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Evogene Ltd.

Proxy Solicitation & Information Statement Jun 14, 2018

6785_rns_2018-06-14_7c34b989-db8c-4ff4-beda-cd036122dddc.htm

Proxy Solicitation & Information Statement

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convening of meeting false

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EVOGENE LTD
Corporation no: 512838723 11441
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 14/06/2018
www.isa.gov.il www.tase.co.il Reference: 2018-02-051687 Time of broadcast: 13:54 10:03:04

Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

Delay the publication of a report _________ _________

1. The delay of the report can be done up to 72 hours maximum from the date of filling out the form.2. Attention that in accordance with the provisions of the law, the reporting date must be simultaneous with the report in the foreign exchange.

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 28/05/2018it was decided on convening of meeting annual meeting _________ ,that will be held on the day Tuesday on the date : 24/07/2018 time: 15:00

at address: 13 Gad Feinstein St. Park Rehovot, Rehovot 7612002 ISRAEL

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1105055Security name ����'�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 19/06/2018

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Re-election of Ms. Sarit Firon to serve as a director of the Company to hold office until the close of the next annual general meeting.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

21(b)The item/decision and its particulars:Re-election of Mr. Martin S. Gerstel to serve as a director of the Company to hold office until the close of the next annual general meeting.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

31(c)The item/decision and its particulars:Re-election of Mr. Ziv Kop to serve as a director of the Company to hold office until the close of the next annual general meeting.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

41(d)The item/decision and its particulars:Re-election of Dr. Adina Makover to serve as a director of the Company to hold office until the close of the next annual general meeting.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

51(e)The item/decision and its particulars:Re-election of Mr. Leon Y. Recanati to serve as a director of the Company to hold office until the close of the next annual general meeting.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

62The item/decision and its particulars:To approve an amendment to the compensation policy for the directors and other office holders of our Company.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesAre you a �controlling shareholder� OR do you have a �personal interest� in the approval of Proposal 2?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

73The item/decision and its particulars:Approval of the objectives related to, and target amount and potential payment in 2019 of, a cash bonus to the Company�s President & Chief Executive Officer, Mr. Ofer Haviv, subject to his achievement during 2018 of those objectives, in accordance with the Company�s 2018 annual bonus plan as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesAre you a �controlling shareholder� OR do you have a �personal interest� in the approval of Proposal 3?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

84The item/decision and its particulars:Approval of grant of options to purchase 225,000 ordinary shares to Mr. Ofer Haviv, our President and Chief Executive Officer, at an exercise price of NIS 18.71 per ordinary share (or US$5.22, based on the NIS/US$ exchange rate as of June 13, 2018, the last day prior to the date hereof).

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesAre you a �controlling shareholder� OR do you have a �personal interest� in the approval of Proposal 4?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

95The item/decision and its particulars:Approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company�s independent registered public accounting firm for the year ending December 31, 2018 and until the Company�s next annual general meeting of shareholders, and the authorization of the Company�s Board of Directors or the audit committee thereof to fix such accounting firm�s annual compensation.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

Attachment of report of convening meeting: Evogene_2018_AGM_proxy_material_isa.pdf

4. AttachedYes wording of the voting letterNo position notificationProxy_card_-_2018-06-13_clean_isa.pdf

No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda abovehttp://www.evogene.com/investor-relations/

6. Link to the Voting System site: Voting System

Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
- - -
Stock Exchange/Market: -1 Date of revision of form structure: 01/05/2018
Address: Gad Feinstein St 13, P.O.B 2100 , Rehovot 76121   , Tel: 08-9311900 , Fax: 08-9466724
E-mail address: [email protected]   Company site: www.evogene.com
Previous names of reporting entity:
Name of the Signatory: Bartov Pinto Amitai Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company:
Address: Gad Feinstein 13 , Rehovot 7612002 Telephone: 08-9311962 Facsimile: 08-9466724 E-mail: [email protected] 1

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