Ellomay Capital Announces Results of 2024 Annual General Meeting of Shareholders

Rhea-AI Summary

Ellomay Capital (NYSE American; TASE: ELLO), a renewable energy and power generator, held its 2024 Annual General Meeting (AGM) on July 25, 2024. Shareholders approved key proposals, including:

1. Reelection of four directors
2. Extension and fee update of the Management Services Agreement
3. Grant and extension of indemnification undertaking for certain office holders
4. Grant and extension of exemption for certain office holders
5. Reappointment of Somekh Chaikin as independent auditors

The proposals related to controlling shareholders (2, 3, and 4) required and received a special majority approval. These decisions reflect important governance and operational updates for Ellomay Capital.

Positive

• Shareholders approved all proposed resolutions, indicating strong support for the company's direction
• Reappointment of independent auditors suggests continuity in financial oversight
• Extension of Management Services Agreement ensures continued leadership stability

Negative

• Potential increase in management fees due to indexation to Israeli CPI
• Extended indemnification and exemption for controlling shareholders may raise governance concerns

Tel-Aviv, Israel, July 25, 2024 (GLOBE NEWSWIRE) --  Ellomay Capital Ltd. (NYSE American; 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 at the annual general meeting of the Company’s shareholders, held on July 25, 2024 (the “AGM”), the following proposals were adopted and approved by the required majority (including the special majority required in connection with proposals 2, 3 and 4):

1. Reelection of Shlomo Nehama, Ran Fridrich, Anita Leviant and Ehud Gil as directors;
   
   
2. 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;
   
   
3. 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;
   
   
4. Approval of grant and extension of an exemption to office holders who are deemed to be controlling shareholders; and
   
   
5. 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.
   
   

For more information, please see the Company’s Notice and Proxy Statement relating to the AGM, submitted on Form 6-K to the Securities and Exchange Commission on June 14, 2024.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are listed on the NYSE American and 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, the Netherlands and Texas, USA, including:

• Approximately 335.9 MW of photovoltaic power plants in Spain (including a 300 MW photovoltaic plant in owned by Talasol, which is 51% owned by the Company) and approximately 9.95 MW of photovoltaic power plants 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;
• 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;
• A photovoltaic plant with installed capacity of approximately 10 MW in the Lazio Region, Italy that is ready for connection to the grid;
• Ellomay Solar Italy Ten SRL that is construction a photovoltaic plant (18 MW) in Italy;
• Ellomay Solar Italy Four SRL (15.06 MW), Ellomay Solar Italy Five SRL (87.2 MW), Ellomay Solar Italy Seven SRL (54.77 MW), Ellomay Solar Italy Nine SRL (8 MW) and Ellomay Solar Italy Fifteen SRL (10 MW) that are developing photovoltaic projects in Italy that have reached “ready to build” status; and
• Fairfield Solar Project, LLC (13.44 MW), Malakoff Solar I, LLC (6.96 MW) and Malakoff Solar II, LLC (6.96 MW), that are constructing photovoltaic plants and Mexia Solar I, LLC (5.6 MW), Mexia Solar II, LLC (5.6 MW), and Talco Solar, LLC (10.3 MW), 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 and Gaza, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of 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

FAQ

What were the main resolutions approved at Ellomay Capital's (ELLO) 2024 AGM?

The main resolutions approved at Ellomay Capital's 2024 AGM included reelection of directors, extension of the Management Services Agreement, approval of indemnification and exemption for certain office holders, and reappointment of independent auditors.

Who were the directors reelected to Ellomay Capital's (ELLO) board on July 25, 2024?

The directors reelected to Ellomay Capital's board on July 25, 2024, were Shlomo Nehama, Ran Fridrich, Anita Leviant, and Ehud Gil.

What changes were made to Ellomay Capital's (ELLO) Management Services Agreement in the 2024 AGM?

The 2024 AGM approved an extension of the Management Services Agreement and updated fees by indexing them to the Israeli Consumer Price Index (CPI).

Which auditing firm was reappointed for Ellomay Capital (ELLO) at the 2024 AGM?

Somekh Chaikin, a member of KPMG International, was reappointed as the independent auditors of Ellomay Capital for the fiscal year ending December 31, 2024.