UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of August 2024
CAMTEK LTD.
(Translation of Registrant’s Name into English)
(Translation of Registrant’s Name into English)
Ramat Gavriel Industrial Zone
P.O. Box 544
Migdal Haemek 23150
ISRAEL
(Address of Principal Corporate Offices)
P.O. Box 544
Migdal Haemek 23150
ISRAEL
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange
Act of 1934.
Yes ☐ No ☒
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. This
Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
|
|
CAMTEK LTD.
(Registrant) By: /s/ Moshe Eisenberg ________________________ Moshe Eisenberg, Chief Financial Officer |
Dated: August 15, 2024
CAMTEK LTD
___________________________________________
NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
___________________________________________
TO BE HELD SEPTEMBER 25, 2024
Dear Shareholder,
You are cordially invited to attend, and notice is hereby given of, an Annual General Meeting of Shareholders of Camtek Ltd (the “Company”),
to be held at the Company’s offices at Ramat Gavriel Industrial Zone, Migdal Ha’Emek, Israel (the “Company’s Offices”), on Wednesday, September 25, 2024, at 4:00 PM (Israel time) (the “Meeting”) for the following purposes:
| A) |
To re-elect each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit Stav to serve as members of the Board of Directors of the Company;
|
| B) |
To re-elect each of Ms. Yael Andorn and Prof. Yosi Shacham-Diamand to serve on the Board of Directors of the Company as external directors, for a third three-year term;
|
| C) |
To approve certain amendments to the Company’s Compensation Policy;
|
| D) |
To approve the grant of equity awards to each of the Company’s non-controlling directors, subject to their respective re-election for service;
|
| E) |
To approve compensation to the Company’s Chief Executive Officer;
|
| F) |
To approve an amendment to the Company's Articles of Association; and
|
| G) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2024, for the year commencing January 1, 2025 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.
|
At the Meeting, shareholders will also have an opportunity to discuss the independent auditor’s report and the audited consolidated financial statements of the Company for
the year ended December 31, 2023; this item will not involve a vote of the shareholders.
Should changes be made to any item on the agenda for the Meeting after the publication of this proxy statement, the Company will communicate the changes to its shareholders
through the publication of a press release, a copy of which will be submitted to the Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K and with the Israeli Securities Authority (the “ISA”).
Only shareholders of record at the close of the business day on Tuesday, August 20, 2024, the record date for determining those shareholders eligible to vote at the
Meeting, are entitled to vote at the Meeting and at any postponements or adjournments thereof.
We intend to hold the Meeting in person and all shareholders are cordially invited to attend the Meeting in person. However, we might hold the Meeting virtually on the above date and time
instead of in person. If we determine that a change to a virtual meeting format is advisable or required, an announcement of such change will be submitted to the SEC on a Report on Form 6-K and with the ISA, as promptly as practicable.
Whether or not you plan to attend the Meeting in person, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage
if mailed in the United States. A beneficial shareholder who holds his, her or its shares through a member of the Tel-Aviv Stock Exchange Ltd. (“TASE”), and intends to vote his, her or its shares by
proxy, should deliver or mail (via registered mail) his, her or its completed proxy to the Company’s Offices, Attention: Chief Financial Officer, together with an ownership certificate confirming his, her or its ownership of the Company’s
shares as of the record date, which certificate must be approved by the TASE member through which he, she or it holds the shares, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting),
2000, as amended. Each such shareholder is entitled to receive the ownership certificate in a branch of the relevant TASE member or by mail to his, her or its address, if the shareholder so requests. Such a request must be made for a particular
securities account, in advance. Alternatively, beneficial shareholders who hold shares through TASE members may vote electronically via the electronic voting system of the ISA (the “Electronic Voting System”)
after receiving a personal identifying number, an access code and additional information regarding the Meeting from the TASE member through which he, she or it holds the shares and after carrying out a secured identification process, up to six
(6) hours before the time fixed for the Meeting (i.e., by no later than 10:00 AM (Israel time) on Wednesday, September 25, 2024). If applicable, a shareholder may request further instructions about such electronic voting from the TASE member
through which he, she or it holds Company shares.
Execution and return of a shareholder’s proxy will not deprive such shareholder of his, her or its right to attend the Meeting and vote in person, and any person giving a proxy has the right to
revoke it any time before it is exercised.
Joint owners of shares should take note that, pursuant to Article 18.10(a)(3) of the Articles of Association of the Company, the joint owner whose name appears first in the Company’s
Shareholders Register will be entitled to vote at the Meeting to the exclusion of any vote(s) of the other joint holder(s). If such joint owner does not vote, the joint owner whose name appears thereafter may vote, and so forth.
A proxy will be effective only if it is
received at the Company’s Offices no later than twenty four (24) hours prior to the time of the Meeting (i.e., 4:00 PM (Israel time) on Tuesday, September 24, 2024) or – in case of a shareholder voting electronically through the Electronic Voting System, no later than six (6) hours prior to the time of the Meeting (i.e., 10:00 AM (Israel time) on Wednesday,
September 25, 2024).
By Order of the Board of Directors,
Moty Ben-Arie
Chairman of the Board of Directors
August 15, 2024
- ii -
PROXY STATEMENT
CAMTEK LTD
________________
AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 25, 2024
This Proxy Statement is being furnished to the holders of ordinary shares, New Israeli Shekels (“NIS”) 0.01 nominal (par) value per
share (the “Shares”), of Camtek Ltd (“we”, “Camtek” or the “Company”) in connection
with the solicitation by the Board of Directors of the Company (the “Board” or “Board of Directors”) of proxies for use at the Company’s Annual General Meeting of
Shareholders, or at any postponement or adjournment thereof (the “Meeting”).
PURPOSE OF THE ANNUAL GENERAL MEETING
The Meeting will be held on Wednesday, September 25, 2024, at 4:00 PM (Israel time), at the Company’s offices, Ramat Gavriel Industrial Zone, Migdal Ha’Emek, Israel (the “Company’s Offices”), for the following purposes:
| A) |
To re-elect each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit Stav to serve as members of the Board of Directors of the Company;
|
| B) |
To re-elect each of Ms. Yael Andorn and Prof. Yosi Shacham-Diamand to serve on the Board of Directors of the Company as external directors, for a third three-year term;
|
| C) |
To approve certain amendments to the Company’s Compensation Policy;
|
| D) |
To approve the grant of equity awards to each of the Company’s non-controlling directors, subject to their respective re-election for service;
|
| E) |
To approve compensation to the Company’s Chief Executive Officer;
|
| F) |
To approve an amendment to the Company's Articles of Association; and
|
| G) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2024, for the year commencing January 1, 2025 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.
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At the Meeting, shareholders will also have an opportunity to discuss the independent auditor’s report and the audited consolidated financial statements of the Company for
the year ended December 31, 2023; this item will not involve a vote of the shareholders.
Should changes be made to any item on the agenda for the Meeting after the publication of this proxy statement, the Company will communicate the changes to its shareholders
through the publication of a press release, a copy of which will be submitted to the Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K and with the Israeli Securities Authority (the “ISA”).
We intend to hold the Meeting in person and all shareholders are cordially invited to attend the Meeting in person. However, we
might hold the Meeting virtually on the above date and time instead of in person. If we determine that a change to a virtual meeting format is advisable or required, an announcement of such change will be submitted to the SEC on a Report on
Form 6-K and with the ISA, as promptly as practicable.
RECORD DATE AND VOTING RIGHTS
Only holders of record of Shares at the close of business on Tuesday, August 20, 2024, the record date for determining those shareholders eligible to vote at the Meeting, will be entitled to
notice of and to vote at the Meeting and any adjournment or postponement thereof. At such time, each issued and outstanding Share will be entitled to one vote upon the matter to be presented at the Meeting. All such shareholders are cordially
invited to attend the Meeting in person.
PROXY PROCEDURE
A form of proxy for use at the Meeting and a return envelope for the proxy are also enclosed.
If specified by a shareholder on the form of proxy, the Shares represented thereby will be voted in accordance with such specification. If a choice is not specified by a shareholder with
respect to any proposal, the form of proxy will be voted “FOR” any such proposal and in the discretion of the proxies with respect to all other matters which may properly come before the Meeting and any and all adjournments thereof. On all
matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote “FOR” nor “AGAINST” the matter, although they will be counted in determining if a quorum is present. Broker non-votes are votes that brokers
holding shares of record for their clients are, pursuant to applicable stock exchange or other rules, precluded from casting in respect of certain non-routine proposals because such brokers have not received specific instructions from their
clients as to the manner in which such shares should be voted on those proposals and as to which the brokers have advised the Company that, accordingly, they lack voting authority.
A beneficial shareholder who holds his, her or its shares through a member of the Tel-Aviv Stock Exchange (“TASE”), and intends to
vote his, her or its shares by proxy, should deliver or mail (via registered mail) his, her or its completed proxy to the Company’s Offices, attention: Chief Financial Officer, together with an ownership certificate confirming his, her or its
share ownership as of the record date, which certificate must be approved by the TASE member through which he, she or it holds the shares, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General
Meeting), 2000, as amended. Each such shareholder is entitled to receive the ownership certificate in a branch of the relevant TASE member or by mail to his, her or its address, if the shareholder so requests. Such a request must be made for a
particular securities account, in advance. Alternatively, beneficial shareholders who hold shares through TASE members may vote electronically via the electronic voting system of the ISA (the “Electronic Voting
System”), after receiving a personal identifying number, an access code and additional information regarding the Meeting from the TASE member through which they hold shares and after carrying out a secured identification process, up to
six (6) hours before the time set for the Meeting (i.e., by no later than 10:00 AM (Israel time) on Wednesday, September 25, 2024). If applicable, a shareholder may request further instructions about such electronic voting from the TASE member
through which he, she or it holds Company shares.
Execution and return of a shareholder’s proxy will not deprive such shareholder of his, her or its right to attend the Meeting and vote in person, and any person giving a proxy has the right to
revoke it any time before it is exercised.
Joint owners of shares should take note that, pursuant to Article 18.10(a)(3) of the Articles of Association of the Company, the joint owner whose name appears first in the Company’s
Shareholders Register will be entitled to vote at the Meeting to the exclusion of any vote(s) of the other joint holder(s). If such joint owner does not vote, the joint owner whose name appears thereafter may vote, and so forth.
2
A proxy will be effective only if it is
received at the Company’s Offices no later than twenty-four (24) hours prior to the time of the Meeting (i.e., 4:00 PM (Israel time) on Tuesday, September 23, 2024), or – in case of a shareholder voting electronically through the Electronic Voting System, no later than six (6) hours prior to the time of the Meeting (i.e., 10:00 AM (Israel time) on Wednesday, September 25,
2024).
A shareholder may revoke the authority granted by execution of his, her or its proxy at any time before the effective exercise thereof by: (i) filing with the Company a written notice of
revocation or duly executed proxy bearing a later date; (ii) electronically voting through the Electronic Votic System at a later date; or (iii) voting in person at the Meeting. However, attendance at the Meeting will not in and of itself
constitute revocation of proxy, and if a shareholder attends the Meeting and does not elect to vote in person, his, her or its proxy or electronic voting through the Electronic Voting System, will not be revoked.
Proxies for use at the Meeting are being solicited by the Board chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional
compensation for such solicitation, may solicit proxies by telephone, email or other personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the
reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Shares.
QUORUM
Two (2) or more shareholders, present in person, by proxy, or voting through the Electronic Voting System, and holding together Shares conferring in the aggregate twenty
five percent (25%) or more of the voting power of the Company, shall constitute a quorum at the Meeting. If within half an hour from the time set for the Meeting a quorum is not present, the Meeting shall stand adjourned to Wednesday, October 2, 2024, at the same time and place. At such adjourned meeting, if a quorum is not present within half an hour from the time set for the adjourned meeting, the adjourned meeting will take place
regardless of whether a quorum is present.
BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information, as of July 31, 2024, regarding: (i) persons
or entities known to the Company to beneficially own more than five percent (5%) of the Company’s issued and outstanding Shares; (ii) each “office holder”1, as such term is
defined in the Israeli Companies Law, 1999 (the "Companies Law") of the Company (the “Office Holders”) known to the Company to beneficially own more than one
percent (1%) of the Company’s issued and outstanding Shares; and (iii) all Office Holders as a group.
The information contained in the table below has been obtained from the Company’s records or disclosed in public filings with the SEC.
1 The term “Office Holder” as defined in the Companies Law includes a director, the chief executive officer, the chief business officer, the vice chief executive
officer, the deputy chief executive officer, any other person fulfilling or assuming any of the foregoing positions without regard to such person's title, and any manager who is directly subordinated to the chief executive officer.
3
Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the Shares listed
below have sole investment and voting power with respect to such Shares.
Total “Number of Shares Beneficially Owned” in the table below include Shares that may be acquired by an entity, individual or group upon the exercise of options that are either currently
exercisable or will become exercisable, and Restricted Share Units (“RSUs”) which have vested or will vest, within sixty (60) days of July 31, 2024. The Shares that
may be issued under these options and RSUs are deemed to be outstanding for purpose of determining the percentage of ownership of such individual or group but are not deemed to be outstanding for the purpose of determining the percentage of
ownership of any other individual or group shown in the table.
The shareholders listed below do not have any different voting rights from any of our other shareholders.
|
Name of Beneficial Owner
|
Number of
Shares
Beneficially Owned(1) |
Percent of
Shares
Beneficially
Owned(2)
|
|
Priortech Ltd. (“Priortech”)(3)
|
9,617,757
|
21.20%
|
|
Chroma ATE Inc. (“Chroma”)(4)
|
7,817,440
|
17.23%
|
|
Yotam Stern(5)
|
-
|
-
|
|
Rafi Amit(5)
|
21,414
|
0.05%
|
|
Leo Huang(7)
|
-
|
-
|
|
Office Holders as a Group (8)
|
67,413
|
0.15%
|
| (1) |
The total number of options which are exercisable, or will become exercisable, and RSUs which will vest, within 60 days of July 31, 2024, held by the persons included in the above table is 814.
|
| (2) |
Based upon 45,366,152 Shares issued and outstanding as of July 31, 2024.
|
| (3) |
29.34% of the voting equity in Priortech is subject to a voting agreement. As a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting
equity in Priortech, Messrs. Rafi Amit, Yotam Stern, David Kishon, and Hanoch Feldstien and the estates of Itzhak Krell (deceased), Zehava Wineberg (deceased) and Haim Langmas (deceased), may be deemed to control Priortech. The voting
agreement does not provide for different voting rights for Priortech than the voting rights of other holders of our Shares. Priortech’s principal executive offices are located at South Industrial Zone, Migdal Ha’Emek 23150, Israel.
|
| (4) |
Based on the Schedule 13G filed by Chroma on August 5, 2019, which presented ownership as of June 19, 2019. The 7,817,440 Shares reported under such Schedule 13G by Chroma are beneficially owned by
Chroma. Chroma’s principal address is No. 88, Wenmao Rd., Guishan Dist., Taoyuan City 333001, Taiwan.
|
| (5) |
Mr. Stern does not directly own any of our Shares. However, as Mr. Stern may be deemed to control Priortech, he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Amit
disclaims such beneficial ownership of such Shares.
|
4
| (6) |
Mr. Amit directly owns 21,414 of our Shares. In addition, as a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit may be deemed to control
Priortech, he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
|
| (7) |
Mr. Huang does not directly own any of our Shares. Based on information we received from Chroma Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to
beneficially own the Shares of the Company held by Chroma. Mr. Huang disclaims beneficial ownership of such Shares.
|
| (8) |
Our Office Holders as a group directly own 47,373 of our Shares (and 20,040 options, which are exercisable or will become
exercisable, and RSUs which will vest, within 60 days as of July 31, 2024). Each of our Office Holders, other than Messrs. Amit and Stern (as a result of their beneficial interest in Shares
owned by Priortech) and Mr. Huang (as a result of his beneficial interest in the Shares owned by Chroma), beneficially owns less than 1% of our outstanding Shares (including options held by each such person which have vested or will
vest, and RSUs that will vest, within 60 days as of July 31 2024) and have therefore not been listed separately.
|
For information relating to the compensation of our five most highly compensated Office Holders with respect to the year ended December 31, 2023, please see “Item 6. Directors,
Senior Management and Employees – B. Compensation - b) Individual Compensation of Office Holders” in our Annual Report for 2023, which was filed on Form 20-F with the SEC on March 21, 2024.
5
ITEM A
RE-ELECTION OF SIX (6) DIRECTORS
Background
The Company’s Amended and Restated Articles of Association (the “Articles”) provide that the number of directors to serve on our
Board shall be no less than five (5) and no more than ten (10) directors. The Board is currently comprised of eight (8) members, all of whom are serving terms that expire at the conclusion of the Meeting.
Each director (other than external directors, whose tenure is determined in accordance with the provisions of the Companies Law) is elected at each annual general meeting
for a term of approximately one year, commencing upon his or her appointment by our shareholders and ending at the conclusion of the next annual general meeting of shareholders and until his or her respective successor has been elected, or
until his or her office is vacated earlier in accordance with the provisions of the Companies Law and the Articles.
In addition, Priortech and Chroma entered
into a voting agreement pursuant to which they vote together in the Company’s shareholders meetings and have joint control over the Company (the “Voting Agreement”). Under the Voting Agreement, Chroma is entitled to nominate up to two (2) individuals for service on the Board and Priortech is entitled to nominate up to three (3) individuals for service on the Board.
Further, in general, according to the Companies Law, compensation paid to our directors require, in general, the approval of our Compensation Committee, Board of
Directors and shareholders, in that order, unless otherwise stated pursuant to the regulations promogulated under the Companies Law.
Re-election of Currently Serving Directors
Pursuant to the recommendation of our Nomination Committee, it is proposed that each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit
Stav be re-elected to serve as our directors, for a term of approximately one year, until the conclusion of the 2024 annual general meeting of the Company’s shareholders and until his or her respective successor has been elected, or until his
or her office is vacated earlier in accordance with the provisions of the Companies Law and the Articles.
In accordance with Israeli law, a nominee for service as a director must submit a declaration to the Company, prior to his or her election, specifying that he or she has
the requisite qualifications to serve as a director, and the ability to devote the appropriate time to performing his or her duties as such. The Company has received a declaration in writing from each of the nominees for re-election, confirming
that he or she possesses the requisite skills and expertise, as well as sufficient time, to perform his or her duties as a director of the Company. The Company is not aware of any reason why any of the six nominees, if re-elected, would be
unable to serve as a director. Except for the Voting Agreement, the Company is not aware of any other understanding or agreement with respect to the future election of any of the proposed nominees.
The following are brief biographies of each of the six nominees, based upon the records of the Company and information furnished by each nominee:
Rafi Amit has served on our Board since 1987. Between 2010 to March 2017, and June 2019 to January 2023, Mr. Amit also served as our Active
Chairman of the Board of Directors. Previously, Mr. Amit served as our Chief Executive Officer from January 1998 until August 2010 and as Chairman of the Board of Directors from 1987 until April 2009. Since 1981, Mr. Amit has also served as
the President and director of Priortech and has been the Chairman of the Board of Directors of Priortech since 1988. From 1981 until 2004, Mr. Amit served as Priortech’s Chief Executive Officer. Mr. Amit holds a B.Sc. in Industrial
Engineering and Management from Technion - Israel Institute of Technology.
Yotam Stern has served on our Board since 1987. Mr. Stern also served as the Chairman of our Board of Directors from May 2009 until August 2010. From 2001 until 2012, Mr. Stern served
as our Executive Vice President, Business & Strategy. From 1998 until 2001, Mr. Stern served as our Chief Financial Officer. Mr. Stern served in the past as the Chief Financial Officer of Priortech and has been serving as a director of
Priortech since 1985 and as its Chief Executive Officer since 2004. Mr. Stern holds a B.A. in Economics from Hebrew University of Jerusalem.
6
Moty Ben-Arie has served on our Board of Directors since March 2017, and as our Chairman of the Board since January 2023. From March 2017 until the 2019 annual general meeting, Mr.
Ben-Arie also served as the Chairman of the Board of Directors. Mr. Ben-Arie is the co-founder and serves as the chairman of the board of directors of Invisicare Ltd. Mr. Ben-Arie has served as a consultant to entrepreneurs and investors
since 2014. Previously, Mr. Ben-Arie served as the chief executive officer of Sital Technology from 2012 until 2014. From 2006 until 2011, Mr. Ben-Arie also served as a managing partner of Vertex Ventures, where he focused on investments in
Israeli-related hi-tech companies and evaluation of companies in the field of telecommunication, IT, test equipment, medical equipment and multidisciplinary systems. During these years, Mr. Ben-Arie served as a member of the fund investment
committee, managed investments in several companies and served as a board member in companies in their early stages, including Color Chip Inc., Multiphi, Expand Networks, Comability and Ethos Networks. From 2000 until 2006, Mr. Ben-Arie also
served as a partner of Walden Israel Ventures, where he focused on investments in Israeli-related hi-tech companies. During these years, Mr. Ben-Arie managed investments in several companies and served as a board member in companies from
early stage, including Color Chip Inc. and Passave. From 1998 until 2000, Mr. Ben-Arie served as a director in Radcom Ltd., as a consultant in Walden Israel, and financed seed phases for new startups. From 1991 until 1998, Mr. Ben-Arie served
as the co-founder and chief executive officer of Radcom Ltd., Israel. From 1978 until 1982, Mr. Ben-Arie served as an electronic engineer and a project manager in Elisra Ltd. Mr. Ben-Arie holds a Masters in Business Administration from Tel
Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology.
Orit Stav is an experienced investment manager with 20 years of experience in the Sield of Venture Capital & Private Equity, as well as in the technology sector. Ms. Stav is a
co-founder and serves as a managing partner at Israel Innovation Partners, a business advisory Sirm that specializes in building business relationship between global companies and Israeli technology start-ups. Currently, Ms. Stav serves as a
board member in Menora Mivtachim Holdings Ltd., Doral Group Renewable Energy Resources Ltd., Innovize Technologies Ltd., IBI – Underwriting & Issuing Ltd., EFI Capital Real Estate Ltd. From 2014 until 2015, Ms. Stav served as a managing
partner of EVA Ventures venture capital. From 2010 until 2012, Ms. Stav served as a country manager in Wimdu GmbH, an international internet company. From 2006 until 2009 she served as an investment manager in Siemens Venture Capital, and
from 1998 until 2005 served as an investment partner in Platinum Neurone Ventures, PNV, an Israeli venture capital fund.
Leo Huang has served on our Board as a representative of Chroma since June 2019. Mr. Huang co-founded Chroma in 1984 and has been serving
as chairman of the board of directors of Chroma since October 1984. Mr. Huang was the QA Engineer of TIMEX Corp. from 1975 to 1977 and served as the Sales Manager of Philips Electronics Industries (Taiwan) Ltd. from 1978 to 1984. Mr. Huang
holds a Bachelor’s degree in Electronics Engineering from National Chiao Tung University.
I-Shih Tseng has served on our Board as a representative of Chroma since June 2019. Mr. Tseng joined Chroma in 1998, serving as a director
since June 2012 and as Business Unit President of Chroma since July 2007. Mr. Tseng was a Research Assistant at Pennsylvania State University from 1986 to 1992 and served as the Project Manager of Institute for Information Industry from 1992
to 1998. Mr. Tseng holds a PhD degree in Mechanical Engineering from Pennsylvania State University.
7
Directors’ Independency
Under the Nasdaq Listing Rules, a majority of our directors is required to be independent. Our Board determined that seven of our directors, i.e.
each of Messrs. Shacham Diamand, Stern, Ben-Arie, Tseng and Huang, Ms. Stav, and Ms. Andorn qualifies as an independent director as defined in the Nasdaq Listing Rules. Further, our Audit Committee has classified each of Mr. Ben-Arie and Ms.
Stav as an “Independent Director” in accordance with the Companies Law, based on their declarations that they comply with the independence criteria set under the Companies Law (in addition to our two external directors, who also qualify as
such).
Directors’ Compensation
Pursuant to Israeli law, any arrangement between the Company and a director regarding such director’s terms of office and employment (as a director or in other capacities
in which he or she is engaged with the Company) must generally be consistent with the Company’s compensation policy, which was last approved by the Company’s shareholders on December 21, 2023 (the “Compensation
Policy” and the “2023 AGM”), and generally requires the approval of the Company’s Compensation Committee (the “Compensation Committee”), Board and
shareholders, in that order.
As Messrs. Amit, Stern and Huang are nominated pursuant to the Voting Agreement and are deemed to control the Company through their controlling interest in Priortech
(Messrs. Amit and Stern) and Chroma (Mr. Huang), and Mr. Tseng is also nominated pursuant to the Voting Agreement, they do not and shall not receive any compensation (either in cash or equity) in consideration for their service as directors.
For clarification purposes, Mr. Amit will continue to receive compensation for his service as our CEO.
Cash
Subject to the approval of their re-election for service as directors of the Company, each of Mr. Ben-Arie and Ms. Stav will receive cash remuneration in the same amounts as paid to our two
(2) external directors, Messrs. Yael Andorn and Yossi Shacham-Diamand, to the extent re-elected by this Meeting (see Item B below). These amounts include an annual fee, per-meeting participation fee for participation in meetings of the Board
and its committees, and reimbursement of travel expenses for participation in a meeting which is held outside of their place of residence, in the following amounts: NIS 145,770 (approximately US$38,955 based on the representative NIS/USD
exchange rate published by the Bank of Israel on August 9, 2024 (the “Exchange Rate”)) as annual fee, NIS 4,380 (approximately US$1,170, based on the
Exchange Rate) as participation fee, per meeting, for participation in meetings of the Board and its committees in person, NIS 2,628 (approximately US$702, based on the Exchange Rate) as participation fee, per meeting, for participation in
meetings of the Board and its committees by electronic means and NIS 2,190 (approximately US$585, based on the Exchange Rate) for each written resolution.
The above-mentioned cash remuneration is in line with the Compensation Policy, according to which each of the Company’s non-executive (non-controlling) directors is
entitled to receive cash fees that include annual and participation fees.
As these amounts are in the range between the fixed amounts of the annual and participation fees, as set forth in regulations promulgated under the Companies Law in
connection with compensation to external directors (the “Remuneration Regulations”), based on the amount of the Company’s capital, and the maximum amounts of such fees set forth in the Companies
Regulations (Alleviation for Public Companies Whose Shares are Traded on a Stock Exchange Outside of Israel), 2000 (the “Alleviation Regulations”), they are exempt from shareholder approval, in accordance
with the Israeli Companies Regulations (Relief From Related Party Transactions), 2000 (the “Relief Regulations”).
8
Equity
Subject to their re-election, and subject to shareholder approval for the grant of equity awards to each of our non-controlling directors, each of Ms. Stav and Mr. Ben-Arie
shall be entitled to a yearly grant of equity (see Item D below).
Indemnification, Exemption and Insurance
In addition to the above, each of the six (6) nominees for re-election for service as a director shall be entitled to continue to be a party to the same indemnification and
exemption agreements as entered into by the Company with all Office Holders serving from time to time (the “Indemnification and Exemption Agreement”), provided that with respect to Messrs. Amit, Stern and
Huang, such Indemnification and Exemption Agreements were last approved by our shareholders at the 2023 AGM. In addition, each of the six (6) nominees for re-election for service as director, will also continue to be insured under the Company’s
directors and officers insurance policies, as all other Office Holders of the Company.
Board Diversity Matrix (As of August 15, 2024)
|
Country of Principal Executive Offices
|
Israel
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under Home Country Law
|
No
|
|||
|
Total Number of Directors
|
8
|
|||
|
Part I: Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
|
Directors
|
2
|
6
|
0
|
0
|
|
Part II: Demographic Background
|
|
|||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
8
|
|||
Required Vote
The affirmative vote of the holders of the Shares representing a majority of the voting power present at the Meeting, in person, by proxy, or through the Electronic Voting
System, and voting thereon, is required for the re-election of each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit Stav to serve on our Board.
The re-election of each of these six (6) nominees will be voted upon separately at the Meeting.
It is proposed that at the Meeting the following resolutions be adopted:
“RESOLVED, that Mr. Rafi Amit be, and he hereby is, re-elected for service as a director for a
term of approximately one year, until the conclusion of the 2025 annual general meeting of the Company’s shareholders and until his successor has been elected, or until his office is vacated earlier in accordance with the provisions of the
Companies Law and the Articles;
FURTHER RESOLVED, that Mr. Yotam Stern be, and he hereby is, re-elected for service as a director for a
term of approximately one year, until the conclusion of the 2025 annual general meeting of the Company’s shareholders and until his respective successor has been elected, or until his office is vacated earlier in accordance with the
provisions of the Companies Law and the Articles;
9
FURTHER RESOLVED, that Ms. Orit Stav be, and she hereby is, re-elected for service as a director for a
term of approximately one year, until the conclusion of the 2025 annual general meeting of the Company’s shareholders and until her respective successor has been elected, or until her office is vacated earlier in accordance with the
provisions of the Companies Law and the Articles;
FURTHER RESOLVED, that Mr. Leo Huang be, and he hereby is, re-elected for service as a director
for a term of approximately one year, until the conclusion of the 2025 annual general meeting of the Company’s shareholders and until his respective successor has been elected, or until his office is vacated earlier in accordance with the
provisions of the Companies Law and the Articles;
FURTHER RESOLVED, that Mr. I-Shih Tseng be, and he hereby is, re-elected for service as a director for a term of approximately one year, until the
conclusion of the 2025 annual general meeting of the Company’s shareholders and until his respective successor has been elected, or until his office is vacated earlier in accordance with the provisions of the Companies Law and the Articles;
and
FURTHER RESOLVED, that Mr. Moty Ben-Arie be, and he hereby is, re-elected for service as a director for a term of approximately one year, until the
conclusion of the 2025 annual general meeting of the Company’s shareholders and until his respective successor has been elected, or until his office is vacated earlier in accordance with the provisions of the Companies Law and the Articles.
The Board recommends a vote FOR the approval of the proposed resolutions.
As each of the nominees for re-election has a personal interest in the foregoing proposed resolutions regarding his or her
respective re-election, each of them refrained from making a recommendation with respect to his or her own re-election.
In addition, as a result of the Voting Agreement, Messrs. Amit, Stern, Tseng and Huang have refrained from making a recommendation with respect to the
re-election of each other.
10
ITEM B
RE-ELECTION OF TWO (2) EXTERNAL DIRECTORS
Background
Under the Companies Law, companies incorporated under the laws of Israel are generally required to appoint at least two external directors. Each committee of a company’s
board of directors empowered to exercise the board of directors authorities is required to include at least one external director, except for the audit committee and the compensation committee, which must be comprised of at least three
directors, including all of the external directors, and the external directors must comprise the majority of the members of the compensation committee.
Re-Election of Currently Serving External Directors
Qualification
A person may not be appointed as an external director if he or she or his or her relative, partner, employer, any person to whom such person is directly or indirectly
subject to, or any entity under his or her control has, as of the date of the person’s appointment to serve as an external director, or had, during the two (2) years preceding that date, any affiliation (as such term is defined in the Companies
Law) with the company; any controlling shareholder of the company at the date of such person’s appointment; a relative of a controlling shareholder; or any entity controlled, at the date of such person’s
appointment or during the two (2) years preceding that date, by the company or by a controlling shareholder of the company.
A “relative” is defined in the Companies Law as spouse, sibling, parent, grandparent, descendant, spouse’s descendant, sibling or parent and the spouse of any of the
foregoing. The term “affiliation” includes an employment relationship; a business or professional relationship maintained on a regular basis; control; and service as an office holder.
In addition, no person can serve as an external director if the person’s position or other business creates, or may create, conflicts of interest with the person’s
responsibilities as an external director, or may otherwise interfere with such person’s ability to serve as an external director.
The Companies Law provides that prior to a shareholders meeting in which the appointment of an external director is to be considered, the nominee must declare that he or
she meets the qualification criteria for being appointed as an external director. The Company has received such declarations from each of Ms. Yael Andorn and Prof. Yosi Shacham-Diamand, who are
nominated for service as external directors of the Company, confirming that they meet the qualification criteria for service as external directors of the Company.
Term
In general, external directors serve a three (3) year term, which may then be extended for two (2) additional three (3) year periods, provided that each such external
director was nominated by the Board of Directors for each such additional term, and such additional term was approved in accordance with the approvals required under the Companies Law for election of external directors. Thereafter, in
accordance with the Relief Regulations, an external director may be appointed for additional terms of service of not more than three (3) years each, provided that: (a) the company’s audit committee, followed by the board of directors, have
approved that, considering the expertise and special contribution of the external director to the work of the board of directors and its committees, the appointment of such external director for an additional term of service is beneficial to
the company; (b) the appointment of such external director for an additional term of service is approved in accordance with the requirements of the Companies Law; and (c) the prior service periods of such external director, as well as the
reasons of the audit committee and board of directors for the approval of the extension of the term of service, were presented to the shareholders prior to their approval.
The initial three-year terms of service of Ms. Andorn and Prof. Shacham-Diamand are scheduled to expire on September 19, 2024
(the “Expiration Date”). Since our Nomination Committee is comprised of Ms. Andorn and Prof. Shacham-Diamand, the recommendation and resolution regarding their
re-election as external directors was made by our Board. In accordance with the Nasdaq Listing Rules, their re-election was recommended by a majority of the
Company’s independent directors. Pursuant to such recommendation, it is proposed that each of Ms. Andorn and Prof. Shacham-Diamand be re-elected for a third three-year term of service as
external director, beginning on the Expiration Date and ending three (3) years thereafter.
11
Financial and Accounting Expertise
Under the Companies Law, generally at least one of the external directors must have “accounting and financial expertise” and each external director must have either
“accounting and financial expertise” or “professional qualifications” (as such terms are defined in regulations promulgated under the Companies Law); The board of directors is required to determine (based on criteria set forth in regulations
promulgated under the Companies Law) whether the external directors have “accounting and financial expertise” or “professional qualifications”. Our Board has determined that Ms. Yael Andorn has the requisite “accounting and financial expertise”
and that Prof. Yossi Shacham-Diamand has the requisite “professional qualifications” to serve as external directors.
The following are brief biographies of Ms. Andorn and Prof. Shacham-Diamand, based upon the records of the Company and
information furnished to it by each of them:
Yael Andorn has served on our Board of Directors since October 3, 2018, and she is currently the Chairperson of our Audit Committee. Ms. Andorn is the founder and
CEO of CapitalA, and serves on the Boards of Directors of Israeli public companies such as El-Al Airlines and Castro. Ms. Andorn previously served on private and public boards, including Midroog-Moody’s Rating, Oil Refineries (Bazan),
Retalix, The National Lottery, Clal Health Insurance and Clal Credit Insurance, and as head of the Investment Committee of the Teacher’s Saving Fund. Ms. Andorn served as director general of Israel’s Ministry of Finance between 2013 and 2015
and as Partner at Viola Credit between 2012 and 2013. Between 2005 and 2011, Ms. Andorn served as CEO at Amitim and also served on its investment committee. Ms. Andorn held several positions at Israel’s Ministry of Finance Budget Department,
Bank of Israel and IDF 8200 Intelligence Unit. Ms. Andorn holds a Bachelor of Economics and a Master in Business Administration from the Hebrew University of Jerusalem.
Yosi
Shacham-Diamand has served on our Board of Directors since October 3, 2018. Since 2001, Prof. Shacham-Diamand serves as The Bernard L.
Schwartz Academic Chair for nano scale information technologies in the Department of Electrical Engineering - Physical Electronics, and in the Department of Material Science and Technology, Faculty of Engineering, Tel Aviv University. Prof.
Shacham-Diamand currently serves on the advisory board of CartaSense Ltd. and SolChip Ltd., and previously served as consultant to numerous manufacturing companies such as: Zoran Inc., Intel Inc., Applied Materials Inc., Nova Instruments
Inc., as well as to numerous investment and holding companies in Israel and abroad. Prof. Shacham-Diamand previously served on the board of directors of PCB Ltd. (today, Priortech Ltd.) and “RAMOT” by Tel Aviv University. He is a visiting
professor at Waseda University, Tokyo, Japan (Since 2004) and a visiting professor at the Department of Electronics and Telecommunication, The Politecnico di Torino, Torino, Italy (Since 2018), and serves as a distinguished international
Chair Professor in Feng Chia University, Taichung, Taiwan (since 2012). Since 2014, Prof Shacham-Diamand serves as a member of the MAGNET committee, Ministry of Trade and Industry. Prof. Shacham-Diamand holds a D.Sc. EE, M.Sc. EE, and B.Sc.
EE (Summa-cum Laude), all from the Technion- Israel Institute of Technology, Haifa, Israel, and also completed postdoctoral research at U.C. Berkeley, CA, USA.
12
Each of Ms. Andorn and Prof. Shacham-Diamand qualifies as an independent director as defined in the Nasdaq Listing rules, and
also in accordance with the Companies Law.
The Company is not aware of any reason why any of the two (2) nominees, if re-elected, would be unable or unwilling to serve as external director. If elected, the external
directors will receive cash remuneration as described below.
Compensation to our External Directors
According to the Remuneration Regulations, external directors are generally entitled to an annual fee, a participation fee for each meeting of the board of directors or any
committee of the board on which he or she serves as a member, and reimbursement of travel expenses for participation in a meeting which is held outside of the external director’s place of residence. The minimum, fixed and maximum amounts of the
annual and participation fees are set forth in the Remuneration Regulations, as supplemented by the Alleviation Regulations, based on the classification of a company according to the amount of its capital. In addition, a company may compensate
an external director in equity awards, other than convertible debentures which may be converted into shares, subject to certain limitations as set forth in the Remuneration Regulations.
A nominee for service as external director must be notified of his or her compensation prior to his or her appointment and, subject to certain exceptions, his or her
compensation will not be amended throughout the three-year term during which he or she is in office.
Cash
Subject to the approval of their re-election for service as external directors of the Company, Ms. Andorn and Prof. Shacham-Diamand shall receive cash consideration in the following amounts: NIS 145,770 (approximately US$38,955 based on the Exchange Rate) as annual fee, NIS 4,380 (approximately US$1,170, based on the
Exchange Rate) as participation fee, per meeting, for participation in meetings of the Board and its committees in person, NIS 2,628 (approximately US$702, based on the Exchange Rate) as participation fee, per meeting, for participation in
meetings of the Board and its committees by electronic means and NIS 2,190 (approximately US$585, based on the Exchange Rate) for each written resolution.
The above-mentioned cash remuneration is in line with the Compensation Policy, according to which each of the Company’s non-executive (non-controlling) directors is
entitled to receive cash fees that include annual and participation fees.
As explained under Item A above, since these amounts are included in the range between the fixed amounts of the annual and participation fees as set forth in the
Remuneration Regulations, based on the amount of the Company’s capital, and the maximum amounts of such fees set forth in the Alleviation Regulations, they are exempt from shareholder approval, in accordance with the Relief Regulations.
Equity
Subject to their re-election, and subject to shareholder approval for the grant of equity awards to each of our non-controlling directors, each of Ms. Andorn and Prof. Shacham-Diamand shall be entitled to a yearly grant of equity (see Item D below).
Indemnification, Exemption and Insurance
In addition to the above, each of Ms. Andorn and Prof. Shacham-Diamand shall be entitled to continue to be a party to the
Indemnification and Exemption Agreement and will also continue to be insured under the Company’s directors and officers insurance policies, as all Office Holders of the Company.
Required Vote
The affirmative vote of holders of the
majority of the Shares represented and voting on this proposal at the Meeting in person, by proxy or by electronic voting, is required for the approval of the foregoing resolution, provided that, the majority of the shares voted in favor of this proposal are not held by “controlling shareholders” or shareholders with “personal interest” in the approval of such proposal, not taking
into account any abstention, or that the total number of shares referred to above that voted against this proposal, does not exceed two percent of the aggregate voting rights in the Company (“Disinterested
Majority”), as described below in more detail.
13
The Companies Law, as supplemented by the Relief Regulations, requires that each shareholder voting on a proposed resolution requiring a Disinterested Majority inform the Company whether or not
he or she is a controlling shareholder or has a personal interest in the proposed resolutions. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of
the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed to have a personal interest if any member of the shareholder’s immediate family, or the immediate family of a shareholder’s
spouse, has a personal interest in the adoption of the proposals. In addition, you are deemed to have a personal interest if a company, other than Camtek, which is affiliated with you, has a personal interest in the adoption of the proposals.
Such company is a company in which you or a member of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstanding shares. However, you are not deemed to
have a personal interest in the adoption of the proposals if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.
Please note that we
consider it highly unlikely that any of our shareholders (other than Chroma, Priortech, Messrs. Amit and Stern, who are deemed to control Priortech, and Mr. Huang who is deemed to control Chroma) is a controlling shareholder or has a
personal interest in the approval of the above-mentioned proposal. However, as required under the Companies law, as supplemented by the Relief Regulations,
you should actively inform Camtek whether you are a controlling shareholder or have a personal interest in this proposal.
It is proposed that at the Meeting the following resolutions be adopted:
“RESOLVED, that Ms. Yael Andorn be,
and she hereby is, re-elected to serve as an external director of the Company, for a third three-year term, commencing as of September 20, 2024 and until September 19, 2027”; and
“FURTHER RESOLVED, that Prof. Yosi Shacham-Diamand be, and he hereby is, re-elected to serve as an external director of the Company, for a third three-year
term, commencing as of September 20, 2024 and until September 19, 2027”.
The Board of Directors recommends a vote FOR approval of the proposed resolutions.
As
each of Ms. Yael Andorn and Prof. Yosi Shacham-Diamand has a personal interest in the foregoing proposed resolutions regarding his or her respective re-election, each of them refrained from making a recommendation with respect to his or her
own re-election.
14
ITEM C
AMENDMENT TO THE COMPANY’S COMPENSATION POLICY
Terms and definitions used hereunder are in accordance with the terms and definitions as appear in the Compensation Policy.
Background
Our Board’s authority to grant equity to our executives is subject to the Company’s Executives and Directors Compensation Policy, which was adopted as required pursuant to
the Companies Law. The Compensation Policy defines the principles, guidelines, and rules in accordance with the Company’s compensation philosophy for its executive officers and sets the boundaries for executive compensation, including certain
limitations (caps) on the maximum value of equity-based compensation.
The current equity caps were last set four years ago under our Compensation Policy as adopted in 2020. Since then, the Company has significantly grown in all aspects,
consummated substantial M&A transaction, and further established its position as a global leader developing and manufacturing high-end inspection and metrology equipment for the semiconductor industry.
At the same time with the updates described above, the Company wishes to also move forward with an increase in the alignment of executives’ long-term interests with those
of the Company and its shareholders as further detailed below.
Given the Company’s growth over the last four years and the compensation levels that are appropriate for executives at comparable companies today, our Compensation
Committee and Board have determined that certain provisions of the Compensation Policy relating to executive equity awards as adopted back in 2020, are no longer adequate for the Company’s current and near future needs and should be revised to
enable the Company to execute on its strategic plan and to compete for talent with peer companies of comparable size in the markets in which the Company operates.
Company’s Growth Over the last 4 Years
Over the last four years, Camtek has grown its total revenues by 235%, and its operating income by 298%. In addition, the Company grew from approximately 322 employees at
the end of 2019 to approximately 565 employees at the end of 2023. As of the end of 2023, the non-GAAP gross margin has grown to 48.0%, non-GAAP operating margin is 16.3% and non-GAAP EPS is at 1.96%, leading to a record cash generation.
The Company’s growth and success during this period has generated significant shareholder value and led to the Company significantly increasing
its market cap since the filing of its proxy for the 2020 special shareholders meeting, when its’ market cap was approx. US$0.5 billion, to today’s market cap of approx. US$4.6 billion (based on the average closing price of the Company’s
Shares during the last 90 days).
Corporate Governance
The Company maintains a high level of corporate governance standards in all respects, both in relation to the full independence of its Compensation Committee and Board as
well as in relation to its compensation practices. The Company has adopted best practices in relation to executive compensation, including the adoption of a clawback policy for our directors and executives that is compliant with the updated
NASDAQ rules. The Company stresses long term incentives and pay for performance, and maintains very reasonable compensation levels, which are generally below the Peer Group median levels, in alignment
with shareholders’ interests.
15
General
The Company believes that strong, effective leadership is fundamental to its continued growth and success in the future. This requires the ability to attract, retain,
reward and motivate highly skilled executives, with the competencies needed to excel in a rapidly changing marketplace and to continually motivate the Company’s management and employees.
Our Compensation Committee and Board of Directors have determined, in separate resolutions dated August 13 and 15, 2024, respectively, that, subject to shareholder
approval: (i) the limitations set forth in the Compensation Policy with respect to the total yearly equity value for Executives (including the CEO) should be amended as follows; (ii) in line with market practice, taking into account the
importance of motivating our Executives as well as our shareholders’ interest in limiting dilution, increasing the minimal threshold for equity based components that are subject to performance-based vesting; and (iii) to replace the Board of
Director’s chairman’s (the “Chairman”) equity compensation ratio with a hard cap; all as detailed below:
Section C.9.7:
The cap for total yearly equity value granted to our Executives shall be increased, such that it shall not exceed (i) with respect to the CEO – 400% of his annual Base
Salary; and (ii) with respect to all other Executives, 300% of such Executive’s annual Base Salary.
Section C.9.8:
Under this Section, the Company is required to balance the mixture of Equity Based Components, taking into account the importance of motivating its Executives, as well as
its shareholders’ interest in limiting dilution. In order to increase alignment of the interests of its Executives with shareholders’ interests, the Company has decided to increase the minimal threshold of the Equity Based Components that are
subject to performance based vesting from at least 40% to at least 50% of the Equity Based Components granted to an Executive in each calendar year.
The performance criteria and general framework of the performance-based equity compensation shall be determined by the Compensation Committee and Board, based on one or
more measurable criteria, and will be evaluated following the publication of the financial statements for each fiscal year with respect to which such criteria was determined. Examples of measurable criteria include:
| a) |
increase in revenues;
|
| b) |
increase in gross margin;
|
| c) |
increase in Non-GAAP operating income;
|
| d) |
product development and improvement;
|
| e) |
expense reduction;
|
| f) |
return on capital and assets;
|
| g) |
employee recruitment;
|
| h) |
balance of cash equivalents and marketable securities;
|
| i) |
research and development expenses;
|
| j) |
total shareholder return ; and
|
| k) |
completion of identified special projects.
|
Section D.2.2:
Under this Section, the equity-based compensation ratio which governs the equity-based compensation to which our non-executive Chairman of the Board of Directors is
entitled shall be replaced such that he may be entitled to receive equity based compensation per year, which shall be approved by the shareholders of the Company, in accordance with applicable law in a value not to exceed US$150,000.
Section D.2.3:
This Section, which sets forth a pre-determined vesting schedule with respect to equity awards to the Company’s directors. The Company is willing to remove this Section
from the Amended Policy to allow it to design suitable equity award framework to its directors; for the avoidance of doubt, this will not impede shareholders’ supervision and governance over equity awards granted to our directors, as under the
Israeli Companies Law director equity compensation must be approved, in advance, by the Company’s Compensation Committee, Board of Directors, and shareholders. Thus, the terms and conditions of every equity grant to our directors, including its
vesting schedule, will be subject to shareholder approval.
16
The Compensation Committee and Board shall further determine appropriate safeguard mechanisms, such as performance thresholds levels, under which no performance-based
equity shall vest.
The Compensation Committee and Board believe that the proposed amendments incorporated in the Amended Policy, in accordance with the
aforementioned principles, are better aligned to prevailing market practices while remaining below the median levels of our peer group companies with respect to the amended parameters, and being balanced by new limitations in connection with
the type and terms of the equity granted, thus ensuring a proper correlation between the Company’s success and the value of the Executive’s holdings.
It should be further noted that under the Company’s 2018 Share Incentive Plan, the annual equity granted to the Company’s Executives and other
employees, as a group, may not exceed three and a half percent (3.5%) of the Company’s total issued and outstanding share capital, and – as already mentioned above - in no event shall the total dilution, when considering all outstanding share
awards under all share plans, exceed 10% of the Company’s total issued and outstanding share capital. As of the date hereof, the total equity granted to the Company’s Executives and other employees
constitutes approximately 2 percent (2%) of the Company’s total issued and outstanding share capital. When determining grants of equity-based components to Executives, the Compensation Committee and the Board are obliged to take into account
the interests of the Company’s shareholders and to consider the effect of such grants on the dilution of such shareholders. The Compensation Committee and the Board will assure that proper levels of dilution are maintained at all times,
including the above-mentioned annual dilution limitation.
The proposed amendments to the Compensation Policy, for which we now seek shareholder approval, is marked in the revised version of the Compensation Policy attached to this Proxy Statement as Exhibit A (the “Amended Policy”). Other than the foregoing changes, all other terms of the Compensation Policy remain unchanged.
If the above-mentioned amendment to the Compensation Policy is adopted by our shareholders, then the date of such adoption shall be deemed to be the date of the adoption of the Amended Policy
in its entirety, so that the Amended Policy shall be in full force and effect for a period of three years thereafter.
The affirmative vote of holders of the
majority of the Shares represented and voting on this proposal at the Meeting in person, by proxy or by electronic voting, is required for the approval of the foregoing resolution. In addition, the shareholder approval must also include the Disinterested Majority (as defined above). The Companies Law, as supplemented by the Relief Regulations, requires that each
shareholder voting on a proposed resolution requiring a Disinterested Majority inform the Company whether or not he or she is a controlling shareholder or has a personal interest in the proposed resolutions. Under the Companies Law, in
general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed
to have a personal interest if any member of the shareholder’s immediate family, or the immediate family of a shareholder’s spouse, has a personal interest in the adoption of the proposals. In addition, you are deemed to have a personal
interest if a company, other than Camtek, which is affiliated with you, has a personal interest in the adoption of the proposals. Such company is a company in which you or a member of your immediate family serves as a director or CEO, has the
right to appoint a director or the CEO, or owns five percent (5%) or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposals if your interest in such proposal arises solely from
your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.
17
Please note that we
consider it highly unlikely that any of our shareholders (other than Chroma, Priortech, Messrs. Amit and Stern, who are deemed to control Priortech, and Mr. Huang who is deemed to control Chroma) is a controlling shareholder or has a
personal interest in the approval of the above-mentioned proposal. However, as required under the Companies law, as supplemented by the Relief Regulations,
you should actively inform Camtek whether you are a controlling shareholder or have a personal interest in this proposal.
It is proposed that at the Meeting, the following resolution be adopted:
“RESOLVED, that the Amended Policy, in the form attached as Exhibit A to the Proxy Statement for the 2024 Annual General Meeting of Shareholders, be, and it
hereby is, approved for a term of three (3) years as of the date hereof”.
The Board of Directors recommends a vote FOR the approval of the proposed resolution.
As Mr. Amit has a
personal interest in the foregoing proposed resolution, he refrained from making a recommendation with respect to
the proposed resolution.
18
ITEM D
APPROVAL OF EQUITY
AWARDS TO THE COMPANY’S NON-CONTROLLING
DIRECTORS
Background
According to the Companies Law, compensation paid to our directors require, in general, the approval of our Compensation Committee, Board and shareholders, in that order.
General
In addition to the cash fees set forth under Items A and B above, as remuneration for their contribution and efforts as directors of the Company, and in line with the limitations set forth in
our Compensation Policy with respect to equity-based compensation for directors, following the approval of our Compensation Committee, our Board approved on August 15, 2024, subject to shareholder approval, a new equity award mechanism.
According to such mechanism, our directors who are not classified as controlling shareholders, including our external directors (but not including Mr. Tseng, who himself is not a controlling shareholder but serves as our director pursuant to
the Voting Agreement and therefore does not receive any compensation for such service), either currently serving or as shall be appointed from time to time (“Non-Controlling Directors”), will be entitled
to a fixed annual equity award.
Hence, commencing as of this Meeting, subject to shareholder approval, each of the Company’s Non-Controlling Directors shall, on the date of each annual general meeting of shareholders of the
Company and subject to his or her election, re-election or continuous service, be granted an annual equity award based on the mechanism and under the terms detailed below, without the need for further approval.
Mechanism
| (a) |
Each of our Non-Controlling Directors shall be granted an equal mix of options to purchase Shares at an exercise price equal to the “Market Value” (as defined below) (the “Market-Value Options”)
and Restricted Share Units (“RSUs”) (the Market-Value Options and the RSUs together, the “Annual Equity Award”);
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| (b) |
The value of the Annual Equity Award to our Non-Controlling Directors, except for shall be US$75,000; the value of the Annual Equity
Award to our Chairman shall be US$100,000.
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| (c) |
The actual number of Market-Value Options and RSUs to be granted each year, bearing the foregoing value, shall be determined based on the average closing price per Share as quoted on the NASDAQ Stock Market during the 30 consecutive
calendar days preceding the date of grant (the “Market Value”); and
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| (d) |
In case a Non-Controlling Director is appointed in between annual general meetings, in accordance with our Articles – the Annual Equity Award will be pro-rated according to the part of the year that has passed since the previous
annual general meeting of shareholders.
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Terms
| (a) |
Date of Grant: The Annual Equity Award will be granted on the date of each annual general meeting of shareholders (including this Meeting); provided that in case a Non-Controlling Director is appointed in
between annual general meetings, in accordance with our Articles, the Annual Equity Award will be granted on the date of his or her appointment (the “Date of Grant”);
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| (b) |
Exercise Price: The exercise price of the Market-Value Options will be equal to the Market Value, and the RSUs shall have an
exercise price of NIS 0.01 per share, which is the par value of each Share;
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| (c) |
Vesting Schedule: The Annual Equity Award shall be subject to time-based vesting and will vest in one installment
on the date of the annual general meeting of shareholders following the Date of Grant, provided that at such time the applicable grantee is still a director of the Company;
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| (d) |
Exercise Period: The exercise period of the Market-Value Options shall be seven (7) years from the Date of Grant; and
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| (e) |
The rest of the terms of the Annual Equity Awards shall be in accordance with the Company’s 2018 Share Incentive Plan (the “Plan”), or under the terms of any other share incentive plan of the
Company, as shall be in effect from time to time.
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Considerations Taken into Account by our Compensation Committee and Board
| • |
Compensation Policy: The proposed Annual Equity Award is in line with the Compensation Policy, according to which each of our directors may be entitled to receive equity-based compensation, the annual value of which
shall not exceed 100,000 USD. Also, the Compensation Policy includes a provision according to which the equity based compensation of each of the Company’s directors shall vest in quarterly installments; however, our Compensation
Committee and Board decided that the Annual Equity Award shall only vest after an approximately one-year cliff, thus ensuring that in case a director’s service is terminated prior to the end of his or her term, for any reason, any
unvested equity shall be forfeited upon such termination date.
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| • |
Benchmark Information: The proposed value of the Annual Equity Award for each of our Non-Controlling Directors was examined and evaluated by our Compensation Committee and Board in accordance with a peer group study,
taking into account the type and value of equity awards, as well as the full compensation packages, granted to directors serving in companies included in the peer group. Following due consideration, our Compensation Committee and
Board have determined that the value of the total compensation paid to Camtek’s directors, including the value of the proposed Annual Equity Award, is well below the median range of total director compensation provided by our peer
companies included in such study. Further, our Compensation Committee and Board noted the market practice for international companies to grant equity awards in a mixture of Market-Value Options
and RSUs, as suggested under the Annual Equity Award plan.
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| • |
Dilution Effect: In accordance with the Plan, the maximum number of shares underlying all equity awards granted under it in any calendar year (commencing as of the 2018), shall not exceed three and a half
percent (3.5%) of the Company’s total issued and outstanding share capital as of December 31 of the preceding calendar year, subject to customary adjustments as provided under the Plan. Accordingly, the grant of the Annual Equity
Award to each of our Non-Controlling Directors shall in no event cause an annual dilution in excess of the allowed percentage under the Plan. Moreover, the Company has historically been very conservative and cautious with respect to
maintaining low levels of dilution in relation to its share-based compensation plans and has ensured that the level of dilution on a fully diluted basis (i.e., including all outstanding awards granted to employees, along with any
authorized pool for equity based compensation), be less than 10% of the Company’s issued and outstanding share capital. Our Compensation Committee and Board remain committed to maintaining such low levels of dilution, well below such
10% threshold, with respect to the Company’s equity-based compensation plans (currently at approximately 2%).
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| • |
General Considerations: When considering the proposed Annual Equity Award, our Compensation Committee and Board analyzed all factors and considerations required under our Compensation Policy and the Companies Law,
including, inter alia, the responsibilities and duties of our Non-Controlling Directors (including the increased scope of responsibilities and duties of our Chairman; For the avoidance of
doubt, the amendment in Section D.2.2. of our Amended Policy, as detailed under Item C above, supports such increased chairman grant value, to the extent the Amended Policy is approved by our shareholders), the estimation of such Non-Controlling Directors’ expected contribution and the importance of the Non-Controlling Directors to the future growth and success of the Company. Our Compensation Committee and Board
further noted that the Annual Equity Award is not subject to performance conditions, thus ensuring that the Non-Controlling Directors’ independence is not jeopardized and encouraging balanced risk management, and that it is identical
for each of our Non-Controlling Directors, as required under the applicable provisions of the Companies Law, requiring all members of our Compensation Committee to receive equal compensation.
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To conclude, our Compensation Committee
and Board believe that the proposed Annual Equity Awards to our Non-Controlling Directors are in the Company’s best interests
and are in line with the compensation philosophy and objectives set forth in the Compensation Policy, and that, along with the cash component payable to each of them, will: (i) provide an adequate recognition for the time, attention and
expertise required by our directors; (ii) will set the foundation for attracting the most qualified and experienced directors in our industry, through the grant of a compensation element having a long term incentive value, while taking into
account the interests of the Company’s shareholders and the effect of such grant on the dilution level of our shareholders; and (iii) will provide our directors with compensation which is more aligned with the common practice implemented by
our global peers.
Required Vote
The affirmative vote of holders of the majority of the Shares represented and voting on this proposal at the Meeting in person, by proxy or by
electronic voting, is required for the approval of the foregoing resolution.
It is proposed that at the Meeting, the following resolutions be adopted:
“RESOLVED, to approve the grant of the Annual Equity Award to each of our Non-Controlling Directors, currently serving or as shall serve from time to time - all
upon the terms described in this Item D of the Proxy Statement for the 2024 Annual General Meeting of Shareholders”.
The Board of Directors recommends a vote FOR the approval of the proposed resolution.
As Messrs. Andorn, Shacham-Diamand, Stav and Ben-Arie have a personal interest in the foregoing proposed resolution, they each refrained from making a
recommendation with respect to such resolution.
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ITEM E
APPROVAL OF COMPENSATION FOR THE COMPANY’S CHIEF EXECUTIVE OFFICER
Background
Under the Companies
Law, arrangements regarding the compensation of a chief executive officer of a publicly traded company require approval by the compensation committee, board of
directors and company’s shareholders, in that order. Further, if the chief executive officer is a controlling shareholder of the company, his or her compensation terms should be brought for shareholder approval not less than every three (3)
years. In general, such compensation should be consistent with the company’s compensation policy.
Mr. Amit may be deemed, together with a third party, to control the Company, as a result of a voting agreement relating to a majority of the voting equity of the Company’s
parent company, Priortech, pursuant to which Mr. Amit may be deemed to control Priortech, and indirectly control the Company (for an explanation of such controlling interest see BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT).
The compensation terms of Mr. Amit were last approved by our shareholders on August 18, 2021.
We now seek our shareholder approval for the renewal of these terms, as well as for certain amendments to the compensation paid to Mr. Amit in consideration for his
services as our CEO, effective as of the date of the Meeting and for a period of three (3) years thereafter, all as detailed below.
General
The Company believes that strong, effective leadership is fundamental to its continued growth and success in the future. This requires the ability to attract, retain, reward and motivate highly
skilled executives, with the competencies needed to excel in a rapidly changing marketplace and to continually motivate the Company’s management and employees.
Annual Base Salary and Related Benefits
In accordance with his current employment terms, Mr. Amit dedicates ninety percent (90%) of his time to his role as our CEO and is entitled to a gross annual base salary
of US$313,133 (including social benefits). He is also entitled to accumulate up to five (5) annual vacation quotas (in case those days have not been used by him). Upon termination of employment, any unused accumulated vacation days will be
redeemed in payment. In addition, as Mr. Amit resides in Asia, close to the Company’s primary markets, he is entitled to receive benefits granted to employees of the Company who relocated to Asia, such as flights, housing and health
insurance.
The Company is willing to update Mr. Amit’s annual base salary, effective as of January 2024 by US$62,627, to an annual base salary of US$375,760 (the “CEO Base Salary”).
Cash Bonus Plan for the Years 2024, 2025 and 2026
In order to streamline the annual-bonus process, and following the approval of our Compensation Committee, on August 15, 2024, our Board adopted, subject to shareholder
approval, a three-year cash bonus plan for our CEO. According to such plan, the “On-Target” bonus amount shall be equal to not more than the CEO annual Base Salary (the “On-Target Bonus”).
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Further, for each of the years 2024, 2025 and 2026, the cash bonus plan shall include the following parameters and weights, calculated
in accordance with the following principles (altogether, the “CEO Cash Bonus Plan”):
| 1. |
Measurable Targets:
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At least eighty percent (80%) of the targets forming part of the CEO Cash Bonus Plan will be measurable targets, and will include financial and non-financial targets.
| a. |
Financial measurable targets (the “Financial Measurable Targets”):
|
At least two (2) different financial measurable targets, weighting together at least fifty percent (50%) of the CEO Cash Bonus Plan (such as, for
example, Revenues, Operating Margin, Operating Profit, Net Income, Gross Margin, Cash flow and Operating Income).
For the year 2024, the proposed Financial Measurable Targets shall include the Company’s revenues and Non-GAAP Operating Income targets, both to be
determined based on the Company’s financial results for the year 2024.
For each of the years 2025 and 2026, our Compensation Committee and Board of Directors may decide to change the weight of the Financial Measurable
Targets (but not reduce it below the 50% minimum weight), elect different appropriate Financial Measurable Targets or add additional appropriate Financial Measurable Targets, as shall be the case, by implementing a similar methodology as
described in this Section a.
| b. |
Non-financial measurable targets (the “Non-Financial Measurable Targets”, and
together with the Financial Measurable Targets, the “Measurable Targets”).
|
At least one different Non-Financial Measurable Target, weighting together no more than fifty percent (50%) of the CEO Cash Bonus Plan (such as, for
example, achievement by the Company of a certain business milestone).
For the year 2024, the Non-Financial Measurable Target shall consist of a target relating to the Company’s strategic roadmap and M&A integration.
For each of the years 2025 and 2026, our Compensation Committee and Board may decide to change the weight of the Non-Financial Measurable Targets (but
not increase it above the 50% maximum weight), elect different appropriate Non-Financial Measurable Targets or add additional Non-Financial Measurable Targets, as shall be the case, by implementing a similar methodology as described in this
Section b.
Following the end of each calendar year, the actual achievements of the Company for that year shall be measured as follows:
| (i) |
Achievement of one hundred percent (100%) of the Measurable Targets, will entitle the CEO to receive an annual cash bonus payment equal to the percentage of the Measurable Targets in the On-Target Bonus;
|
| (ii) |
Achievement above one hundred percent (100%) of any of the Measurable Targets will increase the cash bonus for such Measurable Target in accordance with its applicable mechanism as shall be pre-determined by our Compensation
Committee and Board for each year (provided that in no event shall the annual CEO Cash Bonus Plan payment exceed the Payment Cap as defined below); and
|
| (iii) |
Achievement below one hundred percent (100%) of any of the Measurable Targets (but above the Payment Threshold as defined below) will decrease the cash bonus for such Measurable Target in accordance with its applicable mechanism, as
shall be pre-determined by our Compensation Committee and Board for each year.
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| 2. |
Non-Measurable Targets: No more than twenty percent (20%) of the targets for the annual CEO Cash Bonus Plan will be non-measurable targets, which may include one or more objectives, as shall be pre-determined by
our Compensation Committee and Board. There are no non-measurable targets under the 2024 CEO Cash Bonus Plan. Our Compensation Committee and Board may determine such targets for the CEO Cash Bonus Plan of each of the years 2025 and
2026.
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Threshold and Cap
In accordance with our Compensation Policy, in the event that in a given year the Company’s Non-GAAP Net Profit shall be less than US$6,000,000 (or a higher amount in the event so determined by
our Compensation Committee and Board in a given year) (the “Payment Threshold”), no CEO Cash Bonus Plan payment shall be paid to our CEO. For the year 2024, our Compensation Committee and Board increased
the Payment Threshold to 50% of annual budgeted Non-GAAP (after bonus) net income to address the increased business volume in 2024.
Further, it is proposed that the aggregate amount of the annual cash bonus actually paid to our CEO, with respect to each of the years 2024, 2025 and 2026, shall not
exceed 200% of the CEO Base Salary, as allowed under the Compensation Policy.
Equity Grant Plan for the Years 2024, 2025 and 2026
Following the approval of our Compensation Committee, our Board resolved on August 15, 2024, subject to shareholder approval, that for each of the years 2024, 2025 and
2026, our CEO shall be entitled to an annual grant of equity. At least 40% of the 2024 annual CEO equity grant shall be subject to performance-based vesting,
as required under the current Compensation Policy. At least 50% of the annual grants of equity for the years 2025 and 2026 shall be subject to
performance-based vesting, as required under the Amended Policy (the “Performance Threshold”). The value of the annual grant of equity shall not exceed the cap set under our Amended Policy, which is 400% of the CEO Base Salary (the “Equity Cap” and collectively the “Annual CEO Equity Grant”).
Notwithstanding anything to the contrary herein, in the event the Amended Policy is not approved by our shareholders, meaning that the amendment to the
Performance Threshold and Equity Cap as set forth in Item C above is not approved by the requisite shareholder vote, the Performance Threshold and Equity Cap shall remain at the levels set forth in the Company's current Compensation Policy
(i.e., 40% and 300%, respectively).
The additional terms under which the Annual CEO Equity Grant shall be provided to our CEO are as follows:
Date of Grant
For the year 2024, the date of grant of the Annual CEO Equity Grant shall be the date of this Meeting. For each of the years 2025 and 2026, the date of grant of the
Annual CEO Equity Grant shall be the date of the Board’s approval of the respective Annual CEO Equity Grant.
Time-Based Vesting
Each Annual CEO Equity Grant shall vest as follows: (a) the performance-based portion of the Annual CEO Equity Grant shall vest over a period of four (4) years, in four
equal installments, such that one fourth (1/4) of the total grant shall vest each year, beginning upon the first anniversary of the Board’s approval of the respective Annual CEO Equity Grant and then on each of the three (3) subsequent
anniversaries thereafter, and (b) the time-based portion of the Annual CEO Equity Grant shall vest over a period of four (4) years, such that one fourth (1/4) of the total grant shall vest beginning upon the first anniversary of the Board’s
approval of the respective Annual CEO Equity Grant and then on each of the twelve (12) subsequent quarters thereafter.
Performance-Based Vesting
The performance criteria for equity including performance-based vesting shall be determined in advance by the Compensation Committee and Board and shall include targets
that the Compensation Committee and Board consider commercially challenging to achieve at the applicable four (4) years vesting period. The achievement of the performance targets shall be evaluated on March 31, following each performance
year, so that each such date shall be a performance criteria measurement date.
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Upon the achievement of the applicable performance-based vesting criteria, the applicable portion of the Annual CEO Equity Grant shall remain subject to the time-based
vesting. That portion of the Annual CEO Equity Grant that has not met the performance-based vesting criteria shall expire and terminate and become null and void.
The equity including performance-based vesting shall be subject to a cumulative achievement mechanism for the entire period, whereby, for example, in the event that on
the second performance criteria measurement date the targets for both the first and second performance years have been cumulatively met, then the CEO shall be entitled to a performance-based vesting on the second vesting date for both years
(even if the performance criteria for the first performance year was not met on the first performance criteria measurement date).
In addition, the equity including performance-based vesting shall be subject to an overachievement opportunity; e.g., when the next performance year’s target has been
achieved during a certain performance year, then, in addition to the vesting of the applicable portion of the equity subject to such year’s performance-based vesting, that portion of the equity subject to the next performance year’s target
shall be released from the relevant performance criteria, and continue to be subject only to the fulfillment of any remaining time-based vesting (without the need to further evaluate performance with respect to the performance years for which
the targets have been fulfilled).
Last, upon the closing of a Corporate Transaction (as such term is defined under the Plan), the performance-based vesting shall no longer be applicable, such that any
equity which was originally subject to such performance-based vesting shall only remain subject to time-based vesting.
Exercise Period
The Annual CEO Equity Grant shall be granted under the Plan, and any vested portion thereof may be exercised for a term of seven (7) years from its Date of Grant, after
which it shall expire and terminate and become null and void.
Acceleration
The Annual CEO Equity Grant shall be subject to a double trigger acceleration mechanism, such that under certain Double Trigger Circumstances (as such term is defined in
the Plan) our CEO shall be entitled to acceleration of the time-based vesting. It being clarified that under circumstances of a Corporate Transaction (as such term is defined under the Plan) that do not constitute Double Trigger
Circumstances, there shall be no such acceleration.
Change of Control
Upon an event of change in control of the Company (a “Change of Control”), as shall be defined in the CEO’s option agreement or notice of grant, fifty
percent (50%) of the outstanding unvested Annual CEO Equity Grant (subject to time-based vesting) shall be accelerated, and the remaining fifty percent (50%) of such outstanding unvested Annual CEO Equity Grant shall be subject to a double
trigger acceleration mechanism, as described above.
Dilution
The Annual CEO Equity Grant shall not cause an annual dilution in excess of the allowed percentage under the Plan (which is three and a half percent (3.5%) of the
Company’s total issued and outstanding share capital as of December 31 of the preceding calendar year, subject to customary adjustments as provided for under the Plan). Our Compensation Committee and Board remain committed to maintaining such
low levels of dilution, well below the 10% threshold recommended by the ISS (Institutional Shareholder Services) in its Israeli Proxy Voting Guidelines, with respect to any proposed and/or outstanding equity-based compensation plans
(currently at approximately 2 %).
25
The 2024 Equity Grant
The 2024 Annual CEO Equity Grant is comprised of RSUs, 40% of which are subject to performance-based vesting, at a value of approximately
US$1,300,190 as of the date of this Proxy Statement. This equity grant value is well below the median value of equity grants provided to CEOs of our peer companies. Our Compensation Committee and Board determined that the performance criteria
for the 2024 Annual CEO Equity Grant shall be comprised of the following targets:
| • |
Revenue-growth target, according to which each year the percentage of Company’s revenue-growth as compared to previous year shall be at least the same as the Company’s market growth, based on a pre-determined formula which weighs
publicly available market indexes (“Revenues Target”); and
|
| • |
Profitability-related target, determining a minimal Company’s annual Non-GAAP operating margin (“Profitability Target”).
|
Since the specific targets forming part of such performance criteria are considered commercially sensitive information, the disclosure thereof would be detrimental to the
interests of the Company and its shareholders.
Special Cash Bonus
During the fourth quarter of 2023, we completed the acquisition of FormFactor, Inc.’s FRT Metrology (“FRT”) for US$100 million in cash (the “FRT Transaction”). FRT, headquartered in Bergisch Gladbach, Germany, is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets. This acquisition is intended to leverage
Camtek’s and FRT’s advanced technologies of Advanced Packaging and Silicon Carbide that require new inspection and metrology steps in the semiconductor manufacturing processes. The FRT Transaction was of high importance for the Company; from
a strategic perspective the Company gained an important and valuable footprint in an emerging market segment and is now able to offer its customers with a wider, synergetic products’ portfolio.
The FRT Transaction was a result of extensive and relentless efforts invested by Company’s management, led by the Company’s CEO, Mr. Rafi Amit. Mr. Amit, invested great efforts in establishing
and fostering the business relationship that led to the consummation of the FRT Transaction, and such efforts materially extending the scope and complexity of his role as CEO. His outstanding efforts have brought to the successful conclusion of
the FRT Transaction on terms that would allow the Company to improve its position in the market it serves, expand its business and increase shareholders’ value.
Accordingly, the Committee and the Board believe that it would be appropriate to reward Mr. Amit for his fruitful efforts in connection with the consummation of the
Chroma Transaction, by granting him a one-time special cash bonus in an amount of US$52,172 (the “Special Cash Bonus”), a sum which, in the opinion of the
Committee and the Board, is modest considering the benefits to the Company associated with the completion of the FRT Transaction, while reflecting the appreciation for his special contribution. In approving the Special Cash Bonus to Mr. Amit
in their respective resolutions dated August 13 and 15, 2024, the Committee and Board reviewed Mr. Amit’s terms of employment, and concluded that the Special Cash Bonus is reasonable and appropriate when taking into account his central role
in pursuing and consummating the FRT Transaction, thereby securing long-term sustainability of the Company and increasing its shareholders’ value, and also when considering the terms of the Company’s current compensation policy, which allows
the grant of a special cash bonus under special circumstances or in case of an exceptional contribution to the Company, in an amount that may be up to 50% of the executive’s annual base salary. The Special Cash Bonus constitutes
approximately one-sixth of Mr. Amit’s annual base salary.
Following the approval of the Committee and the Board, the approval of our shareholders is now being sought for the grant of the Special Cash Bonus to Mr. Amit.
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Considerations Taken into Account by our Compensation Committee and Board of Directors
Our Compensation Committee and Board believe that the proposed CEO Annual Base Salary and related benefits, Special Cash Bonus, CEO Cash Bonus Plan and the Annual CEO
Equity Grant (Collectively, the “CEO Compensation Package”) are in the Company’s best interests and are in line with the Compensation Policy, including the compensation philosophy and objectives set forth
therein. With respect to the Annual CEO Equity Grant, our Compensation Committee and Board considered, among other things, the importance of motivating and incentivizing our CEO through the grant of equity, a compensation element which includes
vesting over a total of four (4) years, thus having a long term incentive value, while taking into account the interests of the Company’s shareholders and the effect of such equity grant on the dilution level of our shareholders.
Further, the Compensation Committee and Board believe that the grant of RSUs under the Annual CEO Equity Grant is more beneficial to the Company, in light of, among other
things, a market practice for international companies to grant equity awards in the form of RSUs, which are less sensitive to market fluctuations and maintain an interest in the Company’s success also when the company’s market price declines.
In addition, the Compensation Committee and Board determined that the proposed Annual CEO Equity Grant suitably links pay to performance, especially in light of the inclusion of performance targets thereunder, aligns the CEO’s interests with
those of the Company and its shareholders over the long term and encourages balanced risk management.
When considering the proposed CEO Compensation Package and reaching their conclusion, the Compensation Committee and Board analyzed all factors and considerations required under our
Compensation Policy and the Companies Law, including the responsibilities and duties of Mr. Amit in his capacity as the Company’s CEO, the importance of providing competitive compensation in order to retain talented and essential executives
such as Mr. Amit, the estimation of Mr. Amit’s expected continued contribution and the importance of Mr. Amit to the future growth and success of the Company.
In addition, our Compensation Committee and Board reviewed and considered benchmark information and data of peer companies which operate
globally in the semiconductor industry as well as Israeli hi-tech companies, including companies that are based in the United States and companies that do business in the same geographical locations as the Company, in order to understand the
compensation practices and compensation levels of our global competitors, with whom we compete for talent. Such benchmark information indicated that the value of each component of the CEO Compensation Package is below the median level
of the value of each such compensation component of CEOs in our peer group. Based on this evaluation and on the above-mentioned considerations, the Compensation Committee and Board have resolved to approve,
and are recommending that shareholders approve, the CEO Compensation Package.
Required Vote
The affirmative
vote of holders of the majority of the Shares represented and voting on this proposal at the Meeting in person, by proxy or by electronic voting, is required for the approval of the foregoing resolution. In addition, the shareholder
approval must also include the Disinterested Majority (as defined above).
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The Companies Law, as supplemented by the Relief Regulations, requires that each shareholder voting on a proposed resolution requiring a Disinterested Majority inform the Company whether or not
he or she is a controlling shareholder or has a personal interest in the proposed resolutions. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of
the company, otherwise than by reason of being a director or other office holder of the company, and a person is deemed to have a personal interest if any member of the shareholder’s immediate family, or the immediate family of a shareholder’s
spouse, has a personal interest in the adoption of the proposals. In addition, you are deemed to have a personal interest if a company, other than Camtek, which is affiliated with you, has a personal interest in the adoption of the proposals.
Such company is a company in which you or a member of your immediate family serves as a director or CEO, has the right to appoint a director or the CEO, or owns five percent (5%) or more of the outstanding shares. However, you are not deemed to
have a personal interest in the adoption of the proposals if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.
Please note that we
consider it highly unlikely that any of our shareholders (other than Chroma, Priortech, Messrs. Amit and Stern, who are deemed to control Priortech, and Mr. Huang who is deemed to control Chroma) is a controlling shareholder or has a
personal interest in the approval of the above-mentioned proposal. However, as required under the Companies law, as supplemented by the Relief Regulations,
you should actively inform Camtek whether you are a controlling shareholder or have a personal interest in this proposal
It is proposed that at the Meeting, the following resolutions be adopted:
“RESOLVED, to approve the CEO Compensation Package - all upon the terms described in this Item D of the Proxy Statement for the 2024 Annual General Meeting of
Shareholders”.
The Board of Directors recommends a vote FOR the approval of the proposed resolutions.
As Mr. Amit has a personal interest in the foregoing proposed resolution, he refrained from making a recommendation with respect thereto.
Further, as a result of the Voting Agreement, Messrs. Stern, Tseng and Huang have also refrained from making a recommendation with respect to such
resolution.
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ITEM F
AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION
Background
Under the Companies Law, any amendment to a public company’s articles of association requires approval by the company’s shareholders. Under the
Company’s existing Articles of Association (the “Current Articles”), a resolution adopted in a General Meeting by a simple majority of the voting power represented at the meeting in person or by proxy and
voting thereon is required to approve any amendment to the Current Articles.
As part of our ongoing commitment to maintain corporate governance best practices, and adhere to changing market practices and regulatory environment,
as well as gained experience with our Current Articles, we propose to amend selected articles within our Current Articles. These modifications aim to benchmark our corporate framework against market standards, enhance procedural efficiency
established under our Current Articles, and address miscellaneous administrative updates for the purposes of corporate “housekeeping”, such as the correction of outdated references, clarification of ambiguous language, and the incorporation of
various administrative updates that will improve the cogency and functionality of our Articles of Association, reflecting the ways in which our Company and market practice have evolved.
Further, on March
13, 2024, the 10th amendment to the Relief Regulations became effective (the “Regulations Amendment”). This amendment designed to ease the regulatory burden on Israeli companies listed for trading on certain foreign
stock exchanges detailed in the Israeli Securities Law, including Israeli companies that are dually listed for trading on the Tel-Aviv Stock Exchange and such foreign stock exchanges. It is also proposed to amend the Current Articles to
align with key developments made available by the Regulations Amendment.
General
The proposed main amendments to the Current Articles are described below and are marked in the revised version of the Current Articles attached to this Proxy Statement as Exhibit B (the “Amended Articles”).
| • |
The definition of the Companies Law, which includes a reference to the Regulations, shall be amended to clarify that the Companies Law will be read to be as supplemented by the Regulations.
|
| • |
Section 18.3(b)(iv) shall be amended to reflect the recent development
imposed by the Regulations Amendment, implying that a shareholder proposal that concerns a board nominee proposal may be suggested by a shareholder holding at least 5% of the voting rights of the Company.
|
| • |
Section 18.3(c) shall be added
to the Amended Articles and will regulate the procedure by which a shareholder is allowed to request the Board to add items to the agenda of a shareholders general meeting, or to demand the convening of a shareholders general meeting
(collectively, a “Proposing Shareholder”). In such an event, a Proposing Shareholder will provide, among other things, share holdings’ data, and
describe arrangements and transactions relating to the matter and/or between the Proposing Shareholder and other Proposing Shareholders. This clarification is designed to establish clear guidelines by which the Board may reasonably
articulate specific expectations or requirements of shareholders as we wish to clarify that the procedures relating to the convening of a shareholders’ meeting, including but not limited to the legal entity entitled to demand the
convening of a general meeting, or issue an applicable notice or proxy card, will be in line with the Companies Law, as supplemented by the Foreign Listed Regulations. We believe that the establishment of certain Israeli law
provisions in our Amended Articles serves our shareholders that will be provided with clearer view of the legal framework governing the Company’s corporate procedures.
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29
| • |
Section 18.4(a)(1) shall be amended to require the Board to convene a
Special Meeting in accordance with the Companies Law (as supplemented by the Relief Regulations).
|
| • |
Section 18.4(c) shall be added to our Amended Articles, as we wish to
clarify that the procedures relating to the convening of a shareholders’ meeting, including general meeting notice publication timeframe, and the legal entity entitled to demand the convening of a general meeting, or issue an
applicable notice or proxy card, will be in line with the Companies Law, as supplemented by the Foreign Listed Regulations. We believe that the establishment of certain Israeli law provisions in our Amended Articles serves our
shareholders that will be provided with clearer view of the legal framework governing the Company’s corporate procedures
|
| • |
Section 18.6(b) of our Current Articles requires the presence, in
person or by proxy, of two or more shareholders holding shares conferring in the aggregate twenty-five percent (25%) of the voting power in our Company for a quorum to be deemed present at a general meeting of our shareholders. As we
currently experience high shareholder participation and engagement, we propose to reinstate the quorum requirement to thirty-three-point three percent (33.3%).
|
| • |
Our Amended Articles will further establish, under Sections 19.3 and 19.5(d) that the appointment and removal of Directors from office will be held at annual general meetings of our shareholders. We
believe that this amendment well balance between the ability to remove directors and the interest of keeping the Company and Board focused during the year on the Company’s business, as our directors are appointed to a short one-year
term of service. A removal in between annual general meetings, in an extraordinary general meeting of our shareholders, will be available in connection with removal for Cause (“Cause” shall mean the circumstances listed under Sections
226-226A to the Companies Law).
|
| • |
The Amended Articles further add clarity, under Section 19.4, to the procedure of nomination to our Board of Directors of nominees proposed by our shareholders, including establishing clear
guidelines to the disclosure requirements from director nominees proposed by a Proposing Shareholder (an “Additional Nominee”). We believe that adding clarity to such procedures will allow for an increased visibility for our
shareholders and potential director nominees.
|
It is clarified that in case the Amended Articles are not approved - the Current Articles will remain in full force and effect.
Required Vote
The affirmative vote
of the holders of Shares representing a majority of the voting power present at the Meeting, in person, by proxy or by electronic voting, and voting thereon, is required for the approval of the Amended Articles.
It is proposed that at the Meeting the following resolution be adopted:
“RESOLVED, that the Amended Articles, in the form attached as Exhibit B to the Proxy Statement for the 2024 Annual General Meeting of Shareholders, be approved, and the
Company's Articles of Association be reinstated and replaced by such Amended Articles".
The Board recommends a vote “FOR" approval of the proposed resolution.
30
ITEM G
RE-APPOINTMENT OF INDEPENDENT AUDITOR
Background
The Companies Law and our Articles provide that a certified accountant be appointed as an independent auditor of the Company at the annual general meeting of the
shareholders of the Company, and that the independent auditor serve in this position until immediately following the date of the next annual general meeting, or until such later time as determined at the annual general meeting, provided that
the auditor shall serve no longer than until the end of the third annual general meeting after the annual general meeting in which such auditor was appointed. An independent auditor who has completed a period of appointment as aforesaid may be
reappointed. The Company may appoint several auditors to conduct the audit jointly. In the event the position of an auditor has become vacant, and the Company does not have an additional auditor, the Board shall convene a special meeting of
shareholders as soon as possible to appoint an auditor.
General
At the Meeting, shareholders will be asked to re-appoint Somekh Chaikin, a member firm of KPMG International (“Somekh Chaikin”), as
independent auditor of the Company, for the fiscal year ending December 31, 2024, for the year commencing January 1, 2024 and until the next annual general meeting of shareholders, and to authorize the Company’s Board, 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.
Somekh Chaikin was first appointed as the Company’s independent auditor at the 2006 annual general meeting of shareholders. Over the years, and until 2022, Somekh Chaikin
served as joint independent auditor of the Company, but as a sole auditor for all SEC filings.
The Company’s Audit Committee and Board of Directors have reviewed and are satisfied with the performance of Somekh Chaikin. Accordingly, the Board of Directors recommended
the re-appointment of Somekh Chaikin as the Company’s sole independent auditor for the fiscal year ending December 31, 2024, for the year commencing January 1, 2025 and until the next annual general meeting of shareholders, and to authorize the
Company’s Board, 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.
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the Company’s independent auditor, Somekh Chaikin. These services may include
audit services, tax services and other consulting services. Additional services may be pre-approved by the Audit Committee on an individual basis. Once services have been pre-approved, the Company’s independent auditor and management then
report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed.
According to the Articles, the Board is authorized to determine, following the recommendation of the Audit Committee, the basis of the Company’s independent auditor’s
compensation in accordance with the volume and nature of the services rendered by him. The following table presents information regarding the aggregate amount of fees paid by the Company to Somekh Chaikin for their services to the Company for
the fiscal year ended December 31, 2023:
31
|
Services Rendered
|
Fees
|
|||
|
|
||||
|
Audit fees[1]
|
US |
$
|
365,300
|
|
|
Audit-Related Fees[2]
|
US |
$
|
134,000
|
|
|
Tax Fees[3]
|
US |
$
|
69,000
|
|
|
Total
|
US |
$
|
568,300
|
|
Approval of the re-appointment of Somekh Chaikin as the Company’s independent auditor is now being sought from the Company’s shareholders.
Required Vote
The affirmative vote of holders of Shares representing a majority of the Ordinary Shares present at the Meeting, in person, by proxy or through the Electronic Voting
System, is required for the re-appointment of Somekh Chaikin as independent auditor of the Company for the fiscal year ending December 31, 2024, for the year commencing January 1, 2025 and until immediately following the next annual general
meeting of shareholders, and for authorizing the Board, following the Audit Committee’s recommendation, to determine the independent auditor’s fees for the term of his appointment.
It is proposed that at the Meeting the following resolution be adopted:
“RESOLVED, that: (i) Somekh Chaikin, a member firm of KPMG International, be re-appointed as the
independent auditor of the Company, for the fiscal year ending December 31, 2024, for the year commencing January 1, 2025 and until immediately following the 2025 annual general meeting of
shareholders; and (ii) the Board shall be authorized to determine the fees for Somekh Chaikin, at the Audit Committee’s recommendation, for the term of their service, according to the nature and volume
of their services.”
The Board recommends a vote FOR the approval of the proposed resolution.
| [1] |
Audit Fees: the audit fees for the year ended December 31, 2023 and 2022 were for professional services rendered for the integrated audit of Camtek’s annual consolidated financial statements and its internal controls over financial
reporting and services that are normally provided by independent registered public accounting firm in connection with statutory and regulatory filings or engagements, including consultancy and consents with respect to an underwritten
public offering and related prospectus supplements filed with the SEC.
|
| [2] |
Audit-Related Fees rendered during 2023 by our auditor included financial due diligence in connection with the FRT transaction.
|
| [3] |
Tax Fees rendered during 2023 and 2022 by our auditor were for tax compliance, tax planning and tax advice.
|
32
DISCUSSION OF THE AUDITOR’S REPORT AND
THE COMPANY’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2023
At the Meeting, shareholders will also have an opportunity to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2023, as
required by the Companies Law. This item will not involve a vote of the shareholders.
The Company’s 2023 audited consolidated financial statements and auditor’s report, as well as the Company’s annual report on Form 20-F for the year ended December 31, 2023
(filed with the SEC on March 21, 2024), may be viewed on the Company’s website: http://www.camtek.com, through the EDGAR website of the SEC at www.sec.gov, through the ISA’s electronic filing system at: http://www.magna.isa.gov.il, or
through the website of the TASE at: http://maya.tase.co.il. None of the independent auditors’ report, audited consolidated financial statements, Form 20-F or the contents of our website form part of the proxy solicitation material.
|
|
By Order of the Board,
Moty Ben-Arie
Chairman of the Board of Directors
August 15, 2024
|
33
Exhibit A
Executives & Directors Compensation Policy
| A. |
Overview
|
| 1. |
Policy Guidelines
|
| 1.1. |
Our Company provides inspection and metrology solutions dedicated to increasing production yield and products reliability, enabling and supporting customers’ latest technologies in the semiconductor industry.
|
| 1.2. |
Our vision and business strategy is directed towards growth, profitability, innovation, and customer focus, all with a long term perspective.
|
| 1.3. |
Our uncompromising commitment to excellence is based on performance, responsiveness and support. The Company’s success in fulfilling its commitments and long term vision and strategy relies on the excellence of its human resources
through all levels and on creating appropriate incentives for our employees and executives. Thus, we believe that the Company’s ability to achieve its goals requires us to recruit, motivate and retain high quality and experienced leadership
team and directors.
|
| 1.4. |
Therefore, we believe in creating a comprehensive, customized compensation policy for our Office Holders (the “Policy”), which shall enable us to attract and retain highly qualified and talented
Office Holders. Moreover, the Policy shall motivate our Office Holders to achieve ongoing targeted results in addition to a high-level business performance in the long term, all, without encouraging excessive risk-taking.
|
| 1.5. |
The Policy sets forth our philosophy regarding the Terms of Office and Employment of our Office Holders and is designed to allow us to be responsive to marketplace changes with respect to compensation levels and pay practices.
|
| 1.6. |
The Policy provides our Compensation Committee and Board of Directors (the “Board of Directors”) with adequate measures and flexibility, to tailor each of our Executive’s compensation package
based, among others, on geography, applicable market terms, tasks, role, scope of position, seniority, skills and capability.
|
| 1.7. |
The Policy shall maintain consistency in the way Office Holders are compensated.
|
| 1.8. |
The Policy shall provide the Compensation Committee and the Board of Directors with guidelines as to exercising their discretion under the Company’s equity plans.
|
| 1.9. |
The Policy is guided by the applicable principles set forth in the Law.
|
| 2. |
Policy Principles
|
| 2.1. |
The Policy shall guide the Company’s management, Compensation Committee and Board of Directors with regard to the Office Holders’ compensation.
|
| 2.2. |
The Policy shall be reviewed from time to time by the Compensation Committee and the Board of Directors, to ensure its compliance with applicable law and regulations as well as market practices and its conformity with the Company’s
targets and strategy. As part of such a review, the Compensation Committee and the Board of Directors will analyze the appropriateness of the Policy in advancing achievement of the Company’s goals, considering, among others, then prevailing
market practices as well as the implementation of the Policy by the Company during previous years.
|
| 2.3. |
Any proposed amendment to, or renewal of, the Policy, shall be brought before the shareholders of the Company (the “Shareholders”) who shall in any event review and re-approve the Policy at least
every three years, or as otherwise required by Law.
|
| 2.4. |
The approval procedures of Terms of Office and Employment as well as relevant background materials provided to the Compensation Committee and Board of Directors shall be documented in detail and such documentation shall be kept in the
Company’s offices for at least seven years following approval.
|
| B. |
General
|
| 1. |
The Company’s CEO shall be entitled to approve non-material changes (not exceeding 5% of the aggregate value of the Total Cash Compensation for such calendar year) in the Terms of Office and Employment of Executives subordinate to the
CEO, without seeking the approval of the Compensation Committee.
|
| 2. |
This Policy is set as guidance for the Company’s relevant organs, with respect to matters involving the compensation of its Office Holders, and is not intended to, and shall not confer upon any of the Office Holders, any rights with
respect to the Company.
|
| C. |
Executive Compensation
|
| 1. |
When examining and approving the Executives’ Terms of Office and Employment, the Compensation Committee and Board of Directors shall review the following factors, and shall include them in their considerations and reasoning:
|
| 1.1. |
The Executive’s education, skills, expertise, professional experience and specific achievements.
|
| 1.2. |
The Executive’s role and scope of responsibilities and in accordance with the location in which such Executive is placed.
|
| 1.3. |
The Executive’s previous and current cost of compensation.
|
| 1.4. |
The Company’s performance, market cap and growth, and general market conditions.
|
| 1.5. |
The ratio between the Executive’s compensation cost, including all components of the Executive’s Terms of Office and Employment, and the cost of compensation (including all components thereof) of the Company’s employees, in particular
with regard to the average and median ratios, and the effect of such ratio on workplace relations inside the Company as defined by the Law.
|
| 1.6. |
Comparative information, as applicable, to former Executives in the same or similar positions, to other positions with similar scopes of responsibilities inside the Company, and to Executives with same or similar positions in peer
companies globally spread (a “Benchmark”). The Company shall determine the Company’s comparative peer groups to be examined under each Benchmark. The Benchmark shall include companies similar in
parameters such as, among others, revenue, market cap, field of operation, annual income, number of employees, country of operation etc. The comparative information, shall address various components of compensation, as shall be applicable,
including without limitation the base salary, variable cash incentives and equity and will rely, as much as possible, on external surveys.
|
A - 2
| 2. |
The compensation of each Executive shall be composed of, some or all, of the following components:
|
| i. |
Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs;
|
| ii. |
Variable components, which may include: cash incentives and equity based compensation;
|
| iii. |
Separation package;
|
| iv. |
Directors & Officers (D&O) Insurance;
|
| v. |
Indemnification and exemption; and
|
| vi. |
Other components, which may include: change in control, relocation benefits, leave of absence, etc.
|
| 3. |
Our philosophy is that our Executives’ compensation mix shall comprise of the above components, all in accordance with the position and responsibilities of each Executive, and taking into account the incentive that each component is
supposed to serve, as detailed in this Policy.
|
| 4. |
The compensation package shall be reviewed with each Executive as may be required from time to time, but at least once every three years.
|
| 5. |
Base Salary:
|
| 5.1. |
Company’s Executives shall be paid a cash salary (“Base Salary”) on a monthly basis.
|
| 5.2. |
The purpose of the Base Salary is to provide cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience (both inside and outside the Company) and comparative information,
such as the Benchmark, thereby creating an alignment between the Executive’s Base Salary and the aforementioned criteria, and ensuring the Company’s market global competitiveness in attracting Executives. The Compensation Committee and
Board of Directors shall continue to exercise caution in implementing any Base Salary increases, to ascertain that any such increases, if and when approved, are reasonably and moderately made; As a guideline, the Compensation Committee and
Board of Directors shall not approve such increases more than once every 3 years.
|
| 5.3. |
Our Compensation Committee and Board of Directors shall determine, from time to time, the target percentile, and/or range of percentiles, that our Executives’ base salary shall meet, with respect to the peer group companies examined
under the appropriate Benchmark; such percentile shall not exceed the 50th percentile, unless the Compensation Committee and Board of Directors deem that unique and special circumstances warrant a deviation from such cap.
|
| 5.4. |
The value of the annual Base Salary out of the Total Compensation of each of our Executives shall be designed not to be more than 70% of such Executive’s Total Compensation.
|
A - 3
| 6. |
Benefits
|
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 general employee benefits package (such as: private medical insurance, disability and life insurance, transportation (including Company car, a Company’s leased car or transportation allowance)1
fully covered by the company including any tax gross up or tax payments incurred in this regard, education fund, etc.) – all in accordance with applicable local practices and legal requirements.
|
| 6.1.3. |
An Executive will be entitled to sick days and other special vacation days (such as recreation days), in accordance with local standards and practices.
|
| 6.1.4. |
An Executive may be entitled to vacation days (or redemption thereof), in correlation with the Executive’s seniority and position in the Company (generally up to 25 days annually), subject to the minimum vacation days’ requirements per
country of employment as well as the local national holidays.
|
| 6.1.5. |
Additional benefits in excess of those detailed in Sections 6.1.1 - 6.1.4 above, the aggregate value of which, for each of our Executives, shall not exceed 10% of such Executive’s annual base salary (excluding with respect to
relocation).
|
| 7. |
Variable Components
|
| 7.1. |
When determining the variable components as part of an Executive’s compensation package, the contribution of the Executive to the achievement of the Company and business unit’s goals, revenues, profitability and other key performance
indicators shall be considered, taking into account the Company and the business unit’s long term perspective and the Executive’s position.
|
| 7.2. |
Variable compensation components shall be comprised of cash components the majority of which shall be 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. |
Cash incentive payments to our Executives shall be determined based on the Company’s and business unit’s performance and on their individual performance and contribution to the Company.
|
| 8.1.2. |
Performance-based cash incentive compensation are intended to motivate and incentivize the Executive towards reaching Company, business unit and individual’s periodical and long-term goals and targets, and to reward periodical
accomplishments in order to align Executive’s objectives with the Company’s, thus maintaining market competitiveness in attracting Executives.
|
1 In this case such payment shall be added to the Executive’s Base Salary.
A - 4
| 8.1.3. |
For each calendar year, our Compensation Committee and Board of Directors shall adopt a cash incentive plan (the “Cash Plan”) which will set forth, for each Executive, targets which form such
Executive’s on target cash payment (which shall be referred to as the “On Target Cash Plan”), and the rules or formula for calculation of the Cash Plan payment once actual achievements are known.
|
| 8.1.4. |
The Compensation Committee and Board of Directors may include in the Cash Plan predetermined thresholds, caps, multipliers, accelerators and deccelerators to corelate an Executive’s Cash Plan payments with actual achievements.
|
| 8.1.5. |
The On Target Cash Plan of each Executive shall be calculated based on such Executive’s base salary, and shall not exceed: (i) with respect to the CEO-
100% of the annual Base Salary; and (ii) with respect to other Executives- 75% of the annual Base Salary.
|
| 8.1.6. |
The annual Cash Plan payment for each Executive in a given year shall be capped as determined by our Board of Directors, but in no event shall exceed 200% of the On Target Cash Plan.
|
| 8.1.7. |
In the event that in a given year the Company’s NON GAAP Net Profit shall be less than US$6,000,000 (or a higher amount in the event determined so by the Board oof Directors in a given year) - no annual Cash Plan payment shall be paid to
Executives.
|
| 8.1.8. |
At least 50% of the On Target Cash Plan targets shall be measurable. Such targets may be 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
|
| • |
Earning per share.
|
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 criteria shall include individual objectives defined in advance, based on, among others, the Executive’s expected performance and contribution with respect to such objectives.
| 8.1.9. |
The targets, as well as their weight and cap, shall be determined in accordance with the Executive’s position in the Company, the Executive’s individual roles, and the Company and the applicable business unit’s long term and short term
targets. The measurable targets shall include financial targets, which shall together weigh at least: (i) 50% of the On Target Cash Plan for headquarters Executives (such as CFO, VP Operations/COO, VP HR etc.) and (ii) 40% of the On Target
Cash Plan of other Executives (such as, business unit VP etc).
|
A - 5
With respect to an Executive managing a business unit - at least 30% of the On Target Cash Plan shall be measurable target based on such Executive’s unit and personal targets
| 8.1.10. |
The Board of Directors shall be authorized, under circumstances it deems exceptional, when the Company’s targets are amended during a particular year, to determine whether, and in which manner,
such amendment 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 acquisitions, divesture,
organizational changes or material change in the business environment.
|
| 8.2. |
Change In Control Cash Payment
|
| 8.2.1 |
Our Compensation Committee and Board of Directors shall be authorized to grant an Executive, in connection with an event of a change in control, a cash payment of up to 6 monthly Base Salaries, provided that in such change in control
event which results in the receipt by the Company (or its shareholders) of consideration with a value representing, a premium of at least 40% above the average of the closing prices per share of the Company’s ordinary shares as quoted on
the Nasdaq Stock Market over 20 trading days ending one day prior to the execution of the term sheet (or similar instrument) for such change of control event, such cash payment may be increased up to a total of 12 monthly Base Salaries of
such Executive.
|
| 9. |
Equity Based Compensation
|
| 9.1. |
The Company may grant its Executives, from time to time, equity based compensation, which may include any type of equity, including without limitation, any type of shares, options, restricted share units (RSUs), share appreciation
rights, restricted shares or other shares based awards (“Equity Based Components”), under any existing or future equity plan (as may be adopted by the Company), and subject to any applicable law.
|
| 9.2. |
The grant of Equity Based Components is intended to align the interests of the Executive with those of the Shareholders, by creating a correlation between the Company’s success and the value of the Executive’s holdings.
|
| 9.3. |
The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
|
| 9.4. |
When determining grants of Equity Based Components to Executives, the Compensation Committee and the Board of Directors shall take into account the interests of the Company’s investors and shareholders and the effect of such grants on
the dilution of its shareholders.
|
| 9.5. |
Any grants of Equity Based Components shall be in accordance with and subject to the terms of the Company’s then applicable equity plan and shall vest in installments, throughout a period which shall not be shorter than 3 years with at
least a 1 year cliff taking into account adequate incentives in a long term perspective.
|
A - 6
| 9.6. |
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.
|
| 9.7. |
The total yearly Equity Value granted shall not exceed (i) with respect to the CEO -
|
| 9.8. |
The Company shall balance the mixture of Equity Based Components taking into account the importance of motivating its Executives as well as its shareholders’
interest in limiting dilution, provided however that at least 50
|
| 10. |
Separation Package
|
| 10.1. |
The following criteria shall be taken into consideration when determining separation package: the duration of employment of the Executive, the terms of employment, the Company’s performance during such term, the Executive’s contribution
to achieving the Company’s goals and revenues and the retirement’s circumstances.
|
| 10.2. |
As a guideline, the notice period for the termination of an 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 payment in lieu such notice) by up to an additional 3 months.
|
| 10.3. |
Other than payments required under any applicable law, local practices, vesting of outstanding options or acceleration of options – if termination is in connection with a change in control, transfer or release of pension funds, manager’s
insurance policies, etc. - the maximum separation package of each Executive shall not exceed the value of a onetime Total Cash Compensation of such Executive’s. separation package shall include any payment and/or benefit paid to an
Executive in connection with such Executive’s separation, all as defined in section 1 of the Law.
|
| 11. |
Others
|
| 11.1. |
Relocation– additional compensation pursuant to local practices and law may be granted to an Executive under relocation circumstances. Such benefits shall include reimbursement for out of pocket
one time payments and other ongoing expenses, such as housing allowance, car or transportation allowance, home leave visit, participation in children tuition fee etc., all as reasonable and customary for the relocated country and in
accordance with the Company’s relocation practices, approved by the Compensation Committee and Board of Directors.
|
| 11.2. |
Our Compensation Committee and our Board of Directors may approve, from time to time, with respect to any Executive, if they deem to be required under special circumstances or in case of an exceptional contribution to the Company,
including in cases of retention or attraction of an Executive, the grant of a onetime cash incentive, of up to 50% the Executive’s annual Base Salary.
|
A - 7
| 12. |
Clawback Policy
|
| 12.1. |
Unless otherwise set forth under any applicable mandatory law or rule, including without limitations, the Companies Law, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the clawback-related listing standards of the Nasdaq Stock Market:
|
| 12.1.1. |
In the event of a restatement of the Company’s financial results, we shall seek reimbursement from our Office Holders of, and the Office Holder shall be required to repay to us any payment made due to erroneous restated data, with
regards to each Office Holder’s Terms of Office and Employment that would not otherwise have been paid. The reimbursement shall be limited to such payments made during the 3-year period preceding the date of restatement. The above shall not
apply in case of restatements that reflect the adoption of new accounting standards, transactions that require retroactive restatement (e.g., discontinued operations), reclassifications of prior year financial information to conform to the
current year presentation, or discretionary accounting changes.
|
| 12.1.2. |
Our Compensation Committee and Board of Directors shall be authorized not 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.
|
| 12.2. |
The Company has adopted a Clawback Policy, the initial form of which is attached hereto as Exhibit A (the “Clawback Policy”), intended to comply with
the requirements of the Companies Law, Section 10D of the Exchange Act, and the clawback-related listing standards of the Nasdaq Stock Market. In the event of a conflict between the Clawback Policy and this Policy, the Clawback Policy shall
prevail, and the provisions of Section 12.1 shall be deemed amended to conform to the requirements under the Clawback Policy.
|
D. Director Remuneration:
Our non-executive and non-controlling directors (including external directors) (the “Directors”) may be entitled to remuneration
composed of cash compensation 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 Directors, the Compensation Committee shall consider, among others, parameters it deems necessary in order to attract and retain highly
skilled and experienced directors.
A - 8
| 1. |
Cash Compensation:
|
| 1.1. |
The Company’s Directors shall be entitled to receive an equal cash fee per year and per meeting, as shall be determined from time to time subject to applicable provisions of the Law.
|
| 1.2. |
The Company’s non-executive Chairman of the Board of Directors shall be entitled to receive an annual base salary which shall in no event exceed US$250,000.
|
| 1.3. |
Company’s Directors shall be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors and of any committees of the Board of Directors, all in accordance with the Law.
|
| 2. |
Equity Based Compensation
|
| 2.1. |
Each of the Directors may be entitled to receive equity based compensation per year, which shall be approved by the shareholders of the Company, in accordance with applicable law which value shall not exceed US$100,000.
|
| 2.2. |
The Company’s non-executive Chairman of the Board of Directors may be entitled to receive equity based compensation per year, which shall be approved by the shareholders
of the Company, in accordance with applicable law which value shall not exceed US$150,000
|
|
|
Equity based compensation granted to our non-executive directors shall be granted under the existing or future equity plan of the Company.
|
| 1. |
The Office Holders shall be entitled to the same directors and officer’s indemnification and exemption of up to the maximum amount permitted by law, directors and officer’s liability insurance as shall be approved at the Compensation
Committee, the Board of Directors and our shareholders, all in accordance with any applicable law and the Company’s articles of association.
|
| 2. |
We shall be authorized to provide our Office Holders with a liability insurance policy which aggregate coverage shall be limited to the higher of (i) US$30,000,000, or (ii) 10% of the Company’s market cap (based on the average closing
price of the Company’s share on Nasdaq during the preceding 30 days), plus 20% additional coverage for claims-related costs, and the premium shall be up to US$1,000,000.
|
| 3. |
Our Compensation Committee shall be authorized to (i) increase the coverage purchased, and/or the premium paid for such policies, by up to 20% per year, without an additional shareholders’
approval, if and to the extent permitted under the Law, and (ii) with respect to a specific material transaction or a series of related transactions, constituting together a material transaction - to the
extent such insurance coverage is required in the opinion of our Compensation Committee, in order to provide adequate coverage for our directors and officers with respect to such a transaction – to purchase coverage in amounts of up to 3
times the then existing limit of coverage, with costs of up to 3 times the then existing limit of premium amounts; in both (i) and (ii) - without an additional shareholders' approval, if and to the extent permitted under the Law.
|
A - 9
|
|
F. |
Miscellaneous
|
| 1. |
The Compensation Committee and our Board of Directors shall be authorized 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.
|
| G. |
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 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 executive subordinated directly to the CEO,
all as defined in section 1 of the Law.
|
|
Executive
|
Office Holder, excluding 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 indemnify, 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 event that 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.
|
A - 10
Exhibit A
Clawback Policy
THE COMPANIES LAW, 5759-1999
ARTICLES
OF
CAMTEK LTD.
| 1. |
Interpretation And Definitions
|
| 1.1 |
In these Articles each term specified below shall have the definition appearing beside it, except if the context otherwise dictates.
|
| including |
including without limitation
|
| The Companies Law |
the Companies Law, 5759-1999, as amended from time to time (together with
|
| The Office |
the registered office of the Company.
|
| Majority(1) |
with respect to voting at meetings of the Shareholders - a simple majority determined in accordance with the voting rights attached to the Shares; provided, however, that abstaining votes are not
counted;
|
| (2) |
with respect to voting 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
|
| Share Certificate |
(“Te’udat Menaya”) as the term is used in the Companies Law.
|
| 1.2 |
Capitalized terms contained in these Articles shall have the meanings assigned to them herein; capitalized terms not defined herein shall have the meaning assigned thereto in the Companies Law, as shall be in effect from time to time.
|
| 1.3 |
Sections 4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981, shall apply, mutatis mutandis, to the interpretation of these Articles.
|
| 1.4 |
The captions contained in these Articles are for convenience only and shall not be deemed a part hereof or affect the interpretation or construction of any provision hereof.
|
| 2. |
The Name Of The Company
|
| In Hebrew: |
קמטק 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 |
The Company may contribute a reasonable amount for a worthy cause, even if such contribution is not within the framework of the Company’s business considerations.
|
| 4. |
The Authorized Share Capital Of The Company
|
| 4.1 |
The authorized share capital of the Company is NIS 1,000,000, divided into 100,000,000 Ordinary Shares of NIS 0.01 each. All Ordinary Shares issued by the Company shall be issued in registered form.
|
| 4.2 |
The rights attached to the Ordinary Shares will be all the rights in the Company, and Ordinary Shares shall entitle the holders thereof to vote at shareholders’ meetings and to participate, parri passu
and in accordance with the nominal value of the Ordinary Shares held by such Shareholder, in distributions of dividends and in distributions of funds and surplus assets in the liquidation of the Company.
|
| 4.3 |
The Company may, by resolution adopted by a Majority of the Shareholders voting at the General Meeting, increase the authorized share capital of the Company, and may cancel authorized share capital that has not been issued if there is no
undertaking of the Company, including a contingent undertaking, to issue such shares.
|
| 4.4 |
Subject to the provisions of the Companies Law, the Company may, by a resolution adopted by a Majority of the Shareholders voting at the General Meeting, amend the rights attached to all or any of its authorized share capital, whether
issued or not, create new classes of shares, and/or attach different rights to each class of shares, including special or preferential rights and/or different rights from those attached to the existing shares, including redeemable shares,
deferred shares, et cetera.
|
| 4.5 |
The Company may, by resolution adopted by a Majority of the Shareholders voting at a General Meeting, consolidate, divide and/or redistribute the share capital of the Company to shares without any par value and/or to shares with a higher
or lower par value and/or to different classes of shares.
|
B - 2
| 5. |
Liability Of The Shareholders
|
| 5.1 |
The liability of a Shareholder for the obligations of the Company will be limited to the amount of the consideration (including the premium) for which his shares were issued to him, but not less than the par value of such shares; except
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 liability will be limited to the amount of the consideration for which said shares were issued to him.
|
| 5.2 |
The Company may not alter the liability of a Shareholder or obligate him to acquire additional shares, without his consent.
|
| 6. |
Amending The Articles
|
| 6.1 |
The Company may amend these Articles by resolution of the Majority of the Shareholders voting at a Special Meeting, except as otherwise provided in the Companies Law.
|
| 6.2 |
Any amendment to these Articles will become effective on the date of the resolution adopting such amendment, unless the Companies Law or said resolution provides that such amendment will come into force at a later time.
|
| 6.3 |
The Company may not amend a provision contained in these Articles requiring a special majority to amend or to change these Articles or any provision hereof, 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 Companies Law, the Company may enter into a transaction with an Officer and/or a Controlling Person, or with another person
with respect to which 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 |
Granting an Exemption from the Duty of Care
|
The Company may grant an Officer, in advance, an exemption from his liability, in whole or in part, for damages resulting from a breach of his duty of care to the Company,
subject to and in accordance with the provisions of the Companies Law, and provided that the Company shall not exempt any Officer from liability arising from any of the following:
| (a) |
a breach of the duty of loyalty, except, to the extent permitted by the Companies Law, for a breach of a duty of loyalty to the Company while acting 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) |
any Action taken with the intention of making an unlawful personal gain; or
|
| (d) |
a fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings (“Kofer”) imposed on such Officer.
|
B - 3
| 8.2 |
Insurance
|
| (1) |
The Company may, subject to and in accordance with the provisions 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:
|
| (i) |
Breach of duty of care to the Company, or to another person;
|
| (ii) |
Breach of duty of loyalty to the Company, provided the Officer acted in good faith and had reasonable grounds to assume that such act would not adversely affect the interests of the Company.
|
| (iii) |
A financial obligation imposed upon the Officer in favor of another person.
|
| (2) |
Without derogating from the aforementioned, subject to the provisions of the Companies Law and the Securities Law, 5728-1968 (the "Securities Law"), the Company may also enter into a contract to
insure an Officer, in respect of each of the following:
|
| (i) |
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 provisions of Chapter H'3 ("Imposition of Financial Sanctions by
the Israeli Securities Authority") of the Securities Law, or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee") of the Securities Law, or (3)
pursuant to the provisions of Chapter I'1 ("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 to the provisions of the Companies Law and the Securities Law, the Company may indemnify an Officer with respect to liabilities or expenses, as specified below, imposed on or incurred by him as a result of an Action taken in his
capacity as an Officer, as follows:
|
| (1) |
A financial liability imposed upon him in favor of another person by a court judgment, including a judgment given by way of compromise, or an arbitration award approved by court;
|
| (2) |
Reasonable litigation expenses, including attorney's fees, incurred 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 connection with a
criminal charge from which he was acquitted, or a criminal charge in which he was convicted of an offense that does not require proof of criminal intent (mens rea);
|
B - 4
| (3) |
Reasonable litigation expenses, including attorney’s fees, incurred by him as a result of an investigation or proceeding instituted against him by a competent authority, which concluded without the filing of an indictment against him and
without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against him but with the imposition of a financial liability in lieu of criminal proceedings
concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases "proceeding concluded without the filing of an indictment" 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);
|
| (4) |
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 provisions of Chapter H'3 ("Imposition of Financial Sanctions by
the Israeli Securities Authority") of the Securities Law, or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee") of the Securities Law, or (3)
pursuant to the provisions of Chapter I'1 ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law; and
|
| (5) |
Payment to an injured party, pursuant to section 52ND(a)(1)(a) of the Securities Law.
|
| (b) |
The total aggregate indemnification amount that the Company shall be obligated to pay to all of its Officers, shall not exceed an amount equal to twenty five percent (25%) of the shareholders' equity at the time of the indemnification.
|
| (c) |
The Company may undertake to indemnify an Officer as aforesaid, (i) prospectively, provided that in respect of Article 8.3(a)(1), the undertaking is limited to events which in the opinion of the Board of Directors are foreseeable in
light of the Company's actual operations when the undertaking to indemnify is given, and to an amount or criteria set by the Board of Directors as reasonable under the circumstances, and further provided that such events and amount or
criteria are set forth in the undertaking to indemnify, and (ii) retroactively.
|
The provisions of Articles 8.1, 8.2 and 8.3 above are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of the procurement of
insurance and/or in respect of indemnification (i) in connection with any person who is not an Officer, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Officer, and/or (ii) in connection
with any Officer to the extent that such insurance and/or indemnification is not specifically prohibited under law; provided that the procurement of any such insurance and/or the provision of any such indemnification shall be approved by the Audit
Committee of the Company.
B - 5
| 9. |
Securities Of The Company
|
| 9.1 |
General
|
The Company may have shares of different classes, redeemable Securities, Debentures, Secured Debentures, Series of Debentures or other Securities.
| 9.2 |
Redeemable Securities
|
| (a) |
The Company may create and/or issue redeemable Securities.
|
| (b) |
The Company may attach to redeemable securities the characteristics of shares, including voting rights and/or rights to participate in profits of the Company and/or 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 may redeem redeemable Securities in an amount, at the times, in the form, and from the sources specified by resolution of the Company.
|
| (d) |
Redeemable Securities will not be deemed part of the equity of the Company, unless the right of the Company to redeem such Redeemable Securities has been limited to the winding-up of the Company after having satisfied all of the
obligations of the Company to its creditors. In the event that the right of redemption has been limited as aforesaid, the provisions of sub-Article (c) above will not apply, and the Company 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 authority of the Board of Directors, subject to the provisions of the Companies Law.
|
| 10.2 |
The Board of Directors may issue shares and convertible Securities up to the limit of the authorized share capital of the Company, assuming the conversion of all convertible Securities at 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.
|
| 10.4 |
The Board of Directors may issue Debentures, Secured Debentures or Series of Debentures, within the scope of its authority to borrow on behalf of the Company. The aforesaid does not preclude the authority of the General Manager or any
other person designated for such purpose by the Board of Directors to borrow on behalf of the Company and to issue Debentures, promissory notes, or bills of exchange within the limits of his authority.
|
| 10.5 |
The Board of Directors will not issue a share the consideration for which is not to be paid in full in cash, unless the consideration for the shares has been detailed in a written document.
|
| 10.6 |
The Board of Directors may issue shares at a price below their par value, subject to the provisions of the Companies Law.
|
B - 6
| 10.7 |
The Company may, by resolution of the Board of Directors, pay a commission for underwriting and/or subscription and/or consent to subscribe and/or to underwrite shares or Securities of the Company, whether conditional or not. Such
commission may be paid in cash and/or in shares and/or other Securities, or any combination thereof.
|
| 10.8 |
The Board of Directors will arrange for the registration of the issuance of shares in the Shareholders Register immediately upon their issuance.
|
| 11. |
Share Certificate
|
| 11.1 |
A Shareholder registered in the Shareholders Register may receive from the Company, with respect to the fully paid-up shares registered in his name in the Shareholders Register, one (1) Share Certificate confirming such Shareholder's
ownership in the shares registered in his name, or, if approved by the Board of Directors, several Share Certificates each for one or more of such shares.
|
| 11.2 |
A Share Certificate will be issued bearing the signatures of those persons authorized to sign on behalf of the Company.
|
| 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 lost, defaced or spoiled, a new one may be issued in its place once 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 Board of Directors will determine the amount of the fee to be paid to the Company for issuing more than one Share Certificate to each Shareholder and/or for exchanging a Share Certificate.
|
| 11.6 |
The Board of Directors of the Company will specify the form, the content and the method of preparing or printing the Company's Share Certificates, except where the aforesaid is specified by the Regulations.
|
| 12. |
Reserved
|
|
13.
|
Calls on Shares
|
| 13.1. |
The Board may, from time to time, at its discretion, make calls upon Shareholders in respect of any sum unpaid on their shares (hereinafter: an “Obligation”) which has become due or which is not,
by the terms of issuance of which shares, payable at a fixed time. Each Shareholder shall pay to the Company the amount of every call so made upon him at the time(s) and place(s) designated in such call. A call may contain a call for
payment in installments.
|
| 13.2 |
Notice of any call shall specify the amount of the Obligation and shall be given in writing to the Shareholder(s) in question not less than fourteen (14) days prior to the time of payment as fixed therein, provided that at any time
before the due date of any such payment the Board may, by a notice to the Shareholder(s), revoke such call, or postpone the designated date(s) of payment.
|
B - 7
| 13.3 |
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call duly made upon one of the joint holders shall be deemed to have been duly made upon all of the joint holders.
|
| 13.4 |
If under the terms of issue of any share or otherwise, the payment in respect of such share is to be made in whole or in part by installments, whether such payment is at premium or at nominal value, then each such installment shall be
paid to the Company on the due 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 installment, and the provisions in these Articles which concern the call
on shares shall be applicable to such installments.
|
| 13.5 |
Any Obligation shall bear interest from the date on which it is payable until actual payment thereof at a rate equal to the then prevailing rate of interest for unauthorized overdrafts as charged by Bank Leumi Le-Israel B.M.
Notwithstanding the aforementioned, the Board of Directors may waive the interest payments in whole or in part.
|
| 13.6 |
The Board of Directors may, upon adoption of a resolution to such effect, allow any Shareholder to prepay any amount not yet payable in respect of his shares, and may approve the 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 derogate from any 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 shares which are registered in 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
of such a shareholder to the Company, whether personally or jointly with others, whether or not payment is due. 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 resolution to such effect, forfeit any 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 transferred in whole only, and not in part; however, if a share(s) has joint owners, any of the joint owners may transfer his rights in the share(s).
|
| 16.4 |
A transfer of shares shall require the delivery to the Company of a share transfer deed signed by the transferor and the transferee. If the Board of Directors does not refuse or decline to register such transfer of shares in accordance
with the provisions of these Articles, the Company will register the transfer of shares in the Shareholders Register as soon as is practicable. The transferor will remain a the owner of the shares to be transferred, until the name of the
transferee is recorded in the Shareholders Register as the owner of the shares.
|
B - 8
| 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 _____________ _________________ (hereinafter: the “Transferor”) hereby transfer to
______________ of _____________________________________ (hereinafter: the “Transferee”) _______ Shares of NIS ___ each in the undertaking called Camtek Ltd. to hold
unto the Transferee, subject to the conditions under which we held the same immediately before the execution hereof, and we, the Transferee, do hereby agree to accept and take the said Shares subject to the conditions aforesaid.
In Witness Whereof we have affixed our signature on this ___ day of the month of ________
year 20__.
Signature of the Transferor _________________
Witness to the signature: __________________
Signature of the Transferee _________________
Witness to the signature: __________________
| 16.6 |
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 transfer deed until a Share Certificate for the shares transferred, or other proof that the Board of Directors may demand in order to clarify the ownership of the transferor, shall be attached to the shares
being transferred;
|
| (d) |
decline to transfer shares until the Company has been paid a transfer fee as specified by the Board of Directors.
|
| 16.7 |
All Share Transfer Deeds will be delivered to the Company at the Office. A Share Transfer Deed which is recorded in the Shareholder Register will remain with the Company, and any Share Transfer Deed which the Board of Directors refuses
or declines to approve will be returned, upon demand, to whomever delivered it to the Company, together with the Share Certificate, 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.
|
B - 9
| 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 these Articles or in the Companies Law to another organ of the Company may be exercised by the Board of Directors, which shall have a residual authority.
|
| 17.5 |
An action taken without authority or in excess of authority may be approved retroactively by the proper organ of the Company.
|
| 18. |
General Meeting
|
| 18.1 |
The place of the General Meeting
|
| (a) |
The General Meeting will take place in Israel.
|
| (b) |
If the shares of the Company have been offered to the public outside of Israel or are registered or listed for trade outside of Israel, a General Meeting may also be conducted outside of Israel if the Board of Directors so resolves.
|
| 18.2 |
Participation in the General Meeting
|
| (a) |
Subject to the provisions of the Companies Law, a Shareholder may participate in the General Meeting.
|
| (b) |
A Shareholder entitled to participate in a General Meeting will be one who is a Shareholder at the date determined by the Board of Directors, subject to the Provisions of the Companies Law and the Regulations.
|
| (c) |
A Shareholder who is not registered in the Shareholders Register and who wishes to vote at a General Meeting shall prove to the Company his ownership in the shares, in the method specified in the Regulations.
|
| (d) |
A Shareholder who is the registered owner of more than one share of the Company may appoint different proxies for different shares of which he is the registered owner, provided that with respect to each specific share, only one person -
who may be either the Shareholder or a duly appointed proxy - may be present and vote at any General Meeting.
|
B - 10
| (e) |
A company or other corporate legal entity may authorize any person to be its representative at a General Meeting or execute and deliver a proxy on its behalf.
|
| (f) |
In the event a share is jointly owned, the joint owner whose name appears first in the Share Registry may participate in the General Meeting. If he is not present at the General Meeting, the joint owner whose name appears thereafter may
participate in that General Meeting, and so forth.
|
| (g) |
A Shareholder shall designate a proxy by signing an instrument of proxy in the form specified below, or in a similar or customary form which is acceptable to the Board; or, if shares of the Company are traded outside of Israel, in a form
which is in accordance with the applicable laws, rules or customs of the country 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 ____________, the owner of _____ Ordinary Shares in the Company, hereby appoint __________, ID / Company No. __________,
or in his absence ___________, ID No. ___________, as our proxy to participate and vote in the General Meeting of the Company convened for the __ day 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 _________, 20__.
|
_____________________
[Shareholder’s Signature]
|
| (h) |
The appointment of a proxy will be valid only if the proxy appointment notice is delivered to the Office or to another place specified by the Board of Directors 4 hours prior to the beginning of the meeting or presented to the Chairman
at such meeting.
|
| (i) |
If both a Shareholder and his proxy are present at a General Meeting with respect to the same shares, the appointment of the proxy shall be void with respect to such shares.
|
| (j) |
A vote cast in accordance with the instructions contained in any instrument appointing a proxy shall be valid, notwithstanding the death of the grantor or the revocation of the proxy, unless notice in writing of the death or revocation
had been received at the office of the Company, or by the chairman of the meeting, prior to the vote.
|
| (k) |
In the case of any dispute with respect to the right to participate in the General Meeting, the Chairman of the meeting will decide and his decision will be final and binding.
|
| (l) |
The Chairman of the General Meeting may prevent the participation therein of a person who is neither a Shareholder nor a proxy of a Shareholder, unless the General Meeting shall otherwise resolve. The General Meeting may resolve to
prohibit the participation of a person who is neither a Shareholder nor a proxy of a Shareholder.
|
B - 11
| 18.3 |
Annual Meeting
|
| (a) |
Convening an Annual Meeting
|
| (1) |
The Company will conduct each year an Annual Meeting (to the extent required by the Companies Law, no later than 15 (fifteen) months following the previous Annual Meeting).
|
| (2) |
If the Board of Directors does not convene an Annual Meeting as aforesaid, any Shareholder or Director may apply to the court to order that a Meeting be convened.
|
| (3) |
If it is impractical to convene an Annual Meeting or to conduct it in the manner fixed in these Articles and/or the Companies Law, the court may, upon application by the Company, by a Shareholder entitled to vote at the General Meeting
or by a Director, order that the Meeting be convened and conducted in the manner specified by the Board of Directors.
|
| (b) |
Agenda
|
| (1) |
The agenda of an Annual Meeting will include a discussion of the audited financial statements and the report of the Board of Directors, and may also include the following:
|
| (i) |
the appointment of Directors;
|
| (ii) |
the appointment of an Auditor;
|
| (iii) |
any other matter specified by the Board of Directors;
|
| (iv) |
any matter requested by shareholders of the Company entitled to request, according and to the extent set forth under the Companies Law, that the Board of Directors include a matter on the agenda of a General Meeting (“Proposing Shareholder(s)”)
|
| (2) |
Resolutions may be adopted at an Annual Meeting only in those matters specified in the agenda.
|
| (c) | Shareholder Proposal |
| (1) |
Any Proposing Shareholder(s), shall have the right to request that the Board of Directors shall include a matter on the agenda of a General Meeting, provided that the Board determines that the matter is appropriate to be considered at
a General Meeting (a “Proposal Request”).
|
| (2) |
The Proposal Request must comply with the requirements of and the timeline set by, these Articles, the Companies Law, and any applicable law. The Proposal Request must be in writing, signed by all the Proposing Shareholder(s) making
such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (if serving), the Chief Executive Officer, and the Chairman of the Company. The announcement of an adjournment or
postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above.
|
B - 12
| (3) |
In addition to any information required to be included under any applicable law, a Proposal Request must include the following: (i) the name, address, telephone number and email address of the Proposing Shareholder (or each
Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of
such shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company and
the Board of Directors of the record holding of such shares by the Proposing Shareholder(s) as of the date of the Proposal Request, which complies with the Companies Law, and a representation that the Proposing Shareholder(s) intends to
appear in person or by proxy at the General Meeting; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter and all supporting documentation, the reason that such matter is
proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting, (iv) a description of all arrangements or understandings between the
Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them
has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous
thirty six (36) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the
information that is required under the Companies Law and any other applicable law to be provided to the Company in connection with such matter, if any, has been provided to the Company.
|
| (4) |
The Board of Directors, may, to the extent it deems necessary in its reasonable discretion, (a) request that the Proposing Shareholder(s) provide additional information and supporting documentation necessary so as to include a
matter in the agenda of a General Meeting, as the Board of Directors may reasonably require and (b) revise the matter’s text as set forth under sub-item (c)(iii) above, to comply with the Companies Law.
|
|
A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or
associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect
opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit from security value or price changes, or (4) which
provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement,
interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement,
performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the
securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.
|
B - 13
| 18.4 |
Special Meetings
|
| (a) |
Convening a Special Meeting:
|
| (1) |
The Board of Directors will convene a Special Meeting:
|
| (i) |
upon its resolution to such effect;
|
| (ii) |
upon a demand made by the lesser of (a) 2 (two) Directors or (b) one-fourth of the Directors then serving;
|
| (iii) |
upon a demand made by Shareholders entitled to request, according and to the extent set forth under the Companies Law,
that the Board of Directors convene a General Meeting
|
| (2) |
If a demand is made to the Board of Directors to convene a Special Meeting as aforesaid, it will convene such Meeting
|
| (3) |
In the event that the Board of Directors fails to convene the Special Meeting, then the Director(s) who demanded the meeting, or part of the demanding Shareholder(s) that hold at least
half of the voting rights of such demanders, shall be permitted to publish a notice of a General Meeting or issue a proxy card only in the circumstances mentioned under Section 64 of the Companies Law.
|
A Special Meeting as aforesaid will take place, insofar as possible, in the same fashion as a General Meeting convened by the Board of Directors.
In the event such a meeting has been convened, the Company shall bear 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 - 14
| (b) |
Agenda
|
| (1) |
The agenda at a Special Meeting will be set by the Board of Directors; and if the Special Meeting is convened upon demand as specified in sub-Article(a) above, those matters
specified by the Directors or Shareholders who demanded 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, at the
discretion of the Board of Directors, to be included in the agenda of a General Meeting.
|
| (2) |
Only matters included on the agenda will be discussed at a Special Meeting.
|
| (c) |
Shareholder Convening a Special Meeting
|
The provisions set out in Article 18.3(c) shall apply to any shareholder or shareholders of the Company who is/are entitled to request, according and to
the extent set forth under the Companies Law that the Board of Directors convene a Special Meeting, as detailed under Article 18.4(a)(1)(iii) above, mutatis mutandis.
| 18.5 |
Notice of a General Meeting and the Date for its Publication
|
| (a) |
The form of notice of a General Meeting:
|
| (1) |
The notice of a General Meeting shall include:
|
| (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 shares of the Company are traded or listed for trade outside of Israel – any other matter that is required under the laws, rules or customs of the country 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, unless provisions with respect thereto are set forth in the Regulations and/or in any applicable other law,
regulations or rules.
| (2) |
A General Meeting may adopt a resolution different from that specified in the notice, if so provided under a Regulation.
|
| (b) |
Publication of notice of a General Meeting.
|
| (1) |
The Company shall not be required to deliver or serve notice ("Hodaa") of General Meeting or any adjournment thereof to any Shareholder.
|
| (2) |
Without derogating from the provisions of Article 18.5(b)(1) above, and subject to applicable law and stock exchange rules and regulations, the Company will publicize the convening of a General Meetings in any manner reasonably
determined by the Company and any such publication shall be deemed to have been duly made, given and delivered to all shareholders on the date on which it is first made, posted, filed or published, as applicable. The date of 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
|
B - 15
| 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) |
A quorum for a General Meeting is the presence, within one half an hour from the time specified for commencing the meeting, of at least 2 (two) Shareholders who hold in the aggregate at least
|
| (c) |
If a share is jointly owned, the joint owner’s name that appears first in the Shareholders Register will attend the General Meeting. If he does not attend, the joint owner whose name appears thereafter may attend the General Meeting, and
so forth.
|
(d) deleted
| (e) |
A Shareholder who is not entitled to vote at the General Meeting will not be deemed present at a General Meeting for the purposes of calculating a quorum.
|
| (f) |
If a quorum is not present within one half hour of the time specified for the commencement of the General Meeting, the General Meeting, if convened upon requisition under Sections 63(b)(1) or (2), 64 or 65 of the Companies Law, shall
be dissolved, but in any other case the General Meeting will be adjourned for one week to the same day, the same hour and the same place, or to a later date if so specified in the notice of the General Meeting.
|
| (g) |
If a quorum is not present within one half hour from the time set for commencing the adjourned General Meeting the General Meeting will take place regardless of whether a
quorum is present;
|
| 18.7 |
Validity Notwithstanding Defect
|
| (a) |
Subject to any applicable law, a resolution adopted by the General Meeting shall be valid and have full force and effect notwithstanding any defect in the notice, convening, procedure or conduct of the General Meeting in which it was
adopted, unless and until 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 time, place or manner in which a General Meeting was convened, a Shareholder who arrived at that General Meeting despite the defect shall not petition the court for the cancellation of a resolution adopted
at such General Meeting.
|
B - 16
| 18.8 |
The Chairman of the Meeting
|
| (a) |
A Chairman shall be elected for a General Meeting.
|
| (b) |
The Chairman, if any, of the Board of Directors, or any other Director or Officer 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 quorum is present may adjourn the meeting, or the discussion or resolution in any item on the agenda for the meeting, to another time or place to be specified.
|
| (b) |
At an adjourned General Meeting, the only matters to be discussed will be those matters on the agenda of the General Meeting with respect to which no resolutions have been adopted.
|
| (c) |
In the event the General Meeting is adjourned for more than 21 (twenty-one) days, the Company shall provide notices of the adjourned General Meeting in same manner required hereunder for the convening of a General Meeting.
|
| (d) |
If at the adjourned General Meeting a quorum is not present within one half hour from the time set for the commencement of the meeting, the General Meeting will take place regardless of the number or aggregate voting power of the
Shareholders present.
|
| 18.10 |
Voting at the General Meeting
|
| (a) |
Persons entitled to vote at the General Meeting:
|
| (1) |
Subject to the provisions of the Companies Law and these Articles, a Shareholder entitled to participate in a General Meeting may vote at that General Meeting.
|
| (2) |
No shareholder shall be entitled to vote at a General Meeting with respect to a specific share, unless he has paid all calls and all amounts then due by him in respect of the said share.
|
| (3) |
With respect to voting for jointly owned shares, the joint owner whose name first appears in the Shareholders Register will be entitled to vote; if he is not present, the joint owner appearing thereafter who attends the meeting may vote,
and so forth.
|
| (4) |
In the event of disputes with respect to voting rights, the Chairman of the meeting shall prevail and his decision shall be final and binding.
|
B - 17
| (b) |
Voting at General Meetings
|
| (1) |
Subject to special rights, conditions, privileges and/or restrictions which may be attached to a specific class of shares, each holder of share(s) which entitle their holder to vote, shall have one vote for each share held by him.
|
| (2) |
A Shareholder may vote at a General Meeting in person or by proxy, with respect to each share held by him which entitles him to vote, in accordance with Article 18.2(d) above. A shareholder who is entitled to participate and vote at a
General Meeting in respect of more than one share may vote on a resolution in one direction (in favor of, against, or abstain) in respect of any part of his shares, and on the same resolution, in other directions in respect of any other
part or parts of his shares.
|
| (3) |
In addition (a) a Shareholder may vote by way of Proxy Card in accordance with the provisions of the Companies Law or any other applicable law, on the matters specified therein, and provided it is completed and returned to the Company in
accordance with its terms ; and (b) a Shareholder who holds shares through member of the Tel Aviv Stock Exchange ("TASE"), may vote electronically via the 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) |
Subject to the provisions of the Companies Law and these Articles, all resolutions at a General Meeting will be adopted by a count of votes, in which a Majority of votes cast are in favor of the adoption of the resolution.
|
| (5) |
The announcement of the Chairman of the meeting that a resolution has been adopted or rejected, unanimously or by a certain majority, will be prima facie proof thereof.
|
| 18.11 |
Minutes of a General Meeting
|
| (a) |
The Company will prepare, at the Chairman's responsibility, minutes of the proceedings at a General Meeting; these minutes shall be signed by the Chairman of the General Meeting.
|
| (b) |
Minutes signed by the Chairman of the General Meeting will be deemed prima facie proof of their content.
|
| (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.
|
| 19.2 |
The number of the members of the Board of Directors shall be as set from time to time by resolution of the General Meeting, provided that there will be no fewer than 5 (five) nor more than 10 (ten) Directors (including External
Directors, as such term is defined in the Companies Law).
|
B - 18
| 19.3 |
Appointment of Directors
|
| (a) |
A Director, who is not an External Director, will be appointed by the Annal General Meeting and will serve until the conclusion of the next Annual Meeting. A Director appointed by an Annual General Meeting shall commence
serving at the conclusion of the Annual General Meeting in which he or she was appointed, unless a later date for the commencement of his or her tenure was specified in the resolution by which he was appointed.
|
| (b) |
The Board of Directors may appoint a Director to fill the place of a Director whose appointment has expired during the term, and may appoint a Director(s) if the number of
Directors then serving falls below the minimum number specified in Article 19.2 above. A Director so appointed shall commence his tenure from the date of his appointment, and will serve until the end of the next Annual General
Meeting following his appointment,
|
| (c) |
In the event that the tenure of a Director expires, or that the number of Directors then serving shall fall beneath the minimum number set forth in Article 19.2 above, the Board of Directors may continue to act, provided that the number
of Directors then serving shall be no fewer than half of said minimum number of Directors. In the event that the number of serving Directors shall fall below half of the minimum number set forth in Article 19.2 above, the Board of Directors
shall act only in an emergency and in order to convene a General Meeting for the election of Directors.
|
| 19.4 |
|
Additional Nominee.
| (a) |
Any Proposing Shareholder requesting to include on the agenda of an Annual General Meeting a nomination of a Person to be proposed to the Shareholders for election as Director (such person, an “Additional
Nominee”), may so request provided that it complies with these Articles, the Companies Law, and any other applicable law. Unless otherwise determined by the Board, a Proposal Request relating to Additional Nominee is deemed to be
a matter that is appropriate to be considered only at an Annual General Meeting in which Directors are to be appointed in accordance with the provisions of these Articles. The Proposal Request relating to an Additional Nominee shall
include all the information and supporting documentation required pursuant to Articles 18.3(c) and 18.3(d), all the information and supporting documentation required to be included such Proposal Request in accordance with these Articles,
the Companies Law and any other applicable law , and shall also include: (i) the name, address, telephone number, fax number and email address of the Additional Nominee and all citizenships and residencies of the Additional Nominee; (ii)
a description of all arrangements, relations or understandings between the Proposing Shareholder(s) or any of its affiliates and each Additional Nominee, including any Derivative Transaction; (iii) a declaration signed by the Additional
Nominee that he or she consents to be named in the Company’s notices and proxy materials relating to the Annual General Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be named in the
Company’s disclosures and filings, (iv) a declaration signed by each Additional Nominee as required under the Companies Law and any other applicable law and listing rules and regulations for the appointment of such an Additional Nominee
and an undertaking that all of the information that is required under law and listing rules and regulations to be provided to the Company in connection with such an appointment has been provided (including, information in respect of the
Additional Nominee as would be provided in response to the applicable disclosure requirements under Form 20-F, Form 10-K, Schedule 14A or any other applicable form or schedule prescribed by the U.S. Securities and Exchange Commission (the
“SEC”); (v) a declaration made by the Additional Nominee of whether he or she meets the criteria for an independent director and/or External Director, if applicable, of the Company under the rules
of the stock exchange on which the Company’s ordinary shares are then listed for trading, the Companies Law and/or under any applicable law, and if not, then an explanation of why not; and (vi) any other information required at the time
of submission of the Proposal Request by applicable law. In addition, the Proposing Shareholder shall promptly provide (prior to and as a condition to including any requested Additional Nominee on the agenda for the applicable Annual
General Meeting) any other information reasonably requested by the Company. The Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be entitled to publish
any information provided by a Proposing Shareholder pursuant to this Articles, and the Proposing Shareholder shall be responsible for the accuracy and completeness thereof.
|
B - 19
| 19.5 |
The expiration of the term of a Director
|
The term of a Director shall expire in any of the following instances and any other 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) |
Upon his removal by a resolution of the Annual General Meeting of the Company.
|
| (e) |
Upon his removal by a resolution of any General Meeting of the Company for Cause. For the purposes hereof “Cause” shall mean the occurrence of any of the circumstances listed under Sections 226-226A to
the Companies Law.
|
| (f |
In the event he or she has been declared bankrupt; or if a legal entity - it has adopted a resolution of voluntary liquidation or winding-up, or a liquidation order has been issued with respect thereto.
|
| 19.6 |
Alternate Director
|
| (a) |
A Director may appoint, dismiss and/or replace an individual who is qualified to serve as a director and who is not then a Director, as an Alternate Director. The appointment, replacement and/or dismissal of an Alternate Director shall
be by written notice by the appointing Director either to the Company or to the Chairman of the Board of Directors of the Company. Upon the expiration or termination of the tenure of the appointing Director, the tenure of the Alternate
Director appointed by him will also expire.
|
| (b) |
An Alternate Director will not be entitled to participate or vote at a meeting of the Board of Directors at which the appointing Director is present.
|
| (c) |
An Alternate Director shall have all the rights and obligations of the appointing Director, excluding the right to appoint an Alternate Director.
|
B - 20
| 19.7 |
The Chairman of the Board of Directors
|
| (a) |
Subject to the Companies Law, the Board of Directors may appoint a Chairman of the Board of Directors from amongst its members, by a resolution adopted by a Majority of votes.
|
| (b) |
The term of office of the Chairman of the Board shall be until the earlier of the termination of his tenure as a director and the adoption of a resolution as to the termination of his office as Chairman.
|
| (c) |
The Board of Directors may appoint a deputy and/or alternate Chairman of the Board of Directors.
|
| (d) |
The Chairman of the Board of Directors shall conduct the meetings of the Board of Directors and sign the minutes of the meeting. In the event that the Chairman of the Board of Directors is not present at a meeting of the Board of
Directors or is unable to fulfill his position, his position will be filled by the Deputy Chairman of the Board of Directors (if a Deputy Chairman of the Board of Directors has been appointed), who shall then have the authority of the
Chairman of the Board of Directors.
|
| (e) |
If both the Chairman of the Board of Directors and Deputy Chairman of the Board of Directors (if a Deputy Chairman of the Board of Directors has been appointed) are absent from a meeting of the Board of Directors, the Board of Directors
shall appoint at the commencement of the meeting one of its members to chair the meeting and to sign the minutes of the meeting.
|
Neither the Chairman of the Board of Directors nor another Director appointed to chair a meeting of the Board of Directors, including the alternate or Deputy
Chairman, shall have an additional or casting vote.
| 19.8 |
Meetings of the Board of Directors
|
| (a) |
Convening meetings of the Board of Directors and their location
|
| (1) |
The Board of Directors will convene meetings as dictated by the needs of the Company, and at least once every three (3) months.
|
| (2) |
Each meeting of the Board of Directors shall be held in the registered Office of the Company, unless the Board of Directors otherwise resolves. If a meeting of the Board of Directors shall take place outside of Israel, the Company will
bear travel and other reasonable expenses of the Directors incurred due to their participation in the meeting.
|
B - 21
| (3) |
The Chairman of the Board of Directors may convene a meeting of the Board of Directors at any time, subject to sub-Article (c) below.
|
| (4) |
The Chairman of the Board of Directors shall convene a meeting of the Board of Directors without delay, subject to sub-Article (c) (1) below, upon the demand of any two Directors, or if the Board of Directors has at such time five or
fewer serving Directors – upon the demand of one Director.
|
| (b) |
The Agenda at Board Meetings
|
| (1) |
The Agenda of the meetings of the Board of Directors shall be specified by the Chairman of the Board of Directors and will include all of the following:
|
| (a) |
matters specified by the Chairman of the Board of Directors, if any;
|
| (b) |
any matter which a Director or the General Manager has requested that 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) |
The Agenda at a meeting of the Board of Directors which is to be convened, in accordance with the provisions of the Companies Law, by a Director and/or by the General Manager and/or by the Auditor, shall include those matters for
discussion and/or resolution of which said meeting of the Board of Directors has been convened.
|
| (c) |
Notices of Meetings of the Board of Directors
|
| (1) |
Notice of the meeting of the Board of Directors shall be given to each Director orally or in writing, a reasonable time prior to the time of the meeting but not less than 48 hours prior to that meeting; provided, however, that in urgent
cases, and with the approval of the majority of the members of the Board of Directors, the Board of Directors may convene without giving any prior notice.
|
| (2) |
The time and place at which the meeting will be convened will be specified in the notice in reasonable detail, in addition to the items on the agenda of said meeting.
|
| (3) |
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.
|
| (4) |
At the meeting of the Board of Directors, only matters specified on the agenda will be discussed, unless all of the Directors are present at the meeting and have agreed to discuss a matter not on the Agenda.
|
B - 22
| (d) |
Participation in meetings of the Board of Directors
|
| (1) |
Subject to the provisions of the Companies Law and these Articles, any Director and/or Alternate Director, as the case may be, may participate in the meetings of the Board of Directors.
|
| (2) |
The General Manager may participate in Meetings of the Board of Directors and so may an Officer or another person invited to participate by the Chairman of the Board of Directors, by a Director and/or by the Board of Directors.
|
| (3) |
Notwithstanding the above, the Board of Directors shall be entitled to prevent any person who is not a Director or an Alternate 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 members of the Board of Directors then serving who are not prevented under the Companies Law from participating in the meeting, but in no
event less than two Directors.
|
| (2) |
No discussion shall be held at a meeting of the Board of Directors unless at the beginning of the meeting a quorum is present.
|
| (3) |
If within one-half hour from the time set for commencing the meeting of the Board of Directors, a quorum is not present, the meeting will be adjourned to the following day at the same place and at the same time. If at such adjourned
meeting of the Board of Directors a quorum is not present within a half an hour from the time set for commencing said adjourned meeting, the meeting may be held, and resolutions may be adopted, regardless of the number of participants.
|
| (f) |
Postponing a Meeting of the Board of Directors
|
| (1) |
At a meeting of the Board of Directors in which a quorum is present, the Board of Directors may resolve to adjourn the meeting to another time. At an adjourned meeting as aforesaid, only those items which were on the agenda for the
original meeting but with respect to which no resolution was adopted, may be discussed.
|
| (2) |
If a meeting of the Board of Directors is adjourned, the Company shall notify all of those Directors who were not present at such meeting, of the postponement.
|
| (3) |
In the event that a meeting of the Board of Directors has been adjourned as aforesaid for more than 7 (seven) days, the Company will notify all of the Directors of the adjourned meeting.
|
B - 23
| (g) |
Voting and the Adoption of Resolutions at Meetings of the Board of Directors
|
| (1) |
Each Director shall have 1 (one) vote.
|
| (2) |
Resolutions of the Board of Directors will be adopted by a Majority of all of the Directors voting with respect thereto.
|
| (h) |
Minutes of the Board of Directors
|
| (1) |
The Company shall prepare, at the responsibility of the Chairman of the Board of Directors, minutes of all of the procedures of the Board of Directors; these minutes shall be signed by the Chairman of the meeting.
|
| (2) |
Minutes approved and signed by the Chairman of the Board of Directors or by the Chairman of the meeting shall be prima facie proof of the contents thereof.
|
| (i) |
Holding Meetings of the Board of Directors by Telecommunications
|
| (1) |
The Board of Directors may hold meetings by any means of telecommunications, including video or telephone conference, provided that all of the Directors participating may hear each other simultaneously.
|
| (2) |
All participants in a meeting by telecommunications shall be deemed present at the meeting of the Board of Directors.
|
| (j) |
Adopting a Resolution of the Board of Directors without Meeting
|
| (1) |
The Board of Directors may adopt resolutions without convening a Meeting, providing that all of the Directors entitled to participate in and vote at the meeting have agreed thereto.
|
| (2) |
In the event a resolution has been adopted without convening as aforesaid, the Chairman of the Board of Directors, and if there is no Chairman, the Director who initiated the resolution, shall record the minutes of such resolution and
affix thereto the signatures of all of the Directors. Those minutes shall be deemed to be minutes of the Meeting of the Board of Directors.
|
| (k) |
Validity Notwithstanding Defect
|
Subject to any applicable law, a resolution adopted by the Board of Directors shall be valid and have full force and effect notwithstanding any defect in the notice, convening,
procedure or conduct of the meeting in which it was adopted.
| 19.9 |
Committees of the Board of Directors
|
| (a) |
The Board of Directors may establish committees and appoint members thereto as it deems fit (hereinafter: “Committees of the Board of Directors”).
|
| (b) |
Subject to the provisions of the Companies Law and these Articles, the Board of Directors may delegate its authority to Committees of the Board of Directors and determine the framework of the authority and the actions of the Committees
of the Board of Directors.
|
B - 24
| (c) |
A resolution adopted, or an action taken, by a Committee of the Board of Directors with respect to a matter 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) |
Committees of the Board of Directors shall report to the Board of Directors regarding their resolutions or recommendations requiring Board of Directors' approval, a reasonable time prior to the meeting of the Board of Directors in which
they are brought for discussion and approval.
|
| (e) |
Subject to sub-Article 20.4 below, procedural provisions applying to the Board of Directors will also apply to Committees of the Board of Directors, mutatis mutandis.
|
| (f) |
Resolutions of the Committees of the Board of Directors, other than Audit Committee, shall be adopted by a Majority of the votes of the Directors participating in the vote.
|
| (g) |
Subject to sub-Article 20.4 below, minutes of the Committees 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 may cancel a resolution of a Committee of the Board of Directors and may revoke the delegation of authority, in whole or in part, to Committees of the Board of Directors; provided that
any cancellation or revocation as aforesaid will not derogate from a resolution upon which the Company has acted in connection with a third party who is not aware of its cancellation or revocation.
|
| 19.10 |
Miscellaneous
|
| (a) |
Actions taken by or pursuant to resolutions of the Board of Directors, by a Committee of the Board of Directors or by any person serving as a Director shall be valid and effective notwithstanding that it is subsequently discovered that
there was a defect in the appointment of the Directors or the aforesaid Committee, or all or part of the Directors were unqualified, as if each of the Directors had been properly and legally appointed and all of them were qualified to serve
as Directors, or as if the Committee had been appointed lawfully.
|
| (b) |
The General Meeting may approve any Action taken by the Board of Directors without authority or in excess of authority; and from the time of approval, such approved Action shall be deemed taken within the authority of the Board of
Directors.
|
| (c) |
The Board of Directors may approve any Action within the scope of its authority, which was taken by a Committee of the Board of Directors without authority or in excess of authority; and from the time of approval, such approved Action
shall be deemed taken within the authority of the Committee of the Board of Directors.
|
B - 25
| 20. |
Audit Committee
|
| 20.1 |
The Board of Directors shall appoint from amongst its members an Audit Committee of at least three members designated by the Board of Directors, in which most 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 Audit Committee, shall be adopted by a Majority of the votes of the Directors participating in the vote, provided that such Majority shall consist of Independent Directors, out of which at least one director shall be
an External Director.
|
| 20.4 |
The duties and authorities of the Audit Committee, shall be as provided by applicable law and/or applicable rules of any stock exchange on which the shares of the Company are traded. 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/or dismissed by the Board of Directors. The terms of the General Manager’s employment shall be decided in accordance with the applicable procedure required under the Companies Law.
|
| 21.3 |
The General Manager shall be responsible for the general management of the Company’s affairs, within the framework of the policies set by the Board of Directors, and subject to the directives of the Board of Directors.
|
| 21.4 |
The General Manager shall have all management and executive authorities of the Company not assigned in these Articles or under the Companies Law to another organ of the Company.
|
| 21.5 |
The General Manager shall report to the Board of Directors.
|
| 21.6 |
The Board of Directors may direct the General Manager how to act in a given matter; and should the General Manager fail to execute such a directive, the Board of Directors may then exercise the authority required to implement the
directive in his stead. Without derogating from the aforesaid, The Board of Directors may assume any authority otherwise 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 unable to exercise his authority, the Board of Directors may appoint a Director to exercise such authority in his stead for as long 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.
|
B - 26
| 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) |
The Company will appoint a certified accountant to be an Auditor. The Company may appoint several Auditors to conduct the audit jointly.
|
| (b) |
An Auditor will be appointed at each Annual Meeting and will serve in his position until the end of the following Annual Meeting, or until a later time determined by the General Meeting, provided that an Auditor shall serve no longer
than until the end of the third Annual Meeting after the Annual Meeting in which he was appointed. An Auditor who has completed a period of appointment as aforesaid may be reappointed.
|
| (c) |
In the event the position of Auditor has become vacant and the Company does not have an additional Auditor, the Board of Directors shall convene a Special Meeting as soon as possible to appoint an Auditor.
|
| (d) |
The position, authorities and duties of the Auditor shall be as provided in the Companies Law. The Audit Committee of the Company shall have the authority to recommend to the Board of Directors with respect to the remuneration of the
Auditor for his services, as well as to supervise the Auditor's work and remuneration.
|
| 24. |
Secretary
|
| 24.1 |
The Board of Directors may appoint a Secretary to the Company, may dismiss the Secretary and appoint another in his stead, and may determine the remuneration and terms of service thereof.
|
| 24.2 |
The Secretary will prepare and conduct the minutes, documents, books of records, registers and reports which the Company must maintain and/or safe keep and/or submit to the Registrar of Companies or any other authority, and will fulfill
the duties assigned to him by 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 derogating 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.
|
B - 27
| 27. |
Dividends And Bonus Shares
|
| 27.1 |
General
|
| (a) |
A Shareholder shall be entitled to receive only such dividends and/or bonus shares as the Company may resolve to distribute, if any.
|
| (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 dividend and/or bonus shares, as the case may be, shall be those Shareholders who are Shareholders at the time of the adoption of the resolution to 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 the Company has shares with 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.
|
| (f) |
In the event that a Shareholder has not rendered payment to the Company in full of the consideration then due to the Company for the Shares issued to him, he will be entitled to a dividend and/or bonus shares with respect only to a
number of shares proportionate to the amount paid or credited as of the Ex-Dividend Date, pro rata temporis, on account of the consideration then due.
|
| 27.2 |
Distribution of Dividends
|
| (a) |
The Company may distribute dividends subject to and in accordance with the provisions of the Companies Law.
|
| (b) |
Where a share with respect to which a dividend is to be distributed is jointly owned, any dividend distributed by the Company with respect to such jointly-owned share will be paid to that joint owner whose name appears first in the Share
Registry.
|
| 27.3 |
Distribution of Bonus Shares
|
| (a) |
Subject to the provisions of the Companies Law, the Board of Directors may issue bonus shares.
|
| (b) |
In the event that bonus shares are distributed, the Company shall convert to share capital, by resolution of the Board of Directors, a portion of its profits and/or premium paid to it on shares and/or from any other source included in
its equity in accordance with the latest Financial Statements, an amount equal to the par value of the Bonus Shares.
|
| (c) |
As part of any resolution with respect to the distribution of Bonus Shares, the Board of Directors will empower a person to sign the allotment agreement of Bonus Shares on behalf of the Shareholders.
|
B - 28
| 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 facie proof of the content thereof in the case of any conflict between the content of the Shareholders Register and that of any Share Certificate.
|
| 29.3 |
All reports received by the Company under the Securities Law with respect to the shareholdings of Material Shareholders will be kept in the Material Shareholders Register.
|
| 29.4 |
Modifying and Amending the Shareholders Register
|
The Company shall change the registration of ownership of shares in the Shareholders Register and, where applicable, in the Material Shareholders Register,
in any of the following cases:
| (a) |
The Company has received a Share Transfer Deed in accordance with Article 16 hereinabove, and the Board of Directors has not declined to transfer the shares.
|
| (b) |
It has been proven to the Company that the conditions for transferring the shares have been fulfilled.
|
| (c) |
The Board of Directors is convinced that there is an error in the content of the Shareholders Register.
|
| (d) |
Any other circumstances constituting sufficient cause, in accordance with these Articles or the Companies Law, to record a change in the Shareholders Register, including assignment of the shares by operation of law.
|
| (e) |
The Company has received a court order to change the Shareholders Register.
|
| 29.6 |
Additional Shareholders Register outside Israel
|
The Company may maintain an additional Shareholders Register outside of Israel, in which case the Company shall record in its primary Shareholders’ Register
the number of shares recorded in the aforesaid additional Shareholders Register and, if such 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 Board of Directors, to the extent they are not set forth in the Regulations.
B - 29
| 29.7 |
Inspecting the Shareholders Register
|
The Shareholders Register and the Material Shareholders Register shall be open for inspection by any person.
| 30. |
Directors Register
|
The Company will maintain a Directors Register, which shall contain a listing of the names 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 Encumbrances Register, together with copies of the documents set forth in Article 31.2 above, will be open for inspection, free of charge, by any Shareholder or creditor of the Company.
|
| 31.4 |
The Encumbrances Register will be open for inspection by any person other than a Shareholder of creditor of the Company, for a fee in such amount as may be determined by the Company from time to 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
|
| 32.1 |
The Company will maintain a Register of Secured Debenture Holders, in which the name of each Secured Debenture Holder, the amount of any Debenture, the interest thereupon, the date of payment thereof and the encumbrance given as security
for the Debenture, will be entered.
|
| 32.2 |
The Debenture Holders Register will be maintained in the Office, together with a copy of a Debenture from each Series of Debentures issued by the Company.
|
| 32.3 |
The Debenture Holders Register and copies of Debentures as provided in 32.2 above will be open for inspection by Shareholders and Debenture Holders; provided, however, that the Board of Directors may resolve to close same for a period or
periods of time not exceeding, in the aggregate, 30 (thirty) days in each calendar year.
|
| 33. |
Notices
|
| 33.1 |
Notices to shareholders and other documents delivered to the Shareholders registered in the Shareholders Register (hereinafter: “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.
|
| 33.2 |
A Notice delivered personally shall be deemed received by the Shareholder upon its delivery. A Notice sent by facsimile transmission or by electronic mail shall be deemed received by the Shareholder on the business day following the day
on which it was sent. A Notice 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.
|
B - 30
FORM OF PROXY CARD
CAMTEK LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
September 25, 2024
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
Wednsday, September 25, 2024 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.
September 25, 2024
Please date, sign and mail your proxy card in the envelope provided as soon as possible
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS NO. 1, 2, 3, 4, 5, 6, AND 7
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN |
|
|
|
|
|
|
|
|
1.
|
Re-election of six directors:
|
|
|
|
|
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|
|
|
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|
|
|
1.1
|
Rafi Amit
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
1.2
|
Yotam Stern
|
☐
|
☐
|
☐
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|
|
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1.3
|
Orit Stav
|
☐
|
☐
|
☐
|
|
|
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1.4
|
Leo Huang
|
☐
|
☐
|
☐
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|
|
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1.5
|
I-Shih Tseng
|
☐
|
☐
|
☐
|
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|
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1.6
|
Moty Ben-Arie
|
☐
|
☐
|
☐
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|
|
2.
|
Re-election of two External Directors:
|
|
|
|
|
|
|
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|
|
|
| 2.1 |
Yael Andorn |
☐ |
☐ |
☐ |
|
| 2.2 |
Yosi Shacham Diamand |
☐ |
☐ |
☐ |
|
| 3. |
Approval of amendments to the Company’s Compensation Policy |
☐ |
☐ |
☐ |
|
| 4. |
Approval of equity awards to each of the Company’s non-controlling directors, subject to their respective re-election for service |
☐ |
☐ |
☐ |
|
| 5. |
Approval of Compensation to the Company’s Chief Executive Officer |
☐ |
☐ |
☐ |
|
| 6. |
Approval of amendments to the Company’s Articles of Association |
☐ |
☐ |
☐ |
|
| 7. | Re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2024, for the year commencing
January 1, 2023 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. |
☐ |
☐ |
☐ |
|
BY EXECUTING THIS PROXY CARD, YOU HEREBY CONFIRM AND DECLARE THAT YOU ARE NOT A CONTROLLING SHAREHOLDER AND DO NOT HAVE A PERSONAL INTEREST IN THE APPROVAL OF ANY OF
PROPOSALS NO. 2, 3, OR 5 EXCEPT IF YOU HAVE NOTIFIED IN WRITING AND IN ADVANCE THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF ANY OF PROPOSALS NO. 2, 3, OR 5, AS DETAILED HEREIN. IF YOU THINK NONETHELESS
THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF ANY OF PROPOSALS NO. 2, 3, OR 5, PLEASE DELIVER A WRITTEN NOTICE TO THE COMPANY’S ISRAELI EXTERNAL COUNSEL, ADV. JONATHAN NEUMANN OF SHIBOLET & CO. LAW
FIRM BY EMAIL AT [email protected]. IF YOUR SHARES ARE HELD IN “STREET NAME” BY YOUR BROKER, BANK OR OTHER NOMINEE AND YOU THINK THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF ANY OF PROPOSALS NO. 2,
3, OR 5, YOU SHOULD DELIVER A WRITTEN NOTICE TO YOUR BROKER, BANK OR OTHER NOMINEE OF THAT STATUS, AND THEY IN TURN SHOULD NOTIFY THE COMPANY AS DESCRIBED IN THE PRECEDING SENTENCE.
TO AVOID CONFUSION, EACH VOTING SHAREHOLDER VOTING IN PERSON, BY PROXY (INCLUDING BY THE VOTING INSTRUCTION CARD) OR THROUGH THE ELECTRONIC VOTING SYSTEM, WHO HAS NOT
DELIVERED A WRITTEN NOTICE TO THE COMPANY THAT HE OR SHE IS AN INTERESTED SHAREHOLDER, WILL BE DEEMED TO CONFIRM THAT SUCH SHAREHOLDER IS NOT AN INTERESTED SHAREHOLDER.
PLEASE SEE THE PROXY STATMENT FOR A FURTHER EXPLANATION AS TO WHO IS CONSIDERED A CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST IN THE VOTE.
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.