Exhibit 99.1

CollPlant Biotechnologies Ltd.

4 Oppenheimer St, Weizmann Science Park

Rehovot 7670104, Israel

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on Monday, May 2, 2022

The annual and extraordinary general meeting of shareholders of CollPlant Biotechnologies Ltd. (the “Company”) will be held at the offices of Gross & Co. at One Azrieli Center, Round Building, 40^th Floor, Tel-Aviv, Israel, on Monday, May 2, 2022 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, 2021.

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, April 4, 2022 (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 card.

Shareholders 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 May 2, 2022 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.

Execution 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.

March 25, 2022

CollPlant Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park

Rehovot 7670104, Israel

PROXY STATEMENT

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 annual and extraordinary general meeting of shareholders (the “General Meeting”), to be held on Monday, May 2, 2022, at 10:00 a.m., Israel time, at the offices of Gross & Co. at One Azrieli Center, Round Building, 40^th Floor, Tel-Aviv, Israel, or at any adjournments thereof.

It 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, 2021.

Shareholders may present proposals for consideration at the General Meeting by submitting their proposals to the Company no later than April 1, 2022.

Board Recommendation

The Board of Directors recommends that you vote “FOR” each of the proposals on the agenda.

Who Can Vote

Only shareholders at the close of business on April 4, 2022 (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 March 23, 2022, the Company had outstanding 11,011,481 ordinary shares, excluding 18,409 ordinary shares in treasury each of which is entitled to one vote on each of the matters to be presented at the General Meeting.

How You Can Vote

Shareholders 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 May 2, 2022, 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.

Shareholders 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.

Voting instructions cards are being distributed to holders of ordinary shares on or about April 8, 2022. 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 Monday, May 2, 2022, 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. 

Quorum

 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.

Vote Required for the Proposals

The approval of each of Proposals No. 1, 2, 4 and 5 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.

The approval of each of Proposals No. 3, 6, 7 and 8 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.

Under the Israeli Companies Law of 1999 (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 and whether or not that shareholder has a personal interest, all with respect to the approval of each of Proposals No. 3, 6, 7 and 8. Each shareholder that delivers a signed proxy to the Company must indicate on the proxy whether or not that shareholder is a controlling shareholder of the Company and whether or not that shareholder has a personal interest with respect to the approval of each of Proposals No. 3, 6, 7 and 8. Shareholders who do not so indicate will not be eligible to vote their ordinary shares as to such proposals.

The Companies Law defines a “personal interest” as a personal interest of a person in an act or transaction of a company, including: (i) a personal interest of that person’s relative (i.e., spouse, sibling, parent, grandparent, child, child sibling and parent of such person’s spouse or the spouse of any of the above); or (ii) a personal interest of another entity in which that person or his or her relative (as defined above) holds 5% or more of such entity’s issued shares or voting rights, has the right to appoint a director or the chief executive officer of such entity, or serves as director or chief executive officer of such entity. A personal interest resulting merely from holding a company’s shares will not be deemed a personal interest.

The term “controlling shareholder” shall carry the meaning ascribed to it in the Companies Law.

Position Statement

To the extent you would like to submit a position statement with respect to any of the proposals described in the Proxy Statement pursuant to the Companies Law, you may do so by delivery of appropriate notice to the Company’s offices (Attention: Eran Rotem, Deputy CEO and CFO) located at 4 Oppenheimer St., Weizmann Science Park, Rehovot 7670104, Israel, not later than ten days before the General Meeting date (i.e., Friday, April 22, 2022).

Reporting Requirements

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Securities and Exchange Commission (the “Commission”). The Company’s filings with the Commission are also available to the public on the Commission’s website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this notice and Proxy Statement should not be taken as an admission that the Company is subject to the proxy rules under the Exchange Act.

Directors and Officers Compensation

For information concerning the annual compensation granted to the five highest compensated directors and officers of the Company during the year ended December 31, 2021, see Item 6B. of the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the Commission on March 24, 2022 (the “2021 Annual Report”).

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

Except as specifically provided herein, the lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained.

Proposal No. 1

APPROVAL OF THE RE-ELECTION, AND, IN THE CASE OF THE LATTER, THE ELECTION OF DR. ROGER POMERANTZ, DR. ABRAHAM (AVRI) HAVRON, JOSEPH ZARZEWSKY, HUGH EVANS AND ALISA LASK TO THE BOARD OF DIRECTORS OF THE COMPANY, EACH UNTIL THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS

At the General Meeting, four directors are proposed to be re-elected and one director is proposed to be elected for the first time. Each of the directors will hold office until the next annual general meeting of shareholders, unless any office is earlier vacated under any relevant provisions of the articles of association of the Company or applicable laws or regulations. If no directors are appointed at the General Meeting, the current directors shall continue to hold office, other than Alisa Lask. The Company is not aware of any reason why any of the nominees, if elected, should not be able to serve as a director.

Each of Dr. Roger Pomerantz, Dr. Abraham (Avri) Havron, Joseph Zarzewsky, Hugh Evans and Alisa Lask has indicated to the Company his availability for re-election (and, with respect to the latter, election), and has declared that: (i) he or she has the required qualifications and ability to devote the time required for its service as a director with respect to the Company’s special needs and its size and specified the said qualifications; and (ii) that the limitations specified in sections 225 through 227 of the Companies Law do not apply to such nominee, all pursuant to section 224B of the Companies Law. Such declarations can be found in the Company’s offices.

On December 20, 2021, the Board of Directors determined that in light of the current shareholding structure of the Company, which no longer supports the claim that the Company has a controlling shareholder, it was decided to reinstate the relief granted to Israeli companies whose shares are listed on certain stock exchanges outside of Israel (including the Nasdaq Capital Market) with no controlling shareholder from being required to appoint external directors so long as such companies satisfy the requirements of the foreign laws in the listing jurisdiction outside of Israel which apply to companies incorporated in such jurisdiction, in respect of the appointment of independent directors and the composition of the audit committee and compensation committee. As such, Dr. Gili Hart and Dr. Elan Penn were no longer classified as external directors, Following the said determination, Dr. Elan Penn and Dr. Gili Hart will continue to serve as independent directors of the Company until the earlier of: (i) the end of their tenure; or (ii) the lapse of the second annual general meeting following the said determination and therefore the five proposed nominees to serve as directors together with Dr. Elan Penn and Dr. Gili Hart will constitute the Board of Directors.

The nominees to serve on the Board of Directors are presented below and the following information with respect to the nominees is supplied based upon the information furnished to the Company by the nominees:

Dr. Roger Pomerantz has served as our Chairman of the board of directors since February 2020. Dr. Pomerantz is currently the President, Chief Executive Officer and Chairman of the Board of Directors of ContraFect, and a board member of Intec Pharma and VerImmune. Dr. Pomerantz served as Chairman of the board of directors of Seres Therapeutics in 2019, where he served as Chairman and CEO from June 2014 until January 2019. From 2011 to 2013, he was Worldwide Head of Licensing & Acquisitions, Senior Vice President at Merck & Co., Inc. where he oversaw all licensing and acquisitions at Merck Research Laboratories. Previously, he served as Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global Head of Infectious Diseases for Johnson & Johnson Pharmaceuticals. He joined Johnson & Johnson in 2005 as President of Tibotec Pharmaceuticals, Inc. Dr. Pomerantz received his B.A. in Biochemistry at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He received post-graduate training at the Massachusetts General Hospital, Harvard Medical School and M.I.T. Dr. Pomerantz is Board Certified in both Internal Medicine and Infectious Diseases. He was Professor of Medicine, Biochemistry and Molecular Pharmacology, Chief of Infectious Diseases, and the Founding Director and Chair of the Institute for Human Virology and Biodefense at the Thomas Jefferson University and Medical School. He has developed twelve small and large molecular drugs approved world-wide in important diseases, including HIV, HCV, CMV, C. Diff, and tuberculosis.

Dr. Abraham (Avri) Havron has served on our board of directors since May 2016. Dr. Havron is a 41-year veteran of the biotech industry. Since 2005 and until 2014 when its acquisition by OPKO Health Inc. (NASDAQ: OPK) was completed. Dr. Havron was the Chief Executive Officer and a director of PROLOR Biotech Inc. (NYSE: PBTH). Between 1999 and 2003, Dr. Havron served as V.P. and Chief Technology Officer of Clal Biotechnology Industries Ltd. and prior to that for 12 years as V.P. Manufacturing and Process-Development of BioTechnology General Ltd. (now, a subsidiary of Ferring Pharmaceuticals). Dr. Havron was a member of the founding team of Interpharm Laboratories Ltd. (a subsidiary of Merck-Serono) - the first Israeli biotech company, where he served as Director of R&D from 1980 to 1987. During his managerial career Dr. Havron was directly involved in the multi-disciplinary development of many biopharmaceuticals seven of which were approved and are marketed worldwide: Rebif (recombinant beta interferon), Biotropin (recombinant human growth hormone), Bio-Hep-B (3rd generation recombinant hepatitis B vaccine), Biolon and Euflexxa (ophthalmic and orthopedic devices containing bacteria derived hyaluronic acid), bio-similar recombinant Insulin and, Nexxobrid (debridement agent for severe burns), Somatrogan- recombinant long acting human growth hormone analog. Dr. Havron has been actively involved in establishing several biotech start-up companies among them Mediwound, Curetech, Prolor-Biotech, Polyheal, PamBio and Enlivex. He is also a member of the board of Enlivex Therapeutics Ltd. (NASDAQ: ENLV; TASE: ENLV), was the Chairman of Mediwound during 2001-2003 and later a member of its board from 2014 to 2017 (NASDAQ: MDWD) and from 2010 to 2018 was a member of the board of directors of Kamada Ltd. (NASDAQ: KMDA; TASE: KAMDA). Dr. Havron earned his PhD in chemistry from the Weizmann Institute of Science, and completed his post- doctorate at Harvard Medical School. Dr. Havron is also a board member of CollPlant Ltd., our wholly owned subsidiary.  

Joseph Zarzewsky has served on our board of directors since August 2019. Mr. Zarzewsky has served as the Vice President of Business Development at the Mitrelli Group, or Mitrelli, since June 2010. Mr. Zarzewsky has served as the Chairman of “SMAD”, a joint venture between Mitrelli and the Harbin Government, China, since June 2011. Mr. Zarzewsky has also served as the Chairman of the Investment Committee of the Harbin Israel Fund since 2012, and as a member of the board of directors of Wize Pharma, Inc. (OTCQB: WIZP) since November 2017. He has also previously served as the Vice President of marketing at Clal Insurance Enterprises Holdings Ltd. (TASE: CLIS) and as the Vice President of Marketing for the Israel Postal Authority. In addition, Mr. Zarzewsky has served as a director of Excellence Underwriter House Ltd. since 2007. In 2008, he was appointed as the Honorary Economic Advisor of the Harbin Government, China. In addition, in June 2012, he was honored as an Honorary Citizen of Harbin, China. Mr. Zarzewsky holds an MA in Commercial Law from the University of Tel Aviv in collaboration with the University of California, Berkeley.

Hugh Evans has served on our Board of Directors since March 2021. Mr. Evans serves as a board member at ZVerse, 3DM, Currant 3D, Evolve additive solutions and Advano. Previously Mr. Evans served as a board member of AquaVenture Holdings (NYSE: WAAS), which was acquired by Culligan International as well as Factory Four which was acquired by Xometry. In 2019, Mr. Evans founded 3D Ventures Group, where he serves as a managing member. From 2013 to 2019, Mr. Evans served as Senior Vice President of Corporate Development & Digitization at 3D Systems (NYSE: DDD). Previously, from 1992 to 2013, he served as a portfolio manager at T. Rowe Price Associates (NASDAQ: TROW). Mr. Evans holds a BA in Psychology from the University of Virginia and an MBA from the Stanford Graduate School of Business.

Alisa Lask has served on our board of directors since August 2021. Mrs. Lask is the former Vice President and General Manager of US Aesthetics at Galderma. Previously, she was a Senior Director of Global Strategic Marketing of Facial Aesthetics at Allergan. Earlier, she held strategic marketing positions at both Zimmer Biomet and Eli Lilly. Mrs. Lask received an M.B.A from the University of Michigan and has a B.A. in marketing from Miami University, Oxford, Ohio.

For information on proposed amendments to the cash compensation terms of the directors, see Proposal No. 4 below. For the avoidance of doubt, Ms. Alisa Lask will be entitled to the same compensation terms as the other serving directors of the Company. For information on the proposed grant of options to the directors, see Proposal No. 5 below. In addition, the directors will continue to benefit from coverage under the Company’s directors’ and officers’ liability insurance policies and from the letters of indemnification provided to them by the Company.

It is proposed that at the General Meeting the following resolution be adopted:

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

Proposal No. 2

APPROVAL OF THE RE-APPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER FIRM OF ERNST & YOUNG GLOBAL, AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE PERIOD ENDING AT THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING

Under the Companies Law and the Company’s articles of association (the “Articles”), the Company’s shareholders are authorized to appoint the Company’s independent auditors. The Articles further provide that the Board of Directors (upon the recommendation of the Company’s audit committee (the “Audit Committee”)) is authorized to determine the independent auditor’s remuneration. In addition, the approval by the Audit Committee of the independent auditor’s re-appointment and remuneration is required under the corporate governance rules of the Nasdaq Global Market.

Following the recommendation by the Audit Committee and the Board of Directors, it is proposed that Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, be reappointed as the independent auditors of the Company for the period ending at the close of the next annual general meeting. Such auditors served as the Company’s auditors for fiscal year 2021 and have no relationship with the Company or with any affiliate of the Company, except as described in the 2021 Annual Report. Information on fees paid to the Company’s independent public accountants may be found in the 2021 Annual Report.

It is proposed that the following resolution be adopted at the Meeting:

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

Proposal No. 3

APPROVAL OF A NEW COMPENSATION POLICY FOR THE COMPANY’S DIRECTORS AND OFFICERS, IN ACCORDANCE WITH THE REQUIREMENTS OF THE ISRAELI COMPANIES LAW OF 1999

Under the Companies Law, a public company is required to adopt a compensation policy, which sets forth the terms of service and employment of the company’s directors and officers. Such compensation policy must comply with the requirements of the Companies Law. The compensation policy must be approved at least once every three years by the board of directors, after considering the recommendations of the compensation committee, and by the shareholders by a special majority. The Company’s current compensation policy was approved by the Company’s shareholders on June 6, 2019, as amended on May 14, 2020, and August 4, 2021 (the “Current Compensation Policy”).

Following review of the compensation structure of the Company, the Company’s compensation committee (the “Compensation Committee”) and Board of Directors recommended and approved, respectively, the adoption of a new compensation policy for the Company in the form attached hereto as Exhibit A, to be in effect for a period of three years from its approval by the Company’s shareholders (the “Proposed Compensation Policy”).

Below is the list of the principal changes of the Proposed Compensation Policy, compared to the Company’s Current Compensation Policy:

Accordingly, the Compensation Committee and Board of Directors recommended and approved the Proposed Compensation Policy attached hereto as Exhibit A.

The considerations which guided the Compensation Committee and Board of Directors in recommending and approving the Proposed Compensation Policy were: promoting the Company’s interests, its work plan and policy from a long-term perspective considering, inter alia, the Company’s risk management policy, the size and nature of the Company’s operations, and – with regard to terms of office and employment which include variable components – the officer’s contribution to achieving the Company’s objectives and to maximizing its earnings, all from the long-term perspective and in accordance with the officer’s role.

The Compensation Committee and Board of Directors further considered; (a) the education, qualifications, expertise, professional experience and achievements of each officer; (b) the role of the officer, areas of responsibility and previous compensation agreements entered into with him; (c) the ratio between the terms of compensation of the officers as may be provided under the Proposed Compensation Policy and the terms of compensation of other employees of the Company, considering also the average and median annual cost of the fixed component payable to all Company full time team members, which the Board believes does not adversely impact the work environment in the Company; (d) regarding terms of compensation that include variable components – the possibility of reducing the variable components at the discretion of the board of directors and the possibility to limit the exercise value of any equity based variable component; and € regarding retirement grants – the period of service and employment of the officer, the terms of such service and employment of the officer during such period, the Company’s performance during such period, the contribution of the officer in meeting the Company’s objectives and maximizing its earnings and the circumstances for the retirement.

In light of all the above considerations, and after examining an external and independent benchmark study of compensation schemes in public companies operating in the life-science industry, the Compensation Committee and Board of Directors determined that the terms of the Proposed Compensation Policy are fair and reasonable and to the Company’s benefit.

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the Company’s new compensation policy in the form attached hereto as Exhibit A, having been recommended by the Compensation Committee and approved by the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

Proposal No. 4

APPROVAL OF AN AMENDMENT TO THE DIRECTORS’ COMPENSATION TERMS

Following the approval of the Compensation Committee and Board of Directors, respectively, it is proposed to approve an amendment to the compensation of the Company’s directors, as shall serve on the Board of Directors from time to time (other than the Company’s Chairman), subject to the approval of Proposal No. 3.

Currently, the Company’s directors are paid in accordance with the compensation scheme detailed in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000.

It is proposed that the compensation of the Company’s directors, as shall serve on the Board of Directors from time to time (and other than the Company’s Chairman), shall be increased, in a manner that all directors (other than the Chairman) shall be entitled to an annual fee of $25,000 and a per meeting participation fee of $800, and any applicable VAT. It is further proposed that all the directors be entitled to reimbursement of expenses, including meeting participation expenses, reimbursement of business travel including a daily stipend when traveling and accommodation expenses. The Company may provide advance payments to its directors in connection with work-related expenses. The compensation terms of the Company’s Chairman shall remain unchanged.

The Company’s directors shall continue to benefit from coverage under the Company’s directors’ and officers’ liability insurance policies and from the letters of indemnification provided to them by the Company.

Reasoning of the Compensation Committee and Board of Directors for the Amendments to the Directors’ Compensation Terms:

When discussing the proposed amendments to the directors’ compensation terms, the Compensation Committee and the Board of Directors took into consideration, among other things: (a) the directors’ experience, knowledge, and skills; (b) the directors’ contribution to the Company’s development and success; and (c) an examination of an external and independent benchmark study in public companies operating in the life-science industry (which also took into account the proposed equity grant to the Company’s directors as detailed in Proposal No. 5 below). In light of all of the above, the Compensation Committee and Board of Directors concluded that the proposed amendments to the directors’ compensation terms (other than the Chairman) are fair and reasonable and to the Company’s benefit and are in accordance with the Company’s Proposed Compensation Policy (as such term is defined in Proposal No. 3 above).

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the amendments to the directors’ compensation terms, subject to the approval of the Company’s new compensation policy, having been approved by the Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

Proposal No. 5

APPROVAL OF THE GRANT OF OPTIONS EXERCISABLE INTO ORDINARY SHARES OF THE COMPANY TO THE COMPANY’S DIRECTORS

Following the approval of the Compensation Committee and the Board of Directors, respectively, it is proposed to approve a grant of 50,000 options exercisable into 50,000 ordinary shares of the Company to Dr. Roger Pomerantz, the Company’s Chairman, a grant of 24,000 options exercisable into 24,000 ordinary shares of the Company to each of Dr. Avraham (Avri) Havron, Dr. Elan Penn, Dr. Gili Hart, Joseph Zarzewsky, and Hugh Evans, and a grant of 47,000 options exercisable into 47,000 ordinary shares of the Company to Alisa Lask, (together in this Proposal No. 5, the “Options”), subject to the approval of the re-election of each member of the Board of Directors (and with respect to Ms. Alisa Lask, election) and to the approval of Proposal No. 3.

The Options to Dr. Roger Pomerantz constitute app. 0.45% of the Company’s share capital (app. 0.35% of the share capital on a fully diluted basis¹), the Options to Alisa Lask constitute app. 0.43% of the Company’s share capital (app. 0.33% of the share capital on a fully diluted basis²), and the Options to all each of the other directors constitute app. 0.22% of the Company’s share capital (app. 0.17% of the share capital on a fully diluted basis²), and would be granted as part of a broader grant of options to the Company’s directors, officers and employees.

The Options will be granted under the Company’s Share Ownership and Option Plan (2010) (as amended) (the “Option Plan”) and shall vest over a period of four years from their date of grant, with 25% of the Options vesting on the first anniversary of the date of grant and the remaining Options vesting equally on a quarterly basis during the three years thereafter (i.e., vesting of 6.25% per quarter). The exercise price of each Option is $9.22 per one ordinary share, which is equal to the closing price of the ordinary shares on the Nasdaq on the last trading day prior to the meeting of the Board of Directors that approved the proposed grant. The Options will be exercisable for ten years following the date of grant. The remaining terms of the Options are in accordance with the Option Plan, which includes conditions with respect to, among other things, acceleration, adjustments, assumption, and termination of engagement. The Option Plan can be found as Exhibit 4.3 to the 2021 Annual Report.

¹ Calculated taking into account the exercise or conversion of all exercisable or convertible securities issued by the Company to date.

Together with their existing options, the proposed grant would result in each director (other than the Chairman) holding 47,000 options exercisable into 47,000 ordinary shares of the Company (app. 0.43% of the Company’s share capital, and app. 0.33% of the Company’s share capital on a fully diluted basis), and the Chairman holding 212,713 options exercisable into 212,713 ordinary shares of the Company (app. 1.90% of the Company’s share capital, and app. 1.50% of the Company’s share capital on a fully diluted basis).

For information on the proposed amendments to the compensation terms of the Company’s directors, see Proposal No. 4 above.

Reasoning of the Compensation Committee and Board of Directors for the grant of the Options to the Company’s Directors:

The Compensation Committee and Board of Directors approved the proposed grant of the Options while noting the following: (a) each of the directors’ experience, knowledge, and skills; (b) the contribution of the directors to the Company’s development and success; (c) the intention to align the interests of the directors with those of the Company’s shareholders and create a link between their compensation and the performance of the Company’s ordinary shares; (d) the examination of an external and independent benchmark study in public companies operating in the life-science industry (which also took into account the proposed increase in the cash compensation to the Company’s directors as detailed in Proposal No. 4 above); and (e) that, subject to the approval of Proposal No. 3 above, the grant to the directors is in line with the Company’s proposed compensation policy. In light of all of the above, the Compensation Committee and the Board of Directors concluded that the proposed grant of Options is fair and reasonable and to the Company’s benefit.

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the grant of options exercisable into ordinary shares to each of the directors serving on the Company’s Board of Directors, subject to their re-election (and with respect to Alisa Lask, election) as members of the Board of Directors, and to the approval of the Company’s new compensation policy, having been approved by the Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

Proposal No. 6

APPROVAL OF AN INCREASE IN THE MONTHLY BASE SALARY OF THE COMPANY’S CEO, YEHIEL TAL

In January 2022, the Compensation Committee and Board of Directors respectively approved increases in the base salaries of certain of the Company’s officers, noting the Company’s recent growth, and the increasing scope and nature of the Company’s operations. Among such approvals, the Compensation Committee and Board of Directors approved the increase in base monthly salary of the Company’s CEO from $23,300 per month (paid in NIS and set at75,000 NIS per month), to $35,770 per month (paid in NIS and set at 115,000 NIS), to be paid retrospectively from the monthly salary of November 2021 (inclusive).

Following the approval of the Compensation Committee and Board of Directors, it is proposed to approve that the CEO’s monthly base salary shall be $35,770 per month (paid in NIS and set at 115,000 NIS), subject to the approval of Proposal No. 3 above. The remaining compensation terms of the CEO shall remain unchanged. For information on a proposed option grant to the Company’s CEO, see Proposal No. 7 below. For information on the CEO’s compensation terms, see Item 6B. of the 2021 Annual Report.

Reasoning of the Compensation Committee and Board of Directors for the Increase in the CEO’s Monthly Base Salary:

When discussing the proposed changes to the CEO’s compensation terms, the Compensation Committee and the Board of Directors took into consideration, among other things: (a) his experience, knowledge, and skills; (b) his contribution to the Company’s development and success; and (c) an examination of an external and independent benchmark study in public companies operating in the life-science industry (which also took into account the proposed equity grant to the Company’s CEO as detailed in Proposal No. 7 below). In light of all of the above, the Compensation Committee and Board of Directors concluded that the proposed changes to the CEO’s compensation terms are fair and reasonable and to the Company’s benefit, and are in accordance with the Company’s Proposed Compensation Policy (as such term is defined in Proposal No. 3 above).

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the increase in the monthly base salary of Yehiel Tal, the Company’s CEO, subject to the approval of the Company’s new compensation policy, having been approved by the Company’s Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

Proposal No. 7

APPROVAL OF THE GRANT OF OPTIONS EXERCISABLE INTO ORDINARY SHARES OF THE COMPANY TO THE COMPANY’S CEO, YEHIEL TAL

Following the approval of the Compensation Committee and Board of Directors, it is proposed to approve the grant of 100,000 options exercisable into 100,000 ordinary shares of the Company to Yehiel Tal, the Company’s CEO, constituting app. 0.90% of the Company’s share capital (app. 0.70% of the share capital on a fully diluted basis²) (in this Proposal No. 7, the “Options”). Together with his existing options, the CEO shall hold 349,086 options exercisable into 349,086 ordinary shares of the Company, constituting app. 3.07% of the Company’s share capital (app. 2.46% of the share capital on a fully diluted basis). The proposed grant is made as part of a broader grant of options to the Company’s directors, officers and employees.

All other terms under the proposed option grant shall be identical to the proposed grant to the Company’s directors, as detailed in Proposal No. 5 above.

For information on the CEO’s compensation terms, see Proposal No. 6 above and Item 6B. of the 2021 Annual Report.

Reasoning of the Compensation Committee and Board of Directors for the Option Grant to the CEO:

The Compensation Committee and Board of Directors approved the proposed grant of the Options to the Company’s CEO while noting the following: (a) the CEO’s experience, knowledge, and skills; (b) the contribution of the CEO to the Company’s development and success; (c) the intention to align the interests of the CEO with those of the Company’s shareholders and create a link between his compensation and the performance of the Company’s ordinary shares; (d) the examination of an external and independent benchmark study in public companies operating in the life-science industry (which also took into account the increase in the cash compensation granted to the Company’s CEO as detailed in Proposal No. 6 above); and (e) that the grant to the CEO is in line with the Company’s Current Compensation Policy. In light of all of the above, the Compensation Committee and the Board of Directors concluded that the proposed grant of Options is fair and reasonable and to the Company’s benefit.

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the grant of options exercisable into ordinary shares to Yehiel Tal, the Company’s CEO, having been approved by the Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

Proposal No. 8

APPROVAL OF AN INCREASE IN THE MONTHLY BASE SALARY OF THE COMPANY’S DEPUTY CEO AND CFO, ERAN ROTEM

In January 2022, the Compensation Committee and Board of Directors respectively approved increases in the base salaries of certain of the Company’s officers, noting the Company’s recent growth, and the increasing scope and nature of the Company’s operations, all as detailed in Proposal No. 6 above. Among such approvals, the Compensation Committee and Board of Directors approved the increase in base monthly salary of the Company’s Deputy CEO and CFO from $18,580 per month (paid in NIS and set at 60,000 NIS), to $26,320 per month (paid in NIS and set at 85,000 NIS), to be paid retrospectively from the monthly salary of November 2021 (inclusive).

Following the approval of the Compensation Committee and Board of Directors, it is proposed to approve that the Deputy CEO and CFO’s monthly base salary of shall be $18,850 per month (paid in NIS and set at 85,000 NIS), subject to the approval of Proposal No. 3 above. The remaining compensation terms of the Deputy CEO and CFO shall remain unchanged, except that the Deputy CEO and CFO was also recently granted 80,000 options exercisable into 80,000 ordinary shares of the Company, constituting app. 0.72% of the Company’s share capital (app. 0.56% of the share capital on a fully diluted basis) in line with the Current Compensation Policy. For information on the Deputy CEO and CFO’s compensation terms, see Item 6B. of the 2021 Annual Report.

Reasoning of the Compensation Committee and Board of Directors for the Increase in the CEO’s Monthly Base Salary:

When discussing the proposed changes to the Deputy CEO and CFO’s compensation terms, the Compensation Committee and the Board of Directors took into consideration, among other things: (a) his experience, knowledge, and skills; (b) his contribution to the Company’s development and success; and (c) an examination of an external and independent benchmark study in public companies operating in the life-science industry (which also took into account the equity grant to the Company’s Deputy CEO and CFO). In light of all of the above, the Compensation Committee and Board of Directors concluded that the proposed changes to the Deputy CEO and CFO’s compensation terms are fair and reasonable and to the Company’s benefit and are in accordance with the Proposed Compensation Policy (as such term is defined in Proposal No. 3 above).

It is proposed that at the General Meeting the following resolution be adopted:

“RESOLVED, that the increase in the monthly base salary of Eran Rotem, the Company’s Deputy CEO and CFO, subject to the approval of the Company’s new compensation policy, having been approved by the Company’s Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDERS AND ADS HOLDERS HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED MARCH 25, 2022. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN MARCH 25, 2022, AND THE DISTRIBUTION OF THIS DOCUMENT TO SHAREHOLDERS AND ADS HOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

OTHER BUSINESS

Other than as set forth above, as of the distribution of this Proxy Statement, management knows of no business to be transacted at the General Meeting, but, if any other matters are properly presented at the General Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.

March 25, 2022

Exhibit A

COMPENSATION POLICY

COLLPLANT HOLDINGS LTD.

Compensation Policy for Executive Officers and Directors

As Adopted by the Shareholders on ___________ __, 2022

Table of Contents

A. Overview and Objectives

This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of CollPlant Holdings Ltd. (“CollPlant” or the “Company”), in accordance with the requirements of the Companies Law of 1999 (the “Companies Law”).

Compensation is a key component of CollPlant’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance CollPlant’s value and otherwise assist CollPlant to reach its business and financial long term goals. Accordingly, the structure of this Policy was established to tie the compensation of each officer to CollPlant’s goals and performance.

For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, CollPlant’s directors; and “Directors” shall mean the CollPlant’s directors, as shall be from time to time, including the Chairperson of the Board (the “Chairperson”), unless otherwise expressly indicated herein.

This Compensation Policy shall serve as CollPlant’s Compensation Policy for three (3) years, commencing as of its adoption.

The Compensation Committee and the Board of Directors of CollPlant (the “Compensation Committee” and “Board”, respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the Companies Law.

CollPlant’s objectives and goals in setting this Compensation Policy are to attract, motivate and retain highly experienced personnel who will provide leadership for CollPlant’s success and enhance shareholder value, while supporting a performance culture that is based on merit, and rewards excellent performance in the long term, while recognizing CollPlant’s core values. To that end, this Policy is designed, among others:

Compensation instruments under this Compensation Policy may include the following:

This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet CollPlant’s short- and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.

The total Variable Compensation of each Executive Officer (as well as the Chairperson) shall not exceed 90% of the total compensation package of such Executive Officer on an annual basis. The Compensation Committee and Board believe that such rate expresses the appropriate compensation mix in the event that all performance objectives are achieved and assumes that all compensation elements are granted with respect to a given year.

In the process of drafting this Policy, CollPlant’s Board and Compensation Committee have examined the ratio between employer cost, as such term is defined in the Companies Law, associated with the engagement of the Executive Officers and the average and median employer cost associated with the engagement of the other employees of CollPlant (the “Ratio”). The Compensation Committee and Board believe that the current Ratio does not adversely impact the work environment in CollPlant.

B. Base Salary and Benefits

Such amounts may be linked to increases in the Israeli Consumer Price Index or to increases in the representative rate of exchange of the US dollar, as the case may be.

At the Compensation Committee’s and Board’s discretion, CollPlant may grant to a newly recruited Executive Officer a signing bonus. The signing bonus shall not exceed two (2) months of the base salary of such Executive Officer.

C. Cash Bonuses

D. Equity-Based Compensation

The annual fair market value of the equity-based compensation for each Executive Officer shall not exceed the annual gross base salary of such Executive Officer and for each Director shall not exceed USD $150,000, and for the Chairperson shall not exceed USD $500,000. For that purpose, the annual fair market value shall be determined according to acceptable valuation practices at the time of grant divided equally among the number of vesting years.

E. Retirement and Termination of Service Arrangements

CollPlant may provide additional retirement and termination benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable to customary market practices.

F. Exemption, Indemnification and Insurance

CollPlant may exempt in advance and retroactively its Directors and Executive Officers from any liability to the Company, in whole or in part, for damages in consequence of his or her duty of care vis-a-vis the Company, to the fullest extent permitted by applicable law and subject to the provisions of the Company’s articles of association.

CollPlant may indemnify its Directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the Director or the Executive Officer, as provided in the Indemnity Agreement between such individuals and CollPlant, all subject to applicable law and the Company’s articles of association.

G. Arrangements upon Change/Creation of Control

H. Board of Directors Compensation

I. Miscellaneous

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