Voting Slip In accordance with the Companies Regulations (Written Votes and Position Papers), (the "Regulations")

Transcription

1 CollPlant Holdings Ltd (the Company ) APPENDIX Voting Slip In accordance with the Companies Regulations (Written Votes and Position Papers), (the "Regulations") 1. Company Name: CollPlant Holdings Ltd. Part 1 2. Type of Meeting: Annual General Meeting. 3. Date and Place: 1. The meeting will take place on Friday, May 20, 2016, at 10am, at Horn & Co. Law Offices, Amot Investments Tower, 2 Weizmann St., 24th Floor, Tel-Aviv , Israel. (the "Meeting"). 4. Agenda for the Meeting and proposed resolutions: 4.1 Presentation and discussion of Periodic Reports for 2014 and 2015 The Company's Periodic Reports for 2014 and 2015 (including financial statements and the Directors' Report), which were published on March 22, 2015 (ref. no ) and on March 29, 2016 (ref. no ) ("2015 Annual Report") on the websites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., whose address is: and respectively. 4.2 Reappointment of Auditors Reappointment of PWC Israel (Kesselman & Kesselman) as the Company's auditors for the years and until the next Annual General Meeting, and authorizing the Board of Directors to set the remuneration thereof for The proposed resolution: To approve the reappointment of the auditor and to authorize the Board of Directors to set the remuneration thereof. 4.3 Extension of tenure of current directors To approve the continued tenure of the Company's Board members detailed below for an additional period until the end of the next Annual General Meeting: Mr. Yaron Yaniv, 1 of 8

2 Prof. Oded Shoseyov, 1 Mr. Adi Goldin, Mr. Xiaojin (Tony) Qian, Mr. Ira Leiderman and Ms. Nira Dror (the "Serving Directors") (the tenure of external directors continues according to applicable law). All other arrangements within the Company concerning the terms of tenure and employment of the aforementioned Board members (including arrangements for insurance, indemnification and/or exemption) shall remain valid for the Serving Directors (the vote will be held for each director individually). For details (to the best of the Company's knowledge) with respect to the Serving Directors for whom it is proposed to extend their tenure - see Regulation 26 in Chapter D (Additional Information about the Company) in the 2015 Annual Report, included herein by way of reference. The proposed resolution: To approve the extension of the tenure of each of the Serving Directors. 4.4 Approval of the appointment of Dr. Avraham (Avri) Havron to the Company's Board of Directors. At the request of Meitav Dash Provident and Pension Funds Ltd., an interested party in the Company on account of its holdings in the Company, it is proposed to approve the appointment of Dr. Avraham (Avri) Havron to the Company's Board of Directors (in this section, "the Candidate"). Details (to the best of the Company's knowledge) about the Candidate are listed in Appendix 2 attached hereto. A copy of the Declaration of Eligibility of the Candidate is attached hereto as Appendix 3. The proposed resolution: To approve the appointment of the Candidate to the Company's Board of Directors. 5. Place and times where the full text of the proposed resolution can be viewed: The Company's shareholders can view this report and other items on the agenda of the Meeting and the wording of the proposed resolutions, at the Company's offices at 3 Sapir 1 It is clarified, that with respect to the reappointment of Prof. Shoseyov as a director of the Company, Prof. Shoseyov has informed the Company, inter alia, that for reasons of keeping good Corporate Governance practice in light of his role as a Board member and Chief Scientist of the Company, he wishes to resign from the Board. Prof. Shoseyov has agreed to the Company's request to continue his tenure as a director, which in any event will terminate not later than six months as of the date of this report, until a suitable candidate will be appointed in his stead. Accordingly, the Company's has decided establish a Nominating Committee to locate a candidate to replace Prof. Shoseyov as soon as possible. Prof. Shoseyov's position as the Company's Chief Scientist will continue unchanged. 2 of 8

3 Street, Weizmann Science Park, Ness Ziona, on Sunday - Thursday, 10am - 3pm, by prior appointment at telephone: , up until the day of the Meeting. 6. The requisite majority in order to approve the resolutions as stated in Sections above is an ordinary majority of the shareholders which are present and participating in the Meeting. 7. In the second part (Part 2) of this Voting Slip, there is a place to mark the existence or absence of an interest, as required by the provisions of the Companies Law, 1999 (the "Companies Law"), and a description of the nature of the interest. It is clarified that a vote shall not be counted in case it will not indicate whether or not there is a Personal Interest and does not describe the nature of that interest. 8. The Chairman of the Board of Directors shall serve as Chairman of every General Meeting. If there is no Chairman or if the Chairman does not appear at the Meeting within 15 minutes from the time of the Meeting or if he declines to serve as Chairman of the Meeting, the Company's CFO shall serve as the Chairman of the Meeting. If the CFO does not appear at the Meeting within 15 minutes from the time of the Meeting or if the CFO declines to serve as Chairman of the Meeting, the shareholders present shall select one of the Board members as Chairman of the Meeting and in the absence of a Board member, the shareholders shall elect one of those present as Chairman of the Meeting. In the absence of shareholders, the voting slip shall serve to appoint a Company representative as Chairman of the General Meeting, as aforementioned. 9. Company's address for delivering voting slips and position papers: The Company's offices at 3 Sapir Street, Weizmann Science Park, Ness Ziona The last date for submission of position papers: The last date for submission of position papers to the Company is up to ten days prior to the date of the Meeting as defined below ("Last Date for Submission of Position Papers"). A position paper that includes the response of the Company's Board of Directors shall be submitted up to five days prior to the date of the Meeting. 11. Website addresses of the Israel Securities Authority and the Tel-Aviv Stock Exchange Ltd. where the wording of the voting slip and position papers can be found, as specified in Section 88 of the Companies Law: * The Israel Securities Authority s website: * Tel-Aviv Stock Exchange s website: 3 of 8

4 12. Eligibility for participating in the General Meeting and manner of voting: Effective Date of eligibility of shareholders to participate and vote in the Meeting: The Effective Date of eligibility of shareholders to participate and vote in the Meeting as stated in section 182(c) of the Companies Law, is at the end of the trading day at the Tel-Aviv Stock Exchange Ltd (the "Stock Exchange") on April 21, 2016 (the "Effective Date"). If there is no trading on the Effective Date, then the Effective Date will be the last trading day prior to the Effective Date. Obligation to attach associated documents: 12.1 In accordance with the Companies Regulations (Providing Ownership of a Share to Vote at a General Meeting), 2000, a shareholder who has a share registered under his name at a registration company and such share is included among the Company s shares registered in the shareholders registry of the registration company, if such shareholder wishes to vote at the Meeting, he shall furnish the Company with a confirmation of ownership of the share at the Effective Date, in accordance with Form 1 in the addendum to the aforementioned Regulations The voting slip will only be valid if it is accompanied by a confirmation of ownership of the unregistered shareholder, or a copy of the identity card, passport or certificate of incorporation, if the shareholder is registered in the Company's register. The voting slip and the documents that must be attached (the "Attached Documents") as stipulated in the voting slip, should be submitted to the Company s offices until 72 hours prior to the date of the Meeting. In this respect, Date of Submission is the date a voting slip and the Attached Documents arrive at the Company s offices A shareholder is entitled to receive a Confirmation of Ownership as defined in section 71 of the Companies Law at a branch of the Stock Exchange's member, or by mail, if so requested by the Shareholder. A request in this regard shall be provided in advance for a specific shares account. 13. The member of the Stock Exchange shall send, free of charge and by , a link to the wording of the voting slip and position papers on the distribution website, to every shareholder whose is not registered on the shareholders registry and whose shares are registered at the Stock Exchange member, unless such shareholder announces that he is not interested, provided that such notice be given for a specific shares account and at a date prior to the Effective Date. The notification with respect to the voting slips shall also apply to the reception of position papers. 4 of 8

5 14. Voting using the electronic voting system will be facilitated by the secured identification process on the voting website http;//votes.isa.gov.il. An unregistered shareholder is entitled to receive an access code to the electronic voting system from the Stock Exchange member that holds his shares. Voting using the electronic voting system will be permitted up to six hours prior to the time of the Meeting. 15. One or more shareholders holding shares that represent five percent or more of the Company s voting rights on the Effective Date, and a shareholder holding the said amount of shares out of the total voting rights not held by a controlling shareholder in the Company, as defined in section 286 of the Companies Law, is entitled personally or through another person acting on his behalf, to review the voting slips following the convening of the General Meeting, at the Company s registered offices during regular office hours, as stipulated in Regulation 10 of Regulations. At the date of sending of this voting slip, to the best of the Company's knowledge, the number of shares representing five percent of the total voting rights in the Company is: 14,321,724 ordinary shares of the Company. At the date of sending of this voting slip, to the best of the Company's knowledge, the number of shares representing five percent of the total voting rights not held by interested parties in the Company is: 9,435,769 ordinary shares of the Company. A shareholder shall indicate his vote for each item on the agenda on Part 2 of this voting slip. Yours sincerely, CollPlant Holdings Ltd 5 of 8

6 Voting Slip Part 2 Part A 1. Company's Name: CollPlant Holdings Ltd. 2. Company s address (for submitting and sending voting slips): The Company's offices, 3 Sapir Street, Weizmann Science Park, Ness Ziona Company No Date of the Meeting: Friday, May 20, 2016, at 10 am. 5. Type of meeting: Annual General Meeting. 6. Effective Date: The Effective Date for determining of a shareholder's eligibility to vote at the Meeting is April 21, In the event that the Effective Date is not a trading day, then the Effective Date shall be the last trading day prior to the Effective Date. Part B: (to be filled by the Shareholder) 7. Details of shareholder Name of shareholder: ID No.: If the shareholder does not have an Israeli ID No.: Passport No.: The country of which the passport was issued: Valid until: If the shareholder is a company: Company No.: Country of incorporation: 8. I am an interested party 2 / senior officer 3 / institutional investor (including fund manager) 4 / none of the above * (Please indicate the relevant alternative) Institutional Interested Party Senior officer manager) investor None of the (including fund above (*) If the voting Party is voting according to a Power of Attorney, the details stated in the table above will be provided with respect to the authorizing party as well. 2 As the term "interested party" is defined in Section 1 of the Securities Law, As the term "senior officer" is defined in section 37(d) of the Securities Law, As the term is defined in Regulation 1 of the Supervision of Financial Services Regulations (Provident Funds) (Participation of Management Company at a General Meeting), , as well as a manager of a joint investment trust fund, as defined by the Joint Investments Funds Law, of 8

7 9. Requested Manner of Voting No. of Item on the agenda Item on the agenda regarding which voting may be performed by a voting slip Manner of Voting (1) With respect to the approval of the items on the agenda - are you a "Controlling Shareholder" of the Company / have a "Personal Interest" in approving the resolution? (2) In favor Against Abstain Yes* No 1. To approve the reappointment of the Auditor and to authorize the Board of Directors to set the remuneration thereof 2. To approve extending the tenure of each of the following directors in service: 2.1. Mr. Yaron Yaniv 2.2. Prof. Oded Shoseyov 2.3. Mr. Adi Goldin 2.4. Mr. Xiaojin (Tony) Qian 2.5. Mr. Ira Leiderman 2.6. Mrs. Nira Dror 3. Approval of the appointment of Dr. Avri Havron to the Company's Board of Directors. 1) Non-marking shall be considered as abstaining from voting regarding that item. 2) A shareholder that does not complete this column or that marks Yes and does not specify his vote, will not have the vote thereof counted. * Specify in the designated place below. Date Signature * Details Below are details concerning my status as "controlling shareholder" (or person on the behalf thereof) / person having a personal interest, as the case may be: 7 of 8

8 Comments: 1. For shareholders whose shares are held by a stock exchange member (in accordance with section 177(1) of the Companies Law) this voting slip will be valid only if accompanied by confirmation of ownership (except in cases the voting is done via the Internet). 2. For shareholders registered in the Company s shareholders registry this voting slip is valid if accompanied by a photocopy of the identification certificate / passport / certificate of incorporation. * * * 8 of 8