Evogene Ltd.

Proxy Solicitation & Information Statement • Jun 8, 2017

EVOGENE LTD.

PROXY FOR THE 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 18, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Alex Taskar, Sassi Masliah and Amitai Bartov, and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the Ordinary Shares of Evogene Ltd. (the "Company") held of record in the name of the undersigned at the close of business on June 15, 2017 at the 2017 Annual General Meeting of Shareholders (the "Meeting") to be held at the executive offices of the Company, 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel, on Tuesday, July 18, 2017 at 3:00 p.m. (Israel time), and at any and all adjournments or postponements thereof, on the following matters, which are more fully described in the Notice of 2017 Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any proposal (other than Proposal 3), this proxy will be voted FOR each such proposal and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof. If no direction is made with respect to Proposal 3, the undersigned will be deemed to have not participated in the voting on such proposal.

IMPORTANT NOTE: The vote under this proxy will not be counted towards the majority required for the approval of Proposal 3 unless the undersigned either (i) confirms that he, she or it is not a controlling shareholder and does not have a conflict in the approval of Proposal 3 by completing the box for Item 3A on the reverse side, or (ii) contacts the Company, in accordance with instructions in the proxy statement for the Meeting, to vote on Proposal 3 via a separate proxy card which is designed for a shareholder who is a controlling shareholder or has such a conflict.

Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

EVOGENE LTD.

July 18, 2017

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

↓Please detach along perforated line and mail in envelope.↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS LISTED BELOW. PLEASE SEE THE INSTRUCTIONS BELOW REGARDING ITEM 3A RELATING TO PROPOSAL 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

			FOR		AGAINST ABSTAIN
Important Instructions for Item 3A relating to Proposal 3: PLEASE BE CERTAIN TO FILL IN THE BOX FOR ITEM 3A OPPOSITE TO CONFIRM THAT YOU DO NOT HAVE A CONFLICT IN THE APPROVAL OF	1.	Reelection of each of the following directors for a one-year term that expires at the next annual general meeting of shareholders of the Company, upon the election and due qualification of his or her successor:
PROPOSAL 3.		(a) Mr. Martin S. Gerstel	☐	☐	☐
Under the Companies Law, you cannot be counted towards the majority required for Proposal 3 unless you provide either (i) the foregoing important confirmation or (ii) a confirmation that you are a controlling shareholder or actually do have a conflict in the approval of Proposal 3, as described below.		(b) Ms. Sarit Firon	☐	☐	☐
		(c) Mr. Ziv Kop	☐	☐	☐
		(d) Dr. Adina Makover	☐	☐	☐
If you are a controlling shareholder or have a conflict in the approval of Proposal 3, you may vote on that proposal by contacting the Company's Corporate Secretary (telephone: +972-8-9311971 or fax: +972-8-9466724), who will provide you with a proxy card that is designed for you (and in that case, you should not vote under this proxy card with respect to Proposal 3 and should not fill in the box for Item 3A). If you hold your shares via a broker or other nominee, please contact him, her or it, who should contact the Company as described above.		(e) Dr. Kinneret Livnat Savitsky	☐	☐	☐
		(f) Mr. Leon Y. Recanati	☐	☐	☐
	2.	Approval of annual grants (commencing in September 2017) of options to purchase 2,500 of our ordinary shares, par value NIS 0.02 per share, to Dr. Kinneret Livnat Savitsky (subject to her re-election to our Board of Directors pursuant to Proposal 1), in accordance with the grant mechanism described in our compensation policy for directors and other office holders and subject to the terms thereof (including continued service by Dr. Livnat Savitsky on the Company's Board of Directors).	☐	☐	☐
	3.	Approval of the objectives related to, and target amount and potential payment in 2018 of, a cash bonus to the Company's President & Chief Executive Officer, Mr. Ofer Haviv, subject to his achievement during 2017 of those objectives, in accordance with the Company's 2017 annual bonus plan as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).	☐	☐	☐
		3A. The undersigned hereby confirms that he, she or it is not a "controlling shareholder" (under the Israeli Companies Law, as described in the Proxy Statement for the Meeting) and does not have a conflict (referred to as a "personal interest" under the Israeli Companies Law, as described in the Proxy Statement for the Meeting) in the approval of Proposal 3.	☐
	4.	Re-appointment of Kost, Forer, Gabbay & Kasierer as the Company's independent, external auditors for the year ending December 31, 2017.	☐	☐	☐
To change the address on your account, please check the box at the ☐ right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of shareholder Date Signature of shareholder Date

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.