6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM6-K

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Report of Foreign Private IssuerPursuant to Rule 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1	Press Release: “Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2024,” dated December 30, 2024.

1

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ellomay Capital Ltd.
By:	/s/ Ran Fridrich
	Ran Fridrich
	Chief Executive Officer and Director

Dated: December 30, 2024

2

Exhibit 99.1

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Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2024

Tel-Aviv, Israel, Dec. 30, 2024 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited consolidated financial results for the three and nine month periods ended September 30, 2024.

Financial Highlights

●	Total<br> assets as of September 30, 2024 amounted to approximately €640 million, compared to<br> total assets as of December 31, 2023 of approximately €612.9 million.
●	Revenues^1^for the three months ended September 30, 2024 were approximately €12.3<br> million, compared to revenues of approximately €15.4 million for the three months ended<br> September 30, 2023. Revenues for the nine months ended September 30, 2024 were approximately<br> €31.8 million, compared to revenues of approximately €40.4 million for the nine<br> months ended September 30, 2023.
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●	Profit<br> from continuing operations for the three months ended September 30, 2024 was approximately<br> €6.6 million, compared to profit from continuing operations of approximately €5.8<br> million for the three months ended September 30, 2023. Profit from continuing operations<br> for the nine months ended September 30, 2024 was approximately €3.2 million, compared<br> to profit from continuing operations of approximately €10.4 million for the nine months<br> ended September 30, 2023.
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●	Profit<br> for the three months ended September 30, 2024 was approximately €6.6 million, compared<br> to profit of approximately €5.9 million for the three months ended September 30, 2023.<br> Profit for the nine months ended September 30, 2024 was approximately €3.3 million,<br> compared to profit of approximately €10.4 million for the nine months ended September<br> 30, 2023.
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●	EBITDA<br> for the three months ended September 30, 2024 was approximately €11 million, compared<br> to EBITDA of approximately €11.6 million for the three months ended September 30, 2023.<br> EBITDA for the nine months ended September 30, 2024 was approximately €17.6 million,<br> compared to EBITDA of approximately €21.3 million for the nine months ended September<br> 30, 2023. See below under “Use of Non-IFRS Financial Measures” for additional<br> disclosure concerning EBITDA.
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●	On<br> December 31, 2023, the Company executed an agreement to sell its holdings in the 9 MW solar<br> plant located in Talmei Yosef. The sale was consummated on June 3, 2024, and the net consideration<br> received at closing was approximately NIS 42.6 million (approximately €10.6 million).<br> In connection with the sale, the Company presents the results of this solar plant as a discontinued<br> operation and the results for the three and nine months ended September 30, 2023 were adjusted<br> accordingly.
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Financial Overview for the Nine Months Ended September 30, 2024

●	Revenues^1^were approximately €31.8 million for the nine months ended September 30, 2024,<br> compared to approximately €40.4 million for the nine months ended September 30, 2023.<br> This decrease mainly results from a reduction in electricity prices in Spain between February<br> and May 2024, partially offset by income generated by our 20 MW solar power plants in Italy<br> which were connected to the grid during 2024. The decrease is also due to loss of revenues<br> in connection with the fire near the Talasol Solar S.L. (300 MV solar) (“Talasol”)<br> and Ellomay Solar S.L. (28 MV solar) (“Ellomay Solar”) facilities in Spain<br> in July 2024. In connection with such loss of revenues, the Company recorded an amount of<br> approximately €1.2 million as ‘other income’ for the nine months ended September<br> 30, 2024, based on compensation expected to be received from the insurance for loss of income.
●	Operating<br> expenses were approximately €14.5 million for the nine months ended September 30, 2024,<br> compared to approximately €17.4 million for the nine months ended September 30, 2023.<br> This decrease mainly results from a decrease in direct taxes on electricity production paid<br> by the Company’s Spanish subsidiaries as a result of reduced electricity prices. The<br> operating expenses of the Company’s Spanish subsidiaries for the nine months ended<br> September 30, 2023 were impacted by the Spanish RDL 17/2022, which established the reduction<br> of returns on the electricity generating activity of Spanish production facilities that do<br> not emit greenhouse gases, accomplished through payments of a portion of the revenues by<br> the production facilities to the Spanish government. The increased expenses during the nine<br> months ended September 30, 2023 resulting from this impact, were partially offset by lower<br> costs in connection with the acquisition of feedstock by our Dutch biogas plants. Depreciation<br> and amortization expenses were approximately €12.3 million for the nine months ended September 30, 2024,<br> compared to approximately €11.7 million for the nine months ended September 30, 2023.
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^1^	The<br> revenues presented in the Company’s financial results included in this press release<br> are based on IFRS and do not take into account the adjustments included in the Company’s<br> investor presentation.
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●	Project<br> development costs were approximately €3.3 million for the nine months ended September<br> 30, 2024, compared to approximately €2.4 million for the nine months ended September<br> 30, 2023. The increase in project development costs results mainly from increased consultancy<br> expenses in connection with business development efforts.
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●	General<br> and administrative expenses were approximately €4.7 million for the nine months ended<br> September 30, 2024, compared to approximately €4 million for the nine months ended September<br> 30, 2023. The increase in general and administrative expenses is mostly due to higher consultancy<br> expenses.
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●	Share<br> of profits of equity accounted investee, after elimination of intercompany transactions,<br> was approximately €5.3 million for the nine months ended September 30, 2024, compared<br> to approximately €4.6 million for the nine months ended September 30, 2023. The increase<br> in share of profits of equity accounted investee was mainly due to the increase in revenues<br> of Dorad Energy Ltd. due to higher quantities produced, partially offset by an increase in<br> operating expenses in connection with the increased production.
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●	Other income, net was approximately €2.9 million for the nine months<br>ended September 30, 2024, compared to €0 for the nine months ended September 30, 2023. The income was recognized based on compensation<br>expected to be received from insurance in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024,<br>net of impairment expenses related to the damaged fixed assets. The amount to be received due to loss of income is approximately €1.2<br>million.
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●	Financing expense, net was approximately<br> €2 million for the nine months ended September 30, 2024, compared to financing income,<br> net of approximately €0.3 million for the nine months ended September 30, 2023. The<br> increase in financing expenses, net, was mainly attributable to lower income resulting from<br> exchange rate differences that amounted to approximately €5.2 million for the nine months<br> ended September 30, 2024, compared to approximately €8 million for the nine months ended<br> September 30, 2023, an aggregate change of approximately €2.8 million. The exchange<br> rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”)<br> cash and cash equivalents and the Company’s NIS denominated debentures and were caused<br> by the 3.5% devaluation of the NIS against the euro during the nine months ended September<br> 30, 2024, compared to a devaluation of 8% during the nine months ended September 30, 2023.<br> The increase in financing expenses for the nine months ended September 30, 2024 was also<br> due to increased interest expenses mainly resulting from the issuance of the Company’s<br> Series F Debentures in January, April and August 2024. These increases in financing expenses<br> were partially offset by an increase in financing income of approximately €2.6 million<br> in connection with derivatives and warrants in the nine months ended September 30, 2024,<br> compared to the nine months ended September 30, 2023.
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●	Tax<br> benefit was approximately €0.1 million for the nine months ended September 30, 2024,<br> compared to a tax benefit of approximately €0.6 million for the nine months ended September<br> 30, 2023.
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●	Profit<br> from continuing operations for the nine months ended September 30, 2024 was approximately<br> €3.2 million, compared to profit from continuing operations of approximately €10.4<br> million for the nine months ended September 30, 2023.
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●	Profit<br> from discontinued operation (net of tax) for the nine months ended September 30, 2024 was<br> approximately €80 thousand, compared to profit from discontinued operation of approximately<br> €70 thousand for the nine months ended September 30, 2023.
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●	Profit<br> for the nine months ended September 30, 2024 was approximately €3.3 million, compared<br> to a profit of approximately €10.4 million for the nine months ended September 30, 2023.
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●	Total<br> other comprehensive income was approximately €2.6 million for the nine months ended<br> September 30, 2024, compared to total other comprehensive income of approximately €31.6<br> million for the nine months ended September 30, 2023. The change in total other comprehensive<br> income mainly results from changes in fair value of cash flow hedges, including a material<br> decrease in the fair value of the liability resulting from the financial power swap that<br> covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change<br> in electricity prices in Europe. In accordance with hedge accounting standards, the changes<br> in the Talasol PPA’s fair value are recorded in the Company’s shareholders’<br> equity through a hedging reserve and not through the accumulated deficit/retained earnings.<br> The changes do not impact the Company’s consolidated net profit/loss or the Company’s<br> consolidated cash flows.
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2

●	Total<br> comprehensive income was approximately €5.9 million for the nine months ended September<br> 30, 2024, compared to total comprehensive income of approximately €42 million for the<br> nine months ended September 30, 2023.
●	Net<br> cash provided by operating activities was approximately €5.5 million for the nine months<br> ended September 30, 2024, compared to approximately €16.8 million for the nine months<br> ended September 30, 2023. The decrease in net cash provided by operating activities for the<br> nine months ended September 30, 2024, is mainly due to the decrease in electricity prices<br> in Spain. In addition, during the year ended December 31, 2023, the Company’s Dutch<br> biogas plants elected to temporarily exit the subsidy regime and sell the gas at market prices<br> and during the year ended December 31, 2024 these plants returned to the subsidy regime.<br> Under the subsidy regime, plants are entitled to monthly advances on subsidies based on the<br> production during the previous year. As no subsidies were paid to the Company’s Dutch<br> biogas plants for 2023, these plants entitled to low advance payments for 2024 and the payment<br> for gas produced by the plants during 2024 is expected to be received until July 2025 and<br> reflected accordingly in the Company’s cash flow from operations.
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CEO Review Third Quarter2024

Revenues in the firstnine months of 2024 were approximately €31.8 million, compared to revenues of approximately €41.5 million in the correspondingnine months last year. The decrease in revenues was mainly due to the electricity prices in Spain, which were low and even sometimesnegative during the first half of 2024. A decrease of approximately €1.2 million in revenues was recorded due to fire damage thatoccurred in July 2024 in our projects in Spain. This amount is covered by income loss insurance and therefore recognized as other incomeduring the period.

Operating expenses inthe first nine months of 2024 decreased by approximately €3 million compared to the corresponding period last year. Project developmentexpenses in the first nine months of 2024 increased by approximately €0.7 million compared to the corresponding period last year.Project development expenses for 2024 included non-recurring expenses of approximately €0.5 million in connection with the cancellationof a guarantee.

Activity in Spain*:*

The electricity prices in the third quarter of 2024 increased and stabilized on the projected seasonal price. The revenues from the sale of electricity in the first nine months of 2024 were approximately €18.7 million compared to approximately €27.5 million in the corresponding period last year. The decrease is primarily attributable to the low/negative electricity prices in the first half of 2024, as well as the fire damage.

Activity of Dorad*:*

In the first nine months of 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately NIS 256 million, an increase of approximately NIS 40 million compared to the corresponding period last year. The Dorad power station received the approval of the National Infrastructures Committee and a positive connection survey to increase the capacity by an additional 650 MW.

Activity in the USA:

In the USA, the development and construction activities of solar projects are progressing at a rapid pace and the construction of the first four projects, with a total capacity of approximately 49 MW, began in early 2024. The construction of two projects (in an aggregate capacity of approximately 27 MW) is nearing completion and their connection to the electricity grid is expected in the near future. The additional two projects (in an aggregate capacity of approximately 22 MW) are under construction and are expected to connect by April 2025. Additional projects with an aggregate capacity of approximately 50 MW are under development and are intended for construction in 2025. The Company executed an agreement to sell the tax credits of the first four projects for approximately $19 million.

3

Activity in Italy*:*

The Company has a portfolio of 462 MW solar projects in Italy of which 20 MW are operating and 18 MW finished construction and are awaiting connection to the grid. 195 MW of additional projects are ready to build and 229 MW are under advanced development. Revenues from sale of electricity in Italy in the third quarter of 2024 were approximately €1.7 million, all from the 20 MW that are connected to the grid. The Company executed construction agreements with the EPC contractor for 160 MW that are ready to build, the commencement of construction is expected during the first quarter of 2025 and the construction is expected to take approximately 18 months. The EPC agreements are conditioned, among other things, on the execution of a financing agreement, and the financing agreement with a European institutional investor for the financing of the construction of 198 MW (including the connected projects, the project under construction and the projects for which the EPC agreements were executed) previously reported is expected to be executed during January 2025.

New legislation in Italy prohibits the establishment of new projects on agricultural land. This prohibition increases the value of the Company’s portfolio, which is not subject to the prohibition or located on agricultural land. The Company estimates that new possibilities are emerging for obtaining a PPA in Italy, therefore it expects that project financing will be possible more easily and at lower costs.

Activity in Israel*:*

The Manara Cliff PumpedStorage Project (Company’s share is 83.34%): A project with a capacity of 156 MW, which is in advanced construction stages. The Iron Swords War, which commenced on October 7, 2023, stopped the construction work on the project. The project has protection from the state for damages and losses due to the war within the framework of the tariff regulation (covenants that support financing). The project was expected to reach commercial operation during the first half of 2027 and the continuation of the Iron Swords war will cause a delay in the date of activation. The Israeli Electricity Authority currently approved a postponement of sixteen months of the dates for the project. The Company and its partner in the project, Ampa, invested the equity required for the project (other than linkage differences), and the remainder of the funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.

Development of Solarlicenses combined with storage:

1.	The Komemiyut and Qelahim Projects: each intended for 21 solar<br> MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier. Commencement<br> of construction is planned for the first quarter of 2025.

The Company waived the rights it won in a solar / battery tender process in connection with these projects and therefore paid a forfeiture of guarantee in the amount of NIS 1.8 million and is in advanced negotiations with a local supplier for the execution of a long-term PPA.

2.	The Talmei Yosef Project: intended for 10 solar MW and 22 MW /<br> hour batteries. The request for zoning approval was approved in the fourth quarter of 2023.
3.	The Talmei Yosef Storage Project in Batteries: there is a zoning<br> approval for approximately 400 MW / hour. The project is designed for the regulation of high voltage storage.
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The Company also has approximately 46 solar MW under preliminary planning stages.

Activity in the Netherlands*:*

During the first nine months of 2024, high production levels were maintained in the Company’s three biogas plants. In addition, significant progress was made in the process of obtaining the licenses to increase production by about 50% in each of the Company’s plants. Increasing production will require relatively small investments and is expected to significantly increase income and EBITDA. Following the directive of the European Union to act to significantly increase the production of greed gas, the Dutch parliament approved the legislation mandating the obligation to mix green gas with fossil gas , which will become effective commencing January 1, 2026. This legislation is expected to have a positive effect on the prices of green gas and the price of the accompanying green certificates.

4

Use of Non-IFRS FinancialMeasures

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EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 14 of this press release.

About Ellomay CapitalLtd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

●	Approximately 335.9 MW of<br>operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and approximately<br>20 MW of operating solar power plants in Italy;
●	9.375%<br> indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest<br> private power plants with production capacity of approximately 850MW, representing about<br> 6%-8% of Israel’s total current electricity consumption;
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●	Groen<br> Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies<br> operating anaerobic digestion plants in the Netherlands, with a green gas production<br> capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
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●	83.333%<br> of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156<br> MW pumped storage hydro power plant in the Manara Cliff, Israel;
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●	A<br> solar plant (18 MW) under construction in Italy;
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●	Solar<br> projects in Italy with an aggregate capacity of 195 MW that have reached “ready to<br> build” status; and
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●	Solar<br> projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of 49 MW<br> that are under construction.
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For more information about Ellomay, visit http://www.ellomay.com.

Information Relatingto Forward-Looking Statements

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This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: [email protected]

5

Ellomay Capital Ltd. and its Subsidiaries

UnauditedCondensed Consolidated Interim Statements of Financial Position

	September 30,		December 31,			September 30,
	2024		2023			2024
	in thousands					Convenience<br> <br> Translation into US in thousands*
Assets
Current assets:
Cash and cash equivalents				51,127
Short term deposits				997
Restricted cash				810
Intangible asset from green certificates				553
Trade and other receivables				11,717
Derivatives asset short-term				275
Assets of disposal groups classified<br> as held for sale				28,297
				93,776
Non-current assets
Investment in equity accounted investee				31,772
Advances on account of investments				898
Fixed assets				407,982
Right-of-use asset				30,967
Restricted cash and deposits				17,386
Deferred tax				8,677
Long term receivables				10,446
Derivatives				10,948
				519,076
Total assets				612,852
Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans				9,784
Current maturities of other long-term loans				5,000
Current maturities of debentures				35,200
Trade payables				5,249
Other payables				10,859
Current maturities of derivatives				4,643
Current maturities of lease liabilities				700
Liabilities of disposal groups classified as held for<br> sale				17,142
Warrants				84
				88,661
Non-current liabilities
Long-term lease liabilities				23,680
Long-term bank loans				237,781
Other long-term loans				29,373
Debentures				104,887
Deferred tax				2,516
Other long-term liabilities				855
Derivatives				-
				399,092
Total liabilities				487,753
Equity
Share capital				25,613
Share premium				86,159
Treasury shares		)		(1,736	)		)
Transaction reserve with non-controlling Interests				5,697
Reserves				4,299
Accumulated deficit		)		(5,037	)		)
Total equity attributed to shareholders of the Company				114,995
Non-Controlling Interest				10,104
Total equity				125,099
Total liabilities<br> and equity				612,852

All values are in Euros.

*	Convenience<br> translation into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119)

6

Ellomay Capital Ltd. and its Subsidiaries

UnauditedCondensed Consolidated Interim Statements of Comprehensive Income

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	For the three months ended<br> September<br> 30,					For the nine months ended<br><br> September<br> 30,						For the<br><br> year ended<br><br> December 31,			For the<br> nine months ended<br> September 30,
	2024		2023*			2024			2023*			2023			2024
	Unaudited											Audited			Unaudited
	in thousands (except per share<br> data)														Convenience Translation<br> into US**
Revenues				15,411			31,789			40,410			48,834
Operating expenses		)		(5,556	)		(14,505	)		(17,401	)		(22,861	)		)
Depreciation and amortization expenses		)		(3,921	)		(12,342	)		(11,747	)		(16,012	)		)
Gross profit				5,934			4,942			11,262			9,961
Project development costs		)		(248	)		(3,311	)		(2,440	)		(4,465	)		)
General and administrative expenses		)		(1,147	)		(4,679	)		(3,963	)		(5,283	)		)
Share of profits of equity accounted investee				3,058			5,295			4,599			4,320
Other income, net				-			2,885			-			-
Operating profit				7,597			5,132			9,458			4,533
Financing income				1,529			6,977			9,694			8,747
Financing income (expenses) in connection with derivatives<br> and warrants, net		)		391			2,762			(85	)		251
Financing expenses in connection with projects finance		)		(1,554	)		(4,646	)		(4,612	)		(6,077	)		)
Financing expenses in connection with debentures		)		(1,028	)		(5,048	)		(2,868	)		(3,876	)		)
Interest expenses on minority shareholder loan		)		(540	)		(1,616	)		(1,473	)		(2,014	)		)
Other financing expenses		)		(12	)		(428	)		(381	)		(588	)		)
Financing income<br> (expenses), net				(1,214	)		(1,999	)		275			(3,557	)		)
Profit before taxes on income				6,383			3,133			9,733			976
Tax benefit (taxes on income)		)		(579	)		72			637			1,436
Profit for the<br> period from continuing operations				5,804			3,205			10,370			2,412
Profit (loss)<br> from discontinued operation (net of tax)				73			79			70			(1,787	)
Profit for the<br> period				5,877			3,284			10,440			625
Profit attributable to:
Owners of the Company				5,233			4,670			10,709			2,219
Non-controlling interests				644			(1,386	)		(269	)		(1,594	)		)
Profit for the<br> period				5,877			3,284			10,440			625
Other comprehensive income (loss) item<br> that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations		)		(930	)		(5,152	)		(9,183	)		(7,949	)		)
Foreign currency translation differences for foreign operations<br> that were recognized in profit or loss				-			255			-			-
Effective portion of change in fair value of cash flow<br> hedges				5,949			9,412			50,149			39,431
Net change in fair value of cash<br> flow hedges transferred to profit or loss				(4,580	)		(1,921	)		(9,389	)		9,794			)
Total other<br> comprehensive income (loss)		)		439			2,594			31,577			41,276
Total other comprehensive income (loss)<br> attributable to:
Owners of the Company		)		(296	)		(1,315	)		11,759			16,931			)
Non-controlling interests				735			3,909			19,818			24,345
Total other<br> comprehensive income (loss) for the period		)		439			2,594			31,577			41,276
Total comprehensive<br> income for the period				6,316			5,878			42,017			41,901
Total comprehensive income attributable<br> to:
Owners of the Company				4,937			3,355			22,468			19,150
Non-controlling interests				1,379			2,523			19,549			22,751
Total comprehensive<br> income for the period				6,316			5,878			42,017			41,901

All values are in Euros.

*	The results of the<br> Talmei Yosef solar plant have been reclassified as a discontinued operation and the results<br> for these periods have been adjusted accordingly
**	Convenience translation<br> into US$ (exchange rate as at September 30, 2024: euro 1 = US $ 1.119)
---	---

7

Ellomay Capital Ltd. and its Subsidiaries

CondensedConsolidated Interim Statements of Profit or Loss and Other Comprehensive Income (cont’d)

	For the three months<br> ended September 30,			For the nine months<br><br> ended September 30,				For the <br><br> year ended<br><br> December 31,			For the nine<br> months ended<br> September 30,
	2024	2023		2024		2023		2023			2024
	Unaudited							Audited			Unaudited
	in thousands (except per share data)										Convenience<br> Translation<br> into US*
Basic profit per share			0.41		0.36		0.83		0.17
Diluted profit per share			0.41		0.36		0.83		0.17
Basic profit per share continuing operations			0.41		0.35		0.84		0.31
Diluted profit per share continuing operations			0.41		0.35		0.84		0.31
Basic profit per share discontinued operation			0.01		0.01		0.01		(0.14	)
Diluted profit per share discontinued operation			0.01		0.01		0.01		(0.14	)

All values are in Euros.

*	Convenience translation<br> into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119)

8

Ellomay Capital Ltd. and its Subsidiaries

UnauditedCondensed Consolidated Interim Statements of Changes in Equity

---

				Attributable<br> to shareholders of the Company
****	Share<br> capital	Share premium		Retained earnings (accumulated Deficit)		****	Treasury shares		****	Translation reserve from foreign operations		****	Hedging Reserve		****	Interests Transaction reserve with non-controlling Interests		Total		****	Non- controlling Interests		****	Total Equity
	in thousands
For the<br> nine months ended
September<br> 30, 2024 (unaudited):
Balance<br> as at January 1, 2024			86,159		(5,037	)		(1,736	)		385			3,914			5,697		114,995			10,104			125,099
Profit<br> (loss) for the period			-		4,670			-			-			-			-		4,670			(1,386	)		3,284
Other<br> comprehensive profit (loss) for the period			-		-			-			(4,762	)		3,447			-		(1,315	)		3,909			2,594
Total<br> comprehensive profit (loss) for the period			-		4,670			-			(4,762	)		3,447			-		3,355			2,523			5,878
Transactions<br> with owners of the Company, recognized directly in equity:
Share-based<br> payments			91		-			-			-			-			-		91			-			91
Balance<br> as at September 30, 2024			86,250		(367	)		(1,736	)		(4,377	)		7,361			5,697		118,441			12,627			131,068
For the<br> nine months ended September<br> 30, 2023 (unaudited):
Balance<br> as at January 1, 2023			86,038		(7,256	)		(1,736	)		7,970			(20,602	)		5,697		95,724			(12,647	)		83,077
Profit<br> (loss) for the period			-		10,709			-			-			-			-		10,709			(269	)		10,440
Other<br> comprehensive income (loss) for the period			-		-			-			(8,771	)		20,530			-		11,759			19,818			31,577
Total<br> comprehensive income (loss) for the period			-		10,709			-			(8,771	)		20,530			-		22,468			19,549			42,017
Transactions<br> with owners of the Company, recognized directly in equity:
Share-based<br> payments			93		-			-			-			-			-		93			-			93
Balance<br> as at September 30, 2023			86,131		3,453			(1,736	)		(801	)		(72	)		5,697		118,285			6,902			125,187

All values are in Euros.

9

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statementsof Changes in Equity (cont’d)

				Attributable<br> to shareholders of the Company
****	Share<br> capital	Share premium		Retained earnings (accumulated Deficit)		****	Treasury shares		****	Translation reserve from foreign operations		****	Hedging Reserve		****	Interests Transaction reserve with non-controlling Interests		Total		Non- controlling Interests		****	Total Equity
	in thousands
For the year ended December 31, 2023 (audited):
Balance as at January 1, 2023			86,038		(7,256	)		(1,736	)		7,970			(20,602	)		5,697		95,724		(12,647	)		83,077
Profit (loss) for the year			-		2,219			-			-			-			-		2,219		(1,594	)		625
Other comprehensive loss for the year			-		-			-			(7,585	)		24,516			-		16,931		24,345			41,276
Total comprehensive loss for the year			-		2,219			-			(7,585	)		24,516			-		19,150		22,751			41,901
Transactions with owners of the Company, recognized directly in equity:
Share-based payments			121		-			-			-			-			-		121		-			121
Balance as at December 31, 2023			86,159		(5,037	)		(1,736	)		385			3,914			5,697		114,995		10,104			125,099

All values are in Euros.

10

Ellomay Capital Ltd. and its Subsidiaries

UnauditedCondensed Consolidated Interim Statements of Changes in Equity (cont’d)

---

				Attributable to shareholders of<br> the Company
	Share<br> capital	Share premium		Accumulated<br><br> deficit			Treasury shares			Translation reserve from foreign operations			Hedging Reserve		Interests Transaction reserve with <br><br> non-controlling Interests		Total			Non- controlling Interests			Total****Equity
	Convenience translation into US<br> (exchange rate as at September 30, 2024: euro 1 = US 1.119)
For the nine months ended September<br> 30, 2024 (unaudited):
Balance as at January 1,<br> 2024			96,433		(5,638	)		(1,943	)		431			4,381		6,376		128,707			11,311			140,018
Profit (loss) for the period			-		5,227			-			-			-		-		5,227			(1,553	)		3,674
Other comprehensive loss for the period			-		-			-			(5,330	)		3,858		-		(1,472	)		4,375			2,903
Total comprehensive loss for the period			-		5,227			-			(5,330	)		3,858		-		3,755			2,822			6,577
Transactions with owners of the Company,<br> recognized directly in equity:
Share-based payments			102		-			-			-			-		-		102			-			102
Balance as at September 30, 2024			96,535		(411	)		(1,943	)		(4,899	)		8,239		6,376		132,564			14,133			146,697

All values are in US Dollars.

11

Ellomay Capital Ltd. and its Subsidiaries

UnauditedCondensed Consolidated Interim Statements of Cash Flow

---

	For the three months <br> ended September 30,					For the nine months <br><br> ended September 30,						For the year ended December 31,			For the nine<br> months ended<br> September 30,
	2024		2023			2024			2023			2023			2024
	in thousands														Convenience<br> Translation<br> into US*
Cash flows from operating activities
Profit for the period				5,877			3,284			10,440			625
Adjustments for:
Financing income (expenses), net		)		958			1,595			(598	)		3,034
Profit (loss) from settlement of derivatives contract		)		-			50			-			-
Impairment losses on assets of disposal groups classified<br> as held-for-sale				-			405			-			2,565
Depreciation and amortization				4,031			12,390			12,095			16,473
Share-based payment transactions				31			91			93			121
Share of profits of equity accounted investees		)		(3,058	)		(5,295	)		(4,599	)		(4,320	)		)
Payment of interest on loan from an equity accounted investee				1,468			-			1,468			1,501
Change in trade receivables and other receivables		)		457			(3,218	)		1,015			(302	)		)
Change in other assets				(595	)		876			(750	)		(681	)
Change in receivables from concessions project				683			793			1,519			1,778
Change in trade payables				1,696			(79	)		287			(45	)		)
Change in other payables		)		(126	)		(293	)		257			(2,235	)		)
Income tax expense (tax benefit)				742			(77	)		(461	)		(1,852	)		)
Income taxes refund (paid)		)		(419	)		346			(439	)		(912	)
Interest received				1,059			1,932			2,412			2,936
Interest paid		)		(1,286	)		(7,255	)		(5,950	)		(10,082	)		)
		)		5,641			2,261			6,349			7,979
Net cash provided by operating activities				11,518			5,545			16,789			8,604
Cash flows from investing activities
Acquisition of fixed assets		)		(24,015	)		(50,046	)		(51,483	)		(58,848	)		)
Interest paid capitalized to fixed assets		)		-			(1,628	)		-			(2,283	)		)
Proceeds from sale of investments				-			9,267			-			-
Repayment of loan by an equity accounted investee				103			-			103			1,324
Loan to an equity accounted investee				-			-			(68	)		(128	)
Advances on account of investments		)		-			(163	)		(421	)		(421	)		)
Proceeds from advances on account of investments				2,277			-			1,921			2,218
Proceeds in marketable securities				-			-			2,837			2,837
Investment in settlement of derivatives, net				-			224			-			-
Proceeds from restricted cash, net				-			157			893			840
Proceeds from (investment in) short term deposit				165			(1,404	)		(1,092	)		(1,092	)		)
Net cash used in investing activities		)		(21,470	)		(43,593	)		(47,310	)		(55,553	)		)
Cash flows from financing activities
Issuance of warrants				-			3,735			-			-
Cost associated with long-term loans		)		(481	)		(2,011	)		(1,187	)		(1,877	)		)
Payment of principal of lease liabilities		)		(189	)		(665	)		(966	)		(1,156	)		)
Proceeds from long-term loans				-			19,307			21,370			32,157
Repayment of long-term loans		)		(517	)		(7,108	)		(6,990	)		(12,736	)		)
Repayment of Debentures				-			(35,845	)		(17,763	)		(17,763	)		)
Proceeds from issuance of Debentures, net				-			57,756			55,808			55,808
Net cash provided by (used in) financing activities				(1,187	)		35,169			50,272			54,433
Effect of exchange rate fluctuations on cash and cash<br> equivalents		)		(632	)		(220	)		(4,110	)		(2,387	)		)
Increase (decrease) in cash and cash equivalents		)		(11,771	)		(3,099	)		15,641			5,097			)
Cash and cash equivalents at the beginning of the period				73,870			51,127			46,458			46,458
Cash from (used in) disposal groups classified as held-for-sale				(430	)		428			(430	)		(428	)
Cash and cash equivalents at the end<br> of the period				61,669			48,456			61,669			51,127

All values are in Euros.

*	Convenience<br> translation into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119)

12

Ellomay Capital Ltd. and its Subsidiaries

OperatingSegments (Unaudited)

****	Italy	****	Spain								****	USA		Netherlands		****	Israel							****			****	****		****	****		****
****		****	Subsidized Solar		****	28 MW		****	Talasol		****	****		****		****	****		****	Manara Pumped		****		****	Total<br><br> reportable		****	****		****	Total		****
****	Solar	****	Plants		****	Solar		****	Solar		****	Solar		Biogas		****	Dorad		****	Storage		Solar*		****	Segments		****	Reconciliations		****	Consolidated		****
****	For the nine months<br> ended September 30, 2024																																****
****	in thousands																																****
Revenues				2,118			1,294			15,249			-		11,401			55,123			-		278			87,190			(55,401	)		31,789
Operating expenses		)		(415	)		(473	)		(3,648	)		-		(9,950	)		(39,585	)		-		(142	)		(54,232	)		39,727			(14,505	)
Depreciation<br> and amortization expenses		)		(689	)		(838	)		(8,613	)		-		(2,184	)		(4,280	)		-		(48	)		(16,653	)		4,311			(12,342	)
Gross<br> profit (loss)				1,014			(17	)		2,988			-		(733	)		11,258			-		88			16,305			(11,363	)		4,942
Adjusted<br> gross profit (loss)				1,014			(17	)		2,988			-		(733	)		11,258			-		317	^2^		16,534			(11,592	)		4,942
Project development costs																																(3,311	)
General and administrative<br> expenses																																(4,679	)
Share of income of equity<br> accounted investee																																5,295
Other<br> income, net																																2,885
Operating<br> profit																																5,132
Financing income																																6,977
Financing income in connection<br> with derivatives and warrants, net																																2,762
Financing expenses in connection<br> with projects finance																																(4,646	)
Financing expenses in connection<br> with debentures																																(5,048	)
Interest expenses on minority<br> shareholder loan																																(1,616	)
Other financing expenses																																(428	)
Financing<br> expenses, net																																(1,999	)
Profit<br> before taxes on income																																3,133
Segment<br> assets as at September 30, 2024				12,874			19,953			231,779			46,915		31,066			104,942			172,774		-			681,925			(41,916	)		640,009

All values are in Euros.

---

*	The results of the<br> Talmei Yosef solar plant are presented as a discontinued operation.
^2^	The<br> gross profit of the Talmei Yosef solar plant located in Israel is adjusted to include income<br> from the sale of electricity (approximately €1,264 thousand) and depreciation expenses<br> (approximately €757 thousand) under the fixed asset model, which were not recognized<br> as revenues and depreciation expenses, respectively, under the financial asset model as per<br> IFRIC 12.
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13

Ellomay Capital Ltd. and its Subsidiaries

Reconciliationof Profit to EBITDA (Unaudited)

---

	For<br> the three months<br> ended September 30,				For the nine months <br><br> ended September 30,						For the<br><br> year ended<br><br> December 31,			For the nine<br> months ended<br> September 30,
	2024		2023		2024			2023			2023			2024
	in thousands													Convenience<br> Translation<br> into US in<br> thousands*
Net profit for the period				5,877		3,284			10,440			625
Financing (income) expenses, net		)		1,214		1,999			(275	)		3,557
Taxes on income (Tax benefit)				579		(72	)		(637	)		(1,436	)		)
Depreciation and amortization				3,921		12,342			11,747			16,012
EBITDA				11,591		17,553			21,275			18,758

All values are in Euros.

---

*	Convenience translation<br> into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119)

14

Ellomay Capital Ltd.

Informationfor the Company’s Debenture Holders

Financial Covenants

Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E and Series F Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 18, 2024, and below.

Net Financial Debt

As of September 30, 2024, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €115 million (consisting of approximately €303.2^3^ million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €165.9^4^million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), the Series D Convertible Debentures issuance (in February 2021), the Series E Secured Debentures issuance (in February 2023) and the Series F Debentures issuance (in January 2024, April 2024 and August 2024)), net of approximately €50.9 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €303.2^5^million of project finance and related hedging transactions of the Company’s subsidiaries). The Net Financial Debt and other information included in this disclosure do not include the private placement of Series F Debentures consummated in November 2024.

Discussion concerning WarningSigns

Upon the issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of the Company’s Debentures.

One possible “warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of September 30, 2024, the Company’s Board of Directors noted the working capital deficiency as of September 30, 2024, in the amount of approximately €10.8 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of September 30, 2024, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors noted the following: (i) the issuance of additional Series F Debentures in consideration for approximately NIS 62.2 million, which was completed after September 30, 2024 and therefore not reflected on the Company’s balance sheet, (ii) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next twelve months, and (iii) the positive cash flow generated by the Company’s operating subsidiaries during the year ended December 31, 2023 and the nine months ended September 30, 2024.

^3^	The<br> amount of short-term and long-term debt from banks<br> and other interest-bearing financial obligations provided above, includes an amount of approximately<br> €4.7 million costs associated with such debt, which was capitalized and therefore offset<br> from the debt amount that is recorded in the Company’s balance sheet.
^4^	The<br> amount of the debentures provided above includes an<br> amount of approximately €6.8 million associated costs, which was capitalized and discount<br> or premium and therefore offset from the debentures amount that is recorded in the Company’s<br> balance sheet. This amount also includes the accrued interest as at September 30,<br> 2024 in the amount of approximately €0.4 million.
---	---
^5^	The<br> project finance amount deducted from the calculation of Net Financial Debt includes project<br> finance obtained from various sources, including financing entities and the minority shareholders<br> in project companies held by the Company (provided in the form of shareholders’ loans<br> to the project companies).
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15

Ellomay Capital Ltd.

Informationfor the Company’s Debenture Holders (cont’d)

Information for theCompany’s Series C Debenture Holders

The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of September 30, 2024, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €118.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,^6^was 8.^7^

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended September 30, 2024:

	For the four-quarter period<br> ended September 30, 20247
	Unaudited
	in thousands
Loss for the period		)
Financing expenses, net
Taxes on income		)
Depreciation and amortization expenses
Share-based payments
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based<br> on the fixed asset model
Adjusted EBITDA as defined the Series C Deed of Trust

All values are in Euros.

^6^	The<br> term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings<br> before financial expenses, net, taxes, depreciation and amortization, where the revenues<br> from the Company’s operations, such as the Talmei Yosef solar plant, are calculated<br> based on the fixed asset model and not based on the financial asset model (IFRIC 12), and<br> before share-based payments. The Series C Deed of Trust provides that for purposes of the<br> financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters,<br> in the aggregate. The Adjusted EBITDA is presented<br> in this press release as part of the Company’s undertakings towards the holders of<br> its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as<br> EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
^7^	The<br> Deed of Trust governing our Series C Debentures provides that in the event the original accounting<br> standards (i.e., the accounting standards applicable to the Company’s financial results<br> for March 31, 2019), undergo a “material revision” (defined as a change of at<br> least 10% in the aggregate between the calculation of financial covenants according to the<br> revised accounting standards compared to the original accounting standards), the financial<br> covenants will be implemented based on the original accounting standards. Subsequent to the<br> issuance of the Series C Debentures, the Company implemented an amendment to IAS 16 (“Property, Plant and Equipment”), which requires the Company to recognize revenues from newly<br> connected solar facilities commencing the connection to the grid and not commencing PAC as<br> required under the original accounting standards. Therefore, the Company’s Adjusted<br> EBITDA based on current accounting standards includes the results of solar plants in Italy<br> that were connected to the grid during the nine months ended September 30, 2024 but have<br> not achieved PAC as of September 30, 2024. As the change between the ratio of Net Financial<br> Debt to Adjusted EBITDA based on current accounting standards, compared to the same ratio<br> based on the original accounting standards constitutes a “material change” as<br> of September 30, 2024, the Company provides herein the calculation of Adjusted EBITDA and<br> Net Financial Debt to Adjusted EBITDA based on the original accounting standards, by eliminating<br> the results of the Italian solar facilities from the calculation of Adjusted EBITDA.
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16

Ellomay Capital Ltd.

Informationfor the Company’s Debenture Holders (cont’d)

Information for theCompany’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of September 30, 2024, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €118.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA^8^ was 8.^9^

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended September 30, 2024:

	For the four-quarter period<br> ended September 30, 20249
	Unaudited
	in thousands
Loss for the period		)
Financing expenses, net
Taxes on income		)
Depreciation and amortization expenses
Share-based payments
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based<br> on the fixed asset model
Adjusted EBITDA as defined the Series D Deed of Trust

All values are in Euros.

^8^	The<br> term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings<br> before financial expenses, net, taxes, depreciation and amortization, where the revenues<br> from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based<br> on the fixed asset model and not based on the financial asset model (IFRIC 12), and before<br> share-based payments, when the data of assets or projects whose Commercial Operation Date<br> (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that<br> preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined<br> in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of<br> the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding<br> quarters, in the aggregate. The Adjusted EBITDA is<br> presented in this press release as part of the Company’s undertakings towards the holders<br> of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such<br> as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
^9^	The Deed of<br> Trust governing our Series D Debentures provides that in the event the original accounting<br> standards (i.e., the accounting standards applicable to the Company’s financial results<br> for September 30, 2020), undergo a “material revision” (defined as a change of<br> at least 7.5% in the aggregate between the calculation of financial covenants according to<br> the revised accounting standards compared to the original accounting standards), the financial<br> covenants will be implemented based on the original accounting standards. Subsequent to the<br> issuance of the Series D Debentures, the Company implemented an amendment to IAS 16 (“Property, Plant and Equipment”), which requires the Company to recognize revenues from newly<br> connected solar facilities commencing the connection to the grid and not commencing PAC as<br> required under the original accounting standards. Therefore, the Company’s Adjusted<br> EBITDA based on current accounting standards includes the results of solar plants in Italy<br> that were connected to the grid during the nine months ended September 30, 2024 but have<br> not achieved PAC as of September 30, 2024. As the change between the ratio of Net Financial<br> Debt to Adjusted EBITDA based on current accounting standards, compared to the same ratio<br> based on the original accounting standards constitutes a “material change” as<br> of September 30, 2024, the Company provides herein the calculation of Adjusted EBITDA and<br> Net Financial Debt to Adjusted EBITDA based on the original accounting standards, by eliminating<br> the results of the Italian solar facilities from the calculation of Adjusted EBITDA.
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17

Ellomay Capital Ltd.

Informationfor the Company’s Debenture Holders (cont’d)

Information for theCompany’s Series E Debenture Holders

The Deed of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of September 30, 2024, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €118.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA^10^ was 6.6.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended September 30, 2024:

	For the<br> four-quarter<br> period ended<br> September 30, 2024
	Unaudited
	in thousands
Loss for the period		)
Financing expenses, net
Taxes on income		)
Depreciation and amortization expenses
Share-based payments
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model
Adjustment to data<br> relating to projects with a Commercial Operation Date during the four preceding quarters^11^
Adjusted EBITDA as defined the Series E Deed of Trust

All values are in Euros.

In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“EllomayLuzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

As of September 30, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €35 million (approximately NIS 145.3 million based on the exchange rate as of such date).

^10^	The<br> term “Adjusted EBITDA” is defined in the Series E Deed of Trust as earnings<br> before financial expenses, net, taxes, depreciation and amortization, where the revenues<br> from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based<br> on the fixed asset model and not based on the financial asset model (IFRIC 12), and before<br> share-based payments, when the data of assets or projects whose Commercial Operation Date<br> (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that<br> preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined<br> in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of<br> the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding<br> quarters, in the aggregate. The Adjusted EBITDA is<br> presented in this press release as part of the Company’s undertakings towards the holders<br> of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such<br> as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
^11^	The<br> adjustment is based on the results of solar plants in Italy that were connected to the grid<br> and commenced delivery of electricity to the grid during the nine months ended September 30,<br> 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as<br> of September 30, 2024, the Company recorded revenues and only direct expenses in connection<br> with these solar plants. However, for the sake of caution, the Company included the expected<br> fixed expenses in connection with these solar plants in the calculation of the adjustment.
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18

Ellomay Capital Ltd. and its Subsidiaries

Informationfor the Company’s Debenture Holders (cont’d)

Information for theCompany’s Series F Debenture Holders

The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of September 30, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €118.1 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 49.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA^12^ was 6.6.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended September 30, 2024:

	For the<br> four-quarter<br> period ended<br> September 30, 2024
	Unaudited
	in thousands
Loss for the period		)
Financing expenses, net
Taxes on income		)
Depreciation and amortization expenses
Share-based payments
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model
Adjustment<br> to data relating to projects with a Commercial Operation Date during the four preceding quarters^13^
Adjusted EBITDA as defined the Series F Deed of Trust

All values are in Euros.

^12^	The<br> term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings<br> before financial expenses, net, taxes, depreciation and amortization, where the revenues<br> from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based<br> on the fixed asset model and not based on the financial asset model (IFRIC 12), and before<br> share-based payments, when the data of assets or projects whose Commercial Operation Date<br> (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that<br> preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined<br> in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of<br> the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding<br> quarters, in the aggregate. The Adjusted EBITDA is<br> presented in this press release as part of the Company’s undertakings towards the holders<br> of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such<br> as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”
^13^	The<br> adjustment is based on the results of solar plants in Italy that were connected to the grid<br> and commenced delivery of electricity to the grid during the nine months ended September 30,<br> 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as<br> of September 30, 2024, the Company recorded revenues and only direct expenses in connection<br> with these solar plants. However, for the sake of caution, the Company included the expected<br> fixed expenses in connection with these solar plants in the calculation of the adjustment.
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19