Exhibit 99.1

Israel Corporation Approves Spin-Off of Kenon

Kenon’s shares will commence trading on the NYSE on or about January 6, 2015 on a when-issued

basis under the symbol “KEN WI”

Highlights

Singapore, January 6, 2015 – Kenon Holdings Ltd. (NYSE, TASE: KEN, ), announced that the shareholders of Israel Corporation Ltd. (TASE: ILCO), its board of directors and two committees of the board, have approved the spin-off of Kenon to Israel Corporation shareholders, and the expected closing date is January 7, 2015. The board of directors of Israel Corporation declared a pro rata dividend of the outstanding shares of Kenon, which will result in the legal and structural separation of the two companies.

Kenon’s primary assets include IC Power, a wholly owned power generation company with more than 3,800 MW of operating assets and assets under construction in growing markets including ten Latin American countries and the Caribbean and in Israel. IC Power has a pipeline of over 1,100 MW of new projects under construction scheduled to be completed by year end 2016. Kenon’s other primary asset is Qoros Automotive, an emerging Chinese automaker. Its other assets include interests in Tower Semiconductor, a speciality foundry manufacturer of analogue integrated circuits, ZIM, a global container shipping company, and two smaller renewable energy companies.

Kenon’s strategy is to support the growth and development of its various businesses. Following the growth and development of its businesses, Kenon intends to unlock value by providing its shareholders with direct access to these businesses. In addition, Kenon will follow disciplined capital allocation principles, including refraining from investing in new companies outside its current businesses.

All Israel Corporation shareholders as of the record date, January 9, 2015, will be entitled to receive for each IC share held, 7 Kenon shares, together with US$26.22557 in cash, as a dividend. Kenon’s shares will be distributed through the clearing systems of the Tel Aviv Stock Exchange Ltd. (TASE) on or about January 9, 2015.

Kenon’s shares will begin trading in the U.S. on the New York Stock Exchange (NYSE) on or about January 6, 2015. The NYSE has indicated that Kenon’s shares will trade on a “when-issued basis” for an initial period. During this period, Kenon’s shares will trade under the ticker symbol of ‘KEN WI’. Regular-way trading on the NYSE will commence at a later date to be determined by the NYSE. At this stage, the ticker symbol will be changed to ‘KEN’.

Kenon’s shares will commence trading in Israel on the TASE, on or about January 11, 2015.

In connection with the spin-off, Kenon has filed a Registration Statement on Form 20-F (“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which contains information about Kenon and its businesses and details regarding the distribution of Kenon’s shares, as well as certain tax consequences and considerations and other important information. The Registration Statement is available on the SEC’s website at www.sec.gov

About Kenon Holding

Kenon is a newly-incorporated holding company that will operate dynamic, primarily growth-oriented, businesses. The companies it will own, in whole or in part, are at various stages of development, ranging from established, cash generating businesses to early stage development companies. Each of our future businesses was formerly held by IC, which is spinning off these businesses with the aim to enhance value for its shareholders in the long term, by enhancing the business focus in the holding of portfolio companies, exposing these businesses to more focused public of investors within their areas of activities, creating structural flexibility in the holding of these businesses and “simplifying” the structure. Our businesses comprise:

Kenon’s primary focus will be to continue to grow and develop its primary businesses, IC Power and Qoros. Following the continued growth and development of its primary businesses, Kenon intends to provide its shareholders with direct access to these businesses, when Kenon believes it is in the best interests of its shareholders for it to do so based on factors specific to each business, market conditions and other relevant information. Kenon intends to support the development of its non-primary businesses, and to act to realize their value for its shareholders by distributing its interests in its non-primary businesses to its shareholders or selling its interests in its non-primary businesses, rationally and expeditiously. For further information on Kenon’s businesses and strategy, see the Registration Statement. Please see http://www.kenon-holdings.com for additional information

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the completion of the spin-off, timing of “when-issued” and “regular-way” trading and trading on the NYSE and the TASE, conditions to the distribution, and statements about the objectives of the spin-off, Kenon’s strategy and other non-historical matters. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward-looking

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statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause the actual results to differ materially from those indicated in our forward-looking statements. Such risks include a failure to successfully separate Kenon from Israel Corporation, the satisfaction of conditions of the spin-off, including the receipt of required approvals, the ability of Kenon’s businesses to continue to grow and develop according to their business development plans, trends in the industries in which Kenon’s businesses operate, customer demand, the competitive landscape in which Kenon’s businesses operate, changes in regulation applicable to Kenon’s businesses, competition risk, regulatory risk, financial markets risk, operational risks, and other risks and factors, including those set forth under the heading “Risk Factors” in Kenon’s Registration Statement. 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.

Information on Israel Corporation’s Cash Dividend Press Release

On January 4 Israel Corporation issued a separate immediate report regarding a cash distribution to be made to holders of Israel Corporation shares on the record date.

Contact Info:

Kenon Holdings Ltd.

Barak Cohen

VP Businesses Development and IR

barakc@kenon-holdings.com

Tel: +972-54-3301100

Zongda Huang

Associate Director, Business Development & IR

huangz@kenon-holdings.com

Tel: +65 6351 1780

External Investor Relations

Ehud Helft / Kenny Green

GK Investor Relations

Kenon@kgir.com

Tel: 1 646 201 9246

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Exhibit 99.2

SPIN-OFF AND DISTRIBUTION AGREEMENT

SPIN-OFF AND DISTRIBUTION AGREEMENT, dated as of January 7, 2015 (this “ Agreement ”), by and between Israel Corporation Ltd., a company incorporated with limited liability organized under the laws of the State of Israel (“ IC ”), and Kenon Holdings Ltd., a company wholly-owned by IC, with limited liability organized under the laws of Singapore (“ Kenon ”). Each of IC and Kenon is sometimes referred to herein as a “ Party ” and together, as the “ Parties ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Appendix 1 .

R E C I T A L S:

WHEREAS, the board of directors of IC (the “ IC Board ”) has determined that it is in the best interests of IC and the IC Shareholders to create a new publicly traded company that shall acquire the IC Transferred Businesses (the “ Separation ”), as an initial step towards completing the Distribution (as defined below);

WHEREAS, Kenon desires to purchase the IC Transferred Businesses from IC and to assume the responsibilities for certain debts, obligations and liabilities of the IC Transferred Businesses, upon the terms and subject to the conditions set forth herein;

WHEREAS, immediately after the consummation of the acquisition of the IC Transferred Businesses and the issuance to IC of the Kenon Shares as set forth herein, IC shall distribute, on a pro rata basis, to the Record Holders all of the Distribution Shares and the Cash Dividend (collectively, the “ Distribution ”).

NOW, THEREFORE, in consideration of the covenants, promises, and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending legally to be bound, agree as follows.

1.1. At the Closing (as defined in Section 1.4), subject to the terms and conditions provided below, (i) IC shall unconditionally and irrevocably sell, assign and transfer to Kenon and Kenon shall purchase, assume and accept from IC, the IC Transferred Assets and the IC Transferred Liabilities, free and clear of any Liens, subject to the limitations and restrictions set forth in Schedule 3.5(a) and (ii) IC shall effect the Cash Investment in Kenon. The IC Transferred Equity Interests shall be sold by IC together with all rights and privileges attaching to them as at the Closing Date (including the right to receive all dividends or distributions declared, made or paid on or after the Closing Date).

1.2. In consideration for the sale, assignment and the transfer of the IC Transferred Businesses and the Cash Investment, at the Closing, Kenon shall issue to IC the Kenon Shares, credited as fully paid up (the “ Purchase Consideration ”), and as soon as possible thereafter, IC shall distribute the Distribution Shares, together with the Cash Dividend from its cash reserves, pro rata among all of the Record Holders.

1.3. All transfer, income, sales, use tax, value-added, gain, stamp, registration, documentary, personal and property and other taxes shall be borne (A) solely by IC where they (i) arise out of or relate to the conveyance of the IC Transferred Businesses pursuant

to this Agreement where such taxes are borne by the transferring party according to any applicable Law; or (ii) arise out of or relate to receipt of the Purchase Consideration pursuant to this Agreement, where such taxes are borne by the receiving party according to any applicable Law; (B) solely by Kenon where they arise out of or relate to the receipt of the IC Transferred Businesses, pursuant to this Agreement, where such taxes according to any applicable Law shall be borne by the receiving Party; and (C) by IC or the Record Holders, as applicable, where they arise out of the Distribution.

1.4. The closing of the transactions contemplated in this Agreement (the “ Closing ”) shall take place on the date hereof, at the offices of Yigal Arnon & Co., 1 Azrieli Center, Tel Aviv at 10.00 a.m. local time or at such other time as the Parties may mutually agree upon in writing. The date on which the Closing occurs shall be referred to herein as the Closing Date (the “ Closing Date ”).

2.1. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

2.1.1. IC shall deliver to Kenon the following documents or cause the following actions to be completed:

2.1.1.1. (i) certificates representing all of the IC Transferred Equity Interests in each of the IC Transferred Companies (other than Tower), duly endorsed to Kenon, (ii) originally executed irrevocable instructions letters (including any legal opinion required in connection therewith) to Tower’s transfer agent, American Stock Transfer (“ AST ”) and Tower’s broker, Oppenheimer Israel Ltd. (“ Oppenheimer ”) instructing each of AST and Oppenheimer to transfer in book entry form all of the IC Transferred Equity Interests in Tower registered with it to Kenon or, in case of securities held by Oppenheimer, to Kenon’s securities account at Oppenheimer.

2.1.1.2. such instruments of transfer, conveyance or assignment, including share transfer deeds, necessary for the transfer of all of IC’s rights, title and interest in the IC Transferred Assets and the IC Transferred Liabilities;

2.1.1.3. copies of such part of the minutes of the meetings of each of the IC Board and the General Meeting, containing the resolutions approving the transactions contemplated by this Agreement, which copies shall be executed by IC’s legal advisors certifying that such resolutions were duly approved by the majorities required by applicable Law and not amended in any manner;

2.1.1.4. a certificate in the form attached hereto as Exhibit 2.1.1.4 , executed by IC, certifying that the representations and warranties contained in Section 3 are true and correct in all respects as of the Closing as though restated at the Closing and that the covenants contained in this Agreement to be complied with by IC on or before the Closing shall have been complied with in all material respects;

2.1.1.5. certifications from counsel of each of the IC Transferred Companies (with the exception of Tower) in the form attached hereto as Exhibit 2.1.1.5 stating that the IC Transferred Equity Interests have been duly transferred to Kenon;

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2.1.1.6. payment of the Cash Investment Amount, by wire transfer to the account of Kenon, the details of which will be provided to IC prior to the Closing;

2.1.1.7. execute and deliver to Kenon each of the Loan Agreement and Pledge Agreement;

2.1.1.8. without derogating from Kenon’s obligations under Sections 2.1.2.3 and 2.1.2.4 below, cause the crediting of 53,383,015 ordinary shares of no par value of Kenon (the “ Distribution Shares ”) (which shall be comprised of (x) the Kenon Shares and (y) 23,500,000 ordinary shares of Kenon of no par value held by IC immediately prior to the Closing Date ) in DTC, to the TASE Account and to any Holder account, if required;

2.1.1.9. take such action as shall be required to ensure payment of the Cash Dividend to the Record Holders promptly following the Record Date; and

2.1.2. Kenon shall deliver to IC the following documents or cause the following actions to be completed:

2.1.2.1. duly executed minutes of the resolutions of the Kenon Board and sole Shareholder, evidencing approval of the transactions contemplated by this Agreement;

2.1.2.2. certifications from Kenon’s legal advisors stating that (i) all approvals required for the issuance of the Kenon Shares under the Articles of Association of Kenon and the Companies Act, Chapter 50 of Singapore have been obtained, and (ii) the Kenon Shares have been duly issued to IC in the form attached hereto as Exhibit 2.1.2.2 .

2.1.2.3. issue the Kenon Shares to IC;

2.1.2.4. deliver the Distribution Shares to the TASE Account with the DTC, by way of direct registration in book-entry form and remove IC as a shareholder of Kenon in its Register of Members;

2.1.2.5. execute and deliver any instruments of transfer, conveyance or assignment, including share transfer deeds, necessary for the transfer of all of IC’s rights, title and interest in the IC Transferred Assets and the IC Transferred Liabilities; and

2.1.2.6. execute and deliver to IC each of the Loan Agreement and Pledge Agreement.

2.2. On or before the Closing, IC shall arrange for transfer to Kenon of all existing corporate books and Records in IC’s possession or control relating to the IC Transferred Businesses; provided , however , that in the event that any such documents relate to both the IC Transferred Businesses and IC, only copies of such documents shall be furnished to Kenon.

IC hereby represents and warrants to Kenon as of the date hereof and as of the Closing as follows:

3.1. IC has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and under the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.

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3.2. The execution and delivery of this Agreement and the Ancillary Agreements by IC, the performance by IC of its obligations hereunder and thereunder and the consummation by IC of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of IC and no other corporate action on the part of IC is necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements shall have been as of the Closing Date, duly executed and delivered by IC, and this Agreement constitutes, and such Ancillary Agreements will constitute as of the Closing Date, the legal, valid and binding obligations of IC, enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar Laws affecting the rights of creditors generally.

3.3. Subject to obtaining the Required Consents (as defined below), the execution, delivery and performance of this Agreement or any Ancillary Agreement by IC does not and will not (a) violate or conflict with the organizational or charter documents of IC; (b) conflict with or violate any Law or governmental order pertaining to IC; (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which IC is a party or by which IC is bound; or (d) result in the creation of any Lien on any of the IC Transferred Assets or the Cash Investment Amount.

3.4. Except as set forth in Schedule 3.4 (the “ Required Consents ”), the execution and delivery of this Agreement and the Ancillary Agreements by IC do not, and the performance of this Agreement and the Ancillary Agreements by IC, including, without limitation, transfer and assignment of all the IC Transferred Businesses, will not, require IC to obtain any consent, approval, authorization or other action to be taken by IC, or require IC to make any filing with or give notification to, any Governmental Entity or any other Person. For the avoidance of doubt, Kenon shall be solely responsible for obtaining the consents listed in items 1, 2, 3 and 4 of Schedule 3.4.

3.5. Subject to the limitations, restrictions and matters set forth in Schedule 3.5 , IC holds good and marketable title to and has valid interests in all of the IC Transferred Assets, free and clear of any and all Liens. At and as of the Closing, subject to the limitations set forth in Schedule 3.5(a) , Kenon shall have good, valid and marketable title to all of the IC Transferred Assets, free and clear of any Liens and shall have full right and power to the possession rights of the IC Transferred Assets so transferred. Other than the IC Transferred Equity Interests, IC has no other equity interests in the IC Transferred Companies. To IC’s knowledge: (a) IC’s holding percentage in the issued and outstanding share capital of each of the IC Transferred Companies, as set forth in Appendix 1 hereto, is accurate and complete; and (b)  Schedule 3.5(b) sets forth an accurate and complete list of all options, warrants or other securities exercisable or convertible into securities, the issuance of which was approved by the board of directors or the applicable authorized corporate organ of ICG, ICP, Quantum and Qoros, as applicable.

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3.6. Except as set forth in Schedule 3.6 , there are no Legal Proceedings pending or, to the Actual Knowledge of IC, threatened in writing, against IC with respect to or in connection with the IC Transferred Businesses.

3.7. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. EACH OF IC AND KENON UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL IC TRANSFERRED ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND KENON AGREES ON BEHALF OF ITSELF, EACH MEMBER OF THE KENON GROUP, AND WITH RESPECT TO ITSELF AND EACH SUCH MEMBER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND SHAREHOLDERS, THAT NO CLAIMS SHALL BE BROUGHT AGAINST IC OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND SHAREHOLDERS, IN RESPECT OF THE CONDITION OR PRIOR MANAGEMENT OF THE IC TRANSFERRED ASSETS, WITHOUT DEROGATING FROM KENON’S RIGHT TO BRING ANY CLAIMS AGAINST SUCH PERSONS WITH RESPECT TO ANY BREACH OF THIS AGREEMENT.

Kenon hereby represents and warrants to IC as of the date hereof and as of the Closing, as follows:

4.1. Kenon has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and under the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.

4.2 The execution and delivery of this Agreement and the Ancillary Agreements by Kenon, the performance by Kenon of its obligations hereunder and thereunder and the consummation by Kenon of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Kenon and no other corporate action on the part of Kenon is necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements shall have been as of

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the Closing Date, duly executed and delivered by Kenon, and this Agreement constitutes, and such Ancillary Agreements will constitute as of the Closing Date, the legal, valid and binding obligations of Kenon, enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar Laws affecting the rights of creditors generally.

4.3 The Kenon Shares when issued, sold and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid, non-assessable, free of any preemptive rights, will have the rights, preferences, privileges, and restrictions set forth in Kenon’s Articles of Association, and will be free and clear of any liens, claims, encumbrances or third party rights of any kind. Kenon is taking all required actions in order to ensure the registration of the Kenon Shares, their listing on the NYSE and their issuance to IC, in accordance with applicable Laws.

5.1. The consummation of the Separation will be subject to the satisfaction of the conditions set forth in Section 6 of the IC Shareholder Circular and to the obtaining by IC of all other Required Consents.

5.2. In addition, no Party will be obligated to consummate the transaction in case any order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution, or any of the transactions related thereto shall be in effect.

5.3. Each Party shall deliver or cause to be delivered such additional documents as may be necessary in connection with the consummation of the transactions contemplated by this Agreement and the performance of their obligations hereunder.

6.1. Following the Closing Date, except as otherwise expressly set forth in this Section 6 and subject to the accuracy of any applicable IC representation and warranty set forth in Section 3, neither IC nor any member of the IC Group shall remain liable for any and all of the IC Transferred Liabilities or Future Litigation, nor shall IC or any member of the IC Group be liable to Kenon for any Losses arising out of or in connection with the IC Transferred Liabilities or Future Litigation, whether the facts giving rise to such Losses (whether known or unknown as of the Closing Date, where applicable), existed prior to or following the Closing Date. For the avoidance of doubt, except as otherwise expressly set forth in this Section 6 and irrespective of the accuracy of any applicable IC representation and warranty set forth in Section 3, following the Closing Date, Kenon shall be liable for any and all of the obligations, commitments and undertakings of Kenon or IC relating to the IC Transferred Liabilities and Future Litigation and shall be liable for any Losses incurred by Kenon or IC arising out of or in connection with the IC Transferred Liabilities and Future Litigation, whether the facts giving rise to such Losses (whether known or unknown as of the Closing Date, where applicable), existed prior to or following the Closing Date.

6.2. Without derogating from the foregoing, following the Closing Date, IC shall continue to be liable for the following:

6.2.1. The Legal Proceedings which existed as of the Closing Date, as described in Schedule 3.6 ;

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6.2.2. Any and all tax Liabilities due from IC in respect of any period prior to the Closing in respect of the IC Transferred Companies, IC Transferred Assets and IC Transferred Liabilities;

6.2.3. Any and all Liabilities in respect of the Employees which existed through the later of (i) the Closing and (ii) the date on which the employment of such Employee by IC was terminated, regardless of whether such Liabilities arose in respect of the IC Transferred Businesses or in the course of performing any other duties by the Employees at IC;

6.2.4. Any Liabilities of officeholders of IC (including the Employees) for which IC has an existing obligation to indemnify, arising out of actions or omissions committed by them in the performance of their roles as officeholders of IC, before or after the Closing, including with respect to Liabilities suffered by IC or Kenon in connection with Liabilities of such officeholders for which IC has an existing obligation to indemnify;

6.2.5. Its obligation to provide the Credit Line to Zim;

6.2.6. The Guarantee provided to Chery Automotive Co. Ltd. dated July 2012;

6.2.7. Any other obligations and liabilities agreed upon in writing prior to the Closing Date by the Parties.

(collectively, the “ IC Retained Liabilities ”).

6.3. Without derogating from the agreements and understandings set forth in section 3.7 herein, IC agrees to indemnify, defend, protect and hold harmless Kenon, and, with respect to any Action against any of the following, also their officers, directors, employees, shareholders, agents and Representatives (collectively, the “ Kenon Indemnified Parties ”), at all times from and after the Closing, from and against all Losses, incurred by any Kenon Indemnified Party as a result of or arising from (i) any of the IC Retained Liabilities and any other pending or contingent obligations, commitments, Guarantees, Liabilities or undertakings of IC which are not IC Transferred Liabilities or Future Litigation; (ii) any breach of or default in connection with any of the covenants and agreements given or made by IC or any officer or director of IC in this Agreement or any Ancillary Agreement; (iii) any misrepresentation or breach of any of the representations and warranties made by IC or any officer or director of IC in this Agreement or any Ancillary Agreement, which representations and warranties shall survive and remain in full force and effect from the Closing until the third anniversary of the Closing; and (iv) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to the IC Shareholder Circular and IC Disclosure Documents. For the avoidance of any doubt, (i) IC shall not be required to indemnify Kenon in connection with the performance of any of Kenon’s obligations pursuant to the Loan Agreement, and (ii) the provisions of this Section 6.3 shall not derogate from Kenon’s obligations (A) under any of the Ancillary Agreements to repay to IC the amounts paid by IC in respect of Guarantees which are included in the Retained Liabilities, where such Guarantees have been exercised following the date hereof, or (B) with respect to the Kenon Disclosure Documents or its indemnification obligations in connection therewith. For the purposes of this Section 6.3, Kenon shall be deemed to mean Kenon and/or its successors or assigns and/or any Person to which Kenon may transfer any of the IC Transferred Companies (in respect of such transferred IC Transferred Companies).

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6.4. Kenon agrees to indemnify, defend, protect and hold harmless IC and, with respect to any Action against any of the following, also their officers, directors, employees, shareholders, agents and Representatives (collectively, the “ IC Indemnified Parties ”), at all times from and after the Closing, from and against all Losses, incurred by any IC Indemnified Party resulting from (i) the IC Transferred Liabilities or Future Litigation; (ii) any breach of or default in connection with any of the covenants and agreements given or made by Kenon or any officer or director of Kenon in this Agreement or any Ancillary Agreement; (iii) any misrepresentation or breach of any of the representations made by Kenon or any officer or director of Kenon in this Agreement or any Ancillary Agreement, which representations and warranties shall survive and remain in full force and effect from the Closing until the third anniversary of the Closing; and (iv) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the Kenon Disclosure Documents.

6.5. If any claim or liability (a “ Third-Party Claim ”) is asserted against any of the IC Indemnified Parties or the Kenon Indemnified Parties, as applicable (the “ Indemnitee ”) by a third party after the Closing for which an indemnification obligation under the terms of Section 6.3 or 6.4 applies, then the Indemnitee shall notify the other Party (the “ Indemnitor ”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “ Claim Notice ”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and Records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle such Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in Section 6.6, no settlement of a Third-Party Claim will be effective unless both the Indemnitor and the Indemnitee approve it. A failure by the Indemnitee to timely notify the Indemnitor of the Claim Notice shall not excuse Indemnitor from any indemnification liability except to the extent that the Indemnitor is adversely prejudiced by such failure.

6.6. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate; provided that (i) insofar as is reasonably practicable and reasonable, the Indemnitee shall take into account any instructions or

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guidelines provided by the Indemnitor in writing; and (ii) the Indemnitee may only settle such Third-Party Claim on such terms agreed in writing by the Indemnitor, which written agreement shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all reasonable expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.

6.7. Upon discovery of any claim for which a Party has an indemnification obligation under the terms of Section 6.3 or 6.4 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Indemnitor of such claim and, in any case, shall give Indemnitor such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Indemnitor shall not excuse Indemnitor from any indemnification liability except to the extent that Indemnitor is adversely prejudiced by such failure.

7.1. Subject to any confidentiality obligations under any applicable statutes or regulations, including obligations and laws protecting personal data, but without derogating from any of the Ancillary Agreements, including Section 7.1 of the Loan Agreement, each of IC and Kenon, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Closing Date, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or in the case of Kenon its Group (to the extent that Kenon has to the power to cause the members of the Kenon Group to provide such information) to the extent that such information relates to any of the IC Transferred Businesses or IC Retained Liabilities and (i) such information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (ii) such information is reasonably required by the requesting Party to comply with any obligation imposed by any Governmental Entity or applicable Law; provided , however , that, such information shall be held in strict confidence (unless and only to the extent disclosure of such information is required under any applicable law) and shall be used only for such purposes and in compliance with applicable Law, and provided further that in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or results in a waiver of any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. 

7.2. Without limiting the generality of the foregoing and subject to the limitations set forth in Section 7.1, until the first Kenon fiscal year end occurring after the Closing Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Closing occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements

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and, if applicable to such Party, management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

7.3. Kenon undertakes that following the Closing it shall act in accordance with Section 7.1 of the Loan Agreement in accordance with the terms of the Loan Agreement.

8.1. Subject to the approval of the Board of Directors of IC, this Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Closing Date by and in the sole discretion of IC, without the approval or consent of any other Person, including Kenon.

8.2. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no Liability on the part of either Party (nor any of its directors, officers or employees) hereto.

9.1. Kenon shall act in accordance with the terms and conditions of the Guarantee Release Framework, provided that the remaining financial obligation to inject funds to Qoros or guarantee any payment relating to Qoros under the Guarantee Release Framework shall be up to an amount equal to RMB400 million (the “ Guarantee Framework Obligations ”). For the avoidance of doubt, notwithstanding the effectiveness of the Guarantee Release Framework, any Guarantees provided by IC to Qoros which are included in the Retained Liabilities, shall remain in effect (the “ Remaining Qoros Guarantee ”). However in the event of any exercise of the Remaining Qoros Guarantee, Kenon shall repay IC any amounts paid by IC in respect thereof, in accordance with Kenon’s obligations under any of the Ancillary Agreements.

9.2. The Parties agree that following the Closing, no party shall take, permit or, cause any third party to take or omit, permit to be omitted or cause any third party to omit to take, any action whether directly or indirectly, the result of which action or inaction would be or would be reasonably expected to be the failure of the Distribution Shares to be traded on the TASE as soon as reasonably practicable following the Record Date.

9.3. As soon as reasonably practicable following the Closing Date, the board of directors of Kenon shall grant options to purchase ordinary shares in the capital of Kenon to those officers and employees of IC who currently hold options to purchase IC Shares granted under the 2012 option plan of IC, in accordance with the terms set forth in the IC Shareholder Circular, which options shall be granted in accordance with the terms of a certain tax ruling obtained from the ITA on August 17, 2014 in respect thereto, and shall file a registration statement on Form S-8 registering the shares underlying such options.

9.4. IC agrees and covenants that following the Closing Date, it shall permit the Employees to use any information regarding the IC Transferred Businesses, which they

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acquired, whether in written form or orally, during the respective terms of their employment with the IC Group; subject only to any applicable confidentiality obligations towards Kenon or any member of the Kenon Group.

9.5. IC shall cooperate with Kenon (at Kenon’s expense) in the defense of any third-party claim or proceeding with respect to the IC Transferred Businesses, and make available to Kenon any documents, materials and other information in its possession or control that may be necessary for the defense of such claim or proceeding.

9.6. Further Action .

9.6.1. From and after the Closing, Kenon and IC shall (at their own reasonable expense) do all things necessary, proper or advisable under applicable Laws, including signing and delivery of any documents and instruments, as reasonably requested by either party to put Kenon in effective and registered possession, ownership and control of the IC Transferred Assets and the IC Transferred Liabilities, and cooperate fully with each other and with any Governmental Entities and third Persons in promptly seeking to obtain all required authorizations, consents, orders and approvals therefor.

9.6.2. In case that during the period of twelve (12) months following the Closing, Kenon discovers any pre Closing component of the IC Transferred Businesses, (such as, but not limited to, shares in, rights pertaining to or agreements entered into by the IC Transferred Businesses, but expressly excluding goodwill) (an “ Additional Asset ”) that is not transferred to Kenon as of the Closing, then Kenon may request IC in writing to transfer such Additional Asset to Kenon, as if such item had been identified as an IC Transferred Asset under this Agreement and the Schedules thereto. As soon as practicable after receipt by IC from Kenon of such request, IC shall provide written confirmation of the transfer of such asset to Kenon (unless IC in good faith believes that such Additional Asset should not be so treated), and such item shall thereafter be deemed to have been transferred to Kenon.

9.7. Confidentiality . Expect as specifically set forth herein, including under Section 7 above, without the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), each Party shall not (i) disclose to any Person (other than to the other Party or any member of the other Party’s Group) in any manner, directly or indirectly, any confidential information or data relevant to the IC Transferred Businesses or the operation of the IC Transferred Businesses (in the case of IC) or to the businesses or operations of the businesses operated as of the Closing Date by IC (in the case of Kenon) (the “ IC Businesses ”), whether of a technical or commercial nature, or (ii) use or permit or assist, by acquiescence or otherwise, any Person to use, directly or indirectly, any confidential information in any manner which is competitive with the operation of the IC Transferred Businesses (in the case of IC), or the IC Businesses (in the case of Kenon) after the Closing. Each Party shall take reasonable precautions to keep such applicable information confidential.

10.1. Except as otherwise specifically provided in any Ancillary Agreement (the terms of which, to the extent so provided therein, shall govern the resolution of disputes, controversies or claims that are the subject of such Ancillary Agreement), the procedures for discussion, negotiation and arbitration set forth in this Section 10 shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any

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Ancillary Agreement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the Closing Date), between or among IC Group, on the one hand, and any member of the Kenon Group, on the other hand (collectively, “ Agreement Disputes ”).

10.2. IC and Kenon will use their respective commercially reasonable efforts to resolve expeditiously any Agreement Dispute on a mutually acceptable negotiated basis. In furtherance of the foregoing, any member of the Kenon Group or IC involved in an Agreement Dispute may deliver a notice (an “ Escalation Notice ”) demanding an in-person meeting involving senior level management representatives of IC and Kenon (or, if IC and Kenon agree, of the appropriate business unit or division within each such entity). A copy of any such Escalation Notice shall be given to the General Counsel of each of IC and Kenon (which copy shall state that it is an Escalation Notice pursuant to this Section 10.2). Any agenda, location or procedures for such discussions or negotiations between IC and Kenon may be established by IC and Kenon from time to time; provided , however , that the representatives of IC and Kenon shall use their reasonable efforts to meet within 30 days of the Escalation Notice.

10.3. If the senior level management representatives of IC and Kenon are not able to resolve the Agreement Dispute within 30 days after the date of receipt of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury), then the Agreement Dispute shall be submitted to the chief executive officers of both IC and Kenon.

10.4. If IC and Kenon are not able to resolve the Agreement Dispute through the processes set forth in sections 10.2 and 10.3 within 60 days after the date of the Escalation Notice, such Agreement Dispute shall be determined, at the request of either IC or Kenon by arbitration, which shall be (i) conducted in Israel by three arbitrators, consisting of one arbitrator appointed by IC, one arbitrator appointed by Kenon and a third arbitrator appointed by the two arbitrators appointed by IC and Kenon or, if the arbitrators appointed by IC and Kenon cannot agree on a third arbitrator, the third arbitrator shall be appointed by the chief executive officers of both IC and Kenon, (ii) conducted in accordance with the Israeli Arbitration Law 1968 (except with respect to the selection of arbitrators) in effect at the time of filing of the demand for arbitration, (iii) subject to Israeli law.

10.5. The decision of the arbitrators (which, notwithstanding any other provision of this Agreement to the contrary, may include an order to specifically perform any provision of this Agreement) shall be in writing, fully reasoned, final and binding upon the Parties hereto, and the expense of the arbitration (including the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction in the city of Tel-Aviv-Jaffa, Israel.

10.6. Subject to applicable Laws, the existence of, and any discussions, negotiations, arbitrations or other proceedings relating to, any Agreement Dispute shall be treated as confidential information, until such time as a judgment thereon is entered in a court of competent jurisdiction.

10.7. Notwithstanding anything to the contrary in this Agreement, if an Agreement Dispute relates to a bona fide Third-Party Claim, the Indemnitee may file an indemnification claim against Indemnitor in any competent court in any applicable jurisdiction.

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11.1. Expenses . Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each party shall bear its own costs and expenses incurred on or prior to the Closing Date in connection with the preparation, execution, delivery and implementation of the transactions contemplated hereby and thereby.

11.2. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or e-mail or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.2):

Israel Corporation Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20456

Tel Aviv 61204 Israel

Attention: Maya Alcheh-Kaplan

General Counsel

Facsimile: +972-3-6844587

with a copy to:

Yigal Arnon & Co.

1 Azrieli Center

Tel Aviv 6702101

Israel

Attention: Gil Oren

Adrian Daniels

Facsimile: +972-3-608-7702

Kenon Holdings Ltd.

1 Temasek Avenue #36-01

Millenia Tower

Singapore 039192

Attention: Robert Rosen

General Counsel

E-mail: RobertR@kenon-holdings.com

with a copy to:

Skadden, Arps, Slate, Meagher and Flom (UK) LLP

40 Bank Street

London E14 5DS

Attention: Scott V. Simpson

James A. McDonald

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Meitar Liquornik Geva Leshem Tal

16 Abba Hillel Road

Ramat Gan 5250680

Israel

Attention: Mike Rimon

Facsimile: 972-3-610-3687

A Party may, by notice to the other Party, change the address to which such notices are to be given.

11.3. Public Announcements . Prior to the Closing Date, each of Kenon and IC shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Entity with respect thereto.

11.4. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

11.5. Entire Agreement . This Agreement and the Ancillary Agreements constitute the entire agreement of the Parties hereto and their Affiliates with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof and thereof.

11.6. Assignment . This Agreement may not be assigned by a Party hereto without the consent of the other Party hereto; provided that a merger shall not be deemed to be an assignment under this Agreement; and provided further, that any Party may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of such Party without the consent of the other Party provided that no such assignment shall relieve the assignor of any of its obligations hereunder.

11.7. Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Israel irrespective of the choice of laws principles of the State of Israel, including all matters of validity, construction, effect, enforceability, performance and remedies. Subject to Section 10 above, the appropriate courts in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute or claim in connection with this Agreement or any of the transactions contemplated hereby, and the Parties hereby irrevocably submit to such jurisdiction.

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11.8. Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

11.9. Mutual Drafting . This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

11.10. Counterparts . This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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Appendix 1

“ Action ” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation by or before any Governmental Entity or any arbitration or mediation tribunal.

“ Actual Knowledge ” shall mean with respect to IC, the actual knowledge of IC’s general counsel, chief financial officer or chief executive officer without any of the foregoing having conducted any general or specific inquiry as to the existence of any threatened Legal Proceedings.

“ Agent ” shall mean the trust company or bank duly appointed by IC to act as distribution agent, transfer agent and registrar for the Distribution Shares in connection with the Distribution.

“ Ancillary Agreements ” shall mean all agreements (other than this Agreement) entered into by the Parties in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, and all documents, instruments and ancillary agreements hereunder and thereunder.

“ Assets ” shall mean, with respect to any person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“ Audit Committee ” shall mean the audit committee of the IC Board.

“ Cash Dividend ” shall mean approximately U.S. $200,000,000, less any taxes required to be withheld by IC subject to applicable Law.

“ Business Day ” shall mean a day in which regular trading occurs on the TASE.

“ Business Information ” means all books, records, files and documentation of IC in any media prepared, used or held for use by any Person, related to the IC Transferred Businesses, including but not limited to, all business records, tangible data, electronic media, disks, files, customer lists, supplier lists, blueprints, specifications, designs, drawings, operation or maintenance manuals, bids, personnel records, policy and instruction manuals and directories, invoices, credit records, sales, market and promotional literature of any kind, tax, financial and accounting records and all other books and records relating to the IC Transferred Businesses.

“Cash Investment” shall mean the cash payment to Kenon of the Cash Investment Amount, which shall comprise part of the aggregate consideration for the allotment and issuance of Kenon Shares to IC pursuant to Section 1.2 of this Agreement.

“ Cash Investment Amount ” shall mean an amount equal to US$34,270,845.

“ Credit Line ” shall mean a certain credit line to be provided to Zim pursuant to the terms and conditions of the IL Framework Credit Line Agreement dated July 15, 2014, in the amount of $50,000,000.

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“ Employees ” shall mean Tzahi Goshen and Barak Cohen.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Form 20-F ” shall mean the registration statement on Form 20-F filed by Kenon with the SEC in connection with the Distribution, and all amendments and supplements thereto.

“ Future Litigation ” shall mean any Legal Proceedings to which IC will become a party following the Closing relating to its holding prior to the Closing of the IC Transferred Companies or the IC Transferred Businesses with the exception of the Legal Proceedings set forth in Schedule 3.6.

“ Guarantee Release Framework ” shall mean the framework for releasing the guarantees provided to Chery Automotive Co. Ltd. (“ Chery ”) under the Quantum Obligations, as more fully described in IC’s immediate report dated October 1, 2014, and which was effectuated on December 11, 2014 by the release of IC from a certain guarantee to Chery, dated August 2014.

“ General Meeting ” shall mean the Extraordinary General Meeting of the IC Shareholders convened for the purpose of approving the Separation and Distribution.

“ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“ Group ” shall mean the IC Group or the Kenon Group, as the context may require.

“ Guarantee ” shall mean any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding.

“ IC Disclosure Documents ” shall mean any registration statement or other document filed with the SEC or the ISA by or on behalf of IC in connection with the Separation or the Distribution, in each case which describes the Separation or the Distribution or the IC Group or primarily relates to the transactions contemplated hereby, but shall specifically not include the Kenon Disclosure Documents.

“ IC Group ” shall mean IC and each Person that is a Subsidiary of IC, or an investee or associated company of such Subsidiary or IC (other than (i) the IC Transferred Companies and (ii) Kenon and its Subsidiaries; (iii) Israel Chemicals Ltd., and (iv) Oil Refineries Ltd.).

“ IC Shares ” shall mean the ordinary shares of IC.

“ IC Shareholders ” shall mean the holders of IC Shares.

“ IC Shareholder Circular ” shall mean the circular sent to IC Shareholders containing details of the Separation and Distribution, including any amendment or supplement thereto.

“ IC Transferred Assets ” shall mean the IC Transferred Equity Interests and the Assets sets forth in Schedule A hereto.

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“ IC Transferred Businesses ” shall mean the IC Transferred Assets and the IC Transferred Liabilities.

“ IC Transferred Companies ” shall mean:

(i) IC Power Ltd., a company incorporated with limited liability organized under the laws of the State of Israel (“ ICP ”);

(ii) ZIM Integrated Shipping Services, Ltd., a company incorporated with limited liability organized under the laws of the State of Israel (“ Zim ”);

(iii) Tower Semiconductor Ltd., a company incorporated with limited liability organized under the laws of the State of Israel (“ Tower ”);

(iv) IC Green Energy Ltd., a company incorporated under the laws of Israel (“ ICG ”); and

(v) Quantum (2007) LLC, a company incorporated with limited liability organized under the laws of the State of Delaware (“ Quantum ”);

“ IC Transferred Equity Interests ” shall mean

(a) 10,000,100 ordinary shares of ICP, par value NIS 0.01 owned by IC, constituting 100% of the issued and outstanding share capital of such company as of the Closing Date;

(b) 3,200,000 ordinary shares of ZIM, par value NIS 0.03 owned by IC, constituting approximately 32% of the issued and outstanding share capital of such company as of the Closing Date;

(c) 18,030,039 ordinary shares of Tower, par value NIS 15.00 owned by IC, 1,669,795 series 9 options in Tower, options to purchase 2,668 ordinary shares of Tower, transferred to IC pursuant to that certain Letter Agreement between IC and Mr. Yoav Doppelt, dated February 6, 2013;

(d) 3,722 ordinary shares of IC Green Energy Ltd., nominal value NIS 0.2 owned by IC, constituting 100% of the issued and outstanding share capital of such company as of the Closing Date; and

(e) 100% of the membership interest of Quantum, owned by IC, constituting 100% of the of the membership interest of such company as of the Closing Date.

“ IC Transferred Liabilities ” shall mean the Liabilities set forth in Schedule B .

“ Information ” shall mean all information, whether or not patentable or copyrightable, in written, oral, electronic, visual or other tangible or intangible form, stored in any medium, including studies, reports, Records, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

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“ Intellectual Property” means all rights in any jurisdiction worldwide arising out of (i) all patents and patent applications, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions and reexaminations thereof, (ii) all trade secret rights, formulas, discoveries and improvements, know how, inventions, specifications, designs, plans, proposals and technical data, business and marketing plans, market surveys, and customer lists, (iii) all copyrights and any other original works of authorship, designs, rights in databases, mask works, copyright registrations and applications therefor and all moral and economic rights of authors and inventors related thereto, however denominated, throughout the world, (iv) all trademarks, service marks, logos, trade dress and trade names, whether registered or not, all registrations and applications to register the foregoing anywhere in the world and all goodwill associated therewith, (v) all Internet electronic addresses, domain names, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing and (vi) all other intellectual property and related proprietary rights, interests and protections.

“ ISA ” shall mean the Israel Securities Authority

“ Kenon ” shall have the meaning set forth in the Preamble.

“ Kenon Articles of Association ” shall mean the Articles of Association, in the form of Exhibit B .

“ Kenon Disclosure Documents ” shall mean any registration statement or other document (including the Form 20-F) filed with the SEC or the ISA by or on behalf of Kenon in connection with the Separation or the Distribution, in each case which describes the Separation or the Distribution or the Kenon Group or primarily relates to the transactions contemplated hereby, but shall not include the IC Shareholder Circular or any other documents filed by IC with any of the SEC, the ISA or any other Governmental Entity in connection with the Separation or the Distribution.

“ Kenon Group ” shall mean Kenon and each Person that immediately following the Closing, is a Subsidiary of Kenon, or an investee or associated company of such Subsidiary or Kenon.

“ Kenon Israeli Prospectus ” shall mean the prospectus filed with the ISA by Kenon with respect to the Distribution Shares.

“ Kenon Shares ” shall mean 29,883,015 ordinary shares of no par value in the capital of Kenon.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity.

“ Legal Proceedings ” shall mean any material ongoing civil, criminal or administrative action or proceeding relating to the IC Transferred Businesses filed with or heard before a court of competent jurisdiction or any other competent judicial Governmental Entity or arbitrator.

“ Liabilities ” shall mean any and all debts, liabilities, costs, expenses and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree,

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stipulation, determination or award entered by or with any Governmental Entity and those arising under any contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

“ Lien ” means any mortgage, deed or trust, pledge, hypothecation, security interest, encumbrance, restriction, claim, lien, lease or charge or third party right of any kind whatsoever.

“Loan Agreement ” shall mean that certain loan agreement by and between IC and Kenon in the form agreed between the Parties prior to the date hereof.

“ Losses ” shall mean all damages, losses, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the reasonable costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, indirect or punitive damages and taxes.

“ NYSE ” shall mean the New York Stock Exchange.

“ Parties ” shall mean the parties to this Agreement.

“ Person ” means any natural person, general or limited partnership, corporation, limited liability company, firm, association or other legal entity.

“ Pledge Agreement ” shall mean that certain pledge agreement by and between IC and Kenon in the form agreed between the Parties prior to the date hereof.

“ Records ” shall mean any contracts, documents, books, records or files.

“ Record Date ” shall mean the close of business on the date to be determined by the IC Board as the record date for determining holders of IC Shares entitled to receive Distribution Shares pursuant to the Distribution.

“ Record Holders ” shall mean the holders of record of IC Shares as of the Record Date with the exception of H.L. Management and Consulting (1986) Ltd.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ SEC ” shall mean the United States Securities and Exchange Commission or any successor agency.

“ Subsidiary ” shall mean, with respect to any Person, (i) a corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns 50% or more of the equity economic interest thereof or has the power to elect or direct the election of 50% or more of the members of the governing body of such entity or otherwise has control over such entity ( e.g., as the managing partner of a partnership).

“ TASE ” shall mean the Tel Avi Stock Exchange.

“ TASE Account ” shall mean the account of the TASE Clearing House Ltd.

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S CHEDULE A

IC T RANSFERRED A SSETS

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 22 -

S CHEDULE B

IC T RANSFERRED L IABILITIES

Without derogating from the foregoing, according to the Consent To An Assignment dated August 31, 2014, IC shall continue to be liable under the JVC Guarantee to the performance and compliance of Quantum with art. 7.7 only of the JVC. To the extent that IC is required to perform any of its obligations under art. 7.7 of the JVC Guarantee, any Liability of IC resulting therefrom shall be considered an IC Transferred Liability for which IC shall be entitled to indemnification pursuant to Section 6.4 herein as if Kenon has assumed IC’s obligations under art. 7.7 of the JVC, unless the exercise of such right relates to the Legal Proceedings set forth in Schedule 3.6 and without derogating from any of IC’s representations and warranties hereunder; provided, however, that if IC is requested to perform its obligation under art. 7.7 of the JVC Guarantee, IC shall notify Kenon to that effect as soon as possible following receipt of such request and shall cooperate in good faith with Kenon, at Kenon’s expense, to minimize any such Liability that may arise thereunder.

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 23 -

S CHEDULE 3.4

R EQUIRED C ONSENTS

1. Declaration of Effectiveness of the Form 20-F by the SEC.

2. Approval of New York Stock Exchange for the listing for trade of the Distribution Shares.

3. Approval of ISA for publication of the Kenon Israeli Prospectus.

4. Approval in principle of TASE for the listing for trade of the Distribution Shares.

5. Approval of the General Meeting.

6. Consent of Nir Gilad (in respect of the transfer of the IC Transferred Equity Interests in Quantum).

7. Approval of the Board of Directors of ICG (in respect of the transfer of the IC Transferred Equity Interests in ICG).

8. Approval of the Board of Directors of ICP (in respect of the transfer of the IC Transferred Equity Interests in ICP).

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 24 -

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 25 -

S CHEDULE 3.5( A )

L IMITATIONS AND R ESTRICTIONS IN R ELATION TO IC T RANSFERRED A SSETS

Any restrictions pursuant to the following documents (including, where applicable, English translation thereof), copies of which are attached hereto to the extent indicated below:

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 26 -

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 27 -

S CHEDULE 3.5(B)

A DDITIONAL S ECURITIES

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 28 -

S CHEDULE 3.6

L EGAL P ROCEEDINGS

Legal Proceedings in connection with VCars as described more fully in Footnote 20(b)1a to the financial statements of IC for the year ended December 31, 2013.

Legal Proceedings in connection with an application to approve a derivative action law suit in connection with the approval of the amendment of the conditions relating to the share of the state of Israel in Zim, as reported in an immediate report of IC dated August 7, 2014.

Legal Proceedings in connection with an application to approve a derivative action law suit relating to a certain creditor arrangement between Zim and its creditors, as reported in an immediate report of IC dated January 4, 2015.

[S PIN -O FF A ND D ISTRIBUTION A GREEMENT ]

- 29 -

Exhibit 99.3

Final Form

LOAN AGREEMENT

This Loan Agreement (this “ Agreement ”) is made and entered into as of the 7 ^th day of January, 2015 by and between Israel Corporation Ltd. (“ IC ”) and Kenon Holdings Ltd. (“ Kenon ”). IC and Kenon shall each be referred to as a “ Party ”, and collectively, the “ Parties ”.

WHEREAS , IC intends to consummate a structural change of the holdings of its portfolio companies, under which its holdings in certain of its portfolio companies, including (subject to such changes or variations in the implementation of such structural change as may be executed) IC Power Limited, Zim Integrated Shipping Services Limited, IC Green Energy Limited, Tower Semiconductor Limited and Quantum (2007) LLC, which holds 50% of the interests in Qoros Automotive Co Limited (“ Qoros ”), will be transferred to Kenon, and IC will distribute, inter alia , the shares in Kenon to its then-current shareholders, whereupon, inter alia , Kenon shall cease to be a subsidiary of IC (the “ Change of Holdings ”); and

WHEREAS , pursuant to Guarantee Contracts entered into between IC and Chery Automobile Co. Ltd. (“ Chery ”) dated July 23 2012 and August 2014 (subject to Section 2.2.1 hereto) (the “ Qoros Guarantees ”), IC has provided certain guarantees to Chery in respect of up to 50% of the obligations guaranteed by Chery pursuant to (i) a Guarantee Deed between Chery and China Construction Bank Co., LTD, Suzhou Branch as agent for a syndicate of Chinese banks and (ii) a counter-guarantee contract between Chery and Changshu Port Development and Construction Co. Ltd., in each case of (i) and (ii) provided in respect of the indebtedness of Qoros under that Syndicated Renminbi/US Dollars Agreement for Fixed Assets Investment with an Aggregate Equivalent Amount of RMB Three Billion dated July 23 2012, between Qoros and said syndicate of Chinese banks (the “ Qoros Loan Agreement ”); and

WHEREAS , Kenon has requested IC to make available to it, subject to and concurrently with the consummation of the Change of Holdings, one or more loans, and IC is willing to provide such loans to Kenon, subject to and in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE , the Parties hereby agree as follows:

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3

4

5

6

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In the event that IC shall determine that it is impossible or inadvisable to assign any rights it may have against Qoros or Chery in accordance with this Section 2.2.8, IC shall notify Kenon of such determination and the Parties shall consult with one another and cooperate (at Kenon’s sole expense) with regard to the pursuit and enforcement of the rights available to IC to recover any amounts paid by IC in connection with the Qoros Guarantees. If, following such consultation between the Parties, Kenon shall notify IC that it wishes to pursue the enforcement of any such rights, IC may (without any obligation) issue Kenon a revocable power of attorney authorizing and empowering Kenon to take action, at its sole expense, in this respect. In the event Kenon notifies IC that it does not wish to enforce such rights (or in the event that Kenon has failed to so notify IC and IC has given Kenon a ten (10) Business Days’ notice (or such shorter notice, if IC believes that further delay may materially prejudice the pursuit and enforcement of its rights and/or its ability to recover any amounts paid in connection with the Qoros Guarantees), IC shall be entitled (but not obligated) to do so, at Kenon’s expense. Nothing herein shall limit IC’s right to join as a party to any legal proceedings, including without limitation where it believes that there may be a conflict of interests that may impair or adversely affect its rights or interests. Any amount actually recovered by IC from Qoros, Chery or any third party through the pursuit or enforcement of rights available to it under law or contract shall be reduced from the Qoros Guarantee Liability Amount (that is, there shall be no double recovery).

8

Each Commitment Fee Cancellation Accrual Amount shall accrue interest at the Interest Rate, calculated daily (in accordance with actual/360) from the date of cancellation of such portion of the Loan Facility to (and including) the last day of each Interest Period during the Interest Capitalization Period, and such interest shall be capitalized to that Commitment Fee Cancellation Accrual Amount on the last day of each such Interest Period (other than the last date of the Interest Capitalization Period if such day is the Loans Repayment Date).

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10

11

Kenon represents and warrants to IC (which representations will be deemed to be repeated on each day), in each case from the date of this Agreement and until all amounts owed or payable under this Agreement have been irrevocably paid in full and until the Qoros Guarantee Liability Termination, as follows and acknowledges that IC is entering into this Agreement in full reliance thereof:

12

13

Kenon undertakes in favor of IC from the date of this Agreement and until the later of: (a) the date of final repayment of all amounts owed or payable under this Agreement and (b) the Qoros Guarantee Liability Termination, as follows:

14

Without prejudice to the foregoing, it is agreed that where the financial statements of Kenon, IC Power or Qoros have been filed with the Securities and Exchange Commission, failure to deliver such financial statements shall not constitute a breach of this undertaking unless IC has requested Kenon to deliver copies of such financial statements and Kenon has not delivered them to IC within 5 (five) Business Days of such request.

Notwithstanding anything to the contrary in this Agreement, following the Final Repayment Date, Kenon undertakes to promptly provide to IC, any of the aforesaid information and documents in accordance with Section 7.1.3 reasonably required by IC in order to comply with its filing obligations under applicable law (including financial statements). Notwithstanding the aforesaid, following the Qoros Guarantee Liability Termination, Kenon will be required to provide the aforesaid information and documents in relation to Qoros only to the extent these are required by IC in order to fulfill its filing obligations under applicable law. The provisions of this Section 7.1 shall survive the termination of this Agreement.

15

By way of illustration: (I) the utilization of a Loan under the Loan Facility in a principal amount of US$80,000,000 (assuming no Loans had been previously made) shall be subject to the creation of a pledge pursuant hereto with respect to ICP Interests comprising in the aggregate 53% of all ICP Interests then outstanding; (II) the utilization of a Loan under the Loan Facility such that the aggregate principal amount of all Loans previously utilized together with the Loan to be utilized would exceed US$150,000,000 shall be subject to the creation or existence of a pledge(s) pursuant hereto with respect to ICP Interests comprising in the aggregate 66% of all ICP Interests then outstanding),

in each case, pursuant to security documents in form agreed by the parties prior to the draw-down of the initial Loan ( mutatis mutandis according to the security interest pledged with respect to each Loan), provided that prior to the draw-down of future Loans, IC shall be entitled to amend the form of the pledge documents to be executed by Kenon to the extent required as a result of changes in applicable law.

16

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18

In the event that a Transaction permitted under this Section is effected or consummated, the provisions of this Agreement that apply to shares in IC Power or to ICP Interests shall apply, mutatis mutandis , to the shares of the Purchasing Entity (and, where applicable, references to IC Power and to ICP Interests, including for the avoidance of doubt under the definition of Holdings Value and for the purpose of the undertakings under Sections 7.1 ( Information undertakings ) and 7.2 ( Notifications ), shall be construed as references to the Purchasing Entity and to the shares in the Purchasing Entity, and for the avoidance of doubt such provisions shall thereupon cease to apply to IC Power and to ICP Interests).

19

Each of the events or circumstances set out in this Section 8 is an “ Event of Default ” (whether or not caused by any reason outside the control of Kenon or of any other person):

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

or any analogous procedure or step is taken in any jurisdiction or an application for the recognition of foreign proceedings under applicable law is made in respect of Kenon.

No Event of Default will occur under this Section 8.5 by reason of any legal proceedings or other procedure or step (or analogous procedure or step taken in any jurisdiction) presented or taken by any person other than by Kenon, as applicable, which is being contested in good faith and is fully cancelled or discharged within 45 (forty-five) Business Days of its commencement or presentation.

20

On and at any time after the occurrence of an Event of Default which is continuing, IC may, by written notice to Kenon: (i) cancel the Loan Facility or any part thereof whereupon it shall immediately be cancelled; (ii) declare that all or part of the Loans and the Qoros Guarantee Liability Amount then outstanding, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or (iii) declare that all or part of the Loans and the Qoros Guarantee Liability Amount then outstanding, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be payable on demand, whereupon they shall immediately become payable on demand by IC.

In the event that all or any part of the Loans and the Qoros Guarantee Liability Amount have been declared payable pursuant hereto, IC shall be entitled to take all steps it deems fit in order to collect all sums owed by Kenon, including, to enforce any pledges granted pursuant to Section 7.3 and to realize all or any of the assets pledged under the security documents to recover any amounts owing by Kenon. For avoidance of doubt, the Events of Default set out in this Section 8 shall be in addition to, and nothing in this Section shall operate or be construed so as to prejudice or derogate from, any other rights, causes of action, remedies and relief available to IC under this Agreement or by applicable law.

Kenon acknowledges and agrees that any payment received by any of the foregoing (including following the enforcement or realization of any pledge and security interest created or granted to IC by Kenon in accordance with this Agreement) at a time when all amounts owing or that may become due and payable under this Agreement have not yet become due and payable, including in respect of any obligations, claims, charges and other liabilities of IC or that IC may incur in connection with the Qoros Guarantees, may be deposited by IC (or anyone acting on its behalf) in a weekly interest bearing cash deposit in a bank account at IC’s name, and shall thereafter be applied towards the payment of any such amounts owing or that may become due and payable under this Agreement, including amounts actually paid by IC in connection with any Qoros Guarantee, in accordance with Section 5.5. Following the full payment of all amounts due to IC under this agreement and following the Qoros Guarantee Liability Termination, the balance remaining in the aforementioned bank account (including all interest and proceeds accrued thereon) shall be paid to Kenon.

21

In this Section, “ Financial Institution ” means any bank, insurer, trust, fund (including pension funds, provident funds and investment funds) or any other entity, incorporated in any jurisdiction, which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which is supervised by a governmental body in the country of its incorporation.

If as a result of circumstances existing at the date of the assignment or transfer, Kenon would be obliged to make an increased payment to the transferee in accordance with Section 5.3.1, then the transferee will only be entitled to receive payment under Section 5.3.1 to the same extent as the transferring party would have been if the assignment or transfer had not occurred.

22

if to IC:

23

or at such other address or email as any Party shall have furnished to the other in writing in accordance with this Section.

The parties agree that this Section is made for the benefit of IC only. As a result, IC shall not be prevented from taking proceedings to settle any matter, dispute or relating to this Agreement or to enforce any right or remedy it may have in connection herewith in any courts with jurisdiction in Singapore or in any jurisdiction in which Kenon has assets, as it may deem appropriate and necessary in its sole discretion. To the extent allowed by law, the taking of proceedings in one jurisdiction shall not limit preclude the taking of proceedings (whether concurrently or not) in any other jurisdiction.

Kenon hereby agrees that the process by which any suit, action or proceedings be initiated or conducted may be served on it by being delivered in connection with any such proceedings in Israel to IC Green Energy Ltd. (“ IC Green ”).

A copy of the appointment letter and the consent of IC Green to act as agent for service is attached hereto as Exhibit A . If the appointment of IC Green ceases to be effective, the undersigned shall immediately appoint another person or entity in Israel to accept service of process on its behalf in Israel and, failing such appointment within 21 (twenty one) days, service to the law firm of Meitar Liquornik Geva Leshem Tal Law Offices, to the attention of any two of the following: Advs. Dan Geva, Michael Rimon, Judith Gal-Or, Assaf Oz, Tomer Sela and David Glatt (or, in their absence, to any partner in that law firm) will constitute due service of process to Kenon. Nothing contained herein shall affect the right to serve process in any other manner permitted by applicable law.

[ Signature Page to Follow ]

24

IN WITNESS WHEREOF, the Parties have executed this LOAN AGREEMENT as of the date first above written.

Dear Sirs,

We refer to the loan agreement with you dated [                    ], 2015 (the “ Agreement ”). Capitalized terms have the meanings given to them in the Agreement. We wish to borrow a Loan on the following terms:

[                    ]

We confirm that each of the conditions for submission of this Drawdown Notice as set forth by the Agreement is satisfied on the date of the requested drawdown (after giving effect thereto, if applicable).

EXHIBIT A

Kenon Holdings Ltd.

1Temasek Avenue #36-01, Millenia Tower

Singapore 039192

IC Green Energy Ltd.

19 Ha’arba’a St., Hatichon Tower

Tel-Aviv 61204, Israel

Attention: [ — ]

[ — ][ — ], 2015

Dear Sirs,

Re: Appointment of Process Agent

If the Loan Agreement is extended, amended, restated or otherwise modified, your appointment will, nonetheless, be extended and continued accordingly.

but need not contain any other information nor details of the nature or substance of the claim made against us.

We acknowledge receipt of your letter of which this is a true copy. We accept the appointment as agent for service process described in the letter on the terms the letter sets out, and undertake to comply with such terms.

Exhibit 99.4

Final Form

PLEDGE AGREEMENT

This Pledge Agreement (this “ Agreement ”) is made and entered into as of the 7 ^th day of January, 2015 by Kenon Holdings Ltd. (“ Kenon ”) in favor of Israel Corporation Ltd. (“ IC ”). IC and Kenon shall each be referred to as a “ Party ”, and collectively, the “ Parties ”.

WHEREAS , IC and Kenon entered into a Loan Agreement dated the 7 ^th day of January, 2015 (the “ Loan Agreement ”); and

WHEREAS , as a provision of the Loan Agreement and as a condition to the provision of Loans in accordance with the Loan Agreement, Kenon as the borrower under the Loan Agreement and the holder of 100% of the issued and outstanding share capital of IC Power has undertaken, inter alia , to pledge and assign by way of pledge the Pledged Assets in favor of IC in accordance with and subject to the terms of this Agreement as a security for the full and punctual payment of all amounts owing by Kenon to IC under the Loan Agreement;

NOW, THEREFORE , the Parties hereby agree as follows:

As a continuing security for the full and punctual payment and performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Obligations, Kenon hereby absolutely and unconditionally pledges in favor of IC by way of first ranking fixed pledge or, as may be applicable, assigns in favor of IC by way of pledge, in each case not limited in amount, the Pledged Assets.

2

Kenon shall not be entitled to discharge any or all of the Pledged Assets from the Pledge, except as expressly permitted in the Loan Agreement and under the terms set forth therein. Neither Kenon nor any third party (including a third party having a right which may be affected by the charges hereby created or the realization thereof) shall have any right under Section 13(b) of the Pledge Law or any similar rights under any statutory provisions, in addition to Section 13(b) of the Pledge Law or in substitution therefor.

The Pledge shall remain in force as continuing security for the payment and discharge of the Secured Obligations and shall remain in force and subject to Section 4.4 ( Avoidance of Payments ), shall be released and discharged only upon the execution by IC of a written release of the Pledge created by this Agreement; and IC will not be bound to enforce any other Security Interests created or any right belonging to it under the Loan Agreement before enforcing this Pledge.

3

Where any release, discharge or other arrangement in respect of any Secured Obligation or any Security Interest IC may have for such Secured Obligation is given or made in reliance on any payment or other disposition which is avoided or must be repaid, whether in an insolvency, liquidation or otherwise, and whether or not IC has conceded or compromised any claim that any such payment or other disposition will or should be avoided or repaid, this Pledge shall continue as if such release, discharge or other arrangement had not been given or made.

Kenon shall pay, and forthwith on demand indemnify IC against any liability incurred by IC in respect of any stamp, registration and similar tax which is or becomes payable in connection with the entry into, registration, recording, performance or enforcement of this Pledge.

Without derogating from any representation or warranty of Kenon under the Loan Agreement or otherwise, Kenon represents and warrants to IC (which representations will be deemed to be repeated on each day until the release of the Pledge in accordance with the terms hereof) as follows, and acknowledges that IC is entering into this Agreement in full reliance thereof:

It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation, and has the power to carry on its business as it is being conducted from time to time.

4

It has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement.

This Agreement has been authorized by all necessary corporate action on its part, has been duly executed and delivered by it through its authorized officers, and it represents valid and binding obligations enforceable against it in accordance with its terms.

No consent, approval or authorization of, exemption by, or filing with, any governmental or regulatory authority or any third party is required in connection with the execution, delivery and performance by Kenon of this Agreement and the consummation of the transactions contemplated herein, including the creation and perfection of the Pledges save for (i) the making of the appropriate registrations of this Agreement with the Accounting and Corporate Regulatory Authority of Singapore; and (ii) the payment of stamp duty in the amount of S$500 payable in Singapore in respect of the stamping of this Agreement, (iii) registration of the Pledge with the Israel Pledges Registrar; all of which shall be completed by Kenon within the time periods set forth in this Agreement.

Its entry into, and performance by it of this Agreement does not and will not conflict with, or result in a violation of (i) its or IC Power or any of its direct or indirect subsidiaries’ constitutional documents, (ii) any other agreement to which any of the above is a party, (iii) any order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which any of the above is bound, (iv) any authorization or consent to which any of the above is subject; or (v) any applicable law.

Neither Kenon nor IC Power or any of its direct or indirect subsidiaries has taken any corporate action, nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge) threatened against either of them, in any jurisdiction, for winding-up, dissolution, judicial management administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, trustee or similar officer of either of them or of any or all of their assets or revenues.

Subject only to the Pledge, Kenon has good, valid and marketable title to the Pledged Assets, no other person has any legal or beneficial interest (or any right to claim any such interest), and there is no competing or adverse right in the Pledged Assets.

5

The Pledged Shares are validly issued, fully paid and are free and clear of any Security Interest (other than pursuant to this Pledge), options, third party rights or any restrictions or limitations on transfer, including pursuant to the articles of association of IC Power and any relevant law or contract.

The provisions of this Agreement are effective to create, in favor of IC a legal, valid and binding, not limited in amount, fixed pledge which is not subject to any prior or other security and is not liable to be set aside on the insolvency of Kenon, and an assignment by way of pledge over the Pledged Assets, first ranking, perfected and enforceable in accordance with the terms hereof.

Full payment of all taxes levied against or with respect to the Pledged Assets and/or the income accruing thereon under any applicable law has been made.

Kenon undertakes to IC until the release of the Pledge in accordance with the terms hereof, except as expressly permitted herein:

6

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Without derogating from Kenon’s undertakings hereunder, cocnurrently with the execution of this Agreement, Kenon is executing an authorisation letter in the form agreed between the Parties, for the purpose authorising IC’s Singapore legal counsel to file such Statement with the Accounting and Corporate Regulatory Authority of Singapore.

8

Kenon undertakes to notify IC forthwith upon it becoming aware of (i) any adverse claim proceeding or litigation relating to the Pledged Assets, including the imposition of any Security Interest, or an attempt to impose any Security Interest, or any execution proceedings, or of any application for the appointment of a receiver or any other officer of similar role, and shall immediately notify the party which imposed or attempted to impose such Security Interest or issued such execution proceedings or application, of the Pledge, and forthwith take, at the expense of Kenon, all steps necessary for the prompt and final discharge or cancellation of such Security Interest execution proceedings or appointment, as the case may be; and (ii) any other development, event or circumstance of which it becomes aware which could be reasonably expected to materially and adversely affect the Pledged Assets.

If Kenon for any reason whatsoever fails to duly and punctually comply with any of its obligations under this Agreement, IC shall have the power, on behalf of or in the name of Kenon or otherwise, to perform the obligation and to take any steps which IC may, in its absolute discretion, consider appropriate with a view to remedying, or mitigating the consequences of the failure, but without in any way becoming liable therefor and provided that the exercise of this power, or the failure to exercise it, shall in no circumstances prejudice IC’s rights hereunder.

Nothing in this Section 6 shall derogate from any undertaking of Kenon under the Loan Agreement or otherwise.

If an Event of Default has occurred, and for so long as it is continuing,:

9

All payments required to be made by Kenon under this Agreement shall be calculated without reference to any set-off or counterclaim, and shall be made free and clear of, and without any deduction for, or on account of, any set-off or counterclaim.

Kenon further covenants with IC from time to time upon demand, at Kenon’s cost to execute any document or do any act or thing which in the reasonable determination of IC is necessary to (i) create, perfect, register or give effect to any Security Interest created or intended to be created by this Agreement over or in connection with the Pledged Assets, (ii) preserve or protect any of the rights of IC under this Agreement, or (iii) facilitate the exercise, or the proposed exercise, of any powers or rights of IC under this Agreement.

Kenon hereby irrevocably appoints IC as its true and lawful attorney, with full power of substitution, in respect of this Agreement, to act in Kenon’s name and at Kenon’s expense in order to do any such act, including, without limitation, to sign in the name of Kenon any and all documents, as may in the sole discretion of IC be necessary in order to secure the rights of IC against third parties in respect of the Security Interests contemplated by this Agreement pursuant to the terms hereof (including as set forth in Section 9 above). In addition to, and without derogating from the foregoing, Kenon hereby irrevocably appoints IC as its true and lawful attorney, with full power of substitution, to participate and vote in Kenon’s name and on its behalf in all general meetings of IC Power, whether by way of written resolution or by way of meeting, so long as an Event of Default is continuing, or as otherwise set forth in the Loan Agreement.

10

All reasonable out-of-pocket fees, costs and expenses incurred by IC or the receiver appointed in connection with this Pledge in connection with this Agreement, as in force from time to time, including without limitation, in connection with the creation, registration or perfection of this Pledge or any other document relating thereto, any reasonable out-of-pocket costs and expenses incurred in connection with any default or the breach by or failure of Kenon to observe any of the provisions hereof or with the enforcement of, or preservation of rights under this Agreement (including with respect to the contemplation of any enforcement and preparation therefor), and any reasonable out-of-pocket costs and expenses incurred in the realization of the Pledged Assets and/or institution of proceedings for collection, insurance, safe-keeping, and maintenance of the Pledged Assets (including, without limitation, reasonable fees of legal counsel and other advisors in any jurisdiction) shall be paid by Kenon to IC or the receiver as the case may be following its first demand, together with interest at the Default Rate, as defined in the Loan Agreement from the date on which a demand therefor was first made on Kenon until the date of actual payment. All the above costs, expenses and liabilities together with interest thereon shall constitute part of the Secured Obligations.

provided that Kenon shall not be obligated to indemnify an Indemnified Person for any loss or liability incurred solely as a consequence of the willful misconduct or gross negligence of such Indemnified Person.

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if to IC:

or at such other address or email as any Party shall have furnished to the other in writing in accordance with this Section 14.6.

The parties agree that this Section is made for the benefit of IC only. As a result, IC shall not be prevented from taking proceedings to settle any matter, dispute or relating to this Agreement or to enforce any right or remedy it may have in connection herewith in any courts with jurisdiction in Singapore or in any jurisdiction in which Kenon has assets, as it may deem appropriate and necessary in its sole discretion. To the extent allowed by law, the taking of proceedings in one jurisdiction shall not limit preclude the taking of proceedings (whether concurrently or not) in any other jurisdiction.

13

Kenon hereby agrees that the process by which any suit, action or proceedings be initiated or conducted may be served on it by being delivered in connection with any such proceedings in Israel to IC Green Energy Ltd. (“IC Green”).

A copy of the appointment letter and the consent of the IC Green to act as agent for service is attached hereto as Exhibit C. If the appointment of IC Green ceases to be effective, the undersigned shall immediately appoint another person or entity in Israel to accept service of process on its behalf in Israel and, failing such appointment within 21 (twenty one) days, service to the law firm of Meitar Liquornik Geva Leshem Tal Law Offices, to the attention of any two of the following: Advs. Dan Geva, Michael Rimon, Judith Gal-Or, Assaf Oz, Tomer Sela and David Glatt (or, in their absence, to any partner in that law firm) will constitute due service of process to Kenon. Nothing contained herein shall affect the right to serve process in any other manner permitted by applicable law.

[ Signature Page to Follow ]

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IN WITNESS WHEREOF, the Parties have executed this PLEDGE AGREEMENT as of the date first above written.

I, the undersigned, Robert Rosen, Advocate, acting as the legal advisor of Kenon Holdings Ltd. (the “Corporation ”), hereby confirm that this Agreement has been duly signed and executed by the Corporation in accordance with its constitutional documents. Furthermore I hereby confirm that this Agreement was signed by the Corporation’s duly authorized signatories and as such binds the Corporation in all respects.

Signature and Seal:		/s/ Robert Rosen				Date:		7 January 2015

Exhibit A

Number of Pledged Shares

4,000,040 (four million forty) Ordinary Shares of IC Power Ltd. par value 0.01 each (and their Related Rights).

Exhibit B

Irrevocable Instructions and Notice to IC Power Ltd.

Date:                     

Dear Sirs,

To:

Israel Corporation Ltd.

Kenon Holdings Ltd.

Dear Sirs,

IC Power Ltd.

I, the undersigned,                     , Advocate, acting as the legal advisor of IC Power Ltd. (the “Corporation ”), hereby confirm that this notice has been duly signed and executed by the Corporation in accordance with its constitutional documents. Furthermore I hereby confirm that this notice was signed by the Corporation’s duly authorized signatories and as such binds the Corporation in all respects.

EXHIBIT C

Kenon Holdings Ltd.

1 Temasek Avenue #36-01, Millenia Tower

Singapore 039192

IC Green Energy Ltd.

19 Ha’arba’a St., Hatichon Tower

Tel-Aviv 61204, Israel

January     , 2015    

Dear Sirs,

Re: Appointment of Process Agent

If the Pledge Agreement is extended, amended, restated or otherwise modified, your appointment will, nonetheless, be extended and continued accordingly.

but need not contain any other information nor details of the nature or substance of the claim made against us.

We acknowledge receipt of your letter of which this is a true copy. We accept the appointment as agent for service process described in the letter on the terms the letter sets out, and undertake to comply with such terms.

Exhibit 99.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of January 7, 2015 by and between Kenon Holdings Ltd. (the “ Company ”), a company organized under the laws of Singapore, and Millenium Investments Elad Ltd., a company organized under the laws of the State of Israel (“ Millenium ”). The Company and Millenium are referred to collectively herein as the “ Parties .”

WHEREAS, the Company is a diversified holding company that is intending to register its outstanding ordinary shares under the 1933 Act with the U.S. Securities and Exchange Commission (the “ Commission ”) and list them for trading on the New York Stock Exchange (“ NYSE ”) under the symbol “KEN”

WHEREAS, unless the context otherwise requires, capitalized terms used and not otherwise defined herein shall have the meanings ascribed in Section 1 ;

WHEREAS, following the distribution to it by way of a dividend from Israel Corporation Ltd., Millenium expects to own 25,294,122 of the Company’s ordinary shares (the “ Ordinary Shares ”), constituting approximately 47.4% of the Ordinary Shares to be outstanding following this distribution;

WHEREAS, the parties intend that the registration rights set forth in this Agreement be applicable to all outstanding Ordinary Shares which are or may be owned by Millenium and by any of its Affiliates at any time during the term of this Agreement, and to all of the Ordinary Shares that may be issued or granted at any time in the future on account or by virtue of such Ordinary Shares, as set out in the definition of Registrable Securities below;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1 :

“ Affiliate ” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined under Rule 405.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, Singapore or London, United Kingdom, are required or authorized to be closed.

“ Commission ” is defined in the recitals of this Agreement.

“ Company ” is defined in the introductory paragraph of this Agreement, and includes any successor thereto.

“ Demand Notice ” has the meaning set forth in Section 2(a) .

“ Demand Registration ” has the meaning set forth in Section 2(a) .

“ Effective Date ” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“ Effectiveness Period ” has the meaning set forth in Section 2(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Indemnified Persons ” has the meaning set forth in Section 5 .

“ Losses ” has the meaning set forth in Section 5 .

“ Millenium ” means Millenium, any transferee or assignee to whom Millenium assigns its rights, in whole or in part, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights, in accordance with Section 7 below.

“ Ordinary Shares ” is defined in the recitals of this Agreement.

“ Parties ” has the meaning set forth in the preamble.

“ Person ” means an individual or group, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Piggyback Notice ” has the meaning set forth in Section 2(b) .

“ Piggyback Registration ” has the meaning set forth in Section 2(b) .

“ Piggyback Request ” has the meaning set forth in Section 2(b) .

“ Pledge Holder ” has the meaning set forth in Section 7(e)(ii) .

“ Proceeding ” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Company to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A

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promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Registrable Securities ” means (i) any Ordinary Shares owned by Millenium during the term of this Agreement, and (ii) any shares issued or issuable with respect to such Ordinary Shares as a result of any stock split, stock dividend, rights offering, recapitalization, merger, exchange or similar event or otherwise.

“ Registration Expenses ” has the meaning set forth in Section 4 .

“ Registration Statement ” means a registration statement in the form required to register the resale of the Registrable Securities under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 433 ” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

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“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for Millenium.

“ Shelf Registration Statement ” has the meaning set forth in Section 2(a)(iii) .

“ Suspension Period ” has the meaning set forth in Section 2(a) .

“ Trading Day ” means a day during which trading in the Ordinary Shares generally occurs on the Trading Market.

“ Unaffiliated Board Members ” is defined in Section 2(a)(iv) .

“ WKSI ” means a “ well known seasoned issuer ” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

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(A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of Millenium)(the “ Unaffiliated Board Members ”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective;

(B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Ordinary Shares, or (2) the Company is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act;

(C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or

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(D) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “ Shelf Registration Statement ”), the Company shall be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12-month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if:

(1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and,

(2) either

(A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Ordinary Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation, (ii) after the advice of counsel, the sale of Ordinary Shares covered by the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or

(B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus

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(any such period referred to in this Section 2(a)(iii) , a “ Suspension Period ”); provided, however , that

(i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 2(a)(iii) and/or Section 7(g) for more than an aggregate of ninety (90) days in any twelve (12) month period, and

(ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section  2(a)(iii)(C)(1) or (2) or Section  2(a)(iii)(D) , then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Ordinary Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Ordinary Shares as contemplated by Company employee benefit plans or employee or director arrangements.

In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D) , the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D) , the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension.

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The procedures to be followed by the Company and Millenium in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and Millenium, with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

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All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration or Piggyback Registration (excluding any Selling Expenses) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “ Registration Expenses ” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the NYSE and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Ordinary Shares and of printing prospectuses if the printing of prospectuses is reasonably requested by Millenium), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the NYSE.

If requested by Millenium, the Company shall indemnify and hold harmless each underwriter, if any, engaged in connection with any registration referred to in Section 2 and provide representations, covenants, opinions and other assurances to any underwriter in form and substance reasonably satisfactory to such underwriter and the Company.

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Further, the Company shall indemnify and hold harmless Millenium, its Affiliates and each of their respective officers and directors and any Person who controls Millenium (within the meaning of the Securities Act) and any agent thereof (collectively, “ Indemnified Persons ”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however , that the Company shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Person specifically for use in the preparation thereof. The Company shall notify Millenium promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, this Section 5 shall survive any termination or expiration of this Agreement indefinitely.

Promptly after receipt by any Indemnified Persons under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Loss, such Indemnified Persons shall, if a Loss in respect thereof is to be claimed against any indemnifying party under this Section 5 , deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Persons; provided, however, that the Indemnified Persons shall have the right to retain their own counsel with the fees and expenses of not more than one counsel for such Indemnified Persons to be paid by the indemnifying party if the representation by such counsel of the Indemnified Persons and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Persons and any other party represented by such counsel in such proceeding. In the case of Indemnified Persons, legal counsel referred to in the immediately preceding sentence shall be selected by Millenium. The Indemnified Persons shall cooperate with the indemnifying party in connection with any negotiation or defense of any such Losses by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the

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Indemnified Persons which relates to such Losses. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Persons under this Section 5 , except to the extent that the indemnifying party is prejudiced in its ability to defend such action but the omission to so notify the indemnifying party will not relieve such indemnifying party of any liability that it may have to any Indemnified Persons otherwise than under this Section 5 .

To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as Millenium may reasonably request, all to the extent required from time to time to enable Millenium to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request Millenium in connection with Millenium’s sale pursuant to Rule 144, the Company shall deliver to Millenium a written statement as to whether it has complied with such requirements.

In the event of a breach by the Company of any of its obligations under this Agreement, Millenium, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

Millenium agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(d) , Millenium will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until Millenium’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this Section 7(b) .

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No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Millenium. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 7(d) prior to 5:00 p.m. (Eastern Standard Time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (Eastern Standard Time) on any date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

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At the transferee’s request, the Company shall promptly prepare and file any required prospectus supplement under Rule 424(b)(3) of the 1933 Act or other applicable provision of the 1933 Act to appropriately amend the list of selling shareholders thereunder to include such transferee.

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This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law principles thereof. Each party hereby irrevocable submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the Transactions contemplated hereunder. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THE AGREEMENT.

The remedies provided herein are cumulative and not exclusive of any remedies provided by law. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired

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or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless otherwise stated, references to Sections, Schedules and Exhibits are to the Sections, Schedules and Exhibits of this Agreement.

The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent and no rules of strict construction will be applied against any Party.

To the extent that the Company lists its shares on any stock exchange outside of the United States, the provisions of this Agreement shall apply, mutatis mutandis , to such listing.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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Appendix A

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Tripartite Transfer and Amendment Agreement

THIS TRIPARTITE TRANSFER AND AMENDMENT AGREEMENT (the “ Transfer Agreement ”) is made on this [•] day of [•] 20[•] by and between [•] (the “ New Shareholder ”), Kenon Holdings Ltd. (the “ Company ”) and [•] (the “ Transferor ”) and is supplemental to and an amendment of the Registration Rights Agreement (the “ Agreement ”) dated January 7, 2015, as amended from time to time, and made by and between the Company and Millenium Investments Elad Ltd. (“ Millenium ”).

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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Exhibit 99.6

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of January 7, 2015 by and between Kenon Holdings Ltd. (the “ Company ”), a company organized under the laws of Singapore, and Bank Leumi Le-Israel B.M., a company organized under the laws of the State of Israel (“ Bank Leumi ”). The Company and Bank Leumi are referred to collectively herein as the “ Parties .”

WHEREAS, the Company is a diversified holding company that is intending to register its outstanding ordinary shares under the 1933 Act with the U.S. Securities and Exchange Commission (the “ Commission ”) and list them for trading on the New York Stock Exchange (“ NYSE ”) under the symbol “KEN”

WHEREAS, unless the context otherwise requires, capitalized terms used and not otherwise defined herein shall have the meanings ascribed in Section 1 ;

WHEREAS, following the distribution to it by way of a dividend from Israel Corporation Ltd., Bank Leumi expects to own 9,679,614 of the Company’s ordinary shares (the “ Ordinary Shares ”), constituting approximately 18% of the Ordinary Shares to be outstanding following this distribution;

WHEREAS, the Parties intend that the registration rights set forth in this Agreement be applicable to all outstanding Ordinary Shares which are or may be owned by Bank Leumi and by any of its Affiliates at any time during the term of this Agreement, and to all of the Ordinary Shares that may be issued or granted at any time in the future on account or by virtue of such Ordinary Shares, as set out in the definition of Registrable Securities below;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1 :

“ Affiliate ” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined under Rule 405.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, Singapore or London, United Kingdom, are required or authorized to be closed.

“ Commission ” is defined in the recitals of this Agreement.

“ Company ” is defined in the introductory paragraph of this Agreement, and includes any successor thereto.

“ Demand Notice ” has the meaning set forth in Section 2(a) .

“ Demand Registration ” has the meaning set forth in Section 2(a) .

“ Effective Date ” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“ Effectiveness Period ” has the meaning set forth in Section 2(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Indemnified Persons ” has the meaning set forth in Section 5 .

“ Losses ” has the meaning set forth in Section 5 .

“ Ordinary Shares ” is defined in the recitals of this Agreement.

“ Parties ” has the meaning set forth in the preamble.

“ Person ” means an individual or group, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Piggyback Notice ” has the meaning set forth in Section 2(b) .

“ Piggyback Registration ” has the meaning set forth in Section 2(b) .

“ Piggyback Request ” has the meaning set forth in Section 2(b) .

“ Proceeding ” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Company to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

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“ Registrable Securities ” means (i) any Ordinary Shares owned by Bank Leumi during the term of this Agreement, and (ii) any shares issued or issuable with respect to such Ordinary Shares as a result of any stock split, stock dividend, rights offering, recapitalization, merger, exchange or similar event or otherwise.

“ Registration Expenses ” has the meaning set forth in Section 4 .

“ Registration Statement ” means a registration statement in the form required to register the resale of the Registrable Securities under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 433 ” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for Bank Leumi.

“ Shelf Registration Statement ” has the meaning set forth in Section 2(a)(iii) .

“ Suspension Period ” has the meaning set forth in Section 2(a) .

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“ Trading Day ” means a day during which trading in the Ordinary Shares generally occurs on the Trading Market.

“ Unaffiliated Board Members ” is defined in Section 2(a)(iv) .

“ WKSI ” means a “ well known seasoned issuer ” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

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(A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of Bank Leumi)(the “ Unaffiliated Board Members ”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective;

(B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Ordinary Shares, or (2) the Company is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act;

(C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or

(D) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “ Shelf Registration Statement ”), the Company shall be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12-month period

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(except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if:

(1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and,

(2) either

(A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Ordinary Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation, (ii) after the advice of counsel, the sale of Ordinary Shares covered by the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or

(B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus

(any such period referred to in this Section 2(a)(iii) , a “ Suspension Period ”); provided, however , that

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(i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 2(a)(iii) and/or Section 7(g) for more than an aggregate of ninety (90) days in any twelve (12) month period, and

(ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section  2(a)(iii)(C)(1) or (2) or Section  2(a)(iii)(D) , then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Ordinary Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Ordinary Shares as contemplated by Company employee benefit plans or employee or director arrangements.

In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D) , the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D) , the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension.

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The procedures to be followed by the Company and Bank Leumi in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and Bank Leumi, with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

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All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration or Piggyback Registration (excluding any Selling Expenses) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “ Registration Expenses ” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the NYSE and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Ordinary Shares and of printing prospectuses if the printing of prospectuses is reasonably requested by Bank Leumi), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the NYSE.

If requested by Bank Leumi, the Company shall indemnify and hold harmless each underwriter, if any, engaged in connection with any registration referred to in Section 2 and provide representations, covenants, opinions and other assurances to any underwriter in form and substance reasonably satisfactory to such underwriter and the Company.

Further, the Company shall indemnify and hold harmless Bank Leumi, its Affiliates and each of their respective officers and directors and any Person who controls Bank Leumi (within the meaning of the Securities Act) and any agent thereof (collectively, “ Indemnified Persons ”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), as incurred, arising out of or relating to any

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untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however , that the Company shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Person specifically for use in the preparation thereof. The Company shall notify Bank Leumi promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, this Section 5 shall survive any termination or expiration of this Agreement indefinitely.

Promptly after receipt by any Indemnified Persons under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Loss, such Indemnified Persons shall, if a Loss in respect thereof is to be claimed against any indemnifying party under this Section 5 , deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Persons; provided, however, that the Indemnified Persons shall have the right to retain their own counsel with the fees and expenses of not more than one counsel for such Indemnified Persons to be paid by the indemnifying party if the representation by such counsel of the Indemnified Persons and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Persons and any other party represented by such counsel in such proceeding. In the case of Indemnified Persons, legal counsel referred to in the immediately preceding sentence shall be selected by Bank Leumi. The Indemnified Persons shall cooperate with the indemnifying party in connection with any negotiation or defense of any such Losses by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Persons which relates to such Losses. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Persons under this Section 5 , except to the extent that the indemnifying party is prejudiced in its ability to defend such action but the omission to so notify the indemnifying party will not relieve such indemnifying party of any liability that it may have to any Indemnified Persons otherwise than under this Section 5 .

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To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as Bank Leumi may reasonably request, all to the extent required from time to time to enable Bank Leumi to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of Bank Leumi in connection with Bank Leumi’s sale pursuant to Rule 144, the Company shall deliver to Bank Leumi a written statement as to whether it has complied with such requirements.

In the event of a breach by the Company of any of its obligations under this Agreement, Bank Leumi, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

Bank Leumi agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(d) , Bank Leumi will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until Bank Leumi’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this Section 7(b) .

No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Bank Leumi. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

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Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 7(d) prior to 5:00 p.m. (Eastern Standard Time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (Eastern Standard Time) on any date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

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At the transferee’s request, the Company shall promptly prepare and file any required prospectus supplement under Rule 424(b)(3) of the 1933 Act or other applicable provision of the 1933 Act to appropriately amend the list of selling shareholders thereunder to include such transferee.

This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

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This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law principles thereof. Each party hereby irrevocable submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the Transactions contemplated hereunder. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THE AGREEMENT.

The remedies provided herein are cumulative and not exclusive of any remedies provided by law. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless otherwise stated, references to Sections, Schedules and Exhibits are to the Sections, Schedules and Exhibits of this Agreement.

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The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent and no rules of strict construction will be applied against any Party.

To the extent that the Company lists its shares on any stock exchange outside of the United States, the provisions of this Agreement shall apply, mutatis mutandis , to such listing.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.