convening of meeting false

C460	אבוגן בע"מ		2
Public	EVOGENE LTD
	10185	Corporation no: 512838723
	Stock Exchange/Market: -1
	2369
	670	Gad Feinstein St 13, P.O.B 2100 , Rehovot 76121 , ,
	Tel: 08-9311900 , Fax: 08-9466724
	E.mail address: ofer.haviv@evogene.com	Reported via MAGNA: 17/07/2016
		Time of broadcast: 11:09 08:27:59
	Company site: www.evogene.com	Reference: 2016-02-083281

Israel Securities Authority		Tel Aviv Stock Exchange
www.isa.gov.il		www.tase.co.il

Amended report for distorted report sent on date : 15/06/2016 , Whose reference number was: 2016-02-050841

The distortion: Technical amendment in the form

The distortion cause: Technical

The main amendment: Dividing item 1 on the agenda into separated sub-items for voting purpose

2016-02-050841

Immediate Report of Meeting

Whether to enable voting via the Voting System Yes

Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is 2016-02-050841 which was called for the date 20/07/2016

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 18/05/2016

it was decided on convening of meeting annual meeting _________ ,

that will be held on the day Wednesday on the date : 20/07/2016 time: 15:00

at address: 13 Gad Feinstein st., Rehovot, Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meeting

Security number 1105055

Security name אבוג'ן

Security type Share

Explanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending report

The determining date for entitlement to participate and vote in the meeting: 20/06/2016

3. On the Agenda - Items/Decisions to be raised at the meeting

1

1(a)

The item/decision and its particulars:

The re-election of Mr. Martin S. Gerstel to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until his respective successor is elected and duly qualified.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

2

1(b)

The item/decision and its particulars:

The re-election of Mr. Ziv Kop to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until his respective successor is elected and duly qualified..

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

3

1(c)

The item/decision and its particulars:

The re-election of Dr. Adina Makover to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until her respective successor is elected and duly qualified.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

4

1(d)

The item/decision and its particulars:

The re-election of Mr. Leon Y. Recanati and to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until his respective successor is elected and duly qualified.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

5

1(e)

The item/decision and its particulars:

The re-election of Dr. Kinneret Livnat Savitsky to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until her respective successor is elected and duly qualified.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

6

2

The item/decision and its particulars:

The ratification and 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, 2016 and until the Company’s next annual general meeting of shareholders, and the authorization of the Company’s Board of Directors and/or the audit committee thereof to fix such accounting firm’s annual compensation.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

7

3

The item/decision and its particulars:

Approval of the payment of a cash bonus to the Company’s President & Chief Executive Officer in respect of 2015 in an amount of $89,310 as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).

Does this require disclosure of any ties or other features of the voting security holder? Yes

personal interest

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

8

4

The item/decision and its particulars:

Approval of the objectives, target bonus amount, and potential payment, of a cash bonus to the Company's President & Chief Executive Officer in respect of 2016 in accordance with the Company’s 2016 annual bonus plan as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).

Does this require disclosure of any ties or other features of the voting security holder? Yes

personal interest

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

9

5

The item/decision and its particulars:

In addition, members of the Company’s management will be available to review and discuss the Company’s financial statements for the year ended December 31, 2015.

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Reporting

Majority required _________ _________

Attachment of report of convening meeting: _________

4. Attached

No wording of the voting letter

No position notification

_________

No declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

_________

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above

http://investors.evogene.com/sec-filings.aspx

6. Link to the Voting System site: Voting System

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):

2016-02-050841     2016-02-053295    

Previous names of reporting entity:

Date of revision of form structure: 29/06/2016

Name of the Signatory: : Shalem Merav , Position of Signatory in the reporting corporation: Attorney/Legal Counsel , Name of Employer Company: .

Gad Feinstein St. 13 Rehovot 7612002 Telephone: 08-9311900 , Facsimile: 08-9466724 , E-mail: meravs@evogene.com 1