CONTENTS

 

Notice, Proxy Statement and Proxy Card for Annual General Meeting of Shareholders

 

 Evogene Ltd. (“Evogene”) hereby publishes a notice of an annual general meeting of shareholders (the “Meeting”), which is scheduled to take place at 3:00 p.m. (Israel time) on Monday, August 11, 2025, at Evogene’s offices at 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel.

 

  Shareholders of record at the close of business on Monday, June 23, 2025, are entitled to vote at the Meeting.

 

 Attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is the Notice of Annual General Meeting of Shareholders, which contains information concerning the agenda for the Meeting, the required majority for approval of each proposal at the Meeting, the voting procedure and additional general matters related to the Meeting.

 

 Attached as Exhibit 99.2 to this Form 6-K is the Proxy Statement for the Meeting, which describes in greater detail the proposals to be presented at the Meeting, including background information related to the proposals, additional logistical information concerning the required vote and means of voting on the proposals, and general information concerning Evogene’s board of directors and corporate governance.

 

 Attached as Exhibit 99.3 to this Form 6-K is the form of proxy card being distributed by Evogene to its shareholders of record as of the record date for the Meeting, which serves as the primary means for those shareholders to cast their votes on the proposals to be presented at the Meeting.

 

 The contents of Exhibits 99.1, 99.2 and 99.3 to this Form 6-K are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission (“SEC”) File No. 333-277565), and Form S-8 (SEC File Nos. 333-193788, 333-201443, 333-203856, 333-286197 and 333-259215) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.