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What changed in Kenon Holdings Ltd.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Kenon Holdings Ltd.'s 2023 and 2024 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 2024 report.

+1337 added−1445 removedSource: 20-F (2025-04-02) vs 20-F (2024-03-26)

Top changes in Kenon Holdings Ltd.'s 2024 20-F

1337 paragraphs added · 1445 removed · 582 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−3 removed0 unchanged
Biggest changeITEM 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 59 A.
Biggest changeITEM 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.
Removed
History and Development of the Company 59 B. Business Overview 59 C. Organizational Structure 144 D. Property, Plants and Equipment 144 ITEM 4A. Unresolved Staff Comments 144 ITEM 5. Operating and Financial Review and Prospects 144 A. Operating Results 165 B. Liquidity and Capital Resources 171 C. Research and Development, Patents and Licenses, Etc. 184 D. Trend Information 185 E.
Added
History and Development of the Company 34 B. Business Overview 34 C. Organizational Structure 104 D. Property, Plants and Equipment 104
Removed
Critical Accounting Estimates 187 F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation 187 ITEM 6. Directors, Senior Management and Employees 187 A. Directors and Senior Management 187 B. Compensation 190 C. Board Practices 190 D. Employees 193 E. Share Ownership 193 ITEM 7. Major Shareholders and Related Party Transactions 194 A. Major Shareholders 194 B.
Removed
Related Party Transactions 194 C. Interests of Experts and Counsel 195

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

168 edited+424 added−174 removed58 unchanged
Biggest changeFurthermore, OPC Israel entered into non-binding credit facilities (for the use of all OPC group companies in Israel), which are mainly used for the purpose of letters of credit and bank guarantees (for example, to the EA, the System Operator, etc.). 175 The following table sets forth selected information regarding OPC’s principal outstanding short-term and long-term debt, as of December 31, 2023 (excluding CPV): Outstanding Principal Amount as of December 31, 2023 * ($ millions) Interest Rate ($ millions) Final Maturity Amortization Schedule OPC-Hadera: Financing agreement (1) 180 2.4%-3.9%, CPI linked (2/3 of the loan) 3.6%-5.4% (1/3 of the loan) September 2037 Quarterly principal payments to maturity, commencing 6 months following commercial operations of OPC-Hadera power plant Tzomet: Financing agreement (2) 315 CPI or USD-linked with interest equal to prime plus margin of 0.5-1.5% - agreement includes provisions for conversion of interest from variable to CPI-linked debenture interest plus margin of 2-3% Earliest of 19 years from commercial operations date of Tzomet power plant and 23 years from the signing date, but no later than December 31, 2042 Quarterly principal payments to maturity, commencing close to the end of the first or second quarter following commercial operations of the Tzomet power plant Kiryat Gat Financing agreement (3) 121 Variable interest at a rate equal to the Prime interest rate of 0.65%; NIS government bond plus 2.3% May 2039 Quarterly repayment of principal and interest in accordance with amortization schedule OPC 4 : Bonds (Series B) (4)(6) 271 2.75% (CPI-Linked) September 2028 Semi-annual principal payments commencing on September 30, 2020 Bonds (Series C) (5)(6) 214 2.5% August 2030 12 semi-annual payments (which repayment amounts vary, and range from 5% up to 16% of the total issued amount) commencing in February 2024 Total 1,101 __________________________________________ * Includes interest payable, net of expenses.
Biggest changeFurthermore, OPC Israel has entered into non-binding credit facilities (for the use of all OPC group companies in Israel), which are mainly used for the purpose of letters of credit and bank guarantees (for example, to the EA, the System Operator, etc.). 129 The following table sets forth selected information regarding OPC’s principal outstanding short-term and long-term debt, as of December 31, 2024 (excluding CPV): Outstanding Principal Amount as of December 31, 2024 * ($ millions) Interest Rate ($ millions) Final Maturity Amortization Schedule Hadera: Financing agreement (1) 160 2.4%-3.9%, CPI linked (2/3 of the loan) 3.6%-5.4% (1/3 of the loan) September 2037 Quarterly principal payments to maturity, commencing 6 months following commercial operations of Hadera power plant OPC 4 : Bonds (Series B) (2)(5) 251 2.75% (CPI-Linked) September 2028 Semi-annual principal payments commencing on September 30, 2020 Bonds (Series C) (3)(5) 195 2.5% August 2030 12 semi-annual payments (which repayment amounts vary, and range from 5% up to 16% of the total issued amount) commencing in February 2024 Bonds (Series D) (4)(5) 53 6.2% 2034 18 unequal semi-annual payments, to be paid on March 25 and September 25 of each of the years 2026 to 2034 OPC Israel: Financing agreement (6) 233 Prime interest plus a spread ranging from 0.3% to 0.4% December 2033 Quarterly installments from March 25, 2025 through December 25, 2033, as follows: 0.5% in every quarter in 2025; 0.75% in every quarter in 2026; 1% in every quarter in 2027-2029; 5% in every quarter in 2030-2032; 5.75% in every quarter in 2033 Financing agreement (6) 219 See above See above See above Total 1,058 * Includes interest payable, net of expenses.
The actual gas prices of the power plants of the CPV Group could be significantly different.
The actual gas prices of the power plants of the CPV Group could be significantly different.
The Series C bonds are repayable over 12 semi-annual payments (which repayment amounts vary, and range from 5% up to 16% of the total issued amount) commencing in February 2024 with the final payment in August 2030. OPC used the proceeds from the Series C bonds for the early repayment of project financing debt of OPC-Rotem as described below.
The Series C bonds are repayable over 12 semi-annual payments (which repayment amounts vary, and range from 5% up to 16% of the total issued amount) commencing in February 2024 with the final payment in August 2030. OPC used the proceeds from the Series C bonds for the early repayment of project financing debt of Rotem as described below.
The senior facility agreement is secured by liens over some of OPC-Hadera’s existing and future assets and on certain OPC and OPC-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 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.
The natural gas prices are impacted by numerous variables, including demand in the industrial, residential and electricity sectors, productivity and supply of the natural gas, natural gas production costs, location and changes in the pipeline infrastructure, international trade and the financial profile and the hedging profile of natural gas customers and producers.
The natural gas prices are impacted by numerous variables, including demand in the industrial, residential and electricity sectors, productivity and supply of natural gas, natural gas production costs, location and changes in the pipeline infrastructure, international trade and the financial profile and the hedging profile of natural gas customers and producers.
The Bonds C deed of trust includes customary causes for calling for the immediate repayment (subject to stipulated remediation periods), including as a result of, among others, events of default, liquidation proceedings, receivership, suspension of proceedings and creditors’ arrangements, merger under certain conditions without obtaining bondholders’ approval or statement by the survivor entity, material deterioration in the position of OPC, and failure to publish financial statements in a timely manner. 179 Furthermore, a bondholders’ right to call for immediate repayment arises, among others, upon the following circumstances: (i) the call for immediate repayment of another series of bonds (traded on the TASE or on the TACT Institutional system) issued by OPC; or of another financial debt (or a number of cumulative debts) of OPC and its consolidated companies (except in the case of a non-recourse debt), including forfeiture of a guarantee (that secures payment of a debt to a financial creditor) that OPC or investee companies made available to a creditor, in an amount not less than $75 million; (ii) upon breach of financial covenants on two consecutive review dates or on one review date; (iii) failure to obtain prior approval of the bondholders by special resolution in the case of an extraordinary transaction with a controlling shareholder, excluding transactions to which the Companies Regulations (Expedients in Transactions with an Interested Party), 2000 apply; (iv) if an asset or a number of assets of OPC are sold in an amount representing over 50% of the value of its assets according to OPC’s consolidated financial statements during a period of 12 consecutive months, or if a change is made to the main operations of OPC, except where the consideration of the sale is intended for the purchase of an asset or assets within OPC’s main area of operations (such as energy, including electricity generation in power plants and from renewable energies); (v) upon the occurrence of certain events leading to a loss of control; (vi) if a rating is discontinued over a certain period of time (except due to reasons not under the control of OPC); (vii) if trading in the bonds is suspended for a certain period of time or if the bonds are delisted; (viii) if OPC ceases to be a reporting corporation; (ix) if the company’s financial reports contain a going concern notice addressing the company itself, for two consecutive quarters; (x) if OPC breaches its undertaking not to place a general floating charge on its current and future assets and rights, in favor of any third party, without the criteria set in the Bond C deed of trust being met; and (xi) distribution in breach of the provisions of the Bond C deed of trust.
The Bonds C deed of trust includes customary causes for calling for the immediate repayment (subject to stipulated remediation periods), including as a result of, among others, events of default, liquidation proceedings, receivership, suspension of proceedings and creditors’ arrangements, merger under certain conditions without obtaining bondholders’ approval or statement by the survivor entity, material deterioration in the position of OPC, and failure to publish financial statements in a timely manner. 132 Furthermore, a bondholders’ right to call for immediate repayment arises, among others, upon the following circumstances: (i) the call for immediate repayment of another series of bonds (traded on the TASE or on the TACT Institutional system) issued by OPC; or of another financial debt (or a number of cumulative debts) of OPC and its consolidated companies (except in the case of a non-recourse debt), including forfeiture of a guarantee (that secures payment of a debt to a financial creditor) that OPC or investee companies made available to a creditor, in an amount not less than $75 million; (ii) upon breach of financial covenants on two consecutive review dates or on one review date; (iii) failure to obtain prior approval of the bondholders by special resolution in the case of an extraordinary transaction with a controlling shareholder, excluding transactions to which the Companies Regulations (Expedients in Transactions with an Interested Party), 2000 apply; (iv) if an asset or a number of assets of OPC are sold in an amount representing over 50% of the value of its assets according to OPC’s consolidated financial statements during a period of 12 consecutive months, or if a change is made to the main operations of OPC, except where the consideration of the sale is intended for the purchase of an asset or assets within OPC’s main area of operations (such as energy, including electricity generation in power plants and from renewable energies); (v) upon the occurrence of certain events leading to a loss of control; (vi) if a rating is discontinued over a certain period of time (except due to reasons not under the control of OPC); (vii) if trading in the bonds is suspended for a certain period of time or if the bonds are delisted; (viii) if OPC ceases to be a reporting corporation; (ix) if the company’s financial reports contain a going concern notice addressing the company itself, for two consecutive quarters; (x) if OPC breaches its undertaking not to place a general floating charge on its current and future assets and rights, in favor of any third party, without the criteria set in the Bond C deed of trust being met; and (xi) distribution in breach of the provisions of the Bond C deed of trust.
Pursuant to the agreement, the lenders undertook to provide OPC-Hadera with financing in several facilities, including a term loan facility, a standby facility, a debt service reserve amount, or DSRA, facility to finance the DSRA deposit, and a guarantee facility to facilitate the issuance of bank guarantees to be issued to third parties.
Pursuant to the agreement, the lenders undertook to provide Hadera with financing in several facilities, including a term loan facility, a standby facility, a debt service reserve amount, or DSRA, facility to finance the DSRA deposit, and a guarantee facility to facilitate the issuance of bank guarantees to be issued to third parties.
As at December 31, 2023, OPC met the financial covenants. OPC Bonds (Series D) In January 2024, OPC issued a series of bonds at a par value of approximately NIS 200 million (approximately $53 million), with the proceeds of the issuance designated for OPC’s needs, including for recycling of an existing financial debt (Series D).
As at December 31, 2024, OPC met the financial covenants. OPC Bonds (Series D) In January 2024, OPC issued a series of bonds at a par value of approximately NIS 200 million (approximately $53 million), with the proceeds of the issuance designated for OPC’s needs, including for recycling of an existing financial debt (Series D).
The loan is to be repaid in quarterly installments according to repayment schedules specified in the agreement. The financing matures 18 years after the commencement of repayments in accordance with the provisions of the agreement which commenced approximately half a year following the commencement of commercial operation of the OPC-Hadera plant.
The loan is to be repaid in quarterly installments according to repayment schedules specified in the agreement. The financing matures 18 years after the commencement of repayments in accordance with the provisions of the agreement which commenced approximately half a year following the commencement of commercial operation of the Hadera plant.
At this meeting, we intend to seek authorization to renew such authorization. The share repurchase plan may be suspended for periods, modified or discontinued at any time and may not be completed up to the full amount of the share repurchase plan.
At this meeting, we intend to seek authorization to renew such authorization. The Repurchase Plan may be suspended for periods, modified or discontinued at any time and may not be completed up to the full amount of the Repurchase Plan.
In each market and often within each project loan, lenders extended loans to the CPV Group’s projects either according to a credit margin based on the LIBOR/SOFR, variable base interest rate or fixed interest.
In each market and often within each project loan, lenders extended loans to the CPV Group’s projects either according to a credit margin based on the SOFR, variable base interest rate or fixed interest.
Set forth below are the capacity payments determined in the sub regions that are relevant to the Towantic power plant (the prices are denominated in dollars per megawatt per day): Sub-area CPV power plants 2027/2028 2026/2027 2025/2026 ISO-NE Rest of the market Towantic 117.70 85.15 85.15 The actual capacity payments for the Towantic power plant are impacted by forward tenders, supplemental annual tenders, monthly tenders with variable capacity prices in every month and bilateral agreements with the energy suppliers in the market.
Set forth below are the capacity payments determined in the sub regions that are relevant to the Towantic power plant (the prices are denominated in dollars per megawatt per day): Sub-area CPV power plants 2027/2028 2026/2027 2025/2026 ISO-NE Rest of the market Towantic 117.70 85.15 85.15 The actual capacity payments for the Towantic power plant are impacted by forward auctions, supplemental annual auctions, monthly auctions with variable capacity prices in every month and bilateral agreements with the energy suppliers in the market.
Disruptions to the supply chain, government levies, exchange and interest rates and federal and state policies all affect the activity of the energy sector, as well as the pace and direction of the change trends to the energy infrastructures and the energy markets.
Disruptions to the supply chain, government levies, exchange and interest rates and federal and state policies and regulation all affect the activity of the energy sector, as well as the pace and direction of the change trends to the energy infrastructures and the energy markets.
The undertakings under such agreements include customary obligations, including restrictions on pledges, compliance with financial ratios and maintaining liquidity in accordance with certain criteria, cross default provisions, restrictions on the distribution of dividends and payments to shareholders, restrictions on changes in OPC’s holdings in OPC Israel, changes in control in OPC-Hadera, and in OPC’s holdings in Tzomet and OPC-Rotem, restrictions on debt incurred by OPC Power Plants (except for immaterial amounts) and others.
The undertakings under such agreements include customary obligations, including restrictions on pledges, compliance with financial ratios and maintaining liquidity in accordance with certain criteria, cross default provisions, restrictions on the distribution of dividends and payments to shareholders, restrictions on changes in OPC’s holdings in OPC Israel, changes in control in Hadera, and in OPC’s holdings in Zomet and Rotem, restrictions on debt incurred by OPC Power Plants (except for immaterial amounts) and others.
Furthermore, OPC provided guarantees in respect of binding 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 at the total amount of approximately $75 million.
This revenue component is an additional component, separate from the component based on the energy prices (which is paid in respect of sale of the electricity). The payment component includes an entitlement to revenue for availability of the electricity, including provisions regarding bonus or penalty payments, which are governed by the tariffs determined by the FERC of every market.
This revenue component is an additional component, separate from the component based on the energy prices (which is paid in respect of sale of the electricity). The payment component includes an entitlement to revenue for availability of the electricity, including provisions regarding bonus or penalty payments, which are governed by the tariffs determined by the ISO of every market.
The NYISO market has a number of sub-markets, which may have different capacity requirements as a function of local supply and demand and transmission capacities. NYISO holds seasonal tenders every spring for the coming summer (May to October), and in the fall for the coming winter (November to April).
The NYISO market has a number of sub-markets, which may have different capacity requirements as a function of local supply and demand and transmission capacities. NYISO holds seasonal auctions every spring for the coming summer (May to October), and in the fall for the coming winter (November to April).
In the ISO NE market, there are a number of submarkets, in which capacity requirements differ as a function of local supply and demand and transport capacity. ISO NE executes forward tenders for a period of one year, commencing from June 1, three years from the year of the tender.
In the ISO NE market, there are a number of submarkets, in which capacity requirements differ as a function of local supply and demand and transport capacity. ISO NE executes forward auctions for a period of one year, commencing from June 1, three years from the year of the tender.
Repurchases under the share repurchase plan are subject to the authority of the share purchase authorization which was renewed by shareholders at the 2023 AGM and which will, continue in force until the earlier of the date of the 2024 AGM or the date by which the 2024 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 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.
OPC’s Share Issuances from 2019 to 2023 In August 2017, OPC completed an initial public offering in Israel, and a listing on the TASE, resulting in net proceeds to OPC of approximately $100 million and Kenon retaining 75.8% stake.
OPC’s Share Issuances from 2019 to 2024 In August 2017, OPC completed an initial public offering in Israel, and a listing on the TASE, resulting in net proceeds to OPC of approximately $100 million and Kenon retaining 75.8% stake.
In addition, OPC is generally exposed to changes in the CPI, directly and indirectly, mainly due to linkage of a significant part of its revenues to the generation component (which is impacted partly by a change in the CPI), and due to the fact the most of its availability revenues are linked to the CPI.
In addition, OPC is generally exposed to changes in the CPI, directly and indirectly, mainly due to linkage of a significant part of its revenues to the generation component (which is impacted partly by a change in the CPI), and due to the fact the most of its capacity revenues are linked to the CPI.
For a comparison of Kenon’s operating results for the fiscal year ended December 31, 2022 with the fiscal year ended December 31, 2021, please see Item 5.A of Kenon’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022. 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, 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.
Our share of the results of ZIM (and CPV’s associated companies) is reflected under results from associated companies. Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following tables set forth summary information regarding our operating segment results for the years ended December 31, 2023 and 2022.
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.
For example, Tzomet’s loans bear variable interest such that a change in the interest rate will impact Tzomet’s finance expenses and its outstanding debt after the commercial operation date. Until Tzomet’s commercial operation date, the finance expenses have been capitalized.
For example, Zomet’s loans bear variable interest such that a change in the interest rate will impact Zomet’s finance expenses and its outstanding debt after the commercial operation date. Until Zomet’s commercial operation date, the finance expenses have been capitalized.
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 bank.
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.
Furthermore, an increase in the interest rates could impact the discount rates for projects (operating, under construction and in development) and could also lead to a lack of economic feasibility of continued development and/or acquisition of projects and a slowdown in OPC’s growth processes, along with an existence of signs of impairment of value of assets and/or recording of impairment losses in the financial statements.
Furthermore, an increase in the interest rates could impact the discount rates for projects (operating, under construction and in development) and could also lead to a lack of economic feasibility of continued development and/or acquisition of projects and a slowdown in OPC’s growth processes, along with changes in the fair value of assets, particularly the existence of signs of impairment of value of assets and/or recording of impairment losses in the financial statements.
Shore December 2018 535 425 (4) Dec. 27, 2025 (Term Loan) Dec. 27, 2023 (Ancillary Facilities) (2) Fixed debt interest rate – 4.1% SOFR – 9.1% Weighted-average interest as at December 31, 2023: 5.4% Historic rolling 4 quarter debt service coverage ratio of 1:1. CPV is currently in compliance with this covenant.
Shore December 2018 535 436 (4) Dec. 27, 2025 (Term Loan) Dec. 27, 2023 (Ancillary Facilities) (2) Fixed debt interest rate – 4.1% SOFR – 9.1% Weighted-average interest as at December 31, 2024: 5.4% Historic rolling 4 quarter debt service coverage ratio of 1:1. CPV is currently in compliance with this covenant.
For further information on OPC’s financing arrangements, see Note 15 to our financial statements included in this annual report. OPC-Hadera Financing Agreement In July 2016, OPC-Hadera entered into a NIS 1 billion (approximately $323 million) senior facility agreement to finance the construction of OPC-Hadera’s power plant in Hadera.
For further information on OPC’s financing arrangements, see Note 15 to our financial statements included in this annual report. Hadera Financing Agreement In July 2016, Hadera entered into a NIS 1 billion (approximately $274 million) senior facility agreement to finance the construction of Hadera’s power plant in Hadera.
OPC’s principal needs for liquidity generally consist of capital expenditures related to the development and construction of generation projects (including OPC-Hadera, Tzomet and other projects OPC may pursue), capital expenditures relating to maintenance (e.g., maintenance and diesel inventory), working capital requirements (e.g., maintenance costs that extend the useful life of OPC’s plants) and other operating expenses.
OPC’s principal needs for liquidity generally consist of capital expenditures related to the construction and development of projects (including Hadera, Zomet and other projects OPC may pursue), capital expenditures relating to maintenance (e.g., maintenance and diesel inventory), working capital requirements (e.g., maintenance costs that extend the useful life of OPC’s plants) and other operating expenses.
During 2023, the CPV Group entered to several LC arrangements with banking institutions in an aggregate scope of approximately $95 million which are valid up to the second half of 2024. Such LCs were used mainly for collaterals to development projects and the Valley hedging transaction.
During 2024, the CPV Group entered to several LC arrangements with banking institutions in an aggregate scope of approximately $160 million which are valid up to the second half of 2024. Such LCs were used mainly for collaterals to development projects and the Valley hedging transaction.
In August 2023, the CPV Group entered into a hedging agreement by executing interest rate swap contracts with lenders for an initial aggregate amount of approximately $101.3 million and chose to apply cash flow hedge accounting rules. Letters of Credit (LCs) .
In August 2023, the CPV Group entered into a hedging agreement by executing interest rate swap contracts with lenders for an initial aggregate amount of approximately $101.3 million and chose to apply cash flow hedge accounting rules.
The Bonds D deed of trust includes customary terms similar to Bond B and Bond C deeds of trust described above except, mainly, in relation to the payment schedule, the annual interest (6.2%) and the financial covenant of minimum equity (NIS 2 billion) and the purpose of distribution (NIS 2.4 billion).
The Bonds D deed of trust includes customary terms similar to Bond B and Bond C deeds of trust described above except, mainly, in relation to the payment schedule, the annual interest (6.2%) and the financial covenant of minimum equity (NIS 2 billion ($548 million)) and the purpose of distribution (NIS 2.4 billion ($658 million)).
The tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum approximately RMB 1.9 billion (approximately $268 million), comprising the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $239 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 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.
Therefore, the structure of OPC’s activities in Israel includes a partial natural (intrinsic) hedge—despite the fact that an increase in the CPI increases OPC’s costs (including financing costs) and investments, the structure of the revenues reduces the exposure, such that OPC’s profits could be positively affected by an increase in the CPI.
Therefore, the structure of OPC’s activities in Israel includes a partial natural (intrinsic) hedge—despite the fact that an increase in the CPI increases OPC’s costs (including financing costs) and investments, the structure of the revenues should reduce the exposure, such that OPC’s profits could be positively affected by an increase in the CPI.
The price of imported liquefied natural gas affects the natural gas prices during the winter in New England and New York, which has a direct effect on the Towantic and Valley power plants. 185 Accordingly, electricity and natural gas prices are key factors in the profitability of CPV, as well as capacity prices in the operating areas of the power plants of CPV.
In addition, the price of imported liquefied natural gas affects the natural gas prices during the winter in New England and New York, which has a direct effect on the Towantic and Valley power plants. 141 Accordingly, electricity and natural gas prices are key factors in the profitability of the CPV Group, as well as capacity prices in the operating areas of the power plants of the CPV Group.
Other than loans from subsidiaries at the Kenon level, we have no outstanding indebtedness or financial obligations and are not party to any credit facilities or other committed sources of external financing. The following discussion sets forth the liquidity and capital resources of each of our businesses.
Other than loans from subsidiaries at the Kenon level, we have no outstanding indebtedness or financial obligations and are not party to any credit facilities or other committed sources of external financing. The following discussion sets forth the liquidity and capital resources of OPC.
In addition, monthly supplementary tenders are held for the unsold capacity in the seasonal tenders. The power plants are permitted to guarantee the capacity tariffs in the seasonal and monthly tenders or through bilateral sales. Below are the capacity prices set in the seasonal tenders held on the NYISO market.
In addition, monthly supplementary auctions are held for the unsold capacity in the seasonal auctions. The power plants are permitted to guarantee the capacity tariffs in the seasonal and monthly auctions or through bilateral sales. Below are the capacity prices set in the seasonal auctions held in the NYISO market.
In March 2024, we announced a dividend of approximately $200 million ($3.80 per share) relating to the year ending December 31, 2024 payable in April 2024. Share Repurchase Plan In March 2023, Kenon’s board of directors authorized a share repurchase plan of up to $50 million.
In 2024, we paid a dividend of approximately $200 million ($3.80 per share). In April 2025, we announced a dividend of approximately $250 million ($4.80 per share) relating to the year ending December 31, 2025 payable in April 2025. Share Repurchase Plan In March 2023, Kenon’s board of directors authorized the Repurchase Plan of up to $50 million.
Liquidity and Capital Resources Kenon’s Liquidity and Capital Resources As of December 31, 2023, Kenon had approximately $634 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.
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.
Towantic March 11, 2016 753 655 (2) June 30, 2025 Fixed debt interest rate – 5.1% SOFR – 8.7% Weighted-average interest as at December 31, 2023: 5.9% Similar to Fairview (see above) 181 Project Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2023 Maturity Date Annual interest Covenants Maryland August 8, 2014 450 350 (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, 2023: 7.0% Historical debt service coverage ratio of 1:1 during the last 4 quarters.
Towantic 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.
Kenon exercised rights for the purchase of approximately 8 million shares for total consideration of approximately NIS 206 million (approximately $64 million), which included its pro rata share and additional rights it purchased during the rights trading period plus the cost to purchase these additional rights. 174 In July 2022, OPC issued 9,443,800 ordinary shares of NIS0.01 par value per share to the public as part of the shelf offering.
Kenon exercised rights for the purchase of approximately 8 million shares for total consideration of approximately NIS 206 million (approximately $64 million), which included its pro rata share and additional rights it purchased during the rights trading period plus the cost to purchase these additional rights. 128 In July 2022, OPC issued 9,443,800 ordinary shares to the public as part of the shelf offering.
Gross issuance proceeds amounted to NIS 331 million (approximately $94 million). Kenon took part in the issuance and was issued 3,898,000 ordinary shares for a gross amount of NIS 136 million (approximately $39 million). In September 2022, OPC offered 12,500,000 ordinary shares of NIS 0.01 par value per share to qualified investors as part of private offering.
Gross issuance proceeds amounted to NIS 331 million (approximately $94 million). Kenon took part in the issuance and was issued 3,898,000 ordinary shares for a gross amount of NIS 136 million (approximately $39 million). In September 2022, OPC offered 12,500,000 ordinary shares to qualified investors as part of private offering.
Cash Flows Provided by the Financing Activities Net cash flows provided by financing activities of our consolidated businesses was approximately $324 million for the year ended December 31, 2023, compared to cash flows used in financing activities of approximately $494 million for the year ended December 31, 2022.
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.
As part of this trend, existing and potential investors, and other stakeholders, take into account ESG considerations relating to environmental, social and corporate governance aspects, as part of their investment and business policies, including in relation to the provision of credit.
As part of this trend, existing and potential investors, and also other stakeholders, take into account ESG considerations relating to environmental, social and corporate governance aspects, as part of their investment and business policies, including with respect to the provision of credit.
Generally, the capacity prices have declined from period to period as illustrated in the table below: Sub-zone CPV power plants (1) 2024/2025 2023/2024 (2) 2022/2023 2021/2022 PJM—RTO -- 28.92 34.13 50 140 PJM COMED Three Rivers 28.92 34.13 - - PJM MAAC Fairview, Maryland, Maple Hill 49.49 49.49 95.79 140 PJM EMAAC Shore 54.95 49.49 97.86 165.73 Source: PJM.
Generally, the capacity prices have declined from period to period as illustrated in the table below: Sub-zone CPV power plants (1) 2025/2026 2024/2025 2023/2024 2022/2023 PJM—RTO -- 269.92 28.92 34.13 50.00 PJM COMED Three Rivers 269.92 28.92 34.13 - PJM MAAC Fairview, Maryland, Maple Hill 269.92 49.49 49.49 95.79 PJM EMAAC Shore 269.92 54.95 49.49 97.86 Source: PJM.
Regulation Electricity and energy activities are regulated and supervised by the relevant regulators in each country. Various legislative and regulatory processes in the countries OPC operates have a significant impact on OPC’s operations and results.
Regulation Electricity and energy activities are regulated and supervised by the relevant regulators and affected by government policies. Various legislative and regulatory processes in the countries OPC operates have a significant impact on OPC’s operations and results.
For example, in Israel, OPC’s results are derived significantly from the generation component determined by the EA, and OPC’s activity in this field is affected by the provisions of the law relevant to this field, including the resolutions of the EA. The operations of the CPV Group in the electricity generation area in the U.S.
In Israel, OPC’s results are depend significantly on the generation component determined by the EA, and OPC’s activity in this field is affected by the provisions of the law relevant to this field, including the resolutions of the EA. The operations of the CPV Group in the electricity generation area in the U.S.
This trend may manifest itself in various ways, including subjecting investments and/or provision of credit to compliance with ESG standards, investors’ implementing a policy of refraining from advancing debt or making investments in OPC, especially in the capital market, due to its natural gas activity; increase in finance costs; difficulty in recruiting employees, and more.
This trend may manifest itself in various ways, including subjecting investments and/or provision of credit to compliance with ESG standards, investors’ implementing a policy of refraining from advancing debt or making investments in OPC due to its natural gas activity; an effect on finance costs; difficulty in recruiting employees, and more.
A number of variables impact the profitability of the natural gas-fired power plants of CPV Group, including the price of various fuels, the weather, load increases, and unit capacity, which cumulatively affect the gross margin and the profitability of CPV Group.
A number of variables impact the profitability of the Energy Transition power plants of the CPV Group, including the price of various fuels, the weather, load increases and unit capacity, which cumulatively affect the gross margin and the profitability of the CPV Group.
The $370 million financing agreement with Israeli banks . 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.
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.
At the end of the suspension period, OPC's board will reconsider the applicability of the dividend distribution policy.
OPC announced that at the end of the suspension period, OPC's board will reconsider the applicability of the dividend distribution policy.
Research and Development, Patents and Licenses, Etc. Not applicable. 184 D. Trend Information The following key trends contain forward-looking statements and should be read in conjunction with “ Special Note Regarding Forward-Looking Statements ” and “ Item 3.D Risk Factors .” For further information on the recent developments of Kenon and our businesses, see “ Item 5.
Trend Information The following key trends contain forward-looking statements and should be read in conjunction with “ Special Note Regarding Forward-Looking Statements ” and “ Item 3.D Risk Factors .” For further information on the recent developments of Kenon and our businesses, see “ Item 5.
Such report published on the TASE is not incorporated by reference herein. 170 Income Tax Expenses Our income tax expense for the year ended December 31, 2023 was $25 million, compared to $38 million for the year ended December 31, 2022.
Such report published on the TASE is not incorporated by reference herein. Income Tax Expense Our income tax expense for the year ended December 31, 2024 was $41 million, compared to $25 million for the year ended December 31, 2023.
Year Ended December 31, 2023 OPC Israel CPV ZIM Other (1) Consolidated Results (in millions of USD, unless otherwise indicated) Revenue 619 73 — — 692 Depreciation and amortization (66 ) (25 ) — — (91 ) Financing income 6 6 — 27 39 Financing expenses (48 ) (17 ) — (1 ) (66 ) Share in profit/(loss) of associated companies — 66 (266 ) — (200 ) Losses related to ZIM — — (1 ) — (1 ) Profit / (Loss) before taxes 49 17 (267 ) 15 (186 ) Income tax expense (14 ) (5 ) — (6 ) (25 ) Profit / (Loss) from continuing operations 35 12 (267 ) 9 (211 ) Segment assets (2) 1,673 1,103 — 629 3,405 Investments in associated companies — 703 — — 703 Segment liabilities 1,423 610 — 5 2,038 ________________________________ (1) Includes the results of Kenon’s, Qoros’ and IC Power’s holding company (including assets and liabilities) and general and administrative expenses.
(2) Excludes investments in associates. 121 Year Ended December 31, 2023 OPC Israel CPV ZIM Other (1) Consolidated Results (in millions of USD, unless otherwise indicated) Revenue 619 73 — — 692 Cost of sales (excluding depreciation and amortization) 453 41 — — 494 Depreciation and amortization (66 ) (25 ) — — (91 ) Financing income 6 6 — 27 39 Financing expenses (48 ) (17 ) — (1 ) (66 ) Share in profit of associated companies — 66 — — 66 Profit before taxes 49 17 — 15 81 Income tax expense (14 ) (5 ) — (6 ) (25 ) Profit from continuing operations 35 12 — 9 56 Loss from divestment of ZIM — — (267 ) — (267 ) Profit / (Loss) for the year 35 12 (267 ) 9 (211 ) Segment assets (2) 1,673 1,103 — 629 3,405 Investments in associated companies — 703 — — 703 Segment liabilities 1,423 610 — 5 2,038 (1) Includes the results of Kenon’s, Qoros’ and IC Power’s holding company (including assets and liabilities) and general and administrative expenses.
Israel As at March 21, 2024, OPC Israel entered into credit facilities with banks (which are used by all OPC group companies in Israel) for an aggregate amount of approximately $69 million, and other binding credit facilities for CPV Group for the purpose of providing guarantees (mainly letters of credit and bank guarantees) amounting to approximately $20 million, to finance the development activity of CPV Group.
Israel OPC Israel has entered into credit facilities with banks (which are used by all OPC group companies in Israel) for an aggregate amount of approximately $192 million, and other credit facilities for CPV Group for the purpose of providing guarantees (mainly letters of credit and bank guarantees) amounting to approximately $20 million, to finance the development activity of CPV Group.
OPC has debt (comprising its debentures and project financing) with an aggregate amount of approximately NIS 3.6 billion (approximately $993 million), which is subject to cross-default provisions.
OPC has debt (comprising its debentures, credit facilities and project financing) with an aggregate amount of approximately NIS 4.6 billion (approximately $1.3 billion), which is subject to cross-default provisions.
Most of the increase in the cash used in investing activities in the year ended December 31, 2023 stems from acquisition of the Kiryat Gat Power Plant, for a consideration of approximately $151 million, and the Mountain Wind project, for a consideration of approximately $172 million.
Most of the decrease in the cash used in investing activities in the year ended December 31, 2024 stems from the acquisition of the Gat Power Plant, for a consideration of approximately $151 million, and the Mountain Wind project, for a consideration of approximately $172 million in 2023, offset by the increase in investment in associates of $201 million in 2024.
Profit/(loss) For the Year As a result of the above, our loss for the year from continuing operations amounted to $211 million for the year ended December 31, 2023, compared to a profit for the year of $350 million for the year ended December 31, 2022. B.
Profit/(loss) For the Year from continuing operations As a result of the above, our profit for the year from continuing operations amounted to $52 million for the year ended December 31, 2024, compared to a profit for the year from continuing operations of $56 million for the year ended December 31, 2023. B.
(1) Represents NIS 652 million converted into USD at the exchange rate for NIS into USD of NIS 3.627 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. (2) Represents NIS 1,142 million converted into U.S. Dollars at the exchange rate for NIS into U.S.
(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.
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.
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.
Accordingly, NY-ISO, PJM and ISO-NE publish mandatory public tenders for determination of the capacity tariffs.
Accordingly, NYISO, PJM and ISO-NE publish mandatory public auctions for determination of the capacity tariffs.
Cash Flows Used in Investing Activities Net cash flows used in our investing activities increased to approximately $432 million for the year ended December 31, 2023, compared to cash flows used in investing activities of approximately $203 million for the year ended December 31, 2022.
Cash Flows Used in Investing Activities Net cash flows used in our investing activities decreased to approximately $365 million for the year ended December 31, 2024, compared to cash flows used in investing activities of approximately $432 million for the year ended December 31, 2023.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Cash and cash equivalents increased to approximately $697 million for the year ended December 31, 2023, as compared to approximately $535 million for the year ended December 31, 2022.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Cash and cash equivalents increased to approximately $1,016 million for the year ended December 31, 2024, as compared to approximately $697 million for the year ended December 31, 2023.
OPC Bonds (Series C) In September 2021, OPC issued a series of bonds at a par value of approximately NIS 851 million, with the proceeds of the issuance designated, among other things, for early repayment of OPC-Rotem’s financing (Series C). The bonds are listed on the TASE. The bonds are not CPI-linked and bear annual interest of 2.5%.
OPC Bonds (Series C) In September 2021, OPC issued a series of bonds at a par value of approximately NIS 851 million (approximately $266 million), with the proceeds of the issuance designated, among other things, for early repayment of Rotem’s financing (Series C). The bonds are listed on the TASE.
The financing arrangements of OPC’s group companies (including CPV) include restrictions on distributions by OPC’s investees. Dividends Paid by Kenon In 2021, we paid a dividend of approximately $189 million ($3.50 per share). In 2022, we distributed approximately $552 million to shareholders ($10.25 per share). 171 In 2023, we paid a dividend of approximately $150 million ($2.79 per share).
The financing arrangements of OPC’s group companies (including CPV) include restrictions on distributions by OPC’s investees. Dividends Paid by Kenon Set forth below is a summary of dividends paid by Kenon since 2022. In 2022, we distributed approximately $552 million to shareholders ($10.25 per share). In 2023, we paid a dividend of approximately $150 million ($2.79 per share).
Changes in the CPI may affect OPC in other aspects as well. During 2023, the Israeli Consumer Price Index increased by approximately 3.3% and the US Consumer Price Index increased by approximately 3.1%.
Changes in the CPI may affect OPC in other aspects as well. 118 During 2024, the Israeli Consumer Price Index increased by approximately 3.4% and the US Consumer Price Index increased by approximately 2.7%.
Selling, General and Administrative Expenses Our selling, general and administrative expenses consist of payroll and related expenses, depreciation and amortization, and other expenses. Our selling, general and administrative expenses (excluding depreciation and amortization) decreased to $85 million for the year ended December 31, 2023, as compared to $100 million for the year ended December 31, 2022.
Selling, General and Administrative Expenses Our selling, general and administrative expenses consist of payroll and related expenses, depreciation and amortization, and other expenses. Our selling, general and administrative expenses (excluding depreciation and amortization) increased to $97 million for the year ended December 31, 2024, as compared to $86 million for the year ended December 31, 2023.
Keenan II August 2021 120 104 (6) December 31, 2030 Fixed debt interest rate – 2.0% SOFR – 6.5% Weighted-average interest as at December 31, 2023: 3.0% Distributions are subject to the project company’s compliance with several terms and conditions, including compliance with a minimum debt service coverage ratio of 1.15 during the 4 quarters that preceded the distribution, and that no grounds for repayment or breach event exist (as defined in the financing agreement) Three Rivers August 21, 2020 875 750 (7) June 30, 2028 (2) Fixed debt interest rate – 4.6% SOFR – 9.1% Weighted-average interest as at December 31, 2023: 5.3% Similar to Fairview (see above) 182 Project Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2023 Maturity Date Annual interest Covenants Mountain Wind April 6, 2023 92 75 (8) April 6, 2028 Fixed debt interest rate – 4.9% SOFR – 7.0% Weighted-average interest as at December 31, 2023: 5.4% Distributions aresubject to the project company’s compliance with several terms and conditions, including compliance with a minimum debt service coverage ratio of 1.20 during the preceding 12-month period that preceded the distribution, and that no grounds for repayment or breach event exist (as defined in the financing agreement).
Valley June 12, 2015 as amended in June 2023 470 378 (5) Extended to May 31, 2026 SOFR – 10.8% Weighted-average interest as at December 31, 2024: 10.8% Distributions are subject to the project company meeting conditions, including compliance with a minimum debt service coverage ratio of 1.2 during the 4 quarters that preceded the distribution, compliance with reserve requirements (pursuant to the terms of the financing agreement), compliance with requirements for receipt of a certain permit, compliance with the debt balances target defined in the agreement, and that no ground for repayment or default event exists (as defined in the financing agreement). 136 Project Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2024 Maturity Date Annual interest Covenants Keenan II August 2021 120 81 (6) December 31, 2030 Fixed debt interest rate – 2.0% SOFR – 6.5% Weighted-average interest as at December 31, 2024: 3.0% Distributions are subject to the project company’s compliance with several terms and conditions, including compliance with a minimum debt service coverage ratio of 1.15 during the 4 quarters that preceded the distribution, and that no grounds for repayment or breach event exist (as defined in the financing agreement) Three Rivers August 21, 2020 875 706 (7) June 30, 2028 (2) Fixed debt interest rate – 4.6% SOFR – 9.1% Weighted-average interest as at December 31, 2024: 5.3% Similar to Fairview (see above) Mountain Wind April 6, 2023 92 68 (8) April 6, 2028 Fixed debt interest rate – 4.9% SOFR – 7.0% Weighted-average interest as at December 31, 2024: 5.4% Distributions are subject to the project company’s compliance with several terms and conditions, including compliance with a minimum debt service coverage ratio of 1.20 during the preceding 12-month period that preceded the distribution, and that no grounds for repayment or breach event exist (as defined in the financing agreement).
The Spark Spread is calculated based on the following formula: Spark Spread ($/MWh) = price of the electricity ($/MWh) +/-Power Basis ($MWh) – [the gas price ($/MMBtu) x Heat Rate (MMBtu/MWh)] Set forth below are the average Spark Spread for each of the main markets in the power plants of the CPV Group are operating (the prices are denominated in dollars per megawatt/hour)*: For the Year Ended Power Plant December 31 (Region) 2023 2022 Change Shore 19.95 26.17 (24 )% Maryland 14.15 14.10 – Valley 20.72 37.96 (45 )% Towantic 17.71 26.09 (32 )% Fairview 20.22 33.48 (40 )% Three Rivers – – – * Based on electricity prices as shown in the above table, with a discount for the thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio of 6.5 MMBtu/MWh for Three Rivers, Towantic and Fairview.
The Spark Spread is calculated based on the following formula: Spark Spread ($/MWh) = price of the electricity ($/MWh) +/-Power Basis ($MWh) – [the gas price ($/MMBtu) x Heat Rate (MMBtu/MWh)] Set forth below are the average Spark Spread for each of the main markets in which the power plants of the CPV Group are operating (the prices are denominated in dollars per megawatt/hour)*: For the Year Ended December 31 Power Plant 2024 2023 Change Shore 19.55 19.95 (2 )% Maryland 16.51 14.15 17 % Valley 24.19 20.72 17 % Towantic 21.78 17.71 23 % Fairview 19.62 20.22 (3 )% Three Rivers 11.77 – 0 % * Based on electricity prices as shown in the above table, with a discount for the thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio of 6.5 MMBtu/MWh for Three Rivers, Towantic and Fairview.
(2) The net energy margin is the energy margin (Spark Spread) plus/minus Power Basis less carbon tax and other variable costs. The market prices of the net hedged energy are based on future contracts for electricity and natural gas.
The actual hedge rate could ultimately be different. (**) The net energy margin is the energy margin (Spark Spread) plus/minus Power Basis less carbon tax (RGGI) and other variable costs. The market prices of energy margin are based on future contracts for electricity and natural gas.
The miniperm financing is repaid based on a combination of (i) predetermined amounts per project in accordance with set quarter end repayment dates, and (ii) result-based metrics, which result in partial or full application of free cash flow to term loan repayment on such quarter-end dates (cash sweeps), which in the aggregate, result in partial repayment during the loan term, with a balance payable or refinanced upon final repayment date. 180 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.
The miniperm financing is repaid based on a combination of (i) predetermined amounts per project in accordance with set quarter end repayment dates, and (ii) result-based metrics, which result in partial or full application of free cash flow to term loan repayment on such quarter-end dates (cash sweeps), which in the aggregate, result in partial repayment during the loan term, with a balance payable or refinanced upon final repayment date.
New variable credit facilities and refinancings of future debt bearing variable interest of the CPV Group project companies will have SOFR as their benchmark interest rate (with United States prime rate as an alternative, in a manner that corresponds to the existing credit facilities of the CPV Group project companies).The table below sets forth summaries of the key commercial terms of the senior credit facilities associated with each CPV project financing.
New variable rate credit facilities and refinancings of future debt bearing variable interest of the CPV Group project companies will have SOFR as their benchmark interest rate (with United States prime rate as an alternative, in a manner that corresponds to the existing credit facilities of the CPV Group project companies).
Electricity margin in the operating markets of the CPV Group (Spark Spread with Power Basis) Electricity margins for the CPV Group’s Energy Transition business line is highly correlated with the Spark Spread, which is calculated as the difference between: 1) price of the electricity in the region plus or minus any Power Basis, and the result of 2) the price of the natural gas (used for generation of the electricity) in the relevant area (zone) applied to thermal conversion ratio (“Heat Rate”).
In the beginning of 2025, in general, the trend of natural gas prices rising has continued, as a result of continued relatively cold weather and high levels of withdrawals from the natural gas inventories in the U.S. 111 Electricity margin in the operating markets of the CPV Group (Spark Spread with Power Basis) Electricity margins for the CPV Group’s Energy Transition business line is highly correlated with the Spark Spread, which is calculated as the difference between: 1) price of the electricity in the region plus or minus any Power Basis, and the result of 2) the price of the natural gas (used for generation of the electricity) in the relevant area (zone) applied to thermal conversion ratio (“Heat Rate”).
We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements: • allocation of acquisition costs; • long-term investment (Qoros); • Recoverable amount of cash-generating unit that includes goodwill; and • Recoverable amount of cash-generating unit of investment in equity-accounted companies (ZIM).
Actual results may differ from these estimates under different assumptions or conditions. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements: • allocation of acquisition costs; • long-term investment (Qoros); and • Recoverable amount of cash-generating unit that includes goodwill.
In addition, there are supplementary monthly and annual tenders for the balance of the capacity not sold in the forward tenders. The power plants are permitted to guarantee the capacity payments in the forward tenders, the supplementary tenders or through bilateral sales.
In addition, there are supplementary monthly and annual auctions for the balance of the capacity not sold in the forward auctions. The Towantic power plant is located in the Mass Hub sub-market. The power plants are permitted to guarantee the capacity payments in the forward auctions, the supplementary auctions or through bilateral sales.
See “ Item 4.B—Information on the Company—Business Overview. ” The cash resources on Kenon’s balance sheet may not be sufficient to fund additional investments that we deem appropriate in our businesses.
We may, in furtherance of the development of our businesses, make further investments, via debt or equity financings, in our businesses and we may make investments in new businesses. See “ Item 4.B—Information on the Company—Business Overview. ” The cash resources on Kenon’s balance sheet may not be sufficient to fund additional investments that we deem appropriate in our businesses.
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). 183 The financing agreement contains conditions for drawing, including minimum equity, meeting certain ratios and other conditions.
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).
See, “ Item 3D Risk Factors—Risks Related to OPC’s Israel Operations—The War may affect OPC Operations in Israel. ” United States The energy sector in the United States is affected by global and domestic trends.
See, “ Item 3D Risk Factors—Risks Related to OPC’s Israel Operations—The War may affect OPC Operations in Israel ” and “ —Material Factors Affecting Results of Operations—OPC—Macroeconomic, security and geopolitical conditions in the countries of operation and their regions—Israel .” United States The energy sector in the United States is affected by global and domestic trends.
(including using renewable energy and natural gas) are subject to the provisions of the US law, to compliance with the terms and conditions of the licenses granted to CPV’s projects and power plants, to obtaining approvals, and to local, state and federal regulatory arrangements (including in connection with the holding, acquisition and/or transfer of rights in OPC and/or in the CPV Group).
(including using renewable energy and natural gas) are subject to the provisions of the U.S. law, to compliance with the terms and conditions of the licenses granted to CPV’s projects and power plants, to obtaining approvals, and to local, state and federal regulatory arrangements.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4.B Business Overview — Our Businesses—OPC’s Description of Operations—Regulatory, Environmental and Compliance Matters—Israel—OPC-Rotem’s Regulatory Framework .” Israel—Projects under Development and Construction Power plants / energy generation facilities Status Location Sorek 2 Under construction On the premises of the Sorek B seawater desalination facility Energy generation facilities on the consumers’ premises Various stages of development/construction(3) On consumers’ premises across Israel Hadera 2 Preliminary development Hadera, adjacent to the Hadera power plant The Ramat Beka Solar Project Preliminary development Neot Hovav Local Industrial Council 62 United States The following table sets forth summary operational information regarding OPC’s United States operations (active projects), through its 70% ownership of CPV: Active Plants in Commercial Operation Plant Location CPV Ownership Interest Field/ technology Installed Capacity (MW) Year of commercial operation Conventional Energy Projects Fairview Pennsylvania 25% Conventional gas-fired, combined cycle 1,050 2019 Towantic Connecticut 26% Conventional gas-fired (dual fuel / two fuels), combined cycle 805 2018 Maryland Maryland 25% Conventional gas-fired, combined cycle 745 2017 Shore New Jersey 37.53% Conventional gas-fired, combined cycle 725 2016 Valley New York 50% Conventional gas-fired, dual-fuel, combined cycle 720 2018 Three Rivers Illinois 10% (1) Natural gas, combined cycle 1,258 2023 Renewable Energy Projects Keenan II Oklahoma 100% (2) Wind 152 2010 Mountain Wind (3) Maine 100% Wind 82 Various between 2008 and 2017 CPV Maple Hill Solar LLC (“Maple Hill”) Pennsylvania 100% (subject to the tax equity partner’s share) (4) Solar 126 MWdc Second half of 2023 __________________________________________ (1) Three Rivers power plant commenced its operations in July 2023 (CPV holds a 10% interest in the power plant).
Biggest changeIn addition, delays in the completion of the projects, which are not justified in accordance with the relevant agreements, may impact the cost of the project and may cause an increase in costs and/or constitute failure to comply with undertakings to third parties and lead to the instigation of proceedings and/or the demand of remedies. 37 United States The following table sets forth summary information regarding OPC’s United States operations (plants in commercial operation), through its 70.5% ownership of CPV Group (data is presented based on the rates of holdings of the CPV Group in the projects (renewable energy – 67.7%, and natural gas projects with carbon capture potential at rate of 70% or 100% pursuant the rights in each project): Plants in Commercial Operation Plant Location CPV Ownership Interest Field/ technology Installed Capacity (MW) Year of commercial operation Energy Transition Projects – Natural Gas Fired CPV Fairview, LLC (“Fairview”) Pennsylvania 25% Conventional gas-fired, combined cycle 1,050 2019 CPV Towantic, LLC (“Towantic”) Connecticut 26% Conventional gas-fired (dual fuel / two fuels), combined cycle 805 2018 CPV Maryland, LLC (“Maryland”) Maryland 75% (1) Conventional gas-fired, combined cycle 745 2017 CPV Shore Holdings, LLC (“Shore”) New Jersey 68.8% (1)(2) Conventional gas-fired, combined cycle 725 2016 CPV Valley Holdings, LLC (“Valley”) New York 50% Conventional gas-fired, dual-fuel, combined cycle 720 2018 CPV Three Rivers LLC (“Three Rivers”) Illinois 10% Natural gas, combined cycle 1,258 2023 Renewable Energy Projects (held by CPV Renewables) (3) CPV Keenan II Renewable Energy Company, LLC (“Keenan II”) Oklahoma 66.7% (4) Wind 152 2010 CPV Mountain Wind Holdings, LLC (“Mountain Wind”) Maine 66.7% (5) Wind 82 (in aggregate) Various between 2008 and 2017 CPV Maple Hill Solar LLC (“Maple Hill”) Pennsylvania 66.7% (subject to the tax equity partner’s share) (6) Solar 126 MWdc Second half of 2023 CPV Stagecoach Solar, LLC (“Stagecoach”) Georgia 66.7% (subject to the tax equity partner’s share) (7) Solar 102 MWdc First half of 2024 (1) In October 2024, CPV Group completed the acquisition of an additional 25% interest in Maryland and entered into agreements for the acquisition of an additional 31% interest in Shore and additional 25% in Maryland were signed These acquisitions were completed in the fourth quarter of 2024, as a result of which as of December 31, 2024, CPV Group held approximately 68.8% in Shore and approximately 75% in Maryland.
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 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 supplier provides 127,200 MMBtu per day of firm natural gas delivery at an agreed price during a period ending March 31, 2033, with an option to extend by up to three five-year additional periods.
The supplier provides 127,200 MMBtu per day of firm natural gas delivery at an agreed price during a period ending March 31, 2033, with an option to extend by up to three additional five-year periods.
CPV Mountain Wind is party to the following agreements: • Maintenance : a master services agreement for the management and maintenance of the four wind facilities (Beaver Ridge, Canton Mountain, Saddleback Ridge, Spruce Mountain) entered into by Mountain Wind. Staff is shared between the four projects.
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.
The shareholders’ agreement regarding OPC Israel includes customary terms and conditions, including, inter alia provisions regarding shareholder meetings, rights to appoint directors (such that OPC, as the controlling shareholder, has the right to appoint the majority of directors), shareholder rights in case of share allocation.
The shareholders’ agreement regarding OPC Israel includes customary terms and conditions, including, inter alia provisions regarding shareholder meetings, rights to appoint directors (such that OPC, as the controlling shareholder, has the right to appoint the majority of directors), and shareholder rights in case of share allocation.
Noga is a government company, whose operations commenced in November 2021, and is in charge of the management of the electricity system in the generation and transmission segments, including constant balancing out between the supply of electricity and the demand for planning of the transmission system, including, among other things, drawing up a development plan for the transmission and generation segments.
Noga is a government company, whose operations commenced in November 2021, and is in charge of the management of the electricity system in the generation and transmission segments, including constant balancing out between the supply of electricity and the demand for electricity, planning of the transmission system, including, among other things, drawing up a development plan for the transmission and generation segments.
For further information on the risks associated with the indexation of the EA’s generation tariff and its potential impact on OPC-Rotem’s business, financial condition and results of operations, see “ Item 3.D Risk Factors—Risks Related to OPC’s Israel Operations—OPC’s profitability depends on the EA’s electricity rates and tariff structure. ” In November 2017, OPC-Rotem applied to the EA to obtain a supply license for the sale of electricity to customers in Israel.
For further information on the risks associated with the indexation of the EA’s generation tariff and its potential impact on Rotem’s business, financial condition and results of operations, see “ Item 3.D Risk Factors—Risks Related to OPC’s Israel Operations—OPC’s profitability depends on the EA’s electricity rates and tariff structure. ” In November 2017, Rotem applied to the EA to obtain a supply license for the sale of electricity to customers in Israel.
The purchaser is permitted, with proper notice, to extend the agreement for another five-year period, and to acquire an option to purchase the project at the end of the agreement period or renewal period at its fair market value, as defined in the agreement and pursuant to the terms and conditions stipulated therein. 90 • O&M Agreemen t: an agreement for the operation and maintenance of the wind farm which commenced in February 2016.
The purchaser is permitted, with proper notice, to extend the agreement for another five-year period, and to acquire an option to purchase the project at the end of the agreement period or renewal period at its fair market value, as defined in the agreement and pursuant to the terms and conditions stipulated therein. • O&M Agreemen t: an agreement for the operation and maintenance of the wind farm which commenced in February 2016.
According to the appendix attached to the regulations—the planned capacity for 2024 for gas-fired power generation units is 16,700 MW; (ii) after the allocation, the person will hold generation licenses or connection commitment for more than one power plant using pumped storage technology; (iii) after the allocation, the person will hold generation licenses or connection commitment for wind-powered power plants where the total capacity exceeds 60% of the planned capacity for this type of power plant, which, according to the appendix, is 730 MW for 2024.
According to the appendix attached to the regulations—the planned capacity for 2024 for gas-fired power generation units is 16,700 MW; (ii) after the allocation, the person will hold generation licenses or connection commitment for more than one power plant using pumped storage technology; and (iii) after the allocation, the person will hold generation licenses or connection commitment for wind-powered power plants where the total capacity exceeds 60% of the planned capacity for this type of power plant, which, according to the appendix, is 730 MW for 2024.
OPC objectives include (i) increasing its electricity generation capacity in Israel and the United States and expanding OPC’s customer base and types of customers; (ii) initiating, developing and constructing projects with energy generation facilities using renewable technologies and energy storage facilities that are adapted, among other things, to the needs of customers and the market and (iii) developing further it ESG strategy.
OPC’s objectives include (i) increasing its electricity generation capacity in Israel and the United States and expanding OPC’s customer base and types of customers; (ii) initiating, developing and constructing projects with energy generation facilities using renewable technologies and energy storage facilities that are adapted, among other things, to the needs of customers and the market and (iii) developing further it ESG strategy.
In consideration for its investment in the project corporation, the tax equity partner is expected to receive most of the project’s tax benefits, including Investment Tax Credit (ITC) at a higher rate of 40% (in accordance with the IRA), and participation in the distributable free cash flow from the project (at single digit rates and on a gradual basis as set out in the investment agreement).
In consideration for its investment in the project corporation, the tax equity partner is expected to receive most of the project’s tax benefits, including ITC at a higher rate of 40% (in accordance with the IRA), and participation in the distributable free cash flow from the project (at single digit rates and on a gradual basis as set out in the investment agreement).
CPV Retail Energy utilizes a standard electricity supply agreement that allows customers to select whether standard cost components, such as energy or ancillary services, are fixed at a price or passed through at cost to the customer. Description of CPV operations CPV projects predominantly sell capacity and electricity in the PJM, NYISO and ISO-NE wholesale markets.
CPV Retail Energy utilizes a standard electricity supply agreement that allows customers to select whether standard cost components, such as energy or ancillary services, are fixed at a price or passed through at cost to the customer. 57 Description of CPV operations CPV projects predominantly sell capacity and electricity in the PJM, NYISO and ISO-NE wholesale markets.
The exit barriers include: (i) attractive conditions in the energy sector; (ii) identifying a purchaser with sufficient equity; (iii) receipt of the regulatory approvals required in connection with change in ownership. Research and development activities are conducted in the U.S. energy sector on an ongoing basis with the aim of identifying alternative and more efficient energy generation technologies.
The exit barriers include: (i) attractive conditions in the energy sector; (ii) identifying a purchaser with sufficient equity; (iii) receipt of the regulatory approvals required in connection with change in ownership. 65 Research and development activities are conducted in the U.S. energy sector on an ongoing basis with the aim of identifying alternative and more efficient energy generation technologies.
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 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, 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 connection with above, OPC-Hadera must meet certain conditions before it will be subject to the regulatory framework for cogeneration IPPs and be considered a “Cogeneration Production Unit.” For example, OPC-Hadera will have to obtain a certain efficiency rate which will depend, in large part, upon the steam consumption of OPC-Hadera’s consumers.
In connection with above, Hadera must meet certain conditions before it will be subject to the regulatory framework for cogeneration IPPs and be considered a “Cogeneration Production Unit.” For example, Hadera will have to obtain a certain efficiency rate which will depend, in large part, upon the steam consumption of Hadera’s consumers.
According to the agreement, OPC-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 IEC or (ii) carve out energy and capacity for direct sales to private consumers.
Three Rivers entered into a Contract for Sale and Purchase of Natural Gas (GSPA) on December 15, 2022. The GSPA requires the supplier to provide gas supply of up to 200,000 MMBtu/day at a price indexed to market. The agreement had an initial term until January 31, 2023.
Three Rivers entered into a Contract for Sale and Purchase of Natural Gas (the “GSPA”) on December 15, 2022. The GSPA requires the supplier to provide gas supply of up to 200,000 MMBtu/day at a price indexed to market. The agreement had an initial term until January 31, 2023.
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 in 2023, 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 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.
If it is ruled that Kiryat Gat is not entitled to a discount, it will be required to pay the difference in the payment amounts for previous periods in respect of maintenance and operation services provided to the power plant, and increase the payment amounts under the agreement going forward, i.e., without applying the discount.
If it is ruled that Gat is not entitled to a discount, it will be required to pay the difference in the payment amounts for previous periods in respect of maintenance and operation services provided to the power plant, and increase the payment amounts under the agreement going forward, i.e., without applying the discount.
The general partner of the Partnership, an entity wholly-owned by OPC, manages the ownership of CPV, with certain material actions (or actions which may involve a conflict of interest between the general partner and the limited partners) requiring approval of a majority or special majority (according to the specific action) of the institutional investors which are limited partners.
The general partner of the Partnership, an entity wholly-owned by OPC, manages the ownership of CPV Group, with certain material actions (or actions which may involve a conflict of interest between the general partner and the limited partners) requiring approval of a majority or special majority (according to the specific action) of the institutional investors which are limited partners.
As part of the agreement, Siemens undertook to provide all operation and maintenance services to the Kiryat Gat Power Plant, at an estimated total cost of approximately NIS 207 million (approximately $57 million), which is paid over the term of the agreement, in accordance with a formula set in the agreement.
As part of the agreement, Siemens undertook to provide all operation and maintenance services to the Gat Power Plant, at an estimated total cost of approximately NIS 207 million (approximately $57 million), which is paid over the term of the agreement, in accordance with a formula set in the agreement.
Sale of energy to end users: OPC-Rotem is allowed to inform the IEC, subject to the provision of advanced notice, that it is releasing itself in whole or in part from the allocation of capacity to the IEC, and extract (in whole or in part) the capacity allocated to the IEC, in order to sell electricity to private customers pursuant to the Electricity Sector Law.
Sale of energy to end users: Rotem is allowed to inform the IEC, subject to the provision of advanced notice, that it is releasing itself in whole or in part from the allocation of capacity to the IEC, and extract (in whole or in part) the capacity allocated to the IEC, in order to sell electricity to private customers pursuant to the Electricity Sector Law.
Moreover, upon entering a PPA between OPC-Rotem and an individual consumer, OPC-Rotem becomes the sole electricity provider for this customer, and the IEC is required to supply power to this customer when OPC-Rotem is unable to do so, in exchange for a payment by OPC-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 a payment by Rotem according to the tariffs set by the EA for this purpose.
According to the Electricity Sector Law, the IEC, as an essential service provider, is committed to purchasing electricity from IPPs at the rates and under the conditions set in the Electricity Sector Law and the regulations and standards promulgated thereunder (and, in relation to OPC-Rotem, by virtue of the tender and OPC-Rotem’s PPA with the IEC).
According to the Electricity Sector Law, the IEC, as an essential service provider, is committed to purchasing electricity from IPPs at the rates and under the conditions set in the Electricity Sector Law and the regulations and standards promulgated thereunder (and, in relation to Rotem, by virtue of the tender and Rotem’s PPA with the IEC).
Most of the consideration is financed through a financing agreement entered into by Maryland. Shore Shore is party to the following agreements: • Gas Supply : an agreement for supply of natural gas . Pursuant to the agreement, the gas supplier supplies 120,000 MMBtu of gas per day at a price linked to the market price.
Most of the consideration is financed through a financing agreement entered into by Maryland. 59 Shore Shore is party to the following agreements: • Gas Supply : an agreement for supply of natural gas . Pursuant to the agreement, the gas supplier supplies 120,000 MMBtu of gas per day at a price linked to the market price.
On February 19, 2023, the EA published a proposed resolution to apply criteria to OPC-Rotem as part of a move that was designed to unify the regulations that apply to OPC-Rotem and all other bilateral producers, including the application of the market model to OPC-Rotem.
On February 19, 2023, the EA published a proposed resolution to apply criteria to Rotem as part of a move that was designed to unify the regulations that apply to Rotem and all other bilateral producers, including the application of the market model to Rotem.
As part of the New Rotem Maintenance Agreement, Mitsubishi provides to OPC-Rotem an undertaking to maintain a certain level of availability of the components relevant to the power plant and other parameters related to the performance of the relevant components in the power plant (including an undertaking regarding emissions).
As part of the New Rotem Maintenance Agreement, Mitsubishi provides to Rotem an undertaking to maintain a certain level of availability of the components relevant to the power plant and other parameters related to the performance of the relevant components in the power plant (including an undertaking regarding emissions).
In circumstances where OPC-Hadera no longer satisfies such conditions and therefore no longer qualifies as a “Cogeneration Production Unit,” other rate arrangements, are applied to it, which are inferior to the rate arrangements applicable to cogeneration producers.
In circumstances where Hadera no longer satisfies such conditions and therefore no longer qualifies as a “Cogeneration Production Unit,” other rate arrangements, are applied to it, which are inferior to the rate arrangements applicable to cogeneration producers.
Within this framework, OPC: • Operates within a hybrid model that efficiently utilizes natural gas and renewable energies in order to secure optimal and reliable supply of electricity, while promoting a green and clean energy future.
Within this framework, OPC: • operates within a hybrid model that utilizes natural gas and renewable energies in order to secure optimal and reliable supply of electricity, while promoting a green and clean energy future.
An agreement with a third party for the sale of 48% of the total generated electricity, where the electricity price calculation is performed based on financial netting between the parties for 10 years from the commercial date of operation.
An agreement with a third party for the sale of 48% of the total generated electricity, where the electricity price calculation is based on financial netting between the parties for 10 years from the commercial date of operation.
The term of Kiryat 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 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 OPC-Rotem collective agreement ended on March 31, 2023, and a revised collective agreement was signed in respect of OPC-Rotem’s employees for a period of four years until March 31, 2027.
The term of the Rotem collective agreement ended on March 31, 2023, and a revised collective agreement was signed in respect of Rotem’s employees for a period of four years until March 31, 2027.
In February 2018, the EA responded that OPC-Rotem needs a supply license to continue selling electricity to customers and that the license will not change the terms of the PPA between OPC-Rotem and the IEC.
In February 2018, the EA responded that Rotem needs a supply license to continue selling electricity to customers and that the license will not change the terms of the PPA between Rotem and the IEC.
The amount of collateral provided in connection with development projects (including pre-construction) which were provided due to various needs and purposes in the execution stages may increase or decrease pursuant to the terms of applicable agreements in connection with certain milestones being reached for the development projects. 108 The transition in the United States to renewable energy and low-carbon emission generation has been accelerating in recent years.
The amount of collateral provided in connection with development projects (including pre-construction) which were provided due to various needs and purposes in the execution stages may increase or decrease pursuant to the terms of applicable agreements in connection with certain milestones being reached for the development projects. 83 The transition in the United States to renewable energy and low-carbon emission generation has been accelerating in recent years.
In addition, the shareholders’ agreement grants Veridis veto rights in connection with certain material decisions regarding OPC Israel, including: (i) changing the incorporation papers so as to adversely affect or change Veridis’ rights and obligations; (ii) liquidation; (iii) extraordinary transactions (as the term is defined by the Israeli Companies Law -1999) with related parties, with the exception of the exceptions set forth; (iv) entry into new substantial projects that are not included in OPC Israel’s area of activity; (v) restructuring or a merger as a result of which OPC Israel is not the surviving company, subject to the exception set forth in the case of a drag-along sale; (vi) appointing an independent auditor to OPC Israel or a material subsidiary thereof that is not one of the “Big Five” CPA firms; and (vii) approval of a transaction or project in which the planned investment amount is highly material, in accordance with criteria set forth, and subject to exceptions.
The shareholders’ agreement grants Veridis veto rights in connection with certain material decisions regarding OPC Israel, including: (i) changing the incorporation documents so as to adversely affect or change Veridis’ rights and obligations; (ii) liquidation; (iii) extraordinary transactions (as the term is defined by the Israeli Companies Law -1999) with related parties, with the exception of the exceptions set forth therein; (iv) entry into new substantial projects that are not included in OPC Israel’s area of activity; (v) a restructuring or a merger as a result of which OPC Israel is not the surviving company, subject to an exception in the case of a drag-along sale; (vi) appointing an independent auditor to OPC Israel or a material subsidiary thereof that is not one of the “Big Five” CPA firms; and (vii) approval of a transaction or project, in the agreement in which the planned investment amount is highly material, in accordance with criteria set forth, and subject to exceptions.
The term of the New Rotem Maintenance Agreement is 12 years from the end of the term of the existing OPC-Rotem maintenance agreement, or the completion of the required maintenance work, and no later than 20 years from the end of the term of the existing OPC-Rotem maintenance agreement.
The term of the New Rotem Maintenance Agreement is 12 years from the end of the term of the existing Rotem maintenance agreement, or the completion of the required maintenance work, and no later than 20 years from the end of the term of the existing Rotem maintenance agreement.
To secure Sorek 2’s commitments under the Sorek B IPP agreement, OPC provided IDE with a guarantee that will remain valid throughout the term of the agreement.
To secure Sorek 2’s commitments under the Sorek 2’s IPP agreement, OPC provided IDE with a guarantee that will remain valid throughout the term of the agreement.
In addition, CPV Group is working to obtain a short term revolving financing facility for part of the remainder of the project cost. Customary collateral with a value of about $17 million is expected to be provided for purposes of the agreement covering connection to the network (grid) and the PPA as well as additional development expenses in the project.
In addition, CPV Group is working to obtain a short term revolving financing facility for part of the remainder of the project cost. Customary collateral with a value of approximately $17 million is expected to be provided for purposes of the agreement covering connection to the network (grid) and the PPA as well as additional development expenses in the project.
The limited partners of the Partnership are: OPC (70% interest; directly or through a subsidiary), Clal Insurance Group (12.75% interest), Migdal Insurance Group (12.75% interest) and a company from the Hapoalim Capital Markets Group (4.5% interest) (together, the “Financial Investors”). The percentages above do not include participation rights in the profits allocated to the CPV managers.
The limited partners of the Partnership are: OPC (70.5% interest; directly or through a subsidiary), Clal Insurance Group (12.75% interest), Migdal Insurance Group (12.75% interest) and a company from the Hapoalim Capital Markets Group (4.5% interest) (together, the “Financial Investors”). The percentages above do not reflect participation rights in the profits allocated to the CPV managers.
Twenty-three states (including Maryland, New York, New Jersey, Connecticut and Illinois, states in which the CPV Group operates), the District of Columbia and Puerto Rico have adopted mandatory generation targets using renewable energy to support state demand, and others have policy targets aimed at reducing CO 2 emissions over time.
Twenty-four states (including Maryland, New York, New Jersey, Connecticut and Illinois, states in which the CPV Group operates), the District of Columbia and Puerto Rico have adopted mandatory generation targets using renewable energy to support state demand, and others have policy targets aimed at reducing CO 2 emissions over time.
The New Rotem Maintenance Agreement is expected to replace OPC-Rotem’s existing maintenance agreement with Mitsubishi Heavy Industries Ltd. which is expected to expire in October 2025.
The New Rotem Maintenance Agreement is expected to replace Rotem’s existing maintenance agreement with Mitsubishi Heavy Industries Ltd. which is expected to expire in October 2025.
The agreement includes a standard guarantee provided by CPV, and an undertaking to indemnify the tax equity partner in connection with certain matters.
The agreement includes a guarantee provided by CPV, and an undertaking to indemnify the tax equity partner in connection with certain matters.
The parties commenced an arbitration proceeding which is ongoing and there is no certainty that the decision would be favorable for Kiryat Gat.
The parties commenced an arbitration proceeding which is ongoing and there is no certainty that the decision would be favorable for Gat.
CPV Group’s share in such Energy Transition Projects is 70% for the projects in Texas, West Virginia, Michigan. In January 2024, the CPV Group acquired 100% of the equity interests in Project Oregon for approximately $2 million (with potentially up to $14 million of additional consideration payable upon the occurrence of financial closing).
CPV Group’s share in such Energy Transition projects is 70% for the projects in Texas, West Virginia, Michigan. In January 2024, the CPV Group acquired 100% of the equity interests in the Oregon project in Ohio for approximately $2 million (with potentially up to $14 million of additional consideration payable upon financial closing).
This PPA will be assigned by the IEC to the System Operator. OPC-Rotem’s framework differs from the general regulatory framework for IPPs, as set by the PUAE and described above. According to the IEC PPA, OPC-Rotem may sell electricity in one or more of the following ways: 1.
This PPA will be assigned by the IEC to the System Operator. Rotem’s framework differs from the general regulatory framework for IPPs, as set by the PUAE and described above. According to Rotem’s PPA with the IEC, Rotem may sell electricity in one or more of the following ways: 1.
Like the Investment Tax Credits (the “ITC”) and PTC for renewable energy, the carbon capture PTC can be increased if the project meets relevant wage and apprenticeship requirements. The maximum credit for sequestered carbon dioxide is $85/metric ton and the maximum credit for EOR and other beneficial re-use is $60/metric ton.
Like the Investment Tax Credits (the “ITC”) and Production Tax Credits (“PTC”) for renewable energy, the carbon capture PTC can be increased if the project meets relevant wage and apprenticeship requirements. The maximum credit for sequestered carbon dioxide is $85/metric ton and the maximum credit for EOR and other beneficial re-use is $60/metric ton.
The agreement includes additional provisions and arrangements customary in agreements for the purchase of natural gas, including with regard to maintenance, gas quality, force majeure, limitation of liability, early termination provisions under certain cases subject to conditions, assignments and a dispute resolution mechanism.
The agreement included additional provisions and arrangements customary in agreements for the purchase of natural gas, including with regard to maintenance, gas quality, force majeure, limitation of liability, early termination provisions under certain cases subject to conditions, assignments and a dispute resolution mechanism.
In February 2023, the EA published a proposed resolution for the application of criteria and complementary arrangements to OPC-Rotem.
In February 2023, the EA published a proposed resolution for the application of criteria and complementary arrangements to Rotem.
During the past decade there has been a significant decrease in the less efficient, less flexible coal fired generation, mainly due to introduction of carbon capture power plants but coal still constitutes more than 17% of the total electricity generation in the United States.
During the past decade there has been a significant decrease in the less efficient, less flexible coal fired generation, mainly due to introduction of carbon capture power plants but coal still constitutes more than 16% of the total electricity generation in the United States.
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 MMBtus 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. • 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.
In connection with the project, Sorek 2 also entered into the equipment supply agreement (which was subsequently assigned to the construction contractor) for the supply of the gas turbine and related equipment (the “Equipment Supply Agreement”), and a maintenance agreement with General Electric (GE) group.
In connection with the project, Sorek 2 also entered into the equipment supply agreement (which was subsequently assigned to the construction contractor) for the supply of the gas turbine and related equipment (the “Equipment Supply Agreement”), and a maintenance agreement with General Electric (“GE”) group.
In June 2023, CPV Group entered into an EPC agreement with a construction contractor in respect of the construction of Backbone Project. In accordance with the agreement, the contractor is required to plan, purchase, install, build, test, and operate the solar project in full, on a turnkey basis.
In June 2023, Backbone entered into an EPC agreement with a construction contractor in respect of the construction of Backbone Project. In accordance with the agreement, the contractor is required to plan, purchase, install, build, test, and operate the solar project in full, on a turnkey basis.
The Kiryat Gat Power Plant is powered solely by natural gas. 72 Tariff arrangement Kiryat Gat Power Plant’s revenues from sale of energy are linked to the generation component; therefore, its profitability is affected by changes in the generation component (revenues from provision of capacity are linked to the CPI).
The Gat Power Plant is powered solely by natural gas. Tariff arrangement The Gat Power Plant’s revenues from sale of energy are linked to the generation component; therefore, its profitability is affected by changes in the generation component (revenues from provision of capacity are linked to the CPI).
Maryland signed an Engineering, Procurement and Construction Agreement dated October 31, 2022, for the construction of a Black Start facility in the event of grid power outages around the Maryland’s site which is expected to commence operation during 2024. Total contract cost is approximately $30 million to be paid in accordance with a progress payment schedule incorporated into the agreement.
Maryland signed an Engineering, Procurement and Construction Agreement dated October 31, 2022, for the construction of a Black Start facility in the event of grid power outages around the Maryland’s site which commenced operation during 2024. The total contract cost is approximately $30 million to be paid in accordance with a progress payment schedule incorporated into the agreement.
In addition, when the IEC requests to dispatch OPC-Rotem, the IEC shall pay a variable payment based on the cost of fuel and the efficiency of the station. This payment will cover the variable cost deriving from the operation of the OPC-Rotem Power station and the generation of electricity.
In addition, when the IEC requests to dispatch Rotem, the IEC shall pay a variable payment based on the cost of fuel and the efficiency of the station. This payment will cover the variable cost deriving from the operation of the Rotem Power station and the generation of electricity. 2.
(3) The actual generation percentage is the electricity produced by the power plants relative to the maximum amount of generation capacity during the period and is affected by ordinary course maintenance activities at the power plants which are scheduled at fixed intervals.
(2) The actual generation percentage is the electricity produced by the power plants relative to the maximum amount of generation capacity during the period and is affected by ordinary course maintenance activities at the power plants, which are scheduled at fixed intervals.
The agreement provides for sale to a global utility company of 100% of the project’s SRECs, as well as a hedge covering the entire electricity price of the quantity that shall be produced and sold to the utility company, at a fixed price, for a period of 20 years from the date of commercial operation of the project • Agreement to sell renewable solar energy credit s.
The agreement provides for sale to a global utility company of 100% of the project’s SRECs, as well as a hedge covering the entire electricity price of the quantity that shall be produced and sold to the utility company, at a fixed price, for a period of 20 years from the date of commercial operation of the project • Agreement to sell renewable solar energy credits .
CPV-related OPC Partnership Agreement In October 2020, OPC signed a partnership agreement with three institutional investors in connection with the formation of OPC Power (the “Partnership”) and acquisition of CPV by the Partnership. OPC is the general partner and owns 70% of the Partnership interests.
OPC Power In October 2020, OPC signed a partnership agreement with three institutional investors in connection with the formation of OPC Power (the “Partnership”) and acquisition of CPV by the Partnership. OPC is the general partner and owns 70.5% of the Partnership interests.
These options are exercisable after 10 years from the date of the CPV acquisition and to the extent that up to such time the Partnership rights are not traded on a recognized stock exchange.
These options are exercisable after 10 years from the date of the CPV acquisition and to the extent that up to such time the Partnership interests are not traded on a recognized stock exchange.
Since the electricity price in the agreements between OPC-Rotem, OPC-Hadera and Kiryat Gat (and of the generation facilities) and their customers is impacted directly by the generation component (such that a decline in the generation component would generally decrease the profitability and vice versa) and the generation component is the linkage base for the natural gas price in accordance with the gas supply agreements of OPC in Israel (subject to a minimum price), OPC is exposed to changes in the generation component, including, among other things, changes in the generation costs and the energy acquisition costs of the IEC, including the price of coal and the IEC’s gas cost.
Since the electricity price in the agreements between Rotem, Hadera and Gat (and of the generation facilities) and their customers is impacted directly by the generation component (such that a decline in the generation component would generally lower the profitability and vice versa) and the weighted generation component is the linkage base for the natural gas price in accordance with the gas supply agreements of OPC in Israel (subject to a minimum price), OPC is exposed to changes in the generation component, including, among other things, changes in the generation costs and the energy acquisition costs of the IEC, including the price of coal and the IEC’s gas cost.
The base credit amount is $17/metric ton of carbon dioxide that is captured and sequestered and $12/metric ton of carbon dioxide that is injected for enhanced oil recovery (EOR) or utilized in another production process.
The base credit amount is $17/metric ton of carbon dioxide that is captured and sequestered and $12/metric ton of carbon dioxide that is injected for enhanced oil recovery (“EOR”) or utilized in another production process.
Maple Hill Maple Hill is party to the following agreements: Tax Equity Partner . In May 2023, CPV entered into an investment agreement with a tax equity partner for approximately NIS 280 million (approximately $78 million) in the Maple Hill project.
Maple Hill Maple Hill is party to the following agreements: • Tax Equity Partner . In May 2023, CPV entered into an investment agreement with a tax equity partner for approximately $78 million in the Maple Hill project.
Therefore, as opposed to OPC-Rotem and OPC-Hadera, which enter into PPAs to sell power to private customers, Tzomet sells all of its energy and capacity from its facilities to Noga (acting as a peaker plant) in accordance with the power purchase agreement based on an approved Tzomet tariff.
Therefore, as opposed to Rotem and Hadera, which enter into PPAs to sell power to private customers, Zomet sells all of its energy and capacity from its facilities to Noga (acting as a peaker plant) in accordance with the power purchase agreement based on an approved Zomet tariff.
The remaining gas quantities that will be required for the operation of the generation facility are expected to be purchased through gas purchase agreements into which OPC has entered and/or will enter.
The remaining gas quantities which will be required for the operation of the generation facility are expected to be purchased through gas purchase agreements into which OPC entered and/or will enter.
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 (graduated and based on the 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 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 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, 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, 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.
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 .
Ramat Beka Solar Project In May 2023, an OPC subsidiary won a tender of the ILA to develop renewable energy electricity generation facilities using photovoltaic technology with an option to acquire lease rights for land in Israel for construction in three areas in Neot Hovav Industrial Local Council, with a total area of approximately 2,270 hectares.
Ramat Beka Solar Project In May 2023, an OPC subsidiary won a tender of the ILA to develop renewable energy electricity generation facilities using photovoltaic technology in combination with storage with an option to acquire lease rights for land in Israel for construction in three areas in Neot Hovav Industrial Local Council, with a total area of approximately 2,270 dunams.
OPC-Rotem may, subject to 12-months’ advance notice, re-include the excluded capacity (in whole or in part) as capacity sold to the IEC. OPC-Rotem informed the IEC, as required by the IEC PPA, of the exclusion of the entire capacity of its power plant, in order to sell such capacity to private customers.
Rotem may, subject to 12-months’ advance notice, re-include the excluded capacity (in whole or in part) as capacity sold to the IEC. Rotem informed the IEC, as required by Rotem’s PPA with the IEC, of the exclusion of the entire capacity of its power plant, in order to sell such capacity to private customers.
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. • EPC .
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.
OPC-Rotem is currently negotiating with its employees the engagement in a revised collective agreement to come into force immediately upon the end of the term of the said agreement.
Rotem is currently negotiating with its employees the engagement in a revised collective agreement to come into force immediately upon the end of the term of the agreement.
Since July 2013, the entire capacity of OPC-Rotem has been allocated to private customers. The IEC PPA includes a transmission and backup appendix, which requires the IEC to provide transmission and backup services to OPC-Rotem and its customers, for private transactions between OPC-Rotem and its customers, and the tariffs payable by OPC-Rotem to the IEC for these services.
Since July 2013, the entire capacity of Rotem has been allocated to private customers. Rotem’s PPA with the IEC includes a transmission and backup appendix, which requires the IEC to provide transmission and backup services to Rotem and its customers, for private transactions between Rotem and its customers, and the tariffs payable by Rotem to the IEC for these services.
Based on the agreement, Three Rivers will bear the costs of all the facilities. • The second agreement is an additional interconnection agreement with an interstate pipeline company for transmission of natural gas. As part of the agreement, the counterparty is responsible for the design and construction to connect to the existing pipeline.
Based on the agreement, Three Rivers bears the costs of all of the facilities. • The second agreement is an additional interconnection agreement with an interstate pipeline company for transmission of natural gas. As part of the agreement, the counterparty is responsible for the design and construction to connect to the existing pipeline.
The agreement is effective through October 31, 2024. • Gas Transmission : two agreements with interstate pipeline companies for the use of 2 different pipeline systems, one of which was operational since 2015 and the second of which became operational in late 2021.
The agreement is effective through October 31, 2026. • Gas Transmission : two agreements with interstate pipeline companies for the use of two different pipeline systems, one of which was operational since 2015 and the second of which became operational in late 2021.
Capacity and Energy to the IEC: according to the IEC PPA, OPC-Rotem is obligated to allocate its full capacity to the IEC. In return, the IEC shall pay OPC-Rotem a monthly payment for each available MW, net, that was available to the IEC.
Capacity and Energy to the IEC: according to Rotem’s PPA with the IEC, Rotem is obligated to allocate its full capacity to the IEC. In return, the IEC shall pay Rotem a monthly payment for each available MW, net, that was available to the IEC.
The construction of the project, similarly to the project in Texas, is subject, among other things, to the completion of various development processes (including, among others, environmental, technological, and land development-related), licensing procedures, financing and receipt of the required relevant approvals, as well as the approval by OPC and CPV management bodies.
The construction of the projects, similar to the project in Texas, is subject, among other things, to the completion of various development processes (including environmental, technological, and land development-related processes), licensing procedures, financing and receipt of the required relevant approvals, as well as the approval by OPC and CPV management bodies.
Active projects Fairview Fairview is party to the following agreements. • Gas Supply: a base contract for purchase and transmission of natural gas which provides for supply of natural gas at a quantity of up to 180,000 MMBtu per day at a price that is linked to market prices set forth in the agreement.
Plants in Operation Fairview Fairview is party to the following agreements. • Gas Supply: a base contract for purchase and transmission of natural gas which provides for supply of natural gas at a quantity of up to 180,000 MMBtu per day at a price that is linked to market prices set forth in the agreement.
The “planned capacity” of gas-fired power plants for 2024 in accordance with the regulations (16,700 MW) includes gas-fired generation facilities without distinguishing between an essential service provider (the IEC), independent power producers and the relevant types of arrangements, as opposed to the “planned installed capacity” stated in the Sector Consulting Principles published by the Competition Commissioner (10,500 MW, and it does not include the capacity owned by the IEC), which preceded the regulations. 115 OPC-Rotem’s Regulatory Framework OPC-Rotem operates according to a tender issued by the state of Israel in 2001 and, in accordance therewith, OPC-Rotem signed a PPA with the IEC in 2009 (the “IEC PPA”), which stipulates OPC’s regulatory framework.
The “planned capacity” of gas-fired power plants for 2024 in accordance with the regulations (16,700 MW) includes gas-fired generation facilities without distinguishing between an essential service provider (the IEC), independent power producers and the relevant types of arrangements, as opposed to the “planned installed capacity” stated in the Sector Consulting Principles published by the Competition Commissioner (10,500 MW, and it does not include the capacity owned by the IEC), which preceded the regulations. 88 Rotem’s Regulatory Framework Rotem operates according to a tender issued by the state of Israel in 2001 and, in accordance therewith, Rotem signed a PPA with the IEC in November 2009 (“Rotem’s PPA with the IEC”), which stipulates OPC’s regulatory framework.
Tzomet’s Regulatory Framework The Tzomet power plant is constructed pursuant to Regulation 914 and is subject to the conditions and limitations thereunder, see “ —Regulatory Framework for Conventional IPPs. ” In September 2019, Tzomet received the results of an interconnection study performed by the System Operator.
Zomet’s Regulatory Framework The Zomet power plant is constructed pursuant to Regulation 914 and is subject to the conditions and limitations thereunder, see “ —Regulatory Framework for Conventional IPPs. ” In September 2019, Zomet received the results of an interconnection study performed by the System Operator.
For example, OPC entered into a number of agreements for generation of electricity at the consumers’ premises, which allow OPC to build storage facilities as well as in the Ramat Beka Solar Project.
For example, OPC entered into a number of agreements for generation of electricity , which allow OPC to build storage facilities as well as in the Ramat Beka Solar Project.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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. 213 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.
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.
This summary does not purport to be a complete description of the U.S. federal income tax consequences of the ownership and disposition of our ordinary shares, nor does it address the application of estate, gift or other non-income U.S. federal tax considerations or any state, local or foreign tax considerations.
This summary does not purport to be a complete description of the U.S. federal income tax consequences of the ownership and disposition of our ordinary shares, nor does it address the application of U.S. federal estate, gift or other non-income tax considerations or any state, local or foreign tax considerations.
Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of ordinary shares. The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely.
Holder that makes a QEF Election will generally recognize capital gain or loss on the sale or other taxable disposition of ordinary shares. The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely.
Partnerships holding our ordinary shares and its partners should consult their tax advisors regarding an investment in our ordinary shares. 210 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 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.
Holders should consult their tax advisors regarding our PFIC status and the U.S. federal income tax consequences of owning and disposing of our ordinary shares if we are, or become, classified as a PFIC, including the possibility of making a QEF Election, Mark-to-Market Election or deemed sale election. 212 The PFIC rules are complex, and each U.S.
Holders should consult their tax advisors regarding our PFIC status and the U.S. federal income tax consequences of owning and disposing of our ordinary shares if we are, or become, classified as a PFIC, including the possibility of making a QEF Election, Mark-to-Market Election or deemed sale election. The PFIC rules are complex, and each 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 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.
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.
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.
Holders; • persons that are subject to alternative minimum taxes; • insurance companies; • cooperatives; 209 • pension plans; • regulated investment companies; • real estate investment trusts; • tax-exempt entities; • banks and other financial institutions; • 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 will 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 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.
Whether we are, or will be, classified as a PFIC, however, is a factual determination made annually that will depend, in part, upon composition of our income and assets in that year.
Whether we are, or will be, classified as a PFIC, however, is a factual determination made annually that will depend, in part, upon the composition of our income and assets in that year.
This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder and on judicial and administrative interpretations of the Code and the Treasury regulations, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect and that could affect the tax considerations described below.
This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and judicial and administrative interpretations of the Code and the Treasury regulations, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect and that could affect the tax considerations described below.
As discussed below under “ —Passive Foreign Investment Company ,” however, although we believe that we were not a PFIC for the taxable year ended December 31, 2023, 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, 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.
The United States does not currently have a comprehensive income tax treaty with Singapore. However, the ordinary shares should be considered to be readily tradable on established securities markets in the United States if they are listed on the NYSE.
The United States does not currently have a comprehensive income tax treaty with Singapore. However, the ordinary shares should be considered to be readily tradable on established securities markets in the United States because they are listed on the NYSE.
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.
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.
Moreover, this summary does not address all the tax considerations that may be relevant to holders of our ordinary shares in light of its particular circumstances, including any alternative minimum tax, the Medicare tax on certain investment income and special rules that apply to certain holders such as (but not limited to): • persons that are not U.S.
Moreover, this summary does not address all the tax considerations that may be relevant to holders of our ordinary shares in light of their particular circumstances, including any alternative minimum tax considerations and the Medicare tax on certain investment income, or to holders that are subject to special rules such as (but not limited to): • persons that are not U.S.
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.
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.
Additionally, depending upon the composition of our income and assets and the market price of our ordinary shares during 2024 and subsequent taxable years, we could again be classified as a PFIC for the taxable year ending December 31, 2024 and foreseeable future taxable years.
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.
Although we believe that we were not a PFIC for the taxable year ended 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, 2024 or December 31, 2023, we were likely treated as a PFIC for the taxable year ended December 31, 2022.
Holder should consult its own tax advisor regarding the PFIC rules (including the applicability and advisability of a QEF Election and Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax consequences of the ownership, and disposition of our ordinary shares.
Holder should consult its tax advisor regarding the PFIC rules (including the applicability and advisability of a QEF Election and Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax consequences of the ownership, and disposition of our ordinary shares. If we are classified as a PFIC, the U.S. federal income tax consequences to a U.S.
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. 215 Where an instrument of transfer is executed outside Singapore or no instrument of transfer is executed, no stamp duty is payable on the acquisition of our ordinary shares.
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.
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, 2023.
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.
Holder on a subsequent conversion or other disposition of the foreign currency will be foreign currency gain or loss, which is treated as ordinary income or loss and U.S. source income or loss for foreign tax credit purposes. 211 Passive Foreign Investment Company In general, a non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes, for any taxable year if either (i) 75% or more of its gross income for such year is passive income or (ii) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.
Passive Foreign Investment Company In general, a non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes, for any taxable year if either (i) 75% or more of its gross income for such year is passive income or (ii) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.
Holder holds our ordinary shares, the holder will generally be subject to the PFIC rules with respect to (i) any excess distribution that made to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S.
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.
Dividends paid on our ordinary shares should qualify for the reduced rate if we are treated as a “qualified foreign corporation.” For this purpose, a qualified foreign corporation means any foreign corporation provided that: (i) the corporation was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a PFIC (as discussed below), (ii) certain holding period requirements are met and (iii) either (A) the corporation is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules or (B) the stock with respect to which such dividend was paid is readily tradable on an established securities market in the United States.
Holders will generally qualify for a reduced maximum tax rate, provided that: (i) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC (as discussed below), (ii) certain holding period requirements are met and (iii) either (A) we were eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules or (B) our ordinary shares are readily tradable on an established securities market in the United States.
Such gain or loss will generally be long-term capital gain (taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of sale or disposition, the U.S. Holder’s holding period in such ordinary shares exceeds one year. The deductibility of capital losses is subject to significant 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. 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.
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.
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.
Each U.S. Holder should consult its tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election. Foreign Financial Asset Reporting A U.S. Holder may be required to report information relating to an interest in our ordinary shares, generally by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with the U.S. Holder’s federal income tax return.
Foreign Financial Asset Reporting A U.S. Holder may be required to report information relating to an interest in our ordinary shares, generally by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with the U.S. Holder’s federal income tax return. A U.S. Holder may also be subject to significant penalties if the U.S.
Holders should expect that aggregate amount of distributions will generally be treated as dividends for U.S. federal income tax purposes. 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. Distributions treated as dividends that are received by individuals 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. 165 Dividend distributions made by us that are received by individual and other non-corporate U.S.
A U.S. Holder may also be subject to significant penalties if the U.S. 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 ownership and disposition of our ordinary shares. 214 THE SUMMARY OF U.S.
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 makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return. A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the securities cease to be “marketable stock” or the IRS consents to revocation of such election.
A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the securities cease to be “marketable stock” or the IRS consents to a revocation of such election. Each U.S. Holder should consult its tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.
If we are classified as a PFIC, the U.S. federal income tax consequences to a 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 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.
However, stamp duty may be payable if the instrument of transfer is executed outside Singapore and is received in Singapore. The stamp duty is borne by the purchaser unless there is an agreement to the contrary.
Where an instrument of transfer is executed outside Singapore or no instrument of transfer is executed, no stamp duty is payable on the acquisition of our ordinary shares. However, stamp duty may be payable if the instrument of transfer is executed outside Singapore and is received in Singapore.
FEDERAL INCOME TAX CONSIDERATIONS SET OUT ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. 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. AND OTHER TAX CONSEQUENCES OF OWNING AND DISPOSING OF OUR ORDINARY SHARES.
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.
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 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.
This site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this registration statement.
The information on that website is not part of this registration statement.
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.
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.
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations set forth below. HOLDERS AND PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO ITS PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S.
Dollar; and • individuals who receive our ordinary shares upon the exercise of compensatory options or otherwise as compensation. No assurance can be given that the Internal Revenue Services (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax considerations set forth below.
Removed
Dollar; and • individuals who receive our ordinary shares upon the exercise of compensatory options or otherwise as compensation. Moreover, no advance rulings have been or will be sought from the U.S.
Added
Holders should expect that aggregate amount of distributions will generally be treated as dividends for U.S. federal income tax purposes.
Removed
Internal Revenue Service, or IRS, regarding any matter discussed in this annual report, and counsel to Kenon has not rendered any opinion with respect to any of the U.S. federal income tax considerations relating to the transactions addressed herein.
Added
Holder on a subsequent conversion or other disposition of the foreign currency will be foreign currency gain or loss, which is treated as ordinary income or loss and U.S. source income or loss for foreign tax credit purposes.
Removed
Holders from “qualified foreign corporations” generally qualify for a reduced maximum tax rate so long as certain holding period and other requirements are met.
Added
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.
Removed
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.
Added
Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return.
Removed
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. If we are classified as a PFIC for any taxable year during which a Non-Electing U.S.
Added
The stamp duty is borne by the purchaser unless there is an agreement to the contrary.
Removed
The 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.

Item 6. [Reserved]

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

26 edited+6 added−11 removed40 unchanged
Biggest changeAppointment effective from August 30, 2023 187 Our Constitution provides that, unless otherwise determined by a general meeting, the minimum number of directors is five and the maximum number is 12. Senior Management Name Age Position Robert L. Rosen 51 Chief Executive Officer & Director Deepa Joseph 48 Chief Financial Officer Biographies Directors Antoine Bonnier. Mr.
Biggest changeRosen 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.
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.
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.
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. Arunava Sen. Mr.
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.
Ducau graduated from ESCP Europe Business School (Paris, Oxford, Berlin) and holds a Master of Science in business administration and a Diplom Kaufmann. 188 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.
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.
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. Cyril Pierre-Jean Ducau. Mr.
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.
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.
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.
Our audit committee operates under a written charter that satisfies the applicable standards of each of the SEC and 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.
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.
For the year ended December 31, 2023, 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 and Share Option Plan 2014, see “ Item 6.E Share Ownership .” C.
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.
Prior to serving as Kenon’s Co-CEO, Mr. 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.
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.
Prior to joining Ansonia, Ms. 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).
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).
Cohen is a Managing Director at Quantum Pacific (UK) LLP, a board member of ZIM 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.
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.
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: Name Age Function Original Appointment Date Current Term Begins Current Term Expires Antoine Bonnier 40 Board Member 2016 2023 2024 Laurence N.
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.
Charney and Robert L. Rosen. Our ESG committee operates under a written charter. 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.
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.
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. 192 The members of our ESG committee are Arunava Sen, Cyril Pierre-Jean Ducau, Laurence N.
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.
Scott Fine 67 Audit Committee Member, Compensation Committee Chairman, Board Member 2014 2023 2024 Bill Foo 66 Board Member, Nominating and Corporate Governance Committee Member 2017 2023 2024 Aviad Kaufman 53 Compensation Committee Member, Board Member, Nominating and Corporate Governance Committee Member 2015 2023 2024 Robert L.
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.
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 shall not, in the aggregate, exceed 3% of the total issued shares (excluding treasury shares) of Kenon.
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.
Employees As of December 31, 2023, we and our consolidated subsidiaries employed 325 individuals, respectively, as follows: Company December 31, 2023 OPC (1) 319 Kenon 6 Total 325 ________________________________________ (1) This table includes CPV’s employees. OPC As of December 31, 2023, OPC employed 319 employees (including 150 CPV employees).
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).
Charney 76 Chairman of the Audit Committee, Compensation Committee Member, Board Member, ESG Committee Member 2014 2023 2024 Barak Cohen 42 Board Member 2018 2023 2024 Cyril Pierre-Jean Ducau 45 Chairman of the Board, Nominating and Corporate Governance Committee Chairman, ESG Committee Member 2014 2023 2024 N.
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.
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. 191 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.
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.
The Share Incentive Plan 2014 and the Share Option Plan 2014 provide grants of Kenon’s shares, and stock options in respect of Kenon’s shares, respectively, to management and directors of Kenon, or to officers of Kenon’s subsidiaries or associated companies, pursuant to awards, which may be granted by Kenon from time to time.
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.
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.
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.
The nominating and corporate governance committee also considers recommendations for director candidates submitted by our shareholders.
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.
Tan holds a degree in Business Administration from the National University of Singapore and a Diploma in Shipping from the Norad Fellowship in Oslo, Norway. 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.
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.
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.
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. 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.
Kenon granted awards of shares to directors and certain members of its management under the Share Incentive Plan 2014 in 2023, with a value of $229 thousand. 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.
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).
Share Ownership Interests of our Directors and our Employees Kenon has established the Share Incentive Plan 2014 and the Share Option Plan 2014 for its directors and management.
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.
Removed
Rosen 1 51 Board Member and CEO 2023 2023 2024 Arunava Sen 63 Board Member, Audit Committee Member, ESG Committee Chairman 2017 2023 2024 Tan Beng Tee 2 66 Board Member 2023 2023 2024 __________ 1. Appointment effective from July 19, 2023 2.
Added
Rosen 52 Chief Executive Officer & Director Deepa Joseph 49 Chief Financial Officer Biographies Directors Antoine Bonnier. Mr.
Removed
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. 189 Tan Beng Tee. Ms. Tan is the Executive Director of the Singapore Maritime Foundation.
Added
Ownership of a significant amount of our shares, by itself, does not constitute a material relationship.
Removed
She started her career in the public service and spent the next 40 years with the statutory boards under the Ministry of Trade and Industry (Trade Development Board and International Enterprise Singapore) and the Ministry of Transport (Maritime and Port Authority of Singapore). From 2012 to 2020, Ms. Tan was the Assistant Chief Executive (Development) of MPA.
Added
The members of our ESG committee are Arunava Sen, Cyril Pierre-Jean Ducau, Laurence N. Charney and Robert L. Rosen.
Removed
She remains at MPA as Senior Advisor. Prior to joining MPA in 2004, Ms. Tan was Director at the International Enterprise Singapore (now merged into Enterprise Singapore). For her service in developing Singapore as an International Maritime Centre, Ms. Tan received the Public Administration Medal (Silver) in 1997, (Silver)(Bar) in 2012, and (Gold) in 2020. From the industry, Ms.
Added
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.
Removed
Tan received a Lifetime Achievement Award from Lloyd's List in 2008, and Seatrade in 2018. Ms. Tan serves on the boards of the Singapore Chamber of Maritime Arbitration and the National University of Singapore’s Centre for Maritime Studies.
Added
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.
Removed
She also serves on the committees of the Nanyang Technological University’s College of Civil and Environmental Engineering, the Singapore Maritime Academy at Singapore Polytechnic, Singapore War Risk Mutual and on the Marine Insurance Committee of the General Insurance Association. Ms.
Added
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
Removed
Ownership of a significant amount of our shares, by itself, does not constitute a material relationship. 190 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.
Removed
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.
Removed
For further information on OPC’s employees, see “ Item 4.B Business Overview—Our Businesses—OPC—OPC’s Description of Operations—Employees .” ZIM As of December 31, 2023, ZIM employed 6,460 employees worldwide (including contract workers), including 860 employees based in Israel. A significant number of ZIM’s Israeli employees are unionized and ZIM is party to numerous collective agreements with respect to its employees.
Removed
For further information on the risks related to ZIM’s unionized employees, see “ Item 3.D Risk Factors—Risks Related to the Industries in which Our Businesses Operate—Our businesses may be adversely affected by work stoppages, union negotiations, labor disputes and other matters associated with our labor force .” E.
Removed
Kenon expects any such arrangements to be on customary terms and within customary limits (in terms of dilution). 193

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

10 edited+8 added−6 removed4 unchanged
Biggest changeAccording to the Schedule 13-G, the 3,475,486 ordinary shares consists of (i) 3,325,657 ordinary shares by provident and pension funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned, indirect subsidiary of Altshuler-Shaham Ltd., (ii) 143,829 ordinary shares held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., also a majority-owned subsidiary of Altshuler-Shaham Ltd, and (iii) 6,000 ordinary shares held by hedge funds managed by Altshuler Shaham Owl, Limited Partnership, an affiliate of Altshuler-Shaham Ltd.
Biggest changeAccording to the Schedule 13G, the 2,647,519 ordinary shares consists of (i) 344,650 ordinary shares beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd., a wholly-owned subsidiary of Yelin Lapidot Holdings and (ii) 2,302,869 ordinary shares beneficially owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd., a wholly-owned subsidiary of Yelin Lapidot Holdings.
These shares, however, are not included in the computation of the percentage ownership of any other person. We are not aware of any arrangement that may, at a subsequent date, result in a change of our control. B. Related Party Transactions Kenon Pursuant to its charter, the audit committee must review and approve all related party transactions.
These shares, however, are not included in the computation of the percentage ownership of any other person. We are not aware of any arrangement that may, at a subsequent date, result in a change of our control. 150 B. Related Party Transactions Kenon Pursuant to its charter, the audit committee must review and approve all related party transactions.
Significant Changes For information on any significant changes that may have occurred since the date of our annual financial statements, see “ Item 5. Operating and Financial Review and Prospects—Recent Developments .”
Significant Changes For information on any significant changes that may have occurred since the date of our annual financial statements, see “ Item 4.B.—Our Businesses—Qoros, ” “ Item 5. Operating and Financial Review and Prospects—Recent Developments. ”
Major Shareholders The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 26, 2024, by each person or entity beneficially owning 5% or more of our ordinary shares, based upon the 52,776,671 ordinary shares outstanding as of such date, which represents our entire issued and outstanding share capital as of such date.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2025, by each person or entity beneficially owning 5% or more of our ordinary shares, based upon the 52,150,242 ordinary shares outstanding as of such date, which represents our entire issued and outstanding share capital as of such date.
(3) Owns less than 1% of Kenon’s ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
(5) Own less than 1% of Kenon’s ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
As of March 22, 2024, 52,775,030 of our shares (99.99%) were held by one holder of record in the United States, Cede & Co., as nominee for the Depository Trust Company, which indirectly holds our shares traded on the NYSE and the TASE.
As of March 31, 2025, 52,148,903 of our shares (99.99%) were held by one holder of record in the United States, Cede & Co., as nominee for the Depository Trust Company, which indirectly holds our shares traded on the NYSE and the TASE.
The information set out below is based on public filings with the SEC as of March 26, 2024.
The information set out below is based on public filings with the SEC as of March 31, 2025.
Financial Statements .” For information on our legal proceedings, see “ Item 4.B Business Overview ” and Note 20 to our financial statements included in this annual report. For information on our dividend policy, see “ Item 10.B Constitution .” B.
Consolidated Statements and Other Financial Information For information on the financial statements filed as a part of this annual report, see “ Item 18. Financial Statements .” For information on our legal proceedings, see “ Item 4.B Business Overview ” and Note 20 to our financial statements included in this annual report.
A discretionary trust, in which Mr. Idan Ofer is the beneficiary, indirectly holds 100% of Ansonia Holdings Singapore B.V. (2) Based solely on the Schedule 13-G/A filed by Gilad Altshuler with the SEC on February 12, 2024.
(4) 2,658,773 5.0 % Directors and Senior Management (Executive Officers) — * (5) (1) Based solely on the Schedule 13-D/A (Amendment No. 5) filed by Ansonia Holdings Singapore B.V. with the SEC on July 7, 2021. A discretionary trust, in which Mr. Idan Ofer is the beneficiary, indirectly holds 100% of Ansonia Holdings Singapore B.V.
We are party to related party transactions with certain of our affiliates. Set forth below is a summary of these transactions.
We are party to related party transactions with certain of our affiliates. Set forth below is a summary of these transactions. For further information, see Note 28 to our financial statements included in this annual report. C. Interests of Experts and Counsel Not applicable. ITEM 8. Financial Information A.
Removed
Beneficial Owner Ordinary Shares Owned Percentage of Ordinary Shares Ansonia Holdings Singapore B.V. (1) 32,497,569 61.6 % Gilad Altshuler (2) 3,475,486 6.6 % Directors and Senior Management (Executive Officers) — * (3) ______________________________________ (1) Based solely on the Schedule 13-D/A (Amendment No. 5) filed by Ansonia Holdings Singapore B.V. with the SEC on July 7, 2021.
Added
Beneficial Owner Ordinary Shares Owned Percentage of Ordinary Shares Ansonia Holdings Singapore B.V. (1) 32,497,569 61.6 % Harel Insurance Investments & Financial Services Ltd (2) 2,716,996 5.1 % Yelin Lapidot Holdings Management Ltd. (3) 2,647,519 5.06 % Clal Insurance Enterprises Holdings Ltd.
Removed
For further information, see Note 27 to our financial statements included in this annual report. 194 OPC Sales of Electricity and Gas OPC-Rotem sells electricity through PPAs to some entities that are considered to be related parties, including the ORL Group which was considered a related party for a portion of 2023 but is no longer considered a related party during the year ended December 31, 2023.
Added
(2) Based solely on the Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd (“Harel”) with the SEC on January 17, 2025.
Removed
OPC-Rotem and OPC-Hadera Financing Agreements OPC-Rotem and OPC-Hadera have entered into financing agreements for the financing of their power plant projects, see “ Item 5.B Liquidity and Capital Resources—OPC’s Liquidity and Capital Resources—OPC’s Material Indebtedness—OPC-Hadera Financing Agreement ” and “ Item 5.B Liquidity and Capital Resources—OPC’s Liquidity and Capital Resources—OPC’s Material Indebtedness—OPC-Rotem Financing Agreement .” One of the lenders under both of these agreements is a financial institution that is an OPC related party.
Added
According to the Schedule 13G, the 2,716,996 ordinary shares consists of (i) 2,622,366 ordinary shares held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions and (ii) 94,630 ordinary shares held by third-party client accounts managed by a subsidiary of Harel as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts.
Removed
ZIM Vessels chartered-in from interested and related parties ZIM has been chartering in vessels from corporations affiliated with Kenon and/or its controlling shareholders. Yair Caspi, Yoav Sebba and Barak Cohen, who serve on ZIM’s Board of Directors, also serve as either employees, officers or directors in Kenon or in other entities affiliated with Kenon.
Added
(3) Based solely on the Schedule 13G filed by Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot Holdings") with the SEC on February 6, 2025.
Removed
All such charters were approved as non-extraordinary transactions within the meaning of such term in the Companies Law (i.e., transactions conducted in the ordinary course of business, on market terms and which do not have a material impact on ZIM’s assets, liabilities or profits).
Added
According to the Schedule 13G, Mr. Yelin owns 24.38% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings, Mr. Lapidot owns 24.62% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings. (4) Based solely on the Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd.
Removed
The aggregate amount paid in connection with these charters during the year ended December 31, 2023 was $42.7 million. C. Interests of Experts and Counsel Not applicable. ITEM 8. Financial Information A. Consolidated Statements and Other Financial Information For information on the financial statements filed as a part of this annual report, see “ Item 18.
Added
(“Clal”) with the SEC on August 5, 2024.
Added
According to the Schedule 13G, the 2,658,773 ordinary shares consists of (i) 28,553 ordinary shares beneficially held for its own account; and (ii) 2,630,220 ordinary shares held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions.
Added
For information on our dividend policy, see “ Item 10.B Constitution .” For a discussion of significant legal proceedings to which OPC’s businesses are party and other contingent liabilities, see Note 18 to our financial statements included in this annual report. B.

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