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The Israel Electric Corporation Ltd The Israel Electric Corporation Ltd. Financial Reports For The Three Months Ended March 31, 2018 FILES INDEX The financial reports, for the three months ended March 31, 2018, are presented in a primary order. Each chapter is numbered separately by its internal sequence. Section Description Page Chapter A Description of the Company’s Business Affairs 2 Chapter B Board of Directors' Report on the Status of the 14 Company's Affairs Supplement Additional Report Regarding the Effectiveness of 38 the Internal Control Over Financial Reporting Chapter C Condensed Consolidated Interim Financial 41 Statements Annex 1 Actuarial Valuation 118 The Israel Electric Corporation Ltd. Updated Chapter A (Description of the Company’s Business Affairs) for the 2017 Annual Report For the Period Ended March 31, 2018 Prominent Disclaimer This English translation of the “Updated Chapter A (Description of the Company’s Business Affairs) for the 2017 Annual Report” for the period ended March 31, 2018 ("English Translation") is provided for information purposes only. In the event of any conflict or inconsistency between the terms of this English Translation and the original version prepared in Hebrew, the Hebrew version shall prevail and holders of the Notes should refer to the Hebrew version for any and all financial or other information relating to the Company. The Company and its Directors make no representations as to the accuracy and reliability of the financial information in this English Translation, except that the Company and its Directors represent that reasonable care has been taken to correctly translate and reproduce such information, yet notwithstanding the above, the translation of any technical terms are, in the absence of generally agreed equivalent terms in English, approximations to convey the general sense intended in the Hebrew version. The Company reserves the right to effect such amendments to this English Translation as may be necessary to remove such conflict or inconsistency. 2 Updated Chapter A (Description of the Company’s Business Affairs) for the 2017 Periodic Report ("the Periodic Report")1 of the Israel Electric Corporation Ltd. (“The Company” or “The Electric Company”) According to Regulation 39A to the Securities Regulations (Periodic and Immediate Reports), 1970, the following are details of material developments or changes in the Company’s business affairs, in any matter that should be described in the periodic report during the three months that ended on March 31, 2018 and up to the publication date of this report, according to the order of the sections in the Chapter of Description of the Company’s Business Affairs in the periodic report. This chapter of the quarterly report was prepared under the assumption that its reader possesses the Chapter Description of the Company’s Business Affairs of the periodic report. It should be noted that the terms in this chapter will have the same meaning as presented in the Chapter - Description of the Company’s Business Affairs of the periodic report, unless explicitly stated otherwise. 1. The Company’s operation and description of the development of its business affairs 1.1. General: As of the first quarter of 2018, the Company's Chief Operating Decision Maker separately reviews the operating results of the system management and consumer – supply services down to the profit and loss for the relevant period. Consequently, the Company is presenting two new segments: (a) the system management segment; and (b) the consumer – supply services segment. For additional details, including with regard to the circumstances that led to presentation of the two new segments as aforesaid, see Note 11 to the Company’s financial statements as at March 31, 2018 (the “Financial Statements”). 1.2. The nature and results of any material structural change, merger or acquisition Further to the details in section 1.3 in the Chapter of Description of the Company’s Business Affairs in the periodic report in connection with the outline of principles relating to the structural change in the Company, following further discussions and negotiations between the relevant government entities, the Company, the employees’ representatives and the Histadrut, on May 10, 2018, the aforesaid parties reached consents regarding the outline of principles with respect to the structural change for a period of 8 years (the “structural change outline"). For additional details regarding the structural change outline and the collective agreement signed on May 17, 2018, following the structural change outline (the “Collective Agreement”), see Note 1e and Note 5f to the Financial Statements. The Company estimates that the expected costs in connection with the structural change, to the extent that it will be implemented in accordance with the structural change outline, are at an estimated amount of approximately NIS 7 billion, which will be spread over ten years from the approval date of the structural change outline. Subject to the required regulation and as a condition on the part of the Company to implement the reform, the costs due to implementation of the reform outline will be fully recognized for the Company, subject to cost control. In accordance with the consents with respect to the structural change outline, on May 10, 2018, the Board of Directors of the Company approved a business plan that constitutes the basis for the financial model that was presented to the Board of Directors on the date of approval which is based on the principles of the structural change outline formulated during the reform discussions, including the following financial objectives: (a) The ratio of total liabilities to total assets of the Company, will be no more than 68% until the end 2021, while the net financial debt to adjusted EBITDA of the Company, as defined in the understandings, will be no more than 5.5 until the end of 2021 1 As published on March 15, 2018 (reference number: 2018-01-025432) 3 (b) The ratio of total liabilities to total assets of the Company, as defined in the understandings, will be no more than 66% until the end of 2025, while the net financial debt to adjusted EBITDA of the Company, as defined in the understandings, will be no more than 4.6 until the end of 2025. Within the framework of the policy principles regarding structural changes in the electricity sector and in the Company published by the Minister of Energy on May 17, 2018, and in accordance with the response of the Electricity Authority as part of the obligation to consult which applies to it, it was clarified that the costs of implementation of the reform are estimated at approximately NIS 7.1 billion which are composed of approximately NIS 6.4 billion for increasing efficiency in the Electric Company and increasing managerial flexibility in accordance with the collective agreement and approximately NIS 0.7 billion with respect to additional reform costs. In accordance with the provisions of section 31 (b) of the Electricity Sector Law, in implementing the cost principle for the purpose of setting rates, the Electricity Authority will recognize costs deriving from the policy principles set by the Minister of Energy. The aforesaid policy principles will enter into effect upon receipt of a government resolution and necessary legislative amendments. The information included in this report and within the financial statements of the Company, regarding the manner of implementation of the structural change outline and its cost, within which’ inter alia, the Company’s operation in the generation segment will be reduced and existing Company gas-operated generation sites will be sold, a subsidiary fully owned by the Company will be established and it will construct two new combined cycle gas turbines, the system management operation will be removed from the Company and will be sold to a separate government company, a new transmission supervision will be established by the Company, the supply segment will be gradually opened to competition, compliance with the principles of financial stability that will be determined and a material process of organizational change and an efficiency program in the Company will be carried out, recognition of the costs of implementation of the reform and compliance with the financial targets detailed above, and the information included in this report and within the Company's financial statements regarding decisions of the Company's Board of Directors and the regulatory entities required in connection with all of the aforesaid, are forward-looking information, as defined in the Securities Law, 1968. This information is based on future data, whose materialization is not certain and not controlled by the Company, but depends on receiving regulatory approvals and consents, and relevant legislation changes and based on the Company’s estimates as at the date of the report. Said estimates may not materialize or materialize partially or in a different manner than expected, inter alia, if the regulatory approvals and consents and the required legislation amendments as aforesaid will not be received, or if they will be received in a manner or format different that that described above, all of which are not under the control of the Company. 2. Generation Segment 2.1. Section 7.4: Competition 2.1.1. Section 7.4.1: General; the Company as a monopoly; private electricity production – government policy and decisions of the Electricity Authority 2.1.1.1. Private electricity producers – private electricity producers with renewable energy Further to
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