BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN

SHAREHOLDERS AND BY OFFICE HOLDERS

The following table sets forth information as of June 26, 2015 (except with respect to the shareholders as noted below), concerning (i) the only persons or entities known to the Company beneficially to own 5% or more of the outstanding Ordinary Shares; and (ii) the number of outstanding Ordinary Shares beneficially owned by all Office Holders (as defined below) as a group.

The above number of Ordinary Shares outstanding also does not include a total of 5,410,773 Ordinary Shares held at that date as treasury shares, virtually all of which were repurchased by the Company or its subsidiaries, of which: (a) 1,993,918 were owned by the Company as dormant shares under Israeli law and, for so long as they are owned by the Company, confer no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to shareholders of the Company nor

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entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Company; and (b) 3,416,855 were owned by one or more subsidiaries of the Company and, for so long as they are owned by a subsidiary of the Company, confer no voting rights and, accordingly, are not entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Company.

Because the Company uses the above number of Ordinary Shares outstanding as the calculation base, the percentage of Ordinary Shares beneficially owned for each listed person or entity may differ from the percentage, if any, in the reports filed by such person or entity with the United States Securities and Exchange Commission (the “ SEC ”).

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ITEMS 1 and 2— Election of Directors

All of the directors of the Company (other than external directors whose terms are determined in accordance with applicable law) are elected on an annual basis to hold office until the end of the next annual general meeting of shareholders and until their successors have been duly elected and qualified or until any such director’s appointment terminates as provided for under applicable law or in the Articles. The external directors currently serve three year terms as required by Israeli law and are elected according to the Companies Law.

The Articles provide that the minimum number of directors is three and the maximum number is eleven. As at June 23, 2015, the Board was comprised of eleven members, three of whom were elected as external directors under the provisions of the Companies Law. The term of office of one of these external directors, Mr. Avner Hermoni, expired on June 24, 2015, and Mr. Hermoni is a nominee for re-election as an external director at the Meeting, as discussed below.

In accordance with the Articles, any vacancies on the Board, including unfilled positions, may be filled by a majority of the directors then in office, and each director chosen in this manner would hold office until the next annual general meeting of shareholders (or until the earlier termination of his or her appointment as provided for in the Companies Law or the Articles).

Under the Companies Law and regulations promulgated thereunder, Israeli public companies are required to have on their board of directors at least two external directors meeting certain independence criteria, all as provided under Israeli law. External directors are elected for a term of three years at the general meeting of shareholders by a disinterested majority of the shareholders (and cannot be appointed by the Board); and may be re-elected to additional terms of three years each, subject to certain conditions; each committee of a company’s board of directors that has the authority to exercise powers of the board of directors must include at least one external director, and its audit committee and remuneration committee, must include all external directors.

Among other requirements, a person may not be elected as an external director if such person, his or her relative, partner, employer, anyone to whom he or she is directly or indirectly subordinate, or any entity under his or her control, has or had, on or within the two years preceding the date of his or her election, any ‘affiliation’ (as defined in the Companies Law) with the company, any controlling shareholder of the company, a relative of a controlling shareholder, or any entity controlled by the company or by a controlling shareholder of the company; and if the company has no controlling shareholder or a shareholder holding 25% or more of the company’s voting rights, also with the chairman of the board of directors, the chief executive officer or the most senior financial officer of the company, or with a shareholder holding 5% or more of the outstanding shares or voting rights of the company.

Pursuant to the Companies Law, an external director is required to have either financial and accounting expertise or professional qualifications, according to criteria set forth under Israeli law, and generally, at least one external director is required to have financial and accounting expertise. In addition, the boards of directors of publicly traded companies are required to make a determination as to the minimum number of directors who must have financial and accounting expertise based, among other things, on the company’s size and the volume and complexity of its activities. The Board has determined that the minimum number of directors with financial and accounting expertise, in addition to the external director or directors who have such expertise, will be one, and that Mr. Dan Falk qualifies as such.

In addition to the external directors, a company may classify additional directors who meet the same non-affiliation criteria as external directors, and who have not served as directors of the company for more than nine consecutive years, as ‘independent directors’ under the Companies Law. For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service. A company, such as the Company, whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Global Market and the Nasdaq Global Select Market, may also classify directors

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who qualify as independent directors under the relevant non-Israeli rules relating to independence standards and who meet certain non-affiliation criteria, as ‘independent directors’ under the Companies Law, all as provided under regulations promulgated under the Companies Law. The Company has classified Mr. Dan Falk as an independent director under the Companies Law.

External directors and independent directors may receive compensation solely as provided for in the Companies Law and regulations promulgated pursuant thereto governing the terms of compensation payable to external directors (the “ Compensation Regulations ”). In addition, the Companies Law includes specific provisions with respect to the manner in which external directors and independent directors may be dismissed from office. Following termination of service, external directors and independent directors and their relatives are subject to certain restrictions with respect to receipt of benefits, service as an Office Holder, employment and provision of professional services to the company or a controlling shareholder thereof (or any entity controlled by a controlling shareholder).

Dr. Michael Anghel and Mr. Joseph Tenne currently serve as external directors under the applicable provisions of the Companies Law; and, until the expiration of his term as a director on June 24, 2015, Mr. Hermoni also served as an external director under the applicable provisions of the Companies Law.

Following the recommendation of the Nominating Committee of the Board (the “ Nominating Committee ”), the Board is recommending that at the Meeting, shareholders approve the re-election as directors of all of the eight non-external directors currently in office: Mr. Yochai Richter, Mrs. Yehudit Bronicki, Mr. Dan Falk, Mr. Miron Kenneth, Dr. Jacob Richter, Mr. Eliezer Tokman, Prof. Shimon Ullman and Mr. Arie Weisberg, each for a term of approximately one year expiring at the Company’s annual general meeting of shareholders to be held in 2016. In addition, following the recommendation of the Nominating Committee, the Board is recommending that shareholders approve the re-election of Mr. Avner Hermoni, as an external director for a second term of three years.

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, independent director or external director, as applicable, and the ability to devote the appropriate time to performing his or her duties as such. All nominees for election as directors at the Meeting have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as a director or as an external director of the Company, as applicable.

Set forth below is information, as at June 26, 2015, concerning all directors of the Company and nominees for election as directors, including as external directors, at the Meeting.

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Nominees for terms expiring in 2016

Directors whose current terms expire at the 2015 Annual General Meeting

Nominee for term expiring in 2018

External Director whose term expired in 2015

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***********

Yochai Richter has been the Active Chairman of the Board since May 8, 2006, and was the Chief Executive Officer of the Company from November 2002 to May 8, 2006. He was the President and Chief Executive Officer from November 1994 to November 2002 and was a joint Managing Director and Chief Executive Officer from October 1992 to November 1994. Mr. Richter was among the founders of Orbot Systems Ltd. (“ Orbot ”) and served as a member of the board of directors and as a managing director of that company from its organization in 1983 until the acquisition by the Company, in 1992, of all of the outstanding shares of Orbot (the “ Merger ”). He received his degree in mathematics from the Technion-Israel Institute of Technology (the “ Technion ”) in Haifa in 1972.

Dr. Michael Anghel serves as a member of the board of directors of Partner Communications Company Ltd., Syneron Medical Ltd. and BioLineRx Ltd., all of which are Israeli Nasdaq-listed companies. He is also a director of Evogene Ltd., an Israeli company listed on both the New York Stock Exchange (the “ NYSE ”) and the Tel Aviv Stock Exchange (the “ TASE ”), and of the Strauss-Group Ltd. and Dan Hotels Corporation Ltd., both of which are Israeli companies listed on the TASE. From 2004 to 2005, Dr. Anghel served as the president and chief executive officer of Discount Capital Markets Ltd. In 1999, he founded CAP Ventures Ltd., and served as its managing director from 1999 to 2004. From 1977 to 1999, he served as director and senior manager of Discount Investment Corporation Ltd. Dr. Anghel has been instrumental in founding several major Israeli communications operating companies as well as a variety of other advanced technology ventures. Dr. Anghel was formerly a full-time member of the faculty of the Graduate School of Business Administration of Tel Aviv University and currently serves as chairman of Lahav, its Executive Program. Dr. Anghel received his bachelor’s degree in economics from the Hebrew University of Jerusalem (the “ Hebrew University ”) and his master’s degree in business administration and a doctorate in finance and business from Columbia University.

Yehudit Bronicki served, from 1991 to July 2014, as the managing director of Ormat Industries Ltd. (“ Ormat ”), an Israeli company, the predecessor of which, Ormat Turbines Ltd., she co-founded in 1965. Mrs. Bronicki was also the chief executive officer of Ormat Technologies, Inc. (“ Ormat Technologies ”), a Delaware NYSE-listed company, and its subsidiaries until July 2014. Although Mrs. Bronicki retired from her executive position as chief executive officer of the companies within the Ormat group, she remains a member of

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the board of directors of Ormat Technologies and its principal subsidiaries. Mrs. Bronicki served as a member of the Advisory Board of the Bank of Israel between 1994 and 2001. Mrs. Bronicki received her bachelor’s degree in social sciences from the Hebrew University, followed by advanced studies in management, finance and marketing.

Dan Falk serves as a member of the boards of directors of NICE-Systems Ltd. (“ NICE ”) and Attunity Ltd., both of which are Israeli Nasdaq-listed companies, and of Ormat Technologies. He is also chairman of the board of directors of Advanced Vision Technology (A.V.T.) Ltd. (“ AVT ”), which is an Israeli company listed on the Frankfurt Stock Exchange. From July 1999 to November 2000, he served as the president and chief operating officer of Sapiens International Corporation N.V., a Netherlands Antilles company. He was Executive Vice President of the Company from August 1995 to July 1999 and, between June 1994 and August 1995, served as its Executive Vice President and Chief Financial Officer. Prior thereto, he was Vice President and Chief Financial Officer of the Company from October 1992 until June 1994. He was director of finance and chief financial officer of Orbot from 1985 until consummation of the Merger. He received a master’s degree in business administration in 1973 from the Hebrew University School of Business and had 15 years’ experience in finance and banking, including senior positions at Discount Bank, prior to joining Orbot.

Avner Hermoni served, from 2007 to December 2014, as chief executive officer of NaanDanJain Irrigation Ltd., an Israeli company. From 2003 to 2005, he was chief operations officer of NICE and, from 2000 to 2003, was chief executive officer of Shiron Satellite Communications Ltd. From 1997 to 1999, he simultaneously held the positions of president at Kulicke & Soffa (Israel) Ltd. and corporate vice president at Kulicke & Soffa Industries, Inc., a Nasdaq-listed company. From 1990 to 1997 he served as president of Orbot Instruments Ltd. From 1986 to 1989 he served as co-managing director of Orbot’s subsidiary in Belgium. Mr. Hermoni holds a bachelor’s degree in economics from the University of Haifa.

Miron Kenneth serves as a member of the board of directors of Allot Communications Ltd., an Israeli Nasdaq-listed company, and also serves as the chairman of the board of directors of Teridion Technologies Ltd., an Israeli company specializing in overlay network technologies for service providers. From 2011 to 2013, he was chief executive officer of Pontis Ltd. and, from 2001 to 2011, was chairman and chief executive officer of Voltaire Ltd. Mr. Kenneth received his bachelor’s degree in economics and computer science from Bar Ilan University in 1982 and his master’s degree in business administration from Golden Gate University in 1985.

Dr. Jacob Richter serves as the chairman of the board of directors and chief technology officer of Medinol Ltd., an Israeli company, and has been a director of that company since 1993 and also serves on the boards of directors of a number of other privately held companies. He was managing director of Marathon—Capital Development Fund Ltd., an Israeli venture capital fund, from 1992 to 1994, and was director of marketing of Orbot from January 1992 until consummation of the Merger. Previously, he was director of new product development of Orbot from January 1990 until 1992, and director of product development of Orbot from 1986 until 1990. Prior to joining Orbot he was head of research and development of the Israeli Air Force. He holds a doctorate in brain research from Tel Aviv University and has worked as a post-doctoral and research fellow at the Artificial Intelligence Laboratory of The Massachusetts Institute of Technology (“ MIT ”).

Joseph Tenne serves as the vice president finance of Itamar Medical Ltd., an Israeli TASE-listed company, and is a member of the boards of directors of AudioCodes Ltd., an Israeli Nasdaq and TASE-listed company, Enzymotec Ltd., an Israeli Nasdaq-listed company, MIND C.T.I. Ltd., an Israeli Nasdaq-listed company, and Ratio Oil Explorations (Finance) Ltd., an Israeli TASE-listed company. From March 2014 to July 2014, Mr. Tenne served as the chief financial officer of Orgenesis Inc., a Nevada Over-The-Counter QB listed company. From March 2005 to April 2013, Mr. Tenne served as the chief financial officer of Ormat Technologies and from January 2006 to April 2013, also served as the chief financial officer of Ormat. From 2003 to 2005, Mr. Tenne was the chief financial officer of Treofan Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr. Tenne was a partner in Kesselman & Kesselman, Certified Public Accountants in Israel and a member of PricewaterhouseCoopers International Limited (“ PwC ”). Mr. Tenne is a

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certified public accountant in Israel and holds a bachelor’s degree in accounting and economics and master’s degree in business administration from Tel Aviv University.

Eliezer Tokman currently serves on the boards of directors of a number of privately-held companies. From 2008 to March 2015, Mr. Tokman served as the chief executive officer of Siemens Israel. From 2001 to 2002, he served as senior vice president at Philips Medical Systems responsible for business integration, and from 1998 to 2001, he was employed by Marconi Medical Systems in the positions of senior vice president for product strategies and director of global computed tomography (CT) engineering. From 1977 to 1998, Mr. Tokman was employed within the Elscint group of companies in a variety of managerial roles, including as president of Elscint America and general manager of the CT division. Mr. Tokman holds a bachelor’s degree in electrical engineering from the Technion.

Prof. Shimon Ullman holds the position of professor of computer science in the Computer Science and Applied Mathematics Department of the Weizmann Institute of Science and served as head of that department from 1994 to 2003. He was the chief scientist of Orbot from its organization in 1983 until consummation of the Merger and of the Company following the Merger until 2005. Between 1986 and 1993 Prof. Ullman was a full professor at the Artificial Intelligence Laboratory of MIT. From 1997 to 2003, he served on a part-time basis as the chief scientist for new products development in the process diagnostic and control product business group of Applied Materials, Inc. Prof. Ullman is a member of the Israel Academy of Sciences and Humanities and was the 2015 recipient of the Israel Prize, the 2014 recipient of the EMET prize for science, art and culture and the 2008 recipient of the international Rumelhart award in human cognition.

Arie Weisberg serves as a member of the board of directors of Lumenis Ltd., an Israeli Nasdaq-listed company, Plastopil Hazorea Company Ltd., an Israeli TASE-listed company, AVT and Metzerplas Cooperative Agricultural Organization Ltd. He also acts as a consultant to various companies. From May 2006 to June 2009, he was President and Chief Operating Officer of the Company. From November 2002 to May 2006, he was Co-President for Global Resources, and from August 2000 to November 2002 he served as Executive Vice President for Global Resources. From January to August 2000, he was Corporate Executive Vice President for Global Resources and Chief Financial Officer. From August 1995 to January 2000, he was Corporate Vice President for Finance and Administration and Chief Financial Officer. From January 1993 to August 1995, he was co-general manager of Orbotech S.A. and from July 1991 to January 1993, he was director of finance and operations of Orbot’s subsidiary in Belgium. Prior to joining Orbot he was, from 1988 to 1991, general manager of Sinus Ltd., a manufacturer of internal combustion valves, and from 1984 to 1988, he was west region general manager of Solcoor Inc. He received his bachelor’s degree in agricultural economics from the Hebrew University.

Committees of the Board

The Articles provide that the Board may delegate any, or all, of its powers to one or more committees of the Board, and may entrust to and confer upon a managing director, general manager, chief executive officer and/or president (or any similar function with a different title) such of its powers as it deems appropriate. However, the Companies Law provides that certain powers and authorities (for example, the power to approve the financial statements) may not be delegated and may be exercised only by the Board. In addition, the Companies Law requires public companies such as the Company to appoint an audit committee and a remuneration committee.

The Companies Law requires public companies to appoint an audit committee comprised of at least three directors. The audit committee must include all of the external directors (one of whom shall serve as the chairman of the committee), must be comprised of a majority of independent directors under the Companies Law and may not include certain directors. Generally, any person who is not entitled to be a member of the audit committee may not attend the audit committee’s meetings.

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The responsibilities of the Company’s Audit Committee include, among other things: (a) identifying flaws in the management of the Company’s business, making recommendations to the Board as to how to correct them and providing for arrangements regarding employee complaints with respect thereto; (b) reviewing and considering certain related party transactions and certain actions involving conflicts of interest; (c) reviewing the internal auditor’s performance and approving the internal auditor’s work plan and examining the Company’s internal control structure and processes; (d) examining the external auditor’s scope of work as well as the external auditor’s fees and providing its recommendations to the appropriate corporate organ; and (e) overseeing the accounting and financial reporting processes of the Company. In carrying out its duties, the Audit Committee meets with management at least once in each fiscal quarter at which time, among other things, it reviews, and either approves or disapproves, the financial results of the Company for the immediately preceding fiscal quarter and conveys its conclusions in this regard to the Board. The Company’s external and internal auditors also report regularly to the Audit Committee at its meetings, and the Audit Committee discusses with the Company’s external auditors the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the Company’s financial statements, as and when it deems it appropriate to do so. The Audit Committee also monitors generally the services provided by the Company’s external auditors to ensure their independence, and reviews all audit and non-audit services provided by them.

Dr. Michael Anghel, Mr. Dan Falk and Mr. Joseph Tenne are the current members of the Audit Committee, with Dr. Anghel serving as its chairman. Each of them is an ‘independent director’ in accordance with the Nasdaq listing standards and in accordance with the Companies Law. In addition, Mr. Falk has been designated as the Audit Committee Financial Expert under applicable rules and regulations of the SEC. If re-elected at the Meeting, Mr. Hermoni will, as an external director, also serve as a member of the Audit Committee.

The Companies Law requires public companies to appoint a remuneration committee comprised of at least three directors. The remuneration committee must include all of the external directors, one of whom shall serve as the chairman of the committee, and may not include certain directors. All other members of the committee, who are not external directors, must be directors who receive compensation that is in compliance with the Companies Law and the Compensation Regulations. Generally, any person who is not entitled to be a member of the remuneration committee may not attend the remuneration committee’s meetings.

The responsibilities of the remuneration committee under the Companies Law include: (i) making recommendations to the board of directors with respect to the approval of the compensation policy and any extensions thereto; (ii) periodically reviewing the implementation of the compensation policy and providing the board of directors with recommendations with respect to any amendments or updates thereto; (iii) reviewing and resolving whether or not to approve arrangements with respect to the Terms of Office and Employment of Office Holders (as defined below); and (iv) resolving whether or not to exempt a transaction with a candidate for chief executive officer from shareholder approval.

The Remuneration Committee also oversees the administration of the Company’s various compensation plans and arrangements, in particular, the incentive compensation, deferred compensation and equity based plans of the Company (and to the extent appropriate, the subsidiaries of the Company) and assists the Board in fulfilling its responsibilities relating to the compensation of directors, the chief executive officer and other Office Holders of the Company. In carrying out these duties, the Remuneration Committee meets on an ad hoc basis (usually several times in each fiscal year). Under the Companies Law, the Remuneration Committee may need to seek the approval of the Board and the shareholders for certain compensation decisions as described above. Each member of the Remuneration Committee is an ‘independent director’ in accordance with the Nasdaq listing standards.

Dr. Michael Anghel, Mr. Dan Falk, Mr. Joseph Tenne and Mr. Eliezer Tokman are the current members of the Remuneration Committee, with Dr. Anghel serving as its chairman. Each of them is an ‘independent director’ in accordance with the Nasdaq listing standards. If re-elected at the Meeting, Mr. Hermoni will, as an external director, also serve as a member of the Remuneration Committee.

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The role of the Company’s Nominating Committee is to identify individuals qualified to become directors, to recommend such individuals for nomination for election as directors and to make recommendations to the Board concerning committee appointments. In undertaking this task, the Nominating Committee takes into account the composition requirements and qualification criteria set forth in the Companies Law and the Nasdaq listing standards, and determines the other criteria, objectives and procedures for selecting members of the Board and committee members, including factors such as independence, diversity, age, integrity, skills, expertise, breadth of experience, knowledge about the Company’s business or industry and willingness to devote adequate time and effort to the responsibilities of the Board in the context of the existing composition and needs of the Board and its committees.

Mr. Dan Falk and Prof. Shimon Ullman are the current members of the Nominating Committee, with Mr. Falk serving as its chairman. Each of them is an ‘independent director’ in accordance with the Nasdaq listing standards. Until the expiration of his term as a director on June 24, 2015, Mr. Hermoni also served as a member of the Nominating Committee and, if re-elected, would once again serve as a member of the Nominating Committee.

Executive Sessions

At least twice per annum the ‘independent directors’ of the Company (in accordance with the Nasdaq listing standards) meet in ‘Executive Sessions’, which no other persons have the right to attend. These meetings are intended to provide a forum in which the Company’s independent directors can discuss any issues that they consider relevant in their capacity as such.

Certain Transactions

Yochai Richter has an employment agreement with the Company pursuant to which he serves as Active Chairman of the Board. For further information see Executive Remuneration—Remuneration of the Active Chairman of the Board.

For information concerning the remuneration of directors and the eligibility and participation of directors in the 2005 Directors Plan and information concerning unexercised options held by directors and nominees for election as directors, including awards made during 2014, see Executive Remuneration—Remuneration of the Active Chairman of the Board;—Other Directors’ Remuneration;—Equity Awards to Directors. For information with respect certain proposed changes to 2005 Directors Plan, see Item 5.

For information concerning the insurance, indemnification and release of the directors, the chief executive officer and other Office Holders of the Company, see Executive Remuneration—Insurance, Indemnification and Release.

Certain equity awards held by certain Office Holders of the Company are subject to immediate vesting in the event of such Office Holder’s death or a change in control of the Company. In addition, certain Office Holders are, under certain circumstances, eligible for increased severance pay.

At the 2013 annual general meeting of shareholders, the shareholders approved a compensation policy with respect to the Terms of Office and Employment (as defined below) of the Company’s Office Holders (the “ Compensation Policy ”).

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For information concerning compensation granted to the Company’s five most highly compensated Office Holders with respect to the year ended December 31, 2014, see ‘Item 6 Directors, Senior Management and Employees—B Compensation—(b) Individual Compensation of Covered Executives’ in the Company’s Annual Report on Form 20-F for the year ended December 31, 2014.

(a) Approval Required for Directors’ Compensation

Pursuant to an amendment to the Companies Law which became effective on December 12, 2012 (the “ 2012 Amendment ”), the Company was required to adopt the Compensation Policy, which was approved by the Board in August 2013, after considering the recommendations of the Remuneration Committee, and by the Company’s shareholders in September 2013.

Pursuant to Israeli law, any arrangement between the Company and its directors as to their terms of office and employment, including exemption and release of the director from liability for breach of his or her duty of care to the Company, an undertaking to indemnify the director, post factum indemnification or insurance; any grant, payment, remuneration, compensation, or other benefit provided in connection with termination of service; and any benefit, other payment or undertaking to provide any payment as aforesaid (“ Terms of Office and Employment ”), must generally be consistent with the Compensation Policy and generally requires the approval of the Remuneration Committee, the Board and the shareholders. As discussed above, the Companies Law and the Compensation Regulations provide that the compensation payable to external directors and ‘independent directors’ under the Companies Law is subject to certain further limitations.

(b) Remuneration of the Active Chairman of the Board

Yochai Richter has an employment agreement with the Company pursuant to which he currently serves as Active Chairman of the Board. The agreement is terminable by Mr. Richter on 60 days’ notice and by the Company on 30 days’ notice as required by law. Upon termination, Mr. Richter is entitled to a lump sum payment equal to twelve times his monthly salary in effect at the time of termination plus certain benefits. He is also entitled to receive severance pay in cash equal to 150% of his last monthly salary payment times the number of years employed by the Company (commencing with his employment by Orbot in 1982) if he resigns and 200% of such payment times the number of years employed if the Company terminates the agreement other than for cause (in which case his severance payment would be between zero and half such amount).

The Audit Committee, the Board and the shareholders have approved the terms of Mr. Richter’s continued employment with the Company, including a monthly salary of $33,000 and an annual bonus equivalent to 1% of the net annual profit of the Company. A bonus of $353,800 was paid to Mr. Richter in respect of 2014. Pursuant

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to shareholder approval, commencing from the 2010 annual general meeting of shareholders, Mr. Richter became eligible to participate in the 2005 Directors Plan (as defined below) and will, for as long as he remains the Chairman of the Board or an ‘eligible director’ (as defined in the 2005 Directors Plan), continue to do so. In addition, as a continuing employee, equity awards made to Mr. Richter prior to his becoming so eligible continued to vest and become exercisable on their original terms and all such awards have now vested in full.

The above terms of Mr. Richter’s employment and service were approved prior to the 2012 Amendment. Any change to the terms described above will be subject to the approval process and other conditions set forth in the 2012 Amendment.

(c) Other Directors’ Remuneration

Under arrangements previously approved by the Audit Committee, the Board and the shareholders of the Company, and re-approved by the Remuneration Committee, the Board and the shareholders with the approval of the Compensation Policy, and consistent therewith, each of the members of the Board who is not, or will in the future cease to be, an employee of the Company, including external directors, is remunerated, as of September 2008, as follows: (i) an annual payment to each such director of NIS 65,000 plus applicable value added tax (“ VAT ”); and (ii) participation compensation to each such director of NIS 2,500 plus VAT for every meeting of the Board or any committee thereof that the director attends. In addition: (iii) the annual payment and the participation compensation of all such directors will be adjusted bi-annually to reflect changes in the Israeli Consumer Price Index (the “ CPI ”) in the manner provided in the Compensation Regulations; (iv) in the event that a director participates in a meeting by means of communication pursuant to Section 101 of the Companies Law, the Company shall pay 60% of the participation compensation; (v) in the event a resolution is adopted by the Board without a meeting pursuant to Section 103 of the Companies Law, the Company shall pay 50% of the participation compensation; and (vi) the annual payment shall be paid in four equal installments, and the participation compensation shall be remitted to the directors on a quarterly basis, in each case at the beginning of each calendar quarter with respect to the previous quarter, all as provided for in the Compensation Regulations. On June 26, 2015, after adjustment as described in (iii) above, the annual payment to each non-employee director described in (i) above stood at NIS 74,361.36; and the meeting participation compensation to each non-employee director described in (ii) above stood at NIS 2,860.05.

On July 14, 2005, the shareholders of the Company approved a directors’ equity remuneration plan for certain directors of the Company (the “ 2005 Directors Plan ”), which was amended with shareholder approval at the 2010 annual general meeting of shareholders. Under the 2005 Directors Plan (as amended), and as re-approved by the Remuneration Committee, the Board and the shareholders with the approval of the Compensation Policy, and consistent therewith, each director who is in office immediately after any annual general meeting of shareholders, including external directors and including directors who are employees of the Company, but not including the Chief Executive Officer (even if a director), in addition to the existing annual and per meeting fees, will be granted equity awards, comprised of options to purchase Ordinary Shares and “ Restricted Shares ” (which are Ordinary Shares awarded subject to certain transfer restrictions, forfeiture conditions and/or other terms and conditions) or “ RSU ”s (which are awards representing an unfunded and unsecured promise to deliver Ordinary Shares, cash, other securities or other property in accordance with certain terms and conditions), with an aggregate grant-date value equal to the lesser of $43,750 and the value of 3,750 Restricted Shares with respect to the Chairman of the Board, and with an aggregate grant-date value equal to the lesser of $35,000 and the value of 3,000 Restricted Shares with respect to each other eligible director under the 2005 Directors Plan. There is no separate reserve of shares for purposes of the 2005 Directors Plan and awards will be granted to the extent that there are sufficient Ordinary Shares reserved under any applicable equity remuneration plan of the Company. All share-based remuneration awarded under the 2005 Directors Plan was granted as part of, and out of Ordinary Shares available for grant under, the 2000 Plan (prior to its expiration) and/or the 2010 Plan. Equity awards under the 2005 Directors Plan will, to the extent that there are sufficient Ordinary Shares available for grant under the applicable Company equity plan, be apportioned at a ratio of one Restricted Share or RSU for every 2.5 Ordinary Shares subject to an option. All awards vest in full on May 31 of

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the calendar year following the year in which they are granted and are otherwise generally subject to the terms of the applicable Company equity plan under which they are awarded. Options expire no later than seven years after the date on which they were granted, subject to earlier expiration if, at any annual general meeting of shareholders prior to the expiration of such seven-year period, a director’s term expires and he or she is not re-elected. In such case, options expire upon the last to occur of: (i) 90 days following that annual general meeting of shareholders; (ii) three years from date of grant; and (iii) the expiration of such period as is prescribed in the 2000 Plan in circumstances of retirement after the age of 60. Should a director not serve until the end of his or her term for any other reason (apart from death or disability—in which case the provisions of the applicable Company equity plan will apply), any options unexercised, or Restricted Shares or RSUs unvested, at the time of ceasing to serve will expire and be cancelled and forfeited immediately.

At the Meeting, shareholders will be asked to ratify and approve certain amendments to the 2005 Directors Plan. See Item 5 below.

The Company has previously approved, and re-approved with the approval of the Compensation Policy, and consistent therewith, that external directors’ remuneration will be relative to that of ‘other directors’, as such term is defined in the Compensation Regulations, so that, in the event that, during their term as external directors, the Company increases the remuneration payable, whether the annual payment or the participation compensation, to any ‘other directors’, or grants additional equity-based compensation to ‘other directors’, each external director will receive, without further approval, additional remuneration, so that his or her annual compensation and/or compensation for participation in meetings, as the case may be, will be equivalent to the average compensation payable to such ‘other directors’ as annual payment or as participation compensation, respectively, or be granted additional equity-based compensation as is equal to the average additional equity-based compensation being granted to such ‘other directors’ and on substantially similar terms, as applicable. In addition, pursuant to the Compensation Regulations, the Company may also change the amount or form of remuneration payable to its then-serving external directors at the time of appointment of an additional external director, provided however that such change is to the benefit of the then-serving external directors.

The nominees for directors, including the nominee for external director, will, if elected, receive remuneration as described above (including with respect to the nominee for external director remuneration that is relative to that of ‘other directors’) and will, if elected, also participate in the 2005 Directors Plan and receive equity-based compensation as eligible directors thereunder, as described above. Furthermore, if the proposed amendments to the 2005 Directors Plan are approved by the shareholders at the Meeting, any directors elected at the Meeting, including the nominee for external director, as well as the then-serving external directors, will be entitled to receive the increased equity-based remuneration as discussed in Item 5 below.

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(d) Equity Awards to Directors

The following table sets forth information, as of June 26, 2015, concerning all outstanding option awards to persons who currently serve, or are nominees for election, as directors:

All of the above option awards are subject to the terms of the 2000 Plan and (other than certain of the awards made to Mr. Weisberg) were made as part of the 2005 Directors Plan. For information concerning the

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method of calculation of the number of Ordinary Shares subject to options and RSUs or Restricted Shares awarded to directors under the 2005 Directors Plan, see—Other Directors’ Remuneration. On June 26, 2015, the closing price of the Ordinary Shares as reported by Nasdaq was $21.16.

During 2014, 1,608 Restricted Shares were issued to the Active Chairman of the Board and 1,287 RSUs were awarded to each other director who was in office immediately after the 2014 annual general meeting of shareholders, including the external directors.

In addition, during 2014: (i) options to purchase a total of 22,810 Ordinary Shares held by directors were cancelled; (ii) options to purchase a total of 130,000 Ordinary Shares held by directors were exercised; (iii) 1,976 Restricted Shares held by the Active Chairman of the Board (all of which were granted during 2013) vested; and (iv) a total of 12,648 RSUs held by the other directors (all of which were awarded during 2013) vested. During the period from January 1, 2015 to June 26, 2015: (i) options to purchase a total of 62,255 Ordinary Shares were exercised by directors; (ii) no options to purchase Ordinary Shares held by any directors were cancelled; (iii) 1,608 Restricted Shares held by the Active Chairman of the Board (all of which were granted during 2014) vested; and (iv) a total of 11,583 RSUs held by the other directors (all of which were granted during 2014) vested.

For information concerning Restricted Shares held by persons who currently serve as directors, see footnote 1(b) to the table of Continuing Directors and Nominees for Directors presented above.

Pursuant to Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 (the “ Tax Ordinance ”) (and, with respect to RSUs, to a tax ruling the Company has received from the Israel Tax Authority) and to an election made by the Company thereunder and consistent with the Compensation Policy, gains derived by employees (which term includes directors) in Israel arising from the sale of Restricted Shares, shares delivered in settlement of RSUs or acquired pursuant to the exercise of options granted to them through a trustee under Section 102 of the Tax Ordinance after January 1, 2003, will generally be subject to a flat capital gains tax rate of 25%, although these gains may also include a salary income component. As a result of this election under Section 102, the Company will not, in the case of equity awards made on or after January 1, 2003, be allowed to claim as an expense for tax purposes in Israel the amounts credited to the employee as capital gains, although it will generally be entitled to do so in respect of the salary income component (if any) of such awards when the related tax is paid by the employee. Pursuant to shareholder approval, and consistent with the Compensation Policy, each of the equity awards granted to directors specified in the table above, as well as any other equity awards which may in the future be awarded by the Company to directors of the Company through a trustee under the 2000 Plan or the 2010 Plan and, if approved by the shareholders at the Meeting, under the 2015 Plan (whether as part of the 2005 Directors Plan, the 2005 Directors Plan as may be amended, if approved by the shareholders at the Meeting or otherwise), will benefit from the above-described capital gains tax treatment (other than equity awards to Mr. Yochai Richter and Dr. Jacob Richter granted during years in which their combined holdings exceed a certain percentage, as determined pursuant to relevant Israeli tax laws).

The salary income component of an equity award consists of the excess, if any, of the average price of the Ordinary Shares during the 30-day period immediately prior to the grant date over the exercise price of options awarded or the purchase price of Restricted Shares or RSUs granted (as the case may be). Because options under the Company’s equity plans are generally awarded at the market price of the Ordinary Shares on the grant date, the salary income component of options has historically been relatively small. By contrast, because RSUs and Restricted Shares have been issued at substantially below the market price of the Ordinary Shares and for nominal consideration only, the salary income component of Restricted Shares or RSUs, and the corresponding expense which the Company will be allowed to claim for tax purposes in Israel, is and will be significantly higher than in the case of options.

(e) Insurance, Indemnification and Release

The Remuneration Committee, the Board and the shareholders of the Company have resolved, consistent with the Compensation Policy, to ratify and approve the purchase and the periodic renewal by the Company of

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insurance coverage in respect of the liability of its Office Holders and any additional or other Office Holders as may be appointed from time to time in the future, including external directors, to the maximum extent permitted by law, that will provide for up to $50.0 million in coverage and will include coverage with respect to any public offering of shares or other securities of the Company; to undertake in advance to indemnify all directors and the chief executive officer of the Company currently in office, and any additional or other directors and chief executive officer(s) as may be appointed from time to time in the future, including external directors, for certain matters, costs and expenses as set forth in a letter of indemnification and exemption and release approved for issuance to them; and to exempt and release to the maximum extent permitted by law all directors and the chief executive officer of the Company currently in office, and any additional or other directors and chief executive officer(s) as may be appointed from time to time in the future, including external directors, from and against all liability for monetary or other damages due to, or arising or resulting from, a breach of their duty of care to the Company, including, with respect to directors, in their capacity as officers of the Company to the extent they also serve as officers of the Company, and to provide them with letters in this regard.

Following the adoption of the Compensation Policy, and consistent therewith, the Remuneration Committee and the Board resolved to similarly undertake in advance to indemnify all other Office Holders of the Company (in addition to the directors and the chief executive officer of the Company) in office at the time such resolutions were adopted, including all those currently in office; and to similarly exempt and release to the maximum extent permitted by law such other Office Holders of the Company, including all those currently in office, from and against all liability for monetary or other damages due to, or arising or resulting from, a breach of their duty of care to the Company and to provide them with letters in this regard.

Subject to the foregoing, any new director who is elected at the Meeting, as well as any current directors who are re-elected, including external directors, would benefit from the insurance, indemnification, release and exemption discussed herein.

Policy on Confidentiality and Trading in Company Securities

As a publicly traded entity, the Company maintains and enforces policies concerning confidentiality of information and the purchase and sale of its securities by all directors, officers, employees and consultants of the Company and its subsidiaries and related companies.

Equity-Based Remuneration Plans

(a) General

The Company presently administers the 2000 Plan and the 2010 Plan, both of which were adopted with shareholder approval, as well as one equity remuneration plan which was administered by PDI prior to consummation of the PDI Acquisition and assumed by the Company as part of the PDI Acquisition (the “ PDI Equity Remuneration Plan ”). These plans are discussed in further detail below.

Awards under the Company’s equity remuneration plans (other than: (i) to directors under the 2005 Directors Plan; or (ii) under the PDI Equity Remuneration Plan) generally vest as to 50% after two years from the effective date of grant, 75% after three years and 100% after four years (the “ Standard Vesting ”). Upon resignation by a grantee, options to the extent unexercised, unvested RSUs and Restricted Share awards to the extent that the applicable restrictions have not lapsed, held by the grantee generally expire or are forfeited on the earlier of the date of notice of resignation and the date of termination of employment or services. In any other case in which a grantee ceases to be an employee of, or consultant to, the Company (e.g. dismissal or departure by mutual agreement): (i) the vesting of all such equity awards ceases immediately upon notice; and (ii) unless the notice provides, or the Company and grantee agree, otherwise, the grantee may exercise awards, to the extent vested at the time of notice, until the termination of his or her employment or services. Prior to expiration of the 2000 Plan on June 4, 2015, Ordinary Shares subject to equity awards granted under the 2000 Plan became available for purposes of future equity awards under the 2000 Plan upon the expiration, termination, forfeiture or

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cancellation of such equity awards. Ordinary Shares subject to equity awards granted under the 2010 Plan become available for purposes of future equity awards under the 2010 Plan upon the expiration, termination, forfeiture or lapse of such equity awards unless such expiration, termination, forfeiture or lapse occurred solely because the performance goals with respect to any performance-based awards were not attained, in which case the Ordinary Shares subject to such equity awards do not again become available for purposes of the 2010 Plan.

Options under the PDI Equity Remuneration Plan usually expire upon termination of the grantee’s continuous service; however, in most cases optionees will, for a period of three months from the date of termination of continuous service, be entitled to exercise options to the extent that they were vested as of the date of termination of continuous service.

(b) Equity Plans

On June 21, 2000, the Board adopted, and the Company’s shareholders subsequently approved, the Employee Share Ownership and Option Plan (2000), which was amended in 2003 with shareholder approval, and was broadly amended, restated and renamed in 2005, also with shareholder approval. The 2000 Plan terminated on June 4, 2015 (except as to awards outstanding on that date).

During 2014, under the 2000 Plan: (i) options to purchase a total of 397,576, 853,444 and 271,655 Ordinary Shares (having respective weighted average exercise prices of $15.55, $9.32 and $18.93 per share) were awarded, exercised and cancelled, respectively; and (ii) a total of 1,608 and zero Restricted Shares were granted and forfeited, respectively. As of June 26, 2015, under the 2000 Plan: (i) options to purchase a total of 2,055,131 Ordinary Shares, expiring on various dates between August 6, 2015 and May 4, 2022 and having a weighted average remaining life of 3.81 years and a weighted average exercise price of $10.88 per share, were outstanding (of which 1,035,663 with a weighted average remaining life of 2.30 years and a weighted average exercise price of $9.35 per share had vested); and (ii) a total of 37,022 Restricted Shares had been forfeited.

(ii) The 2010 Plan

On July 15, 2010, the Board adopted, and the Company’s shareholders subsequently approved, the 2010 Plan. The 2010 Plan is intended to assist the Company in attracting, retaining, motivating and rewarding employees, officers, directors and/or consultants of the Company and/or of companies, partnerships or other entities and their respective subsidiary companies, partnerships or entities inside or outside of Israel in which the Company holds, directly or indirectly, at least a 50% equity interest, by providing them with equity-based incentives.

The 2010 Plan: (i) provides only for the awarding of Restricted Shares and RSUs and does not provide for the awarding of options to purchase Ordinary Shares; (ii) introduced performance-based equity awards to the Company’s equity program and provides that an aggregate of 250,000 or more of the Ordinary Shares subject to awards made under the 2010 Plan are to be subject to performance-based criteria to be established by the Board (but which shall be linked to the Company’s profitability); (iii) provides that if any award granted under the 2010 Plan expires, terminates or is forfeited or cancelled, settled in cash, or otherwise terminates for any reason without a delivery to the participant of the full number of Ordinary Shares to which the award related, the Ordinary Shares under such award which were not so delivered shall again be available for the purposes of the 2010 Plan; but that Ordinary Shares not delivered pursuant to performance-based Restricted Shares or RSUs which expire, terminate or are forfeited or lapse solely because the performance goals with respect thereto were not attained, and any Ordinary Shares withheld or surrendered in payment of taxes related to an award, will not again be available for purposes of the 2010 Plan; and (iv) provides that if the employment or services of a grantee of Restricted Shares or RSUs with or to the Company is or are terminated prior to the full vesting of, and lapsing of forfeiture provisions on, such award for any reason, the Restricted Shares or RSUs held by such participant

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that have not theretofore vested and on which the forfeiture provisions have not theretofore lapsed shall immediately be forfeited upon the earlier of such termination or notice of termination irrespective of the effective date of such termination (unless the applicable agreement provides otherwise). The Company’s general policy is to settle RSUs granted under the 2010 Plan through the issuance of Ordinary Shares rather than in cash, other securities, other awards under the 2010 Plan or other property. The 2010 Plan will terminate on July 14, 2020 (except as to awards outstanding on that date).

During 2014, under the 2010 Plan: (i) 131,397 non-performance-based, and 39,464 performance-based, RSUs were awarded; (ii) no Restricted Shares were awarded; (iii) 163,262 RSUs vested; and (iv) 46,620 RSUs were cancelled. As of June 26, 2015, under the 2010 Plan: (i) a total of 307,638 non-performance-based, and 109,491 performance-based, RSUs were outstanding; (ii) no Restricted Shares had been awarded; and (iii) 149,822 Ordinary Shares remained available for future equity awards. As at June 26, 2015, an aggregate of 303,134 Ordinary Shares subject to awards made under the 2010 Plan had been granted subject to performance-based criteria established by the Board.

During 2014, under the equity remuneration plans administered by PDI prior to consummation of the PDI Acquisition and assumed by the Company as part of the PDI Acquisition, options to purchase a total of 41,460 and 6,590 Ordinary Shares (having respective weighted exercise prices of $9.72 and $15.01 per share) were exercised and cancelled, respectively. As of June 26, 2015, under the PDI Equity Remuneration Plan: (i) options to purchase a total of 11,141 Ordinary Shares, expiring on either August 30 or on November 10, 2015 and having a weighted average remaining life of 0.34 years and a weighted average exercise price of $9.38 per share, were outstanding (all of which had vested).

Certain Information Concerning Equity Awards to Office Holders

The following table sets forth as a group, for all persons who were, at any time during 2014, Office Holders, certain information in respect of both the 2000 Plan and the 2010 Plan concerning: (i) equity awards granted by the Company between January 1, 2014 and December 31, 2014; (ii) options which were exercised and paid, and Restricted Shares and RSUs which vested, between such dates; (iii) equity awards which were cancelled between such dates; and (iv) equity awards which were outstanding on, and as at, December 31, 2014.

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It is proposed that at the 2015 Annual General Meeting the following resolutions be adopted:

“RESOLVED that:

Each of the nine resolutions above will be voted upon separately at the Meeting.

The Board recommends a vote FOR approval of the proposed resolutions.

ITEM 3— Re-appointment of Auditors

At the 2015 Annual General Meeting, Kesselman & Kesselman, independent registered public accountants in Israel and a member firm of PwC, will be nominated for re-appointment as auditors of the Company for the fiscal year ending December 31, 2015 and until the next annual general meeting of shareholders.

Pursuant to the provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), Israeli law and the Articles, the appointment of external auditors requires the approval of the shareholders of the Company, and their compensation requires the approval of the Board, following approval and recommendation by the Audit Committee. The Board has delegated its authority to approve the compensation of external auditors for non-audit services to the Audit Committee or to a delegate thereof. The Audit Committee has reviewed, and is satisfied with, the performance of Kesselman & Kesselman, and has approved and is recommending to shareholders to approve, their re-appointment as external auditors.

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Kesselman & Kesselman has no relationship with the Company or any affiliate of the Company except as auditors and, to a limited extent, as tax consultants. The Audit Committee believes that this limited non-audit function does not affect the independence of Kesselman & Kesselman. A representative of Kesselman & Kesselman will be present at the Meeting, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

The Audit Committee maintains a policy of approving and recommending only those services to be performed by the Company’s external auditors which are permitted under the Sarbanes-Oxley Act and the applicable rules of the SEC relating to auditor’s independence, and which are otherwise consistent with and will encourage, and are remunerated at levels that accord with, the basic principles of auditor independence. The general practice of the Audit Committee is to receive from the Company’s management, either at the time of the Audit Committee’s final review of management’s annual report on internal control over financial reporting or at the time of approval of the Company’s annual financial statements for the preceding fiscal year, a list of all services, including audit, audit-related, tax and other services, proposed to be provided during the current fiscal year to the Company by Kesselman & Kesselman and/or other member firms of PwC, as well as a report regarding the extent of such services actually provided by Kesselman & Kesselman and PwC during the previous fiscal year and the fees paid for such services performed. After reviewing and considering the services proposed to be provided during the current fiscal year and, where appropriate in order better to understand their nature, discussing them with management, the Audit Committee pre-approves such of the proposed services, with a specific pre-approved budget, as it considers appropriate in accordance with the above principles. Management also maintains a practice of discussing these matters on an ongoing basis during the year with Mr. Dan Falk, a member of the Audit Committee and its appointed delegate in respect of audit-related and non-audit-related services. Additional services from Kesselman & Kesselman and PwC and any increase in budgeted amounts will similarly be submitted for pre-approval during the year by the Audit Committee on a case-by-case basis.

All audit-related and non-audit-related services performed by Kesselman & Kesselman and/or other member firms of PwC during 2014 and 2013 were pre-approved by the Audit Committee in accordance with the procedures outlined above.

The following table provides information regarding fees paid by the Company to Kesselman & Kesselman and/or other member firms of PwC for all services, including audit services, for the years ended December 31, 2014 and 2013:

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It is proposed that at the 2015 Annual General Meeting the following resolution be adopted:

“RESOLVED, that the Company’s auditors, Kesselman & Kesselman, independent registered public accountants in Israel and a member firm of PricewaterhouseCoopers International Limited, be, and they hereby are, re-appointed as auditors of the Company for the fiscal year ending December 31, 2015, and until the Company’s next annual general meeting of shareholders.”

The Audit Committee recommends a vote FOR approval of the proposed resolution.

ITEM 4— Proposal to Adopt the Orbotech Ltd. 2015 Plan and to Reserve Ordinary Shares for purposes of the 2015 Plan

Background

The Company presently administers the 2000 Plan and the 2010 Plan, both of which were adopted with shareholder approval, as well as the PDI Equity Remuneration Plan. With the expiration of the 2000 Plan on June 4, 2015, the Company presently has the ability to grant Restricted Shares and RSUs only, pursuant to the 2010 Plan, which is designated for employees, officers, directors and/or consultants of the Company and related entities inside or outside of Israel in which the Company holds, directly or indirectly, at least a 50% equity interest. The 2010 Plan will expire on July 14, 2020 (except as to awards outstanding on that date).

As at June 26, 2015, an aggregate of 149,822 Ordinary Shares not subject to outstanding equity awards was available for award under the 2010 Plan. For additional information concerning the 2010 Plan, see Item 1—Election of Directors—Equity-Based Remuneration Plans.

As part of a broad review of its long-term equity incentive compensation programs in light of changes in industry practices the Remuneration Committee and the Board have resolved to adopt the 2015 Plan, and shareholders are being asked at the Meeting to ratify and approve the adoption of the 2015 Plan (in the form attached to this proxy statement as Exhibit A), including reserving Ordinary Shares for purposes of the 2015 Plan.

The general purpose and intent of the 2015 Plan is to assist the Company in attracting, retaining, motivating and rewarding employees, officers, directors and/or consultants of the Company and related companies by providing them with equity-based incentives.

Principal Distinguishing Features from the 2000 and 2010 Plans

The terms of the 2015 Plan are, in substance, essentially similar to the 2000 and 2010 Plans. See “Item 1—Election of Directors—Equity-Based Remuneration Plans—the 2000 Plan; the 2010 Plan” above. However, the 2015 Plan contains certain features which are not present, and omits certain features which are present, in the 2000 and 2010 Plans, as follows:

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It is the intention of the Company to continue to offer Restricted Shares and/or RSUs to eligible grantees under the 2010 Plan until the available pool of shares under that plan has been exhausted, as part of its ongoing efforts to attract and maintain highly skilled technical, scientific and other professional employees, in light of the strong competition for the services of such employees faced from other companies both within and outside Israel. The Company believes that the proposed allocation of Ordinary Shares under the 2015 Plan should be sufficient for equity-based awards at least through the date of the Company’s 2021 Annual General Meeting of Shareholders.

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Shares Available under the 2015 Plan; Projected Dilution

If approved by shareholders, an initial amount of 1,375,000 Ordinary Shares would be available under the 2015 Plan. The number of Ordinary Shares available for purposes of the 2015 Plan would be increased (but not decreased) automatically on December 31 of each of 2016, 2017, 2018, 2019 and 2020 by the greatest number of Ordinary Shares (rounded down to the nearest thousand), so that the sum of: (A) the total number of Ordinary Shares then subject to outstanding awards (under the 2015 Plan or any other equity-based remuneration plan of the Company); and (B) the total number of Ordinary Shares then available for future equity awards (under the 2015 Plan or any other equity-based remuneration plan of the Company), would not exceed 9.50% of the total number of Ordinary Shares outstanding at such time. For these purposes: (i) an award will be considered to be an ‘outstanding award’ in the fiscal year in which it is granted; (ii) an option to purchase Ordinary Shares will be considered to be an ‘outstanding award’ thereafter until it is exercised; and (iii) any award, other than options, will be considered to be an ‘outstanding award’ thereafter until it is no longer subject to conditions requiring continued service of the grantee.

Based on the above calculation, the initial allocation of 1,375,000 Ordinary Shares for purposes of the 2015 Plan, would result in (A) and (B) above being equal to 9.43% of total number of Ordinary Shares outstanding as of June 26, 2015.

Implementation of the 2015 Plan

In implementing the 2015 Plan, the Company will continue to evaluate the impact that Accounting Standards Codification 718, ‘Compensation—Stock Compensation’, promulgated by the Financial Accounting Standards Board of the United States (formerly known as FAS 123(R)) (“ ASC 718 ”), will have on its results of operations with respect to future equity awards. Pursuant to this Codification, the Company is required to account for equity awards using the grant-date fair value method over the period during which the recipient is required to provide service in exchange for the award. Accordingly, the cost of all such awards by the Company is recorded as compensation expense in the consolidated statements of operations.

The effect on the consolidated statements of operations will depend on a variety of factors including the market price of the Ordinary Shares at the time of future equity awards, the level and type of such awards and their terms, and valuation considerations, such as expected life of the award, volatility of the market price of the Ordinary Shares and applicable risk-free interest rates. The Company is not able to estimate the additional compensation expense from future equity awards but will carefully examine this expense and its relation to profitability when making such awards.

The 2015 Plan does not contain any specific limitations on the number of awards that may be granted in any particular year.

In accordance with the Compensation Policy, and the Company’s election in this regard, the capital gains route pursuant to Section 102 of the Tax Ordinance will apply for taxation of equity awards granted to employees under the 2015 Plan (including in respect of awards to the Company’s Chief Executive Officer and to directors, whether or not officers of the Company). For further information concerning Section 102 of the Tax Ordinance, see Items 1 and 2—Election of Directors—Executive Remuneration.

General Provisions of the 2015 Plan

The following is a summary of some of the main features of the 2015 Plan, presented assuming its approval by the shareholders. It is qualified by reference to the full text, which is attached to this proxy statement as Exhibit A.

Purpose and Scope of Plan; Types of Awards; Eligibility

The general purpose and intent of the 2015 Plan is assist the Company in attracting, retaining, motivating and rewarding employees, officers, directors and/or consultants of the Company and Related Companies (as

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defined below) by providing them with equity-based incentives. The 2015 Plan provides for the granting of options to purchase Ordinary Shares, RSUs, Restricted Shares and other equity-based awards and is designed to allow for grants within or outside the context of Section 102 of the Tax Ordinance. Awards under Section 102 may only be made to persons who are employees (as such term is defined for purposes of Section 102, which currently includes officers and directors) of the Company or any related company (as defined in the 2015 Plan) incorporated in Israel. Options may be designated as incentive stock options (“ ISOs ”) pursuant to Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), in which case they may only be made to persons who are employees of the Company or any Related Company.

Administration

The 2015 Plan is administered by the Board. Subject to applicable law and to the extent that the Board may decide to do so, its authority may be delegated to a committee, such as the Remuneration Committee, which is currently comprised of five directors, all of whom are ‘independent’ in accordance with the Nasdaq listing standards. Subject to the terms of the 2015 Plan, the Board (or any such committee) has the general authority: to interpret the 2015 Plan; to designate the types of grants to be made, the individuals to whom, and the time or times at which, awards shall be granted, the number of Ordinary Shares to be subject to each award, the purchase price (if any) of RSUs or Restricted Shares and the exercise price of options, whether grants shall be made through a trustee or otherwise, whether an award shall be granted pursuant to Section 102 of the Tax Ordinance, Section 422 of the Code or otherwise, whether, to what extent and under what circumstances Restricted Shares should be subject to transfer restrictions, forfeiture provisions and/or other terms and conditions, the vesting schedule of awards, including whether to accelerate such vesting and whether, to what extent and under what circumstances awards will be subject to the attainment of performance goals. The Board may also modify outstanding awards to comply with or satisfy local laws and regulations, to avoid costly governmental filings, or to implement administrative changes to the 2015 Plan that it deems necessary or advisable for compliance with laws.

Purchase Price; Vesting and Forfeiture

Options under the 2015 Plan may not be awarded at less than the mean average between the high and low sale prices of the Ordinary Shares on the date of grant, as reported by Nasdaq (other than in the case of options issued in assumption of, or in substitution for, outstanding awards previously granted by a company which is acquired by the Company). It is anticipated that RSUs and Restricted Shares will be issued at substantially below market price and for nominal consideration only, if any. Unless otherwise approved by the Board (or the shareholders, when their approval is required): (i) options, RSUs and Restricted Shares will generally vest in accordance with the Standard Vesting; (ii) options will expire ten years after their grant date; and (iii) options, RSUs and Restricted Shares (whether vested or unvested) will generally expire and be cancelled and forfeited immediately upon the earlier of termination or notice of termination of employment or services (irrespective of the effective date of such termination) if the employment or services of a participant are terminated due to resignation by the participant or dismissal of the participant for cause; and (iv) options, RSUs and Restricted Shares (whether vested or unvested) will generally continue to vest until, and shall remain exercisable by the participant until, and will expire and be cancelled and forfeited upon, the effective date of termination of employment or services, if the employment or services of a participant are terminated due to dismissal of the participant (other than for cause) or by mutual agreement. In no event may the term of an option granted under the 2015 Plan exceed ten years nor may an option be exercised beyond its originally-scheduled expiration date. However, the Standard Vesting, as well as certain of the option expiration provisions in the 2015 Plan, would not apply to equity awards granted to directors under the 2005 Directors Plan.

If any equity award granted under the 2015 Plan expires, terminates or is forfeited or cancelled for any reason without having been exercised in full, the shares subject thereto which have not been exercised shall again become available for the purposes of option awards under the 2015 Plan. However, Ordinary Shares withheld or surrendered in payment of any exercise price or taxes relating to an award, will not again be available for purposes of the 2015 Plan.

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Rights as Shareholders; Dividends

Option holders shall have none of the rights of a shareholder with respect to the Ordinary Shares subject to the option until such shares are transferred to the holder upon the exercise of the option. RSU holders and holders of other equity-based awards generally have none of the rights of a shareholder with respect to the Ordinary Shares subject to RSUs or other awards until such shares are transferred to the holder following the settlement of the RSUs or other awards, as applicable. However, at the discretion of the Board, dividend equivalents with respect to RSUs which have not been settled may be withheld by the Company subject to settlement or credited as additional RSUs that will vest and be settled concurrently with the underlying RSUs. Restricted Shares confer upon the holders thereof the rights of a shareholder of the Company with respect to the Restricted Shares, subject to the provisions of the 2015 Plan and any restrictions and conditions as the Board may include in the applicable restricted share agreement. Ordinary Shares, once issued upon the exercise of options, in settlement of RSUs or other equity-based awards or as Restricted Shares, shall participate equally with the Company’s other Ordinary Shares in cash dividends. However, dividends on any Restricted Shares that have not vested may be paid, withheld by the Company subject to vesting or credited as additional Restricted Shares that will vest concurrently with the underlying Restricted Shares, all as determined by the Board. If Ordinary Shares issued upon the settlement of RSUs, or Restricted Shares, are registered in the name of a trustee or deposited with a custodian, only the trustee or custodian shall be entitled to exercise rights as a shareholder vis-à-vis the Company, including the right to receive notices of and participate in shareholders’ meetings and vote such shares thereat. The trustee or custodian shall vote such shares in accordance with the instructions of the participants on whose behalf they are held and, in the absence of such instructions, at the discretion of the trustee or custodian in the best interests of the Company.

Nontransferability of Equity Awards

Options are personal and generally may not be sold, transferred or otherwise alienated or encumbered, either voluntarily or pursuant to any law, except under the laws of inheritance. RSUs and Restricted Shares are personal and generally may not, prior to the lapse of the specified restrictions (including, in the case of grants through a trustee pursuant to Section 102 of the Tax Ordinance, the statutory lock-up period) be sold, transferred or otherwise alienated or encumbered, either voluntarily or pursuant to any law, except under the laws of inheritance (and then only to the extent that they had vested on the date of death of the grantee). No power of attorney or deed of transfer, whether having immediate or future effect, may be given with respect to options or Restricted Shares on which the restrictions have not yet lapsed; and options may, during the lifetime of the grantee, be exercised only by the designated grantee (or, if granted to a trustee, by the trustee on the designated grantee’s behalf.

Changes in Capitalization, Significant Events

In the event of changes in the outstanding share capital of the Company, such as by reason of any stock dividend (bonus shares), stock split, recapitalization, combination, exchange of shares, merger, consolidation, liquidation, split-up, split-off, spin-off or other similar change in capitalization, the Board shall take such action as it deems appropriate for the adjustment of the number and class of shares subject to each unexercised or unvested award and in the purchase prices of each such award, as well as for the adjustment of the aggregate number and class of shares available under the 2015 Plan and the other maximum figures/limitations set forth in the 2015 Plan. In the event of certain “change in control” events, such as a consolidation or merger, any sale, lease, exchange or other transfer of all or substantially all the assets or shares of the Company, or the adoption of any plan for the liquidation or dissolution of the Company, the Board may, but shall not be obligated to: (A) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an award; (B) cancel all or any portion of an award for fair value (as determined in the sole discretion of the Board), which may equal the value of the consideration to be paid in the significant event transaction to holders of the same number of Ordinary Shares subject to awards (or, if no consideration is paid in any such transaction, the market price of the Ordinary Shares subject to such awards) less, in the case of awards subject to payment of a purchase price, the

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applicable aggregate purchase price of such awards; or (C) provide for the issuance of substitute awards with respect to acquiror stock that will substantially preserve the otherwise applicable terms of any affected awards previously granted hereunder as determined by the Board in its sole discretion.

Term of Plan; Amendments to the Plan

The 2015 Plan will expire on June 21, 2025 (except as to awards outstanding on that date), and may be terminated, modified, amended or extended by the shareholders of the Company. The Board may at any time terminate, modify or amend the 2015 Plan in such respects as it shall deem advisable; provided, however, that the Board may not, without shareholder approval: (a) except for adjustments with respect to automatic increases in the Maximum 2015 Plan Shares or in connection with changes in capitalization or other significant events: (i) increase the Maximum 2015 Plan Shares; or (ii) decrease the exercise price of any option or take any other action that would be treated as a re-pricing with respect to an option; (b) change the class of persons eligible to receive awards; (c) expand the types of awards issuable under the 2015 Plan; (d) extend the term of the 2015 Plan; (e) except for adjustments in connection with changes in capitalization or other significant events, increase the maximum number of Ordinary Shares that may be subject to ISOs; or (f) adopt any other amendments to the 2015 Plan that are considered material under the rules of Nasdaq or that are required to be approved by shareholders pursuant to the rules of any stock exchange on which the Ordinary Shares are listed or by applicable law.

Other than in certain circumstances specified in the 2015 Plan, no termination, modification or amendment of the 2015 Plan may, without the consent of the participant to whom any award shall theretofore have been granted, adversely affect the rights of such participant under such award.

Taxation Issues

See ‘Implementation of the 2015 Plan’ above with respect to the application of the capital gains route pursuant to Section 102 of the Tax Ordinance for taxation of equity awards to be granted under the 2015 Plan.

Each participant shall generally be liable for all taxes, duties, fines and other payments which may be imposed, whether imposed upon the participant, the Company, any related company, the trustee and/or any custodian, under applicable law, rule or regulation (including, but not limited to, income tax, social security payments and health tax) with respect to an award granted under the 2015 Plan or any other benefit in respect thereof (including, but not limited to, taxes, duties, fines and other payments imposed under applicable law on the grant, vesting or settlement of an award, the issuance of Ordinary Shares with respect to an award, the registration of Ordinary Shares in the participant’s name, dividends paid on Ordinary Shares issued with respect to an award, dividend equivalents granted with respect to an award or the sale of Ordinary Shares issued with respect to an award).

Governing Law

The 2015 Plan and all instruments under it will generally be governed by and interpreted in accordance with the internal laws of the State of Israel without reference to the principles of conflict of laws thereof, subject to the provisions of the Code with respect to ISOs and deferred compensation under Section 409A thereof, to the extent applicable.

Miscellaneous

Under Israeli law the award of any equity-based remuneration to directors of the Company (which would include the Chief Executive Officer of the Company, if a director) under the 2015 Plan would require specific shareholder approval for each grant, in addition to approval of the 2015 Plan as a whole, as detailed above under ‘Items 1 and 2—Executive Remuneration—(a) Approval Required for Directors’ Compensation’. The need for

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specific approval of each grant does not apply, however, to options, RSUs or Restricted Shares awarded automatically to directors in accordance with the 2005 Directors Plan as currently in effect or as proposed to be amended—see item 5. Similarly, awards to the Chief Executive Officer of the Company under the 2015 Plan would generally require specific shareholder approval by the Compensation Majority. See Item 6 below with respect to equity awards to the Company’s Chief Executive Officer.

No loans to directors or executive officers of the Company will be permitted in connection with the 2015 Plan that would contravene the provisions of Section 402 of the Sarbanes Oxley Act, which generally makes it unlawful for the Company, directly or indirectly, to extend or maintain credit in the form of a personal loan to or for any of its directors or executive officers.

It is proposed that at the 2015 Annual General Meeting the following resolution be adopted:

“RESOLVED to ratify and approve the adoption of the “Orbotech Ltd. 2015 Equity-Based Incentive Plan” in the form set forth in Exhibit A to the Orbotech Ltd. Proxy Statement for its 2015 Annual General Meeting of Shareholders (the “ 2015 Plan ”), and to reserve, for purposes of the 2015 Plan, the number of Ordinary Shares of the Company provided in the 2015 Plan (as such number may be increased and adjusted from time to time as provided in the 2015 Plan).”

The Board recommends a vote FOR approval of the proposed resolution.

ITEM 5— Proposal to Increase the Annual Equity Remuneration Payable to Directors

As discussed above, the Company is subject to the provisions of the Companies Law, under which arrangements between the Company and its directors as to their Terms of Office and Employment must generally be consistent with the Compensation Policy and generally require the approval of the Remuneration Committee, the Board and the shareholders. On July 14, 2005, the shareholders of the Company approved the 2005 Directors Plan, which was amended, also with shareholder approval, on September 1, 2010. For a discussion of the 2005 Directors Plan, see “Item 1—Executive Remuneration—Other Directors Remuneration” above.

In view of the value placed upon the role of the Active Chairman and of the other members of the Board, the Remuneration Committee and the Board have resolved, and propose that the shareholders approve, to amend the 2005 Directors Plan, primarily to increase the annual equity remuneration of each eligible director.

Under these proposed amendments, effective as of the 2015 Annual General Meeting: (a) equity awards to directors under the 2005 Directors Plan would no longer include options to purchase Ordinary Shares and would consist of RSUs and/or Restricted Shares only; (b) the annual equity-based remuneration payable to each eligible director would be increased such that eligible directors will be granted equity awards under the 2005 Directors Plan, comprised as aforesaid of RSUs and/or Restricted Shares, as follows: (A) with respect to the Active Chairman, with an aggregate value equal to the lesser of: (i) $75,000; and (ii) the value of 6,250 Restricted Shares, and (B) with respect to each other eligible director, with an aggregate value equal to the lesser of: (i) $60,000, and (ii) the value of 5,000 Restricted Shares. Such equity-based remuneration is in addition to the directors’ existing cash remuneration (currently, the annual and per meeting fees).

In addition to the above primary changes, certain minor language improvements and other technical, non-substantive changes are being proposed to the 2005 Directors Plan, including in connection with: enabling equity awards to be made to eligible directors from the 2015 Plan (assuming it is adopted at the Meeting); and changing the name of the 2005 Directors Plan to: “The Orbotech Directors Annual Equity Award Plan”.

The above summary of the proposed principal changes to the 2005 Directors Plan is qualified by reference to the full text of the 2005 Directors Plan (as amended), which is attached to this proxy statement as Exhibit B, in which the proposed additions to the 2005 Directors Plan are underlined and the proposed deletions are indicated by a strikethrough.

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In accordance with previous shareholder approval, the Compensation Policy and the Company’s election in this regard, the Active Chairman and the other eligible directors will generally benefit from the capital gains tax treatment pursuant to Section 102 of the Tax Ordinance with respect to equity awards under the 2005 Directors Plan made from shares available under the equity remuneration plans of the Company currently existing or which may be adopted in the future (see Items 1 and 2—Election of Directors—Executive Remuneration) unless and until such time as the Company changes its election.

Shareholders are being asked at the Meeting to ratify and approve the amendment of the 2005 Directors Plan (in the form attached to this proxy statement as Exhibit B) and to replace the current 2005 Directors Plan with a consolidated and integrated form of the 2005 Directors Plan incorporating all such amendments, including changing the name of the 2005 Directors Plan to: “The Orbotech Directors Annual Equity Award Plan”.

It is proposed that at the 2015 Annual General Meeting the following resolution be adopted:

“RESOLVED to ratify and approve the amendment of the equity remuneration plan for certain directors of the Company in the form set forth in Exhibit B to the Orbotech Ltd. Proxy Statement for its 2015 Annual General Meeting of Shareholders and that a consolidated form of that plan, incorporating all such amendments in an integrated form, be, and it hereby is, adopted and approved.”

The Board recommends a vote FOR approval of the proposed resolution.

ITEM 6— Proposal to Increase and make certain other changes to the Annual Equity Remuneration Payable to the Chief Executive Officer of the Company

As discussed above, the Company is subject to the provisions of the Companies Law, under which the Terms of Office and Employment of directors and the Chief Executive Officer are required to be consistent with the Compensation Policy and require the approval of the shareholders. Generally, such approval requires a simple majority; however, with respect to a chief executive officer who is not a director, shareholder approval requires the Compensation Majority.

Under arrangements entered into between the Company and the current Chief Executive Officer of the Company, Mr. Asher Levy (the “ CEO ”) prior to the 2012 Amendment, the CEO receives an annual salary of NIS 1,560,000 (approximately $434,540, based on an exchange rate of NIS 3.59 = $1.00, which reflects the average conversion rate for 2014) plus benefits, an annual cash bonus equal to 1.25% of the Company’s net profit for such year and annual grant of equity-based compensation with a grant-date value equal to the lesser of $200,000 or the value of 23,500 Restricted Shares. Any change to these arrangements is subject to the approval process and other conditions set forth in the 2012 Amendment. With respect to 2014, the cost to the Company of the CEO’s salary and benefits was $685,287 and his cash bonus was $443,000.

The features of the annual grant of equity-based compensation to the CEO are currently as follows:

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The Remuneration Committee and the Board have resolved, and are recommending to the shareholders to approve: (i) an increase in the annual equity-based compensation payable to the CEO from the current lesser of $200,000 or 23,500 Restricted Shares to the lesser of $500,000 or 42,000 Restricted Shares; and (ii) a change in the date upon which annual equity awards would be made to the CEO and upon which their value would be calculated, from the date of approval of the Company’s financial statements for the third quarter of such year to the date of the annual general meeting of shareholders of the Company in such year, commencing with the 2015 Annual General Meeting, thereby aligning the grant date of equity awards to the CEO with the grant date of equity awards to directors of the Company under the 2005 Directors Plan. In all other respects, equity awards to the CEO would continue to be made upon the same terms and conditions as currently apply to such awards, including those discussed above.

It is proposed that at the 2015 Annual General Meeting the following resolution be adopted:

“RESOLVED to ratify and approve the increase in, and the other changes to, the annual equity remuneration payable to the Chief Executive Officer of the Company, as set forth in the Orbotech Ltd. Proxy Statement for its 2015 Annual General Meeting of Shareholders.”

The Board recommends a vote FOR approval of the proposed resolution.

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ITEM 7— Proposal to Increase the Company’s Registered (Authorized) Share Capital and to Amend the Company’s Memorandum and Articles of Association Accordingly

The registered (authorized) share capital of the Company is currently NIS 11,200,000 consisting of 80,000,000 Ordinary Shares, nominal (par) value NIS 0.14 each. As of June 26, 2015, there were 42,488,221 Ordinary Shares issued and outstanding (net of Treasury Shares) and an additional 2,633,223 Ordinary Shares were reserved for outstanding and future equity awards pursuant to equity remuneration plans adopted or assumed by the Company. In addition, if the 2015 Plan is approved by shareholders, an additional 1,375,000 Ordinary Shares will initially be reserved for equity awards under that plan and such number will be automatically increased, in each of the years 2016-2020, as described in Item 4 above and in the 2015 Plan. Accordingly, there is a limited number of unissued shares currently available to the Company for use for other corporate purposes such as the issue of bonus shares (stock dividends), acquisitions or other transactions.

The Board has, accordingly, resolved to recommend that the Company’s registered (authorized) share capital be increased by NIS 9,800,000 divided into 70,000,000 Ordinary Shares nominal (par) value NIS 0.14 each, and that the Company’s Memorandum and Articles of Association be amended accordingly, so as to provide additional authorized Ordinary Shares in reserve to meet future needs of the Company and to enable the Company to respond rapidly to business opportunities which may arise in the best interests of the Company. The Company does not have any immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional Ordinary Shares which would be authorized by the proposed increase in the Company’s registered share capital. The increase would, however, enable the issuance of additional shares, including bonus shares, without need for any further action or authorization by the Company’s shareholders unless required by applicable law or regulatory agencies or by the rules of any securities exchange on which the Company’s securities may then be listed.

The holders of any of the additional Ordinary Shares issued in the future would generally have the same rights and privileges as the holders of the Ordinary Shares currently authorized and outstanding. Those rights do not include preemptive rights with respect to the future issuance of any additional Ordinary Shares. In addition, the increase in the registered share capital could, under certain circumstances, have an anti-takeover effect by, for example, allowing issuance of shares that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other similar transaction. However, this proposal is not being made in response to any effort of which the Company is aware to accumulate Ordinary Shares or obtain control of the Company.

It is proposed that at the 2015 Annual General Meeting the following resolution be adopted:

“RESOLVED that:

The Board recommends a vote FOR approval of the proposed resolutions.

Consideration of the Report of the Independent Registered Public Accounting Firm and the Consolidated Financial Statements

At the 2015 Annual General Meeting, the Report of the Independent Registered Public Accounting Firm and the Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2014, will be

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presented for discussion. The representative of Kesselman & Kesselman present at the Meeting will be available to respond to appropriate questions from shareholders concerning the Report of the Independent Registered Public Accounting Firm and the Consolidated Financial Statements of the Company.

SHAREHOLDER PROPOSALS

According to regulations promulgated pursuant to the Companies Law governing the terms of notice and publication of shareholder meetings of public companies, holder(s) of one percent or more of the Company’s voting rights may propose any matter appropriate for deliberation at a shareholder meeting to be included on the agenda of a shareholder meeting, including nomination of candidates for directors, generally by submitting a proposal within seven (7) days of publicizing the convening of a shareholder meeting, or, if the Company publishes a preliminary notice at least twenty-one (21) days prior to publicizing the convening of a meeting, stating its intention to convene such meeting and the agenda thereof, within fourteen (14) days of such preliminary notice. Any such proposal must further comply with the information requirements under applicable law and the Articles.

The Annual Report of the Company for the fiscal year ended December 31, 2014, including its consolidated financial statements, is enclosed but is not a part of the proxy solicitation material.

By Order of the Board

 

YOCHAI RICHTER		ASHER LEVY
Active Chairman of the Board of Directors		Chief Executive Officer

Dated: June 29, 2015

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The shares subject to the 2015 Plan shall be Ordinary Shares of the Company of NIS 0.14 nominal (par) value per share (“ Ordinary Shares ”), subject to adjustment as provided in Section 15. Such Ordinary Shares may be, in whole or in part, as the Board shall from time to time determine and subject to applicable

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law, authorized and unissued Ordinary Shares or previously issued and fully paid Ordinary Shares which have resulted from Awards which have been forfeited and returned to the Company, or Ordinary Shares which shall have otherwise been purchased by the Company or by a Related Company or by the Trustee or by any Custodian (as hereinafter defined) hereunder with funds provided by the Company. In no event shall fractional Ordinary Shares be issued under the 2015 Plan upon the exercise or settlement of any Award.

The Board may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of substitute Awards) and make adjustments if the number of Ordinary Shares actually delivered differs from the number of shares previously counted in connection with an Award.

The aggregate number of Ordinary Shares that may be issued and delivered pursuant to Awards granted under the 2015 Plan (the “ Maximum 2015 Plan Shares ”) shall be equal to the sum of: (i) 1,375,000; (ii) the number of additional Ordinary Shares determined pursuant to Section 3.3; and (iii) the number of any additional Ordinary Shares resulting from an adjustment in accordance with the terms of the 2015 Plan, including, without limitation, Section 15. No Award may be issued under the 2015 Plan unless, at the time of the grant of such Award, such Award would not cause the Maximum 2015 Plan Shares limitation (as adjusted from time to time) to be exceeded.

Any increase in the Maximum 2015 Plan Shares other than provided in this Section 3 shall be subject to the provisions of Section 17.

The number of Ordinary Shares available for purposes of the 2015 Plan shall be increased automatically, at the close of business in New York, NY, United States, on December 31 of each of the calendar years 2016, 2017, 2018, 2019 and 2020, by the greatest possible number of Ordinary Shares (rounded down to the nearest thousand) such that the sum of: (i) the total number of Ordinary Shares then subject to outstanding equity awards (under the 2015 Plan or any other equity remuneration plan of the Company, either currently existing or which may be adopted in the future, under which equity awards remain outstanding (collectively, “ Company Equity Plans ”)); and (ii) the total number of Ordinary Shares then available for future equity awards under Company Equity Plans, shall not exceed 9.50% of the total number of Ordinary Shares outstanding at such time; provided however, that in no event shall the number of Maximum 2015 Plan Shares be decreased pursuant to this Section 3.3.

For purposes of this Section 3.3: (A) an Award will be considered to be an ‘outstanding Award’ in the fiscal year in which it is granted; (B) an Option will be considered to be an ‘outstanding Award’ thereafter until it is exercised; and (C) any Award, other than Options, will be considered to be an ‘outstanding Award’ thereafter until it is no longer subject to conditions requiring continued service of the Participant. All Ordinary Shares available under the 2015 Plan shall be available for any type of Award, except that the maximum number of Ordinary Shares that may be subject to Incentive Stock Options granted under the 2015 Plan shall be as set forth in Section 3.5, subject to adjustment as provided in Section 15.

If any Award granted under the 2015 Plan shall expire, terminate or be forfeited or cancelled, settled in cash, or otherwise terminate for any reason without a delivery to the Participant (or the Trustee or Custodian on the Participant’s behalf) of the full number of Ordinary Shares to which the Award related, the Ordinary Shares under such Award which were not so delivered shall automatically, and without any further action on the part of the Company or any Participant, again be available for the purposes of the 2015 Plan. Notwithstanding the foregoing, Ordinary Shares, if any, withheld or surrendered in payment of the exercise price or taxes relating to an Award, shall be deemed Ordinary Shares delivered to the Participant for the purposes hereof and will not again be available for purposes of the 2015 Plan.

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The aggregate number of Ordinary Shares that may be issued and delivered under the 2015 Plan pursuant to Awards in the form of Incentive Stock Options shall not exceed 100% of the Maximum 2015 Plan Shares as of the Effective Time (as defined below) (subject to adjustment as provided in Section 15).

If the aggregate Market Price (as defined below) (determined with respect to each Incentive Stock Option at the time such Option is granted) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all equity remuneration plans of the Company or any Related Company) exceeds $100,000 (as such figure may be adjusted under Section 422(d) the Code), the Options or portion thereof that exceed such limit shall be Options that do not qualify as Incentive Stock Options (such Options, “ Nonqualified Stock Options ”); but in all other respects the original Agreement (as defined below) shall remain in full force and effect. The determination of which Options shall remain Incentive Stock Options and which Options shall be Nonqualified Stock Options shall be made taking Options into account in the order in which they were granted.

Notwithstanding anything herein to the contrary, equity-based awards assumed or substituted by the Company or any Related Company as part of a corporate transaction (including, without limitation, from an entity that merges with or into the Company or any Related Company, is acquired by the Company or any Related Company, or is otherwise involved in a similar transaction) shall not be counted against the number of Ordinary Shares reserved and available for purposes of the 2015 Plan.

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Furthermore, and without derogating from the aforesaid or any other provision hereof, Awards granted or Ordinary Shares issued which were designated as made through a trustee pursuant to Section 102: (i) may not be sold until the end of the Lock-Up Period, unless otherwise allowed or determined by the Israeli tax authorities; and (ii) all Additional Rights with respect thereto will be subject to the same tax route applicable to the original Award.

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The Board may determine, at the time of grant of any Award, that forfeiture conditions and the lapse of the restrictions with respect to such Awards, and their vesting or settlement may be subject, wholly or partially, to the attainment of performance goals approved by the Board for a performance period established by the Board (such Awards, “ Performance-Based Awards ”). The Board shall prescribe the nature of, and conditions attaching to, any performance goals which may be set with respect to Performance-Based Awards granted under the 2015 Plan. The Board shall determine whether, with respect to a performance period, the applicable performance goals have been met generally or with respect to a given Participant.

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Ordinary Shares, once issued upon the exercise, settlement or grant of Awards hereunder (as applicable), shall participate equally with the Company’s other Ordinary Shares in every cash dividend which shall be declared and distributed, subject to the following provisions:

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Dividends on Restricted Share Units and Restricted Shares that have not yet been settled and the forfeiture provisions with respect to which have not yet lapsed shall be subject to the following provisions:

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Notwithstanding any other provisions of the 2015 Plan, the Board shall, consistent with any applicable provisions as may be set forth in an applicable Agreement, take such action as it deems appropriate for the adjustment of each such Award in the event of changes in the outstanding share capital of the Company by reason of any stock dividend (bonus shares), stock split, reverse stock split, recapitalization, reorganization, combination, exchange of shares, merger, consolidation, liquidation, split-up, split-off, spin-off or other similar change in capitalization, or a distribution to ordinary shareholders, including a rights offering (but not including ordinary cash dividends), or any like change (including, without limitation, making provision for cash payments to holders of outstanding Awards in consideration for the cancellation of such Awards). In any such event, the Board without liability to any person shall make such substitution or adjustment, if any, as it deems equitable as to: (i) the number and kind of Ordinary Shares (for the avoidance of doubt, if Ordinary Shares are converted into other securities, the term ‘Ordinary Share’ for purposes of the 2015 Plan shall constitute a reference to such other securities) or other securities issued or reserved for issuance pursuant to the 2015 Plan or pursuant to outstanding Awards; (ii) the Maximum 2015 Plan Shares; (iii) the maximum number of Ordinary Shares that may be subject to Incentive Stock Options; (iv) the purchase price (including, without limitation, the Option Exercise Price), if applicable, with respect to any Award; and/or (iv) any other affected terms of such Awards.

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The 2015 Plan shall be effective as of the date of approval thereof by the Board, which occurred on June 22, 2015 (the “ Effective Time ”), subject to shareholder approval of the 2015 Plan within 12 months of the Effective Time. No Award will be granted under the 2015 Plan following the Effective Time until shareholder approval thereof is obtained. Awards granted prior to termination of the 2015 Plan will, subject to the terms of the 2015 Plan and any applicable Agreement with a Participant, continue to vest thereafter.

Unless the 2015 Plan shall theretofore have been terminated as hereinafter provided, it shall terminate on, and no Award shall be granted after, June 21, 2025. The 2015 Plan may be terminated, modified, amended or extended by the shareholders of the Company. The Board may at any time terminate, modify or amend the 2015 Plan in such respects as it shall deem advisable; provided, however, that the Board may not, without shareholder approval: (i) except for adjustments as provided for in Section 3.3 or in connection with events described in Section 15: (A) increase the Maximum 2015 Plan Shares; or (B) permit any action prohibited by Section 6.1.2; (ii) change the class of persons eligible to receive Awards; (iii) expand the types of Awards issuable under the 2015 Plan; (iv) extend the term of the 2015 Plan; (v) except for adjustments pursuant to Section 15, increase the maximum number of Ordinary Shares that may be subject to Incentive Stock Options; or (vi) adopt any other amendments to the 2015 Plan that are considered material under the rules of Nasdaq or that are required to be approved by shareholders pursuant to the rules of any stock exchange on which the Ordinary Shares are listed or by applicable law. Except as provided in Section 2.4 and in Section 18 or as otherwise provided in the 2015 Plan, no termination, modification or amendment of the 2015 Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted, adversely affect the rights of such Participant under such Award.

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The Company, any Related Company, the Trustee and/or any Custodian shall have the right to require the Participant to pay an amount in cash or to retain or sell without notice Ordinary Shares in value sufficient to cover any tax required by any governmental entity to be withheld or otherwise deducted and paid with respect to the Awards or the Ordinary Shares subject thereto (including, without limitation, upon their grant, vesting, settlement or sale or the registration of the Ordinary Shares in the Participant’s name) or with respect to dividends or any other benefits in respect thereof (“ Withholding Tax ”), and to make payment (or to reimburse itself or himself or herself for payment made) to the appropriate tax authority of an amount in cash equal to the amount of such Withholding Tax, remitting any balance to the Participant. Notwithstanding the foregoing, a Participant shall be entitled to satisfy the obligation to pay any Withholding Tax, in whole or in part, by providing the Company, a Related Company, the Trustee and/or any Custodian with funds sufficient to enable the Company, the Related Company, the Trustee and/or any Custodian to pay such Withholding Tax.

The Company, any Related Company, the Trustee or the Custodian shall at any time be entitled to apply to the Israeli Tax Authority, and in the case of a Participant outside the State of Israel, to any non-Israeli tax authority, for receipt of their certificate of authorization as to the amount of tax which the Company, any Related Company, the Trustee, the Custodian or the Participant is to pay to the tax authorities resulting from the grant, vesting or settlement of any Awards, the issuance, sale or transfer of any Ordinary Shares deriving from any Award, or regarding any other question with respect to the application of the 2015 Plan.

Without derogating from the above, the Company (including any Related Company) and/or the Trustee or the Custodian shall have the right to require that any Participant provide guarantees or other security to the Company’s satisfaction to guarantee the payment of any taxes or other obligatory payments which may be payable as a result of or in connection with the grant, vesting or settlement of any Awards and the issuance, sale or transfer of any Ordinary Shares deriving from any Award (including any sum payable arising out of or in connection with the Company’s, the Related Company’s, the Trustee’s or the Custodian’s obligations to deduct tax and other obligatory payments at source). With respect to Awards granted pursuant to Section 102 which were not designated as made through a trustee, if the Participant’s employment with the Company or a Related Company is terminated for any reason, the Participant will be obligated to provide the Company with a guarantee or other security to its satisfaction and at its discretion, to cover any tax obligations which may arise thereafter in connection with the disposition of the Ordinary Shares.

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No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Agreement or by action of the Board in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares under the 2015 Plan, is expressly permitted under the terms of the applicable Agreement or by such Board action to make such an election and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of the election with the U.S. Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provision.

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The 2015 Plan and all instruments issued hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Israel without reference to the principles of conflict of laws thereof, subject to the provisions of: (i) the Code with respect to any Awards intended to qualify as Incentive Stock Options and designated as such in an applicable Agreement; and (ii) Section 409A with respect to any deferred compensation (within the meaning of Section 409A) to the extent necessary to comply with Section 18.6.

Notwithstanding anything contained herein to the contrary, all Awards granted under the 2015 Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may in the future be adopted by the Company or as required by applicable law, and in each case, as may be amended from time to time, including, but not limited to, any clawback provision(s) in the Compensation Policy. Any such policy adoption or amendment shall in no event require the prior consent of any Participant. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law.

21. Miscellaneous

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Exhibit B

ORBOTECH LTD.

The Orbotech Directors Annual Equity Award Plan

2005 Directors Plan (as Amended, 2010)

(the “ 2005 Directors Plan ”)

B-1

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In accordance with previous shareholder approval, the Company’s policy regarding compensation of Directors and Officers and the Company’s election in this regard and the approval of the shareholders at the Company’s 2003 Annual General Meeting , the Eligible Directors will benefit from the capital gains tax treatment pursuant to Section 102 of the Israeli Income Tax Ordinance with respect to Awards under The Orbotech Directors Annual Equity Award Plan the 2005 Directors Plan made from Ordinary Shares available under the Company Equity Plans 2000 Plan pursuant to Section 102 of the Israeli Tax Ordinance unless and until such time as the Company changes its election . In accordance with the Company’s election and, if approved by shareholders at the 2010 Annual General Meeting, the Eligible Directors will benefit from the capital gains tax treatment with respect to Awards under the 2005 Directors Plan made from Ordinary Shares available under the 2010 Plan pursuant to Section 102 of the Israeli Tax Ordinance unless and until such time as the Company changes its election .

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		¨

ORBOTECH LTD.

THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 3, 2015

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints MR. YOCHAI RICHTER and MR. MICHAEL HAVIN, and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to vote with respect to all Ordinary Shares of ORBOTECH LTD. (the “ Company ”), standing in the name of the undersigned at the close of trading on June 26, 2015, at the 2015 Annual General Meeting of Shareholders of the Company (the “ Meeting ”) to be held at the Company’s principal offices at 7 Sanhedrin Boulevard, North Industrial Zone, Yavne, Israel, on Monday, August 3, 2015, at 10:00 a.m., Israel time, and at any and all adjournments thereof, with all the power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as specified on the reverse side:

(Continued and to be signed on the reverse side)

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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ORBOTECH LTD.

August 3, 2015

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL :

The notice of the Meeting, proxy statement and proxy card are available at

www.orbotech.com

Please complete, sign, date and mail your

proxy card in the envelope provided

as soon as possible.

In order to be counted, a duly executed proxy must be received prior to the Meeting. This will be deemed to have occurred only if such proxy is received either by the Company at its principal executive offices at any time prior to the commencement of the Meeting, or by the Company’s transfer agent in New York, New York, by no later than 11:59 p.m., New York time, on July 31, 2015 (and, in each case, not revoked prior to such time). Shares represented by proxies received after the times specified above will not be counted as present at the Meeting and will not be voted.

i   Please detach along perforated line and mail in the envelope provided.   i

   ¢