Full Press Release Details
Biotechnologies Ltd.
Oppenheimer St, Weizmann Science Park
OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on Monday, May 2, 2022
annual and extraordinary general meeting of shareholders of CollPlant Biotechnologies Ltd. (the "Company") will be held
at the offices of Gross & Co. at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv, Israel, on Monday, May
2, 2022 at 10:00 a.m. Israel time, or at any adjournment (the "General Meeting"), for the following purposes:
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, 2021.
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.
holders of record of ordinary shares, NIS 1.50 par value per share by the close of business on Monday, April 4, 2022 (the "Record
Date") shall be entitled to receive notice of and to vote at the General Meeting.
Board of Directors recommends that you vote "FOR" each of the proposals.
or not you plan to attend the General Meeting, it is important that your ordinary shares be represented. Accordingly, holders of ordinary
shares (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 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 May 2, 2022 at 06:00 a.m. Israel time. Shareholders registered in the Company's
shareholders' register in Israel 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 a written notice of revocation or a duly
executed proxy card and/or voting instruction card bearing a later date.
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
Proxy Statement is furnished to the holders of ordinary shares, NIS 1.50 par value per share, of CollPlant Biotechnologies Ltd. (the
"Company") in connection with the solicitation by the board of directors of the Company (the "Board of Directors")
of proxies for use at the annual and extraordinary general meeting of shareholders (the "General Meeting"), to be held
on Monday, May 2, 2022, at 10:00 a.m., Israel time, at the offices of Gross & Co. at One Azrieli Center, Round Building, 40th Floor,
Tel-Aviv, Israel, or at any adjournments thereof.
is proposed at the General Meeting to adopt the following proposals or to consider the following items:
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, 2021.
may present proposals for consideration at the General Meeting by submitting their proposals to the Company no later than April 1, 2022.
Board of Directors recommends that you vote "FOR" each of the proposals on the agenda.
Only shareholders at the close of business on April 4, 2022 (the "Record
Date") shall be entitled to receive notice of and to vote at the General Meeting and any adjournment thereof. At the close of
business on March 23, 2022, the Company had outstanding 11,011,481 ordinary shares, excluding 18,409 ordinary shares in treasury each
of which is entitled to one vote on each of the matters to be presented at the General Meeting.
registered in the Company's shareholders' register 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 May 2, 2022, at 06:00 a.m. Israel time. Shareholders registered in the
Company's shareholders' register 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.
who hold their ordinary shares in "street name" meaning in the name of a bank, broker or other record holder, through Computershare,
must either direct the record holder of their ordinary shares how to vote their ordinary shares, or obtain a legal proxy from the record
holder to vote at the General Meeting on behalf of the record holder together with a proof of such record holder with respect to the
holding of the ordinary shares on the record date. You should follow the directions provided by your broker or nominee regarding how
to instruct them to vote your shares.
instructions cards are being distributed to holders of ordinary shares on or about April 8, 2022. 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 ordinary shares.
for Shareholders Voting via Proxy Card
who vote their shares via proxy card may use the form of proxy and the return envelope enclosed. Shares represented by executed and unrevoked
proxies will be voted at the Meeting.
may revoke their proxies at any time before the effective exercise thereof by returning a later-dated proxy card or by voting their ordinary
shares in person at the General Meeting if the shareholders are the record holder of the ordinary shares and can provide evidence of
such (i.e., a copy of certificate(s) evidencing their ordinary shares). If a shareholder's proxy is not received by the
Company by Monday, May 2, 2022, at 06:00 a.m., Israel time, it shall not be valid at the General Meeting. Notwithstanding the aforesaid,
each of the chairman of the General Meeting or the Company's Secretary may, at his or her discretion, accept proxies after such
time if he or she so deems fit.
Record Holders or Accounts
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 of record whose ordinary 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.
or more shareholders present, personally or by proxy, holding not less than 20% of the outstanding ordinary shares shall constitute a
quorum for the General Meeting. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General
Meeting shall be adjourned for one week (to the same day, time and place), or at such other day, time and place as shall be prescribed
by the Board of Directors in a notification to the shareholders. If a quorum is not present at the adjourned General Meeting within half
an hour from the time appointed for such adjourned General Meeting, any number of shareholders present personally or by proxy shall be
deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the General Meeting was convened.
Abstentions are counted as holders present for the purpose of determining a quorum.
Required for the Proposals
approval of each of Proposals No. 1, 2, 4 and 5 requires the affirmative vote of at least a majority of the voting power represented
at the General Meeting, in person or by proxy, and voting on the matter presented.
approval of each of Proposals No. 3, 6, 7 and 8 requires the affirmative vote of a majority of the shareholders participating in the
voting at the General Meeting in person or by proxy; provided, that (i) such majority vote at the General Meeting shall include a majority
of the total votes of shareholders participating in the voting at the General Meeting in person or by proxy who (a) are not controlling
shareholders of the Company or (b) do not have a personal interest in the approval of the proposal (votes abstaining shall not be taken
into account in counting the above-referenced shareholders' votes); or (ii) the total number of ordinary shares of the shareholders
mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the
the Israeli Companies Law of 1999 (the "Companies Law"), each shareholder that attends the General Meeting in person
shall, prior to exercising such shareholder's voting rights at the General Meeting, advise the Company whether or not that shareholder
is a controlling shareholder of the Company and whether or not that shareholder has a personal interest, all with respect to the approval
of each of Proposals No. 3, 6, 7 and 8. Each shareholder that delivers a signed proxy to the Company must indicate on the proxy whether
or not that shareholder is a controlling shareholder of the Company and whether or not that shareholder has a personal interest with
respect to the approval of each of Proposals No. 3, 6, 7 and 8. Shareholders who do not so indicate will not be eligible to vote their
ordinary shares as to such proposals.