Full Press Release Details
CollPlant Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be held on Tuesday, October 10, 2023
The extraordinary general meeting
of shareholders of CollPlant Biotechnologies Ltd. (the "Company") will be held at the offices of Goldfarb Gross Seligman
& Co. at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv, Israel, on Tuesday, October 10, 2023, at 10:00
a.m. Israel time, or at any adjournment (the "General Meeting"), to approve the repricing of the exercise price of certain
outstanding options to purchase ordinary shares of the Company granted to the Company's directors and its CEO.
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 by the close of business on Thursday, September 7, 2023 (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" the proposal.
Whether 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
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 October 10, 2023 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 effective exercise thereof 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, 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).
The Board of Directors recommends
the Company's shareholders vote "FOR" the proposal on the agenda of the General Meeting, which is described in the attached
| Sincerely, | |
| Dr. Roger Pomerantz | |
| Chairman of the Board of Directors |
CollPlant Biotechnologies
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, 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 extraordinary
general meeting of shareholders (the "General Meeting"), to be held on Tuesday, October 10, 2023, at 10:00 a.m., Israel
time, at the offices of Goldfarb Gross Seligman & Co. at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv,
Israel, or at any adjournments thereof.
It is proposed at the General Meeting to approve
the repricing of the exercise price of certain outstanding options to purchase ordinary shares of the Company granted to the Company's
directors and its CEO.
Shareholders may present proposals
for consideration at the General Meeting by submitting their proposals to the Company no later than September 8, 2023.
Board Recommendation
The Board of Directors recommends
that you vote "FOR" the proposal on the agenda.
Only shareholders at
the close of business on September 7, 2023 (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 August 31, 2023, the Company had outstanding 11,447,676 ordinary
shares, excluding 18,409 ordinary shares held 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 October 10, 2023, 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 September 13, 2023. 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.
Note for Shareholders Voting via Proxy Card
Shareholders 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.
Shareholders may revoke their
proxies at any time before the effective exercise thereof 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, 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 Tuesday, October 10, 2023, 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.
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 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.
Two 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.