SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Orbotech Ltd.

(Name of Issuer)

Common Stock, Par Value NIS 0.14 per Share

(Title of Class of Securities)

M75253100

 (CUSIP Number)

Anthony Reich, Ion Asset Management, 13th Floor, Building E, 89 Medinat Hayehudim Street, Herzliya, Israel.

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

11 June 2014

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  M75253100 Page 2 of 6 Pages

1.	NAME OF REPORTING PERSON     Jonathan Half
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)    ¨  (b)   x
3.	SEC Use Only
4.	SOURCE OF FUNDS       AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER   0
		8.	SHARED VOTING POWER     2,568,658
		9.	SOLE DISPOSITIVE POWER  0
		10.	SHARED DISPOSITIVE POWER      2,568,658
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,568,658
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.17%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN

CUSIP No. M75253100 Page 3 of 6 Pages

1.	NAME OF REPORTING PERSON     Stephen Levey
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)    ¨  (b)    x
3.	SEC Use Only
4.	SOURCE OF FUNDS       AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER   0
		8.	SHARED VOTING POWER     2,568,658
		9.	SOLE DISPOSITIVE POWER  0
		10.	SHARED DISPOSITIVE POWER      2,568,658
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,568,658
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.17%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN

CUSIP No. M75253100 Page 4 of 6 Pages

1.	NAME OF REPORTING PERSON     Ion Asset Management Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  ¨  (b)  x
3.	SEC Use Only
4.	SOURCE OF FUNDS       AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER  0
		8.	SHARED VOTING POWER    2,568,658
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER     2,568,658
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,568,658
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.17%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  CO/IA

Page 5 of 6 Pages

Item 1.  Security and Issuer

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the Common Stock of Orbotech Ltd., (the “Issuer” or the “Company”) and amends the Schedule 13D filed on April 2, 2014 (the “Original Schedule 13D”), as amended by each of Amendment No. 1 thereto filed on May 20, 2014 and Amendment No. 2 thereto filed on June 9, 2014 (the Original Schedule 13D, and as amended by such Amendments No. 1, No. 2 and this Amendment No. 3, the “Schedule 13D”). The address of the Issuer’s principal executive offices is Orbotech Park Ltd., P.O. Box 215, Yavne, Israel 81102.  This Amendment No. 3 is being filed by Ion Asset Management Ltd. (the “Management Company”), Jonathan Half, and Steven Levey (collectively, the “Reporting Persons”).

This Amendment No. 3 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding thereto the following:

On June 11, 2014, the Management Company sent a letter notifying the Board of Directors of the Issuer that the nomination of one of the Class I board members proposed in the Management Company’s June 9, 2014 letter (attached as Exhibit 99.2 to Amendment No. 2 of the Schedule 13D, filed on June 9, 2014) had been withdrawn.  The letter further stated that the Management Company was nominating another individual in place of the former nominee, and included biographical and background information about the new nominee.  Appendices of the Management Company’s revised proposals were included with the letter and are attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 7.  Material to be filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

Exhibit 99.3 – Appendices to the Management Company’s Letter to the Board of Directors (dated June 11, 2014).

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: 12 June 2014	Ion Asset Management Ltd.
	By:	/s/ Jonathan Half    /s/ Stephen Levey
		Jonathan Half               Stephen Levey
		Director                          Director

Dated: 12 June 2014	By:	/s/ Jonathan Half
		Jonathan Half

Dated: 12 June 2014	By:	/s/ Stephen Levey
		Stephen Levey

EX-99.3

Exhibit 99.3

Appendices to the Management Company’s June 11, 2014 Letter

Appendix A

June 9, 2014

We, Ion Asset Management Ltd., being a shareholder of the Company, holding 2,568,658 ordinary shares of the Company, which constitute approximately 6.1% of the Company's total ordinary shares outstanding, hereby request that the Company revise the notice and agenda of the Annual General Meeting of Shareholders scheduled for July 10, 2014 and published on June 5, 2014, and take other related actions, as follows:

I. In accordance with Section 66(b) of the Israel Companies Law 1999 and Article 68(g) of the Company's Articles of Association, we hereby provide notice of the nomination of Gabi Seligsohn, Ronnie KennethAlan Gelman, Tsipi Kagan, and Jonathan Kolodny to serve on the Board of Directors (biographical summaries, declarations, resumes, questionnaires and consents from such nominees are attached hereto as Appendix B).  Accordingly, you are hereby requested to:

A. Amend the resolutions proposed in Items 1 and 2 (Election of Directors) of the notice and agenda of the Annual General Meeting of Shareholders scheduled for July 10, 2014, as follows (deleted language is crossed out and new language is underlined):

"RESOLVED, thatto elect the two nominees out of the four nominees in Items 1.(a) – (d) below who receive the greatest number of votes, in each case for a term of approximately three years expiring at the end of the annual general meeting of shareholders to be held in 2017 and when his successor has been duly elected:

1.(a) The Class I Director, Yochai Richter, be, and he hereby is, re-elected for a term of approximately three years expiring at the end of the annual general meeting of shareholders to be held in 2017 and when his successor has been duly elected;

         (b) The Class I Director, Eliezer Tokman, be, and he hereby is, re-elected for a term of approximately three years expiring at the end of the annual general meeting of shareholders to be held in 2017 and when his successor has been duly elected;

         (c) Gabi Seligsohn;

         (d)  Ronnie KennethAlan Gelman;

RESOLVED, to elect the two nominees out of the four nominees in Items 2.(a) – (d) below who receive both (i) the greatest number of votes, and (ii) the statutory majority required under the Israeli Companies Law, 5759-1999, in each case as an external director as defined in the Israeli Companies Law, 5759-1999, for a term of three years, and that her/his remuneration and benefits as presented in the Company’s Proxy Statement for its 2014 Annual General Meeting of Shareholders be ratified and approved:

       2.(a) The external director Michael Anghel, be, and he hereby is, re-elected as an external director as defined in the Israeli Companies Law, 5759-1999, for a term of three years, and that his remuneration and benefits as presented in the Company’s Proxy Statement for its 2014 Annual General Meeting of Shareholders be ratified and approved;

       (b) Joseph Tenne be, and he hereby is, elected as an external director as defined in the Israeli Companies Law, 5759-1999, for a term of three years, and that his remuneration and benefits as presented in the Company’s Proxy Statement for its 2014 Annual General Meeting of Shareholders be ratified and approved;

       (c) Tsipi Kagan;

       (d) Jonathan Kolodny.”

B. Make corresponding changes in the Proxy Statement and Proxy Card to effectuate the above requests, including but not limited to amendment to Items 1 and 2 on the Proxy Card substantially as provided in Appendix C and inclusion in the Proxy Statement of the biographical summaries provided in Appendix B.

II. In accordance with Section 66(b) of the Israel Companies Law 1999, you are hereby requested to:

A. Include an additional Item on the notice and agenda of the Annual General Meeting of Shareholders scheduled for July 10, 2014 asking shareholders of the Company to approve amendments to the Articles of Association to eliminate provisions which provide for a staggered board and, instead, to provide that all Directors, other than External Directors, will be elected or re-elected annually at the Company's Annual General Meeting, as follows:

RESOLVED, to approve the actions as set forth below:

1. Revise Article 68(d) of the Company's Articles of Association, as follows (deleted language is crossed out and new language is underlined):

The Directors shall be divided into three classes, namely Class I, Class II and Class III (except for External Directors who shall not form part of any class and whose term shall be determined in accordance with applicable law). Each of the classes shall be as nearly equal in number as possible. At each Annual General Meeting, the successors to the class of Directors whose terms expire at the end of that meeting shall be elected by Shareholder Resolution to hold office for a term expiring at the end of the Annual General Meeting held in the third year following the year of their election and until their successors have been duly elected and qualified or until any such Director’s appointment terminates as provided for in the Companies Law or due to any of the circumstances set forth in Article 71 below, in such manner that after the initial terms of office set forth above, all Directors shall be appointed for terms of approximately three years, and approximately one-third of the Directors (not including External Directors) shall stand for election each year.  The Directors shall be elected at each Annual General Meeting to hold office until the next Annual General Meeting (except for External Directors whose term shall be determined in accordance with applicable law).  The Directors, including Directors elected to fill a vacancy (except for External Directors whose term shall be determined in accordance with applicable law), shall hold office until the expiration of the term for which elected and until successors have been duly elected and qualified or until any such Director’s appointment terminates as provided for in the Companies Law or due to any of the circumstances set forth in Article 71 below.

2. Revise Article 68(f) of the Company's Articles of Association as follows (deleted language is crossed out and new language is underlined):

Notwithstanding the aforesaid, Directors may not be dismissed from office by the Shareholders or by a General Meeting prior to expiration of their term of office pursuant to Article 68(d) or (e) above, and the provisions of pursuant to Section 230(a) of the Companies Law in this regard shall not apply.

3. Delete Article 68(h)(ii) of the Company's Articles of Association in its entirety, as follows (deleted language is crossed out):

In the event the number of Directors to be elected at any Annual General Meeting (other than External Directors) is greater than the number of Directors in that class of Directors whose terms expire at such meeting, then the Annual General Meeting at which such Directors are elected shall, to the extent necessary, divide the Directors elected among the classes of Directors in order to keep the classes as nearly equal in number as possible, and the initial term of office of any additional Directors so elected to any class whose term did not expire at such meeting shall correspond to, and expire together with, the term of office of the Directors in the class to which they were elected.

4. Upon adoption of this resolution, the terms of all Directors (except for External Directors whose term shall be determined in accordance with applicable law) shall expire at the next Annual General Meeting and when his successor has been duly elected.

B. Make corresponding changes in the Proxy Card and the Proxy Statement to effectuate the above requests, including but not limited to amendment to the Proxy Card by providing for a new Item 3 substantially as provided in Appendix C and inclusion of the following language describing this proposal in the Proxy Statement (new language is underlined):

Shareholders of the Company are asked to approve amendments to the Company's Articles of Association to eliminate provisions which provide for a staggered board and, instead, to provide that all Directors, other than External Directors, will be elected or re-elected annually at the Company's Annual General Meeting.

III. In accordance with Section 66(b) of the Israel Companies Law 1999, you are hereby requested to:

A. Include an additional Item on the notice and agenda of the Annual General Meeting of Shareholders scheduled for July 10, 2014 asking shareholders to amend the Company's Articles of Association to provide for a permanent committee of the Board of Directors to consider capital allocation issues, as follows:

RESOLVED, to approve the actions as set forth below:

1. Adopt Article 81(c) as a new article to appear in the Company's Articles of Association as follows (new language is underlined):

The Board of Directors shall review the capital structure of the Company, including but not limited to its dividend and share repurchase policy, in June and December of each year.  The Board of Directors shall appoint a committee comprised of those Directors who qualify (even if not so classified) as either independent directors or external directors (under Israeli law) to make a recommendation to the Board of Directors prior to each such review.  Upon request of such committee, the Board of Directors shall publicly disclose the results of the Board's review.

B. Make corresponding changes in the Proxy Card and the Proxy Statement to effectuate the above requests, including but not limited to amendment to the Proxy Card by providing for a new Item 4 substantially as provided in Appendix C and inclusion of the following language describing this proposal in the Proxy Statement (new language is underlined):

Shareholders are asked to amend the Company's Articles of Association to provide for a permanent committee of the Board of Directors to consider capital allocation issues.

Appendix B

Biographical Summaries, Declarations, and Consents

Gabi Seligsohn

As President and CEO of Nova Measuring Instruments (Nasdaq: NVMI) from 2006-2013, Gabi Seligsohn transformed Nova from a single-product OEM to a multiproduct cutting-edge leader in the semiconductor industry.  Mr. Seligsohn currently serves as the CEO of Kornit Digital, a developer of printing solutions for the textile industry. Mr. Seligsohn was voted CEO of the year in 2010 by the Israeli Management Institute and serves on the board of DSP Group (Nasdaq: DSPG). Mr. Seligsohn received an LLB law degree from the University of Reading in Reading, UK.

Ronnie KennethAlan Gelman

Alan Gelman is a seasoned CFO with extensive management experience across several large Israeli companies. From 2012-2013, Mr. Gelman was the CFO and Deputy CEO of Better Place and from 2008-2012 was the CFO and Deputy CEO of Bezeq (TASE: BEZQ), Israel’s largest integrated telecom operator. He was the CFO and Deputy CEO of Delek Group (TASE: DELKG), an Israeli conglomerate, from 2006-2007, and the CFO of Partner Communications (Nasdaq: PTNR), an Israeli telecom operator, from 2001-2006. Mr. Gelman currently serves as a Director and member of the Audit Committee of Perion Networks (Nasdaq: PERI) and a Director of ION Asset Management Ltd. which beneficially owns 2,568,658 shares of Orbotech Ltd. (representing 6.17% of the company's total shares outstanding). During his tenure at Delek Group, he served as the Chairman of Delek Israel's Audit Committee. Mr. Gelman, a licensed CPA in Israel and New York (inactive), received a B.A. in accounting from Queens College, the City University of New York, NY and an M.B.A. in taxation from Hofstra University in Hempstead, NY.

Ronnie Kenneth is an experienced manager in the technology space, having steered Voltaire (Nasdaq: VOLT) as its Chairman and CEO from 2001 until its sale to Mellanox (Nasdaq: MLNX) in 2011. Mr. Kenneth has been a consultant to starts up and venture capital firms, and also founded and managed Cadence Design System’s (Nasdaq: CDNS) Israeli operation from 1989-1994. Mr. Kenneth received a B.A. in economics and computer science from Bar Ilan University in Ramat-Gan, Israel and an MBA from Golden Gate University in San Francisco, CA.

Tsipi Kagan

Following six years as Senior Manager at Ernst & Young, Tsipi Kagan served as CFO to several Israeli technology companies, including Radvision (formerly Nasdaq: RVSN) and Ceragon Networks (Nasdaq: CRNT). Ms. Kagan is currently the CFO of Afimilk, a private equity-funded global leader in the development of computerized systems for dairy farm management used in approximately 50 countries. Ms. Kagan is a licensed CPA in Israel and previously served on the board of Silicom (Nasdaq: SILC). Ms. Kagan received a B.A. in accounting and economics and a Certificate of Advanced Accounting Studies, both from Tel Aviv University in Tel Aviv, Israel.

Jonathan Kolodny

Since 2013, Jonathan Kolodny has served as the CEO of Jardin International Holdings where he is responsible for all overseas activities of the world’s largest consumer plastic company, Keter Group. For 19 years Mr. Kolodny was a management consultant at McKinsey & Company, most recently as a Director and Senior Partner from 2007-2013. Mr. Kolodny received a B.A. in computer science from Harvard College in Cambridge, MA and a PhD in cognitive neuroscience from the University of Cambridge in Cambridge, UK.

Appendix C Proxy Card GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
	0 ¢
	ORBOTECH LTD. THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY [10], 2014 KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints MR. YOCHAI RICHTER and MR. ASHER LEVY, 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 2, 2014, at the 2014 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 Thursday, July [10], 2014, 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)
¢	14475 ¢

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ORBOTECH LTD.

July [10], 2014

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Proxy Statement and Proxy Card

are available at www.orbotech.com/Investors/SEC Filings

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 9, 2014 (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

¢ 00033030203020300000 8 071014

PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

Discretionary authority is hereby granted with respect to such other matters as may properly come before the Meeting or any adjournment thereof. The shares represented by this Proxy will be voted in the manner directed and, if no instructions to the contrary are indicated, will be voted “FOR” Proposals 1 - 5 listed herein. Any other matters that may properly come before the Meeting, if any, will be voted by the persons designated as proxies in their judgment. Notwithstanding the above, please note that pursuant to Israeli law you are requested to indicate, with respect to Proposals 2(A), 2(B), 2(C) and 2(D), on this Proxy, or inform the Company prior to voting at the Meeting thereon, whether or not you are a ‘controlling shareholder’ of the Company and whether or not you have a ‘personal interest’ in the approval of Proposals 2(A), 2(B), 2(C) or 2(D) as a result of a relationship with a ‘controlling shareholder’ of the Company. Otherwise, your vote on Proposals 2(A), 2(B), 2(C) or 2(D) above may not be counted. See Page 2 of the Proxy Statement for more information. As of the date of the Proxy Statement, the Company is not aware of any ‘controlling shareholders’ as such term is defined for purposes of the Israeli Companies Law, 5759-1999. Therefore, the Company expects that the none of its shareholders are controlling shareholders or have a ‘personal interest’ with respect to Proposals 2(A), 2(B), 2(C) or 2(D) as a result of a relationship with a ‘controlling shareholder’, and accordingly all of its shareholders would indicate NO where asked whether they are ‘controlling shareholders’ or whether they have a ‘personal interest’ with respect to Proposals 2(A), 2(B), 2(C) or 2(D) as a result of a relationship with a ‘controlling shareholder’. If the undersigned has not indicated otherwise with respect to either of Proposals 2(A), 2(B), 2(C) or 2(D) then, by signing below, the undersigned certifies that the undersigned is not a ‘controlling shareholder’ of the Company and that neither the undersigned nor any of the persons or entities described on Page 2 of the Proxy Statement has a ‘personal interest’ in the relevant proposal as a result of a relationship with a ‘controlling shareholder’ of the Company. Any and all proxies heretofore given are hereby revoked.	1.	THE ELECTION OF CLASS I DIRECTORS
		THE NOMINEE AS CLASS I DIRECTOR IS:	FOR	AGAINST	ABSTAIN
		A YOCHAI RICHTER	o	o	o
		THE NOMINEE AS CLASS I DIRECTOR IS:         B ELIEZER TOKMAN	o	o	o
		THE NOMINEE AS CLASS I DIRECTOR IS:         C GABI SELIGSOHN	o	o	o
		THE NOMINEE AS CLASS I DIRECTOR IS:         D ALAN GELMAN	o	o	o
	2.	THE ELECTION OF EXTERNAL DIRECTORS (AND THEIR REMUNERATION AND BENEFITS)
		THE NOMINEE AS EXTERNAL DIRECTOR IS:	FOR	AGAINST	ABSTAIN
		A MICHAEL ANGHEL (INCLUDING HIS               REMUNERATION AND BENEFITS)	o	o	o
			YES	NO
		ARE YOU A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A ‘PERSONAL INTEREST’ IN PROPOSAL 2(A) AS A RESULT OF A RELATIONSHIP WITH A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY?	o	o
		THE NOMINEE AS EXTERNAL DIRECTOR IS:	FOR	AGAINST	ABSTAIN
		B JOSEPH TENNE (INCLUDING HIS                 REMUNERATION AND BENEFITS)	o	o	o
			YES	NO
		ARE YOU A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A ‘PERSONAL INTEREST’ IN PROPOSAL 2(B) AS A RESULT OF A RELATIONSHIP WITH A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY?	o	o
		THE NOMINEE AS EXTERNAL DIRECTOR IS:	FOR	AGAINST	ABSTAIN
		C TSIPI KAGAN (INCLUDING HIS                   REMUNERATION AND BENEFITS)	o	o	o

				YES	NO
			ARE YOU A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A ‘PERSONAL INTEREST’ IN PROPOSAL 2(C) AS A RESULT OF A RELATIONSHIP WITH A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY?	o	o
			THE NOMINEE AS EXTERNAL DIRECTOR IS:	FOR	AGAINST	ABSTAIN
			D JONATHAN KOLODNY (INCLUDING HIS             REMUNERATION AND BENEFITS)	o	o	o
				YES	NO
			ARE YOU A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A ‘PERSONAL INTEREST’ IN PROPOSAL 2(D) AS A RESULT OF A RELATIONSHIP WITH A ‘CONTROLLING SHAREHOLDER’ OF THE COMPANY?	o	o
				FOR	AGAINST	ABSTAIN
		3.	APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION TO ELIMINATE PROVISIONS WHICH PROVIDE FOR A STAGGERED BOARD AND, INSTEAD, TO PROVIDE THAT ALL DIRECTORS, OTHER THAN EXTERNAL DIRECTORS, WILL BE ELECTED OR REELECTED ANNUALLY AT THE COMPANY'S ANNUAL GENERAL MEETING.	o	o	o
				FOR	AGAINST	ABSTAIN
		4.	APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION TO PROVIDE FOR A PERMANENT COMMITTEE OF THE BOARD OF DIRECTORS TO CONSIDER CAPITAL ALLOCATION ISSUES.	o	o	o
				FOR	AGAINST	ABSTAIN
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	o	5.	APPROVAL OF PROPOSAL TO RE-APPOINT KESSELMAN & KESSELMAN AS AUDITORS OF THE COMPANY:	o	o	o

Signature of Shareholder                Date:    Signature of Shareholder                     Date:

Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.