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Camtek Ltd. — Proxy Solicitation & Information Statement 2015
Jun 16, 2015
6712_rns_2015-06-16_785bb1cc-a29e-45db-bc86-2d65b139041b.pdf
Proxy Solicitation & Information Statement
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FORM OF PROXY CARD
CAMTEK LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AUGUST 5, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appoints Messrs. Rafi Amit and Moshe Eisenberg or either one of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this Proxy, all of the Ordinary Shares of Camtek Ltd. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 10:00 a.m., on Wednesday, August 5, 2015 at the Company's offices at Ramat Gavriel Industrial Zone, Migdal Ha'Emek, Israel, and any adjournment or postponement thereof (the "Meeting").
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S), IF SUCH DIRECTIONS ARE MADE BY THE SHAREHOLDER, IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL, AND AS SUCH PROXIES DEEM ADVISABLE WITH DISCRETIONARY AUTHORIZATION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
CAMTEK LTD.
August 5, 2015
Please date, sign and mail your proxy card in the envelope provided as soon as possible
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS NO. 1-5. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☐
- To re-elect Messrs. Rafi Amit, Yotam Stern and Eran Bendoly to serve on the Board of Directors of the Company until the conclusion of the 2016 annual general meeting of shareholders;
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| NOMINEES: | |||
| Rafi Amit | ☐ | ☐ | ☐ |
| Yotam Stern | ☐ | ☐ | ☐ |
| Eran Bendoly | ☐ | ☐ | ☐ |
- To re-elect Ms. Gabi Heller and Mr. Rafi Koriat to serve on the Board of Directors of the Company as external directors, for additional terms of three years each;
| NOMINEES: | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| Gabi Heller | ☐ | ☐ | ☐ | ☐ |
| Rafi Koriat | ☐ | ☐ | ☐ | ☐ |
-
To approve amendments to the Company's Compensation Policy. ☐ ☐ ☐
-
To approve employment structure and compensation for the Company's Chief Executive Officer;
Increase of time basis and annual base salary ☐ ☐ ☐ Grant of cash bonus for the year 2014 ☐ ☐ ☐ Cash bonus plan for the years 2015, 2016 and 2017 ☐ ☐ ☐ Grant of equity compensation ☐ ☐ ☐
- To re-appoint Somekh Chaikin, a member firm of KPMG International, and Raveh Ravid, as the Company's joint independent auditors until the conclusion of the 2016 annual general meeting of shareholders, and to authorize the Company's Board of Directors to set the annual compensation of the independent auditors, at the Audit Committee's recommendation, in accordance with the volume and nature of their services.
PLEASE NOTE THAT BY EXECUTING AND SUBMITTING THIS PROXY CARD YOU HEREBY REPRESENT THAT YOU ARE NOT A "CONTROLLING SHAREHOLDER" AND THAT YOU DO NOT HAVE "PERSONAL INTEREST" IN RESOLUTIONS NO. 2, 3 OR 4 PROPOSED HEREIN, SEE THE "REQUIRED VOTE" SECTIONS IN ITEMS B, C AND D OF THE PROXY STATEMENT FOR MORE INFORMATION, INCLUDING HOW TO INDICATE THAT YOU ARE A "CONTROLLING SHAREHOLDER" OR THAT YOU DO HAVE "PERSONAL INTEREST".
To change the address on your account, please check the box at right and indicate your new address in the address space above. ☐
Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder ___________________________ Date _______________
Signature of Shareholder ___________________________ Date _______________
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.