8,604
Loss for the period			(39,953	)		5,860			-		(34,093	)
Other comprehensive loss	B		(2,841	)		(833	)		-		(3,674	)
Comprehensive loss for the period			(42,794	)		5,027			-		(37,767	)

		For the year ended December 31, 2023
		US GAAP			IFRS adjustments			Adjustments to the Group’s accounting policies*		IFRS - according to the Group’s accounting policies
		In USD thousand			In USD thousand			In USD thousand		In USD thousand
Income	B		112,217			749			21,839		134,805
Fuels and other	E		80,782			(15,947	)		21,839		86,674
Other operating expenses	A		66,611			(18,196	)		-		48,415
Depreciation and amortization	A,E		21,969			16,338			-		38,307
Operating loss			(57,145	)		18,554			-		(38,591	)
Finance expenses	B,E		28,043			8,312			-		36,355
Loss for the year			(85,188	)		10,242			-		(74,946	)
Other comprehensive loss	B		(14,945	)		(3,783	)		-		(18,728	)
Comprehensive loss for the year			(100,133	)		6,459			-		(93,674	)

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

F - 36

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Shore (cont.)

Material adjustments to the statement of cash flows:

		For the three-month period ended March 31, 2024
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Loss for the period			(14,545	)		(2,759	)		(17,304	)
Net cash used for operating activities			(3,859	)		-			(3,859	)
Net cash used for investing activities	D		-			(919	)		(919	)
Net cash provided by financing activities			869			-			869
Net decrease in cash and cash equivalents			(2,990	)		(919	)		(3,909	)
Balance of cash and cash equivalents of of the beginning of period	D		48			5,400			5,448
Restricted cash balance as of the beginning of the period	D		77,609			(77,609	)		-
Balance of cash and cash equivalents as of the end of the period	D		49			1,490			1,539
Restricted cash balance as of the end of the period	D		74,618			(74,618	)		-

		For the three-month period ended March 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Loss for the period			(39,953	)		5,860			(34,093	)
Net cash used for operating activities			(6,081	)		-			(6,081	)
Net cash used for investing activities	D		(27	)		(5,062	)		(5,089	)
Net cash provided by financing activities			5,000			-			5,000
Net decrease in cash and cash equivalents			(1,108	)		(5,062	)		(6,170	)
Balance of cash and cash equivalents of of the beginning of period	D		39			11,933			11,972
Restricted cash balance as of the beginning of the period	D		89,905			(89,905	)		-
Balance of cash and cash equivalents as of the end of the period	D		41			5,761			5,802
Restricted cash balance as of the end of the period	D		88,795			(88,795	)		-

		For the year ended December 31, 2023
		US GAAP			Adjustments			IFRS
		In USD thousand			In USD thousand			In USD thousand
Loss for the year			(85,188	)		10,242			(74,946	)
Net cash provided by operating activities			4,157			-			4,157
Net cash provided by (used for) investing activities	D		(408	)		5,763			5,355
Net cash used for financing activities			(16,036	)					(16,036	)
Net decrease in cash and cash equivalents			(12,287	)		5,763			(6,524	)
Balance of cash and cash equivalents as of the beginning of the year	D		39			11,933			11,972
Restricted cash balance as of the beginning of the year	D		89,905			(89,905	)		-
Balance of cash and cash equivalents as of the end of the year	D		48			5,400			5,448
Restricted cash balance as of the end of the year	D		77,609			(77,609	)		-

F - 37

OPC Energy Ltd.

Notes to the Condensed Consolidated Interim Financial Statements as of March 31, 2024 (Unaudited)

NOTE 11 - ATTACHMENT OF FINANCIAL STATEMENTS OF MATERIAL ASSOCIATES (cont.)

Below is a breakdown of the key adjustments between US GAAP and IFRS in Valley, Fairview, Towantic and Shore

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

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

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

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

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

F. Certain compound financial instruments are classified in full as derivatives in IFRS. Under US GAAP, these financial instruments are bifurcated between derivatives and non-derivative financial instruments.

G. Impairment of property, plant and equipment in Valley: In 2021, prior to the acquisition date of CPV Group, indications of impairment of the property, plant and equipment were identified. Under IFRS, the carrying amount exceeded the recoverable amount (the discounted cash flows that Valley expects to generate from the asset), and consequently an impairment loss was recognized. Under US GAAP, the non-discounted cash flows that Valley expects to generate from the asset exceeded the carrying amount, and therefore no impairment loss was recognized. Since the impairment loss was taken into account as part of the excess cost allocation work as of the acquisition date of CPV Group, its subsequent reversal in Valley’s financial statements, if recognized, shall not affect the Company's results.

F - 38