ELLO · Ellomay Capital Ltd.

Ellomay Capital Ltd. has reached a critical milestone with the fulfillment of all conditions for the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd., positioning the transaction for imminent closure. This divestiture unlocks significant liquidity, directly funding the conditional early repayment of the Company's Series E Secured Debentures in full. The repayment, set for May 24, 2026, totals approximately NIS 170 million (about €49.7 million), comprising principal of NIS 165 million, accrued interest of NIS 1.5 million, and a prepayment fee of NIS 3.5 million. The condition tying repayment to the sale can be waived by the Company, providing flexibility. Post-repayment, the debentures will be fully extinguished and delisted from the Tel Aviv Stock Exchange, eliminating this secured debt obligation. To facilitate this, the Company plans to deposit Financial Collateral into a pledged account, triggering the release of pledges on the sold shares, capital notes, and shareholder loans. This sequence streamlines the transaction while protecting debenture holders, materially reducing the Company's leverage and enhancing its balance sheet ahead of closing.