Chat with Filing

Ask questions about this document
Please log in or register to use the chat feature. Please register first.
RNS - NOTIC OF ANNUALGENERAL MEETING OF SHAREHOLDERS- to be held on September 4, 2025

Company: ICL Group Ltd. Date: 2025-07-17 Language: English Register to download
Loading document preview...
Document Preview Not Available

The file type (.pdf) cannot be displayed directly here.
Open Original File
Error loading document preview. Please try the 'Open Original File' link.
You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:
Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon
![](_page_0_Picture_0.jpeg)

![](_page_0_Picture_2.jpeg)

.Ltd s'Group ICL

# ANNUAL 2025 OF NOTICE OF MEETING GENERAL SHAREHOLDERS

future sustainable a for Impact

2025 17, July

# ,SHAREHOLDER DEAR

 on held be to Meeting General Annual 2025) ICL (s'.Ltd Group ICL attend to invited cordially are You items as well as ,meeting the of notice The .)time Israel (.m.a 10:00 at 2025, 4, September ,Thursday .document this in included are ,instructions voting and business of

 on as well as 2024, in performance s'ICL on update an provide to opportunity this take to like would I .developments recent more address to and ,year the during Israel in situation the

 successfully we 2024, during Israel in situation security the to related challenges ongoing Despite we 2025, July of As .year the throughout disruptions related-war of impact the minimize to managed .employees our of being-well and safety the ,all above ,and continuity operational on focused remain

 businesses driven-specialties our with ,billion \$1.5 of) 1(EBITDA adjusted delivered we 2024, For across share market increasing on focus to continued we as ,amount that of 70% contributing growing to committed remain We .Solutions Growing and Solutions Phosphate ,Products Industrial .businesses three these for position leadership our

 despite ,momentum overall our maintained and 2024 for billion \$6.8 of sales reported we ,total In which ,generation cash strong on focus to continued We .headwinds pricing potash persistent .year full the for dollars million \$758 of) 1(flow cash free in resulted

 year the up wrapped and) 1(share per earnings diluted adjusted of \$0.38 delivered we 2024, For we – year challenging a in even – again once and 3.8%, was 2024 for yield dividend leadingindustry Our .shareholders our to income net adjusted of 50% to up out pay to policy standinglong our with accordance in ,distributions dividend in dollars million \$242 of total a delivering by .peers our of ahead return total a delivered

 accelerated and relationships strategic expanded we as 2024, in wins significant several had We also We .businesses driven-specialties our of all across products new ,innovative of launch the .savings cost targeted for plans efficiency our on delivered successfully

 .strategy overall our in shift a been not has there ,ICL at leadership in change a been has there While from ICL differentiate to help which ,businesses specialty our in growth drive to continue will We ,volumes sales potash our maximize to continue also will We .peers based-commodity more our .past the in done have we as – possible when – prices highest the with markets the prioritizing by in – products new develop to continue will we and ,growth future s'ICL to central remains Innovation will growth organic-non Our .clients new to solutions provide to and clients existing with partnership .activity A&M complimentary and acquisitions transformational by supported be to continue

 our to look to us enables which ,workforce global truly our from benefit to continue also will We the find to together work always will We .insights their for regions different in coworkers trusted .challenge the what matter no – another one support to and customers our for solutions right

.support and trust continued your for you Thank

![](_page_1_Picture_12.jpeg)

,yours Sincerely **Aharonson Elad President and CEO**

 the in described are measures IFRS to reconciliation and measures financials IFRS-Non) 1( A Appendix and Meeting General Annual 2025 ICL the for statement proxy accompanying .thereto

# BUSINESS OF ITEMS

 proxy accompanying the in described fully more as ,covered be will business of items following The :statement

- Lior ,Aminoach Reem ,Kabla Sagi ,Paz Avisar ,Kaufman Aviad ,Doppelt Yoav of election-Re 1. as serve to Shlomo Shalom and Silverberg Michal ,Lesin Gadi ,Armon Ozer Tzipi ,Reitblatt of meeting general annual next the until ,Meeting the of date the of as effective ,directors ;removal or resignation earlier their of any until or Company the of shareholders
- s'Company the as ,International KPMG of Firm Member a ,Chaikin Somekh of Reappointment 2. and; Company the of shareholders of meeting general annual next the until auditor independent
- 2024. 31, December ended year the for statements financial audited our discuss and Present 3.

# VOTE AND NOTICE RECEIVE TO ELIGIBLE IS WHO

 2025 24, July on business of close the of as Shares Ordinary our of record of holder a are you If ,at proxy by or person in vote to and ,of notice receive to entitled are you ,")Date Record "the( Ordinary held you if applies also This .thereof postponement or adjournment any or Meeting the our of one is that") name street "in .,e.i (nominee other or ,broker ,bank a through Shares the in appeared which or ,Date Record the on business of close the at record of shareholders .date that on) Company Trust Depository the as such (depository securities a of listing participant on") TASE ("Exchange Stock Aviv Tel the of member a through Shares Ordinary our held you If any or Meeting the at vote to and Meeting the of notice to entitled also are you ,Date Record the .thereof postponement or adjournment

# MEETING OF NOTICE

 **the (.Ltd Group ICL of") Meeting "the (Shareholders Of Meeting General Annual 2025 The :held be will") Company"**

 and Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium ,Company the of offices the At [Z3ZjLWI2N00Zi2MzMtYWY0NDBkMDI\\_ameeting/19%3join-meetup/l/com.microsoft.teams](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) at Teams via virtually [2a-54060ba4-4677-98c2-02d%22802762a%22%3Tid%22b%7=context?2/0v.thread%40YjAx4RhNzJkMGE2WUtN](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) [d2692%22%7f6af2d-02e8bd7-f-46cf4b45515-e%2222a%22%3Oid%22c34204%22%2](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y)

**:When 2025 4, September ,Thursday** (time Israel (.m.a 10:00

![](_page_2_Picture_12.jpeg)

# VOTE YOU CAN HOW

 the and Meeting the about information important includes statement proxy accompanying The .vote your cast to remember and carefully it read Please .process voting

 proxy by or Meeting the at person in either vote can record of Shareholders **:holders Record** proxy a submit can you ,record of shareholder a are you If .)Meeting the attend you not or whether( later no ,promptly it returning and proxy of form enclosed the signing and ,dating ,completing by if required is postage No .provided envelope preaddressed the in ,Meeting the before hours 48 than proxy enclosed the on appears it as exactly name your sign should You .States United the in mailed ,trustee ,executor ,guardian a as ,example for (capacity representative a in signing are you If .card .capacity or title and name your indicate please ,)corporation a of officer or attorney ,custodian

 other or bank a by or account brokerage stock a in held are shares your If **:holders Beneficial** ,broker Your" .name street "in held shares of owner beneficial the considered are you ,nominee .voted shares your have to follow must you that instructions with you provide will nominee or ,bank a obtain first must you ,Meeting the at person in vote to wish and holder beneficial a are you If vote to right the you giving ,shares your holds that nominee or ,bank ,broker your from" proxy legal" .Meeting the at shares the

 may you ,TASE the of member a through shares your hold you If **:TASE the on Traded Shares** Hebrew completed your) mail registered via (mailing or delivering by or person in shares your vote Israel the of platform online the ,MAGNA via Company the by filed form the in (ballot written time the to prior hours four than less not Company the of offices the to")) ISA ("Authority Securities whether (TASE the of members through shares hold who Shareholders .Meeting the for scheduled an Company the to deliver must) ballot voting a through voting or person in Meeting the attending from Date Record the of as Shares Ordinary our of ownership their confirming certificate ownership Ownership of Proof (Regulations Companies Israeli the by required as ,member TASE applicable the TASE a via held shares ,Alternatively .amended as 2000, of) Meeting General at Voting for Shares of before hours six to up system voting electronic s'ISA the via electronically voted be may member the from voting electronic about instructions receive should Shareholders .Meeting the of time the .shares their hold they which through member TASE

# INFORMATION ADDITIONAL

 well as Statement Proxy the in resolutions proposed the of version full the review may Shareholders Commission Exchange and Securities .S.U the of website the via ,card proxy accompanying the as of website the or [il.gov.isa.magna.www](http://www.magna.isa.gov.il) at system filing electronic s'ISA the via or gov.sec.www at prior upon ,hours business regular during offices our at also and [,en/il.co.tase.www](https://www.tase.co.il/en) at TASE the ,(+972-3-6844400 :Tel; Israel ,Aviv Tel ,Floor. nd22 ,Street Aranha 23 ,Tower Millennium (coordination .Meeting the until

 Secretary Corporate & Officer Compliance Chief ,VP ,Landman Aya is representative s'Company Our .(+972-3-6844435 :Tel; Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium(

 **,Landman Aya ,Directors of Board the of Order By Secretary Corporate & Officer Compliance Chief ,VP .Adv**

**2025 17, July**

![](_page_3_Picture_11.jpeg)

# .LTD GROUP ICL 2025 STATEMENT PROXY SHAREHOLDERS OF MEETING GENERAL ANNUAL

 share per 1.00 NIS value par ,Shares Ordinary of holders the to furnished is Statement Proxy This connection in") our "or" us" ",we" ",ICL" ",Company "the (.Ltd Group ICL of ,")Shares Ordinary "the( ("Board "or" Directors of Board "the (Company the of Directors of Board the by solicitation the with any at or,")Meeting "the (Shareholders of Meeting General Annual 2025 the at use for proxies of Annual 2025 of Notice accompanying the to pursuant ,thereof adjournment or postponement at 2025, 4, September ,Thursday on held be will Meeting The .Shareholders of Meeting General ,Floor nd22 ,Street Aranha ,23MillenniumTower ,Company the of offices the at ,)time Israel(.m.a 10:00 [\\_ameeting/19%3join-meetup/l/com.microsoft.teams](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) :URL meeting (Teams Microsoft via and Israel ,Aviv Tel [%22%3Tid%22b%7=context?2/0v.thread%40YjAx4RhNzJkMGE2ZWUtN3ZjLWI2N00Zi2MzMtYWY0NDBkMDI](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) .([d2692%22%7f6af2d](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y)-02[e8bd7-f-46cf4b45515-e%2222a%22%3Oid%22c234204%22%2a-54060ba4-4677-98c2-02d%22802762a](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y)

 least at in logging recommend we ,Teams Microsoft via meeting the in participate to intend you If .starts Meeting the when in logged are you that ensure to Meeting the before minutes 15

# HARBOR SAFE AND DICLAIMER STATEMENTS LOOKING-FORWARD FOR

 United the of meaning the within statements looking-forward contain may statement proxy This .laws securities applicable other and 1995 of Act Reform Litigation Securities Private States ",predict" ",estimate" ",plan" ",intend" ",anticipate" ",expect" ",believe "as such words Whenever making is Company the ,used are expressions similar or" ,expansion" ",to up" ",target" ",strive" ,to limited not are but ,include may statements looking-forward Such .statements looking-forward our ,initiatives corporate ,outlooks financial ,objectives ,targets ,goals ,strategies discuss that those ,products new or existing ,expectations current ,outlook and targets financial ,business term-long such Because .matters historical -non other or ,efficiencies operating ,markets new or existing be could they ,expectations current our on based are and events future with deal statements Risk "the in discussed those including ,uncertainties and risks various to subject be or impacted December ended year the for F20- Form on Report Annual our in elsewhere and section" Factors the (2025 13, March on") SEC ("Commission Exchange and Securities .S.U the with filed 2024, 31, Authority Securities Israel the and SEC the with filings subsequent in and ,")Report Annual 2024" change to subject are objectives and goals ,targets financial and business ,strategies Our .")ISA(" could Company the of achievements or performance ,results actual ,Therefore .time to time from to due statements looking-forward such by implied or in described those from materially differ Information Key – 3 Item under discussed factors risk to limited not but ,including ,factors various date the of as only speak statements looking-Forward .Report Annual 2024 the in Factors Risk .D– any undertake not does Company the ,law by required otherwise as except ,and made are they publicly release to or developments future or information new of light in them update to obligation circumstances or events later reflect to order in goals or targets ,statements these to revisions any cautioned are viewers and listeners ,Readers .events unanticipated of occurrence the reflect to or .information such on reliance undue place not to and uncertainties and risks these consider to results or performance future of guarantee a as read be not should statements looking -Forward those from materially differ may results actual the and ,uncertainties and risks to subject are and .statements looking-forward the in implied or expressed

![](_page_4_Picture_6.jpeg)

# MEASURES FINANCIAL IFRS-NON

 with accordance in prepared not are that measures financial are statement proxy this in Included adjusted ,EBITDA adjusted ,EBITDA as such ,")IFRS ("Standards Reporting Financial International ,share per earnings adjusted diluted and shareholders s'Company the to attributable income net .IFRS with accordance in presented information financial the complement to designed were which strategies business s'Company the evaluate to measures IFRS-non these uses management Our investors to information useful provide measures IFRS-non these that believe We .performance and for provide and periods between results financial our of comparability the improve they because financial IFRS-non These .performance our evaluate to used measures key of transparency greater measures financial ,to superior not and ,to supplemental as only considered be should measures financial IFRS-non titled similarly calculate may companies Other .IFRS with accordance in provided proxy this of A Appendix and 9 page to refer Please .Company the than differently measures of reconciliation and measures financial IFRS-non such about information additional for statement comparable directly most the to statement proxy this in included measures financial IFRS-non the .IFRS with accordance in prepared measures financial

![](_page_5_Picture_3.jpeg)

![](_page_5_Picture_4.jpeg)

# PROXY ICL SUMMARY

 information certain highlights summary This the on voting before consider should you that .Meeting the at presented be to proposals the of all contain not does summary This you and ,consider should you that information our and Statement Proxy entire the read should .voting before carefully Report Annual 2024

# MEETING ANNUAL 2025 THE SHAREHOLDERS OF

2025 4, September **:DATE**

VIRTUAL Time Israel .m.a 10:00 **:TIME**

[MzMtYW0NDBkMDI\\_ameeting/19%3join-meetup/l/com.microsoft.teams](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) at **:MEETING** [%22Tid%22b%7=context?2/0v.thread%40YjAx4RhNzJkMGE2ZWUtN3ZjLWI2N00Zi2Y](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) [%222a%22%3Oid%22c234204%22%2a-54060ba4-4677-98c2-02d%22802762a%3](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y) [d2692%22%7f6af2d-02e8bd7-f-46cf4b45515-e2](https://teams.microsoft.com/l/meetup-join/19%3ameeting_NDBkMDI0MzMtYWY2Zi00N2ZjLWI3ZWUtN2RhNzJkMGE4Y)

2025 24, July **:DATE RECORD**

# INFORMATION FIND TO WHERE

[com.group-icl.www](http://www.icl-group.com) **:WEBSITE CORPORATE**

[com.group-icl.investors](https://investors.icl-group.com) **:WEBSITE INVESTOR**

[\\_doc/files/697440571/com.cdn4q205.s](https://s205.q4cdn.com/697440571/files/doc_financials/2024/ar/ICL-2024-20F-Report-FINAL.pdf) **:REPORT ANNUAL 2024** [pdf.FINAL-Report-F-2024-20ICL/ar/2024/financials](https://s205.q4cdn.com/697440571/files/doc_financials/2024/ar/ICL-2024-20F-Report-FINAL.pdf)

# OF BOARD AND MATTERS VOTING RECOMMENDATIONS DIRECTOR

#### **1 PROPOSAL**

 general annual next the until serve to directors ten of election-Re their of any until or Company the of shareholders of meeting removal or resignation earlier

#### **2 PROPOSAL**

 KPMG of Firm Member a ,Chaikin Somekh of Reappointment the until auditor independent s'Company the as ,International Company the of shareholders of meeting general annual next

| BOARD<br>RECOMMENDATION<br>FOR<br>each<br>director | .No PAGE<br>23 |
|----------------------------------------------------|----------------|
| BOARD<br>RECOMMENDATION<br>FOR                     | .No PAGE<br>24 |

![](_page_6_Picture_18.jpeg)

# EXECUTING OUR STRATEGY

 in growth driving on focused remain will ICL 2025, In of value the optimizing while ,businesses specialty our ,key remain will Innovation .resources commodity our in both – products new develop to continue will we and solutions provide to and clients existing with partnership A&M complementary targeting while – clients new to focus and discipline cost our maintain will We .opportunities our across leaders be to striving while ,solutions sustainable on .segments business

![](_page_7_Picture_3.jpeg)

 GROWTH ORGANIC-NON OUR OF EXPANSION CONTINUED and acquisitions transformational by supported activity A&M complimentary

![](_page_7_Figure_5.jpeg)

 ,D&R AND INNOVATION IN INVESTING .growth portfolio product specialty drive to

![](_page_7_Picture_7.jpeg)

 APPROACH DISCIPLINED AND CONSISTENT A TARGETING savings and ,value shareholder ,generation cash on focused .sheet balance strong a with combined ,efforts efficiency and

![](_page_7_Picture_9.jpeg)

# 2024 DURING DEVELOPMENTS BUSINESS

 **billion \$6.841 of sales** delivered and momentum overall our maintained we ,year the Throughout our ,However .headwinds pricing potash persistent despite ,**billion \$1.469 of EBITDA adjusted and** these for 8% up EBITDA annual drive helped businesses driven-specialties our on focus sustained our ,total In .Solutions Growing and Solutions Phosphate ,Products Industrial – segments three .EBITDA quarter fourth of 73% and EBITDA 2024 of 70% represented businesses specialties

**operating** in resulted which 2024, in generation cash strong on focus to continued we ,always As .million \$758 of flow cash free and **billion \$1.468 of flow cash**

 of total a **distributed and share per earnings diluted adjusted of \$0.38 delivered we 2024, In quarterly of 50% to up distribute to policy standing-long our of part as** ,dividends in million \$242 2024, in 3.8% was yield dividend leading-industry Our .**shareholders our to income net adjusted** .peers our of ahead return total a delivered we – year challenging very a in even – again once and

 accelerated and relationships strategic expanded we as 2024, in wins significant several had We also We .businesses driven-specialties our of all across products new ,innovative of launch the  **with 2024 concluded we** ,finally ,And .savings cost targeted for plans efficiency our on delivered .**million \$347 of EBITDA adjusted and billion \$1.601 of sales consolidated quarter-fourth**

| FINANCIAL<br>PERFORMANCE<br>2024                                                      |         |         |  |  |  |  |  |  |  |
|---------------------------------------------------------------------------------------|---------|---------|--|--|--|--|--|--|--|
| M\$US<br>Per .ex<br>share                                                             | 23'FY   | 24'FY   |  |  |  |  |  |  |  |
| Sales                                                                                 | \$7,536 | \$6,841 |  |  |  |  |  |  |  |
| Net<br>,income<br>attributable<br>the to<br>Company<br>s'<br>shareholders             | \$647   | \$407   |  |  |  |  |  |  |  |
| Adjusted<br>net<br>,income<br>attributable<br>the to<br>Company<br>s'<br>shareholders | \$715   | \$484   |  |  |  |  |  |  |  |
| Diluted<br>earnings<br>share per                                                      | \$0.50  | \$0.32  |  |  |  |  |  |  |  |
| Adjusted<br>diluted<br>earnings<br>share per                                          | \$0.55  | \$0.38  |  |  |  |  |  |  |  |
| Adjusted<br>EBITDA                                                                    | \$1,754 | \$1,469 |  |  |  |  |  |  |  |

| 2024<br>-NON<br>FINANCIAL<br>PERFORMANCE          |       |       |  |  |  |  |  |  |  |
|---------------------------------------------------|-------|-------|--|--|--|--|--|--|--|
| M\$US<br>Per .ex<br>share                         | 23'FY | 24'FY |  |  |  |  |  |  |  |
| GHG<br>Emissions                                  | 2,288 | 2,196 |  |  |  |  |  |  |  |
| Incident<br>Rate                                  | 0.70  | 0.59  |  |  |  |  |  |  |  |
| Percent<br>of<br>women<br>senior in<br>leadership | 25%   | 25%   |  |  |  |  |  |  |  |
| Social<br>investment                              | \$7.1 | \$8   |  |  |  |  |  |  |  |

![](_page_8_Picture_8.jpeg)

# HIGHLIGHTS GOVERNANCE CORPORATE

 its for foundation the as serve which ,governance corporate of standards high maintains ICL the doing – 'of principle guiding our to according operate We .conduct ethical and operations and compliance regulatory beyond goes approach This .'day every ,way right the in ,thing right integrated are behavior ethical and ,accountability transparency ,integrity way the in reflected is to designed procedures and structures governance established has ICL .practices business into Sustainability .creation value term-long support and stakeholders its of expectations the meet clear on emphasis an with ,processes making-decision into incorporated are considerations .reporting transparent and responsibilities

 practices Governance .business s'Company the overseeing for responsible is Directors of Board Our the of responsibilities and roles the outline that processes and policies defined by supported are .page this in presented are practices these of elements Key .management executive the and Board

#### DIVERSITY GENDER BOARD

 director the of all Assuming the at elected are nominees Directors of Board our ,Meeting 33% include to continue will .(12 of out 4 (representation female increasing to committed is ICL female of percentage the to Board our in representation 2028. of end the by 45%

#### INDEPENDENT & EXTERNAL DIRECTORS

 traded publicly Israeli an As the by required are we ,company the (1999 ,Law Companies Israeli have to ,")Law Companies Israeli" directors external two least at .directors of board our on serving be must directors external Such with unaffiliated and independent controlling its or Company the are directors External .shareholder of period a for ,law by ,elected to ,years consecutive three .independence their preserve & Audit our of members the All Compensation & HR and Accounting under independent are Committees the and Law Companies Israeli the .rules NYSE

#### DIRECTORS INDEPENDENT OF %

 director the of all Assuming at elected are nominees of 12 of out 9 ,Meeting the be will) 75% (directors our .rules NYSE the under independent

#### MEETING DIRECTOR 2024 IN ATTENDANCE

 of Board all at attendance 97% .meetings Directors & Audit all at attendance 100% .meetings Committee Accounting all at attendance 100% Committee Compensation & HR .meetings ,Climate all at attendance 95% Community & Sustainability .meetings Committee Relations Financing all at attendance 100% .meetings Committee

#### 6 INCLUDES BOARD THE HAVE WHO DIRECTORS NEW 2020. SINCE JOINED

#### OF BOARD ANNUAL EVALUATIONS DIRECTORS

 are evaluations-self Annual of Board our by conducted .Directors

#### DIRECTORS OF BOARD ELECTIONS

of meeting annual each At each ,ICL of shareholders external 'an not is who ,director is ,law Israeli under' director next the at expiring term yearone a for office hold to elected shareholders of meeting annual .ICL of

#### DIRECTORS NEW 'DIRECTORS & BOARDING -ON TRAININGS

tailored a has Company The program onboarding robust and to aimed ,directors new for key with directors new familiarize formalized is program The .topics consideration with tailored and ,backgrounds unique the to expected and experiences of responsibilities committee .director new each

#### & SUSTAINABILITY ,CLIMATE ENGAGEMENT COMMUNITY

 protecting to committed are We ,environment the ,employees our which in communities the and are actions Our .operate we ,Climate our by governed Community & Sustainability CSC "the (Committee Relations .("Committee by chaired ,Committee CSC Our seasoned a ,Haran Miriam .Dr ,expert environmental :s'ICL oversees ,sustainability ,climate) 1( and ,environment ,safety and risks management water related as well as ,opportunities ;programs and policies ,targets outreach community) 2( and relations public ,initiatives and ,advocacy inclusion and diversity) 3( .Company the within aspects

![](_page_9_Picture_21.jpeg)

# NOMINEES DIRECTOR

 the at director a as election for nominee each about information summary provides below table The .(Law Companies Israeli the of meaning the within (directors external two our as well as ,Meeting

| DIRECTOR<br>NOMINEE                                 | AGE | DIRECTOR<br>SINCE                                  | INDEPENDENT                              | COMMITTEE<br>MEMBERSHIP<br>(5) |    |        |          |     |
|-----------------------------------------------------|-----|----------------------------------------------------|------------------------------------------|--------------------------------|----|--------|----------|-----|
|                                                     |     |                                                    | THE UNDER<br>ISRAELI<br>COMPANIES<br>LAW | UNDER<br>NYSE THE<br>RULES     | &A | COMP A | CSC      | FIN |
| Yoav<br>Doppelt<br>(<br>Chairman<br>the of<br>Board | 56) | December<br>2018<br>Chairman<br>since<br>2019 July | (1)                                      |                                |    |        |          |     |
| Aviad<br>Kaufman                                    | 54  | March<br>2014                                      | (<br>) 1                                 |                                |    |        |          | º   |
| Avisar<br>Paz                                       | 68  | April<br>2001                                      | (<br>) 2                                 | V                              |    |        |          | º   |
| Lior<br>Reitblatt                                   | 67  | November<br>2017                                   | V                                        | V                              |    | º º    |          |     |
| Reem<br>Aminoach                                    | 63  | March<br>2017                                      | (<br>) 3                                 | V                              |    |        | (4)<br>º |     |
| Sagi<br>Kabla                                       | 48  | February<br>2016                                   | (<br>) 1                                 |                                |    |        | º        | ⬤   |
| Tzipi<br>Ozer<br>Armon                              | 59  | January<br>2020                                    | V                                        | V                              |    |        |          |     |
| Gadi<br>Lesin                                       | 58  | March<br>2021                                      | V                                        | V                              | º  |        | º        |     |
| Michal<br>Silverberg                                | 48  | July<br>2022                                       | (<br>) 3                                 | V                              |    |        |          |     |
| Shalom<br>Shlomo<br>47<br>January                   |     | 2024                                               | V                                        | V                              |    |        | (4)      |     |

#### (MEETING THE AT ELECTION FOR STANDING NOT (DIRECTORS EXTERNAL

| Dr<br>Miriam .<br>Haran | 75 | 2021 July       | V | V | º |   | ⬤ ⬤ |   |
|-------------------------|----|-----------------|---|---|---|---|-----|---|
| Dafna<br>Gruber         | 59 | January<br>2022 | V | V | ⬤ | º |     | º |

- rules NYSE and Law Companies Israeli the under directors independent considered not are Kabla Sagi and Kaufman Aviad ,Doppelt Yoav .Messrs .Company the in or shareholder controlling our with ,held previously or ,hold they positions the of virtue by **(1)**
- controlling our with held previously he positions the of virtue by Law Companies Israeli the under independent considered not is Paz .Mr .shareholder  **(2)**
- been not have but Law Companies Israeli the under director independent for qualifications all meet Silverberg Michal .Ms and Aminoach Reem .Mr .such as classified formally  **(3)**
- .Committee CSC the of member a as Aminoach Reem .Mr replaced Shlomo Shalom .Mr 2024, 10, November of As  **(4)**
- ,matters regulatory on focused committee new a establish to resolved Board the 2025, 18, May on held meeting Directors of Board the At .Aminoach Reem and ,Haran Miriam .Dr ,Armon-Ozer Tzipi ,)Chair (Shlomo Shalom :members four of composed **(5)**
	- **A&A** Committee Accounting & Audit
	- **CSC** Committee Relations Community & Sustainability ,Climate
	- ⬤ Chair Committee
	- **Comp** Committee Compensation & HR
	- **Fin** Committee Financing
	- º Member Committee

![](_page_10_Picture_17.jpeg)

# MATRIX SKILLS DIRECTORS OF BOARD

 improving and institutionalizing for guidelines adopted has Directors of Board s'Company The the ,things other among ,reflecting ,Directors of Board the of composition and structure the represents which ,Directors of Board its of composition diverse a maintain to ambition s'Company of range wide a encompasses and ,experience and skillsets expanding ,backgrounds diverse strong; organization complex a in experience managerial level-high as such ,expertise special strategy with experience; issues complex with dealing in experience and skills; experience global business and markets emerging with working ,businesses global managing in experience; setting ,governance corporate in experience; businesses volume-high in experience development .diversity gender and ,regulation and management risk ,expertise environmental and sustainability

 ,addition In .directors external of nomination for principles guiding include further guidelines The following the with directors of comprised Directors of Board a have to strives Company the and biodiversity ,environmental; expertise governance corporate; expertise industry :expertise .expertise safety and expertise operational and logistics; expertise climate

 such in expertise with directors ,Board its within integrate to strives Company the ,Accordingly .position director vacant a of replacement upon or appointments new with whether ,areas

 our in below detailed is Directors of Board our of composition the regarding information Further of areas and skills assessed-self' directors the reflects which ,matrix profile competency Board :expertise

|                                                                                                 | CHAIRMAN<br>DOPPELT<br>BOARD<br>EXECUTIVE<br>YOAV<br>THE<br>OF | KAUFMAN<br>AVIAD | PAZ<br>AVISAR | REITBLATT<br>LIOR | AMINOACH<br>REEM | KABLA<br>SAGI | ARMON<br>OZER<br>TZIPI | LESIN<br>GADI | HARAN<br>MIRIAM<br>DR | GRUBE<br>DAFNA | SILVERBERG<br>MICHAL | SHLOMO<br>SHALOM |
|-------------------------------------------------------------------------------------------------|----------------------------------------------------------------|------------------|---------------|-------------------|------------------|---------------|------------------------|---------------|-----------------------|----------------|----------------------|------------------|
| Leadership<br>experience<br>in<br>managing<br>companies<br>,<br>associations<br>and<br>networks |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| /Industry<br>Commercial<br>expert                                                               |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Other<br>economic<br>sectors                                                                    |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Finance<br>financial ,<br>reporting<br>and law ,<br>compliance                                  |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Sustainability<br>topics                                                                        |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Accounting<br>and<br>,auditing<br>sustainability<br>reporting<br>risk and<br>management         |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Innovation<br>research ,<br>&<br>development<br>and<br>technology                               |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Digitalization<br>IT ,<br>business ,<br>models<br>and<br>ups-start                              |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
| Human<br>resources<br>,<br>communications<br>and<br>media the                                   |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |
|                                                                                                 |                                                                |                  |               |                   |                  |               |                        |               |                       |                |                      |                  |

![](_page_11_Picture_7.jpeg)

# NOMINEE DIRECTOR HIGHLIGHTS COMPOSITION

 qualifications the considers Directors of Board The overall the and nominee director each of .Board the of composition

 a to and diversity Board to committed are We as well as experience brings that tenure of balance .deliberation Board to perspectives new

![](_page_12_Figure_4.jpeg)

rules NYSE under Independence\*

# COMPENSATION EXECUTIVE OVERVIEW

 direct total s'program compensation executive Our ,salary base traditional a includes compensation :as such items salary guaranteed additional with ,provisions related and social ,benefits social telephone of reimbursement and car Company ,financial to tied incentives term-short ,expenses .performance price share to linked incentives termlong and performance strategic and ,operational

# MIX PAY 2024

 composition the illustrate charts following The including 2024, for compensation direct total of and salary base (compensation fixed of mix the reflects data The .compensation incentive termlong and -short and ,)components guaranteed ,CEO & President former our of compensation the direct total average the as well as ,Zoller .Mr paid-highest five our for 2024 in compensation compensation by down broken ,officers executive .Report Annual 2024 our in disclosed as ,component

![](_page_12_Figure_10.jpeg)

![](_page_12_Figure_11.jpeg)

![](_page_12_Picture_12.jpeg)

# POLICIES AND PRACTICES COMPENSATION

 ,Holders Office for policy compensation a adopt to required are we ,company public Israeli an As current Our .years three every once ,Law Companies Israeli the in defined is term such as a creates and philosophy compensation executive our reflects which ,Policy Compensation was ,executives these for incentives and compensation for principles and rules of system coherent shareholders our and Directors of Board ,Committee Compensation & HR our by 2024 in approved .order that in ,)shareholders disinterested and controlling -non of (majority special a by

# ?DO WE WHAT

- .performance to tied and risk-at is compensation direct total targeted the of majority A
- compensation term-long and term-short between balance appropriate an maintain We and making decision term-long and -short between balance appropriate provide to .taking risk excessive discourage
- by approved ,policy compensation strict a by governed is compensation executive Our .years three every once majority special a by shareholders our
- of comprised ,committee independent an is Committee Compensation & HR Our .only directors independent
- reasonably to us requires") back claw ("Policy Recoupment Compensation Our in officers executive by received compensation based-incentive recover promptly ,addition In .statements financial s'Company the of restatements certain of event the variable to applicable is that provision back claw a includes Policy Compensation our .(Law Companies Israeli the in defined is term such as (Holders Office of compensation

# ?DO WE T'DON WHAT

- .taking risk excessive to contribute could that incentives uncapped award **not do We•**
- .plan equity our under options reprice **not do We•**
- .terminate to ability an without agreements employment executive into enter **not do We•** .cap time framed a within agreement the

![](_page_13_Picture_13.jpeg)

# OF TABLE CONTENTS

- INFORMATION VOTING | 1 SECTION 16
- VOTE CAN WHO 17
- SHARES ORDINARY OUTSTANDING 17
- ON VOTED BE TO MATTERS 17
- QUORUM 18
- PROPOSALS THE OF APPROVAL FOR REQUIRED VOTE 18
- VOTE CAN YOU HOW 19
- PROXY OF REVOCATION OR CHANGE 20
- PROXIES OF SOLICITATION 20
- INFORMATION ADDITIONAL 20
- INFORMATION OF DATE 20
- SHAREHOLDERS PRINCIPAL 1 2
- MEETING THE OF BUSINESS | 2 SECTION 22
- DIRECTORS OF ELECTION-RE 1 PROPOSAL 23
- AUDITOR OF APPOINTMENT-RE 5 PROPOSAL 24
- STATEMENTS FINANCIAL 25
- PROPOSALS SHAREHOLDERS 25
- BUSINESS OTHER 25
- GOVERNANCE CORPORATE | 3 SECTION 26
- EXECUTIVE MANAGEMENT RISK 27
- COMPENSATION EXECUTIVE 28
- COMPENSATION DIRECTORS 28
- DIRECTORS EXECUTIVE-NON 28
- FEES AND COMPENSATION CASH 28
- COMPENSATION DIRECTORS OF SUMMARY 2024 29
- COMPENSATION S'BOARD THE OF CHAIRMAN EXECUTIVE 30
- COMPENSATION MANAGEMENT SENIOR 33
- DIRECTORS OF BOARD | 4 SECTION 41
- BOARD OUR ABOUT INFORMATION KEY 42
- BIOGRAPHY DIRECTORS OF BOARD 43
- DIRECTORS EXTERNAL 47
- REVIEW EFFECTIVENESS BOARD 48
- TRAININGS' DIRECTORS & BOARDING-ON DIRECTOR NEW 48
- COMMITTEES BOARD 49
- 2024 IN ATTENDANCE MEETINGS' COMMITTEES AND BOARD 50
- MEASURES IFRS-NON OF RECONCILIATION A APPENDIX 2024 YEAR FULL 51

![](_page_14_Picture_38.jpeg)

# VOTING INFORMATION

![](_page_15_Picture_2.jpeg)

# VOTE CAN WHO

 adjournment any or Meeting the ,at proxy by or person in vote to and ,of notice to entitled are You of close the of as Shares Ordinary our of record of holder a are you if ,thereof postponement or and Meeting the of notice to entitled also are You .")Date Record ("2025 24, July on business Shares Ordinary held you if thereof postponement or adjournment any or Meeting the at vote to of close the at record of shareholders our of one is that nominee other or broker ,bank a through depository securities a of listing participant the in appeared which or ,Date Record the on business a through shares your held you if and ,date that on) Company Trust Depository the as such( ".Vote Can You How "below See .date that on TASE the of member

## SHARES ORDINARY OUTSTANDING

2025. 1, July on outstanding Shares Ordinary 1,290,672,524 were There

# ON VOTED BE TO MATTERS

:business of items following the on vote to asked be will You

- Lior ,Aminoach Reem ,Kabla Sagi ,Paz Avisar ,Kaufman Aviad ,Doppelt Yoav of election-Re 1. as serve to Shlomo Shalom and Silverberg Michal ,Lesin Gadi ,Armon Ozer Tzipi ,Reitblatt of meeting general annual next the until ,Meeting the of date the of as effective ,directors ;removal or resignation earlier their of any until or Company the of shareholders
- s'Company the as ,International KPMG of Firm Member a ,Chaikin Somekh of Reappointment 2. .Company the of shareholders of meeting general annual next the until auditor independent
- and present also will we ,above detailed as on voted be to matters the following ,Meeting the At 3. previously as 2024, 31, December ended year the for statements financial audited our discuss accessed be may which ,Report Annual 2024 our of part as shareholders our to available made reference ([il.gov.isa.magna.www](http://www.magna.isa.gov.il) at website s'ISA the and [gov.sec.www](http://www.sec.gov) at website s'SEC the via ,website s'Company our of section" Investor "the via as well as ,)2025-02-016733 number .[com.group-icl.www](http://www.icl-group.com)

 any If .Meeting the before come will that matters other any of aware not is currently Company The the ,thereof postponement or adjournment any or ,Meeting the before come properly matters other .matters such on judgment the with accordance in vote may proxies as designated persons

![](_page_16_Picture_11.jpeg)

# QUORUM

 power voting outstanding the of 50% than more aggregate the in holding shareholders more or Two voting electronic s'ISA the via or ballot written ,proxy by or person in present ,Company the in the from hour an half within If .Meeting the at quorum a constitute will ,vote to entitled and ,system ,Thursday to adjourned be shall Meeting the ,present not is quorum a Meeting the for scheduled time from hour an half within present not is quorum a If .place and time same the at 2025, 11, September in hold who ,rights voting with shareholders two then ,meeting adjourned the for scheduled time the person in ,present are who ,capital share issued s'Company the of third-one least at aggregate the This .quorum a constitute shall ,system voting electronic s'ISA the via or ballot written ,proxy by or date original the at present is quorum no if meeting reconvened such of notice as serve will notice .shareholders to given be will meeting reconvened the of notice further no and time and

 of Association of Articles the of 75 Article to pursuant ,Shares Ordinary of holders joint of case the In by or person in ,vote a tenders who holders joint such of senior most the of vote the ,Company the ,purpose this For .)s(holder joint other the of) s(vote the of exclusion the to accepted be will ,proxy shareholders s'Company the in stand names the which in order the by determined be will seniority .register

 occur votes-non Broker .quorum the towards counted be will votes-non broker and Abstentions such for proxies submit and sign name street in shares' customers their hold that brokers when not have brokers when occurs This .others on not but matters some on shares such vote and ,shares ,record of holders the as ,brokers the case which in ,customers their from instructions any received unreturned or Unsigned .matters routine-non on not but ,matters" routine "on vote to permitted are counted be not will ,holders record other or ,brokers ,banks by returned not those including ,proxies .purposes quorum for

## PROPOSALS THE OF APPROVAL FOR REQUIRED VOTE

 the at presented be to proposals the of each upon vote one to entitled is Share Ordinary Each .Meeting

 at represented Company the in power voting the of majority a of holders the of vote affirmative The voting and ,system voting electronic s'ISA the via or ballot written ,proxy by or person in ,Meeting the .proposals the of each of approval the for required is ,matter the on

 votes-non broker constitute that shares ,proposal particular any for results voting the tabulating In ,proxies unreturned or Unsigned .proposal that on cast votes considered not are abstentions and for counted be not will ,holders record other or ,brokers ,banks by returned not those including a through Shares Ordinary holds that shareholder a for important is it ,Therefore .purposes voting shares its wants shareholder the if shares its vote to how broker or bank its instruct to broker or bank .proposal given a for tally vote the towards count to

![](_page_17_Picture_9.jpeg)

## VOTE CAN YOU HOW

 or" name street "in shareholder ,record of shareholder are you whether on depends vote you How the if record of shareholder a are You .TASE the on traded are that shares holds who shareholder are You .agent transfer our at name your in registered is position entry-book or certificate share stock a in held are shares your if" name street "in held shares of owner beneficial the considered holds who shareholder a considered are You .nominee other or bank a by or account brokerage .TASE the of member a through held are shares your if TASE the on traded are that shares

### RECORD OF SHAREHOLDER

 ,completing by vote your submit may or Meeting the at person in vote and attend may You Unless .card proxy enclosed the) envelope paid-postage ,enclosed the in (submitting and signing proxy any by represented Shares Ordinary ,proxy of form the on specifically indicated otherwise as ,Meeting the at presented be to matters the all of favor in voted be will form enclosed the in and executed properly be must proxy a ,valid be To .Directors of Board the by recommended the to prior hours 48 than less no Company the of offices the at or agent transfer our by received unless ,)2025 2, September ,Tuesday on) time Israel (.m.a 10:00 .,e.i (Meeting the for scheduled time .Meeting the of chairman the by determined is period shorter a

#### "NAME STREET "IN SHAREHOLDER

 have to order in follow must you that instructions with you provide will nominee or bank ,broker Your must you ,Meeting the at person in vote to wish and holder beneficial a are you If .voted shares your the you giving shares your holds that nominee or bank ,broker your from" proxy legal "a obtain first .Meeting the at shares the vote to right

#### TASE ON TRADED SHARES OF HOLDER

 completed your) mail registered via (mailing or delivering by or person in shares your vote may You ,(ISA the of platform online the ,MAGNA via Company the by filed form the in (ballot written Hebrew ,Meeting the for scheduled time the to prior hours four than less no Company the of offices the to Corporate & Officer Compliance Chief ,VP ,Landman Aya :attention ,above forth set address the at the attending whether (TASE the of members through shares hold who Shareholders .Secretary ownership an Company the to deliver must) ballot voting a through voting or person in Meeting the from Date Record the of as Shares Ordinary our of ownership their confirming certificate of Ownership of Proof (Regulations Companies Israeli the by required as ,member TASE applicable TASE a via held shares ,Alternatively .amended as 2000, of) Meeting General at Voting for Shares the before hours six to up ,system voting electronic s'ISA the via electronically voted be may member the from voting electronic about instructions receive should Shareholders .Meeting the for fixed time .shares their hold they which through member TASE

![](_page_18_Picture_9.jpeg)

![](_page_18_Picture_10.jpeg)

# PROXY OF REVOCATION OR CHANGE

 by proxies of execution their by granted authority the revoke may record of Shareholders executed duly or revocation of notice written a agent transfer its or Company the to delivering by received is proxy dated-later or notice revocation such provided ,date later a bearing proxy period shorter a unless ,Meeting the before hours 48 least at agent transfer its or Company the .person in voting and Meeting the attending by or ,Meeting the of chairman the by determined is you unless revoked be to proxy granted previously your cause not will Meeting the at Attendance .request so specifically

 voting new submitting by vote your change may you" ,name street "in held are shares your If from proxy legal a obtained have you if ,or nominee or trustee ,bank ,broker your to instructions the attending by ,shares your vote to right the you giving nominee or trustee ,bank ,broker your .person in voting and Meeting

 voting your change to wish you and TASE the of member a through held are shares your If by ,person in voting and Meeting the attending by) i (vote your change may you ,instructions dated-later a delivering by) ii); (Date Record the of as (certificate ownership valid a presenting Record the of as (certificate ownership valid a with together ,ballot written Hebrew executed duly the of time designated the to prior hours four than later no offices s'Company the to ,)Date electronic ISA the via vote your changing for instructions relevant the following by) iii (or ,Meeting .Meeting the for set time the before hours six than later no by system voting

# PROXIES OF SOLICITATION

 Proxies .Company the of Directors of Board the by solicited being are Meeting the at use for Proxies .mail by mainly solicited be will and 2025, 28, July about or on shareholders to mailed being are and printing ,postage including ,proxies the of solicitation the for cost the bear will Company The forwarding for others and firms brokerage of expenses reasonable the reimburse will and ,handling ,directors ,officers certain ,addition In .Shares Ordinary of owners beneficial to materials proxy ,therefor compensation additional receive will whom of none ,Company the of agents and employees .contact personal other or mail-e ,telephone by proxies solicit may

# INFORMATION ADDITIONAL

 SEC the on profile s'ICL under available is Company the about information other and Financial "Investor "the via as well as ,[il.gov.isa.magna.www](http://www.magna.isa.gov.il) at website s'ISA the and gov.sec.www at website .[com.group-icl.www](http://www.icl-group.com) ,website s'Company our of section

 so do may Report Annual 2024 our of copy a receive to like would who shareholder any ,addition In :address following the at office head registered our contacting by charge of free **.Ltd Group ICL**

Israel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium +972-3-6844435 :Tel Secretary Corporate & Officer Compliance Chief ,VP ,Landman Aya :Attention [com.group-icl@Landman.Aya](mailto:Aya.Landman%40icl-group.com?subject=) :Email

 on available documents or information any and ,statement proxy this in to referred documents Any into reference by incorporated not are ,own our including ,website other any or TASE ,ISA ,SEC the .specified otherwise unless statement proxy this

# INFORMATION OF DATE

 2025, 17, July of as given is statement proxy this in contained information The .specified otherwise unless

![](_page_19_Picture_14.jpeg)

# SHAREHOLDERS PRINCIPAL

 beneficial the) below noted otherwise unless (2025 1, July of as presents table following The each by ,SEC the of rules with accordance in determined as ,Shares Ordinary our of ownership Ordinary outstanding our of more or 5% of owner beneficial the be to us by known is who person disclosed or holders the by us to provided information on based is presented data The .Shares ,entity each by owned beneficially Shares Ordinary of number The .filings regulatory public in and SEC the of rules the with accordance in determined is director or officer executive ,person Under .purpose other any for ownership beneficial of indicative necessarily not is information the voting shared or sole has person a which over shares any includes ownership beneficial ,rules such 60 within acquire to right the has person a that shares any as well as power investment or power and ,indicated otherwise as Except .right other or warrant ,option any of exercise the through days and voting sole have table the in named persons the ,laws property community applicable to subject .person that by held shares common all to respect with power investment

| SHAREHOLDER                                                                 | ORDINARY<br>SHARES<br>BENEFICIALLY<br>OWNED |                   |
|-----------------------------------------------------------------------------|---------------------------------------------|-------------------|
|                                                                             | NUMBER                                      | PERCENTAGE<br>(1) |
| (2).Ltd<br>Israel<br>Corporation                                            | 567,018,587                                 | 43.93%            |
| The<br>Phoenix<br>Holdings<br>(3) .Ltd                                      | 101,698,050                                 | 7.88%             |
| Migdal<br>Insurance<br>&<br>Financial<br>Holdings<br>(4).Ltd                | 78,641,356                                  | 6.09%             |
| (5) .Ltd<br>Harel<br>Insurance<br>Investments<br>&<br>Financial<br>Services | 72,230,751                                  | 5.59%             |
| Altshuler<br>Shaham<br>(6) .Ltd                                             | 64,691,143                                  | 5.01%             |

 or us by held shares excluding after (2025 1, July of as outstanding and issued Shares Ordinary 1,290,672,524 on based are shown percentages The 1. .(subsidiaries our

January on SEC the with ,")Altshuler (".Ltd Shaham Altshuler by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based 6. Ordinary 61,312,442) i (Altshuler by owned beneficially as reported Shares Ordinary 64,691,143 the of ,G13 Schedule the to According 2023. 17, of subsidiary owned-majority a .,Ltd Funds Pension & Provident Shaham Altshuler by managed funds pension and provident by held are Shares owned-wholly a .,Ltd Management Funds Mutual Shaham Altshuler by managed funds mutual by held are Shares Ordinary 3,378,701) ii (,Altshuler an ,Partnership Limited ,Owl Shaham Altshuler by managed funds hedge by held are Shares Ordinary 263,100) iii (and; Altshuler of subsidiary Ordinary foregoing the of all to respect with authority investment shared possess to deemed be may Altshuler Gilad .Mr .Shaham-Altshuler of affiliate benefit the for managed are ,funds hedge and funds mutual ,funds pension and provident foregoing The .affiliates and subsidiaries its and Shaham-Altshuler for capacities management investment various in serving his as well as ,Shaham-Altshuler in interest 44.81% indirect his to due Shares with authority lack persons reporting foregoing the of Each .persons reporting foregoing the of benefit economic the for not and investors public of .Shares Ordinary such of all of voting the to respect

![](_page_20_Picture_10.jpeg)

 <sup>.,</sup>Corp Israel by provided information the on Based .)TASE (Exchange Stock Aviv Tel the on trading for listed company public a is .Corp Israel 2. the of purposes for .,Corp Israel of jointly shareholders controlling as considered are Ofer Idan .Mr and") Millenium (".Ltd Elad Investments Millenium Millenium of director a as serves Ofer Idan .Mr and ,directly .Corp Israel in shares hold Ofer Idan .Mr and Millenium of each (Law Securities Israeli 1, July of As .)below stated as ,Millenium of control indirect has that trust discretionary the of beneficiary the as it in interest indirect an has and holds which .,Corp Israel in) rights voting the of 38.65% approximately and (capital share issued the of 38.28% approximately holds Millenium 2025, of best the To .Company the of ,capital share issued the of 43.11% approximately and rights voting the of 43.93% approximately 2025, 1, July of as Singapore Holdings Ansonia by owned wholly is Mashat .")Mashat (".Ltd) Investments (Mashat by held wholly is Millenium ,knowledge s'.Corp Israel ,(Curaçao in registered (.V.N Corporation Jelany of subsidiary owned wholly a is Ansonia .Netherlands the in incorporated is which") Ansonia (".V.B which in ,trust discretionary a by owned wholly is Court .")Court (".Ltd Investments Court ,company Liberian the of subsidiary owned wholly is which trust discretionary a by controlled company a is which ,")Lynav (".Ltd Holdings Lynav 2025, 1, July of as ,addition In .beneficiary the is Ofer Idan .Mr voting the of 9.48% approximately and (capital share issued the of 9.39% approximately directly holds ,beneficiary the is Ofer Idan .Mr which in Corp Israel of capital share issued the of 0.05% approximately directly holds Ofer Idan .Mr 2025, 1, July of as ,Furthermore ..Corp Israel of) rights decisive has still it ,shares ordinary s'Company the of 50% than less holds .Corp Israel though Even.)rights voting the of 0.05% approximately and( external the than other (directors appoint to power the has it ,effectively ,and shareholders s'Company the of meetings general the at influence approximately 2025, 1, July of As .Directors of Board s'Company the of composition the to respect with influence significant exert to and) directors an with loans margin of comprised entirely almost ,liabilities certain secure to .Corp Israel by pledged been have shares ordinary million 73 .million \$150 of amount principal outstanding aggregate

beneficial reporting .,Ltd Holdings Phoenix The by Company the to provided notice a to reference with entirety its in qualified and upon solely Based 3. 2025. 30, June of as Shares Ordinary our of holdings

with") Migdal (".Ltd Holdings Financial & Insurance Migdal by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based 4. (i (Migdal by owned beneficially as reported Shares Ordinary 78,641,356 the of ,G13 Schedule the to According 2025. 13, February on SEC the insurance and funds pension ,funds mutual ,funds provident ,others among ,through public the of members for held are Shares Ordinary 70,938,115 and management independent under operates subsidiaries which of each ,Migdal of subsidiaries indirect and direct by managed are which ,policies joint for funds of management the for companies by held are Shares Ordinary 7,703,241) ii (,decisions investment and voting independent makes and ,decisions investment and voting independent makes and management independent under operates which of each ,trusteeship in investments .(account Nostro (account own their for held beneficially are 0) iii(

Financial & Investments Insurance Harel by Company the to provided notice a to reference with entirety its in qualified and upon solely Based 5. 2025. 30, June of as Shares Ordinary our of holdings beneficial reporting .,Ltd Services

# BUSINESS THE OF MEETING

![](_page_21_Picture_2.jpeg)

# DIRECTORS OF ELECTION-RE | 1 PROPOSAL

 term year-one a for Directors of Board the to election-re for standing are directors Ten vote can Shareholders .Company the of shareholders of meeting annual next the at ending .nominee individual each ,from vote their withhold or ,against or ,for

 requirements all with complies she or he that confirmed has nominees director the of Each the possesses ,Law Companies Israeli the under company public a of director a of a as duties her or his fulfill to time sufficient dedicate to able is and qualifications necessary .needs special and size s'Company our consideration into taking ,Company the of director

 within ,directors external our including (directors executive-non ,Meeting the at elected If the with accordance in compensated be will) Law Companies Israeli the of meaning the of compensation the governing Law Companies Israeli the under promulgated regulations ,Meeting the at elected if ,addition In .")Regulations Compensation "the (directors external and insurance ,indemnification the from benefit to continue will nominees director the 'officers and' directors from and ,them to issued previously we that agreements exemption or/and covers also Company The .time to time from procure shall we as insurance liability with connection in incurred) expenses travel including (expenses for directors its reimburses the for services other performing or committees its and Directors of Board the of meetings Compensation s'Company the with accordance in ,directors as capacity their in Company for" Governance Corporate – Three Section "See .Regulations Compensation the and Policy .information additional

 EACH OF ELECTION-RE THE" FOR "VOTE A RECOMMENDS DIRECTORS OF BOARD OUR STATEMENT PROXY THIS IN NAMED NOMINEE DIRECTOR

![](_page_22_Picture_6.jpeg)

# AUDITOR OF APPOINTMENT-RE | 2 PROPOSAL

 and Committee Accounting and Audit our of recommendation and approval the to Pursuant Somekh of reappointment the approve to asked be will shareholders the ,Directors of Board public certified independent ,")KPMG ("International KPMG of Firm Member a ,Chaikin of meeting general annual next the until auditor independent our as ,Israel in accountants .Company the of shareholders the

 OF APPOINTMENT-RE THE" FOR "VOTE A RECOMMENDS DIRECTORS OF BOARD OUR INDEPENDENT THE AS ,INTERNATIONAL KPMG OF FIRM MEMBER A ,CHAIKIN SOMEKH OF MEETING GENERAL ANNUAL NEXT S'COMPANY THE UNTIL COMPANY THE OF AUDITOR SHAREHOLDERS

 permitted of scope the specifies Policy Services Audit-Non and Audit for Approval-Pre Our not is independence its that so auditor external our by provided services audit-non by provided services audit-non permitted and audit All .services other by compromised services All .Committee Accounting and Audit our by approved-pre are auditor external our Audit-Non and Audit for Approval-Pre our with complied 2024 in auditor our by performed auditor governing regulations securities and standards professional and Policy Services .independence

 to authority the has Directors of Board our ,Association of Articles our with accordance In Oxley-Sarbanes the by contemplated As .auditor independent our to paid fees the determine Accounting and Audit our to authority this delegated has Directors of Board our 2002, of Act .Committee

| SHAREHOLDER                  | 2024  | 2023      |
|------------------------------|-------|-----------|
|                              | \$US  | THOUSANDS |
| Audit<br>(1)fees             | 4,356 | 4,321     |
| Audit<br>related-<br>(2)fees | 87    | 30        |
| Tax<br>(3)fees               | 1,651 | 1,262     |
| Total                        | 6,094 | 5,613     |

 for KPMG by billed services professional for fees following the out sets table following The :years respective the of each in rendered services

 includes also category This .statements financial annual our of audit the for billed be to expected or billed fees aggregate the are fees Audit 1. .SEC the with filed documents of review and consents as such ,accountant independent the by provided generally are that services

 and 2024 31, December ended years the during rendered services related and assurance for billed fees aggregate the are fees related-Audit 2. .fees audit under reported not are and audit the of performance the to related reasonably are that 2023,

 tax for 2023, and 2024 31, December ended years the during rendered services professional for billed fees aggregate the are fees Tax 3. .appeals and audits tax with assistance ,planning tax and ,advice tax ,compliance

![](_page_23_Picture_11.jpeg)

## STATEMENTS FINANCIAL

 year fiscal the for Company the of statements financial consolidated audited the ,Meeting the At .presented be will ,Report Annual 2024 the in included are which 2024, 31, December ended other and statements information and proxy ,reports contains that website a maintains SEC The also are reports SEC These .[gov.sec.www](https://www.sec.gov/) at SEC the with electronically file we that information —Events and News ,Reports—Investors "under [com.group-icl.www](http://www.icl-group.com) at website our on available charge no at copies paper receive to request may Shareholders ."Reports Annual and Financial Millennium :address following the at Secretary Corporate our to writing in request a submitting by Secretary Corporate :Attention ,Israel 6120201, ,Aviv Tel 20245, Box .O.P ,Street Aranha 23 ,Tower

# PROPOSALS SHAREHOLDER

 General Annual 2025 the at proposal a present to intends who Company the of shareholder Any and Law Companies Israeli the of requirements the satisfy must Shareholders of Meeting at consideration for proposals present may) s(shareholder such Any .thereunder regulations following the at Secretary Corporate our to writing in proposals their submitting by Meeting the ICL .:Attn ,Israel 6120201, ,Aviv Tel 20245, Box .O.P ,Street Aranha 23 ,Tower Millennium :address 2025. 24, July than later no ,Secretary Corporate

# BUSINESS OTHER

 the at transacted be to business other any of aware not are we ,above forth set as than Other represented Shares Ordinary ,Meeting the at presented properly are matters other any If .Meeting of form enclosed the in named persons the by voted be will proxies unrevoked and executed by of Board the of recommendation and judgment the with accordance in matters such upon proxy .Directors

![](_page_24_Picture_7.jpeg)

![](_page_24_Picture_8.jpeg)

# CORPORATE GOVERNANCE

![](_page_25_Picture_2.jpeg)

## MANAGEMENT RISK

 serving ,culture corporate our within ingrained deeply is") ERM ("management risk enterprise ,ICL At ,risks ,uncertainties navigating effectively and anticipating for essential framework foundational a as we ,operations our of aspects all across risk of presence inherent the Recognizing .opportunities and executed-well A .governance corporate sound of cornerstone a as management risk robust prioritize and ,policies internal and requirements regulatory with compliance ensures ,processes makingdecision our enhances also but objectives our achieve us helps only not strategy management risk .control our of effectiveness the regarding assurance provides

 is ,functions key for responsibilities and roles defined the and ,structure governance risk Our are committees respective and Directors of Board Our .model" defense of lines 3 "the on based the overseeing ,ICL across implemented is management risk that ensuring to committed highly ,risks corporate pivotal monitoring includes oversight Their .framework risk our of effectiveness and values and objectives strategic our with align they ensuring ,appetite risk our with aligned Management Executive our ,CEO our of guidance the Under .plans mitigation their monitoring the for responsible is and ownership direct takes and ,defense of line first the as serves) GEC( framework management risk s'ICL that ensuring ,management risk enterprise of oversight direct is management risk that and ,delegated are responsibilities management risk ,implemented is s'ICL approves and reviews periodically GEC the ,Furthermore .activities business all into integrated .risks emerging and ,plans mitigation and risks of updates and reports register risk corporate

 ,defense of line second a as serve ,Director Risk Global the with together ,Officer Risk Chief ,EVP ICL Leader Risk dedicated a has division each ,Furthermore .function global professional a comprising .routines ERM with accordance in ,divisions within activities risk all promoting

 entire our throughout process ERM our cascade effectively to designed is structure governance Our regardless ,units all that ensures This .approaches up-bottom and down-top combining ,organization assessment and taxonomy identical utilizing ,process same the deploy ,size and geography their of global Our .profile risk ICL entire the of view holistic a maintain to us enables approach This .criteria and ,routines ,appetite risk ,governance risk ,commitment ,vision ERM our outlines that policy .annually reviewed are which ,processes

![](_page_26_Picture_6.jpeg)

# 1 COMPENSATION EXECUTIVE

### COMPENSATION DIRECTORS

 Companies Israeli the Under .law Israeli by governed is compensation s'director our of approval The Compensation & HR s'Company the of approval the requires generally directors of compensation ,Law of approval the ,Generally .order that in ,shareholders the and Directors of Board the ,Committee the with accordance in be must Directors of Board the and Committee Compensation & HR the ,conditions certain to subject and circumstances special in except ,policy compensation s'Company and controlling-non of majority special a by be must approval shareholder the case which in .shareholders disinterested

### DIRECTORS EXECUTIVE-NON

 the of meaning the within ,directors external our including (directors executive-non our of Each The .Regulations Compensation the with accordance in compensated are) Law Companies Israeli an (compensation cash of amounts maximum and minimum forth set Regulations Compensation ,Generally .equity' shareholders s'Company the on depending ,)fees meeting per and fee annual per and annual (cash in payable compensation director for required not is approval shareholder .Regulations Compensation the in forth set amounts maximum the to up) fees meeting

### FEES AND COMPENSATION CASH

 ,directors executive-non the of qualification the with accordance in vary fees meeting per The Compensation the under" Director Expert "an as qualified is director the whether on depending :follows as currently are fees The .Regulations

|                        | EXPERT<br>DIRECTORS                                    | NON<br>EXPERT-<br>DIRECTOR                         |
|------------------------|--------------------------------------------------------|----------------------------------------------------|
| Fixed<br>Annual<br>Fee | ~<br>NIS<br>(165,000<br>approximately<br>\$44,600<br>) | ~<br>NIS<br>(124,000<br>approximately<br>(\$33,500 |
| Per<br>Meeting<br>Fee  | ~<br>NIS<br>(6,400<br>approximately<br>\$1,700<br>)    | ~<br>NIS<br>(4,800<br>approximately<br>(\$1,200    |

 (expenses travel including (expenses for directors its reimburses or/and covers also Company The performing or committees its and Directors of Board the of meetings with connection in incurred s'Company the with accordance in ,directors as capacity their in Company the for services other from benefit also members Board Our .Regulations Compensation the and Policy Compensation arrangements exemption and indemnification and insurance liability' officers and' directors and Management Senior ,Directors – 6 Item "see ,information further For .them with into entered .Report Annual 2024 the in" Indemnification and Insurance – Practices Board .C – Employees

![](_page_27_Picture_11.jpeg)

**1**

## COMPENSATION DIRECTOR OF SUMMARY 2024

 ended year the for directors executive-non our to us by paid compensation cash aggregate The meeting per and annual includes amount This .million \$0.9 approximately was 2024, 31, December .directors to reimbursed expenses and travel business include not does but fees

 served who individual each by earned compensation approximate the out sets table following The :(VAT exclude amounts (2024 31, December ended year the during director executive-non a as

| -NON<br>EXECUTIVE<br>DIRECTOR | FIXED<br>ANNUAL<br>FEE            | AGGREGATE<br>PER<br>MEETING<br>FEES | TOTAL                              |
|-------------------------------|-----------------------------------|-------------------------------------|------------------------------------|
| Aviad<br>Kaufman              | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>130,810<br>)<br>(\$35,354~   | NIS<br>295,851<br>~)<br>(\$79,960  |
| Avisar<br>Paz                 | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>143,510<br>)<br>(\$38,786~   | NIS<br>308,551<br>)<br>(\$83,392~  |
| Dafna<br>Gruber               | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>213,360<br>)<br>(\$57,665~   | NIS<br>378,401<br>~)<br>(\$102,271 |
| Gadi<br>Lesin                 | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>194,310<br>(\$52,516~)       | NIS<br>359,351<br>(\$97,122~)      |
| Lior<br>Reitblatt             | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>199,390<br>)<br>(\$53,889~   | NIS<br>364,431<br>)<br>(\$98,495~  |
| Michal<br>Silverberg          | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>109,220<br>)<br>(\$29,519~   | NIS<br>274,261<br>(\$74,125~)      |
| Dr<br>Miriam .<br>Haran       | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>217,170<br>)<br>(\$58,695~   | NIS<br>382,211<br>~)<br>(\$103,301 |
| Reem<br>Aminoach              | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>91,440<br>(\$24,714~)        | NIS<br>256,481<br>)<br>(\$69,320~  |
| Sagi<br>* Kabla               | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>166,370<br>~)<br>(\$44,965   | NIS<br>331,411<br>)<br>(\$89,571~  |
| Tzipi<br>Ozer<br>Armon-       | NIS<br>165,041<br>~)<br>(\$44,606 | NIS<br>101,600<br>)<br>(\$27,459~   | NIS<br>266,641<br>)<br>(\$72,065~  |
| Shalom<br>Shlomo              | NIS<br>123,730<br>)<br>(\$33,441~ | 77,112 NIS<br>)<br>(\$20,841~       | NIS<br>200,842<br>)<br>(\$54,282~  |

.Corp Israel to directly paid and assigned be compensation cash director his that requested has ,Officer Financial Chief s'.Corp Israel ,Kabla .Mr**\***

![](_page_28_Picture_6.jpeg)

# COMPENSATION S'BOARD THE OF CHAIRMAN EXECUTIVE

 our by approved as ,Board the of Chairman Executive as service his for compensation basedequity and cash following the to entitled was Doppelt .Mr 2025, 6, March until 2022, 1, July From the by approvals following 2022, 30, March on held Meeting General Annual the at shareholders 8, February and 2022, 31, January on Directors of Board and Committee Compensation & HR :respectively 2022,

| COMPENSATION<br>ITEM        | FIXED<br>ANNUAL<br>FEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Annual<br>Cost              | Annual<br>fixed<br>of cost<br>employment<br>NIS of<br>1,800,000<br>(<br>approximately<br>\$486,000<br>(                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Short<br>Term-<br>Incentive | An<br>annual<br>cash<br>,bonus<br>calculated<br>according<br>to<br>short the<br>term-<br>incentive<br>("STI ("<br>formula<br>forth set<br>the in<br>Company<br>s'<br>Compensation<br>Policy<br>Target .<br>STI<br>which ,<br>was<br>Mr<br>Doppelt .<br>s'<br>potential<br>maximum<br>STI<br>payout<br>in<br>given any<br>,year<br>not could<br>exceed<br>1.2 NIS<br>(million<br>approximately<br>\$329,000<br>.(<br>For<br>details<br>regarding<br>Mr<br>Doppelt .<br>STI s'<br>formula<br>his and<br>STI 2024<br>payout<br>see ,<br>below<br>Short "<br>Term-<br>Incentive<br>The –<br>Annual<br>Bonus<br>Component<br>" |
| Termination<br>Arrangement  | Six<br>month-<br>adjustment<br>period<br>six and<br>month-<br>advance<br>notice<br>period<br>during ,<br>both<br>which of<br>will he<br>continue<br>be to<br>entitled<br>to<br>his of all<br>compensation<br>,terms<br>including<br>STI<br>payouts<br>and<br>continued<br>vesting<br>his of<br>existing<br>long<br>term-<br>incentive<br>("LTI ("<br>plans                                                                                                                                                                                                                                                                |
| Long<br>term-<br>incentive  | LTI<br>award<br>the for<br>years<br>2022-2024,<br>the in<br>of form<br>options<br>to<br>purchase<br>1,055,100<br>Ordinary<br>Shares<br>an at ,<br>exercise<br>of price<br>35.7 NIS<br>\$9.7 (<br>per)<br>or (share<br>exercisable<br>a on<br>cashless<br>basis<br>pursuant<br>a to<br>customary<br>net "<br>exercise<br>formula"<br>with ,)<br>total a<br>value<br>9 NIS of<br>(million<br>approximately<br>\$2.4<br>)million<br>3 NIS or ,<br>(million<br>approximately<br>\$811,000<br>per)<br>vesting<br>annum                                                                                                         |

![](_page_29_Picture_4.jpeg)

 such on held shareholders of meeting general extraordinary an at 2025, 6, March of as Effective as terms compensation s'Doppelt Yoav .Mr of renewal the approved shareholders our ,date following 2028, 5, March until ,years three of period a for Board the of Chairman Executive the and 2025 6, January and 2024 31, December on Committee Compensation & HR the by approvals those to similar substantially are terms renewed The 2025. 9, January on Directors of Board the up inflation for 2022 in approved amounts the of adjustment the than other 2022, in approved going components compensation all linking provision a of inclusion the and ,date present the to of update additional an as well as ,")CPI ("Index Price Consumer Israeli the in increases to forward Company other to awarded grants the in made adjustments the with consistent ,LTI s'Dopplet .Mr :follows as are terms renewed The 2024. in executives

| COMPENSATION<br>ITEM        | FIXED<br>ANNUAL<br>FEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Annual<br>Cost              | Annual<br>fixed<br>of cost<br>employment<br>NIS of<br>1,963,000<br>(<br>approximately<br>\$530,500<br>.(                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Short<br>Term-<br>Incentive | An<br>annual<br>cash<br>,bonus<br>calculated<br>according<br>to<br>short the<br>term-<br>incentive<br>("STI ("<br>formula<br>forth set<br>the in<br>Company<br>s'<br>Compensation<br>Policy<br>Target .<br>STI<br>which ,<br>is<br>the also<br>maximum<br>potential<br>STI<br>payout<br>any in<br>given<br>year<br>NIS of ,<br>1,309,300<br>(<br>approximately<br>\$358,700<br>.(                                                                                                                                                |
| Termination<br>Arrangement  | Six<br>month-<br>adjustment<br>period<br>six and<br>month-<br>advance<br>notice<br>period<br>during ,<br>of both<br>which<br>will he<br>continue<br>be to<br>entitled<br>to<br>his of all<br>compensation<br>,terms<br>including<br>STI<br>payouts<br>and<br>continued<br>vesting<br>his of<br>existing<br>long<br>term-<br>incentive<br>LTI ("<br>.plans")                                                                                                                                                                      |
| Other<br>Benefits           | Cash<br>non and<br>cash-<br>benefits<br>similar<br>those to<br>payable<br>senior to<br>executives<br>the of<br>Company<br>,<br>including<br>not but<br>to limited<br>pension ,<br>and<br>severance<br>life ,pay<br>insurance<br>risk(<br>annual ,)<br>vacation<br>days<br>and (<br>redemption<br>of<br>accrued<br>vacation<br>days<br>sick ,)<br>days<br>,quota<br>recuperation<br>days<br>travel ,<br>expenses<br>and<br>expenses<br>reimbursement                                                                              |
| Long<br>term-<br>incentive  | LTI<br>award<br>the for<br>years<br>2025-2027,<br>the in<br>of form<br>options<br>to<br>purchase<br>1,973,684<br>Ordinary<br>Shares<br>an at ,<br>exercise<br>of price<br>21.5 NIS<br>\$5.94 (<br>per)<br>or (share<br>exercisable<br>a on<br>cashless<br>basis<br>pursuant<br>a to<br>customary<br>net "<br>exercise<br>formula"<br>a with ,)<br>total<br>of value<br>11.25 NIS<br>(million<br>approximately<br>\$3<br>million<br>or ,)<br>3.75 NIS<br>million<br>(<br>approximately<br>million \$1<br>per)<br>vesting<br>annum |

![](_page_30_Picture_3.jpeg)

 periodical to subject are ,STI and salary base including ,components compensation s'Doppelt .Mr 2025 January the being baseline the with ,CPI the in increases with accordance in adjustment compensation each for amounts maximum the to subject 2025, 15, February on published ,CPI .Policy Compensation the in forth set as component

## :BOARD THE OF CHAIRMAN EXECUTIVE THE TO GRANTS) LTI (EQUITY

| GRANT<br>FOR<br>YEARS | GRANT<br>DATE         | OF TYPE<br>EQUITY | DATES<br>OF<br>GOVERNANCE<br>' BODIES<br>APPROVALS                                                                                    | GRANT<br>VALUE<br>(NIS (                              | NUMBER<br>OF<br>OPTIONS | EXPIRATION<br>DATE   |
|-----------------------|-----------------------|-------------------|---------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|-------------------------|----------------------|
| 2022-2024<br>1(       | March)<br>30,<br>2022 | Options           | HR•<br>.Comp &<br>Committee<br>31.1.22 –<br>6.2.22 &<br>Board•<br>8.2.22 –<br>•<br>Shareholders<br>Annual (<br>(Meeting<br>30.3.22 –  | million 9<br>million 3(<br>per<br>(annum              | 1,055,100               | March<br>30,<br>2027 |
| 2025-2027<br>) 2(     | 6, March<br>2025      | Options           | HR•<br>.Comp &<br>Committee<br>31.12.24 –<br>6.1.25 &<br>Board•<br>9.1.25 –<br>•<br>Shareholders<br>Annual (<br>Meeting<br>6.3.25 – ( | 11.25<br>million<br>3.75(<br>million<br>per<br>(annum | 1,973,684               | 6, March<br>2030     |

#### **SCHEDULE VESTING**

 fully Options .date grant the of anniversaries three the of each upon ,tranches equal three in vest will options The in than other (control of change a following months 12 within services provide to ceases Doppelt .Mr if accelerate .(cause for termination of event the

 ,(2014) Plan Compensation Equity s'Company the to pursuant granted was award equity The) 1( 2016. June in amended as

.(2024) Plan Compensation Equity s'Company the to pursuant granted was award equity The) 2(

 ,Board the of Chairman Executive as capacity his in Doppelt .Mr with agreement the than Other customary arrangements insurance and exemption ,indemnification the including ,above described service his of termination upon awards equity of acceleration described the and Company the in director current any with agreements written any have not do we ,circumstances certain under .us with relationship' directors such of termination the upon benefits for providing

![](_page_31_Picture_9.jpeg)

# 2 COMPENSATION MANAGEMENT SENIOR

### PHILOSOPHY COMPENSATION OUR

 financial links closely program compensation executive our of philosophy and design The motivate ,attract to efforts our supporting ,awards resulting to execution strategy and performance and success term-long on executives our focuses) compensation based-equity (incentives termlong on emphasis An .capabilities of range diverse a across skills with talent brightest the retain and support to designed is structure compensation The .interests' shareholders with compensation aligns reliably ,safely operating to commitment a demonstrating while performance financial of delivery the (ESG (Governance and Social ,Environmental our with consistent proactively is that manner a in and .commitments

 plan incentive term short annual the of part as included regularly are targets performance ESG s'humanity for solutions impactful create to commitment our reflect to ,officers executive all of Board and Committee Compensation & HR our 2024, for ,Accordingly .challenges sustainability that ,management executive our for") KPIs ("indicators performance key annual set Directors of IR (performance safety & health :including ,targets ESG specific of improvement incorporate greenhouse ,reduction waste ,savings water (performance environmental ,)targets improvement as ,targets based science achieve eventually to aimed ,targets reduction emissions") GHG ("gas on Force Task - Overview Business .B — Company The On Information – 4 Item "in detailed further sustainability suppliers ,)Report Annual 2024 the of)" TCFD (Disclosures Financial related-Climate disclosures related climate and change-climate ,)assessments Ecovadis / TfS to related (performance ,products green ,efficiency energy ,targets improvement equality gender and diversity ,rankings and .more and ,calculations footprints carbon product

### POLICY RECOUPMENT AND COMPENSATION

 shareholders our 2024, 9, October on held shareholders of meeting general extraordinary the At for ,")Policy Compensation New "the (holders office for policy compensation new a approved our by approved was that policy compensation previous the replacing ,years three of period a Policy Compensation New The .")Policy Compensation Previous "the (2022 March in shareholders the reflecting ,Policy Compensation Previous the to comparison in adjustments few a contained since Policy Compensation Previous the of implementation the from gained was that experience Annual 2024 the to 4.3 Exhibit as attached is Policy Compensation New the of copy A .adoption its Recoupment Compensation the to ,things other among ,refers Policy Compensation New The .Report the ,with accordance in and ,under required as 2023, in Company the by adopted was that Policy Section and ,amended as 1934, of Act Exchange Securities the of D10 Section of requirements is Policy Recoupment Compensation the of copy A .Manual Company Listed NYSE the of .14A303 .Report Annual 2024 the to 4.7Exhibit as attached

#### COMPENSATION MANAGEMENT SENIOR 2024

 senior our of members the of all to respect with us by incurred amount compensation aggregate The \$17 approximately was 2024, 31, December of as) GEC – Committee Executive Global (management retirement other or pension for provision annual an includes amount This 2024. year the for million .million \$1 approximately of management senior our for benefits

.USD to NIS from conversion the including ,Report Annual 2024 s'Company the in reported as taken are section this in amounts All **2**

![](_page_32_Picture_10.jpeg)

#### year the for incurred compensation the describe notes accompanying and table following The .period such for ICL of officers senior earning highest five the to respect with 2024

| DETAILS                  | PAYMENTS<br>FOR<br>SERVICES                                                                                |                      |                   |              |                   |                                             |       |  |
|--------------------------|------------------------------------------------------------------------------------------------------------|----------------------|-------------------|--------------|-------------------|---------------------------------------------|-------|--|
| NAME                     | POSITION                                                                                                   | OF SCOPE<br>POSITION | BASE<br>SALARY    | COMPENSATION | BONUS<br>(2)(STI( | EQUITY<br>BASED<br>COMPENSATION<br>(3)(LTI( | TOTAL |  |
|                          |                                                                                                            |                      | \$US<br>THOUSANDS |              |                   |                                             |       |  |
| Raviv<br>Zoller          | Former<br>President<br>&<br>Chief<br>Executive<br>Officer                                                  | 100%                 | 850               | 1,818        | 1,118             | 787                                         | 3,723 |  |
| Elad<br>Aharonson        | President<br>Chief &<br>Executive<br>Officer<br>Former(<br>,President<br>Growing<br>Solutions<br>(Division | 100%                 | 410               | 586          | 394               | 922                                         | 1,902 |  |
| Aviram<br>Lahav          | Chief<br>Financial<br>Officer                                                                              | 100%                 | 401               | 574          | 378               | 904                                         | 1,856 |  |
| (7) Brown<br>Philip      | President<br>ICL ,<br>Phosphate<br>Specialty<br>Solutions<br>Division                                      | 100%                 | 375               | 415          | 598               | 677                                         | 1,690 |  |
| Lilach<br>Geva<br>Harel- | EVP<br>Chief ,<br>and Legal<br>Sustainability<br>Officer                                                   | 100%                 | 287               | 433          | 303               | 748                                         | 1,484 |  |

 ,benefits social customary ,salary base :components following the of all include table above the in column) compensation (items salary The with accordance in is compensation The .expenses telephone of reimbursement and car Company ,provisions related and social customary .Policy Compensation New the and Policy Compensation s'Company Previous the both **(1)**

- & HR our by approved were 2024, in earners five-top the including 2024, for holders officer to) awards STI (bonuses annual The .respectively 2025, 22, January and 2025 20, January on Directors of Board and Committee Compensation **(2)**
- of statement s'Company the in recognized is and IFRS to according calculated is compensation payment based-share for expense The s'Company the in recorded expense the represent column this in reported amounts The .portion each of period vesting the over income with ,Report Annual 2024 the in included") Statements Financial 2024 "the (2024 31, December ended year the for statements financial see ,plans compensation equity s'Company the regarding details For .officer senior the to granted compensation based-equity to respect .Statements Financial 2024 our to 19 Note **(3)**

![](_page_33_Figure_6.jpeg)

![](_page_33_Picture_7.jpeg)

#### :below forth set is summary terms employment 2024 in officers senior earning highest Five

### ZOLLER RAVIV) 4(

#### SALARY BASE

- or ,)\$888,000 approximately (million 3.2 NIS ~of salary base Annual•
- .(\$73,000 approximately (266,000 NIS ~of salary base Monthly•
- reporting the for perquisites s'CEO the ,Policy Compensation s'Company the with accordance In• a for provisions includes amount This .)\$81,000 approximately (million 0.3 NIS ~totaled period communication ,expenses telephone of reimbursement ,ups-gross related and car company .payments pension as such ,provisions related social customary or compensation relatedbenefit social any include not does and ,allowances meal and ,)newspaper as such (allowances

#### BONUS ANNUAL – STI

 million 4.56 NIS ~of STI maximum and) \$959,000 approximately (million 3.5 NIS ~of STI Target .Component Bonus Annual The - Incentive Term-Short "below See .)million \$1.25 approximately(

#### EQUITY – LTI

 .(million \$1.5 approximately (million 5.5 NIS of value) equity (LTI annual an to Entitlement for recognized expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 our to 19 Note See .Statements Financial 2024 the in LTI s'Zoller .Mr

#### ARRANGEMENTS TERMINATION

- months6- or) cause for not (Company the by termination of case in period notice advance months12-• ;resignation of case in notice advance
- Zoller .Mr that years of number the by multiplied salary base last the to equal severance Additional• .CEO & President s'ICL as served

#### ADJUSTMENT CPI

 s'Zoller .Mr per items compensation all ,Agreement Employment s'Zoller .Mr with accordance In .CPI the in increase the to adjusted are Agreement Employment

#### BENEFITS OTHER

 effect in policies our to pursuant executives senior our to payable benefits cash-non and cash other All Company ,insurance disability ,fund education ,pension ,to limited not but including ,time to time from the to applying arrangements indemnification and insurance ,exemption as well as .,etc ,up gross ,car .holders office s'Company

#### AHARONSON ELAD) 5(

#### SALARY BASE MONTHLY

.CPI the in increases to adjusted 2024, 31, December of as ,)\$35,000 approximately (128,000 NIS~

#### TARGET – STI

 and performance STI s'Aharonson .Mr regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout

#### LTI

 for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Aharonson .Mr

#### ARRANGEMENTS TERMINATION

.months 6 of period notice Advance

#### BENEFITS OTHER

 ,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification

![](_page_34_Picture_29.jpeg)

#### LAHAV AVIRAM) 6(

#### SALARY BASE MONTHLY

.CPI the in increases to adjusted 2024, 31, December of as ,)\$34,000 approximately (125,000 NIS~

#### TARGET – STI

 and performance STI s'Lahav .Mr regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout

#### LTI

 for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Lahav .Mr

#### ARRANGEMENTS TERMINATION

 months3- or) cause for not (Company the by termination of case in months 6 of period notice Advance .resignation of case in notice advance

#### BENEFITS OTHER

 ,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification

#### BROWN PHILIP) 7(

#### SALARY BASE MONTHLY

2024. 31, December of as ,)\$31,000 approximately (114,000 NIS~

#### TARGET – STI

 and performance STI s'Brown .Mr regarding details For .salary base annual the of 75% of STI TTarget ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout

#### LTI

 for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Brown .Mr

#### BENEFITS OTHER

 and retirement ,health for provisions regular as such ,Company the in customary benefits other All indemnification and insurance ,exemption as well as ,allowance car ,arrangement disability ,severance .holders office s'Company the to applying arrangements

#### HAREL-GEVA LILACH) 8(

#### SALARY BASE MONTHLY

.CPI the in increases to adjusted 2024, 31, December of as ,)\$27,000 approximately (98,000 NIS~

#### TARGET – STI

 performance STI s'Harel Geva .Mrs regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout and

#### LTI

 for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Harel Geva .Mrs

#### ARRANGEMENTS TERMINATION

.months 6 of period notice Advance

#### BENEFITS OTHER

 ,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification

![](_page_35_Picture_32.jpeg)

# CEO AND PRESIDENT NEW ,AHARONSON ELAD .MR

 s'ICL as Aharonson Elad .Mr of appointment the approved Directors of Board our 2024, 23, December On our 2025, 6, March On .Zoller Raviv .Mr succeeding 2025, 13, March effective ,CEO and President new following ,CEO and President new our as terms compensation s'Aharonson .Mr approved shareholders the and 2025, 6, January and 2024 31, December on Committee Compensation & HR the of approval the are CEO and President as terms compensation s'Aharonson .Mr 2025. 9, January on Directors of Board :follows as

- .(\$762,000 approximately (2,820,000 NIS of salary base gross annual An **:salary base Annual•**
- 2,820,000 NIS to equal currently (salaries base monthly 12 of STI Target **:Bonus Annual STI•** may year fiscal given any for Aharonson .Mr for payout STI maximum The .))\$773,000 approximately( .((\$966,000 approximately (3,525,000 NIS to equal currently (salaries base monthly 15 exceed not
- 5,520,000 NIS of value the in ,compensation equity of form the in award LTI **:Equity LTI•** approved as annum vesting per amount other any or ,annum vesting per) \$1,492,000 approximately( majority required the by approval shareholder including ,organs authorized s'Company the by 2025-2027, years the for award LTI s'Aharonson .Mr regarding details For .law applicable to according .Statements Financial 2024 the to 19 Note see
- excluding (employment of termination of case any in notice advance months 12 **:Period Notice•** the During .")Period Notice Advance "the) (cause for Company the by employment of termination During .Company the for work his continue to required be may Aharonson .Mr ,Period Notice Advance will Aharonson .Mr ,effect in remain relations employee-employer should ,Period Notice Advance the .awards LTI existing any of vesting and STI including ,terms compensation his of all to entitled be any and salary including ,period notice advance the of lieu in payment receive may Aharonson .Mr a and vesting LTI existing ,payment STI excluding but ,value equivalent their or benefits associated .grant LTI new
- executives senior to payable those to similar benefits cash-non and cash Additional **:Benefits Other•** ,to limited not but including ,time to time from effect in policies to pursuant Company the of ,insurance health ,)risk (insurance life ,fund education ,pay severance including pension ,welfare year per days vacation ,gifts holiday and birthday ,insurance disability work ,insurance accidents medical annual ,days recuperation ,quota days sick ,)days vacation accrued of redemption and( newspaper ,equivalent its or allowance meals ,fees membership association professional ,examination .Mr .reimbursement expenses and ,up gross including ,car company and phone cellular ,allowance in customary as arrangements indemnification and insurance ,exemption to entitled also is Aharonson .Company the
- awards STI ,salary base including ,compensation s'Aharonson .Mr of components All **:Adjustment CPI•** to subject ,CPI the in increases with accordance in periodically adjusted be will ,entitlement LTI and .Policy Compensation the in forth set as component compensation each for amounts maximum the

# CEO AND PRESIDENT DEPARTING ,ZOLLER RAVIV .MR

 2024, 31, December On 2025. 12, March on CEO and President our as serve to ceased Zoller Raviv .Mr approved ,respectively ,Directors of Board and Committee Compensation & HR our 2025, 9, January and employment his of terms the with consistent are which ,terms termination employment s'Zoller .Mr the between relationship employment the ,terms these to According .law applicable and agreement accrued his of conclusion the following 2025, November in terminate will Zoller .Mr and Company of lieu in payment receive will Zoller .Mr ,employment of termination Upon .days sick and vacation regular the to addition in ,payment severance additional an as well as ,notice advance' months 12 .(period notice advance' months 12 the including (employment his of year each for ,pay severance

![](_page_36_Picture_11.jpeg)

## COMPONENT BONUS ANNUAL THE – INCENTIVE TERM SHORT

 performance-for-pay our supporting in element key a is Plan Incentive Term Short Annual Our in performance by determined is opportunity incentive annual s'Officer Executive Each .philosophy .targets ESG including ,metrics financial and operating key on emphasis an with ,components certain

 operating and ICL both at metrics strategic include to continued 2024 for Plan Incentive Annual The the of success term-longer the to critical initiatives reward and measure to levels segment and President departing our (Zoller .Mr for than other ,officers executive our of most For .organization a as set be to continue targets STI the ,)Board the of Chairman Executive our (Doppelt .Mr and) CEO the on dependent multiplier performance a on based payouts STI actual with ,salary of percentage .goals annual predetermined of achievement

 executive all of plan incentive term short annual the of part as included are targets performance ESG sustainability s'humanity for solutions impactful creating to commitment our reflect to ,officers environmental ,)targets improvement IR (performance safety & health :including ,challenges to aimed ,targets reduction emissions GHG and reduction waste ,savings water (performance TfS to related (performance sustainability suppliers ,))SBTi (targets based-science achieve eventually and diversity ,rankings and disclosures related climate and change-climate ,)assessments Ecovadis/ footprints carbon product ,products green ,efficiency energy ,targets improvement equality gender Compensation & HR our 2025, 22, January and 2025, 20, January On .more and ,calculations to awards STI annual the of payouts the approved ,respectively ,Directors of Board and Committee in ,officers senior s'ICL among 2024 in earners five-top the including 2024, for officers executive our .above forth set criteria the to according and ,Policy Compensation s'Company the with accordance

# PREVIOUS THE IN FORTH SET AS ,FORMULA STI CEO 2024 IN EFFECT IN POLICY COMPENSATION

- 100% a achieving for amount payout the represents CEO the for") Target STI ("STI target The• for CEO the for Target STI The .year given a in) targets all of 100% meeting .,e.i (level performance .salary base annual s'CEO the of 120% exceed not may year fiscal given any
- measurable annual of level performance the against measured be will Target STI s'CEO the of 80%• Board the and Committee Compensation & HR the by determined goals financial -non and financial .Policy Compensation the in detailed as ,year fiscal each of beginning the at Directors of
- included goals financial on based be will Target STI the of 60% least at ,Target STI 80% the of Out• other on based be will Target STI the of) less or (20% remaining the and ,budget annual the in financial measurable whether ,goal each of level achievement The .goals financial-non measurable according ,goals other of independently assessed be will ,goals financial-non measurable or goals payout into translated then and ,Policy Compensation s'Company the in forth set scale rating the to annual s'ICL from figures the on based calculated are goals financial measurable The .factors the (Policy Compensation the in forth set list predefined the with accordance in adjusted as ,reports .("List Predefined"
- the to according adjusted as ,income net or/and income operating s'ICL of performance actual the If• will there ,)level budgeted of 60% (level performance threshold the meet not does ,List Predefined .goals financialnon and financial measurable on based is that award STI the of portion 80% the for payout no be
- evaluation qualitative a on based determined be will Target STI s'CEO the of 20% remaining The• this for payout maximum The .Directors of Board and Committee Compensation & HR the by .salaries base monthly three exceed cannot component
- cannot Policy Compensation s'Company the to according CEO the for payout STI maximum The• .million \$1.5 and year such for Target STI s'CEO the of 130% of lower the ,year given any for ,exceed
- employment his per as CPI the to adjustment after 2024 year fiscal for Target STI s'Zoller .Mr• 4.56 NIS of payout STI maximum a with ,)\$959,000 approximately (million 3.5 NIS was ,agreement .(million \$1.2 approximately (million
- HIGHEST-FIVE "see 2024, in payout and performance STI s'Zoller .Mr regarding details For• .below" 2024 IN PAYOUT AND PERFORMANCE STI EARNERS

![](_page_37_Picture_14.jpeg)

# FORTH SET AS ,FORMULA STI) CoB (BOARD THE OF CHAIRMAN EXECUTIVE 2024 IN EFFECT IN POLICY COMPENSATION PREVIOUS THE IN

- level performance 100% a achieving for amount payout the represents CoB the for Target STI The• may year fiscal given any for CoB the for Target STI The .year given a in) targets all of 100% .,e.i( .salary base annual s'CoB the of 120% exceed not
- to according adjusted as ,income net or/and income operating s'ICL of performance actual the If• payout no ,)budget the of 60% (level performance threshold the meet not does ,List Predefined the .plan STI CoB the under made be will
- ICL of level performance the on based be will 30% ,year given any for Targets STI s'CoB the Of• level performance the on 20%; Income Operating ICL of level performance the on 30%; EBITDA be will goals These .Revenues s'ICL of level performance the on 20% and ,Income Net ICL of will goal each of level achievement the and ,year fiscal relevant the for budget s'ICL from derived Compensation s'Company the in forth set scale rating the to according ,independently assessed be the to according calculated are goals financial Such .factors payout into translated then and Policy .List Predefined the with accordance in adjusted as ,reports annual s'ICL from figures
- 150% of lower the ,year fiscal given any for ,exceed not shall CoB the for payout STI maximum The• .million \$1 and Target STI s'CoB the of
- 1.2 NIS was ,payout STI maximum potential his also was which 2024, for Target STI s'Doppelt .Mr• .(\$329,000 approximately (million
- for targets STI the against performance the representing 2024 for score STI overall s'Doppelt .Mr• a represents which ,)\$329,000 approximately (million 1.2 NIS was payout His 139.5%. was 2024, .terms compensation s'Doppelt .Mr under possible payment STI maximum the is and score 100%

# THE IN FORTH SET AS CEO AND CoB OF FORMULAS STI TO AMENDMENTS 2025 COMMENCING EFFECT IN POLICY COMPENSATION NEW

- 9, October on shareholders our by approved was that Policy Compensation New the to Pursuant• out that provide to amended been has formula STI CEO the 2025, for STI the of as effective 2024, goals financial against measured be will 50%-100% between ,Target STI 80% measurable the of Target STI measurable remaining the and ,year fiscal relevant the for budget annual the in included financial-non and financial of list The .goals measurable financial-non against measured be will measurable financial-non for factor payout the ,addition In .unchanged remains goals measurable 100%-125%. between range a to expanded been has CEO the by performance excellent for goals
- the of STI the calculating of purposes for adjustments' goals financial of List Predefined The• for adjustment an includes Policy Compensation New the in year given any for CEO the and CoB geopolitical related including (war ,disasters natural ,pandemics including ,events majeure force against event offensive an ,situations emergency general ,shutdowns and strikes ,)developments of purposes for considered not were that .,etc ,)attacks-cyber including (facilities its against or ICL of as applies adjustment this ,approval shareholders to According .budget annual the determining for 2024 for awards STI the of payout the calculating of purposes for period year reporting 2024 .CEO the and CoB the

![](_page_38_Picture_11.jpeg)

# ,FORMULA STI) CEO AND CoB THE THAN OTHER (OFFICERS EXECUTIVE POLICY COMPENSATION S'COMPANY THE IN FORTH SET AS

 other ,Officers Executive our of bonuses annual ,Policy Compensation s'Company the Under or/and metrics financial measurable on based be may ,Chairman Executive and CEO the than and Committee Compensation & HR our by determined-pre as ,metrics financial-non measurable Compensation & HR The .evaluation qualitative a on based determined or/and ,Directors of Board such for payout STI the that ,year given any in ,determine may Directors of Board and Committee The .Policy Compensation the in forth set payout STI maximum the to subject ,items measurablenon of evaluation qualitative a to according ,part in or whole in ,granted be will Officers Executive shall ,Chairman Executive and CEO the than other ,Officer Executive an for payout STI maximum for Target STI s'Officer Executive the of 225% of lower the ,year fiscal given any for ,exceed not .million \$1 and year such

# (1) 2024 IN PAYOUT AND PERFORMANCE STI EARNERS HIGHEST-FIVE

 senior earning highest five the to payout and performance STI the details table following The 2024. for ICL of officers

| EXECUTIVE<br>OFFICE      | ANNUAL<br>BASE<br>2(SALARY                  | STI)<br>TARGET<br>% | STI<br>TARGET                                | OVERALL<br>SCORE<br>OF<br>TARGET%<br>(3) | STI 2024<br>PAYOUT                          |
|--------------------------|---------------------------------------------|---------------------|----------------------------------------------|------------------------------------------|---------------------------------------------|
| Raviv<br>Zoller          | 3.2 NIS<br>million<br>\$0.88(~<br>) million | ) 4(NA              | 3.5 NIS<br>million<br>\$0.96(~<br>) million  | 116.6%                                   | 4.08 NIS<br>million<br>\$1.12(~<br>(million |
| Elad<br>Aharonson        | NIS<br>million 1.5<br>\$0.41(~<br>) million | 75%                 | NIS<br>million 1.2<br>\$0.33(~<br>) million  | 124.83%                                  | 1.44 NIS<br>million<br>\$0.39(~<br>(million |
| Aviram<br>Lahav          | NIS<br>million 1.5<br>\$0.41(~<br>) million | 75%                 | NIS<br>million 1.1<br>\$0.30(~<br>) million  | 122.6%                                   | 1.38 NIS<br>million<br>\$0.38(~<br>(million |
|                          | NIS<br>million 1.4<br>\$0.38(~<br>(million  | 75%                 | NIS<br>million 1.0<br>\$0.28(~<br>) million  | 123.9%                                   | 1.27 NIS<br>million<br>\$0.35(~<br>(million |
| Philip<br>) 5(Brown      |                                             | 33.33%              | 0.5 NIS<br>million<br>\$0.125(~<br>) million | 200%                                     | 0.90 NIS<br>million<br>\$0.25(~<br>(million |
| Lilach<br>Geva<br>Harel- | NIS<br>million 1.2<br>\$0.33(~<br>) million | 75%                 | 0.9 NIS<br>million<br>0.25(~<br>) million    | 125.5%                                   | 1.11 NIS<br>million<br>\$0.30(~<br>(million |

 .A– Overview Business and Results Financial – 5 Item "in specified as ,income operating and net annual s'Company the to adjustments The and CEO the for goals financials measurable the and threshold STI the calculating of purposes for ,Report Annual 2024 the of" Results Operating the to related charges for adjustments includes This .Policy Compensation s'Company the in List Predefined the with consistent are ,CoB the of purposes for 2024, 31, December ended year the for awards STI to apply ,shareholders the by approved as ,which ,Israel in situation security STI 2024 such calculating of purposes for measures financial the align to order in ,CEO the and CoB the of 2024 for payout STI the calculating .Company the by reported measures financial 2024 the with payouts **(1)**

- 2024. 31, December of as are amounts salary base Annual **(2)**
- including (goals financial-non and financial measurable the of score percentage weighted the represents column this ,officers executive all For .applicable as ,evaluation qualitative and) targets ESG **(3)**
- .CPI the to linked ,amount nominal a as Agreement Employment s'Zoller .Mr in determined was Target STI s'Zoller .Mr **(4)**
- of score overall an represents which ,)million \$0.35 approximately (million 1.27 NIS of payout STI annual his includes 2024 in payout STI Brown .Mr .(million \$0.25 approximately (912,500 NIS of amount the in ,KPIs 2024 defined-pre the for STI additional an as well as ,targets STI his of 123.9% **(5)**

![](_page_39_Picture_11.jpeg)

# OF BOARD DIRECTORS

![](_page_40_Picture_2.jpeg)

## BOARD OUR ABOUT INFORMATION KEY

 than more no and seven than less no have must we ,Association of Articles our to According of Board Our .)directors external our including (Directors of Board our on serving directors 20 pursuant elected directors external two including ,directors 12 of comprised currently is Directors is director external an not is who director A .Law Companies Israeli the of requirements the to following shareholders of meeting general annual next the until office holds and annually elected or resignation earlier her or his until or ,elected was director such which at meeting general the .law applicable or shareholders of meeting general a of resolution a to pursuant removal

 standing are directors external not are who directors serving currently our of all ,Meeting the At ,Aminoach Reem ,Kabla Sagi ,Paz Avisar ,Kaufman Aviad ,Doppelt Yoav namely ,election for hold to each ,Shlomo Shalom and Silverberg Michal ,Lesin Gadi ,Armon Ozer Tzipi ,Reitblatt Lior their of each until and shareholders of meeting general annual next the of close the until office earlier their to due vacated earlier is office any unless ,qualified and appointed duly is successors our at directors as serve to elected were nominees director such All .removal or resignation 2024. in held shareholders of meeting general annual

 to continue will ,Gruber Dafna .Ms and Haran Miriam .Dr ,directors external two our ,Additionally 26, January and 2027, 16, July until terms year-three respective their with accordance in serve .respectively 2028,

 comprised be will Directors of Board our ,Meeting the at elected are nominees director the of all If Israeli the of requirements the to pursuant elected directors external two including ,directors 12 of .Law Companies

![](_page_41_Picture_6.jpeg)

![](_page_41_Picture_7.jpeg)

# BIOGRAPHY DIRECTORS OF BOARD

![](_page_42_Picture_2.jpeg)

## 56 ,Doppelt Yoav

2019 July :Since Chairman Executive 2018 December :Since Director

 as served Doppelt .Mr Previously .Corp Israel of Officer Executive Chief the as serves Doppelt .Mr Executive and ,)KEN :NYSE (company global a .,Ltd Holdings Kenon of Officer Executive Chief the Prior 2017. September to 2014 March from ,company generation power a .,Ltd Power IC of Chairman equity private s'Group Ofer the of Officer Executive Chief and founder the was Doppelt .Mr ,thereto .Mr .sectors technology and equity private the in investments numerous in involved was he where fund Capital XT as known formerly (Investments XT of Officer Executive Chief the as served has Doppelt debt and equity of offerings public several led actively has Doppelt .Mr 2001. since) Tech-Hi Ofer and experience business global and operational extensive has he and ,Europe and US the in offerings Prodalim of and ASA Group AKVA of director a as serves also Doppelt .Mr .companies growth with as and ,)OPC :TASE (.Ltd Energy OPC of Chairman as served Doppelt .Mr Previously .Ltd Investments degree BA a holds Doppelt .Mr .Ltd Melisron of and .Ltd Services Shipping Integrated Zim of director a degree MBA an and ,Technology of Institute Israel - Technion the from Management and Economics in .University Haifa from

![](_page_42_Picture_6.jpeg)

# 54 ,Kaufman Aviad 2014 March :Since Director

 Israel of chairman the ,Ltd Advisory Business Globe One of Officer Executive Chief the is Kaufman .Mr ,companies private other and .Ltd Energy OPC .,Ltd Holdings Kenon of member board a and .,Corp served Kaufman .Mr 2021, July until 2017 From .Ofer Idan .Mr with associated be may which of each Chief as 2017 until 2008 from and LLP) UK (Pacific Quantum of Officer Executive Chief the as .(Limited Advisory Pacific Quantum predecessor its and (LLP) UK (Pacific Quantum of Officer Financial .Ltd Amdocs at roles finance corporate senior different fulfilled Kaufman .Mr 2007, until 2002 From certified a is Kaufman .Mr .KPMG with positions consultancy various held Kaufman .Mr ,Previously of University Hebrew the from Economics and Accounting in degree BA a holds and accountant public .University Aviv Tel from Finance in degree MBA an and ,)distinction with (Jerusalem

![](_page_42_Picture_9.jpeg)

# 68 ,Paz Avisar 2001 April :Since Director

 2021. 3, January until .Ltd Energy OPC of Directors of Board the of Chairman the as served Paz .Mr Chief the as ,that to prior and .Corp Israel of Officer Executive Chief the as served Paz .Mr ,Previously Tel from Accounting and Economics in degree BA a received Paz .Mr .Corp Israel of Officer Financial .(CPA (Israel in accountant public certified a is and University Aviv

![](_page_42_Picture_12.jpeg)

![](_page_43_Picture_1.jpeg)

# 59 ,Gruber Dafna

2022 January :Since Director independent and Law Companies Israeli the under director External rules NYSE the under

 irrigation precision a .,Ltd Netafim of Officer Financial Chief the as served Gruber .Ms ,recently Until Officer Financial Chief held Gruber .Ms ,Netafim joining to Prior 2025. to 2021 from ,company solutions .Ltd Systems Nice 2017, to 2015 from .Ltd Industries Clal including companies various in positions external an as serves currently Gruber .Ms 2007. to 1999 from .Ltd Alvarion and 2015, to 2007 from public certified a is Gruber .Ms ..Ltd Technologies Software Point Check and .Ltd Cellbrite of director .University Aviv Tel from Economics and Accounting in degree BA a holds and accountant

![](_page_43_Picture_5.jpeg)

## 58 ,Lesin Gadi

2021 March :Since Director rules NYSE the and Law Companies Israeli the under Independent

 international an ,")Group Strauss (".Ltd Group Strauss of CEO and President as served Lesin .Mr Lesin .Mr 2018. to 2009 from ,Israel in company food largest the and company beverage and food .change social and global ,economic intense of time a through Group Strauss the led successfully than more ,operations international its strengthened Group Strauss the ,leadership his Under director a as serves currently Lesin .Mr .significantly profits its grew and ,value equity its doubled the on listed both ,Products Consumer Electra in director external an as and .Ltd .M.SH ORIAN in of College Aviv Tel the from ,laude cum ,management business in degree BA a holds Lesin .Mr .TASE .University Gurion Ben from ,laude cum ,degree MBA an and Management

![](_page_43_Picture_9.jpeg)

# 67 ,Reitblatt Lior 2017 November :Since Director rules NYSE the and Law Companies Israeli the under Independent

 Ltd) Israel (Pharm-Super of Board the of Chairman and Officer Executive Chief as served Reitblatt .Mr previously and Amorphical of Board Advisory the of Chairman the as serves Reitblatt .Mr .years 28 for board the of member and .Ltd LifeStyle of Board the of Chairman as ,positions other among ,served in degree BA a holds and ,accountant public certified a is Reitblatt .Mr .Ltd Israel Depot Office of of University the from degree MBA an and University Aviv Tel from Economics and Accounting .Berkeley ,California

![](_page_43_Picture_12.jpeg)

![](_page_44_Picture_1.jpeg)

## 48 ,Silverberg Michal

## 2022 July :Since Director

 Israeli the under qualifications all meets and rules NYSE under Independent one as classified formally not was but Director Independent for Law Companies

 2017. since") NVF ("Fund Venture Novartis the at Director Managing a as served has Silverberg .Ms ,and Ventures Takeda at Partner Senior a as served Silverberg .Ms 2014, from and NVF joining to Prior ,responsibility increasing of roles in Nordisk Novo at worked Silverberg .Ms 2007, from and that to prior serving ,Commercialization Product New and Development Business Director Senior as including in positions held has Silverberg .Ms 1998, Since .team leadership BioPharma the of member a as the (Israel of Scientist Chief the of Office the in including ,industry science life the of sectors various pharmaceutical global and) group investing Tech Hi Brothers Ofer (capital venture ,)program incubator and ,company biotech Israeli an .,Ltd MGVS at positions various including ,companies biotech and a as serves currently Silverberg .Ms .role development business a in .Inc ,Pharmaceuticals OSI at Business and Economics in degree .A.B a holds Silverberg .Ms .companies private several in director MA a and ,Israel ,University Aviv Tel from degree .A.B.M an ,Israel ,University Haifa from Management .York New ,University Columbia from Biotechnology in degree

![](_page_44_Picture_6.jpeg)

# 75 ,Haran Miriam .Dr

2021 July :Since Director independent and Law Companies Israeli the under director External rules NYSE the under

 in years forty over for issues safety and management environmental in involved been has Haran .Dr a – Center Efficiency Resource Israel of chair as serving currently is Haran .Dr .positions key various streamlining by industry of impact environmental the reducing for center consulting and knowledge Sustainable for Center Weitz the of chair as serves Haran .Dr .etc ,water ,energy ,materials raw and electrical of company recycling Israeli major a – I.A.M of member board a and Development .Office s'Minister Prime the in Committee Safety Public the of Chair the as well as waste electronic of Scientist Chief and General Director Deputy ,General Director as served previously Haran .Dr MBA s'College Academic Ono of Head the as well as ,Protection Environmental of Ministry s'Israel ,corporate ,scientific numerous in served has Haran .Dr .Management Environmental in Program Environmental ,Council Consumer Israel the of Chair as served Haran .Dr .organizations public and of Member Board ,)ESC (.Ltd Company Services Environmental The of Member Board ,Consultant Israel for Institute Jerusalem the of Assembly General the of Member and .,Ltd Technologies BGN ,Biotechnology Unikoor at Researcher ,Laboratories .Y.A at Researcher Senior was Haran .Dr .Studies in University Rutgers at Researcher and ,University Hebrew the at Lecturer Senior and Researcher Haran .Dr 2010-2018. between ICL of director external an as served Haran .Dr .Jersey New ,Newark Organic in PhD a and Jerusalem of University Hebrew the from Sciences Natural in .Sc.B a holds .University Brandeis from Chemistry

![](_page_44_Picture_10.jpeg)

![](_page_45_Picture_1.jpeg)

# 62 .Aminoach Reem

#### 2017 March :Since Director

#### Israeli the under qualifications all meets and rules NYSE under Independent one as classified formally not was but Director Independent for Law Companies

 .Mr ,recently Until .Studies Security National for Institute the of director a as serves Aminoach .Mr of partner founding the as and .Ltd Industries Aerospace Israel of director a as served Aminoach brigadier a ,Aminoach .Mr ,service military his In .Co & Aminoach Shtainmetz firm accounting the of Ministry the at Budgets of Head ,IDF the of Forum Staff General the of member a as served ,general ,Previously .Division Budget IDF the of Head and Staff of Chief IDF the to Advisor Financial ,Defense Audit the of Chairman and director as and .Ltd Investments Ofer at director as served Aminoach .Mr Board the of member a as served also Aminoach .Mr .group .Corp Israel the of .,Ltd Zim at Committee a holds and ,accountant public certified a is Aminoach .Mr .Center Medical Hadassah of Governors of (list honor s'Dean ,honors academic (University Aviv Tel from Economics and Accounting in degree BA .University Aviv Tel from Administration Business in degree MBA and

![](_page_45_Picture_6.jpeg)

# 48 ,Kabla Sagi

2016 February :Since Director

#### independent and Law Companies Israeli the under director External rules NYSE the under

 .Mr 2025, March In 2015. December since .Corp Israel of Officer Financial Chief as served has Kabla .Mr as served previously Kabla .Mr .Ltd Investments Prodalim of directors of board the to appointed was Kabla Financial Chief as appointment his to Prior .Ltd Semiconductors Tower and Ltd Refineries Oil of director a responsibilities with .,Corp Israel at roles executive senior various held Kabla .Mr .,Corp Israel of Officer management held Kabla .Mr ,career his in Earlier .relations investor and development business including an holds Kabla .Mr .KPMG of division acquisitions and mergers and finance corporate the in positions in degree .A.B a and) COMAS (Studies Academic Management of College the from Finance in .A.B.M .Israel in Accountant Public Certified a is Kabla .Mr .University Ilan-Bar from Accounting and Economics

![](_page_45_Picture_11.jpeg)

## 59 ,Armon Ozer Tzipi

#### 2020 January :Since Director

#### rules NYSE the and Law Companies Israeli the under Independent

 she ,Lumenis joining Before .Ltd Lumenis of Officer Executive Chief the as serves Armon-Ozer .Ms Senior as served and .Ltd Industries Pharmaceutical Teva of activities market Japanese the headed VP as served also Armon-Ozer .Ms ,Previously .SanDisk at Marketing and Sales of President Vice .Point Check at director a is Armon-Ozer .Ms ,ICL to addition In .MSystems at Manager General& and Finance in degree MBA an and ,Economics in ,laude cum magna ,degree BA a holds Armon-Ozer .School Business Harvard the of graduate AMP an is she and ,University Aviv-Tel from Marketing

![](_page_45_Picture_16.jpeg)

# 47 ,Shlomo Shalom

#### 2024 January :Since Director

#### rules NYSE the and Law Companies Israeli the under Independent

 .sectors private and public the in positions leading various in experience of years 20 over has Shlomo .Mr of director a as and 2023, May since ,Institute Avshalom Haim the of chairman the as serves Shlomo .Mr private the in positions his of part As 2023. August since ,company public Israeli an .,Ltd Refinery Ashdod telecommunications and infrastructure ,energy Israeli to services consulting provided Shlomo .Mr ,sector ,sector public the in positions senior various in served Shlomo .Mr ,addition In .others among ,companies LLB an holds Shlomo .Mr 2023. January until 2021 June from Secretary Cabinet Israeli the as including .Business and Law for Center Academic Israeli the from law in degree

![](_page_45_Picture_21.jpeg)

## DIRECTORS EXTERNAL

 external two least at have to Law Companies Israeli the by required are we ,company Israeli public a As Company the to related not are they that ensure to criteria independence certain meet who directors .shareholder controlling our to or

 and Law Companies Israeli the under" director independent "or" director external "an of definition The are rules") NYSE ("Exchange Stock York New the under" director independent "an of definition the the as qualify also to one as qualifies who director a expect generally would we ,thus and ,similar very possible is it ,identical not are laws .S.U and law Israeli in provided definitions the since ,However .other .other the as necessarily not but one as qualify to director a for

 professional or expertise accounting and financial either have to required is director external An ,Law Companies Israeli the under promulgated regulations relevant the in defined as ,qualifications Our .expertise accounting and financial have to required is directors external the of one least at and expertise accounting and financial have ,Haran Miriam .Dr and Gruber Dafna .Ms ,directors external and expenses of reimbursement to entitled is director external An .regulations such in defined as Companies Israeli the under promulgated Regulations Compensation the in provided as compensation ,indirectly or directly ,us from compensation other any receiving from prohibited otherwise is but Law .thereafter years two for and office of term her or his during

 by meeting' shareholders a at elected be must directors external ,Law Companies Israeli the Under such) i (:met is conditions following the of either that provided ,cast votes the of majority simple a who shareholders and shareholders noncontrolling by cast votes the of majority a includes majority from result not did that interest personal a excluding (election the in interest personal a have not do votes the) ii (or ,abstentions excluding ,)shareholder controlling the with relationship s'shareholder the the in interest personal a have not do who shareholders and shareholders noncontrolling by cast s'shareholder the from result not did that interest personal a excluding (election the opposing election .rights voting aggregate our of 2% exceed not did) shareholder controlling the with relationship company a as and ,each years three of terms three to up for serve may directors external ,Generally Directors of Board and Committee Accounting and Audit our ,NYSE the on traded are shares whose for circumstances certain under terms year-three additional for directors external nominate may as director external an of election for required majority same the by shareholders the by election reelection for Directors of Board our by nominated not is director external an if Even .above described additional two to up for reelection for nominated be may director external an ,term third or second a for provided (rights voting our of 1% least at holding shareholders more or one) a (by ,terms year three ,shareholder a such of relative a or ,"shareholder competing or affiliated "an not is director external the the of time the at shareholder a such with" affiliated "not is and ,appointment the of time the at defined are terms such as ,appointment of date the preceding years two the within or appointment requires director external the of reelection the ,circumstances such In .)Law Companies Israeli the in and shareholders noncontrolling by cast votes the of majority a by shareholders our of approval the that interest personal a excluding (election the in interest personal a have not do who shareholders excluding and shareholder controlling the with relationship s'shareholder the from result not did of 2% exceed must reelection the approving shareholders such by cast votes the and) abstentions election the case which in ,herself or him director external the) b (and; rights voting aggregate our as ,director external an of election initial the for required majority same the by is shareholders the by only expiration to prior terminated be may director external an of office of term The .above described only case each in but ,court a by or ,election for required threshold same the by ,vote shareholder a by director external the if or election for qualifications statutory the meet to ceases director external the if .Company the to trust of duty her or his breaches

 of power exercises that Directors of Board the of committee each ,Law Companies Israeli the Under be must directors external all and director external one least at include must Directors of Board the .Committee Compensation and Committee Audit s'Company the of members

 July on commenced term year-three second whose ,Haran Miriam .Dr :directors external two have We 2025. 27, January on commenced term year-three second whose ,Gruber Dafna .Ms and 2024, 17,

![](_page_46_Picture_8.jpeg)

## REVIEW EFFECTIVENESS BOARD

 fundamental the recognizes and improvement continuous to committed is Directors of Board Our our that ensuring in play process evaluation committee and Directors of Board robust a role assessment confidential a conduct Directors of Board the of members the ,process evaluationself annual the In .effectively functions and composition optimal maintains Directors of Board .relevant as ,committees its and Board the of composition and oversight risk ,performance the of overall and effectiveness the reviews Directors of Board the ,process evaluation the of part As ,structure leadership board ,tenure director including ,Directors of Board the of composition meetings of advance in distributed materials the of scope and quality the ,sets skill and diversity Directors of Board the ensure to ,operations and executives Company to access s'board the and After .success future for Company the positions and shareholders of interests best the serves ,function secretariat corporate the with conjunction in ,committees and board the ,evaluations the identify to and process evaluation the during presented issues any upon improve to work conducted is evaluation-self formal this While .improvement further to lead may that opportunities Directors .year the throughout process ongoing an is process evaluation the ,basis annual an on whether ,year the throughout suggestions and ,feedback ,perspectives their share continuously .otherwise or sessions executive s'board the during

## TRAININGS' DIRECTORS & BOARDING ON DIRECTOR NEW

 to aimed ,directors new for program onboarding robust and tailored a has Company The and governance ,structure s'board the as such ,topics key with directors new the familiarize and objectives strategic s'Company the ,structure organizational s'Company the ,responsibilities ,overview market and environment business s'Company the ,)KPIs (indicators performance key into take to tailored and formalized is program The .proceedings legal and reporting financial of responsibilities committee expected and experiences ,backgrounds unique the account public s'Company the of overview educational an includes program The .director new each ,presentations investor ,documents governance ,filings regulatory ,website including ,disclosures new the for meetings schedule we ,addition In .materials budget term-long and annual and insights business gain to leaders business and executives key ,directors other with directors onboarding Additional .operates it how and board the of culture the and ,Company the about onboarding ongoing an foster to year the throughout calendared are) visits site as such (activities among ,include which ,plans term-long and annual to according operates board The .program ,governance ,sustainability ,change climate as such (issues various on trainings ,things other business the on sessions educational to addition in ,).etc ,trends people ,HR ,compliance .topics other and ,compliance ,view competition ,products our ,environment

![](_page_47_Picture_5.jpeg)

![](_page_47_Picture_6.jpeg)

# COMMITTEES BOARD

 accordance in operate which ,committees following the established has Directors of Board Our ,structure s'committee such ,things other among ,forth set that procedures or charters written with .authorities and responsibilities ,requirements membership and qualification ,operations of manner

| COMMITTEE<br>NAME                                                                                                              | MAIN<br>RESPONSIBILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | COMMITTEE<br>MEMBERS                                                                              |
|--------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
| AUDIT<br>&<br>ACCOUNTING<br>(1)<br>Statutory<br>committee                                                                      | •<br>Identifying<br>and<br>addressing<br>flaws<br>the in<br>business<br>management<br>the of<br>Company<br>Review•<br>and<br>approve<br>interested<br>party<br>transactions<br>;<br>determine<br>criteria<br>for<br>classification<br>and<br>approval<br>of<br>interested<br>party<br>transactions<br>•<br>Establishing<br>whistleblower<br>procedures<br>•<br>Overseeing<br>the<br>Company<br>internal s'<br>audit<br>system<br>the and<br>performance<br>of<br>internal its<br>auditor<br>•<br>Appointment<br>,<br>compensation<br>,<br>oversight<br>scope and<br>work of<br>assessment<br>the of<br>Company<br>s'<br>independent<br>accounting<br>firm<br>•<br>Monitoring<br>s'ICL<br>financial<br>statements<br>the and<br>effectiveness<br>its of<br>internal<br>controls<br>Ensure ><br>the<br>Company<br>s'<br>compliance<br>with<br>and legal<br>regulatory<br>requirements<br>and<br>adherence<br>to<br>corporate<br>governance<br>best<br>practices<br>•<br>Overseeing<br>risk s'ICL<br>management<br>,<br>including<br>monitoring<br>the<br>activities<br>to<br>manage<br>and<br>mitigate<br>the<br>identified<br>risks                                                                                                         | Dafna<br>Gruber<br>(Chair(<br>Miriam .Dr<br>Haran<br>Lior<br>Reitblatt<br>Gadi<br>Lesin           |
| HUMAN<br>RESOURCES<br>(2)<br>&<br>COMPENSATION<br>Statutory<br>committee                                                       | •<br>Recommending<br>the to<br>of Board<br>Directors<br>policy a<br>governing<br>the<br>compensation<br>officers of<br>and<br>directors<br>on based<br>specific<br>criteria<br>•<br>Recommending<br>the to<br>of Board<br>,Directors<br>time from<br>time to<br>updates ,<br>to<br>such<br>compensation<br>policy<br>•<br>Reviewing<br>the<br>implementation<br>the of<br>compensation<br>policy<br>•<br>Deciding<br>whether<br>to<br>approve<br>transactions<br>with<br>respect<br>terms to<br>office of<br>and<br>employment<br>officers of<br>and<br>directors<br>which (<br>require<br>approval<br>the by<br>compensation<br>committee<br>under<br>Israeli the<br>Companies<br>(Law<br>•<br>Approving<br>under ,<br>certain<br>circumstances<br>an ,<br>exemption<br>from<br>shareholder<br>approval<br>the of<br>a of terms<br>candidate<br>chief for<br>executive<br>officer<br>who (<br>meets<br>certain<br>-non<br>affiliation<br>in ,criteria<br>accordance<br>the with<br>provisions<br>of<br>Israeli the<br>Companies<br>(Law<br>•<br>Overseeing<br>the<br>Company<br>bonus s'<br>equity and<br>plans<br>•<br>Overseeing<br>evaluation<br>top of<br>management<br>and<br>employees<br>•<br>Overseeing<br>succession<br>planning | Dr<br>Miriam .<br>Haran<br>(Chair(<br>Dafna<br>Gruber<br>Lior<br>Reitblatt                        |
| CLIMATE<br>,<br>SUSTAINABILITY<br>&<br>COMMUNITY<br>RELATIONS<br>(3)<br>Not<br>statutory<br>committee<br>,<br>advisory<br>only | •<br>Overseeing<br>ICL<br>,climate s'<br>sustainability<br>,safety ,<br>environment<br>water and<br>management<br>related<br>and risks<br>opportunities<br>targets ,<br>policies ,<br>and<br>programs<br>•<br>Overseeing<br>s'ICL<br>community<br>outreach<br>programs<br>public ,<br>relations<br>and<br>advocacy<br>•<br>Overseeing<br>diversity<br>and<br>inclusion<br>aspects<br>the in<br>Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Dr<br>Miriam .<br>Haran<br>,Chair (<br>Environmental<br>(Expert<br>Sagi<br>Kabla<br>Gadi<br>Lesin |
| FINANCING<br>COMMITTEE<br>(4)<br>Not<br>statutory<br>committee<br>,<br>advisory<br>only                                        | Overseeing<br>s'ICL<br>financing<br>and<br>equity<br>management<br>and<br>operations<br>,<br>including<br>loans<br>equity ,<br>offerings<br>hedging ,<br>debt ,<br>other and<br>financial<br>vehicles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Sagi<br>Kabla<br>(Chair(<br>Aviad<br>Kaufman<br>Paz Avisar<br>Dafna<br>Gruber                     |

![](_page_48_Picture_4.jpeg)

#### COMMITTEE ACCOUNTING AND AUDIT 1

 and criteria independence certain meet who directors three least at of consist must Committee Audit the ,Law Companies Israeli the Under to addition In .director external an be to required is Committee Audit the of Chair The .directors external s'Company the of all include must to applicable requirements composition the with complies also Committee Accounting and Audit our ,law Israeli of requirements the meeting ,directors independent are Committee Accounting and Audit our of members All .rules SEC with and NYSE the on listed are that companies .S.U the of members the of all that determined has Directors of Board Our .requirements listing NYSE the and rules SEC in defined is term such as .rules NYSE the in provided as literate financially are Committee Accounting and Audit

#### COMMITTEE COMPENSATION AND RESOURCES HUMAN 2

 criteria independence certain meet who directors three least at of consist must Committee Compensation the ,Law Companies Israeli the Under Compensation the of Chair The .members its of majority a constitute to required are who ,directors external s'Company the of all include and with accordance in service their for remunerated are Committee Compensation the of members The .director external an be must Committee are Committee Compensation and HR our of members All .directors external of compensation the govern which ,Regulations Compensation the .rules SEC and requirements listing NYSE the in defined is term such as directors independent also

#### COMMITTEE RELATIONS COMMUNITY AND SUSTAINABILITY ,CLIMATE 3

 our of power any exercise to authorized not is and committee statutory a not is Committee Relations Community and Sustainability ,Climate Our .only authority advisory has and Directors of Board

#### COMMITTEE FINANCING 4

 advisory has and Directors of Board our of power any exercise to authorized not is and committee statutory a not is Committee Financing Our .only authority

 part As .matters regulatory on focused committee new a establish to resolved Board the 2025, 18, May on held meeting Directors of Board the At the in expected changes regulatory significant for preparedness s'company the ,things other among ,oversee will committee the ,mandate its of in concession new a allocating for processes the and concession Sea Dead the of expiration the to related preparations including ,years coming :members four of composed is It .authority making-decision hold not does and Board the to body advisory an as serves committee The 2030. .needed as or quarterly convene will committee The .Aminoach Reem and ,Haran Miriam .Dr ,Armon-Ozer Tzipi ,)Chair (Shlomo Shalom

# 2024 IN ATTENDANCE MEETINGS' COMMITTEES AND BOARD

| BOARD<br>MEMBER      | BOARD<br>MEETING | & AUDIT<br>ACCOUNTING<br>COMMITTE | HR<br>&<br>COMPENSATION<br>COMMITTEE | ,CLIMATE<br>SUSTAINABILITY<br>AND<br>COMMUNITY<br>RELATIONS<br>COMMITTEE | FINANCING<br>COMMITTE |
|----------------------|------------------|-----------------------------------|--------------------------------------|--------------------------------------------------------------------------|-----------------------|
| Yoav<br>Doppelt      | 19/19            |                                   |                                      |                                                                          |                       |
| Aviad<br>Kaufman     | 19/19            |                                   |                                      |                                                                          | 2/2                   |
| Avisar<br>Paz        | 19/19            |                                   |                                      |                                                                          | 2/2                   |
| Dafna<br>Gruber      | 18/19            | 10/10                             | 8/8                                  |                                                                          | 2/2                   |
| Gadi<br>Lesin        | 19/19            | 10/10                             |                                      | 5/5                                                                      |                       |
| Lior<br>Reitblatt    | 19/19            | 10/10                             | 8/8                                  |                                                                          |                       |
| Michal<br>Silverberg | 19/19            |                                   |                                      |                                                                          |                       |
| Miriam<br>Haran      | 19/19            | 10/10                             | 8/8                                  | 5/5                                                                      |                       |
| Reem<br>Aminoach     | 15/19            |                                   |                                      | 4/5                                                                      |                       |
| Sagi<br>Kabla        | 18/19            |                                   |                                      | 5/5                                                                      | 2/2                   |
| Ozer Tzipi<br>Armon  | 19/19            |                                   |                                      |                                                                          |                       |
| Shalom<br>Shlomo     | 19/19            |                                   |                                      |                                                                          |                       |

#### ,Directors of Board the of Order By

.Adv ,Landman Aya & Officer Compliance Chief ,VP Secretary Corporate

2025 17, July

![](_page_49_Picture_15.jpeg)

# 2024 YEAR FULL MEASURES IFRS-NON OF RECONCILIATION – A APPENDIX

### FLOW CASH FREE AND EBITDA ADJUSTED OF CALCULATION

| Calculation<br>of<br>Adjusted<br>EBITDA<br>) M\$US (                                                                    | 24'FY   | 23'FY   |
|-------------------------------------------------------------------------------------------------------------------------|---------|---------|
| Net<br>income                                                                                                           | \$407   | \$687   |
| Financing<br>expenses<br>net ,                                                                                          | \$140   | \$168   |
| on Taxes<br>income                                                                                                      | \$172   | \$287   |
| Less<br>in Share :<br>earnings<br>-equity of<br>accounted<br>investees                                                  | (\$1)   | (\$1)   |
| Operating<br>income                                                                                                     | \$775   | \$1,141 |
| Depreciation<br>and<br>amortization                                                                                     | \$596   | \$536   |
| Adjustments<br>(1)                                                                                                      | \$98    | \$77    |
| Adjusted<br>EBITDA                                                                                                      | \$1,469 | \$1,754 |
|                                                                                                                         |         |         |
| Calculation<br>Free of<br>Cash<br>Flow<br>) M\$US (                                                                     | 24'FY   | 23'FY   |
| flow Cash<br>from<br>operations                                                                                         | \$1,468 | \$1,710 |
| Additions<br>,E&PP to<br>intangible<br>assets<br>and ,<br>dividends<br>from<br>-equity<br>accounted<br>investees<br>(2) | (\$710) | (\$777) |
| Free<br>flow cash                                                                                                       | \$758   | \$933   |

as well as expenses settlement other and dispute ,proceedings legal ,acquisitions from costs transaction and items related Divestment) 1( .costs restoration and closure for provision ,assets of disposal and impairment

.(E&PP (equipment and plants ,property of sale from proceeds includes Also) 2(

## DILUTED ADJUSTED ,ATTRIBUTABLE ,INCOME NET ADJUSTED OF CALCULATION EBITDA ADJUSTED TO DEBT NET AND") EPS ("SHARE PER EARNINGS

| Calculation<br>of<br>adjusted<br>net<br>income<br>attributable<br>) M\$US (                                            | 24'FY   | 23'FY   |
|------------------------------------------------------------------------------------------------------------------------|---------|---------|
| Net<br>,income<br>attributable                                                                                         | \$407   | \$647   |
| (1)<br>Adjustments                                                                                                     | \$98    | \$77    |
| tax Total<br>adjustments                                                                                               | (\$21)  | (\$9)   |
| Adjusted<br>net<br>,income<br>attributable                                                                             | \$484   | \$715   |
|                                                                                                                        |         |         |
| Calculation<br>of<br>Adjusted<br>Diluted<br>Earnings<br>Per<br>Share<br>,M\$US(<br>excluding<br>per<br>share<br>) data | 24'FY   | 23'FY   |
| Adjusted<br>net<br>,income<br>attributable                                                                             | \$484   | \$715   |
| Weighted<br>average-<br>number<br>diluted of<br>ordinary<br>shares<br>outstanding<br>in(<br>(millions                  | \$1,290 | \$1,291 |
| Adjusted<br>diluted<br>earnings<br>per<br>(2) share                                                                    | \$0.38  | \$0.55  |

as well as expenses settlement other and dispute ,proceedings legal ,acquisitions from costs transaction and items related Divestment) 1( .costs restoration and closure for provision ,assets of disposal and impairment

 ordinary diluted of number average -weighted by attributable income net adjusted dividing by calculated is EPS diluted Adjusted) 2( .outstanding shares

.offs set and rounding to due up add not may Numbers :Note

![](_page_50_Picture_11.jpeg)