Enlight Renewable Energy : Immediate Report of Meeting

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

Commission File Number: 001-41613

Enlight Renewable Energy Ltd.

(Translation of registrant's name into English)

13 Amal St., Afek Industrial Park

Rosh Ha'ayin, Israel

+ 972 (3) 900-8700

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F☒ Form 40-F☐

Explanatory Note

Enlight Renewable Energy Ltd. (the "Company") will hold a Special General Meeting of shareholders of the Company (the "Meeting") on April 10, 2024, at 4:00 p.m. Israel time, at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha'ayin 4809249, Israel. The Company hereby furnishes a notice and proxy statement ("Notice and Proxy Statement") and a proxy card ("Proxy Card"), which will be distributed to all shareholders of record as of the close of business on March 6, 2024 in connection with the Meeting:

1. Notice and Proxy Statement with respect to the Meeting, which describes the proposals to be voted on at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting; and
2. ​Proxy Card whereby holders of ordinary shares, par value NIS 0.1 per share, of the Company may vote at the Meeting without attending in person.

The Notice and Proxy Statement and Proxy Card are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.

Incorporation by Reference

Other than as indicated below, the information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The information contained in the Notice and Proxy Statement attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form S-8 (File No. 333-271297).

EXHIBIT INDEX

Exhibit No.

Description

1. Notice and Proxy Statement for the Company's Special General Meeting of Shareholders to be held on April 10, 2024.
2. Proxy Card for the Company's Special General Meeting of Shareholders to be held on April 10, 2024.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Enlight Renewable Energy Ltd.
Date: March 1, 2024	By: /s/ Nir Yehuda
	Nir Yehuda
	Chief Financial Officer
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Exhibit 99.1

ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St.

Afek Industrial Park

Rosh Ha'ayin 4809249

Israel

NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on April 10, 2024

A Special 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 Wednesday, April 10, 2024, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the "Special General Meeting"), for the following purposes:

1. To approve the amended Compensation Policy for executive officers and directors, substantially in the form attached as Exhibit A(the "Amended Compensation Policy").
2. To 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.
3. To approve grants of restricted share units to each of the Company's directors, other than the chief executive officer, as follows:
4. 1. 14,233 restricted share units to Mr. Yair Seroussi, the Company's chairman.
   2. 5,112 restricted share units to Ms. Liat Benyamini.
   3. 5,112 restricted share units to Mr. Yitzhak Betzalel.
   4. 5,112 restricted share units to Ms. Alla Felder.
   5. 5,112 restricted share units to Mr. Zvi Furman.
   6. 5,112 restricted share units to Ms. Michal Tzuk.
   7. 5,112 restricted share units to Dr. Shai Weil.
5. To 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.

The approval of each of Proposals 2, 3 and 4 above is subject to the approval of Proposal 1 above. The Company is currently unaware of any other matters that may be raised at the Special General Meeting.

Board of Directors Recommendation

The Board of Directors has previously approved, and unanimously recommends that you vote "FOR" each of the above proposals, as are described in the 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 Wednesday, March 6, 2024 (the "Record Date") will be entitled to receive notice of and to vote at the Special 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 Special General Meeting, the Board of Directors unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Special 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: [phone], Sunday through Thursday between 10:00 a.m. - 3:00 p.m. Israel time, and will also be made available to the public on the Company's website http://www.enlightenergy.com, the U.S. Securities and Exchange Commission's website at http://www.sec.govand in addition at http://www.magna.isa.gov.ilor http://maya.tase.co.il.

By Order of the Board of Directors,

Yair Seroussi

Chairman of the Board of Directors

Rosh Ha'ayin, Israel

March 1, 2024

ENLIGHT RENEWABLE ENERGY LTD.

13 Amal St.

Afek Industrial Park

Rosh Ha'ayin 4809249

Israel

PROXY STATEMENT

FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON April 10, 2024

This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.1 per share (the "Ordinary Shares"), of Enlight Renewable Energy Ltd. (the "Company") in connection with the solicitation by the Board of Directors of the Company (the "Board of Directors" or the "Board") of proxies for use at the Special general meeting of shareholders (the "Special General Meeting"), to be held on Wednesday, April 10, 2024, 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 Special General Meeting:

1. To approve the amended Compensation Policy for executive officers and directors, substantially in the form attached as Exhibit A(the "Amended Compensation Policy").
2. To 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.
3. To approve grants of restricted share units to each of the Company's directors, other than the chief executive officer, as follows:
4. 1. 14,233 restricted share units to Mr. Yair Seroussi, the Company's chairman.
   2. 5,112 restricted share units to Ms. Liat Benyamini.
   3. 5,112 restricted share units to Mr. Yitzhak Betzalel.
   4. 5,112 restricted share units to Ms. Alla Felder.
   5. 5,112 restricted share units to Mr. Zvi Furman.
   6. 5,112 restricted share units to Ms. Michal Tzuk.
   7. 5,112 restricted share units to Dr. Shai Weil.
5. To 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.

The approval of each of Proposals 2, 3 and 4 above is subject to the approval of Proposal 1 above.

Shareholders Entitled to Vote

Only shareholders of record at the close of business on Wednesday, March 6, 2024 (the "Record Date") will be entitled to receive notice of, and to vote on the matters to be presented at, the Special General Meeting. At the close of business on January 31, 2024, the Company had outstanding 117,963,310 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 Special 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 Special 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 Special General Meeting for which the Board of Directors recommends a "FOR" vote.

Whether or not you plan to attend the Special 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.

• Shareholders of record are requested to complete, date and sign the enclosed form of proxy and to return it no later than Wednesday, April 10, 2024, at 6:59 a.m. Israel time Tuesday, April 9, 2024) before the Special General Meeting starts), in the pre-addressed envelope provided. Alternatively, such shareholders may vote electronically www.proxyvote.comusing the control number provided with your proxy materials.

(i.e., 11:59 p.m. ET on before such time at

• If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds the shares through Cede & Co. as nominee for The Depository Trust Company, such Ordinary Shares are considered to be held in "street name" and you are the beneficial owner with respect to such Ordinary Shares ("Beneficial Owners"). A Beneficial Owner as of the Record Date has the right to direct the bank, broker or other nominee how to vote Ordinary Shares beneficially owned by such Beneficial Owner at the Special General Meeting. If your Ordinary Shares were held in "street name" as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or other nominee (who is considered, with respect to such Ordinary Shares, as the shareholder of record), together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your Ordinary Shares.
• Shareholders registered in the Company's shareholders register in Israel ("Registered Shareholders") and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange ("TASE" and "TASE Member", respectively) that are included among the Ordinary Shares registered in the Company's shareholders register in Israel under the name of a nominee company in Israel ("Non-registeredShareholders") should deliver or mail (via registered mail) a completed written ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority ("TASE Ballot")) to the Company's offices, c/o Ms. Lisa Haimovitz, 13 Amal St., Afek Industrial Park, Rosh Ha'ayin 4809249, Israel no later than Wednesday, April 10, 2024, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the Special General Meeting starts). By this time, both Registered Shareholders and Non-registered Shareholders must also provide the Company with a copy of their identity card, passport or certificate of incorporation ("Identifying Information"). A TASE Ballot submitted by a Registered Shareholder without Identifying Information attached to it will not be valid. Non-registered Shareholders must also provide the Company with an ownership certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution ("Ownership Certificate"), as required by the Israel Companies Law 5759-1999 (the "Companies Law") and Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. A TASE Ballot submitted by a Non-registered Shareholder without an Ownership Certificate attached to it will not be valid. A Non-registered Shareholder is entitled to receive the Ownership Certificate at the branch of the TASE Member through which such shareholder holds his Ordinary Shares, or request from such TASE Member to deliver it by mail. Such a request shall be provided to the relevant TASE Member in advance, and with respect to a specific securities account. A Non- registered Shareholder may direct the relevant TASE Member to deliver the Ownership Certificate to the Company through the electronic voting system of the Israel Securities Authority (the "Electronic Voting System"). Alternatively, Non-registered Shareholders may vote electronically via the Electronic Voting System, no later than Wednesday, April 10, 2024, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the Special General Meeting starts). A Non-registered Shareholder should receive instructions about electronic voting from the TASE Member through which such Non-registered Shareholder holds his Ordinary Shares.

Execution of a proxy will not in any way affect a shareholder's right to attend the Special 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)").

• Shareholders of record who intend to vote their Ordinary Shares in person are requested to bring proof of identity to the Special General Meeting.
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• Because a Beneficial Owner with shares held in "street name" is not a shareholder of record, such shareholders may not vote those Ordinary Shares directly at the Special General Meeting unless they obtain a "legal proxy" from the bank, broker or other nominee that holds the Ordinary Shares directly, giving them the right to vote the Ordinary Shares at the Special General Meeting. Brokers that hold ordinary shares in "street name" for clients typically have authority to vote on "routine" proposals even when they have not received instructions from beneficial owners. None of the items on the Special General Meeting agenda may be considered routine. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank, broker or other nominee to instruct its bank, broker or other nominee how to vote its Ordinary Shares, if the shareholder wants its Ordinary Shares to count for all proposals.
• Both Registered Shareholders and Non-registered Shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying Information and Non-registered Shareholders must also provide an Ownership Certificate, no later than Wednesday, April 10, 2024, at 14:00 p.m. Israel time (i.e., at least two (2) hours before the Special General Meeting starts). Both Registered Shareholders and Non-registered Shareholders may revoke their proxies or TASE Ballot (as applicable) in accordance with Section 9 of the Companies Law Regulations (Proxy Voting).

Even if you plan to attend the Special 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 Special General Meeting.

Expenses and Solicitation

The Board of Directors is soliciting proxies for use at the Special General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to the shareholders on or about Monday, March 11, 2024. In addition to solicitation of proxies by the shareholders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares.

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

Change or Revocation of Proxy

Any shareholder of record at the close of business on the Record Date returning the accompanying proxy may revoke such proxy at any time prior to the Special General Meeting by: (i) giving written notice to us of such revocation; (ii) voting in person at the Special General Meeting or requesting the return of the proxy at the Special General Meeting; or (iii) executing and delivering to us a later-dated proxy prior to the Special 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 Special 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 Special 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 Special General Meeting and entitled to vote thereat, will constitute a quorum (a "Quorum"). If within 30 minutes from the time appointed for the Special General Meeting a Quorum is not present, the Special General Meeting shall be adjourned to the same day of the following week, at the same time and place, or at such other day, time and place as shall be prescribed by the Board of Directors in a notification to the shareholders. In the event that a Quorum is not present 30 minutes from the time appointed for the reconvened meeting, the reconvened meeting will take place with any number of shareholders.

Pursuant to the Companies Law, the approval of each of Proposals 1 through 4 requires the affirmative vote of at least a majority of the voting power represented at the Special General Meeting, in person or by proxy, and voting on the matter presented, provided that with respect to only Proposals 1, 2 and 4 (as it relates to the chief executive officer), either: (i) such majority includes a majority of the Ordinary Shares voted at the Special General Meeting by shareholders who are not Controlling Shareholders (as defined below) and do not have a Personal Interest (as defined below) in the approval of such Proposal, disregarding abstentions; or (ii) the total number of Ordinary Shares voted against the approval of such Proposal by shareholders referred to in sub-section (i) does not exceed two percent (2%) of the total voting rights in the Company.

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Under the Companies Law:

"Personal Interest" means a shareholder's personal interest in an act or a transaction of a company, including the personal interest of his or her Relatives (as defined below) or of an entity in which such shareholder or his or her Relative is an Interested Party (as defined below). Personal Interest excludes a personal interest arising solely from holding a company's shares and includes a Personal Interest of any person voting pursuant to a proxy provided to him or her by another person with respect to the proposal, even if the person providing the proxy does not have a Personal Interest. The vote of a person who is voting by a proxy provided to him or her on behalf of another who has a Personal Interest will also be seen as a vote of a person with a Personal Interest, whether the discretion to vote is in the hands of the voter or not.

"Relative" means a person's (a) brother, sister, parent, grandparent or descendant, (b) spouse, or (c) the spouse's brother, sister, parent or descendant (or in each case the spouse thereof).

"Interested Party" means any person that either:

1. holds five percent (5%) or more of an entity's issued share capital or voting rights;
2. has the right to appoint a director to an entity's board of directors or the chief executive officer thereof; or
3. is a member of an entity's board of directors or serves as the chief executive officer thereof.

"Controlling Shareholder" means, for purposes of each Proposal and elsewhere as specifically referenced in this Proxy Statement, any shareholder who has the ability to direct the Company's activity, including any shareholder holding 50% or more of the "means of control" of the Company. "Means of control" is defined under Israeli law as any one of the following: (i) the right to vote at a general meeting of the Company, or (ii) the right to appoint directors of the Company or its chief executive officer.

In connection with the above and for the purpose of only Proposals 1, 2 and 4 (as it relates to the chief executive officer), each shareholder who attends the Special General Meeting in person, by proxy or by a voting card will advise the Company or indicate in the proxy card or the voting card, as the case may be, whether or not that shareholder is a Controlling Shareholder or has a Personal Interest in the approval of each such Proposal. Failure to advise or indicate as described above will require the Company to assume that such shareholder has a Personal Interest in the approval of the relevant Proposal, and disqualify such shareholder's vote on such Proposal. The Company may not assume that a shareholder, who signs and returns a proxy card without a specific indication as to the absence of Personal Interest of such shareholder, has no Personal Interest with respect to Proposals 1, 2 and 4 (as it relates to the chief executive officer).

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

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

Position Statements

Shareholders wishing to express their position on a proposal included in the agenda for the Special General Meeting may do so by submitting a written statement ("Position Statement") to the Company's offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha'ayin 4809249, Israel. Any Position Statement received that is in accordance with the guidelines set forth by the Companies Law will be furnished to the U.S. Securities and Exchange Commission (the "SEC") on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.govand, in addition, at http://www.magna.isa.gov.ilor http://maya.tase.co.il. Position Statements must be submitted to the Company by no later than Sunday, March 31, 2024.

It is noted that there may be changes to the agenda after publishing this Proxy Statement and there may be Position Statements which can be published thereafter. Therefore, the most updated agenda for the Special General Meeting will be furnished to the SEC on a Form 6-K and will be made available to the public on the SEC's website at http://www.sec.gov.

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Other Matters

The Company is currently unaware of any other matters that may be raised at the Special General Meeting. Should any other matters be properly raised at the Special 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 Special 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 Friday, March 8, 2024. If the Company determines that a shareholder's proposal is suitable for discussion at the Special 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 Special General Meeting will be published following the Special General Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the SEC.

Reporting Requirements

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

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

COMPENSATION OF EXECUTIVE OFFICERS

For information concerning the salary expenses and social benefit costs of the Company's five highest compensated executive officers in the year ended December 31, 2022, see Item 6.B. of the Company's Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023 (the "Annual Report"), a copy of which is available on the SEC's website at http://www.sec.govor on the Company's website at https://enlightenergy.co.il.

CORPORATE GOVERNANCE

According to the Company's Amended and Restated Articles of Association (the "Articles"), the number of Company directors must not be less than five (5) and shall not exceed thirteen (13) members. The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.

As an Israeli company, the Company is subject to various corporate governance requirements under the Companies Law. However, pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, opt out from certain Companies Law requirements, including a requirement to appoint "external directors" and related rules concerning the composition of the audit committee and compensation committee of the Board of Directors. Under these regulations, the exemptions from such Companies Law requirements will continue to be available to the Company so long as the Company complies with the following: (i) the Company does not have a "controlling shareholder" (as such term is defined under the Companies Law), (ii) the Company's Ordinary Shares are traded on certain U.S. stock exchanges, including Nasdaq, and (iii) the Company complies with the director independence requirements and the requirements regarding the composition of the audit committee and the compensation committee under U.S. laws (including applicable Nasdaq rules) applicable to U.S. domestic issuers.

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

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Committees of the Company's Board of Directors

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

Other Corporate Governance Practices

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

• Base a portion of the compensation opportunity of our executive officers on our and their respective performance.
• Set annual performance targets to our chief executive officer based on measurable objectives.
  Adopted a 'clawback policy' and include in our Compensation Policy 'clawback' provisions
• which allow us under certain circumstances to recoup excess incentive compensation to executive officers where the company is required to prepare a financial restatement to correct a
  material error.
• Maintain a majority independent Board of Directors.

• Annual bonuses are subject to the attainment of pre-set periodic objectives, individual and Company targets determined annually, and to discretionary evaluations.
  Offer equity and cash compensation which we believe enhances alignment between executive
• officers' interests with the Company's and shareholders' long-term interests, as well as strengthens retention and motivation of executive officers in the long-term.
• Taylor executive officers' compensation to target our short and long-term goals, as well as each officer's individual performance.
  Include in our compensation policy measures designed to reduce executive officers' incentives to take excessive risks that may harm us in the long-term, such as limit cash bonuses and
• equity-basedcompensation, as well as the ratio between the variable and the total compensation of an executive officer, and set minimum vesting periods for equity-based compensation.

☑	Maintain entirely independent audit, compensation, and environmental, social and governance	☑	Regularly review executive compensation.
committees.

• Designed and implemented revised Board procedures to comply with the requirements of a dually listed company.

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