Full Press Release Details
CollPlant Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING
To be held on Wednesday, December 31, 2025
The annual and 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 Wednesday, December 31,
2025, at 10:00 a.m. Israel time, or at any adjournment (the "General Meeting"), for the following purposes:
| 3. | To approve the renewal without changes of the compensation policy for directors and officers of the Company for a three-year term from the date of the General Meeting, in accordance with the requirements of the Israeli Companies Law of 1999; and | |
| 4. | To approve the appointment of Mr. Yehiel Tal, the Company's CEO, also as the interim Chairman of the Board of Directors for a term that shall not exceed three years. |
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, 2024.
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 Monday, December 1, 2025 (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.
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 December 31, 2025 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.
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 |
CollPlant Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
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 Wednesday,
December 31, 2025 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.
is proposed at the General Meeting to adopt the following proposals or to consider the following items:
| 3. | To approve the renewal without changes of the compensation policy for directors and officers of the Company for a three-year term from the date of the General Meeting, in accordance with the requirements of the Israeli Companies Law of 1999; and | |
| 4. | To approve the appointment of Mr. Yehiel Tal, the Company's CEO, also as the interim Chairman of the Board of Directors for a term that shall not exceed three years. |
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, 2024.
Shareholders may present
proposals for consideration at the General Meeting by submitting their proposals to the Company no later than December 3, 2025.
Board Recommendation
The Board of Directors
recommends that you vote "FOR" each of the proposals on the agenda.
Addition of Other Items on the Agenda
Currently, we are not aware
of any other matters that will come before the General Meeting. If any other matters properly come before the General Meeting, the persons
designated as proxies intend to vote in accordance with their best judgment on such matters. One or more shareholder holding at least
1% of the voting rights in the general meeting is entitled to request the Board of Directors to include a proposal on the agenda of the
General Meeting, provided that the proposal is appropriate to be discussed at a company's general meeting, except that if such proposal
concerns the inclusion of a candidate to the Board of Directors or a removal from office of a director, such request can be made only
by a one or more shareholder/s holding at least 5% of the voting rights in the general meeting. Regulations promulgated under the Companies
Law of 1999 (the "Companies Law") provide that for this General Meeting, such a request may be provided within seven
days following the convening of the General Meeting.
Only shareholders at
the close of business on Monday, December 1, 2025 (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 November 15, 2025, the Company had outstanding 12,776,385
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 December 31, 2025, 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 December 3, 2025. 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 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 Wednesday,
December 31, 2025, 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
Multiple Record Holders or Accounts