CAMTEK LTD.
(Registrant) By: /s/ Moshe Eisenberg —————————————— Moshe Eisenberg, Chief Financial Officer |
1. |
To elect Ms. Orit Stav and to re-elect Messrs. Rafi Amit, Yotam Stern, Moty Ben Arie, I-Shih Tseng and Leo Huang to serve as members of the Board of Directors of
the Company;
|
2. |
To approve an equity grant to Rafi Amit, the Company’s CEO for the year 2020;
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3. |
To approve the grant of Indemnification and Exemption Letters to Rafi Amit, the Company’s CEO, and to Yotam Stern, a director; and
|
4. |
To re-approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December
31, 2020 and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor in accordance
with the volume and nature of its services.
|
1. |
To elect Ms. Orit Stav and to re-elect Messrs. Rafi Amit, Yotam Stern, Moty Ben Arie, I-Shih Tseng and Leo Huang to serve as members of the Board of Directors of
the Company;
|
2. |
To approve an equity grant to Rafi Amit, the Company’s CEO for the year 2020;
|
3. |
To approve the grant of Indemnification and Exemption Letters to Rafi Amit, the Company’s CEO, and to Yotam Stern, a director; and
|
4. |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31,
2020 and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor, in accordance
with the volume and nature of its services.
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Name of Beneficial Owner
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Number of Shares Beneficially
Owned(1)
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Percent of Shares Beneficially
Owned(2)
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||||||
Priortech Ltd. (“Priortech”)(3)
|
9,250,189
|
23.62
|
%
|
|||||
Chroma ATE Inc. (Chroma)(4)
|
7,817,440
|
19.96
|
%
|
|||||
Federated Hermes, Inc.(5)
|
2,000,000
|
5.10
|
%
|
|||||
Yotam Stern(6)
|
49,547
|
0.12
|
%
|
|||||
Rafi Amit(7)
|
40,939
|
0.1
|
%
|
|||||
Leo Huang(8)
|
*
|
*
|
||||||
Office Holders as a Group (9)
|
148,318
|
0.37
|
%
|
|
(1)
|
The total number of options which are exercisable, or will become exercisable, and RSUs which will vest, within 60
days as of July 31, 2020, held by the persons included in the above table - is 136,406.
|
(2)
|
Based upon 39,149,395 Shares issued and outstanding as of July 31, 2020.
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|
(3)
|
Priortech, a controlling shareholder jointly with Chroma, is an Israeli public company traded on TASE. As of
December 31, 2019, Mr. Rafi Amit, our Chief Executive Officer and Chairman of the Board, holds 9.82% % of Priortech issued and outstanding share capital, and Mr. Yotam Stern, our director, holds 8.43% of Priortech’s issued and outstanding
share capital. As a result of a voting agreement relating to approximately 31% of Priortech’s voting equity, governing inter-alia
joint voting at Priortech’s general meetings of shareholders and the right of first refusal among themselves, Mr. Amit and Mr. Stern may be deemed to control Priortech.
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|
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(4)
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Based on the Schedule 13G filed by Chroma ATE Inc. on August 6, 2019, which presented ownership as of June 19, 2019.
Priortech and Chroma have joint control over the Company, due to the voting agreement entered into in the framework of the Chroma Transaction (as defined below), according to which the parties will vote together in the Company’s
shareholders meetings.
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|
(5)
|
Based on the Schedule 13G filed
by Federated Hermes, Inc. on February 13, 2020, which presented ownership as of December 31, 2019. The 2,000,000 Ordinary Shares reported under such Schedule 13G by Federated Hermes are beneficially owned by registered investment companies and separate accounts advised
by subsidiaries of Federated Hermes, Inc. that have been delegated the power to direct investment and power to vote the securities by the
registered investment companies’ board of trustees or directors and by the separate accounts’ principals. Federated Hermes’ principal address is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779, USA.
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(6)
|
Mr. Stern directly
owns 49,547 of our Shares. In addition, as Mr. Stern may be deemed to control Priortech (see footnote 3), he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Stern disclaims such beneficial ownership
of such Shares.
|
|
(7)
|
Mr. Rafi Amit does not directly own any of our Shares. However, as Mr. Amit may be deemed to control Priortech (see footnote 3), he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Amit
disclaims such beneficial ownership of such Shares.
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|
(8)
|
Mr. Huang does not directly own any of our Ordinary Shares. Based on information we received from Chroma Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to beneficially own the Shares
of the Company held by Chroma. Mr. Huang disclaims beneficial ownership of such Shares.
|
|
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(9)
|
Our Office Holders as a group directly own 138,397 of our Shares (and 9,921 options, which are exercisable or will become exercisable, and RSUs which will vest, within 60 days as of July 31, 2020). Each of our Office Holders, other than
Messrs. Amit and Stern (as a result of their beneficial interest in Shares owned by Priortech) and Mr. Huang (as a result of his beneficial interest in the Shares owned by Chroma), beneficially owns less than 1% of our outstanding Shares
(including options held by each such person which have vested or will vest, and RSUs that will vest, within 60 days as of July 31, 2020) and have therefore not been listed separately.
|
a. |
There will be two (2) alternative performance elements relating to the Company’s annual revenues – one is absolute and the other is relative - for each of the
calendar years 2020, 2021, 2022 and 2023 (each, a “Performance Year”), the achievement of which shall be evaluated on March 31,
following each Performance Year (each, a “Measurement Date”).
|
b. |
The performance elements are (a) Annual Revenues Target:
for each Performance Year, there will be an annual revenues target, reflecting a defined-percentage year over year increase relative to, the 2019 revenues as the baseline; or (b) Relative Growth Target: for each Performance Year, the percentage representing the Company’s Annual Revenues growth or decline from the previous financial year shall be higher by a
defined percentage than the percentage representing the semiconductor capital equipment market’s growth or decrease for the same Performance Year, based on the SEMI organization annual report (the “Relative Growth”). The Relative Growth shall be calculated aggregately (i.e., by adding the previously achieved Relative Growth with the currently achieved
Relative Growth).
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c. |
Upon the achievement of the applicable performance-based vesting criteria, the applicable portion of the PRSUs shall remain subject
only to the time-based vesting criteria. PRSUs that have not met the performance-based vesting criteria (including upon a deferred achievement by way of catch-up, as explained below) shall expire and terminate and become null and void.
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d. |
The Compensation Committee and Board consider the performance-based vesting criteria and targets set under the PRSU Framework to be
commercially challenging. The Board has further determined that such criteria and targets are commercially sensitive, and therefore their disclosure would be detrimental to the interests of the Company and its shareholders alike.
|
e. |
The vesting of the PRSUs shall be further subject to a cumulative achievement mechanism; for example, with respect to the Annual
Revenues Target, if the performance criteria for the first Performance Year was not met on the first Measurement Date (and accordingly no PRUs becoming vested at such time), but on the second Measurement Date the cumulative revenue target
for both, the targets for the first and second Performance Years are met, then Mr. Amit shall be entitled to of the cumulative -50% of the PRSUs becoming vested on the second vesting date.
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f. |
In addition, the PRSUs shall be subject to overachievement opportunity; for example, with respect to the Relative Growth Target, such
target exceeds the Relative Growth set for the first Performance Year and hits the Relative Growth set with respect to the second, third or fourth Performance Years (in the aggregate) any time prior to the second, third or fourth
Measurement Dates, respectively, then, in addition to the vesting of the applicable PRSU portion, additional PRSUs portion(s), as applicable, shall be released from the relevant performance criteria, and continue to be subject only to the
fulfillment of any remaining time based vesting (i.e. vesting on each vesting date, without the need to further evaluate performance with respect to the performance years for which the targets have been fulfilled).
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g. |
The 2020 CEO Equity Grant shall be granted under the Company’s 2018 Share Incentive Plan (the “2018 Plan”), and any vested portion thereof may be exercised for a term of seven (7) years from the date of grant (which is the date of the Meeting), after
which they shall expire and terminate and become null and void.
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h. |
Upon the closing of a “Corporate Transaction” (as such term is defined under the 2018 Plan) (a “Corporate Transaction”) the performance-based vesting criteria shall no longer be applicable, such that the outstanding unvested PRSUs granted under the
2020 CEO Equity Grant shall remain subject only to time-based vesting.
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i. |
Further, upon an event of change in control of the Company (a “Change of Control”), as shall be defined in the Mr. Amit’s Notice of Grant, time-based vesting of fifty percent (50%) of the outstanding unvested RSUs granted under the 2020 CEO Equity
Grant shall be accelerated, and the remaining fifty percent (50%) of the outstanding unvested RSUs granted under the 2020 CEO Equity Grant shall be subject to a double trigger acceleration mechanism, as shall be detailed in his Notice of
Grant.
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Services Rendered | Fees | |||
Audit fees[1]
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$
|
255,700
|
||
Tax[2]
|
$
|
16,312
|
||
Total
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$
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272,012
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[1]
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Audit fees for the year ended December 31, 2019 were for professional services rendered for the integrated audit of the Company’s annual consolidated financial statements and its internal controls over
financial reporting (2018 audit of consolidated financial statements) and services that are normally provided by independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
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[2]
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Tax fees relate to tax compliance, planning and advice.
|
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By Order of the Board,
Rafi Amit
Chairman of the Board of Directors
August 12, 2020
|
1. |
Undertaking for Indemnification - General
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1.1 |
You serve or have been appointed to serve as an officer and/or director ("Office Holder") of Camtek Ltd., a company organized under the laws of the State of Israel (the "Company"). The Audit
Committee, the Board of Directors, and the General Meeting of the Company resolved, on March 9, 2000, to grant an undertaking for indemnification to the Office Holders of the Company.
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1.2 |
In consideration of your continuing service to the Company, the Company undertakes to indemnify you with respect to any liability or expense imposed upon you as a
result of an action made or to be made by you in your capacity as an Office Holder of the Company, in accordance with and subject to the provisions set forth below.
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1.3 |
Terms not defined in this Letter of Indemnification shall have the meanings assigned to them in the Companies Law, 5759-1999 (the “Companies Law”).
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1.4 |
This Letter of Indemnification and the undertakings of the Company hereunder are subject to the provisions of the Companies Law regarding the indemnification of
office holders.
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2. |
The Substance of the Indemnification
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2.1 |
The Company shall indemnify you with respect to a liability or expense imposed upon you as a result of an action or omission ("Action"), made or taken by you in your capacity as an Office Holder of the Company, including such an Action made or taken by you in your capacity as an Office
Holder in any other company controlled, directly or indirectly, by the Company ("Subsidiary") or a company not controlled by the
Company but where your appointment as a director or observer results directly from the Company's holdings in such company ("Affiliate"),
as follows:
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(a) |
A financial obligation imposed on you in favor of another person by a court judgment, including a settlement or an arbitrator's award approved by court; and
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(b) |
Reasonable litigation expenses, including legal fees, incurred by you or imposed upon you by a court, in proceeding instituted against you by the Company or on its
behalf or by another person, or in any criminal proceedings in which you are acquitted, or in any criminal proceedings of a crime which does not require proof of criminal intent in which you are convicted; and
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(c) |
Reasonable litigation expenses, including attorney's fees, incurred by you as a result of an investigation or proceeding instituted against you by a competent
authority, which concluded without the filing of an indictment against you and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against you but with
the imposition of a financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases "proceeding concluded without the
filing of an indictment" and "financial liability in lieu of criminal proceeding" shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); and
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(d) |
expenses, including reasonable litigation expenses and legal fees, incurred by you in relation to a proceeding instituted against you: (1) pursuant to the
provisions of Chapter H'3 ("Imposition of Financial Sanctions by the Israeli Securities Authority") of the Israeli Securities Law, 5728-1968 (the "Securities Law"), or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee") of the Securities Law, or (3) pursuant to the provisions
of Chapter I'1 ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law; and
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(e) |
Payment to an injured party, pursuant to section 52ND (a)(1)(a) of the Securities Law.
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2.2 |
If and to the extent prohibited by law, the Company will not indemnify you for any amount you may be obligated to pay with respect to:
|
(a) |
a breach of your duty of loyalty, except where you have acted in good faith and with reasonable grounds to assume that your Actions would not adversely affect the
Company;
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(b) |
a breach of the duty of care committed willfully or recklessly, unless committed through mere negligence;
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(c) |
an Action taken with the intention of receiving an unlawful personal gain;
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(d) |
any fine, civil fine, financial sanction or monetary settlement in lieu of a criminal proceeding imposed upon you; or
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(e) |
a proceeding instituted against you pursuant to the provisions of Chapters H'3, H'4 and I'1 of the Securities Law.
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2.3 |
The Company will make available all amounts needed in accordance with section 2.1 above when such amounts become payable by you ("Time of Indebtedness"), and with respect to items referred to in sections 2.1(c) and 2.1(d) above, even prior to a court decision. You agree to repay advances
given to cover legal expenses in criminal proceedings if you are found guilty of a crime that requires proof of criminal intent. You further agree to repay advances if it is determined that you are not lawfully entitled to such
indemnification. As part of the aforementioned undertaking, the Company will provide security or a guarantee that you may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the
purpose of substituting liens imposed on your assets.
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2.4 |
You will be indemnified hereunder whether or not at the relevant Time of Indebtedness you are an Office Holder of the Company, a Subsidiary or an Affiliate;
provided that the obligations are in respect of Actions taken while you were such an Office Holder within the scope of your responsibilities.
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3. |
The Amount of Indemnification
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3.1 |
The total aggregate indemnification amount that the Company shall be obligated to pay to all of its Office Holders, for all matters and circumstances described
herein, shall not exceed an amount equal to twenty five percent (25%) of the shareholders' equity at the time of the indemnification. (hereinafter: the “Maximum Indemnification Amount”).
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3.2 |
To remove any doubt, it is hereby clarified that the Maximum Indemnification Amount is the maximum amount of indemnification for all of the Office Holders of the
Company together, whether with respect to the same cause or a number of causes, and such amount will be allocated amongst them in accordance with the chronological order in which the suits and/or claims, with respect to which
indemnification is to be granted, were filed, up to said Maximum Indemnification Amount.
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3.3 |
The indemnification amount actually paid shall be limited to those amounts not covered by the Company’s directors and officers insurance policy, and/or not actually
paid, and you will not be entitled to payment from the Company for damages with respect to which you have already received payment from an insurer and/or from the Company and/or from any other party.
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3.4 |
Subject to the aforesaid, the indemnification will be provided in each individual case for all amounts incurred by you with respect to events to which the
indemnification applies.
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4. |
Categories of Events to which the Indemnification Applies
|
4.1 |
an offer and/or issuance of securities of the Company to the public and/or to certain persons, under a prospectus or in a private placement, including the planned
offering and the prospectus to be published in Nasdaq, and the content of documents for the performance thereof;
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4.2 |
Actions and/or reports resulting from or relating to the Company’s status as a “public company” whose shares have been offered to the public and are traded on
Nasdaq in the United States, and/or in any other exchange, including without limitation the grant of information, data, representations, opinions, reports or notices to any third party pursuant to any law or regulation to which the
Company is subject as a result of the aforementioned;
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4.3 |
resolutions and/or Actions regarding the management of the Company’s business;
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4.4 |
resolutions and/or Actions regarding environmental issues;
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4.5 |
resolutions and/or Actions regarding patents, models, trademarks or other intellectual property, and/or requests for infringement thereupon;
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4.6 |
resolutions and/or Actions regarding investments in the Company and/or the acquisition of assets, including the acquisition of companies and/or businesses and/or
the investment of funds in tradeable securities and/or in any other form;
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4.7 |
resolutions and/or Actions concerning labor relations;
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4.8 |
resolutions and/or Actions regarding agreements of the Company with others, including for example: customers, suppliers, contractors, etc.;
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4.9 |
resolutions and/or Actions concerning Subsidiaries and/or Affiliates, including resolutions and/or Actions as Office Holders in such Subsidiaries and/or Affiliates;
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4.10 |
a monetary liability to a third party due to the distribution of a dividend;
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4.11 |
resolutions and/or Actions concerning the provision of an opinion with respect to a tender offer, or any other Action concerning and/or related to a tender offer;
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4.12 |
resolutions and/or Actions concerning a merger; and
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4.13 |
resolutions and/or Actions concerning the approval of transactions with Office Holders and/or controlling shareholders;
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4.14 |
Actions taken pursunat to, or in accordance with, the policies and procedures of the Company, Subsidiaries and/or Affiliates, whether or not such policies and
procedures are published;
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4.15 |
Representations and warranties made in good faith in connection with the business of the Company, Subsidiaires and Affiliates;
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4.16 |
Payments to injured parties pursuant to section 52ND(a)(1)(a) of the Securities Law.
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5. |
The Company hereby exempts you, to the fullest extent permitted by law, from any liability for damages caused as a result of a breach of your duty of care to the
Company, provided that in no event shall you be exempt with respect to (i) any Actions listed in section 2.2 above; or (ii) a breach of your duty of care to the Company, in connection with any resolution relating to an action or
transaction in which you or any other officer or controlling shareholder of the Company has a personal interest.
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6. |
In any event in which you are entitled to indemnification, such indemnification shall be subject to the following conditions:
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6.1 |
You shall notify the Company of any legal proceedings initiated against you and of all possible or threatened legal proceedings against you, without delay following
your first becoming aware thereof; and you shall deliver to the Company or to such person as it shall advise you, all documents and information you receive in connection with such proceedings.
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6.2 |
The Company shall be entitled to undertake the conduct of your defense in respect of such legal proceedings and/or to hand over the conduct thereof to any attorney
which the Company may choose for that purpose, except to an attorney who is not, upon reasonable grounds, acceptable to you, in which case another attorney will be selected by the Company.
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6.3 |
You will fully cooperate with the Company and/or with any attorney as aforesaid, in every reasonable way as shall be required by either of them, in the framework of
their conduct of said legal proceedings, provided however that the Company shall cover all expenses incidental thereto, so that you will not be required to pay for or to finance such expenses by yourself.
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6.4 |
The Company will have no liability or obligation to indemnify you as aforesaid for any expenses or damages pursuant to any compromise or settlement agreement
reached in any suit, demand or other proceeding, unless the Company has given advance written approval for such compromise or settlement.
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6.5 |
You shall neither admit to nor accept liability for an action with respect to which you are entitled to indemnification under this Indemnification Letter, without
the prior written consent of the Company.
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7. |
In the event that any action, resolution, approval, or any other or further procedure shall be required in order to give force and/or effect to any of the above
undertakings, the Company shall undertake to cause same to be taken, adopted, given and/or made, as applicable, so that all its above undertakings shall have full force and effect.
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8. |
Your rights under this Letter of Indemnification may not be assigned or transferred in any way. Notwithstanding the above, the indemnification under this Letter
shall inure also to the benefit of your estate.
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9. |
Regarding indemnification for liabilities under the American Securities Law of 1933, in relation to securities of the Company registered for trade on Nasdaq (except
in relation to expenses incurred by you or imposed upon you in a proceeding filed against you from which you have been acquitted), the Company shall indemnify you subject to its obligation to turn to the relevant court in the United
States, as detailed in the Company's prospectus filed with Nasdaq, in order for that court to rule whether the provisions of this Letter of Indemnification conform to the American Securities Law of 1993, and your rights under this Letter
of Indemnification shall be subject to the said court's final decision.
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10. |
For the avoidance of doubt, it is hereby clarified that nothing contained in this Letter of Indemnification or in the above resolutions derogates from the Company’s
right to indemnify you post factum for any amounts which you may be obligated to pay as set forth in section 2.1 above.
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11. |
If all or part of any undertaking contained herein is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will
not affect any of the other undertakings which will remain in full force and effect. Furthermore, if such invalid or unenforceable undertaking may be modified or amended so as to be valid and enforceable as a matter of law, such
undertakings will be deemed to have been modified or amended, and any competent court or arbitrator are hereby authorized to modify or amend such undertaking, so as to be valid and enforceable to the maximum extent permitted by law.
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12. |
Subject ot section 9 above, this Letter of Indemnification shall be governed by the laws of the State of Israel. The competent courts of the State of Israel shall
have exclusive jurisdiction, and no forum outside of Israel shall have any jurisdiction, over all matters in connection with this Letter of Indemnification, including its validity, construction, extent or cancellation.
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13. |
This Letter of Indemnification cancels and supersedes any preceding letter of indemnification that may have been issued to you. This letter is being issued to you
pursuant to the resolutions adopted by the Compensation Committee of the Company and by the Board of Directors of the Company on ___________ and approved by the Company's shareholders on ___________.
|
|
Sincerely,
______________________
Camtek Ltd.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
1. Election of a new director; re-election of five directors:
|
|||
1.1. Orit Stav
|
☐
|
☐
|
☐
|
1.2. Rafi Amit
|
☐
|
☐
|
☐
|
1.3. Yotam Stern
|
☐
|
☐
|
☐
|
1.4. Leo Huang
|
☐
|
☐
|
☐
|
1.5. I-Shih Tseng
|
☐
|
☐
|
☐
|
1.6. Moty Ben-Arie
|
☐ | ☐ | ☐ |
2. Approval of equity grant to Rafi Amit, the Company’s CEO, for the year 2020
|
☐
|
☐
|
☐
|
Do you have a "personal interest" in this item 2?
Under the Companies Law, in general, a person is deemed to have a personal interest if any member
of his or her immediate family, or the immediate family of its spouse, has a personal interest in the adoption of the proposal; or if a company, other than Camtek, that is affiliated with such person, has a personal interest in the
adoption of the proposal. For further information regarding "personal interest", please see the explanation under Item 1 of the Proxy Statement.
|
YES
|
NO
|
|
|
|
||
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 2; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
|||
3. Re-approval of the grant of indemnification and exemption letters to Rafi Amit and Yotam Stern
|
|||
3.1 Rafi Amit
|
☐
|
☐ | ☐
|
Do you have a "personal interest" in this item 3.1?
[Please find explanation regarding "personal interest" under item 2 above].
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL INTEREST IN THIS ITEM 3.1; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
YES
|
NO
|
|
3.2 Yotam Stern
|
☐
|
☐ | ☐
|
Do you have a "personal interest" in this item 3.2?
[Please find explanation regarding "personal interest" under item 2 above].
|
|||
YES | NO | ||
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT
YOU HAVE A PERSONAL INTEREST IN THIS ITEM 3.2; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
|
|
|
4. Re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditors until the conclusion of the 2021 annual general
meeting of shareholders and authorization of the Company’s Board of Directors to set the annual compensation of the independent auditors, at the Audit Committee’s recommendation, in accordance with the volume and nature of their services.
|
☐ | ☐ | ☐ |