TEL-AVIV, Israel, June 14,
2024 /PRNewswire/ -- Ellomay Capital Ltd.
(NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the
"Company"), a renewable energy and power generator and
developer of renewable energy and power projects in Europe, USA
and Israel, today announced that
it will hold its annual general meeting of shareholders (the
"Meeting") at the Company's offices at 18 Rothschild
Boulevard, 1st Floor, Tel Aviv
6688121, Israel, on Thursday, July 25, 2024, at 3:00 p.m., Israel time, and thereafter as it may be
adjourned or postponed from time to time.
The agenda of the Meeting will be as follows:
- Reelection of Shlomo Nehama, Ran Fridrich, Anita Leviant and Ehud
Gil as directors;
- Approval of an extension of, and update of fees (indexation to
the Israeli CPI) under, the Amended and Restated Management
Services Agreement among the Company, Meisaf Blue & White
Holdings Ltd., Kanir Joint Investments (2005) LP and Keystone R.P.
Holdings and Investments Ltd;
- Approval of grant and extension of indemnification undertaking,
which includes an undertaking to provide liability insurance, to
office holders who are deemed to be controlling shareholders;
- Approval of grant and extension of an exemption to office
holders who are deemed to be controlling shareholders;
- Reappointment of Somekh Chaikin, a member of KPMG
International, as the independent auditors of the Company for the
fiscal year ending December 31, 2024
and until the next annual general meeting of the Company's
shareholders, and authorization of the Board of Directors of the
Company to set their remuneration in accordance with the volume and
nature of their services, or to delegate such power to the Audit
Committee; and
- Receipt and consideration of the Auditors' Report and the
Financial Statements of the Company for the fiscal year ended
December 31, 2023.
Shareholders of record as of the close of business on
June 20, 2024 will be entitled to
vote at the Meeting or any adjournments or postponements thereof.
The Company plans to mail a proxy statement that describes the
proposals to be considered at the Meeting and a proxy card on or
about June 21, 2024. A proxy
statement and proxy card will also be furnished to the Securities
and Exchange Commission on Form 6-K on or about June 14, 2024.
Each of the resolutions to be presented at
the Meeting requires the affirmative vote of holders of at least a
majority of the ordinary shares voted at the Meeting on the matter
presented for passage, in person or by proxy or via the electronic
system of the Israel Securities Authority. The approval of the
proposals under Items 2, 3 and 4 is also required to comply with
additional special "disinterested" voting requirements as set forth
in the proxy statement. Item 6 does not require a shareholder
vote.
Eligible shareholders may present proper proposals for inclusion
in the Meeting by submitting their proposals to the Company no
later than June 21, 2024.
Shareholders may vote their ordinary shares by means of a proxy
card, which is required to be received by the Company, along with
the documentation set forth in the proxy statement, by 11:00 a.m., Israel time, on July
25, 2024 (four hours prior to the Meeting), to be counted
for the Meeting, or through the electronic system of the Israel
Securities Authority until six hours prior to the Meeting.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its
business in the renewable energy and power sectors in Europe, USA
and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy, Spain
and Texas, USA, including:
- Approximately 35.9 MW of photovoltaic power plants in
Spain and a photovoltaic power
plant of 4.95 MW in Italy;
- 9.375% indirect interest in Dorad Energy Ltd., which owns
and operates one of Israel's
largest private power plants with production capacity of
approximately 850MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 51% of Talasol, which owns a photovoltaic plant with a peak
capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands, with a
green gas production capacity of approximately 3 million, 3.8
million and 9.5 million Nm3 per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel;
- Ellomay Solar Italy One SRL that owns a photovoltaic plant with
installed capacity of 14.8 MW in the Lazio Region, Italy that is ready for connection to the
grid;
- Ellomay Solar Italy Four SRL (15.06 MW PV), Ellomay Solar Italy
Five SRL (87.2 MW PV), Ellomay Solar Italy Seven SRL (54.77 MW PV),
Ellomay Solar Italy Nine SRL (8 MW PV) and Ellomay Solar Italy Ten
SRL (18 MW PV) that are developing photovoltaic projects in
Italy that have reached "ready to
build" status; and
- Fairfield Solar Project, LLC (13.44 MW PV), Malakoff Solar I,
LLC (6.96 MW PV) and Malakoff Solar II, LLC (6.96 MW PV), that are
constructing photovoltaic plants and Mexia Solar I, LLC (5.6 MW
PV), Mexia Solar II, LLC (5.6 MW PV), and Talco Solar, LLC (10.3 MW
PV), that are developing photovoltaic projects that have reached
"ready to build" status, all in the Dallas Metropolitan area, Texas.
For more information about Ellomay, visit
http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties, including statements
that are based on the current expectations and assumptions of the
Company's management. All statements, other than statements of
historical facts, included in this press release regarding the
Company's plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain
words, including the words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company may
not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company's forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
the Company's forward-looking statements, including changes in
electricity prices and demand, continued war and hostilities in
Israel, regulatory changes,
including extension of current or approval of new rules and
regulations increasing the operating expenses of manufacturers of
renewable energy in Spain,
increases in interest rates and inflation, changes in the supply
and prices of resources required for the operation of the Company's
facilities (such as waste and natural gas) and in the price of oil,
the impact of continued military conflict between Russia and Ukraine, technical and other disruptions in
the operations or construction of the power plants owned by the
Company and general market, political and economic conditions in
the countries in which the Company operates, including Israel, Spain, Italy
and the United States. These and
other risks and uncertainties associated with the Company's
business are described in greater detail in the filings the Company
makes from time to time with Securities and Exchange Commission,
including its Annual Report on Form 20-F. The forward-looking
statements are made as of this date and the Company does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
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SOURCE Ellomay Capital Ltd.