Full Press Release Details
3 Sapir Street, Weizmann Science Park
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on March 28, 2019
extraordinary general 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 March 28, 2019 at 10:00 a.m. Israel time, or at any adjournment (the "General Meeting"),
for the following purposes:
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, par value NIS 0.03 per share, and holders of American Depositary Shares ("ADSs"),
each representing 50 ordinary shares, issued by The Bank of New York Mellon ("BNY Mellon") by the close of business
on February 26, 2019 (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 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 March 28,
2019, 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.
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, | |
| Jonathan Rigby | |
| Chairman of the Board of Directors |
3 Sapir Street, Weizmann Science Park
Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.03 per share, and to holders of American Depository
Shares ("ADSs"), each representing 50 ordinary shares issued by The Bank of New York Mellon ("BNY Mellon"),
of CollPlant Holdings Ltd. (the "Company") in connection with the solicitation by the board of directors of the Company
of proxies for use at the extraordinary general meeting of shareholders (the "General Meeting"), to be held on March
28, 2019, 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:
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.
may present proposals for consideration at the General Meeting by submitting their proposals to the Company no later than February
board of directors recommends that you vote "FOR" each of the proposals on the agenda.
shareholders and ADS holders at the close of business on February 26, 2019 (the "Record Date") shall be entitled to
receive notice of and to vote at the General Meeting. At the close of business on February 20, 2019, the Company had outstanding
190,735,668 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, 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 March
28, 2019, 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.
instructions cards are being distributed to ADS holders on or about February 27, 2019. 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
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 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
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 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, and 4 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 and 5 through 7 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 Company (the "Special Majority").
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
or someone on its behalf with respect to the approval of each of Proposals No. 3 and 5 through 7 and whether or not that shareholder