Executive Remuneration

The following table sets forth, as a group, for all persons who were, at any time during 2015, Office Holders of the Company, all remuneration paid or accrued by the Company in respect of the fiscal year ended December 31, 2015:

For information concerning compensation granted to the Company’s five most highly compensated Office Holders with respect to the year ended December 31, 2015, 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, 2015.

(a) Approval Required for Directors’ Compensation

The Company first adopted a 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 at the 2013 AGM, in September 2013. As required under the Companies Law, the Compensation Policy, as proposed to be updated, is being brought for shareholder approval at the Meeting (see Item 3 below).

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.

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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 $567,500 was paid to Mr. Richter in respect of 2015. Pursuant to shareholder approval, commencing from the 2010 annual general meeting of shareholders, Mr. Richter became eligible to participate in the Directors Annual Equity Award Plan and will, for as long as he remains the Chairman of the Board or an ‘eligible director’ (as defined in the Directors Annual Equity Award Plan), continue to do so.

The above terms of Mr. Richter’s employment and service were approved prior to the time when the Company first became required to adopt a Compensation Policy. Any change to the terms described above will be subject to the approval process and other conditions set forth in the Companies Law.

(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 at the 2013 AGM, 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 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 July 31, 2016, 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 “ Directors Annual Equity Award Plan ”), which was amended with shareholder approval at the 2010 and 2015 annual general meetings of shareholders. Under the Directors Annual Equity Award Plan, 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 “ 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 $75,000 and the value of 6,250 Restricted Shares with respect to the Chairman of the Board, and with an aggregate grant-date value equal to the lesser of $60,000 and the value of 5,000 Restricted Shares with respect to each other eligible director under the Directors Annual Equity Award Plan. There is no separate reserve of shares for purposes of the Directors Annual Equity Award 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 Directors Annual Equity Award Plan has been or will be granted as part of, and out of Ordinary Shares available for grant under, the 2000 Plan (prior to its expiration), the 2010 Plan and/or the 2015 Plan. All equity awards under the Directors Annual Equity Award Plan vest in full on May 31 of the calendar year following the year in which they are granted and are otherwise generally subject to the terms of

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the applicable Company equity plan under which they are awarded. Options previously awarded and still outstanding under the Directors Annual Equity Award Plan 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 such director ceases to serve will expire and be cancelled and forfeited immediately.

The Company has previously approved, and re-approved with the approval of the Compensation Policy at the 2013 AGM, 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 will, if elected, receive remuneration as described above and will, if elected, also participate in the Directors Annual Equity Award Plan and receive equity-based compensation as eligible directors thereunder, as described above.

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(d) Equity Awards to Directors

The following table sets forth information, as of July 31, 2016, concerning all outstanding option awards held (if held) by persons who currently serve as directors:

All of the above option awards are subject to the terms of the 2000 Plan and were made as part of the Directors Annual Equity Award Plan. For information concerning the method of calculation of the number of Ordinary Shares subject to RSUs or Restricted Shares awarded to directors under the Directors Annual Equity Award Plan, see—Other Directors’ Remuneration. On July 29, 2016, the closing price of the Ordinary Shares as reported by Nasdaq was $28.53.

During 2015, 3,910 RSUs were awarded to the Active Chairman of the Board and 3,128 RSUs were awarded to each other director who was in office immediately after the 2015 annual general meeting of shareholders, including the external directors.

In addition, during 2015: (i) no options to purchase Ordinary Shares held by directors were cancelled; (ii) options to purchase a total of 108,496 Ordinary Shares held by directors were exercised; (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 awarded during 2014) vested. During the period from January 1, 2016 to July 31, 2016: (i) options to purchase a total of 74,523 Ordinary Shares were exercised

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by directors; (ii) no options to purchase Ordinary Shares held by any directors were cancelled; (iii) 3,910 RSUs held by the Active Chairman of the Board (all of which were granted during 2015) vested; and (iv) a total of 31,280 RSUs held by the other directors (all of which were granted during 2015) vested.

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 which would be subject to income tax at the grantee’s marginal tax rate. 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 income component of such awards (if any) which is subject to income tax at the grantee’s marginal tax rate, 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, 2010 or 2015 Plans (whether as part of the Directors Annual Equity Award Plan 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 of 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 (see Item 3 below with respect to the maximum amount of insurance coverage in the proposed updated Compensation Policy); 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.

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Following the adoption of the Compensation Policy at the 2013 AGM, and consistent therewith, the Remuneration Committee and the Board resolved to similarly undertake in advance to indemnify all 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, which includes all of those currently in office; and to similarly exempt and release to the maximum extent permitted by law all such other Office Holders of the Company, 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 current directors who are re-elected would benefit from the insurance, indemnification, release and exemption discussed herein.

(f) Other Director Disclosure

The Company is not aware of any agreements or arrangements between any director or nominee for election as a director and any person or entity other than the Company relating to compensation or other payment in connection with such director’s or nominee’s candidacy for director or for a director’s service as a director of the Company.

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.

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 2015, Office Holders, certain information in respect of the 2000, 2010 and 2015 Plans concerning: (i) equity awards granted by the Company between January 1, 2015 and December 31, 2015; (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, 2015.

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It is proposed that at the 2016 Annual General Meeting the following resolutions be adopted:

“RESOLVED that:

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

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

ITEM 2— Re-appointment of Auditors

At the 2016 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, 2016 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.

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.

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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 2015 and 2014 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, 2015 and 2014:

It is proposed that at the 2016 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, 2016, and until the Company’s next annual general meeting of shareholders.”

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

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ITEM 3— Approval of an Updated Compensation Policy

At the 2013 AGM the shareholders of the Company approved the adoption of the Compensation Policy, which sets forth the Company’s policy regarding the Terms of Office and Employment of Office Holders.

The Compensation Policy must be reviewed from time to time by the Company’s Remuneration Committee and Board, to ensure its alignment with the Company’s compensation philosophy and to consider its continued appropriateness. Pursuant to the Companies Law, the Compensation Policy must generally be re-approved every three years by the Board, after considering the recommendations of the Remuneration Committee, and by the Company’s shareholders, by the Compensation Majority. Any amendment to the Compensation Policy requires approval in the same manner.

As part of the ongoing review by the Company of its compensation practices and in light of the experience gained in the implementation of the Compensation Policy since its adoption three years ago, the changes in the Company’s business activities and in market practices since then, as well as adaptation to legislative changes, the Remuneration Committee and the Board have resolved to adopt, and shareholders are being asked at the Meeting to approve, certain changes to the Compensation Policy. To the extent not approved by shareholders, the Remuneration Committee and the Board may nonetheless approve the updated Compensation Policy, following re-discussion of the matter and for specified reasons, provided such approval is in the best interests of the Company. If the updated Compensation Policy is approved, then pursuant to the Companies Law, the updated Compensation Policy will need to be re-approved by shareholders within three years.

The terms of the Compensation Policy (as proposed to be updated), remain substantially similar to the Compensation Policy adopted at the 2013 AGM. However, the proposed updates to the Compensation Policy, if approved, would result in the following principal changes:

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The above summary of the proposed principal changes to the Compensation Policy is qualified by reference to the full text of the updated Compensation Policy, which is attached to this proxy statement as Exhibit A.

When considering this matter, and in order to satisfy themselves that the proposed updating of the Compensation Policy and the various compensation elements included in the updated Compensation Policy are fair and reasonable and are in line with market practice, the Remuneration Committee and the Board: (i) took into account numerous factors, including the relevant matters and provisions set forth in the Companies Law; (ii) reviewed various data and information deemed relevant, including with respect to other pertinent companies; and (iii) availed themselves of the advice and assistance of legal and compensation advisors.

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According to the Company’s current (and proposed to be revised) Compensation Policy, linking pay for performance is a principal objective in the Company’s compensation practices with respect to its officers. Therefore, the Company ties the annual cash bonuses of officers to the Company’s GAAP net profits, while limiting the annual cash bonuses to all officers as a group to up to 10% of the Company’s GAAP net profit for such year and the annual cash bonus of any individual officer to up to 1.5% of the net profit as aforesaid.

In addition to the foregoing, for internal management purposes the eligibility of officers other than certain members of senior management (notably, the Active Chairman of the Board, the CEO and President and Chief Operating Officer) for an annual bonus is subject to additional, quantitative and qualitative performance measures individually tailored for each officer with respect to his or her responsibilities and relevant business unit. These may include: business unit net contribution, return on invested capital, adherence to cost targets, achievement of the unit’s strategic plan, on-time project completion and personal survey score, all of which are also determined at the beginning of each calendar year.

By way of background, the following table shows the average monthly base salaries, and the average annual cash bonuses as a function of such salaries, of officers (other than the Active Chairman of the Board, the CEO and President and Chief Operating Officer, as aforesaid, and the President of the Company’s SD Division) with respect to the years 2011 - 2015:

In addition, the following chart reflects the actual average pay mix of officers as aforesaid, divided into the three compensation elements (base salary, annual cash bonus and equity-based compensation), for the years 2011 - 2015:

Shareholders are being asked at the Meeting to approve the Compensation Policy in the form attached to this proxy statement as Exhibit A.

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Consistent with the foregoing, the Remuneration Committee and the Board have reviewed the base salary of the Company’s CEO, Mr. Asher Levy, and, subject to approval by the shareholders of the updated Compensation Policy, have resolved to increase the CEO’s monthly base salary, effective as of May 1, 2016, from NIS 130,000 to NIS 150,000 (approximately $34,031 and $39,267 respectively, based on the exchange rate of NIS 3.82 = $1.00 published by the Bank of Israel in respect of July 29, 2016 (the “ Current Exchange Rate ”)), which would be equivalent to increasing Mr. Levy’s annual salary from the current NIS 1,560,000 to NIS 1,800,000 (approximately $408,377 and $471,205, respectively, based on the Current Exchange Rate), reflecting an increase of approximately 16% over his current annual base salary.

It is proposed that at the 2016 Annual General Meeting the following resolution be adopted:

“RESOLVED, to approve the Company’s updated compensation policy in the form attached as Exhibit A to the Orbotech Ltd. Proxy Statement for its 2016 Annual General Meeting of Shareholders.”

The approval of the above resolution requires approval by the Compensation Majority.

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

ITEM 4— Approval of a One-time Equity-based Award 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.

The CEO’s current compensation arrangements

Under arrangements originally entered into between the Company and its current CEO, Mr. Asher Levy, prior to the time when the Company first adopted a Compensation Policy, and as amended at the Company’s 2015 annual general meeting of shareholders, the CEO currently receives a monthly base salary of NIS 130,000, equal to an annual base salary of NIS 1,560,000 (approximately $34,031 and $408,377, respectively, based on the Current Exchange Rate) 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 $500,000 or the value of 42,000 Restricted Shares. Any change to these arrangements is subject to the approval process and other conditions set forth in the Companies Law. With respect to 2015, the cost to the Company of the CEO’s salary and benefits was $537,219 and his cash bonus was $709,500.

As part of the ongoing review by the Company of its compensation practices, the Remuneration Committee and the Board have reviewed the compensation package of the CEO, Mr. Asher Levy. Subject to approval of the updated Compensation Policy (see Item 3 above), they have resolved to increase the monthly base salary payable to the CEO, effective as of May 1, 2016, from the current NIS 130,000 to NIS 150,000 (approximately $39,267, based on the Current Exchange Rate), which would be equivalent to increasing Mr. Levy’s annual base salary from the current NIS 1,560,000 to NIS 1,800,000 (approximately $471,204, based on the Current Exchange Rate), reflecting an increase of approximately 16% over his current annual base salary.

One-time equity-based award

As part of the Company’s abovementioned review of its compensation practices, the Remuneration Committee and the Board have also resolved, subject to shareholder approval, to grant Mr. Levy a one-time equity-based award, having an aggregate grant-date value of $600,000 (the “ One-time Grant ”). The One-time Grant, if approved at the Meeting, would be made on the date of the 2016 Annual General Meeting, would consist solely of RSUs and would not be subject to the attainment of any performance goals. Other than that, the

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One-time Grant will be made upon the same terms and conditions as currently apply to Mr. Levy’s annual equity awards, including the provisions with respect to vesting, forfeiture, acceleration upon the occurrence of certain events and taxation.

The Remuneration Committee and the Board are proposing the One-time Grant in recognition of Mr. Levy’s leadership of the Company, as well as his significant contributions to the Company’s achievements and to increasing long-term shareholder value, since taking office in 2013. These achievements include the SPTS Acquisition in 2014, the successful integration of the acquired business of SPTS and the recent series of corporate re-financing transactions that have reduced leverage and interest expense and which are expected to afford the Company the flexibility needed to capitalize on future growth opportunities.

In proposing the One-time Grant, the Remuneration Committee and the Board have also considered Mr. Levy’s overall compensation package, and found that providing a one-time equity bonus would not be inconsistent with the Company’s remuneration philosophy and would reward and further align Mr. Levy’s interests with long-term shareholder value.

Accordingly, it is proposed that at the 2016 Annual General Meeting the following resolution be adopted:

“RESOLVED to approve the grant of a one-time equity-based award to the Chief Executive Officer of the Company, Mr. Asher Levy, as set forth in the Orbotech Ltd. Proxy Statement for its 2016 Annual General Meeting of Shareholders.”

The approval of the above resolution requires approval by the Compensation Majority.

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

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

At the 2016 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, 2015, will be 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.

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The Annual Report of the Company for the fiscal year ended December 31, 2015, 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: August 8, 2016

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Exhibit A

ORBOTECH LTD.

Policy regarding Compensation of Directors and Officers (the “Policy”)

As a publicly traded entity incorporated under the laws of the State of Israel, Orbotech Ltd. (“ Orbotech ” or the “ Company ”) is subject to the Israeli Companies Law, 5759-1999 (the “ Companies Law ”) which mandates the adoption of a policy regarding the terms of office and employment of the Company’s “office holders” (as such term is defined in the Companies Law) (“ Office Holders ”).

The purpose of this Policy is to formalize Orbotech’s compensation philosophies, practices and policies, as they apply to all Office Holders of Orbotech.

The term “officers”, as used herein, includes all Office Holders other than members of the Board of Directors (“ Directors ” and the “ Board ”, respectively). However, to the extent Directors are also employees of the Company or also hold management positions with the Company (“ Management Directors ”) or to the extent that the chairman of the Board is an active chairman (an “ Active Chairman ”), as is the case at the time this Policy was initially approved by the Board, the term “officers” shall also refer to such Management Directors and Active Chairman.

Orbotech’s philosophies, practices and policies, as detailed herein, have been approved by the Board, following recommendation of the Remuneration Committee of the Board (the “ Remuneration Committee ”), and will periodically be reviewed by the Remuneration Committee and the Board in order to ensure they provide appropriate motivation for Company performance and increased shareholder value and that they meet the requirements of applicable law.

Any amendment to this Policy shall require the approvals as set forth in the Companies Law.

It is hereby clarified, that nothing contained herein shall obligate the Company to grant any particular type or amount of compensation to any Office Holder, other than as provided for herein, nor shall it derogate from any approval procedures mandated by the Companies Law.

The principal objectives of Orbotech’s compensation policies and practices are:

As a company which aims to be the global leader in advanced micro manufacturing solutions for electronics and adjacent industries that ensure greater production efficiencies for sustainable profitability, Orbotech also visions team work and collaboration as essential to its development.

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Additionally, the Company values integrity, honesty, accountability, ethical conduct and fairness, and views them as an essential part of its compensation philosophy.

The elements of officers’ compensation packages will generally consist of: (a) base salary; (b) benefits and perquisites; (c) cash incentives; (d) equity-based compensation; and (e) termination payments.

Ratio between elements : each element is intended to support one or more of the objectives detailed in Section II above. The ratio, or “mix”, between such elements for each officer will reflect Orbotech’s objective of correlating between Company success and the total value of compensation that an officer receives, while recognizing that the ratio, or mix, may vary from officer to officer and from time to time and at times, including in years where Company performance is poor, officers may receive reduced, or may not receive any, cash or equity-based incentives.

Notwithstanding the foregoing, the aggregate value of cash incentives and equity-based compensation (valued at grant, and with respect to equity-based compensation paid in cash – valued at payment) with respect to any given calendar year may not exceed 90% of the total value of an officer’s compensation from his or her annual base salary, cash incentives and equity-based compensation, with respect to such year.

Considerations for determining compensation : when considering compensation of officers, the Company will consider the principal objectives detailed above and will also take into account:

In addition, the Company may, from time to time, review its compensation practices in comparison with those of other leading high technology companies of comparable size and nature ( e.g. , in terms of revenues, market cap, number of employees, global operations and the like) and/or companies which compete with the Company for similar talent, generally and in the geographies relevant to the Company at the time in particular.

Sections IV to VII below describe each of the primary elements detailed above.

Purpose and Determinations . Base salaries are intended to compensate officers for their time and services and are initially negotiated and generally set forth in officers’ employment or service agreements.

Base salaries and any adjustments thereto, will be considered based on the objectives and considerations detailed above, and consequently, will vary between officers. When conducting salary reviews, the Company will also consider such matters as the macro-economic environment, inflation and Company performance.

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While recognizing that the Companies Law authorizes the Remuneration Committee only to approve non-material changes in the compensation of the chief executive officer of the Company (the “ CEO ”), the Company believes that any such changes should also be approved by the Board and furthermore that any increase in the annual base salary of the CEO, beyond those made merely to reflect increases in the consumer price index, shall be deemed “material” and shall require shareholder approval as well, as provided in the Companies Law, to the extent any such increase results in a further increase of more than 8% of the CEO’s annual base salary, per annum, on a cumulative basis (so that if no adjustment is made in any calendar year, an adjustment in excess of 16% in the following year would be deemed “material” and require shareholder approval as aforesaid, and so forth), provided however , that, any increase in excess of 16% of the CEO’s annual base salary over the annual base salary prior to such increase, would be deemed “material” and require shareholder approval as aforesaid.

One-time grants . New-hires, promoted employees or current employees may be granted one-time cash or equity-based awards upon recruitment, promotion or due to special retention needs, at the discretion of the Company.

Benefits and perquisites . In addition, officers will be provided benefits mandated by applicable law and may be provided with benefits and perquisites generally acceptable in the local market and/or generally available to other Company employees ( e.g. , study fund, car, phone, medical benefits). Provided however , that the cost to the Company of all benefits and perquisites (other than the cost of termination related benefits detailed in Section VII below and the cost of benefits associated with relocation) which are not mandated by law shall not exceed 35% of an officer’s annual base salary with respect to any given calendar year.

Officers are also entitled to reimbursement of expenses and for business travel, including per diem expenses, room and board in accordance with Company policies and for membership fees in professional organizations and professional liability insurance.

In the event an officer is engaged outside of Israel or is relocated to another geography, then the benefits provided will include customary benefits associated with such location and may exceed 35% of the officer’s annual base salary.

In addition to the foregoing, and unless otherwise determined by the Remuneration Committee and the Board, the CEO will be authorized to approve benefits and perquisites for any officer who is not the CEO, provided however , that the value of such benefits and perquisites with respect to any calendar year does not exceed the value of one monthly base salary of such executive officer. In approving those benefits and perquisites the CEO may take into consideration retention of executives, as well as adapting to specific or unaccounted for changes or events that may occur during the year.

Purpose and Determinations . Officers may be granted annual and/or special, or ad hoc, cash bonuses, at the discretion of the Company, taking into consideration the relevant objectives and considerations set forth in Sections II and III above, and subject to the conditions set forth below, as well as any additional terms and conditions or criteria for entitlement thereof that may be determined by the Company from time to time.

The Company may determine, with respect to any or all officers, that any annual cash bonus or special, or ad hoc, cash bonus whose date of payment falls following termination of such officer’s employment by or service to the Company, however arising, will not be paid and such officer will not be eligible to receive such bonus. Such determination may be made as part of an officer’s employment agreement or otherwise.

Annual Cash Bonuses:

Annual cash bonuses are intended to promote the Company’s work plan and business strategy by rewarding officers for achievement of the Company’s business and financial goals through team work and collaboration.

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It is the Company’s philosophy that due to their direct line-of-sight and influence on the Company’s results, officers’ annual cash bonuses should generally be directly linked to such results, while additional criteria, such as an officer’s performance or his or her expected future contributions, as well as achievement of additional objectives the Company may determine, may be used to reflect both team effort and the officer’s individual contribution. Therefore, each officer’s annual cash bonus will generally be determined as a percentage of the Company’s annual results, and may be negotiated and set forth in such officer’s employment or service agreement.

Measurement c riteria . The Company believes that quantitative and qualitative performance measures using key performance indicators can be useful and appropriate tools in determining annual cash bonus eligibility, but that eligibility can also be based solely on the discretion of the Remuneration Committee and of the Board, and with respect to officers other than the CEO, on the discretion of the CEO as well.

Limitations . To the extent not otherwise determined in employment or service agreements, subsequently to or concurrently with the approval of the budget with respect to any calendar year, the Company will determine, following recommendation of the chairman of the Remuneration Committee, with respect to any Management Director, including the Active Chairman, if any, and following recommendation of the chairman of the Board, with respect to the CEO and the recommendation of the CEO with respect to all other officers, the annual cash bonus for each such officer for such calendar year as a percentage of the Company’s annual results,  provided however , that the annual cash bonuses to all officers, as a group, with respect to any calendar year, will not exceed 10% of the Company’s net profits for such year as set forth in the Company’s audited financial statements with respect to such year (“ GAAP Net Profits ”) and the annual cash bonus of any individual officer with respect to any calendar year will not exceed 1.5% of the GAAP Net Profits for such year. The Company may determine such percentages for a term of several years in advance.

Qualitative-individual Component ; Limitation s . With respect to years for which an annual cash bonus is payable as aforesaid, the Company may pay, in addition to any bonus otherwise payable as aforesaid but subject to the limitations as set forth above, an additional amount to each officer, including the CEO, based on the evaluation of the relevant officer’s supervisors, and with respect to the CEO, subject only to the approval of the Remuneration Committee and of the Board following the recommendation of the chairman of the Board; provided however , that such amount shall not exceed the greater of: (i) 20% of such officer’s annual cash bonus otherwise payable as aforesaid with respect to such year and (ii) 3 monthly base salaries.

Discretionary Annual Bonus . Notwithstanding the foregoing, if with respect to any calendar year (a) no annual cash bonus is payable as aforesaid or (b) if the annual cash bonus payable as aforesaid to any officer is less than three months’ base salary of such officer, then the Company may, at its discretion and based on the evaluation of the relevant officer’s individual performance, and with respect to the CEO, subject only to the approval of the Remuneration Committee and of the Board following the recommendation of the chairman of the Board, pay such officer, including the CEO, an amount, in addition to the annual cash bonus otherwise payable as aforesaid to such officer, if any, of up to the difference between three months’ base salary of such officer and the amount, if any, of the annual cash bonus otherwise payable as aforesaid to such officer, even if such amounts exceed the limitations as set forth above, which shall be deemed as such officer’s annual cash bonus for that certain calendar year.

It is hereby clarified that the Company may determine that, with respect to any specific year, all or any particular officers shall not be entitled to an annual cash bonus.

Special, or Ad Hoc, Cash Bonuses :

In addition to the annual cash bonus, an officer may be granted a special, or ad hoc, cash bonus, at the discretion of the Company. Such special, or ad hoc, cash bonus is intended to enable the Company to retain executives by providing such bonus subject to their continued employment in the Company, as well as to enable the Company to adapt to specific or unaccounted for changes or events that may occur during the year.

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The terms of any special, or ad hoc, cash bonus and the method of calculation thereof will be determined by the Company following recommendation of the CEO (and, with respect to the CEO following recommendation of the chairman of the Board and with respect to any Management Director, following recommendation of the chairman of the Remuneration Committee). Notwithstanding the foregoing, subject to the requirements of the Companies Law, the Company may grant an officer a special, or ad hoc, cash bonus based solely on qualitative-individual considerations.

P rovided however , that the aggregate value of all special, or ad hoc, cash bonuses to any officer with respect to any calendar year will not exceed the greater of (i) three months’ base salary of such officer; and (ii) 20% of such officer’s total variable compensation with respect to such year.

Limitation : the total amount of all special, or ad hoc, cash bonuses in the aggregate, together with any annual cash bonus and together with any equity-based compensation of each officer, with respect to any given calendar year, may not exceed the cap determined by the limitation under  ratio between elements  in Section III above.

Purpose . Equity-based compensation is intended to attract and retain officers and align their interests with shareholders’ interests to maximize creation of long-term economic value for the Company.

Equity awards Determinations. Equity-based awards will generally be granted on an annual basis, subject to the discretion of the Company. In certain circumstances, the Company may grant awards on an ad hoc basis. With respect to Management Directors (including the Active Chairman, if any, but excluding the CEO, if a Management Director), the provisions of Section VIII below, rather than of this Section VI, will apply with respect to equity-based compensation.

Equity-based awards may include one or more of the following types of awards: options to purchase shares, restricted shares, restricted share units, performance shares and/or performance share units.

The Company will determine the type and amount of equity-based awards to be granted to each officer, as well as any combination between such awards, based on the relevant objectives and considerations set forth in Sections II and III above ( e.g. , size and value of awards already held by officers, balancing effective risk management, retention and rewarding for performance).

While recognizing that the Companies Law authorizes the Remuneration Committee only to approve non-material changes in the compensation of the CEO, the Company believes that any such changes should also be approved by the Board and furthermore that any increase in the value, calculated as of the date of their grant, of the equity-based compensation of the CEO during any calendar year shall be deemed “material” and shall require shareholder approval as well, as provided in the Companies Law to the extent any such increase is in excess of 8% in comparison to the value of equity-based compensation of the CEO during the previous year on a cumulative basis (so if no increase is made in any calendar year, an increase in excess of 16% in the following year shall be deemed “material” and require shareholder approval as aforesaid, and so forth), provided however , that, any increase in excess of 16% of the value, calculated as of the date of grant, of the equity-based compensation of the CEO over the value of the equity-based compensation during the previous calendar year would be deemed “material” and require shareholder approval as aforesaid.

Time-based and performance-based criteria . The passage of time will generally be sufficient criteria for the vesting of equity-based awards. However, the vesting of at least 25% in value of equity-based awards granted to officers subject to the provisions of this Section VI, calculated at the date of grant (and with respect to equity-based awards paid in cash - calculated at the date of payment), will be subject to the attainment of measurable performance goals set by the Company.

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The Company may determine other or additional specific terms and conditions or criteria, whether for the vesting of all or any part of such awards or for entitlement thereof, and whether generally or with respect to specific grants, specific officers or otherwise.

Equity-based awards will be granted pursuant to the Company’s 2010 and 2015 Equity-Based Incentive Plans, as amended from time to time (the “ 2010 Plan ” and the “ 2015 Plan ”, respectively) and/or any other equity-based incentive plan that the Company may adopt in the future, subject to availability thereunder, and generally on the terms provided for therein and as determined by the Company. Any equity-based awards to officers must include both an exercise period of no more than ten years from the date of grant, and a minimum vesting period of not less than one year from the date of grant, provided however , that the Remuneration Committee and the Board may provide for shorter vesting periods in special circumstances and when deemed appropriate.

Until otherwise determined, and to the extent legally available and applicable, equity-based awards to officers will be granted through a trustee pursuant to the provisions of Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “ Income Tax Ordinance ”), under the capital gains route.

Accelerated vesting. The Company may approve the accelerated vesting of equity-based awards upon termination of service or employment and/or upon a change of control, and may provide for continued vesting of, or an extended exercise period for, equity-based awards beyond those generally applicable pursuant to the relevant plan in such circumstances, provided such extended exercise period does not extend beyond the original exercise period set forth in the terms of the grant.

Individual Limitation . Subject to the foregoing, in no event shall the value of equity-based awards granted to any officer, calculated as of the date of their grant (and with respect to equity-based awards paid in cash - at the date of their payment), during any calendar year exceed 300% of such officer’s annual base salary and in no event will the value of equity-based awards as aforesaid, together with any annual cash bonus and together with any special, or ad hoc, cash bonus with respect to any given calendar year, exceed the cap determined by the limitation under  ratio between elements  in Section III above.

Maximum Share Limitation . The total number of Company shares available for future equity awards under the equity-based incentive plans of the Company together with the total number of Company shares then subject to outstanding awards under such plans, shall not exceed at any time 10% of the total number of Company shares outstanding at such time. For these purposes, an award is considered to be an ‘outstanding award’ in the fiscal year in which it was granted, an option to purchase Company shares will be considered to be an ‘outstanding award’ thereafter until it is exercised and 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.

The Company may from time to time consider determining a cap for the exercise value of equity-based awards.

Termination payments will generally be set forth in officers’ employment or service agreements and are intended to comply with applicable laws, and to provide officers with compensation in the event of termination in circumstances determined by the Company, including voluntary termination.

When considering termination payments, the Company will generally consider, among other matters, the officer’s term of service or employment, his or her remuneration during such term, Company performance during such term and the contribution of such officer to the achievement of the Company’s goals and maximization of its profits, as well as the circumstances of termination.

Officers’ termination payments may include one or more of the following components, subject to the following limitations:

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The Company may also provide for one or more of the following elements, subject to the following limitations:

Directors who are not employees of the Company and who do not hold any management positions with the Company, including external Directors and other independent Directors, if any, pursuant to the Companies Law or otherwise, are referred to herein as “ Non-management Directors ”.

The Company’s philosophy is to provide fair and reasonable compensation to its Non-management Directors, taking into account the Company’s business environment, its size and nature of operations.

With respect to external Directors and in accordance with the Companies Regulations (Rules regarding Compensation and Expenses to an External Director), 5760-2000, as amended by the Companies Regulations (Reliefs for Companies whose Shares are Registered for Trading on an Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time (the “ Compensation Regulations ”), compensation of the Company’s external Directors may be determined relative to that of “other directors”, as such term is defined in the Compensation Regulations, and may include equity-based compensation.

Accordingly, Non-management Directors’ compensation will be comprised of the following:

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Awards will be granted pursuant to the Company’s Directors Annual Equity Award Plan, as amended from time to time (the “ Directors Plan ”) and/or any other equity-based incentive plan the Company may adopt in the future, subject to availability under the 2010 Plan, the 2015 Plan and/or any other equity-based incentive plan the Company may adopt in the future, and generally on the terms provided for therein and as determined by the Company; provided however, that any equity-based awards to Directors will generally be designed so that they will vest in full on or before the next following annual general meeting, and may include quarterly or monthly vesting, and will have an exercise period of no more than seven years from the date of grant.

Until otherwise determined, and to the extent legally available and applicable, equity-based awards to Israeli Directors will be granted through a trustee pursuant to the provisions of Section 102 of the Income Tax Ordinance, under the capital gains route.

Directors will also be entitled to reimbursement of expenses and for business travel, in accordance with Company policies.

The annual and participation fees will be adjusted and payable in accordance with the Compensation Regulations. Pursuant to the Compensation Regulations, there are, currently, automatic adjustments in the annual payment and the participation compensation based on increases in the Israeli Consumer Price Index. The Compensation Regulations also currently provide for payment of partial participation compensation in the event resolutions are adopted in writing or by participation through various methods of communication and also enable increased payments to Directors to the extent they are “experts”, as defined in the Compensation Regulations.

Applicable value added tax will be added to the above compensation in accordance with applicable law.

Non-management Directors’ compensation, as well as equity-based awards to any Directors (other than the CEO, if a Director) may be reviewed and considered from time to time by the Company. When reviewing and considering compensation, the Company may consider, inter alia, previous compensation and the relationship between the contemplated compensation and the compensation of Company employees (including those employed by manpower contractors) and specifically the median and average compensation and the effect of such relationship on work relations in the Company.

Until otherwise determined, with the adoption of this Policy, the compensation, including the equity-based compensation, of all Non-management Directors currently in office and any additional or other Non-management Directors as may be appointed from time to time in the future, including external Directors, and the equity-based compensation of all Management Directors currently in office and any additional or other Management Directors as may be appointed from time to time in the future (other than the CEO, if a Director) is and will continue to be as approved by shareholders of the Company at the Company’s 2008 annual general meeting (an “ AGM ”), at the Company’s 2010 AGM and at the Company’s 2015 AGM.

External Directors’ compensation will, until otherwise determined, 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

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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 ‘other directors’ and on substantially similar terms, as applicable.

The Company will release all Directors, the CEO and the president/chief operating officer of the Company (the “ COO ”) currently in office and any additional or other Directors, CEO or COO as may be appointed from time to time in the future, including external Directors, from liability for a breach of their duty of care to the Company and provide them with indemnification to the fullest extent permitted by law and the Company’s Articles of Association and may release other Office Holders and provide them with indemnification as aforesaid.

Until otherwise determined, with the adoption of this Policy: (i) the exemption and release from liability for a breach of their duty of care to the Company as approved by the shareholders of the Company at the Company’s 2013 AGM shall apply to all Directors, the CEO and the COO currently in office and any additional or other Directors, CEO or COO as may be appointed from time to time in the future, including external Directors, including, with respect to Directors, in their capacity as officers, to the extent they also serve as officers. Such Directors, CEOs and COOs will be issued with release letters either in the form approved at the Company’s 2013 AGM, as part of broader indemnification undertaking, mutatis mutandis , or in a separate release letter, and each of the chairman of the Board and the CEO, as shall be in office from time to time, and/or any person designated by him or her, shall have the authority to execute and deliver any such release letters in the name of the Company and on its behalf; and (ii) the resolution and undertaking in advance to indemnify Directors as approved by the shareholders of the Company at the Company’s 2013 AGM shall apply to all Directors, the CEO and the COO currently in office and any additional or other Directors, CEO or COO as may be appointed from time to time in the future, including external Directors, including, with respect to Directors, in their capacity as officers, to the extent they also serve as officers. Such Directors, CEOs and COOs will be issued with letters of indemnification in the form approved at the Company’s 2013 AGM, mutatis mutandis , (which may also be separate from the exemption and release referred to above), and each of the chairman of the Board and the CEO, as shall be in office from time to time, and/or any person designated by him or her, shall have the authority to execute and deliver any such letters of indemnification in the name of the Company and on its behalf.

In addition, until otherwise determined, the Company will purchase and periodically renew, at the Company’s expense, insurance coverage in respect of the liability of its Office Holders currently in office and any additional or other Office Holders as may be appointed from time to time in the future, including external Directors, which will include coverage with respect to any public offering of shares or other securities of the Company, to the maximum extent permitted by law providing for up to U.S. $75,000,000 in coverage. The Remuneration Committee and the Board only may approve a greater amount of coverage; provided however , that any such greater amount of coverage shall not exceed 15% of the Company’s market capitalization, calculated based on the closing price of the Company’s shares, as quoted on Nasdaq at the close of business on December 31 ^st of the calendar year preceding the date of such approval. Such insurance coverage may include “run off” provisions covering an Office Holder’s liability following termination of employment or service. Each of the chairman of the Board and the CEO, as shall be in office from time to time, and/or any other person designated by him or her, shall have the authority to obtain, renew and keep in force and effect such insurance.

An Office Holder will be required to return any compensation paid to him or her, that was paid on the basis of data included in the Company’s financial statements, which turned out to be erroneous and was restated in the Company’s financial statements on or before May 31 ^st of the third year following the year in which the original financial statements were published, to the extent the compensation paid exceeds the compensation that would otherwise have been paid had the restated data been available at the time compensation based on such data was originally calculated.

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In addition, the Company shall have the authority to stipulate that, as a condition to the grant of any variable compensation to an Office Holder, that such variable compensation may be reduced in circumstances where such Office Holder’s conduct would justify termination for “cause”, if it is discovered that such Office Holder was engaged in conduct that breached in a material way the Company’s Code of Business Conduct and Ethics, or in other circumstances determined by the Company as warranting such reduction.

**

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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 SEPTEMBER 12, 2016

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 August 5, 2016, at the 2016 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, September 12, 2016, 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)

1.1		14475

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ORBOTECH LTD.

September 12, 2016

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL :

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 September 9, 2016 (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

   ¢