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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Ellomay Capital Ltd. 20-F 12/31/23 150:23M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 5.65M
2: EX-4.21 Italian Subsidiaries' Lease Agreements (Summary of HTML 48K
Italian Version)
3: EX-4.22 Land Lease and Solar Easement Between Jordan HTML 180K
Hunter Latham and Malakoff Solar Holdings, LLC,
Dated April 17, 2023
4: EX-4.23 Form of Land Lease and Solar Easement in HTML 162K
Connection With Certain Usa Pv Projects
5: EX-4.24 Deed of Trust Between the Registrant and Hermetic HTML 638K
Trust (1975) Ltd., Governing the Company's Series
F Debentures, Dated January 14, 2024 (Translation
of Hebrew Version)
6: EX-8 List of Subsidiaries of the Registrant HTML 55K
9: EX-13 Annual or Quarterly Report to Security Holders HTML 42K
12: EX-97.1 Ellomay Capital Ltd. Dodd-Frank Clawback Policy HTML 52K
7: EX-12.1 Statement re: the Computation of Ratios HTML 46K
8: EX-12.2 Statement re: the Computation of Ratios HTML 46K
10: EX-15.1 Consent of Somekh Chaikin, Member Firm of Kpmg HTML 41K
International, Independent Registered Public
Accounting Firm With Respect to Our Financial
Statements
11: EX-15.2 Consent of Somekh Chaikin, Member Firm of Kpmg HTML 41K
International, Independent Registered Public
Accounting Firm With Respect to the Dorad
Financial Statements
18: R1 Document And Entity Information HTML 119K
19: R2 Consolidated Statements of Financial Position HTML 165K
20: R3 Consolidated Statements of Profit or Loss and HTML 146K
Other Comprehensive Income (Loss)
21: R4 Consolidated Statements of Changes in Equity HTML 86K
22: R5 Consolidated Statements of Cash Flows HTML 155K
23: R6 General HTML 53K
24: R7 Basis of Preparation HTML 59K
25: R8 Material Accounting Policies HTML 94K
26: R9 Cash and Cash Equivalents HTML 48K
27: R10 Restricted Cash, Deposits and Marketable HTML 50K
Securities
28: R11 Investee Companies and other investments HTML 150K
29: R12 Trade and Other Receivables HTML 54K
30: R13 Fixed Assets HTML 91K
31: R14 Other Payables HTML 48K
32: R15 Current maturities and short term bank loans HTML 53K
33: R16 Loans HTML 160K
34: R17 Debentures HTML 109K
35: R18 Other Long-term Liabilities HTML 51K
36: R19 Leases HTML 126K
37: R20 Transactions and Balances with Related Parties HTML 96K
38: R21 Equity HTML 66K
39: R22 Share-Based Payment HTML 89K
40: R23 Details of the Statements of Profit or Loss and HTML 105K
Other Comprehensive Income (Loss)
41: R24 Taxes on Income HTML 137K
42: R25 Earnings Per Share HTML 63K
43: R26 Financial Instruments HTML 243K
44: R27 Operating Segments HTML 446K
45: R28 Discontinued operation and Disposal Groups Held HTML 86K
for Sale
46: R29 Subsequent Events HTML 46K
47: R30 Accounting Policies, by Policy (Policies) HTML 108K
48: R31 Material Accounting Policies (Tables) HTML 45K
49: R32 Cash and Cash Equivalents (Tables) HTML 47K
50: R33 Restricted Cash, Deposits and Marketable HTML 49K
Securities (Tables)
51: R34 Investee Companies and other investments (Tables) HTML 91K
52: R35 Trade and Other Receivables (Tables) HTML 54K
53: R36 Fixed Assets (Tables) HTML 89K
54: R37 Other Payables (Tables) HTML 48K
55: R38 Current maturities and short term bank loans HTML 52K
(Tables)
56: R39 Loans (Tables) HTML 131K
57: R40 Debentures (Tables) HTML 67K
58: R41 Other Long-term Liabilities (Tables) HTML 50K
59: R42 Leases (Tables) HTML 117K
60: R43 Transactions and Balances with Related Parties HTML 93K
(Tables)
61: R44 Equity (Tables) HTML 55K
62: R45 Share-Based Payment (Tables) HTML 85K
63: R46 Details of the Statements of Profit or Loss and HTML 110K
Other Comprehensive Income (Loss) (Tables)
64: R47 Taxes on Income (Tables) HTML 127K
65: R48 Earnings Per Share (Tables) HTML 62K
66: R49 Financial Instruments (Tables) HTML 231K
67: R50 Operating Segments (Tables) HTML 439K
68: R51 Discontinued operation and Disposal Groups Held HTML 82K
for Sale (Tables)
69: R52 General (Details) HTML 57K
70: R53 Basis of Preparation (Details) HTML 46K
71: R54 Material Accounting Policies (Details) HTML 57K
72: R55 Material Accounting Policies (Details) - Schedule HTML 59K
of Estimated Useful Lives
73: R56 Cash and Cash Equivalents (Details) - Schedule of HTML 50K
Cash and Cash Equivalents
74: R57 Restricted Cash, Deposits and Marketable HTML 51K
Securities (Details) - Schedule of Restricted Cash
75: R58 Investee Companies and other investments (Details) HTML 427K
76: R59 Investee Companies and other investments (Details) HTML 52K
- Schedule of Composition of Investments
77: R60 Investee Companies and other investments (Details) HTML 56K
- Schedule of Changes in Investments
78: R61 Investee Companies and other investments (Details) HTML 75K
- Schedule of Information on Financial Position
79: R62 Investee Companies and other investments (Details) HTML 59K
- Schedule of Information on Operating Results
80: R63 Investee Companies and other investments (Details) HTML 45K
- Schedule of Composition of Advances on Account
of Investments
81: R64 Trade and Other Receivables (Details) - Schedule HTML 76K
of Current Assets - Trade and Other receivables
82: R65 Fixed Assets (Details) HTML 49K
83: R66 Fixed Assets (Details) - Schedule of Fixed Assets HTML 90K
84: R67 Fixed Assets (Details) - Schedule of Investments HTML 97K
in Photovoltaic Plants
85: R68 Other Payables (Details) - Schedule of Other HTML 55K
Payables
86: R69 Current maturities and short term bank loans HTML 43K
(Details)
87: R70 Current maturities and short term bank loans HTML 70K
(Details) - Schedule of Current Maturities and
Short Term Bank Loans
88: R71 Loans (Details) - Part-1 HTML 122K
89: R72 Loans (Details) - Part-2 HTML 190K
90: R73 Loans (Details) - Part-3 HTML 71K
91: R74 Loans (Details) - Schedule of Loans HTML 94K
92: R75 Loans (Details) - Schedule of Aggregate Annual HTML 61K
Maturities
93: R76 Loans (Details) - Schedule of Movement in HTML 80K
Liabilities Deriving from Financing Activities
94: R77 Debentures (Details) HTML 190K
95: R78 Debentures (Details) - Schedule of Debentures HTML 52K
96: R79 Debentures (Details) - Schedule of Aggregate HTML 59K
Annual Maturities
97: R80 Other Long-term Liabilities (Details) - Schedule HTML 51K
of Other Long-Term Liabilities
98: R81 Leases (Details) HTML 92K
99: R82 Leases (Details) - Schedule of Right-of-use Assets HTML 84K
100: R83 Leases (Details) - Schedule of Maturity Analysis HTML 55K
of Company's Lease Liabilities
101: R84 Leases (Details) - Schedule of Amounts Recognized HTML 48K
in Profit or Loss
102: R85 Transactions and Balances with Related Parties HTML 60K
(Details)
103: R86 Transactions and Balances with Related Parties HTML 56K
(Details) - Schedule of Key Management Personnel
and Interested Parties
104: R87 Transactions and Balances with Related Parties HTML 51K
(Details) - Schedule of Compensation to Directors
105: R88 Transactions and Balances with Related Parties HTML 51K
(Details) - Schedule of Debts and Loans to Related
and Interested Parties
106: R89 Equity (Details) HTML 82K
107: R90 Equity (Details) - Schedule of Composition of HTML 46K
Share Capital
108: R91 Share-Based Payment (Details) HTML 81K
109: R92 Share-Based Payment (Details) - Schedule of HTML 44K
Expenses Recognized in Financial Statements
110: R93 Share-Based Payment (Details) - Schedule of HTML 57K
Black-Scholes Options Pricing Model
111: R94 Share-Based Payment (Details) - Schedule of HTML 46K
Weighted Average Fair Values and Exercise Price
112: R95 Share-Based Payment (Details) - Schedule of Number HTML 67K
and Weighted Average Exercise Prices of Share
Options
113: R96 Details of the Statements of Profit or Loss and HTML 50K
Other Comprehensive Income (Loss) (Details) -
Schedule of Revenues
114: R97 Details of the Statements of Profit or Loss and HTML 60K
Other Comprehensive Income (Loss) (Details) -
Schedule of Operating Costs, Depreciation and
Amortization
115: R98 Details of the Statements of Profit or Loss and HTML 50K
Other Comprehensive Income (Loss) (Details) -
Schedule of General and Administrative Expenses
116: R99 Details of the Statements of Profit or Loss and HTML 53K
Other Comprehensive Income (Loss) (Details) -
Schedule of Financing Income
117: R100 Details of the Statements of Profit or Loss and HTML 62K
Other Comprehensive Income (Loss) (Details) -
Schedule of Financing Expenses
118: R101 Taxes on Income (Details) HTML 79K
119: R102 Taxes on Income (Details) - Schedule of HTML 57K
Composition of Income Tax Benefit (Taxes on
Income)
120: R103 Taxes on Income (Details) - Schedule of HTML 69K
Theoretical Tax on the Pre-Tax Profit and the Tax
Expense
121: R104 Taxes on Income (Details) - Schedule of Deferred HTML 65K
Taxes
122: R105 Earnings Per Share (Details) HTML 43K
123: R106 Earnings Per Share (Details) - Schedule of HTML 74K
Computation of Basic and Diluted Earnings Per
Share
124: R107 Financial Instruments (Details) HTML 65K
125: R108 Financial Instruments (Details) - Schedule of HTML 56K
Transactions in Derivative Financial Instruments
126: R109 Financial Instruments (Details) - Schedule of HTML 56K
Forward and Swap Contracts
127: R110 Financial Instruments (Details) - Schedule of HTML 47K
Forward and Swap Contracts (Parentheticals)
128: R111 Financial Instruments (Details) - Schedule of HTML 77K
Contractual Maturities of Financial Liabilities
129: R112 Financial Instruments (Details) - Schedule of HTML 216K
Company's Exposure to Linkage and Foreign Currency
Risk
130: R113 Financial Instruments (Details) - Schedule of HTML 50K
Significant Exchange Rates
131: R114 Financial Instruments (Details) - Schedule of HTML 51K
Sensitivity Analysis of Equity
132: R115 Financial Instruments (Details) - Schedule of HTML 51K
Change in Interest Rate Profit (Loss)
133: R116 Financial Instruments (Details) - Schedule of Fair HTML 69K
Values of the Other Financial Liabilities
134: R117 Financial Instruments (Details) - Schedule of HTML 59K
Interest Rates Used to Discount Estimated Cash
Flows
135: R118 Financial Instruments (Details) - Schedule of Fair HTML 67K
Values Hierarchy
136: R119 Financial Instruments (Details) - Schedule of HTML 54K
Reconciliation Financial Instruments Carried at
Fair Value
137: R120 Operating Segments (Details) HTML 60K
138: R121 Operating Segments (Details) - Schedule of Segment HTML 125K
Adjusted Gross Profit
139: R122 Operating Segments (Details) - Schedule of HTML 53K
Revenues from the Company?s Operations
140: R123 Operating Segments (Details) - Schedule of Fixed HTML 55K
Assets, Net
141: R124 Discontinued operation and Disposal Groups Held HTML 63K
for Sale (Details)
142: R125 Discontinued operation and Disposal Groups Held HTML 64K
for Sale (Details) - Schedule of Assets of
Disposal Groups Classified as Held for Sale
143: R126 Discontinued operation and Disposal Groups Held HTML 57K
for Sale (Details) - Schedule of Disposal Groups
Classified as Held for Sale
144: R127 Discontinued operation and Disposal Groups Held HTML 102K
for Sale (Details) - Schedule of Results
Attributable to Discontinued Operation
145: R128 Subsequent Events (Details) HTML 70K
147: XML IDEA XML File -- Filing Summary XML 292K
150: XML XBRL Instance -- ea0201663-20f_ellomay_htm XML 6.01M
146: EXCEL IDEA Workbook of Financial Report Info XLSX 375K
14: EX-101.CAL XBRL Calculations -- ello-20231231_cal XML 244K
15: EX-101.DEF XBRL Definitions -- ello-20231231_def XML 1.89M
16: EX-101.LAB XBRL Labels -- ello-20231231_lab XML 3.56M
17: EX-101.PRE XBRL Presentations -- ello-20231231_pre XML 1.82M
13: EX-101.SCH XBRL Schema -- ello-20231231 XSD 702K
148: JSON XBRL Instance as JSON Data -- MetaLinks 647± 921K
149: ZIP XBRL Zipped Folder -- 0001213900-24-034140-xbrl Zip 1.64M
Exhibit 97.1
ELLOMAY CAPITAL LTD.
DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of Ellomay Capital Ltd. (the “Company”) has adopted this clawback policy (the “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company to provide for the recovery of erroneously awarded Incentive-Based Compensation from Executive Officers. This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and Section 811 of the Company Guide of the NYSE American LLC (the “Exchange”), and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,” “Financial Reporting Measures,” “Incentive-Based Compensation,” and “Received.” As used herein, these terms shall have the same meaning as in that regulation.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event of such an accounting restatement, the Company will recover reasonably promptly the Erroneously Awarded Compensation Received in accordance with this Policy.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received by an Executive Officer (1) after beginning service as an Executive Officer and (2) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in section 2, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question (whether or not such person is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company). The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the Company has a class of securities listed on the Exchange and (2) on or after October 2, 2023.
(b) See 17 C.F.R. §240.10D-1(b)(1)(i) for certain circumstances under which the Policy will apply to Incentive-Based Compensation Received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery under this Policy with respect to each Executive Officer in connection with an accounting restatement described in Section 2 (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the Company’s stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
5. Recovery of Erroneously Awarded Compensation. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Board shall determine the amount of Erroneously Awarded Compensation Received by each Executive Officer, shall promptly notify each Executive Officer of such amount and demand repayment or return of such compensation based on a repayment schedule determined by the Board in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the Securities and Exchange Commission (the “SEC”), judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Board is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Board has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
6. Board Decisions. Decisions of the Board with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation or any claims related to the Company’s enforcement of its rights under this Policy.
8. Agreement to Policy by Executive Officers. The Board shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by the Executive Officer.
2
9. Other Recovery Rights. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
10. Disclosure. The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.
11. Amendments. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 11 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Exchange rule.
3
EXHIBIT A
ELLOMAY CAPITAL LTD. DODD-FRANK CLAWBACK POLICY
ACKNOWLEDGMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Ellomay Capital Ltd. (the “Company”) Dodd-Frank Clawback Policy (the “Policy”).
By signing this Acknowledgment Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
| Signature |
| Print Name |
| Date |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 6-K | |||
| 11/28/22 | ||||
| List all Filings | ||||