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Camtek Ltd. — Proxy Solicitation & Information Statement 2018
May 27, 2018
6712_rns_2018-05-27_1b664d7d-f184-49ca-94b5-feabcd7268dd.pdf
Proxy Solicitation & Information Statement
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CAMTEK LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS June 7, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appints Messe 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 Proxy, all of the Ordinary Shares of Cantek Ltd. that the sharebolder(s) is/are entitled to vot at the Amal General Meeting of Sharebolders to be held at 16:00 p.m. on Thusslay's offices at Ramat Gavriel Industrial Zone, Migdel Ha "Enek, Israel, and any adjournment or postporenent thereof (the "Meeting").
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DRECTED BY THE SHAREHOLDER(S), IF SUCH DIRECTION IS MADE BY THE SHAREHOLDER. IF NO SCCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS, 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.
June 7, 2018
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, 2, 3, 4, 5, 6, 7 AND 8 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 極
| 1. | Re-election of four directors; equity grants to Eran Bendoly and Moty Ben-Arie. | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|---|
| 1.1. | Rafi Amit | □ | □ | ロ | |
| 1.2. | Yotam Stern | D | ■ | ||
| 1.3. | Eran Bendoly (approval of appointment and equity grant) | D | 0 | 0 | |
| 1.4. | Moty Ben-Arie (approval of appointment and equity grant) | D | □ | ||
| 2. | Re-Election of two external directors; equity grants to the external directors. | ||||
| 2.1. | Gabi Heller (approval of appointment and equity grant) | D | □ | ||
| 2.2. | Rafi Koriat (approval of appointment and equity grant) | □ | 0 | D | |
| Do you have a "personal interest" in item 2 above? Under the Companies Law, in general, a personal interest if any member of his or her immediate family, or the immediate family of its spouse, has a personal interest in the adoption of the proposal; of if a company, other than Ceragon, that is affiliated with such person, has a personal interest in the adoption of the proposal. |
YES | NO | |
|---|---|---|---|
| Please note - you are not deemed to have a personal interest in the proposal if your interest in such proposal arises solely from your ownership of our shares. |
|||
| For further information regarding "personal interest", please see the explanation under Item B of the Proxy Statement. | |||
| 3. Re-Approval of the grant of indemnification and exemption letters to our directors who are also controlling shareholders. | 0 | □ | |
| 3.1. Rafi Amit |
|||
| Do you have a "personal interest" in item 3.1 above? [please find explanation regarding "personal interest" under item 2 above] |
YES | NO | |
| 3.2. Yotam Stern |
|||
| Do you have a "personal interest" in item 3.2 above? [please find explanation regarding "personal interest" under item 2 above] |
YES | NO | |
| 4. Approval of certain amendments to the Company's Compensation Policy. | 1 | 0 | |
| Do you have a "personal interest" in item 4 above? [please find explanation regarding "personal interest" under item 2 above] |
YES | NO |
| 5. Approval of the adoption of a special equity award for the Company's Office Holders (excluding the CEO). | ||||
|---|---|---|---|---|
| Do you have a "personal interest" in item 5 above? [please find explanation regarding "personal interest" under item 2 above] |
YES | NO | ||
| 6. | Approval of the compensation to the Company's CEO. | 0 | ||
| Do you have a "personal interest" in item 5 above? [please find explanation regarding "personal interest" under item 2 above] |
YES | NO | ||
| 7. | Approval of certain amendments to the Company's Articles of Association. | |||
| ﺓ | Re-appointment of Somekh Chaikin, a member firm of KPMG International, and appointment of Eli Goldstein & Co., Certified Public Accountants, as the Company's joint independent auditors until the 2019 annual general meeting of shareholders and authorization of the Company's Board of Directors to set the annual compensation of the Audit Committee's recommendation, in accordance with the volume and nature of their services. |
0 | ||
| Are you a "controlling shareholder"? Under the Companies Law, in general, a person will be deemed to be a "controlling shareholder" if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other of the company. |
YES | NO | ||
| PLEASE NOTE THAT IT IS UNLIKELY THAT YOU ARE A CONTROLLING SHAREHOLDER OR THAT YOU HAVE A PERSONAL INTEREST IN THE RESOLUTION UNDER ITEMS 2, 3, 4, 5 or 6. |
To change the address on your account, please check the box at right and indicate your new address. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder _____________________________________________________________________________________________________________________________________________________
NOTE: Please sign exactly as your names appear on this Proxy. When shares are led jointly, each holder should sign. When signing a executor, attorney, truste or grandian, please give full title as such. If the signer is a concerner anne by dult title as such. If signer is a partnership, please sign in partnership name by authorized person.