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Camtek Ltd. — Proxy Solicitation & Information Statement 2023
Nov 14, 2023
6712_rns_2023-11-14_ba8783ba-7d1f-4923-9a09-b9f1a0ddc69e.pdf
Proxy Solicitation & Information Statement
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CAMTEK LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS December 21, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appoints Messrs. Rafi Amit and Moshe Eisenberg or either one of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this Proxy, all of the Ordinary Shares of Camtek Ltd. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 16:00 p.m. on Thursday, December 21, 2023 at the Company's offices at Ramat Gavriel Industrial Zone, Migdal Ha'Emek, Israel, and any adjournment or postponement thereof (the "Meeting").
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S), IF SUCH 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 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.
December 21, 2023
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 ☒ _________________________________________________________________________
| Re-election of six directors: | FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|---|
| 1. | Rafi Amit | ☐ | ☐ | ☐ | ||
| 1.1. | Yotam Stern | ☐ | ☐ | ☐ | ||
| 1.2. 1.3. |
Moty Ben-Arie | ☐ | ☐ | ☐ | ||
| 1.4. | Orit Stav | ☐ | ☐ | ☐ | ||
| 1.5. | Leo Huang | ☐ | ☐ | ☐ | ||
| 1.6. | I-Shih Tseng | ☐ | ☐ | ☐ | ||
| 2. | Re-approval of the grant of indemnification and exemption letters to Rafi Amit, Yotam Stern and Leo Huang | |||||
| 2.1. | Rafi Amit | ☐ | ☐ | ☐ | ||
| Statement. | Do you have a "personal interest" in this item 2.1? 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 Camtek, that is affiliated with such person, has a personal interest in the adoption of the proposal. For further information regarding "personal interest", please see the explanation under Item 1 of the Proxy |
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| PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 2.1; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares. |
YES | NO | ||||
| 2.2. | Yotam Stern | ☐ | ☐ | ☐ | ||
| Do you have a "personal interest" in this item 2.2? [Please find explanation regarding "personal interest" under item 2.1 above]. |
YES | NO | ||||
| PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 2.2; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares. |
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| 2.3. | Leo Huang | ☐ | ☐ | ☐ | ||
| Do you have a "personal interest" in this item 2.3? [Please find explanation regarding "personal interest" under item 2.1 above]. |
YES | NO | ||||
| PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 2.3; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares. |
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| 3. | Approval of an amendment to the Company's Compensation Policy with respect to the adoption by the Company of a Clawback Policy |
☐ | ☐ | ☐ | ||
| Do you have a "personal interest" in this item 3? [Please find explanation regarding "personal interest" under item 2.1 above]. |
YES | NO | ||||
| PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 3; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares. |
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| 4. | Re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company's independent auditor for the fiscal year ending December 31, 2023, for the year commencing January 1, 2024 and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor in accordance with the volume and nature of its services. |
☐ | ☐ | ☐ | ||
| 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 ____ Date _______ |
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.