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What changed in Kenon Holdings Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Kenon Holdings Ltd.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1725 added−1292 removedSource: 20-F (2026-03-30) vs 20-F (2025-04-02)

Top changes in Kenon Holdings Ltd.'s 2025 20-F

1725 paragraphs added · 1292 removed · 662 edited across 5 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeHistory and Development of the Company 34 B. Business Overview 34 C. Organizational Structure 104 D. Property, Plants and Equipment 104
Biggest changeHistory and Development of the Company 39 C. Organizational Structure 40 D. Property, Plants and Equipment 130
ITEM 2. Offer Statistics and Expected Timetable 1 A. Offer Statistics 1 B. Methods and Expected Timetable 1 ITEM 3. Key Information 1 A. Reserved 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. Information on the Company 34 A.
ITEM 2. Offer Statistics and Expected Timetable 1 A. Offer Statistics 1 B. Methods and Expected Timetable 1 ITEM 3. Key Information 1 A. Reserved 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. Information on the Company 39 A.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

269 edited+393 added−256 removed125 unchanged
Biggest changeTowantic March 11, 2016 363 268 (2) June 30, 2025 Fixed debt interest rate – 5.1% SOFR – 8.7% Weighted-average interest as at December 31, 2024: 5.9% Similar to Fairview (see above) 135 Project Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2024 Maturity Date Annual interest Covenants Maryland August 8, 2014 450 308 (3) May 11, 2028 (Term Loan B) November 11, 2027 (Ancillary Facilities) Fixed debt interest rate – 5.9% SOFR – 8.9% Weighted-average interest as at December 31, 2024: 7.0% Historical debt service coverage ratio of 1:1 during the last 4 quarters.
Biggest changeProject Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2025 Maturity Date Annual interest Fairview October 7, 2025 (1) 775 728 (2) August 14, 2031 Fixed debt interest rate – 5.4% SOFR – 8.2% Weighted-average interest as at December 31, 2025: 6.2% Towantic June 27, 2024 363 263 (3) June 30, 2029 Fixed debt interest rate – 5.1% SOFR – 8.7% Weighted-average interest as at December 31, 2025: 7.9% Maryland May 2021 450 246 (4) May 11, 2028 (Term Loan B) November 11, 2027 (Ancillary Facilities) Fixed debt interest rate – 5.9% SOFR – 8.9% Weighted-average interest as at December 31, 2025: 5.8% Shore February 4, 2025 436 352 (5) 2032 (Term Loan and LC) 2030 (Ancillary facilities) Fixed debt interest rate – 4.1% SOFR – 9.1% Weighted-average interest as at December 31, 2025: 7.8% Valley June 12, 2015 as amended in June 2023 470 325 (6) Extended to May 31, 2026 SOFR – 10.8% Weighted-average interest as at December 31, 2025: 9.8% Valley (Valley Term Loan B) February 17, 2026 425 289 (7) February 17, 2033 (for Term Loan B) February 17, 2032 (for additional facilities) Interest margin of 2.75% Three Rivers August 21, 2020 875 645 (8) June 30, 2028 (2) Fixed debt interest rate – 4.6% SOFR – 9.1% Weighted-average interest as at December 31, 2025: 5.2% Keenan August 2021 120 56 (9) December 31, 2030 Fixed debt interest rate – 2.0% SOFR – 6.5% Mountain Wind April 6, 2023 92 62.4 (10) April 6, 2028 Fixed debt interest rate – 4.9% SOFR – 7.0% Rogue’s Wind August 16, 2024 257 121 (11) 3 years from the Loan Conversion Date.
The CPV Group is required to hold major source permits (mostly issued by the environmental protection agencies in each state) before the commencement of the construction of such power plants.
CPV Group is required to hold major source permits (mostly issued by the environmental protection agencies in each state) before the commencement of the construction of such power plants.
Depending on air quality in a certain region and its being in line with air quality standards, CPV may be required to obtain emission reduction credit in order to offset potential emissions of each power plant (as it’s the case in connection with natural gas-fired power plants that were or will be built by the CPV Group in New York, Connecticut and Illinois).
Depending on air quality in a certain region and its being in line with air quality standards, CPV may be required to obtain emission reduction credit in order to offset potential emissions of each power plant (as it’s the case in connection with natural gas-fired power plants that were or will be built by CPV Group in New York, Connecticut and Illinois).
Furthermore, the CPV Group’s natural gas-fired projects are also subject to the above laws although to a lesser extent than wind and solar.
Furthermore, CPV Group’s natural gas-fired projects are also subject to the above laws although to a lesser extent than wind and solar.
The CPV Group’s project companies may be subject to other federal permits, licensing arrangements, approvals and other requirements by other federal agencies under various legislation, including the Advisory Council on Historic Preservation; the ACOE referred to above (in connection with the ‘Waters of the U.S.’); the United States Fish and Wildlife Service in connection with potential effects on endangered species, migratory birds, certain species of eagle, and natural habitats that are critical for those animals; and the Federal Bureau of Land Management, in connection with projects that require the use of federal land managed by the federal government.
CPV Group’s project companies may be subject to other federal permits, licensing arrangements, approvals and other requirements by other federal agencies under various legislation, including the Advisory Council on Historic Preservation; the ACOE referred to above (in connection with the ‘Waters of the U.S.’); the United States Fish and Wildlife Service in connection with potential effects on endangered species, migratory birds, certain species of eagle, and natural habitats that are critical for those animals; and the Federal Bureau of Land Management, in connection with projects that require the use of federal land managed by the federal government.
For example, the price of the natural gas paid in the Hadera and Gat gas supply agreements are denominated in dollars and, therefore, these plants have full exposure to changes in the currency exchange rate, subject to a minimum USD-denominated price. In addition, the price set forth in the Energean Agreements is fully linked to the U.S. Dollar.
For example, the price of the natural gas paid in the Hadera and Gat gas supply agreements are denominated in dollars and, therefore, these plants have full exposure to changes in the currency exchange rate, subject to a minimum USD-denominated price. In addition, the price set forth in the Energean gas supply agreements is fully linked to the U.S. Dollar.
From time to time OPC signs significant construction and maintenance contracts that are denominated in different currencies, particularly the dollar and the euro. Furthermore, OPC is indirectly influenced by changes in the U.S.
From time to time, OPC signs significant construction and maintenance contracts that are denominated in different currencies, particularly the U.S. Dollar and the Euro. Furthermore, OPC is indirectly influenced by changes in the U.S.
Changes in regulation, in the policies of governments and regulators or their approach to the interpretation of regulation may have different effects on the power plants owned by the Group or on the power plants that the Group intends to develop as well as on the viability in the construction of new power plants.
Changes in regulation, the policies of governments and regulators or their approach to the interpretation of regulation may have different effects on the power plants owned by the Group or on the power plants that the Group intends to develop as well as on the viability in the construction of new power plants.
The principal and interest for Series D bonds will be repaid in unequal semi-annual payments (on March 25, and September 25), as set out in the amortization schedule, starting from March 25, 2026 in relation to the principal and September 25, 2024 in relation to interest.
The principal and interest for Series D bonds will be repaid in unequal semi-annual payments (on March 25, and September 25), as set out in the amortization schedule, starting from March 25, 2026 in relation to the principal and September 25, 2024 in relation to interest.
In August 2023, the CPV Group entered into a $370 million financing agreement with lenders including Israeli banking corporations for the purpose of financing the construction and initial operating period of qualifying projects in the field of renewable energy in the United States. CPV’s Maple Hill, Stagecoach and Backbone projects are qualifying projects.
In August 2023, CPV Group entered into a $370 million financing agreement with lenders including Israeli banking corporations for the purpose of financing the construction and initial operating period of qualifying projects in the field of renewable energy in the United States. CPV’s Maple Hill, Stagecoach and Backbone projects are qualifying projects.
The final repayment date is the earlier of four years after the financial closing date (which would be August 23, 2027) or one year after the conversion date of the third qualifying project based on the CPV Group’s assessment that Backbone achieving its conversion date in July 2025).
The final repayment date is the earlier of four years after the financial closing date (which would be August 23, 2027) or one year after the conversion date of the third qualifying project based on CPV Group’s assessment that Backbone (achieving its conversion date in July 2025).
For further information on important factors that could cause our actual results to differ materially from the results described in the forward-looking statements contained in this discussion and analysis, see “ Special Note Regarding Forward-Looking Statements ” and “ Item 3.D Risk Factors. ” 104 Business Overview For a discussion of our strategy, see “ Item 4.B Business Overview. ” Overview of Financial Information Presented As a holding company, Kenon’s results of operations primarily comprise the financial results of each of its businesses.
For further information on important factors that could cause our actual results to differ materially from the results described in the forward-looking statements contained in this discussion and analysis, see “ Special Note Regarding Forward-Looking Statements ” and “ Item 3.D Risk Factors. ” Business Overview For a discussion of our strategy, see “ Item 4.B Business Overview. ” Overview of Financial Information Presented As a holding company, Kenon’s results of operations primarily comprise the financial results of each of its businesses.
Efficiency requirements and reduced emission restrictions were provided with respect to gas turbines that generate at a partial baseload or a low baseload. The various states have two years to develop compliance plans for the existing coal plants but compliance for new natural gas plants (the construction of which started after 2023) is immediate. In July 2024, the U.S.
Efficiency requirements and reduced emission restrictions were provided with respect to gas turbines that generate at a partial baseload or a low baseload. The various states would have two years to develop compliance plans for the existing coal plants but compliance for new natural gas plants (the construction of which started after 2023) is immediate. In July 2024, the U.S.
Kenon seeks to generate attractive returns on its cash and cash equivalents, and seeks to use treasury products with credit ratings that are at least rated investment grade. Kenon’s sources of liquidity include dividends from and sales of interests in its subsidiaries and associated companies. Accordingly, the dividend policies of and dividends paid by ZIM and OPC impact Kenon’s liquidity.
Kenon seeks to generate attractive returns on its cash and cash equivalents, and seeks to use treasury products with credit ratings that are at least rated investment grade. Kenon’s sources of liquidity include dividends from and sales of interests in its subsidiaries and associated companies. Accordingly, the dividend policies of and dividends paid by OPC impact Kenon’s liquidity.
The power plants may also be required to hold permits for flowing water, waste water and other waste into the local sewer systems or into other water sources in the United States. • Due to the height and location of the exhaust stacks and other components of the generation facilities, which could endanger the air traffic, the power plants are required to hold a permit for construction of the stacks and additional components in the generation facilities.
The power plants may also be required to hold permits for flowing water, waste water and other waste into the local sewer systems or into other water sources in the United States. 124 • Due to the height and location of the exhaust stacks and other components of the generation facilities, which could endanger the air traffic, the power plants are required to hold a permit for construction of the stacks and additional components in the generation facilities.
Set forth below is a discussion of losses/(profit) for our associated companies, net of tax. ZIM As a result of the completion of the sale of ZIM in December 2024, Kenon recognized a gain on sale of approximately $486 million in its consolidated financial statements and ZIM ceased to be an associate of the Group.
Set forth below is a discussion of profit for our associated companies, net of tax. ZIM As a result of the completion of the sale of ZIM in December 2024, Kenon recognized a gain on sale of approximately $486 million in its consolidated financial statements and ZIM ceased to be an associate of the Group.
This chart should be read in conjunction with the explanation of our ownership and organizational structure above. D. Property, Plants and Equipment For information on our property, plants and equipment, see “ Item 4.B Business Overview .” ITEM 4A. Unresolved Staff Comments Not Applicable. ITEM 5.
This chart should be read in conjunction with the explanation of our ownership and organizational structure above. 129 D. Property, Plants and Equipment For information on our property, plants and equipment, see “ Item 4.B Business Overview .” ITEM 4A . Unresolved Staff Comments Not Applicable. ITEM 5 .
An economic downturn in Israel and a possible unfavorable impact on the economy or business sector could cause, among other things, a decrease in the demand for energy sold by OPC, on the activity of OPC’s consumers, as well as on the availability and cost of financing to OPC.
An economic downturn in Israel and a possible unfavorable impact on the economy or business sector could cause, among other things, a decrease in the demand for energy sold by OPC, on the activity of OPC’s consumers and suppliers, as well as on the availability and cost of financing to OPC.
The CPV Group’s operations in areas where there are threatened or endangered species, or in areas where there are critical natural habitats, may require certain permits or be subject to harsh restrictions or requirements to take protective measures in connection with these species. The CPV Group may also be prevented from developing projects in these areas.
CPV Group’s operations in areas where there are threatened or endangered species, or in areas where there are critical natural habitats, may require certain permits or be subject to harsh restrictions or requirements to take protective measures in connection with these species. CPV Group may also be prevented from developing projects in these areas.
Adjusted EBITDA after proportionate consolidation We present Adjusted EBITDA after proportionate consolidation for OPC. This is a non-IFRS financial measures, and are defined in this report where these figures are presented. We present Adjusted EBITDA after proportionate consolidation of OPC in this annual report because this is a key measure used by OPC to evaluate their operating performance.
Adjusted EBITDA after proportionate consolidation We present Adjusted EBITDA after proportionate consolidation for OPC. This is a non-IFRS financial measure, and are defined in this annual report where these figures are presented. We present Adjusted EBITDA after proportionate consolidation of OPC in this annual report because this is a key measure used by OPC to evaluate their operating performance.
(2) Includes short-term and long-term debt. The following table sets forth a reconciliation of OPC’s net profit/(loss) to its Adjusted EBITDA after proportionate consolidation is for the periods presented.
(2) Includes short-term and long-term debt. 131 The following table sets forth a reconciliation of OPC’s net profit/(loss) to its Adjusted EBITDA after proportionate consolidation is for the periods presented.
Security and political events, such as war or an act of terror, could cause damage to the facilities used by OPC, including damage to the facilities of the power plants, construction of the power plants and additional projects, IT systems, shortage of foreign manpower and experts, damage to the system for transmission of natural gas to the power plants and the grid, damage to OPC’s material suppliers (such as natural gas suppliers) or material customers, thereby adversely affecting the continuous supply of electricity to customers, as well as OPC’s financial resilience and its ability to comply with its financing agreements and fulfill its commitments.
Security and political events, such as war or an act of terror, could cause damage to the facilities used by OPC, including damage to the facilities of the power plants, construction of the power plants and additional projects, IT systems, shortage of foreign manpower and experts, damage to the system for transmission of natural gas to the power plants and the grid, damage to OPC’s material suppliers (such as natural gas suppliers) or material customers, thereby adversely affecting the continuous supply of electricity to customers, as well as OPC’s financial robustness and its ability to comply with its financing agreements and fulfill its commitments.
By virtue of the Clean Air Law, the System Operator also has the power to require an owner of a generation unit to operate the generation unit beyond the time it is allowed to operate it under the emission permit if a risk situation arises with respect to projects under construction in consumers’ premises; in some of the projects, the consumer’s emissions permit should be updated regarding the activity of the generation facility being constructed by OPC, and OPC is acting and will act to update the permits as needed.
By virtue of the Clean Air Law, the System Operator also has the power to require an owner of a generation unit to operate the generation unit beyond the time it is permitted to operate it under the emission permit if a risk situation arises with respect to projects under construction in consumers’ premises; in some of the projects, the consumer’s emissions permit should be updated regarding the activity of the generation facility being constructed by OPC, and OPC is acting and will act to update the permits as needed.
The revisions include (i) the continued use of the gas turbine as the index for the demand curve, (ii) the inclusion of Reliability Must Run units—resources scheduled to retire that are retained for reliability purposes—into the capacity market auctions as generic supply, (iii) setting of a uniform penalty rate for under-performance across all generation resources, (iv) increased flexibility in offer submissions and (v) elimination of the automatic must-offer exemptions for certain resource classes.
The revisions include (i) the continued use of the gas turbine as the index for the demand curve, (ii) the inclusion of Reliability Must Run units—resources scheduled to retire that are retained for reliability purposes—into the capacity market auctions as generic supply, (iii) setting of a uniform penalty rate for under-performance across all generation resources, (iv) increased flexibility in offer submissions and (vi) elimination of the automatic must-offer exemptions for certain resource classes.
In some cases (Shore, Maryland, Valley, Towantic, Maple Hill, Backbone and Stagecoach), the projects have come to an arrangement for a long-term payment which replaces the regular assessment and taxation process or recognizes certain exemption provisions in relevant laws or regulations. The long-term payment arrangements run between 20 and 35 years from COD for each applicable project.
In some cases (Shore, Maryland, Valley, Towantic, Basin Ranch, Maple Hill, Backbone and Stagecoach), the projects have come to an arrangement for a long-term payment which replaces the regular assessment and taxation process or recognizes certain exemption provisions in relevant laws or regulations. The long-term payment arrangements run between 20 and 35 years from COD for each applicable project.
The PJM market The PJM Interconnection (PJM) is an RTO and ISO that operates a wholesale electricity market and serves as an administrator of the electric transmission system which covers parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia, serving more than 65 million residents.
The PJM Market The PJM Interconnection (PJM) is an RTO and ISO that operates a wholesale electricity market and serves as an administrator of the electric transmission system which covers parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia, serving more than 67 million residents.
The long-term payments by virtue of such agreements fund community entities or reimburse the local community for the impact during construction. These payments are spread over periods of 20 to 30 years from COD. Renewable energies The Inflation Reduction Act of 2022 In 2022, the IRA was signed into law by President Biden.
The long-term payments by virtue of such agreements fund community entities or reimburse the local community for the impact during construction. These payments are spread over periods of 20 to 30 years from COD. Renewable Energy The Inflation Reduction Act of 2022 In 2022, the IRA was signed into law by President Biden.
Furthermore, 23 states (including Maryland, New York, New Jersey, Connecticut and Illinois, states in which the CPV Group operates), the District of Columbia and Puerto Rico adopted legislative agendas and/or administrative orders in order to achieve carbon neutrality or 100% zero-emission electricity supply within the next 20-30 years.
Furthermore, 24 states (including Maryland, New York, New Jersey, Connecticut and Illinois, states in which CPV Group operates), the District of Columbia and Puerto Rico adopted legislative agendas and/or administrative orders in order to achieve carbon neutrality or 100% zero-emission electricity supply within the next 20-30 years.
These tax credits are subject to phase out, starting from the later of 2032 and when U.S. greenhouse gas emissions from electricity generation equal or are less than 25% of 2022 electricity generation emissions levels. Projects eligible for these tax credits will also be eligible to use 5-year accelerated depreciation for project assets.
These tax credits are subject to phase out, starting from the later of 2034 and when U.S. greenhouse gas emissions from electricity generation equal or are less than 25% of 2022 electricity generation emissions levels. Projects eligible for these tax credits will also be eligible to use 5-year accelerated depreciation for project assets.
If an adverse decision is made after the administrative appeals process, Valley may appeal NYSDEC’s final decision to the New York Supreme Court. In such scenario, New York State law allows Valley to seek the court for an order allowing to continue its operation under Section 401 of the SAPA during the pendency of the court proceedings.
If an adverse decision is made after the administrative appeals process, Valley may appeal NYSDEC’s final decision to the New York Supreme Court. In such scenario, New York State law allows Valley to seek the court for an order allowing to continue its operation under the SAPA during the pendency of the court proceedings.
For example, in 2024 and 2022, Kenon made investments in OPC in connection with an equity capital raises by OPC. OPC’s strategy contemplates continuing development of projects, particularly at CPV, and potentially further acquisitions which will require significant financing, via equity or debt facilities, to further its development.
For example, in 2025, 2024 and 2022, Kenon made investments in OPC in connection with equity capital raises by OPC. OPC’s strategy contemplates continuing development of projects, particularly at CPV, and potentially further acquisitions which will require significant financing, via equity or debt facilities, to further its development.
In April 2021, Kenon’s subsidiary Quantum entered into a Sale Agreement with the Majority Qoros Shareholder to sell its remaining 12% interest in Qoros for RMB 1.56 billion (approximately $214 million) and Baoneng Group provided a guarantee of the Majority Qoros Shareholder’s obligations under the Sale Agreement.
In April 2021, Kenon’s subsidiary Quantum entered into a Sale Agreement with the Majority Qoros Shareholder to sell its remaining 12% interest in Qoros for RMB 1.56 billion (approximately $223 million) and Baoneng Group provided a guarantee of the Majority Qoros Shareholder’s obligations under the Sale Agreement.
Following are key arrangements set forth in the IRA which may be relevant for the CPV Group’s activities: The IRA includes a number of benefits available to renewable energy projects. The IRA extends the ITC and the PTC for renewable energy projects that commence construction before January 1, 2025.
Following are key arrangements set forth in the IRA which may be relevant for CPV Group’s activities: The IRA includes a number of benefits available to renewable energy projects. The IRA extends the ITC and the PTC for renewable energy projects that commenced construction before January 1, 2025.
Operating and Financial Review and Prospects This section should be read in conjunction with our audited consolidated financial statements, and the related notes thereto, for the years ended December 31, 2024, 2023 and 2022, included elsewhere in this annual report. Our financial statements have been prepared in accordance with IFRS.
Operating and Financial Review and Prospects This section should be read in conjunction with our audited consolidated financial statements, and the related notes thereto, for the years ended December 31, 2025, 2024 and 2023, included elsewhere in this annual report. Our financial statements have been prepared in accordance with IFRS.
The RGGI regulation applies to 4 of the 6 power plants of the CPV Group in the Energy Transition segment: Maryland, Shore, Valley and Towantic. Set forth below is a summary of the prices of the gas‑emission quotas (carbon emission tax) from the RGGI tenders for the periods indicated.
The RGGI regulation applies to 4 of the 6 power plants of CPV Group in the Energy Transition segment: Maryland, Shore, Valley and Towantic. Set forth below is a summary of the prices of the gas-emission quotas (carbon emission tax) from the RGGI auctions for the periods indicated.
During 2023 and 2024, hedging agreements and future sale agreements were in place for the Energy Transition power plants, in accordance with the CPV Group's electricity margin hedging policy, which is generally up to 50% of the expected production volume (the actual hedging rate may vary).
During 2024 and 2025, hedging agreements and future sale agreements were in place for the Energy Transition power plants, in accordance with CPV Group’s electricity margin hedging policy, which is generally up to 50% of the expected production volume (the actual hedging rate may vary).
An economic downturn in Israel and around the world, or a decline in the scope in the economic activity might impact the availability and costs of credit in the market, and accordingly have an adverse effect on OPC’s liquidity, projects’ profitability, the ability to realize the growth strategy, etc.
An economic downturn in Israel and around the world, or a decline in the scope in the economic activity might impact the availability and costs of credit in the market, and accordingly have an adverse effect on OPC’s liquidity, projects’ profitability, the ability to realize the growth strategy, etc., and vice versa.
Repurchases under the Repurchase Plan are subject to the authority of the share purchase authorization which was renewed by shareholders at the 2024 AGM and which will, continue in force until the earlier of the date of the 2025 AGM or the date by which the 2025 AGM is required by law to be held.
Repurchases under the Repurchase Plan are subject to the authority of the share purchase authorization which was renewed by shareholders at the 2025 AGM, and which will continue in force until the earlier of the date of the 2026 AGM or the date by which the 2026 AGM is required by law to be held.
Under each of these debt instruments, the creditor has the right to accelerate the debt or restrict the company from declaring and paying dividends if, at the relevant testing date, the applicable entity is not in compliance with the defined financial covenants ratios.
Under each of these debt instruments, the creditor has the right to accelerate the debt or restrict OPC from declaring and paying dividends if, at the relevant testing date, the applicable entity is not in compliance with the defined financial covenants ratios.
The Supreme People’s Court upheld Kenon’s claim for specific performance against Baoneng Group, ordering Baoneng Group to open an escrow account on behalf of Kenon and to deposit approximately RMB 1.4 billion (approximately $192 million) into the escrow account (the “Guarantee Award”).
The Supreme People’s Court upheld Kenon’s claim for specific performance against Baoneng Group, ordering Baoneng Group to open an escrow account on behalf of Kenon and to deposit approximately RMB 1.4 billion (approximately $200 million) into the escrow account (the “Guarantee Award”).
For a comparison of Kenon’s operating results for the fiscal year ended December 31, 2023 with the fiscal year ended December 31, 2022, please see Item 5.A of Kenon’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Kenon’s consolidated results of operations from its operating companies essentially comprise the consolidated results of OPC.
For a comparison of Kenon’s operating results for the fiscal year ended December 31, 2024 with the fiscal year ended December 31, 2023, please see Item 5.A of Kenon’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024. Kenon’s consolidated results of operations from its operating companies essentially comprise the consolidated results of OPC.
Our share of the results of ZIM (and CPV’s associated companies) is reflected under results from associated companies. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following tables set forth summary information regarding our operating segment results for the years ended December 31, 2024 and 2023.
Our share of the results of ZIM (and CPV’s associated companies) is reflected under results from associated companies. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following tables set forth summary information regarding our operating segment results for the years ended December 31, 2025 and 2024.
PJM collects payments for capacity, electricity, transmission, accompanying services and other services required for operation of the electricity system from utilities and electric distribution companies acting on behalf of consumers (households, commerce and industry), and distributes the payments to the generators and transmitters, by means of a variety of market mechanisms, including purchase of capacity (Forward Capacity Market) and an electricity acquisition mechanism in the Day-Ahead and Real-Time markets.
PJM collects payments for capacity, electricity, transmission, accompanying services and other services required for operation of the electricity system from utilities and electric distribution companies acting on behalf of consumers (households, commerce and industry), and distributes the payments to the generators and transmitters, by means of a variety of market mechanisms, including purchase of capacity (Forward Capacity Market) and the purchase of electricity in the Day-Ahead and Real-Time markets.
In addition, regulatory processes affect the electrical grid and natural gas infrastructure (including connection to infrastructures and the grid).
In addition, regulatory processes affect the electrical grid and natural gas infrastructure (including connection to infrastructure and the grid).
This debenture series is not a material loan in and of itself but it is classified as a loan with a material cross-default condition (including, in some cases, stricter default events with respect to the Series B and C debentures).
This debenture series is not a material loan in and of itself but it is classified as a loan with a material cross-default provision (including, in some cases, stricter default events with respect to the Series B and C debentures).
As a result, Kenon may seek additional liquidity from its businesses (via dividends, loans or advances, or the repayment of loans or advances to us, which may be funded by sales of assets or minority interests in our businesses), or obtain external financing, which may result in dilution of shareholders (in the event of equity financing) or additional debt obligations for the company (in the event of debt financing). 126 Consolidated Cash Flow Statement Set forth below is a discussion of our cash and cash equivalents and our cash flows as of and for the years ended December 31, 2024 and 2023.
As a result, Kenon may seek additional liquidity from its businesses (via dividends, loans or advances, or the repayment of loans or advances to us, which may be funded by sales of assets or minority interests in our businesses), or obtain external financing, which may result in dilution of shareholders (in the event of equity financing) or additional debt obligations for the company (in the event of debt financing). 150 Consolidated Cash Flow Statement Set forth below is a discussion of our cash and cash equivalents and our cash flows as of and for the years ended December 31, 2025 and 2024.
For the most part, in the existing production mix, over time, to the extent the natural‑gas prices are higher, the marginal energy prices will also be higher, and will have a positive impact on the energy margins of the CPV Group due to the high efficiency of the power plants it owns compared with other power plants operating in the relevant activity markets (the impact could be different among the projects taking into account their characteristics and the area (region) in which they are located).
Accordingly, in the existing production mix, over time, to the extent the natural-gas prices are higher, the marginal energy prices will also be higher, and will have a positive impact on the energy margins of CPV Group due to the high efficiency of the power plants it owns compared with other power plants operating in the relevant activity markets (the impact could be different among the projects taking into account their characteristics and the area (region) in which they are located).
United States Generally, each CPV active project has senior debt with similar structures, i.e., project, asset level financing (other than financings of Maple Hill, Stagecoach and Backbone, which are arranged on a several project portfolio basis and the Mountain Wind financing, which is also arranged on the basis of the Mountain Wind portfolio of projects), on non-recourse financing terms subject to specific terms and exceptions set for each project.
CPV’s Indebtedness Generally, each CPV active project has senior project financing debt with similar structures, i.e., project, asset level financing (other than financings of Maple Hill, Stagecoach and Backbone, which are arranged on a several project portfolio basis and the Mountain Wind financing, which is also arranged on the basis of the Mountain Wind portfolio of projects), on non-recourse financing terms subject to specific terms and exceptions set for each project.
The Majority Qoros Shareholder had not made any of the required payments under the Sale Agreement, and in the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Qoros Shareholder and Baoneng Group with CIETAC. In February 2024, CIETAC issued a final award, not subject to any conditions, in favor of Quantum.
The Majority Qoros Shareholder had not made any of the required payments under the Sale Agreement, and in the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Qoros Shareholder and Baoneng Group with CIETAC. In February 2024, CIETAC issued a final award in favor of Quantum.
In lieu of assuming such pledge obligations, Baoneng Group provided a guarantee to Kenon in respect of a number of matters, including an obligation for Baoneng Group to reimburse Kenon in the event that Quantum’s shares are foreclosed upon and obligation for Baoneng Group to deposit into escrow amounts sufficient to protect Kenon against losses in the event of a foreclosure over Quantum’s shares in Qoros by having amounts available to repay any defaulted amounts.
In lieu of assuming such pledge obligations, Baoneng Group provided a guarantee to Kenon in respect of a number of obligations, including an obligation of the Majority Qoros Shareholder to reimburse Kenon in the event that Quantum’s shares are foreclosed upon and obligation of Baoneng Group to deposit into escrow amounts sufficient to protect Kenon against losses in the event of a foreclosure over Quantum’s shares in Qoros by having amounts available to repay any defaulted amounts.
There is also significant uncertainty as to the impact of the War on macroeconomic and financial factors in Israel, including the Israeli capital market.
There is significant uncertainty as to the security situation in Israel. There is also significant uncertainty as to the impact of the War on macroeconomic and financial factors in Israel, including the Israeli capital market.
For example, the construction and operation of CPV’s natural gas-fired power plants are subject to permitting and emission limitations pursuant to the CAA and related state laws and regulations that implement the CAA, which laws and regulations and may be stricter than the provisions of the federal CAA depending on the state in which a plant is located.
For example, the construction and operation of CPV’s natural gas-fired power plants are subject to permitting and emission limitations pursuant to the Clean Air Act (the “CAA”) and related state laws and regulations that implement the CAA, which laws and regulations and may be stricter than the provisions of the federal CAA depending on the state in which a plant is located.
The actual electricity prices of the power plants of the CPV Group could be higher or lower than the regional price shown in the above table due to the existence of a Power Basis (the difference between the power plant’s specific electricity price and the regional price).
The actual electricity prices of the power plants of CPV Group could be higher or lower than the regional price shown in the above table due to the existence of a difference between the power plant’s specific electricity price and the regional price (the “Power Basis”).
United States The economic situation across the world and specifically in the U.S. market may impact the demand for energy and energy prices (in particular, natural gas and electricity) in the U.S. which, in turn, could impact the CPV Group’s activities and results.
United States In addition to the situation in Israel, the economic situation across the world and specifically in the U.S. market may impact the demand for energy and energy prices (in particular, natural gas and electricity) in the U.S. which, in turn, could impact CPV Group’s activities and results.
The table below sets forth summaries of the key commercial terms of the senior credit facilities associated with each CPV project financing. The term loan commitment amounts once drawn and repaid, may not be drawn again, while ancillary credit facilities and working capital facilities are revolving in nature.
The term loan commitment amounts once drawn and repaid, may not be drawn again, while ancillary credit facilities and working capital facilities are revolving in nature. The events of default consist of customary events of default. The table below sets forth summaries of the key commercial terms of the senior credit facilities associated with each CPV project financing.
On October 18, 2024, ICSID appointed an ad hoc committee to decide the ICSID Annulment Application. The hearing on partial annulment is scheduled for December 10 and 11, 2025. With its ICSID Annulment Application, Peru requested a stay on the enforcement of the Award. Enforcement of the Award shall be stayed until the annulment proceeding has concluded.
With its ICSID Annulment Application, Peru requested a stay on the enforcement of the Award. Enforcement of the Award shall be stayed until the annulment proceeding has concluded. On October 18, 2024, ICSID appointed an ad hoc committee to decide the ICSID Annulment Application. The hearing on partial annulment occurred on December 10 and 11, 2025.
The bonds are not CPI-linked and bear annual interest of 2.5%. The bonds are repayable in twelve semi-annual and unequal installments (on February 28 and August 31) as set out in the amortization schedule, starting on February 28, 2024 through August 31, 2030 (the first interest payment was due February 28, 2022). The bonds are rated A- by Maalot.
The bonds are not CPI-linked and bear annual interest of 2.5%. The bonds are repayable in twelve semi-annual and unequal installments (on February 28 and August 31) as set out in the amortization schedule, starting on February 28, 2024 through August 31, 2030 (the first interest payment was due February 28, 2022).
In September 2024, complaints were filed with the FERC in order to make certain changes in the upcoming capacity auction in the PJM market.
In September 2024, complaints were filed with the FERC in order to make certain changes in the upcoming capacity auctions in the PJM Market.
For example, CPV’s natural gas-fired power plants in Connecticut, New York, New Jersey and Maryland are subject to the RGGI, which requires CPV’s natural gas-fired plants to obtain, either through auctions or trading, greenhouse gas emission allowances to offset each facility’s emission of CO 2 .
For example, CPV’s natural gas-fired power plants in Connecticut, New York, New Jersey and Maryland are subject to the Regional Greenhouse Gas Initiative (“RGGI”), which requires CPV’s natural gas-fired plants to obtain, either through auctions or trading, greenhouse gas emission allowances to offset each facility’s emission of CO 2 .
Kenon’s Liquidity Requirements Kenon’s liquidity requirements include investments in its businesses, including OPC, and other investments it may make, as well as holding company costs, as well as dividend payments. In 2024, Kenon used cash mainly for investments in OPC in connection with OPC’s equity capital raise, dividends and administrative expenses.
Kenon’s Liquidity Requirements Kenon’s liquidity requirements include investments in its businesses, including OPC, and other investments it may make, as well as holding company costs, as well as dividend payments. In 2025, Kenon used cash mainly for investments in OPC in connection with an OPC equity capital raise, dividends and administrative expenses.
In response, PJM proposed an up to six-month postponement of the tender that was originally scheduled for December 2024 in order to make changes, including, among others, inclusion of about 2GW of RMR (Reliability Must Run units) as part of the offer. In addition, PJM is considering an update of the manner of determining the demand curve.
In response, PJM proposed an up to six-month postponement of the auction that was originally scheduled for December 2024 in order to make changes, including, among others, inclusion of about 2 GW of RMR (Reliability Must Run units) as part of the offer. In addition, PJM is considering an update of the manner of determining the demand curve.
In connection with the Guarantee Award (and in addition to the asset freeze order obtained in connection with the CIETAC Award), Kenon has obtained a court order freezing assets of Baoneng Group, primarily comprising equity interests in entities owning directly and indirectly listed and unlisted equity interests in various businesses; such assets are also subject to freezing orders by other creditors and the orders obtained by Kenon are at various rankings as among creditors.
In connection with the CIETAC Award and the Guarantee Award, Kenon has obtained court orders freezing assets of Baoneng Group, primarily comprising equity interests in entities owning directly and indirectly listed and unlisted equity interests in various businesses; such assets are also subject to freezing orders by other creditors and the orders obtained by Kenon are at various rankings as among creditors.
The actual price of the carbon emissions tax could be different than the tender prices as a result of transactions made in the secondary market. ** The cost of the carbon emissions tax (in terms of gas cost) is calculated under the assumption of emissions of carbon dioxide with a reference (ratio) of 199 lbs./MMBtu.
The actual price of the carbon emissions tax could be different than the auction prices as a result of transactions made in the secondary market. ** The cost of the carbon emissions tax (in terms of gas cost) is calculated under the assumption of emissions of carbon dioxide with a reference (ratio) of 119 lbs./MMBtu.
A direct or indirect change in ownership or control of voting rights in a corporation that provides infrastructure services (“public utilities”) (including part of the CPV project companies in the U.S.), or in any property used for infrastructure services, may be subject to FERC approval, pursuant to the Federal Power Act.
Regulation regarding holding public utility companies A direct or indirect change in ownership or control of voting rights in a corporation that provides infrastructure services (“public utilities”) (including part of the CPV project companies in the U.S.), or in any property used for infrastructure services, may be subject to FERC approval, pursuant to the Federal Power Act.
The senior facility agreement is secured by liens over some of Hadera’s existing and future assets and on certain OPC and Hadera rights, in favor of Israel Discount Bank Ltd., as collateral agent on behalf of the lenders.
The senior facility agreement is secured by liens over some of Hadera’s existing and future assets and on certain OPC and Hadera rights, in favor of Israel Discount Bank Ltd., as collateral agent on behalf of the lenders. The senior facility agreement also contains certain restrictions and limitations.
CPV seeks to take advantage of opportunities to recycle its credit according to market conditions and, in any case, prior to the scheduled final repayment date.
CPV seeks to take advantage of opportunities to refinance its credit facilities according to market conditions and, in any case, prior to the scheduled final repayment date.
(1) Represents NIS 585 million converted into USD at the exchange rate for NIS into USD of NIS 3.647 to $1.00. All debt has been issued in NIS, of which 2/3 is linked to CPI and 1/3 is not linked to CPI.
(1) Represents NIS 556 million converted into USD at the exchange rate for NIS into USD of NIS 3.19 to $1.00. All debt has been issued in NIS, of which 2/3 is linked to CPI and 1/3 is not linked to CPI.
CPV project companies have refinanced loans for gas-fired projects on both the Term Loan A market and the Term Loan B market, which includes mainly institutional lenders, international funds, and a number of commercial banks.
CPV operating project companies have refinanced loans for gas-fired projects in both the Term Loan A market and the Term Loan B market, the latter of which includes mainly institutional lenders, international funds, and a number of commercial banks.
In general, the tenders take place four times a year, in March, June, September and December.
In general, the auctions take place four times a year, in March, June, September and December.
The ISO–NE market ISO–NE is the ISO responsible for managing the day-to-day operation of the New England transmission system, as well as administering the wholesale electricity and capacity markets in New England. ISO–NE was created in 1997 to operate the wholesale power market under the direction of the New England Power Pool (NEPOOL).
The ISO–NE market ISO–NE is the ISO responsible for managing the day-to-day operation of the New England transmission system, as well as administering the wholesale electricity and capacity markets in New England. ISO–NE was created in 1997 to operate the wholesale power market under the direction of the New England Power Pool (NEPOOL). In 2005, ISO-NE became an independent RTO.
Among other things, this law awards significant tax benefits to renewable energies and technologies aimed at reducing carbon emissions. One of the IRA’s key objective is to increase the production of electricity using renewable energies and to increase regulatory stability in this sector.
Among other things, this law created new and enhanced existing significant tax benefits to renewable energies and technologies aimed at reducing carbon emissions. One of the IRA’s key objective is to increase the production of electricity using renewable energies and to increase regulatory stability in this sector.
As of March 31, 2025, Kenon estimates that its share of the Award, including interest and net of arbitration costs, would be approximately $80 million, subject to tax. 103 C. Organizational Structure The chart below represents a summary of our organizational structure, excluding intermediate holding companies, as of December 31, 2024.
As of March 30, 2026, Kenon estimates that its share of the Award, including interest and net of arbitration costs, would be approximately $90 million, subject to tax. C. Organizational Structure The chart below represents a summary of our organizational structure, excluding intermediate holding companies, as of December 31, 2025.
Cash Flows Provided by the Financing Activities Net cash flows used in financing activities of our consolidated businesses was approximately $84 million for the year ended December 31, 2024, compared to cash flows provided by financing activities of approximately $324 million for the year ended December 31, 2023.
Cash Flows Provided by the Financing Activities Net cash flows provided by financing activities of our consolidated businesses was approximately $506 million for the year ended December 31, 2025, compared to net cash flows used in financing activities of approximately $84 million for the year ended December 31, 2024.
The arbitration tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum approximately RMB 1.9 billion (approximately $260 million), comprising the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $233 million), together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses.
The arbitration tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum an amount equal to the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $243 million), together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses.
Liquidity and Capital Resources Kenon’s Liquidity and Capital Resources As of December 31, 2024, Kenon had approximately $894 million in cash on a stand-alone basis and no material debt. Kenon’s stand-alone cash position includes cash and cash equivalents and other treasury management instruments.
B. Liquidity and Capital Resources Kenon’s Liquidity and Capital Resources As of December 31, 2025, Kenon had approximately $671 million in cash on a stand-alone basis and no material debt. Kenon’s stand-alone cash position includes cash and cash equivalents and other treasury management instruments.
The tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum approximately RMB 1.9 billion (approximately $260 million), comprising the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $233 million), together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses.
The tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum an amount equal to the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $243 million), together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses.
Excluding the impact of translating OPC’s revenue from NIS to USD (using an average exchange rate of $0.2703:NIS 1), OPC’s revenue increased by $61 million in 2024 as compared to 2023. Set forth below is a discussion of significant changes in revenue between 2024 and 2023.
Excluding the impact of translating OPC’s revenue from NIS to USD (using an average exchange rate of $0.2896:NIS 1), OPC’s revenue increased by $65 million in 2025 as compared to 2024. Set forth below is a discussion of significant changes in revenue between 2025 and 2024.
Furthermore, OPC provided guarantees in respect of credit facilities provided to CPV Group for the purpose of providing guarantees and letters of credit at the total amount of approximately $75 million.
Furthermore, OPC provided guarantees in respect of credit facilities provided to CPV Group for the purpose of providing guarantees and letters of credit for these needs at the total amount of approximately $170 million.
The political and security situation in the State of Israel may impact OPC’s activities in Israel. A deterioration of the political and security situation in Israel may have an adverse effect on the economic conditions, cause difficulties with respect to OPC’s operations and damage to its assets in Israel.
Additionally, a deterioration of the political and security situation in Israel may have an adverse effect on the economic conditions, cause difficulties with respect to OPC’s operations or damage to its assets in Israel.
(2) Excludes investments in associates. Currency fluctuations in the USD/NIS exchange rate on the translation of OPC’s results from NIS into USD had an impact on the results of 2024 versus 2023 discussed below. Revenues The table below sets forth OPC’s revenue for 2024 and 2023, broken down by country.
Currency fluctuations in the USD/NIS exchange rate on the translation of OPC’s results from NIS into USD had an impact on the results of 2025 versus 2024 discussed below. Revenues The table below sets forth OPC’s revenue for 2025 and 2024, broken down by country.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe CPV Group’s strategy focuses on promoting energy transition in the United States through the following: • Developing and operating renewable energy projects by developing and constructing new renewable projects focused in markets where renewable demand outstrips supply and optimizing the performance and returns of CPV’s operating renewable platform. • Energy Transition and Low Carbon Projects for dispatchable electricity generation: for example, by continued operation of the CPV Group’s efficient natural gas power plants to supply electricity and supporting the reliability of the grid, reaching construction phase of Basin Ranch natural gas power plant and continuing to develop Low Carbon Projects to support the expected increase in demand while maintaining grid reliability, and identifying opportunities to increase CPV Group's holdings in certain power plants. • Vertical integration by growing retail electric sales to commercial and industrial customers interested in reducing their carbon footprint by supplying from the CPV Group’s projects or the market, and developing and implementing ESG goals consistent with the CPV Group’s business strategy to drive alignment between financial goals and company values. 52 Electricity generation and supply using conventional technologies and renewables The table below sets forth an overview of CPV’s power plants that were in commercial operation as of December 31, 2024.
Biggest changeOPC’s strategy for CPV Group’s focuses on promoting energy transition in the United States through the following: • Expanding and increasing position in Energy Transition and Low Carbon Projects for dispatchable reliable electricity generation, for example, by (i) pursuing opportunities to increase CPV Group’s holdings in certain operational power plants, subject to the negotiation of terms with the other holders in such power plants; (ii) continuing to develop Low Carbon Projects to support projected increased demand while maintaining grid reliability with specific focus on the Shay project and its development milestones including interconnection and commercialization with the intention to reach construction within the next approximately two years. • Developing and operating renewable energy projects by (i) developing and constructing new renewable projects, especially projects that qualify under the “safe harbor” rules; and (ii) continuing to develop activity in markets where renewable demand is high and there is a supportive regulatory environment. • Vertical integration by growing retail electric sales to commercial and industrial customers, with supply sourced from CPV Group’s projects or the market, and developing and implementing ESG goals, consistent with CPV Group’s strategy to align financial goals and company values.
Subsequently, we have engaged in transactions reducing our stake in Qoros to 12% and we received cash payments and release of guarantees of over $450 million (including approximately $75 million in respect of amounts subsequently repaid to Ansonia in respect of various loans provided directly to Quantum to fund its investment in Qoros).
Subsequently, we engaged in transactions reducing our stake in Qoros to 12% and we have received cash payments and release of guarantees of over $450 million (including approximately $75 million in respect of amounts subsequently repaid to Ansonia in respect of various loans provided directly to Quantum to fund its investment in Qoros).
Maintenance In December 2023, Rotem entered into a new maintenance agreement with Mitsubishi Power Europe Ltd. and a company operating on its behalf that served as a local contractor (together “Mitsubishi”) for a total estimated cost of approximately EUR 67 million to be paid over the term of the agreement, in accordance with a payment schedule set forth in the agreement (the “New Rotem Maintenance Agreement”).
In December 2023, Rotem entered into a new maintenance agreement with Mitsubishi Power Europe Ltd. and a company operating on its behalf that served as a local contractor (together “Mitsubishi”) for a total estimated cost of approximately EUR 67 million to be paid over the term of the agreement, in accordance with a payment schedule set forth in the agreement (the “New Rotem Maintenance Agreement”).
The Hadera Energy Center currently serves as back-up for the Hadera power plant’s supply of steam and its turbine is not currently operating (and is not expected to operate with generation of more than 16MW). Hadera power plant is “dual‑fuels” generator of electricity (capable of using both natural gas and diesel oil, in its operations, subject to the required adjustments).
The Hadera Energy Center currently serves as back-up for the Hadera power plant’s supply of steam and its turbine is not currently operating (and is not expected to operate with generation of more than 16MW). The Hadera power plant is “dual-fuels” generator of electricity (capable of using both natural gas and diesel oil, in its operations, subject to required adjustments).
The term of Gat’s operating and maintenance agreement is 20 years or 170 thousand operating hours from the commercial operation date, whichever is earlier, subject to early termination provisions in the agreement.
The term of the Gat’s operating and maintenance agreement is 20 years or 170 thousand operating hours from the commercial operation date, whichever is earlier, subject to early termination provisions in the agreement.
In addition, the MoU includes arrangements regarding the tariff that will be paid to OPC’s subsidiary, which is based on rates that reflect a discount to the generation component tariff (based on the size and the Intel Project’s characteristics) and other provisions that will be included in a detailed agreement that the parties are expected to enter into.
In addition, the Intel MOU includes arrangements regarding the tariff that will be paid to OPC’s subsidiary, which is based on rates that reflect a discount to the generation component tariff (based on the size and the Intel Project’s characteristics) and other provisions that will be included in a detailed agreement that the parties are expected to enter into.
The term of the agreement term is 20 years from May 31, 2016, with an option for Maryland to extend it by an additional 5 years. • Maintenance : a services agreement with its original equipment manufacturer for the provision of maintenance services for the combustion turbines.
The term of the agreement is 20 years from May 31, 2016, with an option for Maryland to extend it by an additional 5 years. • Maintenance : a services agreement with its original equipment manufacturer for the provision of maintenance services for the combustion turbines.
The agreement includes a guarantee provided by the CPV Group and an undertaking to indemnify the tax equity partner in connection with certain matters.
The agreement includes a guarantee provided by CPV Group and an undertaking to indemnify the tax equity partner in connection with certain matters.
At the end of 5 years from the commercial operation date, the tax equity partner’s share in such taxable income and tax benefits decreases significantly, and the 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 the agreement.
At the end of 5 years from the commercial operation 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 the agreement.
The agreement includes a guarantee provided by the CPV Group, and an undertaking to indemnify the tax equity partner with respect to certain matters.
The agreement includes a guarantee provided by CPV Group, and an undertaking to indemnify the tax equity partner with respect to certain matters.
Pursuant to the agreement, the price of gas is based on a base price in NIS, which was set on the date of signing the agreement, linked to changes in the generation component tariff, which is part of the DSM, and in part (30%) to the USD representative exchange rate.
Pursuant to the agreement, the price of gas is based on a base price in NIS, which was set on the date of signing the agreement, linked to changes in the generation component tariff, which is part of the DSM Tariff, and in part (30%) to the USD representative exchange rate.
Zomet Pursuant to the Zomet Regulation (Regulation 914), Zomet may receive gas required for its operations by either: (1) signing a gas agreement; (2) signing another agreement for supply of natural gas (for example, purchase of gas from another reseller or purchase of gas from other gas consumers) which permits supply of gas to the facility during all hours of the year; (3) if Zomet is unable to supply gas to the power plant during all hours of the year in accordance with alternatives (1) and (2) above, separately or jointly, it will receive gas based on the directives of the System Operator as part of Regulation 914.
Pursuant to the Zomet Regulation (Regulation 914), Zomet may receive gas required for its operations by either: (1) signing a gas agreement; (2) signing another agreement for supply of natural gas (for example, purchase of gas from another reseller or purchase of gas from other gas consumers) which permits supply of gas to the facility during all hours of the year; (3) if Zomet is unable to supply gas to the power plant during all hours of the year in accordance with alternatives (1) and (2) above, separately or jointly, it will receive gas based on the directives of the System Operator as part of Regulation 914.
Furthermore, the liability insurance and the employers’ liability insurance are regulated under other policies taken out by OPC. OPC’s sites (similar to most private business activities in Israel) could be exposed to physical damage as a result of the War in Israel.
Furthermore, the liability insurance and the employers’ liability insurance are regulated under other policies taken out by OPC. OPC’s sites (similar to most private business activities in Israel) could be exposed to physical damage as a result of the War.
The EA has the authority to grant licenses in accordance with the Electricity Sector Law, to supervise license holders, to set electricity tariffs and criteria for them, including the level and quality of services required from an “essential service provider” license holder, supply license holder, a transmission and distribution license holder, an electricity producer and an independent power producer.
The EA has the authority to grant licenses in accordance with the Electricity Sector Law, supervise license holders, set electricity tariffs and criteria for them, including the level and quality of services required from “essential service provider” license holders, supply license holder, a transmission and distribution license holder, an electricity producer and an independent power producer.
In February 2021, the EA established a regulatory scheme for suppliers with no means of generation for the first time (hereinafter – “Virtual Supply”), including criteria and tariffs to purchase energy for their consumers at the tariffs to be based on an SMP-based component and components affected, inter alia, by the scope of consumption during peak demand.
In February 2021, the EA established a regulatory scheme for suppliers with no means of generation for the first time (“Virtual Supply”), including criteria and tariffs to purchase energy for their consumers at the tariffs to be based on an SMP-based component and components affected, inter alia, by the scope of consumption during peak demand.
CPV believes that the CPV Group project’s share of the total capacity in their respective markets are not significant which allows for significant growth. In addition, CPV’s other competitors in the U.S. energy market include generators of different technology types, such as coal, oil, hydroelectric, nuclear, wind, solar and other types of renewable energies.
CPV believes that CPV Group project’s share of the total capacity in their respective markets are not significant and allows for significant growth. In addition, CPV’s other competitors in the U.S. energy market include generators of different technology types, such as coal, oil, hydroelectric, nuclear, wind, solar and other types of renewable energies.
In addition, since 2018, we have distributed to shareholders total cash of approximately $2.2 billion from various sources including from portions of the proceeds of our sale of the Inkia Business, a portion of our interest in Qoros (including amounts repaid by Qoros in respect of shareholder loans) and the sale of our stake in ZIM, as well as from dividends received from ZIM.
In addition, since 2018, we have distributed to shareholders total cash of approximately $2.4 billion from various sources including from portions of the proceeds of our sale of the Inkia Business, a portion of our interest in Qoros (including amounts repaid by Qoros in respect of shareholder loans) and the sale of our stake in ZIM, as well as from dividends received from ZIM.
CPV provided collateral for its obligations under the agreement, which include making certain payments to the other party as part of the settlement of the virtual PPAs. The agreement includes an option to transition to a physical PPA with a fixed price on fulfillment of certain terms and conditions, which have yet to be met.
CPV Group provided collateral for its obligations under the agreement, which include making certain payments to the other party as part of the settlement of the virtual PPAs. The agreement includes an option to transition to a physical PPA with a fixed price on fulfillment of certain terms and conditions, which have yet to be met.
The Sorek 2 generation facility is insured under a joint construction policy with IDE (who is constructing the desalination facility). OPC pays a premium in respect of the policy based on its share. The generation facilities at consumers’ premises have insurance coverage for their construction and operation stages (depending on the stage of the project).
The Sorek 2 generation facility is insured under a joint construction policy with IDE (who is constructing the desalination facility). OPC pays a portion of the premium in respect of the policy based on its share. The generation facilities at consumers’ premises have insurance coverage for their construction and operation stages (depending on the stage of the project).
In addition, OPC or CPV may not be able to obtain insurance on comparable terms in the future. Similarly, the CPV Group holds various insurance policies for purposes of reducing the damage that could be caused to it as a result of occurrence of certain risks, including “all risks” insurance.
In addition, OPC or CPV may not be able to obtain insurance on comparable terms in the future. 95 Similarly, CPV Group holds various insurance policies for purposes of reducing the damage that could be caused to it as a result of occurrence of certain risks, including “all risks” insurance.
We also own a 12% interest in Qoros, a China-based automotive company; we agreed to sell our remaining 12% stake in Qoros in 2022, which has not closed and is the subject of arbitration and litigation awards in our favor. The legal and commercial name of the Company is Kenon Holdings Ltd.
We also own a 12% interest in Qoros, a China-based automotive company; we agreed to sell our remaining 12% stake in Qoros in 2022, which has not closed and is the subject of arbitration and litigation awards in our favor. 39 The legal and commercial name of Kenon is Kenon Holdings Ltd.
The agreement sets forth a number of cases wherein INGL is entitled to discontinue providing its transmission services, including payment default and breaches not remedied within the period stipulated. Each of INGL and Rotem have termination rights in specified circumstances.
The agreement sets forth a number of cases wherein INGL is entitled to discontinue providing its transmission services, including payment default and breaches not remedied within the period stipulated. Each of INGL and Rotem have termination rights in specified circumstances. Hadera .
The agreement renews automatically for periods of one year each time, unless one of the parties terminates the agreement. • an agreement for the supply of gas , pursuant to which up to 125,000 MMBtu per day will be supplied at a price linked to market prices.
The agreement renews automatically for periods of one year each time, unless one of the parties terminates the agreement; and • an agreement for the supply of gas , pursuant to which up to 125,000 MMBtu per day will be supplied at a price linked to market prices.
CPV Mountain Wind is party to the following agreements: • Maintenance : a master services agreement for the management and maintenance of the four wind facilities (Saddleback Ridge, Canton Mountain, Beaver Ridge, Spruce Mountain) entered into by Mountain Wind. Staff is shared between the four projects.
Mountain Wind is party to the following agreements: • Maintenance : a master services agreement for the management and maintenance of the four wind facilities (Saddleback Ridge, Canton Mountain, Beaver Ridge, Spruce Mountain) entered into by Mountain Wind. Staff is shared between the four projects.
Furthermore, the EA may refrain from granting a generation license 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 holdings of a person in other generation licenses that do not constitute a holding of 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.
Furthermore, the EA may refrain from granting a generation license 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 holdings of a person in other generation licenses that do not constitute a holding of 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 which were granted under the Natural Gas Sector Law.
Hadera is entitled to sell at a tariff, the formula for the calculation of which is predetermined and includes USD mechanisms for linkage to various parameters, including Hadera’s gas price (including taxes), the CPI and the exchange rate).
Hadera is entitled to sell at a tariff, the formula for the calculation of which is predetermined and includes USD mechanisms for linkage to various parameters, including Hadera’s global gas price (including taxes), the CPI and the exchange rate.
As part of revising the engagement, certain provisions of the original PPA between the parties were revised, and the customer is expected to significantly increase the capacity it will acquire under PPA prices, as revised, over the next few years.
As part of revising the engagement, certain provisions of the original PPA between the parties were revised, and the customer is expected to increase the capacity it will acquire under PPA prices, as revised, over the next few years.
CPV enters into interconnection agreements at the project level with transmission providers or electric utilities to establish substations, necessary electrical interconnection, system upgrades associated transmission services for the project’s commercial operations.
CPV Group enters into interconnection agreements at the project level with transmission providers or electric utilities to establish substations, necessary electrical interconnection, system upgrades associated transmission services for the project’s commercial operations.
Sorek 2’s engagement with IDE includes, among other things, Sorek 2’s undertakings to construct the facility by the later of: (i) 24 months of the date of approval of National Infrastructures Plan 36A (which became effective in December 2021) or (ii) within four months from the date on which the construction of the gas pipeline is completed, including obtaining the required permits, and the supply of gas to the power plant has commenced.
Sorek 2’s engagement with IDE includes, among other things, undertakings by Sorek 2 to construct the facility by the later of: (i) 24 months of the date of approval of National Infrastructures Plan 36A (which became effective in December 2021) or (ii) four months from the date on which the construction of the gas pipeline is completed, including obtaining the required permits, and the supply of gas to the power plant has commenced.
OPC’s Competition Israel Within Israel, OPC’s major competitors are the IEC and private power generators, such as Dorad Energy Ltd., Dalia, Rapac-Generation, Shikun & Binui Energy, APM and the Edeltech Group, who, as a result of government initiatives encouraging investments in the Israeli power generation market, have constructed, and are constructing, power stations with significant capacity.
OPC’s Competition Israel Within Israel, OPC’s major competitors are the IEC and private power generators, such as Dorad Energy Ltd., Dalia Power Energies Ltd. of the Meshek Energy group, Rapac-Generation, Shikun & Binui Energy, APM and the Edeltech Group, who, as a result of government initiatives encouraging investments in the Israeli power generation market, have constructed, and are constructing, power stations with significant capacity.
In addition, we currently have judgments in our favor in relation to our remaining interest in Qoros (of which our claim in respect of the sale of our remaining interest totals approximately RMB 1.9 billion (approximately $260 million)); there is no assurance we will be successful in recovering these amounts in full or at all. See “ —Qoros ” below.
In addition, we currently have judgments in our favor in relation to our remaining interest in Qoros (of which our claim in respect of the sale of our remaining interest totals approximately RMB 1.9 billion (approximately $272 million)); there is no assurance we will be successful in recovering these amounts in full or at all. See “ —Qoros ” below.
The balance of the project’s capacity (10%) will be used for supply to active customers, retail supply of electricity of the CPV Group or for sale in the market.
The balance of the project’s capacity will be used for supply to active customers, retail supply of electricity of CPV Group or for sale in the market.
According to the agreement, Rotem is entitled to operate in one of the following two ways (or a combination of both, subject to certain restrictions set in the agreement): (i) provide the entire net available capacity of its power station to the IEC or (ii) carve out energy and capacity for direct sales to private consumers.
According to the agreement, Rotem is entitled to operate in one of the following two ways (or a combination of both, subject to certain restrictions set in the agreement): (i) provide the entire net available capacity of its power station to the Noga or (ii) carve out energy and capacity for direct sales to private consumers.
Companies that compete with the CPV Group in the field of energy supply are independent power companies engaged in the generation of energy, and other suppliers engaged in supply of energy.
Companies that compete with CPV Group in the field of energy supply are mainly independent power companies engaged in the generation of energy, and other suppliers engaged in supply of energy.
Following the commercial operation of the power plant, a dispute arose between the parties regarding the Gat Partnership’s right to receive a discount on the quarterly payment to Siemens, in accordance with the provisions of the Gat Operating and Maintenance Agreement. Gat’s position is that a discount should apply to the payment, and Siemens disputes this position.
Following the commercial operation of the power plant, a dispute arose between the parties regarding the Gat Partnership’s right to receive a discount on the quarterly payment to Siemens, in accordance with the provisions of the Gat Operating and Maintenance Agreement. Gat’s position is that a discount should apply to the payment, and Siemens disputed this position.
Equity Investment in CPV Renewables On August 16, 2024, subsidiaries of the CPV Group entered into agreements with Harrison Street, a U.S. private equity fund in the field of infrastructure which provide for the Investor to invest $300 million in CPV Renewables for 33.33% of the ordinary equity interests in CPV Renewables.
Equity Investment in CPV Renewables On August 16, 2024, subsidiaries of CPV Group entered into agreements with Harrison Street, a U.S. private equity fund in the field of infrastructure which provide for the Investor to invest $300 million (the “Total Investment”) in CPV Renewables for 33.33% of the ordinary equity interests in CPV Renewables.
OPC’s Property, Plants and Equipment Israel For summary operational information for OPC’s operating plants in Israel as of and for the year ended December 31, 2024, see “ —Our Businesses—OPC’s Business—OPC’s Description of Operations—Israel. ” OPC leases its principal executive offices in Israel. OPC owns all of its power generation facilities.
OPC’s Property, Plants and Equipment Israel For summary operational information for OPC’s operating plants in Israel as of and for the year ended December 31, 2025, see “ —Our Businesses—OPC’s Business—OPC’s Description of Operations—Israel. ” OPC leases its principal executive offices in Israel. OPC owns all of its power generation facilities.
OPC’s Business Information in this report relating to OPC (including CPV Group) is based on OPC’s annual report and financial statements and board of directors report for the year ended December 31, 2024, which were published by OPC on March 12, 2025.
OPC’s Business Information in this annual report relating to OPC (including CPV Group) is based on OPC’s annual report, financial statements and board of directors report for the year ended December 31, 2025, which were published by OPC on March 12, 2026.
In August 2022, Rotem and Hadera informed Energean regarding the increase of the contractual gas quantity under the original terms and conditions of the Energean agreements. In November 2022, Rotem served Energean with a notice of the exercise of the option to acquire an additional immaterial quantity, as set out in the amendment to the agreement with Energean.
In August 2022, Rotem and Hadera served Energean with a notice regarding an increase in the contractual gas quantity under the terms of the original Energean agreements and in November 2022, Rotem served Energean with a notice of the exercise of the option to acquire an additional immaterial quantity, as set out in the amendment to the agreement with Energean.
OPC renewed such insurance policies in Israel through May 31, 2025. The insurance policies maintained by OPC and its subsidiaries may not cover certain types of damages or may not cover the entire scope and cost of damage caused and such policies include deductibles and exceptions as customary in the areas of activity.
OPC extended such insurance policies in Israel through May 31, 2025. The insurance policies maintained by OPC and its subsidiaries may not cover certain types of damages or may not cover the entire scope and cost of damage caused and such policies include deductibles and exceptions as customary in the areas of activity.
Distributed Energy Agreements for construction of energy-generation facilities on consumers’ premises OPC entered into a number of agreements (including under a tender of the EA), pursuant to which OPC constructs and operates energy generation facilities on the consumer’s premises using mainly gas-fired electricity generation facilities and electricity storage facilities.
Distributed Energy (Agreements for construction of energy-generation facilities on consumers’ premises) OPC entered into a number of agreements with consumers (including under a tender of the EA), pursuant to which OPC constructs and operates energy generation facilities on the consumer’s premises using mainly gas-fired electricity generation facilities and electricity storage facilities.
Pursuant to the agreement, the contractor is to design, engineer, procure, install, construct, test, and commission the wind project on a turnkey, guaranteed-completion-date basis. In August 2024, Rogue's Wind signed an EPC switchyard agreement with an international contractor.
In August 2024, Rogue’s Wind signed an EPC agreement with an international contractor and an equipment procurement agreement. Pursuant to the agreement, the contractor is to design, engineer, procure, install, construct, test, and commission the wind project on a turnkey, guaranteed-completion-date basis. In August 2024, Rogue’s Wind signed an EPC switchyard agreement with an international contractor.
Pursuant to the regulations, notwithstanding the above, the EA may grant such a generation license or approval on special grounds that shall be recorded (after consultation with the Israel Competition Authority) and for the benefit of the electricity sector.
Pursuant to the regulations, notwithstanding the above, the EA may grant such a generation license or approval on special grounds which shall be recorded (after consultation with the Israel Competition Authority) and for the benefit of the electricity sector.
Israel—Projects under Construction and in Development The following table sets forth summary information regarding OPC’s projects under construction and in development in Israel.
Israel—Projects under Construction and Advanced Development The following table sets forth summary information regarding OPC’s projects under construction in Israel.
In April 2022, Stagecoach entered into an agreement with a global company to sell 100% of the renewable solar energy credits produced by the solar project, along with a full hedge of the electricity price of the energy that will be generated and sold under the agreement with the utility company, at a fixed price for 20 years from the commercial operation date. • Operation and Maintenance Agreemen t.
In April 2022, Stagecoach entered into an agreement with a global company to sell 100% of the renewable solar energy credits produced by the solar project, along with a full hedge of the electricity price of the energy that will be generated and sold under the agreement with the utility company, at a fixed price for 20 years from the commercial operation date.
Following the revision of the demand hours clusters resolution, the mid-peak demand hour cluster was cancelled, and the off-peak hours were expanded so as to reduce the System Operator’s purchase obligation from Hadera.
Following the revision of the demand hours clusters resolution, the mid-peak demand hour cluster was canceled, and the off-peak hours were expanded so as to reduce the System Operator’s purchase obligation from Hadera.
In view of the effects of seasonality, generally, the preference is to conduct maintenance works in power plants, to the extent possible, during the autumn and spring, in which demand for electricity is relatively low.
In view of the effects of seasonality, generally, the preference is to conduct maintenance works in power plants, to the extent possible, during the autumn and spring, in which demand for electricity is assumed to be relatively low.
For transmission services, INGL charges gas consumers (including Rotem) a tariff which is set by the Natural Gas Authority, and which includes a (fixed) capacity component and a gas transmission component (paid according to the actual gas transmission).
For transmission services, INGL charges gas consumers (including Rotem) a tariff which is set by the Natural Gas Authority, and which includes a (fixed) capacity component and a gas transmission component (payable according to the actual gas transmission).
The Sorek Generation Facility is expected to be established under the framework of the EA’s resolution on the “Arrangement for High Voltage Producers Connected to the Grid that are Established without a Tender”, and the capacity remaining beyond the consumption of the Desalination Facility is designated to be sold to the onsite consumer and the System Operator.
The Sorek Generation Facility is expected to be established under the framework of the EA’s resolution on the “Regulatory Scheme for High Voltage Producers Connected to the Grid that are Established without a Tender”, and the capacity remaining beyond the consumption of the Desalination Facility is designated to be sold to the onsite consumer and the System Operator.
Moreover, upon entering a PPA between Rotem and an individual consumer, Rotem becomes the sole electricity provider for this customer, and the IEC is required to supply power to this customer when Rotem is unable to do so, in exchange for a payment by Rotem according to the tariffs set by the EA for this purpose.
Moreover, upon entering a PPA between Rotem and an individual consumer, Rotem becomes the sole electricity provider for this customer, and the IEC is required to supply power to this customer when Rotem is unable to do so, in exchange for payment by Rotem according to the tariffs set by the EA for this purpose 73 Hadera’s PPAs .
In consideration for the maintenance services, Maryland pays a fixed and a variable amount as of the date stipulated in the agreement. The agreement period is 20 years beginning in 2014 or ends earlier when specific milestones are reached on the basis of usage and wear and tear. • Operation : an agreement for operation and maintenance of the facility.
In consideration for the maintenance services, Maryland pays a fixed and a variable amount as of the date stipulated in the agreement. The agreement period is 20 years beginning in 2014 or ends earlier when specific milestones are reached on the basis of usage and wear and tear.
In consideration for the maintenance services, Shore pays a fixed and a variable amount as of the date stipulated in the agreement. The agreement period is 20 years beginning in 2014 or ends earlier when specific milestones are reached on the basis of usage and wear and tear. • Operation : an agreement for operation of the facility .
In consideration for the maintenance services, Shore pays a fixed and a variable amount as of the date stipulated in the agreement. The agreement period is 20 years beginning in 2014 or ends earlier when specific milestones are reached on the basis of usage and wear and tear.
Call for proposals regarding proposed changes to the tariff structure On November 6, 2024, the EA published a call for proposals on proposed changes to the tariff structure, which specified proposed updates to the principles for determining tariffs for Israel Electric Corporation consumers and suppliers, in view of the changes in the electricity sector, as reviewed by the EA (the “Call for Proposals”).
Revision to the electricity tariff structure In November 2024, the EA published a call for proposals on proposed changes to the tariff structure, which specified proposed updates to the principles for determining tariffs for Israel Electric Corporation consumers and suppliers, in view of the changes in the electricity sector, as reviewed by the EA (the “Call for Proposals”).
The projects are under initial development stages and their completion, construction and operation are subject to obtaining all permits, to planning and licensing procedures and to ensuring connection to the grid, terms of engagement with major suppliers (including lenders), final costs for development, construction and equipment, and completion of construction work.
The projects described above are under initial development stages and their completion, construction and operation are subject to obtaining all permits, to planning and licensing procedures and to ensuring connection to the grid, terms of engagement with major suppliers and lenders, final costs for development, construction and equipment, and completion of construction work.
The RPO expires on May 31, 2025. 58 Towantic Towantic is party to the following agreements: • Gas Supply & Transmission : • an agreement for the guaranteed gas transmission of 2,500 MMBtu per day, at the AFT 1 Tariff. On June 1, 2024, the agreement was extended to March 31, 2027.
The RPO expired on May 31, 2025. Towantic Towantic is party to the following agreements: • Gas Supply & Transmission : • an agreement for the guaranteed gas transmission of 2,500 MMBtu per day, at the AFT 1 Tariff. On June 1, 2024, the agreement was extended to March 31, 2027.
In consideration for the maintenance services, Three Rivers pays a fixed and a variable payment. The agreement period is 25 years beginning in 2020 or ends earlier when specific milestones are reached on the basis of usage and wear and tear. • Operation : an agreement for operation and maintenance of the facility .
In consideration for the maintenance services, Three Rivers pays a fixed and a variable payment. The agreement period is 25 years beginning in 2020 or ends earlier when specific milestones are reached on the basis of usage and wear and tear.
Agreement to purchase solar panels for the Ramat Beka Project In December 2024, OPC entered into an agreement to supply solar panels for the Ramat Beka project with a global supplier (the “Panel Supplier”), with a capacity of up to 500 MW, at a total estimated cost of approximately $50 million.
In December 2024, OPC entered into an agreement to supply solar panels for the Ramat Bekka project with a global supplier (the “Panel Supplier”), with a capacity of up to 500 MW, at a total estimated cost of approximately $50 million.
The CPV Group provided collateral to secure its obligations in the agreement, which include making certain payments to the other party if certain milestones (including commencement of activities) in the project are not met according to a specific schedule. • Tax Equity Agreement .
CPV Group provided collateral to secure its obligations in the agreement, which include an agreement to make certain payments to the other party if certain milestones (including commencement of activities) in the project are not met according to a specific schedule. • Tax Equity Agreement .
Currently, certain actions and conditions associated with the construction and operation of the project have not been completed. In addition, during the fourth quarter of 2023, the construction contractor of the Sorek 2 project delivered a force majeure notification due to outbreak of the War in Israel.
Currently, certain actions and conditions associated with the construction and operation of the project have not been completed. During the fourth quarter of 2023, the construction contractor of the Sorek 2 project delivered a force majeure notification due to outbreak of the War.
OPC Israel also has projects under construction and in development in Israel, including a 100% interest in Sorek 2 (which is currently under construction), as well other operations in Israel including energy generation facilities on consumers’ premises and virtual electricity supply activities. 40 Power Plants in Operation Set forth below is summary information relating to OPC’s plants in operation.
OPC Israel also has projects under construction and in development in Israel, including a 100% interest in Sorek 2 (currently under construction), as well other operations in Israel including energy generation facilities on consumers’ premises and virtual electricity supply activities. Generation of Electricity Set forth below is summary information relating to OPC’s plants in operation.
As updated by the EA’s decision , the seasons are divided into three in accordance with the resolution of the Israeli Electricity Authority to update the demand hours clusters, as follows: (i) summer—June to September; (ii) winter—December, January and February; and (iii) transition season—March to May and October to November.
As updated by the EA’s decision, the seasons are divided into three in accordance with the resolution of the EA to update the demand hours clusters, as follows: (i) summer—June to September; (ii) winter—December, January and February; and (iii) transition season—March to May and October to November.
As of March 12, 2025, Rotem, Zomet, Gat, Hadera and the Hadera Energy Center are insured under, among others, the following insurance policies: "all risks" property insurance including mechanical breakage, loss of profit due to damage to the insured property, acts of terror and War (combined property and loss of profit insurance policy), third party liability insurance, employer liability insurance.
As of March 12, 2025, Rotem, Zomet, Gat, Hadera and the Hadera Energy Center are insured under, among others, the following insurance policies: “all risks” property insurance including mechanical breakage, loss of profit due to damage to the insured property, acts of terror and War (combined property and loss of profit insurance policy), third party liability insurance, employer liability insurance.
As part of the arrangements, OPC is typically given the right to construct generation facilities, while undertaking to meet planned commercial operation dates subject to conditions, which may differ between agreements; these conditions include meeting various milestones in the project's life (such as, among others, obtaining permits, connecting to the natural gas distribution grid or to the electrical grid).
As part of the arrangements, OPC is typically given the right to construct generation facilities, setting commercial operation dates subject to conditions, which may differ between agreements; these conditions include meeting various milestones in the project’s life (such as, among others, obtaining permits, connecting to the natural gas distribution grid or to the electrical grid).
In consideration for the maintenance services, Towantic pays a fixed and a variable amount as of the date stipulated in the agreement.
In consideration for the maintenance services, Fairview pays a fixed and a variable amount as of the date stipulated in the agreement.
Examples of such agreements include: (i) consulting agreements with environmental firms for land survey and tests, data collection, records analysis, conduct permit application work, permit reviews and other support services to engage with permitting agencies or participation in meetings with stakeholders and public officials, (ii) service agreements with engineering firms to support engineering reviews in the areas of civil, mechanical and electrical, and preparation of drawings to support permit and applications, and (iii) consulting agreements with market consultants to support analysis related to power supply and demand and natural gas supply and demand.
Examples of such agreements include: (i) consulting agreements with environmental firms for land survey and tests, data collection, records analysis, conduct permit application work, permit reviews and other support services to engage with permitting agencies or participation in meetings with stakeholders and public officials, (ii) service agreements with engineering firms to support engineering reviews in the areas of civil, mechanical and electrical, and preparation of drawings to support permit and applications, (iii) consulting agreements with market consultants to support analysis related to power supply and demand and natural gas supply and demand, and (iv) joint development and cooperation agreements with strategic industry counterparties.
We have made significant distributions to shareholders, totalling $2.4 billion in cash and listed securities, since our Spin-Off. In 2015, we distributed substantially all of our interest in Tower, with a then-market value of $245 million.
We have made significant distributions to shareholders, totaling $2.6 billion in cash and listed securities, since our Spin-Off. In 2015, we distributed substantially all of our interest in Tower, with a then-market value of $245 million.
In December 2024, Sorek 2 signed a PPA agreement with the System Operator, which regulates Sorek 2’s right to sell the System Operator’s capacity and energy, and the terms and conditions for such a sale. The PPA became effective on its signing date for a period of 20 years of the date that commercial operation of the generation facility commences.
In December 2024, Sorek 2 signed a PPA with Noga, which regulates Sorek 2’s right to sell Noga capacity and energy, and the terms and conditions for such sale. The PPA became effective on its signing date for a period of 20 years of the date that commercial operation of the generation facility commences.
Hadera also holds the supply license which is in effect for as long as Hadera holds a valid generation license. Hadera owns the Hadera Energy Center, which consists of boilers and a steam turbine.
Hadera also holds the supply license which is effective for as long as Hadera holds a valid generation license. Hadera owns the Hadera Energy Center, which consists of boilers and a steam turbine.
At the end of 6 years from the COD, the tax equity partner’s share in such taxable income decreases significantly, and CPV has the option to acquire the tax equity partner’s share in the project corporation within a certain period and in accordance with terms of the agreement.
At the end of 6 years from the COD, the tax equity partner’s share in such taxable income decreases significantly, and CPV has the option to acquire the tax equity partner’s share in the project corporation within a certain period.
In particular, based on study conducted by EA, compliance with the target for renewable energies up to 2030 will require construction of storage facilities with a capacity of thousands of MWh, deriving from the readiness of the technology and the economic feasibility of its use. OPC takes steps to integrate energy storage.
In particular, based on study conducted by EA, compliance with the target for renewable energies up to 2030 will require construction of storage facilities with a capacity of thousands of MWh, deriving from the readiness of the technology and the economic feasibility of its use.
ITEM 4. Information on the Company A. History and Development of the Company 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.
History and Development of the Company 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.
On May 13, 2024, Stagecoach entered into a tax equity agreement with a tax equity partner in respect of the Stagecoach project for a total amount of approximately $52 million, which was completed on the signing date, after the project reached commercial operation in the second quarter of 2024.
Tax Equity Agreemen t. On May 13, 2024, Stagecoach entered into a tax equity agreement with a tax equity partner for an investment in respect of the Stagecoach project, for a total amount of approximately $52 million, which was completed on its signing date, after the project reached commercial operation in the second quarter of 2024.
In March 2020, the supply agreement became a continuous agreement, as part of which the Tamar Group undertakes to sell to the Gat Partnership the required quantity, and the Gat Partnership undertakes to purchase a minimum annual quantity, or alternatively - to pay for the quantity it has undertaken to purchase even if it had not actually purchased it (take or pay).
In March 2020, the supply agreement became a continuous agreement, as part of which the Tamar Group undertakes to sell to the Gat Partnership the required quantity, and the Gat Partnership undertakes to purchase a minimum annual quantity (which was reduced in 2021 under the terms and conditions of the agreement), or alternatively - to pay for the quantity it has undertaken to purchase even if it had not actually purchased it (take or pay).
In addition, since March 2023, we have engaged in repurchases of shares under our Repurchase Plan and to date we have repurchased 1.8 million shares for approximately $48 million. In April 2025, we announced a further dividend of approximately $250 million. In addition to these distributions, our market capitalization has grown substantially since the Spin-Off.
In addition, since March 2023, we have engaged in repurchases of shares under our Repurchase Plan and to date we have repurchased 1.8 million shares for approximately $48 million. In March 2026, we announced a further dividend of approximately $200 million. 40 In addition to these distributions, our market capitalization has grown substantially since the Spin-Off.
A shareholders agreement which became effective upon closing of the transaction, sets forth agreements between the Investor and CPV which includes provisions governing, among other things: (i) board composition – the initial board composition as of closing shall comprise four members (two directors appointed by each of CPV and the Investor) - votes of board members is based on the equity interest of the appointing shareholder; (ii) transfer restrictions, subject to agreed terms and exclusions; (iii) actions and decisions that require super majority approval (which require the vote of the Investor’s appointed board members); and (iv) that CPV's renewable activities will be conducted through CPV Renewables.
A shareholders agreement which became effective upon closing of the transaction, sets forth agreements between the Investor and CPV which includes provisions governing, among other things: (i) board composition – the initial board composition as of closing shall comprise four members (two directors appointed by each of CPV and the Investor) – whereby votes of board members is based on the equity interest of the appointing shareholder; (ii) transfer restrictions, subject to agreed terms and exclusions; and (iii) actions and decisions that require super majority approval (which require the vote of the Investor’s appointed board members).
The capacity that will be generated by the Sorek 2 generation facility, subject to the completion of its construction shall be sold to the desalination facility and to another customer with a generation facility at its premises in accordance with the PPA with it, and the remaining capacity will be sold in accordance with applicable regulations.
The capacity that will be generated by the Sorek 2 generation facility, subject to the commencement of its commercial operation, shall be sold to the desalination facility and to another customer with a generation facility at its premises in accordance with the PPA with it, and the remaining capacity will be sold in accordance with applicable regulations.
The table below sets forth breakdown of employees in Israel by main category of activity as of the dates indicated: As of December 31, 2024 2023 2022 Number of employees by category of activity: Headquarters 73 55 50 Plant operation, corporate management, finance, commercial and other 98 114 100 OPC Total (in Israel) 171 169 150 Most of Rotem and Hadera power plants’ operations employees are employed under collective employment agreements.
The table below sets forth breakdown of employees in Israel by main category of activity as of the dates indicated: As of December 31, 2025 2024 2023 Number of employees by category of activity: Headquarters 72 73 55 Plant operation, corporate management, finance, commercial and other 101 98 114 OPC Total (in Israel) 173 171 169 Most of Rotem and Hadera power plants’ operations employees are employed under collective employment agreements.
Despite the fact that CPV’s power plants are more efficient compared to the market average and hence they have lower costs compared to other conventional gas-fired power plants, competition posed by other production sources, and the use of other technologies may have an adverse effect on electricity prices and capacity, and as a result have a negative effect on CPV Group’s revenues.
Although CPV’s Energy Transition power plants are considered more efficient compared to the market average, and hence they may have lower costs compared to other conventional gas-fired power plants, competition posed by other production sources, and the use of other technologies may have an adverse effect on electricity prices and capacity, and as a result have a negative effect on CPV Group’s revenues.
All active natural gas-fired projects trade and participate in the sale of capacity, electricity and ancillary services in their respective ISO or RTO. Typically, CPV’s project companies conduct daily projections and planning for the next operating day.
All active Energy Transition projects trade and participate in the sale of capacity, electricity and ancillary services in their respective ISO or RTO. Typically, CPV’s project companies conduct daily projections and planning for the next operating day.
(4) On August 16, 2024, subsidiaries of CPV entered into agreements with Harrison Street, a U.S. private equity fund in the field of infrastructure, pursuant to which the Investor would invest a total $300 million in CPV Renewables for 33.33% of the equity interests in CPV Renewables, which holds 100% in CPV’s renewable projects under construction and in development.
(4) On August 16, 2024, subsidiaries of CPV Group entered into agreements with Harrison Street, a U.S. private equity fund in the field of infrastructure (the “Investor”), pursuant to which the Investor invested a total $300 million in CPV Renewables for 33.33% of the equity interests in CPV Renewables, which holds 100% in CPV Group’s renewable projects under construction and in development.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe QEF Election is made on a shareholder-by-shareholder basis and, once made, can only be revoked with the consent of the IRS. A U.S. Holder generally makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return for the year to which the election relates.
Biggest changeHolder generally makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return for the year to which the election relates. 187 A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election.
Holder is required to report such information and fails to do so. U.S. Holders should consult their tax advisors regarding information reporting obligations, if any, with respect to the ownership and disposition of our ordinary shares. THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS SET OUT ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY.
Holder is required to report such information and fails to do so. U.S. Holders should consult their tax advisors regarding information reporting obligations, if any, with respect to the ownership and disposition of our ordinary shares. 188 THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS SET OUT ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY.
Partnerships holding our ordinary shares and its partners should consult their tax advisors regarding an investment in our ordinary shares. Taxation of Dividends and Other Distributions on the Ordinary Shares Subject to the discussion set forth below under “ —Passive Foreign Investment Company ,” the gross amount of any distribution made to a U.S.
Partnerships holding our ordinary shares and their partners should consult their tax advisors regarding an investment in our ordinary shares. Taxation of Dividends and Other Distributions on the Ordinary Shares Subject to the discussion set forth below under “ —Passive Foreign Investment Company ,” the gross amount of any distribution made to a U.S.
Holders will not be able to make or maintain a QEF Election for such entity and will continue to be subject to the PFIC rules discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions. 168 Mark-to-Market Election As an alternative to the foregoing rules, a U.S.
Holders will not be able to make or maintain a QEF Election for such entity and will continue to be subject to the PFIC rules discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions. Mark-to-Market Election As an alternative to the foregoing rules, a U.S.
Holders; • persons that are subject to alternative minimum taxes; • insurance companies; • cooperatives; • pension plans; • regulated investment companies; • real estate investment trusts; • tax-exempt entities; • banks and other financial institutions; • broker-dealers; • pass-through entities; 164 • persons that hold our ordinary shares through partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes); • persons that acquire our ordinary shares through any employee share option or otherwise as compensation; • persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the total value of shares of all classes of our stock; • traders in securities that elect to apply a mark-to-market method of accounting; • investors that hold our ordinary shares as part of a “hedge,” “straddle,” “conversion,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes; • investors that have a functional currency other than the U.S.
Holders; • persons that are subject to any alternative minimum tax; • insurance companies; • cooperatives; • pension plans; • regulated investment companies; • real estate investment trusts; • tax-exempt entities; • banks and other financial institutions; 183 • broker-dealers; • pass-through entities; • persons that hold our ordinary shares through partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes); • persons that acquire our ordinary shares through any employee share option or otherwise as compensation; • persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the total value of shares of all classes of our stock; • traders in securities that elect to apply a mark-to-market method of accounting; • investors that hold our ordinary shares as part of a “hedge,” “straddle,” “conversion,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes; • investors that have a functional currency other than the U.S.
Holders should expect that aggregate amount of distributions will generally be treated as dividends for U.S. federal income tax purposes.
Holders should expect that the aggregate amount of distributions will generally be treated as dividends for U.S. federal income tax purposes.
U.S. Federal Income Tax Considerations The following summarizes certain U.S. federal income tax considerations of owning and disposing of our ordinary shares. This summary applies only to U.S. Holders (defined below) that hold our ordinary shares as capital assets for U.S. federal income tax purposes (generally, property held for investment) and that have the U.S. Dollar as its functional currency.
U.S. Federal Income Tax Considerations The following summarizes certain U.S. federal income tax considerations of owning and disposing of our ordinary shares. This summary applies only to U.S. Holders (defined below) that hold our ordinary shares as capital assets for U.S. federal income tax purposes (generally, property held for investment) and that have the U.S. Dollar as their functional currency.
HOLDERS AND PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES. For purposes of this summary, a “U.S.
HOLDERS AND PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAW TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES. For purposes of this summary, a “U.S.
In addition, dividends paid in respect of our ordinary shares would not be eligible for the lower tax rate described under “ —Taxation of Dividends and Other Distributions on the Ordinary Shares ” above. 167 Under the PFIC rules: • the excess distribution or gain will be allocated ratably over the U.S.
In addition, dividends paid in respect of our ordinary shares would not be eligible for the lower tax rate described under “—Taxation of Dividends and Other Distributions on the Ordinary Shares” above. Under the PFIC rules: • the excess distribution or gain will be allocated ratably over the U.S.
As discussed below under “ —Passive Foreign Investment Company ,” however, although we believe that we were not treated as a PFIC for either the taxable year ended December 31, 2023 and December 31, 2024, we likely were treated as a PFIC for the taxable year ended December 31, 2022 and could again be treated as a PFIC for foreseeable future taxable years.
As discussed below under “ —Passive Foreign Investment Company ,” however, although we believe that we were not treated as a PFIC for either the taxable year ended December 31, 2024 and December 31, 2025, we likely were treated as a PFIC for the taxable year ended December 31, 2023 and could again be treated as a PFIC for foreseeable future taxable years.
Dividends received on our ordinary shares will not be eligible for the dividends-received deduction generally allowed to corporations in respect of dividends received from U.S. corporations. 165 Dividend distributions made by us that are received by individual and other non-corporate U.S.
Dividends received on our ordinary shares will not be eligible for the dividends-received deduction generally allowed to corporations in respect of dividends received from U.S. corporations. 184 Dividend distributions made by us that are received by individual and other non-corporate U.S.
Additionally, depending upon the composition of our income and assets and the market price of our ordinary shares in 2025 and subsequent taxable years, we could again be classified as a PFIC for the taxable year ending December 31, 2025 and foreseeable future taxable years.
Additionally, depending upon the composition of our income and assets and the market price of our ordinary shares in 2026 and subsequent taxable years, we could again be classified as a PFIC for the taxable year ending December 31, 2026 and foreseeable future taxable years.
Moreover, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the shares. 166 Based upon our current and projected income and assets (including unbooked goodwill), 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, and the market price of our ordinary shares, we believe that we were not treated as a PFIC for the taxable year ended December 31, 2024.
Moreover, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the shares. 185 Based upon our current and projected income and assets (including unbooked goodwill), 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, and the market price of our ordinary shares, we believe that we were not treated as a PFIC for the taxable year ended December 31, 2025.
Each prospective holder should consult its tax adviser as to the particular tax considerations to such holder of the ownership and disposition of our ordinary shares, including the applicability and effect of any other tax laws or tax treaties, of pending or proposed changes in applicable tax laws as of the date of this annual report, and of any actual changes in applicable tax laws after such date.
Each prospective holder should consult its tax adviser as to the particular tax considerations to such holder of the ownership and disposition of our ordinary shares, including the applicability and effect of any other tax laws or tax treaties, of pending or proposed changes in applicable tax laws and of any actual changes in applicable tax laws after such date.
Although we believe that we were not a PFIC for either the taxable year ended December 31, 2024 or December 31, 2023, we were likely treated as a PFIC for the taxable year ended December 31, 2022.
Although we believe that we were not a PFIC for either the taxable year ended December 31, 2025 or December 31, 2024, we were likely treated as a PFIC for the taxable year ended December 31, 2023.
Holder makes a QEF Election and, in a subsequent tax year, we cease to be a PFIC, the QEF Election will remain in effect (although the QEF rules described above will not be applicable) during those tax years in which we are not a PFIC.
If a U.S. Holder makes a QEF Election and, in a subsequent tax year, we cease to be a PFIC, the QEF Election will remain in effect (although the QEF rules described above will not be applicable) during those tax years in which we are not a PFIC.
In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.
In addition, we are required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.
Taxation The following summary of the United States federal income tax and Singapore tax considerations of ownership and disposition of our ordinary shares is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect at the date of this annual report.
Taxation The following summary of the U.S. federal income tax and Singapore tax considerations of ownership and disposition of our ordinary shares is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect at the date of this annual report.
AND OTHER TAX CONSEQUENCES OF OWNING AND DISPOSING OF OUR ORDINARY SHARES. 169 Material Singapore Tax Considerations The following discussion is a summary of Singapore income tax, goods and services tax, or GST, stamp duty and estate duty considerations relevant to the ownership and disposition of our ordinary shares by an investor who is not tax resident or domiciled in Singapore and who does not carry on business or otherwise have a presence in Singapore.
Material Singapore Tax Considerations The following discussion is a summary of Singapore income tax, goods and services tax, or GST, stamp duty and estate duty considerations relevant to the ownership and disposition of our ordinary shares by an investor who is not tax resident or domiciled in Singapore and who does not carry on business or otherwise have a presence in Singapore.
However, for so long as we are listed on the NYSE, or any other U.S. exchange, and are registered with the SEC, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
However, for so long as we are listed on the NYSE, or any other U.S. exchange, and are registered with the SEC, we are required to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
Such gain or loss will generally be long-term capital gain or loss if, on the date of sale or disposition, the U.S. Holder’s holding period in such ordinary shares exceeds one year. Long-term capital gains of individual and other non-corporate U.S. Holders are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.
Such gain or loss will generally be long-term capital gain or loss if, on the date of sale or disposition, the U.S. Holder’s holding period in such ordinary shares exceeds one year at the time of the disposition. Long-term capital gains of individual and other non-corporate U.S. Holders are subject to reduced rates of taxation.
If we are classified as a PFIC for any taxable year during which a Non-Electing U.S. Holder holds our ordinary shares, the holder will generally be subject to the PFIC rules with respect to (i) any excess distribution made to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S.
Holder”) will be taxable as described below. 186 If we are classified as a PFIC for any taxable year during which a Non-Electing U.S. Holder holds our ordinary shares, the holder will generally be subject to the PFIC rules with respect to (i) any excess distribution made to the U.S.
Holder of the ownership, and disposition of our ordinary shares will depend on whether such U.S. Holder makes a QEF Election or makes a mark-to-market election with respect to our ordinary shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election (a “Non-Electing U.S. Holder”) will be taxable as described below.
Holder of the ownership, and disposition of our ordinary shares will depend on whether such U.S. Holder makes a QEF Election or makes a mark-to-market election with respect to our ordinary shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election (a “Non-Electing U.S.
Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), and (ii) any gain realized on the sale or other disposition of our ordinary shares.
Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), and (ii) any gain realized on the sale or other disposition of our ordinary shares.
We also submit to the SEC on Form 6-K the interim financial information that we publish. I. Subsidiary Information Not applicable. J. Annual Report to Security Holder Not applicable.
We also furnish to the SEC on Form 6-K the interim financial information that we publish. I. Subsidiary Information Not applicable. 190 J. Annual Report to Security Holder Not applicable. ITEM 11 .
As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the filing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery and short-sale prohibition provisions contained in Section 16(b) and 16(c) of the Exchange Act.
Stamp Duty Where our ordinary shares evidenced in certificated forms are acquired in Singapore, stamp duty is payable on the instrument of their transfer at the rate of 0.2% of the consideration for or market value of our ordinary shares, whichever is higher.
Hence, the holders would not incur any GST on the subscription or subsequent transfer of the shares. 189 Stamp Duty Where our ordinary shares evidenced in certificated forms are acquired in Singapore, stamp duty is payable on the instrument of their transfer at the rate of 0.2% of the consideration for or market value of our ordinary shares, whichever is higher.
However, under Singapore tax laws and subject to certain exceptions, any gains derived by a divesting company from its disposal of ordinary shares in an investee company between June 1, 2012 and December 31, 2027 are generally not taxable if immediately prior to the date of the relevant disposal, the investing company has held at least 20% of the ordinary shares in the investee company for a continuous period of at least 24 months (“safe harbor rule”).
However, under Singapore tax laws and subject to certain exceptions, any gains derived by a divesting company from its disposal of ordinary shares in an investee company are generally not taxable if immediately prior to the date of the relevant disposal, the investing company has held for a continuous period of at least 24 months at least 20% of the ordinary shares in the investee company, and with effect from January 1, 2026 preference shares that are accounted for as equity in the investee company under the applicable accounting principles (“safe harbor rule”).
YOU SHOULD CONSULT YOUR TAX ADVISOR ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO YOUR PARTICULAR CIRCUMSTANCE AS WELL AS THE STATE, LOCAL, NON-U.S.
YOU SHOULD CONSULT YOUR TAX ADVISOR ABOUT THE APPLICATION OF U.S. FEDERAL TAX LAW TO YOUR PARTICULAR CIRCUMSTANCE AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES OF OWNING AND DISPOSING OF OUR ORDINARY SHARES.
On the basis that any transfer instruments in respect of our ordinary shares traded on the NYSE and the TASE are executed outside Singapore through our transfer agent and share registrar in the United States for registration in our branch share register maintained in the United States (without any transfer instruments being received in Singapore), no stamp duty should be payable in Singapore on such transfers. 170 Tax Treaties Regarding Withholding Taxes There is no comprehensive avoidance of double taxation agreement between the United States and Singapore which applies to withholding taxes on dividends or capital gains.
On the basis that any transfer instruments in respect of our ordinary shares traded on the NYSE and the TASE are executed outside Singapore through our transfer agent and share registrar in the United States for registration in our branch share register maintained in the United States (without any transfer instruments being received in Singapore), no stamp duty should be payable in Singapore on such transfers.
The amount realized on a sale or other taxable disposition of our ordinary shares in exchange for foreign currency will generally equal the U.S.
Holders should consult their tax advisors regarding the availability of the foreign tax credit in light of its particular circumstances. The amount realized on a sale or other taxable disposition of our ordinary shares in exchange for foreign currency will generally equal the U.S.
For foreign tax credit purposes, any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss, as the case may be, which will generally limit the availability of foreign tax credits. U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit in light of its particular circumstances.
The deductibility of capital losses is subject to limitations. For foreign tax credit purposes, any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss, which will generally limit the availability of foreign tax credits. U.S.
Item 5. Operating and Financial Review and Prospects .” D. Exchange Controls There are currently no exchange control restrictions in effect in Singapore. E.
For further information on the Singapore Code on Take-overs and Mergers, see “ —Takeovers .” 182 C. Material Contracts For information concerning our material contracts, see “ Item 4. Information on the Company ” and “ Item 5. Operating and Financial Review and Prospects .” D. Exchange Controls There are currently no exchange control restrictions in effect in Singapore. E.
F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Tax Treaties Regarding Withholding Taxes There is no comprehensive avoidance of double taxation agreement between the United States and Singapore which applies to withholding taxes on dividends or capital gains. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display Our SEC filings are available to you on the SEC’s website at http://www.sec.gov.
Goods and Services Tax The issue or transfer of ownership of our ordinary shares should be exempt from Singapore GST. Hence, the holders would not incur any GST on the subscription or subsequent transfer of the shares.
From January 1, 2026, the 20% shareholder threshold condition can be applied on a group basis subject to certain conditions. Goods and Services Tax The issue or transfer of ownership of our ordinary shares should be exempt from Singapore GST.
Removed
A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S.
Added
Item 5. Operating and Financial Review and Prospects—Recent Developments. ” ITEM 9 . The Offer and Listing A. Offer and Listing Details Kenon’s ordinary shares are listed on the TASE (trading symbol: KEN), our primary host market, and the NYSE (trading symbol: KEN), our principal market outside our host market. B. Plan of Distribution Not applicable. C.
Removed
The information on that website is not part of this registration statement.
Added
Markets Our ordinary shares are listed on each of the NYSE and the TASE under the symbol “KEN.” D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable. 171 ITEM 10 . Additional Information A. Share Capital Not applicable. B.
Added
Constitution The following description of our Constitution is a summary and is qualified by reference to the Constitution, a copy of which has been filed with the SEC.
Added
Subject to the provisions of the Singapore Companies Act and any other written law and its Constitution, Kenon has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction. New Shares Under Singapore law, new shares may be issued only with the prior approval of our shareholders in a general meeting.
Added
General approval may be sought from our shareholders in a general meeting for the issue of shares.
Added
Approval, if granted, will lapse at the earliest of: • the conclusion of the next annual general meeting; • the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within six months after our financial year end, being December 31); or • the subsequent revocation or modification of approval by our shareholders acting at a duly convened general meeting.
Added
Our shareholders have provided such general authority to issue new shares until the conclusion of our 2026 annual general meeting.
Added
Subject to this and the provisions of the Singapore Companies Act and our Constitution, all new shares are under the control of the directors who may allot and issue new shares to such persons on such terms and conditions and with the rights and restrictions as they may think fit to impose.
Added
Preference Shares Our Constitution provides that we may issue shares of a different class with preferential, deferred or other special rights, privileges or conditions as our board of directors may determine.
Added
Under the Singapore Companies Act, our preference shareholders will have the right to attend any general meeting insofar as the circumstances set forth below apply and on a poll at such general meeting, to have at least one vote for every preference share held: • upon any resolution concerning the winding-up of our company under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; and • upon any resolution which varies the rights attached to such preference shares.
Added
We may, subject to the prior approval in a general meeting of our shareholders, issue preference shares which are, or at our option, subject to redemption provided that such preference shares may not be redeemed out of capital unless: • all the directors have made a solvency statement in relation to such redemption; and • we have lodged a copy of the statement with the Singapore Registrar of Companies.
Added
Further, the shares must be fully paid-up before they are redeemed. Transfer of Ordinary Shares Subject to applicable securities laws in relevant jurisdictions and our Constitution, our ordinary shares are freely transferable. Shares may be transferred by a duly signed instrument of transfer in any usual or common form or in a form acceptable to our directors.
Added
The directors may decline to register any transfer unless, among other things, evidence of payment of any stamp duty payable with respect to the transfer is provided together with other evidence of ownership and title as the directors may require.
Added
We will replace lost or destroyed certificates for shares upon notice to us and upon, among other things, the applicant furnishing evidence and indemnity as the directors may require and the payment of all applicable fees. 172 Election and Re-election of Directors Under our Constitution, our shareholders by ordinary resolution, or our board of directors, may appoint any person to be a director as an additional director or to fill a casual vacancy, provided that any person so appointed by our board of directors shall hold office only until the next annual general meeting, and shall then be eligible for re-election.
Added
Our Constitution provides that, subject to the Singapore Companies Act, no person other than a director retiring at a general meeting is eligible for appointment as a director at any general meeting, without the recommendation of the Board for election, unless (i) in the case of a member or members who in aggregate hold(s) more than 50% of the total number of our issued and paid-up shares (excluding treasury shares), not less than ten days, or (ii) in the case of a member or members who in aggregate hold(s) more than 5% of the total number of our issued and paid-up shares (excluding treasury shares), not less than 120 days, before the date of the notice provided to members in connection with the general meeting, a written notice signed by such member or members (other than the person to be proposed for appointment) who (iii) are qualified to attend and vote at the meeting for which such notice is given, and (iv) have held shares representing the prescribed threshold in (i) or (ii) above, for a continuous period of at least one year prior to the date on which such notice is given, is lodged at our registered office.
Added
Such a notice must also include the consent of the person nominated. Shareholders’ Meetings We are required to hold an annual general meeting each year. Annual general meetings must be held within six months after our financial year end, being December 31.
Added
The directors may convene an extraordinary general meeting whenever they think fit and they must do so upon the written request of shareholders representing not less than one-tenth of the paid-up shares as at the date of deposit carries the right to vote at general meetings (disregarding paid-up shares held as treasury shares).
Added
In addition, two or more shareholders holding not less than one-tenth of our total number of issued shares (excluding our treasury shares) may call a meeting of our shareholders.
Added
The Singapore Companies Act requires not less than: • 14 days’ written notice to be given by Kenon of a general meeting to pass an ordinary resolution; and • 21 days’ written notice to be given by Kenon of a general meeting to pass a special resolution, to every member and the auditors of Kenon.
Added
Our Constitution further provides that in computing the notice period, both the day on which the notice is served, or deemed to be served, and the day for which the notice is given shall be excluded.
Added
Unless otherwise required by law or by our Constitution, voting at general meetings is by ordinary resolution, requiring the affirmative vote of a simple majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for appointments of directors.
Added
A special resolution, requiring an affirmative vote of not less than three-fourths of the shares present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, such as an alteration of our Constitution.
Added
Voting Rights Voting at any meeting of shareholders is by a show of hands unless a poll is duly demanded before or on the declaration of the result of the show of hands.
Added
If voting is by a show of hands, every shareholder who is entitled to vote and who is present in person or by proxy at the meeting has one vote.
Added
On a poll, every shareholder who is present in person or by proxy or by attorney, or in the case of a corporation, by a representative, has one vote for every share held by him or which he represents. 173 Dividends Any dividends we may pay are limited by the amount of available distributable reserves, which, under Singapore law, is assessed on the basis of Kenon’s stand-alone accounts (which are based upon the SFRS).
Added
Under Singapore law, it is also possible to effect a capital reduction exercise to return cash and/or assets to our shareholders. The completion of a capital reduction exercise may require the approval of the Singapore Courts, and we may not be successful in our attempts to obtain such approval.
Added
In addition, we have completed significant capital reduction exercises in connection with some prior distributions, and we have limited additional capacity to effect distributions through capital reductions.
Added
Additionally, because we are a holding company, our ability to pay cash dividends, or declare a distribution-in-kind of the ordinary shares of any of our businesses, may be limited by restrictions on our ability to obtain sufficient funds through dividends from our businesses, including restrictions under the terms of the agreements governing the indebtedness of our businesses.
Added
Subject to the foregoing, the payment of cash dividends, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, our overall financial condition, available distributable reserves and any other factors deemed relevant by our board of directors.
Added
Generally, a final dividend is declared out of profits disclosed by the accounts presented to the annual general meeting, and requires approval of our shareholders. However, our board of directors can declare interim dividends without approval of our shareholders.
Added
Bonus Issues In a general meeting, our shareholders may, upon the recommendation of the directors, capitalize any reserves or profits and distribute them as fully paid bonus shares to the shareholders in proportion to their shareholdings.
Added
Takeovers The Singapore Code on Take-overs and Mergers, the Singapore Companies Act and the Securities and Futures Act 2001 regulate, among other things, the acquisition of voting shares of Singapore-incorporated public companies.
Added
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 amounts inclusive) of our voting shares, and if 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.
Added
“Parties acting in concert” comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the presumption is rebutted) to be acting in concert with each other.
Added
They include: • a company and its related companies, the associated companies of any of the company and its related companies, companies whose associated companies include any of these companies and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights; • a company and its directors (including their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts); • a company and its pension funds and employee share schemes; • a person and any investment company, unit trust or other fund whose investment such person manages on a discretionary basis but only in respect of the investment account which such person manages; • a financial or other professional adviser, including a stockbroker, and its clients in respect of shares held by the adviser and persons controlling, controlled by or under the same control as the adviser; 174 • directors of a company (including their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for the company may be imminent; • partners; and • an individual and such person’s close relatives, related trusts, any person who is accustomed to act in accordance with such person’s instructions and companies controlled by the individual, such person’s close relatives, related trusts or any person who is accustomed to act in accordance with such person’s instructions and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights.
Added
Subject to certain exceptions, a mandatory takeover offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror during the offer period and within the six months preceding the acquisition of shares that triggered the mandatory offer obligation.
Added
Under the Singapore Code on Take-overs and Mergers, where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a general offer to all other shareholders is normally required. An offeror must treat all shareholders of the same class in an offeree company equally.
Added
A fundamental requirement is that shareholders in the company subject to the takeover offer must be given sufficient information, advice and time to consider and decide on the offer. These legal requirements may impede or delay a takeover of our company by a third party.
Added
In October 2014, the Securities Industry Council of Singapore waived the application of the Singapore Code on Take-overs and Mergers to Kenon, subject to certain conditions.
Added
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.
Added
Insofar as the Singapore Code on Take-overs and Mergers applies to Kenon, the Singapore Code on Take-overs and Mergers generally provides that the board of directors of Kenon should bring the offer to the shareholders of Kenon in accordance with the Singapore Code on Take-overs and Mergers and refrain from taking any action which will deny the shareholders from the opportunity to decide on the merits of the offer.
Added
Liquidation or Other Return of Capital On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings.
Added
Limitations on Rights to Hold or Vote Ordinary Shares Except as discussed above under “— Takeovers ,” there are no limitations imposed by the laws of Singapore or by our Constitution on the right of non-resident shareholders to hold or vote ordinary shares.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

3 edited+1 added−66 removed3 unchanged
Biggest changeAlthough we are permitted to follow home country practice in lieu of the requirement to have a board of directors comprised of a majority of independent directors according to NYSE listing standards, we have determined that we are in compliance with this requirement. 146 Election and Removal of Directors See “ Item 10.B Constitution .” Service Contracts None of our board members have service contracts with us or any of our businesses providing for benefits upon termination of employment.
Biggest changeElection and Removal of Directors See “ Item 10.B Constitution .” Service Contracts None of our board members have service contracts with us or any of our businesses providing for benefits upon termination of employment. Indemnifications and Limitations on Liability For information on the indemnification and limitations on liability of our directors, see “
The board of directors, which consists of nine directors, oversees and provides policy guidance on our strategic and business planning processes, oversees the conduct of our business by senior management and is principally responsible for the succession planning for our key executives. Cyril Pierre-Jean Ducau serves as our Chairman.
The board of directors, which consists of ten directors, oversees and provides policy guidance on our strategic and business planning processes, oversees the conduct of our business by senior management and is principally responsible for the succession planning for our key executives. Cyril Pierre-Jean Ducau serves as our Chairman.
Board Practices 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.
Item 6.E Share Ownership .” C. Board Practices 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.
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ITEM 6. Directors, Senior Management and Employees A. Directors and Senior Management Board of Directors The following table sets forth information regarding our board of directors (1) : Name Age Function Original Appointment Date Current Term Begins Current Term Expires Antoine Bonnier 41 Board Member 2016 2024 2025 Laurence N.
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Ownership of a significant amount of our shares, by itself, does not constitute a material relationship. Although we are permitted to follow home country practice in lieu of the requirement to have a board of directors comprised of a majority of independent directors according to NYSE listing standards, we have determined that we are in compliance with this requirement.
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Charney 77 Chairman of the Audit Committee, Compensation Committee Member, Board Member, ESG Committee Member 2014 2024 2025 Barak Cohen 43 Board Member 2018 2024 2025 Cyril Pierre-Jean Ducau 46 Chairman of the Board, Nominating and Corporate Governance Committee Chairman, ESG Committee Member 2014 2024 2025 N.
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Scott Fine 68 Audit Committee Member, Compensation Committee Chairman, Board Member 2014 2024 2025 Bill Foo 67 Board Member, Nominating and Corporate Governance Committee Member 2017 2024 2025 Aviad Kaufman 54 Compensation Committee Member, Board Member, Nominating and Corporate Governance Committee Member 2015 2024 2025 Robert L.
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Rosen 52 Chief Executive Officer, Board Member and ESG Committee Chairman 2023 2024 2025 Arunava Sen 64 Board Member, Audit Committee Member, ESG Committee Chairman 2017 2024 2025 (1) Ms Tan Beng Tee stepped down from the Board effective November 27, 2024 Our Constitution provides that, unless otherwise determined by a general meeting, the minimum number of directors is five and the maximum number is 12. 143 Senior Management Name Age Position Robert L.
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Rosen 52 Chief Executive Officer & Director Deepa Joseph 49 Chief Financial Officer Biographies Directors Antoine Bonnier. Mr.
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Bonnier is the Chief Executive Officer of Quantum Pacific (UK) LLP and serves as a member of the board of directors of Club Atletico de Madrid SAD, of CPVI, OPC, Cool Company Ltd and Ekwateur SA, each of which may be associated with the same ultimate beneficiary, Mr. Idan Ofer. Mr.
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Bonnier was previously a Managing Director of Quantum Pacific (UK) LLP. Prior to joining Quantum Pacific Advisory Limited in 2011, Mr. Bonnier was an Associate in the Investment Banking Division of Morgan Stanley & Co.
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During his tenure there, from 2005 to 2011, he held various positions in the Capital Markets and Mergers and Acquisitions teams in London, Paris and Dubai. Mr. Bonnier graduated from ESCP Europe Business School and holds a Master of Science in Management. Laurence N. Charney. Mr. Charney currently serves as the chairman of our audit committee. Mr.
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Charney retired from Ernst & Young LLP in June 2007, where, over the course of his more than 37-year career, he served as Senior Audit Partner, Practice Leader and Senior Advisor. Since his retirement from Ernst & Young, Mr.
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Charney has served as a business strategist and financial advisor to boards, senior management and investors of early stage ventures, private businesses and small to mid-cap public corporations across the consumer products, energy, high-tech/software, media/entertainment, and non-profit sectors. His most recent directorships also include board tenure with Marvel Entertainment, Inc. (through December 2009) and TG Therapeutics, Inc.
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(from March 2012 through the current date). Mr. Charney is a graduate of Hofstra University with a Bachelor’s degree in Business Administration (Accounting), and has also completed an Executive Master’s program at Columbia University. Mr. Charney maintains active membership with the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Barak Cohen. Mr.
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Cohen is a Managing Director at Quantum Pacific (UK) LLP and of Qoros, each of which may be associated with the same ultimate beneficiary, Mr. Idan Ofer. In September 2018, Mr. Cohen was appointed to the board of directors of Kenon, having served as Co-CEO of Kenon till that time. Prior to serving as Kenon’s Co-CEO, Mr.
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Cohen served as Kenon’s Vice President of Business Development and Investor Relations from 2015 to September 2017. Prior to joining Kenon in 2015, Mr. Cohen worked in various capacities at IC since 2008 most recently as IC’s Senior Director of Business Development and Investor Relations. Prior to joining IC, Mr.
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Cohen held positions at Lehman Brothers (UK) and Ernst & Young (Israel). Mr. Cohen holds Bachelor’s degrees in Economics, summa cum laude, and Accounting & Management, magna cum laude, both from Tel Aviv University. 144 Cyril Pierre-Jean Ducau. Mr.
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Ducau is the Chief Executive Officer of Ansonia and the Chief Executive Officer of Eastern Pacific Shipping Pte Ltd, a leading shipping company based in Singapore. He is a member of the board of directors of Ansonia as well as other private companies, each of which may be associated with the same ultimate beneficiary, Mr. Idan Ofer.
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He is also currently the Chairman of Cool Company Ltd, a NYSE-listed shipping company and an independent director of the Singapore Maritime Foundation and of the Global Centre for Maritime Decarbonisation Limited, which were established by the Maritime and Port Authority of Singapore.
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He is also a member of the board of directors of Gard P&I (Bermuda) Ltd, a leading maritime insurer. He was previously Head of Business Development of Quantum Pacific Advisory Limited in London from 2008 to 2012 and acted as Director and Chairman of Pacific Drilling SA between 2011 and 2018. Prior to joining Quantum Pacific Advisory Limited, Mr.
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Ducau was Vice President in the Investment Banking Division of Morgan Stanley & Co. International Ltd. in London and, during his tenure there from 2000 to 2008, he held various positions in the Capital Markets, Leveraged Finance and Mergers and Acquisitions teams. Mr.
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Ducau graduated from ESCP Europe Business School (Paris, Oxford, Berlin) and holds a Master of Science in business administration and a Diplom Kaufmann. N. Scott Fine . Mr. Fine is the Chief Executive Officer and an Executive Director of Cyclo Therapeutics, Inc., a biotechnology company focused on developing novel therapeutics based on cyclodextrin technologies. Mr.
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Fine has been involved in investment banking for over 35 years, working on a multitude of debt and equity financings, buy and sell side mergers and acquisitions, strategic advisory work and corporate restructurings. Mr. Fine was the lead investment banker on the IPO of Keurig Green Mountain Coffee Roasters and Central European Distribution Corporation, or CEDC, a multi-billion-dollar alcohol company.
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He was also involved in an Equity Strategic Alliance between Research Medical and the Tempo Group. Mr.
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Fine continued his involvement with CEDC, serving as a director from 1996 until 2014, during which time he led the CEDC Board’s successful efforts in 2013 to restructure the company through a pre-packaged Chapter 11 process whereby CEDC was acquired by the Russian Standard alcohol group. Recently, Mr.
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Fine served as Vice Chairman and Chairman of the Restructuring Committee of Pacific Drilling SA from 2017 to 2018 where he successfully led the Independent Directors to a successful reorganization. He also served as Sole Director of Better Place Inc. from 2013 until 2015. Mr.
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Fine devotes time to several non-profit organizations, including through his service on the Board of Trustees for the IWM American Air Museum in Britain. Mr. Fine has been a guest lecturer at Ohio State University’s Moritz School of Law and Fordham University Law School. Bill Foo. Dr.
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Foo is a director and corporate advisor of several private, listed and non-profit entities, including Mewah International Inc., CDL Hospitality Trusts, Tung Lok Restaurants (2000) Ltd., M&C REIT Management Ltd and chairing Investible Funds VCC as well as the Salvation Army and James Cook University Singapore organizations. In May 2017, Dr.
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Foo was appointed to the board of directors of Kenon, having served as a director of IC Power between November 2015 and January 2018. Prior to his retirement, Dr. Foo worked in financial services for over 30 years, including serving as CEO of ANZ Singapore and South East Asia Head of Investment Banking for Schroders. Dr.
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Foo has also worked in various positions at Citibank and Bank of America and has been a director of several listed and government-related entities, including International Enterprise Singapore (Trade Agency), where he chaired the Audit Committee for several years. Dr.
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Foo has a Master’s Degree in Business Administration from McGill University and a Bachelor of Business Administration from Concordia University and an honorary Doctor of Commerce from James Cook University Australia. Aviad Kaufman. Mr.
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Kaufman is the Chief Executive Officer of One Globe Business Advisory Ltd, the chairman of IC, and a board member of ICL Group Ltd., OPC and other private companies, each of which may be associated with Mr. Idan Ofer. From 2017 until July 2021, Mr.
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Kaufman served as the Chief Executive Officer of Quantum Pacific (UK) LLP and from 2008 until 2017 as Chief Financial Officer of Quantum Pacific (UK) LLP (and its predecessor Quantum Pacific Advisory Limited). From 2002 until 2007, Mr. Kaufman fulfilled different senior corporate finance roles at Amdocs Ltd. Previously, Mr. Kaufman held various consultancy positions with KPMG. Mr.
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Kaufman is a certified public accountant and holds a Bachelor’s degree in Accounting and Economics from the Hebrew University in Jerusalem (with distinction), and a Master’s of Business Administration in Finance from Tel Aviv University. Robert L. Rosen. Mr.
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Rosen has served as CEO of Kenon since September 2017 and also serves on the board of Kenon as an executive director and on the board of OPC as director. Prior to becoming CEO, Mr. Rosen served as General Counsel of Kenon upon joining Kenon in 2014. Prior to joining Kenon, Mr.
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Rosen spent 15 years in private practice with top tier law firms, including Linklaters LLP and Milbank LLP. Mr. Rosen is admitted to the Bar in the State of New York, holds a Bachelor’s degree with honors from Boston University and a JD and MBA, both from the University of Pittsburgh, where he graduated with high honors. 145 Arunava Sen.
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Mr. Sen is Director of Coromandel Advisors Pte Ltd, a Singapore-based company that provides strategic and transactional advice to global investors in the infrastructure and clean energy sectors. In May 2017, Mr. Sen was appointed to the board of directors of Kenon, having served as a director of IC Power between November 2015 and January 2018.
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Between August 2010 and February 2015, Mr. Sen was CEO and Managing Director of Lanco Power International Pte Ltd, a Singapore-registered company focused on the development of power projects globally. Previously, Mr. Sen held several senior roles at Globeleq Ltd, a Houston-based power investment company, including COO, CEO—Latin America and CEO—Asia. In 1999, Mr.
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Sen cofounded and was COO of Hart Energy International, a Houston-based company that developed and invested in power businesses in Latin America and the Caribbean. Mr. Sen currently serves on the investment committee of SUSI Asia Energy Transition Fund. A qualified Chartered Accountant, Mr.
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Sen holds a B.Com. degree from the University of Calcutta and an M.S. degree in Finance from The American University in Washington, DC. Senior Management Deepa Joseph. Ms. Joseph joined Kenon in June 2023 and has served as Chief Financial Officer from September 2023. Ms. Joseph also serves as Chief Financial Officer of Ansonia. Previously, Ms.
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Joseph served in senior finance positions from 2012 to 2023 in Eastern Pacific Shipping Pte. Ltd. and Quantum Pacific Shipping Services Pte. Ltd, each of which may be associated with the same ultimate beneficiary, Mr. Idan Ofer. She is a Chartered Accountant (Institute of Singapore Chartered Accountants).
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She holds a Masters in Business Administration (specializing in Accountancy) from Nanyang Business School, Singapore and Bachelors in Science (Mathematics) from Mahatma Gandhi University, India. B. Compensation We pay our directors compensation for serving as directors, including per meeting fees.
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For the year ended December 31, 2024, the aggregate compensation accrued (comprising remuneration and the aggregate fair market value of equity awards granted) for our directors and executive officers was approximately $3 million. For further information on Kenon’s Share Incentive Plan 2014, see “ Item 6.E Share Ownership .” C.
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Ownership of a significant amount of our shares, by itself, does not constitute a material relationship.
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Indemnifications and Limitations on Liability For information on the indemnification and limitations on liability of our directors, see “ Item 10.B Constitution .” Committees of our Board of Directors We have established four committees, which report regularly to our board of directors on matters relating to the specific areas of risk the committees oversee: the audit committee, the nominating and corporate governance committee, the compensation committee and the ESG committee.
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Audit Committee We have established an audit committee to review and discuss with management significant financial, legal and regulatory risks and the steps management takes to monitor, control and report such exposures; our audit committee also oversees the periodic enterprise-wide risk evaluations conducted by management.
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Specifically, our audit committee oversees the process concerning: • the quality and integrity of our financial statements and internal controls; • the compensation, qualifications, evaluation and independence of, and making a recommendation to our board for recommendation to the annual general meeting for appointment of, our independent registered public accounting firm; • the performance of our internal audit function; • our compliance with legal and regulatory requirements; and • review of related party transactions.
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All three members of our audit committee, Laurence N. Charney, N. Scott Fine and Arunava Sen, are independent directors. Our board of directors has determined that Laurence N.
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Charney is an audit committee financial expert, as defined under the applicable rules of the SEC, and that each of our audit committee members has the requisite financial sophistication as defined under the applicable rules and regulations of each of the SEC and the NYSE.
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Our audit committee operates under a written charter that satisfies the applicable standards of the NYSE. Nominating and Corporate Governance Committee Our nominating and corporate governance committee oversees the management of risks associated with board governance, director independence and conflicts of interest.
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Specifically, our nominating and corporate governance committee is responsible for identifying qualified candidates to become directors, recommending to the board of directors candidates for all directorships, overseeing the annual evaluation of the board of directors and its committees and taking a leadership role in shaping our corporate governance. 147 Our nominating and corporate governance committee considers candidates for directors who are recommended by its members, by other board members and members of our management, as well as those identified by any third-party search firms retained by it to assist in identifying and evaluating possible candidates.
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The nominating and corporate governance committee also considers recommendations for director candidates submitted by our shareholders. The nominating and corporate governance committee evaluates and recommends to the board of directors qualified candidates for election, re-election or appointment to the board, as applicable.
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When evaluating director candidates, the nominating and corporate governance committee seeks to ensure that the board of directors has the requisite skills, experience and expertise and that its members consist of persons with appropriately diverse and independent backgrounds.
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The nominating and corporate governance committee considers all aspects of a candidate’s qualifications in the context of our needs, including: personal and professional integrity, ethics and values; experience and expertise as an officer in corporate management; diversity considerations; experience in the industry of any of our portfolio businesses and international business and familiarity with our operations; experience as a board member of another publicly traded company; practical and mature business judgment; the extent to which a candidate would fill a present need on the board of directors; and the other ongoing commitments and obligations of the candidate.
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The nominating and corporate governance committee does not have any minimum criteria for director candidates. Consideration of new director candidates will typically involve a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The members of our nominating and corporate governance committee are Cyril Pierre-Jean Ducau, Bill Foo and Aviad Kaufman.
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Our nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the NYSE for foreign private issuers. Compensation Committee Our compensation committee assists our board in reviewing and approving the compensation structure of our directors and officers, including all forms of compensation to be provided to our directors and officers.
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The compensation committee is responsible for, among other things: • reviewing and determining the compensation package for our Chief Executive Officer and other senior executives; • reviewing and making recommendations to our board with respect to the compensation of our non-employee directors; • reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other senior executives, including evaluating their performance in light of such goals and objectives; and • reviewing periodically and approving and administering stock options plans, long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans for all employees, including reviewing and approving the granting of options and other incentive awards.
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The members of our compensation committee are N. Scott Fine, Laurence N. Charney and Aviad Kaufman. ESG Committee We have established an ESG committee to carry out the responsibilities delegated by the board of directors regarding the oversight of Kenon’s risks, opportunities, strategies, goals, and policies and procedures related to environmental, social, and governance.
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Specifically, our ESG committee’s responsibilities include: monitoring and advising the board of directors on our risks and opportunities related to ESG matters; reviewing and discussing with management our goals, strategies, and policies and procedures to address ESG risks and opportunities; reviewing and advising the board of directors on our performance related to the ESG goals, strategies, and policies and procedures; reviewing and approving policies and procedures used to prepare ESG-related statements and disclosures, including statements and disclosures to be furnished or filed with the SEC; monitoring disclosure requirements under applicable laws, regulations and stock exchange rules and overseeing our plans and processes to comply with such disclosure requirements; overseeing our ESG-related engagement efforts with shareholders, other key stakeholders and reviewing and advising the board of directors on ESG-related shareholder proposals; reviewing our government relations strategies and activities, including any political activities and contributions and lobbying activities; and reviewing our charitable programs and community investment activities.
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The members of our ESG committee are Arunava Sen, Cyril Pierre-Jean Ducau, Laurence N. Charney and Robert L. Rosen.
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Our ESG committee operates under a written charter. 148 Code of Ethics and Ethical Guidelines Our board of directors has adopted a code of ethics that describes our commitment to, and requirements in connection with, ethical issues relevant to business practices and personal conduct. D.
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Employees As of December 31, 2024, we and our consolidated subsidiaries employed 344 individuals, respectively, as follows: Company December 31, 2024 OPC (1) 338 Kenon 6 Total 344 (1) This table includes CPV’s employees. OPC As of December 31, 2024, OPC employed 338 employees (including 167 CPV employees).
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For further information on OPC’s employees, see “ Item 4.B Business Overview—Our Businesses—OPC’s Business—OPC’s Description of Operations—Employees .” E. Share Ownership Interests of our Directors and our Employees In 2024, Kenon had in place the Share Incentive Plan 2014 and the Share Option Plan 2014 for its directors and management.
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Under the Share Incentive Plan 2014 and the Share Option Plan 2014, Kenon may from time to time grant awards over its shares, and options in respect of its shares, respectively, to management and directors of Kenon, or to officers of Kenon’s subsidiaries or associated companies.
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The total number of shares underlying awards which may be granted under the Share Incentive Plan 2014 or delivered pursuant to the exercise of options granted under the Share Option Plan 2014, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered (i) pursuant to awards already granted under the Share Incentive Plan 2014; and (ii) pursuant to options already granted under the Share Option Plan 2014 shall not, in the aggregate, exceed 3% of the total issued shares (excluding treasury shares) of Kenon.
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Kenon granted awards of shares to directors and certain members of its management under the Share Incentive Plan 2014 in 2024, with a value of $0.5 million. In 2024, following approval of our shareholders, we extended the term of the Share Incentive Plan 2014 for further ten years from 2024.
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The Share Option Plan 2014, which was approved and adopted by our Board of Directors on December 10, 2014, has since expired on December 9, 2024. No further options may be granted under the Share Option Plan 2014 following its expiry and there are no options outstanding under the Share Option Plan 2014.
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Equity Awards to Certain Executive Officers—Subsidiaries and Associated Companies Kenon’s subsidiaries and associated companies may, from time to time, adopt equity compensation arrangements for officers and directors of the relevant entity. Kenon expects any such arrangements to be on customary terms and within customary limits (in terms of dilution).
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In 2024, OPC allocated equity compensation comprising 517,707 options to certain employees, in accordance with the Equity Compensation Plan adopted by OPC in June 2024, and in January 2025, OPC allocated 203,663 options to OPC’s chairman of the board, and in March OPC allocated 440,677 options to certain employees and officers. 149

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