Full Press Release Details
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on December 13, 2018
meeting of Shareholders of CollPlant Holdings Ltd. (the "Company") will be held at the offices of Gross, Kleinhendler,
Hodak, Halevy, Greenberg, Shenhav & Co. law firm, at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv, Israel, on December
13, 2018 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, 2017.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. If any other matters be 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, par value ILS 0.03 per share (the "Ordinary Shares"), and holders of American Depositary Shares
("ADSs"), each representing 50 Ordinary Shares, evidenced by American Depositary Receipts issued by The Bank of New
York Mellon ("BNY Mellon") by the close of business on November 7, 2018 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") 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 13, 2018, at 6:00 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 who
vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport or certification
of incorporation (as the case may be), an ownership certificate confirming their ownership of the Company's Ordinary Shares
on the Record Date (as defined below). 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 a 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 to vote in favor of all of the proposals on the agenda of the General Meeting, which are
described in the attached Proxy Statement.
| Sincerely, | |
| David Tsur | |
| Chairman of the Board of Directors |
CollPlant Holdings Ltd.
3 Sapir Street, Weizmann Science Park
This Proxy Statement is furnished to the
holders of ordinary shares, par value ILS 0.03 per share (the "Ordinary Shares"), and to holders of American Depository
Shares ("ADSs"), each representing 50 Ordinary Shares, evidenced by American Depositary Receipts issued by The Bank
of New York Mellon ("BNY Mellon"), of CollPlant Holdings Ltd. (the "Company" or "Collplant")
in connection with the solicitation by the board of directors of the Company (the "Board of Directors" or the "Board")
of proxies for use at the annual general meeting of shareholders (the "General Meeting"), to be held on December 13,
2018, at 10:00 a.m., Israel time, at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. law firm,
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:
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, 2017.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. If any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
present proposals for consideration at the General Meeting by submitting their proposals to the Company no later than November
Board Recommendation
The Board of Directors
recommends that you vote "FOR" each of the proposals.
Only shareholders and
ADS holders at the close of business on November 7, 2018 (the "Record Date") shall be entitled to receive notice of
and to vote at the General Meeting. At the close of business on October 31, 2018, the Company had outstanding 190,535,668 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, The Bank of
New York Mellon as depositary, ("BNY Mellon"), and the holders
of the Company's ADSs (the "Deposit Agreement"), 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") 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 13, 2018, at 6:00 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 who
vote their Ordinary Shares by proxy card must also provide the Company with a copy of their identity card, passport or certification
of incorporation (as the case may be), 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.
instructions cards are being distributed to ADS holders on or about November 7, 2018. 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
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.
Two or more 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 within half an hour from the time appointed for the General Meeting