ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St. 

Afek Industrial Park 

Rosh Ha’ayin 4809249 

Israel

NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS 

To Be Held on December 9, 2026

An Annual General Meeting of shareholders of Enlight Renewable Energy Ltd. (the “Company”) will be held at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, on December 9, 2026, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the “General Meeting”), for the following purposes:

The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 will be presented for discussion at the General Meeting.

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

Board Recommendation

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

Record Date

Only holders of record of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), at the close of business on November 2, 2026 (the “Record Date”) will be entitled to receive notice of and to vote at the General Meeting.

How You Can Vote

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

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

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

Rosh Ha’ayin, Israel

October 28, 2026

ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St. 

Afek Industrial Park 

Rosh Ha’ayin 4809249 

Israel

PROXY STATEMENT

FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS 

TO BE HELD ON DECEMBER 9, 2026

This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of Enlight Renewable Energy Ltd. (the “Company”) in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies for use at an annual general meeting of shareholders (the “General Meeting”), to be held on December 9, 2026, at 4:00 p.m. Israel time, at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, or at any adjournments or postponements thereof.

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

The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 will be presented for discussion at the General Meeting.

Shareholders Entitled to Vote

Only shareholders of record at the close of business on November 2, 2026 (the “Record Date”) will be entitled to receive notice of, and to vote on the matters to be presented at, the General Meeting. At the close of business on October 21, 2026, the Company had outstanding 140,001,970 Ordinary Shares. In the event of two or more shareholders that are joint holders of a share and are present and voting, only the vote of the head of the joint owners present and voting will be taken into consideration, and the votes of the other joint owners will not. For this purpose, the head of the joint owners will be considered the person whose name is recorded first in the register of shareholders from those present and voting.

How You Can Vote

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

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

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

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

Expenses and Solicitation

The Board of Directors is soliciting proxies for use at the General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to the shareholders on or about November 5, 2026. In addition to solicitation of proxies from the shareholders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company will bear the cost of the solicitation of the proxies, including postage, printing and handling and will reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares.

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

Change or Revocation of Proxy

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

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

Quorum and Vote Required for Approval of Each of the Proposals

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

Pursuant to the Companies Law, the approval of all proposals in this Proxy Statement requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented.

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

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

Other Matters

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies will vote according to their own judgment on those matters. One or more shareholders holding at least one percent (1%) of the Company’s total voting rights may present proposals for consideration at the General Meeting by submitting their proposals to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, no later than the close of business on November 4, 2026. If the Company determines that a shareholder’s proposal is suitable for discussion at the General Meeting, a revised agenda will be published by the Company.

Voting Results

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

Reporting Requirements

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

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

COMPENSATION OF EXECUTIVE OFFICERS

For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers in the year ended December 31, 2025, see Item 6.B. of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”), a copy of which is available on the SEC’s website at http://www.sec.gov or on the Company’s website at https://enlightenergy.com.

CORPORATE GOVERNANCE

According to the Company’s Amended and Restated Articles of Association (the “Articles of Association”), the number of Company directors must not be less than five (5) nor more than thirteen (13). The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting, the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.

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

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

Committees of the Company’s Board of Directors

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

Other Corporate Governance Practices

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

DIVERSITY OF THE BOARD OF DIRECTORS

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

BENEFICIAL OWNERSHIP OF THE COMPANY’S ORDINARY SHARES

The beneficial ownership of Ordinary Shares is determined in accordance with the SEC rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, Ordinary Shares subject to options or other rights that are exercisable on or within 60 days of October 21, 2026 are deemed to be outstanding and to be beneficially owned by the person holding the options or other rights for the purposes of calculating the percentage ownership of that person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. The percentage of Ordinary Shares beneficially owned is based on 140,001,970 Ordinary Shares outstanding as of October 21, 2026.

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

* Indicates ownership of less than 1%.

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

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

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

PROPOSAL NO. 1

APPOINTMENT OF AUDITORS

At the General Meeting, shareholders will be asked to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services. Somekh Chaikin has no relationship with the Company or with any affiliate of the Company except to provide audit services and tax consulting services.

The following table sets out the total amount paid by the Company to Somekh Chaikin for services performed in the years ended December 31, 2025 and 2024, and breaks down these amounts by category of service:

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

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

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

“RESOLVED, to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.”

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

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

PROPOSAL NO. 2

ELECTION OF DIRECTORS

Background

Pursuant to the Company’s Articles of Association, the number of Company directors must not be less than five (5) nor more than thirteen (13). The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting, the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election.

The term of office of each of the current directors of the Company expires at the General Meeting. Therefore, at the General Meeting, shareholders will be asked to elect Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman. The Board of Directors has recommended and approved that the foregoing individuals be nominated for election at the General Meeting. If elected at the General Meeting, Mr. Yavetz, Mr. Seroussi, Ms. Benyamini, Ms. Tzuk, Ms. Felder, Dr. Weil, Mr. Betzalel and Mr. Furman will each serve until the 2027 annual general meeting of shareholders, and until his or her respective successor has been duly elected or appointed, or until his or her office has been vacated in accordance with applicable law or the Articles of Association. The Company is not aware of any reason why any of the nominees, if elected, would be unable or unwilling to serve as a director.

Each of Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman has attested to the Board of Directors and to the Company that he or she, as applicable, meets all the requirements in connection with the election of directors under the Companies Law. In addition, the Board of Directors has determined that each of the nominees qualifies as an independent director under the applicable requirements of Nasdaq and the relevant rules of the SEC, except Mr. Gilad Yavetz, who is not independent by virtue of having served as our Chief Executive Officer until October 2025.

Since the last annual general meeting of shareholders in 2025, each director nominated for election has attended more than 90% of the meetings of the Board and the respective Board committees on which he or she served during such time.

Compensation of the Directors

Each of our directors (other than the Executive Chairman and Vice Chairman) receives an annual cash retainer of up to NIS 113,427 (or approximately $36,708, based on a New Israeli Shekel to United States Dollar exchange rate of NIS 3.09 to USD 1.0 published by the Bank of Israel on October 21, 2026 (the “NIS to USD Exchange Rate”)) with an additional payment for service on the Board and its committees of NIS 4,224 (or approximately $1,367, based on the NIS to USD Exchange Rate) per meeting. These amounts are based on, and aligned with, the Israeli Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, and include a 10% increase over the fixed amount, while not exceeding the maximum amount, as defined therein.

The Executive Chairman of our Board, Mr. Yavetz, receives an annual cash payment of NIS 1.416 million (or approximately $458,252, based on the NIS to USD Exchange Rate). In September 2025, as part of his terms of engagement as Executive Chairman, our shareholders approved a grant of 345,927 stock options, 6,726 restricted share units (“RSUs”) and 76,055 performance-based restricted share units (“PSUs”) to Mr. Yavetz. The options, RSUs and PSUs, granted under the Company’s 2010 Employee Option Allocation Plan (the “2010 Plan”), will vest in four equal annual installments of 25% each, so long as Mr. Yavetz serves as an office holder of the Company.

The Vice Chairman of our Board, Mr. Seroussi, receives an annual cash payment of NIS 600,000 (or approximately $194,175, based on the NIS to USD Exchange Rate). In September 2025, as part of his terms of engagement as Vice Chairman, our shareholders approved the grant of 51,574 stock options and 11,339 PSUs to Mr. Seroussi. The options and PSUs, granted under the Company’s 2010 Plan, will vest in four equal annual installments of 25% each, so long as Mr. Seroussi serves as an office holder of the Company. Mr. Seroussi is required to dedicate the equivalent of 40% of the time required by a full-time position to his role as Vice Chairman of our Board of Directors.

If re-elected to the Board of Directors and Proposal 3 of this Proxy Statement is approved by the shareholders, each of our directors (other than our Executive Chairman and Vice Chairman) will be entitled to the equity compensation described in such proposal.

In addition, each director benefits from coverage under the Company’s directors and officers liability insurance policies and from a letter of indemnification provided to such directors by the Company.

For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers, including Mr. Yavetz, for the year ended December 31, 2025, see Item 6.B. of the Company’s Annual Report.

Background of the Directors

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

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

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

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

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

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

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

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

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

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

“RESOLVED, to elect each of the following nominees to the Board of Directors of the Company, to hold office until the close of the Company’s annual general meeting to be held in 2027, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated:

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

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

PROPOSAL NO. 3

GRANT OF RESTRICTED SHARE UNITS TO MEMBERS OF THE BOARD OF DIRECTORS

Background

The Company’s Compensation Committee and Board of Directors have each approved, and recommended that the Company’s shareholders approve, the grant of 2,502 RSUs to each member of our Board of Directors, other than the Executive Chairman and Vice Chairman (the “Eligible Directors”). For information about the compensation of the Executive Chairman and Vice Chairman, refer to Proposal 2 in this Proxy Statement.

If approved by shareholders at the General Meeting, the RSUs will be awarded without consideration on or about April 21, 2027, the final vesting date for the previous grant of RSUs to directors in 2024, to all Eligible Directors serving at such time. The RSUs will automatically convert into an equal number of Ordinary Shares of the Company upon vesting, which will occur in three equal annual installments of 33 1/3%, with the first installment to vest one year from the grant date and an additional 33 1/3% to vest on each annual anniversary of the vesting date thereafter. The RSUs will be granted under our 2010 Plan and the Compensation Policy and will be subject to their terms, including with respect to any adjustment and acceleration mechanisms, as well as the relevant grant letter or agreement.

To develop the RSU grant recommendations, the members of the Compensation Committee and Board were presented with comparative data regarding equity compensation for non-executive directors in companies with similar market characteristics. The members of the Compensation Committee and Board believe that the proposed grants are on market terms and are in line with customary and acceptable practices regarding remuneration of directors in Israeli and dually listed companies with similar characteristics. Furthermore, the Compensation Committee and Board are of the opinion that the value of the proposed grants would not create an unwanted risk incentive for our directors.

The Ordinary Shares of the Company received upon vesting of the RSUs will be registered for trading on the TASE. In addition, such Ordinary Shares will also be subject to the registration statement on Form S-8 filed by the Company with the SEC.

Detail Regarding Director Compensation

The following is a breakdown of the compensation expected to be paid in 2027 to each of the Eligible Directors (in terms of cost to the Company, in NIS thousands), including the proposed RSU awards, in accordance with the sixth addendum to the Israeli Securities Regulations (Periodic and Immediate Reports), 1980¹:

¹ Assumes that each of the Eligible Directors will be elected pursuant to Proposal 2 of this Proxy Statement.

² Equity-based Compensation for 2027 covers the full year. For January through April 2027, it reflects the value attributable to RSUs granted in 2024, which complete vesting in April 2027. For May through December 2027, it reflects the value attributable to the new RSU grant proposed to be made to Eligible Directors in April 2027.

³ Assumes that the number of committee and Board meetings to be held in 2027 will be identical to the number expected to be held in 2026 (based on the actual number of such meetings held through September 30, 2026, and the estimated number for the remainder of 2026), and assumes full attendance.

* Indicates ownership of less than 1%.

Rationale for Proposed Equity Grant

The Compensation Committee and Board believe that awarding the proposed equity compensation will allow the Company to provide Eligible Directors with appropriate and balanced incentives that are consistent with the scope and nature of the Company’s operations. The Compensation Committee and Board further believe that awarding RSU compensation creates an appropriate correlation between the price of our Ordinary Shares and the interests of our shareholders, on the one hand, and the compensation of our directors, on the other. Additionally, the proposed equity compensation awards are in accordance with the terms of our Compensation Policy, which provides, among other provisions, that equity compensation awards to directors shall not exceed 50% of a director’s total annual compensation.

The Compensation Committee and Board are of the opinion that awarding the proposed equity compensation promotes the goals and objectives of the Company and its policies from a long-term perspective, appropriately considers the risks associated with the Company’s operations, and adjusts the components of the compensation package to the size of the Company and the nature of its operations.

In accordance with the above, the Compensation Committee and Board are of the opinion that the proposed RSU grants to our Eligible Directors are in the best interests of the Company, in accordance with the Companies Law, and are fair and reasonable under the circumstances.

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

“RESOLVED, to approve the grant of 2,502 restricted share units to each director of the Company, other than the Executive Chairman and Vice Chairman.”

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

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

OTHER BUSINESS

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

SHAREHOLDER PROPOSALS FOR 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Under the Companies Law and the Company’s Articles of Association, shareholders who severally or jointly hold at least 1% of the Company’s outstanding voting rights are entitled to request that the Board of Directors include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting. To be considered for inclusion in the Company’s proxy statement for our 2027 annual general meeting of shareholders pursuant to the Companies Law, shareholder proposals must be in writing and must be properly submitted to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, and must otherwise comply with the requirements of the Companies Law. The written proposal must be received by the Company not later than the seventh calendar day following the day on which the Company calls and provides notice of the 2027 annual general meeting of shareholders.

The Company currently expects that the agenda for the annual general meeting of shareholders to be held in 2027 will include, among others, (1) the election (or re-election) of directors; (2) the approval of the appointment (or re-appointment) and compensation of the Company’s auditors; and (3) presentation for discussion of the financial statements of the Company for the year ended December 31, 2026.

NON-IFRS FINANCIAL MEASURES

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements contained in this Proxy Statement other than statements of historical fact, including, without limitation, statements regarding the proposed grant of RSUs to Eligible Directors, including the anticipated timing, terms and vesting of such grant; the compensation expected to be paid to Eligible Directors in 2027, including assumptions regarding the number of Board and committee meetings to be held and attendance at such meetings; the expected benefits of the proposed equity compensation, including its anticipated impact on director incentives and alignment with shareholder interests; and the Company’s business strategy and plans, are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to site suitable land for, and otherwise source, renewable energy projects and to successfully develop and convert them into operational projects, as well as timing of construction of any project; availability of, and access to, interconnection facilities and transmission systems; our ability to obtain and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; construction delays, operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects, as well as cost overruns and delays related to disputes with contractors; disruptions in trade caused by political, social or economic instability in regions where our components and materials are made; our suppliers’ ability and willingness to perform both existing and future obligations; competition from traditional and renewable energy companies in developing renewable energy projects; potential slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current offtake contracts expire; offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects to meet development, operational or performance benchmarks; exposure to market prices in some of our offtake contracts; various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; the dependence of our production and 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, which 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 upset the expectations underlying investments in our technologies; our ability to effectively anticipate and manage cost inflation, interest rate risk, currency exchange fluctuations and other macroeconomic conditions that impact our business; our ability to retain and attract key personnel; our ability to manage legal and regulatory compliance and litigation risk across our global corporate structure; our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well as acts of terrorism or war; changes to existing renewable energy industry policies and regulations that present technical, regulatory and economic barriers to renewable energy projects; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy; our ability to effectively manage the global expansion of the scale of our business operations; our ability to perform to expectations in our new line of business involving the construction of PV systems for municipalities in Israel; our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations, the impact of tariffs on the cost of construction and our ability to mitigate such impact, sanctions, export controls and anti-bribery and anti-corruption laws; our ability to effectively comply with Environmental Health and Safety and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; our performance of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability to continue to secure project financing on attractive terms for our projects; limitations on our management rights and operational flexibility due to our use of tax equity arrangements; potential claims and disagreements with partners, investors and other counterparties that could reduce our right to cash flows generated by our projects; our ability to comply with increasingly complex tax laws of various jurisdictions in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; our ability to obtain tax benefits and credits in the U.S. or other jurisdictions; the unknown effect of the dual listing of our Ordinary Shares on the price of our Ordinary Shares; various risks related to our incorporation and location in Israel, including the ongoing war in Israel, where our headquarters and some of our wind energy and solar energy projects are located; the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control; and other risk factors set forth in the section titled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC, as may be updated in our other documents filed with or furnished to the SEC.

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

ADDITIONAL INFORMATION

The Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s website at https://enlightenergy.com.

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

By Order of the Board of Directors

Lisa Haimovitz

VP, General Counsel
October 28, 2026

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