|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
1. Re-election or initial election (as applicable) to Evogene’s board of directors (the “Board”), to serve as directors of Evogene until
Evogene’s next annual general meeting of shareholders and until the due election and qualification of their respective successors, or until their earlier resignation, replacement or removal, of EITHER:
|
|||
|
(a) the Evogene Slate, consisting of the following seven individuals nominated by the Board, each of whom (other than Dr. Yael Margolin and Mr.
Yoshinori Oikawa) currently serves on the Board— (a) Mr. Nir Nimrodi, (b) Dr. Adrian Percy, (c) Mr. Leon Y. Recanati, (d) Mr. Dan Falk, (e) Dr. Yael Margolin, (f) Mr. Yoshinori Oikawa, and (g) Mr. Ofer Haviv, the Company’s CEO and
President; OR
|
☐ | ☐ | |
|
(b) the Pure Capital Slate, consisting of the following four individuals nominated by
L.I.A Pure Capital Ltd. and Invest-Pro Shukai Hon Ltd., two of the Company’s shareholders: (a) Mr. Itay Maroz, (b) Mr. Shahar Zadok, (c) Mr. Oz Adler, and (d) Dr. Adi Zuluf-Shani.
|
☐ | ||
|
IMPORTANT INSTRUCTION FOR PROPOSAL 1: PLEASE CHECK ONLY ONE BOX ON PROPOSAL 1— EITHER “FOR” THE EVOGENE
SLATE (AS RECOMMENDED BY THE BOARD) OR “FOR” THE PURE CAPITAL SLATE. You may, in the alternative, abstain from voting on Proposal 1, in which case you should check the box “Abstain”. There is no possibility of voting against
either slate on Proposal 1. The slate receiving a majority of the votes “FOR” (disregarding abstentions) will be deemed elected. Voting for both Slates will be deemed as vote to “ABSTAIN”.
|
|||
|
2. Approval of an amendment to the Company’s amended and restated articles of association, (the “Articles”), to increase the authorized
share capital of the Company by NIS 24,000,000 (i.e., by 120,000,000 ordinary shares of NIS 0.2 par value each) such that the total authorized share capital of the Company will be NIS 30,000,000, divided into 150,000,000 ordinary shares of
NIS 0.2 par value per share.
|
☐ | ☐ | ☐ |
|
3. Approval of a framework for a reverse share split of the Company’s ordinary shares at a ratio in a range between 1-for-2 and 1-for-15 (inclusive), to be effected at the
discretion of, and at such ratio and on such date as shall be determined by, the Board, within 18 months of the Meeting, and to amend the Company’s Articles accordingly.
|
☐ | ☐ |
☐ |
|
4. 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, 2026 and the additional period until the Company’s next annual general meeting of shareholders, and authorization of the Board or the audit committee thereof to fix such accounting
firm’s annual compensation.
|
☐ | ☐ |
☐ |
|
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.
☐
|
|
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.
|