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.

Transaction structure

The Company, through a wholly controlled American subsidiary, acquired the seller’s holdings, 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.

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.

Update of the liabilities in respect of Earn Out consideration and put option in connection with the transaction to acquire Clēnera LLC

According to changes in the Company’s estimations regarding the projected operation date of a limited number of projects and according to an update to the agreement signed on December 2022 that increased the Earn Out rate for the Atrisco project and extended the eligibility of commercial operation date limit for CO-BAR project for 2026, the Company reduced the estimations for the value of the Earn Out consideration in the amount of approximately USD 28.8 million in 2023 (USD 10.3 million in 2022), and reduced the value in respect of the put option in the amount of approximately USD 5.9 million in 2023 (USD 1.7 million in 2022).

The total impact amounted to approximately USD 34.7 million (USD 12 million in 2022) and included in “Other income” in the statement of income.

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
		2023		2022
		%		%
Eshkol Havatzelet - Halutziot - Enlight L.P. (hereinafter: “Halutziot”)	Israel		90		90
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., Eshkol Gefen - Barbur - Enlight L.P., Sde Nehemia - Enlight L.P. (hereinafter: “Peirot HaGolan”, “Barbur”, “Sde Nehemia”, altogether “Meduim rooftops”)	Israel		51-100		51-100
Emek HaBacha Wind Energy Ltd. (hereinafter: “Emek HaBacha”)	Israel		40.85		40.85
Enlight Kramim L.P., Orsol Energy 3 (A.A.) L.P., Enlight Kidmat Zvi L.P., Enlight - Eshkol Dekel L.P. (altogether hereinafter: “Sunlight 1”)	Israel		50.1-100		50.1-100
Enlight Beit Shikma L.P., Enlight Beit HaShita Solar Energy, L.P. (all together hereinafter: “Sunlight 2”)	Israel		74-100		74-100
Dorot sun L.P., Talmei Yafe Sun L.P. (hereinafter: “Dorot” and “Talmei Yafe” respectively)	Israel		-		50
Ruach Beresheet L.P. (hereinafter: “Ruach Beresheet”)	Israel		54		54
Enlight Sde Nitzan L.P., Enlight Ein Habesor L.P., Enlight Maccabi L.P. (altogether hereinafter: "Storage 1")	Israel		50.1-100		50.1-100
Enlight Maccabi 2 L.P., Enlight Revivim Ein Gedi L.P., Orsan Energy 3 L.P., A.N. Faran Solar L.P., Enlight Reim Renewable Energy L.P., A.N Mahanim L.P. (altogether hereinafter: "Storage 2")	Israel		50.1-100		50.1-100
Enlight Finance L.P.	Israel		100		-
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, Raaba Green kft (alltogether hereinafter: “Attila”)	Hungary		50.1		50.1
Rabba ACDC KFT (hereinafter: “Raaba ACDC”)	Hungary		100		100
Rabba Flow KFT (hereinafter: " Raaba Flow")	Hungary		100		100
SOWI Kosovo LLC (hereinafter: “SOWI”)	Kosovo		60		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		55.18
Enlight K2-Wind doo Belgrade-Novi Belgrade ((hereinafter: "Pupin")	Serbia		100		16.53
Clēnera LLC	USA		90.1		90.1

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, 2023												For the year ended December 31, 2023
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 (holding Lukovac and EWK)		49.9		35,556		26,611		229,483		20,632		170,832		49,211		19,946		8,304		29,451		(130	)		(28,064	)		1,257

	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 (holding Lukovac and EWK)		49.90		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 (holding SOWI)		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 (holding Gecama)		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 (holding Lukovac and EWK)		49.9		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 (holding Picasso)		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 (holding SOWI)		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