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INTRODUCTION	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
PRESENTATION OF FINANCIAL INFORMATION	4
PART I	5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3. KEY INFORMATION	5

A.	[Reserved.]	5
B.	Capitalization and Indebtedness	5
C.	Reasons for the Offer and Use of Proceeds	5
D.	Risk Factors	5

ITEM 4. INFORMATION ON THE COMPANY

47

A.	History and Development of the Company	47
B.	Business Overview	48
C.	Organizational Structure	74
D.	Property, Plants and Equipment	74

ITEM 4A. UNRESOLVED STAFF COMMENTS	74
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	75

A.	Operating Results	82
B.	Liquidity and Capital Resources	88
C.	Research and Development, Patents and Licenses, Etc.	98
D.	Trend Information	98
E.	Critical Accounting Estimates	98

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

99

A.	Directors and Senior Management	99
B.	Compensation	102
C.	Board Practices	108
D.	Employees	120
E.	Share Ownership	120
F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	121

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

121

A.	Major Shareholders	121
B.	Related Party Transactions	122
C.	Interests of Experts and Counsel	123

ITEM 8. FINANCIAL INFORMATION

123

A.	Consolidated Statements and Other Financial Information	123
B.	Significant Changes	124

ITEM 9. THE OFFER AND LISTING

124

A.	Offer and Listing Details	124
B.	Plan of Distribution	124
C.	Markets	124
D.	Selling Shareholders	124
E.	Dilution	124
F.	Expenses of the Issue	124

ITEM 10. ADDITIONAL INFORMATION

124

A.	Share Capital	124
B.	Memorandum and Articles of Association	124

C.	Material Contracts	124
D.	Exchange Controls	125
E.	Taxation	125
F.	Dividends and Paying Agents	132
G.	Statement by Experts	132
H.	Documents on Display	132
I.	Subsidiary Information	133
J.	Annual Report to Security Holders	133

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	133
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	134
PART II	134
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	134
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	134
ITEM 15. CONTROLS AND PROCEDURES	134
ITEM 16. [RESERVED]	135
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	135
ITEM 16B. CODE OF BUSINESS CONDUCT AND ETHICS	135
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	136
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	136
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	136
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	137
ITEM 16G. CORPORATE GOVERNANCE	137
ITEM 16H. MINE SAFETY DISCLOSURE	137
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	137
PART III	138
ITEM 17. FINANCIAL STATEMENTS	138
ITEM 18. FINANCIAL STATEMENTS	138
ITEM 19. EXHIBITS	139
SIGNATURES	142

•

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;

•

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;

•

various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues;

•

the dependence of our production and revenue 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 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 (“EHS”) 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 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;

•

the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; and

•

certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control.

•

obtaining financeable land rights, including land rights for the project site that allow for eventual construction and operation without undue burden, cost or interruption;

•

entering into financeable arrangements for the sale of the electrical output, and, in certain cases, capacity, ancillary services and renewable energy attributes, generated by or attributable to the project;

•

obtaining economically feasible interconnection positions with Independent System Operators (“ISOs”), regional transmission organizations and regulated utilities;

•

accurately estimating, and where possible mitigating, costs arising from potential transmission grid congestion, limited transmission capacity and grid reliability constraints, which may contribute to significant interconnection upgrade costs that could render certain of our projects uneconomic;

•

providing letters of credit or other forms of payment and performance security required in connection with the development of the project, which security requirements may increase over time;

•

accurately estimating our costs and revenues over the life of the project years before its construction and operation, while taking into consideration the possibility that markets may shift during that time;

•

receiving required environmental, land-use, and construction and operation permits and approvals from governmental agencies in a timely manner and on reasonable terms, which permits and approvals are governed by statutes and regulations that may change between issuance and construction;

•

avoiding or mitigating impacts to protected or endangered species or habitats, migratory birds, wetlands or other water resources, and/or archaeological, historical or cultural resources;

•

securing necessary rights-of-way for access, as well as water rights and other necessary utilities for project construction and operation;

•

securing appropriate title coverage, including coverage for mineral rights and mechanics’ liens;

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negotiating development agreements, public benefit agreements and other agreements to compensate local governments for project impacts;

•

negotiating tax abatement and incentive agreements, whenever applicable;

•

obtaining financing, including debt, equity, and tax equity financing;

•

negotiating satisfactory energy, procurement and construction (“EPC”) or balance of plant (“BoP”) agreements, including agreements with third-party EPC or BoP contractors; and

•

completing construction on budget and on time.

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the availability of, or inability to obtain, sufficient land suitable for solar energy and wind energy project development. In many markets, topography, existing land use and/or transmission constraints limit the availability of sites for solar energy and wind energy development. For these reasons, attractive and commercially feasible sites may become a scarce commodity, and we may be unable to site our projects at all or on terms as favorable as those applicable to our current projects;

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the presence or potential presentence of waking or shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; and

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due to the large amount of land required to site solar energy and wind energy projects, there may be greater risk of the presence or occurrence of one or more of the following: (i) pollution, contamination or other wastes at the project site; (ii) protected plant or animal species; (iii) archaeological or cultural resources; or (iv) local opposition to wind energy and solar energy projects in certain markets due to concerns about noise, health environmental or other alleged impacts of such projects the presence or potential presence of land use restrictions and other environment-related siting factors.

•

timely implementation and satisfactory completion of construction;

•

obtaining and maintaining required governmental permits and approvals, including making appeals of, and satisfying obligations in connection with, approvals obtained;

•

permit and litigation challenges from project stakeholders, including local residents, environmental organizations, labor organizations, tribes and others who may oppose the project;

•

grants of injunctive relief to stop or prevent construction of a project in connection with any permit or litigation challenges;

•

delivery of modules, wind turbines or battery energy storage systems on-budget and on-time;

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discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;

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discovery of title defects or environmental conditions that are not currently known, unforeseen engineering problems, construction delays, contract performance shortfalls and work stoppages;

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material supply shortages, failures or disruptions of labor, equipment or supplies;

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increases to labor costs beyond our expectation upon entering into construction agreements as a result of enhanced local or national requirements regarding the use of union labor on-site;

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insolvency or financial distress on the part of our service providers, contractors or suppliers;

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cost overruns and change orders;

•

cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies;

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changes in electric utility procurement practices;

•

project delays that could adversely affect our ability to secure or maintain interconnection rights;

•

unfavorable tax treatment or adverse changes to tax policy;

•

adverse environmental and geological or weather conditions, including water shortages and climate change, which may in some cases force work stoppages due to the risk of heat, fire or other extreme weather events;

•

force majeure and other events outside of our control;

•

changes in laws affecting the project;

•

accidents on constructions sites; and

•

damage to consumers triggered by blackouts caused by damage to transmission infrastructure during construction.

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Events beyond our control or the control of an offtaker that may temporarily or permanently excuse the offtaker from its obligation to accept and pay for delivery of energy generated by a project. These events could include a system emergency, a transmission failure or curtailment, adverse weather condition, a change in law, a change in permitting requirements or conditions, or a labor dispute.

•

The ability of our offtakers to fulfill their contractual obligations to us depends on their creditworthiness. Due to the long-term nature of our offtake contracts, we are exposed to the credit risk of our offtakers over an extended period of time. Any of these counterparties could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of its creditworthiness, including when it has not yet paid for energy delivered, any of which could result in a default under their agreements with us, and an insolvency or liquidation of any of these counterparties could result in the termination of any applicable agreements with such counterparty.

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The ability of any of our offtakers to extend, renew or replace its existing offtake contract with us depends on a number of factors beyond our control, including: whether the offtaker has a continued need for energy or capacity at the time of expiration, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices or the availability of other energy sources; the satisfactory performance of our delivery obligations under such offtake contracts; the regulatory environment applicable to our offtakers at the time; and macroeconomic factors present at the time, such as population, business trends and related energy demand.

•

technical performance below projected levels, including the failure of solar panels, inverters, wind turbines, gear boxes, blades and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons;

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design or manufacturing defects or failures, including defects or failures that are not covered by warranties or insurance;

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insolvency or financial distress on the part of any of our service providers, contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us;

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increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and taxes;

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loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control;

•

breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract;

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catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons;

•

storm water or other site challenges;

•

the discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;

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the discovery or release of hazardous or toxic substances or wastes and other regulated substances, materials or chemicals;

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errors, breaches, failures, or other forms of unauthorized conduct or malfeasance on the part of operators, contractors or other service providers;

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cyber-attacks targeted at our projects as a way of attacking the broader grid, or a failure by us or our operators or contractual counterparties to comply with cyber-security regulations aimed at protecting the grid from such attacks;

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failure to obtain or comply with permits, approvals and other regulatory authorizations and the inability to renew or replace permits or consents that expire or are terminated in a timely manner and on reasonable terms;

•

the inability to operate within limitations that may be imposed by current or future governmental permits and consents;

•

changes in laws, particularly those related to land use, environmental or other regulatory requirements;

•

disputes with government agencies, special interest groups, or other public or private owners of land on which our projects are located, or adjacent landowners;

•

changes in tax, environmental, health and safety, land use, labor, trade, or other laws, including changes in related governmental permit requirements;

•

government or utility exercise of eminent domain power or similar events;

•

existence of liens, encumbrances, or other imperfections in title affecting real estate interests; and

•

failure to obtain or maintain insurance or failure of our insurance to fully compensate us for repairs, theft or vandalism, and other actual losses.

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construction of new, lower-cost power generation plants, including plants utilizing renewable energy or other generation technologies;

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relief of transmission constraints that enable lower-cost and/or geographically distant generation to access transmission lines less expensively or in greater quantities;

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reductions in the price of natural gas or other fuels;

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the amount of excess generating capacity relative to load in a particular market;

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decreased electricity demand, including from energy conservation technologies and public initiatives to reduce electricity consumption;

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development of smart-grid technologies that reduce peak energy requirements;

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development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times;

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changes in the cost of controlling emissions of pollution, including the cost of emitting carbon dioxide and the prices for renewable energy certificates;

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the structure of the electricity market;

•

weather conditions and seasonal fluctuations that impact electrical load; and

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development of new energy generation technologies which could allow our competitors and their customers to offer electricity at costs lower than those that can be achieved by us and our facilities.

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the protection of wildlife, including migratory birds, bats, and threatened and endangered species, such as desert tortoises, or protected species such as eagles, and other protected plants or animals whose presence or movements often cannot be anticipated or controlled;

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water use, and discharges of silt-containing or otherwise polluted waters into nearby wetlands or navigable waters;

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hazardous or toxic substances or wastes and other regulated substances, materials or chemicals, including those existing on a project site prior to our use of the site or the releases thereof into the environment;

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land use, zoning, building, and transportation laws and requirements, which may mandate conformance with sound levels, radar and communications interference, hazards to aviation or navigation, or other potential nuisances such as the flickering effect, known as shadow flicker, caused when rotating wind turbine blades periodically cast shadows through openings such as the windows of neighboring properties;

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the presence or discovery of archaeological, historical, religious, or cultural artifacts at or near our projects;

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the protection of workers’ health and safety; and

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the proper decommissioning of the site at the end of its useful life.

•

if our subsidiaries are unable to fulfill payment or other obligations or comply with their covenants under the agreements governing our indebtedness, such subsidiaries could default under such agreements or be rendered insolvent, or lenders may exercise rights and remedies under the terms of such agreements, such as foreclosure on us, our subsidiaries, or our and their projects or other assets, which could materially adversely affect our business, financial condition and results of operations;

•

our subsidiaries’ substantial indebtedness could limit our ability to fund operations of future acquisitions and our financial flexibility, which could reduce our ability to plan for and react to unexpected opportunities and contingencies;

•

our subsidiaries’ substantial debt service obligations and maturities make us vulnerable to adverse changes in general economic, industry and competitive conditions, credit markets, capital markets, and government regulation that could place us at a disadvantage compared to competitors with less debt or more capital resources;

•

the financing arrangements of certain of our subsidiaries are subject to cross-collateralization or other similar credit support arrangements that could heighten the risks associated with defaults under our and their debt obligations, increase the potential that adverse events relating to individual projects could materially affect our financing arrangements on a broader scale, or limit our ability to freely sell or finance some or all of our projects; and

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our subsidiaries’ substantial indebtedness could limit our ability to obtain financing for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes.

•

changes in laws or regulations applicable to our industry or offerings;

•

speculation about our business in the press or investment community;

•

investor interests in environmental, social and governance-focused companies;

•

price and volume fluctuations in the overall stock market;

•

volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

•

sales of our ordinary shares by us or our principal shareholders, officers and directors;

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the expiration of contractual lock-up agreements;

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the development and sustainability of an active trading market for our ordinary shares;

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success of competitive products or services;

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the public’s response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes in our key personnel;

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the effectiveness of our internal controls over financial reporting;

•

changes in our capital structure, such as future issuances of debt or equity securities;

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our entry into new markets;

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tax developments in the United States or other countries;

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strategic actions by us or our competitors, such as acquisitions or restructurings; and

•

changes in accounting principles.

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fluctuations in demand for solar energy or wind energy;

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our ability to complete our wind energy and solar energy projects in a timely manner;

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the availability, terms and costs of suitable financing;

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our ability to continue to expand our operations and the amount and timing of expenditures related to this expansion;

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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments;

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expiration or initiation of any governmental rebates or incentives;

•

actual or anticipated developments in our competitors’ businesses, technology or the competitive landscape; and

•

natural disasters or other weather or meteorological conditions.

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the Companies Law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased;

•

the Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

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the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

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our Articles of Association generally do not permit a director to be removed from office except by a vote of the holders of at least (65%) of our outstanding shares entitled to vote at a general meeting of shareholders, except that a simple majority will be required if a single shareholder holds more than 50% of the voting rights in the Company; and

•

our Articles of Association provide that director vacancies may be filled by unanimous resolution of our board of directors.

•

Project and business development: We maintain a high-caliber project and business development team of 40 employees across the United States, Europe and Israel. Our in-house greenfield project development team provides us with the expertise to source greenfield projects in our largest individual markets: the United States, Spain and Israel. In markets where we have strategically elected not to develop in-house greenfield development teams largely due to their smaller size, we have established and cultivated co-development partnerships with leading local developers. This gives us access to projects which we believe many of our competitors (both strategic and financial investors) either could not access or could not access at an attractive cost. In addition, our business development team sources project acquisition opportunities across various stages of development. In collaboration with our project development team, we can then create value through project optimization and the completion of the development. For example, we acquired Gecama, a Spanish wind energy project in the middle of the development phase, and optimized its value by increasing the project size by 17 MW and completing all remaining development milestones to reach RTB status.

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Engineering and design: Once projects are sourced, our internal engineering teams leverage our design expertise to optimize each project. We take an active role in the design and planning of our projects, enabling us to tailor the design to accommodate a wide range of equipment alternatives. Our procurement teams can then focus on acquiring equipment at an optimal cost without triggering the need to reconfigure the project design.

•

Procurement: Our global operations have required us to establish, maintain and continuously grow our supply chain as we have expanded our geographic footprint across three continents and 11 different countries. Today, our supply chain function is overseen by a global team that works seamlessly to align project needs across geographies with the available supply of inverters, solar panels, wind turbines and energy storage systems among other components. Our global approach to procurement allows us to approach suppliers with significant scale and negotiate attractive pricing. Moreover, our global presence gives us the flexibility to distribute and reallocate resources as needed between geographies.

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Construction: Our construction management team is crucial to supporting the quality of our projects, which reduces our O&M expenses once a project is operational and supports higher project uptimes. Our experienced construction managers closely monitor our EPC contractors’ progress, quality of work and performance testing before we release the final payment to the contractor.

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Asset management: We possess a best-in-class asset management team that is strategically located across markets to efficiently provide ongoing asset monitoring and maintenance services. The team is comprised of experts in the fields of commercial and technical project management, electricity trading (for projects where we sell electricity under a Merchant Model) and environmental management. In addition to our Operational Projects, we provide asset management services for 1.6 GW of projects developed by Clēnera and sold to third parties prior to the Clēnera Acquisition. The scale of our asset management activity provides us with a constant feedback loop on optimal project design and components for future projects.

•

Finance: Our operational expertise is complemented by a finance function that is focused on maximizing project equity returns and is comprised of a team with decades of corporate and project finance experience in the renewables sector. We leverage our global footprint and scale to secure non-recourse project finance from local banking partners across our target markets. Our network enables us to also source bespoke financing packages. For example, for our project Gecama in Spain, we were able to secure 50% non-recourse financing that allows us to sell electricity solely under a Merchant Model one of the largest merchant financing packages of its kind in Europe. In the United States we have deep relationships with several major tax equity providers. Clēnera raised approximately $735 million of tax equity financing for the 1.6 GW of projects developed and sold prior to the Clēnera Acquisition. We have also cultivated deep relationships with Israeli institutional investors, who have helped finance our growth to date through corporate equity, unsecured debt and project level equity at a competitive cost.

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Development Projects, which includes projects in various stages of development that are not expected to commence construction within 24 months of March 15, 2023;

•

Advanced Development Projects, which includes projects that are expected to commence construction within 13 to 24 months of March 15, 2023; and

•

Mature Projects, which includes projects that are operational, under construction, in pre-construction (meaning, that such projects are expected to commence construction within 12 months of March 15, 2023) or have a signed PPA.

		Mature Projects				Advanced Development Projects				Development Projects				Total Portfolio
Generation capacity (GW)			4.5				4.2				10.3				19.0
Storage capacity (GWh)			2.7				10.0				7.9				20.6

(1)	The figures in this chart are rounded to the nearest whole number.

(2)	This figure is calculated on an average basis across multiple projects.

(3)	Approximately 50% of the energy generated by this project is sold under a 12-year PPA to a large German utility company while the remaining energy is sold under the Merchant Model on the Nord Pool.

(4)

This project is expected to reach full COD by the end of the second quarter of 2023. Approximately 70% of the electricity generated by this project over the first five years of the PPA term and approximately 50% of the electricity generated from year six through year 10 of the PPA term will be sold to a large multinational technology company.

(5)	This PPA is indexed to the Hungarian consumer price index, less 1%.

Geographic sector

Country

Project name

Technology

Sales tariff (USD per MWh)

Expected approximate Enlight share

PPA/FIT duration

Inflation indexed PPA

Storage capacity MWh

Capacity MWdc

US(2)

Montana

Apex Solar

Solar

Confidential

90%

20 years

No

—

105

New Mexico

Atrisco

Solar

Confidential

90%

20 years

No

1,200

360

Total US

1,200

465

Israel

Israel

Genesis Wind

Wind

99

54%

20 years

Yes

—

189

Solar + Storage 1

Solar

60

80%

23 years

Yes

155

89

Solar + Storage 2

Solar

—

53%

—

No

328

163

Total Israel

483

440

CEE

Hungary

ACDC

Solar

78

100%

15 years

Yes

—

26

Total CEE

—

26

Total consolidated projects

20 years

1,683

932

Israel (not consolidated)

Israel

Dual-use tender 1

Solar

50%

15 years

Yes

—

19

Total consolidated and consolidated JVs at share

19 years

1,683

951

(1)	The figures in this chart are rounded to whole numbers or the nearest hundredth decimal, as applicable.

Geographic sector		Country		Project name		Technology		Expected approximate Enlight share			PPA/FIT duration			Inflation indexed PPA			Storage capacity MWh			Capacity MWdc
Israel		Israel		Genesis Wind Expansion		Wind		54%			—			—			—			18
		Israel		Yatir		Wind		50%			—			—			—			38
Total Israel																				56
US(4)
		Iowa		Coggon		Solar		90%			20 years			No			—			127
		Michigan		Gemstone		Solar		90%			20 years			No			—			178
		Indiana		Rustic hills 1+2		Solar		90%			20-25 years			No			—			256
		Arizona		Co bar Complex		Solar		90%			18-20 years(5)			No			824			1,200
Total US																	824			1,761
CEE		Hungary		Tapolca		Solar		100%			Merchant			NA			—			60
Total CEE																	—			60
Western Europe		Spain		Gecama Solar		Solar		72%			Merchant			NA			200			250
Total consolidated projects																	1,024			2,127
CEE (not consolidated)		Serbia		Pupin		Wind		33%			—			—			—			32
Total consolidated and consolidated JVs at share											20 years						1,024			2,159

(1)	The figures in this chart are rounded to whole numbers.

(2)

Our expectations regarding projects’ COD are forward looking information and are mainly based on our management’s current expectations and estimates of future events and trends, which affect or may affect our business, operations and industry. For more information, see “Cautionary Statement Regarding Forward-Looking Statements.”

(3)	This project is expected to begin operations gradually.

Geographic Sector

Country

Technology

Generation capacity MWdc

Storage capacity MWh

Western Europe

Italy

Solar

200

800

USA

USA

Solar

3,431

7,840

Israel

Israel

Solar

206

1,358

CEE

Croatia

Solar

261

—

Hungary

Solar

60

—

Total CEE

Solar

321

—

Total

4,158

9,998

Geographic Sector		Country		Technology		Generation capacity MWdc				Storage capacity MWh
Western Europe		Spain		Solar			500				60
Western Europe		Italy		Wind			30				—
Total Western Europe							530				60
USA		USA		Solar			8,343				1,400
Israel		Israel		Solar + Wind			733				6,423
CEE		Hungary		Solar			180				—
CEE		Croatia		Solar + Wind			264				—
CEE		Serbia		Wind			200				—
Total CEE				Solar + Wind			644				—
Total							10,250				7,883

 

•

sweeping renewable energy mandates and regulations as a policy response to the global climate crisis;

•

utility-scale solar energy and wind energy becoming some of the most competitive sources of electricity generation on a LCOE basis;

•

the need for energy independence and security;

•

growing corporate and investor support for net-zero targets and the decarbonization of energy;

•

widespread electrification of transportation (particularly automotive vehicles) and other infrastructure that has historically been powered by fossil fuels; and

•

emergence of energy storage, which enhances the ability of solar energy and wind energy generation to serve as load-following generation while providing additional grid resilience and combating extreme weather events.

•

higher solar irradiance driving higher production levels and enabling greater utilization of PTCs under the Inflation Reduction Act, as discussed elsewhere in this Annual Report;

•

growing scarcity of historically important power resources across the Western United States, primarily driven by diminishing availability of hydroelectric power which accounts for more than 25% of all power generation capacity in the western United States versus approximately 6% of all power generation capacity across the United States on average in 2021, according to S&P Global Market;

•

accelerated retirement of coal plants with over 10 GW of coal retirement planned from 2019 to 2025 and an incremental 10 GW from 2025 to 2030, bringing total coal capacity to less than 15 GW in the region;

•

higher renewable energy portfolio standards relative to other markets within the United States;

•

an increasingly coordinated and regionalized western electricity market;

•

stronger public support for the transition away from fossil fuel generation; and

•

community choice aggregation policies.

•

Clean Water Act. Clean Water Act permits for the discharge of dredged or fill material into jurisdictional waters (including wetlands), and for water discharges such as storm water runoff associated with construction activities, may be required. Renewable energy project developers may also be required to mitigate any loss of wetland functions and values. Finally, renewable energy project developers may be required to follow a variety of best management practices to ensure that water quality is protected and the environmental impacts of the project are minimized (e.g., erosion control measures).

•

Environmental Reviews. Renewable energy projects may be subject to federal, state, or local environmental reviews, including under the federal National Environmental Policy Act (“NEPA”), which requires federal agencies to evaluate the environmental effects of all major federal actions affecting the quality of the human environment. The NEPA process, especially if it involves preparing a full Environmental Impact Statement, can be time consuming and expensive. As noted above, renewable energy projects may be subject to similar environmental review requirements at the state and local level in jurisdictions with NEPA equivalents, such as the California Environmental Quality Act in California.

•

Threatened, Endangered and Protected Species. Federal agencies considering the permit applications for renewable energy projects are required to consult with the United States Fish and Wildlife Service to consider the effect on potentially affected threatened and endangered species and their habitats under the federal Endangered Species Act. Renewable energy projects are also required to comply with the Migratory Bird Treaty Act and the Bald and Golden Eagle Protection Act, which protect migratory birds and bald and golden eagles, respectively. Most states also have similar laws. Federal and state agencies may require project developers to conduct avian and bat risk assessments prior to issuing permits for solar energy projects, and may also require ongoing monitoring and mitigation activities or financial compensation.

•

Historic Preservation. Federal and state agencies may be required to consider a renewable energy project’s effects on historical or archaeological and cultural resources under the federal National Historic Preservation Act or similar state laws. Ongoing monitoring, mitigation activities or financial compensation may also be required as a condition of conducting project operations.

•

Clean Air Act. Certain operations may be subject to federal, state, or local permitting requirements under the Clean Air Act, which regulates the emission of air pollutants, including greenhouse gases.

•

Local Regulations. Renewable energy projects are also subject to local environmental and land use requirements, including county and municipal land use, zoning, building, water use, and transportation requirements. Permitting at the local municipal or county level often consists of obtaining a special use or conditional use permit under a land use ordinance or code, or, in some cases, rezoning in connection with the project.

•

Management, Disposal, and Remediation of Hazardous Substances. Renewable energy projects and materials handled, stored, or disposed of on project properties may be subject to the federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), and analogous state laws. Environmental liability may arise under CERCLA for contamination that occurred prior to a project developer’s ownership of or operations at a particular site. Project developers could be responsible for the costs of investigation and cleanup, and for any related liabilities, including claims for damage to property, persons, or natural resources. Such responsibility may arise even if the project developer was not at fault and did not cause, or was not aware of, the contamination. To limit exposure to such environmental liability related to the land where a project is constructed, a developer may, prior to executing a lease or purchase agreement for the property, commission an environmental site assessment (that is, a Phase I Environmental Site Assessment). That Phase I Environmental Site Assessment is a necessary, but not sufficient, requirement if the project developer plans to attempt to take advantage of the bona fide prospective purchaser defense against CERCLA liability.

*	Co-invest subsidiaries include wholly or partially owned entities which were formed in connection with partnerships with Israeli institutions that co- invest in certain of our renewable energy projects.

**	Project subsidiaries include wholly or partially owned entities which were formed in connection with one or more renewable energy projects.

2008	Our Founding
2009	First project finance closed in Israel for rooftop solar energy project
2010	Listing on the Tel Aviv Stock Exchange
2011	Initiation of onshore wind energy development activities in Israel
2012	First solar energy project in Europe
2013	Onset of construction of Halutzyut, the largest solar energy project in Israel at the time
2014	First wind energy project in Europe
2015	Commercial operation of Halutzyut
2016	Entry into the Balkan wind energy market
2017	Entry into the Hungarian solar energy market
2018	Acquisition of the biggest onshore wind energy project under development in Spain
2019	Entry into the Swedish wind energy market
2020	Acquisition of Björnberget, one of the largest onshore wind energy farms in Europe
2021	Entry into the United States through the Clēnera Acquisition
Q1 2022	Doubling of Operational Projects to 717 MW capacity, including the first major wind energy project in Israel
Q1 2023	Listing on Nasdaq

•

certain amount of the proceeds, as determined in the Repayment Schedule, is recorded as principal payments made by the regulator to repay the Financial Asset (the “Repayments”), which do not appear in the profit and loss statement in our financial statements;

•

certain amount of the proceeds, reflecting the interest payments made by the regulator to repay the Financial Asset, is recorded as finance income (“Interest Income” and, together with the Repayments, “Financial Asset Payments”); and

•

the remaining amount of the proceeds, if any, are recorded as revenue from the operation of renewable energy facilities.

•

$32.9 million recorded as Financial Asset Payments, which appears in our cash flow statement under cash flow from operations; and

•

$11.3 million recorded as revenue from the operation of renewable energy facilities.

•

$17.6 million recorded as Financial Asset Payments, which appears in our cash flow statement under cash flow from operations; and

•

$7.1 million recorded as revenue from the operation of renewable energy facilities.

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Proceeds from the sale of electricity by Financial Asset Projects		$	24,673			$	44,136			$	(19,463	)			(44	)%
Proceeds from the sale of electricity recorded as Financial Asset Payments			17,578				32,859				(15,281	)			(47	)%
Proceeds from the sale of electricity recorded as revenue			7,095				11,277				(4,182	)			(37	)%

		Year ended December
		2022				2021
		(in thousands)
Revenues		$	192,172			$	102,461
Cost of sales			(40,438	)			(21,777	)
Depreciation and amortization			(40,563	)			(19,446	)
Gross profit			111,171				61,238
General and administrative expenses			(28,739	)			(15,569	)
Development expenses			(5,587	)			(4,716	)
Transaction costs in respect of acquisition of activity in the United States			-				(7,331	)
Other income			13,767				778
Operating profit			90,612				34,400
Finance income			23,341				30,333
Finance expenses			(62,591	)			(37,175	)
Total finance expenses, net before early prepayment fee			(39,250	)			(6,842	)
Pre-tax profit before early prepayment fee			51,362				27,558
Early prepayment fee			-				—
Profit (loss) before tax and equity gains (loss)			51,362				27,558
Share of (loss) profits of equity accounted investees			(189	)			(306	)
Profit (loss) before income taxes			27,369				51,056
Taxes on income			(5,694	)			(12,943	)
Profit (loss)		$	21,675			$	38,113
Profit (loss) for the year attributed to:
Owners of the Company			11,217				24,749
Non-controlling interests			10,458				13,364

		Year ended December
		2022				2021
Revenues			100	%			100	%
Cost of sales			(21.0	)			(21.2	)
Depreciation and amortization			(21.1	)			(19.0	)
Gross profit			57.8				59.8
General and administrative expenses			(15.0	)			(15.2	)
Selling, marketing and project promotion expenses			-				-
Development expenses			(2.9	)			(4.6	)
Transaction costs in respect of acquisition of activity in the United States			0				(7.2	)
Other income			7.2				0.7
Operating profit			47.2				33.6
Finance income			12.1				29.6
Finance expenses			(32.6	)			(36.3	)
Total finance expenses, net before early prepayment fee			(20.4	)			(6.7	)
Pre-tax profit before early prepayment fee			26.7				26.9
Early prepayment fee			-				—
Profit (loss) before tax and equity gains (loss)			26.7				26.9
Share of (loss) profits of equity accounted investees			(0.2	)			(0.2	)
Profit (loss) before income taxes			26.5				26.7
Taxes on income			(6.7	)			(5.5	)
Profit (loss) for the year			19.8				21.2	%
Profit (loss) for the year attributable to:
Owners of the Company			12.9				10.9	%
Non-controlling interests			6.9				10.21

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Electricity and operation of facilities		$	181,058			$	94,309			$	86,749				92	%
Construction and management services			11,114				8,152				2,962				36	%
Total revenue		$	192,172			$	102,461			$	89,711				88	%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Cost of sales:
Operating and maintenance		$	33,279			$	15,663			$	17,616				112	%
Construction and management services			7,159				6,114				1,045				17	%
Total cost of sales		$	40,438			$	21,777			$	18,661				86	%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
General and administrative expenses		$	28,739			$	15,569			$	13,170				85	%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Development expenses		$	5,587			$	4,716			$	871				18	%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Transactions costs in respect of acquisition of activity in the United States			-			$	7,331			$	(7,331	)			(100	)%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Finance income		$	23,341			$	30,333			$	(6,992	)			(23	)%
Finance expense			(62,591	)			(37,175	)			(25,416	)			(68	)%
Total Finance Income/(Expense)		$	(39,250	)			(6,842	)		$	(32,408	)			474	%

		Year Ended December 31,								Period-over-Period Change
		2022				2021				Dollar				Percentage
		(in thousands, except percentages)
Adjusted EBITDA		$	129,935			$	66,211			$	63,724				96	%

		For the Year Ended December 31,
		2022				2021
		(in thousands)

Net Income		$	38,113			$	21,675
Depreciation and amortization			42,267				20,500
Share based compensation			8,673				3,980
U.S. acquisition expense			0				7,331
Other income*			(11,617	)			0
Finance income			(23,341	)			(30,333	)
Finance expenses			62,591				37,175
Share of losses of equity accounted investees			306				189
Taxes on income			12,943				5,694
Adjusted EBITDA		$	129,935			$	66,211

•

constructing our projects (including equipment costs, EPC costs and other construction costs);

•

project origination initiatives to produce Mature Projects (including development expenditures, security deposits, letters of credit, equipment deposits and project acquisitions);

•

general and administrative expenses and other overhead costs;

•

liquidity reserve for unforeseen events; and

•

other growth-related investment opportunities.

Series		Debt Outstanding as of December 31, 2022 (USD in millions)*			Effective interest rate			Effective interest rate debt component only			Indexation		Bond rating as of December 31, 2022		Duration (Years)
C		$	151			3.2	%		1.5	%	None		A2.il stable			5.5
D		$	110			3.2	%		3.2	%	None		A2.il stable			5.4
E		$	28			4.4	%		4.4	%	None		Unrated			1.9
F		$	125			3.1	%		3.1	%	None		A2.il stable			2.9

•

the Series E Debentures are not linked to any index or currency;

•

the Series E Debentures are repayable in 13 payments, including 12 semi-annual payments, each at a rate of 3.5% of the principal amount and an additional payment, at a rate of 58.0% of the principal amount, which will be paid on March 1, 2025;

•

the Series E Debentures bear a fixed annual interest to be paid semi-annually, in March and September of each of the years 2018 to 2025 (inclusive). The Series E Debentures effective interest rate is approximately 4.4%;

•

the Series E Debentures is not secured by any collateral or other security; and

•

so long as the Series E Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 200 million (approximately $56.5 million);

•

the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive financial statements (audited or reviewed);

•

should standalone net financial debt exceed NIS 10 million (approximately $2.8 million), and the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 20% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.

•

the Series F Debentures are not linked to index or currency;

•

the Series F Debentures are repayable in seven payments, including six annual payments, each at a rate of 8.0% of the principal amount and an additional payment at a rate of 52.0% of the principal amount, which will be paid on September 1, 2026;

•

the Series F Debentures bear a fixed annual interest to be paid semi-annually, in March and September of each of the years 2019 to 2026 (inclusive). The Series F Debentures weighted average effective interest rate is approximately 3.1%;

•

the Series F Debentures is not secured by any collateral or other security; and

•

so long as the Series F Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 375 million (approximately $105.9 million);

•

the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive financial statements (audited or reviewed);

•

should standalone net financial debt exceed NIS 10 million (approximately $2.8 million), the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 20% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.

•

the Series C Debentures are not linked to index or currency;

•

the Series C Debentures are repayable in a single payment on September 1, 2028;

•

the Series C Debentures weighted average interest rate and effective interest rate is approximately 1.5% and 3.2%, respectively. The effective interest rate takes into account the embedded value of the equity component of the convertible bond;

•

the unpaid principal balance of the Series C Debentures is convertible into ordinary shares, according to the following schedule: from the date of listing of the Series C Debentures on the TASE and until December 31, 2023, each NIS 9.0 (or approximately $2.50) par value of the Series C Debentures will be convertible into one of our ordinary shares; and (ii) from January 1, 2024 to August 22, 2028, each NIS 24.0 (or approximately $6.80) par value of the Series C Debentures will be convertible into one of our ordinary shares;

•

the Series C Debentures is not secured by any collateral or other security; and

•

so long as the Series C Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $353.1 million);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.

•

the Series D Debentures are not linked to index or currency;

•

the Series D Debentures are repayable two payments, each at a rate of 50% of the principal amount, on September 1, 2027 and 2029;

•

the Series D Debentures bear a fixed annual interest of 1.5%, to be paid semi-annually, in March and September of each of the years 2021 to 2029 (inclusive);

•

the Series D Debentures effective interest rate is approximately 3.15%;

•

the Series D Debentures is not secured by any collateral or other security; and

•

so long as the Series D Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $353.1 million);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.

•

the facility period shall be 18 months following the date of provision of credit;

•

repayment of principal will be made in one payment, 60 months after the date of provision of credit. The interest will be paid on a quarterly basis; and

•

so long as the Credit Facilities remain outstanding, we are required to meet the following covenants:

•

to submit routine and standard reports to the Lenders;

•

to maintain a rating of Baa3.il, or a corresponding rating, from one of the local rating agencies (Maalot or Midroog), or from one of the international rating agencies (Moody’s and/or S&P);

•

to maintain a current negative pledge and a negative pledge in favor of the Lenders, in respect of proceeds which will be received by some of our subsidiaries, as defined in the Credit Agreements;

•

to maintain our total equity, as defined in the Credit Agreements, above a total of NIS 1 billion (or approximately $282.5 million);

•

the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive quarters;

•

the result obtained by dividing the net financial debt ratio by operating profit for debt service, on a consolidated basis, will not exceed 18 during two consecutive quarters; and

•

the equity to total balance sheet ratio, on a standalone basis in our separate financial information, as defined in the Credit Agreements, will not fall below 20% during two consecutive quarters.

		Year ended December 31,
		2022				2021
		(in millions)
Net cash provided by operating activities		$	90.4			$	52.0
Cash from financing activities
Project level finance net of repayments			431.9				331.1
Project level tax equity			—				—
Project level cash from equity partners net of distributions			14.1				65.6
Holding company debt issuance net of repayments			31.1				196.8
Holding company equity issuance			206.6				175.1
Deferred financing costs			(5.0	)			(10.0	)
Other			6.0				(6.3	)
Total Sources		$	684.7			$	752.3
Net cash used in investing activities
Capital Expenditures and acquisition expenses		$	818.1			$	640.4
Short term investments			1.9				4.2
Total Uses			820.0				644.6
Net change in cash		$	(44.9	)		$	159.7

		Year ended December 31,
		2022				2021
		(in thousands)
Net cash provided by (used in) operating activities		$	90,376			$	52,023
Cash provided by (used in) investing activities			(820,000	)			(644,638	)
Cash generated from financing activities			684,741				752,314

Name		Age		Position
Executive Officers
Gilad Yavetz(3)		52		Chief Executive Officer and Director
Nir Yehuda		47		Chief Financial Officer
Amit Paz		56		Senior Vice President of Engineering Contracting and Procurement
Ilan Goren		50		Vice President of Global Project Development, Israel Business Development and Construction
Michael Avidan		47		Vice President, North America of Enlight Renewable Energy Ltd. and President of Enlight Renewable Energy LLC
Non-Employee Directors
Yair Seroussi(3)		67		Chairman of the Board
Liat Benyamini(1)(2)(4)		46		Director
Michal Tzuk(2)(4)		46		Director
Noam Breiman(2)(4)		52		Director
Dr. Shai Weil(2)		53		Director
Yitzhak Betzalel(1)(2)		57		Director
Zvi Furman(1)(3)(4)		74		Director

(1)	Member of the audit committee

(2)	Member of the compensation committee

(3)	Member of the nominating committee

(4)	Member of the environmental, social and governance committee

Board Diversity Matrix As of the date of this Annual Report
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	2	6	0	0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

•

at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favor of the compensation package, excluding abstentions; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2.0% of the aggregate voting rights in the company.

 

•

Mr. Gilad Yavetz, Chief Executive Officer. Compensation expenses recorded in 2022 of $0.39 million in salary expenses and $0.05 million in social benefits costs.

•

Mr. Amit Paz, Senior Vice President of Engineering and Operations. Compensation expenses recorded in 2022 of $0.25 million in salary expenses and $0.05 million in social benefits costs.

•

Ms. Nir Yehuda, Chief Financial Officer. Compensation expenses recorded in 2022 of $0.25 million in salary expenses and $0.04 million in social benefits costs.

•

Mr. Ilan Goren, Vice President of Global Development, Israel Business Development and Construction. Compensation expenses recorded in 2022 of $0.21 million in salary expenses and $0.04 million in social benefits costs.

•

Ms. Perach Lerner, Vice President of Regulation and Community Relations. Compensation expenses recorded in 2022 of $0.20 million in salary expenses and $0.04 million in social benefits costs.

•

at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval voted on the proposal are voted in favor (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment that are voted against such appointment does not exceed 2% of the aggregate voting rights in the company.

Our audit committee consists of Liat Benyamini, Yitzhak Betzalel and Zvi Furman, with Liat Benyamini acting as the chairperson. All of the members of our audit committee are independent as such term is defined under the Nasdaq corporate governance rules and under Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members. Our board of directors has determined that all members of our audit committee are financially literate as determined in accordance with Nasdaq rules and that Liat Benyamini qualifies as “audit committee financial expert” as defined by SEC rules. Liat Benyamini, Yitzhak Betzalel and Zvi Furman were approved by our board of directors as having financial and accounting expertise, as provided in the Companies Law.  Our board of directors has determined that each member of our audit committee is “independent”.

•

overseeing the accounting and financial reporting processes of the Company and audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, to ratification by the shareholders

•

pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

reviewing with management and our independent auditor our annual and interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•

recommending to the board of directors the retention and termination of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources to perform its role;

•

reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

•

identifying irregularities in our business administration by, among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

•

reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and

•

establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

•

recommending to the board of directors the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

•

monitoring the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

•

resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•

exempting, under certain circumstances, transactions with our chief executive officer from the approval of our shareholders.

•

recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law;

•

reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;

•

reviewing and making recommendations to the Board regarding director compensation;

•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and

•

administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.]

•

at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval, which are voted at the meeting, are voted in favor (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the approval, which are voted against such approval, does not exceed 2% of the aggregate voting rights in the company.

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position, responsibilities and prior compensation agreements with him or her;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company;

•

if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under which he or she is leaving the company.

•

with regard to variable components:

•

with the exception of office holders who report directly to the chief executive officer, means of determining the variable components on a long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, while taking into account such office holder’s contribution to the company; and

•

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant.

•

a clawback provision pursuant to which the officer will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

•

advancing our goals, work plan and policies in the long-term;

•

creating appropriate incentives for our officers, taking into account, among other things, our risk management policy;

•

the high level of responsibility and complexity of the role of our officers;

•

our size, our profitability and the nature of our activities; and

•

the contribution of the office holder to the achievement of our goals and attaining profits, with a long-term perspective and in accordance with the position of the office holder.

•

recommending to our board of directors our general strategy, including, but not limited to, environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to us (collectively, “ESG Matters”);

•

overseeing our policies, practices and performance with respect to ESG Matters;

•

overseeing our reporting standards in relation to ESG Matters;

•

reporting to our board of directors about current and emerging topics relating to ESG Matters that may affect our business, operations, performance or public image or are otherwise pertinent to us and our stakeholders and, if appropriate, detail actions taken in relation to the same; and

•

advising our board of directors on shareholder proposals and other significant stakeholder concerns relating to ESG Matters.

•

information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and

•

all other important information pertaining to these actions.

•

refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her personal affairs;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and

•

disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.

•

an amendment to the company’s articles of association;

•

an increase of the company’s registered share capital;

•

a merger; or

•

interested party transactions that require shareholder approval.

•

a financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that no indictment was filed against such office holder as a result of such investigation or proceeding and no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law of 1968 (the “Israeli Securities Law”).

•

a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder;

•

a financial liability imposed on the office holder in favor of a third party;

•

a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law.

•

a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•

an act or omission committed with intent to derive illegal personal benefit; or

•

a fine, monetary sanction or forfeit levied against the office holder.

(1)

Consists of (i) 10,593,823 ordinary shares and (ii) Series C debentures convertible into 829,748 ordinary shares, each beneficially 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 our knowledge, the ultimate controlling shareholder of Migdal is Mr. Shlomo Eliyahu. The address of Migdal is Efal 4, Petach Tikva, Israel.

(2)

Consists of (i) 8,054,313 ordinary shares and (ii) Series C debentures convertible into 1,430 ordinary shares, each 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 our 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.

(4)

Consists of (i) 8,258,419 ordinary shares and (ii) Series C debentures convertible into 743,512 ordinary shares, 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 our 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 (i) 6,964,423 ordinary shares and (ii) Series C debentures convertible into 130,471 ordinary shares, each beneficially owned by Meitav Dash Investments Ltd. (“Meitav”) and entitles under its control. Meitav is a public company with shares traded on the TASE. To our 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 (i) 796,198 ordinary shares beneficially owned directly by Mr. Yavetz and (ii) 996,772 ordinary shares subject to options held by Mr. Yavetz that are exercisable within 60 days of March 15, 2023.

(7)	Consists of (i) 1,400 ordinary shares beneficially owned directly by Mr. Yehuda and (ii) 245,639 ordinary shares subject to options held by Mr. Yehuda that are exercisable within 60 days of March 15, 2023.

(8)	Consists of (i) 765,468 ordinary shares beneficially owned directly by Mr. Paz and (ii) 789,396 ordinary shares subject to options held by Mr. Paz that are exercisable within 60 days of March 15, 2023.

(9)	Consists of 150,931 ordinary shares subject to options held by Mr. Goren that are exercisable within 60 days of March 15, 2023.

(10)	Consists of 17,688 ordinary shares subject to options held by Mr. Avidan that are exercisable within 60 days of March 15, 2023.

(11)	Consists of 298,250 ordinary shares subject to options held by Mr. Seroussi that are exercisable within 60 days of March 15, 2023.

(12)	Consists of 40,552 ordinary shares beneficially owned directly by Mr. Weil.

•

amortization of the cost of purchased patent, rights to use a patent, and know-how, which are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised;

•

under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and

•

expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

•

the quorum requirement for shareholder meetings. As permitted under the Companies Law, pursuant to our Articles of Association, the quorum required for an ordinary meeting of shareholders generally consists of at least one shareholder present in person, by proxy or by other voting instrument in accordance with the Companies Law who holds or represents at least 25% of the outstanding voting power of our ordinary shares (and if the meeting is adjourned for a lack of quorum, in the event that a quorum as defined above is not present, the adjourned meeting will take place with any number of shareholders). This quorum standard replaces the 33 1⁄3% of the issued share capital required under the corporate governance rules of Nasdaq;

•

the Nasdaq Stock Market Rule 5635(c), which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants. With respect to the circumstances described above, we expect to follow Israeli law which does not require approval of our shareholders with respect to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants within the limit and subject to the terms of the delegation granted to our board of directors in the form (and within the limits and conditions) of our registered share capital; and

•

the Nasdaq Stock Market Rule 5605(e), which requires independent director oversight of director nominations. With respect to this requirement, we intend to follow Israeli law which does not require such oversight.

		Incorporation by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed / Furnished
1.1	Amended and Restated Articles of Association of the Registrant.	F-1	333-269311	3.2	1/20/2023
2.1	Description of Securities.					*
2.2	Specimen share certificate.	F-1	333-269311	4.1	1/20/2023
4.1#†	Form of Indemnification Agreement	F-1	333-269311	10.1	1/20/2023
4.2#†	2010 Employee Option Allocation Plan					*
4.3†	Compensation Policy for Directors and Officers.	6-K	001-41613	99.1	2/24/2023

4.6	Summary of Credit Agreement Framework, dated as of July 5, 2021 and amended on March 8, 2022, between Enlight Renewable Energy Ltd. and Bank Leumi Le-Israel B.M.	F-1	333-269311	10.6	1/20/2023
4.6	Summary of Credit Agreement Framework, dated as of July 5, 2021, between Enlight Renewable Energy Ltd. and Bank Hapoalim B.M.	F-1/A	333-269311	10.7	2/6/2023
8.1	List of subsidiaries of the Registrant.	F-1	333-269311	21.1	1/20/2023
12.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
12.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
13.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
13.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					*

101.DEF	Inline XBRL Taxonomy Definition Linkbase Document.					*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.					*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.					*
104	Inline XBRL for the cover page of this Annual Report on Form 20-F, included in the Exhibit 101 Inline XBRL Document Set.					*
*	Filed herewith.
**	Furnished herewith.
#	Unofficial English translation from Hebrew original.

†	Indicates management contract or compensatory plan or arrangement.