Ellomay Capital Ltd. (the “Company”), hereby announces that the Company completed the

institutional and classified investors tender (the “Institutional Tender”), in connection with the

offering, in Israel only (the “Offering”), of a new series of unsecured nonconvertible debentures

bearing a fixed annual interest of 5.5% (the “Series F Debentures”) and a new series of options to

purchase the Company’s ordinary shares at an exercise price of NIS 80 per share, subject to customary

adjustments (the “Series 2 Options”). Both the Series F Debentures and the Series 2 Options are

expected to be listed for trading on the Tel Aviv Stock Exchange.

At the Institutional Tender, the bidders submitted early commitments to place orders at the upcoming

public tender for an aggregate of 424,200 units, each comprised of NIS 1,000 par value Series F

Debentures and 6 Series 2 Options (the “Units”), of which the Company intends to accept early

commitments to order 170,000 Units, at a price per Unit of NIS 981 (the “Institutional Tender Price

Per Unit”). The Institutional Tender Price Per Unit will be set as the minimum price per Unit in the

public tender for the Units that is expected to be carried out by the Company. The early commitments

accepted in the Institutional Tender are binding, and in consideration for making the early

commitments the institutional and classified investors will receive an early commitment commission

of 0.5%.

The structure, terms and execution of the Offering and the issuance of the Series F Debentures and

the Series 2 Options are subject to approval by the Company’s board of directors, the receipt of

regulatory approvals, including the receipt of listing approvals, the completion of a public tender

and other factors such as market conditions. Accordingly, there can be no assurance that the public

offering will be consummated or as to the terms and timing thereof. The date of the public tender,

including the final structure of the Offering, will be published in Israel by the Company in a shelf

offering report in Hebrew.

The Offering described in this report, if made, will be made in Israel only and not to U.S. persons.

The securities comprising the Units, if offered, will not be registered under the U.S. Securities Act of

1933, as amended, and will not be offered or sold in the United States without registration or

applicable exemption from the registration requirements according to the U.S. Securities Act of 1933.

Nothing in this report constitutes a public offering or an invitation to purchase the Units or the

securities comprising them.

Information Relating to Forward-Looking Statements

This report 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-looking3

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 market

conditions, inability to receive required regulatory approvals, changes in electricity prices and

demand, the impact of the war and hostilities in Israel and Gaza, regulatory changes, including

extension of current or approval of new rules and regulations increasing the operating expenses of

manufacturers of renewable energy in Spain, 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 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 the 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 for