Camtek Ltd. — Proxy Solicitation & Information Statement 2019

May 16, 2019

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 April 2019

CAMTEK LTD.

(Translation of Registrant's Name into English)

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

(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F.

Form 20-F 区 Form 40-F □

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

Yes □ No 図

CAMTEK LTD.

This amendment on Form 6-K Amends to the Securities and Exchange Commission on April 23, 2019, wherein Camel Ld. ("we"," we' or the "Company") filed its Proxy Statement in connection with the Annual General Meeting of Shareholders (the "Meeting"), scheduled to take place on June 3, 2019.

Attached as Exibit A to this Form 6-K/A and is an amended Proxy Statement (the "Anvented Proxy Statement") intended to replace the original Proxy Statement, in order provide some clarifications with includes an option for voing by telephone or over the internet (fr applicable, in acordance with the instructions on the voting instruction form).

Other than the aformerined carification included in the original Proxy Statement, its Exhibits and Proxy Card filed with it, renain unchanged under the Anneded Proxy Statement.

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:

Moshe Eisenberg, Chief Financial Officer

Dated: May 16, 2019

CAMTEK LTD.

NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3, 2019

Dear Shareholder,

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

• 1. To appove ageements signed on February 11, 2019 between the Cho, a public company traded on the Taiwan Sook Exchange (TWSE) ("Choma"), as further detailed in this Proxy Statent (a) a private placement of I, 70,000 of the Company's ordinary Shares"), pusuant to the terms of a share purchase agreement signed between the Company and Chromation agreement signed between the Company and Chroma; and (c) an anneded and restated registration rights agreement signed between Chorted Ltd, the Company's controlling shareholder ("Printed"); and in comection with the above-nentionel transetion with Chroma, to also approve (i) the appointees to the Company's Board of Director; and (ii) the appoinment of Mr. Raff Amiran of the Board of Directors, while continuing to assume CEO's responsibilities.
• 1. To re-elect Messrs. Rafi Amit, Yotam Stern, Eran Bendoly, Moty Ben-Arie and Chezy Ofir to serve on the Board of Directors of the Company;
• 1. To approve certain amendments to the Company's Compensation Policy; and
• 1. To appointent of Someth Claikin, a nember firm of KPMG International, as the Company's independent audior for the fiscal year ending December 31, 2019 and the 2020 annual perine of shareholders, and or authorize the Company's Board of Directors (o set the annual compensation of the independent auditor, at the Audit Committee's recommendation, in accordance with the volume and nature of its services.

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

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

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

Whether or not you plan to attend the Meeting you are and sign the enclosed proxy and to mail it in the enclosed envelops, which requires no postage if mailed in the United States, or you may othernet in accordance with the instructions on your voing instruction for (if you hold your shares in street name and the applicable voting instruction in the shares were registeed with a menber of the Tel-Avir Stock Exchange Ltd. ("TASE"), chould deliver or nail (via registered mail) their completed proxy to the, attention: CPO, together with an ownership as of the record cate, as of the record date, which certificate must be approved by a read TASE member through which he or she holds their shares, a required by the Israel Companis Regulations (Proof of Overeship of Shares for Voting at General Meeting of 2000. Such shownership certificate in a branch of the relevant TASE menter of by mill to his or be address, if the shareholder so request must be made for a nationals scurrities account, in advance, Alternatively, shareholders who hoples of TASE may vote electronic voing system of the Issee Securities Authority up to six (6) hours befor the Meeting (i.e., 12:00 PM Israel ime on Monday, June 3, 2019). If applicable, you should request instructions about electronic voting from the TASE member through which your shares.

Execution and return of your proxy will not dend the Meeting and vote in person, and any person giving a proxy has the right to revolce it is exercised.

Joint overs of shares should take note that . (10(a)(3) of the Articles of Association of the Company, the joint over whose name appears first in the Company's Shareholders Register will be entitled to vote at the Meter does not vote, the joint ovner whose name appears thereafter may vote, and so forth for multiple owners.

A proxy will be effective only if it is received at that twenty four (24) hours prior to the tine of the Meeting (i.e. 6:00 PM Israel time on Sunday, June 2, 2019), or – in the case of shareholders voting electronically (as described above) - no later than six (O) hours prior to the time of the Meeting.

By Order of the Board of Directors,

MOTY REN-ARIE

Chairman of the Board of Directors

May 16, 2019

PROXY STATEMENT

CAMTEK LTD.

AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3, 2019

This Provy Statement is being funished to the holders. New Issaces "NS" (0.0 nominal for in value pershage (the "Shares") of Cantis Ltd. "W", "Cantic Ltd. "W", "Cantic Ltd. " "Company") in comecion with the solicitation by the "Board" of "Board of Director") of posics for use at the Company's Annual General Meting of Shareholders, or at any postponement or adjournment thereof (the "Meeting").

PURPOSE OF THE ANNUAL GENERAL MEETING

The Annual General Meeting will be led on Monday, June 3, 2019, at 6:00 PM (listestial Zove, Must Gavirial Zoor, Migal Har Enel, For the following purposes:

• To approve agreements signed on February 11, 2019 between the Company and Chroma, as further che following (a) a privat placement of 1,700,000 Ordinary Shares, pursuant to the terms of a serven the Company and Chrons; (b) a technological cooperation agreement signed between the Company and (c) an anended and restated registration rights agreement signed between Chroma, the Company and Priorient with the abovementioned transaction with Chroma, to also approve (i) Chroma nomines to the Company's Board of Director; and (i) the appointment of Mr. Rif Ami as Chairman of the Board of Directors, while continuing to assume CEO's responsibilities.
• 1. To re-elect Messrs. Rafi Amit, Yotam Stern, Eran Ben-Arie and Chezy Ofir to serve on the Board of Directors of the Company;
• 1. To approve certain amendments to the Company's Compensation Policy; and
• 1. To approve the re-appointent of Somelo Chine of KPMG International, as the Company's independent audior for the fiscal year ending December 31, 2019 and unil the 2020 annual general meeting of sharely the Company's Board of Directors to set the annual compensation of the interest auditor, at the Audi Committee's recommendation, in accordance with the volume and nature of its services.

At the Mecing, you will also have an opportunity to report and the audited consoliated financial statements of the Company for the year ended December 31, 2018; 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 Monday, April 29, 2019, the record date for the at the Meeting, will be antiled to nove of and to vote at the Meeting and any adjurnment or postponent thereof. At such time, exch issued and outstanding Share will be entitled to be presented at the Meeting.

PROXY PROCEDURE

A form of proxy for use at the Meeting and a return envels, Alternatively, you may vote by telephone or over the internet in accordance with the instructions on your voting instruction form (if you hold your shares in street name and the applicable voting instruction form sent to you allows this).

If specified by a shareholder on the first of proxy the be vetel in acordance with such specification. If a choice is not spect to any proposal, the form of possy will be voted "FOR" and in the discesion of the proxies with may properly come before the meeting and any and all adjournments thereof. On all matters consistentions and broker nor-votes will be treated as neither a vote "FOR" no" 'AGANST' the nater, although bey will be counted in determinine if a quorun is resert. Brokers holding shares of record for their clients are, wrought to applicable stock exchange or other rules. prechded from casing in respect of certain non-routine have not received specific instructions from their clients as to the namer in vinch such shares should be voted on those proposals and as to which the Company that, accordinely, they lack yoting authority.

Shareholders whose Shares are registered with a mail (vir reisteed mail) their completed proxy to the Company's Office, attention: CFO, together with an ownership certificate onlineship as of the record date, which certificate must be appoved by a reesgnized financial institution, i.e. Indi TASE member through which he or she holds their Shares, as required by the Israeli Companies of Shares for Voting at General Meeting) of 2001. Soch shareholder is entitled to reeeive the owners of the relevant TASE member or by mail to his or her address, if the shareholder so request must be made for a particular securities account, in advances who hold Shares through nembers of TASE may wee electronically via the electronic while system of the Israel Searchies Authority, up to siz (6) hours before (i.e., 12:00 PM ssettine on Monday, June 3, 2019). If antileghe, was should reapest instructions about electronic voting from the TASE member through which you hold your Shares.

A proxy will be effective only if is received at the no ater than twenty four (24) hours prior to the Meeting (i.e. 6:00 PM Israel ime on Sunday, June 2, 2019), or - in the case of shareholders voting electronically (as described above) - no later than six (o) hours prior to the time of the Meeting.

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

Proxies for use at the Mexing solicited by the Board of the Company cliefly by mail, (in accordance with preference specified by the applicable shareholder) hovever, ertain officers, directors, once of whom will receive additional compossion for such solicitation, may solicitation, may solicitation, may solicity on t personal contact. The Company will bear the proxies, including postge, printing and handling, and will reimburse the easonable expenses of brokenge firms and others for forwarding material to beneficial owners of Shares.

QUORUM

The presence of two (2) or more sharebolders, present in by electronic voling, and holding together Shares conferring in the aggregate at least were tive percent (1.5%) of the voline rights of the Company at the Meeting, If within half an hour from the time mpointed for the Meeting a quorum is not present. the Mecine shall stad adjourned to June 10, 2019, at the same time, if a quorum is not present within half an hour from the fine appointed for the Neeting, the Meeting will take place regardless of whether a quorum is present.

BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth craning, as of April 16, 2019, regarding (i) persons or entities known to the Company's issued and outstanding Shares (i) each 'office holder' in the Israel Companies Law, 5759-1999 (the "Company the "Office Holder") inown to the Company to beneficially own more than 1% of the Company's issued and (ii) all Office Holders of the Company as a group.

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

Except where of be indicated, and except pursually property laws, we believe, based on information firmsised 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.

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

The "Number of Shares Beneficially Owned" in the table that may be aquired by an individal or group upon the execuse of options that are either currently exercised or will become exercisable within sixty (60) days after hat may be issued under these options are deemed to be outstanding for purpose of determing the recentage of ownership of such individual or group, but are not deemining for the purpose of cercentage of ownership of any other individual or group shown in the table.

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

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

• (3) Priortech's issued and outstanding share opidal on Mr. Yotan Steen, holds 9.3% of Priortech's issued and outstanding share capital. As a reast of a voing agreement relating to 3.09% of Priortech's voline every in interestig interest segent meetings of shareholders and the right of first refusely and dee to the fact that there are no other sharebolders holders of the voling equity in Priorted, Nessrs. Rafi Amit, Yotam Stern, David Kishon, Zehra Wineberg and Hanoch Feldstien and the estates of Itzhak Krell (deceased) and Haim Langmas (deceased), may be deemed to control Priortech.
• (4) the Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
• (5) . Mr. Stem directly owns 104,445 of our Shares In addition, as Mr. Stem may be deemed to control Prontesh (see footote 3), he may also be deemed to beares of the Company held by Priortech. Mr. Stern disclaims such beneficial ownership of such Shares.
• (6) . Based on the Schedule 13G filed by Yelin and Dov Yelin on February 6, 2019. Which mesented oversion as of December 31, 2018 The 1.961.65 Ordinar Stags reported under such Schedule 13G by Yelin Lapidot funds managed by Yelin Lapidot Provident Funds Management Ltd. (473,240 Ordinary Shares) and mutual finds manged by Yelin Lapidot Mutual Funds Management Ltd. (1,488,455 Ordinary Shares), each a wholly over the "Felin Lapidot (the "Felin Lapidot Subsidiaries"). Messrs. Yelin and Lapidot each over 24.3% of the voing rights of Yelin Lapidot, and are responsible for the day-to-day nanagement of Yelin Lapidot. The Yelin Lapidot Subsidiaries operatent management and make their own integendent voting and investment decisions. Any economic interest or beneficial overship in any of the Company's Octination of the members of the members of the provident films, as the case nay be. Each of Nesss. Yelin and Lapidot, Yelin Lapidot Subidizines disclain beneficial overship of the Ordinary Shares overed by the abovenentioned Schedule 13G. Yelin Laniods principle address is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel.
• (7) holers, other than Messes . Anit and Stern (interest in Shares overed by Priortech), beneficially overs less than 1% of our outstanding Shares (including options held by each such person which have vested or will vest within 60 days as of April 16, 2019) and have therefore not been listed separately.

For information of the compensation of our five (5) most highly compensated Office Holders with respect to the year ended December 31, 2018, pleases see "Item 6. Directors, S Management and Employes – B. Connensation of Covered Office Holders" in our annul report or 2018, which was fied on Form 21-F with the SEC on March 25, 2019 (File No. 000-30664).

⁽²⁾

ITEM 1

TRANSACTION WITH CHROMA

A. General

The Company ontinuously explores opportunities that in the narket it serves and expand its businesses, in order to increase its sharbolors' value Accordingly, on February 11, 2019, the Company encording to which, anong others, new Ordinary Shares will be issued to Chronzay. Chronza is a Taiwaese company, whically wated on the Taiwane (TWSE), which engees in the supply of precision tost memore to systems. intelligent manufacturing systems and text & automa serves the following markets: electric velice, IED, VV, gree battery, senionductor, photonic, fla parel disable, video and color, power electivel saley, themselection, automated optical intellient manufacting system for fifilmation and Communication Technology ("ICT"), clean technology, and smart factory industries.

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

The total cash consideration to be received from and Proctech together anounts to \$74.5 million, and is calculated based on a share-price of \$9.00 per Octinary Share, which reflects a 29% premium on the Ordinary 8, 2019. After the closing of the simulancous agreements comprising the transaction, Chomanil hod approximately 20.5%, while Priortech will hold approximately 24%, of the total issued and outstanding shares of the Company.

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

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

B. The Transaction Documents

The Company, Choma and Priortech entered into the additional agements refered to under (0) and (e) and (e) and (e) and (e) and (e) and (e) compise the transaction (the "Transaction")

(a) Share Purchase Agreement by and Chroma (the "SPA"), pursuant o which the Company shall issue to Choma 1,700,000 Ordinary Shares (the "Purchase Shares"), representing approximately 4.5% of the Company's issued and outstanding share capital, in consideration for \$ 1.50,000 (the "SPA Purchase Price").

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

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

• (d) Share Transfer Agreement by and between Printed and Chrona (the "STA"), nursuant to which Printed stall of Chrons of Increase inc approximately 16% of the Company's issued and outstanding share capital, in consideration for \$58,115,680 (the "STA Purchase Price").
• (e) Shareholders Rights Agreement by and Chroma (the "SHA"), regulating the relationship between Piortech and Chroma as joint controlling shareholders of the Company. In the SHA, it was agreed, that Priorted and Chroma will the majority vote between them, except in the following four issues which shall require the approval of both parties: (a) anenders to the sociation; (0) appointnent of the Company's audior; (c) liquidation of the Company and (d) an interested party transaction oneeming matters realing to the compensation of executives and directors of the Company, with respect o which the parties agreed to vote their Shares in accordance with the recommendations of the Company's Compensation Committee.

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

• (a) as long as Priortech holds at least 20% of the Company's issued and outstanding share capital on an as-ssued basis, it shall be entitled to rominate three (3) director: ( 1. holdings are reduced to less than 20% but at the love entitled to nominate two (2) directors; (c) if such holdings are reduced o less (nan 15%) but at least 10%, it shall be entitled to nominate one (1) director; and (d) if such holdings are reduced to less than 10%, it shall not be entitled to nominate any directors;
• 1. (e) as Chroma holds more than 15% of the Company's issued and outstanding share capital on an-issuel basis, it stall be entitled to nominate two (2) directors (0) if s holdings are reduced to less than 15% but at lead to nominate one (1) director; and (c) if such holdings are reduced to less than 10%, it shall not be entitled to nominate any directors; and
• 1. the board shall be comprised of at least two (2) external directors, which shall serve in accordance with the provisions of the Companies Law.

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

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

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

Our Audi Committee and Board have unannously approved the entry into and the exception of the SPA, TCA and RRA (together, the "Transaction Document"), as applicable.

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

C. Key terms of the Transaction Documents

Share Purchase Agreement

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

The closing of the SPA (the "SPA Closing") is subject to centring (i) the elnsing of the remaining Transaction Documents; (i) receipt by the Company of the SPA Parchae Price; (ii) recipt of the Company's shareholders' approvand Chrona of governmental and regulatory approvals, including the comititee on Foreign Investment in the United States ("CFUS Approval by the Taiwan Overseas Foreign Investment Commission (MOEACC), and contral from the Central Bark of the Republic of Chita for the foreign exchange transactions necessary to clicel States Dollars into United States Dollars for any the SPA Price: (y) the absence of a Macial Adverse Effect (as defined in the SPA) within the period between the SPA and the SPA Closing, and (vi) the appointent of two nembers nominated by Chroma to the Company's Board. As a result of these approvals, we cannot assure you that we Transation Documents in order to meet regulatory concerns or hat the SPA Closing will not be materially delayed. Should we be required to mendments to the Transaction Documents, we shall seek shareholder approval with respect thereto.

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

The SPA contains certain covenants made by the calia, (i) covenants relaing to the transaction being a private placement exempt from registration under the Securities Act of 1933 (i) an obligation not to nerven the SPA and the SPA Closing, are action that would reasonably be expected to result in the illution of Chroma's hollings in the Company by more than 10%; provided that the grant of an a amount of up to 2.5% of the Company's total issued and oustanding share capital shall not require Chroma's consent, and (ii) the appointent of two member of the Company's Board, who shall receive the same indermification rights as received by all other directors of the Company.

The partiss are mutually obligated to inder against any labilities, excluding indrect damages, resulting from or arising of the intennifying party under the SPA. However, the international respect of the SPA Purchase Price, and (i) Mosses related of representations or warranties under the SPA, if the interest of such breach prov to the SPA Closing. Additionally, no claims by Chroma against the Company the Company the Com asserted unless the aggregate amount of losses exceeds \$1,000,000.

Until the SPA Closing, temination stall be either (A) by either party, if (i) any governmental authority shall have issued any order or legal restrant tat prohibis the consumention of the SPA Closing stall not have ocurred by Jnne 30, 2019 (or 30 days thereatler, if on account that only CFUS Approval has not been obtained); or (ii) under circumstances of any representation or warranty or failure to perform in any material respect any agreement under the SPA which causs certain closing conditions not to be met; (C) by the Company, (i) if, under cordinate the SPA Closing, or (ii) ander certain difulive vents of Chomals holdings in the Company by more than 10%, subject to payment of a termination fee in a sum representing 2% of the SPA Purchase Price.

Technological Cooperation Agreement

The Company will grant Chroma a vyalty bearing is cettin triagulation technology, in order to design, develop, productize, commercialize and manufacture certain agreed upon products for non-semications. Additionally, Chroma will, in the future, build inspection nachines based on the Company's technology in oder to address cetain market niches, in which the Company doss not agrimation in Tayyar and the People's Republic of Clima. And, the proposed beir musel interest in exploine potential projects based on the synergies of their current and future technologies.

In consideration for the license grant. Chromany an agreed upon revalty-amount for each served into a system sold by Chroma. The parties are addition a certain threshold, regarding the respect to each system and a cap expressed as percentage of net sales generated from the sale of the eastonary restrictions. Chroma will also contribute a certain and expected costs and expenses conceming the applicable transer of the licensed technology.

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

During the tem of the TCA, in the event that Chroman non-semication(s) with respect to which the use of the licensed technology and/or the Candel Foreground IP may create significant value of a parsue the commercialization of such potential application(s) under a license from the Company, then the Company will enter into an adendum to the TCA additional (non-exclusive) license to Chroma. Certain respect to the felds in which with and additional licenses may be granted.

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

Chroma undertook tarm of the TCA and for a certain period following is temination, it will not engge in the design, development, manufacture, assembly, distibution, makeing and or sale of any systems, products, services and or pracive and or exploit any white light trianghation technology other than the licensed technology.

At a fittere date to be agreed mont by the Company will strans rights to manufature and assemble instruction machine-based on the Company's technology for distinging narketing and sale solely in Taiwan, the Peple's Republic of Chira and other parties may agree upon, subject to certain commitments by Chroma to be agreed between the parties. As consideration for the manufacturing include in the "NEW" system, the Company shall be entided to royalties a a cortain percent of all revenues generated from the of the NEW Solution.

Second Amended and Restated Registration Rights Agreement

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

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

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

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

D. Appointment of Two (2) Chroma Nominees

Under the Company's Articles of Association (the "Articles"), the Board is to consist of to less than fire (10) directors. The Board is currently commised of sever (7) menters, A director, who is no an external director (a vi), is appainted by the general meting of starebolders, will commence serving at the conclusion of the general meeting in which he or she was a pointed on the commencement of his or her tenure was specified in the restudion by which he or she was appointed, and shall end his or her service at the conclusion of the next annual general meeting of shareholders.

As explained above, under the SPA. Chroma shall be entitled to and upon the SPA Closing, to the Board believes that the premisse of members' componition is appropriate and sufficient for size and scale of business, it is proposed to keep such seven member composition, so that the two directors who shall be nominated by Christing directors (see belov). Chroma's nomines shall be appointed as of the SPA closing, and in ine with the Articles - shall serve for a term that will end at the conclusion of the 2020 annual general meeting of shareholders.

Q

Pursuant to the recommendation of our Nomination of accordance with Rule 5605(e) of the Nascag Marketpace Rules (the "Yasdaq Rules"), it is propect that Mr. Leo Huang and Mr. I-Shih Tseng be ech elected as our directive as of the date of the SPA Closing, for a term of appoximately one year, until the conclusion of the 2020 annual general meeting of the Company's shareholders.

In acontance with I sensive as a dreator must submit a declaration to the Comany, mont on he or she her election, specificing that he or she has the pounde graniste graniste to serve as a director, and the ability to devote the to performing his or her duties as such. The Company has received a declaration from each of Chroma's nominess, Lo Huane and 1-5lin Tsen, confirming that the posses the rasertise, as vel as sufficient time to perform the intires a drectors of the Company is not avare of any reason why any of Chroma's nominees, if elected, would be unable to serve as a director.

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

Leo Huang of Chroma in 1984 and has been serving as chairman of the board of directors of Chroma since October 23, 194. Mr. Huang was the OA Engineer of TMEX Com. form 1975 to 1977 and served as the Sales Manager of Philips Election in 1984. Mr. Huang received his bected his bection's diginering from National Chiao Tung University in 1973.

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

Similar to Messs. Rafi Anii and Yotan Stemed to control their controlling interest in Priortech (see foototes 3 to 5 above, under BENEFICAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AVD MANAGEMENT), both Lot receive any compensation in consideration for their service as directors (Rafi will contine to receive company see under E. below), but shall eceive the same indemnification, exempior and insurance rights as received by all office holders of the Company, including directors.

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

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

Resignation by Two (2) Currently-Serving Directors

Subject to their re-dection as our directors (see Ien 2 below), and in order on position of the Board, Messis. Exam Bendoy and Chezy Off have agreed to resign from service as directors upon the SPA Closing, in conjunction with the appointment of Leo Huang and I-Shih Tseng as our directors.

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

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

Our Andit Committee and Board believe that une to maintain the desired 7-member composition of the Board while also maintaining the ability to only with the audit committee companients as set forth under the Companises, and (witch include at least three members, as such tem is offined in the Companise Law, and the chairman of the Board carve a a nember). Nr. Ani should resume his charges that the closing of the Transation is expected to inquire in the Company's shareholder compary's business, as well as the significance of the Claiman's role in representing the Company toward investors as well as customers our Audi Committee and Board believe that Mr. Ani. with his temendous understanding and experience in the Company serves, including long established acquiritance with investors and customers in said markets, is best suited to less to in its strategic path to efficiently expand the Company's current market share.

In accordance with sections 91(a) and 12 (c) of the Companison as Chairman of the Board, while continuing to assume to responsibilities of CEO, shareholder approval must be obtained, which approval may be given for renewable periods not exceeding three (3) years each.

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

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

F. Required Vote

The affirmative vote of the holders of a naiority of the voing, in person, by proxy or by electronic voing, is necessary for the approval of the Transacion. In addition, the shareholders' approval must of the Shares voted by sharebolders who are not controlling shareholders who have a personal interest in the approval of the Transactions of the entrolling shareholders voted gearing the resolutions more than two percent (2%) of the outstanding Shares.

Under the Companies Law, in economil be deemed to be a controlline shareholder if that person has the activities of the company, otherwise than by reason of being a director of the onlyany, and a person is deemed to have a personal interest it any member of the shareholders inmediate family of a stareholders sources in the adoption of the proposal. In addition, voy are deemed to have a personal interest if a comment official with you, has a personal interest in the adoption of the propagy in which you or a neether of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstand to have a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares to a relationship with a controlling shareholder.

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

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

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

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

FURTHER RESOLVED, that subject to and as of the SPA Closing, Leo Huang cad I-Shift Tworg, be, and the yever directors of the Company, with the conclusion of the 2020 annual general meeting of shareholders; and

FURTHER RESOLVED, that subject to his re-election as our the 2020 and 2021 annual general neetings of shareholders, and salges to the SPA Closing, Mr. Roff Anit, be, and he hereby is, appointed to server, with continuing to assume CEOS responsibilities, for a period of the date of the SPA Closing".

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

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

ITEM 2

RE-ELECTION OF DIRECTORS

Background

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

Re-election of Currently Serving Directors

Pusuant to the recommention of our Nominee, established in acordance with Rule 5605(e) of Nastaq Rules, it s proposed that Mr. Raf. Ann, M. Youn Stern, M. Exan Bendoly, Mr. Moty Ben-Ari-and Prof. Chery Off be each of approximately one year, until the conclusion of the 2020 amala general meding of the Company's shareholders (with respect to Messrs. Bendove under "Resignation by Two (2) Currently-Serving Directors").

In acordance with Israeli law, a nomine of submit a declaration to the Company, prior to his election, specifing that he has he requisite qualifications to serve a s 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 requisite skills and experise, as well as sufficient time of the Company. The Company is not aware of any reason why any of the five nomines, if te-five nomines, if te-flecte would be unable to serve as a director. The Company understanding or agreement with respect to the titure election of any of the proposed nomines.

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

Rafi Amit has served on our Board since ("CECE) as of January 2014. Between 2010 and March 2017, Mr. Anit also served as our Active Chiman of the Board of Directors. Previously, Mr. Amit served as our Child August 2010 and as Chairman of the Board from 1987 unil April 2009. Since 1981, Mr. Anit has also servel as a director of Priortech and has been of Directors of Privates since 1986. From 1981 unil 2004, Mr. Anit served as Priortech's CEO. Mr. Anitholds a B.Sc. in Industrial Engineering and Management from Technion - Israel Institute of Technology.

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

Eran Bendoly has served on our Baard since November 2000. Currently . Mr. Bendely serves as the CEO of Olliness consulting firm. From 2009 to 2012 M. Bendoy servel as the Chief Financial Officer of Expand Neworls of WAN optimization technology From 2006 to 2008 Mr. Beatley served as Chief Financial Officer of Personal Officer of Persona leading vendor of intelligent network service creation plation of 2006. Mr. Bendov served as CEO of Xenia Namesment Ltd, which is the managing partners LP. a limited partnership that operates a technology included in 1972 Mr. Bendoly served as Director of Finance for Europe, Middle East & Africa of Mindspect Technologies, Inc., a U.S.-based fabless senionality of From 1998 to 2001. Mr. Bendoly served as Chief Financial Officer of Novaret Semiconductor Ltd., and from 1996 to 1996, he served as Vice President finance and Operations of Novals a B.A. in International Relations from the Hebrew University of Jersey of Jersey of Jersey of Jersey of Jersey on from the KU Leuven University of Belgium.

Mory Ben-Arie has served as our Claiman of the Board since March 2017. Mr. Ben-Arie has served as a consultant to entrepreneurs and investors since 2014. Peviously, Mr. Ben-A served as the CEO of Sinil 2014. From 2006 until 2011 Mr. Ben-Arie also served as a managing partner of Vertex Ventures, where he focused on investmants in Israelirelated hi-ech companis and evaluation of companisation, IT, test equipment, medical equipment and multidissipinary systems. During these years Mr. Ban-Are served as a member of the find investments in several companies and served as a baard member in companies in their early stages, including Color Chip hos, Multiph, Expand Networks, Comability and Ethnologia, From 2000 until 2006 Mr. Ben-Are also served as a partner of Wallen Issael on investments in Israelrelated hi-lech companies. During these years Mr. Beeral companies and served as a board nember in companies from early stage, including Color Chip Inc. and Passwe, From 1998 and in Ber-Arie served as a director in Wallen Issel, and financed seed phass for new startus. From 1991 unil 1998 Mr. Ber-Arie served as the co-founter and CEO of Radio 198 mill 1982 Mr. Ber-kries served as an electronic engineer and a project manager in Elisa Ltd. Mr. Der-Arie hols a MBA from Tel Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology.

Chezy Off has served on our Board since October 2018. Prof. Of business consulting experience and served as a director at various computies. From 2012 until 2015, servel as an external director of Adama Schulons Ltd. From 2004 until 2010, served as a director of Shuffersal Ltd. (T/SE: SAE), Served as of 2016 ac a Director and as of 201 Chimman (nominated by the Issael) of the Issable Company Ltd. From 2016 unil 2019, served as a director in Soda Stream (Noslagr, Soda). As of 2016, Prof. Off serves at Halass Medical Centres (Ein-Karen, Jensalan), As of 2013 at MCT Technologies, Inc. (Nasdag: MCT). Por . Ofir is a Professor and Iracly nember at the School of Business Administration, The Hotels Pool. Of Intributo a B.Sc. and M.S.; in Engineering Tom Ber-Gurion University, and Ph.D. in Business Administation from Columbia University.

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

Compensation to Re-Elected Directors

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

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

Cash

While Messis. Rafi Anit and Yolan Sterry any compression (either in cash or equivy with respect to their service a our directors. Messs. Mov Ben-Are, Chazy Of rand Exa Bendoly will receive, which re-election as directors of the Company, cash remuneration in the same anounts as paid to our external directors; these annums include annual fee, perine participation in meetings of the Board and its committes, and reinbursement of travel expenses to participation in a neeting which is hel outside of their place of residence, in the following anounts NS 2,000 (apposimately \$ 723) in in-provinately \$ 723) in-person participation fee, NS 1,60 (approximately \$ 434) for conference call participation and NIS 1,300 (approximately \$ 362) for written resolutions.

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

The above-mentioned cash remuseum is in line Compensation Policy, according to wich each of the Company's non-controlling directors is entitled o receive cash fees that include annual and participation fees.

Equity

At the Special General Meeting held on October 2018, our share, Peof. Chey Ofir and Mr. Eran Bendoly shall each be entitled to receive an equity erant commised of thee throusand two hunded and wenty of the "Directors' RSUs"). The Directors' RSUs vere grated on the date of such Several Meeting, under the Company's 2018 Share Incention of three (3) years, on a quarterly basis (subject to continued service as a director). The amualized value of such equity grant to each of Messes. Ben-Arie, Offr and Bender and the ears on the eate of its approval by the Board (August 9, 2018), was appoximately ten thousand (10,000) USD

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

As mentioned above, while Mr. Yotam Stern any compensation, including in equity, with respect to his service as our director, as of the date hereof Mr. Stem holds 10,445 of our Ordinary Shares.

Required Vote

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

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

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

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

"FURTHER RESOLVED, that Mr. Yotan Stern be, and he Bard for a term of appreximately one year, unil the conclusion of the 2020 amout general meeting of the Company's shareholders";

"FURTHER RESOLVED, that Mr. Evan Bendry is, re-sected to the Board for a term of approximately one year, writ the conclusion of the 200 amad general meting of the Company's shareholders ";

"FURTHER RESOLVED, that Moy Ben-hire be, and he Board for a term of approxinately one year, anil the conclusion of the 2020 amad general mesting of the Company's shareholders "; and

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

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

As ect of Messes . Ani, Stern, Bendol, Ber-Arie and Officerst in the foregoing proposed resolutions regarding his respective re-election, acch of then refromed from making a recommendation with respect to his own re-election.

Additionaly, As a result of a voing agreen treating to suity, Mr. Anit has refrained from making a recommendation with respect to he re-election of Mr. Stern, and Mr. Stern has refrained from making a recommendation with respect to the re-election of Mr. Amit.

ITEM 3

AMENDMENTS TO THE COMPANY'S COMPENSATION POLICY

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

Background

On October 14, 2013, our starcholders, following the Company's Compensation Committee and Board, approved the adoption of the Compansation Policy, which or wides a framework for the end employment of our Office Holders, including terms such as their has a severage and other herefits, the grant of an exemption from liability, insurance and rights to indemnification.

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

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

General

Our Compensation Committee and Board of Drestors have evolutions dated April 11, 2019 and April 14, 2019, espectively, that the limitations of forth in the Compensation Policy with respect to the annual bonuses for Executives (other than the CEO) should be amended - subject to shareholder approval - as follows:

Section 8.1.4:

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

Section 8.1.5:

The cap for the anual Cash Plan payment for each exchuding the Company's CEO), shall be increased from 6 monthly base salaries.

Our Compansation Committee and Board believe that the Company's best interests and are appropriate and suitable, considering, anong others, the importance of motivating and incentivizing our Executing the Company's CEO) through variable cash incentives that are in line with the companises, and taking into account the Company's character, financial position, needs, prospects and strategic goals.

When reacting their conclusion Comnittee and Board and reveved comparable industry data and data of peer companies in our industry. According to the information receivel with respect to variable of excluding CBOs) in per-group companies, the members of our Commensation Committee and Boad not the caps proposed are in line with the amounts provided to executives (excluding CEOs) of such peer-group companies.

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

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

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

If the adoption of the Anneded Policy is not approved by our the carrent Compensation Policy shall continue to be in fill force and ffect annil June 18, 2021 – wich is the end of the three (3)-year period that commenced on June 19, 2018, the date of its most recent adoption by our shareholders.

Required Vote

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

The Companies Law requires that each shares of the proposed resolution indicate whether or not he or she is a controlling shareholder or has a personal interes in the propose esolution. For a complete discussion reading "control" and how to indicate wether you are a controlline shareholder or have nersonal interest in this nonosed resolution, please see Item 1 above, under the caption "F. Required Vote".

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

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

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

As all nembers of the Board have a personal interest in the Conposites with the Companies Law, they were all entitled to participate and vote on said resolution.

ITEM 4

APPOINTMENT OF INDEPENDENT AUDITOR

Background

The Companies Law and our Articles provided as an independent auditor of the Company at the annual general meeting of the sharbolders of the Company, and that the independent auditionmentialy following the date of the next annual general meeting, or until such har the annal general meeting, provided that the no longer than unil the end of the third annual general meeting in which such auditor was appointed. An incependent auditor who has completed a period of appointed. The Company may appint several auditors to conduct the audit jointly. In the event the position of an audior has become vacat and the can additional audion, the Board shall corvere a special meeting of shareholders as som as posible to appoint an auditor.

General

At the Mecing, shareholders will be asked to re-appoint Somether of KPMG International ("Someth Chailin"), as independent audior of the Company, until innediately following the next annual general meeting of shareholders.

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

The Company's Audit Committee and Board of Directors and are satisfied with the performance of Someth Clasifin and Eli Goldsein; hovever, each of the foregoing are of the opinion that, taking into consideration the Company's size and its a finte Company that, going forward, the Company shall engage coly one independent audion. Accordingly, the Bard of Directors recomment of Someth Chalin (who are, as nectioned above, the Company over the years and the sole and the sole and the sole and the sole and all SEC filings and reporting) as the Company's sole independent auditor until immediately following the next annual general meeting of shareholders.

Notwithstanding the Connan's Audi Comnitee and Board of Directors resolved that, in light of Elf Goldstein's borganing experience and acquaintanes with the Company and its affairs, and the antipated contribution of the Transaction with Chroma (which is dealed in Item 1 above), it would be in the Conney's best interest to have Eli Goldstein continue providing certain non-audit services to the Company until the SPA Closing,

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

According to the Company's Articles, the Board is author's compensation in accordance with the volume and rature of the services realerd by him. The following table resents information of fees nail by the Common to Somely Chalin for the Someth of the Company for the Issaa vear eded December 31, 2018:

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

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

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

Required Vote

The affimative vote of holders of Shares represent at the Meeting, in person, by poxy, by poxy, by poxy, by poxy, by posy card or by electronic voting, and voting on the mater, is necessary for the re-appointent of Somany, and for author of the Company, and for authorizing the Board, following the Audit Commentation, to determine the auditor's fees for the term of his appointment.

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

"RESOLVED, hat: (i) Somether from of KPMG International, be re-appointed as the Company, until the concusion of the 2020 annuagesear meeting of shareholders; and (i) the Board of the cashorized to decemine the fees for Sonelh Chaikin at the Audit Committee's recommendation, for the term of heir appointment, according to the nature and volume of their services,"

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

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

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

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

May 16, 2019