Exhibit 99.3
EVOGENE LTD.
PROXY FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 6, 2024
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Nitsan Deutsch and Guy Kofman, 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, 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 business on Friday, May 3, 2024 at the 2024 Annual General Meeting of Shareholders, as it may be adjourned from time to time (the “Meeting”) to be held at the executive offices of the Company, 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel, on Thursday, June 6, 2024 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 2024 Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting (the “Proxy Statement”).
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, 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.
Any and all proxies heretofore given by the undersigned are hereby revoked.
IF YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTERESRT IN THE APPROVAL OF PROPOSALS 3 AND / OR 4, PLEASE NOTIFY NITSAN DEUTSCH, THE COMPANY’S LEGAL COUNSEL, AT C/O EVOGENE LTD., 13 GAD FEINSTEIN STREET, PARK REHOVOT, REHOVOT 7638517, ISRAEL, TELEPHONE: +972 050 3450040 OR EMAIL (NITSAN.DEUTSCH@EVOGENE.COM). PLEASE SEE PROXY STATMENT FOR A FURTHER EXPLANATION AS TO WHO IS CONSIDERED A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTERESRT IN THE VOTE.
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
EVOGENE LTD.
JUNE 6, 2024
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.↓
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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 ☒
| | | FOR | AGAINST | ABSTAIN |
1.
| 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 | ☐ | ☐ | ☐ |
| | (b) Dr. Adrian Percy | ☐ | ☐ | ☐ |
| | (c) Mr. Leon Y. Recanati | ☐ | ☐ | ☐ |
| | (d) Prof. Oded Shoseyov | ☐ | ☐ | ☐ |
| | (e) Mr. Dan Falk | ☐ | ☐ | ☐ |
| | (f) Mr. Nir Nimrodi | ☐ | ☐ | ☐ |
| 2. | 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 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. | ☐ | ☐ | ☐ |
| 3. | Adoption of a new compensation policy for the Company’s office holders (as defined under the Israeli Companies Law, 5759-1999, or the Companies Law). | ☐ | ☐ | ☐ |
| 3A. | Are you a controlling shareholder or do you have a personal interest in the approval of Proposal 3? (Please note: If you do not mark either ‘FOR’ or ‘AGAINST’, or otherwise contact the Company, we will assume that you are not a controlling shareholder and do not have a personal interest in the approval of Proposal 3). | ☐ | ☐ | ☐ |
| 4. | Approval of the grant of options to purchase 500,000 of the Company’s Ordinary Shares to the Company’s President and Chief Executive Officer, Mr. Ofer Haviv. | ☐ | ☐ | ☐ |
| 4A. | Are you a controlling shareholder or do you have a personal interest in the approval of Proposal 4? (Please note: If you do not mark either ‘FOR’ or ‘AGAINST’, or otherwise contact the Company, we will assume that you are not a controlling shareholder and do not have a personal interest in the approval of Proposal 4). | ☐ | ☐ | ☐ |
| 5. | 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, 2024 and until the Company’s next annual general meeting of shareholders, and the authorization of the Board of Directors of the Company 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. |
