Full Press Release Details
CollPlant Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
To be held on October 13, 2020
The annual and extraordinary
general meeting of shareholders of CollPlant Biotechnologies Ltd. (the "Company") will be held at the offices
of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. at One Azrieli Center, Round Building, 40th Floor,
Tel-Aviv, Israel, on Tuesday, October 13, 2020 at 10:00 a.m. Israel time, or at any adjournment (the "General Meeting"),
for the following purposes:
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements and the Board of
Directors' report of the Company for the fiscal year ended December 31, 2019.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. If any other matters are properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record
of ordinary shares, NIS 1.50 par value per share, and holders of American Depositary Shares ("ADSs"), each representing
one ordinary share, issued by the Bank of New York Mellon ("BNY Mellon") by the close of business on September
10, 2020 (the "Record Date") shall be entitled to receive notice of and to vote at the General Meeting.
The Board of Directors
recommends that you vote "FOR" each of the proposals.
you plan to attend the General Meeting, it is important that your ordinary shares be represented. Accordingly, holders of
ADSs (whether registered in their name or in "street name") will receive voting instruction cards in order to
instruct their banks, brokers or other nominees on how to vote, and they are kindly requested to complete, date, sign and
mail the voting instruction card in the envelope provided at the earliest convenience so that it will be received no later
than the date and time indicated on the form of the voting instruction card.
registered in the Company's shareholders' register in Israel and shareholders who hold ordinary shares through members
of the Tel-Aviv Stock Exchange Ltd. ("TASE"), who did not convert their ordinary shares to ADSs, may vote in the
General Meeting in person or vote through the attached form of proxy card, which also serves as their voting card, by completing,
dating, signing and mailing the proxy card to the Company's offices so that it is received by the Company no later than October
13, 2020 at 06:00 a.m. Israel time. Shareholders registered in the Company's shareholders' register in Israel and shareholders
who hold ordinary shares through members of the TASE and who did not convert their ordinary shares to ADSs, who vote their ordinary
shares by proxy must also provide the Company with a copy of their identity card, passport or certificate of incorporation (as
the case may be), and an ownership certificate confirming their ownership of the Company's ordinary shares on the Record
Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations
(Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.
of the voting card and/or the proxy card will not in any way affect a shareholder's right to attend the General Meeting,
and any person has the right to revoke it at any time before the deadline by filing with the Company (in the case of holders of
ordinary shares) or with BNY Mellon (in the case of holders of ADSs) a written notice of revocation or a duly executed proxy card
and/or voting instruction card bearing a later date.
The board of directors
recommends the Company's shareholders vote "FOR" all of the proposals on the agenda of the General Meeting, which
are described in the attached Proxy Statement.
| Sincerely, | |
| Dr. Roger Pomerantz | |
| Chairman of the Board of Directors |
Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
This Proxy Statement
is furnished to the holders of ordinary shares, NIS 1.50 par value per share, and to holders of American Depository Shares ("ADSs"),
each representing one ordinary share issued by the Bank of New York Mellon ("BNY Mellon"), of CollPlant Biotechnologies
Ltd. (the "Company") in connection with the solicitation by the Board of Directors of the Company of proxies for
use at the annual and extraordinary general meeting of shareholders (the "General Meeting"), to be held on Tuesday,
October 13, 2020, at 10:00 a.m., Israel time, at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.
at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv, Israel, or at any adjournments thereof.
at the General Meeting to adopt the following proposals or to consider the following items:
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements and the Board of
Directors' report of the Company for the fiscal year ended December 31, 2019.
Shareholders may present
proposals for consideration at the General Meeting by submitting their proposals to the Company no later than September 7, 2020.
Board Recommendation
The Board of Directors
recommends that you vote "FOR" each of the proposals on the agenda.
and ADS holders at the close of business on September 10, 2020 (the "Record Date") shall be entitled to receive
notice of and to vote at the General Meeting. At the close of business on August 31, 2020, the Company had outstanding 6,567,5361
ordinary shares, each of which is entitled to one vote on each of the matters to be presented at the General Meeting.
of ADSs (whether registered in their name or in "street name") will receive voting instruction cards in order to instruct
their banks, brokers or other nominees on how to vote. Under the terms of the Deposit Agreement between the Company, BNY Mellon
as depositary, and the holders of the Company's ADSs, BNY Mellon shall endeavor (insofar as is practicable) to vote or cause
to be voted the number of shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to BNY
Mellon. For ADSs that are held in "street name", through a bank, broker or other nominee, the voting process will be
based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to
vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's voting instructions. If no instructions
are received by BNY Mellon from any holder of ADSs (whether held directly by a beneficial holder or in "street name")
with respect to any of the shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY
Mellon shall not vote or attempt to vote the shares represented by such ADSs.
registered in the Company's shareholders' register in Israel and shareholders who hold ordinary shares through members
of the Tel-Aviv Stock Exchange (the "TASE"), who did not convert their ordinary shares to ADSs, may vote in
the General Meeting in person or vote through the attached form of proxy card, which also serves as their voting card, by completing,
dating, signing and mailing the proxy card to the Company's offices so that it is received by the Company no later than on
October 13, 2020, at 06:00 a.m. Israel time. Shareholders registered in the Company's shareholders' register in Israel
and shareholders who hold ordinary shares through members of the TASE and who did not convert their ordinary shares to ADSs, who
vote their ordinary shares by proxy card must also provide the Company with a copy of their identity card, passport or certificate
of incorporation (as the case may be), and an ownership certificate confirming their ownership of the ordinary shares on the Record
Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations
(Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.
cards are being distributed to ADS holders on or about September 8, 2020. Certain officers, directors, employees, and agents of
the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other personal
contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will
reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares and ADSs.
Multiple Record Holders or Accounts
You may receive more
than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction cards.
For example, shareholders who hold ADSs in more than one brokerage account will receive a separate voting instruction card for
each brokerage account in which ADSs are held. Shareholders of record whose shares are registered in more than one name will receive
more than one proxy card. You should complete, sign, date and return each proxy card and voting instruction card you receive.
shareholders present, personally or by proxy, holding not less than 20% of the outstanding ordinary shares (including
ordinary shares represented by ADSs) shall constitute a quorum for the General Meeting. If