Camtek Ltd. — Proxy Solicitation & Information Statement 2018

May 22, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the Month of May 2018

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.

Form 20-F 図 Form 40-F □

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

Yes □ No 网

CAMTEK LTD.

This amendment on Form 6-K Armished to the Securities and Exchange Commission on May 3, 2018, wheein Camek Ltd. ("We", "we" or the "Company") filed its Proxy Statement in connection with the Annual General Meeting of Shareholders (the "Meeting") to take place on June 7, 2018.

Attached as Exhibit A to this Form 6-K A and incered berein is an amended Proxy Statement, and ament, and ament a certain provision relating to the proposed Deferred Achievenent meeting of the PRSU Framework terms, as provided for under Iten E of the Proxy Statenent.

Other than ameding the aformation under Item E, all other information included in the original Proxy Card filed with it, remain uncharged.

SIGNATURE

Parsuant to the requirements of the Securities Exchant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAMTEK LTD. (Registrant)

By: /s/ Moshe Eisenberg

Moshe Eisenberg, Chief Financial Officer

Dated: May 22, 2018

CAMTEK LTD.

NOTICE OF 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 7, 2018

Dear Shareholder,

You are cordially invited to attend, and notice is he 2018 Annual General Meeting of Shareholders of Camek Ltd. (the "Company") to be held at the Company's offices at Ranat Gavriel Industrial Zone, Migdal Ha "Enel, (the"), on Thursday, June 7, 2018 at 16:00 PM (sxael ime) (the "Meeting") for the following pupposs:

• A) To re-lect Messs. Raff Anit, Yotan Stem, Fran-Ben-Are to serve on the Board of Directors of the Company unlit the conclusion of the 2019 amanle general meting of shareholders; equity grants to our two non-controlling directors;
• B) To re-lect Ms. Gabi Heller and Mr. Rafi Koria to serve on the Company as esternal directors, for additional terms of three years each, equity grans to our external directors;
• C) To re-approve the grant of indemnification and exemption letters who are also Controlling Shareholders, Messrs. Rafi Amit and Yotam Sem;
• D) To approve certain amendments to the Company's Compensation Policy;
• E) To approve the adoption of a Special Equity Award for the Company's Office Holders (excluding the CEO);
• F) To approve compensation for the Company's Chief Executive Officer;
• G) To approve certain amendments to the Company's Articles of Association; and
• H) To approve the re-appointnent of Someth of KPMG International, and the apprintent of Eli Goldstein & Co., Certified Phblic Accountants, as the Company's joint independent audiors for the fiscal year ending DV annual general meeting of starebolders, and o authorize the Company's Bord of Directors to set the annual compensation of the independent audit Committee's recommendation, in accordance with the volume and nature of their services.

At the Mecine, you will also have an opportunity to reast and the audited consided financial statements of the Company of the vear anded December 31, 2017; this item will not involve a vote of the shareholders.

Should changes be nade to any item on the Meeting after the publication of this Proxy Statement, the Company will communicate the changes to is stareholders through the publication of a press release, a copy of which will be Securities and Exchange Commission (the "SEC") on Form 6-8 and with the Israeli Securites Authority,

Only shareholders of record at the close of business day 10, 2018, the record date for determing those shareholders eligible to vote at the Meeting and any postponements or adjournments thereof. All such shareholders are cordially invited to attend the Meeting in person.

Whether or not you plan to atend to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage it mailed in the United States Shares are registed with a member of the Tel-Aviv Stock Exchange Ltd. ("TASE"), should deliver or mail (via registered mail their completed proxy to the Company's Office, attention of the overship corfiting his or her share ownership as of the rectificate must be approved by a recognized financial institution, i.e. that TASE menter than extrem as required by the Israel Companies Regulations (Proof of Shares for Voling a General Meeting) of 2001. Such shareholder is entificate in a branch of the relevant TASE member or by mail to his or her address, if the shareholder so requested. Such a request must be accupt in advance. Alternatively, sharebolders who hold skages through members of TASE may vote electronically via the electronic voing system of the Israel Securities Authoring to the time set for the Meeting (i.e., 10:00 AM Israel time on Thursday, June 7, 2018). 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 Meeting and vote in person, and any person giving a proxy has the right to revole it any time before it is exercised.

Joint overs of shares should take note that, pursuant to Association of the Company, the joint over whose name appears first in the Company's Sharehoders Register will be entitled to vote at the Meeting. If such joint owner whose name appears thereafter may vote, and so foth.

A proxy will be effective only if it is received at than twenty four (24) hours prior to the fine of the Meeting (i.e. 16:00 PM Irael time on Veneday, une e, 2018), or – in the case of shareholders voting electronically (as described above) - no later than six (6) hours prior to the time of the Meeting.

By Order of the Board of Directors,

MOTY BEN-ARIE

Chairman of the Board of Directors

May 3, 2018

• ii -

PROXY STATEMENT

CAMTEK LTD.

2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 7, 2018

This Provy Statement is being funished to the holers, Nevel Shekels ("NS") 0.01 nominal (par) value per share (the "Shares"), of Cantek" of the "Company") in concection with the soliciation by the Company (the "Board" or "Board of Directors") of provise for use at the Company's 2018 Amala Geneal Meeting of Shareholders, or at any postponement or adjournment thereof (the "Meeting").

PURPOSE OF THE ANNUAL GENERAL MEETING

The 2018 Annual General Necting will be held on Thursel time), at the Company's offices, Ramat Gavriel Industrial Zone, Migdal Ha'Emel, Israel for the following purposes:

• A) To re-dect Messs: Raff Ami, Yotan Stem, Fran Ben-Are to serve on the Board of Directors of the Company until the conclusion of the 2019 amaal general meeting of shareholders; equity grants to our two non-controlling directors;
• B) To re-lect Ms. Gabi Heller and Mr. Rafi Koria to serve on the Company as external directors, for additional terms of three years each, equity grans to our external directors;
• C) To re-approve the grant of indemnification and exempling are also Controlling Shareholders, Messrs. Rafi Amit and Yotan Sem;
• D) To approve certain amendments to the Company's Compensation Policy;
• E) To approve the adoption of a Special Equity Award for the Company's Office Holders (excluding the CEO);
• F) To approve compensation for the Company's Chief Executive Officer;
• G) To approve certain amendments to the Company's Articles of Association: and
• H) To approve the re-appointment of Someth of KPMG International, and the appointent of Eli Goldstein & C., Certified Public Accountants, a the Company's joint independent audiors for the fiscal year ending December 31, 2018 annual general meeting of starebolders, and to anthorize the Company's Board of Directors to set the annual compensation of the independent audit Committee's recommendation, in accordance with the volume and nature of their services.

Additionaly, at the Meeting, shareloders will have an opportunity to readitors' report and the audied consolidated financial statements of the Company for the year ended December 31, 2017; this item will not involve a vote of the shareholders.

RECORD DATE AND VOTING RIGHTS

Only holders of record of Shares at the close of business on Thursday Marcholders eligible to vote at the Mecing, will be entitled onotice of and to vote at the Meeting and any adjurnment thereof. 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 vited in accordination. If a choice is not specified by a shareholder, the form of proxy will be voed "FOR" all proposals and in the proxies with respect to all other matters which may properly come before the mest. On all matters considered at the Meeting and broker non-votes will be reated as neifer a vote "FOR" no" 'AGANST' the matter in deceming if a quorum is present. Broker now votes are votes that bokers of record for their clients are, pursuant to applicable stock exchange or other rules, precluded from casing in resp of certain non-routine proposals because not received specific instructions from their clients as to the manner in which such should be voted on those proposals and as to which the brokers have advised the Company that, accordingly, they lack voting authority.

Shareholes whose shares are resisted with a member of TASE, should deliver or mail (via resisted now to the Company's Office, atention: CFO, together with ownership certificate confirming as of the record date, which certificate must be approved by a receptized financial institution, i.e. that "ASE menter through which le or she hold their shares, as required by the Israelions (Proof of Ownership of Shares for Voiting of 2000. Such stareboder is entitled to receive the overship certificate in a branch of the relevant TASE mented on the address, if the skareholder so request must be made for a particular scurities accurities accurities accur in advance. Alternatively, shareholders who holders of TASE may vote electronically via the lectronic voing system of the Israel Security, Authority, yo o six (6) hours before the time set for the Meeting it .. , 10:00 AM Israel instructions about electronic voing from the TASE nearther the TASE nearther the TASE nearther the TASE nearther t which you hold your shares.

A proxy will be effective only if it is received at than twenty four (24) hours prior to the fine of the Meeting (i.e. 16:00 PM Irael time on Veneday, une e, 2018), or – in the case of shareholders voting electronically (as described above) - no later than six (6) hours prior to the Mecting.

Shareholers may revise the authority granted by time before the effective execuse the effective execuse thereof by. (i) filing with the Company a written notice of evocation executed proxy bearing a later date; (i) electronical of ifi) voting in person at the Meeting. However, if a shareholder attends the Noe in person, his or her proxy or electronic voting will not be revoked.

Proxies for use at the Meeting are being solicity of the Company chiefly by nail; however, certain officers, circuitors, circuitors, comployees and agents of the Company, non whom will receive additional compensation possion posics by telephone, email or ther personal contact. The Company will bear the cost for the soliciation of the proxies, including postage, priming and will reimburse the reasonable expenses of browarding material o beneficial o beneficial o beneficial o beneficial overs of Ordinary Sh

QUORUM

The presence of two (2) or more shareholders, present on by electionic voling, and holding together Shares conferring in the ageregate at least werity five percent (25%) of the voing rights of the Constitute a quorum at the Meeting. It virtim half an hour from the time appointed for the Meeting a quorum is not present, the Meeti shall stad adjourned to June 6, 2018, at the same in editing, if a quorum is not present within half an hour from the time appainted for the Mecting, the Mecting, the Mecting will take place regardless of whether a quorum is present.

BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information, as of April 2018, regarding: (i) persons or entities known to the Company's issued and outstanding Shares; (i) each ' office holder", as such companies Law, 5759-1999 (the "Company the "Office Holder") known to the Company to beneficially own more than 1% of the Company's issued and outstanding Shares; and (iii) all Office Holders of the Company as a group

I The term "Office Holder" as defined in the chief excutive officer, an excutive vice president, a vice president, a vice president, any other person fulfiling or asuming any of the foregoing positions without regard to such person's title and any manager who is directly subordinated to the efficer.

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

Except where of except pursuant to community property laws, we believe, based on information firmshed by such owners 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.

The "Number of Shares Benefinity Owned" in the table that may be aquired by an individual or group upon the execuse of options that are either currently exercisely or will become execisable within is y (60) days a of April 30, 2018. The Shares that may be issued to be outstanding for purpose of determining the percentage of ownership of such individual or group, but are not de purpose of etermining the percentage of ownership of any other individual or group shown in the table.

Name of Beneficial Owner	Number of Shares Beneficially Owned(1)	Percent of Shares Beneficially Owned(2)
Priortech Ltd. ("Priortech") (3)	15,667,695	43.52%
Rafi Amit(4)	153.136	0.43%
Yotam Stern (5)	138.200	0.38%
Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot")(6)	2,823,478	7.84%
Phoenix Holding Ltd. ("Phoenix")(7)	1,919,781.59	5.33%
Office Holders as a group (9 persons)(8)	393.440	1.09%

(1) The total number of options held by the above table that are currently exercisable within 60 days as of April 30, 2015, 12:00, 40.

(2)

(3) Priorted, our controlling sharely public company traded on TASE. As of April 30, 2018, Mr. Rafi, our Chief Executive Officer and director, bolds 0.2% of Priorted issued and outstanding share copital, and Mr. Yotar, holds 9.29% of Priortech's issued and outstanding share capital. As a result of a voing ageonat relating to appoximately 3% of Priortech's voting inter-alia joint voting at Priortech's general meetings of shareholders and the right of first refissal anong themselves, Mr. Amit and Mr. Stern may be deemed to control Priortech.

• (4) Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
• (5) Mr. Stem directly owns 108,200 of our Shares. In addition, as Mr. Steen (see footne 3), he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Stern disclaims such beneficial ownership of such Shares.
• (6) Based on the Schedule 13G filed by Yelin Lanidot and Doy Yelin on January 29, 2018, which presented ownership as of December 31, 2017, The 2,82,478 Ordinar Stars reported under such Schedule 13G by Yelin Lapidot finds managed by Yelin Lapidor Provident Funds Management Ltd. (606,152 Ordinary Shares) and mutual finds managed by Yelin Lander ent Ltd. (2.21.326 Ordinary Shares), each a wholy over subsition of Yelin Lanidot (the "Yelin Lanidot (the "Yelin Lanidot (the "Yelin Subsidiaries"). Messrs. Yelin and Lapidot each own 25% of the voing rights of Yelin Lapidot, and are responsible for the day-dear management of Yelin Lapidot The Yelin Lapido Subsidiaries operatent management and make their own integendent voting and investment decisions. Any economic interest or beneficial overship in any of the Company's Octinates is he benefit of the members of the provident fimls, as the case nay be. Each of Nesss. Yelin and Landot, Yelin Lapidot, and the Yelin Lapidians bestical overship of the Ordinary Stares covered by the abvementioned Schedule 13G. You're Lapidors principle address is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel.
• (7) owneship as of December 31, 2017. The 1,919,81.59 Odinary Shares reported under such Schedule 13G by wrious direct or indirect or indirect or indirect or indirect or indirect wholly-ovned subsidiaries of Phoenix Subsidiaries"). The Phoenix Subsidiaries mange their own finds and/or the finals of exchangetraded notes or various insurance policies, nembers of provident finds, unit holers of mutual funds, and portfolio management clients. Each of the Phoenix Stobidiaties operates under interestent and nakes its own investment decisions. Phoenix is a majoriy-owned subsidiary of the Delek Group. The majoriy of Delek Groups outstanding share conned, directly and indirectly, by Isshak Sharon (Tshura) through private companies wholly-owned by him, and the remainder is held by the public. Each of Itshaw Shares and the Phoenix and the Phoenix Subsidiants the existence of a group for purposes of Section 13(0) of the Exchange Act. as well as the existence of any be Company's Ordinary Shares in excess of their actual peaming interest therein. Phoenix's principal address is Derech Hashalom 53, Givataim 53454, Israel.
• (8) than Messys. Amit and Stern (including their beneficial), benticially owns less than 1% of our outstanding Shares (including options held y each such person which have vested or will vest within 60 days as of April 30, 2018) and have therefore not been listed separately.

For information relating to the compensation of our five (5) most highly compensed of the year ended December 31, 2017, please see "tem 6. Dreators, Senior Management and Employes – B. Compensation of Covered Office Holders" in our annual report for 2017 on Form 20-5 with the SEC on March 15, 2018 (File No. 000-30664).

ITEM A

RE-ELECTION OF FOUR (4) DIRECTORS; EQUITY GRANTS TO OUR TWO (2) NON-CONTROLLING DIRECTORS

Background

Under the Company's Articles of Association (the "Articles"), the Board is than free (10) directors. The Board is currently compised of six (6) members, four (4) of whom are serving that expire at the Meeting: Directors (olter than external directors under the provisions of the Companis Law) are elected at each annual general meeting for a tem of appointent by our ther apportment by our shareholders and ending of the next annual general meeting of shareholders.

General

Re-election

Pursuant to the recommendation of our Nomination of accordance with Rule 5605(e) of the Nasdaq Marketplace Rules (the "Yandaq Rules"), it is proposed that Mr. Raf Anit, Mr. Yotam Stem, Mr. Moty Ben-Arie and Mr. Eran Beated as our director. If te-elected, Mr. Amit, Mr. Moty Ben-Arie and Mr. Bendoly will each sere for a term of approximately one year, until the conclusion of the 2019 annual general meeting of the Company's shareholders.

In acordance with Israel Invest in service as a drector must submit a declion, specifing the he he has the requisite qualifications to serve as a director, and the ability to devote the appropriate time as such. The Company has received a declaration from each of the nomines, confiming that be possess the cequisite skills and expertise, as well as sufficient time and recor of the Company is not aware of any reason why any of the four nominess, if te-fected, would be unable to serve as a director. The Company inderstanding or agreement with respect to the future election of any of the proposed nomines.

The following are brief biographies of each of the four (4) nominess, based upon the records of the Company and information furnished by the nomineer

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

Yotan Stern lass served on on Board since 1987 (and of Directors from May 2009 mil. August 2000). From 200 Lunii 2012 Mr. Sem served as our Exceutive Voc President, Business & Strategy, From 1998 until 2001, Mr. Sem served in the past as the Chief Financial Officer of Printed and has bearning as a director of Priortech since 2004. As of November 2012 Mr. Sten also serves as CEO of PCB Technologies Ltd., our affiliate which is also controlled by Priorted. Mr. Stern holds a B.A. in Economics from Hebrew University of Jerusalem.

Eran Bendoy has served on our Boards ince November 2000. Currently Mr. Bendely serves as the CEO of Olibert Little . From 2009 to 2012 Mr. Bendely served as the Chief Financial Officer of Expand Networks of WAN optimization technology From 2006 to 2008 Mr. Beatley served as Chief Financial Officer of Personal Officer of Person leading vendor of intelligent network service creation platforms. From 2003 to 2006, Mr. Bendony served Ltd, which is the managing partner of Xenia Ventures LP, a limited partnership that operates a technology inculture in the 200 to 2002, Mr. Bendsy served as Director of Finance for Europe, Middle East & Africa of Mindspeed Technologies, Inc., a U.S. Jasod fabless senionature. From 1991 to 2001. Mr. Bendoy served as Clief Financial Officer of Novace Semionature Ltd., and from 1996 to 1996 he served as Vice Pesident, Finance and Operation of Novacon Ltd. Mr. Bendoly lodes a B.A. in International Relations from the Hebrew University of Jersity of Jersity of Jers from the KU Leuven University of Belgium.

Mory Ben-Arie has served as our Chaiman of the Board since has served as a consultant to entrepreneurs and investors and investors since 2014. Peviously, Mr. Ben-Are served as the CEO of Sint Technology from 2014. From 2006 unil 2011 Mr. Ben-Arie also served as a managing partner of Vertures, where he focused on investmants in Israelrelated hi-tech companis in the feld of telecommunication, IT, test equipment, medical equipment and multidisciplinary systems. During these years Mr. Ben-Are served as a member of the find investments in several companies and servel as a board member in companies in their eacy stags, including Color Chip Inc. Multipin Expand Networks, Comability and Ellow Newved as a partner of Wallen Issael Ventures, where he fouced on investments in Israeli related hi-lech companies. During these years Mr. Beveral companies and served as a boad member in companies from early stage, including Color Chip his and Passwe. From 1996 mill 2001 Mr. Bered as a director in Nation Ltd, as a consultant in Vallen Isseel, and financed seed phases for new startups. From 1991 unil 1998 Mr. Bo Arie served as the co-founter and CEO of Radonn Ltd., Mr. Bar-Arie served as an electronic engineer and a project manager in Elism Ltd. Mr. Ber-Arie holds a MBA from Tel Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology.

Each of Mr. Bendoy qualifies as an independent director as defined by the rules and regulations of the NASDAQ Stock Market, and Mr. Bendoly as a finanial expert for purposes of the Sarbanes-Oxley Act and the Nasdaq Rules.

Compensation to Mr. Ben-Arie and Mr. Bendoly

Pursuant to Israel Inv, any arrangement between regarding such director's terms of office and employment (as a director or in other capacities in which he is engged with the Company's generally be consistent with the Compansion Policy (the "Compensation Policy"), and generally requires the approval of the Company's Compensation Committee, Board and shareholders.

Cash

While Messrs. Rafi Anit and Yourn Stern any compensation with respect to their service as our directors, each of Messes, subject to the aproval of their respective re-election as drectors of the same anounts as paid to our esternal directors: these anovals include annual fear ne-mesime participation fee for participation in meetings of the expenses of participation in a meeting which is held outside of their place of their place of cesidence, in the following anounts: NS 70,000 (appoximately ST2) as in-person participation fee, NS 1,560 (approximately S-33) for conference call participation and NIS 1,300 (approximately \$361) for written resolutions.

As these anounts are in the anounts of the annual and participation fes, as set forth in regulations promulgated under the Companies Law in connection with compansation to external directors (the "Remuner of the Company's capital, and the maximum anounts of such fess set forth in the Companis Regultions (Alleviation for Public Comments whose Snot Eschange Outside of Issae). 2001 the "Alleriations". they are exempt from shareholder approval, in accordance with the Israeli Companies Regulations (Relief from Related Party Transactions) – 2000 (the "Regulations").

The above-nentioned cash remunerion is in line with the your of which each of the Company's non-executive (non-controlling) directors is entitled to receive cash fees that include annual and participation fees.

Equitv

On Nay 2, 2018, following approval by our Committee, our Board of Drectors resolved that, subject to the approval of their respective re-elections as directors as directors o each of Messrs. Ben-Arie and Bentled to receive an equity grant, compised of a total of four thousand three hundred and sixty six (4,366) Restricted State Units (the "Directors' RSUs"), equal to the equity grant proposed for our external directors, as described in Item B below.

If approved by our shareholders, the Directors' RSUs shall be date of the Meeting (the "Grant Date"), subject to the expression of the "2018 Plan") by the Issael tax authority prior to such in the ever a period of three (3) years, on a quarterly basis, with one wellth (1/2) of the total anount granted vested and reaster peginning three (3) months following the Grand Date, and the following calendar quarters. The Directors RSUs will be granted under the 2018 Plan and under the Capital Gains Route of Section 102(b)(2) of the Israeli Income Tax Ordinance").

The annualized value of the proposed quity grant for and Beatoly, wing the fair value as of the date of its approval by the Baard (May 2, 2018), is approximately ten thousand (10,000) USD.

The proposed equity grant is in line with the Company's none to which each of the Company's non-controlling directors may be entitled to receive equity based compensation, the annual value of which shall not exceed thirty thousand (30,000) USD, and which shallments.

As of the date hereof, Mr. Bendoly holds two hundred and forty (240) of our Ordinary Shares. Except for said ownership by Mr. Bendoly do not beneficially own any of our Shares or hold equity convertible into shares.

Required Vote

The affirmative vote of the Shares representing a majority of the voling power present at the Mecing, in proxy, by proxy card or by electronic voing, and voting thereon, is required for the re-election of Mess. Rafi, Moty Ben-Arie and Eran Bendoy to serve on our Board, and for the Director's RSUs to Moty Ben-Iniand Eran Bendoly.

The re-lection of each of these four nonines will be vote for each of Mr. Ben-Arie and Mr. Bendoly shall also include a vote with respect of their proposed equity grant)

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 appreximately one year, until the concusion of the 2019 annual general meeting of the Company's shareholders";

"FURTHER RESOLVED, that Mr. Yotan Seen be, and he Board for a term of appreximately one year, until the conclusion of the 2019 annual general meetine of the Company's shareholders";

"FUKTHER RISOLVED, Inc. Mr. Eran Bendry is, re-dected to the Board for a term of approximately one year, with the concinsion of the 2019 amad general meting of the Company's shareholders; and with respect to approve the grant of 4,366 Directors' RSUs to Mr. Event described in Ient Agented in Ient A of the Proxy Statement for the 2018 Annual General Meeting of the Company's shareholders ";

"FURTHER RESOLVED, that Mr. Not Bereby is, re-elected to the Board for a term of approximately over, until the conclusion of the 2019 amed general meeting of the Company's shareholders; and with respect to approve the gent of 4,366 Directors' RSUs to Mr. Mor) Ben-Arie, all upon the terms described in Ien Aof the Proxy Statement for the 2018 Annual General Meeting of the Company's shareholders".

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

As each of Messes. Anii, Stern, Bendritie has a personal interest in the foreging his respective his respective re-election and grant of equity, each of hem refrained from making a recommendation with respect to his own re-election and grant of equity (if applicable).

ITEM B

RE-ELECTION OF TWO (2) EXTERNAL DIRECTORS: EQUITY GRANTS TO EXTERNAL DIRECORS

Background

Under the Companies incorporated unter the laws of Israel are generally required to appoint at least two external directors. Each committee of a company's board of directors empowed to execuse the board of directors authorities is reast one external director, except for the and the compression committee, which must be comprised of at least three directors, includinestors, and the external directors must comprise the majority of the compensation committee.

General

Oualification

A person may not be appointed as an externe, partner, enployer, any person to whom such person is directly or indirectly ablicetly or any entity under his or her control has as of the person's appointment to serve as an external director, or had, during the tare, any affiliation (as such erm is defined in the Company any controlling shareholder of the company at the cate of such person's appointment; a relative of a controlling shareholder; or any entity controlled, at the date of such person's appointment or during the two (2) years preceding that date, by the company.

A "relative" is defined in the Companis, sibling, prom, grandarent, descendant, sibling or parent and the spouse of any of the foregoing. The term "affiliation" includes an employment relationship maintained on a regular basis; control; and service as an office holder.

In addition, no person can external director if the pession or other business creates, or may create, onflicts of interest with the person's responsibilities as a external director, or may otherwise interfere with his ability to serve as an external director.

The Companies Law provides that prior to a stareholders neversal director is to be considered, the nominee must declare that he or she complies with the analifications necessers for appointment as such declarations from Ms. Gabi Heller and Mr. Raf Korid, who are now nominated for an additional term of service as external directors, confirming their qualifications under the Companies Law to be elected as external directors of the Company.

Term

In general, external directors serve a three (3) year teen be extended for two (2) additional three (3) year periods, provided that such external director was sominated by th Bard of Directors for such additional term was approved in accordance with the approvals required the Commance Law for election of exernal directors. Thereafter, in accordance with the Regulations and the additional terms of service of nor more than three years each, porided falt (a) a company's audi committee, followed by the board of directors, have appertise and special contribution of the external director to the vort of the board of director and its committees, the appointent of such external term of service is beneficial to the company; (b) the aponiment of such external director for an additional term of service is approved in accordance with the requirements of the prior periods of service of such external director, as well as the reasoning of the audit committee and board of directors for the approval of the extension of the term of service, were presented to the shareholders prior to their approval.

The fourth tems of service of Ms. Heller and Mr. Koriation 12, 2018 (the "Expiration Dat"). Following the respective resolutions of our Audi Committee and Board, in which each of the foregoing approved that contribution of each of Ms. Heller and Mr. Koriat to the work of the Company's Board and its committees, the appointnert of each of them as external director of the Company would be beneficial to the Company, sharebolders are now requested or e-elect each of Ms. Heller and Mr. Koriat for additional three (3) year temping in the mater, our Audi Committee and Board considered, anony others, Mr. Heller's commative and vast financial and mangement experience and exensive experience and expetise in the fields of semiconductor assembly and processing equipment, optical, nework components and nameshnology Further, and Board considered the overall term of service as exercul director of each of Ms. Heller's and Mr. Koria, and concluded that such term has allowed each of the opportunity to gain valuable in-legth and probedge of the Company and its renews lwould allow the Company to continue benefiting therefrom.

If re-lected, M. Heller and Mr. Koriat will then serve as our external direcompunes Law for an additional three (3) year terms, beginning on the Expiration Date and ending three (3) years there which they may be re-elected to serve in this capacity for additional terms in accordance with and subject to the approvals required mee Companies Law and the Relief Regulations.

Financial and Accounting Expertise

Under the Companies Law, generally at least one "accounting and financial expertise" and each external director must lave either "accounting and financial experise" or "professional qualifications" (as such en regulations promulyated under the Companies Law); The Board of Directors is required on criteria set forth in regulations promulated under the external directors have "accounting and financial expertise" or "professional qualifications". The Board of Directors of the Company has deemined ttat Ms. Gobinting and financial expertise" and that Mr. Rafi Korial has the requisite "professional qualifications" to serve as external directors.

The following are brief biographies of Messrs. Heller and Koriat, based upon the records of the Company and information furnished to it by each of them:

Gabi Heller has served on our Board since has extensive financial experience as an accountant, Chief Financial Officer and internal controller. As of Iuly 2010 M. Heler serves as Chief Financial Officer of The Treatment company holding two technology incultures traded on the Singagore Exchange Ltd. From 1994 mill 2010 Ms. Heller served as the Chicker of Walcon Istae I.d., which is the management company of Walcen worlder entre entine venture opening in Issel. From 1999 to 1994 Ms. Heller served as Manager with Kost Foung Israel, one of the leading acounting firms in Israel. In addition, from 1998 o 200 Ms. Heller servel as Intentional Ltd. traded on 7ASE. Exect for the Company M. Heler currently serves on the Boards of Directors of Elo Holdings Ld and the Ashtrom Group, both traded on TASE. From 2010 to 2017 she served on the Board of Directors of Kolley Misger Regional Councel, from 2007 o 2016 M. Heller served on the Board of Directors of Kenn Holdings Ld and From 2013 to 2014 she served on the Board of Directors of Ashlad Ltd. From 2004 to 2007 M. Heller served on th Directors of Electa Consumer Products Ltd., From 1999 to 2003 served on the Board of Drivet of Priortech, and from 2001 to 2001 Brye-Products Ld. Ms. Heller is a CPA (Israel), holds a B.A. in Acountins from the Helvers University of Jerusalem, School of Business Administration, and an L.M fron Bar Llan University, Faculty of Law.

Rafi Koriat has served on on Board since Chaiman of our Audi Committee and Compitsel. Mr. Korial has extensive experience a CEO and Bard member in companis in the fields of semiconduction of processing equipments and nantechnology and as Co-Chairman of Nanchsal. Conference, Prior to his present position as founders in strategio management and positioning of ligh tech companis and mangement, Mr. Korial was CEO of Lanbla Crossing Ltd. engged in the newslaturing of optical components for the networks (2001-2006), and Founder and CEO of Stears Ltd. and its subsidiary. Step CVD Inc. in Sm Jose, California (1992-2001); http://www.raturing.of/ arteanced front-end.gramiantage.com/a equipment. Previously, Mr. Koria worked for 20 years (1972 -1992) at Kulcker Inc., mostly at the headquarters in the United States and earlier in Israel, and beld executive onsitions including Corporate Vice President for Ensiness and Marketing and Dirision Manager. Mr. Koriat is and chairman of the Sub Micron Semiconductor Consortium (optical communication networks) and namedian (NES), all three uner the Israel Chief Scientist Magnet program. Mr. Koriat bols a B.S. from the of Technology and a M.Sc. from Drexel University in Philadelphia, Pennsylvania, and has completed an Executive Management Program at Stanford University.

Each of Ms. Heller and Mr. Rafi Koriat qualify as independent director as defined by the NASDAO Stock Market.

We are not aware of any of the wo (2) nomines, if re-elected, would be unable or unwilling to serve as our external director. If re-clected, the external directors will recei remuneration as described below.

Compensation to our External Directors

Accontine to the Remuneration Revilations are generally entitled to an annual fee, a participation fee for each meeting of the board on which he or she serves a a nember and expenses for participation in a meeting witch is held outside of the external director's place of residence. The minimal, fired and maximum anownts of the annual and participation feestations, based on the classification of a company according to the amount of its apital. In addition, a company compensate an external director in purchase shares which may be convertible debentures which may be converted into shares, subject to certain limitations, referred to under the Remuneration Regulations.

The compensation of estemal directors must be caudidate for such office prior to hisher appointment and, subject to certain exceptions, will not be amented throughout the three (3)-year period during which he or she is in office.

Cash

On May 2, 2018, following approval by our Committee, our Board of Directors resolved that cluing their fifth term of service (assuming that they will be re-lected as set fort above), our external directors, M. Gabi Heller and Mr. Raff Kerin, shall cash cash remaneration as currently paid to them - NS 70,000 (appoximately S9,444) as annal fee: NS 2,600 (oproximately ST22) as in-economicales \$433 for contreme call participation and NS 1,300 (approximately \$61) for writter esolutions.

As these anounts are included in the range of the annual and participation fees as set forth in the Remureration Regulations, based on the amount of the Company is capital, and the naximum anounts of such in the Allevations, they are exempt from sharebolder approval, in accordance with the Relief Regulations.

The above-mentioned cash reminention is in line Compansion Policy, according to wirich each of the Company's non-executive (non-controlling) directors is entitled o receive cash fees that include annual and participation fees.

Equity

On May 2, 2018, following approval by our Committee, our Board of Directors resolved that, subject to the approval of their respective re-dections as external directors of th Company, each of Ms. Gabi Heller and Mr. Rafi Koriat shall be entitled to receive an equity grant equal to the Directors' RSUs.

ff approved by our shareholders, the Directors RSUs on the Grant Date, subject to the 2018 Plan by the Issuel its authority prior to such im. The Directors' RSUs shall vest over a prince of the end proported the 1/12 of the total annual granted vested each calentar quarter, heajin in the first in Grant Date, and then on each of the following calented internet RSUs will be granted under the Capital Gains Route of Section 102(b)(2) of the Ordinance.

The annualized value of the proposed equity grant for Roria, using the fair value as of the date of its approval by the Board (May 2, 2018). is approximatly ten thousand (10,000) USD.

The proposed equity grant is in line with the Company's which each of the Company's non-executive (non-controlling) directors may be entitled to receive equity based compensation, the annual value of which shall not exceed thirty thousand (30,000) USD, and which shallments.

As of the date hereof, Ms. Heller and Mr. Koriat do not beneficially own any of our Shares or hold equity convertible into shares.

Required Vote

The affirmative vote of the volung pover represented and voing on this proposa, in person, by proxy or by electronic voting, is necessary for the eppoval of the exelection of Mr. Rafi Koria and Ms. Gabine and for the approval of their equity gran. In addition, the shareholders' approval must either include at least a najoriy of the Shares voted by shareholders who are new shareholders who have a personal interest in the approval of the propoval of the proposal, or the todal Shares of nor-controlling shareholders and non-interested shareholders voted must not represent more than two percent (2%) of the outstanding Shares (the "Special Majority")

Under the Companies Law, in general, a person will be decender if that person has the power to direct the eactivities of the company, otherwise than by reason of being a director of the company, and a person is deemed to lave a personal interest it any member of the shareholders inmediate family of a stareholder's spouse, has a personal interest in the proposal. In addion, you are deemed to tave a personal interest if a company, other than Camich with you, has a personal interest in the adoption of the proposy in which you or a member of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or over the outstanding shares. However, vou are not deemed on have a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not relationship with a controlling shareholder.

Please note that we considers that any of our shareholders (other than Priorted and Mess. Amit and Stern, who are deemelling shareholder, or has a personal interest in this proposal. Howel have the enclosed form of proxy requires that you specifically inidiate whether you are, or are not, a controlling sharebolder or have a personal intenting to this effect – we will not be alle to own vote with respect to this proposal. The election of each of the two (2) nominees, together with their respective equity grants, shall be voted upon separately at the Meeting.

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

"RESOLVED, that Ms. Gobi Heller be, and she re-elected at serve of the Company, for additional term of thee vears, o commence on September 13, 2018 and will Septenber 12, 2021; and that as consideration for her such, to approve the grant of 4,366 RSUs to Ms. Gabribed in Ien B of the Pray Statement for the 2018 Annual General Meeting of the Company's shareholders "; and

"FURTHER RESOLVED, that Mr. Rafi Korial be, and he hereby of he Company, for additional term of three year, to commence on September 13, 2018 and anil September 12, 2021, and that as consideration of prove the grant of 4,366 RSUs to Mr. Rafi Koriat, all upon the terms described in Iem B of the Proxy Statement for the 2018 Annual General Meeting of the Company's shareholders".

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

As each of Ms. Heller and Mr. Koriat has a personal interfaregoing proposed resolutions regarding not equity grant, each of then refrance from making a recommendation with respect to his or her own re-election and equity grant.

ITEM C

RE-APPROVAL OF GRANT OF INDEMNIFICATION AND EXEMPTION LETTERS

Background

On October 24, 2011, the Company's sharebolders approved to exception to exch of exch of our present and future directors and officers (the "Indemification and Exemption Letter(s)"), including those who hold a controlling interest in us - Mr. Rafi Amit, our CEO, and Mr. Yotam Stern - our director for an explanzion of such controlling interest see above in footnote 3 to the able process of PRINCIPAL SHAREHOLDERS AND MANAGEMENT)

Under the Companies Law, the gant of the Indentification and officers who hold a controlling interest in us requires re-opproval by the Compusation Committer, Board of Directors and Company's share every three (3) years. On November 12, 2014, the Company's shareholders re-sproved the grant of the Indemnification and Exemption Letters to Messrs. Rafi Amit and Yotam Stern of three (3) years following such approval.

General

The Intennification and Exemption inters, indemification of the Company's offices and directors for: (i) reasonable liigation expense, including aturney's fees, incurrel as a result of an investigation of y a compent authority, which concluded without the filmed the imposition of any financial lability in lieu of criminal proceedings, or which continent but with the imposition of a financial lubility in lieu of criminal proceedings onceming a cininal offense that does not require rrool of criminal intenses "proceeding concluded without the filing of an indicment" and "financial liability in lea of criminal proceeding" stall have the nearing as in setion 260(a)(1) a) of the Companies Law); (i) moreary libility imposed in favor of injured partis in administrative procedures under the Israel (to "Securities Law"); and (ii) expenses, including resorable litigation expenses and legal fees, increation of proceeding instituted parsuant to the provision of Financial Sanctons by the Israeli Securities Authority"), Chapter H4 ("Mapserion of Administative Enforcenent Measures by the Administer") or Chapter I ("Arrangement for the Avoidance of taking of Cessation of Proceedings subject to Conditions") of the Securities Law.

The indernation in Intertaking is Innied on the eneseable in light of the Company's activities at the time such undertaking is granted, and the total aggregate intennification anount that the Company is obligated to pay to all nates and circumstances described in the etter of intennification shall not exceed an anount equal to twenty five percent (20%) of the share of the intennification. Such maximum incentification anount shall be in addition of any amounts paid under the Company's D&O Insurance Policy, as shall be in effect from time to time.

The Intennification and Exemptions our directors and offices with an exemption from any Indility for damages cased as a result of their doy of care to the Company, to the fillest extent permitted by law, and in incemity protection available under applicable law and any policies of insurance the Company maintain.

Our Compansation Committee and Board of Directors, in their April 3, 2018 and May 2, 2018, respectively, re-approved the grant of an Indemification and Evennion Latter to each of Mess. Ani and Ster. spiered of the Alabonal period of three (3) veas as of November 12, 2017, in a form previously approved to be granted to our Office Holding Messrs. Amit and Stern, attached to this Proxy Statement as Exhibit A.

The Compensation Comnittee and Board of Directors believe that the grant of the Intentification and Exempion Letters is in the Company as it will enthle the Company to reanin highly qualified there efforts and expective, make a significant continution to the Compusation Committee and Board of Directors have also considered the Company's Compensation Policy for Office Holders (be "Compensation Policy"), and determined that the grant of the Indemnification and Exemption Letters to Messrs. Amit and Stern complies with Compensation Policy.

Required Vote

The affirmative vote of holders of the Shares represented and voing on this proposal at the Meeting in proxy, by proxy card or the approval of the foregoing resolution. In addition, the shecial Majority (as defined above). The Companies Law requires that ech shareholder voting on the proposed resolution indicate whether or not he spersonal interst in the proposed resolution. For a complete discussion regardine "ontrol" and "personal interest", and how to indicate whether or have personal interest in this proposed resolution, please see Ieen B above, under the caption "Required Vote".

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

"RESOLVED, to re-approve the grant of an Internetion Leter to each of Mr. Rofi. Anit and Mr. Your as set forth in Exhibit A to he Vatice and Pray Statement for the 2018 Annual General Meeting of the shall be granted for a term of three (1) years commencing on November 12, 2017".

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

As both Mr. Ani and Mr. Stern have a personal insolution, they both refrained from making a recommendation with respect to such resolution.

ITEM D

AMENDMENTS TO THE COMPANY'S COMPENSATION POLICY

Background

On October 14, 2013, our shareholders, following the Company's Companition Committee and Board, approved the adoption of the Companation Policy, which provides a framewak for the early of office Holders, including terms such as their base salaries, eash bonuses, quity awads, severance and other benefits, the grant of an exemption from liability, insurance, and rights to indemnification.

Under the Compensation Policy must be reviewed from time to time by the compensation committee and the board, in order to consider its adequary, and must be reapproved by the companities, board and shareholders of the company at least every three (3) years. Our Companied and approved by our Compensation Committee, Board and shareholders in November 2016.

General

Further to the Compensation Policy by the Company's Computation Committee and the experience gained in the inplementation of the Compensation of the Compensation Policy over our Compensation Committee and Board of Directors have determined that some provisions of the should be updated, clarified or revised

The proposed annedments to the Companised in a revised version of the Companion Policy attached to this Proxy Statement as Exhibit I (the "Amendel Policy"), and include the following (terms and definitions used hereunder with the terms and definitions as appear in the Compensation Policy);

Section II 8.1.4:

Under the Compensation Policy, for each can Committee and Board stall adopt an incentive Cash Plan for each Office Holder which shall set inth his or her on target cash payment anount (the "On Target Cash Plan"), payable based on the applicable business mit and or the Office Holder, a applicable of predetermined targets for each calendar year.

Section II 8.1.4 of the Compensation Policy, in is current for naximum On Taget Cash Plan for our CEO shall be six (6) monthly base salaries Our Compensation Committee and Board of Directors reviewed a benchmark compansation granted to CEOs of per group companies, which indicated that the annual bonus payable to our CFO is lower from the average and mediate of annual bonuses group companies. Pursuant to such review, our Compensation Committee and Board of Drivetors believe that it is advisable to increase the cap of the On Taget Cash Pan Compensation Policy for the Company's CEO, to nine (9) monthly base salaries, in other to provide the Commany with more flexibility in seting his On Tare, Company to monose its CFC a more suitable and competitive compensation package. On Comensation Committee and Board of Directors believe to the Compensation Policy is appropriate and suitable to the company, as it provides a beter expression of the desired compensation structure for the Company's CEO and of the right balance between creating proper incentives for our CEO, and the Company's other best interest.

Section II 8.1.5:

This Section, in its current form, provides that the Capped as determined by the Board, but shall not exceed nine (9) monthly base slaries (the "CEO Cash Plan Car"). In light of the afgrenerition on Taget Cash Plan, it is proposed o corresponsingly increase the CEO Cash Plan Can such that under the Amended Policy it shall be thirteen and a half (13.5) monthly base salaries, for the same reasons referred to Section II 8.1.4.

Section III 3.1:

This Section, in its current form, provides that the caps set there caps set therepon, shall be in accordance with the Remance with the Remanceation Regulations; in proposed that, under the American and caps on the venuncation of External Directors, shall be subject to and in accordance with all applicable regulations under the Companis Lav (e.z. the Remperation Regulations, and any other regulations under the Companies Law as may be and one the Remuneration Regulations, thus allowing the Company with more flexibility in setting the appropriate compensation for its external directors.

Section IV 2:

This Section provides for certain caps with respect to our care policy ("D&O Inwrance"); ander the Ameraled Policy, it is proposed to increase sol caps, in order to ensure adequate coverage to the extent permitted by law, as follows:

1) Increase the cap set for the insurance coverse provides from termillion (10,000,000) USD to thirty million (30,000,000) USD; and

2) Increase the cap set for the remiums to be navance nolicies from sevents thansand (70.000) USD to annual premium of two hundred and ten thousand (200,000) CSD (plus twenty percent (20%) additional overage of the cases of the cass of the caps for coverage and premium are intended to alien such any to the current trends in the DRO Insurance makes which of coverage and premiums paid with respect or such insurances. These higher announts are a result of a significati nerease in the number of class-action claims, associated with higher settlement anounts and related is particularly applicable to Issell companies that are listed on Nasdaq (such a class-action claim was brought against the Company few years ago).

The Companition Committee and Board deem these in order to enable the Company to provide is Office Holders with adequate D&O Insurate coverage and premium ranges that are in line with the for companis, and taking into account the Company's character, financial position, needs, prospects and strategic goals.

The Company's Compussion Committee and Board resolutions dated April 30, 2018 and May 2, 2018, respectively, to approve the American of end of of they subject to shareholder approval, as required under the Companies Law.

If the above-nextioned annonents to the Compension by our shareholders, then the date of such adoption shall be the adgetion 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 Amended Policy is not approved by our the current Compensation Policy shall continue to be in fill force and effect until November 2, 2019 - which is the end of the three (3)-year period that commenter 3, 2016, the date of its most recent adoption by our shareholders.

Required Vote

The affirmative vote of holders of the Shares represented and voing on this proposal at the Meeting in person, by proxy card or be approval of the foregoing resolution. In addition the Special Majority (as defined above). The Companis Law requires that each shareholder voting on the proposed resolution indicate whether or not he spersonal interest in the proposed resolution. For a complete discussion regardine "ontrol" and "personal interest", and how to indialing shareholder or have personal interest in this proposed resbution, please see leen B above, under the caption "Required Vote".

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

"RESOLVED, the Anended Policy, in the form attached as the Proxy Statement for the 2018 Amual General Mecting of Shareholders, be, mai it levely 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 have a personal interest in the Composed resolution, in acordance with the were all entiled to participate and vote on said resolution.

ITEM E

APPROVAL OF SPECIAL EQUITY AWARD FOR THE COMPANY'S OFFICE HOLDERS (EXCLUDING THE CEO)

Background

Under the Companies Law, arrangement regarding of Office Holers of a publicly raded company be consistent with the company's compensation policy. Notwithstanding the foregoing committee and board of thectors may in cetain circumstances, annove an armagement regarding the commensation of Office Holders that deviates from the compensation policy, provided that such arrangement is approved by a Special Majority of the company's shareholders.

General

In light of the extrantinantly challenging work plant of the next four (4) years, our Board of Directors deemed it advisable to reain motivate and incentivize applicable Company ker employees, who are expected by the of essence in achieving the challenging targes set under work plan; accordingly our Board has approved a general francevor for a special one-ime performance based equity approximately one point eight percent ( .8%) of the Company's issued and outstanding share capital, to certain key enployees of the Company (the "Employees of the continuous achievement by the Company of the govern and profitability targets under such work plan. The grant date of suchy Grant stall be the Boards final appoval thereof (May, 2, 2018), following and subject to the approval of the 2018 Plan by the Israel as authority. In concection with its approval of the Employees Equity Grant, and following the opporval by our Compression Committee, our Board of Directors firther resolved to recommend to our share equity grant to our Office Holers (excluding our CEO), the majority of which is also inline is also inline is also inline is also i achievenent by the Company of its long tem growth and our (4) year work plan, and to the creation of long tem sharebolder value, as further detailed below (the "Office Holders Equitv Grant").

The Office Hollers Equity Grant shall be comprised of a total of the hundred and fifty sight (24,338) Restricted Share Unis (other PRSUS (as defined below) - the "RSU(s)"), to be granted to our CEO), namely, Mr. Mosle Eisenberg, our Vive President ("VP") – Chief Financial Officer ("CP")"). M. Ramy Langer, our VP - Chief Operating Officer ("COO") and Ms. Ori Geva-Drass ("HR"), all under terms firther detailed below.

If approved by our shareholders, the RSUs intern Grant stall be granted on the Grant Date, subject o the approval of the Company's 2018 Plan by the brach ax authority prior to such time. Incertify Grant, each of our VP CFO and VP COO shall receive ninety eight thousand, two hundred and fifty three (90,233) RSU, and our VP HR shall receive for the thousand, eight hunded whee of the Office Holders Equity Grant, using the fair value as of the date of its approval by the Board (May 2, 2018), is approximated and sixty nine thousand (169,000) USD for each of our VP CFO and VP COO, and approximately seventy nine thousand (79,00) USD for our VP HR.

The RSUs shall vest over a period of four (4) years with (14) of the total anount gratuel vested each year, beginning worther of the Grant Date, and ther or each of the three (3) subsequent anniversaries thereafter (the "Time-Based Vesting"),

In addition to the Time-Based Vesting, 70% of the RSUs games to performance based vesting criential (the "Performance Based Vesting"), and filty percent (50%) of the RSUs granded to erformance Based Vesting (the "PRSU(s)"). The performance criteria and general framework of the PRSU Framework") have been determined by our Compensation Committee and Board, based on the following principles:

• a. The Performance-Based Vesting of the PRSUs shall properent (25%) of the PRSUs early and the cirieria therefore shall be based on year-over-year innrovement of the Company's financial performance, i.e. a challenging in toth Noth Non-GAAP perating inome and revenues daring each year, very of four (4) years (the "PASU Term").
• b. The PRSU Francevork inchades a threshold performance level of sevents (70%), set by our Compensation Committee and Board, under which no PRSUs shall vest during such year (the "PRSU Threshold"). If during a certain year Periornal or above the PRSU Threshold level and up to eighty percent (80%), then seventy percent (70%) of the PRSUs shall become vested, if erformance-Based Vesting is and up to ninety percent (90%), then eights percent (90%), the eights percent (80%) of the PRSUs shall become vested, if Performance-Based Vestinety percent (90%) and up to one hundred pecent (100%), ninety five percent (95%) of the PRSUs shall become vested: and once Performance-Based Vesting is net at a level of one lundred percent (100%) - all of the PRSUs attributed to such year shall become vested.

• c. In the event that the Performance-Based Vesting a certain year (i.e. is either the the stressiod or only partially actived) (the "Partial Achievement Year"), then, if the Performance-Based Vesting in any other PRSU Tem has been or shall be achieved at a level higher than one hundred percent (100%), the portion of the over achievenent score(s), i.e., the part that is in excess of one human in the Partial Achievement Year, or that therement Year, on that there shall be a new sore for such year, and to the extent that such new sore would entile of RSUs to have vested during the Partial Achievenent Year, then additional RSUs shall vest o reflect such difference (the "Deferred Achievement").
• d The PRSU Francevork also includes an overability such that (i) if, prior to the end of the PRSU Termance-Based Vesting criterial has were celined for the fill four (4) years have been met of (i) if at any times, based on their average closing price on the NASDAQ Clobal Select Market ver any period equal to the sixty (60) trading days prior to surver Value"), has increased, in comparison to the Share Market Value at the Grant Date, by on e hundred precent (100%) or more, the in each of the cased Vesing shall be deemed achieved in its entirely, it being canfied, that in each of the foregoing cases, the PRSUs shall still be subject to any remaining Time-Based Vesting.
• e . The achievenent of the Performance-Bosed Vesting criteria shall be evaluated following the announcement of the Company's financial results of reach year of the PRSU Term. achievenent of the Performance-Based Vesting or a portion the PRSUs shall become fully vested, and shall remain subject only to Time Based Vesting, while the renainder of the PRSUs shall expiration of the PRSU Tem, to the extern not vested prior to such expiration pursuant to a Defered Achievenent.
• f . The Company's Board of Director has determines-Based Vesting witeria and targets under the PRSU Francevority sensitive, and therefore for disclosure would be detimental to the interests of the However, the Board shall consider whether to disclose such Performance-Based Vesting criteria and targets in retrospect, if and when their disclosure is no longer detrimental to the interests of the Company and its shareholders.

The RSUs shall be granted under the 2018 Plan, and unle of Section 102(b)(2) of the Ordinance, and any vessed portion thereof may be exercised for a tem of seven (7) years from the Grant Date, after which they shall expire and terminate and become null and void.

Upon the closing of a "Corporate Transaction of the 2018 Plan) (a "Corporate Transation")the Performance-Based Vesting element stall no longer be applicable, such that the RSUs shall remain subject to Time-Based Vesting only.

Firsther, upon the closing of a Corporate Transaction of the Company, as shall be detailed in the relevant Notice of Grant, the Time Bosed Vesting of fifty percent (50%) of the RSUs granted and not yet versed so that these RSUs shall become fully vested upon the completion of such Corporate Transaction or change in control. The remaining fity vecent (50%) of the RSS granted but not yet to a double trigger acceleation mechanism soch that if following the elsing of a Copporte Transaction (i) the Office Holder is not offered to connany (or the surving entity following a meger) in a comparable or more senior finctions, duties or resolving and or an comparable or favorable tems: (i) video to the closing of said Compate Transacion the Office: Holler's employment with the Common (or the surviving entity following nerged is termis defined in such term is defined in such Office Holder's applicable employment agerenent); or (ii) within twee (12) morths following the closing of said Corporate Transaction the Company (or the survising entity following a neeger) is teminated by the Office Holer due to an adverse change (othe Office I and of the Office Folders functions, duties or rems of employment (collective); the "Double Triger") - the "Double"ringer" - the" under such Double Trigger circumstances, such Office to acception of the Time-Based Vesting of his on her remaining (10%) RSU, so that these RSUs shall become fully vested upon the completion of the Corporate Transaction.

The proosed Office Hollers Equity Grant is not oversation Policy; it is intended o be a special, one-ime award that is granged ontailer of the Office Holders revior annual compensation terms, and is not intended to reflect the Company's regular policy for compensating its Office Holders.

Considerations Taken into Account by our Compensation Committee and Board of Directors in Approving the Office Holders Equity Grant

Our Compensation Committee and Board believe that the Company's in the Company's bost interests and is appropriate and suitable, considering anong others, the importance of notivating and incentivity our Office Holders through the gart of equity, a compensation element which includes vesting over a total of four (4) years, than term incentive while taking into account the interests of the Company's in the effect of such equity grant on the disting four shareholders. Forther, looking for your the anbitious goals set by the next four (4) years, our Compensation Committee and Board believe that the Performance-Based Vesing formework, provides ar essettial and challenging performance in the Company's Office Holders, who are entrusted by the Company to active sective reention tool, in critical times.

When reaction their conclusion committee and Board of Directors and considerations (etailed under or Commersation Rive, including comparate industry data of per companies in our intusty, the responsibilities and duties performed by each of our Office Holders expected combition and the importance of each of the fitter growth and profitability of the Compansion Committee and Board of Directors reviewed the equiv compensation received by office holders of pee-group commanding prepared by a reputable consultancy firm, and noted that the annualized fair value of the proposed Office Holders Equity Grant is below the median level of the annualized fair value of equity granted to office holders of such per-group companies.

Required Vote

The affimative vote of the holders of a majority of the Shares represented and the Meeting in person on person on proxy, by proxy yead on by electronic volog, is required for the foregoing resolution. In addition, the sharebolders' approval must also include the Special Majoriy. The Companis Law requires that acch shareholder volug on the proposed resolution indicate whething shareholder or has a personal interest in the proposed resolution. For a complee discussion reartine "ontrol" and "personal interest", and how to indical you are a controlling shareholder or have personal interest in this proposed resourcion please see feen B above, under the caption "Required Vote".

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

"RESOLVED, to approve the Office Holders Equity Grant upon terms as described in Inc. 2018 Annual General Mesing of Shareholders".

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

ITEM F

APPROVAL OF COMPENSATION FOR THE COMPANY'S CHIEF EXECUTIVE OFFICER

Background

Under the Companis Law, arrangements regarding of a CEO of a publicy traded company require approval by the compensation company's shareholders, not less than every three (3) years. Furthermore, in generation should be consistent with the company's compensation policy.

On August 5, 2015, the existing compensation terms of our CEO, Mr. Rafi Amit, as detailed belov, were last approved by our shareholders.

We now seek our shareholders' approval for the renewal of the compensation paid to Mr. Amit in consideration for his services a our CEO, to become effective as of the Meeting and for a period of three (3) years thereafter, all as detailed herein below.

It should be noted that Mr. Amir may be deather with a third party, to control the Company, as a result of a voting of the voting equity of the Company's parent company, Priortech, pursual to control Priorted, and indively control the Company (for an explantion of such controlling interest see above in footnote 3 to the table under BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT).

General

Annual Base Salary and Related Benefits

Following the approval of our Committee, our Bard resolved, subject to shareholder approval, to approve that the CEO Base Salary and relation change, as previously approved, subject to the specific amendments detailed below.

In accordance with his current ems, Mr. Anit dedicates niney vecent (90%) of fis time to his role a our CEO and is entitled to a gross annual base salary of \$313,13 (includin social benefits) (the "CEO Base Salary"), to an On Target the cap set under our Compensation Policy (currently, six (6) monthly base salaris, and under the Anveded Policy, if approved, nine (9) monthly base salaries forming part of his total compensation. In addition, as Mr. Amir resides in Asia, close on the Company's printry markets in Asia and the Far East, he is entitled to enployees of the Company who relocated to Asia, such as flights, housing and health insurance.

In addition, our Compensation Committee and Bord to shareholder approval, Mr. Amir shall be entitled to accumulate up to 5 (five) annual vaction quotas (in ase those days have not been used by him), of which any unused vacation days will be redeemed in payment. Our Component. Our Compansation Committee and Bard believe that the foregoing armered with respection quotas is appropriate considering Mr. Amil's seniority in the Company and aking into acount the general policy of the Company pursuant to which employees are entitled to redeen a certain number of vacation quotas based on the total tem of the Company

Cash Bonus Plan for the Years 2018, 2019 and 2020

Following the approval of our Compension Committee, our Boarder approval, that for each of the years 2013, 2019 and 2001, the anual on target cash on: of our CEO shall be increased to nine (9) monthly base salaries (the "CEO On Target to the applicable annonimation of Section II 8.1 4 of the Compensation Policy, efermig to the increase of the cap or the On Taxet Cash Plan (9) monthly base sakries (as detailed under Item D above – "General" – "Settion II 8. 4"); is not approved by our shareholders, our Compities and Board have resolved, subject to shareholder approval, that for each of the annual or target cash bonus of our CEO shall remain equal to six (6) monthly base salaries.

The CEO On Target Bonus shall be comprised of the "CEO Cash Bonus Plan"):

2. Measurable Targets:

At least eighty percent (80%) of the targets forming part of the CEO Cash Bonus Plan will be measurable targets, and will include:

At least two (2) different financial measurable together at least fifty percent (50%) of the CEO Cash Bonus Plan, one of which shall be the Company's Nor GAAP Net a. Profit which shall weight at least twenty five (25%) of the CEO Cash Bonus Plan (together: the "Financial Measurable Targets").

For the year 2018, the proposed Financial Measurable (i) Non GAAP operating income, having a weight of twenty six point twenty five percent (26.2%) of the CEO Cash Bous Play, and (i) Company revenues having a weight of thity three percent (3.7%) of the CEO Cash Bonus Plan, both to be determind based on the Company's financial targets for the year 2018.

For each of the years 2019 and 2021, our Committee and Board of Directors may decide to change the wights of each of the Financial Neasurable Tagets spectified above (provided that the Company's Nor GAA Net Profit shall in any event (25%), as set forth above), replace Company's revenues with another Financial Measurable Target, or add additional Financial Merse, by implementing a similar methodology as described in this Section a.

Non-financial measurable targets (the "Non-Financial Measurable Targets"). b.

For the year 2018, the Notesurable Targets shall consist of several targets relating to the Company's persun new market segment, aggregately weighing tvery five percent (25%) of the CEO Cash Bonus Plan.

For each of the years 2019 and 2021, our Competition of Board may device to the Non-Financial Measurable Target specified above, replace sout Non-Financial Measurable Taget with and Messuabe arget, or add additional Neasurable Targets, as shall be the case, by inplementing a sinilar methodology as described in this Section b.

Following the end of each calendar year, the actual achievements of that year shall be measured as follows:

• (i) Achievement of one hundred percent (100%) of the Measurable Targets, will entitle one hundred percent (100%) payment for the Measurable Targets;
• Achievement above one hundred percent (100%) of any of the Measurable Targets will increase the cash Measurable Target in acordance with is applicable (ii) mechanism as stall be pre-decemined by our Committee and Board of Directors for each year (provided that in no event shall the annual cash plan parnent to our CEO exceed the Payment Cap as defined below); and

• Achievenent below one hundred percent (10%) of any of the Mesurable Payment Threshold as defined below) will decrease the cash bonus for such (iii) Measurable Target in accordance with its applicable mechanism as shall be pre-determined by our Committee and Board of Directors for each year.

• Nor-Measurable Targets: No more than twenty percent (2000 can Bouss Pan will be non-messurable targets, wich may include one or more of jectives and they shall be pre-letermined by our Compensation Committee and of the years 2018, 2019 and 2020. For 2018, the non-measurable targets shall weigh fiften percent (15%) of the CEO Cash Bonus Plan.

Our Compensation Policy sets a threshold for payment of our executive, including our CEC; under such threshold, in the event that the Company's Nor GAAP Net Profit shall be less than S2,000,000, no cash bonuses including our CEO (the "Payment Threshold"). Accordingly, if the Payment Threshold is 10 reached, our CEO will not be entitled to receive any cash bonus

Following the approval of our Committee, our Board resolved that in any evert, the ageregate anount of the annual cash plan payment to our CEO, with respect to each of the years 2018, 2019 and 2020, shall not exceed three "hyment Cap"), subject o the applicable amendment of Section II 8.1.5 of the Compusation Policy, referring to the increase of the CBO Cash Plant (13.5) noothly base salaries (as dealied under Item D above – "General" – "Section I 8.1."); it the Anneled Policy is not approved by our shareholders, our Compitite and Board have resolved that in any event, the aggregate annount of the amual cash plan payment to our CEO, with respect to each of the years 2018, 2019 and 2020, shall not exceed nine (9) monthly base salaries.

CEO Equity Grant

Following the approval by our Committee, our Board of Directors resolved to recoment to our shareholders to approve a special one-ime equity grant to our CD, as part of the general equity plan approved by our Board for certain key employees, as described in Item E above (the "CEO Equity Grant").

The CEO Equity Grant shall be comprised of a total of sixty three thousand, seven hundred and fifty-five (16,7,55 RSUs), one hundred percent (100%) of which vill be performance based, to be granted to our CEO, all under the PRSU Framework and as further detailed herein below.

If approved by the starcholders, the PRSUs under the Grant Date, subject o the approval of the 2018 Plan by the Israel inx authority prior to such ine. The annualized value of the CEO Equity Grant, using to the date its approval by the Board (May 2, 2018), is two hundred and eighty one thousand (201,000) USD.

The PRSUs shall be subject to the Time-Based Vesting and the Performance-Based Vesting, as detailed in Item E above.

The PRSUs shall be granted under the Company's 2018 Plan thereof may be execused for a term of seven (7) years from the Grant Date, after which her shall expire and terminate and become null and void.

Upon the closing of a Copyrate Transaction, the Perfornance shall no longer be applicable, such hat the PRSUs shall remain subject of Time-Based Vesting only

Firther, the RSUs shall be subject to a Double Trigger circumstances only, our CFO shall be entitled to accelection of the Time-Based Vesting of his PRSUs. It being clarified that under circumstion ital do not constitute Double Trigger circumstances, there shall be no accebrain of the Time-Based Vesting of the RSUs under the CEO Equity Grant.

The pronsed CEO Equity Grant is not overed by the intented to be a special, one-ime award that is granted outside of the CEO's regular annual compensation terms, and is not intended to reflect the Company's regular policy for compensating its CEO.

Considerations Taken into Account by our Committee and Board of Directors in Approving the compensation of our CEO

Our Compensation Committee and Board of Directors belevel including related benefits) and the CEO Cash Bonus Plan for 2018, 2019 and 2020 are in the Company's best interests and are in line compensation philosyny and objectives set forth in the Compensation Policy; The Bass and linitations of orth in the Compression Policy and the CEO Cash Bours Plan in the Amended Policy. When reaching their conclusion, on Compression Committee and Board of Directors and considerations as required under our Compensation Policy, inchuing of compensation received by CEOs of per-group companies and other companies in our industry, the responsibilities and duties performed by Mr. Amit, the estimation of Mr. Amit sexpected contribution and his importance to the continued growth and profitability of the Company.

In addition, our Committee and Board believe that although, as mentioned above, Mr. Ami may be deemed (together with a third party) to control the Company (as a realt of a volume agreement relating to a nagicing of the Company's parent company. Priortech, passuant to which Mr. Amit may be ceaned to control Protech, and indirectly online the Company) as the percentages of Company's shares by him, directly and indirectly (see the able above under BENZFICAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT), are relatively by, such deemed control of the Company should not deventivizing the CEO through the grant of equity bearing an acequate value. It is therest, and is appropriate and nutible, to motivate and incentlivize our CEO through the gant of equity, a company submitted includes vesting over a total of four (4) years, thus having a long term incentive value, while taking into account the interests of the Company's investors effect of the equity grant on the cilution of our shares to the anthious goals set by the Company for the cesse four (4) years, our Compassion Committee and Board believe that the Performance-Based Vesting part of the PRSUs Francework, provides an essential and challenjong performance incentive for the Company's CD, who is extrus by the Company to lead the achievement of such goals.

Required Vote

The affirmative vote of the holders of a majority of these proposals at the Meeting in person on person or by proxy, by proxy ard or by electronic voting, is required for the approval of each of the foregoing the shareholders' approval must also include the Special Majority. The Companis Law requires that each shareholder voing on the proposed resolution indical vi a commiling shareholder or has a personal interest in the revolution. For a combed discussion regarding "control" and "personal interest", and how you are a controlling shareholder or have personal interest in this proposed resolution, please see lem B above, under the caption "Required Vote".

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

"RESOLVED, to approve the CEO Base Solary (and related by the years 2018, 2019 and 2020, the CEO Egain; Grant- all upon the tems described in Item F of the Proxy Statement for the 2018 Annual General Meeting of Shareholders".

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

As both Mr. Anit and Mr. Stern have a personal interest in the both refrained from nating a recommendation with respect to such resolution.

ITEM G

AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION

Background

The Company's existing Articles of Association on the opening of General Meetings of the Company's stareholders and o the election of Chaiman for such meetings. It is proposed to revise one of these provisions, as detailed below.

General

The one proposed amendances of Association is in Section 18.8(b) and it is narked in the revised version of the Articles of Association attacted to this Posy Statentet as Exhibit C (the "Amended Articles").

Election of Chairman of the General Meeting the procedure for opening of Ceneral Meetings of the Company's shareholders and for the Clecion of the Claiman for such meetings, pursuant to which election of the Chairman stall take place at the beginning of the Claiman of the Board or y andber director Office Holder, as may be designated for scordinge with standard and prectical practical practicel under the Companies Law, it is proposed to revise in section so that General Meetings shall be opened by a pre-elected Chairman, as shall be designated by the Company's Board, prior the meeting.

Required Vote

The affirmative vote of the holders of Shares represent at the Meding, in prosent at the Mecting, in possy, by posy card or by electronic voting, and voing hereon, is required for the approval of the Amended Articles.

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

"RESOLVED, that the Amended Articles, in the Proxy Statenent for the 2018 Amal General Meeting of Shareholders, be approved and the Company's Articles of Association be reinstated and replaced by such Amended Articles".

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

ITEM H

APPOINTMENT OF INDEPENDENT AUDITORS

Background

The Companies Law and our Articles provide that a centined as an independent wulder of the Company at the annual general meeting of the sharbolders of the Company, and that the inition serve in this position until immediately following the date of the next annual general med at the annal geneal meeting, povided that the auditer shall several meeting annual general meeting after the amual general meeting in which such autility was appointed. An independent unition who has completed as aforesident nay be reaponted. The Company may appaint several audit jointly. In the wort the position of an audior has become vacant and the an additional auditor, the Board shall convene a special meeting of shareholders as som as possible to appoint an auditor.

Somely Clailin, a nember firm of KPMG International our specting, and Ravid, served as the Company's joint indepentent audios. Howeve, in lamary 2018 Revel Revid terminated their the tellowing the egarture of Mr. Elf Goldstein, the partner who provided the accounting services to the Company on belalf of Raveh Ravid, from Raveh Ravid to an independent accounting firm - Eli Goldstein & Co., Certified Public Accountants.

General

At the Mecholders will be asked to re-appint Someth Claikin, a member firm of KPMG International, and to appoint Ell Goldstein & Co., Certified Pethic Accommants, as joint independent auditor of the Company, until immediately following the next annual general meeting of shareholders.

Soneth Claikin, a neerber firm of KPMG International with a meditor at the 2006 amal general meeting of shareholders. Although the two firms, Someth Chaikin and Eil Goldstein & Co., vill serve as iont and Claikin, a member firm of KPMG International, will continue to be a sole auditor for all SEC filings and contin

The Company's Audi Committee and Board of Directors and are satisfied with the performance of Someth Chair re-appointment as the Company's intepentent andior unil innediately following the meding of shareholders. Approval of such re-appintment is now being sought from the Company's shareholders.

Firther, the Company's Audi Comnitee and Board he appointment of Eli Goldstein & Co., Certified Public Accountants, as joint audior o Sonekh Chairin, based, inter alia, on the belief hat in the best interests of the Company that sense as Elf Goldstein, with the Company's activities, and with the activities, and with the activities, and Priortech group, of which the Company form part, will continue to be one of the Company's auditors.

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

According to the Company's Articles, the Boarders' of the unitors' compensation in acontance with the volume and nature of the services rendered by them. The following table presents Infornation of fees paid by the Company to is principal anditor, Somela Chalkin, for its services to the Company for the fiscal year ended December 31, 2017:

Services Rendered		Fees
Audit fees[1]	S	278,778
Tax[2]	ਦੇ ਦੇ	71,508
Total	S	350,286

¹¹ controls over financial reporting (2016 audit of financial statements) and services that are normally provided by independent registered public accounting firm in onnection with statutory and regulatory filings or engagements.

[2]

Required Vote

The affimative vote of Shares representing a majority of the Ordinary Shares present at the Meeting, in poxy, by poxy card or by electronic voling, and voting on the mater, is neessary for the re-qppintment of Eli Goldstein & C.o. as joint interestent auditors of the Company and for authorizing the Board, following the Audit Committee's recommendation, to determine the auditors' fees for the term of their appointment.

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

"RESOLVED, frat: (i) Someth Charker from of KPMG International, and Eil Goldstein & Co., Certified Public Accountants, be appointed as he joint independent autition of the Company, with the conclusion of the 2019 annual general will be the sole and in the sole and to for all SEC filings and reporting, and reporting, and reporting, and (i) the B the Company shall be culturized to deternine the for Eil Goldsein & Co, in each case at the fudit Comnittee's recommendion, 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 neats of the Company for the fiscal year ended December 31, 2017 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 15, 2018), may be viewed on our website in through the SEC at www.se.gov, through the Israel Scorrites Authority's electronic filing system at http://www.magazisa.gov.il, or through the TASE at http://traya.tas.co.il. None of the audied onsolitated financial statements, Form 20-F othe contents of our website form part of the proxy solicitation material.

By Order of the Board,

MOTY BEN-ARIE

Chairman of the Board of directors

Mav 3. 2018