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Enlight Energy Proxy Solicitation & Information Statement 2024

Apr 8, 2024

6777_rns_2024-04-09_75b4e661-fe6b-44cb-97ba-202055061750.pdf

Proxy Solicitation & Information Statement

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ENLIGHT RENEWABLE ENERGY LTD. 13 AMAL ST., AFEK INDUSTRIAL PARK ROSH HA'AYIN 4809249, ISRAEL

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.

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.

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.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V33529-S84510

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ENLIGHT RENEWABLE ENERGY LTD.
The Board of Directors recommends you vote FOR the following
proposals:
! For Against Abstain
1. Approve the amended Compensation Policy for executive officers
and directors, substantially in the form attached as Exhibit A.
! !
Yes No For Against Abstain
1a. Are you a "controlling shareholder" or do you have a
"personal interest" (as such terms are defined in the Proxy
Statement) in approval of Proposal 1 above? Response
required for vote to be counted.
! ! 3e. 5,112 restricted share units to Mr. Zvi Furman. ! ! !
For Against Abstain 3f. 5,112 restricted share units to Ms. Michal Tzuk. ! ! !
2. Approve the grant of 87,023 restricted share units to, and an
amendment to the terms of engagement of, Mr. Gilad Yavetz,
the Company's co-founder, chief executive officer and a director
! ! ! 3g. 5,112 restricted share units to Dr. Shai Weil. ! ! !
2a. of the Company.
Are you a "controlling shareholder" or do you have a
"personal interest" (as such terms are defined in the Proxy
Statement) in approval of Proposal 2 above? Response
required for vote to be counted.
Yes No 4. Approve the issuance of an exemption letter to our chief executive
officer and each of our directors, exempting them from liability
towards the Company under certain limited circumstances.
! ! 4a. The chief executive officer. ! ! !
3. Approve grants of restricted share units to each of the Company's
directors, other than the chief executive officer, as follows:
For Against Abstain Yes No
3a. 14,233 restricted share units to Mr. Yair Seroussi, the
Company's chairman.
! ! ! 4aa Are you a "controlling shareholder" or do you have a
"personal interest" (as such terms are defined in the Proxy
Statement) in approval of Proposal 4a above? Response
required for vote to be counted.
! !
3b. 5,112 restricted share units to Ms. Liat Benyamini. ! ! ! For Against Abstain
3c. 5,112 restricted share units to Mr. Yitzhak Betzalel. ! ! ! 4b. Each of our directors. ! ! !
3d. 5,112 restricted share units to Ms. Alla Felder. ! ! ! NOTE: Such other business as may properly come before the meeting or
any adjournment thereof.
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.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Special General Meeting: The Notice and Proxy Statement is available at www.proxyvote.com.

V33530-S84510

ENLIGHT RENEWABLE ENERGY LTD. SPECIAL GENERAL MEETING OF SHAREHOLDERS To be held on April 17, 2024 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 March 6, 2024 at the Special General Meeting of Shareholders to be held at 4:00 p.m. Israel time, on April 17, 2024, 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