UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-41613
Enlight Renewable Energy Ltd.
(Translation of registrant’s name into English)
13 Amal St., Afek Industrial Park
Rosh Ha’ayin, Israel
+ 972 (3) 900-8700
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Enlight Renewable Energy Ltd. (the “Company”) will hold an Annual General Meeting of
shareholders of the Company (the “Meeting”) on December 27, 2023, at 4:00 p.m. Israel time, at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. The Company hereby
furnishes a notice and proxy statement (“Notice and Proxy Statement”) and a proxy card (“Proxy Card”), which will be distributed to all shareholders of record as of the
close of business on November 27, 2023 in connection with the Meeting:
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Notice and Proxy Statement with respect to the Meeting, which describes the proposals to be voted on at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting; and
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Proxy Card whereby holders of ordinary shares, par value NIS 0.1 per share, of the Company may vote at the Meeting without attending in person.
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The Notice and Proxy Statement and Proxy Card are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.
Incorporation by Reference
Other than as indicated below, the information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
The information contained in the Notice and Proxy Statement attached as Exhibit 99.1 to this Report on Form 6-K is hereby
incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-271297).
EXHIBIT INDEX
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Exhibit No.
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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Enlight Renewable Energy Ltd.
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Date: November 20, 2023
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By:
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/s/ Nir Yehuda
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Nir Yehuda
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Chief Financial Officer
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Exhibit 99.1
ENLIGHT RENEWABLE ENERGY LTD.
13 Amal St.
Afek Industrial Park
Rosh Ha’ayin 4809249
Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on December 27, 2023
The 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 December 27, 2023, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the “General Meeting”), for the following purposes:
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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, 2023, and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors (the “Board”), 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; and
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Elect each of the following nominees to the Board of the Company, to hold office until close of the Company’s annual general meeting to be
held in 2024, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated pursuant to any applicable law or the Articles of Association:
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Mr. Gilad Yavetz;
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Mr. Yair Seroussi;
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Ms. Liat Benyamini;
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Ms. Michal Tzuk;
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Ms. Alla Felder;
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Dr. Shai Weil;
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Mr. Yitzhak Betzalel; and
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Mr. Zvi Furman.
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The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022
will be presented for discussion at the 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 November 27, 2023 (the “Record Date”) will be entitled to receive notice of and to vote at the General Meeting.
How You Can 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.
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Shareholders of record are requested to complete, date and sign the enclosed form of proxy and to return it no later than Tuesday,
December 26, 2023, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET before the General Meeting starts), in the pre-addressed envelope provided. Alternatively, such shareholders may vote
electronically before such time at www.proxyvote.com using the control number provided with your proxy materials.
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If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds the shares through Cede & Co. as nominee for The Depository
Trust Company, such Ordinary Shares are considered to be held in “street name” and you are the beneficial owner with respect to such Ordinary Shares (“Beneficial Owners”). A Beneficial Owner as of the
Record Date has the right to direct the bank, broker or nominee how to vote Ordinary Shares beneficially owned by such Beneficial Owner at the General Meeting. If your Ordinary Shares were held in “street name” as of the Record Date, these
proxy materials are being forwarded to you by your bank, broker or other nominee (who is considered, with respect to such Ordinary Shares, as the shareholder of record), together with a voting instruction card for you to use in directing the
bank, broker or nominee how to vote your Ordinary Shares.
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Shareholders registered in the Company’s shareholders register in Israel (“Registered Shareholders”) and shareholders
who hold Ordinary Shares through members of the Tel Aviv Stock Exchange (“TASE” and “TASE Member”, respectively) that are included among the Ordinary Shares
registered in the Company’s shareholders register in Israel under the name of a nominee company in Israel (“Non-registered Shareholders”) should deliver or mail (via registered mail) a completed written
ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority (“TASE Ballot”)) to the Company’s offices, c/o Ms. Lisa Haimovitz, 13 Amal St., Afek Industrial
Park, Rosh Ha’ayin 4809249, Israel no later than Wednesday, December 27, 2023, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the General
Meeting starts). By this time, both Registered Shareholders and Non-registered shareholders must also provide the Company with a copy of their identity card, passport or certificate of incorporation (“Identifying
Information”). A TASE Ballot submitted by a Registered Shareholder without Identifying Information attached to it will not be valid. Non-registered Shareholders must also provide the Company with an ownership certificate confirming
their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution (“Ownership Certificate”), as required by the Israel
Companies Law 5759-1999 (the “Companies Law”) and Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. A TASE Ballot submitted by a
Non-registered Shareholder without an Ownership Certificate attached to it will not be valid. A Non-registered Shareholder is entitled to receive the Ownership Certificate at the branch of the TASE Member through which such shareholder holds
his Ordinary Shares, or request from such TASE Member to deliver it by mail. Such a request will be provided in advance, and with respect to a specific securities account. A Non-registered Shareholder may direct the relevant TASE Member to
transfer the Ownership Certificate to the Company through the electronic voting system of the Israel Securities Authority (the “Electronic Voting System”). Alternatively, Non-registered Shareholders may vote electronically via the Electronic Voting System, no later than Wednesday, December 27, 2023, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the General Meeting starts). A Non-registered Shareholder should receive instructions about electronic voting from the TASE Member
through which such Non-registered Shareholder holds his Ordinary Shares.
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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.
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Shareholders of record who intend to vote their Ordinary Shares in person are requested to bring proof of identity to the General Meeting.
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Because a Beneficial Owner with shares held in “street name” is not a shareholder of record, such shareholders may not vote those Ordinary Shares directly at
the General Meeting unless they obtain a “legal proxy” from the bank, broker or other nominee that holds the Ordinary Shares directly, giving them the right to vote the Ordinary Shares at the General Meeting.
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Both Registered Shareholders and Non-registered Shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying
Information and Non-registered Shareholders must also provide an Ownership Certificate, no later than Wednesday, December 27, 2023, at 14:00 p.m. Israel time (i.e., at least two (2) hours before the
General Meeting starts). Both Registered Shareholders and Non-registered Shareholders may revoke their proxies or TASE Ballot (as applicable) in accordance with Section 9 of the Israel Companies Law Regulations (Proxy Voting and Positions
Statements), 2005.
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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.
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By Order of the Board of Directors,
Yair Seroussi
Chairman of the Board of Directors
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Rosh Ha’ayin, Israel
November 20, 2023
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ENLIGHT RENEWABLE ENERGY LTD.
13 Amal St.
Afek Industrial Park
Rosh Ha’ayin 4809249
Israel
PROXY STATEMENT
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 27, 2023
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 the annual general meeting of shareholders (the “General Meeting”), to be
held on Wednesday, December 27, 2023, 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:
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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, 2023, 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; and
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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 2024, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated pursuant to any applicable law or the Articles of Association:
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Mr. Gilad Yavetz;
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| b. |
Mr. Yair Seroussi;
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Ms. Liat Benyamini;
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Ms. Michal Tzuk;
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Ms. Alla Felder;
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Dr. Shai Weil;
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Mr. Yitzhak Betzalel; and
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Mr. Zvi Furman.
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The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022
will be presented for discussion at the General Meeting.
Shareholders Entitled to Vote
Only shareholders of record at the close of business on November 27, 2023 (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 November 13, 2023, the Company had outstanding 117,857,288 Ordinary Shares. it’s
updates 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.
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Shareholders of record are requested to complete, date and sign the enclosed form of proxy and to return it no later than Tuesday,
December 26, 2023, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET before the General Meeting starts), in the pre-addressed envelope provided. Alternatively, such shareholders may vote
electronically before such time at www.proxyvote.com using the control number provided with your proxy materials.
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If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds the shares through Cede & Co. as nominee for The Depository
Trust Company, such Ordinary Shares are considered to be held in “street name” and you are the beneficial owner with respect to such Ordinary Shares (“Beneficial Owners”). A Beneficial Owner as of the
Record Date has the right to direct the bank, broker or nominee how to vote Ordinary Shares beneficially owned by such Beneficial Owner at the General Meeting. If your Ordinary Shares were held in “street name” as of the Record Date, these
proxy materials are being forwarded to you by your bank, broker or other nominee (who is considered, with respect to such Ordinary Shares, as the shareholder of record), together with a voting instruction card for you to use in directing the
bank, broker or nominee how to vote your Ordinary Shares.
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Shareholders registered in the Company’s shareholders register in Israel (“Registered Shareholders”) and shareholders
who hold Ordinary Shares through members of the Tel Aviv Stock Exchange (“TASE” and “TASE Member”, respectively) that are included among the Ordinary Shares
registered in the Company’s shareholders register in Israel under the name of a nominee company in Israel (“Non-registered Shareholders”) should deliver or mail (via registered mail) a completed written
ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority (“TASE Ballot”)) to the Company’s offices, c/o Ms. Lisa Haimovitz, 13 Amal St., Afek Industrial
Park, Rosh Ha’ayin 4809249, Israel no later than Wednesday, December 27, 2023, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the General
Meeting starts). By this time, both Registered Shareholders and Non-registered shareholders must also provide the Company with a copy of their identity card, passport or certificate of incorporation (“Identifying
Information”). A TASE Ballot submitted by a Registered Shareholder without Identifying Information attached to it will not be valid. Non-registered Shareholders must also provide the Company with an ownership certificate confirming
their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution (“Ownership Certificate”), as required by the Israel
Companies Law 5759-1999 (the “Companies Law”) and Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. A TASE Ballot submitted by a
Non-registered Shareholder without an Ownership Certificate attached to it will not be valid. A Non-registered Shareholder is entitled to receive the Ownership Certificate at the branch of the TASE Member through which such shareholder holds
his Ordinary Shares, or request from such TASE Member to deliver it by mail. Such a request will be provided in advance, and with respect to a specific securities account. A Non-registered Shareholder may direct the relevant TASE Member to
transfer the Ownership Certificate to the Company through the electronic voting system of the Israel Securities Authority (the “Electronic Voting System”). Alternatively, Non-registered Shareholders may vote electronically via the Electronic Voting System, no later than Wednesday, December 27, 2023, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the General Meeting starts). A Non-registered Shareholder should receive instructions about electronic voting from the TASE Member
through which such Non-registered Shareholder holds his Ordinary Shares.
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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)”).
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Shareholders of record who intend to vote their Ordinary Shares in person are requested to bring proof of identity to the General Meeting.
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Because a Beneficial Owner with shares held in “street name” is not a shareholder of record, such shareholders may not vote those Ordinary Shares directly at
the General Meeting unless they obtain a “legal proxy” from the bank, broker or other nominee that holds the Ordinary Shares directly, giving them the right to vote the Ordinary Shares at the General Meeting. Brokers that hold ordinary shares
in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on the General Meeting agenda that may be considered routine is Proposal
No. 1 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; however, the Company cannot be certain whether this will be treated as a routine matter since the
proxy statement is prepared in compliance with the Companies Law, rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank, broker or other
nominee to instruct its bank, broker or other nominee how to vote its Ordinary Shares, if the shareholder wants its Ordinary Shares to count for all proposals.
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Both Registered Shareholders and Non-registered Shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying
Information and Non-registered Shareholders must also provide an Ownership Certificate, no later than Wednesday, December 27, 2023, at 14:00 p.m. Israel time (i.e., at least two (2) hours before the
General Meeting starts). Both Registered Shareholders and Non-registered Shareholders may revoke their proxies or TASE Ballot (as applicable) in accordance with Section 9 of the Companies Law Regulations (Proxy Voting).
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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 November 30, 2023. 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.
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Pursuant to the Companies Law, the approval of each of Proposals 1 and 2 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.
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.
Position Statements
Shareholders wishing to express their position on a proposal included in the agenda for the General
Meeting may do so by submitting a written statement (“Position Statement”) to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Any Position
Statement received that is in accordance with the guidelines set forth by the Companies Law will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K, and will be made available
to the public on the SEC’s website at http://www.sec.gov and, in addition, at http://www.magna.isa.gov.il or http://maya.tase.co.il. Position Statements must be submitted to the Company by no later than December 17, 2023.
It is noted that there may be changes in the agenda after publishing this Proxy Statement and there may be
Position Statements which can be published thereafter. Therefore, the most updated agenda for the General Meeting will be furnished to the SEC on a Form 6-K and will be made available to the public on the SEC’s website at http://www.sec.gov.
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
November 27, 2023. 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 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, 2022, see Item 6.B. of the Company's Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023 (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.
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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 16.G. “Corporate Governance” of the Company’s Annual Report.
Committees of the Company’s Board of Directors
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 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.
Other Corporate Governance Practices
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:
|
☑
|
Base a portion of the compensation opportunity
of our executive officers on our and their respective performance.
|
☑
|
Annual bonuses are subject either to the
attainment of pre-set periodic objectives and individual and Company targets determined annually, or to discretionary evaluations.
|
|
|
☑
|
Set annual performance targets to our chief executive officer based on measurable objectives.
|
☑
|
Offer equity and cash compensation which we believe enhances alignment between executive officers’
interests with the Company’s and shareholders’ long-term interests, as well as strengthens retention and motivation of executive officers in the long-term.
|
|
|
☑
|
Adopted a ‘clawback policy’ and include in our Compensation Policy ‘clawback’ provisions which
allow us under certain circumstances to recoup excess incentive compensation to executive officers where the company is required to prepare a financial restatement to correct a material error.
|
☑
|
Taylor executive officers’ compensation to target our short and long-term goals, as well as each
officer’s individual performance.
|
|
|
☑
|
Maintain a majority independent Board of Directors.
|
☑
|
Include in our compensation policy measures
designed to reduce executive officers’ incentives to take excessive risks that may harm us in the long-term, such as limit cash bonuses and equity-based compensation, as well as the ratio between the variable and the total compensation of
an executive officer, and set minimum vesting periods for equity-based compensation.
|
|
|
☑
|
Maintain entirely independent audit, compensation, and environmental, social and governance
committees.
|
☑
|
Regularly review executive compensation.
|
5
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.
|
Board Diversity Matrix
|
||||
|
Country of Principal Executive Offices
|
Israel
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under Home Country Law
|
No
|
|||
|
Total Number of Directors
|
8
|
|||
|
|
Female
|
Male
|
Non-Binary/Transgender
|
Did Not Disclose Gender
|
|
Part I: Gender Identity
|
|
|||
|
Directors
|
3
|
5
|
0
|
0
|
|
Part II: Demographic Background
|
||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
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 November 13, 2023,
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 117,857,288 Ordinary Shares outstanding as of November 13 2023.
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 will 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.
6
|
Principal shareholders
|
Number of
Ordinary Shares
|
% of Outstanding
Ordinary Shares
|
||||||
|
Migdal Insurance and Financial Holdings Ltd.(1)
|
10,593,822
|
8.99
|
%
|
|||||
|
Harel Insurance Investments & Financial Services Ltd.(2)
|
8,054,314
|
6.83
|
%
|
|||||
|
Altshuler Shaham Ltd.(3)
|
6,329,326
|
5.37
|
%
|
|||||
|
The Phoenix Holdings Ltd.(4)
|
10,130,711
|
8.60
|
%
|
|||||
|
Meitav Dash Investments Ltd.(5)
|
10,995,722
|
9.33
|
%
|
|||||
|
Clal Investments Ltd.(6)
|
6,037,560
|
5.12
|
%
|
|||||
|
Menora Mivtachim Holdings Ltd. (7)
|
6,015,530
|
5.10
|
%
|
|||||
|
Directors and executive officers
|
||||||||
|
Gilad Yavetz(8)
|
1,905,470
|
1.60
|
%
|
|||||
|
Nir Yehuda(9)
|
319,039
|
*
|
||||||
|
Amit Paz(10)
|
1,578,718
|
1.33
|
%
|
|||||
|
Ilan Goren(11)
|
250,931
|
*
|
||||||
|
Michael Avidan(12)
|
88,438
|
*
|
||||||
|
Yair Seroussi(13)
|
347,375
|
*
|
||||||
|
Liat Benyamini
|
-
|
*
|
||||||
|
Michal Tzuk
|
-
|
*
|
||||||
|
Alla Felder
|
-
|
*
|
||||||
|
Dr. Shai Weil(14)
|
40,552
|
*
|
||||||
|
Yitzhak Betzalel
|
-
|
*
|
||||||
|
Zvi Furman
|
-
|
*
|
||||||
|
All executive officers and directors as a group (12 persons)
|
4,530,523
|
3.75
|
%
|
|||||
* Indicates ownership of less than 1%.
| (1) |
Consists of 10,593,822 Ordinary Shares owned by Migdal Insurance and Financial Holdings Ltd. (“Migdal”) and entities
under its control. Migdal is a public company with shares traded on the TASE. To the Company's knowledge, the ultimate controlling shareholder of Migdal is Mr. Shlomo Eliyahu. The address of Migdal is Efal 4, Petach Tikva, Israel.
|
| (2) |
Consists of 8,054,314 Ordinary Shares beneficially owned by Harel Insurance Investments & Financial Services Ltd. (“Harel”)
and entities under its control. Harel is a public company with shares traded on the TASE. To the Company's knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger, Mr. Gideon Hamburger and Ms. Nurit Manor. The address
of Harel is Abba Hillel 3, Ramat Gan, Israel.
|
| (3) |
Consists of 6,329,326 Ordinary Shares beneficially owned by Altshuler Shaham Ltd. (“Altshuler”) and entities under its
control. To the Company's knowledge, the ultimate controlling shareholders of Altshuler are Messrs. Gilad Altshuler and Kalman Shaham, through companies owned by them. Altshuler’s address is 21 Habarzel Street, Lobby B, Ramat Hachayal,
Tel-Aviv Israel.
|
| (4) |
Consists of 10,130,711 Ordinary Shares and each beneficially owned by the Phoenix Holdings Ltd. (“Phoenix”) and entitles
under its control. Phoenix is a public company with shares traded on the TASE. To the Company's knowledge, the ultimate controlling shareholders of Phoenix, through their control in Belanus Lux S.a.r.l (an entity incorporated under the laws
of Luxemburg), are Mr. Matthew Botein, CCP III Cayman GP Ltd. and Mr. Lewis (Lee) Sachs. The address of Phoenix is Hashalom Rd. 53, Givatayim, Israel.
|
| (5) |
Consists of 10,995,722 Ordinary Shares and owned by Meitav Dash Investments Ltd. (“Meitav”) and entitles under its
control. Meitav is a public company with shares traded on the TASE. To the Company's knowledge, the ultimate controlling shareholders of Meitav are Mr. Eli Barkat, through his holdings in BRM Finance Ltd., a company incorporated in Israel,
and Mr. Avner Stepak, who holds Ordinary Shares directly and through Maya Holdings (Yeelim) Ltd., a company incorporated in Israel. The address for Meitav is 30 Darech Sheshet Haim St., Bnei Brak, Israel.
|
| (6) |
Consists of 6,037,560 Ordinary Shares and owned by Clal Investments Ltd. and entitles under its control. Clal is a public company with shares traded on the
TASE.
|
| (7) |
Consists of 6,015,530 Ordinary Shares and owned by Menora Mivtachim Holdings Ltd. and entitles under its control. Menora is a public company with shares traded
on the TASE.
|
7
| (8) |
Consists of (i) 796,198 Ordinary Shares beneficially owned directly by Mr. Yavetz and (ii) 1,109,272 Ordinary Shares subject to options held by Mr. Yavetz that
are exercisable within 60 days of November 13, 2023.
|
| (9) |
Consists of (i) 1,400 Ordinary Shares beneficially owned directly by Mr. Yehuda and (ii) 317,639 Ordinary Shares subject to options held by Mr. Yehuda that are
exercisable within 60 days of November 13, 2023.
|
| (10) |
Consists of (i) 765,468 Ordinary Shares beneficially owned directly by Mr. Paz and (ii) 813,250 Ordinary Shares subject to options held by Mr. Paz that are
exercisable within 60 days of November 13, 2023.
|
| (11) |
Consists of 250,931 Ordinary Shares subject to options held by Mr. Goren that are exercisable within 60 days of November 13, 2023.
|
| (12) |
Consists of 88,438 Ordinary Shares subject to options held by Mr. Avidan that are exercisable within 60 days of November 13, 2023.
|
| (13) |
Consists of 347,375 Ordinary Shares subject to options held by Mr. Seroussi that are exercisable within 60 days of November 13, 2023.
|
| (14) |
Consists of 40,552 Ordinary Shares beneficially owned directly by Dr. Weil. Not included as beneficially owned by Dr. Weil are 807,604 Ordinary Shares owned
directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr. Weil is a part.
|
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.
8
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, 2023, 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, 2021 and 2022, and breaks down these amounts by category of service:
|
|
Year Ended December 31,
|
|||||||
|
|
2022
|
2021
|
||||||
|
|
(in thousands)
|
|||||||
|
Audit Fees(1)
|
$
|
615
|
$
|
709
|
||||
|
Tax Fees(2)
|
29
|
30
|
||||||
|
Total
|
$
|
644
|
$
|
739
|
||||
| (1) |
Audit fees for the years ended December 31, 2022 and 2021 consisted of fees for professional services provided in connection with the audit of the Company’s
annual consolidated financial statements, fees for professional services provided in connection with the Company’s registration statement for the US IPO and audit services that are normally provided by an independent registered public
accounting firm in connection with statutory and regulatory filings or engagements for those years.
|
| (2) |
Tax fees for the years ended December 31, 2022 and 2021 refer to professional services rendered by the Company’s auditors, which include ongoing tax advisory,
tax compliance and tax consulting associated with transfer pricing.
|
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, 2023, 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.
9
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 nominating committee of the Board of Directors has recommended that the foregoing individuals be nominated for election at the General Meeting, and the Board of Directors has approved such nominations. 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 2024 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 2022, 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).
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
|
52
|
Director and Chief Executive Officer
|
|
Yair Seroussi
|
68
|
Chairman of the Board
|
|
Liat Benyamini
|
46
|
Director
|
|
Michal Tzuk
|
47
|
Director
|
|
Alla Felder
|
50
|
Director
|
|
Dr. Shai Weil
|
54
|
Director
|
|
Yitzhak Betzalel
|
57
|
Director
|
|
Zvi Furman
|
75
|
Director
|
Gilad Yavetz is Co-founder and Chief Executive Officer, leading the Company from inception in 2008 as a small developer in Israel to the global company that it is today. Prior to
the establishment of Enlight, Mr. Yavetz served as a VP Marketing and Sales of BVR Systems (1998) Ltd., a leading hi-tech company that develops and provides real- time simulation and training systems to leading armies worldwide. Mr. Yavetz holds an
M.B.A. from the Executive Program at Tel Aviv University and an LL.B. from the Hebrew University of Jerusalem.
Yair Seroussi has served as the chairman of the Board of Directors since May 2018. Mr. Seroussi serves as the chairman of ZIM Integrated Shipping Services Ltd. (NYSE: ZIM), a global
shipping operator, and Prytek, a multinational technology group with a focus on building and investing in technologies and delivering managed services. He is currently on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR), Stratasys
Ltd. (NASDAQ: SSYS) and Tovanot B’Hinuch (a non-profit organization), and was previously on the board of directors 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.
10
Liat Benyamini has served as a member of the Board of Directors since April 2021. Ms. Benyamini have 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) and Fridenson Logistic Services Ltd. (TLV: FRDN) Ms. Benyamin 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 a 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 Redhill BioPharma Ltd. (Nasdaq: RDHL), REE Ltd. (Nasdaq: REE), Ashtrom Properties Ltd.
(TASE: ASHG), Israel Shipyards Ltd. (TASE: ISHI), Biolight Ltd. (TASE: BOLT), Photomyne Ltd. (TASE: PHTM) and IdoMoo Ltd. (TASE: IDMO). Ms. Felder was a senior manager at PricewaterhouseCoopers and received 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), Essesnce Partners, Har Tuv Cement Ltd and Lumen Capital. Dr. Weil serves as the Chairman at Har Tuv Cement Ltd, 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.
11
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 2024, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated
pursuant to any applicable law or the Articles of Association:
| a. |
Mr. Gilad Yavetz;
|
| b. |
Mr. Yair Seroussi;
|
| c. |
Ms. Liat Benyamini;
|
| d. |
Ms. Michal Tzuk;
|
| e. |
Ms. Alla Felder;
|
| f. |
Dr. Shai Weil;
|
| g. |
Mr. Yitzhak Betzalel; and
|
| h. |
Mr. Zvi Furman.”
|
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.
12
PRESENTATION AND DISCUSSION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
In addition to considering the foregoing agenda items at the General Meeting, the Company will also
present the audited consolidated financial statements for the fiscal year ended December 31, 2022. A copy of the Company’s Annual Report, including the audited consolidated financial statements for the year ended December 31, 2022, is available for
viewing and downloading on the Company’s website http://www.enlightenergy.com, the SEC’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.
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 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Under the Companies Law, 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 2024 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 less than 90 calendar days prior to the first anniversary
of the General Meeting (i.e., no later than September 28, 2024); provided that if the date of the 2024 annual general meeting of shareholders is advanced by more than 30 calendar days prior to, or delayed (other than as a result of adjournment) by
more than 30 calendar days after, the anniversary of the General Meeting, for a proposal by a shareholder to be timely it must be so delivered not later than the seventh calendar day following the day on which the Company calls and provides notice of
the 2024 annual general meeting of shareholders.
The Company currently expects that the agenda for the annual general meeting of shareholders to be held in
2024 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, 2023.
In general, a shareholder proposal must be in English and must set forth (i) the name, business address,
telephone number, fax number and email address of the proposing shareholder (and each member of the group constituting the proposing shareholder, if applicable) and, if not a natural person, the same information with respect to the person(s) that
controls or manages such person, (ii) the number of ordinary shares held by the proposing shareholder, directly or indirectly, including if beneficially owned by the proposing shareholder (within the meaning of Rule 13d-3 promulgated under the
Exchange Act); if any of such ordinary shares are held indirectly, an explanation of how they are held and by whom, and, if such proposing shareholder is not the holder of record of any such ordinary shares, a written statement from an authorized
bank, broker, depository or other nominee, as the case may be, indicating the number of ordinary shares the proposing shareholder is entitled to vote as of a date that is no more than ten (10) days prior to the date of delivery of the shareholder
proposal, (iii) any agreements, arrangements, understandings or relationships between the proposing shareholder and any other person with respect to any securities of the Company or the subject matter of the shareholder proposal, including any
derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such proposing shareholder, the purpose or effect of which is to give such proposing shareholder economic risk similar to ownership of shares of
any class or series of the Company, (iv) the proposing shareholder’s purpose in making the proposal, (v) the complete text of the resolution that the proposing shareholder proposes to be voted upon at the 2024 annual general meeting of shareholders,
(vi) a statement of whether the proposing shareholder has a personal interest in the proposal and, if so, a description in reasonable detail of such personal interest, (vii) a declaration that all the information that is required under the Companies
Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided, (viii) if the proposal is to nominate a candidate for election to the Board of Directors, a questionnaire and declaration, in
form and substance reasonably requested by the Company, signed by the nominee with respect to matters relating to his or her identity, address, background, credentials, expertise, etc., and his or her consent to be named as a candidate and, if
elected, to serve on the Board of Directors, and (ix) any other information reasonably requested by the Company. The Company shall be entitled to publish information provided by a proposing shareholder, and the proposing shareholder shall be
responsible for the accuracy thereof. In addition, shareholder proposals must otherwise comply with applicable law and the Company’s Articles. The Company may disregard shareholder proposals that are not timely and validly submitted.
13
The information set forth in this section is, and should be construed, as a “pre-announcement notice” of
the 2024 annual general meeting of shareholders in accordance with Rule 5C of Israel’s Companies Regulations (Notice of General and Class Meetings in a Public Company), 2000, as amended.
ADDITIONAL INFORMATION
The Company’s Annual Report on Form 20-F for the year ended December 31, 2022, as filed with the SEC on
March 30, 2023, 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: November 20, 2023
Dated: November 20, 2023
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Exhibit 99.2
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ENLIGHT RENEWABLE ENERGY LTD.
13 AMAL ST., AFEK INDUSTRIAL PARK
ROSH HA’AYIN 4809249, ISRAEL
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V26021-P00927 KEEP THIS
PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ENLIGHT RENEWABLE ENERGY LTD.
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The Board of Directors recommends you vote FOR the following proposals:
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Against |
Abstain
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For
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Against
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Abstain
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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, 2023, 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.
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2d. |
Ms. Michal Tzuk
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2e. |
Ms. Alla Felder
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2f. |
Dr. Shai Weil
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Mr. Yitzhak Betzalel
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2. |
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 2024, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated pursuant to any applicable law or the Articles of Association:
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Mr. Zvi Furman
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Nominees:
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2a. |
Mr. Gilad Yavetz
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| 2b. |
Mr. Yair Seroussi
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| 2c. |
Ms. Liat Benyamini
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Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership
name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the
Availability of Proxy Materials for the Annual General Meeting:
The Notice and Proxy Statement is available at
www.proxyvote.com.
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V26022-P00927
ENLIGHT RENEWABLE ENERGY LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on December 27, 2023
4:00 p.m. Israel Time
This Proxy Is Solicited On Behalf
Of The Board Of Directors
The undersigned shareholder(s) hereby appoint(s) Mr. Nir
Yehuda and Ms. Lisa Haimovitz, or either of them, as proxies, each with the power to appoint his or 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 November 27, 2023 at the Annual General Meeting of Shareholders to be held at 4:00 p.m. Israel time, on December 27,
2023, 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. 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