Note 7 - Investments in Investee Entities

Consolidated entities:

Business combinations

Signing of an agreement to acquire a company in the solar energy and energy storage segment in the United States - Clēnera LLC

On August 2, 2021, the Company acquired 90.1% of the holdings in Clēnera LLC (hereinafter: “Clēnera”), for a total value of up to USD 433 million, in a transaction which includes a progressive performance-based consideration mechanism.

The series of projects in development which was included in the transaction includes approximately 50 large (utility scale) solar projects in various stages of development, at a scope of approximately 12 gigawatts (in terms of DC capacity), some of which are projects with integrated energy storage in a cumulative scope of approximately 5.5 gigawatt hours (hereinafter: the “Development Portfolio”).

The Company intends to operate in the United States according to the “Developer and IPP” business model (developer and electricity producer / project owner).

Transaction structure

The Company, through a wholly controlled American subsidiary, acquired the seller’s holdings, including the development portfolio and all of Clēnera’s capabilities and know-how, while the two founders will maintain a minority stake of 9.9%.

The consideration for the transaction is comprised of upfront payments and future performance-dependent payments that will be determined in accordance with a gradual, performance-based, “earn out” payment mechanism, which will gradually decrease according to the projects’ respective years of commercial operation, until 2025.

Projects that reach commercial operation after 2025 will not be eligible for earn out payments, according to the mechanism which was determined. Additionally, approximately 39% of the earn out payment is subject to the two founders’ continued tenure and provision of services to Clēnera, for a minimum of 3 years, including subtraction mechanisms in case of their departure, according to the date and circumstances of the departure.

5 years after the closing of the transaction, the founders will be given the opportunity to exercise a put option in respect of their holdings in Clēnera, in accordance with an agreed-upon mechanism.

Management services - The transaction also included the signing of agreements for the provision of management services, according to which Clēnera will continue granting development services for the projects, as well as operations management services to third parties in respect of the projects which it has initiated and sold, at a scope of approximately 1.6 gigawatts.

Update of the liabilities in respect of performance-based (“earn out”) consideration and put option in connection with the transaction to acquire Clēnera LLC

During 2022, changes occurred in the Company’s estimates regarding the placed in service date of a limited number of projects, in the range of up to one year, relative to the previous estimates. Additionally, on December 30, 2022, the company signed an update to the agreement in which it increased the earn out rate for the Atrisco project. In accordance with these changes, the Company updated the calculation and reduced the value of the contingent performance-based (“earn out”) consideration in the amount of approximately USD 10,293 thousand, and reduced the value in respect of the put option in the amount of approximately USD 1,709 thousand.

The total impact amounted to approximately USD 12,002 thousand and was recorded as “other income” in the statement of income.

2) Details of material consolidated entities which are held by the Company:

Entity name	Country of incorporation	Effective stake in equity interests consolidated entity
		As of December 31
		2022		2021
		%		%
Enlight - Eshkol Havatzelet L.P. (hereinafter: “Havatzelet”)	Israel		100		100
Eshkol Havatzelet - Halutziot - Enlight L.P. (hereinafter: “Halutziot”)	Israel		89.99		89.99
Tlamim Enlight L.P. (hereinafter: “Tlamim”)	Israel		100		100
Mivtachim Green Energies Ltd. (hereinafter: “Mivtachim”)	Israel		100		100
Talmei Bilu Green Energies Ltd. (hereinafter: “Talmei Bilu”)	Israel		100		100
Eshkol Ela - Kramim - Enlight L.P. (hereinafter: “Kramim”)	Israel		100		100
Eshkol Brosh - Idan - Enlight L.P. (hereinafter: “Idan”)	Israel		100		100
Eshkol Zayit - Zayit Yarok - Enlight L.P. (hereinafter: “Zayit Yarok”)	Israel		100		100
Peirot HaGolan - Enlight L.P. (hereinafter: “Peirot HaGolan”)	Israel		51		51
Eshkol Gefen - Barbur - Enlight L.P. (hereinafter: “Barbur”)	Israel		51		51
Sde Nehemia - Enlight L.P. (hereinafter: “Sde Nehemia”)	Israel		100		100
Emek HaBacha Wind Energy Ltd. (hereinafter: “Emek HaBacha”)	Israel		40.85		40.85
Enlight Kramim L.P. (hereinafter: “Enlight Kramim”)	Israel		74		74
Enlight Beit Shikma L.P. (hereinafter: “Beit Shikma”)	Israel		100		100
Orsol Energy 3 (A.A.) L.P. (hereinafter: “Revivim”)	Israel		90		90
Enlight Kidmat Zvi L.P. (Hereinafter: “Kidmat Tzvi”)	Israel		74		74
Enlight - Eshkol Dekel L.P. (hereinafter: “Beit Rimon”)	Israel		50.1		50.1
Enlight Beit HaShita Solar Energy, L.P. (hereinafter: “Beit HaShita”)	Israel		74		74
Ruach Beresheet L.P. (hereinafter: “Ruach Beresheet”)	Israel		54		60
Enlight Sde Nitzan L.P.	Israel		74		-
Enlight Ein Habesor L.P.	Israel		74		-
Enlight Maccabi L.P.	Israel		50.1		-
Tullynamoyle Wind Farm 3 Limited (hereinafter: “Tullynamoyle”)	Ireland		50.1		50.1
Vjetroelektrana Lukovac d.o.o (hereinafter: “Lukovac”)	Croatia		50.1		50.1
EW-K-Wind d.o.o (hereinafter: “EWK”)	Serbia		50.1		50.1
Megujulohaz kft (hereinafter: “Meg”)	Hungary		50.1		50.1
Raaba Green kft (hereinafter: “Raaba”)	Hungary		50.1		50.1
Rabba ACDC KFT (hereinafter: “Raaba ACDC”)	Hungary		100		100
SOWI Kosovo LLC (hereinafter: “SOWI”)	Kosovo		48		48
Vindpark Malarberget I Norberg AB (hereinafter: “Picasso”)	Sweden		68.8		68.8
Generacion Eolica Castilla La Mancha Sl (hereinafter: “Gecama”)	Spain		72		72
Björnberget Vindkraft AB (R) (hereinafter: “Bjornberget”)	Sweden		55.18		56.2
Clenera holdings LLC	USA		90.1		90.1

B. Subsidiaries entities in which the non-controlling interests are material:

This section includes details regarding subsidiaries, as of the date of the relevant statement of financial position, whose non-controlling interests constitute at least 10% of the capital attributed to the owners of the Company and/or where the profit (loss) in the relevant year which is attributed to non-controlling interests constitutes at least 10% (in absolute values) of the profit (loss) attributed to owners in the relevant year.

Data from the financial statements of companies whose functional currency is a foreign currency - assets and liabilities were translated according to the relevant representative exchange rates as of December 31. Results and cash flow items were translated according to the average exchange rates during the year.

	As of December 31, 2022												For the year ended December 31, 2022
Partnership / investee	Rate of ownership rights held by non-controlling interests %		Balance of non-controlling interests		Current assets		Non-current assets		Current liabilities		Non-current liabilities		Revenues		Profit		Profit attributed to non-controlling interests		Cash flows from operating activities		Cash flows from investing activities			Cash flows from financing activities			Total change in cash and cash equivalents
			USD in thousands

Co-Op		49.9		26,276		21,511		230,604		18,345		181,112		40,348		13,875		3,542		26,998		(911	)		(20,133	)		5,954

Danuba Power		52		25,792		20,362		134,658		11,252		94,168		23,718		7,323		3,808		11,857		(28,775	)		19,144			2,226

The Iberian Wind		28.01		56,786		48,514		412,951		36,803		222,372		43,512		21,026		5,902		22,915		(108,038	)		106,344			21,221

	As of December 31, 2021												For the year ended December 31, 2021
Partnership / investee	Rate of ownership rights held by non-controlling interests %		Balance of non-controlling interests		Current assets		Non-current assets		Current liabilities		Non-current liabilities		Revenues		Profit (loss)			Profit (loss) attributed to non-controlling interests			Cash flows from operating activities			Cash flows from investing activities			Cash flows from financing activities			Total change in cash and cash equivalents
			USD in thousands

Co-Op		49.90		19,196		17,002		252,630		17,359		213,806		49,510		17,354			5,911			29,673			1,297			(30,708	)		262

The Nordic Wind		31.18		21,184		18,354		179,603		20,017		110,002		11,757		6,017			1,876			(3,839	)		5,817			1,084			3,062

Danuba Power		52		23,487		12,135		139,701		20,392		86,277		-		2,277			1,184			3,093			(62,746	)		63,838			4,185

Bjornberget		49		55,144		34,008		203,728		15,419		109,778		-		(72	)		(35	)		(118	)		(75,037	)		103,552			28,397

	As of December 31, 2020												For the year ended December 31, 2020
Partnership / investee	Rate of ownership rights held by non-controlling interests %		Balance of non-controlling interests		Current assets		Non-current assets		Current liabilities		Non-current liabilities		Revenues		Profit (loss)			Profit (loss) attributed to non-controlling interests			Cash flows from operating activities			Cash flows from investing activities			Cash flows from financing activities			Total change in cash and cash equivalents
			USD in thousands

Mivtachim		-		-		-		-		-		-		2,473		(3,422	)		1,189			6,582			493			(6,726	)		350

Co-Op		49.90		12,277		17,821		282,885		27,270		248,833		40,785		8,177			4,079			23,028			(184	)		(24,204	)		(1,360	)

The Iberian Wind		28.07		34,837		6,145		133,536		7,185		8,406		-		(35	)		(10	)		(383	)		(80,745	)		85,222			4,094