Ellomay Capital (ELLO) 20-F2023 FY Annual report (foreign)

Exhibit 4.24

Deed of Trust for Debentures (Series F)

Table of Contents

Deed of Trust

Of the 14^th day of January, 2024

52-003986-8

of 18 Rothschild Blvd., Tel Aviv

(hereinafter: the “Company”)

Of the first part;

51-070519-7

of 30 Sheshet HaYamim St., Bnei Brak

(hereinafter: the “Trustee”)

Of the second part;

Therefore, it was agreed, declared, and stipulated by and between the parties as follows:

As used in this Deed of Trust, the following terms shall have the respective meanings set forth beside them below unless otherwise stated expressly:

“Debentures (Series F)” or the “Debentures” or “Debentures in Circulation” or “Certificates of Undertaking” or “the Debentures Series” or “Series F”: Debentures (Series F) of the Company, registered by name, which will be issued according to the shelf offering reports by virtue of the Shelf Prospectus and/or by any other means by the Company, including via private issuance, from time to time, and that have not been fully paid or expired or cancelled and all subject to the provisions of this Deed of Trust. For the avoidance of doubt, it is clarified that the Debentures also include debentures which shall be issued by way of expanding the series of Debentures (Series F), and the Debentures stemming from the exercise of options exercisable into the Debentures (Series F) to the extent that such options will be issued and exercised.

“Meeting” or “Debenture Holders Meeting”: a meeting of Debenture Holders, including a class meeting.

“Deferred Debenture Holders Meeting”: a Debenture Holders Meeting that was deferred to another time than the one scheduled for opening the Meeting, as a legal quorum was not present at the end of half an hour after the time that was scheduled for the beginning of the Meeting.

“Stock Exchange”: the Tel-Aviv Stock Exchange Ltd.

“Collaterals”: Any pledge on assets, guarantee or any other undertakings that secure the undertakings of the Company towards the Debenture Holders whether given by the Company and/or any third party.

“Immediate Report”: A report of the Company that is submitted in accordance with the provisions of Section 35EE of the Securities Law, including the Securities Regulations (Periodical Reports and Immediate Reports of a Foreign Corporation), 5761-2001.

The “Shelf Offering Report”: the shelf offering reports in accordance with the provisions set forth in Section 23A(f) of the Law according to which, inter alia, the offering of the Debentures (Series F) shall be performed from time to time, and that will complete the entire specific details for that offering, including the composition of the offered units, in accordance with the provisions set forth in any law, in accordance with the bylaws and the Stock Exchange Regulations that are in effect from time to time and in accordance with the provisions of this Deed.

“Ordinary Resolution”: a resolution adopted at a Debenture Holders Meeting, convened in accordance with Sections 35L13 and 35L14(a) of the Law (whether in the original meeting or the adjourned meeting) by a majority of at least fifty percent (50%) of all votes of participants in the vote, without taking into account abstaining votes.

“Special Resolution”: a resolution adopted at a Debenture Holders Meeting, in which were present, by themselves of by proxies, the holders of Debentures who own at least fifty percent (50%) of the remaining nominal value of the Debentures (Series F) in circulation, or at a Deferred Debenture Holders Meeting, who were present in it by themselves or by proxies, and who hold twenty percent (20%) at least of the stated remainder, and which was adopted (whether in the original Meeting or the Deferred Debenture Holders Meeting) by a majority of those who hold at least two thirds of the remaining nominal value of the Debentures represented in the vote, without taking into consideration abstaining votes.

“Nominee Company”: Mizrahi Tefahot Nominee Company Ltd. or any other nominee company in its place, at the Company’s sole discretion, provided that all of the Company’s debentures are registered in the name of the same Nominee Company.

The “Companies Law”: the Companies Law, 5759-1999 and the regulations promulgated thereunder, as in effect from time to time.

The “Insolvency Law”: the Insolvency and Economic Rehabilitation Law 5778-2018 and the regulations promulgated thereunder.

The “Law” or the “Securities Law”: The Securities Law, 5728-1968 and the regulations according to it, as they shall be from time to time. It is clarified that as of the date of this Deed of Trust the Company reports according and is subject to the provisions of Chapter E.3 of the Law.

“Trading Day”: any day on which transactions are performed at the Stock Exchange.

“Business Day”: any day in which the majority of the banks in Israel are open for the purpose of performing transactions with the public.

“Magna”- the Electronic Proper Disclosure System of the Israel Securities Authority.

“Holder” or “Debenture Holder”: within the meaning of the term ‘holder’ in the Securities Law.

“Registry”: Registry of Debenture Holders as mentioned in clause 30 of this Deed.

“Trustee”: The First Trustee (as hereinafter defined) and/or anyone that shall serve from time to time as Trustee of the Debenture Holders according to this Deed.

The “First Trustee” Hermetic Trust (1975) Ltd. that shall serve as Trustee up to the date set forth in clause 3.4 hereafter.

“Office Holder”: as defined in the Companies Law.

“Principal”: the total nominal value of the Debentures in Circulation.

“Control” as this term is defined in the Law.

The “Deed” or “This Deed” or “This Deed of Trust”: This Deed of Trust and the amendments thereof, inasmuch as there shall be any, including the addendums and appendixes attached to it and that constitute a material and integral part hereof.

“Debenture Certificate”: The Debenture certificate the version of which is attached as the first addendum of this Deed of Trust.

The “Shelf Prospectus”: a shelf prospectus of the Company that was published in October 2020 as amended from time to time and that was extended until January 18, 2024.

Appointment of Trustee

Commencement of Term

Term of Office of the Trustee; Expiration of Term of Office of the Trustee, Resignation; Dismissal

Notwithstanding the aforesaid, the resolutions of Holders regarding the termination of the term of office of the Trustee and its replacement with another trustee shall be made in a Debenture Holders Meeting in which at least fifty percent of the remainder of the par value of the Debentures of the same series were present, and for the purpose of a Postponed Debenture Holders Meeting – provided that the Holders of no less than ten percent of the consideration as said attended such meeting, and also on the condition that the resolution was adopted by a majority of no less than seventy-five (75%) of the remainder of the par value of the Debentures that were in circulation at the time.

The Trustee’s Duties

The Trustee’s Powers

Any advice and/or opinion such as this can be given, sent or received by letter, telex, facsimile and/or any other electronic means for transferring information and the Trustee may act based on them, even if it turns out afterwards that errors occurred in them or that they were not authentic, unless it was possible to detect the errors or the lack of authenticity in a reasonable examination, provided that it has not acted negligently (apart from negligent exempt by law, as it shall be from time to time) and/or in bad faith and/or maliciously. It is clarified that the documents could be transferred, on the one hand, and that the Trustee is entitled to rely upon them, on the other hand, only where they are received clearly, and when they are legible. In any other case, the Trustee shall be responsible to request their receipt in a manner enabling their proper reading and understanding as stated.

Debentures purchased by the Company shall be revoked and delisted from trade on the Stock Exchange, and the Company shall not be entitled to re-issue them. In case the Debentures are purchased by the Company, the Company shall approach the Stock Exchange clearing house in a request to withdraw the Debenture Certificates purchased by it as stated.

Notwithstanding the provisions of this clause 5.2 above, the Company shall not be entitled to issue, whether by issuance to the public according to a prospectus, and whether in any other manner, additional Debentures of Series F, unless all of the terms set forth in Appendix 5.2 of this Deed have been fulfilled or after receiving the approval of the Debenture Holders Meeting at the majority required for the purpose of adopting a Special Resolution, provided that for the purpose of adopting the resolution, the legal quorum shall be determined in accordance with the provisions applying to an Ordinary Resolution.

For the avoidance of doubt it shall be clarified, that all of the provisions of the Deed of Trust that apply to the Debentures in Circulation shall apply to additional Debentures of Series F that shall be issued, as mentioned, and the existing Debentures of Series F and the additional Debentures of that series (as of the time of their issuance) shall constitute a single series for all matters and purposes, and the Deed of Trust shall also apply to all additional Debentures (Series F) as stated. For the avoidance of doubt, holders of additional Debentures of Series F, which shall be issued in a series expansion as mentioned, shall not be entitled to payment of any Principal and/or interest and/or any other payment that the record date for payment is prior to their date of their issuance. Subject to the provisions of any law and the Deed of Trust, the Trustee shall hold office as trustee for the Debentures (Series F), as they shall be from time to time in circulation, even in case of a series expansion, and the Trustee’s consent for his office as stated pertaining to the expanded series shall not be required.

The Company’s right to expand a series, as stated above, does not detract from the Trustee’s right to inspect the implications of an issuance as stated, and does not detract from the rights of the Trustee and/or the Debenture Holders in accordance with this Deed, including their right to make the Debentures (Series F) immediately repayable in accordance with the provisions of the Deed of Trust.

The Company hereby undertakes towards the Trustee and the Debenture Holders, until immediately after the final payment of the Debentures, and for as long as all the undertakings towards the Debenture Holders and the Trustee were not fulfilled according to this Deed, as follows:

Any report or information that shall be published by the Company in the Magna system shall be considered as a report or information or summons, as the case may be, which was given to the Trustee in accordance with the provisions of this clause. Notwithstanding the aforesaid, at the request of the Trustee, the Company shall transfer a printed copy of the report or information as mentioned.

It shall be clarified, that the confidentiality provisions in clause 20 hereinafter shall also apply to information given to the Trustee and/or his authorized representative and/or his agents, in accordance with the provisions of this clause 6.

Notwithstanding the aforesaid, the Company shall be entitled to create a floating charge on all of its assets as aforesaid in favor of a third party, in each one of the following cases:

It is clarified that the Company’s undertaking to not create a floating charge shall not apply to any of the following actions and pledges and that the Company has the right, at any time (subject to the restrictions according to any law and/or any other agreement that the Company is party to), to: (a) pledge its assets, including its rights, in whole or in part, by any other pledge except for a floating charge on all of its assets and rights, present and future, including, but not limited to, fixed pledges, including the creation of floating charges on specific assets, one or more, of the Company with respect to creating these charges (and bank accounts that can be pledged by a floating charge even without a fixed charge); (b) create a floating charge on all Company assets to guarantee the recycling (or re-recycling) of a loan guaranteed by a floating charge on all Company assets (and which met upon its creation, one or more of the conditions set forth in sub-clauses (1) to (3) above), provided that the debt guaranteed by the new pledge as stated shall not exceed the unpaid balance of the debt guaranteed by the original debt; and (c) pledge on assets or rights purchased (or which shall be purchased) in a way that they were pledged prior to their purchase.

It is clarified that the stated in this sub-clause does not limit the Company in selling its assets and/or its businesses (without detracting from the stated in clause 9.1 of this Deed of Trust and its provisions). It is further clarified, for the avoidance of doubt, that this clause cannot restrict the companies held by the Company (including subsidiaries and affiliates) from creating any charges, floating or fixed, on their assets, including on all of their assets.

The Company declares that as of the date of signing this Deed, there is no floating charge in favor of a third party on all of the Company’s assets and rights, present and future and the Company did not undertake to register and/or provide such a charge. As of the date of signing this Deed there are charges on the assets of the subsidiaries of the Company in the framework of project financing, pledges on deposits in the framework of hedging transactions, pledges on the rights of the Company by virtue of shareholders’ loans and capital notes in connection with the pumped storage project in the Manara Cliff in favor of the financing entities of the project as well as various pledges and assignment of right on a trust account and certain assets of the Company and of a limited partnership wholly-owned by the Company in connection with Ellomay Luzon Energy Infrastructures td. (formerly Dori Energy Infrastructure Ltd.), registered in favor of holders of the Company’s Debentures (Series E).

The Company undertakes that if it shall create a floating charge on all of its assets and rights, current and future, in accordance with the exceptions set forth above (i.e., sub-clauses (1) through (3) above), it shall notify the Trustee on the matter at least 3 Business Days prior to creating the charge, and shall specify in its notice the clause due to which the Company is entitled to create a pledge as stated and how it will act in connection with the aforementioned exceptions, i.e., calling a Debenture Holders Meeting, registering a parallel charge, etc. It is clarified that to the extent that any fixed charges and/or specific charges are registered with respect to the entire assets of the Company, this undertaking shall lose its effectiveness.

If and insofar as a floating charge shall be given to the Trustee for the Debenture Holders as a security, as mentioned in this clause above, the following provisions shall apply:

Without derogating from any right that the Trustee has according to any law, the Trustee shall be entitled to receive instructions with respect to the Manner of Enforcing the Collaterals also by a Special Resolution that shall be adopted in a Meeting, on the agenda of which is the giving of instructions to the Trustee regarding the Manner of Enforcing the Collaterals. The Meeting of the Debenture Holders as mentioned, shall be entitled to authorize a representing body of the Debenture Holders for advising the Trustee regarding the Manner of Enforcing the Collaterals.

Whenever the Company shall create a charge as mentioned in this sub-clause in favor of the Debenture Holders, and this is a charge that requires registration in the Registry of Charges managed at the Registrar of Companies for its perfection or any other registry as shall be required by any law, the charge shall be considered as legally registered only after the Company has furnished to the Trustee all the following documents, within 7 Business Days from the registration date of the charge:

To the extent that a floating charge is created on the entire assets and rights, current and future, of the Company in favor of the Debenture Holders and in favor of any third-party as stated in this clause above, the realization of the charge by the Trustee of the Debentures (Series F) or by the third-party shall not require the approval of the Trustee for the Debentures (Series F) or the third-party, as the case may be (hereinafter collectively: the “Parties”) or of any of the Holders of the Debentures (Series F) or the third-party, as the case may be, or the delivery of advance notice to the other Parties regarding the intention to act in the said manner. To the extent that the third-party commences with the procedure for the realization of the charge, the Company will notify the Trustee about the same within two (2) Business Days after the Company receives information in connection therewith.

To the extend a floating charge will be registered for the benefit of the Debenture Holders pari passu with the third party as stated above in this clause, the Company undertakes to publish within the framework of the first publication of its financial results published after the registration of the charge, the following data: a. the balance sheet value of all of the Company’s assets that are pledged by a fixed pledge and such value of all of the assets of the Company that are pledged with a floating charge; b. the balance sheet value of all of the non-pledged assets of the Company; c. the aggregate liabilities of the Company that are backed by pledged assets; and d. the aggregate liabilities of the Company that are not backed by pledged assets. To the extent that the Company will request the consent of the Debenture Holders for the creation of the aforementioned charge for the third party only as set forth in this clause above, the Company undertakes to publish the aforementioned data on the date of publication of the Immediate Report on the convening of the Meeting. In any event of registration of a floating charge as set out in this clause above for the benefit of the Trustee for the Debenture Holders and following publication of the first financial results as aforesaid, and for as long as the charge in favor of the Trustee for the Debenture Holders is registered, the Company undertakes to publish the aforementioned data within the framework of all publication of financial results of the Company.

An office holder (a receiver or any other office holder appointed for the purpose of realizing the charge) who will be appointed at the request of any of the Parties, may be appointed as an office holder for all the Parties. The Trustee shall be entitled to join a proceeding that will commence by any of the other Parties, at his discretion or following a decision adopted in the meeting of the Holders of the Debentures (Series F). The Company will provide to the Trustee the contact information for each of the Parties for the purpose of delivery of realization notices as said immediately after receiving the first request of the Trustee.

If it is decided by the Stock Exchange to delist the Debentures (Series F) from trade as the value of the series has decreased from the sum that was determined in the Stock Exchange instructions regarding delisting from trade, the Company shall allow early redemption as mentioned of the series due to the delisting from trade of the Debentures as mentioned above, and it shall act as follows:

The Company shall be entitled to perform early redemption, full or partial, of the Debentures (Series F) and this is at its sole discretion commencing on the end of 60 days from the date on which the Debentures (Series F) were listed for trade, and in this case the following provisions shall apply, all subject to the instructions of the Israeli Securities Authority and the provisions of the Stock Exchange regulations and the instructions pursuant thereto, as they shall be at the relevant time:

For this matter, “quarter” means each of the following periods: January – March, April – June, July – September, and October- December. The minimal scope of each early redemption shall not be less than 1 million NIS.

Notwithstanding the aforesaid, the Company shall be entitled to perform an early redemption at a scope which is less than 1 million NIS provided that the frequency of redemptions shall not exceed one redemption per year.

If an early redemption is scheduled in a quarter in which payment of interest is also scheduled, or payment of partial redemption or payment of final redemption, the early redemption shall be performed at the time that was scheduled for payment as mentioned. Notwithstanding the foregoing, a final redemption can be performed during a quarter event if interest was paid or a partial redemption was made during the quarter.

The early redemption date shall not apply in a period between the record date for the payment of interest for the Debentures and the date of actual payment of interest.

The Company shall publish, in the aforementioned Immediate Report, the sum of the Principal that shall be repaid in the early redemption and the interest that has accumulated for it until the date of the early redemption in accordance with the provisions in clause 8.2.5 hereinafter. Upon making a partial early redemption, the Company shall pay the Holders of Debentures (Series F) the interest accumulated for the part paid by partial redemption, and not for the entire non-paid balance of the Debentures’ Principal.

For this matter: “Government Debenture Yield” means the weighted average return (gross) for redemption, in a period of seven Business Days, that ends two Business Days prior to the date of notice of early redemption, of two series of NIS governmental debentures that are not linked to the index with an average duration closest to the average duration of the Debentures (Series F) at the relevant time, i.e., one series with the closest duration higher than the duration of the Debentures (Series F) at the relevant time, and one series with the closest duration lower than the duration of the Debentures (Series F) at the relevant time.

For example: if the average duration of government debenture A is four (4) years, the average duration of government debenture B is two (2) years and the average duration of the balance of cash flow for the Debentures (series F) up for early repayment (Principal with the addition of interest) is three and a half (3.5) years, the weighted average yield of the government debentures will be calculated as follows:

4x + 2(1-x) = 3.5

Where:

x – weight of the yield of government debenture A

(1-x) – weight of the yield of government debenture B

According to the calculation in the example specified above, the annual yield of government debenture A will be weighted at the rate of seventy five percent (75%) from the “yield” and the annual yield of government debenture B will be weighted at a rate of twenty five percent (25%) of the “yield”.

Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to the motions or orders that were filed or granted, respectively, by the Company or with its consent.

For this matter, “most of the Company assets” –assets with a balance sheet value which exceeds 50% of the total consolidated assets of the Company, in accordance with its recent consolidated financial statements or its recently published consolidated financial results.

Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders filed or given, respectively, by the Company or with its consent.

Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders that were filed or given, respectively, by the Company or with its consent.

For this matter, “Sale of the Majority of the Company’s Assets” – as this term is defined hereinafter.

For the avoidance of doubt, a transaction as stated which is the result of a change in legislation and/or regulatory requirement and/or inheritance (including a will), when for the matter of changes in legislation and regulation – provided that the Company acts to the best of its efforts to avoid a result as stated shall not be deemed as Transfer of Control. If the conditions set forth above in this clause are fulfilled in the aggregate, the Company shall submit an Immediate Report of this.

For the avoidance of doubt, it is hereby emphasized and clarified that any application of the Company to the holders of any series of debentures of the Company, in whole or in part, in an offer to purchase from them the debentures that they hold for cash or by way of the issuance of substitute debentures shall not give rise to grounds for immediate repayment of the Debentures in accordance with this clause 9.

For the avoidance of doubt, it is clarified that the right to declare the Debentures immediately repayable as mentioned above and/or declaring the Debentures immediately repayable and/or for realizing pledges cannot derogate from or injure any other or additional remedy that the Debenture Holders (Series F) have or that the Trustee has according to the terms of the Debentures and the provisions of this Deed or according to the law, and failure to declare the debt immediately repayable upon the occurrence of any of the cases set forth in clause 9.1 of the Deed, shall not constitute any waiver whatsoever of the rights of the Holders of Debentures or the Trustee as stated.

In this clause:

“Material Asset” means: an asset or several assets cumulatively, whose aggregate book value exceeds 37% of the total consolidated assets of the Company according to its last consolidated financial statements or its last consolidated financial results that were published.

“Financial Statement” means: the consolidated financial statements or consolidated financial results of the Company that were published before the time of the event.

“Material Debt” or a “Material Series of Debentures” shall mean: a debt or a number of cumulative debts of the Company whose balance, or a series of debentures that is not traded on any trading platform, whose balance of liability value is in an amount constituting 18% of the Total Adjusted Balance Sheet of the Company, according to the financial statements of the Company, or a debt or a number of cumulative debts of a consolidated company whose balance, or a series of debentures of a consolidated company, whether or not traded in any stock exchange, whose balance of liability value are in an amount constituting 35% of the Total Adjusted Balance Sheet of the Company. It is clarified that a debt or a series of material debentures, of the Company or of the consolidated company, that are a non-recourse debt, i.e., a debt without a right of recourse towards the Company, or a project debt, shall not be deemed as a debt or as a series of material debentures, as the case may be. For the purpose of this definition, the term “Total Adjusted Balance Sheet of the Company” shall mean the total balance sheet of the Company, net of a debt or a Material Series of Debentures, of the Company or the consolidated company, that are non-recourse debt, i.e., a debt without a right of recourse to the Company, or a project debt.

“Sale of the Majority of the Company’s Assets” means the sale of an asset or a combination of assets of the Company or of the consolidated companies in its financial statements to a third-party, over a period of 18 consecutive months, with a value, after deduction of assets purchased by the Company or by the consolidated companies in its financial statements during the same period of 18 consecutive months, which exceed the rate of 50% of the consolidated Company assets, according to its last financial statements published. Notwithstanding the foregoing, the sale of assets at a rate greater than 50% as said, shall not be deemed as a breach, provided that in accordance with the notice of the Company the Company undertakes that the consideration is intended for the purchase of an asset (other than an asset of consolidated companies) or an additional investment, including an investment in consolidated companies, and all within the sphere of activity of the Company as stated in clause 9.1.8 above, and that the said purchase or investment as said will be completed during a period that will not exceed 36 months from the date of the Company’s notice.

Any intake which shall be received by the Trustee, except for its fees and the payment of any debt towards it, in any manner, including but not only as a result of declaring the Debentures immediately payable and/or as a result of proceedings that it shall institute, if it shall institute proceedings, inter alia, against the Company, shall be held by it in trust and shall serve for the purposes according to the order of priority of creditors as follows:

First – for the payment of any debt for the fees of the Trustee and its reasonable expenses; second – for the payment of any other debt according to undertakings to indemnify (as this term is defined in clause 26 hereafter); third – for paying the Debenture Holders who paid payments according to clause 26 hereafter; fourth – for paying the Debenture Holders interest in arrears and default in interest in arrears due to them according to the terms of the Debentures, pari passu and in a proportionate manner to the sum of the interest that is delayed that is due to each of them without preference or right of priority regarding any of them; fifth – for paying the Debenture Holders for the default in paying the Principal, due to them in accordance with the terms of the Debentures, pari passu and relative to the amount of the Principal in delay which is due to each of them, without preference or right of precedence regarding either of them; sixth – for paying the Debenture Holders the amounts of the interest that are due to them according to the Debentures held by them pari passu, the payment date of which has not yet arrived and in a proportionate manner to the sums due to them, without any preference with respect to priority in time of issuing the Debentures by the Company or in any other manner; seventh – for paying the Debenture Holders the debt of amounts of the Principal which are due to them in accordance with the Debentures which are held by them pari passu, which payment date has not yet arrived and relative to the amounts which are due to them, without any preference pertaining to the precedence in time of issuing the Debentures by the Company or otherwise; and eighth – the surplus, if such shall exist, the Trustee shall pay the Company or to its substitutes, as the case may be.

Withholding tax shall be deducted from the payments to the Debenture Holders, insofar as there is a duty to deduct it according to any law.

The Debenture Holders Meeting is entitled to determine in a resolution in a special majority that the Company shall transfer to the Trustee a sum (or part of it) that is designed for a certain payment on account of interest and afterwards certain payment on account of the principal for the Debentures for the finance required for matters that were determined in the Meeting as mentioned (the “Finance Sum”), and provided that such resolution was adopted before the record date determining the entitlement of the Debenture Holders to receive the Principal or interest as mentioned.

If a resolution of the Meeting was adopted as mentioned above, the following provisions shall apply, unless the Company shall transfer to the Trustee, before the record date as mentioned above, a sum equal to the Finance Sum and this not out of the specific payment as mentioned above:

The aforesaid does not release the Company from its liability to pay costs and fees as mentioned where it is liable to pay them according to this Deed and/or according to the law.

All funds which the Trustee is entitled to invest in accordance with this Deed, shall be invested by it, in a banking corporation in Israel which was rated by a rating company at a rating that is no less than AA of Standard & Poor’s Maalot Ltd. or an equivalent rating by another rating company, in its name or payable to it, at its discretion, in Israeli government debentures or daily NIS banking deposits as it shall see fit, all subject to the terms of this Deed of Trust and the provisions of any law, and provided that any investment in securities shall be in securities rated by a rating company as said, at a rating that is no less than AA by Standard & Poor’s Maalot Ltd. or an equivalent rating. It shall be clarified, that apart from Israeli government debentures or banking deposits as set forth in this clause, the Trustee shall not perform an investment in other securities. If the Trustee has done so, it shall not owe to the persons eligible for those amounts anything other than the consideration received from realizing the investment, with the deduction of its fees and expenses, commissions and expenses related to the stated investment and the management of the trust accounts, commissions and with the deduction of the mandatory payments applying to the trust account, and with regards to the remaining funds the Trustee shall act in accordance with the provisions of this Deed, as the case may be.

Subject to the provisions of the Law and the restrictions imposed on the Trustee in the Law the fulfillment of the Trustee’s duties according to this Deed of Trust, or its status as Trustee, shall not prevent it from entering into different contracts with the Company or from performing transactions with it in the ordinary course of its business.

Subject to giving the Company advance notice, and provided that the Trustee does not believe it shall injure the rights of the Debenture Holders, the Trustee shall be entitled to appoint agent(s) that will act in its place, whether attorneys or others, in order to do or participate in the performance of special actions that must be performed with respect to the trust and to pay reasonable fees to any agent as stated, and without derogating from the generality of the aforesaid instituting legal proceedings or representing in the Company’s merger or split proceedings.

The Company shall be entitled to oppose an appointment as stated in case the agent is a competitor, whether directly or indirectly, with the Company’s business (including companies consolidated in its financial statements) and/or in case the agent is, directly or indirectly, in a state of conflict of interests between his appointment and his position as agent and his personal interests, his other positions or his affinity to the Company and to corporations in its control, provided that a notice regarding the Company’s objection as stated, which includes detailed reasonable reasons, has been given to the Trustee no later than seven (7) Business Days from the day on which the Trustee has given the Company a notice regarding its intention to appoint an agent as stated. It is clarified, that the appointment of an agent as stated shall not detract from the Trustee’s responsibility for its actions and its agents’ actions. In addition, the Trustee shall be entitled to pay, at the Company’s expense, the reasonable fee of any such agent, and the Company shall repay the Trustee upon its request any such expense, provided that prior to appointing an agent as stated, the Trustee shall notify the Company in writing regarding the appointment, in addition to details about the agent’s fees and the purpose of his appointment, and under the circumstances the cost of the agents’ fees does not exceed reasonable and acceptable limits (it is emphasized that to the extent that a notice to the Company as said harms the rights of the Debenture Holders the Trustee shall be entitled not to deliver any notice to the Company). It is clarified, that publishing the results of a resolution by the Debenture Holders regarding the appointment of agents shall constitute giving notice as stated. For the avoidance of doubt, the Company shall not repay to the Trustee the agent’s fees or expenses if he has been present in Debenture Holders’ Meetings on behalf of the Trustee, or of an agent who has fulfilled the regular actions which the Trustee is required to perform pursuant to this Deed of Trust, whereas the performance of these actions is included in the fee which the Trustee receives from the Company in accordance with the provisions of clause 23 above. For the avoidance of doubt, in case of declaring the Debentures immediately repayable, the actions which the Trustee shall be required to take in this regard shall not be considered as regular actions which the Trustee must perform pursuant to this Deed of Trust for the purpose of this clause. It shall be clarified, that the objection of the Company to appoint a certain agent who was appointed at a Holders meeting, shall not delay the beginning of employment of the agent, insofar as the delay might damage the rights of the Holders.

And on the condition that:

Even in case it shall be claimed against the Persons Entitled to Indemnification that they are not entitled to indemnification for any reason whatsoever, the Holders or the Company, as the case may be, shall be obligated to pay to the Persons Entitled to Indemnification , upon their first demand for the payment of the sum that is due to them in connection with the “Indemnification Undertaking”. In the event that it shall be determined in a peremptory judicial decision that the Persons Entitled for Indemnification do not have the right to be indemnified, the Persons Entitled for Indemnification shall return the sums of the Indemnification Undertaking that were paid to them.

The undertaking to indemnify in accordance with this clause 26.1 shall be referred to as the “Indemnification Undertaking.”

The Trustee shall be entitled to determine the amount of the ‘Finance Cushion’ and shall be entitled to act for the purpose of creating another cushion as said, from time to time, for an amount to be determined by the Trustee.

After the regulations regarding the deposit deposited by the Company in favor of the Debenture Holders are amended pursuant to the provisions of Section 35E1 of the Securities Law, the deposit shall be used in lieu of the Finance Cushion and the Trustee shall be entitled to request from the Company from time to time to renew the deposit.

The “Relative Share” means: the relative share of the Debentures which the Debenture Holder held at the relevant record date as mentioned in clause 26.5 hereafter of the total nominal value of the Debentures in Circulation at that time. It is clarified that the calculation of the relative share shall remain fixed even if after that time a change shall occur in the nominal value of the Debentures held by the Debenture Holder.

Convening a Meeting of the Debenture Holders, the manner of conducting it and different terms regarding it, shall be in accordance with the second addendum.

The only court that shall be competent to hear matters connected to the Deed of Trust and its appendixes shall be the competent court in Tel Aviv – Jaffa.

Without derogating from the other provisions of this Deed of Trust, and of the Debentures, any waiver, extension, discount, silence, avoidance from action (“waiver”) by the Trustee concerning the default or partial performance or incorrect performance of any undertaking towards the Trustee or towards the Debenture Holders according to this Deed and the Debenture, shall not be considered as a waiver by the Trustee of any right, but rather as a consent limited to this certain waiver and it shall apply only with respect to the specific time in which it was given and it shall not apply to other times or to other waivers.

Without derogating from the other provisions of this Deed of Trust and the Debenture, any reduction of undertakings towards the Trustee, that were set forth in this Deed or that were made according to it, including waiver, requires receiving the Trustee’s consent in advance and in writing and no other consent shall be valid, whether verbal or by conduct regarding such reduction.

The Trustee’s rights according to this agreement are independent from each other and they are in addition to any right that currently exists and/or that the Trustee shall have according to law and/or other agreement.

The parties’ addresses shall be as set forth in the preamble of this Deed, or any other address in respect to which a notice shall be given according to clause 27 above, to the other party. The addresses of the Debenture Holders shall be as mentioned in the Registry or as shall be delivered by them by notice according to clause 27 above.

In accordance with the provisions of the Securities Regulations (Signature and Electronic Reporting), 5763- 2003, the Trustee hereby authorizes the party authorized for this on behalf of the Company, to electronically report to the Securities Authority of this Deed of Trust, the engagement and the signature thereon inasmuch as it is required by law.

[signature on a separate page]

And in witness whereof the parties have signed:

I the undersigned Odeya Brick-Zarsky, Adv. Confirm that this Deed of Trust was signed by Ellomay Capital Ltd. Via Messrs. Shlomo Nehama and Ran Fridrich and their signature binds Ellomay Capital Ltd. With respect to this Deed of Trust for all intents and purposes.

I, the undersigned, Chen Cohen, Adv., hereby confirm that this Deed of Trust was signed by Hermetic Trust (1975) Ltd., by Merav Ofer, and her signature binds Hermetic Trust (1975) Ltd. In connection with this Deed of Trust for all intents and purposes.

Ellomay Capital Ltd.

First Addendum
Debentures (Series F)

The issue of a series of registered Debentures (Series F), registered by name, bearing annual interest at a rate of 5.5%, non-linked (principal and interest), payable in 4 non-equal annual installments on March 31 in each of the years 2027 to 2030 (inclusive) as follows: in each of the principal payments in the years 2027 and 2028 a rate of 30% of the principal will be paid, in the principal payment in the year 2029 a rate of 25% of the principal will be paid and in the principal payment in the year 2030 a rate of 15% of the principal will be paid. The interest on the Debentures (Series F) shall be paid twice a year, on March 31 in each of the years 2024 to 2030 (inclusive) and on September 30 of each of the years 2024-2029 (inclusive) starting from March 31, 2024 and until the final payment date of the Debentures (Series F) on March 31, 2030.

Debentures (Series F) Registered in the Name

Number ____

Nominal value in NIS _________

Signed by the Company on ____________

______________

Ellomay Capital Ltd.

By its authorized signatories:

Director: _____________________ Director: ____________________

The terms set out on the Back of the Page

In this Debenture the terms in clause 1.4 of the Deed of Trust shall have the meaning given to them there, unless expressly provided otherwise.

The Debentures do not include any collaterals or pledges and include an undertaking for negative pledge as set forth in clause 7.4 of the Deed of Trust, and an undertaking to meet the financial covenants and restrictions in connection with the distribution, as such term is defined in the Companies Law and as detailed in Appendix 6.2 of this Deed.

The principal of the Debentures (Series F) shall be paid in four (4) non-equal annual installments on March 31 in each of the years 2027 to 2030 (inclusive) as follows: in each of the principal payments in the years 2027 and 2028 a rate of 30% of the principal will be paid, in the principal payment in the year 2029 a rate of 25% of the principal will be paid and in the principal payment in the year 2030 a rate of 15% of the principal will be paid.

The interest for the unpaid balance of the Principal of the Debentures (Series F) shall be paid in semiannual payments: on March 31 in each of the years 2024-2030 (inclusive) and on September 30 in each of the years 2024-2029 (inclusive). The first payment of interest for the Debentures (Series F) shall be paid on March 31, 2024, and the last payment of interest shall be paid on March 31, 2030 (along with the last payment for the return of the Principal of the Debentures (Series F)) in exchange for delivering the certificates of the Debentures (Series F) to the Company. The payments of interest shall be paid for the period of time beginning on the first day after the end of the previous interest term, and shall end on the date of paying the relevant interest payment, apart from the payment of the first interest payment, which shall be made on March 31, 2024, which shall be paid for the period that begins on the first Trading Day after the day of the tender regarding the Debentures (Series F) and ending at the stated date of payment (the “First Interest Term”), and shall be calculated based on the number of days in the aforementioned period on the basis of 365 days per year. The interest rate which shall be paid for a certain interest term, apart from the First Interest Term, shall be calculated as the annual interest rate divided by 2 (hereinafter: the “Semi-Annual Interest Rate”). Within the framework of the Immediate Report that the Company will provide on the results of the offering, the Company will notify of the annual interest rate, the Semi-Annual Interest Rate and the interest rate that will be paid for the First Interest Term.

Without derogating from the provisions of clause 9.1.13 of the Deed of Trust, the interest rate which the Debentures shall bear shall be adjusted due to failure to meet the financial covenants set forth in clauses 2(b), 3(b) and 4(b) of Appendix 6.2 of the Deed of Trust, at the times set forth in this clause, as specified hereinafter:

The interest and the Principal of the Debentures (Series F) are not linked to the index or to any currency.

If the date of payment of any payment of Principal and/or interest falls on a day which is not a Business Day, the date stipulated shall be deferred to the next Business Day after it without any additional payment and the “Record Date” for the purpose of determining entitlement to redemption and to interest shall not change as a result.

For any payment on account of the Principal and/or interest, which shall be paid in arrears exceeding seven (7) Business Days from the effective day for its payment according to the terms of the Debentures (Series F) for a reason dependent on the Company, the Company shall pay the Debenture Holders interest in arrears (calculated pro rata for the period after the date scheduled for payment until the actual date of payment). “Interest in Arrears” shall mean additional annual interest at a rate of 3.75% which shall be added to the annual interest rate which the Debentures (Series F) shall bear at that time. The Company shall notify of the exact interest rate that will be paid, that will include the interest in arrears plus the annual interest and of the date of payment as mentioned in an Immediate Report and at least two (2) Trading Days before the actual payment date.

With respect to avoiding payment for any reason that is not dependent on the Company, while the Company could have paid it fully and timely, the provisions of clause 15 of the Deed of Trust shall apply and which are included in this addendum by reference.

With respect to the registry of Debenture Holders, the provisions of clause 30 of the Deed of Trust shall apply and that are included in this addendum by reference.

In the event a Debenture certificate shall become worn out, shall be lost or shall be destroyed, the Company shall be entitled to issue a new Debenture certificate in its place, and this is under the same conditions with respect to proof, indemnification and covering the reasonable costs incurred by the Company for clarifying regarding the ownership right of the Debentures, as the Company shall see fit, provided that in the event of the certificate becoming worn out, the worn out Debenture certificates shall be returned to the Company before a new certificate is issued. Levies and other expenses involved in issuing the new certificate, insofar as existing, shall apply to the person requesting such certificate.

With respect to early redemption of the Debentures, the provisions of clause 8 of the Deed of Trust shall apply and which are included in this addendum by reference.

With respect to the purchase of Debentures by the Company or by an Affiliated Holder, see the provisions of clause 4 of the Deed of Trust which are included in this addendum by reference.

With respect to a waiver, settlement and changes in the terms of the Debentures, the provisions of clause 28 of the Deed of Trust shall apply which are included in this addendum by reference.

With respect to the general meetings of the Debenture Holders, they shall be convened and conducted in accordance with the provisions of clause 31 of the Deed of Trust which are included in this addendum by reference.

For this matter see clause 16 of this Deed.

With respect to immediate repayment of the Debentures, the provisions of clause 9 of the Deed of Trust shall apply and which are included in this addendum by reference.

With respect to notices, the provisions of clause 27 of the Deed of Trust shall apply and which are included in this addendum by reference.

Appendix 3
Roles of the Trustee

Ongoing Duties

Special Duties

Appendix 5.2
Conditions for Expanding the Series of Debentures

The conditions for expanding the series of Debentures (Series F), which are required to be met in full for the purpose of the expansion, are as follows:

The Company shall deliver to the Trustee, no later than 2 Business Days prior to holding the tender for classified investors, to the extent that the Company will hold an institutional tender as said), holding the tender to the public (to the extent that the Company does not hold an institutional tender) or the performance of the expansion of the series (to the extent that the expansion is performed by a private placement) a written approval signed by a senior financial officer in the Company regarding the existence of all of these terms including calculations, all in a format to the Trustee’s satisfaction. The Trustee may rely upon an approval as stated and shall not be required to perform an additional inspection on its behalf.

It is clarified that the Company’s undertaking as mentioned in this appendix shall apply only with respect to additional issues of the Debentures (Series F) by way of expanding the series, and not with respect to issuing other series of debentures in circulation existing at that time by way of expanding the series or with respect to issuing other new securities, whether these are rated or not, including by way of a prospectus, a shelf prospectus, a shelf offering report and a private placement.

Appendix 6.2
Financial Covenants and Undertakings

Financial Covenants

As long as Debentures (Series F) exist in circulation (in other words as long as they were not paid in full in any manner, including by way of self-purchase and/or early redemption), the Company undertakes (for the duration of the Review Period, as defined hereafter) as follows:

In this appendix the following terms shall have the meaning set beside them:

“Net Cap” means – the Adjusted Balance Sheet Equity of the Company according to its last consolidated annual financial statements or last consolidated quarterly financial results published before the day of calculation, with the addition of the Net Financial Debt.

“Adjusted Balance Sheet Equity” means – the consolidated equity according to the international finance reporting standards (IFRS), excluding changes in the fair value of hedging transactions of electricity prices and interest, and including: (1) minority rights, (2) loans, capital notes and deferred liability notes (principal and not interest) that, according to their terms, are inferior to the rights of the Debenture Holders (Series F) so that the principal shall not be repaid until after the full and final payment of the Debentures (Series F), and (3) shareholders’ loans (principal and not interest) that, according to their conditions, are inferior to the rights of Holders of Debentures (Series F). For the purpose of this clause, shareholders’ loans, loans, capital notes and deferred liability notes shall be considered as inferior to the Debentures only if according to their terms – (a) their repayment shall be conditioned on the fact that immediately upon the actual repayment the Company shall meet the financial covenants pertaining to the performance of a distribution; (b) in case of declaring immediate repayment of the Debentures (Series F) or in case of liquidation, they shall be repaid (principal and interest) only after the complete repayment of the Debentures (Series F) and (c) on the condition that they shall not in an amount higher than 20% of the equity balance of the Company at the time.

“Net Financial Debt” - short term and long term debt from banks with the addition of debt towards holders of debentures that the Company or a subsidiary issued and other interest-bearing financial obligations provided by entities engaging in the provision of credit, with the exception of: (1) financing of projects, including hedge transactions in respect of such financing as said, whether in the level of the Company or in the level of subsidiaries of the Company or associate companies of the Company or of the subsidiaries of the Company (it is clarified that within the framework of the calculation of the financing of projects the Company also includes shareholders' loans that are provided for the purpose of financing projects, from the Company or from third-parties); (2) options exercisable into the shares of the Company; (3) preferred shares, to the extent that these cannot be redeemed by the holders, and there are no conditions in which the Company is required to perform redemption however only redemption subject to the sole discretion of the Company; (4) ‘lease agreement’ undertaking presented according to the IFRS 16 reporting standard; and (5) other financial instruments whose redemption is subject to the sole discretion of the Company and do not include a mechanism that enables the entity that provided the funds to make an early repayment or immediate repayment; and all with deduction of the cash and cash equivalents, short-term investments, deposits, financial funds and negotiable securities, to the extent that these are not restricted (with the exception of a restriction for the purpose of securing any financial debt according to this definition); and all according to the annual consolidated financial statements of the Company or the consolidated quarterly financial results of the Company. In the event the calculation result of the Net Financial Debt is negative, the Company is considered and will be considered to have fulfilled the covenants based on the Net Financial Debt.

“Adjusted EBITDA” means – earnings before financing expenses, net, taxes, depreciation and amortization, where the revenues incomes from the Company’s operations, for example for the Talmei Yosef project, are calculated in accordance with the fixed asset model and not in accordance with the financial asset model (IFRIC 12), and neutralizing expenses for share-based payment, when the data of assets or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual Gross Up. The Adjusted EBITDA shall be calculated in accordance with the data of the four quarters prior to the time of the test, cumulatively, in accordance with the Company’s consolidated annual financial statements or its consolidated quarterly financial results.

“Annual Gross Up” shall mean the division of the Adjusted EBITDA by the number of days in the period commencing on the Commercial Operation Date or on the purchase date, as the case may be, and ending on the test date, multiplied by 365.

“Commercial Operation Date” – regarding projects for the construction of electricity production facilities owned by the Company (in whole or in part): the date in which the construction of the project was completed and the project started providing electricity produced therein to the relevant power grid; regarding systems under commercial operation that were purchased by the Company (in whole or in part): the date of their purchase.

The test of the Company’s meeting each of the financial covenants in respect of each quarter shall be performed upon publishing each financial statements or each financial results, as the case may be, when in each of the stated reports, the Company shall state its meeting or its failure to meet each of the financial covenants, including the numerical data.

As long as the Debentures (Series F) have not yet been fully paid, the Company undertakes to inform the Trustee by a written notice signed by a senior financial officer in the Company with a calculation of each of the financial covenants, all in a format to the Trustee’s satisfaction, within 10 Business Days after publishing any financial statement or financial results of the Company, regarding its meeting the terms of clauses [2] to [4] above. The Trustee may rely on the Company’s confirmation and it shall not be required to perform another examination.

If it turns out that according to the financial statements or the financial results, the Company did not meet any of its undertakings mentioned in sub-clauses [2] to [4] above (including), and its failure to fulfill its undertakings as mentioned continued during the periods as stated in clauses [2](a), [3](a) or [4](a) above (as the case may be: the “Review Period”), then the provisions of clause 9.1.13 of the Deed of Trust shall apply. It is clarified that for the purposes of clause 9 of the Deed of Trust, the date in which the cause for calling for immediate repayment arises, shall be deemed as the publication date of the financial statements (as such term is defined in clause 9 of this Deed) that are relevant to the last date of the Review Period.

Compliance by the Company with any of the financial covenants set forth in clauses [2]-[4] above, shall be calculated according to the accounting standard that applies to the Company in accordance with the financial results for September 30, 2023 (hereinafter: the “Previous Accounting Principles”). The Company shall publish in the framework of publishing its annual financial statements or financial results, as the case may be, the figures on which it based the calculation of the ratio of Net Financial Debt to Net Cap and the data on which it has based the calculation of the Adjusted EBITDA.

If there shall be a Material Change to the Generally Accepted Accounting Principles and/or regulatory changes pertaining to the Previous Accounting Principles, or in the event that the Company adopts voluntarily an accounting standard and the adoption of the said standard causes a Material Change, the relevant tests in this Appendix 6.2 above shall be implemented in accordance with the financial statements (as they are defined in clause 9 of the Deed of Trust) prepared in accordance with the Previous Accounting Principles, ignoring the changes as stated, and the Company shall furnish to the Trustee, upon transferring the approval of its meeting the financial covenants as stated in this clause above, in each quarter, a report of adjustment to the accounting principles applying to the Company in accordance with the Previous Accounting Principles, all in a format to the Trustee’s satisfaction. In the event of a change as said, the Company shall include in the financial statements (as such term is defined in clause 9 of this Deed) the data that the Company used for the purpose of substantiating the calculation of the financial covenants set out in clauses [2] to [4] (including) above (pro forma report).

For the purpose of this clause, “Material Change” – means a change of at least 5% cumulatively, pertaining to all changes in accounting standards and regulation which have applied, between the relevant standard as stated, as of the date of the financial statements, as it shall be calculated in accordance with the Generally Accepted Accounting Principles which shall apply to the Company at the time of the financial statements, and between the relevant standard, as of such date, as it shall be calculated in accordance with the Previous Accounting Principles.

Undertakings Pertaining to Distribution

As long as Debentures (Series F) shall exist in circulation (in other words as long as they were not fully paid, including by way of a self-purchase and/or early redemption), the Company shall be entitled to perform a distribution (as this term is defined in the Companies Law) including the distribution of dividends, to its shareholders at any time, provided that in any event of such distribution all following conditions are met: (a) the Adjusted Balance Sheet Equity of the Company according to its financial statements (as such term is defined in clause 9 of this Deed), after such distribution, shall not be less than 94 million Euros, (b) the ratio of Net Financial Debt to Net Cap shall not exceed 58% after performing the distribution; (c) the ratio of Net Financial Debt to Adjusted EBITDA after performing the distribution shall not exceed 9; (d) the Company shall not distribute more than 60% of the profit appropriate for distribution, according to the Financial Statements of the Company; (e) the Company shall not distribute a dividend on the basis of revaluation profits which were not yet realized (for the avoidance of doubt, negative goodwill shall not be considered as revaluation profit); (f) the Company meets all its material undertakings to the Debenture Holders in accordance with the provisions of this Deed; (g) at the time of the distribution as well as after the distribution there is no cause for immediate repayment; and (h) no distribution shall be performed as long as a “warning sign,” as such term is defined in the Securities Regulations (Periodic and Immediate Reports), 5730-1970, exists.

It shall be clarified that in case of adopting a plan for repurchase of shares by the Company, the Company shall be required to meet the conditions set forth above upon adopting the repurchase plan and with regards to the scope of the plan in its entirety and no additional check shall be performed of meeting any of the aforementioned conditions in any case of performing a purchase under the plan adopted as stated.

It is hereby clarified, that any amount not actually distributed in a certain calendar year, out of the maximal amount for distribution which the Company was entitled to distribution in accordance with the stated in this sub-clause above, shall accumulate to the Company’s credit, which shall be entitled to distribute it at later times and until the full repayment of the Debentures, all subject to the provisions of Section 302 of the Companies Law and subject to its meeting the full limitations of distribution set forth in this appendix above.

No later than five Business Days after a decision is made regarding the distribution as mentioned, the Company shall transfer to the Trustee confirmation signed by a senior financial officer in the Company, regarding the Company meeting the limitations in this paragraph including detailed calculations, all in the format to the Trustee’s satisfaction. The Trustee may rely on the Company’s confirmation and shall not be required to perform an additional examination on its behalf.

Except as set forth in this clause, the Company declares that as of the date of signing this Deed of Trust, it is not aware of any restrictions that could affect its ability to perform a distribution in the future or to perform a repurchase of its shares, except for legal general restrictions that apply to performing distributions in the Companies Law and except for restrictions that apply to the Company by the Deeds of Trust regarding the Debentures (Series C, D and E) of the Company. Therefore, as long as the Company satisfies the conditions for the performance of the distribution, distributions shall be performed (to the extent that distributions will be performed) at the sole discretion of the Company and for any reason that the Company will see fit.

It shall be clarified, that for the purpose of inspecting the Company’s meeting the terms set forth in this clause, the provisions stated in this appendix above regarding the change in accounting standards shall apply.

Undertakings Pertaining to Transactions with Controlling Parties

Until the full and final repayment of the Debentures (Series F), to the extent that the Company shall fail to meet any of the financial covenants set forth in clauses [2](a), [3](a) or [4](a) above, and so long as that failure has not been remedied, without taking into consideration the Review Period (as such term is defined in sub-clause [5] of this annex) in connection with the said financial covenants, the Company shall not be entitled to enter into new transactions with controlling parties without receiving the approval of the Debenture Holders in an Ordinary Resolution. It shall be clarified that this limitation shall not apply in any of the following cases: (a) renewal of transactions under identical terms or terms which do not benefit the controlling parties compared to the transactions existing on the date of the failure to meet the financial covenants, (b) transactions pertaining to the terms of office or employment or providing management services on behalf of the controlling party, his relative or anyone on his behalf under conditions that do not deviate from the transactions existing on the date of the failure to meet the financial covenants or which do not deviate from the compensation policy of the Company as shall be in effect at the relevant time, (c) investments in the Company’s capital or loans or providing financing in any other way, in respect of which the Company declares to the Trustee, 5 Business Days from the date of adopting a resolution for the purpose of this matter, that it is intended to remedy the noncompliance of the Company with one or more covenants that are breached; (d) transactions which are under market terms as shall be determined by the Company’s audit committee, (e) transactions which are not extraordinary transactions as such term is defined in the Companies Law, and (f) transactions which fall under the categories of reliefs which are set forth in the Companies Regulations (Reliefs for Transactions with Interested Parties), 5760-2000, or any other reliefs as they shall be from time to time in accordance with any law regarding transactions with controlling parties.

Appendix 20.2
Confidentiality Undertaking

To

Ellomay Capital Ltd. (hereinafter also: the “Company”)

Dear Sir/Madam,

Subject: Undertaking of Confidentiality

Respectfully, 

Appendix 23
The Trustee’s Fee and Covering its Expenses

The amount in this clause 1.2 is stipulated on the condition that the Trustee will act, at the least, as a trustee for 2 series of Debentures of the Company.

To the extent that the Trustee is a trustee for one series, as of this date the said amount will be increased to NIS 20,000 a year (in respect of the entire year or a part thereof). The amounts in clause 1.1 and/or 1.2 shall be referred as the “Annual Fee.”

***

Second Addendum – Meeting of Debenture Holders

Subject to the provisions of the Securities Law, convening a Meeting of Debenture Holders, the manner of conducting it and various terms regarding it, shall be as follows:

Summoning a Meeting

Flaws in Convening the Meeting

Notice of Convening a Meeting

The Meeting’s Agenda

Place of Convening the Meeting

The Record Date for Ownership of the Debentures

The Chairman of the Meeting

Legal Quorum; Deferred or Adjourned Meeting

If a Debenture Holders Meeting was deferred without changing its agenda, summons shall be given regarding the new time for the Continued Meeting, as early as possible, and no later than 12 hours before the Continued Meeting; the summons as mentioned shall be given according to clauses 14 and 15 above.

Participations and Voting

A voting deed in which the Debenture Holder noted the manner of his vote, and which reached the Trustee by the last date determined for this, shall be considered as presence in the Meeting with respect to the existence of a legal quorum as mentioned in clause 25 above.

The voting deed that was received by the Trustee regarding a certain matter in respect to which a vote was not held in the Debenture Holders Meeting, shall be considered as having abstained in the vote in that Meeting regarding a resolution to convene a deferred Debenture Holders Meeting according to the provision of clause 26 above, and it shall be counted in the deferred Meeting that shall be convened according to the provisions of clauses 26 or 25.3 and 25.4 above.

Resolutions

Voting and Actions by Agent/Proxy

Approaching Debenture Holders

Examining Conflicts of Interests

Convening a Meeting of Debenture Holders for Consulting

In such meeting a vote shall not take place, no resolutions shall be adopted in it and the provisions of clauses 2, 4, 7, 8, 9, 15, 16, 18, 19, 21, 25, 26, 28, 30 and 45 shall not apply to it and as set forth in the law.

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