Kenon : Periodic Report of OPC Energy Ltd. for the three-month period ended March 31, 2024

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

May 21, 2024

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #37-02B Millenia Tower

Singapore 039192

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F☒

Form 40-F☐

EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.

CONTENTS

Periodic Report of OPC Energy Ltd. for the Three-Month Period Ended March 31, 2024

On May 21, 2024, Kenon Holdings Ltd.'s subsidiary OPC Energy Ltd. ("OPC") reported to the Israeli Securities Authority and the Tel Aviv Stock Exchange its periodic report (in Hebrew) for the three-month period ended March 31, 2024 ("OPC's Periodic Report"). English convenience translations of the (i) Report of the Board of Directors for the Three-Month Period ended March 31, 2024 and (ii) Unaudited Condensed Consolidated Interim Financial Statements as at March 31, 2024, each as published in OPC's Periodic Report are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K. In the event of a discrepancy between the Hebrew and English versions, the Hebrew version shall prevail.

Forward Looking Statements

This Report on Form 6-K, including the exhibits hereto, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements with respect to OPC's plans, goals and strategy, tariffs in Israel including the expected impact on OPC, gas supply including cost and the impact of changes in gas prices and the impact of seasonality, statements about margins, the war that broke out in Israel on October 7, 2023 (the "War") including the potential impact of the War on OPC, the macroeconomic environment including currency exchange rates, CPI and inflation, OPC's and CPV's projects under construction and in early or preliminary or advanced stages of development, including expected start of construction and completion or commercial operation dates, estimated cost and investment in projects including tax equity partner investments, and characteristics (e.g., capacity and technology) and stage of development of such projects, including regulatory clearances and approvals for projects, CPV's development pipeline and backlog and projects including the description of projects in various stages of developments and expectations about these projects, including expected revenue, EBITDA and cash flows for the first calendar year of a project, statements with respect to new tenders, industry and regulatory developments in Israel and the U.S. and expected benefits to OPC and CPV and the expected interpretation and impact of regulations on OPC and its subsidiaries, expected timing and impact of maintenance, renovation and construction work on OPC's power plants, new accounting standards and the expected impact on OPC's results, the proposed grant of supply license to OPC-Rotem, CPV's margins and hedging activities and capacity tariffs including the scope of CPV's hedging for 2024 and 2025 and the scope of CPV's secured capacity revenues for 2024 and 2025, OPC's debt and liquidity, activities in the energy transition segment including CPV examining possibilities/opportunities to increase holdings in certain plants, the non-binding memorandum of investment of $300 million in CPV Renewable and other non-historical statements. These statements are based on OPC's management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to the War and its impact, risks relating to the impact of macroeconomic factors and the impact of tariffs and gas supply and costs on OPC, risks relating to potential failure to obtain regulatory or other approvals for projects or to meet the required conditions and milestones for development projects, the risk that OPC (including CPV) may fail to develop or complete projects or any other planned transactions including dispositions or acquisitions, as planned (including as to the actual cost and characteristics of projects) or at all, risks relating to potential new regulations or existing regulations, including the Inflation Reduction Act, risks relating to the requirement to obtain a supply license, risks relating to litigation and arbitration, the risk that the accounting standards may have a material effect on OPC's results, risks relating to changes to the Electricity Authority tariffs including seasonality and the impact on OPC's results, the risk that the potential investment of $300 million in CPV Renewable may not proceed on the terms described in OPC's Periodic Report or at all, risks relating to electricity prices in the U.S. where CPV operates and the impact and effectiveness of hedging arrangements of CPV, the risk that actual hedging coverage and capacity payments and results of projects differ materially from those included in OPC's Periodic Report and other risks and factors, including those risks set forth under the heading "Risk Factors" in Kenon's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

* * *

OPC's Periodic Report has been prepared and published by OPC and Kenon makes no representation or warranty as to such report or the information contained. Statements of intent, goals, plans and similar expressions included in OPC's Periodic Report are those of OPC and not of Kenon.

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Exhibits

1. OPC Energy Ltd. - Report of the Board of Directors for the Three-Month Period ended March 31, 2024, as published on May 21, 2024 with the Israeli Securities Authority and Tel Aviv Stock Exchange*
2. OPC Energy Ltd. - Unaudited Condensed Consolidated Interim Financial Statements as at March 31, 2024, as published on May 21, 2024 with the Israeli Securities Authority and Tel Aviv Stock Exchange*
   *English convenience translation from Hebrew original document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KENON HOLDINGS LTD.
Date: May 21, 2024	By:	/s/ Robert L. Rosen
	Name:	Robert L. Rosen
	Title:	Chief Executive Officer
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Exhibit 99.1

OPC ENERGY LTD.

Report of the Board of Directors regarding the Company's Matters

for the three-month period ended March 31, 2024

The Board of Directors of OPC Energy Ltd. (hereinafter - "the Company") is pleased to present herein the Report of the Board of Directors regarding the activities of the Company and its investee companies (hereinafter together - "the Group"), as at March 31, 2024 and for the three-month period then ended (the Period of the Report").

Except for the data reviewed in the Company's interim consolidated financial statements as at March 31, 2024 (hereinafter - "the Interim Statements") that is included in this report below, the data appearing in the Report of the Board of Directors has not been audited or reviewed by the Company's auditing CPAs.

This Report of the Board of Directors is submitted on the assumption that the interim reports and all parts of the Company's Periodic Report for 2023, which was published on March 12, 2024 (Reference No.: 2024-01-021301) ("the Periodic Report for 2023"), are before the reader and references to the Company's reports include the information presented therein by means of reference.

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1. Executive Summary1

Main financial parameters(in millions of shekels)

Consolidated	Adjusted EBITDA after proportionate
	consolidation
	Net income
	Adjusted net income
	FFO
Israel	Adjusted EBITDA
	FFO
U.S.	Adjusted EBITDA after proportionate
	consolidation
	FFO
	Adjusted EBITDA after proportionate
	consolidation - energy transition
	Adjusted EBITDA - renewable energies

OPC Energy Ltd.

Report of the Board of Directors

	For the
	Three Months Ended
	March 31
2024	2023	%
345	275	25%
15	79	(81%)
26	103	(75%)
262	197	33%
170	118	44%
209	141	48%
178	164	9%
90	107	(16%)
179	181	(1%)
28	7	300%

• Adjusted EBITDA, adjusted EBITDA after proportionate consolidation, adjusted net income and FFO are not recognized in accordance with IFRS - for definitions and the manner of their calculation - see Sections 4A and 4B to the Report of the Board of Directors for 2023.

1 The Executive Summary below is presented solely for convenience and it is not a substitute for reading the full detail (including with reference to the matters referred to in the Summary) as stated in this report with all its parts (including warnings relating to "forward-looking" information as it is defined in the Securities Law, 1968 ("the Securities Law") definitions or explanations with respect to the indices for measurement of the results and including the information included by means of reference, as applicable). This Summary includes estimates, plans and assessment of the Company, which constitute "forward-looking" information regarding which there is no certainty it will materialize and the readers are directed to the detail presented in this report below.

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OPC Energy Ltd.

Report of the Board of Directors

1. Executive Summary (Cont.)

Main developments in the first quarter and thereafter

Israel	Increase of 44% in the adjusted EBITDA compared with the corresponding quarter last year
	Memorandum of principles with Intel for construction of power plant with a capacity of 450-650megawatts- in March 2024 a non-binding memorandum of principles was
	signed for supply of electricity to Intel's facilities in Kiryat Gat, including the facilities presently being constructed, for a period of 20 years from the operation date.
	Continued development of the Ramat Beka solar project with a capacity of 245 megawatts with integration of storage (1,375 megawatts per hour)- advancement of the
	development on the National Infrastructures Committee, after the government approved in February 2024 its consent to advance the project.
	Government decision regarding the Hadera 2 project- in April 2024 the Israeli government rejected the plan for construction of a power plant on land adjacent to the
	Hadera power plant. As at the date of the report, the Company is studying the rejection response and based thereon it will consider taking action regarding the matter,
	including legal action.
	Supplementary arrangements and approval of supply license for Rotem- in March 2024, a decision of the Electricity Authority was received regarding supplementary
	arrangements for Rotem, by force of which, among other things, Rotem is expected to receive a supply license. The decision will take effect from July 1, 2024.
	Sale of electricity to consumers of Partner Communications Ltd. ("Partner") that are household consumers and small businesses and decision regarding "smart meters"-
	in February 2024, an agreement was signed with Partner that will permit that will permit diversification of the mix of the Company's customers. In April 2024, a decision
	was made by the Electricity Authority that will permit the Company to also sell electricity to household consumers without a smart meter and assignment thereof to a
	private conventional supplier, commencing from November 1, 2024.
U.S.	Increase of about 9% in adjusted EBITDA compared with the corresponding quarter last year.
	Memorandum of principles for an investment of $300 million in the renewable energy activities of the CPV Group in the U.S.- in April 2024, a non-binding memorandum of
	principles was signed for an investment of $300 million in exchange for an issuance of 32.6% of the ordinary rights in these activities, which reflects a value "before the
	money" of $620 million.
	Completion of construction of the Stagecoach project with a capacity of 102 megawatts- as at the approval date of the report, the project reached commercial operation
	and an agreement was signed with a tax partner (PTC), in the amount of about $52 million.
Group	Issuance of a new series of debentures (Series D)- in January 2024, debentures (Series D) were issued, in the amount of NIS 200 million with an average of life of 6.4 years
headquarters	and an annual interest rate of 6.2%.
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OPC Energy Ltd.

Report of the Board of Directors

1. Executive Summary (Cont.)

Portfolio of about 9.9 GW and about 1.4 GWh of storage (for details - see Section 5 below)

United States (*)

1. In addition, the CPV Group has additional projects in the area of carbon capture with a scope about 5GW in initial development stages.
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OPC Energy Ltd.

Report of the Board of Directors

Israel (**)

1. As at the date of the report, the initial development does not include the Hadera 2 project with a capacity of about 850 megawatts, due to the Government's decision to reject the plan )for details see Section 5 below(.
   That stated with respect to the development stages, capacities and expectations regarding construction of the development projects constitutes "forward-looking" information as it is defined in the Securities Law, which is based on the Company's estimates at the date of the report and regarding which there is no certainty they will be realized. Ultimately, there could be changes in the characteristics of the projects and/or delays due to regulatory and/or operating factors and/or realization of one or more of the risk factors to which the Company is exposed, as stated in Part A of the Periodic Report for 2023. Advancement of the development projects is subject to the discretion of the Company's competent organs and existence (fulfillment) of additional conditions, as stated in Part A of the Periodic Report for 2023.

2. Brief description of the areas of activity

The Company is a public company the securities of which are listed for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter - "the Stock Exchange").

For details regarding the Group's activity segments in the period of the report - see Part 2 of the Report of the Board of Directors that is included in the Periodic Report for 2023 ("Report of the Board of Directors for 2023") and Note 27 to the annual financial statements.

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OPC Energy Ltd.

Report of the Board of Directors

3. Main Developments in the Business Environment

3.1 General

1. Macro-economicenvironment (particularly inflation and interest)- for details regarding the business environment and the macro-economic situation in which the Group companies operate, significant changes that occurred in 2022-2023 and the impact thereof on the Group's activities - see Section 3.1A of the Report of the Board of Directors for 2023.
   In the first quarter of 2024, in the U.S. in the interest-rate decisions made in January and March 2024 the interest rate remained unchanged. In addition, in the interest-rate decision made in May 2024 the interest rate once again remain unchanged at the level of 5.5%, where based on the estimates published by the U.S. Federal Reserve Bank during 2024, three rate reductions of 0.25% each are expected, down to a rate of about 4.6%. In Israel, in the January 2024 interest decision Bank of Israel decided to reduce the interest rate to 4.5% while thereafter in the interest-rate decisions made in February and April 2024 it left the rate unchanged, where according to the forecasts published by Bank of Israel, the interest rate will continue to gradually decline in 2024 and will stabilize in the first quarter of 2025 in the range of 3.75% to 4%.
   Set forth below is data with reference to the currency exchange rate, Consumer Price Index (CPI) in Israel and in the U.S. the interest rates of Bank of Israel and the interest rates of the Fed in U.S.:

	2024	2023		Change
Dollar/shekel exchange rate*
At the end of the prior year		3.627	3.519	3.1%
At March 31		3.681	3.615	1.8%
Average January- March		3.664	3.536	3.6%
* The dollar/shekel exchange rate shortly before the approval date of the report (on May 16, 2024, is 3.681.
		Bank of
		Israel		Federal
Israeli	U.S.	interest		interest
CPI	CPI	rate		rate
At May 16, 2024	113.2	313.5	4.5%	5.25%-5.50%
At March 31, 2024	111.6	310.3	4.5%	5.25%-5.50%
At December 31, 2023	111.3	307.1	4.75%	5.25%-5.50%
At March 31, 2023	108.9	300.8	4.25%	4.75%-5.00%
At December 31, 2022	107.7	297.7	3.25%	4.25%-4.50%
Change in the first quarter of 2024	0.3%	1.0%	(0.25%)	0%
Change in the first quarter of 2023	1.1%	1.1%	1%	0.5%

For details regarding credit linked to the CPI or to prime - see Section 9(B) of the Report of the Board of Directors for 2023. For additional details regarding impacts of the changes in the macro-economic environment on the results of the Group's activities - see Section 11 of the Report of the Board of Directors for 2023.

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