EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

 
 
ENLIGHT RENEWABLE ENERGY LTD.
13 AMAL ST., AFEK INDUSTRIAL PARK
ROSH HA’AYIN 4809249, ISRAEL
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
   
 
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
   
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
   
 
VOTE BY Mail
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V33529-S84510                                            KEEP THIS PORTION FOR YOUR RECORDS
 
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ENLIGHT RENEWABLE ENERGY LTD.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors recommends you vote FOR the following proposals:
  For
Against
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
Against
Abstain
 
 
 
1.
Approve the amended Compensation Policy for executive officers and directors, substantially in the form attached as Exhibit A.
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
3e.
5,112 restricted share units to Mr. Zvi Furman.
 
 
 
 
    Yes
No
 
 
 
 
 
 
 
 
 
 
 
 
 
 1a.
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in approval of Proposal 1 above? Response required for vote to be counted.
 
 
 
 
 
3f.
5,112 restricted share units to Ms. Michal Tzuk.
 
 
       
 ☐              
                3g.
5,112 restricted share units to Dr. Shai Weil.



 
 
         
 For
Against
Abstain
 
 
 
 
 
 
 
 
 
 
 
2.
Approve the grant of 87,023 restricted share units to, and an amendment to the terms of engagement of, Mr. Gilad Yavetz, the Company’s co-founder, chief executive officer and a director of the Company.
 
 
 
4.
Approve the issuance of an exemption letter to our chief executive officer and each of our directors, exempting them from liability towards the Company under certain limited circumstances.



 
 
 

 
 ☐


 
 
 
 
 
 
     


 


   
 

       
Yes
No
 
 
 
 
 
 
 
 
 
 2a.
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in approval of Proposal 2 above? Response required for vote to be counted.
 
 
 
 
 





 
 
 
 

 


 
 
4a.
The chief executive officer.
 
 
 
               



     
 
 
         




4aa. 
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in approval of Proposal 4a above? Response required for vote to be counted.
Yes 
No
 
 
 
  3.
Approve grants of restricted share units to each of the Company’s directors, other than the chief executive officer, as follows:
 


   



   
     
For
Against  
Abstain 
     ☐  ☐      
 
 
            

 
 
 



 
 
 
 
3a.
14,233 restricted share units to Mr. Yair Seroussi, the Company’s chairman.
 
 


For
Against
 Abstain
 
 
 
 
 
 
     
 
 
 
 
4b.
 Each of our directors.



 
 
    3b.
5,112 restricted share units to Ms. Liat Benyamini.
             
   
                                          
    3c.
5,112 restricted share units to Mr. Yitzhak Betzalel.
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
         
                         
    3d.
5,112 restricted share units to Ms. Alla Felder.
   ☐                
                                       
 
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
         
                                        
 
                               
 
                               
 
Signature [PLEASE SIGN WITHIN BOX]
Date
       
Signature (Joint Owners)
Date
         





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

V33530-S84510

  
ENLIGHT RENEWABLE ENERGY LTD.
 SPECIAL GENERAL MEETING OF SHAREHOLDERS
To be held on April 10, 2024 4:00 p.m. Israel Time
This Proxy Is Solicited On Behalf Of The Board Of Directors

The undersigned shareholder(s) hereby appoint(s) Mr. Nir Yehuda and Ms. Lisa Haimovitz, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ENLIGHT RENEWABLE ENERGY LTD. that the shareholder(s) is/are entitled to vote as of the close of business on March 6, 2024 at the Special General Meeting of Shareholders to be held at
4:00 p.m. Israel time, on April 10, 2024, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, and any adjournment or postponement thereof.
 
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
 
Should any other matter requiring a vote of the shareholders arise, the proxies named above are authorized to vote in accordance with their best judgment in the interest of the Company. Any and all proxies given by the undersigned prior to this proxy are hereby revoked.

Continued and to be signed on reverse side