Information A. Reserved B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Our business, financial condition, results of operations, prospects and liquidity can suffer materially as a result of any of the risks described below. The risks discussed below are not the only ones we face. We are also subject to the same risks that affect many other companies, such as labor relations, geopolitical events, climate change and risks related to the conducting of international operations. Additional risks not known to us or that we currently consider immaterial may also adversely impact our businesses. Our businesses routinely encounter and address risks, some of which may cause our future results to be different—sometimes materially different—than we presently anticipate. Risks Related to Our Strategy and Operations OPC, including its subsidiaries OPC Israel and CPV Group, will require additional financing for construction and development projects and any new business which we may acquire may also require financing. OPC’s business in Israel has projects under construction and in development that will require additional financing. In addition, CPV Group, OPC’s subsidiary in the United States, has a number of projects under construction and in development that will require financing. To the extent that OPC raises equity financing at the OPC level, we may participate in such equity raise, which reduces our cash and cash equivalents available for other purposes such as dividends and investments in or acquisitions of new businesses. Kenon participated in OPC equity raises in 2025, 2024, 2022 and 2021 and may participate in OPC equity raises in the future. If we do not participate in such an equity raise at all or at least pro rata with our existing holdings, our ownership interest in OPC would be reduced. For example, OPC conducted three equity capital raises in 2025 and one additional equity capital raise in the first quarter of 2026. Kenon invested in one capital raise and did not invest in any of the other capital raises, and as a result (including as a result of a sale of a small portion of its shares), Kenon’s stake in OPC was reduced from approximately 55% at the beginning of 2025 to approximately 46% at the date of this annual report. 1 CPV Group requires capital for the development and construction of existing and future projects and acquisitions of interests in existing or new projects. CPV Group has raised and is expected to raise additional debt and equity financing including at the level of its projects. In 2024, CPV Renewables, a subsidiary of CPV Group, raised equity financing of $300 million in exchange for 33.33% of its equity interests. This investment diluted our indirect interest in CPV Renewables and we face similar dilution risks in connection with other investments in CPV Group or other subsidiaries of CPV Group or OPC. Any difficulty in obtaining the required capital (which may be significant, considering the number and scale of projects by CPV Group) may prevent CPV Group from being able to execute its plans and strategy, at all or with considerable delay. Additional financing for CPV Group may involve equity financing at CPV Group level which could dilute OPC (to the extent OPC does not participate at least proportionately), which would indirectly dilute Kenon’s interest in CPV Group. In addition to OPC and its businesses, any other business we may acquire or in which we may make an investment may require additional financing and may seek to raise debt or equity financing. Kenon may seek to raise financing at the Kenon level to make investments or acquisitions in its existing or new businesses. In the event that Kenon or one or more of our businesses requires capital, Kenon may provide financing by (i) utilizing cash on hand, (ii) issuing equity in the form of shares or convertible instruments (through a pre-emptive offering or otherwise), (iii) raising debt financing at the Kenon level, (iv) using funds received from distributions from its businesses, (v) selling part, or all, of its interest in any of its businesses and using the proceeds from such sales, or (vi) providing guarantees or pledging collateral in support of the debt of Kenon or its businesses. To the extent that Kenon raises debt financing, any debt financing that Kenon incurs may not be on favorable terms, may impose restrictive covenants that limit how Kenon manages its investments in its businesses, and may also limit dividends or other distributions by Kenon. In addition, any equity financing, whether in the form of a sale of shares or convertible instruments, may dilute existing holders of our ordinary shares and any such equity financing could be at prices that are lower than current or then current trading prices. External financing may not be available to us to fund investments we seek to make or to meet our obligations on reasonable terms or at all. Kenon may sell assets to fund any investments it seeks to make or to meet Kenon’s obligations, and its ability to sell assets may be limited. Any sales of assets may not be at attractive prices, particularly if such sales must be made quickly. Our directors have broad discretion on the use of the capital resources for investments in our businesses or other investments or other purposes and we may make investments or acquisitions in our existing or new businesses. Kenon has provided loans and guarantees and made equity investments to support its businesses, such as equity investments in OPC (including equity investments in 2025, 2024, 2022 and 2021), and may provide loans to or make other investments in or provide guarantees in support of its businesses. Kenon’s liquidity requirements may increase to the extent it makes investments in or grants guarantees to support its businesses. To the extent Kenon uses cash on hand or other available liquidity to make an investment in existing or new businesses, this will reduce amounts available for distribution to shareholders. We face risks in connection with our strategy, which includes potential acquisitions or investments in new or existing businesses and we may fail to identify opportunities or consummate investments and acquisitions on favorable terms, or at all, in existing or new businesses. Our strategy contemplates making investments or acquisitions in its existing or new businesses. Our success in executing this strategy depends on our ability to successfully identify and evaluate investment opportunities or consummate investments and acquisitions on favorable terms. The identification of suitable investment or acquisition opportunities can be difficult, time-consuming and costly, and it is challenging to identify and successfully consummate investments or acquisitions that meet our objectives. As a result, we may not identify or successfully complete investment or acquisitions that we target, which may impede execution of our strategy. 2 We expect that any such acquisitions or other investments would be in established industries, would be substantial and that we would be actively involved in the operations and promoting the growth and development of such businesses. In addition, we do not expect that any such acquisitions or other investments would be in start-up companies or focused on emerging markets. While the foregoing set forth our current expectations as to potential acquisitions or other investments, we are not limited by the foregoing criteria or the other criteria described under Item 4.B Business Overview and we have broad discretion as to how we deploy our capital resources and may make investments or acquisitions that differ, potentially significantly, from those contemplated by the foregoing criteria. In addition, such acquisitions or other investments may be non-majority stakes including joint ventures or other minority-owned positions. Accordingly, we may make acquisitions or other investments that are not in accordance with our currently expected investment criteria. Our ability to consummate future investments and acquisitions may also depend on our ability to obtain any required government, regulatory or corporate approvals for such investments. Our ability to consummate future investments or acquisitions may also depend on the availability of financing. See “—Disruptions in the financial markets could adversely affect OPC, Kenon or any businesses Kenon may acquire, which may not be able to obtain additional financing on acceptable terms or at all.” Furthermore, we face competition with other local and international companies, including financial investors, for acquisition or investment opportunities, which may result in us losing investment opportunities or increasing our cost of making investments. Some of our competitors for investments and acquisitions may have more experience in the relevant sector, greater resources and lower costs of capital, be willing to pay more for acquisitions, be able to act or transact more quickly and may be able to identify, evaluate, bid for and purchase assets or projects under development that our resources do not permit. To the extent we acquire or otherwise make investments in businesses where we do not have significant (or any) experience, we would face risks of operating in a sector with which we lack experience, which could impact the success of any such acquisition or investments. In addition, there is no assurance that any investments we make will generate a positive return and we face the risk of losing some or all of the funds we invest. Any funds we use to make acquisitions of or investments in a new business will reduce amounts available for investments in our existing businesses and investments in existing or new businesses will reduce amounts available for distribution to shareholders or repurchases of shares and could require us to raise debt or equity financing. Disruptions in the financial markets could adversely affect OPC, Kenon or any businesses Kenon may acquire, which may not be able to obtain additional financing on acceptable terms or at all. OPC accesses capital and lending markets for various purposes, which may include raising funding for the repayment of indebtedness, acquisitions, capital expenditures or for general corporate purposes. Any other business that Kenon may acquire may also seek to access the capital and lending markets. Kenon may seek to access the capital or lending markets to obtain financing in the future, including to support its businesses or to make new investments. The ability of Kenon or its businesses to access capital markets, and the cost of such capital, could be negatively impacted by disruptions in those markets. Disruptions in the capital or credit markets could make it more difficult or expensive for our businesses to access the capital or lending markets if the need arises and may make financing terms for borrowers less attractive or available. Furthermore, a decline in the value of OPC or any business we may acquire, which are or may be used as collateral in financing agreements, could impact access to financing. In addition, high levels of inflation and interest rates adversely impact financial markets and the cost of debt financing and increase volatility in financial markets. The availability of financing and the terms thereof is impacted by many factors, including: (i) our or our business’s financial performance, (ii) credit ratings or absence of a credit rating, (iii) the liquidity of capital markets generally, (iv) the state of the global economy, including inflation and interest rates and (v) geopolitical events such as the Russian invasion of Ukraine and the War. There can be no assurance that Kenon or its businesses will be able to access the capital markets on acceptable terms or at all. If Kenon or its businesses deem it necessary to obtain financing and are unable to do so on acceptable terms or at all, this could have a material adverse effect on our financial condition or liquidity and our or their ability to make desired investments or conduct business. 3 We are subject to volatility in the capital markets and may be subject to limitation on sales of shares in companies we own. Financial market conditions have been volatile in recent years and remain volatile, and these conditions could become worse. As our holding in OPC is publicly traded (and to the extent any of our other holdings in companies are listed in the future), we are exposed to risks of downward movement in market prices. In addition, large holdings of securities can often be disposed only over a substantial length of time. Accordingly, under certain conditions, we may be forced to either sell our equity interest in a particular business at lower prices than expected or defer such a sale, potentially for a long period of time. We have in the past, and may in the future sell or distribute interests in listed companies in which we have ownership and we have and may enter into lockup agreements with respect to our shares in listed companies in connection with offerings by those companies. In addition, we are subject to applicable securities laws restrictions on resales, including in the United States, to the extent we are an affiliate of the issuer, or hold restricted shares. We are a holding company and are dependent upon cash flows from our businesses to meet our existing and future obligations. We are a holding company and we do not conduct independent operations or possess significant assets other than investments in and advances to our businesses and our cash on hand and treasury investments. As a result, we depend on distributions from our businesses, proceeds from sales of our interests in these businesses or external financing to make distributions, to make investments or acquisitions, to pursue our strategy and for our other liquidity requirements. In addition, as Kenon’s businesses are legally distinct from it and are generally required to service their debt and other obligations before making distributions to Kenon, Kenon’s ability to access such cash flows from its businesses may be limited in some circumstances and it may not have the ability to cause its subsidiaries and associated companies to make distributions to Kenon, even if they are able to do so. Additionally, the terms of existing and future joint ventures, financings, or cooperative operational agreements and/or the laws and jurisdictions under which each of Kenon’s businesses are organized may also limit the timing and amount of any dividends, other distributions, loans or loan repayments to Kenon. Additionally, there may be significant tax obligations or other legal restrictions on distributions to us from our businesses. We are exposed to risks in connection with our treasury management activities. We use various treasury management instruments as part of our cash management and treasury activities. We face risks in connection with such treasury management instruments including risks of decline in the value of our treasury instruments and risks relating to changes in interest rates, currency exchange rates or market conditions that otherwise impact the value of our treasury instruments. We also face risks in connection with term instruments we may use that require us to hold the instrument for a fixed period of time as such instruments could impair our access to cash when needed, e.g. to fund potential investments or acquisitions. In addition, we face counterparty risks in connection with treasury instruments, including the risk of insolvency of banks or other counterparties with which we are engaged in our treasury management activities. We also face such risks in connection with any currency, interest rate or other hedging activities we may enter into and such activities may be loss-making. We rely on the internal controls and financial reporting controls of our businesses. We rely on the internal controls and financial reporting controls of our businesses and any failure by our businesses to maintain effective controls or to comply with applicable standards could make it difficult to comply with applicable reporting and audit standards. For example, the preparation of our consolidated financial statements requires the prompt receipt of financial statements that comply with applicable accounting standards and legal requirements from each of our subsidiaries and associated companies, some of whom rely on the prompt receipt of financial statements from each of their subsidiaries and associated companies. Additionally, in certain circumstances, we may be required to file with our annual report on Form 20-F, or a registration statement filed with the SEC, financial information of associated companies (including companies that were associated companies during the 3 years of financial statements included in our annual reports) which has been audited in conformity with SEC rules and regulations and relevant audit standards. We may not, however, be able to procure such financial statements, or such audited financial statements, as applicable, from our subsidiaries and associated companies and this could render us unable to comply with applicable SEC reporting standards. 4 Our businesses are leveraged. Our businesses are significantly leveraged. As of December 31, 2025, OPC had $1,769 million of outstanding indebtedness and OPC’s proportionate share of debt (including accrued interest) of CPV’s associated companies was $1,376 million. We and any business we may acquire may incur additional or have debt financing. Highly leveraged assets are inherently more sensitive to declines in earnings, increases in expenses and interest rates, and adverse market conditions. A leveraged company’s income and net assets also tend to increase or decrease at a greater rate than would otherwise be the case if they were not leveraged. Consequently, the risk of loss associated with a leveraged company is generally greater than for companies with comparatively less debt. Additionally, some of our businesses’ assets have been pledged to secure indebtedness, and as a result, the amount of collateral that is available for future secured debt or credit support and a business’ flexibility in dealing with its secured assets may be limited. Our businesses that are leveraged use a substantial portion of their consolidated cash flows from operations to make debt service payments, thereby reducing their ability to use their cash flows to fund operations, capital expenditures, or future business opportunities. Our businesses will generally have to service their debt obligations before making distributions to us or to any other shareholder. In addition, many of the financing agreements relating to the debt facilities of our businesses contain covenants and limitations, including the following: • minimum equity; • debt service coverage ratio; • limits on the incurrence of liens or the pledging of certain assets; • limits on the incurrence of debt; • limits on the ability to enter into transactions with affiliates, including us; • limits on the ability to pay dividends to shareholders, including us; • limits on the ability to sell assets; and • other non-financial covenants and limitations and various reporting obligations. If any of our businesses are unable to repay or refinance their indebtedness as it becomes due, or if they are unable to comply with their covenants, they may decide to sell assets or to take other actions, including (i) reducing financing in the future for investments, acquisitions or general corporate purposes or (ii) dedicating an unsustainable level of cash flow from operations to the payment of principal and interest on their indebtedness. As a result, the ability of our businesses to withstand competitive pressures and to react to changes in the various industries in which we operate could be impaired. A breach of any of covenants or other obligations under our businesses’ debt instruments could lead to an event of default. Upon the occurrence of such an event of default, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and, in the case of credit facility lenders, terminate all commitments to extend further credit. If the lenders accelerate the repayment of the relevant borrowings, the relevant business may not have sufficient assets to repay any outstanding indebtedness, which could result in a complete loss of that business for us. Furthermore, a default or the acceleration of any obligation under certain debt instrument may permit the holders of other material debt to accelerate their obligations pursuant to “cross default” provisions, which could have a material adverse effect on our business, financial condition and liquidity. 5 We face risks in relation to our remaining 12% interest in Qoros, including risks relating to the enforcement and/or collection of the arbitration award and guarantee award in our favor. Kenon holds a 12% interest in Qoros. In April 2021, Kenon’s subsidiary Quantum (which holds Kenon’s share in Qoros) entered into an agreement (the “Sale Agreement”) with the Majority Qoros Shareholder to sell our remaining 12% interest in Qoros for RMB 1.56 billion (approximately $223 million), and Baoneng Group provided a guarantee of the Majority Qoros Shareholder’s obligations under the Sale Agreement. The Majority Qoros Shareholder did not make any of the required payments under the Sale Agreement, and in the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Qoros Shareholder and Baoneng Group with China International Economic and Trade Arbitration Commission (“CIETAC”). In February 2024, CIETAC issued a final award in favor of Quantum (the “CIETAC Award”), ruling that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum an amount equal to the purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $243 million), together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses. Such decision is final and is not subject to appeal in accordance with the laws of the People's Republic of China, with the total amount of the award in our favor currently being approximately RMB 2.2 billion (approximately $315 million). In connection with its initial investment in Qoros, the Majority Qoros Shareholder had agreed to assume Quantum’s obligations relating to Quantum’s pledge of its remaining shares in Qoros to secure Qoros RMB 1.2 billion loan facility. In lieu of assuming such pledge obligations, Baoneng Group provided a guarantee to Kenon in respect of a number of obligations, including an obligation of the Majority Qoros Shareholder to reimburse Kenon in the event that Quantum’s shares are foreclosed upon and an obligation of Baoneng Group to deposit into escrow amounts sufficient to protect Kenon against losses in the event of a foreclosure over Quantum’s shares in Qoros by having amounts available to repay any defaulted amounts. In November 2021, Kenon filed a claim for specific performance against Baoneng Group relating to the breaches of the guarantee agreement by Baoneng Group. The Supreme People’s Court granted Kenon’s claim for specific performance against Baoneng Group, ordering Baoneng Group to open an escrow account on behalf of Kenon and to deposit approximately RMB 1.4 billion (approximately $200 million) into the escrow account (the “Guarantee Award”). In connection with the CIETAC Award and the Guarantee Award, Kenon has obtained court orders freezing assets of Baoneng Group, primarily comprising equity interests in entities owning directly and indirectly listed and unlisted equity interests in various businesses; such assets are also subject to freezing orders by other creditors and the orders obtained by Kenon are at various rankings as among creditors. As Baoneng Group had failed to uphold its obligations under the CIETAC Award and the Guarantee Award, Kenon has initiated enforcement and other legal proceedings. There is no assurance as to the outcome of these proceedings. There is also no assurance that Baoneng Group will pay or has the ability to pay the judgments against it in our favor. Kenon is engaged in discussions with the Baoneng Group on the outstanding awards. Any value that could be realized in respect of these awards is subject to significant risks and uncertainties, including the risk that Quantum may be unable to enforce the awards or otherwise collect the amounts awarded or otherwise owing to it, risks relating to any action that may be taken seeking to challenge enforcement of the award, risks relating to the process for enforcement of the awards in these proceedings/jurisdictions, risks relating to the financial condition of the parties subject to the awards, risks related to the value in respect of any assets frozen pursuant to court orders as well as the risk of competing claims to such assets and Kenon’s ability to realize any value in respect of such assets or otherwise in connection with the awards, including the risk that Kenon does not realize any value from such assets or otherwise in connection with these awards and that any value that is realized is less than the amounts owed to Kenon and other risks and uncertainties, which could impact Quantum’s ability to realize any value from these awards. 6 Qoros has been in default under certain loan facilities for a number of years, including its RMB 1.2 billion loan facility, which is secured by, among other collateral, all of Kenon's shares in Qoros. The lenders under Qoros' RMB 1.2 billion loan facility and Kenon has been informed that lenders under various other Qoros debt facilities have made court applications for enforcement proceedings in respect of such defaulted loans and pledges and guarantees, and some of these applications have been accepted by the courts, including enforcement with respect to certain assets of Qoros which may have a material adverse impact on Qoros’ ability to resume operations in the future. The lenders under Qoros' RMB 1.2 billion loan facility have brought enforcement proceedings to enforce Quantum’s pledge of its 12% interest in Qoros which had been pledged to secure this loan. In addition, Kenon has been informed that in December 2025, an application was made to the Suzhou Intermediate People's Court for bankruptcy reorganization of Qoros and that the application is currently under review by the court. We face risks in connection with each of the foregoing and the impact thereof. Our success is dependent upon the efforts of our directors and executive officers. Our success is dependent upon the decision-making of our directors and executive officers as well as the directors and executive officers of our businesses. The loss of any or all of our directors and executive officers could delay the implementation of our strategies or divert our directors and executive officers’ attention from our operations which could have a material adverse effect on our business, financial condition, results of operations or liquidity. Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our balance sheet. OPC has significant operations in Israel as well as operations in the United States. We also have a 12% ownership in Qoros and judgments have been awarded in our favor in connection with our arbitration and litigation claims relating to our interest in Qoros. Such judgments, which have not yet been paid to us (and are subject to risks as described elsewhere in this annual report), are denominated in RMB. Any businesses we may acquire may have facilities and generate costs and revenues in various geographic regions across the globe. Accordingly, we face risks in connection with foreign exchange rate fluctuations. As a result of our ownership of approximately 46% in, and consolidation of, OPC, a significant portion of our revenue and certain of our businesses’ operating expenses, assets and liabilities, are denominated in currencies other than U.S. Dollars. In addition, OPC is subject to exchange rate fluctuations in its operations in Israel, and a portion of OPC Israel’s PPAs and its supply arrangements are determined by reference to the NIS to USD exchange rate. OPC is also indirectly influenced by changes in the U.S. Dollar to NIS exchange rate, including as a result of the following factors: (i) OPC’s investment in CPV which operates in the United States, (ii) the previous and expected investments in CPV’s new and existing projects and (iii) the IEC electricity tariff being partially linked to increases in fuel prices (mainly coal and gas) that are denominated in U.S. Dollars. Furthermore, our businesses may pay distributions or make payments to us in currencies other than the U.S. Dollar, which we must convert to U.S. Dollars prior to making any dividends or other distributions to our shareholders that we may make in the future. Foreign exchange controls in countries in which our businesses operate may further limit our ability to repatriate funds from subsidiaries or associates or otherwise convert local currencies into U.S. Dollars. Consequently, as with any international business, our liquidity, earnings, expenses, asset book values, and/or equity may be materially affected by short-term or long-term exchange rate movements or controls. Such movements may give rise to one or more of the following risks, any of which could have a material adverse effect on our business, financial condition, results of operations or liquidity: • Transaction Risk—which exists where sales or purchases are denominated in overseas currencies and the exchange rate changes after our entry into a purchase or sale commitment but prior to the completion of the underlying transaction itself; • Translation Risk—which exists where the currency in which the results of a business are reported differs from the underlying currency in which the business’ operations are transacted; • Economic Risk—which exists where the manufacturing cost base of a business is denominated in a currency different from the currency of the market into which the business’ products are sold; and 7 • Reinvestment Risk—which exists where our ability to reinvest earnings from operations in one country to fund the capital needs of operations in other countries becomes limited. If our businesses do not manage their interest rate risks effectively, our cash flows and operating results may suffer. We are exposed to interest rate risks because our businesses depend on debt financing to finance operations and projects. Additionally, inflation generally impacts applicable central bank interest rates. High interest rates and any increase in interest rates could make it difficult for us and our businesses to obtain future financing or service existing financings on favorable terms, or at all, and thus reduce revenue and adversely affect our operating results. High interest rates could lower our or our businesses’ return on investments. Our interest expense increases to the extent interest rates rise in connection with our variable interest rate borrowings and higher interest rates also impact new and refinancings of existing fixed rate borrowings. If in the future we have a need for significant further borrowings, our cost of capital would reflect the current interest rates. Conversely, lower interest rates have an adverse impact on our interest income, Kenon maintains large cash balances predominantly held as cash and cash equivalents and any decline in interest rates could have a material impact on any interest we earn on these deposits. Certain of OPC’s indebtedness bears interest at variable, floating rates. In particular, some of this indebtedness is in the form of CPI-linked, NIS-denominated bonds. We, or our businesses, may incur further indebtedness in the future that also bears interest at a variable rate. Any hedging of such exposure may not be effective in managing changes in interest rates. Accordingly, increases in interest rates or changes in the CPI could have a material adverse effect on our or OPC’s, financial condition, results of operations or liquidity. Risks Related to the Industries in which Our Businesses Operate Conditions in the global economy, and in the industries in which our businesses operate in particular, could have a material adverse effect on us. The business and operating results of each of our businesses are affected by worldwide economic conditions, particularly conditions in the energy generation industry in which our primary business operates. The operating results and profitability of our businesses may be adversely affected by global economic conditions, credit market crises, levels of consumer and business confidence, inflation, unemployment levels, levels of capital expenditures, fluctuating commodity prices (particularly prices for electricity, natural gas, and diesel), bankruptcies, government deficit reduction and austerity measures, heightened volatility, increased import and export tariffs and other forms of trade protectionism, geopolitical events such as the War, Operation Lion’s Roar or the Russian invasion of Ukraine and other developments affecting the global economy. Volatility in global financial markets and in prices for oil and other commodities and geopolitical events could result in a deterioration of global economic conditions which could impact our business and could lead to business disruption (e.g. delays in completion of projects due to limitations or travel for necessary personnel), deterioration of business, cash flow shortages, or difficulty in obtaining financing. In addition, the business and operating results of our businesses may continue to be adversely affected by the effects of a widespread outbreak of contagious disease, such as COVID-19. Further outbreaks and spread and new variants of COVID-19 or other diseases could cause quarantines, reduction in business activity, labor shortages and other operational disruptions. Furthermore, military actions and conflicts such as the War and the Russian invasion of Ukraine have led to and are expected to continue to lead to disruption, instability and volatility in global markets and industries. Our business could be negatively impacted by such conflicts and any sanctions and export controls, imposed in connection such actions and conflicts. Additionally, economic downturns may alter the priorities of governments to subsidize and/or incentivize participation in any of the markets in which our businesses operate. Slower growth or deterioration in the global economy could have a material adverse effect on our business, financial condition, results of operations or liquidity. 8 Our businesses’ operations expose us to risks associated with conditions in those markets where they operate. Our businesses operate and service customers in geographic regions around the world which exposes us to risks, including: • economic volatility; • unfavorable changes in laws or regulations; • fluctuations in revenues, margins and/or other financial measures due to currency exchange rate fluctuations and restrictions on currency and earnings repatriation; • unfavorable changes in regulated electricity tariffs; • import or export restrictions or other trade protection measures and/or licensing requirements; • costs and risks associated with managing a number of operations across a number of countries; • issues related to occupational safety, work hazard, and adherence to local labor laws and regulations; • adverse tax developments; • geopolitical events such as military actions; • changes in the general political, social and/or economic conditions in the countries where we operate; and • the presence of corruption in certain countries. For example, for OPC the War resulted and continues to result in delays in completion of and repairs to some projects in Israel due to limitations on supply of equipment and access of qualified personnel. The impact of these factors could have a material adverse effect on our business and the financial condition, results of operations or liquidity of our businesses. Our businesses require qualified personnel to manage and operate their various businesses. Our businesses require a number of qualified and competent management to independently direct the day-to-day business activities of each of our businesses, execute their respective business plans, and service their respective customers, suppliers and other stakeholders, in each case across numerous geographic locations. Our businesses must be able to retain employees and professionals with the skills necessary to understand the continuously developing needs of our customers and to maximize the value of each of our businesses. Changes in demographics, training requirements and/or the unavailability of qualified personnel could negatively impact the ability of each of our businesses to meet these demands. In addition, the War resulted in a significant call up of military reserves, which impacts personnel in Israel. If any of our businesses fail to hire and retain qualified personnel, or if they experience excessive turnover, this could impact their operations, which could have a material adverse effect on our business, financial condition, results of operations or liquidity. Raw material shortages, supplier capacity constraints, production disruptions, supplier quality and sourcing issues or price increases could increase our operating costs and adversely impact our businesses. The reliance of certain of our businesses on certain third-party suppliers, contract manufacturers and service providers, or commodity markets to secure raw materials (e.g., natural gas, solar panels and wind turbines), parts, components and sub-systems used in their products or services exposes us to volatility in the prices and availability of these materials, parts, components, systems and services. Some of these suppliers or their sub-suppliers are limited or sole source suppliers. For more information on the risks relating to supplier concentration in relation to OPC, see “Item 3.D Risk Factors—Risks Related to OPC’s Israel Operations— OPC depends on infrastructure, on securing capacity on the grid and on infrastructure providers.” 9 A disruption in deliveries from our third-party suppliers, contract manufacturers or service providers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities, including as a result of the War, catastrophic events or geopolitical developments impact the ability of our businesses to meet their commitments to customers and could increase their operating costs. Our businesses could encounter supply problems and may be unable to replace a supplier that is not able to meet demand in either the short term or the long term; these risks are exacerbated in the case of raw materials or component parts that are sourced from a single-source supplier. For example, there are only a limited number of suppliers of natural gas in Israel, and the War has increased risks relating to access to gas supply. Furthermore, quality and sourcing issues experienced by third-party providers can also adversely affect the quality and effectiveness of our businesses’ products and/or services and result in liability and reputational harm that could have a material adverse effect on our business, financial condition, results of operations or liquidity. Furthermore, changes to tariff policy applicable to the importation of raw materials and products to the United States (e.g., solar panels) may affect the costs of equipment required for CPV Group projects. Our businesses may be adversely affected by work stoppages, union negotiations, labor disputes and other matters associated with our labor force. Our businesses have experienced and could experience strikes, industrial unrest, work stoppages or labor disruptions. Any disruptions in the operations of any of our businesses could materially and adversely affect our or the relevant businesses’ reputation and could adversely affect operations. Additionally, a work stoppage or other disruption at any one of the suppliers of any of our businesses could materially and adversely affect our operations if an alternative source of supply were not readily available. In addition, as a result of the War, OPC may face personnel availability issues due to drafting as reservists, and their absence may disrupt OPC’s businesses. A disruption in our and each of our business’ information technology systems, including incidents related to cyber security, could adversely affect our business operations. Our business operations, and the operations of our businesses, rely upon the accuracy, availability and security of information technology systems for data processing, storage and reporting. As a result, we and our businesses maintain information security policies and procedures for managing such information technology systems. However, such security measures may be ineffective and our information technology systems, or those of our businesses, are subject to cyber-attacks. A number of companies around the world have been the subject of cyber security attacks in recent years, including in Israel where OPC operates. Other Israeli businesses face cyber-attack campaigns, and it is believed the attackers may be from hostile countries. These attacks are increasing and becoming more sophisticated, and may be perpetrated by computer hackers, cyber terrorists or other perpetrators of corporate espionage. Cyber security attacks could include malicious software (malware), attempts to gain unauthorized access to data, social media hacks and leaks, ransomware attacks and other electronic security breaches of our and our business’ information technology systems as well as the information technology systems of our customers and other service providers that could lead to disruptions in critical systems, unauthorized release, misappropriation, corruption or loss of data or confidential information. In addition, any system failure, accident or security breach could result in business disruption, unauthorized access to, or disclosure of, customer or personnel information, corruption of our data or of our systems, reputational damage or litigation. We or our operating companies may also be required to incur significant costs to protect against or repair the damage caused by these disruptions or security breaches in the future, including, for example, rebuilding internal systems, implementing additional threat protection measures, providing modifications to our services, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties. These cyber security threats are constantly evolving. The increased reliance on remote access for employees in recent years has increased the likelihood of cyber security attacks. We, therefore, remain potentially vulnerable to additional known or yet unknown threats, as in some instances, we, our businesses and our customers may be unaware of an incident or its magnitude and effects. Should we or any of our operating businesses experience a cyber-attack, this could have a material adverse effect on our, or any of our operating companies’, business, financial condition or results of operations. 10 OPC faces the risk of cybersecurity attacks or damage to OPC’s IT and data systems. Such physical, technical, or logical damage to the administrative and/or operational systems, for any reason whatsoever, may expose OPC to harm and disruptions in OPC’s electricity production and supply, and/or cause harm to IT systems or data theft or leaks (including private information), and/or harm OPC’s reputation. In addition, a lack of compatibility between IT systems, management and business departments and the existence of technological gaps, increase cybersecurity risks. OPC being an Israeli company puts it at a higher risk of cybersecurity attacks (among other things on the back of the War). Cyber-attacks may occur, and insofar as OPC is subject to the material cyber-attack, this may have a significant impact on OPC’s operations and reputation. In addition, OPC may incur costs to protect itself against damage to its IT systems and repair any such damage, if it occurs, including, for example, system recovery, protection against legal action following from a cybersecurity attack, paying damages, or taking other corrective measures toward third parties. In addition, any misalignment between the IT systems, management and business departments and technological gaps or the emergence of technological developments before adequate safeguards are put in place, increase cybersecurity risks. Risks Related to Legal, Regulatory and Compliance Matters We, and each of our businesses, are subject to legal proceedings and legal compliance risks. We are subject to a variety of legal proceedings and legal compliance risks in every part of the world in which our businesses operate. We, our businesses, and the industries in which we operate, are periodically reviewed or investigated by regulators and other governmental authorities, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Changes in laws or regulations could require us, or any of our businesses, to change manners of operation or to utilize resources to maintain compliance with such regulations, which could increase costs or otherwise disrupt operations. Changes in trade policies and or changes in the political and regulatory environment in the markets in which we operate, such as foreign exchange import and export controls, sanctions, tariffs and other trade barriers and price or exchange controls, could affect our businesses in such markets, impact our profitability and or our ability to repatriate profits, and may expose us or any of our businesses to penalties, sanctions and reputational damage. In addition, the uncertainty of the legal environment in some regions could limit our ability to enforce our rights. The global nature of our operations means that we are subject to legal and compliance risks and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, may arise from time to time. We could be found to be operating in violation of any existing or future laws or regulations. A failure to comply with or properly anticipate applicable laws or regulations could have a material adverse effect on our business, financial condition, results of operations or liquidity. We may be subject to further governmental regulation as a result of our regulatory status, which could subject us to restrictions that could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business. The U.S. Investment Company Act of 1940, or the “Investment Company Act,” regulates “investment companies”, which includes, in relevant part, issuers that are, or that hold themselves out as being, primarily engaged in the business of investing, reinvesting and trading in securities or that are engaged, or propose to engage, in the business of investing, reinvesting, owning, holding or trading in securities and own, or propose to acquire, investment securities (as defined in the Investment Company Act) having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Pursuant to a rule adopted under the Investment Company Act, notwithstanding the 40% test described above, an issuer is excluded from the definition of investment company if no more than 45% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of the issuer’s net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than (i) U.S. government securities, (ii) securities issued by employees’ securities companies, (iii) securities issued by majority-owned subsidiaries of the issuer that are not investment companies and not relying on certain exclusions from the definition of investment company and (iv) securities issued by companies that are not investment companies and are controlled primarily by the issuer through which the issuer engages in a business other than that of investing, reinvesting, owning, holding or trading in securities. We do not believe that we are subject to regulation under the Investment Company Act. We are organized as a holding company that conducts its businesses primarily through majority owned and primarily controlled subsidiaries. We intend to continue to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. However, maintaining such status may impose limits on our operations and on the assets that we and our subsidiaries may acquire or dispose of. If, at any time, we meet the definition of investment company, including as a result of a company in which we have an ownership interest ceasing to be majority owned or primarily controlled, including as a result of dispositions or dilution of interests in majority owned and primarily controlled subsidiaries, we could, among other things, be required to substantially change the manner in which we conduct our operations to avoid being required to register as an investment company, which could have an adverse effect on us and the market price of our securities. If we were to be deemed an “inadvertent” investment company, we may seek to rely on Rule 3a-2 under the Investment Company Act, which provides that an issuer will not be treated as an investment company subject to the provisions of the Investment Company Act provided the issuer has the requisite intent to be engaged in a non-investment business, evidenced by the issuer’s business activities and an appropriate resolution of the issuer’s board of directors, during a one year cure period. 11 The Investment Company Act contains substantive legal requirements that regulate the manner in which an “investment company” is permitted to conduct its business activities. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. In any case, the U.S. Investment Company Act of 1940 generally only allows U.S. entities to register. If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business in the United States or offering and selling securities in the United States or to U.S. persons, unable to comply with our reporting obligations in the United States as a foreign private issuer, subject to the delisting of the Kenon shares from the NYSE, and subject to criminal and civil actions that could be brought against us, any of which would have a material adverse effect on the liquidity and value of the Kenon shares. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws outside of the United States. The U.S. Foreign Corrupt Practices Act, or the “FCPA”, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Recent years have seen substantial anti-bribery law enforcement activity, with aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC, enforcement activity by non-U.S. regulators, and criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with the FCPA and other applicable anti-bribery laws. We operate, through our businesses, in some parts of the world that are recognized as having governmental and commercial corruption. Additionally, because many of OPC’s customers and end users are involved in construction and energy production, they are often subject to increased scrutiny by regulators. Our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, the employees of any of our businesses, or third-party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we would investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits, reputational harm or other restrictions which could disrupt our business and have a material adverse effect on our business, financial condition, results of operations or liquidity. We face risks with respect to compliance with the FCPA and similar anti-bribery laws through any new companies that we may acquire and the due diligence we perform in connection with an acquisition may not be sufficient to enable us fully to assess an acquired company’s historic compliance with applicable regulations. Furthermore, post-acquisition integration efforts may not be adequate to ensure our system of internal controls and procedures are fully adopted and adhered to by acquired entities, resulting in increased risks of non-compliance with applicable anti-bribery laws. We could be adversely affected by international sanctions and trade restrictions. We have geographically diverse businesses, which may expose our business and financial affairs to political and economic risks, including operations in areas subject to international restrictions and sanctions. Legislation and rules governing sanctions and trade restrictions are complex and constantly evolving. Moreover, changes in these laws and regulations can be unpredictable and happen swiftly. Part of our global operations necessitate the importation and exportation of goods and technology across international borders on a regular basis. From time to time, we, or our businesses, may receive information alleging improper activity in connection with such imports or exports. Our policies mandate strict compliance with applicable sanctions laws and trade restrictions. Nonetheless, our policies and procedures may not always protect us from actions that would violate U.S. and/or foreign laws. Such improper actions could subject us to civil or criminal penalties, including material monetary fines, denial of import or export privileges, or other adverse actions. The occurrence of any of the aforementioned factors could have a material adverse effect on our business, financial condition, results of operations or liquidity. 12 Risks Related to OPC’s Israel Operations OPC’s profitability depends on the EA’s electricity rates and tariff structure. A reduction in electricity tariffs, or changes in the tariff structure or its components - as determined by the EA - particularly the generation component, may have a material adverse effect on OPC’s profits and operating results. A decrease in the generation component tariff leads to a deterioration in OPC’s operating results. Changes in the electricity generation component tariff (including changes in the structure of the generation component) - as published by the EA (due to various reasons, such as exchange rates, changes in the cost of fuels used by the IEC, changes in the allocation of costs to the generation component or systemic costs, sale of power plants, policy changes, or broader changes in the electricity sector, modification of methodologies or policies) affect OPC’s revenues from sales to private customers, since electricity prices under OPC’s customer agreements are directly linked to the generation component. Furthermore, the cost of sales will also be affected, since the generation component serves as the basis for the linking of the natural gas price under the gas purchase agreements. Furthermore, the gas pricing formula under OPC’s gas purchase agreements includes a minimum price, such that in periods in which the gas price is at the minimum price level, a decrease in the generation component will not result in a reduction in the natural gas cost but will reduce OPC’s margins and negatively impact its profits. In addition, fundamental changes to the structure of the generation component and to the methodology by which it is determined (including changes in demand hour clusters or modification of various components or their weights with respect to electricity tariffs) involve uncertainty and may adversely affect OPC’s revenues in Israel, whether due to the setting of lower tariffs than those currently in effect or due to uncertainty regarding the parameters used in determining the generation component. As part of its operations in the U.S., OPC is significantly exposed to changes in electricity prices and capacity rates in the U.S., such that a decline in these rates (or in factors affecting them, such as electricity demand) would adversely affect OPC’s operating results. OPC is subject to changes in the electricity market and technological changes. OPC is engaged in electricity generation and supply using a range of technologies, including conventional technologies (primarily natural gas), and renewable energy (in the United States) and projects under development and construction, including projects with carbon capture potential and construction projects in the United States. OPC is working to expand its renewable energy activities in Israel and the United States, while potentially incorporating technologies involving carbon capture. A delay or failure in adopting new generation technologies, as well as a failure to effectively manage and lead other innovation processes or to adapt to developments in the supply chain, may result in OPC missing out on business opportunities and impairing the ability to position OPC as an industry leader, and lead to a decrease in its market share. The increase in market share of renewable energies in Israel’s generation mix together with government target and standards for emission reduction, may lead to a decline in conventional generation, including OPC’s generation facilities, and may also reduce the operating output of the Rotem Power Plant (due to its location). In addition, a significant shift by OPC’s customers toward renewable energy sources (whether existing or potential) may adversely affect the demand for OPC’s gas-fired power plants and its operating results. Moreover, technological innovations that directly or indirectly reduce demand for electricity generated by OPC’s projects, or innovations affecting factors that drive electricity demand (such as data centers and AI), may adversely affect OPC’s operations and results. OPC is leveraged and may be unable to comply with its financial covenants and undertakings under its financing agreements (including equity subscription agreements), or meet its debt service or other obligations. As of December 31, 2025, OPC had $1,769 million of consolidated indebtedness. The debt instruments to which OPC and its operating companies are party to require compliance with certain covenants and limitations. 13 A breach of covenants could result, among other things, in acceleration of the debt and cross-defaults across the debt instruments. For example, the trust deeds for OPC’s debentures and the financing agreements of OPC include undertakings to comply with certain financial covenants and various other undertakings to debentures holders and/or lenders. Interest rates may also increase under certain circumstances, such as a downgrading of rating or failure to comply with financial covenants. In addition, distributions (including the repayment of shareholders’ loans) may be subject to compliance with certain financial covenants. Finance agreements impose certain restrictions in connection with a change of control in OPC, expiry of licenses, termination or change of material agreements and other circumstances. Failure to comply with such covenants or the occurrence of any of the specified events set out in the agreements may restrict distributions by OPC, increase finance costs, result in acceleration of indebtedness, increase collateral or equity contributions, or trigger demand by the lenders. In addition, in the event of such breaches or the occurrence of events specified in the relevant agreements (e.g., the TEF Loan), OPC may be required to provide additional capital. Calls for immediate repayment may result in enforcement of collateral or guarantees provided by OPC, may have an adverse effect on OPC, and could trigger cross-default provisions in OPC’s financing agreements. OPC may face restrictions on raising debt financing. OPC may be limited in the amount of credit it may receive in Israel due to regulatory restrictions imposed on financial institutions regarding the amount of loans that Israeli banks are permitted to grant to single borrowers or groups of borrowers as a result of the group of companies to which OPC and its controlling shareholder belong (or entities related thereto). Similar restrictions may also apply to non-banking entities with respect to their investments or credit they provide. Furthermore, various investors have investment policies that include ESG targets that may limit the financing amounts available to OPC. OPC may not achieve its environmental, social, and governance (“ESG”) goals or meet and comply with emerging ESG expectations and regulations. In recent years, investors and other stakeholders, particularly credit providers, customers, and employees, have become increasingly aware of the climate and environmental effects associated with various activities. In addition, regulatory involvement in the area of ESG is increasing, and various ESG-related regulations are imposed under various frameworks. Existing and potential investors and other stakeholders (including customers) may take into account ESG considerations relating to environmental, social and corporate governance aspects as part of their investment and business policies, including in relation to the provision of financing. This trend may manifest itself in various ways, including subjecting investments and/or provision of credit to compliance with ESG standards, implementation of policies by investors, an increase in finance costs and difficulty in hiring employees. In addition, the adoption or tightening of regulatory provisions applicable to OPC’s activities, especially environmental requirements – may entail substantial costs. These trends may have an adverse effect on OPC’s business and financial position, including loss of customers (specifically due to possible preference for electricity from renewable sources), restricting OPC’s ability to implement its growth plan or the hiring of new employees, impairment of assets, an increase in the price of debt, erosion of OPC’s value, or an adverse effect on OPC’s market position. OPC’s operations are significantly influenced by regulations. OPC is subject to significant government regulation. See “Item 4.B Business Overview—Regulatory, Environmental and Compliance Matters.” The electricity generation and supply sector is affected by government policies and is subject to extensive regulatory and governmental oversight, given the central role of electricity and energy pricing in the economies of the markets in which OPC operates. OPC is exposed to changes in these regulations as well as changes to regulations applicable to sectors that are associated with its activities. Various regulations and changes in regulation may have an adverse effect on OPC’s activity and results and on its terms of engagement with third parties, such as its customers and suppliers, including natural gas suppliers. Furthermore, regulatory processes might lead to delays in obtaining permits and licenses (for example, the pending proceedings relating to CPV Valley’s Title V permit), the imposition of penalties, the filing of criminal indictments or the instigation of administrative proceedings against OPC and its management, and damage to OPC’s reputation. In recent years, the industry in which OPC operates has been subject to frequent regulatory changes, and OPC believes that additional changes to the regulatory framework applicable to the sector may be implemented in the coming years, including due to the continued development of the independent power generation market in Israel in line with the government’s targets, and government policies in Israel and in the U.S. Regulatory changes may be introduced in response to shifts in electricity demand, increased regulatory intervention, or enforcement of competition laws, including measures aimed at enhancing market competition. For example, there were significant revisions to the tariff structure in Israel in 2023, which impacted OPC’s results. Regulatory changes, changes in regulators’ policies or in their interpretation of the regulations may have various impacts on the power plants owned by OPC or the power plants it intends to develop (as well as on the economic viability of the construction of new power plants) or the economic viability of taking part in tenders in this area. The regulations that impact OPC may apply pursuant to competition laws or in the context of promotion of competition. Regulatory developments relating to OPC or its competitors, and changes in the regulatory schemes applicable to OPC or its competitors, may have a material adverse effect on OPC’s results and its competitive position. 14 Additionally, OPC requires certain licenses to produce and sell electricity in Israel, and may need further licenses in the future. For example, in February 2023, the EA proposed a resolution to, among other things, grant a supply license to Rotem. Rotem was granted a supply license effective as of July 1, 2024 for the period of Rotem’s production license. The license addresses the application of certain standards to Rotem, including those regarding deviations from consumptions plans submitted by private electricity suppliers and the application and criteria of the complementary arrangements in light of the EA’s stated intention to align the regulation that applies to Rotem with the regulation applicable to other manufacturers entering into bilateral transaction, thereby allowing Rotem to operate in the energy market in a manner that is similar to that of other electricity generation facilities that are allowed to conduct bilateral transactions. Furthermore, OPC’s activities are subject to environmental laws and regulations aimed at enhancing environmental protection and reducing the impact of environmental hazards, including, inter alia, by setting restrictions relating to noise, pollutant emissions and treating hazardous substances. Failure to identify new or amended legislation or to appropriately interpret the provisions of applicable law, objections procedures filed by various parties with respect to OPC’s projects, failure to control and monitor implementation and adherence to legal and regulatory requirements – including license terms and conditions, failure to obtain or renew required permits or licenses or imposition of more stringent licensing terms and conditions, regulatory changes, application of stricter regulation to independent power producers, or non-compliance therewith, may cause OPC to incur substantial costs or significant capital expenses, prevent the development of projects and could have a material adverse effect on OPC’s results. Furthermore, adoption and implementation of ESG objectives or requirements set by various organizations, voluntarily or pursuant to new regulatory provisions, may expose OPC to additional requirements or, in the event of failure to comply with the objectives or requirements, to restrictions on making investments and obtaining credit, and impair its operations. OPC faces risks relating to gas supply agreements, the System Operator and the IEC and PPAs. OPC has agreed to purchase minimum quantities in its gas supply agreements In accordance with gas supply agreements, OPC Israel group companies are in some cases required to consume minimum quantities of gas set forth in gas supply agreements (a “take-or-pay” undertaking), or to undertake to purchase gas from the gas supplier. Failure to consume the minimum quantities of gas may be caused by, among other things, an operational malfunction as a result of which electricity generation is not possible, or a material decrease in generation needs, including due to lower generation quantities prescribed by the System Operator. The purchase of gas in quantities lower than those required under the contractual obligation may expose OPC group companies that are party to such gas supply agreements to additional payment obligations to the gas suppliers. In addition, from the commercial operation date of the Karish Reservoir (which began commercial operations in 2023), the total take-or-pay undertaking to Energean and Tamar by Rotem and Hadera is expected to be higher than the obligation prior to the operation of the Karish Reservoir, although a utilization or sale of the gas surpluses may, to a certain extent, offset such obligations. In addition, the gas supply agreements include provisions specifying periods during which the supplier is not obligated to deliver gas, which may require OPC to procure gas at prices higher than those set forth in the agreement. 15 Unavailability of OPC’s power plants or deviation by OPC’s power plants from the PPAs’ terms, regulatory arrangements, the terms and conditions of the generation license, or relevant covenants. Unavailability of OPC’s power plants which is not in accordance with the terms and conditions of the PPAs, applicable regulatory arrangements (for example, with respect to the Zomet Power Plant), the terms and conditions of the generation license, or relevant covenants may expose OPC Israel group companies to excess payments or breaches of their obligations, disputes with the System Operator, the regulator, or impair their ability to benefit from applicable arrangements. OPC’s facilities in the U.S. may be subject to penalties in the event of unavailability under certain circumstances. Engagement in new PPAs and renewal of existing PPAs A substantial portion of the energy sold by OPC in Israel is sold to private customers under PPAs for defined periods. When the PPAs signed by OPC expire, OPC will need to sign new PPAs with other customers or renew the existing PPAs. There can be no assurance that OPC will be able to enter into new PPAs with customers having the same or better credit or risk profile, for appropriate periods, or renewing existing PPAs upon their expiration, for various reasons or enter into new PPAs on terms that are at least as favorable as those expired PPAs, due to among other things changes in market or competitive conditions. If OPC fails to renew or enter into new PPAs with terms and conditions that are favorable for OPC, its operating results may be adversely affected. OPC faces limitations under Israeli law in connection with the expansion of its business. Existing regulation, such as competition laws, current regulations under the Israeli Law for Promotion of Competition and Reduction of Concentration, enacted in 2013 (the “Market Concentration Law”) or regulations under the Israeli Electricity Sector Law, 5756-1996 (the “Electricity Sector Law”) may lead to the imposition of certain restrictions, including restrictions on maximum capacity or scope of sales to consumers, which may limit the expansion of OPC’s activity in Israel. OPC believes that the capacity set in the generation licenses (in accordance with conditional and permanent generation licenses) of entities, which are considered related parties of OPC, is deemed to be held by a single “person.” OPC has estimated that the held capacity attributed to it is approximately 1,500 MW with respect to natural gas. Furthermore, in accordance with the relevant regulation, holding a stake of 5% or more in OPC or its Israeli investees (including Veridis’ holdings in OPC Israel) may result in the capacity set in the licenses of the holder of such a stake (or its shareholders) being attributed to OPC. Therefore, the capacity attributed to OPC (plus the capacity attributed to entities that may be considered related parties for that purpose) may prevent OPC from making certain acquisitions or executing certain projects, thereby limiting OPC’s ability to expand its activity in Israel. OPC faces risks in connection with entry (or attempts to enter) into new markets, to complete acquisitions, or to integrate acquired operations. OPC’s entry into new markets and geographic regions exposes it to market-specific risk factors, including local regulatory frameworks and the economic and political environments therein. Furthermore, operations in new markets depend on a variety of factors, including familiarity with the relevant markets, the ability to identify suitable transactions, performance of comprehensive due diligence, recruitment of qualified personnel, and securing of the required financing. Failure in one or more of these factors may adversely affect the success of projects in those markets and, consequently, OPC’s operations and results. Furthermore, the integration of significant newly acquired operations into OPC’s existing activities may involve failures in various processes, including internal control and information-flow processes, implementation of management procedures, alignment of financial reporting formats, successful absorption of the new operations and their personnel, as well as OPC’s understanding of the markets in which the acquired activities operate, and the integration of their business strategies and development plans. Failure in one or more of the foregoing factors may adversely affect the realization of the acquired operations’ potential. Some of OPC’s projects are not, and future projects may not be, wholly owned or controlled by OPC. OPC does not own and will not own all of OPC’s existing projects or holdings (including OPC Israel, OPC Power and most of the projects of CPV Group) and future projects. Non-exclusive ownership or control in projects or holdings may limit OPC’s operational flexibility and be subject to the terms of agreements with other interest holders and may also restrict OPC’s ability to fully realize the rewards and exercise the same degree of control as it would under exclusive ownership or control. 16 Changes in the foreign exchange rates (especially with respect to the USD), the CPI in Israel, and interest rates could adversely affect OPC. Foreign exchange rates (especially with respect to the USD) As part of its operations in Israel, OPC is exposed to fluctuations in the exchange rates, mainly to the U.S. Dollar exchange rate, both directly and indirectly, due to among other things, a substantial portion of its revenues being linked with the generation tariff (which is partly affected by changes in the U.S. Dollar exchange rate); and these natural gas purchase agreements are also U.S. Dollar linked and/or denominated in U.S. Dollar, and are linked to the generation tariff and include U.S. Dollar-denominated minimum prices. Therefore, an appreciation of the U.S. Dollar increases the cost of natural gas purchased by OPC. In accordance with the Revision of the Tariff Structure prescribed by the EA, the generation component is updated semi-annually based on a defined set of metrics and an orderly methodology that also reflects exchange-rate movements during 2025; accordingly, timing gaps and other issues may arise between the effect of an appreciation in the U.S. Dollar exchange rate on OPC’s gas cost and its effect on OPC’s gross margin. Such differences may adversely affect OPC’s profitability and cash flows, at least in the short term. Furthermore, from time to time, OPC has entered, and enters from time to time, into material construction and maintenance contracts in various currencies, specifically the U.S. Dollar and the Euro. Accordingly, OPC is exposed to changes in the exchange rate of such currencies. With respect to OPC’s investment in CPV Group, which operates in the United States, and whose functional currency is the U.S. Dollar, generally, a decrease in the exchange rate adversely effects the value of OPC’s U.S. Dollar-denominated investment and OPC’s net income and equity which are translated to OPC’s functional currency (NIS). If there is a need to raise NIS-denominated sources in Israel to fund the investments in CPV Group’s backlog of projects under development, an increase in the exchange rate of U.S. Dollar may trigger higher funding requirements to finance the investments. CPI OPC’s operations in Israel are, directly and indirectly, exposed to CPI changes, mainly because a substantial portion of its revenues is linked to the generation tariff (which is partly CPI-linked). Natural gas purchase prices are also linked to the generation tariff and include a U.S. Dollar floor price. Furthermore, some of OPC’s capital costs and investments are linked to the CPI, directly or indirectly. OPC is further exposed to changes in the CPI, primarily due to the terms and conditions of OPC’s debentures (Series B) and some of the Hadera project financing agreements (which are not subject to hedging arrangements). Accordingly, an increase in the CPI raises OPC’s liabilities and costs. Therefore, the structure of OPC’s activities includes a partial natural hedge – despite the fact that an increase in the CPI increases OPC’s costs (including financing costs) and investments, the structure of the revenues should reduce such exposure, such that OPC’s profits could be positively affected by an increase in the CPI. Nonetheless, the generation component is impacted by various parameters and is subject to changes (including by regulation), generally, once a year (in 2026–2028 once every six months in accordance with a predetermined linkage mechanism); accordingly, differences are possible between the impact of inflation of OPC’s costs and its impact of the revenues and, accordingly, on OPC’s gross margin for that period. Interest rates (NIS and USD) OPC is also exposed to changes in interest rates as OPC has interest bearing loans and obligations bearing variable interest which is mainly based on SOFR plus a spread. An increase in variable interest rates is expected to lead to higher finance costs for OPC, in connection with both existing debt and debt that may be raised for refinancing and/or growth purposes. Furthermore, an increase in interest rates is expected to affect discount rates used for OPC’s projects (whether operational, under construction or in development), and may make further development/acquisition of projects no longer economically viable, thereby slowing OPC’s growth and potentially resulting in impairment of assets and/or recording of impairment losses. 17 OPC faces risks relating to liquidity and potential difficulty in securing the funding resources required to achieve its future strategic plans, including risks relating to high leverage levels. As a business that is engaged in, among other things, the initiation, development and acquisition of power generation projects, OPC needs to raise large amounts of funds in the next few years in connection with execution of its strategic plans. The financing agreements of the OPC group, including OPC’s debentures, restrict the amount of debt OPC group is permitted to incur and provision of collateral to secure such debt. In addition, raising capital involves risks relating to high leverage levels and financing costs. High leverage exposes OPC group companies to inherent risks involved with leverage and could have an adverse impact on their credit ratings, ability to raise debt financing and the amount that can be raised, operating results and businesses and on their ability to repay their obligations, comply with the terms and conditions of the financing agreements or distribute dividends. High leverage may also require OPC to provide additional collateral or guarantees of obligations of its subsidiaries or associated companies. In order to execute its plans, OPC may also be required to raise capital from investors (in addition to or instead of raising debt financing), both at the OPC level and/or at the level of its subsidiaries or associated companies. Raising capital could result in OPC shareholder dilution or the sale of OPC shares at a discount, as well as additional costs. There is no assurance that OPC will be able to raise the amounts required or as to how any financing will be undertaken, and the ability to raise capital will depend on market conditions, the provisions of OPC group’s financing agreements and the debt structure of the OPC group, investors’ willingness to take part in capital raising (including OPC’s shareholders) and OPC’s operating results. Difficulties in securing the required financing and/or failure to maintain an optimal debt structure may have an adverse effect on OPC’s ability to execute its future strategic plans, on its financial strength, on its compliance with the terms of its finance agreements and on its operating results. The materialization of the risks described above may result in increased financing and liquidity requirements and may increase OPC’s financing costs and liquidity challenges as well as its exposure to credit risks. OPC faces risks in connection with project financing agreements. Project finance agreements of OPC (such as those of CPV, Hadera, Zomet, and the Gat Power Plant) include various undertakings, such as compliance with the terms of licenses and permits, compliance with performance targets and other terms and conditions (including conditions for drawing under the facilities), and failure to comply with such undertakings may limit the amount of financing or distributions, and may even give rise to a call for repayment. In addition, such agreements include terms and conditions including cash sweep provisions, and provisions which require the lenders’ consent to take certain actions relating to among other things commercial plan, the project’s activity and its ownership and undertakings to publish various reports. Failure to comply with the conditions and restrictions, or failure to obtain the lenders’ consent may, among other things, have an adverse effect on the financing extended (and even establish grounds for the lenders to call for repayment), increase the equity required for the project, lead to a demand to provide financial support and consequently increase costs, delay or prevent the completion of the project (if it is a project under construction), adversely affect the project’s commercial operation, delay or prevent the execution of certain measures and have a material adverse effect on OPC. OPC is dependent on dividends from subsidiaries and associated companies. As a holding company, OPC itself does not have material, independent power generation operations other than its investments in the companies it owns. Therefore, OPC is dependent on cash flows from the subsidiaries and associated companies it owns (in the form of dividends or repayment of shareholder loans) in order to meet its various liabilities. OPC’s ability to receive such cash flows may be limited due to various factors, including operating results of its subsidiaries and associated companies, restrictions placed on distributions under agreements with the financing entities of OPC companies, including payment requirements under such agreements. A decrease in free cash flows from Rotem, Hadera, Zomet, Gat, CPV Group and other future projects, or restrictions on OPC’s ability to receive those cash flows may have an adverse effect on OPC’s operating results and its ability to meet its obligations. Instability in global markets and the global geopolitical environment. Instability in global markets, including political or other instability due to various factors, as well as instability in the banking system in the financial markets, economic instability, including concerns about a recession or a slowdown and uncertainty in the geopolitical environment, may affect, among other things, OPC’s supply chain, the availability of financing, credit and liquidity, prices and availability of OPC’s raw materials, gas and electricity tariffs, the cost and availability of personnel in the power plants, the availability of supplier and financial stability of OPC’s suppliers, project construction schedules (as a result, among other things, of delays in the supply chain and the availability of foreign experts and contractors), and the financial strength of OPC’s customers and creditors. Such instability may also cause disruption in the development, construction and maintenance of generation facilities and power plants as well as the activities of OPC as a whole. Furthermore, instability in global markets as well as disruptions to supply chains adversely affect OPC’s projects that are under development or construction in Israel and the U.S. (including equipment costs and supply schedules), as well as OPC’s ability to secure the financing required for such projects and to continue the related construction or development activities. 18 The global geopolitical environment (including the War and subsequent military conflicts with Iran such as Operation Rising Lion and Operation Lion’s Roar, the Russian invasion of Ukraine, tensions between the United States and China resulting in increased risks in maritime trade routes) has been unstable. This ongoing instability and its effect on global economic relations and trade routes gives rise to wide-ranging macroeconomic consequences, which may manifest in, inter alia, energy price volatility, heightened economic uncertainty, higher import taxes, disruptions and delays in supply chains, increases in equipment and commodity prices, and constraints on their availability. Such factors have affected equipment prices around the world, including OPC’s. There is no certainty as to the scope and duration of those trends and their long-term consequences. The political and security situation in Israel. A deterioration in the political and security environment in Israel and around the world may disrupt OPC’s operations and adversely affect its assets on various levels, thereby adversely impacting its operations and results. Security and political events, such as war or terrorist attacks in the markets where OPC operates, may damage the facilities used by OPC, including OPC’s power plants and projects under construction, as well as its IT systems; such events may also result in shortages of labor and foreign experts, disruption or damage to the natural gas transmission system and the electrical grid, and cause damage to OPC’s material suppliers - including natural gas suppliers or its material customers; these effects could harm the continuous, reliable and high-quality supply of electricity. In addition, a deterioration in the political and security environment or increased political instability in Israel could negatively impact Israel’s economy, including its sovereign credit rating and the stability of its financial system (banks and institutional entities) and, in turn, adversely affect OPC’s ability to promote new projects, secure financing for its activities, and pursue further projects. Furthermore, such deterioration may have an adverse effect on electricity demand and on the consumption patterns and/or financial position of OPC’s customers in Israel, which, in turn, may adversely affect OPC’s results. A deterioration in OPC’s results may adversely affect its ability to meet its obligations under the finance agreements and deeds of trust, specifically - its compliance with the financial covenants, as well as its liquidity, debt repayment capacity and debt refinancing (including the extension of short-term credit facilities). In addition, negative developments in the political and security environment in Israel may result in boycotts by various parties or in claims by contractual counterparties that their obligations under agreements with OPC has been terminated or suspended due to force majeure events, reducing the availability of certain professional experts. In addition, workforce availability has been and may be impacted, as certain of OPC’s employees in Israel may be mobilized for reserve duty, and their absence may affect OPC’s activities. Furthermore, security developments may impede maintenance and construction work and may adversely impact the supply chain and the availability of components - due to geopolitical tensions, ongoing risks to trade routes, and intermittent reductions in airline operations. Such impacts may impair the timely arrival in Israel of equipment and foreign personnel necessary for maintenance and construction work at OPC’s sites and may disrupt the schedules. Despite the fact that certain damages resulting from war or terrorist attacks are covered under the Property Tax and Compensation Fund Law, as well as under covenants and insurance policies subject to the liability limits agreed with the insurers, there can be no assurance in such cases that OPC will be compensated in full or at all for direct or indirect damages it may suffer. In light of the increasing risks and the security events that have materialized in recent years, insurance terms and conditions have become more costly and generally provide lower coverage limits or additional exceptions than in the past, and may continue to deteriorate and may hinder OPC’s ability to renew its insurance policies or even restrict the extent of available coverage under similar terms and conditions or at all. Changes in the political conditions in the U.S. or security or global geopolitical events may affect OPC’s activity in the U.S., including natural gas and energy prices, as well as government policies in the field of energy or other fields affecting the energy domain (such as trade policies) and prices of equipment needed for power plants and facilities for electricity generation. Security or political events in the U.S. or around the world may adversely affect OPC’s activities (in the U.S. and Israel), including in aspect of supply chains (such as project schedules and equipment pricing), electricity and gas supply and demand dynamics, heightened cybersecurity risks, reduced activity, and macroeconomic effects. 19 Critical equipment failure. Disruptions, defects, accidents and technical malfunctions in critical equipment of OPC’s generation facilities, and any inability to maintain inventory levels and quality as well as a sufficient level of spare parts, may damage OPC’s ongoing operations and its ability to maintain power generation or construction continuity causing, among other things, delays in the electricity generation, difficulties in fulfilling contractual obligations, loss of income and higher expenses, which may adversely affect OPC’s profits, to the extent not covered under its insurance policies by contractors or equipment suppliers. Although OPC has long-term service agreements with the manufacturers of the critical equipment and carries out preventative and scheduled maintenance works, there is no certainty as to OPC’s ability to prevent damages and shutdowns as a result of any such disruptions and malfunctions, which may cause disruption to the power plants’ activity and harm to OPC’s results, loss of income or capacity payments as well as material costs arising from the maintenance work (which may not be fully covered by insurance, which generally include liability caps, deductibles or exclusions regarding damage, as the case may be). OPC’s activities and operations are affected by natural disasters, climate change, and fires. Global climate changes pose physical and transition risks to OPC's facilities affecting its operations, which include, among other things, gas power plants, solar fields and wind farms. The intensification of extreme climatic events and their increased frequency, including heat waves, cold snaps, extreme rain events, flooding and strong winds may harm the supply chain, the availability of the energy generation facilities in Israel and the US, the continuity of the electricity supply and its reliability, and impose increased operating and maintenance costs on OPC. Climate change may also give rise to opportunities, including, among other things, due to an expected increase in long-term demand for electricity and an increase in demand for and prices of renewable energy. Intense rain events and floods may affect OPC's sites, including the Hadera Power Plant, which is located near the stream. Furthermore, an increase in extreme temperatures and heat waves may affect the safety and operational efficiency of OPC's sites. For example, in the Rotem Power Plant located in the Negev and CPV power plants in the southern U.S., there is a risk of an increase in the frequency and intensity of extreme heat events. In the U.S., some of OPC's sites are also exposed to the risks of cold snaps that could impair their maintenance and operation. Furthermore, changes in wind patterns could affect the performance of OPC's wind energy facilities in the U.S., including the scope of electricity generation and long-term stability of revenues, as well as the operation of equipment at gas-based power plants in Israel. Safeguards or the additional actions taken by OPC to address these risks do not fully guarantee protection against exposure to these risks. In addition, in light of the nature of OPC’s activities, including its use of flammables, operations involving high temperatures and pressures and storage of fuels, OPC’s facilities are exposed to fires and explosion risks, and as a result, to environmental risks as well. If OPC’s facilities are damaged because of natural disasters or fire, restoration may require substantial resources and an extended period, which could lead to a full or partial shutdown of the affected power generation facilities and result in a loss of revenue. OPC purchases insurance policies intended to cover risks associated with its operations, as required under its licenses and pursuant to the finance agreements to which it is a party, however such insurance policies do not cover all events or damages which may be suffered. Accordingly, there can be no assurance that, in such circumstances, OPC will be able to recover compensation for all or any of its losses (in whole or in part), and because of such events, OPC’s operations and results may be materially and adversely affected. Such events may adversely affect suppliers, customers, and infrastructure used by OPC’s facilities (primarily electricity and gas infrastructure), and may indirectly adversely affect OPC’s operations and results. Impact of the War on OPC operations in Israel There is a significant uncertainty as to the development of the War and its impact on OPC and its operations, and there is also significant uncertainty as to the impact of the War on macroeconomic and financial factors in Israel, including the situation in the Israeli capital markets and the credit rating of the State of Israel. 20 OPC’s business activities may be affected by the War in the following ways: Uninterrupted activity of the power plants—OPC power plants in Israel continued to generate electricity pursuant to the provisions of their electricity generation licenses and in accordance with the guidance of the relevant entities and the Ministry of Energy and Infrastructure. OPC’s sites (as with most private business activities in Israel) could be exposed to physical damage as a result of the War. OPC companies in Israel (including Rotem, Hadera, Gat and Zomet) have obtained insurance policies that provide certain coverage in connection with certain types of damage due to terrorist and war activities. OPC is subject to risks that insurance cover may not compensate all or even some of any damages suffered. Furthermore, OPC’s operations in Israel are subject to the directives of the Ministry of Energy’s Department of Emergency, Security, Information, and Cyber regarding cyber defense matters in power plants. OPC employs a multi-faceted approach with respect to protection of its generation facilities against cyber-attacks, particularly protections against outside intrusions, protections against internal attackers that have access to the control networks of the power plants (e.g., suppliers and technicians) and the creation of real time capabilities for monitoring and identifying cyber events. There is no certainty that such defensive measures and actions will prevent cyber-attacks or breaches, the risk of which is higher due to the War. In addition, due to the closing of Israel’s airspace, and restrictions imposed from time to time due to the state of war, delays may occur in the arrival of foreign experts and teams who conduct scheduled and unscheduled maintenance work in OPC’s operational power plants, which may have an adverse effect on the power plants’ availability and generation capacity. Due to the Operation Lion’s Roar, force majeure notices were received from suppliers and contractors alongside limited availability of work teams and foreign experts at the activity sites in Israel, including the Sorek 2 (see below) and Hadera sites (with respect to malfunction). Uninterrupted supply of natural gas to the power plants—OPC’s power plants’ main suppliers of natural gas are Tamar and Energean as well as the Leviathan reservoir. In 2025, the Tamar reservoir operated regularly with exception of a non-scheduled shutdown for a short period during Operation Rising Lion. At various points during the War, the natural gas reservoirs (including Energean’s Karish reservoir) were fully shut down and natural gas for OPC power plants was purchased primarily from the Tamar reservoir (which was shut down for a relatively short period) alongside limited use of diesel fuel. In addition, during Operation Lion’s Roar, all gas rigs (including the Karish reservoir) were shut down for varying periods of time; the Tamar reservoir resumed operations after several days of shutdown, while the Karish and Leviathan reservoirs have not yet resumed operations. OPC is making preparations for a sustained impact on the gas suppliers’ activity, including limited use of diesel fuel in OPC's power plants where necessary. The Tamar reservoir has supplied all of OPC’s gas needs. However, some of the gas was purchased at a higher price than the alternative price from a Karish Reservoir, which has not had a material effect. Additionally, in view of the state of emergency declared in Israel, demand has declined to a certain extent; however, the full effects of the operation on OPC's material customers (if any) are not yet clear. In addition, force majeure notices were received from suppliers and contractors alongside limited availability of work teams and foreign experts at the activity sites in Israel, including for Sorek 2 (which is currently under delivery inspections) and the Hadera site (which is currently undergoing unscheduled maintenance work). Given that Operation Lion’s Roar is ongoing, there is no full certainty as to its full effects and implications on OPC's activity, if any. In 2025, there were generally no material changes in OPC's natural gas costs. Natural gas shortage or disruption to the supply of natural gas from the Karish Reservoir (without the implementation of compensatory arrangements under Covenant 125) has an adverse effect (potentially a material adverse effect) on OPC's natural gas costs, contingent on, among other things, the duration of the shutdown and the conditions in the general gas market in Israel. However, the ongoing operations of the gas reservoirs may be significantly impacted by a deterioration of the defense (security) situation in Israel, particularly in the north. During the suspension period of the Tamar reservoir in 2023, OPC acquired natural gas mainly from Energean as well as under short term agreements and casual transactions in the secondary market. OPC believes that a number of maintenance works is expected to take place in the Tamar Reservoir and Karish reservoir in 2026. Rotem, Hadera and Zomet power plants are “dual fuels” generators of electricity (i.e., they have the capability of operating using both natural gas and diesel oil, subject to adjustments). During this period, the plants had a sufficient amount of diesel oil in conformance with the terms of the license of each plant. Hadera and Zomet power plants are subject to Covenant 125, which covers a case of a shortage of natural gas in the economy. Pursuant to OPC’s position and based on past experience, Covenant 125 also applies to Rotem power plant, and OPC has expressed its position to the EA regarding this matter. 21 Electricity Demand — OPC’s customers (including significant customers) have facilities in Israel that could be exposed to physical damage or to economic and other consequences of the War, and their continued regular operation (and, in turn, OPC’s revenues therefrom) could also be negatively impacted by the War. During Operation Rising Lion, there was a certain decline in demand for power, which was temporary and caused by the suspension of economic activity during the operation and by physical damage to the production facilities of a major industrial customer (which subsequently resumed operations). With regard to Operation Lion’s Roar, in view of the state of emergency declared in Israel, consumption declined to a certain extent in the first few days; however, the full impact of the operation on OPC's customers and/or its revenues (if any) is not yet clear. Project Construction—the construction of OPC’s projects in Israel requires the arrival of equipment and foreign teams to the country, which is subject to disruptions if restrictions are imposed on Israel’s airspace or travel alerts due to security conditions. In addition, due to, among other things, the foregoing, during Operation Rising Lion force majeure notices were received from suppliers and contractors mainly with respect to the Sorek 2 project, which is under construction. In addition, during Operation Lion’s Roar, the construction contractor announced the evacuation of teams from the Sorek 2 site, whose construction has been substantially completed and, which is currently under the inspection stage. Additional maintenance contractors issued force majeure notices due to Operation Lion’s Roar. Financial strength and liquidity—A significant adverse impact on the ability to generate cash from OPC’s operating activities in Israel due to, among other things, occurrence of one of the risks above, could have an adverse effect on OPC’s financial strength and on its ability to comply with the provisions of financing agreements, including the debentures, as well as on the ability to utilize credit facilities. A negative impact on the credit rating in Israel and, accordingly, a possible negative impact on the credit rating of the banks in Israel, could impact compliance with the minimum rating commitments. For example, in 2025, Israel’s credit rating was not revised by the various rating agencies, however the rating outlook assigned by some of them remained negative and before 2025, other agencies upgraded it to stable. The downgrade of Israel’s credit rating and, accordingly, the downgrade of Israeli banks’ credit rating may affect the terms and availability of OPC’s credit or guarantee facilities. During 2025, the Israeli capital market demonstrated resilience and recorded price increases. There is significant uncertainty regarding the security situation in Israel and its developments. There is also significant uncertainty as to the full ramifications of the War on macroeconomic and financial factors in Israel, in the long term. The War, reigniting of the War on other fronts, the expansion of the War and/or escalation of the security situation and internal security situation in Israel may adversely affect OPC’s activity, results and liquidity, including due impact on OPC’s material suppliers and customers and/or engagement terms and conditions therewith (such as maintenance contractors, gas suppliers, equipment suppliers and construction contractors, including global suppliers and potential suppliers) and/or macroeconomic factors and the capital markets. Such effects may apply both at the level of OPC’s projects in Israel (costs and availability of gas, maintenance of operational projects, construction work in projects, which are not yet operational and advancement of projects under development) and at the level of OPC’s overall business activities. OPC’s operations and financial condition may be adversely affected by the outbreak of pandemics or events related to public health or safety. Pandemics (such as COVID-19) or other public health and safety events may lead governments to impose restrictions on trade, movement and business activity, the effects of which may be felt globally. An outbreak of another pandemic, including infections at OPC’s power plants and other sites or could have a material impact on OPC’s key suppliers (such as suppliers of natural gas and construction and maintenance contractors) or on OPC’s principal customers, may adversely affect OPC’s operations and performance, as well as its ability to complete projects under construction on schedule or at all and/or to execute future projects. Such events may result in restrictions on mobility and business activity, disruptions and congestion in global supply chains for commodities and raw materials, as well as delays in the delivery of equipment and cost of overruns in projects under construction and in development. OPC requires a skilled workforce. OPC needs a professionally-trained and skilled workforce in order to manage OPC’s operating activities, execute the projects it owns and provide services to customers, suppliers and other parties. The services provided by OPC require special training. During the construction phase of power plants’, the majority of the personnel required – including employees, experts, and advisors (engaged either directly or as external service providers) are highly specialized professionals typically recruited by OPC from multiple countries. Difficulties in locating experts and employing skilled workers, lack of knowledge and specific professional capabilities, shortage of manpower, high employment costs and failures in HR management (including employee and manager retention and development and knowledge retention), could lead to a loss of essential knowledge, failure to meet OPC’s objectives, failure by OPC to adapt its workers’ placement needs and provide infrastructure that is in line with OPC’s growth. Furthermore, travel restrictions implemented as a result of a pandemic or natural disaster or any other event of deterioration or escalation in the political and/or security situation, including the War, may lead to a shortage of expert employees, which may lead to delays in the construction of the power plants and have an adverse effect on OPC’s activity and results of operations. In case of a shortage of professionally trained employees, OPC will be required to find alternative employees, adapt the required training or find other solutions by using external service providers. However, there is no certainty that the alternatives will fully meet OPC’s needs. 22 Similarly, the success of CPV depends on its ability to recruit and retain talented and skilled employees, both in technical/operative positions and in headquarter/management positions. CPV depends, to a certain extent, on key employees for the development, implementation and execution of its business strategy. Difficulties in recruiting and retaining talented and skilled employees, difficulties in effective transfer of the expertise and knowhow of employees to new team members as employees retire, or unexpected resignation or retirement of key employees may have an adverse effect on the performance of CPV. In addition, in recent years there has been increasing competition for professional, skilled personnel - driven, among other things, by industry competition and growth in data centers and advanced technology activity (including AI) - which may further exacerbate the shortage of qualified experts in the field (in Israel and the U.S.), raise employment costs required for retention, and impair OPC’s ability to retain employees and key personnel (including project development specialists). As a company operating in the U.S. (a large and highly competitive market), OPC may face increased risks relating to the recruitment and retention of qualified professional personnel. OPC’s management decisions may be restricted by collective agreements. Most of Rotem’s and Hadera’s workers are employed under collective bargaining agreements. Furthermore, following the announcement regarding the establishment of an employee representative body at the Zomet power plant, negotiations are underway to reach a collective agreement for the employees who are members of this body, constituting approximately 50% of the power plant’s employees. Other employee organizations may lead to additional collective bargaining agreements. The collective bargaining agreements may restrict OPC’s management’s operational flexibility and give rise to additional costs for OPC. Furthermore, difficulties in renewing collective bargaining agreements or the occurrence of any related labor disputes may adversely affect OPC’s operations in Israel and its operating results. For further information on these collective agreements, see “Item 4.B Business Overview—Our Businesses—OPC’s Business—OPC’s Description of Operations—Employees.” An interruption or failure of OPC’s information technology, communication and processing systems or external attacks and invasions of these systems, including incidents relating to cyber security, could have an adverse effect on OPC. OPC uses information technology systems, telecommunications and data processing systems to operate its businesses. OPC faces the risk of cyber-attacks or damage to OPC’s IT and data systems. Such physical, technical, or logical damage to the administrative and/or operational systems, for any reason whatsoever, might expose OPC to harm to and disruptions in its electricity production and supply, in OPC’s IT systems, or in OPC’s reputation and may also result in data theft or leaks (including leaks of private information). In addition, a lack of compatibility between IT systems, management and business departments and the existence of technological gaps, increase cyber risks. The fact that OPC is an Israeli company puts it at a higher risk of cyber-attacks. In the event that a major cyber-attack against OPC occurs and is not protected by its defense systems, this may have a material adverse effect on OPC’s operations and reputation. In addition, OPC may incur costs to protect itself against damage to its IT systems and to recover from any such damage, including, for example, a system recovery, protection against any legal actions or compensation to affected third parties. 23 In 2025, the use of various AI platforms has increased. Despite its rapid expansion, the use of AI remains in a learning and development phase, and its full risks and implications for the market, the industry and OPC’s operations have not yet been fully clarified. Such use may expose OPC to increased cybersecurity risks, and to various risks pertaining to leakage of sensitive information, competitive disadvantage, or to disruptions in the information provided to OPC due to misuse or incorrect implementation of AI platforms. OPC is exposed to litigation and administrative proceedings. OPC is involved in various litigation proceedings, and may be subject to future litigation proceedings, which could have adverse consequences on its business. Legal disputes, litigation and/or regulatory proceedings are inherently unpredictable (including proceedings with regulators, tax authorities (including real estate tax authorities), the System Operator (including disputes arising under PPAs and regulations applicable to projects and in the U.S. – proceedings with the ISO and the exercise of its powers), and/or the ILA), are inherently uncertain, and judgments or outcomes may differ materially from OPC’s expectations, including with respect to operating results and/or the amounts awarded, if any. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect OPC’s ability to conduct its business and may have a material adverse effect on OPC’s financial condition and results of operations or on the project’s viability. In addition, such investigations, claims and lawsuits could involve significant expense and diversion of OPC’s management’s attention and resources from other matters, each of which could also have a material adverse effect on its business, financial condition, results of operations or liquidity. Furthermore, calculations of provisions for income tax and indirect taxes of OPC as well as of the tax payment components in the cost of OPC’s assets are based on OPC’s estimates and assessments regarding various tax positions which are not necessarily certain. Furthermore, such legal proceedings and investigations may involve significant legal expenses and other financial, organizational and administrative resources, each of which may have a material adverse effect on OPC’s businesses, reputation, financial position, operating results or liquidity. Furthermore, disputes may arise with the System Operator regarding issues arising from the PPAs with the System Operator, resolutions of the authority and the arrangements applicable thereto, their scope and the manner in which they are applied. OPC’s insurance policies may not fully cover damage, and OPC may not be able to obtain insurance against certain risks. OPC and its subsidiaries maintain various insurance policies that cover damages customary in the industry. However, not all risks and/or potential exposures are covered and/or may be covered by OPC’s various insurance policies. Furthermore, insurance policies place coverage limits on certain risks, and include deductibles and/or exclusions, as a result of which any insurance benefits that may be received by OPC may not cover the full extent of the potential damages and/or losses and/or liabilities. The insurance policies include exclusions and deductibles that may limit coverage and prevent full recovery of potential losses, and, in general, timing gaps may arise even where an event is covered under applicable insurance policies. In addition, the insurance policies do not cover the full damage that may be sustained by OPC. The decision as to the type and scope of the insurance is made taking into account, among other things, the cost of the insurance, its nature and scope, regulatory and contractual requirements (including by virtue of project financing agreements), and the ability to obtain adequate coverage in the insurance market. OPC may not be able to renew or obtain insurance to cover certain risks, and there is uncertainty as to OPC’s ability to renew policies that cover war and terror risks in Israel due to the geopolitical uncertainty (and OPC may take out new policies whose terms and conditions are inferior to those of its existing policies). Any damages that are not covered or fully covered by OPC’s insurance policies may have an adverse effect on OPC, and there is no assurance that OPC or its subsidiaries and investees will receive full compensation under its existing policies in the event of damage. In addition, a failure to renew insurance policies may constitute a breach of OPC’s licenses and/or financing agreements. OPC is subject to health and safety risks. OPC’s operations involve various safety risks, including safety risks relating to the construction and operation of, and the equipment required to operate, OPC’s power plants, and the use of chemical substances by OPC’s power plants, some of which are toxic and/or flammable. Safety incidents may cause damage, injuries and even loss of life among employees and subcontractors’ employees. OPC may be exposed to civil or criminal procedures in respect of bodily injury or other damage, and consequently incurring reputational damage. The expansion of OPC’s activities into the construction and operation of additional power plants and generation facilities increases the likelihood that such risks will materialize. OPC has implemented reporting procedures and operational measures for handling safety incidents. However, such procedures may not be sufficient to prevent damage from occurring as a result of such incidents and such procedures cannot prevent safety incidents. OPC maintains third-party insurance and employers’ liability insurance, however, such insurance coverage does not guarantee full coverage in respect of the damage caused by any incidents. In addition, certain operations of OPC’s external contractors who participate in some of OPC’s projects are exposed to safety risks. Although external contractors should be liable for safety aspects of their operations, OPC may be indirectly exposed in the event of a safety failure arising from their operations. 24 Furthermore, OPC’s activities are subject to environmental, safety and business licensing laws and regulations that change on a regular basis. Legislative changes and stricter environmental standards may affect OPC’s facilities and associated costs. Deficiencies in and/or non-compliance with environmental and safety laws and the terms of permits and licenses granted to OPC thereunder may expose OPC and its management to criminal and administrative sanctions, including the imposition of penalties and sanctions, the issuance of closure orders to facilities, and expenses associated with cleaning and remediation of environmental damages, which might have an adverse effect on the operations and operating results of OPC. OPC faces risks in the construction and development of its projects. Projects under construction or development are associated with specific risks in addition to general or industry-specific risks, including Zomet which has only recently begun operations. The construction of a power plant involves a range of construction risks, such as risks associated with the development phases and advancement of the planning procedures, in supply chains and global demand trends for power plants’ equipment and renewable energy facilities, the construction contractor and its financial strength, the supply of key equipment and the condition of such equipment, including increases in equipment and material prices, transport costs and supply schedules, the condition of the facilities and their underlying systems, the execution of the work at the required quality and on time, obtaining the services required for the construction of the power plant and its connection to the grid and other infrastructure, the applicable regulations and obtaining the permits required for the planning and operating phases (including a commercial outline), for the execution of construction and for operation of the power plant, including obtaining the necessary permits for planning procedures, connection to the grid and infrastructure, the construction of the facility, shipment of the equipment, environmental permits, including emission permits and other licenses, and compliance with their terms and conditions. Such construction and development risks may affect the costs for construction workers of the projects, the project’s construction costs and budget, the construction completion schedule and could result in delays. Such risks are relevant to projects in Israel and those of CPV Group. The materialization of any such construction risks may, among other things, adversely impact OPC’s operating results and its operations due to an increase in construction expenses compared to the projected budget, impair the contractor’s ability to complete the project or pay compensation to OPC in respect of an inability to complete the project, or cause delays in the project, loss of profits due to the delays in the completion of the project and its commercial operation, or result in compensation payable to customers, non-compliance with commitments to third parties (including financing entities) in terms of schedule, forfeiture of guarantees, advance payments and collateral to secure the development and construction phases and/or cancellation of the projects and loss of investments. In addition, the provisions regarding the compensation of OPC by construction and equipment contractors for under-performance of the power plants and for the delay is normally capped. Therefore, there is no certainty that OPC will be able to receive any, or full compensation for direct and indirect damages it sustains. Such construction risks and failure to comply with performance requirements and meet deadlines may have adverse effect on OPC’s businesses and operations, including its liabilities to creditors, authorities and customers and may impact credit support OPC has provided in their favor. Further, projects under development may be exposed to risks that involve, among other things, objections by the public or other parties, unsuitability of the project’s planned site, infrastructure or technology, delays in approval/ refusal to approve statutory plans, a lack of the permits/consents required to advance the projects. The materialization of any of these risks may result in the cancellation or delay in the execution of projects under development, and an increase in OPC’s development expenses. In addition, projects under development are more exposed to risks associated with the potential loss of development expenditures required to advance the project (for example, entering into equipment procurement agreements and making advance payments), which are incurred at a stage when not all conditions for construction have been satisfied. 25 In connection with OPC’s efforts to implement its strategy to expand operations, during 2025 and in the coming years OPC is pursuing the development and construction of several significant projects concurrently. The concurrent advancement of multiple large-scale projects may expose OPC to heightened development and construction risks, due to among other things the complexity of managing such projects and the significant capital at risk, given that the projects have not yet reached commercial operation. Loss of development expenses may materially affect OPC. OPC faces competition in its operations. The policy of governments of countries in which OPC operates is generally to open the electricity market to competition, particularly Israel. In recent years, the policy in Israel has been to increase the number of electricity producers and intensify competition in the Israeli electricity generation and supply sector, which may have an adverse effect on OPC’s competitive position and execution of OPC’s projects. Furthermore, the EA’s regulations or various regulatory initiatives in the U.S. may set quotas or limit the number of eligible projects (in Israel - such as the regulation for the Hadera 2 Project and the one for the Ramat Bekka Project), which raises the level of competition and there is no guarantee that the quota requested by OPC will be granted. Regulations set by the EA and further regulation (or amendments to the currently applicable market regulation) affecting electricity producers and suppliers in Israel also intensify competition in the supply segment, and this trend is expected to increase in the next few years. A substantial increase in competition in the supply to customers in Israel may have an adverse effect on OPC with respect to its terms of engagement with customers. This trend may increase further in the coming years. Furthermore, the activity of CPV Group is also exposed to competition in the market in which it operates and growth in its operations. OPC is dependent on certain significant customers. OPC has a number of customers, whose electricity consumption represents a significant portion of its total generation capacity in Israel. OPC’s revenues from electricity sales in Israel are highly sensitive to the consumption levels of its material customers. Accordingly, the termination or non-renewal of an agreement with a significant customer, a reduction or cessation in such customer’s electricity demand, a breach of obligations by a significant customer including a payment default or commercial disputes, or a failure by OPC to meet its contractual obligations, may have a material adverse effect on OPC’s revenues and operating results. There is no certainty that OPC will be able to renew agreements with its significant customers, and there is no certainty as to the terms of such agreements if they are renewed (due to, among others, increased competition in the market in which OPC operates). In addition, OPC is exposed to collection risks and/or consumption risks in connection with the significant customers. Furthermore, Hadera is dependent on Infinya’s consumption of steam. If such consumption ceases, this could have a material effect on the ability to benefit from the arrangements set for electricity producers using cogeneration technology. A material change in the electricity consumption profile of OPC’s customers, including of its significant customers, compared the production capacity of OPC’s production facilities, power plants and tariffs may impact OPC’s profitability. In addition, OPC is exposed to the financial strength of the System Operator. Temporary or continued interruption to regular supply of fuels (natural gas or diesel fuel) and changes in fuel prices. OPC’s power generation activity depends on regular supply of fuels (natural gas or diesel fuel). Fuel shortages and disruptions of the supply or transmission of natural gas, including an increase in prices as a result of the foregoing, may disrupt the electricity generation activity and consequently adversely affect OPC’s operating results. A continued interruption to the supply of natural gas would require OPC to generate electricity by using an alternative fuel to the extent possible (in Israel, the main alternative is diesel fuel). In light of the interpretive position expressed by the EA, Covenant 125 which is intended to regulate compensation in the event of natural gas shortages in Israel – may not apply to Rotem; if this position is implemented, no compensation arrangements applicable to other producers would apply to Rotem. 26 Furthermore, in the event that OPC group companies are required to procure natural gas in excess of the quantities stipulated in their existing gas supply agreements (for example, for new projects or in the event of maintenance or a disruption in the operations of existing gas suppliers, including shutdowns or damage during a state of emergency), there is no certainty as to the price of natural gas that OPC will be required to pay for such additional or alternative gas. The cost of natural gas has a material effect on OPC’s margins. At various points during the War, the natural gas reservoirs (including Energean’s Karish reservoir) were fully shut down and natural gas for OPC power plants was purchased primarily from the Tamar reservoir (which was shut down for a relatively short period) alongside limited use of diesel fuel. Furthermore, during the War, all gas rigs (including the Karish reservoir) were shut down for varying periods of time; the Tamar reservoir resumed operations after several days of shutdown, while the Karish and Leviathan reservoirs have not yet resumed operations. OPC is making preparations for a sustained impact on the gas suppliers’ activity, including limited use of diesel fuel in OPC's power plants where necessary. The Tamar reservoir has supplied all of OPC’s gas needs. However, some of the gas was purchased at a higher price than the alternative price from a Karish Reservoir, which has not had a material effect. Given that the War is ongoing, there is no full certainty as to its full effects and implications on OPC's activity, if any. With regard to CPV, natural gas purchases are based on market prices, and therefore the results of CPV Group are affected by the market price of natural gas. Given the significance of natural gas pricing to OPC group, factors affecting natural gas prices may materially impact OPC. OPC depends on key suppliers including construction contractors, suppliers of equipment and maintenance services, suppliers of infrastructure services. The power plants and generation facilities built or operated by OPC are fully reliant on long-term construction and/or maintenance agreements with suppliers of key equipment in connection with maintenance and servicing of power plants and facilities, including maintenance of generators and gas and steam turbines. In the event of failure by a supplier to comply with performance targets, or if the key suppliers’ undertakings under the construction, equipment, or maintenance agreements are breached, their liability in respect of compensation shall be limited in amount and direct damages, as is generally accepted in agreements of this type. Any disruptions or technical malfunctions in the continued operation, construction and maintenance of the power plants, or any equipment failure might lead to delays in the construction of projects, disruption to electricity generation, shutdowns, loss of income and lower OPC’s profits. The foregoing risks also apply to additional projects under construction that will reach commercial operation, including with respect to maintenance during operational period. Furthermore, projects under construction and in development depend on construction contractors in all matters relating to the completion of the project, the project’s performance and OPC’s ability to fulfill its undertakings as of the relevant commercial activation dates in accordance with agreements or the regulation applicable to the project. In addition, development and construction projects depend on the equipment manufacturer and the terms of the equipment supply agreement. During 2025, there was a trend toward tighter pricing and delivery schedules among equipment manufacturers supplying power plant equipment and electricity generation facilities. A delay or failure by the construction contractor to meet its undertakings, or any other difficulties it faces in the construction of the project, may have a material adverse effect on OPC. Furthermore, OPC is dependent upon infrastructure suppliers such as Israel National Gas Lines Ltd. (“INGL”) and the IEC in Israel and on suppliers of electricity and gas infrastructure in the United States. OPC depends on infrastructure, on securing capacity on the grid and on infrastructure providers. The power plants owned by OPC use, and future projects and acquisitions will use, electricity grid to sell electricity to their customers, and therefore are dependent on the IEC (which manages the transmission and distribution network) and the System Operator in Israel and on the electrical grid and regulator in the relevant operating markets in the United States. Unavailability of or disruptions to the operation of grid infrastructure or insufficient grid capacity, may harm OPC’s facilities and impair its ability to transmit the electricity generated at its power plant to the electricity grid, which may have material adverse effect on OPC’s businesses. Similarly, overloads in the transmission and distribution networks (including due to the introduction of renewable energies), and delays in the development of infrastructure that will support electricity generation and demand, may have an adverse effect on the operation of OPC’s existing generation facilities, on schedules and on the development phases of new projects. In Israel, the power plants and projects under development are exposed to system management and regulation of generation sources by the System Operator and prioritization of other generation plants over those of OPC. In the United States, OPC’s development operations are dependent on securing grid connection agreements and natural gas transmission agreements for its power plants and projects. 27 The power plants and projects under development depend on the ability to secure the outflow of electricity from the sites and capacity on the grid, and the execution of projects (as well as projects’ costs and schedules) may be adversely affected by the ability to secure such connection to the grid. Connection processes involve applications that may be rejected or delayed, may impede the advancement of projects, and require the provision of collateral and the incurrence of costs to facilitate or secure the connection. Additionally, OPC’s operations also depend on the proper functioning and availability of the national gas pipelines and distribution, and therefore are dependent on natural gas suppliers in Israel and on INGL, which oversees transmission of gas. Failure in the gas transmission network or failure in the electrical grid may interrupt the electricity supply from OPC’s power plants, and there is no certainty that OPC will be compensated for some or all the damage it may sustain in the event of a failure in those systems. Furthermore, the power plants owned by OPC use water in their operation, such that a continued water supply disruption may prevent the operation of its power plants. In this respect, OPC is dependent on Israel’s national water utility. The power plants and projects under development are exposed to the system management, regulation of generation sources by the System Operator and prioritization of other generation facilities over those of OPC. OPC is subject to regulations in connection with ties with hostile entities and anti-corruption laws. As a business that has activities in Israel and the United States, OPC companies are subject to Israeli and U.S. laws and regulations governing business relationships with hostile entities or countries (such as Iran and other entities black-listed by compliance bodies), as well as to anti-corruption, anti-bribery and anti-money laundering legislation, any violation of which may result in the imposition of civil, administrative or criminal sanctions in Israel and other jurisdictions and cause reputational damage. Given the extensive scope of OPC’s operations, OPC faces potential exposure to damages arising from ties or regulatory non-compliance. OPC may face barriers to exit in connection with the disposal or transfer of OPC’s businesses, development projects or other assets. Exit barriers, including lack of adequate market conditions, high exit costs or objections from various parties, may make it difficult for OPC to dispose of various assets or companies it owns. An important barrier OPC may face is obtaining required third-party approvals for the transfer of control or for maintaining a specified level of shareholding in a company operating in the electricity generation sector. Financing and other agreements in place (including guarantees provided by OPC) may also restrict OPC’s ability to transfer control. Such restrictions, including those applicable to companies under OPC’s control and to agreements with partners and to the ownership structure of power plants in the United States may restrict OPC’s ability to dispose – in various ways –and may have a material effect on OPC. OPC may be exposed to liabilities related to its guarantees. Most of OPC’s activities are carried out by special-purpose project companies. From time to time, OPC has provided guarantees in favor of entities associated with its project companies (in Israel and in the U.S.) or customer-sited generation facilities, including to obtain consent from financing entities as part of financing arrangements, and in favor of system operators or market authorities in the U.S., major suppliers, consumers, and government authorities. Any project’s failure to fulfill such undertakings secured by OPC’s guarantees may expose OPC to a requirement to pay or forfeiture of those guarantees. In addition, OPC is exposed to an overall credit risk, which includes the ability to obtain facilities in sufficient amounts in order to be able to issue the above guarantees. A possible credit downgrading of the financial institutions issuing the guarantees may result in non-compliance with the terms and conditions of the guarantees demanded by the beneficiary. Risks Related to OPC’s U.S. Operations OPC is also subject to risks relating to the regulations applicable to CPV’s business in the United States. Many of the risks relating to OPC’s Israel operations also apply to CPV. Additional risks relating to CPV are discussed below. 28 CPV’s operations are significantly influenced by energy market risks and federal and local regulations, including changes in regulation and rules applicable to electricity producers operating in the United States, compliance with license terms and conditions and with permit requirements, incentive policies and tax benefits. As a business operating in the area of electricity generation (gas-fired energy, low carbon and renewable energy) in the United States, CPV is subject to risks associated with U.S. federal and local regulations and legislation, mainly relating to the U.S. energy industry, the electricity market and natural gas market, as well as to regulations affecting U.S. businesses in general (such as tariffs/levies). CPV’s activity is exposed to regulatory policies and to changes applicable to markets in which it operates. Such regulations, including the applicable regulatory standards and enforcement policies, may be impacted, from time to time, by changes in political and governmental policies at the federal, state and local levels. As a result, CPV’s projects may be adversely affected by changes in legislation, the enhanced licensing requirements, including public hearings, regulatory or government inquiries or administrative proceedings in connection with its businesses and projects. For implications regarding CPV’s Valley Title V outstanding process, see “Item 4.B Business Overview—Regulatory, Environmental and Compliance Matters—United States—Permits/licenses required in connection with operational projects.” Regulatory restrictions applicable to CPV’s activity or holdings, or to the holdings in CPV Group, or any change in any of the above could adversely affect or impact OPC’s permit requirements, activity or results. In addition, CPV is subject to policies and decisions made by Regional Transmission Organizations (“RTO”) or Independent System Operator (“ISO”) of the markets in which it operates or expects to operate. Changes in such policies or decisions may affect operating projects (for example, capacity price tenders and/or imposition of fines or penalties on availability) and/or projects under development (for example, steps pertaining to interconnection and transmission agreements) could have an adverse effect on CPV’s results and activity. Furthermore, as a business operating in the area of renewable energy and development of projects with future carbon capture potential, CPV’s results and advancement of projects under development in these segments are impacted by governmental policies (federal and state) relating to encouragement and incentivizing of renewable energy and carbon capture, as well as by the various permits required for such projects, including regulatory permits. In case such incentives are minimized or revoked, such change may adversely affect the profitability of such projects. There is no certainty as to the full future scope or any potential effect in case of future regulatory changes. Changes in regulation or governmental policies regarding import tariffs or other measures relating to global or domestic trade, or changes imposing monetary liabilities, levies, taxes or other duties affect CPV’s costs of operation, maintenance or construction of power generation facilities directly or indirectly (for example through their effect on key suppliers). CPV is subject to market risks, including energy price fluctuations and any hedging may not be effective. CPV’s activities are subject to market risks, including inflation and price fluctuations, mainly related to prices of electricity, capacity, natural gas, emission allowances and Renewable Energy Certificates (“RECs”). In addition, CPV Group is exposed to fluctuations in the price indices associated with the projects’ hedging agreements. The projects may enter into commodity price hedging agreements to mitigate some of the exposure to price fluctuations and/or to ensure minimum cash flows as an inherent part of the activities. However, hedging arrangements may not always be available (or may be on uneconomical terms, involving high costs or strict requirements for collateral) and may not provide full protection, due to, among other things, hedging less than the total amount of electricity being sold, the delivery point or prices in the hedge agreement being different than the delivery points in CPV Group’s project operations, and may create obligations whether or not the underlying facility is operating or available. In addition, hedging agreements may not be renewed or may be renewed on different terms and conditions and/or the hedge counterparty may not fulfill its financial obligations due to financial distress or other factors. Hedging may also offset the energy margins of CPV Group as a result of market conditions and hedging conditions. The ERCOT market, in which the Basin Ranch project is expected to operate, is characterized by price volatility that is relatively higher compared to other markets in which CPV Group operates and does not include guaranteed capacity payments. Accordingly, upon commencement of commercial operation, the Basin Ranch project is expected to be more exposed to risks associated with energy prices and market conditions and in order to reduce exposure, the Basin Ranch project entered and it is expected to further enter into hedging agreements. The volatility of the ERCOT markets could be potentially higher, such that any unplanned downtime of the Basin Ranch project (such as due to extreme weather, malfunctions, etc.) may be significant in terms of Basin Ranch project’s performance and its results. 29 In addition, CPV Group is exposed to changes in the capacity payments which are determined by auctions in the operating markets and to changes in the methodology of the capacity auctions, and there is no assurance that the projects of CPV Group will be cleared at the auctions as well as no assurance as to the results of the auctions or the capacity payments, which may vary according to market terms and may be affected by methodology or market circumstances, which are beyond the control of CPV (such as the other players or market projections). Decrease in electricity demand (in general or electricity demand relevant for CPV’s projects) or demand projections for any reason (such as weather, technology changes/developments and geopolitical events) or regulatory measures affecting demand sources can have material adverse effect on electricity or capacity prices and therefore on CPV’s results. CPV’s facilities are subject to disruptions, including as a result of geopolitical events, natural disasters, terrorist attacks, and infrastructure failure. Local, national or global wars, disasters, terrorist attacks, catastrophic failure of infrastructure on which CPV Group’s facilities depend (such as gas pipeline system, grid, RTO or ISO systems) and other extreme events, pose a threat to CPV Group’s facilities and to their operation. Disasters and terrorist attacks (including global disasters and attacks) may affect third parties with which CPV collaborates in a manner that will also have an impact on its financial results. In addition, such events may affect the ability of CPV Group’s personnel to meet the operation and maintenance agreement it entered for the operation and maintenance of the facilities or to perform additional tasks necessary for their operation. Disasters and terrorist attacks may also disrupt capital markets and financial market activity and, consequently, CPV Group’s ability to raise financing and transact with financial institutions. CPV requires funds for realization of growth plans Realization of CPV’s growth plans (including Low Carbon Projects) depends on the ability to raise the required capital for the development, construction or acquisition of projects. Construction of power generation facilities requires significant equity. Difficulty in raising required capital, which may be material considering the scope of projects developed by CPV Group, may mean that CPV Group will not be able to execute its plans and strategy, at all or with a considerable delay or under different terms than expected. Additionally, raising the required capital may include terms which are unfavorable (e.g., economic, legal or governance) or impose other limitations on CPV. The main source for equity financing for CPV has been the investors in CPV Group (OPC is CPV’s main investor). Additional equity financing by OPC may involve Kenon participating in equity raises of OPC. Any equity financing for CPV Group may involve equity financing at CPV Group level which would dilute OPC (to the extent OPC is not the investor), which would indirectly dilute Kenon’s interest in CPV. An inability to extend or renew certain agreements could have an adverse impact on CPV’s business, financial condition and results of operation. Most of CPV Group’s significant agreements (including hedging agreements, financing agreements, gas supply agreements, gas transmission agreements and asset management agreements) are for the short- to medium terms, as is customary in the market in which it operates. Difficulties in renewing or extending agreements that are close to expiration and/or entering into new undertakings on inferior commercial terms could adversely affect the results and activities of CPV Group. CPV’s operations and financial condition may be adversely affected by the outbreak of pandemics or public emergency situations. Pandemics or other public emergency situations, may have an adverse effect on the results of CPV Group’s operations results, its financial condition and cash flows, resulting from, among other factors, a slowdown in sectors of the economy, changes in the demand or supply of goods, changes in legislation or regulatory policies dealing with the pandemic, a decrease in demand for electricity (especially from commercial or industrial customers), adverse impacts on the health or availability on CPV’s workforce and the workforce of its service providers, and an inability of CPV’s contractors, suppliers, and other business partners to complete their contractual obligations. 30 Malfunction, accidents and technical failures may adversely affect CPV. CPV’s facilities are subject to operational risks and accidents, malfunctions such as mechanical breakdowns, technical disruption, operational failure, malfunctions in CPV’s power plants, the electricity and natural gas transmission systems and interconnection infrastructure, malfunctions in electricity connections, gas transmission connections, fuel supply issues, malfunctions in the equipment of the renewable energy projects, accidents, safety events or disruptions of the facilities’ activity or of the infrastructure on which they operate. Any such disruption (particularly a material one) could adversely affect the reliability and efficiency of the CPV power plants, availability of operating or construction projects, meeting schedules or compliance with obligations to third parties and market operators, could increase operating and equipment acquisition costs, impose penalties (including significant penalties for unavailability) or impose compensations/remediation, trigger ground for immediate repayment of debt or the forfeiture of collateral or other costs and revenue loss due to lack of availability, and adversely affect CPV’s results of operations. CPV faces risks relating to its technology systems, information security and cyber security. CPV Group uses IT, communication and data processing systems extensively for its operating activities. Physical, reputational or logical damage to such administrative and/or operational systems for any reason (including as a result of a geopolitical cyber-attack) may expose CPV Group to delays and disruptions in its operations, including the supply of natural gas and delivery of electricity, damage to property, IT systems, or theft of information. In addition, CPV Group may need to incur significant costs to protect against IT vulnerabilities, as well as in order to repair physical or reputational damage caused by such vulnerabilities as they occur, including, for example, establishing internal defense systems, implementing additional safeguards against cyber threats, cyber-attack protection, payment of compensation or taking other corrective measures against third parties. CPV may also be adversely affected by such cyber-attacks on third parties working with CPV. Risks relating to cyber-attacks may be enhanced by geopolitical reasons or emerging technologies, such as AI and quantum computing, that facilitate cyber-attacks. CPV is subject to risks regarding compliance with cybersecurity standards and that cyber-attacks in the industry may lead to additional regulation, compliance requirements and costs in connection with therewith. CPV Group takes measures to protect information security. However, there is no certainty as to its ability to prevent cyber-attacks or vulnerabilities on the Group’s IT systems. CPV faces risks relating to its reliance on external suppliers (including transmission systems). CPV’s business relies on third parties, such as construction contractors for construction projects, equipment suppliers, maintenance contractors, suppliers of natural gas and capacity of natural-gas transmission grid, and natural gas projects are exposed to risks involving securing uninterrupted transmission of natural gas. Global and macro events, such as an increase in demand for raw materials, equipment and related services, which contribute to increases in costs of raw materials, equipment and freight and supply delays, may adversely affect the operations and results of CPV Group. Equipment prices and contractors’ contracts and supply schedules are affected by increases in demand for new generation and by tariffs (including those introduced by the Trump administration) which may result in increased costs to CPV Group. In addition, natural gas projects are dependent on availability and factors affecting natural gas market conditions and its transmission to the specific power plants and their costs. CPV’s projects are dependent on significant suppliers, and a termination of a suppliers’ engagement, change of its terms, or termination of operations of the supplier may materially affect the projects and their results. A decline or performance failure in provision of the services or equipment by the suppliers (including due to malfunctions) could adversely affect the activities of CPV Group, including operational and development activities, and its results. For information regarding changes in solar panels supply, see “Item 4.B Business Overview—Our Businesses—OPC’s Business—OPC’s Description of Operations—OPC’s Raw Materials and Suppliers—United States—Services Agreements, Equipment Agreements and EPC Contracts.” In addition, additional tariffs levied or that may be levied on imports by the Trump administration could lead to increased costs for CPV Group’s solar panels or other equipment. 31 CPV is subject to environmental risks associated with the construction and operation of power plants, including renewable energy power plants (including wind and solar) and compliance with environmental regulations. The environmental effects of CPV’s activities include, among others, emission of pollutants, including greenhouse gases, into the air, the discharge of wastewater, the storage and use of petroleum products and hazardous substances, production and disposal of hazardous waste, and, to the extent applicable, potential effects to threatened and endangered or otherwise protected species, wetlands and waters of the United States and cultural resources. CPV is subject to environmental federal, state and local laws and regulations that regulate the foregoing. Such regulations may be stricter in the future, for example, due to ESG trends and promotion of policy aimed to deal with climate change and environmental dangers. Compliance with environmental protection laws and regulations may cause significant costs arising from investments required for adjusting facilities and for operating activities which will meet the applicable standards, including requirements to install controls over air pollution or a discharge of wastewater, or requirements to mitigate the environmental effects of building electricity power projects. CPV is also required to obtain permits and licenses for the development, construction and operation of its facilities, permits that often include specific emission restrictions and pollution control requirements. CPV’s operating permits need to be renewed periodically depending upon the permit requirements. A failure to obtain the required permits and to comply with their terms and conditions on an ongoing basis may prevent CPV Group from constructing and/or operating its projects. A failure to meet the requirements of the environmental protection standards or regulations, or deviations therefrom and/or failure to meet the terms and conditions of the permits issued may result with administrative or civil significant penalties, or, in extreme cases, criminal liability, that may have a material adverse impact on CPV’s activity and results, and/or may prevent the development of projects under development. Certain environmental protection laws place strict liability, jointly and severally, for the costs of cleaning up and restoring sites where hazardous substances have been dumped or discharged. CPV (and OPC) may be held liable in connection with any environmental pollution in the site in which its power plants are located. Such liability may include the costs of cleaning up any soil or groundwater pollution that may be present, regardless of whether pollution was caused by prior activities or by third parties. Environmental protection laws and regulations are often changed or amended and such developments often result in the imposition of more stringent requirements. Amendments to wastewater discharge restrictions, air pollution control regulations or stricter national air quality standard may require CPV Group to make further material investments in order to maintain compliance with such standards. Expansion of regulation of greenhouse gases poses a particular risk to CPV Group’s gas-fired power plants, although it also encourages the growth of renewable energy projects and potentially new natural gas-fired generation with carbon capture potential or co-firing hydrogen. Certain states, including states in which CPV Group operates, have also passed laws for dealing with global warming, and such laws might impact the operation of CPV Group’s Energy Transition power plants. A significant law in that context is the New York’s Climate Leadership and Community Protection Act, which requires the promulgation of regulations aimed to achieve a 40% reduction in greenhouse gases emission in New York by 2030, zero greenhouse gases emission by 2050, and 100% carbon-free electricity by 2040. Such regulations may require CPV Group to limit emissions, purchase emission credit to offset carbon emissions, or reduce or shutdown the activity. A potentially significant environmental risk in connection with construction and operation of renewable energy projects pertain to the potential impact on endangered species, migratory birds and golden eagles. Harming such species may result in significant civil and criminal penalties. The risk of such a liability is mitigated if projects are located in suitable places, an assessment of the potential effects was conducted, and the recommendations of federal and state agencies in charge of protecting wildlife were implemented as part of the development of the project. However, there is no certainty that such actions will prevent liability for such penalties. CPV faces risks in connection with the construction and development of its projects’ power plants. As a business involved in the development, construction and management of power plants, the activities of CPV Group are subject to construction and development risks in all aspects relating to construction of power plants (which can be complex facilities with massive infrastructure requirements), including obtaining the required financing, receiving the required permits and passing regulatory procedures, connection of the facility to transmission and distribution grids, meeting timelines, dependency on teams and availability of suitable technical equipment, and for carbon capture components in Low Carbon Projects with carbon capture potential, adequate storage or offtake for captured carbon, and having the required technical feasibility and access to capital required for construction and development costs. Securing interconnection remains a material risk for projects under development which may cause delays and/or affect projects economic terms and/or development costs. Additionally, development and construction stages may require deposit of collateral or non-refundable down payments (such as collateral securing interconnection or downpayments to equipment suppliers) in connection with certain elements required for the advancement of development or securing construction risks/delays (such as the letters of credit provided in connection with Basin Ranch Project). Failure or delay in any of the foregoing factors may result in, among other things, delays in project completion, an increase in costs, forfeiture of collateral or other pre-operation investments, the execution of development projects, and adversely affect CPV Group’s operating results and achievement of its strategy. 32 Another potential risk related to the construction of renewable energy projects is the ability to obtain any needed federal approvals and permits, and there is no certainty as to when federal permitting of these types of projects will resume. Severe weather conditions could have a material adverse effect on CPV’s operations and financial results. Severe or extreme weather conditions, natural disasters and other natural phenomena (such as hurricanes, tornadoes or severe rain/snow events) could materially adversely affect CPV Group’s profits, revenues, operations, compliance with obligations and results. Such severe weather conditions could also affect suppliers and the pipelines supplying natural gas to gas-fired facilities and as a result affect CPV’s projects. In addition, severe weather conditions could cause damage to facilities, increase repair costs and result in loss of revenue if CPV fails to supply electricity to the markets in which it operates or expose CPV Group to increased costs, penalties imposed by relevant RTOs and ISOs, payments under hedging arrangements and liquidated damages to counterparties (or trigger ground for default under financing agreements). To the extent that these losses are not covered by CPV Group’s insurance or are not recovered by CPV through electricity prices, this could have a materially adverse effect on the financial results, operating results and cash flows of CPV Group. CPV faces risks of difficulties in obtaining financing and meeting the terms of financing agreements. CPV Group’s results and business plans are materially impacted by CPV Group’s ability to obtain financing on attractive terms, to comply with the terms and conditions of the financing agreements entered into by the projects or CPV Group and its ability to refinance existing debt. In the absence of a debt refinancing, repayment of the original financing will be required, which may adversely affect OPC’s financial position and liquidity. In addition, CPV Group’s financing agreements include restrictions, covenants and obligations that limit distributions or require or accelerate making of repayments upon occurrence of certain events (such as cash sweep provisions) which are currently in effect. A difficulty in obtaining financing or refinancing on terms that are not as good as those in existing financing may adversely affect the ability of CPV Group to refinance existing financing agreements and/or carry out projects under development and ultimately effect whether projects are economical. In addition, difficulty in complying with the terms and conditions of financing agreements may require the provision of guarantees or collateral or guarantees in favor of the entities providing financing to CPV Group or the investors in the projects, and under certain circumstances — a demand for immediate repayment of the loans and enforcement of collateral given to lenders (projects assets, projects rights and guarantees, as applicable), which could adversely affect CPV Group’s results and its financial strength. Risks Related to Our Ordinary Shares Our ordinary shares are traded on more than one stock exchange and this may result in price variations between the markets. Our ordinary shares are listed on each of the NYSE and the TASE. Trading of our ordinary shares therefore takes place in different currencies (U.S. Dollars on the NYSE and New Israeli Shekels on the TASE), and at different times (resulting from different time zones and different public holidays in the United States and Israel). The trading prices of our ordinary shares on these two markets may differ as a result of these, or other, factors. Any decrease in the price of our ordinary shares on either of these markets could also cause a decrease in the trading prices of our ordinary shares on the other market. 33 A significant portion of our outstanding ordinary shares may be sold into the public market, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well. A significant portion of our shares are held by Ansonia, which holds approximately 62% of our shares. If Ansonia sells, or indicates an intention to sell, substantial amounts of our ordinary shares in the public market, the trading price of our ordinary shares could decline. Sales of our shares by Ansonia or the perception that any such sales may occur could have a material adverse effect on the trading price of our ordinary shares and/or could impair the ability of any of our businesses to raise capital. Control by principal shareholders could adversely affect our other shareholders. Ansonia beneficially owns approximately 62% of our outstanding ordinary shares and voting power. Ansonia therefore has a continuing ability to control, or exert a significant influence over, our board of directors, and will continue to have significant influence over our affairs for the foreseeable future, including with respect to the election of directors, an amendment of our Constitution, the consummation of significant corporate transactions, such as a merger or other sale of our company or our assets as well as acquisitions or other investments, and all matters requiring shareholder approval. In certain circumstances, Ansonia’s interests as a principal shareholder may conflict with the interests of our other shareholders and Ansonia’s ability to exercise control, or exert significant influence, over us may have the effect of causing, delaying, or preventing changes or transactions that our other shareholders may or may not deem to be in their best interests. We may not pay dividends or make other distributions or repurchase shares. We have paid significant dividends but there is no assurance as to the level of future dividends or whether we will declare dividends with respect to our ordinary shares at all. Our dividends have generally been funded from the dividends received from our subsidiaries and associated companies as well as the divestment of our equity interests in our businesses. Distributions from our subsidiaries and associated companies may be lower in the future and there is no assurance that we will receive any dividends at all, which would then impact our ability to pay dividends. Even if we do have sufficient funds, we may choose to use our cash for purposes other than the payment of dividends, including investment in existing or acquisitions of new businesses. Therefore there is no assurance that Kenon shareholders will receive any dividends in the future or as to the amount of such dividends, if any. We received significant dividends from our holding in ZIM in prior years, and these dividends have been a significant source of liquidity for us, and which has enabled us to pay the dividends that we have paid in the past few years. In 2024, we completed the sale of our remaining interest in ZIM. In addition, in March 2024 and again in March 2026, OPC’s board of directors resolved to suspend OPC’s dividend distribution policy (adopted in 2017) for a period of two years. These factors will impact the amounts available to us to fund distributions in the future. Any dividends are also subject to legal limitations. Under Singapore law and our Constitution, dividends, whether in cash or in specie, must be paid out of our profits available for distribution. The availability of distributable profits is assessed on the basis of Kenon’s stand-alone accounts (which are based upon the Singapore Financial Reporting Standards (the “SFRS”)). Accordingly, any dividends must be paid in accordance with, and may be limited by, Singapore law. In addition, we have completed significant capital reduction exercises in connection with some prior distributions, and we have limited additional capacity to effect distributions through capital reductions. If we do not declare dividends with respect to our ordinary shares, a holder of our ordinary shares will only realize income from an investment in our ordinary shares if there is an increase in the market price of our ordinary shares. Such potential increase is uncertain and unpredictable. In March 2023, we announced a repurchase plan of up to $50 million to repurchase shares (the “Repurchase Plan”). In September 2024, we increased the size of the Repurchase Plan to $60 million and in August 2025, we increased the size of the Repurchase Plan to up to $70 million. Through the end of March 2026 (since March 2023), we have repurchased approximately 1.8 million shares for approximately $48 million. Our Repurchase Plan may be suspended for periods, modified or discontinued at any time and may not be completed up to the full amount of the Repurchase Plan. 34 Any dividend payments or other cash distributions in respect of our ordinary shares would be declared in U.S. Dollars, and any shareholder whose principal currency is not the U.S. Dollar would be subject to exchange rate fluctuations. The ordinary shares are, and any cash dividends or other distributions to be declared in respect of them, if any, will be denominated in U.S. Dollars. Although a significant percentage of our shareholders hold their shares through the TASE, each of our prior distributions has been denominated in U.S. Dollars. Shareholders whose principal currency is not the U.S. Dollar have been and will continue to be exposed to foreign currency exchange rate risk. Any depreciation of the U.S. Dollar in relation to such foreign currency will reduce the value of such shareholders’ ordinary shares and any appreciation of the U.S. Dollar will increase the value in foreign currency terms. In addition, we will not offer our shareholders the option to elect to receive dividends, if any, in any other currency. Consequently, our shareholders may be required to arrange their own foreign currency exchange, either through a brokerage house or otherwise, which could incur additional commissions or expenses. We are a “foreign private issuer” under U.S. securities laws and, as a result, are subject to disclosure obligations that are different from those applicable to U.S. domestic registrants listed on the NYSE. We are incorporated under the laws of Singapore and we are considered a “foreign private issuer” under U.S. securities laws. Although we are subject to the reporting requirements of the Exchange Act, the periodic and event-based disclosure required of foreign private issuers under the Exchange Act is different from the disclosure required of U.S. domestic registrants. Therefore, there may be less publicly available information about us than is regularly published by or about other public companies in the United States. We are also exempt from certain other sections of the Exchange Act that U.S. domestic registrants are otherwise subject to, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. However, regulatory requirements for foreign private issuers are subject to change. For example, the SEC has issued a concept release soliciting comments as to whether changes in the definition of “foreign private issuer” are appropriate. In addition, on December 18, 2025, as part of the fiscal year 2026 National Defense Authorization Act, the Holding Foreign Insiders Accountable Act (“HFIAA”) was signed into law. The HFIAA amended Section 16(a) of the Exchange Act, to require directors and officers of foreign private issuers to comply with the Section 16(a) insider reporting requirements beginning March 18, 2026. Directors and officers of foreign private issuers remain exempt from the short-swing profits rule under Section 16(b) and the short sale prohibition under Section 16(c). If we lose our foreign private issuer status, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer would be significantly higher. We would be required to file periodic reports and registration statements with the SEC on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on the NYSE that are available to foreign private issuers. As a foreign private issuer, we follow home country corporate governance practices instead of otherwise applicable SEC and NYSE corporate governance requirements, and this may result in less investor protection than that accorded to investors under rules applicable to domestic U.S. issuers. As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the NYSE’s rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe the equivalent home country requirement. For example, foreign private issuers are permitted to follow home country practice instead with regard to board independence, maintenance of certain board committee and shareholder approval for certain issuances of shares including issuances to related parties. We are not required to comply with the NYSE’s requirements to maintain a board comprised of a majority of independent directors as per NYSE standards or a fully independent nominating and corporate governance committee in accordance with NYSE standards, or to obtain specific shareholder approval for the issuance of shares to related parties. 35 We generally seek to apply the corporate governance rules of the NYSE that are applicable to U.S. domestic registrants that are not “controlled” companies. We may, in the future, decide to rely on other foreign private issuer exemptions provided by the NYSE and follow home country corporate governance practices in lieu of complying with some or all of the NYSE’s requirements. Following our home country governance practices, as opposed to complying with the requirements that are applicable to a U.S. domestic registrant, may provide less protection to you than is accorded to investors under the NYSE’s corporate governance rules. Therefore, any foreign private exemptions we avail ourselves of in the future may reduce the scope of information and protection to which you are otherwise entitled as an investor. It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in Singapore. We are incorporated under the laws of Singapore and certain of our officers and directors are or will be residents outside of the United States. Moreover, most of our assets are located outside of the United States. Although we are incorporated outside of the United States, we agreed to accept service of process in the United States through our agent designated for that specific purpose. Additionally, for so long as we are listed in the United States or in Israel, we have undertaken not to claim that we are not subject to any derivative/class action that may be filed against us in the United States or Israel, as may be applicable, solely on the basis that we are a Singapore company. However, since most of the assets owned by us are located outside of the United States, any judgment obtained in the United States against us may not be collectible within the United States. Furthermore, there is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would not be automatically enforceable in Singapore. Additionally, there is doubt as to whether a Singapore court would impose civil liability on us or our directors and officers who reside in Singapore in a suit brought in the Singapore courts against us or such persons with respect to a violation solely of the federal securities laws of the United States, unless the facts surrounding such a violation would constitute or give rise to a cause of action under Singapore law. We have undertaken not to oppose the enforcement in Singapore of judgments or decisions rendered in Israel or in the United States in a class action or derivative action to which Kenon is a party. Notwithstanding such an undertaking, it may still be difficult for investors to enforce against us, our directors or our officers in Singapore, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States. We are incorporated in Singapore and our shareholders may have greater difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States. Our corporate affairs are governed by our Constitution and by the laws governing companies incorporated or, as the case may be, registered in Singapore. The rights of our shareholders and the responsibilities of the members of our board of directors under Singapore law are different from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have more difficulty in protecting their interest in connection with actions taken by our management or members of our board of directors than they would as shareholders of a corporation incorporated in the United States. For information on the differences between Singapore and Delaware corporation law, see “Item 10.B Constitution.” Singapore corporate law may delay, deter or prevent a takeover of our company by a third party, but as a result of a waiver from application of the Code, our shareholders may not have the benefit of the application of the Singapore Code on Take-Overs and Mergers, which could adversely affect the value of our ordinary shares. The Singapore Code on Take-overs and Mergers and Sections 138, 139 and 140 of the Securities and Futures Act 2001 contain certain provisions that may delay, deter or prevent a future takeover or change in control of our company for so long as we remain a public company with more than 50 shareholders and net tangible assets of $5 million or more. Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on his own or together with parties acting in concert with such person, between 30% and 50% (both amounts inclusive) of our voting shares, and if such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, except with the consent of the Securities Industry Council of Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers. 36 In October 2014, the Securities Industry Council of Singapore waived the application of the Singapore Code on Take-overs and Mergers to Kenon, subject to certain conditions. Pursuant to the waiver, for as long as Kenon is not listed on a securities exchange in Singapore, and except in the case of a tender offer (within the meaning of U.S. securities laws) where the offeror relies on a Tier 1 exemption to avoid full compliance with U.S. tender offer regulations, the Singapore Code on Take-overs and Mergers shall not apply to Kenon. Accordingly, Kenon shareholders will not have the protection or otherwise benefit from the provisions of the Singapore Code on Take-overs and Mergers and the Securities and Futures Act to the extent that this waiver is available. Our directors have general authority to allot and issue new shares on terms and conditions and with any preferences, rights or restrictions as may be determined by our board of directors in its sole discretion, which may dilute our existing shareholders. We may also issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to our existing shareholders. Under Singapore law, we may only allot and issue new shares with the prior approval of our shareholders in a general meeting. Other than with respect to the issuance of shares pursuant to awards made under our Share Incentive Plan 2014, and subject to the general authority to allot and issue new shares provided by our shareholders annually, the provisions of the Companies Act 1967, or the Singapore Companies Act, and our Constitution, our board of directors may allot and issue new shares on terms and conditions and with the rights (including preferential voting rights) and restrictions as they may think fit to impose. Any such offering may be on a pre-emptive or non-pre-emptive basis. Subject to the prior approval of our shareholders for (i) the creation of new classes of shares and (ii) the granting to our directors of the authority to issue new shares with different or similar rights, additional shares may be issued carrying such preferred rights to share in our profits, losses and dividends or other distributions, any rights to receive assets upon our dissolution or liquidation and any redemption, conversion and exchange rights. At the annual general meeting of shareholders held in 2025 (the “2025 AGM”), our shareholders granted the board of directors authority (effective until the conclusion of the annual general meeting of shareholders to be held in 2026 (the “2026 AGM”), or the expiration of the period by which the 2026 AGM is required by law to be held, whichever is earlier) to allot and issue ordinary shares and/or instruments that might or could require ordinary shares to be allotted and issued as authorized by our shareholders at the 2025 AGM and shareholders will be asked to renew this authority at the 2026 AGM. Ansonia, our significant shareholder, may use its ability to control to approve a grant of such authority to our board of directors, or exert influence over, our board of directors to cause us to issue additional ordinary shares, which would dilute existing holders of our ordinary shares, or to issue securities with rights and privileges that are more favorable than those of our ordinary shareholders. There are no statutory pre-emptive rights for new share issuances conferred upon our shareholders under the Singapore Companies Act. Furthermore, any additional issuances of new shares by our directors could adversely impact the market price of our ordinary shares. Risks Related to Taxation We may be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares. A non-U.S. corporation, such as our company, will be treated as a PFIC for any taxable year if either (i) 75% or more of its gross income for such year is passive income or (ii) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income. For purposes of these tests, “passive income” generally includes, among other items, dividends, interest and certain rents and royalties, and net gains from the sale or exchange of property that gives rise to such income. In addition, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. 37 Based upon, among other things, the valuation of our assets and the composition of our income and assets, taking into account our proportionate share of the income and assets of other corporations in which we own, directly or indirectly, 25% or more (by value) of the stock, we believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 2025. However, the application of the PFIC rules is subject to uncertainty in several respects and a separate determination must be made after the close of each taxable year as to whether we were a PFIC for such year. In addition, because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may affect our PFIC status. Moreover, changes in the composition of our income or assets, taking into account our proportionate share of the income and assets of other corporations in which we own, directly or indirectly, 25% or more (by value) of the stock, may also affect our PFIC status. Although we believe that we were not a PFIC for either the taxable years ended December 31, 2025 and December 31, 2024, we likely were treated as a PFIC for the taxable year ended December 31, 2023 and we may again be treated as a PFIC for U.S. federal income tax purposes for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S. Holder (as defined under “Item 10.E Taxation—U.S. Federal Income Tax Considerations”) holds an ordinary share, the U.S. federal income tax consequences to such U.S. Holder of the ownership, and disposition of our ordinary shares will depend on whether or not such U.S. Holder makes a “qualified electing fund” or “QEF” election (the “QEF Election”) or makes a mark-to-market election (the “Mark-to-Market Election”) with respect to our ordinary shares. Additionally, if we are treated as a PFIC for any taxable year during which a U.S. Holder holds an ordinary share, we would generally continue to be treated as a PFIC with respect to such U.S. Holder even if we cease to be treated as a PFIC for any subsequent taxable years. There is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. We have not determined if we will provide U.S. holders with the information necessary to make and maintain a QEF Election for any subsequent taxable year for which we are treated as a PFIC. For further information on such U.S. tax implications, see “Item 10.E Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company.” Tax regulations and examinations may have a material effect on us and we may be subject to challenges by tax authorities. We operate in a number of countries and are therefore regularly examined by and remain subject to numerous tax regulations. Changes in our global mix of earnings could affect our effective tax rate. Furthermore, changes in tax laws could result in higher tax-related expenses and payments. Legislative changes in any of the countries in which our businesses operate could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. Additionally, the uncertain tax environment in some regions in which our businesses operate could limit our ability to enforce our rights. As a holding company with globally operating businesses, we have established businesses in countries subject to complex tax rules, which may be interpreted in a variety of ways and could affect our effective tax rate. Future interpretations or developments of tax regimes or a higher than anticipated effective tax rate could have a material adverse effect on our tax liability, return on investments and business operations. In addition, we and our businesses operate in, are incorporated in and are tax residents of various jurisdictions. The tax authorities in the various jurisdictions in which we and our businesses operate, or are incorporated, may disagree with and challenge our assessments of our transactions (including any sales or distributions), tax position, deductions, exemptions, where we or our businesses are tax resident, or other matters. If we, or our businesses, are unsuccessful in responding to or defending against any such challenge from a tax authority, we, or our businesses, may be unable to proceed with certain transactions, be required to pay additional taxes, interest, fines or penalties, and we, or our businesses, may be subject to taxes for the same business in more than one jurisdiction or may also be subject to higher tax rates, withholding or other taxes. Even if we, or our businesses, are successful, responding to or defending against any such challenges may be expensive, consume time and other resources, or divert management’s time and focus from our operations or businesses or from the operations of our businesses. Therefore, a challenge as to any of our, or our businesses’, tax position or status or transactions, even if unsuccessful, may have a material adverse effect on our business, financial condition, results of operations or liquidity or the business, financial condition, results of operations or liquidity of our businesses. 38 The enactment of legislation implementing changes in taxation of international business activities, the adoption of other tax reform policies or changes in tax legislation or policies could materially impact our financial position and results of operations. Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. Our tax treatment may also be impacted by tax policy initiatives and reforms such as the Base Erosion and Profit Shifting (“BEPS”) Project (including “BEPS 2.0”) of the OECD which was initiated to combat tax avoidance by multinational enterprises using BEPS tools. In January 2019, the OECD announced further work in continuation of its BEPS project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as the Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. Such initiatives may include the taxation of operating income, investment income, dividends received or, in the specific context of withholding tax dividends paid. Many of these proposed measures require amendments to the domestic tax legislation of various jurisdictions. Many OECD countries and members of the inclusive framework on BEPS have acknowledged their intent to support the actions, including the need for a global minimum tax rate. Depending on the implementation of these measures, Kenon and its operating companies’ tax incentives may be affected, which outcome may have a negative effect on our financial position, liquidity and results of operations. Although the timing and methods of implementation may vary, many countries, including Singapore and Israel, have implemented, or are in the process of implementing, legislation or practices inspired by BEPS. As the Two Pillar solution is subject to implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain. These changes, if and when enacted, may increase our tax obligations. The foregoing tax changes and other possible future tax changes may have a material adverse impact on us, our business, financial condition, results of operations and cash flow. Our shareholders may be subject to non-U.S. taxes and tax return filing requirements as a result of owning our ordinary shares. There can be no assurance that our shareholders, solely as a result of owning our ordinary shares, will not be subject to certain taxes, including non-U.S. taxes, imposed by the various jurisdictions in which we and our businesses do business or own property now or in the future, even if our shareholders do not reside in any of these jurisdictions. Consequently, our shareholders may also be required to file tax returns in some or all of these jurisdictions. Further, our shareholders may also be subject to penalties for failure to comply with these requirements. It is the responsibility of each shareholder to file each of the U.S. federal, state and local, as well as non-U.S., tax returns that may be required of such shareholder.