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Camtek Ltd. — Proxy Solicitation & Information Statement 2007
Nov 27, 2007
6712_rns_2007-11-27_7a367997-0568-4e94-9915-72f5893b1042.pdf
Proxy Solicitation & Information Statement
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431711/v3
CAMTEK LTD.
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
December 27, 2007 (This proxy is solicited by the Board of Directors of Camtek Ltd.)
The undersigned shareholder of Camtek Ltd. hereby appoints Messrs. Rafi Amit and Yotam Stern, or either of them, with full power of substitution, proxies to vote the shares which the undersigned could vote if personally present at the Annual General Meeting of Shareholders of Camtek Ltd., to be held at the law offices of Shibolet & Co., at the Museum Tower, 4 Berkowitz St., Tel-Aviv, Israel, on December 27th, 2007 at 4:00 P.M. local time.
ITEM 2. RE-ELECTION OF DIRECTORS (as described in the Proxy Statement)
NOMINEES:
Rafi Amit Yotam Stern Eran Bendoly
☐ FOR ALL ☐ WITHHOLD ALL ☐ FOR ALL EXCEPT:
INSTRUCTION: To withhold authority to vote, mark “For All Except” and write the nominee’s name on the line below.
ITEM 3. GRANT OF RESTRICTED SHARE UNITS (RSUs) TO THE COMPANY’S CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER AND TO THE COMPANY’S DIRECTOR AND EXECUTIVE VICE PRESIDENT, BUSINESS & STRATEGY, PURSUANT TO THE COMPANY’S 2007 RESTRICTED SHARE UNIT PLAN (as described in the Proxy Statement)
GRANTEES:
Rafi Amit Yotam Stern
2a. To grant 18,000 RSUs to Rafi Amit:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 2A. Shareholders who DO NOT have a personal interest (as such term is defined in the Companies Law) in the grant of RSUs to Rafi Amit should indicate their vote here: | ☐ | ☐ |
| 2B. Shareholders who HAVE a personal interest (as such term is defined in the Companies Law) in the grant of RSUs to Rafi Amit should indicate their vote here: | ☐ | ☐ |
2b. To grant 7,200 RSUs to Yotam Stern:
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 2A. Shareholders who DO NOT have a personal interest (as such term is defined in the Companies Law) in the grant of RSUs to Yotam Stern should indicate their vote here: | ☐ | ☐ | ☐ |
| 2B. Shareholders who HAVE a personal interest (as such term is defined in the Companies Law) in the grant of RSUs to Yotam Stern should indicate their vote here: | ☐ | ☐ | ☐ |
A vote indicated under Item 2A will be deemed a representation that the undersigned does not have a personal interest for the purpose of this Item, and a vote indicated under Item 2B will be deemed a representation that the undersigned does have a personal interest for the purpose of this Item. If a vote is indicated in both Item 2A and 2B, then the vote indicated in Item 2A will be disregarded.
ITEM 4. APPROVAL AND ADOPTION OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY FOR THE PERIOD COMMENCING SEPTEMBER 1ST, 2007, THROUGH AND INCLUDING AUGUST 31ST, 2008 (as described in the Proxy Statement)
☐ FOR ☐ AGAINST ☐ ABSTAIN
ITEM 5. APPROVAL OF A FRAMEWORK AGREEMENT FOR THE PURCHASE OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY (as described in the Proxy Statement)
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 5A. Shareholders who DO NOT have a personal interest (as such term is defined in the Companies Law) in the approval of the framework agreement should indicate their vote here: | ☐ | ☐ | ☐ |
| 5B. Shareholders who HAVE a personal interest (as such term is defined in the Companies Law) in the approval of the framework agreement should indicate their vote here: | ☐ | ☐ | ☐ |
ITEM 6. APPROVAL OF RE-APPOINTMENT OF JOINT INDEPENDENT AUDITORS
431711/v3
☐ FOR ☐ AGAINST ☐ ABSTAIN
With respect to the proposal to re-appoint Goldstein Sabo Tevet and Somekh Chaikin, a member firm of KPMG International, as the Company's joint independent auditors for the fiscal year ending December 31, 2007, and the authorization of the Board of Directors to determine the auditors' fees, following the recommendation of the Audit Committee.
SHOULD THIS PROXY BE SENT WITHOUT SPECIFYING A VOTE IN ITEMS 3 OR 5, THEN IT WILL NOT BE COUNTED AS A VOTE REGARDING THE ITEM; SHOULD THIS PROXY BE SENT WITHOUT SPECIFYING A VOTE IN EITHER ITEMS 2, 4 OR 6, THEN IT WILL BE COUNTED AS A “FOR” VOTE FOR THE RELEVANT ITEM. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS NAMED ABOVE AS PROXIES.
Note: Please date and sign exactly as your name appears on the envelope in which this Proxy was mailed. If shares are held jointly, each shareholder should sign. Executors, administrators, trustees, etc. should use full title and, if more than one, all should sign. If the shareholder is a corporation, please sign full corporate name by an authorized officer. If the shareholder is a partnership, please sign full partnership name by an authorized person.
Printed Name(s) of Shareholder
Signature(s) of Shareholder
Dated: _________________________
431711/v3