Proxy Solicitation & Information Statement • May 5, 2023
Proxy Solicitation & Information Statement
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The undersiged hereby consitition Deutsch and Guy Kofman, and each of them, the tree and lawful attomeys, agents and proxies of the undersigned, with fill pover of substitution to each of them, to represent and to vote undersiged, all of the Ordinary Shares, par value 0.02 New Israeli Shekels, of Evogene Ltd. (the "Company") held of record in the name of the undersigned at the close of bail 4, 2023 at the 2023 Annual General Meeting of Shareholders, as it may be adjourned from time to time the "Mecting") be held at the executive of the Company, 13 Gall Fensiter, Park Rehova, Rehovot, May 4, 2022 al 3:00 p.m. (Swel time), and at any and all adjournants or postpostents thereof, on the following matters, which clescribed in the Noice of 2023 Amual General Meeting of Statement of the Company elating to the Meeting (the "Proxy Statement").
This proxy, when properly esecuted, will be namer directed herein by the undersiged. If to direction is made with respect to any proposal, this proxy will be wited POR each such propsal and in such manner as the proxy may deternine with respect to any other business as may propedy come before the Mediago or all and any adjournearts or postponements thereof.
Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
↓Please detach along perforated line and mail in envelope. ↓
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| Re-election of each of the below-listed directors, until the Company's next annual general meeting of shareholders and until his or her successor is duly elected and qualified: |
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| (a) Ms. Sarit Firon | L | 0 | |
| (b) Dr. Adrian Percy | 0 | ■ | □ |
| (c) Mr. Leon Y. Recanati | L | 0 | 0 |
| (d) Prof. Oded Shoseyov | 0 | 0 | |
| (e) Mr. Dan Falk | D | 0 | |
| (f) Mr. Nir Nimrodi | L | L | L |
| To approve a reverse share split of the Company's ordinary shares in the range of 2:1 up to 20:1, to be effected at the 2. discretion of, and at such ratio and in such date as shall be determined by, the Board of Directors of the Company, within 12 months of the Meeting; and to amend the Company's Articles of Association accordingly. |
0 | 0 | 0 |
| 3. 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, 2023 and until the Company's next annual general meeting of shareholders, and the Board of Directors of the Company or the audit committee thereof to fix such accounting firm's annual compensation. |
0 | L | |
| To change the address on your account, please check the box below and indicate your new address in the space provided below. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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| 0 | |||
| Signature of shareholder Signature of shareholder Date |
Date |
Note: Please sign as your name or nams appear on this Proxy. When should sign. When signing as exector, administrator, attorney, attorney, attorney, attorney, attorney, guardian, please give fill title as such. If the signer is a corporate name by a duly authorized officer, giving fill title as such. If the signer is a partnership, please sign in partnership name by authorized person.
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