ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St.

Afek Industrial Park

Rosh Ha’ayin 4809249

Israel

NOTICE OF A SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on September 30, 2025

 

A Special and Annual General Meeting of shareholders of Enlight Renewable Energy Ltd. (the “Company”) will be held at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, on September 30, 2025, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the “General Meeting”), for the following purposes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 will be presented for discussion at the General Meeting.

 

Proposal 4 above is subject to and contingent upon approval of Proposal 3 above at this General Meeting. Proposals 5 and 6 above are subject to and contingent upon the approval of Proposals 2 and 3 above at this General Meeting.

 

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies will vote according to their own judgment on those matters.

 

Board Recommendation

 

The Board unanimously recommends that you vote “FOR” each of the above proposals, as are described in the attached proxy statement.

 

Record Date

 

Only holders of record of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), at the close of business on August 26, 2025 (the “Record Date”) will be entitled to receive notice of and to vote at the General Meeting.

 

How You Can Vote

 

For information regarding how you can vote, refer to “How You Can Vote” in the attached proxy statement.

 

Even if you plan to attend the General Meeting, the Board unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.

 

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company’s registered office at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel Tel: +972 3 9008700, Sunday through Thursday between 10:00 a.m. – 3:00 p.m. Israel time, and will also be made available to the public on the Company’s website http://www.enlightenergy.com, the U.S. Securities and Exchange Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.

 

By Order of the Board of Directors, Yair Seroussi Chairman of the Board of Directors

Rosh Ha’ayin, Israel

August 7, 2025

ii

ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St.

Afek Industrial Park

Rosh Ha’ayin 4809249

Israel

PROXY STATEMENT

FOR A SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 30, 2025

 

This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of Enlight Renewable Energy Ltd. (the “Company”) in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies for use at a special and annual general meeting of shareholders (the “General Meeting”), to be held on September 30, 2025, at 4:00 p.m. Israel time at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, or at any adjournments or postponements thereof.

 

It is proposed that the following proposals will be adopted at the General Meeting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 will be presented for discussion at the General Meeting.

 

Proposal 4 above is subject to and contingent upon approval of Proposal 3 above at this General Meeting. Proposals 5 and 6 above are subject to and contingent upon the approval of Proposals 2 and 3 above at this General Meeting.

 

Shareholders Entitled to Vote

 

Only shareholders of record at the close of business on August 26, 2025 (the “Record Date”) will be entitled to receive notice of, and to vote on the matters to be presented at, the General Meeting. At the close of business on August 4, 2025, the Company had outstanding 120,007,417 Ordinary Shares. In the event of two or more shareholders that are joint holders of a share and are present and voting – only the vote of the head of the joint owners present and voting will be taken into consideration, and the votes of the other joint owners will not. For this purpose, the head of the joint owners will be considered the person whose name is recorded first in the register of shareholders from those present and voting.

 

How You Can Vote

 

A form of proxy card for use at the General Meeting is attached to this Proxy Statement and has been sent to the shareholders together with a prepaid return envelope for the proxy. By appointing “proxies”, shareholders may vote at the General Meeting, whether or not they attend. If a properly executed proxy in the enclosed form is received by the Company within the timeframes outlined below, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the proxy card. If you are a registered shareholder, subject to applicable law and the rules of the Nasdaq Stock Market, LLC (“Nasdaq”), in the absence of instructions, the Ordinary Shares represented by properly dated, executed and delivered proxies will be voted FOR all of the proposed resolutions to be presented at the General Meeting for which the Board of Directors recommends a “FOR” vote.

 

Whether or not you plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience.

 

Execution of a proxy will not in any way affect a shareholder’s right to attend the General Meeting and vote in person, and any person giving a proxy has the right to revoke it in accordance with Section 9 of the Israel Companies Law Regulations (Proxy Voting and Positions Statements), 2005 (the “Companies Law Regulations (Proxy Voting)”).

 

Even if you plan to attend the General Meeting, the Board unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.

 

Expenses and Solicitation

 

The Board of Directors is soliciting proxies for use at the General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to the shareholders on or about August 29, 2025. In addition to solicitation of proxies by the shareholders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company will bear the cost of the solicitation of the proxies, including postage, printing and handling and will reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares.

 

This Proxy Statement and proxy card will also serve as a voting deed (ktav hatzba’a), as such term is defined under the Companies Law.

 

Change or Revocation of Proxy

 

Any shareholder of record at the close of business on the Record Date returning the accompanying proxy may revoke such proxy at any time prior to the General Meeting by: (i) giving written notice to us of such revocation; (ii) voting in person at the General Meeting or requesting the return of the proxy at the General Meeting; or (iii) executing and delivering to us a later-dated proxy prior to the General Meeting. Written revocations and later-dated proxies should be sent in accordance with Section 9 of the Companies Law Regulations (Proxy Voting), to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Attendance at the General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

 

If you are a Beneficial Owner with shares held in “street name,” you may change your vote by submitting new voting instructions to your bank, broker or other nominee in accordance with Section 9 of the Companies Law Regulations (Proxy Voting) or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the General Meeting and voting in person. If you are a beneficial owner of shares registered in the name of a member of the TASE and wish to change your voting instructions, you must contact the TASE member through which you hold your shares.

 

Quorum and Vote Required for Approval of Each of the Proposals

 

One (1) or more shareholders holding Ordinary Shares representing in the aggregate at least twenty-five percent (25%) of the voting power of the Company, present in person or by proxy at the General Meeting and entitled to vote thereat, will constitute a quorum (a “Quorum”). If within 30 minutes from the time appointed for the General Meeting a Quorum is not present, the General Meeting shall be adjourned to the same day of the following week, at the same time and place, or at such other day, time and place as shall be prescribed by the Board of Directors in a notification to the shareholders. In the event that a Quorum is not present 30 minutes from the time appointed for the reconvened meeting, the reconvened meeting will take place with any number of shareholders.

 

Pursuant to the Companies Law, the approval of all Proposals in this Proxy Statement requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented, provided that with respect to only Proposals 3 and 4, either: (i) such majority includes a majority of the Ordinary Shares voted at the General Meeting by shareholders who are not Controlling Shareholders (as defined below) and do not have a Personal Interest (as defined below) in the approval of such Proposal, disregarding abstentions; or (ii) the total number of Ordinary Shares voted against the approval of such Proposal by shareholders referred to in sub-section (i) does not exceed two percent (2%) of the total voting rights in the Company.

 

Under the Companies Law:

 

“Personal Interest” means a shareholder’s personal interest in an act or a transaction of a company, including the personal interest of his or her Relatives (as defined below) or of an entity in which such shareholder or his or her Relative is an Interested Party (as defined below). Personal Interest excludes a personal interest arising solely from holding a company’s shares and includes a Personal Interest of any person voting pursuant to a proxy provided to him or her by another person with respect to the proposal, even if the person providing the proxy does not have a Personal Interest. The vote of a person who is voting by a proxy provided to him or her on behalf of another who has a Personal Interest will also be seen as a vote of a person with a Personal Interest, whether the discretion to vote is in the hands of the voter or not.

 

“Relative” means a person’s (a) brother, sister, parent, grandparent or descendant, (b) spouse, or (c) the spouse’s brother, sister, parent or descendant (or in each case the spouse thereof).

 

“Interested Party” means any person that either:

 

(a) holds five percent (5%) or more of an entity’s issued share capital or voting rights;

 

(b) has the right to appoint a director to an entity’s board of directors or the chief executive officer thereof; or

 

(c) is a member of an entity’s board of directors or serves as the chief executive officer thereof.

 

“Controlling Shareholder” means, for purposes of each Proposal and elsewhere as specifically referenced in this Proxy Statement, any shareholder who has the ability to direct the Company’s activity, including any shareholder holding 50% or more of the “means of control” of the Company. “Means of control” is defined under Israeli law as any one of the following: (i) the right to vote at a general meeting of the Company, or (ii) the right to appoint directors of the Company or its chief executive officer.

 

According to the Companies Law Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) 5760-2000, by signing and submitting the enclosed proxy card, a shareholder declares and approves that he or she has no Personal Interest in the approval of any of the items on the General Meeting agenda, except if such shareholder notified the Company of such Personal Interest in writing. If you believe that you have a Personal Interest in any of the items on the General Meeting agenda and you wish to inform the Company of such Personal Interest, you should submit such information in advance of voting to the Company’s offices, c/o Ms. Lisa Haimovitz, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel.

 

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a Quorum. Apart from for the purpose of determining a Quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.

 

On each matter submitted to the shareholders for consideration at the General Meeting, only Ordinary Shares that are voted on such matter will be counted toward determining whether shareholders approved the matter. Ordinary Shares present at the General Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.

 

Other Matters

 

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies will vote according to their own judgment on those matters. One or more shareholders holding at least one percent (1%) of the Company’s total voting rights may present proposals for consideration at the General Meeting by submitting their proposals to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, no later than the close of business on May 14, 2025. If the Company determines that a shareholder’s proposal is suitable for discussion at the General Meeting, a revised agenda will be published by the Company.

 

Voting Results

 

The final voting results will be tallied by the Company based on the information provided by our tabulation agent, Broadridge Financial Solutions, Inc., or otherwise, and the overall results of the General Meeting will be published following the General Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the Securities and Exchange Commission (the “SEC”).

 

Reporting Requirements

 

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings are available to the public on the SEC’s website at http://www.sec.gov.

 

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Notice and Proxy Statement should not be considered as an admission that the Company is subject to the proxy rules under the Exchange Act.

 

COMPENSATION OF EXECUTIVE OFFICERS

 

For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers in the year ended December 31, 2024, see Item 6.B. of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Annual Report”), a copy of which is available on the SEC’s website at http://www.sec.gov or on the Company’s website at https://enlightenergy.co.il.

 

CORPORATE GOVERNANCE

 

According to the Company’s Amended and Restated Articles of Association (the “Articles”), the number of Company directors must not be less than five (5) and shall not exceed thirteen (13) members. The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.

 

As an Israeli company, the Company is subject to various corporate governance requirements under the Companies Law. However, pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, opt out from certain Companies Law requirements, including a requirement to appoint “external directors” and related rules concerning the composition of the audit committee and compensation committee of the board of directors. Under these regulations, the exemptions from such Companies Law requirements will continue to be available to the Company so long as the Company complies with the following: (i) the Company does not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) the Company’s Ordinary Shares are traded on certain U.S. stock exchanges, including Nasdaq, and (iii) the Company complies with the director independence requirements and the requirements regarding the composition of the audit committee and the compensation committee under U.S. laws (including applicable Nasdaq rules) applicable to U.S. domestic issuers. 

 

The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act). As a foreign private issuer, the Company is permitted to comply with Israeli corporate governance practices instead of the corporate governance rules of Nasdaq, provided that the Company discloses which requirements it is not following and the equivalent Israeli requirement. As a foreign private issuer, the Company is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. For more information regarding the Company’s corporate governance practices and foreign private issuer status, see Item 16G. “Corporate Governance” of the Company’s Annual Report.

 

 

The Board of Directors has established an audit committee, a compensation committee, a nominating committee, and an environmental, social and governance committee. Each committee operates in accordance with a written charter that sets forth such committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors, among other duties, as required by Nasdaq listing standards applicable to U.S. domestic listed companies. Members serve on these committees until their resignation, until they cease to be members of the Board of Directors, or until otherwise determined by the Board of Directors. The Company’s Board of Directors may establish other committees as it deems necessary or appropriate from time to time. The Company has elected to opt out from the Companies Law rules concerning the composition of the audit committee and compensation committee, and has instead elected to comply with the audit committee and compensation committee composition requirements of Nasdaq applicable to U.S. domestic listed companies. For more information regarding the Company’s committees, see Item 6.C. “Board Practices - Committees of our Board of Directors” of the Company’s Annual Report.

 

 

Below is a summary of other key governance practices and policies that the Board of Directors believes help advance the Company’s goals and protect the interests of the shareholders, including:

 

 

DIVERSITY OF THE BOARD OF DIRECTORS

 

The table below provides certain information regarding the diversity of the Board of Directors as of the date of this Proxy Statement.

 

 

BENEFICIAL OWNERSHIP OF THE COMPANY’S ORDINARY SHARES

 

The beneficial ownership of Ordinary Shares is determined in accordance with the SEC rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, Ordinary Shares subject to options or other rights that are exercisable on or within 60 days of August 4, 2025 are deemed to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of calculating the percentage ownership of that person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. The percentage of Ordinary Shares beneficially owned is based on 120,007,417 Ordinary Shares outstanding as of August 4, 2025. 

 

All of the Company’s shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares. Neither the Company’s principal shareholders nor the Company’s directors and executive officers have different or special voting rights with respect to their Ordinary Shares. Unless otherwise noted, the address of each shareholder listed below is 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel.

 

 

* Indicates ownership of less than 1%.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE FOLLOWING PROPOSALS.

 

Except as specifically provided herein, the lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained.

 

You should carefully read this entire Proxy Statement, including the documents referred to in this Proxy Statement.

 

PROPOSAL NO. 1

 

APPOINTMENT OF AUDITORS

 

At the General Meeting, shareholders will be asked to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services. Somekh Chaikin has no relationship with the Company or with any affiliate of the Company except to provide audit services and tax consulting services.

 

The following table sets out the total amount paid by the Company to Somekh Chaikin for services performed in the years ended December 31, 2023 and 2024, and breaks down these amounts by category of service:

 

 

 

 

The advance approval of the audit committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by the Company’s auditors.

 

The audit committee has adopted a pre-approval policy with respect to services provided by the Company’s auditors, and all such services are approved in advance by either the audit committee or members thereof, to whom authority has been delegated, in accordance with such policy.

 

It is proposed that at the General Meeting, the following resolution be adopted:

 

“RESOLVED, to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.”

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution.

 

THE COMPANY’S AUDIT COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

 

PROPOSAL NO. 2

 

ELECTION OF DIRECTORS

 

According to the Company’s Articles, the number of Company directors must not be less than five (5) and shall not exceed thirteen (13) members. The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.

 

The term of office of each of the current directors of the Company expires at the General Meeting. Therefore, at the General Meeting, shareholders will be asked to elect Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman. The Board of Directors has recommended and approved that the foregoing individuals be nominated for election at the General Meeting. If elected at the General Meeting, Mr. Yavetz, Mr. Seroussi, Ms. Benyamini, Ms. Tzuk, Ms. Felder, Dr. Weil, Mr. Betzalel and Mr. Furman will each serve until the 2026 annual general meeting of shareholders, and until his or her respective successor has been duly elected or appointed, or until his or her office has been vacated in accordance with applicable law or the Articles. The Company is not aware of any reason why any of the nominees, if elected, would be unable or unwilling to serve as a director.

 

Each of Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman has attested to the Board of Directors and to the Company that he or she, as applicable, meets all the requirements in connection with the election of directors under the Companies Law. In addition, the Board of Directors has determined that each of the nominees qualifies as an independent director under the applicable requirements of Nasdaq and the relevant rules of the SEC, except Mr. Gilad Yavetz who is not independent by virtue of being the Company’s chief executive officer.

 

Since the last annual general meeting of shareholders in 2024, each director nominated for election has attended at least 95% of the meetings of the Board and the respective Board committees on which he or she served during such time (with the majority of our incumbent directors attending 100% of the meetings).

 

Mr. Seroussi is required to dedicate the equivalent of 40% of the time required by a full-time position to his role as Chairman of our Board of Directors.

 

Compensation of the Directors

 

Each of our other non-employee directors (excluding the Chairman of our Board of Directors, Mr. Seroussi) receives an annual cash retainer of up to NIS 103,114 (or approximately $30,292 based on the New Israeli Shekel to United States Dollar exchange rate of NIS 3.404 to USD 1.0 published by the Bank of Israel on August 4, 2025 (the “NIS to USD Exchange Rate”)) with an additional payment for service on the Board and its committees of NIS 3,835 (or approximately $1,127 based on the NIS to USD Exchange Rate) per meeting.

 

The Chairman of our Board of Directors, Mr. Seroussi. receives an annual cash payment of NIS 600,000 (or approximately $176,263 based on the NIS to USD Exchange Rate). In addition to an earlier option grant, in August 2021 our shareholders approved a grant to Mr. Seroussi of 142,000 options with an exercise price of NIS 71.89 each and vesting over a period of four years.

 

In April 2024, our shareholders approved a grant of 14,233 restricted share units (“RSUs”) to Mr. Seroussi and 5,112 RSUs to each of our other non-employee directors. Such RSUs will automatically convert into an equal number of ordinary shares of the Company upon vesting. The RSUs granted to Mr. Seroussi will vest in four equal annual installments of 25% each. The RSUs granted to the other non-employee directors will vest in three equal annual installments of 33 1/3% each.

 

In addition, each non-employee director (including Mr. Seroussi) benefit from coverage under the Company’s directors and officers liability insurance policies and from a letter of indemnification provided to such directors by the Company.

 

Mr. Yavetz, our Chief Executive Officer, currently receives no additional compensation as a result of his membership on our Board of Directors. For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers, including Mr. Yavetz, for the year ended December 31, 2024, see Item 6.B. of the Company’s Annual Report. In addition, in April 2024 shareholders approved a grant of RSUs to Mr. Yavetz and an amendment to his terms of engagement, a summary of which is provided in the Company’s proxy statement filed with the SEC on March 1, 2024 and amended on March 28, 2024 and April 8, 2024.

 

If re-elected to the Board of Directors and Proposals 5 and 6 of this Proxy Statement are approved by the shareholders, Mr. Yavetz and Mr. Seroussi, our newly appointed Executive Chairman and Vice Chairman, respectively, will be entitled to the compensation described in such proposals, as applicable.

 

Background of the Directors

 

The nominees to serve on the Board of Directors are below and the following information with respect to the nominees is supplied based upon the information furnished to the Company by the nominees as of the date of this Proxy Statement:

 

Name	Age	Position
Gilad Yavetz	54	Director and Chief Executive Officer
Yair Seroussi	69	Chairman of the Board
Liat Benyamini	48	Director
Michal Tzuk	49	Director
Alla Felder	52	Director
Dr. Shai Weil	55	Director
Yitzhak Betzalel	59	Director
Zvi Furman	76	Director

 

Gilad Yavetz is Enlight’s co-founder and Chief Executive Officer since its inception in 2008. Mr. Yavetz was appointed full-time Executive Chairman of the Board of Directors, effective October 2025. Prior to the establishment of Enlight, Mr. Yavetz served as a VP Marketing and Sales of BVR Systems (1998), a leading high-tech company that develops and provides real-time simulation and training systems to leading armies worldwide, and which was acquired by Elbit Systems Ltd. in 2008. Mr. Yavetz holds an MBA from the Executive Program at Tel Aviv University and an LLB from the Hebrew University of Jerusalem.

 

Yair Seroussi has served as the Chairman of the Board of Directors since May 2018, and was appointed Vice Chairman of the Board of Directors, effective October 2025. Mr. Seroussi serves as the chairman of ZIM Integrated Shipping Services Ltd. (NYSE: ZIM), a global shipping operator. He is currently on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR), and Stratasys Ltd. (NASDAQ: SSYS). He is also chairman of Tovanot B’Hinuch (a non-profit organization), and was previously the chairman of Prytek, a technology group, as well as a board member of DSP Group, Inc. Mr. Seroussi brings immense experience to the board room, having served as chairman of Bank Hapoalim, one of Israel’s largest banks, and of the Association of Banks in Israel, and having led Morgan Stanley’s Israeli operations for over 15 years. In addition to his various professional roles, Mr. Seroussi sits on the Board of Governors at the Hebrew University, Weizmann Institute and the Shenkar College of Engineering, Design and Art, and he acts as chairman of the Eli Hurvitz Institute of Strategic Management at the Tel Aviv University. Mr. Seroussi holds a B.A. in Economics and Political Science from the Hebrew University in Jerusalem.

 

Liat Benyamini has served as a member of the Board of Directors since April 2021. Ms. Benyamini has served as a director in numerous private and public companies. Ms. Benyamini serves as a partner in Sky Private Equity, one of Israel’s largest mid-market private equity funds. Her current board roles include Elspec Engineering Ltd. (TLV: ELSPC). Ms. Benyamini is a Certified Public Accountant. She holds an M.A. in Contemporary Asian Studies and a B.A. degree in Accounting, Statistics and Operations Research, both from Tel Aviv University.

 

Michal Tzuk has served as a member of the Board of Directors since April 2021. Ms. Tzuk has served as the Chief Business Development Officer at Danel (Adir Yeoshua) Ltd. (TLV: DANE), a company that operates in human resources, nursing, special needs and medicine, since June 2019. Prior to that she served as Senior Deputy Director General and Director of Employment Regulation at (1) the Israeli Ministry of Economy and Industry (f/k/a the Ministry of Industry, Trade and Labor and the Ministry of Economy) from February 2012 to July 2016 and (2) the Israeli Ministry of Labor, Social Affairs and Social Services from August 2016 to January 2018. Ms. Tzuk was previously the Economic Assistant to the Chief Executive Officer of the Tel Aviv Sourasky Medical Center (Ichilov) and held various roles in the budget division of the Israeli Ministry of Finance. Ms. Tzuk currently serves on the board of directors of M.L. Manor Medical Group - Company for Treatment and Surgeries in Israel Ltd. and is a member of the Wexner Foundation’s Israeli advisory committee and the public council and the finance committee of Sam Spiegel Jerusalem Film & Television School. She previously served on the board of directors of Future Mobility Israel Ltd. and on various boards of directors and committees of other companies and organizations. Ms. Tzuk holds an LL.B in Law and Economics and an M.B.A both from the Hebrew University of Jerusalem. Ms. Tzuk also graduated from the Wexner Senior Leadership program at the Harvard Kennedy School (Center for Public Leadership, Executive Education, Harvard University).

 

Alla Felder has served as a member of the Board of Directors since July 2023. Ms. Felder has been serving as the Chief Financial Officer of Weebit Nano Ltd. (ASX: WBT) since 2016. Ms. Felder serves on the boards, including the audit and compensation committees, of several publicly listed companies across several industries, including Ashtrom Properties Ltd. (TASE: ASHG), Israel Shipyards Ltd. (TASE: ISHI), Photomyne Ltd. (TASE: PHTM) and IdoMoo Ltd. (TASE: IDMO). Ms. Felder was a senior manager at PricewaterhouseCoopers and received a B.A. in Business Administration and Accounting from the College of Management Academic Studies Division in Rishon Lezion, Israel and an Executive Master’s degree in the Science of Finance from the City University of New York. Ms. Felder is a Certified Public Accountant in Israel.

 

Dr. Shai Weil has served as a member of the Board of Directors since November 2009. Dr. Weil is an executive and a partner in various companies in the fields of industrial, technology, real estate, trade and services, including Milgam Ltd. (Group), Pango, AllCloud (Group), Minrav Group Ltd. (TLV: MNRV), Essence Partners, Har Tuv Group, Lumen Capital and the Israel Post Company. Dr. Weil serves as the chairman at Har Tuv Group, Lumen Capital, Essence Partners and Minrav Group Ltd. He is a member of the boards of Aluma (a non-profit organization) and JGIVE (a non-profit organization dedicated to cultivating a culture of philanthropy in Israel). Dr. Weil holds a B.A. in Economics and Business Administration from Bar-Ilan University in Ramat Gan, Israel, an M.S. in Management from Boston University in Massachusetts and a D.P.S. in International Business and Management from Pace University in New York.

 

Yitzhak Betzalel has served as a member of the Board of Directors since August 2018. In 2014, Mr. Betzalel founded Boss Capital Ltd., an Israeli boutique Investment Banking firm that focuses on infrastructure, energy and real estate transactions in Israel and Europe, where he currently serves as director and Chief Executive Officer. Mr. Betzalel currently serves on the board of directors of Odem Deposits Ltd. and previously served on the board of directors of Odem Finance Ltd. He has also served as a member of the investment committee since 2018 and credit committee since 2019 at Amitim Pension Funds. Mr. Betzalel’s prior positions include Chief Executive Officer of Migdal Underwriting and Business Initiatives Ltd., Chief Executive Officer of Odem Funding Ltd, chairman of LabOne Innovations, Deputy to the Chief Executive Officer of Clal Finance Underwriting Ltd., Chief Economist of Clal Israel Ltd., Chief Executive Officer of ByTech Communications Ltd. and Director of Business Development of Clal Tourism Ltd. Mr. Betzalel holds an M.A. in Economics and in Business Administration and a B.A. in Business Administration and Economics from the Hebrew University in Jerusalem.

 

Zvi Furman has served as member of the Board of Directors since September 2019. He currently serves as chairman of the credit committee of Meitav Dash Provident and Pension Funds Ltd and previously served on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR). Mr. Furman has served on the board of directors of Koret Israel Economic Development Funds since 2011. He previously served as managing partner of KCPS Manof (2009) Ltd., as general manager of Bank Hapoalim in the United States and as general manager of Bank Otsar Hachayal. Mr. Furman holds a B.A. in Economics and Political Science and a M.A. in Business Administration, both from Tel Aviv University.

 

It is proposed that at the General Meeting, the following separate resolutions be adopted:

 

“RESOLVED, to elect each of the following nominees to the Board of Directors of the Company, to hold office until close of the Company’s annual general meeting to be held in 2026, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated:

 

 

 

 

 

 

 

 

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt these resolutions.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF MR. GILAD YAVETZ, MR. YAIR SEROUSSI, MS. LIAT BENYAMINI, MS. MICHAL TZUK, MS. ALLA FELDER, DR. SHAI WEIL, MR. YITZHAK BETZALEL AND MR. ZVI FURMAN TO THE BOARD OF DIRECTORS.

 

PROPOSAL NO. 3

 

AMENDING THE COMPENSATION POLICY

 

Background

 

Pursuant to the Companies Law, the Company is required, and has adopted, a compensation policy regarding the terms of employment and office of its officers. Pursuant to the Companies Law, the term “officer” comprises, among others, a company’s directors, general manager and each manager who is directly subordinate to the general manager. In addition, the Companies Law requires a publicly traded company such as the Company to periodically review its compensation policy and to re-approve the compensation policy at least once every three years. For a company to approve or re-approve a compensation policy, the Companies Law requires approval by the board of directors following approval by the compensation committee. In addition, the compensation policy requires approval by such company’s shareholders with a special majority described elsewhere in this Proxy Statement. However, in the event that the compensation policy is not approved by the shareholders, the Companies Law permits the board of directors to approve it, provided that the compensation committee and the board of directors have determined, following further discussion of the matter and based on reasons to be specified, that the approval of the compensation policy is in the best interests of the company.

 

Our current Compensation Policy was approved by our shareholders in April 2024 for a period of up to three years. At the General Meeting, our shareholders are being asked to approve certain amendments to the Compensation Policy applicable to the Company’s directors and officers, substantially in the form attached hereto as Exhibit A (the “Amended Compensation Policy”), which is marked to show proposed changes from the current Compensation Policy.¹ Following review and approval by our compensation committee, our Board of Directors reviewed and approved the Amended Compensation Policy and recommended that shareholders do the same.

 

The Amended Compensation Policy

 

Below is a summary of proposed changes to the Compensation Policy:

 

 

 

 

 

 

 

This summary does not purport to be complete and is not intended to replace your review of the full Amended Compensation Policy. The summary is qualified in its entirely by reference to such Amended Compensation Policy in Exhibit A, which is incorporated herein by reference.

 

It is proposed that at the General Meeting, the following resolution be adopted:

 

“RESOLVED, to approve amendments to the Compensation Policy for executive officers and directors, substantially in the form attached as Exhibit A.”

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution, provided that either: (i) such majority includes a majority of the Ordinary Shares voted by shareholders who are not Controlling Shareholders and do not have a Personal Interest in the approval of this resolution, disregarding abstentions; or (ii) the total number of Ordinary Shares voted against the approval of this resolution by shareholders referred to in sub-section (i) does not exceed two percent (2%) of the total voting rights in the Company.

 

THE COMPANY’S COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

¹ Exhibit A provides an English translation of the Company’s Amended Compensation Policy, which is provided for convenience only. In the event of any discrepancy or inconsistency between the English translation and the Hebrew original, the Hebrew version shall prevail and be binding.

PROPOSAL NO. 4

 

APPROVING COMPENSATION OF MS. ADI LEVIATAN, OUR NEWLY APPOINTED CHIEF

EXECUTIVE OFFICER

 

On July 30, 2025, we announced the expansion and strengthening of our executive leadership team, effective October 1, 2025, which involves transitioning Gilad Yavetz, our Co-Founder and current CEO, to a full-time role as Executive Chairman of the Board, the appointment of Adi Leviatan as the Company’s new CEO and the appointment of Yair Seroussi, who has served as Chairman of the Board for the past seven years, to a new role as Vice Chairman of the Board.

 

Adi Leviatan is a seasoned Fortune 100 executive with expertise in strategy and business development in the global arena, including in the industrial, energy and technology sectors in the U.S., China, Israel, Europe and Africa. Prior to joining Enlight, Ms. Leviatan held various senior executive positions at 3M (NYSE: MMM) from 2018 to December 2024, most recently as President of 3M’s Abrasive Solutions Division, which is a global leader in engineered abrasive products and robotic system solutions to OEMs. Prior to 3M, Ms. Leviatan was a Partner at McKinsey & Company, where she served for 15 years providing strategic and operational counsel to the top management of diverse global corporations and public institutions around the world. Ms. Leviatan graduated summa cum laude from the Hebrew University with a B.A. in Economics and East Asian Studies.

 

Pursuant to the Companies Law, the compensation of the chief executive officer, including equity-based compensation, must be approved by the compensation committee, board of directors and shareholders with a special majority described elsewhere in this Proxy Statement, in that order. Our compensation committee and Board of Directors have approved, and recommended that the shareholders approve, the compensation of Ms. Leviatan, as described below.

 

Salary

 

Effective as of the date of the general meeting’s approval, Ms. Leviatan’s salary shall consist of:

 

(a) A monthly base salary of NIS 118,000 (gross), which – subject to approval of the Amended Compensation Policy in Proposal 3 at this General Meeting – shall be adjusted in January of each year to reflect increases in the CPI for the preceding calendar year. This linkage will take effect starting with the salary for January 2027, based on the CPI increase in 2026.

 

(b) Additional social benefits and other perks as are customarily provided by the Company, including an eight-month advance notice period.

 

(c) For the overlap period from August to September 2025, a monthly base salary of NIS 118,000 (gross), with social benefits and other perks as are customarily provided by the Company.

 

Annual Bonus

 

Effective as of 2026, Ms. Leviatan’s annual cash bonus shall consist of the equivalent to 10 monthly salaries (for 100% achievement of certain targets to be determined by the compensation committee and the Board), excluding a discretionary bonus for which Ms. Leviatan is also eligible.

 

Equity-Based Compensation

 

Ms. Leviatan’s equity-based compensation shall consist of:

 

(a) Grant of Options

 

 

 

 

 

 

(b) Grant of RSUs

 

 

 

 

 

 

(c) Grant of PSUs

 

 

 

 

 

 

 

 

 

 

 

Indemnification, Exemption, and Insurance

 

Ms. Leviatan will receive indemnification, exemption, and insurance in accordance with Company practice.

 

Reimbursement of Relocation Expense

 

Ms. Leviatan will be entitled to a one-time reimbursement for relocation expenses from the U.S. to Israel, up to USD 100,000 net of taxes as may be applicable.

 

Breakdown of Proposed Compensation to Ms. Leviatan

 

The following is a breakdown of the total compensation expected to be paid for each year to Ms. Leviatan pursuant to her terms of engagement including the proposed equity-based awards (in terms of cost to the Company, in NIS thousands), in accordance with the sixth addendum to the Israeli Securities Regulations (Periodic and Immediate Reports), 1980:

 

¹ In accordance with Israeli law and practice, all amounts reported in the above table are in terms of cost to our Company, as recorded in our audited consolidated financial statements.

 

² Excludes the proposed equity-based grants.

 

³ Value of equity-based compensation is calculated based on a linear method of valuation and does not reflect actuarial cost.

 

Ratios and Comparative Data

 

The ratio between the cost of the proposed salary to be provided to Ms. Leviatan and the average and median cost of salary of the employees of the Company is approximately 4.29 and 4.72, respectively.

 

The ratio between the cost of the proposed total compensation package to be provided to Ms. Leviatan and the average and median cost of total compensation package of the employees of the Company is approximately 10.84 and 14.7, respectively.

 

In addition, according to a comparative benchmark study commissioned by the compensation committee and prepared by an external independent consultant, comparing executive compensation of the Company with peer group companies in Israel and the U.S as well as with other companies with similar characteristics, the total cost of the proposed compensation to Ms. Leviatan (excluding a discretionary bonus) would rank in the 9th percentile of the peer group companies included in the analysis.

 

Reasons for the Approval of Ms. Leviatan’s Proposed Compensation:

 

 

 

 

---

 

 

 

 

 

As of August 4, 2025, the Company has a total of 120,007,417 Ordinary Shares outstanding. In addition, the Company has granted options and RSUs exercisable (assuming vesting of all such grants) into a total of 6,550,007 additional ordinary shares, or Current Equity Grants, and has an aggregate of 4,718,380 ordinary shares reserved for future awards of equity-based compensation under its 2010 Employee Option Allocation Plan, or Pool for Future Equity Grants.

 

Pursuant to this Proposal 4 and Proposals 5 and 6 below, the Company now proposes to grant options, RSUs and PSUs exercisable (assuming vesting of all such grants) into a total of 698,296 additional ordinary shares, or Proposed Equity Grants.

 

Assuming Proposals 4, 5 and 6 are approved by shareholders and that the Company makes the equity grants included therein, the Current Equity Grants plus the Proposed Equity Grants (assuming vesting of all such grants) would represent 5.7% of the total share capital of the Company on a fully diluted basis. Assuming the Company were to make equity grants equal to the entire Pool for Future Equity Gants, the Current Equity Grants plus the Pool for Future Equity Grants (assuming the vesting of all such grants) would represent 8.6% of the total share capital of the Company on a fully diluted basis.

 

This Proposal 4 is subject to and contingent upon approval of Proposal 3 at this General Meeting.

 

It is proposed that at the General Meeting, the following resolution be adopted:

 

“RESOLVED, to approve the compensation of Ms. Adi Leviatan, our newly appointed Chief Executive Officer.”

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution, provided that either: (i) such majority includes a majority of the Ordinary Shares voted by shareholders who are not Controlling Shareholders and do not have a Personal Interest in the approval of this resolution, disregarding abstentions; or (ii) the total number of Ordinary Shares voted against the approval of this resolution by shareholders referred to in sub-section (i) does not exceed two percent (2%) of the total voting rights in the Company.

 

The approval of this resolution is subject to and contingent upon the approval of Proposal 3 regarding approval of the Amended Compensation Policy.

 

THE COMPANY’S COMPENSATION COMMITTEE AND BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

 

PROPOSAL NO. 5

 

APPROVING COMPENSATION OF MR. GILAD YAVETZ, OUR NEWLY APPOINTED FULL-TIME

EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS

 

As part of the expansion and strengthening of our executive leadership team announced on July 30, 2025 and effective October 1, 2025 (as more fully described in Proposal 4, above), Gilad Yavetz, our Co-Founder and current CEO, will transition to a full-time role as Executive Chairman of the Board.

 

Our compensation committee and Board of Directors have approved, and recommended that the shareholders approve, the compensation of Mr. Yavetz, as described below.

 

Salary

 

Effective as of the date of the general meeting’s approval, Mr. Yavetz’s salary shall consist of:

 

(a) A monthly base salary of NIS 118,000 (gross), which – subject to approval of the Amended Compensation Policy in Proposal 3 at this General Meeting – shall be adjusted in January of each year to reflect increases in the CPI for the preceding calendar year. This linkage will take effect starting with the salary for January 2027, based on the CPI increase in 2026.

 

(b) Additional social benefits and other perks as are customarily provided by the Company.

 

Equity-Based Compensation

 

Mr. Yavetz’s equity-based compensation shall consist of:

 

(a) Grant of Options

 

 

 

 

 

 

(b) Grant of RSUs

 

 

 

 

 

 

(c) Grant of PSUs

 

 

 

 

 

 

 

 

 

 

 

Reasons for the Approval of Mr. Yavetz’s Proposed Compensation:

 

 

 

 

 

 

 

 

---

 

Following is a breakdown of the compensation expected to be paid for each year, effective October 1, 2025, to Mr. Yavetz (in terms of cost to the Company, in NIS thousands), including the proposed equity-based awards, in accordance with the sixth addendum to the Israeli Securities Regulations (Periodic and Immediate Reports), 1980:

 

 

¹ Excludes the proposed equity-based grants.

 

As of August 4, 2025, the Company has a total of 120,007,417 Ordinary Shares outstanding. In addition, the Company has granted options and RSUs exercisable (assuming vesting of all such grants) into a total of 6,550,007 additional ordinary shares, or Current Equity Grants, and has an aggregate of 4,718,380 ordinary shares reserved for future awards of equity-based compensation under its 2010 Employee Option Allocation Plan, or Pool for Future Equity Grants.

 

Pursuant to this Proposal 5 and Proposals 4 above and 6 below, the Company now proposes to grant options, RSUs and PSUs exercisable (assuming vesting of all such grants) into a total of 698,296 additional ordinary shares, or Proposed Equity Grants.

 

Assuming Proposals 4, 5 and 6 are approved by shareholders and that the Company makes the equity grants included therein, the Current Equity Grants plus the Proposed Equity Grants (assuming vesting of all such grants) would represent 5.7% of the total share capital of the Company on a fully diluted basis. Assuming the Company were to make equity grants equal to the entire Pool for Future Equity Gants, the Current Equity Grants plus the Pool for Future Equity Grants (assuming the vesting of all such grants) would represent 8.6% of the total share capital of the Company on a fully diluted basis.

 

It is proposed that at the General Meeting, the following resolution be adopted:

 

“RESOLVED, to approve the compensation of Mr. Gilad Yavetz, our newly appointed full-time Executive Chairman of the Board of Directors.”

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution.

 

The approval of this resolution is subject to and contingent upon the approval of Proposal 2 regarding Mr. Yavetz’s re-election to the Board and Proposal 3 regarding approval of the Amended Compensation Policy.

 

THE COMPANY’S COMPENSATION COMMITTEE AND BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

 

PROPOSAL NO. 6

 

APPROVING COMPENSATION OF MR. YAIR SEROUSSI, OUR NEWLY APPOINTED VICE CHAIRMAN

OF THE BOARD OF DIRECTORS

 

As part of the expansion and strengthening of our executive leadership team announced on July 30, 2025 and effective October 1, 2025 (as more fully described in Proposal 4, above), Yair Seroussi, who has served as part time Chairman of the Board for the past seven years, will transition to a new role as Vice Chairman of the Board.

 

Our compensation committee and Board of Directors have approved, and recommended that the shareholders approve, the compensation of Mr. Seroussi, as described below.

 

Salary

 

Effective as of the date of the general meeting’s approval, Mr. Seroussi will be entitled to a monthly salary of NIS 50,000 paid against an invoice (reflecting a gross monthly payment equivalent to NIS 38,462), which – subject to approval of the Amended Compensation Policy in Proposal 3 at this General Meeting – shall be adjusted in January of each year to reflect increases in the CPI for the preceding calendar year. This linkage will take effect starting with the salary for January 2027, based on the CPI increase in 2026.

 

Mr. Seroussi will dedicate the equivalent of 40% of the time required by a full-time position to his role as Vice Chairman of our Board of Directors.

 

Equity-Based Compensation

 

Mr. Seroussi’s equity-based compensation shall consist of:

 

(a) Grant of Options

 

 

 

 

 

 

(b) Grant of PSUs

 

 

 

 

 

 

 

 

 

 

 

Reasons for the Approval of Mr. Seroussi’s Proposed Compensation:

 

 

 

 

 

 

 

 

Following is a breakdown of the compensation expected to be paid for each year, effective October 1, 2025, to Mr. Seroussi (in terms of cost to the Company, in NIS thousands), including the proposed equity-based awards, in accordance with the sixth addendum to the Israeli Securities Regulations (Periodic and Immediate Reports), 1980:

 

¹ Excludes the proposed equity-based grants.

 

As of August 4, 2025, the Company has a total of 120,007,417 Ordinary Shares outstanding. In addition, the Company has granted options and RSUs exercisable (assuming vesting of all such grants) into a total of 6,550,007 additional ordinary shares, or Current Equity Grants, and has an aggregate of 4,718,380 ordinary shares reserved for future awards of equity-based compensation under its 2010 Employee Option Allocation Plan, or Pool for Future Equity Grants.

 

Pursuant to this Proposal 6 and Proposals 4 and 5 above, the Company now proposes to grant options, RSUs and PSUs exercisable (assuming vesting of all such grants) into a total of 698,296 additional ordinary shares, or Proposed Equity Grants.

 

Assuming Proposals 4, 5 and 6 are approved by shareholders and that the Company makes the equity grants included therein, the Current Equity Grants plus the Proposed Equity Grants (assuming vesting of all such grants) would represent 5.7% of the total share capital of the Company on a fully diluted basis. Assuming the Company were to make equity grants equal to the entire Pool for Future Equity Gants, the Current Equity Grants plus the Pool for Future Equity Grants (assuming the vesting of all such grants) would represent 8.6% of the total share capital of the Company on a fully diluted basis.

 

It is proposed that at the General Meeting, the following resolution be adopted:

 

“RESOLVED, to approve the compensation of Mr. Yair Seroussi, our newly appointed Vice Chairman of the Board of Directors.”

 

The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution.

 

The approval of this resolution is subject to and contingent upon the approval of Proposal 2 regarding Mr. Seroussi’s re-election to the Board and Proposal 3 regarding approval of the Amended Compensation Policy.

 

THE COMPANY’S COMPENSATION COMMITTEE AND BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

 

OTHER BUSINESS

 

Other than as set forth above, as of the mailing of this Proxy Statement, the Company knows of no business to be transacted at the General Meeting; however, if any other matters are properly presented at the General Meeting, it is intended that the persons named as proxies will vote upon such matters, pursuant to their discretionary authority, according to their best judgment and in the interest of the Company.

 

SHAREHOLDER PROPOSALS FOR 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Under the Companies Law and the Company’s Articles, shareholders who severally or jointly hold at least 1% of the Company’s outstanding voting rights are entitled to request that the Board of Directors include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting. To be considered for inclusion in the Company’s proxy statement for our 2026 annual general meeting of shareholders pursuant to the Companies Law, shareholder proposals must be in writing and must be properly submitted to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, and must otherwise comply with the requirements of the Companies Law. The written proposal must be received by the Company not later than the seventh calendar day following the day on which the Company calls and provides notice of the 2026 annual general meeting of shareholders.

 

The Company currently expects that the agenda for the annual general meeting of shareholders to be held in 2026 will include, among others, (1) the election (or re-election) of directors; (2) the approval of the appointment (or re-appointment) and compensation of the Company’s auditors; and (3) presentation for discussion of the financial statements of the Company for the year ended December 31, 2025. 

 

NON-IFRS FINANCIAL MEASURES

 

This Proxy Statement presents Adjusted EBITDA, a financial metric, which is provided as a complement to the results provided in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

We define Adjusted EBITDA as net income (loss) plus depreciation and amortization, share based compensation, finance expenses, taxes on income and share in losses of equity accounted investees and minus finance income and non-recurring portions of other income, net. For the purposes of calculating Adjusted EBITDA, compensation for inadequate performance of goods and services procured by the Company are included in other income, net. Compensation for inadequate performance of goods and services reflects the profits the Company would have generated under regular operating conditions and is therefore included in Adjusted EBITDA. With respect to gains (losses) from asset disposals, as part of our strategy to accelerate growth and reduce the need for equity financing, the Company sells parts or the entirety of selected renewable energy project assets from time to time, and therefore includes realized gains or losses from these asset disposals in Adjusted EBITDA. In the case of partial assets disposals, Adjusted EBITDA includes only the actual consideration less the book value of the assets sold. Our management believes Adjusted EBITDA is indicative of operational performance and ongoing profitability and uses Adjusted EBITDA to evaluate the operating performance and for planning and forecasting purposes.

 

Non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under IFRS. There are a number of limitations related to the use of non-IFRS financial measures versus comparable financial measures determined under IFRS. For example, other companies in our industry may calculate the non-IFRS financial measures that we use differently or may use other measures to evaluate their performance. All of these limitations could reduce the usefulness of our non-IFRS financial measures as analytical tools. Investors are encouraged to review the related IFRS financial measure, Net Income and to not rely on any single financial measure to evaluate our business.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Proxy Statement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Proxy Statement other than statements of historical fact, including, without limitation, statements regarding the Company’s business strategy and plans, capabilities of the Company’s project portfolio and achievement of operational objectives, market opportunity, utility demand and potential growth, discussions with commercial counterparties and financing sources, pricing trends for materials, progress of Company projects, including anticipated timing of related approvals and project completion and anticipated production delays, expectations relating to our projects, plans or projections, the Company’s predicted or anticipated future financial results, expected impact from various regulatory developments, expectations relating to our projects including regarding wind production, electricity prices and windfall taxes, the potential impact of the current conflicts in Israel on our operations and financial condition and Company actions designed to mitigate such impact, and Revenue and Adjusted EBITDA guidance, the expected timing of completion of our ongoing projects, and the Company’s anticipated cash requirements and financing plans, are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.

 

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to site suitable land for, and otherwise source, renewable energy projects and to successfully develop and convert them into operational projects; availability of, and access to, interconnection facilities and transmission systems; our ability to obtain and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; construction delays, operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects, as well as cost overruns and delays related to disputes with contractors; disruptions in trade caused by political, social or economic instability in regions where our components and materials are made; our suppliers’ ability and willingness to perform both existing and future obligations; competition from traditional and renewable energy companies in developing renewable energy projects; potential slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current offtake contracts expire; offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects to meet development, operational or performance benchmarks; exposure to market prices in some of our offtake contracts; various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; the dependence of our production and total revenues and income on suitable meteorological and environmental conditions, and our ability to accurately predict such conditions; our ability to enforce warranties provided by our counterparties in the event that our projects do not perform as expected; government curtailment, energy price caps and other government actions that restrict or reduce the profitability of renewable energy production; electricity price volatility, unusual weather conditions (including the effects of climate change, could adversely affect wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards; our dependence on certain operational projects for a substantial portion of our cash flows; our ability to continue to grow our portfolio of projects through successful acquisitions; changes and advances in technology that impair or eliminate the competitive advantage of our projects or upsets the expectations underlying investments in our technologies; our ability to effectively anticipate and manage cost inflation, interest rate risk, currency exchange fluctuations and other macroeconomic conditions that impact our business; our ability to retain and attract key personnel; our ability to manage legal and regulatory compliance and litigation risk across our global corporate structure; our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well as acts of terrorism or war; changes to existing renewable energy industry policies and regulations that present technical, regulatory and economic barriers to renewable energy projects; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy; our ability to effectively manage the global expansion of the scale of our business operations; our ability to perform to expectations in our new line of business involving the construction of photovoltaic systems for municipalities in Israel and the sale of electricity directly to corporate customers under power purchase agreements in Israel; our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations, tariffs, sanctions, export controls and anti-bribery and anti-corruption laws; our ability to effectively comply with Environmental Health and Safety and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; our performance of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability to continue to secure project financing on attractive terms for our projects; limitations on our management rights and operational flexibility due to our use of tax equity arrangements; potential claims and disagreements with partners, investors and other counterparties that could reduce our right to cash flows generated by our projects; our ability to comply with increasingly complex tax laws of various jurisdictions in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; the unknown effect of the dual listing of our Ordinary Shares on the price of our Ordinary Shares; various risks related to our incorporation and location in Israel, including Israel’s war with Iran and the ongoing war with Hamas, where our headquarters and some of our wind energy and solar energy projects are located; the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control; and other risk factors set forth in the section titled “Risk factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC, as may be updated in our other documents filed with or furnished to the SEC.

 

These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this Proxy Statement. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as may be required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

ADDITIONAL INFORMATION

 

The Company’s Annual Report on Form 20-F for the year ended December 31, 2024, as filed with the SEC on March 28, 2025, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s website at https://enlightenergy.co.il.

 

The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.

 
By Order of the Board of Directors

 

Yair Seroussi

 

Chairman of the Board of Directors
Dated: August 7, 2025

Enclosed:

Exhibit A – the Company’s Amended Compensation Policy

ENLIGHT RENEWABLE ENERGY LTD.

SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on September 30, 2025 4:00 p.m. Israel Time

This Proxy Is Solicited On Behalf Of The Board Of Directors

The undersigned shareholder(s) hereby appoint(s) Ms. Lisa Haimovitz and Ms. Helit Megido, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ENLIGHT RENEWABLE ENERGY LTD. that the shareholder(s) is/are entitled to vote as of the close of business on August 26, 2025 at the Special and Annual General Meeting of Shareholders to be held at 4:00 p.m. Israel time, on September 30, 2025, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, and any adjournment or postponement thereof.

 

This proxy, when properly executed, will be voted in the manner directed herein. To the extent permitted by law and applicable stock exchange requirements, if no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

 

Should any other matter requiring a vote of the shareholders arise, the proxies named above are authorized to vote in accordance with their best judgment in the interest of the Company. Any and all proxies given by the undersigned prior to this proxy are hereby revoked.

Continued and to be signed on reverse side