SCHEDULE: Evogene Ltd. Shareholder Dispute Escalates

Shareholder group reiterates demand for special meeting and board refreshment, rejecting company's settlement proposals.

Summary

• A group of shareholders, including L.I.A. Pure Capital Ltd., Kfir Silberman, Invest Pro Shukai Hon Ltd., and Ron Yair Peled, have sent an email to Evogene Ltd. on July 26, 2026, reiterating their demand for a special general meeting of shareholders.
• They are pushing for a comprehensive refreshment of the Board of Directors through this meeting, to be determined by shareholders.
• The group rejected settlement proposals from the company, including the offer of a single representative seat on the board subject to due diligence and standstill arrangements.
• They insist on the statutory obligation of the Board to call the special meeting immediately, no later than July 31, 2026, and to convene it no later than September 4, 2026.
• Failure to comply will result in the group reserving the right to exercise all available remedies, including those under Sections 64 and 65 of the Companies Law, with potential personal liability for directors.
• The group also requested drafts of meeting and proxy materials by July 28, 2026, for review.
• They demand the company preserve the status quo and refrain from any actions outside the ordinary course of business until the special meeting is held and a refreshed board assumes office.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to the escalating dispute, rejection of settlement offers, and potential for legal action and director liability.

Positives

• The shareholder group remains open to constructive dialogue and prepared to engage without delay if the company is genuinely committed to a mutual resolution.
• The group is seeking to ensure shareholder rights are exercised through a transparent process of board refreshment.
• The group has acquired an additional 80,000 ADSs on July 20, 2026, increasing their stake and demonstrating continued investment.

Negatives

• The company's response and proposed settlement terms are viewed as insufficient and an attempt to complicate a straightforward process.
• The company's delayed follow-up to the demand letter is seen as inconsistent with the urgency of the matter.
• The group rejected the company's offer of a single representative seat on the board and any standstill arrangements.
• There is a risk of legal action and financial repercussions for directors if the board fails to call the special meeting by the statutory deadline.

Risks

• Potential for protracted legal battles and shareholder activism if the board does not comply with the demand for a special meeting.
• The company's directors could face personal liability and be required to reimburse the company for expenses if they fail to meet their statutory obligations.
• Actions taken by the current board outside the ordinary course of business could be challenged as tainted by a conflict of interest.
• The ongoing dispute may distract management and impact the company's operational focus and strategic execution.

Future Outlook

The immediate future outlook depends on Evogene Ltd.'s response to the reiterated demand for a special meeting by July 31, 2026. Failure to comply will likely lead to further escalation of legal and shareholder actions. The group expects to review and comment on meeting materials by July 28, 2026.

Management Comments

• Your insistence that we furnish a business plan, strategic objectives, and value-creation initiatives as a precondition to the Boards consideration of an action it is already obligated to perform under applicable law is, with respect, untenable, and serves only to introduce unnecessary complication into an otherwise straightforward process.
• Nor does your offer to consider a single representative of our group as part of the Boards own appointment process, subject to due diligence and to mutually agreed standstill arrangements, constitute a substitute for the relief we have demanded.
• The Demand Letter calls for a comprehensive refreshment of the Board through the Special Meeting, to be determined by the shareholders. We will not accept a single, discretionary seat in lieu of that process, nor will we agree to any standstill or similar arrangement that would restrict, delay, or otherwise prejudice the exercise of our rights, including our right to convene the Special Meeting.
• Any such discussions must proceed in parallel with, and without prejudice to, the Boards statutory obligation to convene the Special Meeting, and we will not permit them to be used as a means of delaying it.
• To remove any doubt, our demand that the Board convene the Special Meeting is unequivocal and non-negotiable.
• Should the Board fail to do so, we reserve the right to exercise every remedy available to us, including the rights afforded under Sections 64 and 65 of the Companies Law.
• We further remind the Board that, in such event, all expenses associated with convening the Special Meeting shall be borne by the Company, and the directors personally responsible for any such failure shall be required to reimburse the Company for those costs.
• Finally, we reiterate our demand, as set out in the Demand Letter, that the Company preserve the status quo during the interim period and refrain from taking any action or transaction outside the ordinary course of business until such time as the Special Meeting is held and the refreshed Board assumes office.

Industry Context

StockSavvy.ai notes that this filing reflects a common scenario in corporate governance where activist shareholders challenge existing board composition and demand greater accountability. The emphasis on statutory obligations and the threat of legal remedies are typical tactics in such disputes.

Corporate Governance

Legal Proceedings

• The reporting persons reserve the right to exercise every remedy available to them, including rights under Sections 64 and 65 of the Companies Law, should the Board fail to call the Special Meeting by the statutory deadline.
• Directors personally responsible for failure to call the Special Meeting may be required to reimburse the Company for associated costs.

Stakeholder Impact

• Shareholders: Potential for increased influence on corporate governance and board composition, but also risk of prolonged dispute and uncertainty.
• Directors: Face potential personal liability and financial responsibility if statutory obligations regarding the Special Meeting are not met.
• Company: Risk of operational disruption, distraction from core business, and potential costs associated with legal proceedings and meeting expenses.

Next Steps

• Evogene Ltd. must confirm by return email that the Board will call the Special Meeting by July 31, 2026, and provide meeting materials by July 28, 2026.
• The reporting persons will proceed with expedited discussions upon receiving confirmation.
• The Board is obligated to call the Special Meeting no later than July 31, 2026, and convene it no later than September 4, 2026.
• If the Board fails to act, the reporting persons will exercise available remedies, potentially including legal action and director reimbursement claims.
• The company must preserve the status quo and refrain from actions outside the ordinary course of business until the Special Meeting is held.

Key Dates

Recommendation

The situation involves an ongoing dispute between significant shareholders and the company's board. While the shareholders are actively pushing for change and have increased their stake, the outcome remains uncertain. A 'hold' recommendation is appropriate pending further developments, such as the board's response to the meeting demand and potential resolution or escalation of the conflict.

Keywords

Evogene Ltd., Schedule 13D, Special Meeting, Board of Directors, Shareholder Activism, Corporate Governance, Demand Letter, American Depositary Shares