Camtek Ltd. — AGM Information 2019

Apr 23, 2019

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 April 2019

CAMTEK LTD.

(Translation of Registrant's Name into English)

Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Haemek 23150 ISRAEL

(Address of Principal Corporate Offices)

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 区 Form 40-F □

Indicate by check mark when the registent by firmation contained in this Form is also the information to the Commission pursuant to Rule 12g-2(b) under the Securities and Exchange Act of 1934.

Yes □ No 図

SIGNATURE

Parsuant to the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto day authorized.

CAMTEK LTD. (Registrant)

By:

Moshe Eisenberg, Chief Financial Officer

Dated: April 23, 2019

CAMTEK LTD.

NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3, 2019

Dear Shareholder,

You are cordially invited to attend, and notice is hereal Meeting of Sharebolders of Camek Ld. (the "Company"), to be held at the Company's offices at Ranal Gavriel Industrial Zone, Migdal Ha 'Enek, Israel (the "Company's Office"), on Monday, June 3, 2019 at 6:00 PM (Issael ime) (the "Meeting") for the "Meeting") for the "Meeting

• 1. To aprove agreements signed on February 11, 2019 between the Chouna ATE Inc., a public company traded on the Taiwan Stock Exchange (TWSE) ("Chromi"), as further detailed in the Proxy Statent (a) a private placement of 1,700,000 of the Company's ordinary Shares"), pursuant to the terms of a share purchase agreenent signed between the Companion agreement signed between the Company and Chromay and Chroma; and (c) an anneded and restated registration rights agreement signed between Chorted Ltd, the Company's controlling shareholder ("Priorted"); and in comection with the above-nentionel transacion with Chroma, to also approve (i) the appointees to the Company's Board of Directors; and (ii) the appoinment of Mr. Raff Anit as Chaiman of the Board of Directors, while continuing to assume CEO's responsibilities.
• 1. To re-elect Messrs. Rafi Anit, Yotam Stern, Eran Bendoly, Moty Ben-Arie and Chezy Ofir to serve on the Board of Directors of the Company;
• 1. To approve certain amendments to the Company's Compensation Policy; and
• 1. To appointent of Someth Claikin, a nember firm of KPMG International, as the Company's independent audior for the fiscal year ending December 31, 2019 and the 2020 annual perine of shareholders, and or authorize the Company's Board of Directors (o set the annual compensation of the inceptimation at the Audit Committee's recommendation, in accordance with the volume and nature of its services.

At the Mecing, you will also have an opportunity to report and the audited consolidated financial statements of the Company for the year ended December 31. 2018: this item will not involve a vote of the shareholders.

Should changes be nade to the Meeting after the publication of this Proxy Statement, the Company will communicate the changes to its shareholders through the publication of a press release, a copy of which will be furnished to the "SEC") on Form 6-K and filed with the Israeli Securities Authority

Only sharebolders of record at the close of business day on 2012), 2019, the record cate chareboleme eligible to vote at the Neeting are entitled to vote at the Meeting and any postponements or adjournments thereof. All such shareholders are cordially invited to attend the missens .

Whether or not you plan to attend the Meeting you are and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailet in the United States Shares are resisteed with a nember of the Tel-A viv Stock Exchange Ltd, ""T.ASI") should deliver or mail (via registered nail) hier completed prusy to the Company's Office, attention overship certificate confiming his or her share ownership as of the record date, which certificate must be approved by a recognized fination, i.e. that TASE member through which he or she bolds their shares, as required by the Issaeli Companis Regulations (Proof of Shares for Voting at General Meeting of 2001. Such starched to receive the ownership certfitate in a branch of the relevant TASE nember of the sharebolder so requests. Such a request must to a particular securities account, in advance . Atematively, shares through members of TASE may vote electronically via the electronic voing system of the Issecurities Authority up to six (6) hours befor the Meeting (i.e., 12:00 PM kradine on Monday, June 3, 2019). If applicable, you should request instructions about electronic voting from the TASE member through which your shares.

Execution and return of your proxy will not dept the Meting and vote in person, and any person giving a proxy has the right to revole it any time before in i exercised.

Joint ovners of shares should take note that, pursuant to Association of the Company, the joint ovner whose name appears first in the Company's Shareholders Register will be entiled to vote at the Meth owner whose name appears thereafter may yote, and so forth for multiple owners

A proxy will be effective only if is received at the Company's Office no twenty four (24) hours prior to the tine of the Meeting (i.e. 6:00 PM Israel time on Sunday, June 2, or - in the case of shareholders voting electronically (as described above) - no later than six (() hours prior to the time of the Meeting.

By Order of the Board of Directors.

MOTY BEN-ARIE

Chairman of the Board of Directors

• ii -

April 23, 2019

PROXY STATEMENT

CAMTEK LTD.

AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3. 2019

This Proxy Statement is being funnished to the holders, New Israeli Shekels ("NS") 0.0 nominal (party waller (the "Shares"), of Camel Lid. ("W", " Cames" or the "Company") in comecion with the solicitation by the Company (the "Board of Director") of possies for use at the Company's Amal General Neeting of Shareholders, or at any postponement or adjournment thereof (the "Meeting").

PURPOSE OF THE ANNUAL GENERAL MEETING

The Annual General Meeting will be led on Monday, June 3, 2019, at 6:00 PM (Issuel inner Gasiriel Industrial Zone, Migdal Har Enel, Israel, Israel, Israel, Israel, Israel, Is purposes:

• 1. To approve agreements signed on Pobrary 11, 2019 between the Company and Chroma, including the following: (a) a private placenet of 1,700,000 Ordinary Shares, pursuant to the earnent signed between the Company and Chroma, (b) a technological cooperation signed between the Company and (c) an anented and restation rights arreenent signed between Chroma, the Company and Printed; and in comecion with the abovementioned transacion with Chroma, to also approve (i) the appointes to the Company's Board of Director; and (i) the appointnent of Mr. Raf Ami as Chairman of the Board of Directors, while continuing to assume CEO's responsibilities.
• 1. To re-elect Messrs. Rafi Amit, Yotan Stern, Eran Bendoly, Moty Ben-Arie and Chezy Ofir to serve on the Company;
• 1. To approve certain amendments to the Company's Compensation Policy; and
• 1. To appointnent of Somekh Chakin, a nember firm of KPMG International, as the Company's independent and in the fissal year ending December 31, 2019 and unil the 2020 annual general meeting of shareholders the Company's Board of Directors to set the annual compensation of the Audi Committee's recommendation, in accordance with the volume and nature of its services.

At the Meeting, you will also have an opportunity to recor and the audited consolidated financial statements of the Company for the year enced December 31, 2018; this item will not involve a vote of the shareholders.

RECORD DATE AND VOTING RIGHTS

Only lolders of record of Shares at the close of business on Monday, April 29, 2019, the record date a ligible to vote at the Mecine, will be entiled to notes of and to vote at the Meeting and any adjournent theed. At such time, each issued and outstanding Share will be entitled to one vote upon each of the matters to be presented at the Meeting

PROXY PROCEDURE

A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed.

If specified by a shareholder on the Shares represented thereby will be voted in acoverification. If a choice is not specified by a sharcholder with respect to any proposal, the form of por will be votel "FOR" and in the discession of the proxies with respect on all other matters which may propent come before and any and all adjournments thereof. On all maters considentions and broker non-votes will be traced as neither a vote "FOR" no" "AGANS" the nater, although bly will be counted in determing if a quorum is present. Brokers holding shares of record for their clients are, pursuant to applicable stock exchange or other rules, precided from casing in respect of certain non-routine are not proceivel specific instructions from their clients as to the manner in visit such shares should be voted on those proposals and as to which the Compary that, accordingly, they lack voting authority.

Shareholders whose Shares are registered with a mail (vir registered mail) their completed proxy to the Company's Office, attention: CPO, together with an ownership certificate confirming of the revord date, which certificate must be approved by a reogenized financial institution, ic that TASE member through which he or she holds their Shares, as required by the Israeli of Shares for Voing at General Meeting of 2001. Soch shareholder is entiled to receive the owners of the relevant TASE member or by mill to his or her address, if the shareholder so request must be made for a particular securities account in advances who hold Shares through nembers of TASE may vote electronically via the electronically via the Israel Securities Authority, up to six (6) hours befor the Meeting (i.e., 12:00 PM Israel time on Monday, June 3, 2019). If applicable, you should request instructions about electronic voting from the TASE member through which you hold your Shares,

A proxy will be effective only if it is recired at the Company's Office no to the time of the Meding (i.e. 6:00 PM Israel ime on Sunday, June 2, 2019), or - in the case of shareholders voting electronically (as described above) - no later than six (() hours prior to the time of the Meeting.

Shareholers may revole the authority graned by time before the effective execuse the effective execuse thereof by: (i) filing with the Company a written notice of everalise o excuted proxy bearing a later date; (i) electronically voling in person at the Meeting. However, if a shareholder attents the Meeting and does not elect to vote in person, his or her proxy or electronic voting will not be revoked.

Proxies for use at the Meeting of being of the Company chiefly by nail; however, certain officers, directors, circuitors, circuity of the Company, none of whom will receive additional compensation for subicit proxies by telephone, enad or the company will bear the cost for the solutation of the proxies, including postage, printing and will reinburse the resonable expenses of brokerage firms and others for forwarding material overs of Shares.

QUORUM

The presence of two (2) or more sharebolders, present or by electionic voing, and holding together Shares conferring in the aggregate at lesst welly five percent (15%) of the voing rights of the Company at the Meeting, If within half an hour from the time mpositied for the Meeting a quoram is not present, the Meeting shall stand adjourned to June 10, 2019, at the same in eithing, if a quorum is not present within half an hour from the fine appointed for the Meeting, the Meeting will take place regardless of whether a quorum is present.

BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information, as of April 16, 2019, exons or entities known to the Company is of the percent (5%) of the Company's issued and outstanding Shares (i) each "office holder" , as such emparis Law, 5759-1999 (the "Company the "Office Holder") ) the "Office Holder") inova to the Company to beneficially oven more than 1% of the Company's issued and (ii) all Office Holders of the Company as a group.

The information contained in the below has been of from the Company's records or from information incrisitied by an individual or entity to the Company or disclosed in public filings with the SEC.

Except where of her indicated, and except pursuant to community proped on information firmshed by such owners, that the bearers of the Shares listed below have sole investment and voting power with respect to such Shares.

The shareholders listed below do not have voting rights that are different from any of our other shareholders.

I The term "Office Holder" is the Companis Law includes a director, the chef excutive vice president, a vive president, a vive pressont, a vive person fulfiling or assuming any of the foregoing positions without regard to such person's title and any manager who is directly subordinated to the chief executive officer.

ﺩﺭ

The "Number of Shares Beneficially Owned" in the table that may be acquired by an individual or group upon the execused or will become exercisable within sixty (60) any after April 16, 2019. The Shares that may be custanding for purpose of determing the percentage of ownership of such individual or group, but are not deemining for the purpose of cermining the percentage of ovnership of any other individual or group shown in the table.

	Number of Shares	Percent of Shares
	Beneficially	Beneficially
Name of Beneficial Owner	Owned(1)	Owned(2)
Priortech Ltd. (3)	15,277,695	41.82%
Rafi Amit(4)	6.722	0.02%
Yotam Stern(5)	104.445	0.29%
Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot")(6)	1,961,695	5.37%
Office Holders as a group (10 persons)(7)	123.178	0.34%

(1) The total number of options helded in the above able that are currently execusable within 60 days as of April 16, 2019, is 18,493.

• (3) Priortech's issued and outstanding share expiral, and Mr. Yotan Steen and outstanting share capital. As a reall of a voing agreement relating to 3.09% of Priortech's voline every inter-ofic ison voting at Priortech's general meetings of shareholders and dee to the fact that there are no other shares 10% of the voling equity in Priorted, Nessrs. Rafi Amit, Yotan Stern, David Kishon, Zehra Wineberg and Hanoch Feldstien and the estates of Itzhak Krell (deceased), may be deemed to control Priortech.
• (4) the Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
• (5) . Mr. Stem directly owns 104,445 of our Shares In addition, as Mr. See footoot 3), he may also be deemed to beneficially own the Share of the Company held by Priortech. Mr. Stern disclaims such beneficial ownership of such Shares.
• (6) . Based on the Schedule 13G filed by Yelin and Doy Yelin on February 6, 2019. Which mesened oversion as of December 31, 2018 The 1991.65 Ordinar Stars reported under such Schedule 13G by Yelin Lapidot funds nanaged by Yelin Lapidot Provident Funds Management Ltd. (473,240 Ordinary Shares) and mutual finds managed by Yelin Laniot Mutual Funds Managenert Ltd. (1,488,455 Ordinary Shares), each a wholly over the "Helin Lapidot Subsidiaries"). Messrs. Yelin and Lapidot exare captel and 25.00% of the voting rights of Yelin Lapidot, and are responsible for the day-day management of Yelin Lapidot. The Yelin Lapidot Subsidiaries operatent management and make their own independent voting and investment decisions. Any economic interest or beneficial overship in any of the Company's Octination of the members of the members of the provident films, as the case nay be. Each of Messes Yelin and Lapidot, Yelin Lapido, and the Yelin Lapidian beneficial overship of the Ordinary Shares overed by the abovenentioned Schedule 13G. Yelin Laniots principle address is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel.
• (7) holers, other than Messes . Anit and Stern (interest in Shares owned by Priortech), beneficially overs less than 1% of our outstanding Shares (including options held by each such person which have vested or will vest within 60 days as of April 16, 2019) and have therefore not been listed separately.

For information to the compensation of our five (5) most highly compensated Office Holders with respect to the year ended December 31, 2018, pleases see "Item 6. Directors, S Nanagement and Enployes – B. Connensation – Individal Compensation of Covered Office Holders" in our annual report for 2018, which was field on Form 21-F with the SEC on Marc 2019 (File No. 000-30664).

⁽²⁾

ITEM 1

TRANSACTION WITH CHROMA

A. General

The Company continuously explores opportunities that in the narket it serves and expand its businesses, in order to increase in startholors' vale. Accordingly, on February 11, 2019, the Company encording to which, anong others, new Ordinary Shares will be issued to Chronzary. Chronza is a Taiwaese company, withigally traded on the Taiwane (TVSE), which encreasing test and measurement instrumentation, and may best systems. intelligent manufacturing systems and est & autona serves the following markets: electric velich, IED, VV, green battery, seniconductor, phonis, flar parel display, video and color, power electical sately, themselection, automated optical intelligent manufacturing system for information and Communication Technology ("ICT"), clean technology, and smart factory industries.

Simulancously with such issuance, Chinary Shares from Priorted and will sign a shareholders' agreement between Privated and Chroma acounting to which Privited and Circuna vill vote together in the Company's shareholders' ageement, as of the county of the transacion, the parties to the shareholders' agreement will vote their shares to provide for the Company to consist of sever directors, such that in addition to the two carrently serving external directors, wo nembers will be Chroma's nominees and three will be Priortech's nominees.

The total cash consideration to be received from and Proctech together anounts to S74.5 million, and is calculated based on a share-price of \$9.00 per Onliney Share, which reflects a 29% premium on the Ordinary 8, 2019. After the closing of the simulancous agreements comprising the transaction, Choman will hold approximately 20.5%, while Priortech will hold approximately 24%, of the total issued and outstanding shares of the Company.

In addition to the investment, the Company and Chroman ageement, as detailed below. The transaction is expected to close by the end of the second quarter of 2019, subject to the closing conditions referred to below.

The Company believes that the agreeners signed by the transaction dealled herein as a whole, are of strategic importance for the Componsy, wheely the Company is gaining and valuable sharbolder that will enable it to strengthen its presence in Asia in particular. In addion, the transaction vill onable the Company to benefit from Chronial capabilities byond the traditional seniorded market, while allowing collaboration and mucal development. The consideration to be received by the Company will also strengthen the balance sheet by increasing the Company's cash reserves on favorable terms.

B. The Transaction Documents

The Company, Choma and Priortech entered into the with the additional ageements refered to under (d) and (e) and (e) and (e) and (e) and is the transaction (the "Transaction")

(a) Share Purchase Agreement by and Chroma (the "SPA"), pussunt to which the Company shall issue to Choma 1,700,000 Octinary Shares (the "Purchase Shares"), representing approximately 4.5% of the Company's issued and outstanding share capital, in consideration for \$16,150,000 (the "SPA Purchase Price")

• (b) Technological Cooperation Agreement by and Chroma (the "TCA"), pursuant to which, inter alia, the Company shall grant Chroma a license for an application under the Company's triangulation in order to design, develop, productize and manufacture certain agreed upon products for nonsemiconductors applications, and the partial projects for the semiconductors market based on synergies between their inspection and netrology technologies. Additionally, Chroma will, in the future based on the Company's technology in order to address certain market niches, in which the Company does not participate actively, for distribution in Taiwan and the People's Republic of China.
• (c) Second Anended and Restated Rights Agreement by and between the Company, Priortech and Chroma (the "RRA"), which shall replace the current munded and restated registration rights agreement.

Additionally - Priortech and Chroma entered into the following agreements between them:

• (d) Share Transfer Agreement by and Chrona (the "STA", nursuart to which Printed stall sell of Chronx 6,17,40 Shares (the "Sale Share") representing approximately 16% of the Company's issued and outstanding share capital, in consideration for \$58,115,680 (the "STA Purchase Price").
• (e) Shareholders Rights Agreement by and Chroma (the "SHA"), regulating the relationship between Piortech and Chroma as joint controlling shareholders of the Company. In the SHA, it was agreed, that Priorted and Chroma will the majority vote between them, except in the following four issues which shall require the approval of both parties: (a) anenders to the sociation; (b) appointnent of the Company's audior; (c) liquidation of the Company and (t) an interested party transaction oneering matters relaing to the compensation of executives and directors of the Company, with respect o which the parties agreed to vote their Shares in accordance with the recommendations of the Company's Compensation Committee.

In addition, the parties agreed to use their voing and orted to have the members of the Board be nominated in accordance with the following mechanism

• (a) as long as Priortech holds at least 20% of the Company's issued and outstanding share capital on an as-ssued basis, it shall be entitled to rominate three (3) director: ( 1. holdings are reduced to less than 20% but at the lose entitled to nominate two (2) directors: (c) if such holdings are reduced o less than 15% but at least 10%, it shall be entitled to nominate one (1) director; and (d) if such holdings are reduced to less than 10%, it shall not be entitled to nominate any directors;
• 1. (2) as long as Chroma holds more than 15% of the capital on as assued basis, it shall be entitled to nominate two (2) director; (b) if such holdings are reduced to less than 13% but at least 10%, it such holdings are reduced to less than 10%, it shall not be entitled to nominate any directors; and
• 1. the board shall be comprised of at least two (2) external directors, which shall serve in accordance with the provisions of the Companies Law.

It was first agest that as long as the SHA is effective shilding of the total issued and outstanding shares of the Company on an as-issued basis falls below 20% for a period of over 60 consective calendar days, Chroma shall be subject to a naximun holding of 20.5% of the Company on ar a-isseel basis; and, the parties shall not jointly hold more than 45% of the total issued and outstanding shares of the Company on an-issued basis.

I was also agreed, that the sale by a party of 5% or more of the Company on as-issued basis, other than in the course of ordinary trade in the market, shall be subject to the other . A sale to a competitor shall require a prior written consent from the non-edling party for such sale. The parties agreed to a lock-up to-sale period of two (2) years following the STA. The right of first offer, lock-up and assigment upon sale of Shares shall not apply in the event of an M&A transaction.

The SHA shall be terminated in its entrest of such of Chroma lolds less than 5% of the Company's issued and outstanding share capital on a a-sseel basis, for a period of 60 consecutive calendar days.

Our Audit Committee and Board have unannously approved the execution of the SPA, TCA and RRA (together, the "Transaction Document"), as applicable.

Approval of the Transaction is now being sought from the Company's shareholders.

C. Key terms of the Transaction Documents

Share Purchase Agreement

Upon closing of the SPA, the Company will issue in exchange for the SPA Purchase Price. The SPA is qualified in is entirety by reference to the SPA which was attached as an exhibit to the Company's annual report for the year 2018, filed on Form 20-F on March 25, 2019,

The closing of the SPA (the "SPA Closing") is subject to centring (i) the elosing of the remaining Transaction Documents; (i) receipt by the Company of the SPA Parchae Price; (ii) recip of the Company's shareloders' approvand Chrona of govermental and regulatory approvals, including the approval by the Comititee on Foreign Investment in the United States ("CFUS Approval by the Taiwan Overseas Foreign Investment Commission (MOEACC), and consent from the Central Bark of the Republic of China for the foreign exchange transactions nees and contract of the United States Dollars for any the SPA Prochase Price: (y) the absence of a Material Adverse Effect (as defined in the SPA) within the period between the SPA Closing, and (vi) the appointent of two neembers nominated by Chroma to the Company's Board. As a result of these approvals, we camot assure you that we Transation Documents in order to meet regulatory concerns or has the SPA Closing will not be materially delayed. Should we be required to make material amendments, we shall seek shareholder approval with respect thereto.

The SPA contains a number of representations and warranties shall generally survive for a period of 18 morths after the signing of the SPA, except for certain fundamental representations and warranties which shall survive for a period of four years after the SPA.

The SPA contains certain covenants made by the alia, (i) covenants relaing to the transaction being a private placement exempt from registation under the Securities Act of 1933 (ii) an obligation not to perform, between the SPA and the SPA Closing, are action that would reasonably be expected to result in the illution of Chroma's holling the Company by nove than 10%; provided that the grant of en a annunt of up to 2.5% of the Company's total issued and oustanding share capital shall not require Chroma's consent, and (ii) the appointent of two members on the Company's Board, who shall receive the same indemnification rights as received by all other directors of the Company.

The parties are mutually obligated to indemily any labilities, excluding indrect danages, resulting from or arising ou of a breach of arranty of the intennifying party under the SPA. However, the international respect of the SPA Purchase Price, and (i) A Purchase Price, and (i) Josses related of a breach of representations or warranties under the SPA, if the inovledge of such breach prior o the SPA Closing, Additionally, no claims by Chroma against the Company the Company the Co asserted unless the aggregate amount of losses exceeds \$1,000,000.

Until the SPA Closing, temination shall be either; (B) by either party, if (i) any governmental authority shall have issued any order or legal restrant that problish the consumention of the SPA Closing stall not have ocurred by June 30 days thereatler, if on account that only CFUS Approval has not been obtained); or (ii) under circumstances of any representation or warranty of finite to perform in any agreement under the SPA which causs certain closing conditions not to be met; (C) by the Company (i) if, under consumnate the SPA Closing, or (ii) ander certain difulive vents of Choma's hidings in the Company by more than 10%, subject to payment of a termination fee in a sum representing 2% of the SPA Purchase Price.

Technological Cooperation Agreement

The Company will grant Chroma a royaly bearing is cettain triangulation technology, in order to design, develop, productize, commercialize and manufacture certain agreed upon products for nor-semications. Additionally, Chroma will, in the future, build inspection nactines based on the Company's technology in order to addess cettin market niches, in which the Company does not participation in Taiwar and the People's Republic of Clima. And, the project in explories potential projects based on the synergies of their current and future technologies.

In consideration for the license grant. Chromany an agreed upon revalty-amount for each server meeting on on a certain threshold, regarding the respect to each system and a cap expressed as percentage of net sales generated from the sale of the entire system and other customary restrictions. Chroma will also contribute a certain and expected costs and expenses conceming the applicable transer of the licensed technology.

As of the TCA's effective date and for a period of 24 morths of the "Restrited"); the Company will not grant to any third party an exclusive livense to certain tringulation technology licensed under the TCA and/or to the Camtek foreground IP relating to this technology.

During the tem of the TCA, in the event that Chroman non-semiconluctors application(s) with respect to which the use of the lives of the Candel Foregrund IP may create significant value the commercialization of such potenial application(s) under a license from the Company, then the Company will enter into an additional (non-sclusive) license to Chroma. Certain resticions apply with respect to the felds in which such additional licenses may be granted.

As of the Restricted Period and for a period of each vers thereatler, it the event that the Company seeks to grant a third parts under the licensed technology and or the Cantek Foreground IP (as such the TCA), the Company will notify Chroma of the offered rights in advance. Chroma shall have 30 days from such notice to respond to the Company whether it desires to be granted with such license the commercial terms in order to effect such license.

Chroma undertook that during the TCA and for a cernination, it will not engge in the design, development, manufacture, assembly, distribution, makeling and or sale of any systems, products, services and or field and/or practice and/or exploit any white light triangulation technology other than the licensed technology.

At a fittere date to be argies, the Commony will grant Chroma rights to manufature and assemble Insteation macime-based on the Company's technology for distibition. narketing and sale solely in Taiwan, the People's Republic of Chical the parties may server por subject to certain commitments by Chroma to be agreed between the parties. As consideration for the manufacturing and the "NEW" system, the Company shall be entiled to royalties a a certain percent of all revenues generated from the sale of the NEW Solution.

Second Amended and Restated Registration Rights Agreement

The Connany and Priorted previously entered into a resement, dated March 1, 204, which was approved by the Company's shareholders at a series held on March 29, 2004. Since then, on December 30, 204, Priored into an amended and resistation rights agreement, which was extented on May 13, 2015 for an additional period of five years, ending on December 31, 2019.

As mentioned above, as of the SPA Closing Priorted and Chroma will be considers" of the Company, within the meaning prescribed under the Companies Law. Therefore, Chroma requested on estated registration rights agreement, together with the Company and Priorted as parties thereo.

The following description of the RRA is qualified in its entirey by reference to the RRA attached beeto as Emilibit A; Oher than applying to Chroma the same registration rights of Priorted, ther alia, the following changes: (a) all expenses incurred in connection with any registerion under Sections 2, 3 of 4 the RRA, excluding eertain fees and expenses, shall be borne by the Company shall provide its Holders (as such term is defined in the RRA) with certain information rights; and (othe Holens shall be bound by certain confidentiality obligations under the RRA.

The RRA is intended to be effective upon the SPA Closing and for seven (7) years thereafter.

D. Appointment of Two (2) Chroma Nominees

Under the Company's Articles of Association (the "Articles"), the Board's to consist of to less than fire (10) directors. The Board is currently commised of sever (7) menters; A director, who is not an external director (a companiel by the general meching of starebolders, will commence serving at the conclusion of the general meeting in which he or she was a pointed on the commencement of his or her tenure was specified in the restudion by which he or she was appointed, and shall end his or her service at the conclusion of the next annual general meeting of shareholders.

As explained above, under the SPA. Chroniant on and upon the SPA Closing, to nominate two (2) members of the Board believes that the current seven members' componitie and sufficient for the Company, considering its size and scale of business, it is proposed to leep such somposition, so that the two directors who shall be nominated by Christing directors (see below). Chroma's nominess shall be appointed as of the SPA closing, and in ine with the Articles - shall serve for a term that will end at the conclusion of the 2020 annual general meeting of shareholders.

Pursuant to the recommendation of our Nomination of accordance with Rule 5005(e) of the Nasdaq Marketplace Rules (the "Madaq Rules"), it is proposed that Mr. Leo Huang and Mr. I-Shih Tseng be ech elected as our directive as of the date of the SPA Closing, for a term of appoximately one year, until the conclusion of the 2020 annual general meeting of the Company's shareholders.

In acontance with Israeli law, a nomine of or service as a director to the Company, prior o his or her elective, grecifing that he or the had he equisite qualifications to serve as a director, and the appropriate ine to performing his or her duties as such. The Company has received a declaration form each of Chroma's momines, Lo Huang and 1-Shi Tsen, confirming that the posess the as well as sufficient time to perform their duties as directors of the Communis not avare of any reason why any of Chroma's nominees, if elected, would be unable to serve as a director.

The following are brief biographies of each of the (2) nomines proposed by Chroma, based upon information furnished to the Company by Chrona:

Leo Huang co-Gunded Chroma in 1984 and has been serving as chairman of the board of directors of Chroma since On Engineer of TMEX Com. for 1975 to 1977 and served as the Sales Manager of Philips Election of Ltd. from 1978 to 1994. Mr. Huang received his bection is diginers from National Chiao Tung University in 1973.

4-Stilt Teeng joined Chroma in 1998, serving as a director of Chrit President of Chroma since July 1, 2007. Mr. Teng was the Research Assistance of Pennsylvania State Liniers' from 1986 to 1992 Manager of Institute for Information Industry from 1992 to 1998. Mr. Tseng received his PhD degree in Mechanical Engineering from Pennsylvania State University in 1992.

Similar to Messs. Rafi Anii and Yotan Stem. who are controlling interest in Priortech (see foototes 3 to 5 above, unter BE/E/C/L/ OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREMENT) both Leo Hung and 1-5tih Teng shall not receive any compensation in their service as directors (Rafi Amit will contine to receive compensation for his company see under E. below), but shall receive the same indemnification, exempion and insurance rights as received by all office holders of the Company, including directors.

Both nominees proposed by Chroma are independent directors in accordance with NASDAQ rules.

Shareholder approval for the appointent of Leo Huangers, subject to the SPA Closing and effective as of the date of the SPA Closing and unil the conclusion of the 2020 annual general meeting of shareholders, is now being sought.

Resignation by Two (2) Currently-Serving Directors

Shipet to their re-dection as our directors (see Item 2 betw), and in order to preserve a severe, Messers. Eran Bendy and Chezy Off have agreed to resign from service as directors upon the SPA Closing, in conjunction with the appointment of Leo Huang and I-Shih Tsene as our directors.

E. Appointment of Mr. Rafi Amit, our Chief Executive Officer, as Chairman of the Board

Mr. Amit has served as our Active Chairman of the Board from August 2010 and until March 2017, and as our Chief Executive Officer since January 2014.

Our Audic Committee and Board believe that upon to maintain the desired 7-member composition of the Board while also maintaining the ability to onnyly with the audit committee companients as set forth under the Companies Law (which include at least three nembers, as such tem is offined in the Companises Law, and the claiman of the Board camot serve a a nember). Nr. Ani should resume the changes that the closing of the Transetion is expected to inquire in the Company's shareholder company's business, as well as the significance of the Claimar's role in representing the Company toward investors as well as oustomers our Audi Committee and Board believe that Mr. Ani. with his temendous understanding and experience in the Company serves, including long established accuritance with investors and customers in said markets, is best suited to lead the efficiently expand the Company's current market share.

In acontance with sections 95(g) and 12(c) of the Companism as Chairman of the Board, while continuing to assume the responsibilities of CEO, shareholder approval must be obtained, which approval may be given for renewable periods not exceeding three (3) years each.

In acontance with the provisions of the Committee and Board of Directors (with Mr. Amit and Mr. Stem not participating in the Bourd resolution) resolved, in their septate neetings held on April 17.2019, that subject or spection as director in the Meeting, as well as in the annual general meetings of shareholders to be held on 2120 and to the SPA Closing, Mr. Anit shall be appointed to seve as Chairman of the Board, while continuities, as of the SPA Closing and for a period of three (3) years thereafter.

It is berely clarified that Mr. Amit shall not be entitled to anyenstion with his service as our Chriman of the Board and the will continue to be entitled to the same employment structure and terms, relating to his role as our CEO, as were re-approved in the 2018 Annual General Meeting of Shareholders.

F. Required Vote

The affirmative vote of the halters of a naiority of the voing, in person, by proxy or by electronic voing, is neessary for the approval of the Transacion. In addition, the shareholders' approval must of the Shares voted by sharebolders who are not controlling shareholders who have a personal interest in the approval of the Transacions of non-controllings shareholders voed against the resolutions voted against the resolutions mast not represent nor than two percent (2%) of the outstanding Shares.

Under the Companies Law, in enrop will be deeped to be a controlline shareholder if that person has the activities of the company, otherwise than by reason of being a director of the onlyany, and a person is deemed to have a personal interest it any member of the shareholders inmediate family of a stareholders souse, has a personal intended of the proosal. In addition, you are deemed to have a personal interest if a company, other than Camel, which is affiliated, with you, has a personal interest in the adoption of the proposary in which you or a neether of your innediate family serves as a drector or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstand to have a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares to a relationship with a controlling shareholder.

Please not that we consider it highty unlikely (other than Priorted and Mess. Amit and Stern, who are deemed to controlling shareholder, or has a personal interest in the approval of the enclosed form of proxy requires that you specifically indicate vou are, or are not, a controlling share a personal interest in the approval of the Transaction. Without indicating to this effect – we will not be able to ount your your your yo

As the effectiveres of the Transation Documents is continue of the Transation as a whole, your approval of the Transction shall also consitute an approval of each of the Transaction Documents.

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

"RESOLVED, to approve the Transaction with Chroman the Company and Chroma, and a private placement to Chroma of 1,700,000 of the Company's Ordinary Shares, pursuant to he SPA; (ii) the TCA between the Company and (iii) the RRA between the Company, Chroma and Prioreces;

FURTHER RESOLVED, that subject to and as of the SPA Closing, Leo Huang and I-Shih Tseng, be, and the hever ar directors of the Company, with the conclusion of the 2020 annual general meeting of shareholders; and

FURTHER RESOLVED, that subject to his re-election and in the 2020 and 2021 annual general meetings of shareholders, and salget to the SPA Closing, Mr. Roft Anit, be, and he hereby is, appointed to server of the Board of Directors, while continuing to assume CEOS responsibilities, for a period of the date of the SPA Closing".

The Board of Directors recommends a vote FOR approval of the resolutions included hereinabove.

As each of Messes . Anit and Stern (who are deemed to have a personal interest in the foregoing proposed resolutions, ech of hem refrined from making a recommendation with respect thereto.

ITEM 2

RE-ELECTION OF DIRECTORS

Background

As mentionel above, Under the Aricles, the Board is than five (5) and not nore than ten (10) directors, The Board is currently comprised of seven (7) pembers, five (5) of whon are serving tems that expire at the Meeting; Directors (other than external directors under the Companies Law) are elected at econ annual general meeting for a term of apposimately one year, comment by our shareholders and ending at the conclusion of the next annual general meeting of sharebolders.

Re-election of Currently Serving Directors

Pursuant to the recommention of our Nominee, established in acordance with Rule 5605(e) it s proposed that Mr. Raf Am, Mr. Youn Stern, Mr. Youn Stern, Mr. Youn Stern, Mr. Fra Bendoly, Mr. Moy Ben-Arie and Prof. Chery Off be each of approximately one year, until the conclusion of the 2020 amual general meding of the Company's shareholders (with respect to Messrs. Bendove under "Resignation by Two (2) Currently-Serving Directors").

In acordance with Jsreel Jav, a nomines or submit a declaration to the Company, prior to his election, specifing that he has he requisite countifications to serve a s director, and the ability to devote the operforming his duties as such. The Company has received a declaration from each of the nomines, confiming that be posses the requisite skills and expertise, as well as sufficient time of the Company. The Company is not aware of any reason why any of the five nomines, if te-dected, would be unable to serve as a director. The e any understanding or agreement with respect to the future election of any of the proposed nomines.

The following are brief biographies of each of the five nominees, based upon the Company and information furnished by each nomines

Rafi Anit has served on our Board since ("CECC") as of Innuary 2014. Between 2010 and March 2017, Mr. Anit also served as our Active Chiman of the Board of Directors. Previously, Mr. Amis served as our Child August 2010 and as Chairman of the Board from 1987 unil April 2009. Since 1981, Mr. Anit has also servel as a director of Priortech and has been of Directors of Priorted since 1985. From 1981 unil 2004, Mr. Anit served as Priortech's CEO. M. Anit holds a B.Sc. in Industrial Engineering and Management from Technion - Israel Institute of Technology.

Yotam Stern has served on on Board since 1937 (and of Dood of Directors from May 2009 until 2012 Mr. Sem served as our Escutive View President, Business & Stategy. From 1998 until 2001, Mr. Stem served in the past as the Chief Financial Officer of Printed and has been erving as a director of Priortech since 2004. As of 1993 Mr. Sem also serves as a director of PCB Technologies Ltd. Mr. Stern holds a B.A. in Economics from Hebrew University of Jerusalem.

Eran Bendoly has served on our Baard since November 2000. Currently . Mr. Bendely serves as the CEO of Olliness consulting firm. From 2009 to 2012 Mr. Bendoy servel as the Chief Financial Officer of Expand Neworls of WAN optimization technology . From 2006 to 2008 Mr. Bendoly served as Chief Financial Officer of Pessoreta Inc., a leading vendor of intelligent network service creation platforms. From 2003 to 2006. Mr. Bendov served as CEO of Xenia National P. a limited partnership that operates a technology included in the 2002, Mr. Bendoly served as Director of Europe, Middle East & Africa of Mindsped Technologies, Inc., a U.S.-based fabless senientify on 1998 to 2001, Mr. Bendoly served as Chief Financial Officer of Novaret Semiconductor Ltd., and from 1996 to 1996, le served as Vice President, Finance and Operations of Northologies Ltd. Mr. Bendory holds a B.A. in International Relations from the Hebrew University of Jerselem and an M.B from the KU Leuven University of Belgium.

Mory Bon-Arie has served as our Claiman of the Bon-Arie has served as a consultant to entrepreneurs and investors since 2014. Peviously, Mr. Ben-Arie served as the CEO of Sinil 2014. From 2006 mill 2011 Mr. Ben-Arie also served as a managing partner of Vertex Ventures, where he focused on imesments in Israelirelated hi-ech companis and evaluation of companisation, IT, test equipment, medical equipment and multidisciplinary systems. During there years Mr. Ban-Are served as a member of the find investments in several companies and served as a board member in companies in their early stages, including Color Clip hos, Multiph, Expand Networks, Connability and Ethner of Valler Interest as a partner of Wallen Issael Ventures, where be focused on investments in Israelrelated hiech companies. During these years Mr. Belen in several companies and served as a board nember in companies from early stage, including Color Chip Inc. and Passwe, From 1996 unil 200 Mr. Ben-Vie served as a consultant in Wallen Israel, and financed seed phass for new startus. From 1991 unil 1998 Mr. Ber-Arie served as the co-founter and CEO of Radio 198 antil 1982 Mr. Ben-Arie served as an electronic engineer and a project namager in Elisra Ltd. Mr. Den-Arie hols a MBA from Tel Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology.

Chezy Off has served on our Board since October 2018. Prof. Of business consulting experience and served as a director at various compus. From 2012 unlil 2015, served as an external director of Adama Arrival Solutions Ltd. From 2004 until 2000, served as a director at Shutlers and as of 2016 active and as of 2016 active Chirman (nominated by the Issael) of the Issal Postal Banil 2019 served as a director in Soda Stream (Noslagr, Sola). As of 2016, Prof. Off serves at Halassah Medial Centers (Ein-Karen, Jensalan), As of 2013 at MCT Technologies, Inc. (Nasday, MCT). Por . Ofir is a Professor and Iracly nember at the School of Business Administration, The Hebrew University of Intributes B.Se. and M.S.: in Engineering Tom Ber-Curion University, and Ph.D. in Business Administation from Columbia University.

Ench of Messis. Ben-Lie, Off and Bendoly qualifies as an intector as defined by the rules and regulations of the NASDAQ Stock Market, and Mr. Beach is our financial expert for purposes of the Sarbanes-Oxley Act and the Nasdaq Rules.

Compensation to Re-Elected Directors

Pursuant to Israeli law, any arrangement between regarding such director's tems of office and employment (as a director or in other experitis in which is is engged with the Company) must generally be consistent with the Compensation Policy (the "Compensation Policy"), and generally requires the approval of the Company's Compensation Committee, Board and shareholders. This item, however, does not involve a vote of the shared below.

Below is a summary of the compensation received by our directors.

Cash

While Messis. Rafi Anit and Yolan Steering any compensation (either in cast or equivy) with respect to their service as our directors. Measts, More Ben-Are, Chazy Of rand Era Bendoly will receive, which in their re-election as directors of the Company, cash remumeration in the same mounts anchae annual fee, perine paticipation in meetings of the Board and its committes, and reinbursement of travel expenses for participation in a meeting which is held outside of their place of residence, in the following anounts NS 2,000 (apposimately \$ 723) as in-provincely \$ 723) as in-person participation fee, NS 1,60 (approximately \$ 434) for conference call participation and NIS 1,300 (approximately \$ 362) for written resolutions.

As these anounts are in the fixed anounts of the annual and participation fes, as set forth in regulations promulested under the Companies Law in comection with compansation to external directors (the "Remount of the Company's capial, and the maximum anounts of such fees set forth in the Companis Regulations (Aleviation for Public Companise whose on the Sost Exchange Outside of Issnel), 2000 (the "Alleviation Regulations"), they are exempt from shareholder approval, in accordance with the Israeli Companies Regulations (Relief from Related Party Transactions) – 2000 (the "Relief Regulations").

The above-mentioned cash remunerity is in line with the vision of the Company's non-ececutive (non-controlling) directors is entitled o receive cash fees that include annual and participation fees.

Equity

At the Special General Meeting held on October 2018, our share, Peof. Chery Ofir and Mr. Eam Bendoly shall each be entitled to receive an equity erant commised of thee thousand two hunded and wenty nine (1,229) Restricts RSUs were grated on the date of such Special General Meeting under the Company's 2018 Share Incention of three (3) years, on a quarterly basis (subject to continued service as a director). The amualized value of such equity grant to each of Messrs. Ben-Arie, Off and Bender and the cate of its approval by the Board (August 9, 2018), was appoximately ten thousand (10,000) USD

As of the date hereof, each of Messrs. Ben-Arie and Ofir hold 538 of our Ordinary Shares and Mr. Bendoly holds 778 of our Ordinary Shares.

As mentioned above, while Mr. Your does not receive any compensation, including in equity, with respect to his services as of the deter 08,445 of our Ordinary Shares.

Required Vote

The affirmative vote of the Shares representing a majority of the voing pover present at the Meeting, in proxy, by proxy card or by electronic voing, and voting thereon, is required for the re-election of Messrs. Rafi Amit, Yotam Stern, Eran Bendoly, Moty Ben-Arie and Chezy Ofir to serve on our Board.

The re-election of each of these five nominees will be voted upon separately at the Meeting.

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

"RESOLVED, that Mr. Rafi Anit be, and he Board for a tern of approximately one year, with the conclusion of the 2000 annual general meeting of the Company's shareholders" ;

"FURTHER RESOLVED, that Mr. Yotan Stern be, and he Bard for a tern of appreximately one year, will the conclusion of the 2020 amoung of the Company's shareholders";

"FURTHER RESOLVED, that Mr. Even Bender is, re-dected to the Board for a term of approximately one year, mil the conclusion of the 202 amad general mesting of the Company's shareholders ";

"FURTHER RESOLVED, that Moty Ben-brie be, and he Board for a term of approximately one your antil the conclusion of the 2021 amad general meting of the Company's shareholders "; and

"FURTHER RESOLVED, the Prof Chezy Of be, and he Board for a term of approximately one year, with the conclusion of the 2020 amoul general meeting of the Company's shareholders " .

The Board recommends a vote FOR approval of the proposed resolutions.

As ech of Messes . Anit, Stern, Bendol, Ber-sind interest in the foregoing proposed resolutions regarding his respective velection, acch of then refroined from making a recommendation with respect to his own re-election.

Mationaly, As a result of a voing agreen trelating to 3.1.9% of Printed from naking a recommendation vith respect to he re-election of Mr. Stern, and Mr. Stern has refrained from making a recommendation with respect to the re-election of Mr. Amit.

ITEM 3

AMENDMENTS TO THE COMPANY'S COMPENSATION POLICY

Terms and definitions used hereunder are in accordance with the terms and definitions as appear in the Compensation Policy.

Background

On October 14, 2013, our starcholders, following the Company's Compensation Committee and Board, approved the adoption of the Compansation Policy, which movides a framework for the tems of office Holders, including terms such as their hase salaries, cest homass, severage and other herefits, the grant of an exemption from liability, insurance and rights to indemnification.

Under the Companies Law, the Compensation time to time to time by the compensation committee and the board, in order to onsider its adequary, and must be reapproved by the compensation committee, board and shareholders of the company at least every three (3) years.

Our Compensation Policy was last amended and approved by our Compensation Committee, Board and shareholders in June 2018.

General

Our Compensation Committee and Board of Dreators have April 11, 2019 and April 14, 2019 respectively, that the Imitations of forth in the Compensation Policy with respect to the annual bonuses for Executives (other than the CEO) should be approval - as follows:

Section 8.1.4

The cap for the On Target Cash Plan of excluding the Company's CEO), shall be increased from 4 monthly base salaries.

Section 8.1.5:

The cap for the annual Cash Plan payment for each (excluding the Company's CEO), shall be increased from 6 monthly base salaries

Our Compensation Committee and Board believe that the Company's best interess and are appropriate and suitable, considering, anong others, the importance of motivating and incentivizing our Executives (excluding the cash incentives that are in line with the current narket procice for companies, and taking into account the Company's character, financial position, needs, prospects and strategic goals.

When reaching their conclusion Comnittee and Board and reviewed comparable industry data and data of per companis in our industry. According to the information receivel with respect to variable of excluding CBOs) in per-group companies, the members of our Commensation Committee and Bourd that the caps proposed are in line with the amounts provided to executives (excluding CEOs) of such peer-group companies.

The proposed amendments to the Compensation a revised version of the Compensation Policy attached to this Proxy Statement as Eshbit B (the "Amended Policy").

The Compensation Committee and Board resolved to approve the Amender approval, as required under the Companies Law.

If the above-mentioned ancention Policy are adopted by our shareholders, then the date of such adoption shall be the adoption of the Amended Policy in its entirety, so that the Amended Policy shall be in full force and effect for a period of three years thereafter.

If the adoption of the Anneded Policy is not appreved by our the current Compensation Policy shall continue to be in fill force and effect annil June 18, 201 – which is the end of the three (3)-year period that commenced on June 19, 2018, the date of its most recent adoption by our shareholders.

Required Vote

The affimative vote of holders of the Shares represented and voting on this proposal at the Meeting in proxy, by proxy card or the approval of the foregoing resolution, provided that, the skares voted in favor of this proposal are not held by "controlling shareholders with "pressunal interest" in the approval of such proposal, not taking, or that the total number of shares refered to above voted against this proposal, des not exceed two percent (2%) of the aggregate voting rights in the Company.

The Companies Law requires that each shares of the proposed resolution indicate whether or not he or she spersonal interes in the proposed resolution. For a comblete discussion "control" and "heres", and how to indicate whether you are a controlline shareholder or have newsed interest in this nonosed resolution, please see Item 1 above, under the caption "F. Required Vote".

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

"RESOLVED, the Anended Policy, in the form attached as Edition of the 2019 Amad General Meeting of Sharebolders, be, and it herely is, gproved for a term of three years as of the date hereof".

The Board recommends a vote "FOR" approval of the proposed resolution.

As all nembers of the Board hiterest in the foregoing proposed resolution, in accordance with the Conpunce Law, they were and vote on said resolution.

ITEM 4

APPOINTMENT OF INDEPENDENT AUDITOR

Background

The Companies Law and our Articles provided as a crise appointed as an incependent auditor of the Company at the annual general meeting of the shareholders of the Company, and that the independent audition will immediately following the date of the next annual general meeting, or until such has annal general meeting, provided that the no longer than unil the end of the third annual general meeting in which such auditior was appointed. An incependent auditor who has completed a period of appointed. The Company may appint several audiors to conduct the audit jointly. In the event the position of an audior has become vacan and the company and to the Board shall corvere a special meeting of shareholders as som as nossible to appoint an auditor.

General

At the Medialers will be asked to reapont Somekt Clasin, a member firm of KPMG International ("Somether audior of the Company and innediately following the next annual general meeting of shareholders.

Somelti Chailin, was first appinted as the Company's intent and the 2006 annual general neeting of shareholders. Over the earsed the services of Eli Goldstein, managing partner of Eli Goldstein & Co., Certified Accountants who served as joint independent with Someth Chaikin, with Someth Chaikin serving as ole auditor for all SEC filings and reporting.

The Company's Audit Committee and Board of Directors and are satisfied with the performance of Someth Claskin and Eli Goldsein; hovever, each of the foregoing are of the opinion that, taking into consideration the Company's sinterest of the Company that, going forward, the Company shall engge only one independent audion. Accordingly, the Bourd of Directors recomment of Someth Clailin (who are, as nectioned above, the Computer of the Computy over the vears and the one and the one and the one a all SEC filings and reporting) as the Company's sole independent auditor until immediately following the next annual general meeting of shareholders.

Notwithstanding the Connan's Audi Comnitee and Board of Directors resolved that, in light of Elf Goldstein's borganing experience and acquaintanes with the Company and is affairs, and the antipution of said experience to the Transation with Chroma (which is dealed in Item I above), it would be in the Conney's best interest to have Eli Goldstein continue providing certain non-audit services to the Company until the SPA Closing,

Approval of the re-appointment of Somekh Chaikin is now being sought from the Company's shareholders.

According to the Company's Articles, the Board is author's compensation in accordance with the volume and rature of the services realerd by him. The following table resents information the agereate annount of fees rail by the Commany to the Company for the Company for the lisal vear eded December 31, 2018:

Services Rendered		Fees
Audit fees[1]	ਦੇ ਦੇ	249,437
Tax[2]		14.551
Total	S	263,988

^{11 .} Audi fees for the year ended December 31, 2018 verses rendered for the integrated and of the Company's annual consolidated financial statemal controls over financial reporting (2017 audit of financial satements) and services that are normally provided by independent registered public accounting fim in onnection with statutory and regulatory filings or engagements.

^[2] Tax fees relate to tax compliance, planning and advice.

Required Vote

The affimative vote of Shares representing a majority of the Onlines present at the Meeting, in person, by proxy card or by electronic voting, and voting on the mater, is necessary for the re-qpointment of Soment auditor of the Company and for authorizing the Board, following the Audit Commentation, to determine the auditor's fees for the term of his appointment.

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

"RESOLVED, that (i) Somether from of KPMG International, be re-appointed as the Company, until the concusion of the 2020 annual general meeting of shareholders; and (i) the Board of the Cathorized to deternine the fees for Sonelh Chaikin at the Audit Comnittee's recommendation, for the term of heir appointment, according to the nature and volume of their services."

The Board recommends that the Company's shareholders vote FOR the approval of the proposed resolution.

RECEIPT AND CONSIDERATION OF THE AUDITOR'S REPORT AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

At the Mecing, our auditors' report and the and itstenents of the Company for the fiscal year ended December 31, 2018 will be presented. The Company will bold a discussion with respect thereto, as required by the Companies Law. This item will not involve a vote of the shareholders.

The foregoriz and the audited consolidated financial statements, as well as our annual report on Form 20-F for the SEC on March 25, 2019), may be viewed on our website http://www.cameste.of the SEC at www.se.gov, through the kneil Securites Authority's electronic filing system at http://www.magna.isa.gov.il, or through the TASE at http://maya.tase.o.il. Note of the audited financial satements, Form 20-F of the ontents of our website form part of the proxy solicitation material.

By Order of the Board,

MOTY BEN-ARIE

Chairman of the Board of Directors

April 23, 2019