1.

Debentures (Series E)

•

The debentures (Series E) were not linked to any index and were repaid in 12 semi-annual payments, each at a rate of 3.5% of the principal amount, and last payment at a rate of 58% that was paid on March 1, 2025.

•

The debentures bared fixed annual interest of 4.25%, that was paid twice per year.

2.

Debentures (Series F)

•

The Company’s equity according to its financial statements (audited or reviewed) will be no less than NIS 375 million.

•

The ratio of standalone net financial debt to net cap will not exceed 70% during two consecutive financial statements.

•

The standalone net financial debt does not exceed NIS 10 million, and the ratio of net financial debt (consolidated) to EBITDA as of the calculation date (if any) does not exceed 18 during more than two consecutive financial statements (audited or reviewed).

•

The equity to total balance sheet ratio in the Company’s standalone reports will be no less than 20% during two consecutive financial statements (audited or reviewed).

•

The Company will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever.

•

The Company’s undertaking to repay the debentures is not secured by any collateral, or any other security

•

Insofar as the Series F have not been repaid in full, the Company will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the Debentures.

3.

Debentures (Series C and D)

•

Series C is not linked to any index, has a par value of NIS 1 each, and is repayable in a single payment on September 1, 2028.

•

The unpaid principal balance of the debentures will bear fixed annual interest of 0.75%, to be paid twice per year from 2021 to 2028 (inclusive).

•

The unpaid principal balance of the Series C is convertible into Company's ordinary shares, with a par value of NIS 0.1 each, in the manner specified below: (1) during the period from the date of listing of the series of Series C on the TASE until December 31, 2023, each NIS 90 par value of the debentures (Series C) will be convertible into one ordinary share of the Company; and (2) during the period from January 1, 2024 to August 22, 2028, each NIS 240 par value of Series C will be convertible into one ordinary share of the Company.

•

In 2021 Midroog Ltd. updated the rating of the debentures (Series C) which the Company issued, from A3.il to A2.il, stable rating outlook, and up to December 31, 2025 the rating remained consistent.

•

The Company’s undertaking to repay the debentures is not secured by any collateral, or any other security

•

Series D is not linked to any index, has a par value of NIS 1 each, and is repayable in 2 equal payments which will be paid on September 1 2027 and 2029.

•

The unpaid principal balance of the debentures bears fixed annual interest of 1.5%, to be paid twice per year, from 2021 to 2029 (inclusive).

•

In 2021 Midroog Ltd. updated the rating of the debentures (Series D) which the Company issued, from A3.il to A2.il, stable rating outlook, and up to December 31, 2025 the rating remained consistent.

•

The Company’s undertaking to repay the debentures is not secured by any collateral, or any other security.

 

•

The Company’s equity according to its financial statements (audited or reviewed) will be no less than NIS 1,250 million.

•

The ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed).

•

The equity to total balance sheet ratio in the Company’s standalone financial statements will be no less than 25% during two consecutive financial statements (audited or reviewed).

•

The ratio of net financial debt (consolidated) to EBITDA as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed). The debt attributed to the projects during the construction stage (including senior debt and mezzanine non-recourse loans) will not be included in that calculation.

•

The Company will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever.

•

The Company will not perform a distribution, as this term is defined in the Companies Law, including a buyback of its shares, except subject to cumulative conditions specified in the trust deed of the debentures.

•

Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1.25% above the interest rate which was determined in the first offering report of the debentures.

4.

Debentures (Series G and H)

•

Series H is not linked to any index, has a par value of NIS 1 each, and is repayable in in 4 equal payments which will be paid on September 1 of the years 2030-2033.

•

The unpaid principal balance of the Series H debentures will bear fixed annual interest of 4%, to be paid twice per year from 2025 to 2033 (inclusive).

•

The unpaid principal balance of the Series H is convertible into Company's ordinary shares, with a par value of NIS 0.1 each, in the manner specified below: (1) during the period from the date of listing of the series H on the TASE until August 31, 2027, each NIS 80 par value of the debentures (Series H) will be convertible into one ordinary share of the Company; and (2) during the period from September 1, 2027 to August 22, 2033, each NIS 1,000 par value of Series H will be convertible into one ordinary share of the Company.

•

Midroog Ltd. rated the convertible debentures (Series H) at A2.il, stable rating outlook.

•

Series G is not linked to any index, have a par value of NIS 1 each, and are repayable in 4 equal payments which will be paid on September 1 of the years 2030-2033.

•

The unpaid principal balance of the Series G debentures will bear fixed annual interest of 5% to be paid twice per year from 2025 to 2033 (inclusive)

•

Midroog Ltd. rated the convertible debentures (Series G) at A2.il, stable rating outlook.

•

The Company’s equity according to its financial statements (audited or reviewed) will be no less than USD 600 million.

•

The ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed).

•

The equity to total balance sheet ratio in the Company’s standalone financial statements will be no less than 28% during two consecutive financial statements (audited or reviewed).

•

The ratio of net financial debt (consolidated) to EBITDA as of the calculation date (if any) will not exceed 17 during more than two consecutive financial statements (audited or reviewed). The debt attributed to the projects during the construction stage (including senior debt and mezzanine non-recourse loans) will not be included in that calculation.

•

The Company will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever.

•

The Company will not perform a distribution, as this term is defined in the Companies Law, including a buyback of its shares, except subject to cumulative conditions specified in the trust deed of the debentures.

•

Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1% above the interest rate which was determined in the first offering report of the debentures.