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Evogene Ltd. Proxy Solicitation & Information Statement 2023

May 4, 2023

6785_rns_2023-05-04_57a2ed9c-2172-4d56-9d4f-f497dbb7324c.pdf

Proxy Solicitation & Information Statement

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EVOGENE LTD.

PROXY FOR THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

EVOGENE LTD.

May 4, 2023

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

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:
(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.
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.