Camtek Ltd. — Remuneration Information 2018

Jun 4, 2018

To:

LETTER OF INDEMNIFICATION

1. Undertaking for Indemnification - General

• 1.1 > You serve or have been appointed to serve as an office Holder") of Camek Ltd, a company organized under the laws of the "Company"). The Audi Committee, the Board of Directors, and the Company resolved, on March 9, 2000, to gran an underaking for indemmification to the Office Holders of the Company.
• 1.2 I In consideration of your continuing service to the Company undertakes to indemnify you with respect to any liability or expense imposed upon you as a result of an action made or to be made by you in your capacity as an Office Holder of the Company, in accordance with and subject to the provisions set forth below.
• 1.3
• I. 4 . This Letter of Indemnification and the Company hereunder are subject on the Companies Law regarding the indemnification of office indem.

2. The Substance of the Indemnification

• 2.1 The Company shall indennify you with respect on por you as a result of an action or onission ("Attin")", made or taken by your expacty as an Office Holder of the Company, including such an Action in your capacty as an Office Holder in any other company controlled, directly or indirectly by the Company ("Subsidiary") or a company not controlled by the your appointment as a director or observer results dreetly from the Company's holdings in such company ("Affiliate"), as follows:
  • (a)
  • (b) Reasonable litigation expenses, incurred by you or imposed upon you by a court, in proceeding instituted against you by the Company or on is behalf or by another person, or in any criminal procedings in in any criminal proceedings of a cime which does not require proof of criminal intent in which you are convicted; and
• (c) = Reasonable litigation expenses, incurred by you as a result of an investigation or poceeding instituted against you by a compent authority, which concluded without the filing of an indicat the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indicted against you but with the in financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal intent or in connection (the phrases "proceeding concluded without the filing of an indicment" and "financial liability in lieu of criminal proceeding" shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); and
• (d) = expenses, including resonable lines, incurred by you in relation to a proceeding instituted against you. (1) pursuant to the provisions of Chapter H's ("Inposition of Financial Seurites Authority") of the Israeli Securities Law, 5728-1968 (the "Seurities Law"), or (2) pusuant to the provisions of Chapter H4 ("Impositor of Administative Enforcenent Committee") of the Scurities Law, or (3) pursuant to the provisions of Chapter I' ("Arrangement for the Avoidance of taking of Proceedings, subject to Conditions") of the Securities Law, and
• (e)
• 2.2 If and to the extent prohibited by lav, the Company will not indemnify you for any amount you may be obligated to pay with respect to:
  • (a) a breach of your duty of loyalty, except where acted in good faith and with reasonable grounds to assume that your Actions would not adversely affect the Company:
  • (b) a breach of the duty of care committed willfully or recklessly, unless committed through mere negligence;
  • (c)
  • (d) any fine, civil fine, financial sanction or monetary settlement in lieu of a criminal proceeding imposed upon you; or
  • (e)
• 2.3 > The Company will make available all accordance with section 2.1 dove when such anounts become payable by you ("Time of Indebtedness"), and with respect to items refered to in sections 2.1 (c) and 2.1 (d) above to repay advances given to over legal expenses in criminal proceedings if you are found guily of a crime that requires proof of ciminal intent. You further agree to repay advances if it is determined that you are not indemnification. As part of the aforenced undertaking, the Company will provide security or a guarantee with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on your assets.

2.4 You will be intennified hereunder whether or not at the of Indebtedness you are an Office Holder of the Company, a Subsidiary or an Affiliate; provided that the obligations are in respect of Actions taken while you were such an Office Holder within the scope of your responsibilites.

3. The Amount of Indemnification

• 3.1 The total aggregate indemification anount that the obligated to pay to all of its Office Holders, for all naters and circumstances described herein, shall not exceed an anount equal to twenty five percent (2.5%) of the ime of the indemnification. (hereinater: the "Maximum Indemnification Amount"),
• 3.2 To renove any doubt, it is heely clarification Annun is the maximum anount of indemnification for all of the Office Holders of the Communi together, whether with respect to the same or a number will be allocated amongst then in acordance with the chronological order in which the suits and/or claims, with respect to which indemnification is to be granted, were filed, up to said Maximum Indemnification Amount.
• 3.3 > The indemnification annunts not those amounts not covered by the Company's directors and officers insurance policy, and you will not be entitled to payment for damages with respect to which you have aready received payment from an insurer and or from the Company and or from the Company andor f any other party.
• 3.4 Subject to the intennification will be provided in each individual case for all anounts incurred by you with research o which the indemnification applies.

4. Categories of Events to which the Indemnification Applies

The indemnification shall apply to such liabilities as aforesaid, resulting from any Actions in connection with any of the following events:

• 4.1 an offer and or issuance of securities of the public and or to certain persons, under a prospective on a private placement, including the planed offering and the prospectus to be published in Nasdaq, and the content of documents for the performance thereof;
• 4.2 United States, and or in any other exchange without the grant of information, data, representations, opinions, reports or notices to any third party pursuant to any law or regulation to which the Company is subject as a result of the aforementioned;
• 4.3
• 4.4
• 4.5 resolutions and/or Actions regarding patents or other intellectual property, and/or requests for infringement thereupor;
• 4.6 resolutions and/or Actions regarding the aquisition of asses, including the acquisition of companis and/or businesses andor the investment of funds in tradeable securities and/or in any other form;
• 4.7 resolutions and/or Actions concerning labor relations;
• 4.8 resolutions and or Actions regarding agreements of the Company with others, including for example: customers, etc ;
• 4.9
• 4.10 a monetary liability to a third party due to the distribution of a dividend;
• 4.11 resolutions and or Actions concerning the provinion with respect to a tender offer, or any other Action concerning and/or related to a tender offer,
• 4.12 resolutions and/or Actions concerning a merger; and
• 4.13 resolutions and/or Actions concerning the approval of transactions with Office Holders and/or controlling shareholders;
• 4.14 Actions taken pusunat to, or in accordance of the Company, Subsidizies andor Affiliates, whether or not such policies and procedures are published;
• 4.15 Representations and warranties made in good faith in connection with the business of the Company, Subsidiaires and Affiliates;
• 4.16 Payments to injured parties pursuant to section 52ND(a)(1)(a) of the Securities Law.

Exemption

1. The Company hereby exempts you, to the filled by law, from any lability for damages caused as a result of a breach of your day of care to the Company, provided that no event shall you be exempt with respect to (i) any Action 2.2 above; or (ii) a breach of your duty of care to the Company, in comection with any resolution relaing to an action or transaction in which you or any officer or controlling shareholder of the Company has a personal interest.

Miscellaneous

• In any event in which you are entitled to indemnification shall be subject to the following conditions: 6.
  • 6.1 You shall notify the Company of any legal proceedings you and of all possible or threatened legal proceedings against your without delay following your first becoming aware thereof, and you shall delive to the person as it shall advise you. all documents and information with such proceedings.

A-4

Furthermore, you must keep the Company informed at all times with raise concerns that they will cause legal proceedings to be initiated against you.

The Company shall be entitled to undertake in respect of such legal procedings and/or to hand over the conduct thereof to any atorney which the 6.2 Company may choose for that purpose, except to an apon reasonable grounds, acceptable to you, in which case another atterney will be selected by the Company.

Notwithstanding the foregoing, in the case of a reasonably interests between you and the Company, Affiliates (refered o a a "Conflict Situation"), you will be entitled to appoint an attorney of you in such proceedings. Your attorney shall be fully updated on the defense proceedings, and the Company shall cooperate with your attern in the limitations stated above, the Company shall indemnify you for all reasonable expenses you incur in comection with engaging such attorney.

Additionally, if you are no longer affiliated with the Subsidiaries at the Time of Indebtedness, and there is no reasonably likely conflict of interest between you and the Company, then you and the Company shall discuss and agree to the manner of your representation in such matter.

Except in the event of a Conflict Situation and as other of the Company, the Company and/or the selected attorney shall be entitled to act exclusively and to conclude such proceedings in their discretion.

At the request of the Company, you will executed to enable the Company and or said attomey to conduct your defense and to represent you in all matters connected therewith, as aforesaid.

For a voidance of doubt, in case of criminal proceeded atomey will not have the right to plead guilty on your behalf or to agree to a plea bargain on your behalf, without your consent. Furthermore, in a civit or a court or as part of a compromise arrangencent) neither the Company nor said attorey shall be entitled to admit on your behalf, the existance of any of internatived to indemnification under this Indemnification Letter and or whour your consent. However, nothing in the afrecad to prevent the Company, and or said attorney with the approval of the Company, from reaching a monetary settlement with a plaintiff in a civil proceding without your can arrangement does not include an admission of an event for which you are not entitled to indemnification under this Indemnification Letter and/or under law.

• 6.3 You will filly cooperate with the Company and or will in recy reasonable way as shall be required by either of their onluct of said legal proceedings, provided hower all expenses incidental thereo, so that you will not be required to pay for or finance such expenses by yourself.
• 6.4 The Company will have no lability or obligation to in any expenses or damages pursuant to any compromise or settlement ageement reacled in any suit, demand or other proceeding, unless the Company has given advance written approval for sectlement.
• 6.5 You shall neither admit to nor accon with respect o which you are entitled to indemnification under this Internatification Letter, without the prior witten consent of the Company
• 1. In the event that any action, resolution of times poceders shall be required in order to give fore and or effect to any of the above undertakings, the Company shall undertake to cause same to be taken, adopticable, so that all its above undertakings shall have full force and effect.
• Your rights under this Letter of Intennification may wy. Nowithstanding the bove, the indemnification under this Leter shall inure also to the 8. benefit of your estate.
• 1. Regaring internation for libilities under the American Securities of the Company registered for rade on Nadag (except in relation to expenses incurred by you or inposed upon you in a proceed againted), the Company shall indemnify you subject o is obligation to the relevant court in the United States, as detailed in the Nasdag, in order for that court to rule whether the provisions of this Letter of Indemnitization conform to the American Securities Law of 1993 and your rights under this Letter of Indemnification shall be subject to the said court's final decision.
• 1. For the avoidance of loubt, it is herely clarified in this Leter of Intennification or in the above resolutions deregates from the Company's right to indemify you post factum for any amounts which you may be obligated to pay as set forth in section 2.1 above.
• 1. I all or part of any unletsing contained be a cour of competent jurisition, such invalidity or unemforceability will not affect any of the other underskings which will remain in fill fore and effect. Fuch invalid or unertaling may be modified or any be modified or anytorceable as a nater of aw, such undertakings will be deemed to have competent our or anitation are hereby authorized to noolify or anyend such undertaine, or as to be valid and enforceable to the maximum extent permitted by law.
• 1. Subject of section 9 above, this Letter of Include of the State of Issael. The State of Issael of Inc State of Issee of Isseel shall have exclusive jurisdicion, and no forum outside of Issael shall have any jurities in connection with this Letter of Indemnification, including is validity, construction, exterior cancellation.
• 1. This Letter of Indemnification ances any preceding letter of indemnification that may have been issued to you. This letter is been issued to the resolutions adopted by the Company and by the Board of Directors of the Comment on Occiber 2,2014, and annoved by the Company's sharebolders on November 12, 2014.

Sincerely,

Camtek Ltd.

A-6

Executives & Directors Compensation Policy

I. Overview

1. Definitions

Company	CAMTEK LTD.
Law	The Israeli Companies Law, 5759-1999, and any regulations promulgated under it, as amended from time to time.
Compensation Committee	A committee satisfying the requirements of section 118A of the Law.
Office Holder	Director, CEO, Executive-Vice-President, any person filling any of these positions in a company even if he holds a different title, and any other excutive subordinate to the CEO, all as defined in section 1 of the Law.
Executive	Office Holder, exculding a director.
Terms of Office and Employment	Terms of office or employment of an Executive or a Director, including the grant of an exemption, an undertaking to indemnification or insurance, Separation Package, and any other benefit, payment or undertaking to provide such payment, granted in light of such office or employment, all as defined in the Law.
Total Cash Compensation	The total annual cash compensation of an Executive, which shall include the total amount of: (i) the annual base salary; and (ii) the On Target Cash Plan.
Equity Value	The value of the total annual Equity Based Components, valued using the same methodology utilized in the Company's financial statements. [In the equity grant shall not be on a yearly basis, the term Equity Value shall reflect the portion of the grant in each year (i.e the total equity grant value, divided by the number of years for between grants).
Total Compesation	The Total Cash Compensation and Equity Value.

2. Policy Global Guidelines

2.1. Our Company provides autonated for enhancing production processes and yield in senieonductor fabrication and printed circuit board and IC substrates industries. Our Company's innovations have made it a technological leader in dozens of countries around the world.

2.2. Our vision and business strategy is directed towards growth, profitability, imovation, success in future goals, all with a long term perspective.

2.3. The Company's success in fulfilling its long tem vision on the excellence of is human resources through all levels. Thus, we believe that the company's ability to achieve its goals requires us to retain high quality and experienced leadership team and directors.

2.4 Therefore, we believe in creating a compensation policy for our Office Holders (the "Policy"), which shall enable us to attract and reain highly qualified Executives. Moreover, the Polices to achieve ongoing targeted results in addition to a high level business performance in the long term, all, without encouraging excessive risk taking.

The Policy is intended to align between the intentivizing Office Holders to reach personal targets and the need to assure that the overall compensation meets our Company's long term strategic performance and financial objectives.

• 2.5. The policy provides our Comnitee and our Board of Directors with adequate measures and flexibility, to tallar each of our Executive's compensation package based, among others, on geography, tasks, role, seniority, and capability,
• 2.6. The Policy shall provide the Board of Directors with guidelines as to exercising its discretion under the Company's equity plans.
• 2.7. The Policy is guided by the applicable principles set forth in the Law.

3. Principles of the Policy

• 3.1. The Policy shall guide the Company's management. Committee and Board of Directors with regard to the Office Holders' compensation
• 3.2. The Policy shall be reviewed from time by the Compession Committee and the Board its compliance with applicable laws and regulations as well as market practices, and its confornity with the strees and strategy. As part of Directors will analyze the approprateness of the Policy in advancing achievement of its goals, considering the implementation of the Company during previous years.
• 3.3. Any proposed amendment to the Policy to the approval of the Shareholders of the Company and the Policy as a whole shall be re-approved by the Shareholders of the Company at least every three years, or as otherwise required by Law.
• 3.4. The approval procedures of Terms of Office and Employment as well as such documented in detail and such documentation shall be kept in the Company's offices for at least seven years following approval.
• 3.5. The compensation of each Office Holder shall be taxed and subject to mandatory or customary deductions and with the applicable load laws.
• 3.6 The Company's CEO shall be entitled to approve non-mail of the aggregate value of the Total Cash Compensation for such calcular year in the Terms of Office and Employment of Executives subordinate to the approval of the Compensation Committee.

II. Executive Compensation

• 1. When examining and approving the Executives Tems of Office and Employment, the Compensation Committee and Board nevew the following factors, and stall include them in their considerations and reasoning.
  2. 1.1. Executive's education, skills, expertise, professional experience and specific achievements.
  3. 1.2. Executive's role and scope of responsibilities and in accordance with the location in which such Executive is placed.
  4. 1.3. Executive's previous compensation.
  5. 1.4. The Company's performance and general market conditions.
  6. 1.5. The ratio between Executive is components of the Executive's Terms of Office and Employment, and the components thereof) of the Company's employees, in particular with ratios, and the effect of such ratio on work relations inside the Company as defined by the Law.
  7. 1.6 Comparative information, as applicable, as to forner Executives in the positions with similar sopes of responsibilities inside the Company, and as to Executives in per companies globall include not less than 10 companies similar in parameters sich as, anong others, revenue, market an, field of operation, annuer of employees, country of operation etc. The comparative information, as applicable, shall address the base salary, target cash incentives and equity and will rely, as much as possible, on reputable industry surveys.
• 1. The compensation of each Executive shall be composed of, some or all, of the following components:
  2. i. Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs.
  3. ii. Variable components, which may include: cash incentives and equity based compensation.
  4. Separation package; iii.
  5. iv. Directors & Officers (D&O) Insurance, indemnification; and
  6. v. Other components, which may include: change in control, relocation benefits, leave of absence, etc.

• Our philosophy is that our Executives' comprise of, some or all, of the following components. annual base salary, performance-based cash incentives and long-term equity based compensation, all in accordibilities of each Executive, and taking into acount the purposes of each compont, as presented in the following table:

Compensation Component Purpose		Compensation Objective Achieved
Annual base salary	Provide annual cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience inside and outside the Company and comparative information.	· Individual role, scope and capability based compensation · Market competitiveness in attracting Executives.
Performance-based cash incentive compensation	Motivate and incentivize individual towards reaching Company, business unit and individual's periodical and long - - · Reward periodical accomplishments term goals and targets.	· Align Executive' objectives with Company, business unit and individual's objectives · Market competitiveness in attracting Executives.
Long-term equity-based Compensation	Align the interests of the individual with the Shareholders of the Company, by creating a correlation between the Company's success and the value of the individual holdings	· Company performance based compensation · Reward long-term objectives · Align individual's objectives with shareholders' objectives

1. The compensation package shall be reviewed with each Executive as may be required from time, but at least once every three years.

Fixed compensation

5. Base Salary:

• 5.1. The base salary is intended to provide annual cased on the level of responsibility, individual qualities, pst performance inside the Company, and past experience inside and outside the Company.
• 5.2. The Company shall determine the Company's compans set forth above, such that the base salary of each Executives hall be determined, anong others, based on a comparison to such benchmark.
• 5.3. Our Compensation Committee and Board of Directors may the target pecentle, and or range of precentles, that our Executives base salary shall meet, with respect to the peer group companies as aforesaid.
• 5.4. The annual base salary for each Executive by our Compensation Committee and Board of Directors, but in no evert shall exceed (i) with respect to the CEO- USD 350,000; and (ii) with respect to other Executives- USD 220,000.
• 5.5. The value of the annual base salary in the compensations shall be designed, not to be more than 70% of such Executive's Total Compresation.

6. Benefits

• 6.1. Benefits granted to Executives shall include any mandatory benefit under applicable law, as well as:

  • 6.1.1. Pension plan/ Executive insurance as customary in each territory.

• 6.1.2. Benefits which may be offered as part of the generits package (such as, in Israel: Private medical insurance, transportation (including Company's leased car or transportation allowance) - fully covered by the company including any ax gross up) communication & media, Israeli education fund, etc.) in accordance with the local practice of the Company.

• 6.1.3.
• 6.1.4. days annualy), subject to the minimum vacation days requirements per country of employmentas well as the local national holidays.
• 6.1.5. relocation).

Variable Components 7.

• 7.1. When determining the variable components as partibution of the Executive to the Executive to the achievement of the Company and business unit's gods, revenues profitability and other ("KPs") shall be considered, taking into account the Company and the business units long term perspective and the Executive's position.
• 7.2. Yariable compusation components shall be components which shall be mostly based on measurable criteria and on equity components, all taking into consideration a long term perspective.
• 7.3. The Board of Directors shall have the discretion to reduce or cancel any cash incentive.

8. Cash Incentives

8.1. Variable Cash Incentive Plan

• 8 1 1 -The cash incentive plan is an incentive cash payments to the Company and business uni's performance and on their individual performanceand contribution of the Executive to the Company.
• 8.1.2. Executive, targets which form such Executive's on target Cash payment, (which shall be refered to as the "On Target Cash Plan"), and the rules or fomula for calculation of the Cash Plan payment once actual achievements are known.
• The Compensation committee and Board of Directors may include in the Cash Plan predecemined thresholds, caps, multipliers, accelerators to 8.1.3. corelate an Executive's Cash Plan payments with actual achievements.

¹ In this case such payment shall be added to the Executive's base salary and shall affect the cap specified in section 6 above accordingly.

$$\mathbf{s}$$

• 8.1.4. I The On Tagget Cash Plan of each Executive shall be calculated based on such Executive's base salary, and shall not exceed (i) with respect o the CEO- (1) with respec base salaries; and (ii) with respect to other Executives- 46 monthly base salaries.
• 8.1.5. The annual Clash Plan payment for a given year shall be capped as determined by our Board of Directors, but in no event shall exceet (i) with respect to the CEO- 913.5 monthly base salaries; and (ii) with respect to other Executives- 60 monthly base salaries.
• 8.1.6 Board in a given year) - no annual Cash Plan payment shall be paid to Executives.
• 8.1.7. At least 50% of the targets stall be measurable with respect to Company, business unit and individual level and may include, among others, one or more of the following, with respect to the Executive:
  • Company's/ business unit's Revenues
  • Company's/ business unit's Operating Income .
  • · Pre-tax profits above previous fiscal year
  • Company's/ business unit's Bookings .
  • Collection .
  • Customer satisfaction
  • KPIs
  • EPS .

All financial targets mentioned above may use either GAAP or NON-GAAP measurements.

A portion of up to 50% of the targets may be based on non-measurable criteria, provided however that with respect to the CEO such portion shall not exceed 3 monthly base salaries of the CEO. Such non-measurable criters, by assessing the Executive's performance during the year, the year, the contribution of the Executive to the achievement of the Executive by the CEO/Board of Directors, as relevant.

8.1.8. I The targets, as well as their weight and in accordance with the Executive's position, the Executive's individual roles, and the Company and business unit's long term and short tem targes. The measurable targets shall include at least two financial targets one of which shall be the Company's NON GAAP Net Profit, together weighing at least: (i) 50% of the On Target Cash Plan on headquarters Executives (such as CFO, VP Operations , VP HR ec.) and (i) 40% of the On Target Cash Plan of other Executives (such as, business unit VP etc).

With respect to an Executive managing a business unt - at least 30% of the On Target Cash Plan shall be measurable target based on such Executive's uni and personal targets

8.1.9. I The Board of Directors shall be authorized, uner circumstances it deems exceptional, when the Company's targets are amended during a particular year, to deternine whether, and in which manners shall apply to the On Target Cash Plan Adjustment to the Company and/or business unit objective targets may be made, when applicable, following major acquisitional changes or material change in the business environment.

8.2. Change In Control Cash Payment

Our Compensation Committee and Board of Directors shall be authorized to grant of a change in control a cash payment of up to 6 monthly base salaries of such Executive.

9. Equity Based Compensation

• 9.1. The Company shall grant is Executives, from time, equity based compensation, which may including without limitation, any type of shares, options, restricted share appreciation rights, restricted shares or other shares based awards ("Equity Based Components"), under any existing of tuture equity plan (as may be adopted by the Company), and subject to any applicable law.
• 9.2. The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
• 9.3. When determining grants of Equity Based Compussion Comnittee and the Board of Directors shall take into account the interests of the Company's investors and the effect of such grants on the dilution of its shareholders.
• 9.4. Our equity based components shall be in accems of our existing or fiture equity plan and shall vest in installments, throughout a period which shall not be shorter than 3 year cliff taking into account adequate incentives in a long term perspective.
• 9.5. In the event of a change in control, unvested options may be accelerated as determined by the Board of Directors and the governing equity plan.
• 9.6 The total yearly Equity Value at the time of grant with respect to any Executive shall not exceed 100% of such Executive's annual base salary
• 9.7. The Company stall balance the nixture of Equity Based Comportance of notivating its Executives as well as its shareholders' interest in limiting dilution.

10. Separation Package

• 10.1. The following criteria shall be taken into consideration Package: the duration of employment of the Executive, the terms of employment, the Company's performance during such tem, the Executive to achieving the Company's goals and revenues and the retirement's crounstances.
• 10.2. As a guideline, the notice period for the Executive shall not exceed three months (or payment in lieu of such notice). In special circumstances, our Compensation Committee and Board of Directors shall be authorized to increase the notice period (or the such notice) by up to additional 3 months.
• 11.3. Other than payments required under any local practices, vesting of outstanding options, transfer of pension funds, manager's insurance policies, etc. - the naximum Separation Package of exced the value of a oneime Total Cash Compensation of such Executive's. Sparation Package shall include any payment and/or benefit paid to an Executive's separation, all as defined in section 1 of the Law.

11. Others

• 11.1. -Rebeation- additional compensation pursuant to local practices and law may be granted to an Executive under relocation creams that include reimbursement for out of pocket one time oneoning expenses, such as housing allowance, car or transportation allowance, home leave visit. participation in children tution fee etc., all as reasonal ountry and in accordance with the Company's relocation practics, approved by the Compensation Committee and Board of Directors.
• 11.2. Our Compensation Committee and our Board of Director may approve, from time to time, with respect to any Executive, if they deem to be required under special circumstances or in exceptional contribution to the Company, including in cases of retention of an Executive, the grant of a onetime cash incentive, of up to 50% the Executive's annual base salary.

12. Clawback Policy

• 12.1. In the event of a restatement of the Company's financement from our Office Holders of, and the Office Holders of and the required to required to required to required to repay to us any payment made due to erroneous restated data, with regards to each Office and Employment that would not otherwise have been paid. The reimbursement shall be linited to such payments made during the date of restatement. The above shall not apply in case of restarents that relect the adoption of new accounting stardane require restatement (e.g., discontinued operations), reclassifications of prior year financial information to conform to the current year presentation, or discretionary accounting changes.
• 12.2. Our Compensation Committee and Board of Directors shall not be authorized to seek recovery to the extent that (i) to do so would be unreasonable or impracticable or (ii there is low likelihood of success under governing law versus the cost and effort involved.

III. Director Remuneration:

Our non-sxecutive directors nay be entitled to remansation which includes annual fee and meeting participation fee, as well as equity based compensation, as an incentive for their contribution and efforts as directors of the Company.

In setting the compensation of our non-executive Comnittee shall consider, among others, parameters it deems necessary in order to attract and retain highly skilled and experienced Directors.

1. Cash Compensation:

• 1.1. The Company's non-controlling) directors shall be entitled to receive an equal cash fee per year and per meeting in acordance with the anounts set forth in the Law.
• 1.2. The Company's non-executive Chairman of the Board of Directors shall be entitled to receive (i) an annual base salary which shall in no event exceed US\$250,000.
• 1.3. The On Target Cash Plan of the Company's none of the Board of Directors stall not to exceed wo thirds of the Company's non-secutive Chairman's anual base salary. The annual Cash incentive actually paid to the Board of Directors in a given year shall not exceed 80% the nonexecutive's Chairman's annual base salary.
• 1.4. Company's non-exective directors shall be reinburged in connection with attending meetings of the Board of any Committees of the Board of Directors, all in accordance with the Law.

2. Equity Based Compensation

• 2.1. Each of the Company's non-exceutive (non-controlled to receive quity based compusstion per year, which shall be approved by the sharbolers of the Company, in accordance with applicable law which value shall not exceed USD 30,000.
• 2.2. The Company's non-executive Chairman of the Board of Dreceive equity based compensation which total annual Equity Value at the time of grant, shall not exceed, 40% of his of his annual base salary.
• 2.3. The equity based compensation of the Company's non-executive directors shall vest in quarterly installments.
• 2.4 Equity based compensation granted to our non-executive directors shall be granted under the existing or future equity plan of the Company.

3. Outside Directors' Compensation:

3.1. The compensation of our outside drectors shall be fixed and maximun annual and participation fees specific in the Law f of the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of outside Directors) -2000).

IV. Indemnification, Insurance and Exemption

• 1. The Office Holders shall be entitled to the same direct in and exemption of up to the maximum amount permitted by law, dreative indoified insurance as shall be approved at the Compitee, the Bard of Directors and our shareholders, all in accordance with any applicable law and the Company's articles of association.
• 1. We shall be authorize to provide our drectors and officer with a liability insurance policy which aggregare overage for claimsrelated costs, and the premium shall be up to US\$70210,000.
• 1. Our Compensation Committee shall be authorized to increase the coverage purchased for such policies, by up to 20% in any year, as compared to the previous year, or cumulatively for a number of years, without an additional shareholders' approval, if and to the Law.

V. General

• 1. The Compensation Committee and our Boathorized to approve a deviation of up to 10% from any limits, caps or standards detailed in this Policy, and such deviation shall be deemed to be in alignment with this Policy.
• 1. This Policy is set as guidance for the Company's relevant organs, with respect to natures involving the Office Holders, and is not intended to, and shall not confer upon any of the Office Holders, any rights with respect to the Company.

Exhibit C

THE COMPANIES LAW, 5759-1999

ARTICLES OF CAMTEK LTD.

1.

1.1

including	including without limitation
The Companies Law	the Companies Law, 5759-1999, as shall be in effect from time to time, and the Regulations.
The Office	the registered office of the Company.
Majority	(1) with respect to voting at meetings of the Shareholders - a simple mayority determined in accordance with the voting rights attached to the Shares; provided, however, that abstaining votes are not counted;
	(2) with respect to voing at meetings of the Board of Directors or any committee thereof - a simple majority determined in accordance with the number of voting Directors; provided, however, that abstaining votes are not counted.
Officer	an Office Holder ("Noseh Misra"), as defined in the Companies Law.
Presence of a Shareholder [at a General Meeting]	the presence of a Shareholder in person or by proxy.
Proxy Card	as the term is used in the Companies Law ("Ktav Hatzba'ah") or any other applicable law.
The Regulations	Regulations promulgated under the Companies Law, as shall be in effect from time to time.
Share Certificate	("Te'udat Menaya") as the term is used in the Companies Law.

• 1.2 Capitalized terms contained in these Articles assigned to them herein; capitalized terms not defined herein shall have the meaning assigned thereo in the Companies Law, as shall be in effect from time to time.
• 1.3
• 1.4 The captions contained in these Articles are only and shall not be deemed a part hereof or affect the interpretation of any provision hereof.

2.

In Hebrew: המטק בע"מ

In English: Camtek Ltd.

3. THE OBJECTIVES OF THE COMPANY AND ITS PURPOSE

• 3.1 The Company may conduct any legal business.
• 3.2 Company may contribute a reasonable anount for a worthy cause, even if such contribution is not within the framework of the Company's business considerations.

THE AUTHORIZED SHARE CAPITAL OF THE COMPANY 4.

• 4.1 The authorized share capital of the 1,000,000 Ordinary Shares of NS 0.0 l each. All Ordinary Shares issued by the Company stall be issued in registered form.
• 4.2 The rights attacted to the Ordinary Shares will be all the Company, and Ordinary Shares shall entitle the holders' meetings and o participate, parr passu and in accordance with the of the Ordinary Shares held by such Shareholder, in distributions of funds and supples assets n the liquidation of the Company.
• 4.3 The Company may, by resultion adopted by a Majority of the General Meeting, increase the authorized share capital of the Company, and may cancel authorized share capital that has not been is no undertaking of the Company, including a contingent undertaking, to issue such shares.
• 4.4 Subject to the provisions of the Company by a resolution adopted by a Majority of the Sharcholders voing at the Ceneral Meeting, amend the rights attached to all or any of its authorized share capital, whether we classes of shares, and or attach different rights to each class of stares, including special or preferential rights and/or different rights from those attached to the existing shares, including redeemable shares, et cetera.
• 4.5 The Company, by resolution adopted by a Marcholders voing at a Central Meeting, consolitate, divide and or redistibute the share capital of the Company o shares without any par value and/or to shares with a higher or lower par value and/or to different classes of shares.

5. LIABILITY OF THE SHAREHOLDERS

• 5.1 The liability of a Shareholder for the Company will be linired to the amount of the consideration (ucluding the premium) for which his shares were issued to him, but not less than the par value of such in the event that said shares have been issued to him lawfully for a consideration which is below the par value, in which event his libility will be limited to the amount of the consideration for which said shares were issued to him.
• 5.2

AMENDING THE ARTICLES 6.

• 6.1 The Company may annend these Articles by resolution of the Shareholders voting at a Special Meeting, except as otherwise provided in the Companise Law.
• 6.2 Any amendnent to these will become effective on the resolution adopting web companies Law or said resolution povides that such mendment will come into force at a later time.
• 6.3 The Commy nay not amend a provision contained in these Articles requiring a special mainty to annent on there of except by a resolution of the General Meeting adopted by that majority.

7. TRANSACTIONS WITH AN OFFICER OR A CONTROLLING PERSON

Subject to the provisions of the Company may enter into a transaction vith an Officer and or a Controlling Person, or with and he resear with research with the Officer and/or the Controlling Person has a Personal Interest, provided that such transaction does not adversely affect the interests of the Company.

8. EXEMPTION. INSURANCE AND INDEMNIFICATION

8.1

The Company may grant an Officer, in advance, an exempline from a breach of his data a reach of his date of as dates of the Company, subject to and in accordance with the provisions of the Company shall not exempt any Officer from liability arising from liability arising from any of the following:

• (a) a beach of the duty of loyaly, except, to the Companies Law, for a breach of a duty of loyalty to the Company while ading in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company;
• (b) a breach of the duty of care made intentionally or recklessly ("pzizuth"), unless committed through mere negligence;
• (c)
• (d) a fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings ("Kofer") imposed on such Officer.

8.2 Insurance

• (1) The Company may, subject to and in accordans of the Companies Law, enter into an insurance policy to insure all or part of the liability of any Officer imposed upon him by virtue of an Action taken by him in his capacity as an Officer, with respect to any of the following:
  • Breach of duty of care to the Company, or to another person; (i)
  • Breach of duty of loyalty to the Company, provided the Officer acted in good faith and had reasonable grounds to assume that such activersely affect the (ii) interests of the Company.
  • (iii) A financial obligation imposed upon the Officer in favor of another person.
• (2) Without dergating from the aforenentions of the Companis Law and the Securities Law, 5728-1966 (the "Securities Law"), the Company may also enter into a contract to insure an Officer, in respect of each of the following:
  • Expenses, including reasonable litigation expenses and legal fees, incurred by an Officer in relation to a proceeding instituted against such Officer. (1) pursuant to the (i) provisions of Chapter H'3 ("Impositions by the Issael Securities Authority") of the Securities Law, or (2) pursuant to the provisions of Chapter H ("Imposition of Administrative Enforcement Measure Enforcement Committee") of the Securities Lav. or (3) pursuant of the provisions of Chapter I'l ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law; and
  • (ii) Payment to an injured party, pursuant to section 52ND(a)(1)(a) of the Securities Law.

8.3 Indemnification

• (a) Subject of the Companies Lav and the Securities Law, the Company may internatify an Officer with respect to labilities or experied below, inposed on or incurred by him as a result of an Action taken in his capacity as an Officer, as follows:

  • A financial liablity imposed upon him in favor of a court judgment, including a judgment given by way of compromise, or an arbitration avard (1) approved by court;
  • (2) Reasonable lifegation expenses, including attorned by the Officer or imposed upon him by a court, in a claim filed against him by the Company or on the Company's behalf, or by another person, or in connal charge from which he was aquited, or a criminal charge in which he was convicted of an offense that does not require proof of criminal intent (mens rea);

• (3) Reasonable lingation expenses, incurred by him as a result of an investigation or proceeding instituted against him by a compent authority which concluded without the filing of an indicat the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indiciment against him of a financial liability in lieu of criminal proceedings concerning a criminal offerse that does not require proof of criminal intent or in connection (the phrases "proceeding concluded without the filing of an indictiment" and "financial liability in lieu of criminal proceeding" shall have the meaning ascribed to such phrases in section 260(a)( la) of the Companies Law);

• (4) = Expenses, including reasonable litigation expenses and legal fees, incurred by an Officer in relation to a proceed instituted against such Officer: (1) pursuant to the provisions of Chapter H'3 ("Imposition of Financial Securities Authority") of the Securites Law, or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Adminited") of the Securities Lav, or (3) pursuant to the provisions of Chapter I'l (" Arangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law; and
• Payment to an injured party, pursuant to section 52ND(a)(1)(a) of the Securities Law. (5)
• (b) > The total aggregate indemnification annount that the colligated to pay to all of iss Officers, shall not exceed an amount equal to twenty five percent (13%) of the shareholders' equity at the time of the indemnification.
• (c) The Company undertake to intentify an Officer as aforesaily, provided that in respect of Article 8.3(a(1), the underaling is Imited to events which in the opinion of the Board of Direcors are foreseable in light of the undertaking to indermify is given, and o an amount or citeria set by the Board of Directors as reasonable under the circumstances and anount or criteria are set forth in the undertaking to indemaily, and (i) retroactively.

The provisions of Articles 8.1, 8.2 and 8.3 above are not in the interpreted, to restrict the Company in any manner in respect of the procurentent of insurance andror in respect of incentification (i) in concection without inition, without limitation, any employee, agent, onsultant or contractor of the Company who is not an Officer, and or (i) in comection with any Officer to the such insurance and or indemification is not specifically problivited under law; provided that the procurenent of a such insurance and/or the provision of any such indemnification shall be approved by the Audit Company.

SECURITIES OF THE COMPANY 9.

9.1 General

The Company may have shares of different classes, redeentures, Secured Debentures, Series of Debentures or other Securities.

Redeemable Securities 9.2

• (a) The Company may create and/or issue redeemable Securities.
• (b) > The Company may attach to receinstics of shares, including voting ights to participate in profits of the Company andor the right to receive dividends or bonus shares and/or other rights, or additional rights attached to the shares of the Company.
• (c) = The Company redecn redeemable Securities in an amount, at the form, and from the sources specified by resolution of the Company.
• (d) = Relemable Securities will not be deemed part of the Company to releem such Redeemable Securities has bearlined to the winding-up of the Company after having satisfied all of the Company to its creditors. In the right of redemption has been limited as arocaid, the provisions of sub-Article (c) above will not apply may redeem such Redeemable Securities in the same fashion as it may acquire shares of the Company.

10. ISSUANCE OF SECURITIES

• 10.1 The issuance of shares and other Securities shall be in the Board of Directors, subject to the provisions of the Companies Law.
• 112 The Board of Dicetors my issue shares up to the limit of the autorized share capital of the Company, assuming the conversion of all convertible Securities a the time of their issuance.
• 10.3 The Board of Directors may issue shares for cash or for other consideration, against immediate or subsequent payment.
• 104 The Board of Directors nay issue Debentures or Series of Delectures, within the scope of its authority to borrow on betalf of the Company. The Conney of precide the authority of the General Manager or any other parpose of the Bard of Directors to borrow on behalf of the Company and o issue Decatures, promissory notes, or bills of exchange within the limits of his authority.
• 10.5 The Board of Directors will not issue a share to be paid in full in cash, unless the consideration for the shares has been deatied in a written document.

• 10.6 The Board of Directors may issue shares at a price below their par value, subject to the Companies Law.

• 10.7 The Company nay, by resolution of the Board of Drectors, pay a commission and or consent o subscribe and or to underwrite shares of Securities of the Company, whether conditional or not. Such commission may be paid in cash and/or other Securities, or any combination thereof.

• 10.8 The Board of Directors will arrange for the issuance of shares in the Shares in the Shareholders Register immediately upon their issuance.

11. SHARE CERTIFICATE

• 11.1 A Shareholder registered in the Shareholders Register may with respect to the filly paid-ap shares registered in his name in the Sharebolders Register, one (1) Share Certificate confirming such Shares registered in his name, or, if approved by the Board of Directors, several Share Certificates each for one or nove of such shares.
• 11.2
• 11.3 A Share Certificate in the name of two or more persons will be delivered to the person whose name appears first in the Shareholders Register.
• 11.4 In the event that a Share Certificate is lose, defect or spoiled, a new one the Shareholder requesting the replacement has fulfilled the conditions with respect to proof of the aforesaid, indemnification, etc., as determined by the Board of Directors.
• 11.5 The Bard of Directors will deemine the fee to be paid to the Company for issuing more than one Share Certificate to each Share Certificate.
• 11.6 The Board of Directors of the Company will specify the content and the neetlod of preparing of printing the Company's Share Certificates, except where the specified by the Regulations.

12. RESERVED

13. CALLS ON SHARES

• 13.1 The Board may, from time, at is discretion, make calls upon Shareholders in respect of any sum unpaid on their shares (tereination) which has become on which is not, by the terms of issuance of which shares of the Company the anount of every call so nade upon him at the time(s) and place(s) designated in such call. A call may contain a call for payment in installments.
• 1.2 Notice of any call stall specify the anount of the Shartologics in writing to the Shareholder(s) in question of east the of payment as fixed therein, provided that any time before of any such payment the Board may, by a notice to the Shareboded (s) of payment.
• 133 The joint holders of a share shall be jointly and calls in respect thereof. A call duly made upon one of the joint holexs shall be been duy made upon all of the joint holders.
• 13.4 If under the tems of issue of any share or otherwise to be made in whole or in part by installments, whether such payment is at premium or a nominal value, then each such installined on the clue date for payment thereof, and it a call shall be deemed made by the Company with proper notice on such shares with respect to each such in these Articles which concern the call on shares shall be applicable to such installments.
• 1.5 Any Obligation shall bear interest from the only pryment thereof at a rate equal to then prevailing ate of interest for unantorized overdate as charged by Bank Leumi Le-Israel B.M. Notwithstanding the Board of Directors may waive the interest payments in whole or in part
• 13.6 The Band of Directors may upon adoption of a resolution to such effect, allow any Shareholder to prepay any annount not yet payable in respect of his shares, and my yapp payment of interest for such prepayment at a rate as may be agreed upon between the Board and the shareholder so prepaying.
• 13.7 The provision of this Article 13 shall in no way rights or remedies the Company may have pursuant to these Articles or any applicable law.

14. CHARGE, FORFEITURE AND SURRENDER

• 14.1 The Company shall have a charge, first in rank, over all the name of a shareholder but which are not fully paid, as well as over the proceeds from their sale, for the purpose of securing an Obligation the Company, whether personally or joinly with other or not payment is de. The above mentioned charge shall apply to all the dividends declared from time to time on such shares, unless otherwise decided by the Board.
• 14.2 The Board of Directors may, upon the adoption of a resultion to shares issued with respect to which an Obligation exists and has not been paid by its due date, and following such forfeiture may sell the forfeited shares.

16. TRANSFER OF SHARES

• 16.1 Shares and other Securities of the Company may be transferred subject and pursuant to the provisions of this Article 16.
• 16.2 Subject to the provisions of this Article 16, fully paid shares may be transferred without approval of the Board of Directors.
• 16.3 A share may be transfered in whole only, and nowers, if a share(s) has joint owners may transfer his rights in the share(s)
• 164 . A transfer of stages shall require the Common of a share transfer deed signed by the transfere. If the Board of Directors dees not efine or decine or register such transfer of shares in acondance with the Articles, the Company will reaster of shares in the Shares in the Shapinale, The transferor will remain a the owner of the shares of the transferee is recorded in the Shareholders Register as the owner of the shares.
• 16.5 A share transfer deed will be in the form specified below or such similar or other form approved by the Board of Directors.

SHARE TRANSFER DEED

		We, the undersigned, of the color of the of the may of thereinafter the "Transfero"), hereby transfer to and of of (hereinafter: the "Transfere")
conditions aforesaid.		subject to the conditions maer which we he che execution hered, and we, the Transiere, do hereby agere to accept and take the said Shares subject to the
IN WITNESS WHEREOF we have affixed our signature on this
Signature of the Transferor
Witness to the signature:
Signature of the Transferee
Witness to the signature:
The Board of Directors may:
(a) refuse to transfer a share with respect to which an Obligation exists;
(b) suspend the registration of share transfers in the 10 (ten) days prior to convening a General Meeting;
(c) decline to recognize a share transfered on the shares transfered, or other proof that the Board of Directors may ceman in other to clarify the ownership of the transferor, shall be attached to the shares being transferred;
(d)

• 16.7 A 11 Share Transfer Decks will be clice. A Share Transfer Deal which is recorded in the Shareboder Register will remain with the Company, and any Share Transfer Deal which the Board of Directors refil be returned, upon denand, to whomever delivered it to the Company, together with the Share Cerificate, if delivered.
• 16.8 The person entitled to shares by an act of law is entitled to be recorded in the Shareholders Register as a Shareholder thereof.

16.6

17. THE ORGANS OF THE COMPANY AND THEIR AUTHORITY

• 17.1 The organs of the Company are:
  • (1) The General Meeting;
  • (2) The Board of Directors; and
  • (3) The General Manager, if the Company has appointed a General Manager.
• 17.2 The authorities of the different organs of the Company will be as specified in the Companies Law and in these Articles.
• 17.3 Each organ of the Company has all the ancillary rights required for implementing his or its authority.
• 17.4 An authority not assigned in the Companise Law to another organ of the Company may be execused by the Board of Directors, which shall have a resideal authority.
• 17.5 An action taken without authority or in excess of authority may be approved retroactively by the proper organ of the Company.

GENERAL MEETING 18.

18.1 The place of the General Meeting

• (a) The General Meeting will take place in Israel.
• (b) outside of Israel if the Board of Directors so resolves.

18.2 Participation in the General Meeting

• (a)
• (b) . A Sharebolder entitled to participate in a General Meeting will be one who is a Sharebolder at the date do Directors, subject to the Provisions of the Companies Law and the Regulations.
• (c) A Shareholder who is not register and who wishes to vote at a General Meting stall prove to the Company his ownership in the shares, in the method specified in the Regulations.

• (4) that with respect to each specific share, only oney be either the Shareholder or a duly appointed proxy - may be present and vote at any General Meeting.

• (e)

• (1) Meeting, the joint owner whose name appears thereafter may participate in that General Meeting, and so forth.
• (g) of the Company are traded outside of Israeondance with the applicable laws, rules or customs of the ountry and the stock market in which the Company's shares are registered or listed for trade.

To: ___________(the Company)

APPOINTMENT OF PROXY

I/we the undersigned, _________ of ___________________________________________________________________________________________________________________________________________ and in any adjourned meeting, with respect to __________________ of my aforesaid Ordinary Shares.

IN WITNESS WHEREOF, we have affixed our signature on this _____ day of _______________________________________________________________________________________________________

[Shareholder's Signature]

• (b) > The appointnent of a proxy will be valid only if the is deliveed to the Office or to another place specified by the Board of Directors 24 bours prior to the beginning of the meeting or presented to the Chairman at such meeting.
• If both a Shareholder and his proxy are present at a General Meeting with respect to the some shall be vide with respect to such shares. (i)
• A vote cast in accordance with the instrument appointing a posty shall be valid, notwithstanding the death of the grantor of the (j) proxy, unless notice in writing of the death or received at the office of the Company, or by the chairman of the meeting, prior to the vote.
• (k)
• The Chairman of the General Meetin of a person who is neither a Shareholder nor a possy of a Shareholder, unless the General Meetings shall (1) otherwise resolve. The General Meeting may resolve to person who is neither a Shareholder nor a proxy of a Shareholder.

18.3 Annual Meeting

(a) Convening an Annual Meeting

• The Company will conduct each year an Amual Meeting (to the Companies Lav, no later than 15 (fifteen) months following the previous Annual (1) Meeting).
• (2)
• (3) Company, by a Shareholder entitled to vote at the General Meeting be convened and conducted in the manner specified by the Board of Directors.

(b) Agenda

• The agenda of an Amual Meeting will include a discussion of the audited financial statements and may also include the (1) following:
• (i) the appointment of Directors;
• (ii) the appointment of an Auditor;
• (iii) any other matter specified by the Board of Directors;
• (iv)
• (2)

18.4 Special Meetings

Convening a Special Meeting: (a)

• (1) The Board of Directors will convene a Special Meeting:

  • (i) upon its resolution to such effect;
  • (ii)

• (ii) the voting rights of the Company; or (b) 5% (five percent) of the voting rights of the Company;

• If a demand is made to the Board of Directors to convenend, it will convene such Meeting within 21 (wenty-one) days from the date of the (2) demand, to a date specified in the invisible will be not earlier than 21 (twenty-one) days and not later than 35 (thirty-five) days from the date of publishing the notice of the General Meeting, or from such of the Regulations with respect to General Meetings in which it is possible to vote by way of Proxy Card.
• (3) In the event that the Board of Directors fails to convene the Special Meeting, then the Director(s) who demanding Shareholder(s) that hold at least half of the voting rights of such ene the Special Meeting; provided, however, that the meeting will not take place than 3 (three) months from the date of the demand for such meeting.

A Special Meeting as aforesaid will take place, in the same fashion as a General Meeting convened by the Board of Directors.

In the event such a meeting has been convened, the reasonable expenses necessary to convene the meeting which were incurred by the Director or the demanders, as the case may be, and the Directors responsible for not convening the meeting will reimburse those expenses to the Company

(b) Agenda

• The agenda at a Special Meeting will be set by the Special Meeting is convened upon demand as specified in sub-Article/ a) above, those (1) matters specified by the Directors or Shareholded that the Special Meeting be convened shall be included in the agenda, provided that such matters are suitable, in accordance with the Companies Law and these Articles, to be included in the agenda of a General Meeting.
• (2) Only matters included on the agenda will be discussed at a Special Meeting.

18.5 Notice of a General Meeting and the Date for its Publication

The form of notice of a General Meeting: (a)

• The notice of a General Meeting shall include: (1)
  • (i) the agenda;
  • (ii) proposed resolutions;
  • (iii) with respect to a General Meeting in which it is possible to vote by way of Proxy Card-arrangements to vote by way of Proxy Card;

(iv) if the shars of the Company are traded of listed for trace outside of Israel – any other matter that is required under the lows, rules or county and the stock market in which the Company's shares are registered or listed for trade.

The aforesaid will be as determined by the Board of Directors, with respect thereto are set forth in the Regulations and or in any applicable other law, regulations or rules.

(2)

(b) Publication of notice of a General Meeting.

• (1)
• (2) = Without derogating from the provisions of Article 18.5(b)(1) above, and subject to applicable law and regulations, the Company will publicize the convening of a General Meetings in any manner reasonably determined by the Company and be deemed to have been duly made, given and delivered to all shareholders on the date on which is first made, posted, filed or publication in respect of a General Meeting as set forth in this Article, and the date of the meeting, shall be counted as part of the days comprising any notice period with respect to such General Meeting.

18.6 Quorum

• (a) No discussion shall be held in a General Meeting unless a quorum is present at the beginning of the meeting.
• (b) aggregate at least 25% of the voting rights of the Company.
• (c) appears thereafter may attend the General Meeting, and so forth.

• (d) deleted

• (e)

• (1) = If a quornm is not present within one half hour of the commencement of the General Meeting will be adjourned for one veek one week to the veane day, the same hour and the same place, or to a later date if so specified in the notice of the General Meeting.
• (g) is present; provided, however, that if the General Meeting was connened upon Shareholders' demand under Article 18.4(a)(1)(ii) above, and a quorum is not present within one h hour from the time set for the commencement of the General Meeting will not take place unless the minimum Shareholders required to demand the convening of a Special Meeting under Article 18.4(a)(1)(iii) above are present.

18.7 Validity Notwithstanding Defect

• (a) = Subject to any applicable law, a resolution shall be valid and have full fore and effect notwithstanding any defect in the notice, onvering, procedure or conduct of the General Meeting in while such resolution is cancelled by the court at the request of a Shareholder, in accordance with the provisions of Section 91 of the Companies Law.
• (b) With respect to a defect in the ime, place or manned, a Sharebolder who arrived at that General Meeting despie the defect shall not petition the court for the cancellation of a resolution adopted at such General Meeting.

18.8 The Chairman of the Meeting

• A Chairman shall be elected for a General Meeting. (a)
• (b) The election of the Chainer of any of a Creating of the Goginning of the Gosean Mecting, which will be opened by the Chairman of the Board of Diectors, or by any other Director of the Company which may be designated for this purpose by the Board of Directors, shall preside as Chairman of the General Meeting,
• (c) The Chairman of the General Meeting will not have a casting vote.

18.9 Postponing a General Meeting

• (a) . A General Meeting at which a quorn it pression or resolution in any item or the agenda for the meeting, to another time or place to be specified.
• (b) adopted.
• (c) In the event the General Meeting is adjourned or me Company shall provide notices of the adjourned General Meeting in same manner required hereunder for the convening of a General Meeting.
• (d) regardless of the number or aggregate voting power of the Shareholders present.

18.10 Voting at the General Meeting

Persons entitled to vote at the General Meeting: (a)

• (1)
• No shareholder shall be entitled to vote at General Meeting with respect to a specific share, unless he has paid all anounts then dee by him in respect of (2) the said share.
• (3) joint owner appearing thereafter who attends the meeting may vote, and so forth.
• (4)

(b) Voting at General Meetings

• (1) Subject to special rights, conditions, privileges and or a specific class of shares, each holder of shares, each holder of share(s) which entitle their holder to vote, shall have one vote for each share held by him.
• (2) above. A shareholder who is entitled to participate and vote at a General Meeting in respect of may vote on a resolution in one direction (in favor of, against, or abstain) in respect of any part of his same resolution, in other directions in respect of any other part or parts of his shares.
• (3) a Sharebolder may vote by way of Proxy Card in acordance with the provisions of the Companies Law or the matters specified therein, and provided it is company in accordance with its terms ; and (b) a Shareholder who holds shares through member of the Tel Aviv Stock Exchange ("TASE"), may vote electronic voting system of the Israel Securities Authority, upon terms and instructions received from the TASE member through which the Shareholder holds his or her shares.
• (4) cast are in favor of the adoption of the resolution.
• The amouncement of the Clairman of the needition has been adopted or rejected, unanimously or by a certain majority, will be primg facie proof thereof. (5)

18.11 Minutes of a General Meeting

• (a) The Company will prepare, at the Claiman's responsibility, minutes of the minutes shall be signed by the Chairman of the Cheral Meeting.
• (b)
• (c) A Shareholder may review the minutes of the General Meeting and receive, upon his request, copies of such minutes.

19. THE BOARD OF DIRECTORS

• 19.1 The duties and authorities of the Board of Directors will be as provided in the Companies Law and in these Articles.
• 192 The number of the members of the Board of Drecors shall be as set from time by resolution of the Ceneral Meething, provided that there will be no fever than 5 (fire) nor 10 (ten) Directors (including External Directors, as such term is defined in the Companies Law).

19.3

• A Director, who is not an External Director, will be Annual Meeting and will serve until the conclusion of the next Annual Meeting. A Director appointed by a (a) General Meeting shall commence serving at the General Meeting in which he or she was appointed, unless a later date for his or he tenure was specified in the resolution by which he was appointed.
• (b) The Board of Director my appoint a Director whose appointment has exped during the term, and may appoint a Director(s) if the number of Director(s) if the number of ther serving falls below the minter specified in Article 19.2 above. A Director so appointed shall commence his envir serve until the end of the next Geneal Meeting following his agendathe appointment of Drecors and in which Directors are appointed, such a Director may be reappointed by such General Meeting.

(c) In the event that the tenure of a Directors then serving skall fall beneath the minimum number set forth in Aricle 19.2 above, the Board of Directors may contine to act, provided that the nurser than be no fever than half of said minnum number of Directors. In the went that the munber of serving Directors shall fall below half of the minimum number set forth in Article 19.2 above, the Board of Directors start in order to convene a General Meeting for the election of Directors.

19.4 RESERVED

19:5 The expiration of the term of a Director

The term of a Director shall expire in any of the following instance provided under the Companies Law:

• (a) Upon his death.
• (b) If he is found to be non compos mentis.
• (c) Upon his resignation.
• (d)
• (e) with respect thereto.

19.6 Alternate Director

• (a) replacement and/or dismissal of an Alternate Director shall be by written notice to the Company or to the Claiman of the Bard of Directors of the Company. Upon the expiration of the tenure of the appointing Director, the tenute of the Alternate Director appointed by him will also expre.
• (b)
• (c)

19.7 The Chairman of the Board of Directors

(a) Subject to the Companies Lavy, the Board of Directors from anongs its nembers, by a resolution adopted by a Majority of votes.

• (b) The tern of office of the Chairman of the earlier of the termination of his tenure as a director and the adoption of his office as Chairman.
• (c)
• (d) The Chairman of the Board of Directors of the Board of Directors and sign the minutes of the meeting. In the event that the Board of Directors is not present a neeting of the Board of infill his position will be filed by the Deputy Chairman of the Board of Directors (f f Deputy Chairman of the Board of Directors has been appointed), who shall then have the authority of the Board of Directors.
• (e) a meeting of the Board of Directors, the Board of Directors shall appoint at the meeting one of its meeting and to sign the minutes of the minutes of the meeting.

Nether the Chairman of the Board of Director appointed to chair a neeting of the Board of Directors, including the alternate or Deputy Chaiman, stall have an additional or casting vote.

19.8

(a)

• (1)
• (2) of Directors shall take place outside of Israel and other reasonable expenses of the Directors incurred due to their participation in the meeting.
• (3)
• The Clairman of the Board of Directors shall convene a meeting of the Board of Directors without delay, subject o sub-Article (c) (1) below, upon the demand of any (4) two Directors, or if the Board of Directors has at such time five or fewer serving Directors – upon the demand of one Director.

The Agenda at Board Meetings (b)

• The Agenda of the meetings of the Board of Directors shall be specified by the Chairman of the Board of the following: (1)

  • (a)

• (b) any natter which a Director or the General Man the Chairman of the Board of Directors include in the Agenda of that meeting, within a reasonable time prior to the scheduled meeting of the Board of Directors;

• (c) a matter for the discussion and/or resolution of which a Director has requested to convene a meeting of the Board of Directors;
• (2) General Manager and or by the Audior, shall include those on and or resolution of which said meeting of the Board of Directors has been convened.

Notices of Meetings of the Board of Directors (c)

• Notice of the meeting of the Board of Director stally or in writing, a reasonable time prior to the time of the meeting but not less than 48 (1) hours prior to that meeting, provided, however, that in urgent cases, and with the approval of the members of the Board of Directors may convene without giving any prior notice.
• (2)
• Notice of the meeting of the Board of Directors shall be given to each Director at his last address provided by him to the Company. (3)
• (4) At the meeting of the Board of Directors, only matters specified on the discussed, unless all of the Directors are present at the meeting and have agreed o discuss a matter not on the Agenda.

(d) Participation in meetings of the Board of Directors

• (1) Subject to the provisions of the Companies Law and or Alternate Director, as the case may be, may participate in the meetings of the Board of Directors.
• (2) of Directors, by a Director and/or by the Board of Directors.
• (3) > Notwithstanding the Board of Directors shall be entitled to prevent any person who is not a Director from being present at meetings of the Board of Directors.

(e) Quorum

• (1) The quorum required to commence a meeting of the Board of Directors shall be a majority of the Board of Directors then serving who are 10t prevented under the Companies Law from participating in the meeting, but in no event less than two Directors.
• (2)
• (3) day at the same place and at the same time of the Board of Directors a quorum is not present within a half an hour from the time set for commencing said adjourned meeting may be held, and resolutions may be adopted, regardless of the number of participants.

(f) Postponing a Meeting of the Board of Directors

• At a meeting of the Board of Directors in which a quorum is presolve to adjourn the meeting to another time. At an adjourned meeting (1) as aforesaid, only those items which were on the original meeting but with respect to which no resolution was adopted, may be discussed.
• (2)
• (3) In the event that a meeting of the Board of Directors has aforesaid for more than 7 (seven) days, the Company will notify all of the Directors of the adjourned meeting.

(g)

• (1) Each Director shall have 1 (one) vote.
• Resolutions of the Board of Directors will be adopted by a Majority of all of the Directors voting with respect thereto. (2)

Minutes of the Board of Directors (h)

• The Company shall prepare, at the responsibility of the Board of Directors, minutes of all of the procedures of the Board of Directors; these minutes (1) shall be signed by the Chairman of the meeting.
• (2)

Holding Meetings of the Board of Directors by Telecommunications (i)

• The Board of Directors may hold meetings by any meations, including video or telephone conference, provided that all of the Directors participating (1) may hear each other simultaneously.
• (2)

Adopting a Resolution of the Board of Directors without Meeting (i)

• (1) agreed thereto.
• (2) initiated the resolution, shall record the minution and affix thereto the signatures of all of the Directors. Those minutes of the Meeting of the Board of Directors.

Validity Notwithstanding Defect (k)

Subject to any applicable law, a resolution adopted by the end and have fill force and effect notwithstanding any defect in the notice, onvening, procedure or conduct of the meeting in which it was adopted.

19.9 Committees of the Board of Directors

• The Board of Directors may establish committed on the nembers the nembers of the Board of Directors (hereinater: "Committers of the Board of (a) Directors").
• (b) Subject to the provisions of the Companies Law and of Directors may delegate its authority to Committess of the Board of Directors and determine the framework of the authority and the actions of the Committees of the Board of Directors.
• (c) A resolution adopted, or an action the Board of Directors with respect or anatter which the Board of Directors has delegated to it, shall be deemed a resolution adopted or an action taken by the Board of Directors.
• (d) Comnities of the Board of Directors shall recors regarding their resolutions or recommendations requiring Board of Directors' approval, a reasoable ine prior to the meeting of the Board of Directors in which they are brought for discussion and approval.

• (e) Subject to sub-Arich 20.4 below, procedural provisions will also apply to Committees of the Board of Directors, muturis mutundis.

• (1) Resolutions of the Committees of the Board of Directors, other than Audi Committee, shall be adopted by a Majority of the vote.

• (g) Subject to sub-Atticle 20.4 belov, minutes of the Board of Directors shall be prepared, signed and kept in the same manner as minutes of the Board of Directors, mutatis mutandis.
• (h) = Subject to the Companies Law, the Board of Directors of a Committee of the Board of Directors and may revolse the delegation of authority, in whole or in part, to Committees of the Board of Directors; provided as aforesaid will not derogate from a resolution upon which the Company has aced in connection with a third party who is not aware of its cancellation or revocation.

19.10 Miscellaneous

• (a) notwithstanding that it is subsequently discover a defect in the appointment of the aforsaid Committee, or all or part of the Directors vere unqualified, as if each of the Directors had teachy appointed and all of them were qualificato serve as Directors, or as if the Committed had been appointed lawfully.
• (b) The General Meeting may approve any Action of Directors without authority or in excess of authority; and from the ime of approval, such approved Action shall be deemed taken within the authority of the Board of Directors.
• (c) > The Board of Directors nay approve any Action within was taken by a Comnittee of the Board of Drectors without authority or in excess of authority; and from the time of approved Action shall be deemed taken within the authority of the Committee of the Board of Directors.

20. AUDIT COMMITTEE

• 2011 The Board of Directors shall appint from anoneys an Audit Comnittee of at least three members designated by the Board of Directors, in wich nost members shall be Independent Directors, as such term is defined in the Companies Law, and each of the External Directors shall be a member.
• 20.2 The chairman of the Audit Committee shall be an External Director.
• 20.3 Resolutions of the Autif Committer, shall be adopted by a Majority of the vote, provided that such Majoriy shall consist of Independent Directors, out of which at least one director shall be an External Director.
• 214 The dutes and authorities of the Audi Commited by applicable hw and or applicable nuls of any stock exchange on which the shares of the Company are taced. Procedural requirements applying to the Audit Committee shall be as provided in the Companies Law

21. THE GENERAL MANAGER

• 21.1 The Company shall appoint one or more General Managers to the Company.
• 21.2 The General Manager will be appointed and of Directors. The terns of the Gereal Manager's employment shall be deviled in accordance with he applicable procedure required under the Companies Law.
• 21.3 The General Manager shall be responsible for the Company's affains, within the framevors of the policies set by the Board of Director, and subject to the directives of the Board of Directors.
• 21.4 The General Manager stall have all namagement and the Company not assigned in these Articles or under the Company Law to announce Law to announces Law to announce
• 21.5 The General Manager shall report to the Board of Directors.
• 21.6 The Board of Directors may direct the General Manager fail to executes and should the General Manager fail to execute a directors my the exercise the authority required to inplement the dread. Without dergating from the aforesaid, The Board of Directors given to the General Manager, for a specific purpose or for a specific period of time which shall not exceed the necessary period of time required under the circumstances.
• 21.7 In the event that the General Manager is unabitity, the Board of Director to exercise such authority in his stead for as sted or as such exercise is necessary under the circumstances.

22. INTERNAL AUDITOR

• 22.1 The Board of Directors shall appoint an Internal Auditor, upon the recommendation of the Audit Committee.
• 22.2 The Internal Auditor shall report to the Chairman of the Board of Directors.
• 22.3 The duties and authorities of the Internal Auditor shall be as provided in the Companies Law.

23. AUDITOR

23.1 Appointment of an Auditor

• (a)

• (b) Meeting, provided that an Auditor shall serve no longer the Annual Meeting after the Amual Meeting in which he was appointed. An Audior who has completed a period of appointment as aforesaid may be reappointed.

• (e) possible to appoint an Auditor.

• (d) = The position, authorities and dutior shall be as provided in the Companies Law. The Company shall have the authority to

24. SECRETARY

• 24.1 The Board of Drectors nay appoint a Secretary and appaint another in his sead, and may determine the remneration and terms of service thereof.
• 24.2 The Secretary will prepare and contacts, bocks of records, registers and reports which the Company must maintain and/or sale leep and or selection one Register of Companiss or any other authority, and will fulfill the Board of Directors. The Secretary of the Company may sign on behalf of the Company documents and reports to be submitted to the Registrar of Companies.

25. RIGHTS OF SIGNATURE AND STAMP OF THE COMPANY

• 25.1 The Board of Directors will determine the stamp and/or seal of the Company.
• 25.2 The Board of Directors will designate the persons authorized to sign on behalf of the Company and the form of signature.
• 25.3 Without derogaing from the aforesaid, documents and/or reports or notices to the Registrar of Companies may also be signed by the Secretary.

26. FINANCIAL REPORTS

• 26.1 The Company will keep books of account and will prepare Financial Reports as required under any applicable law.
• 26.2 The Audited Financial Reports will be approved by the Board of Directors as provided under any applicable law.

27.

27.1 General

• (a)
• (b) The distribution of dividends and the issuance of bonus shares shall be within the authority of the Board of Directors.

• (c) The Shareholders entitled to a divident and the chose may be, shall be those Sharebolders at the time of the resolution of the resolution of the resolution of the re distribute such dividend or bonus shares, or at such later date as may be provided in such resolution (hereinafter: the "Ex-dividend Date").

• (d) Dividends and/or bonus shares distributed by the Company will be distributed pro rata to the par value of each share.

• (e) Notwithstanding the aforesaid, in the event that different rights, dividends and or bonus shares distributed by the Company will be distributed in accordance with the rights attached to its shares with respect to dividend and/or bonus shares.
• (1) dividend and or bonus shares with respect only to a number of the amount paid or credited as of the Ex-Dividend Date, pro rate temporis, on account of the consideration then due.

27.2 Distribution of Dividends

• (a)
• (b) = Where a share with respect to which a divided is jointly ovned, any dividend distributed by the Company with respect to such jointly-owned share vill be paid to that joint owner whose name appears first in the Share Registry.

27.3 Distribution of Bonus Shares

• (a)
• (b) on shares and or from any other source included in its equity in accordance with the latest Financial Statements, an amount equal to the Bonus Shares.
• (c) of the Shareholders.

28. THE OFFICE

• 28.1 The Company shall maintain a registered office in Israel, to which any notice to the Company may be submitted (hereinafter: the "Office").
• 28.2 Subject to Article 28.1 above, the Company may change the address of the Office, as may be determined from time to time by the Board of Directors.

29. THE SHAREHOLDERS REGISTER

• 29.1 The Company will maintain a Shareholders Register and a Material Shareholders Register in accordance with the Companies Law.
• 29.2 The Shareholders Register will be prima ficered in the case of any conflict between the content of the Shareholders Register and that of any Share Certificat.
• 29.3 All reports received by the Company under the Sameboldings of Material Shareholders will be kept in the Material Sharebolders Register.

29.4 Modifying and Amending the Shareholders Register

The Company shall change the registration of overship of the Shareholders Register and, where applicable, in the Material Sharetolders Register, in any of the following cass:

• (a) The Company has received a Share Transfer Decembove, and the Board of Directors has not decimed to transfer the shares.
• (b)
• (c)
• (d) Any other circumstances constituting sufficient case, in accordance with these Articles or the Sharbolders Register, including assignment of the shares by operation of law.
• (e)

29.6 Additional Shareholders Register outside Israel

The Company may maintain an additional Shareholders Register outside of Issued in its primary Shareholders' Register the number of shares recorded in the aforesaid additional Shares are numbered, the serial numbers of those shares recorded in said additional Shareholders Register. Other procedures regarding said additional Shareholders Register shall be determined by the extent they are not set forth in the Regulations.

29.7 INSPECTING THE SHAREHOLDERS REGISTER

The Shareholders Register and the Material Shareholders Register shall be open for inspection by any person.

30.

The Company will maintain a Directors Register, which and addresses of the Directors of the Company and their Alternates, in accordance with the Companies Law.

31. ENCUMBRANCES REGISTER

• 31.1 The Company will maintain an Encumbrances Register which will include:
  • (a) Encumbrances placed upon specific assets of the Company.
  • (b) Floating charges on the Company's enterprise and property.
• 31.2 The Encumbrances Register will be kept at the Office, together with copies of any documents creating or placing an encumbrance.
• 31.3 The Encumbrates Register, together with in Article 31.2 above, will be open for inspection, free of charge, by any Sharebolder or ceditor of the Company.
• 31.4 The Encumbraces Register will be open for inspection of treation of the Company, for a fee in such annum as may be deemined by the Company from time, provided however that the amount of such fee shall not exceed the maximum amount specified in the Regulations.

32. THE REGISTER OF SECURED DEBENTURE HOLDERS

• 3.1 The Company will naimina Register of Secured Deberture Holder, in which the name of each Secured Debenture, the interest hereupon, the interest hereupon, the interest her of payment thereof and the encumbrance given as security for the Debenture, will be entered.
• 32.2 The Debenture Hoders Register will be maintained in the Office, together with a copy of a Debentures issued by the Company.
• 3.2 The Debenture Holers Register and copies of Debenturs as provided in 3.2 above will be open for inspection by Shareholders; provided, bovever, that the Board of Directors may resolve to close same for a periods of time not exceeding, in the aggregate, 30 (thirty) days in each calendar year.

33. NOTICES

• 3.1 Notics to shareholders and other documents the Sharbolders register (herinafter "Notices") shall be delivered to such Shareholders personally, by mail or facsimile transmission, or by electronic mail, to the address recorded in the Shareholders Register.
• 3.2 2 A Notice delreved personally shall be deemel pour its delivery. A Notice sent by facimite transmission or by electronic mail the deemed received by the Shareholder on the business day or which it was sent. A Noice sent by mail shall be deemed received by a Shareholder whose address is in Israel 72 hours after its delivery or, if the address of a Shareholder is outside of Israel, within 120 hours after the Notice is delivered to a post office in Israel.

$$\text{с-28}$$