<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CAMTEK LTD.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
CAMTEK LTD.
NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special General Meeting of Shareholders (the
"SPECIAL GENERAL MEETING" or the "MEETING") of Camtek Ltd. (the "COMPANY") will
be held on Wednesday, December 27, 2000 at 10:00 a.m. local time, at the offices
of Shiboleth, Yisraeli, Roberts, Zisman & Co. at 46 Montefiore Street, Tel Aviv,
Israel. The Special General Meeting is for the following purposes:
(1) To elect two directors to the Board of Directors of the Company;
(2) To approve the compensation to be paid to the Company's Chief Executive
Officer and Chief Financial Officer, including the grant of options to
purchase Ordinary Shares and to approve a modification to the employment
structure of the Company's Chief Executive Officer and Chief Financial
Officer;
(3) To approve the grant of options to certain members of the Company's Board
of Directors;
(4) To authorize the Company's Chairman of the Board to continue to hold the
position of Chief Executive Officer; and
(5) To approve an increase in the number of reserved shares for the Company's
U.S. Incentive Stock Option Plan and to confirm amendments to the terms of
such Plan.
Shareholders of record at the close of business on November 30, 2000 are
entitled to notice of and to vote at the Meeting. All shareholders are cordially
invited to attend the Meeting in person. Shareholders who are unable to attend
the Meeting in person are requested to complete, date and sign the enclosed form
of proxy and to return it promptly in the pre-addressed envelope provided.
No postage is required if mailed in the United States. Shareholders who attend
the Meeting may revoke their proxies and vote their shares in person.
Joint holders of shares should take note that, pursuant to Article 18.10(a)(3)
of the Articles of the Company, the joint owner whose name appears first in the
Company's Share Registry may vote in the Meeting. If such joint owner is not
present at the Meeting, the joint owner whose name appears thereafter may vote
in that Meeting, and so forth.
By Order of the Board of Directors
/s/ Rafi Amit
RAFI AMIT
CHAIRMAN OF THE BOARD OF DIRECTORS
November 30, 2000
<PAGE>
CAMTEK LTD.
INDUSTRIAL ZONE
MIGDAL HAEMEK, ISRAEL
PROXY STATEMENT
---------------------
This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 0.01
nominal value (the "ORDINARY SHARES") of Camtek Ltd. ("CAMTEK" or the "COMPANY")
in connection with the solicitation by the Board of Directors of proxies for use
at the Special General Meeting of Shareholders (the "SPECIAL GENERAL MEETING" or
the "MEETING"), or at any postponement or adjournment thereof, pursuant to the
accompanying Notice of Special General Meeting of Shareholders. The Special
General Meeting will be held on Wednesday, December 27, 2000 at 10:00 a.m. local
time, at the offices of Shiboleth, Yisraeli, Roberts, Zisman & Co. at 46
Montefiore Street, Tel Aviv, Israel.
It is proposed that at the Special General Meeting: (i) two directors be elected
to the Board of Directors; (ii) the compensation to be paid to the Company's
Chief Executive Officer and Chief Financial Officer be approved, including the
grant of options to purchase Ordinary Shares and a new employment structure for
the Company's Chief Executive Officer and Chief Financial Officer be approved;
(iii) the grant of options to certain members of the Board of Directors be
approved; (iv) the Company's Chairman of the Board be authorized to continue to
hold the position of Chief Executive Officer for so long as he continues to
serve on the Board of Directors, and for a maximum period of three years; and
(v) the number of reserved shares for the Company's U.S. Incentive Stock Option
Plan (the "PLAN") be increased and the terms of such Plan be amended.
The Company currently is not aware of any other matters which will come before
the Meeting. If any other matters properly come before the Meeting, the persons
designated as proxies intend to vote in accordance with their judgment on such
matters.
A form of proxy for use at the Meeting and a return envelope for the proxy are
also enclosed. Shareholders may revoke the authority granted by their execution
of proxies at any time before the effective exercise thereof by filing with the
Company a written notice of revocation or duly executed proxy bearing a later
date, or by voting in person at the Meeting. Unless otherwise indicated on the
form of proxy, shares represented by any proxy in the enclosed form, if the
proxy is properly executed and received by the Company prior to the time fixed
for the Meeting, will be voted in favor of all the matters to be presented to
the Meeting, as described above. 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.
Proxies for use at the Meeting are being solicited by the Board of Directors of
the Company. Only shareholders of record at the close of business on November
30, 2000 will be entitled to vote at the Meeting. Proxies are being mailed to
shareholders on or about November 30, 2000, and will be solicited chiefly by
mail; however, certain officers, directors, employees and agents of the Company,
none of whom will receive additional compensation therefor, may solicit proxies
by telephone, telegram 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 Ordinary Shares.
The Company had outstanding on November 30, 2000, 22,096,002 Ordinary Shares,
each of which is entitled to one vote upon each of the matters to be presented
at the Meeting. Two or more shareholders conferring in the aggregate 33 1/3% of
the voting rights of the Company, present, within
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<PAGE>
one half hour from the time specified for commencing the Meeting, in person or
by proxy and entitled to vote, will constitute a quorum at the Meeting.
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 30, 2000, the number of shares
owned beneficially by (i) all shareholders known to the Company to own
beneficially more than 10% of the Company's shares, and (ii) all directors and
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
ORDINARY SHARES TOTAL
NAME AND ADDRESS OWNED SHARES
---------------- --------------- -----------
<S> <C> <C>
PCB Ltd.(1)..................................... 15,020,002 67%
Industrial Zone Migdal Haemek 10556, Israel
All directors and executive officers as a group
(6 persons)(2)................................ 16,350,592 73%
</TABLE>
------------------------
(1) A majority of the PCB voting equity is subject to a voting agreement. As a
result of this agreement Messrs. Rafi Amit, Yotam Stern and Itzhak Krell
may be deemed to control PCB.
(2) Includes currently exercisable options to purchase 67,590 Ordinary Shares
held by certain of the directors and officers of the Company, and does not
include options to be granted pursuant to Item 2 below.
ITEM 1--ELECTION OF DIRECTORS
The number of directors who presently serve as members of the Board of Directors
is five, of whom two are considered independent directors under the Nasdaq
Rules. According to the Nasdaq Rules, an additional independent director must be
appointed. Management recommends Ms. Ricki Granot as a nominee to be elected to
the Board of Directors at this Meeting. Additionally, the Board of Directors has
appointed Mr. Eran Bendoly to fill the vacancy on the Board of Directors created
by the resignation of Mr. Dror Hurwitz. Mr. Bendoly has served on the Board
since November 20, 2000 following the resignation of Mr. Hurwitz. The approval
of the Company's shareholders is required under the Company's Articles for the
appointment of Mr. Bendoly to the Board.
It is intended that proxies (other than those directing the proxy holders to
vote against the listed nominees or to abstain) will be voted for the election
of Ms. Ricki Granot to serve as an independent director of the Company and for
the appointment of Mr. Eran Bendoly to the Board of Directors. Each of the
nominees shall hold office until the conclusion of the next Annual General
Meeting, unless the office is earlier vacated under any relevant provision of
the Articles of the Company.
The affirmative vote of a majority of the Ordinary Shares represented at the
Meeting in person or by proxy is required to elect Ms. Granot and to reelect Mr.
Bendoly as directors of the Company.
In the event that either of the nominees should be unable to serve, the proxies
will be voted for the election of such other person as shall be determined by
the persons named in the proxy in accordance with their best judgment. The
Company is not aware of any reason why either of the nominees, if elected,
should be unable to serve as a director. The Company does not have any
understanding or agreement with respect to the future election of either of the
nominees.
Ricki Granot presently serves as the manager of the Haifa branch of Ofek
Securities and is a member of the general investments committee at Ofek
Securities. Ms. Granot holds a B.A. degree in economics
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<PAGE>
and business administration from Haifa University, and a masters degree in
business administration from the Technion. Ms. Granot also holds an investment
portfolio management license.
Eran Bendoly has served on the Company's Board of Directors since November 20,
2000, following the resignation of Dror Hurwitz from the Board of Directors. Mr.
Bendoly presently serves as chief financial officer and vice president of
finance and operations of Novanet Semiconductor Ltd. Mr. Bendoly holds a B.A.
degree in international business management and marketing from the Hebrew
University and a masters degree in business administration and international
relations from KU Leuven in Belgium.
The Articles of the Company provide that a director may appoint another person
who is qualified to serve as a director and who is not serving as a director at
such time to serve as his alternate, with all the rights and obligations of the
appointing director, except the right to appoint a further alternate. The
alternate director may not act at any meeting at which the director appointing
him is present. The tenure of the alternate director expires upon the expiration
or termination of the appointing director. The appointment of an alternate
director does not negate the responsibility of the appointing director, and his
responsibility shall remain in effect, taking into consideration the
circumstances under which the alternate director was appointed and the length of
the alternate's term of office. To date, no appointment of alternates has been
made by the directors of the Company.
In addition, the Articles of the Company provide that the Board of Directors may
delegate its powers to one or more committees of the Board, subject to the
Companies Law 5759 - 1999 (the "COMPANIES LAW") and to the limitations and
restrictions that the Board may from time to time prescribe.
ITEM 2--APPROVAL OF COMPENSATION OF AND
MODIFICATION OF EMPLOYMENT
STRUCTURES OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
The Company's Audit Committee and the Board of Directors have approved (with
Messrs. Rafi Amit and Yotam Stern not participating), subject to the approval of
the shareholders of the Company, the compensation of the Company's Chief
Executive Officer, Mr. Rafi Amit, and Chief Financial Officer, Mr. Yotam Stern,
and the grant of options to them for the purchase of Ordinary Shares, as
follows:
<TABLE>
<CAPTION>
ANNUAL FULL TIME MAXIMUM ANNUAL
NAME POSITION SALARY(1) BONUS(2) OPTIONS(3)
---- ------------------ --------------- ----------
(IN US DOLLARS) (IN US DOLLARS)
<S> <C> <C> <C>
Rafi Amit........................................... 220,000 140,000 120,000
Yotam Stern......................................... 145,000 90,000 80,000
</TABLE>
------------------------
(1) Subject to the approval of the modification of employment structures, as
provided below and effective as of the 3rd quarter of 2000, Mr. Amit will
receive 80% of his full time position salary ($176,000), and Mr. Stern will
receive 75% of his full time position salary ($108,750).
(2) Represents maximum amount that may be awarded, effective as of the 3rd
quarter of 2000; the actual amount to be awarded shall be in accordance
with criteria set by the Audit Committee.
(3) Options are for Ordinary Shares of the Company, par value NIS 0.01, at an
exercise price of $7 1/8 (which is the market value of the shares based on
the closing price on the Nasdaq on the date prior to the Audit Committee
and Board of Directors' resolutions) and shall vest over a period of two
years.
4
<PAGE>
The approval of the shareholders of the Company is required for the approval of
the compensation packages of Messrs. Amit and Stern under the Companies Law,
since, together with a third party, they may be deemed to control the Company.
The Company's Audit Committee and Board of Directors have further approved (with
Messrs. Amit and Stern not participating), subject to the approval of the
shareholders of the Company, the modification of the employment structures of
the Company's Chief Executive Officer, Mr. Rafi Amit, and the Company's Chief
Financial Officer, Mr. Yotam Stern, including the termination of a management
services agreement with PCB Ltd. ("PCB") and a corresponding adjustment to be
made to each such Officer's compensation, until December 31, 2001.
In accordance with the current management services agreement with PCB, the
Company renders to PCB the management services of Messrs. Amit and Stern for up
to 25% of each of their time, and PCB pays the Company, on a monthly basis, a
percentage of the compensation costs with respect to the employment of Messrs.
Amit and Stern, calculated on the basis of the actual time spent in rendering
those services. In accordance with the resolution, if approved and subject to
PCB's approval, the Company would terminate the employment services agreement.
Messrs. Amit and Stern will work for the Company 80% and 75% of their time,
respectively, and may enter into separate agreements with the other PCB
entities.
If this resolution is approved, Messrs. Amit and Stern's salaries at the Company
will be adjusted. Mr. Amit will receive 80% of a full time salary and Mr. Stern
will receive 75% of a full time salary.
It is proposed that at the Meeting, the following resolution be adopted:
"RESOLVED that, in compliance with the requirements of the
Companies Law 5759 - 1999, the remuneration of the Chief
Executive Officer and Chief Financial Officer, including
the grant of options to purchase Ordinary Shares, as
approved by the Audit Committee and the Board of Directors
be, and the same hereby are, approved. Further RESOLVED
that, the modifications to the employment structures of
the Chief Executive Officer and the Chief Financial
Officer of the Company, including the termination of a
management services agreement with PCB Ltd. and a
corresponding adjustment to be made to each such Officer's
compensation, as approved by the Audit Committee and the
Board of Directors be, and the same hereby are, approved
until December 31, 2001."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for approval of
the resolution approving the compensation of the Chief Executive Officer and
Chief Financial Officer of the Company and the grant of options to purchase
Ordinary Shares, provided that either (i) such majority include at least one
third of all the votes of the shareholders who do not have a personal interest
in the approval of the resolution, or (ii) the total number of opposing votes
from among such shareholders does not exceed 1% of the aggregate voting rights
in the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
RESOLUTION. WHEREAS MESSRS. AMIT AND STERN HAVE AN INTEREST IN THE FOREGOING
PROPOSED RESOLUTION, MESSRS. AMIT AND STERN HAVE REFRAINED FROM MAKING A
RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM 3--APPROVAL OF GRANT OF OPTIONS
TO CERTAIN DIRECTORS
The Company's Audit Committee and the Board of Directors have approved, subject
to the approval of the shareholders of the Company, the grant of options to
certain members of the Board of Directors under a share option plan adopted by
the Board. It is proposed that each of Messrs. Haim Horowitz, Meir Ben-Shoshan
and Eran Bendoly and Ms. Ricki Granot, upon her appointment pursuant to Item 1
above, shall receive options for the purchase of up to 6,000 Ordinary Shares of
the Company, par value
5
<PAGE>
NIS 0.01, at an exercise price of $7.25 (which is the market value of the shares
based on the closing price on Nasdaq on the date prior to the Audit Committee
and Board of Directors resolutions) that vest over a period of four years.
The approval of the shareholders of the Company is required for the approval of
the grant of options under the Companies Law and under the Companies Regulation
(Rules Regarding Compensation and Expenses of an External Director) 5760 - 2000.
It is proposed that at the Meeting, the following resolution be adopted:
"RESOLVED that, in compliance with the requirements of the
Companies Law 5759 - 1999 and the Companies Regulations
(Rules Regarding Compensation and Expenses of an External
Director) 5760 - 2000 and pursuant to a share option plan
adopted by the Board of Directors, the grant of options to
purchase Ordinary Shares to Messrs. Haim Horowitz, Meir
Ben-Shoshan and Eran Bendoly and to Ms. Ricki Granot, as
approved by the Audit Committee and the Board of Directors
be, and the same hereby are, approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the approval
of the resolution approving the grant of options to Messrs. Haim Horowitz, Meir
Ben-Shoshan and Eran Bendoly and to Ms. Ricki Granot.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
RESOLUTION. WHEREAS MESSRS. HOROWITZ, BEN-SHOSHAN AND BENDOLY HAVE AN INTEREST
IN THE FOREGOING PROPOSED RESOLUTION, MESSRS. HOROWITZ, BEN-SHOSHAN AND BENDOLY
HAVE REFRAINED FROM MAKING A RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM 4--AUTHORIZATION TO CHAIRMAN OF THE BOARD
TO HOLD POSITION OF
CHIEF EXECUTIVE OFFICER
Rafi Amit has served as the Company's Chairman of the Board of Directors since
1987 and as its Chief Executive Officer since 1998. Pursuant to Section 121(c)
of the Companies Law, the Chairman of the Board of Directors of a public company
may not serve also as the Chief Executive Officer of such company, unless the
shareholders of the Company have resolved that the Chairman shall serve also as
a Chief Executive Officer, and provided that he shall hold both positions for a
period of no more than three years.
It is proposed that at the Meeting, the following resolution be adopted:
"RESOLVED that, in compliance with the requirements of the
Companies Law 5759 - 1999, the Chairman of the Board be
and that he hereby is authorized to continue to hold the
position of Chief Executive Officer for so long as he
continues to serve on the Board of Directors of the
Company, and for a maximum period of three years."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for approval of
the resolution authorizing the Chairman of the Board to continue to hold the
position of Chief Executive Officer for the next three years or for so long as
he continues to serve on the Board of Directors of the Company, provided that
such majority include at least two-thirds of the votes of shareholders who are
not controlling members of the Company or their representatives.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
RESOLUTION. WHEREAS MR. AMIT HAS AN INTEREST IN THE FOREGOING PROPOSED
RESOLUTION, MR. AMIT HAS REFRAINED FROM MAKING A RECOMMENDATION WITH RESPECT TO
SUCH RESOLUTION.
6
<PAGE>
ITEM 5--INCREASE IN THE NUMBER OF RESERVED SHARES FOR THE
COMPANY'S U.S. INCENTIVE STOCK OPTION PLAN
AND AMENDMENT OF PLAN
In 1997, the Company's Board of Directors adopted the U.S. Incentive Stock
Option Plan, and on October 19 and November 8, 2000, amendments to the Plan were
adopted by the Board of Directors. The Plan is administered by the Board of
Directors, which is empowered to designate the optionees, the number of options
to be granted and the exercise price of the options. In accordance with the U.S.
Internal Revenue Code, certain amendments made to the Plan and adopted by the
Board of Directors require approval by the shareholders of the Company.
In order to allow the Company to issue additional options to employees under the
Plan, the Board of Directors adopted, on October 19, 2000, subject to the
approval of the shareholders, a resolution to increase the maximum number of
shares reserved for issuance under the Plan from 100,000 to 200,000 Ordinary
Shares.
In addition, the Company's Board of Directors adopted, on November 8, 2000,
subject to the approval of the shareholders, amendments to the Plan including a
change to the definition of the exercise period set forth in said Plan, such
that the exercise period shall be defined as a period of two years from the
later of (a) the Company's initial public offering, or (b) the vesting date of
the relevant options.
It is proposed that at the General Meeting, the following resolution be adopted:
"RESOLVED, that the increase in the number of reserved
shares issuable under the Company's U.S. Incentive Stock
Option Plan as determined by the Company's Board of
Directors be, and the same hereby is, approved. It is
further RESOLVED that the amendment to the exercise period
set forth in the Company's Incentive Stock Option Plan as
determined by the Company's Board of Directors be, and the
same hereby is, approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for approval of
the resolutions approving the increase in the number of reserved shares for the
Company's U.S. Incentive Stock Option Plan and changing the exercise period
under the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
RESOLUTION.
OTHER BUSINESS
Management knows of no other business to be transacted at the Meeting but, if
any other matters are properly presented to the Meeting, the persons named in
the enclosed form of proxy will vote upon such matters in accordance with their
best judgment.
By Order of the Board of Directors,
/s/ Rafi Amit
RAFI AMIT
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: November 30, 2000
7
<PAGE>
PROXY
CAMTEK LTD.
Industrial Zone, Migdal Haemek, Israel
The undersigned, a holder of __________ ordinary shares of Camtek Ltd. (the
"COMPANY") on November 30, 2000, hereby appoints Rafi Amit and Yotam Stern, and
each of them, attorneys, agents and proxies of the undersigned, with full power
of substitution to each of them, to represent and vote on behalf of the
undersigned all of the ordinary shares, nominal value NIS 0.01 per share, of the
Company which the undersigned is entitled to vote at the Special General Meeting
of Shareholders (the "MEETING") to be held at the offices of Shiboleth,
Yisraeli, Roberts, Zisman & Co., 46 Montefiore Street, Tel Aviv, Israel on
Wednesday, December 27, 2000 at 10:00 a.m. (local time) and at any adjournments
or postponements thereof, hereby revoking all proxies heretofore given with
respect to such shares, upon the following proposals which are more fully
described in the Notice of Special General Meeting of Shareholders and Proxy
Statement, each dated November 30, 2000
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE OTHER SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 1, FOR THE ADOPTION
OF PROPOSAL 2, FOR THE ADOPTION OF PROPOSAL 3, FOR THE ADOPTION OF PROPOSAL 4 ,
AND FOR THE ADOPTION OF PROPOSAL 5 AND AS SAID PROXIES SHALL DEEM ADVISABLE ON
SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
--------------------------------------------------------------------------------
<PAGE>
|X| Please mark your
votes as in this
example
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL GENERAL MEETING OF SHAREHOLDERS
CAMTEK LTD.
The undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement of the Company, dated November 30, 2000.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CAMTEK LTD. PLEASE MARK,
SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
FOR ABSTAIN AGAINST
1. The election of Ms. Ricki Granot |_| |_| |_|
and the re-election of Mr. Eran
Bendoly to the Board of Directors
as provided in the Company's Proxy
Statement.
2. The approval of the compensation to |_| |_| |_|
be paid to the Company's Chief
Executive Officer and Chief
Financial Officer, including the
grant of options to purchase
Ordinary Shares and the approval of
a modification to the employment
structure of the Company's Chief
Executive Officer and Chief
Financial Officer.
3. The approval of the grant of |_| |_| |_|
options to certain members of the
Company's Board of Directors.
4. The authorization for the Company's |_| |_| |_|
Chairman of the Board to continue
to hold the position of Chief
Executive Officer.
5. The approval of the increase in the |_| |_| |_|
number of reserved shares for the
Company's U.S. Incentive Stock
Option Plan and the confirmation of
amendments to the terms of such
Plan.
Signature of Shareholder ________________________________Dated ___________, 2000
Signature of Shareholder ________________________________Dated ___________, 2000
NOTE: The signature(s) hereon should correspond exactly with the name(s) of the
shareholder(s) appearing on the Share Certificate. If Shares are jointly held,
all joint owners should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If signer is a corporation,
please sign the full corporate name, and give title of signing officer.
Please Detach and Mail in the Envelope Provided
