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Camtek Ltd. Proxy Solicitation & Information Statement 2019

Apr 23, 2019

6712_rns_2019-04-23_c14a3740-49b3-4ca9-8e20-3a993afd00b1.pdf

Proxy Solicitation & Information Statement

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CAMTEK LTD.

ANNUAL GENERAL MEETING OF SHAREHOLDERS June 3, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareholder(s) hereby appoints Messe Eiseberg or either one of them, as proxies, each with the power to appoint his substitute, and hereby anthorizes them to represent and to vote, as designated on the Proxy, all of the Ordinary Shares of Cancel Ltd. that the shareboder(s) is/are entitled to vote at the Amal General Meeting of Sharebolders to be held at 6.00 p.m. on Monday, June 3, 2019 at the Cavriel Industrial Zone, Migdal Ha 'Encel, Israel, and any adjournment or postporement 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 SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS, AND AS SUCH PROXIES DEEM ADVISABLE AUTHORIZATION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADIOURNMENT OR ADJOURNMENTS THEREOF.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

CAMTEK LTD.

June 3, 2019

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, AND 4 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 極

1. Approval of agreements signed on February 11, 2019 between the Company and Chroma, including; (a) a private placement of
1,700,000 Ordinary Shares, pursuant to the terms of a share purchase agreement signed between the Chroma; (b) a
technological cooperation agreement signed between the Company and (c) an amended and restated registration
rights agreement signed between Chroma, the Company and Priortech; AND in connection with the above-mentioned transaction
with Chroma, approval of: (i) the appointment of two (2) Chroma nomines to the Company's Board of Directors; and (i) the
FOR
0
AGAINST ABSTAIN
appointment of Mr. Rafi Amit as Chairman of the Board of Directors, while continuing to assume CEO's responsibilities.
Do you have a "personal interest" in this item 1?
Under the Companies Law, in general, a person is deemed to have 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, or if a company, other than Camter,
that is affiliated with such person, has a personal interest in the adoption of the proposal.
Please note - you do not have a personal interest in the adoption of this proposal just because you own our shares.
For further information regarding "personal interest", please see the explanation under Item 1 of the Proxy Statement.
YES NO
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 1.
2. Re-election of five (5) directors to serve as directors of the Company until the conclusion of the 2020 annual general meeting of
shareholders.
2.1.
Rafi Amit
0 0
2.2.
Yotam Stern
0 0
2.3.
Eran Bendoly
0
2.4.
Moty Ben-Arie
0
2.5.
Chezy Ofir
Approval of certain amendments to the Company's Compensation Policy 0 0 0
Do you have a "personal interest" in this item 3?
[Please find explanation regarding "personal interest" under item 1 above].
YES NO
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 3.
Re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company's independent auditor for the fiscal
year ending December 31, 2019 and until the 2020 annual general meeting of shareholders, and authorization of the Company's
Board of Directors to set the annual compendent auditor, at the Audit Committee's recommendation, in
accordance with the volume and nature of its 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.
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU ARE A CONTROLLING SHAREHOLDER.
YES NO

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______________________________________________________________________________________________________________________________________________________ Date

Signature of Shareholder______________________________________________________________________________________________________________________________________________________

NOTE: Please sign exactly as your name or names are held jointly, each holder should sign. When signing as executor, administrator, attorney, attorney, atterney, atterney, a guartian, please give fill title as such. If the signer is a corporate name by duly authorized officer, giving fill title as such. If signer is a partnership, please signin partnership name by authorized person.