ICL Group Ltd.

Annual Report • Jun 3, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K/A (Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd. Millennium Tower 23 Aranha Street P.O. Box 20245 Tel Aviv, 61202 Israel (972-3) 684-4400 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

ICL GROUP LTD.

EXPLANATORY NOTE

ICL Group Ltd. (the "Company") is filing this Amendment No. 1 to amend its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the "SEC") on May 31, 2024 (the "Original Report"), which contained the Company's Notice and Proxy Statement for the 2024 Annual General Meeting of Shareholders of the Company (collectively, the "Proxy Statement") to be held on July 17, 2024, at 10:00 a.m. (Israel time) (the "Meeting"). This Amendment No. 1 is being filed solely for the purpose of updating the Board of Directors' skills matrix included in the Proxy Statement, which inadvertently omitted to indicate certain skills of Dr. Miriam Haran, who is being nominated at the Meeting for re-election to serve as an external director, within the meaning of the Israeli Companies Law, 1999, for a second three-year term. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, restate, or update information contained in the Proxy Statement or the Original Report (or in any of the exhibits thereto), or reflect any events that have occurred after the Original Report was originally furnished to the SEC.

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

AICL -

DEAR SHAREHOLDER,

You are cordially invited to attend ICL Group Ltd.'s ("ICL") 2024 Annual General Meeting to be held on Wednesday, July 17, 2024, at 10:00 a.m. (Israel time). The notice of the meeting, as well as items of business ond voting instructions, are included in this document.

l would like to take this opportunity and provide an update on the recent developments at ICL and the broader context in which we operate.

The past few months have presented us with a unique set of challenges, particularly in the fourth quarter. due to the war in Israel. Despite these adversities, I am pleased to report that our efforts to minimize disruption and maintain production levels have been successful. Additionally, the mojority of our employees who had been colled up for military reserve service, have now resumed their full-time roles at ICL.

Despite these external factors, we were able to effectively manage those areas within our control, while swiftly reacting to a changing external environment throughout 2023. Our team did an excellent job managing our supply choin amidst war, political tensions and market volatility. We also continued to gain efficiencies and drive down costs across the business.

As a result, we were able to deliver a solid performance in 2023, following a record year in 2022. For the full year, we reported sales of \$7.5 billion with adjusted EBITDA of \$1.8 billion". We also generated operating cosh flow of more than \$1.6 billion and \$818 million of free cash flow, reflecting our continued focus on cashgeneration.

For 2023, we delivered \$0.55 of adjusted earnings per share and distributed an annual dividend of \$0.27 pershare, in accordance with our long-standing policy to pay out up to 50% of adjusted net income to our shareholders.

Our efficiency and cost savings initiatives, which we put in place early in 2023, delivered ahead of plan. While we made some tough decisions to better position ourselves for the future, we also maintained our focus on expanding our strategic partnerships. As a result, we goined market share across some of our key specialtiesbusinesses. We also expanded into additional new end-markets, with the groundbreaking of new advanced facilities and the lounch of new innovative products, which will have a long-termimpact on growth.

In conclusion, I would like to express my sincere gratitude for your continued support during these difficult. times. I am confident that ICL will navigate these challenges and continue to build on its success.

sures and the missions we a present as mainstances and mainsmonit and sure y None 05 tim and for the light annied General formering and Appressive brances of

AICL

ITEMS OF BUSINESS

The following items of business will be covered, as more fully described in the accompanying proxy statement 11/01 - Rection of Your Porcest. Avipa Koufmon, Avisor Poz.
Sagi Kablo, Reen Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Codi Les
Sgi Kablo, Reem Aminoach, Lior Reitblatt,

as of the date of the Meeting, until the next annual general meeting of
shareholders of the Company or until any of their earlier resignation or

างงาl: 1 emovel.
2. Revelection of Dr. Miriam Haran as an external director (within the meaning

of theis; as a lease and three-year to the com;
3. Approvid at an omendment to the Compony's Articles of Association in order to
allow for indemnification and insurance of di

1. Subet sa the operation of on onemanent to the Economic to the exemption.
   ts urecte criscolao undertosimoletter issued by the Comments of
   with coses construction of Kem

WHO IS ELIGIBLE TO RECEIVE NOTICE AND VOTE

Prouer of ecodor or chercoso the loss of the Recomment. 2020. Personalistica
receivers en orience provents and more of the Processor enconcerner in the contractive contract

HOW CAN YOU VOTE

TTLE WARD POST PROPERT PREPART PLAND PARAT PARETAL PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PARA PAR INFORMATION

af record and attend the Meeting, you may revoke your proxy lif previously submitted) and vote in person. Beneficial bolders: lfyour shares reheidings to throkers are at by obenter of neminee, you
are considered the beneficial prove stores held in "street more renerische
provid

broker, bank, or nominee that holds your shares, giving you the right to vote the shares at the
Meeting. Mecting.
Shores Traded on the TASE: If you nold your shores through a member of the TASE, you may
vote your shores in person or by delivering or malling (via registered mail)

of the israel Securities Authority (TSA')) to the offices of the Compony not less than
four hours prior to the time scheduled to the March of Serings
through minting at the T

applicableTASEmember.os.requiredbythelscoplicsRegulotions(Proot
of Dwnership of Shores for Voting at General Meeting) of Zoulers and Childers (Provincially Vict
the ISA's ele

the Meeting. Sharehalders should receive instructions about electro
voting from the TASE member through which they hold their shares

Shareholders

NOTICE OF MEETING

The 2024 Annual GeneralMeeting of

At the offices of the Compony, Millennlum
Towelt, 25ArpnhusStreet,
Wednesday, July 17, 2024

10:00 om (isreetime)

ADDITIONAL

Pool Coordinoron (Misiana Tomas Tarry Tower, ES Reviest

By Order of the Boord of Directors, Ayo Landman Resears,
Ayo Landman Ayo Landman Ayo Landman Carat Carat Carat Carat Carat Carat Caratan Caratar Partale
May 31, May 31, May

3/40

Corporate Se

AICL

CI CONUPLITY PROXY STATEMENT

2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Proxy Statement is the holers of Luinary Shores, par vines Incertify "Christ", at Chrines", and Chires", and Chies", and Chirectors of the Chinan
(the "Board of Directors at any postponement or odlournment thereaf, pursuant to the accompanying Notice of 2024 Annual Ceneral Meeting of ated placementered concerter. Concerner (scellim), at treelliers of he Compony, Millenium Tower.)
Shorehoment (relation) (coludic no more in ether (htme) (htms) (he mark man intend to participate in the meeting via Mcrosoft Teams, we recommendloggingin at least fifteen minutes before the
Meetingtoensure that you are loggedin when the Meeting sta

DICLAIMER AND SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This This proxy statement may contain forward-looking statements within the menning of the United States Private "anticipate," "intend," "plan." "estimate," "strive," "target," "up to, " "expansion," or similar expressions are used, the Company is making forward-looking statements. Such farword-looking statements may limited to, thass thit discuss stroles gols, the risel only be assures intibition in the more tem beliem beliens finacidi
t the discuss sonte resident minutes estsing or nibitions in new curse could be impocted or be subject to various risks and uncertainties. Including those discussed in the "Risk Faction and elsewheren our boort or for ho morth of the year ender 3.023 flecter in one firstered Secter beces 3 coarter.
elsewheren burnen line it be the your the U.S. Scurties on the time. Therefore, actual results, performance or ochievements of the Company could differ materially from those described in or implied by such farward-looking statements due to various factors, including, but not limited to risk factors discussed under Item 3 - Key internet nother the 202 Annual Report. Forward believe the on carter on cased the onte order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Readers, listeners and viewers are cautioned to consider threse risks and uncertainties and to not place unduct reliance on such information. Forward views are contacts carager this one oncerner of turne performance or soles mail more on sommond.
looking student should results grounder of future performance or results on

NON-IFRS FINANCIAL MEASURES

Included in this proxy statement ore financial measures that are not prepared noccordance with International Financial
Reporting Standards ("IFRS"), such as EBITDA adjusted shareholders, diluted adjusted earnings per share and net debt to adjusted EBITDA. which were designed to complement the financial information presented in accordance with IFRS. Our monggement uses these non-IFRS measures to evoluate the (investors business present performance. Weblines these mories provides provided liste end lefe encreased liste end net en arte certer let lefe enterences
investors they in os supplemental to, and not superior to, financial measures provided in accordance with IFRS. Other compories may colculate simlan') fitled non-lFRS financial mensirs differently the news in the moralix for the nov-li-Rhondix of this prox
statement for additional information about such non-lintler IFRS.

ICL PROXY SUMMARY

This summory highlights certain information that you should consider before voting
on the proposals to be presented at the Meeting. This summary doesnotcontain oll of ontale proposals to be presented on the material you should read the contain
the information that you should consider, and you should read theentire Proxy
Statement and our 2

THE 2024 ANNUAL MEETING OF SHAREHOLDERS

DATE: July 17, 2024 TIME: 10:00 o.m. Isroel Time
VIRTUAL MEETING : at this link
RECORD DATE : June 10, 2024

AICL

WHERE TO FIND INFORMATION

CORPORATE WEBSITE: www.icl-group.com INVESTOR WEBSITE: https://investors.icl-group.com
2023 ANNUAL REPORT: https://investors.icl-group.com
2023 ANNUAL REPORT: https://s27.g4cdn.com/11210938

VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS

Re-election of ten directors to serve until the next onnual general meeting of 20 FOReach director shareholders of the Company or until any of their earlier resignation or removal 2 Re-election of Dr. Miriam Horon to serve os an external director, within the meaning of FOR 20 the Israeli Companies Law, 1999, for a second three-year term.
3 Approval of an amendment to the Company's Articles of Association in order to allow 21 for indemnitication and insurance of our directors and officers under the israeli FOR Economic Competition Law. 1988
A Subject to the approval of Proposal 3, approval of on amendment to the exemption, 21 FOR insurance and indemnification undertaining letter issued by the Company to each of its directors and afficers to clindemnification and insurance in connection with proceedings under the Israeli Competition Law, 1988
5 Reoppointment of Somekh Chaikin, a Member Firm of KPMG International, as the FOR Company's independent auditor until the next onnual general meeting of shareholders of the Company

AICL

EXECUTIVE SUMMARY

6/40

EXECUTING OUR STRATEGY

In 2024. ICL will remain focused on executing our five-year plan.
leveraging new opportunities in our specialties businesses,
with consistent cost discipline, and resolve with consistent coac nacibinations on otesoner to deliver
in specialty/downstreamble moutlements of memor
in specialty/downstreamble morestimes marting manufacture
magersific

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TARGETING GLOBAL LEADERSHIP ACROSS SPECIALTIES BUSINES BUSINESSES
ACROSS SPECIALTIES BUSINESSES
Expanding long-term specialties focus & incredsing copocity to
enoblegrowthinsbecialties

200

FOCUS ON IMPACT BASED ON SUSTAINABILITY CHALLENGES Committing to challenging ESG KPI's, os well as driving
ICL's diversity and inclusion

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EXPANDINGICL'SINNOVATION CULTURE ANDECOSYSTEM (ICLONA) Investing in R&D to innovate and expand
our specialty product portfollo

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DRIVE COLLABORATION AND PARTNERSHIPS TO BENEFIT ALL OUR STAKEHOLDERS Maintaining focus on long-term customer
relationships and a sustainable supply chain

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OPTIMIZE CAPITAL ALLOCATION Continued focus on cash generation, and generating
returns to our shoreholders while capitalizing on business
expansion opportunities, bosed on a strong bolonce sheet

BUSINESS DEVELOPMENTS DURING 2023

Theounder the fiscal very of 2023 with a pricules employer and Counts and Counts and Counts and Counts and Counts and Counts and County of County of Collection
Procluments co

For the entire year, we reported some in the und out sted the ond only steat entral of
St Bellion, Westerning Street in one only for winner and met met men ment of the counte

l n 2023 we delivered Sol adjust ed outstanding on astributed on annual
a visit of the only of control on the more on ontroller in model
and statematics and one one only of

We concluded 2023 with fourth-quarter sales of \$1.7 billion and adjusted EBITDA of \$357 million. Although sales experienced a year-over-year decline as anticipated, they
exhibited anincrease compared to2021.

FINANCIAL PERFORMANCE 2023
USSM ex Per share	FY22	FYPS
Sales	\$10.015	57.536
Net income, attributable to the Company's shareholders	52.159	S647
Adjusted net income, attributable to the Company's shareholders	52.350	5715
Dilutedearnings pershare	51.67	\$0.50
Adjusted diluted earnings pershare	51.82	50.55
Adjusted EBITDA	\$4,007	51.754
2023 NON-FINANCIAL PERFORMANCE
USSM ex Per share	FY 22	FY 73
GHG Emissions	2,407	2,288
Incident Rate	0.62	0.70
Percent of women in senior leadership	23%	25%
Community investment	514.5	57.1

11

AICL

CORPORATE GOVERNANCE HIGHLIGHTS

Wearededicated to upholding the
highest standards of corporate governance, recognizing its fundamental role in guiding our operations and shaping our
ethical framework. Guided by our mission of - 'doing the right thing, in the right way, everyday'.
our commitment extends
beyond compliance; it reflects our dedication to fostering a culture that prioritizes integrity. ealth o conduct, transparency and
accountability in all aspects of our business proctices. By embedding robust governance systems and principles, we aim to not only meet.
but exceed, the expectations of our
stakeholders. This commitment underscores our mission to Impact for a Sustainable Future, driving us to integrate sustainability
intoevery aspect of our decisionmaking processes, while ensuring transparency, responsibility, and value creation.

Our Board of Directors oversees the management of ICL's business. We have robust governonce systems
in place, encompassing policies and processes that delineate the roles and responsibilities of both our Board and the Senior Management
team. Presented in this page key highlights of these practices and policies.

BOARD GENDER DIVERSITY

EXTERNAL & INDEPENDENT DIRECTORS

% OF INDEPENDENT DIRECTORS

Assuming all of the director nominees
(including the externoldirector
momineer) of the externoldirector
mominners of our of 12 of
independent independent

None of our director

nominees sit togetheron
the board of directors
of any otherpublic company.

DIRECTOR MEETING
ATTENDANCE

97% Attendance ot all 2023 Boordel
Dirvictors miletings (excluding Mr.)
Ovadio Eli who concludied his traure
os on ICL director on May ID, 2025)

BOARD OF DIRECTORS ELECTIONS At each annual meeting of

short on dess of iCL eacher rector,who
is not onliners of iCL eactor insector installer of a
ls me villaw, is niected in photophilice for a
l L

The Boord includes 6 new directors who have joined since 2020.

ANNUAL BOARD OF DIRECTORS
EVALUATIONS nnual self-evaluationsare
inducted by our Board of

NEW DIRECTORS ON-BOARDING & DIRECTORS TRAININGS

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

CLIMATE, SUSTAINABILITY & COMMUNITY ENGAGEMENT

We are committee topinsters we policity a
aperations committee and policies and policing and the comments
apermit commission programmentales
Community and Summission min

ASDIRECTOR Youv Doppelt ದ್ದಾ (chairman of the Board) Aviad Kaufman ਨੂੰ Avisar Paz 67 Liar Reitblatt 66 Reem Aminoach ee 27 Sagi Kabla TzipiOzer Armon SB 57 Gadi Lesin Michal Silverberg 47	December 2018 ond as CoB since July 2019 March 2014 April 2001 November 2017 March 2017 February 2016 January 2020	UNDER THE COMPANIES LAW 0 0 C V D	UNDER THE NYSERULES V	ALA	COMP	ડિટ FIN
			V			0
		3				0
		V	V
	March 2021	V	V			0
	July 2022	L	V
Shalom Shlomo 46	January 2024	V	V
	Our External Director standing for reelection at the AGM
74 Dr. Miriam Haran	July 2021	V	V
	Our additional External Director (not standing for reelection at the AGM)
ਟੂਰ Datna Gruber	January 2022	V	V		0
The Board will assess Mr. Pag's independence in July 2024. classified as ones. Comp - HR&Compensation Committee Fin-Financing Committee	(") The Boardexpects.Mr. Pazz obegin to quality as an independent director under WiSE corporate governance rules in July 2024. ("") Mr. Roem Aminoach and Ms. Michal Siverberg meet cliqual frications under the Componiss Law for integrendent Director but were not formsally AGA . Audit & Accounting Committee CSC . Dimote: Sustainobility & Committee Committee Char			I * Committee Member

AICL -

10

BOARD OF DIRECTORS SKILLS MATRIX

The Company's Board of Directors has adopted guidelines for institutionalizing and improving the structure and composition of the Board of Directors, reflecting, among other things, the Company's ambition to maintain a diverse composition of its board of directors, which represents diverse backgrounds, expanding skillsets and experience, and encompasses a wide range of special expertise, such as high-level managerial experience in a complex organization; strong global experience; \$kills ond experience in dealing with complex issues experience with strategy setting; experience in managing global businesses, workingwith emerging markets and business development experience in high-volume businesses; experience in corporate
governance, sustainability and environment alsk management

The quidelines further include quiding principles for the appointment of external directors in the Company. In addition, the Company strives to have a board of directors comprised of directors with the following expertise: industry expertise: corporate governance expertise; environmental, biodiversity and climate expertise; logistics and operational expertise and safety
expertise.

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

Further information regarding the composition of our Board of Directors is detailed hereunder in our Board competence profile matrix:

	oav Doppel
	Decutive Chairma	Kaufman DOM:	AVISON Paz	Reitblatt LIOT	Aminooch Reem	Sagi Kablo	Tzipl Ozer Armon	Lesin Gadi	Or, Mirlam Haran	Gruber dafna	Silverberg Michal	Shalom Shiomo
Leadership experience in managing companies, associations and networks	V	V	V	V		(V	>	>	V	V	>
Industry/Commercial expert	V	V	V			V		V	V	V
other economic sectors	V	V	V	V	V	>	V	V	V	>	S
Finance, financial reporting, law and compliance	>	V	V	V	V	V	V	V		V	>
Sustainability topics						>		>	V	V
Accounting and auditing, sustainability reporting and risk management	V	V	V	V	V	V	V	V	V	V	>
Innovation, research & development and technology	V					>		V		>	>
Digitalization, IT, business models andstart-ups	V		V	V		>				V	>
Human resources, society, communications and themedia	>									V
			6	ರ	0	C	O

• 10/40

ﺍﻟﻤﺘﺤﺼﻞ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺮﺍﺟﻊ

WHO CAN VOTE

o the Centre of on to votes provent of province or popularers or postoment theres. I
youre chales to ordenos or proposes and concerners collections of the colliocoline collec

DUTSTANDING ORDINARY SHARES

ere 1.314.471.225 Ordinary Shares outstanding on May 28, 2024.

MATTERS TO BE VOTED ON

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

Re-election of Youv Doppelt, Avlad Kaufman, Avisor Paz, Sagi Kabla, Reem Aminoach, Lior Reliblatt, Tzipi Ozer Armon, Godi Lesin, Michal Silverberg and Shalom Shlomo to serve as directors, effective as of the Meeting, until the next annualigeneral meeting of shareholders of the Company or untillany of their earlier resignation or remaval;

Re-election of Dr. Miriam Horan ta serve as an external director of the Company, within the meaning of the Israeli Companies. Law, 1999 (the "Israeli Companies Law"), for a second three-year term;

Approval of an amendment to the Company's Articles of Association, to allow for indemnification and insurance of directors and officers under the Israeli Economic Competition Law. 1988 (the "Israeli Competition Low");

n Subject to the sporoval of Proposal of the memendent to the exemption, insurance mill internalication
undertaking letter issued by the Company to each of incers to ollow f

T Reoppintment of Somekh Chalin, a Member Firm of KPMC International, as the Company's independent auditor until I he
next annual general meeting of shoreholders of the Compa

At the Meeting, following the matters to be voted on as detailed above, we will also present and discuss our quilted firancial Activeling nille will be note on on once on one one one one contrans on oacara or boaco na bucaca na banca na banca na banca na banca na banca na bana na manana na sana na ma lisa.gov.ll

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

QUORUM

proprisidate haldra in 1998 generalize valimpune internament in terremant in tresting meret in
propo to transmi promote met membre met met met met met met met met met memory

in the case of joint holders of Ordinary Shares, pursuant to Article 75 of the Articles of Association of the Company, the vote of the most senior of such joint holders who tender in the proxy, will be coccess to the exclusion of the voteels of the Company's Shareholders Register

Abstentions and broker non-votes will be counted towards the guarum. Broker non-votes occur when brokers that hidter customers' shores in notes in crusics in schores and vize sche mores
bus not on thes. The occurs in enot submit nem their customers in which case maters and met met u

VOTE REQUIRED FOR APPROVAL OF THE PROPOSALS

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

The diffirmative vote of the holders of a majority of the Campany regresented at the Meeting, in person or
by proxy, written bollot or via the iSA's election and voting on th of of ench of the org

in ore of the e election tt Here as onexemploments is bloos whet it sterlilinner.
one of the fineras malleria in includes on the pierts of the finances manufacturer.
Scirembl shareholders referred to in clause (i) does not exceed two-percent (2%) of the outstanding voting power in the Company.

in addition, the approval of the amending, of the exemption, insurance and indemnification undertaking letter issued by the in doller broman the beenploid insurance no momentalians internalisment percer issuer of the resultares letter by the resultares processor of the comments of construction on

Thelsraeli Companies Law requires that each shareholder voting on ltem 2 (there-election of Dr. Haran as an

Under the Israeli Companies Low, a "personal interest" of a shareholder in an act or transaction of a company () includes a erse arcecembric posteriores of significal or processor on comers commend commenderes de concerner comment commend concerner comment conservanient concerner comments of more birectors of the cities on and the excludes a personal interest includes the medical of shares. Direr
the israel Companies Low in the case of operson voting by prom the prov

intabidthighesuits forexportiol.shores includes includes mor-votes mobites morber more n
considered votes por mored noves metropes met construmeder homen of only one bonder w

SECTION VOTING INFORMATION

HOW YOU CAN VOTE

How you vate depends on whether you are shoreholder of record. shareholder in "street, name" or shareholder who halds shares that are traded on the TASE. You are a shareholder of record if the share certificate or book-entry position is registered in your name at our transfer agent. You are considered the beneficial owner of shares held in "street nome" if your shares are held in a raine broat bransfer ogent 1 or by considered owner of Shareholder who holds and many of the brean in
stock browerge occount or by obank ar other nomine. You are considered

SHAREHOLDER OF RECORD

You moy attend and vote in person ot the Meeting or may submit your verse ing signing and submitting (in the
enclosed, postage-poid enveloped proxy card, Unless otherwise in Shares represented by any proxy in the enclosed form will be voted in favor of all the motters to be presented at the Meeting. ommended by the Board of Directors. To be valid, a proxy must be properly executed and received by our transfer agent or 0516 at the offices of the Company no less than 48 hours prior to the time scheduled for the Meeting (i.e. 10:00 a.m. (israel time) on Monday, July 15, 2024), unless a shorter period is determined by the chairman of the Meeting.

SHAREHOLDER IN "STREET NAME"

Your broker, bank ar nominee will provide you with instructions that your shorter to hove your shores woted. It your shores world. If your broker, bonkor nominee that holds your shores giving you the right to vate the shores at the Meeting.

HOLDER OF SHARES TRADED ON TASE

Your nor e your shares in person or bring on mailing (vider corneled Herew witten bellet (nether bollot in the
form filed by the Company vio MACMA the online is the Compan Corporate Secretary. Shareholders who hold shares through members of the TASE (whether attending the Meeting in person ar voting through a voting ballat) must deliver to the Company on ownership certificate confirming their ovenership of our ardinary shores as of the Record Doter Included TASE member, as required by the lisers (Proof of
Ownership of Shares for Voting of 2000, carnended. Atemative), sharesheld in TASEmen should receive instructions about electranic voting from the TASE member through which they hold their shares. It you are a beneficial owner of shores held through a TASE member and you wish to vote in person at the Meeting, you must deliver to use
an Dwnership Certificate.os of the Record Date,

CHANGE OR REVOCATION OF PROXY

Shareholders of record may revoke the authority granted by their execution of praxies by delivering to the Company a written notice of revocation or duly executed praxy bearing a lote, provided such revocation notice or later-dated proxy is received proxy is received proxy is received proxy is rece the Compuny of Lieast 48 hours before the Meeting unless a shorter period is determined by the chairman of the Meeting, orby revoked unless you specifically so request.

ll your shares are held in "street name", you moy change your voting instructions to your troker, bonk.
trustee or nominee or, lf you hove obtained alegal proxy from your br your shares, by attending the Meeting and voting in person.

If you are a beneficial owner of shares registered in the name of a member of the TASE and wish to change your vating instructions, you may change your vote (i) by attending and voting in person, by presenting a valid ownership certificate (as of the Record Date); (i) by delivering a later-dated Hebrew written ballot, together with a valid ownership certificate (os al the Recend Date). In the Compony's offices no loter the clesignated time of
the Meeting, or (ii) by following the relevont instructions for therS

SECTION ONE / VOTING INFORMATION

SOLICITATION OF PROXIES

SOLLT / ATUA DP PROXES contact.

ADDITIONAL INFORMATION

Financial and other information about the Company is available under ICL's profile on the SEC website at www.sec.gov and the 15A's website at http://www.magna.isa.gov.il.os well as via the "investor" section of our Company's website. www.icl-group.com.

In addition, any shareholder who wouldlike to receive a copy of our 2023 Annual Report may do so free of charge by contacting our registered head office at the following address:

ICL Group Ltd.

Millennium Tower, 23 Aranha Street, 22n4 Floor, Attention: Aya Landman, VP, Chief Compliance Officer & Corporate
SecretaryTel: +972-3-6844435 Email: Aya.Landman@icl-group.com

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

DATE OF INFORMATION

The information contained in this proxy statement is given as of May 29, 2024, unless otherwise specified.

PRINCIPAL SHAREHOLDERS

The following table presents as of May 28, 2024 (unless otherwise noted below) the beneficial ownership of our Ordinary Shores. ns comming toac present was a tre scoler person in is science brent hat or onfolio r snorther smortiler smart n
our outstandne with ules the schem is best on intrimer provins determined in accordance with the rates of the SEC and the information is not necessarily indicative of beneficial bevership for ocemecrialer with ries befored oversion in the more soler hindinder hindinder brancelo remeer romand na remeer romored no
my other purpose therstal ownershat he individualme lows, the persons named in the table have sole vating and investment power with respect to all common shares held by that person

SHAREHOLDER	ORDINARY SHARES NUMBER	RENEFICIALLY OWNED PERCENTAGE
Isroel Corporation Ltd. (7)	567.012.091	45.98%
Migdal Insurance & Financial Holdings Ltd.[1]	78.690 320	6.10%
Horel Insurance Investments & Financial Services Ltd. 10	70.590.979	5.47%
Altshuler Shohom Ltd. [0]	64.691.143	5.01%
The Phoenix Holdings Ltd. "	64.690.757	5.01%

17140

hown ore based on 1.289.881.589 Ordinary Shores is L The Pe adjan or of May 29, 2024 (ofter exclud aroursubsidiar

or on substition is a public company listed for trading on the Information provided by Jsrael Corp. Millenium Investments Blad Ltd. ("Milensim") and Mr. idan Ofer are considered as controlling spacelland. for purposes of the israel Securities Law, 1968 (the (ps:chlerican').learler Miken's newsloped on the condiction in the construction in this construction construction construction construction contenter condinity of december in 2023 approximately 43.98% of the voting rights and approximately 43.15% of the issued shore copital of the Company.

To the best of tripe Corp.'s knowledge. Millen with by Mashat Ringer and by XT litvestments Ltd. ("Mashet") and by XT investments Ltd. ("KT investments") with e story s interesy chile in the enteres in Lechter ville in the sender on the concerted on Mesories on M Mesomers of M Mesomize ( M Mesocial V M Nescenial V Mesenial P the beneficiary. XT Investments is wholly awned by XT Holdings '). To the best of Israel Corp. 's knowledge, or dinary strans ol X Holdings are be her morners Ltd. (which is not on the level by the broad on the charge control concerner bines concerner bines can construits concerner bines as construi ('Lynav'), wh of December 31, 2023. Lynav also held directly 1,26% at the issued share capital (and 127% of the voting rights) of france Corp. In addition, Kirby Enterprises Inc., which is to the best of Israel Cora, 's knowledge, indirectly the some trust that holds Mosher, in which os stated. Mr. Ifon er s the beneficiory. hobs opproximately in the ksued shore copical metropics of issocio con versear con versions of issent con Furthermore, Man Mer
rectly coproximately 3.93 3. Based solely upon and qualified in its entirety with reference to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. ("Mgdal") with the SEC on Jonuny 31, 2024. According to the 18.690.320 Grainary Shores reparted as been flicially owned by Migdal (i) 78.90.320 Inch.) Shares are heldic through arnog others, provident funds. mults mults on soms munds on t
inurance policies, which are mondiect subsidires of Migdel, ech n ndent

management of funds for joint, investments in trusteeship, each of which operates under independent management and makes ind vating and investment decisions, and (iii) 0 are beneficially held for their own account (Nostro account). 4. Based solely upon ond qualified in is entired to d Schedule ISCA fied insurace linestments investments innoicel Services teached Services teachericlaly owned by Harel () 67,917,056 Ordinary Shares are held for members of the public through ormong others, provident funds and for multural funds

and/or persion funds and/or index-linked securities and/or insurance policies, which are managed by subsidiantes of Marel, each of Which pries operates under independent monogendent and makes independent volting and investment decisions. (0) 1962.970 Drilliony Strang Fischelett and re partive mor not not masged by subsidion with the profile researly of the surfaces with suchards and cinter.
re held by third-porty clens investment decisions no voing 710.953 Ordinary Shares are beneficially held for its own account.

\$. Based solely upon and quoilfied in its entirety with reference to a Schedule 13G filed by Alts huler Shaham Ltd. ("Alts huller"), with the SEC as إلى 2002 التي تاريخ Schooler Scoted Mark Promors on Propredoco Servically onnot P Atshuer (0 F.2) 4420 conner)
Shore or by provins today thres monged by Atschuer Srance of whally-owned subsidiary of Altshuler, and (ii) 263,100 Ordinary Shares are heid by Hedge funds managed by Atshuler Shaham GM, Limited Partnership, on affiliate of Alsoham, Mr, Glidd Allshuier may be deemed to possess shoried investment puthority with respect to all ing Ordinary Shares due to his indirect 44.81% interest in Altshuserving in varilises were in turns and cures mustual fund maniagem and hedge funds, are managed for the benefit of public investors and not for the foregoing reporting persons. Each of

the foregoing reparting persons lock authority with respect to the vating of all of such Ordinary Shores. n and quotified in its entrety with reference to o Schedule i3G/A filed by The Phoenix Holdings Ltd. ("Phoenix"), with the SEC on December 28, 2025, According to the Schedule i3G/A, the 64.690, 77 Ordinary Shores reacted therein are beneficially owned by various direct on indirect, majority or wholly owned subsidiaries of Phoenk Subsidiaries"). The Phoenix Subsidiaries manage their own furids and

or the funds of others including for halders of exchange traded notes or various insurance policies, members of pension or provident funds. influ holders of mutual funds, ond portfolio management clients. Eoch of the Phoenix Subsicianes operates under independent management and
minders its ownloaders voting and invest

PROPOSAL 1 / RE-ELECTION OF DIRECTORS

AICL

Ten directors are standing for re-election to the board of directors for a one-year term enting of the next annual meeting of
shareholders of the Company. Sharehalders car vo

Eoch of the Girecor nomines that he or she comples with all requirements of a director under the broel
Companies Law, posesses the necessory qualifications onde cultures suf

If tected the Meters Sincing on exerning on exemplaned in the mening the Janes Compenes
compensation in cocordons promotions promisored in the scheck context and counter co sholl procure from time to time. The Company also covers and its committees or performing the services for the Company in their capacity as directors, in accordence with the Compensation Policy and the Compensation
Regulations See "Section Three- Corporate Covernance" for addition

Our Board of Directors recommends a vote FOR the re-election of each of the director nominees named in this proxy statement

PROPOSAL 2 / RE-ELECTION OF EXTERNAL DIRECTOR

Dr. Miriam Haron was appointed to serve as external director (within the meaning of Israel law) for an initicisting of term on luly 14, 2021. Accordinaly Dr. Miriam Haran's standing for re-election at the Meeting to serve as an external director for a second. e-year term. If elected at the Meeting, Dr. Haran will continue to serve as the chair of our HR & Compensation Connittee and of our Climate, Sustainability & Community Relations Committee.

Dr. Haran has confirmed that she complies with all requirements of an external director under the Israell Companies Low. posesses the necessory quölfications on be to belicit strine. to fulliller dutles os external director. CL'S
Board of Directors determined that Dr. Haran is on independert d the Israeli Companies Law.

lf eected the Meeting, Dr. Horners in or he fired more ine the fire mecking fees pryoble to on
expert external director under the lied in Regultures, in elected, Dr. Horn wi (seeProposal 4), and from directors' and officers' liability insurance as we shall procure from time to time. The Company also coses worker to horners nomines or exemple breams of conserver in the events lecurred in the internet in the levers in the link in the learned in the l
comection with mecord Three - Carporate Governance" for additionalinformation.

Our Board of Directors recommends a vote FOR the re-election of Dr.Haran to serve as an external director for a second three-year term.

PROPOSAL 3 / AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOW FOR INDEMNIFICATION AND INSURANCE IN CONNECTION WITH PROCEEDINGS UNDER THE ISRAELI COMPETITION LAW

Under the lsom Companies Low the last contain and the stopetion Love niscus compony moy excapats.
inclemily and lifters ord officers opgines ent includes morned to ccs perio 115

നിന്നുണ്ട്. കോലേസ് അവർശന്ത്രം സ്ഥാപയോഗ്യ സമ്പന്തലയിലെ പ്രാവസ്ഥയുടെ പ
രസ്തരത്തേക്കു വാസസ്യങ്ങൾ സ്വാതന്ത്രിയിൽ നായന്ത്രവേണ്ടും പ്രാമന്ത്രവും
അത്രത്തേക്കുന്നതാവസ്ഥലം വാത്രമായത്

Thefulte: of the proposed amendments to the Articlesof Association the Articlesof Associationattoches of Associationattache
hereto os Annex "A". The summary obove is qualifie

C

Our Board of Directors recommends a vote FOR the approvalof the amendment of the Company's Articles of Association

PROPOSAL 4 / AMENDMENT OF THE EXEMPTION, INSURANCE AND INDEMNIFICATION UNDERTAKINGLETTER ISSUED BY THE COMPANY TOITS DIRECTORS AND OFFICERS, TO ALLOW FOR INDEMNIFICATION AND INSURANCE IN CONNECTION WITH PROCEEDINGS UNDER THE ISRAELI COMPETITION LAW

Subject to shareholder approval at the Meeting of the proposed omendments to the Articles of Association (see Proposal Solect o sharther proposity one receing in Increation internalization inderdeling in the Propidal
S). vie further propose to amend the directors and interns on internet in t officers for expenses. Including reasonable itligation expenses and liegal frees, incurred by the director or officer in histher copacity os on officer of the Company of crestle of Arcesson on the Comention Low ... the shoreholders sholl
not approve the proposed oments to the Articles of Assocction (includer remain infull torceandentect.

The full the proposed omendments to the international in the mated on the indemnlication indertoking
ottached hereta is Annex "B". The summary doove is qualified in its entir

Our Board of Directors recommends a vote FOR the approval of the amendment to the exemption, Insurance and indemnification undertaking letter Issuedby the Company to each of its directors and officers.

2040

PROPOSAL 5 / RE-APPOINTMENT OF AUDITOR

Pursuant to the opproval and recommendation of our Audit and Accounting Committee und Bloact of Directors, the
shareholders will be osked to approve the reappointment of S independent certified public accountants in Israel, as our independent auditor until the next annual general meeting of the shareholders of the Company.

Our Board of Directors recommends a vote FOR there-appointment of Somekh Chaikin, a Member Firm of KPMG International, as the independent auditors of the Company until the Company's next annual general meeting of shareholders.

Our Pre-Approval for Audit and Non-Audit Services Policy specifies the scope of permitted non-audit services provided by our external auditor so that its independence is not compromised by other services. All audit and permitted non-quált services excerns adoltor as macraned in the comprehised of other strices. All dans in pornited nor pour by one by ouces
provided by our external auditor are preved by our Audit Servi securities regulations governing auditor independence.

l nocordance with our Articles of Assaciation, our Bord of Directors has the outhorly to determine the tees pold to our
Indepentent ouritor. As contemplated by the Sarbanes

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

CATEGORY	2023 USS THOUSANDS	2022	I. Audit fees are the aggregate fees billed or expected to be billed for the pudit of our annual financial statements. This cotegory also includes services that up generally previded by the independent accountant, suith
Audit Fees!	3.963	4.468	as consents ond review of documents filed with the SEC.
Audit-Reloted Feesur	30	377	2. Audit-related fees are the aggregate fees billed for assurance and reloted services rendered during the years ended December 31, 2023 and 2022, that are reasonably related to the performance of the audit and one
Tox Fees II	1.262	822	not reported under audit fees.
Total	5.255	5667	3. Tax fews are the oggregate fees billed for professional services remaced. during the years ended December 31, 2023 and 2022. for tox compliance, tax ddvice, and tox planning, b55ist ance with tox oudliks and appeals.

FINANCIAL STATEMENTS

At the Meeting, the oudited consolidated financial statements of the Tiscal year ended December 31, 2023. which are included in the 2023 Annual Report, will be presented. The SEC maintains a website that contains reports, proxy and lntomotion stotements ond other mines we fiee electronicolly with the SEC of http://www.sec.gov. These SEC
reports are also ovoilable on our websited www.ich-group.com/ners address Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 6120201, Israel, Attention: Corporate Secretary

SHAREHOLDER PROPOSALS

Arr shereholder of the Compony who intents to present op research here and the mark of Shaceholders
most sociaty the couliements of the Low ond equiptions ther uner Any such following oddress: Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 6120201, Isroel, Attn: 1 (C. Corporate Secretary, no later than June 6, 2024.

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SECTION THREE / CORPORATE GOVERNANCE

RISK MANAGEMENT

ATC PPATACALIFICAL (States) ingrind within our corporate culture, sent op on managaria
friencerise for topeners ond effectives november under onte some operament on control o our décis on-making processes, ensures compliance with regulatory requirements and internal palicies, and provides assuranceregarding the effectiveness of our control.

5 / 00

Our risk governance structure, and responsibilities for key functions, is based on the "3 lines of defense" Prisoners Studies on President Provincial Provincial Provincial Provincial Provincial Provincial Provincial Province Pressent Processorial Province Province Province March P

In 2025, ICL opported odedicoted Brich Risk Officer. Together with the Clobal Risk Offector, they sevenation of
defense, comprising o professional giobal function, Further

Clur governonce structure is decturely coscole our ERM process theughout our entire organization, combining
top-down and bottom-up opproches. This ensures therio. This app entire !CL risk profile. Dur global policy that outlines our ERM vision, commitment, risk governance, risk appetite, routines, and processes, which are reviewed annually.

EXECUTIVE COMPENSATION

DIRECTORS COMPENSATION

The approval of our director's compensation is governed by Israeli low. Under the israel Companies Law, compensation of directors generaly requires the Company's HR Compenstion Committee, the Bord Directors ond the included to the cord the in
shamblers, in the coron. Ceneroly, except is specia

NON-EXECUTIVE DIRECTORS

Each of our nan-executive directors (including our external directors, within the meaning of the Israell Companies Low) are och or on reseasure arecors (including on external directors, within the meaning of the sreem conpulies cowy dies
ompensated in accordance with the Compensation Regulations s quity

equity, shareholder approval is not required for director compensation payable in cash (annual and per meeting fees) up to
the maximum amounts set forth list eCompensation Re

CASH COMPENSATION AND FEES

The per meeting fees vary in accordonce with
the qualification of the non-evecutive directorials
depending on whether the cercecturive quirer and the countries
Regulations. T

EXPERT DIRECTORS		NON-EXPERT DIRECTOR
	ાન્ટર્ડ
Fixed Annual Fee	approximately 44.000
Per Meeting Fee	approximately 1,672	opproximately1.254

T The Corecor de Coremanes its Crectors for sperient travel experses lancures lein connection with connection with andindernnification" in the 2023 Annual Report.

ZDZ3 SUMMARY OF DIRECTORS COMPENSATION
The agreguite compensation political and non-ewsclive the year ended becember 3L 2023, was
approximately SB40,000. This amud ond per

The following toble sets out the opproximate compensation earned by each individual who served as a non-executive director
during the year ended December 31,2023 (amounts ex

iness travel and e

NON-EXECUTIVE DIRECTOR	FIXED ANNUAL FEE	AGGREGATE PER MEETINGFEES	OTHER®	TOTAL	I. Includes business travel and expenses. Mr. Eliconcluded his tenure as an ICL
		ારકુ			director on May 10, 2025.
Aviad Kauf man	43,509	37.120		80.628	3. Mr. Kablo, Israel Corp.'s Chief Financial
Avisar Paz	43.509	34,110		77.619	Officer, has requested that his director cash compensation be assigned and
Dafna Gruber	43 509	45.146		88.654	paid directly to Israel Corp. For additional
Gadil Lesin	43.509	44, 422		87.651	detoils see "NON-EXECUTIVE DIRECTORS" above.
Lior Reitblatt	43,509	46,149		89,658
Michal Silverberg	43,509	28.091	4 523	76.122
Dr. Miriam Haran	43.509	55.178		98.687
Ovadia Eli as	11,735	7.775		19.510
Reem Aminooch	43.509	22.071		65,580
Sagi Kabla®	43.509	46.818		90.326
Trini Ozer-Armon	005 209	71 AD7		FA GIT

EXECUTVE CHAIRNAN DF THE BOARD'S COMPENSATION
M: Dopel: scomments of the Chimment in Boordwere open on the benefits he bonet by the bond by the boursholders to brounders of t

				EMPLOYMENT TERMS
	Annual fixed cost of employment of NIS 1.800,000 (approximately \$489,000)
Short-Term Incentive		Entitiement to an annual cash bonus. colculated according to the short-term incentlive ("STI") formula set farth in the Company's Compensation Palicy. Target STI-NIS 1,200,000 (approximately 5331,000). Maximum STI-NIS 1,200,000 (approximately 5331,000) For details regarding Mr. Doppelt's 51 formula as well as for the 202.55T payout. see below "Shart - Term
Terminotion Arrongement
GRANT DATE	TYPE OF EQUITY P	DATES OF GOVERNANCE BOOKES APPROVALS	GRANT VALUE (ILS)	AMUUNT UN OPTIONS	EXPIRATION DATE
March 30. 2022	Options	HR & Comp. Committee 51122 & 6.2.22	9 million (3 million	1.055 100	March 30, 2027
		Baard 8.2.22	per annum)
		Shareholders (Annual CM) 30.5.22
		VESTING SCHEDULE	Incentive - The Annual Bonus Component" Denefitsupon the termination of such directors relationship with us,	Six-month adjustment period and six-month advance notice period	The options will vest in three equal rans hot the three anniversaries of the grant date. Options fully accelerate If Mr. Dappelt ceases to provide services within Zimantis following a change of control (other than in the event of termination for couse). I. The Equity awards were granted pursuint to the Company's Equity Compensation Plan (2016). as omended in June 2016 Chief than the agreement with Mr. Doget in his capitive Chairman of the Beard, descritation of the occelerspion of equity percritis upon termindian of director service under certain circumstances. We do not hipe any written organism and for corrent director providing for

SENIOR MANAGEMENT COMPENSATION

OUR COMPENSATION PHILOSOPHY

The despress on excellier competition processories morted personalisment construction escution
resulting word more control control of comments of economic comments.
condine

Esset formations and consemblement of the more and construction of messessed ministrationing society. Andress comments contribution comments comments comments comments commen

The genegate compensation mount increat by us with respect to ar senior management (Cloba
Executive Committee - CEC) as of December 31,2023 was operador or the verse in the c nt (Global

in 2025, the Compony adopted a Compensation Recoupment Policy or end in accordance with the requirements.
of Section ID of the Securities Exchange Act of 1934, as amended, an Effective as of October 2. 2023. this policy requires us to reasonably promptly recover incentive-based compensation received by exceptive officersint her trienter the Company's hindrids scienters on the material non onnoitance
with any financial reporting requirement unas. The anount to be recovered u would have been received had the amount been calculated based on the restated financial statements. A copy of this policy is attached as Exhibit 4.7 to the 2023 Annual Report.

The following table and accompanying notes describe the compensation incurred.
highest earning senior officers of ICL for such period. as provided in the 2023 Annual R ing notes describe the compensation incurred for the year 2023 with respect to the five

DETAILS OF THE RECIPIENT				PAYMENTS FOR SERVICES
NAME	POSITION	SCOPE OF POSITION	BASE SALARY	COMPENSATION 00	BONUS (STI) (2)	EQUITY BASED. COMPENSATION (LTI)(3)	TOTAL
			USS THOUSANDS
Raviv Zaller	President & Chief Executive Officer	100%	BOS	1,157	668	1852	3.677
YouvDoppelt	Executive Chairman of the Board	Invests significant portionofhistime	ATI	493	219	1007	1.717
Elad Aharonson	President, Growing Solutions Division	100%	402	ટેક્ટિ	255	ટેલા	1.350
AviramLahav	Chief Financial Offices	100%	383	ಲಿಕೆಯ	257	AAG	1233
Lilach Geva-Harel	EVP, Chief Legal and Sustainability Officer	100%	263	405	176	ਤੇਉਰ	පිළිබ

. I may manaka manana masa marka masa masa ke memana memana memana.
Marana manana masa masa masa masa masa menera menera mara mara mara marana marana marana marana maranta.

27140

• 28/40

0-1-14	SENIOR OFFICER	EMPLOYMENT TERMS
A.	Aviram Lahav	On February 14 and 16.2025, our HR and Committee and Board of Directors, respectively, approveday change to Mr. Lahay's compensation mix, such that as of March 2025. Mr. Lahav's compensation terms are as follows. Monthly base salary: - NYS22,000 (approximately \$3,000), as of December 31,2023. Mr. Lahav's best salary moy be updated twice a year occording to the rise in the months that have possed since the previous update 20235T1 Mr. Lahav's target 5T1is 75% of his annual base solary. For details regarding Mr. Lahav's 5T/ performanceana payout in 2023, see below "Shart - Termincentive Annual Bonus Component" LT : The equity-based compensation amount in the pbove table reflects the expense that was recognized for Mr. Lahay's LTInthe Audited Financial Statements. Termination arrangements: advonce notice period of 6 months. All other benefits customary in the Company, such as requilar provision and severance, disability fund. Company car. gross up, as well as the exemption. Insurance and indemnification arrangements applying to the Compony's office holders.
5.		Lilach Geva-Harel Monthy base salary - NY 82,000 (approximately \$22,000), as of December \$1,2025. Mrs. Geval Anni's base salary may be updated twice a year according to the rise in the CP in the months that have possed since the previous update. 2023 STI:Mrs. Geva Hore's target STIls 75% of her annual base salary, For details regarding Mrs. Geva Harel's 5 TI performance and payout in 2025, see below "Short-Term Incentive Annual Bonus Component". LT : The equity-based compensation amount in the above table reflects the experse that was recognized for Mrs. Geva Harel's LTInthe Audited Anancial Statements. Termination proagements: Advance notice period of 6 months. All other benefits customary in the Company, such as regular provisions for pension and severtince, disability fund. Company car, gross up, as well as the exemption. insurance and indemnification arrangements applying to the Compony's office nolders.

SHORT TERM INCENTIVE - THE ANNUAL BONUS COMPONENT

Our Annual Short Term Incentive in supporting our pay-for-performance philosophy. Ecoti Ewcutive
Officer's annual incentive opportunity is determined by performance in cer

The Annual hamber 2023 continued to hotels on the more on the more one segment segment levels to measure
ondreward intectives of sembologics the countentive torgets
contin

ESCArtomocs or include caper of the months of temines and developed collection of comber
actederal and toutes to more of the more of collente collection more in colonio mor

February 13, 2024, our HR & Compensation Committee and Board of Directors, respectively, approved the annual short-term incentive ownds to our office holders for 2023, including the top-five earners in 2023 omong iCL's senior officers, in accordance with
the Compensation Policy and occording

• 29/40

SECTION THREE / CORPORATE GOVERNANCE

A 200 11

SHORT TERM INCENTIVE - THE ANNUAL BONUS COMPONENT

Incentive Plan is a key element in supporting our pay-for-performance philosophy. Eoch Executive Officer's
tunity is determined by performance in certain components, with an entive opportunity B
cluding ESG torgets,

11 11 10

The Annual Incentive Plan for 2023 continued to include strategic metrics of both ICL and operating segment levels to medisore and rewordinitiatives critical to the longer-term success of the ventive to gets
continue to be set as a percentage of salary for most executives, with actual proyects based on the achievement of predetermined annual gools.

Canada Comments of Controller Comments of Control Concerner Learners and Comments
Breating Comments comments of the Comments of Concerner and Comments and Comments and Cara

EXECUTIVE CHAIRMAN OF THE BOARD (CoB) STIFORMULA,AS SET FORTH IN THE COMPANY'S COMPENSATION POLICY

The STI Target for the Co8 represents the conceptual poyus annount for il one on the virus were heal look of all
targes) in agiven year. The STI Target for the CoBs of the

STI Triesnedic ! either iC.'s sdy sted gerseing income onder of the Predelines in one octual performance. co corducted accord
the pre-defined profit adjustments list that i

performanelevellas negestudent the cost nament in errormore level de promoze level d (L)
3 32% of the one web enestere en bere of the more of the more of the reserver on ter

Mr.Dappelt's ST Torget, which is also his maximum ST payout in any given year. is NiS 1.2 million (aparoximately \$33,000).

The maximum STI poyout for the CoBshall not exceed, for any of SCSC (1) 10 the CBS ST Treget and Simillon. For
dection regarding Mr. Dopent's 5T1 payout in 2023, see the fi

THE CEO's STIFORMULA, AS SET FORTHIN THE COMPANY'S COMPENSATION POLICY mance level (Le., achieving weighted

The target STI ("ST
00% of of corpers) in et STI ("STI Target") for the CEO represents the conceptual payout arnount for IDD% perlormonce level
torgets) in agiven year, The STITarget for the CEO sholl not exceed I20 > STI Threshold: if ether (CL adjusted operating income only of the "Prederlines", and promother on the propring to the propring to the program
defined profit adjustments l defined profit adjustments listed in the Compensation Policy (the "Prest the the the the the them con level (GDS)
at budget), there will be no payout for the 80% of ST that

BB% of the EEO's ST Target will be necessed on the benefit on and mesurable financial and measurable non
inencial gods determined by the H& Compinscelen Committer circus at > Dut of the 80% STI Target, at least 60% of the STI Target will be measured against financial gpais that will be induded in the annual

buget the che 20% (o the 51 Triget will be messure innocidigods. An acchivement level
ecch good whether mesurale no-frencel gols, will be mesure insections of other his mem The remaining 20% of the CEO's STI Target will be measured bosed on a qualitation by the HR & Compen mittee and

Boord of Directors ofter receiving a recommendation of the Executive Chuirmon of the Board. The moxime
cannotexceed the higher of three base monthly solories or 25% of to cu m payout for this component

The maximum STi poyout for the CEO pursuant to the Compensation Policy connot exceed, for any given year, the lo
130% of the CEO's STI Torget for suchyear ond S.S million. er of

Mr. Zoller's STI Target after adjustment of linkage to the CPias per Mr. Zoller's employment agre ment, is NIS 3.4 million (approximately \$937.000), as of December 2023 and his maximum 5 TI payout is NIS 4.4 million (approximately \$1.2 million).

For details regarding Mr. Zoller's STI payout in 2023, see the five-highest earners STI payout in 2023 section below

EXECUTIVE OFFICERS STI REQUIREMENTS,

EXECUTVE OFFICERS STT REQUREMENTS:
Westmanners to William Pressus Production Polection Polysical Polya
Summers to Wilsers messare nouse entrement Promotional Proventure and P

Themoimum ST) piyout for new the store the close on the Chaimon, sholines exced, tor any given fiscalyear, the mail one of the mail one of the states the only given fiscal y

FIVE-HIGHEST EARNERS STI PAYDUT IN 2023 (SUS THDUSANDS) *

ANNUAL BASE	STI TARGET%	STI TARGET	OVER ALL SCORE OF % TARGETE	2025 STIPAYOUT
BAQ	NAD	940	71.5%	670
410	all 1972	330	66.2%	220
410	75%	300	71 9%	220
410	75%	300	78.2%	240
270	75%	190	872%	180

· Figures are translated to \$US currency and rounded to the nearest thousand which may couse in

... ..........................................................................................................................................................................

5140

KEY INFORMATION ABOUT OUR BOARD

Accerator to there of Asscritor we more there more than 20 metrors serving murbact
ar treces Qurentes armanes the sever and ander sectem de constructure and construction and

At the Mecting, all of our currently seving directors who are not external of melection, namely Youv
Doppelt, Aviod Koufman, Avisar Paz, Sogl Kablo, Reetblatt, Tzipi Ozer A Shoum Shomo, each to hold the next moulgenerum methog of shareholders ond und lecch of thei
successors is duriled unies arry of the is enter worther esignstion or heler on th

Additionolly, one of our external directors. Dr. Miriam Horon, is standan of the Meeting for o seccond three-year
term. Dur other external director, Ms. Dafna Cruber, will c

Following the Meeting, our Board of Directors will be comprised of twelve directors, Including two external directorselected pursuant to the requirements of the Israeli Companies Law.

BOARD OF DIRECTORS BIOGRAPHY

It 55 v Dop

Director Since: December 2018 Executive Chairman Since: July 2019

Aviad Kaufm Director Since: March 2014

ﺍﻟﺮﺍﺑﻄﻮﻟﻴﻦ ﺍﻟﻤﺮﻛﺰ ﺍﻟﻤﻌﺎﺭﻓﺔ ﺍﻟﻤﺘﻮﺳﻂ ﺍﻟﺸﺨﺼﻴﺔ ﺍﻟﻤﺸﺘﺮﻭﺕ ﺍﻟﻤﺘﺎﺑﻊ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﺎﺕ ﺍﻟﻤﺘﺮﻭﺑﻴﺔ ﺍﻟﻤﺘﺮﻭﺑﻴﺔ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ

Avisar Paz, 67

Director Since: April 2001

Mr.Pozsevedasthe Chairmonof the Cruncillers of OPCE rest. Previously, Mr.

Pas sevedas the Child Excutive Official Corporator to the Chief Financial (Mercel Increal the Profil

Director Since: January 2022

Independent: external director under the Israell Companies Law and independent under the NYSE rules

the was water brand exarce compress on one comment comment and me with rows
trump of world we comment of mores comment comments and component component components components

Godi Lesin, 57

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

M Leansentana Eedelskaas Coul C. Tamongroup, M nemocodologias.
DressEtwithodesconsectores constructions controlled comments.
Pressemente comments or construment comments man

AICL .

Lior Reitblott, б Director Since: November 2017

Independent: independent under the Israeli Companies Law and the NYSE rules

Mr.Reitbalt served as Chief Driler ond Charmon of the Bord of Super-Pharm (Jarel) Ltd. Mr. Retbian
has discopeviously served. anong other positions of the Scyle d. enements a

Michal Silverberg, 47

Director Since: July 2022 blict of Since. July 2022
Independent: independent under NYSE rules and meets all qualifications under the Israell Companies Low for
Independent Director but was not formally

Br Miriam Horon, 74

Director Since:July 2021

Independent: externol director under the Israeli Companies Law and independent under the NYSE rules

Reem Aminoach, 62

Director Since: March 2017 Independent: independent under NYSE rules and meets all qualifications under the
Israeli Companies Law for independent Director but was not formally clossified as one

Sagi Kabla, 47 Director Since: February 2016

Mr.Kobios servedos the Princerial Corp. inceller of Secolocember 2015. M. Koblaproviously
Servetos directorumies Lacultures in control result Previor Previor Province Princ

Director Since: January 2020

Independent: independent under the Israell Companies Law and the NYSE rules

Ms Ocer-Amoneraline of incernal of the of Lumbers. All Britan Cuman Characters of Creat.
Amor Necessione marker schulen schule stream and Suncerem Comments Comments Collec

Director Since: January 2024

bilectors and successor on varios in varios internet in the publicant private
sectorial serience tremant communical constitutes and minore memorial comments and miniment and

EXTERNAL DIRECTORS

As o public largel compony. we tre required by the bron twost two externs who meet.
cercain indevendence criter they created to the Compony on to our controlling shueholder. "independent director" under the New York Stock Exchange ("NYSE") rules are would genergly expector expector expector in Isroel low and U.S. low and U.S. low and U.S. low and identical, it is possible for adirector to qualify as one but not necessorily as the ather.

An external director is ri-quired to have ether financial and account.ing expertise or professional qualifications, os defined in the relevant requiations promulated under the israeli Companies Law, and at least one of the external directors is required to have financial and accounting expertise. Our external directors, Ms. Datho Cruber and Dr. Miriam Haran, have financial and accounting expertise as defined in such requirations. An external director is entitled to reimbursement of expenses than as provided in the Campensation Requipted under the Israeli Companies Law but is otherwise grohibited from receiving any ather compensation from us, directly or indirectly, during his or her term of office and for two years thereafter.

Under the Israeli Companies Law, external directors must be elected at a sharehalders' meeting by a simple majority of the qualifications for election or it the external director breaches or her duty of trust to the Company.

Under the Israell Companies Low, each committee of the Board of Directors that exercises power of the Board of Director must include at least one external director and all external directors must be members of the Company's Audit Com mittee and Campensation Committee

We have two external directors: Dr. Miriam Haran, Whose first three-year term commenced on July 2021 and is standing for reelection at the Meeting for an additional three year term, and Ms. Dafna Gruber, whose first three-year term co ced on January 2022.

BOARD EFFECTIVENESS REVIEW

Our Board of Directors is committed to continuous improvement and recognizes the fundomiental role a robust Board of

NEW DIRECTOR ON BOARDING & DIRECTORS' TRAININGS

BOARD COMMITTEES

Our Boor of Directors hos established the tollowing committee's structure with witten charters
or procedures that set forth, among other things, such committee's structure,

COMMITTEE NAME	MAIN RESPONSIBILITIES	COMMITTEE MEMBERS
AUDIT & ACCOUNTING Statutory committee	> identifying and tipdressing flaws in the business management of the Company > Review and opprove interested party transactions; determine criteria Torclassification and opprovation interested party transactions. > Establishing whistleblower procedures > Overseeing the Company's internal audit system and the performance of its internalbuditor > Appaintment, compensation, aversight and scope of work assessment, of the Company's independent accounting firm > Montoning ILL's ninancial statements and the effectiveness of its internal controls > Ensure the Company's compliance with legal and regulatory requirements andadherence to corporate governance best practices > Overseeing ICL's risk management, including monitoring the activities to manageond mitigate the identified risks	Dafna Gruber Chair) Dr. Mirlam Haron Liar Reitblatt Cotil Lesin
HUMAN RESOURCES & COMPENSATION Statutory committee	> Recommending to the Board of Directors a policy governing the compensation profficers and directors based on specific criteria > Recommending to the Board of Directors, from time to time, updates to suchcompensation policy > Reviewing the implementation of such compensation policy > Deciding whether to opprove transactions with respect to terms of office and employment of afficers and directors (which require approval by the compensationcommittee under the Israeli Companies Law) > Approving, under certain circumstances, an exemption from shoreholder opprovator the terms of a candidate for chief executive officer (who meets certain non- affiliation criteria, in accordance with the provisions of the israel Companies Low) > CMELSORIUD LINE COLLIDORNA & POLOCKE CHICLE CHOUSE DIOUS > Overseeing evaluation of top management and employees > Overseeing succession planning
CLIMATE. SUSTAINABILITY & COMMUNITY RELATIONS 00 Not stotutory committee, advisory only	> Overseeing ICC's climate, sustainability, safety, environment and woter management related risks an opportunities, torgets, policies and programs > Overseeing ICL's community outreach programs, puttive relations and novocacy o Overseeing diversity and inclusion aspects in the Company	Or. Miriam Hararı (Chair, Environmental Expert) Reem Arrinouch Sagi Kabla Gadi Lesin
FINANCING COMMITTEE (4) Not statutory committee, advisory only	> Overseeing KL's financing and equity management and operations, including loans. equity offerings, hedging, debt and ather financing vehicles	Sagi Kabla (Chair) Aviad Kaufman Avisar Paz Datha Cruber

sections:
I、Limate, Sustainable In No CoMAUNTY BELATIONS COMMITTEE
Dur Limbte, Sustainos in Committeels not o statuory committee and is not outhorized to execuse on power o

FINANCING COMMITTEE

it Financing Committee is not a statutory committee and is not buttonized to exercise any power of our Board of Directors and has naviving ind host download individiv.
outhor

BOARD AND COMMITTEES' MEETINGS ATTENDANCE IN 2023

BOARD MEMBER	BOARD MEETING	AUDIT & ACCOUNTING COMMITTEE	HRE COMPENSATION COMMITTEE	CLIMATE SUSTAINABILITY AND COMMUNITY RELATIONS COMMITTEE	FINANCING COMMITTEE
You Doppelt	18/181
Alliad Koutiman	12/18				4/4
Avisor Paz	12/18				AlA
Dafna Eruber	8/18		БИВ		3/4
GSS Lesin	17/13	01/10		4/5
Liar Reitblatt	18/18	10/10	ରାମ
Michal Silverberg.	81/8
MiriamHoron	18/18	10/10	EJE I	5/5
Ovodia日11	3/4			2/2
Reem Aminobch	16/18			5/5
Sagi Kabla	18/18			દીને	452
Tzipl Ozet Amon	17/18

1.Mr. Ell retired on May 10.2023, taillawing the 2023 Annual General Meeting of shareholders

By Order of the Boord of Directors.
Ayo Londman, Adv.
VP, Chief Complionce Dfficer & Corporate Secretary May 31, 2024

AICL _ SECTIO

Appendix A – Reconciliation of Non-IFRS Measures Full Year 2023
Calculation of adjusted EBITDA and free cash flow

Calculation of dajusted EBI I DA and Tree Cash TIOW
Colculation of Adjusted EBITDA (USSM)	FY 23	FY 22
Net income	5687	52.219
Financing expenses, net	5168	SITS
Taxes on income.	5287 (51)	\$1,185 (51)
Less: Share in earnings of equity-accounted investees
Operating income	51141	53.516
Depreciation and amortization	\$536	2498
Adjustments (1)	577	(57)
Adjusted EBITDA	51.754	\$4007
Calculation of Free Cash Flow (USSM)	FY 23	FY'22
Cash flow from operations	ટી ટેવેટ	\$2.025
Additions to PP&E, intangible assets, and	10-2000	11-200

(5777) (5710) dividendsfromequity-accounted investees 미

1,315 11 1 1 1 5818 1 1 1 1 51,315 1 1 Free cash flow

(1) Divestmant reintens and transction coss from acquisitions. legal proceedings. dispute and other settlement expenses
oswellas impairmentand dispositive coss trom on recul

Calculation of adjusted net income, attributable, adjusted diluted earnings per share ("EPS") and net debt to adjusted EBITDA

Colculation of adjusted net income attributable (USSM)	FY'23	FY'22
Net Income, attributable	5647	52,159
Adjustments®	577	(57)
Totaltax adjustments	(ਟੇਰੇ)	5198
Adjustednetincome, attributable	576	52.350
Calculation of Adjusted Diluted Earnings Per Share (US\$M, excluding per share data)	FY'23	FY'22
Adjusted net income, attributable	STE	\$2,350
Weighted-average number of diluted ordinary shares outstanding (inmillions)	1291	1290

i Note: Numbers mornang and set-offs.

ARTICLES OF ASSOCIATION OF

ICL GROUP LTD

Interpretation

1. In these Articles of Association, unless the wording of the text requires otherwise:

Words	Meaning
"Person"	Including a company, cooperative association or any other group of Persons, whether associated or not associated.
"Director"	A member of the Board of Directors of the Company, including a substitute Director.
"the Board of Directors"	The Board of Directors of the Company serving at that time.
"the Company"	ICL Group Ltd.
"the Seal"	The Company Seal.
"the Stamp"	The Company Stamp.
"the Office"	The registered Office of the Company, as will be from time to time.
"the Special State Share"	As defined in these Articles of Association.
"the Law" or "the Companies Law"	The Companies Law, 5759-1999, including all the changes inserted therein from time to time, or any law which supersedes or replaces it.
"the Shareholders Register"	The register of shareholders to be maintained in accordance with Section 127 of the Law, and/or, if the Company elected to maintain an additional Shareholders Register as provided in Section 138 of the Law, any such additional Shareholders Register.
"the Material Shareholders Register"	The register of material shareholders to be maintained in accordance with Section 128 of the Law.
"Writing"	Print, lithograph, photograph and any other way of fixing or imprinting words in visible form or, subject to the provisions of the law permitting it – electronically.
"Officer"	As this term is defined in the Companies Law, as amended from time to time.
"Securities"	Including a share, debenture, or a right to purchase, convert or sell any of them, whether registered or bearer.
"Securities Law"	Securities Law, 5729-1968.
"Administrative proceeding"	A proceeding pursuant to Chapters H3 (Imposition of a financial sanction by the Securities Authority), H4 (Imposition of administrative means of enforcement by the Administrative Enforcement Committee) or I1 (Arrangement for refraining from proceedings or termination of proceedings, contingent upon conditions), of the Securities Law, as may be amended from time to time.
"Competition Law"	Economic Competition Law, 5748-1988

"these Articles" or "these Articles of Association" These Articles of Association, as worded here or as changed from time to time.

Subject to the provisions of this Article, each term, word and expression in these Articles shall have the meaning given then in the Law, unless the written text necessitates another meaning.

Anything stated in the singular shall mean also the plural and vice versa, and anything stated in the masculine shall mean also the feminine, and vice versa.

The headings appearing in these Articles of Association are intended for convenience only, and shall not be used for the interpretation of these Articles of Association.

1. The liability of the shareholders for the debts of the Company is limited to repayment of the consideration they undertook to pay in respect of their shares in the Company.

2. The objectives of the Company are as listed in the Company's Memorandum of Association.

3. The current management and the control of the Company's business, and its principal place of business, shall be in Israel.

A change, amendment or cancellation of this Article 4 shall be deemed to be a change of the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action which contravenes or does not comply with the provisions of this Article 4, shall be void and invalid without receipt of the consent of the holder of the Special State Share. Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

The Business

1. The Company may engage in any service, sector or type of business which, under these Articles of Association, it was authorized to manage or engage in, whether expressly or by implication. The Board of Directors may decide to abandon or suspend the management of such sector or type of business, whether it actually started to manage them or not.

2. The Company may donate a reasonable sum to a worthy cause, even if the donation is not part of its business considerations, the object of which is to generate profits.

The Share Capital and the Rights Attaching to the Shares

• 1. The registered share capital of the Company is NIS 1,485,000,000, divided into 1,484,999,999 ordinary shares of a par value of NIS 1 each (hereinafter: "the Ordinary Shares") and one registered Special State Share of a par value of NIS 1.
• 1. (a) (1) The Ordinary Shares shall be equal in their rights and shall grant their holders the right to receive notices concerning General Meetings of the Company, to participate and vote therein, to elect the members of the Board of Directors as set forth in these Articles of Association, as well as the right to participate in the distribution of the Company's profits and the distribution of surplus assets upon liquidation.
  2. (2) In case of distribution of dividends they shall be paid proportionally to the amounts paid up or credited as paid up on account of the par value of the shares, without taking into account the premium paid on them.
  3. (3) Ordinary Shares which have been paid up or credited as paid up, in full or partially, within any period with regard to which the dividends are paid, shall entitle their holders to the dividend so that, unless determined otherwise in the terms of their issue, it will be proportional to the amount paid up or credited as paid up on the par value of those shares as at the date of its payment.
  4. (4) In case of distribution of bonus shares they shall be distributed among the holders of the Ordinary Shares in the same proportion as they are entitled to participate in the distribution of a dividend, and shall be of the same class as the shares in respect of which they were distributed.
  5. (5) Upon liquidation of the Company, its surplus assets shall be distributed, including all its obligations, subject to rights granted for any class of shares which have been issued at that time, if any, among the holders of the Ordinary Shares, proportionally to the amount paid up or credited as paid up on the par value of those shares, without taking into account the premium paid on the shares.
  6. (b) The Special State Share can not be sold or transferred from the name of the Government of Israel, and shall grant its holder, for the purpose of preserving the essential interests of the State, the following rights:
     • (1) Sale or transfer of material assets of the Company or the granting of any other right in such assets (hereinafter: "Transfer"), not in the ordinary course of the Company's business, shall be invalid without the consent of the holder of the Special State Share, which may oppose Transfer of a material asset as aforesaid only if it is likely, in its opinion, to harm one of the essential interests of the State as defined below.
     • In this Article 8(b)(1) Transfer of material assets not in the ordinary course of the Company's business, means including simultaneously or in parts, whether in one transaction or in a series of transactions of each of these:
     • (a) Transfer of shares or other Securities in the Company, including Securities held by the Company in another corporation, as a result of which another will hold more than 25% of the voting rights in the Company or the other corporation, or as a result of which the control in the Company or in the other corporation will transfer or is likely to transfer to another holder (in this paragraph, Transfer – including allotment of Securities).

• (b) Assets that are essential to the existence and development or preservation of the production capabilities of the Company. These assets include: production lines, including production facilities, mining and quarrying rights, marketing arrays, know-how and technology – whether protected by patents or other intellectual property rights or not.

• (2) Decisions on voluntary liquidation, as well as decisions on a settlement or arrangement pursuant to Section 350 of the Companies Law, or decisions on a change or reorganization of the structure of the Company, or on a merger (except for mergers of corporations controlled by the Company or controlled by a subsidiary, where such mergers will not prejudice the rights or powers of the holder of the Special State Share) – shall be invalid without the consent of the holder of the Special State Share.

• (3) (a) Any acquisition or holding of shares in the Company, of 14% or more of the issued share capital of the Company, shall not be valid for the Company unless the consent of the holder of the Special State Share was obtained.

  • (b) Any acquisition or holding of 25% or more of the issued share capital of the Company (including the making up of a holding to 25%), shall not be valid for the Company unless the consent of the holder of the Special State Share was obtained, even if such consent was obtained in the past for a holding of less than 25%.
  • (c) In addition to the aforesaid, the consent of the holder of the Special State Share shall be required for any percentage of holding of shares in the Company's share capital which grants their holder the right, the ability or the practical possibility to appoint, directly or indirectly, a number of Directors in the Company which constitute half or more of the number of members of the Board of Directors of the Company, as it actually numbers from time to time. A holding of a percentage of the share capital for which the consent of the holder of the Special State Share is required as aforesaid, shall not be valid for the Company as long as such consent has not been obtained.
  • (d) The holder of the Special State Share may make its consent under this Article 8(b)(3) contingent on terms at its discretion, for securing the essential interests of the State. Furthermore, it may waive, on terms it stipulates, toward a certain shareholder, for a limited period or in perpetuity, any of the rights granted him under these Articles of Association. Any such waiver shall not be deemed to be a change or amendment of these Articles of Association or of the rights attaching to the Special State Share.
  • (e) Any lien and/or pledge transaction of shares in the Company in which, as a result of the enforcement or exercise of rights thereunder, the owner of the lien or pledge is likely to hold shares from the share capital of the Company in the percentages stated in Articles 8(b)(3)(a) to 8(b)(3)(c) inclusive of these Articles of Association, or to increase its holdings to those percentages, shall not be valid without the consent of the holder of the Special State Share, and everything stated in this Article 8(b)(3) concerning holding or acquisition of shares shall apply also to their lien or pledge.

• (4) The holder of the Special State Share shall be entitled to receive into its possession, upon its demand, from the Company, any information and documents which a holder of Ordinary Shares in the Company is entitled to receive, and in addition thereto shall be entitled to receive any information and documents which a Director and/or outside Director is entitled to receive. Any information, which a General Meeting of the Company receives or is entitled to receive, shall be conveyed to the holder of the Special State Share prior to the convening of the General Meeting. The holder of the Special State Share shall use this information only for the purpose of exercising its rights according to these Articles of Association, for preserving the essential interests of the State.

• (5) Whoever requests the consent of the holder of the Special State Share for any of the matters, for which its consent is required according to these Articles of Association, shall apply in Writing to the holder of the Special State Share, where the application includes the information needed for making the decision.
• (5a) The Company shall notify whoever reported to it that it is an interested party in the Company, that voting at its General Meetings by virtue of the shares held by the interested party, shall be made conditional by the Company upon the submission of written confirmation, prior to the General Meeting, by whoever wishes to vote by virtue of those shares, that to the best of its knowledge, the voting is by virtue of shares, the holding of which does not require the consent of the holder of the Special State Share according to the Articles of Association of the Company, or that such consent was given.

The Company shall make such voting contingent also in relation to whoever wishes to vote at a General Meeting or to appoint Directors by virtue of the shares constituting 14% or more of the issued share capital of the Company.

• (6) The holder of the Special State Share shall be deemed to have given its consent for the actions mentioned in Articles 8(b)(1), 8(b)(2) and 8(b)(3)(e) of these Articles of Association, if within 90 days of the date it was requested, in Writing, to give its consent (where the request includes the information required for making the decision), it did not give a negative answer or did not give any answer – if one of the Ministers holding the Special State Share did not request that the matter be brought before the Government for discussion within that period.
• (7) Any consent, waiver or approval of the holder of the Special State Share shall be in Writing. The effect of any consent or waiver or approval of the holder of the Special State Share shall be from the date it is given, unless expressly stated otherwise.

• (8) In these Articles of Association, "the essential interests of the State" means

  • (a) To preserve the character of the Company and its subsidiaries, Dead Sea Works Ltd., Rotem Amfert Negev Ltd., Dead Sea Bromine Ltd., Bromine Compounds Ltd. and Tami (E.M.I) Research & Development Institute Ltd. (the Company and the above subsidiaries shall be referred to in this Article 8(b) below as "the Companies"), as Israeli companies, the center and management of whose business is in Israel.
  • (b) To supervise the control of quarries and natural resources, for their development and efficient exploitation, including maximum implementation in Israel of the results of the investments, the research and the development.

• (c) To prevent the acquisition of a position of influence in the Companies by hostile entities, or entities which are liable to harm the foreign and security interests of the State.

• (d) To prevent the acquisition of a position of influence in the Companies or the management of the Companies, where such acquisition or management is liable to create a situation of conflict of material interests liable to harm one of the essential interests listed above.
• (9) In this Article 8(b) and in Article 38(a) of these Articles of Association: "holding" or "acquisition" of shares, "control" and "affiliated company" as these terms are defined in Section 1 of the Securities Law, and including holding by a holder or holders acting in coordination or as one, or in cooperation; however, in counting the holdings of a holder, its holdings by means of an affiliated company whose securities have been offered to the public shall not be taken into account, provided that the affiliated company is not in its control, alone or together with others who hold securities of the Company.
• (10) The rights listed in this Article 8(b) and in Articles 4, 38(a), 68, 82(d), 83, 84, 92(c) and 117(c) of these Articles of Association, are the rights attaching to the Special State Share, and other than those, the Special State Share shall not grant its holder any voting rights or capital rights whatsoever.

A change, amendment or cancellation of this Article 8(b) shall be deemed to be a change of the rights attaching to the Special State Share, and shall not be made without the consent of the holder of the Special State Share. Any decision or action, which is contrary to or not in compliance with the provisions of this Article 8(b), shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any change of these Articles of Association in a way liable to prejudice, directly or indirectly, the rights attaching to the Special State Share, shall be deemed to be a change of the rights attaching to the Special State Share. Any decision or action which is liable to prejudice, directly or indirectly, the rights attaching to the Special State Share, shall not be done without the consent of the holder of the Special State Share, and shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Shares

• 1. Taking into consideration the provisions of the Law and the provisions on this matter in these Articles of Association, where they exist, the Company can create shares with privileges or with deferred rights or with rights of redemption or with other special restricted rights or restrictions in connection with the distribution of the dividends, a right of opinion, clearance of fund capital, or in connection with other matters, as may be determined by the Company from time to time, and to issue them from time to time, in accordance with a resolution of the Board of Directors.
• 1. (a) A change in the rights attaching to a class of shares shall be made in a resolution of the holders of shares of that class and in a resolution of meetings of those classes of shares whose rights will be prejudiced by the change, by a simple majority of those present and who vote at such meetings.
  2. (b) The provisions of these Articles of Association concerning General Meetings shall apply, mutatis mutandis, to any Special General Meeting as aforesaid, but the quorum required shall be constituted when there are present, in person or by proxy, two members who together hold more than 50% of the issued shares of the same class, and at such a Special General Meeting which was adjourned for lack of a quorum, the quorum required shall be – at least two members with a voting right who are present in person or by proxy, who hold at least one third of the issued shares of the same class.
• 1. A. Subject to the provisions of the Law, any law and these Articles of Association, the Board of Directors may issue or allot shares and other securities, convertible to or exercisable for shares, up to the limit of the registered share capital of the Company (and for this matter, securities convertible to or exercisable for shares shall be seen as if converted or exercised on the date of the issue).
  2. B. The authority of the Board of Directors as provided in sub-article (A) can be delegated as provided in paragraphs (1|) or (2), as the Board of Directors decides:
     • (1) To a committee of the Board of Directors Upon the issue or allotment of securities as part of an employee compensation plan or employment or salary agreements between the Company and its employees, or between the Company and employees of a related company whose board of directors consented to it in advance, provided that the issue or allotment is according to a plan that includes detailed criteria outlined and approved by the Board of Directors.
     • (2) To a committee of the Board of Directors, the CEO or similar office-holder (in this Article the CEO), or to another person recommended by the CEO Upon an allotment of shares due to exercise or conversion of securities of the Company.
• 1. If under the terms of any allotment of a share, payment of the share, in full or in part, is in installments, then each such installment shall be paid to the Company on its due date by the Person who is the registered owner of the shares at that time, or by his legal guardian.
• 1. Upon the allotment of shares, the Board of Directors may introduce differences among those shareholders in relation to the amounts of the calls and/or their payment schedule.
• 1. Unless stipulated otherwise in these Articles of Association, the Company shall see whoever is registered in the Shareholders Register as the owner of a share or whoever holds a share certificate or to whomever a share is credited with a member of the stock exchange and that share is included among the shares registered in the Shareholders Register in the name of a nominees company, as the outright owner of that share, and accordingly, it shall not be bound to recognize any claim on the basis of equitable title or a right contingent upon conditions or a future right or a partial right in the share, or on another basis in relation to such a share, or in relation to a benefit therein on the part of any other Person
• 1. Where two or more Persons are registered as joint holders of a share, each of them may give binding receipts for any dividend or other moneys in connection with that share.

Share Certificates

1. A certificate of possession of shares shall be issued with the Stamp of the Company and signed by two Directors together, or by one Director and the Company Secretary, or by any other Person appointed by the Board of Directors, all subject to the provisions of the Law and its concomitant Regulations.

2. 1. Any shareholder may accept from the Company, free of charge, within a period of two months after the allotment or registration of the Transfer (unless the terms of the issue determine a longer period), one certificate in respect of all the shares registered in his name, which sets out the number of shares in respect of which it is issued, and the amount paid for them, and any other detail which the Board of Directors considers important.
3. 1. (a) A share certificate registered in the names of two or more Persons shall be delivered to the Person whose name appears first in the Shareholders Register among the names of the joint owners.
   2. (b) If a share certificate is lost or disfigured, the Company may issue another certificate in its place, for payment, if imposed, and on such terms relating to proof of loss or disfigurement and relating to guarantee for damages, as the Board of Directors sees fit.

Call for Payment

• 1. The Board of Directors may, from time to time, at its discretion, issue calls for payment to the shareholders for all the moneys not yet paid up in respect of the shares which are held by each of the shareholders, and which, under the terms of allotment of the shares, need not be paid on fixed dates, and each shareholder must pay the Company the amount of the call, at the time and in the place determined by the Board of Directors. A call can be by dividing the payment into installments.
• 1. For every call, at least14 days' notice shall be given, stating the amount of the payment and the place for its payment. The Board of Directors may, by giving written notice to the shareholders, cancel the call or postpone its date of payment. The Board of Directors may introduce differences among the shareholders in relation to the amounts of the calls and/or their dates of payment.
• 1. A call shall be deemed to have been made on the date on which the Board of Directors decided on the call.
• 1. Joint owners of a share shall be jointly and severally responsible for payment of all the payment installments and the call arriving in respect of such a share.
• 1. If a call or an installment due on account of a share is not paid on the date designated for payment or prior thereto, the Person who at that time is an shareholder must pay interest on the amount of the call or the installment, at the rate determined by the Board of Directors according to market credit conditions from time to time, starting from the date designated for payment and ending on the date of actual payment. But the Board of Directors may waive payment of all the interest or part thereof.
• 1. Any sum which, under the terms of allotment of a share, must be paid at the time of the allotment or on a fixed date, whether on account of the par value of the share or as a premium, shall be considered, with regard to these Articles of Association, as a call duly made by the Board of Directors and for which notice was duly given, and the date of payment is the date fixed for payment. In case of non-payment, all the Articles of these Articles of Association, which deal with payment of interest and expenses, forfeiture of shares, and all the other Articles relating to calls, shall apply.
• 1. A shareholder shall not be entitled to receive a dividend or to exercise any right as a shareholder unless he has cleared all the calls which are paid from time to time and which apply to his shares, whether he holds them alone or together with another Person, plus linkage differentials and interest and expenses, if any.
• 1. The Board of Directors may, if it sees fit, accept from a shareholder who wishes to pay in advance all or part of the moneys due on account of his shares, in addition to the amounts actually called, and it may pay him interest, at a rate to be agreed upon between the Board of Directors and the shareholder, on amounts paid in advance as aforesaid, or on that part thereof which exceeds the amount which at that time had been called on account of the shares in relation to which the advance payment was made, or it may come to another arrangement with him, which will compensate him for the advance payment. The Board of Directors may, at any time, as long as its due date has not arrived, reimburse the amount paid in advance as aforesaid, by giving the shareholder three months' notice in Writing.

Forfeiture and Lien

• 1. If a shareholder does not pay any or all calls or any payment installments on or before the date set for its payment, the Board of Directors may, at any time thereafter, as long as the call or the payment installment remains uncleared, deliver notice to such shareholder and demand that he pay them plus linkage differentials and accrued interest, as well as any expenses which the Company has incurred by reason of such non-clearance.
• 1. The notice shall name a day (which shall be at least 14 days after the date of the notice) and a place, on which and in which the above call or installment should be paid, plus linkage differentials and interest and expenses as aforesaid. The notice shall also state that in the event of non-payment on or before time and in the place appointed in the notice, the shares in respect of which the call was made or the installment was due, shall be liable to forfeit.
• 1. If the requirements of the above notice are not met, then at any time thereafter and before payment of the call or installment, the linkage differentials, the interest and the expenses demanded in the notice has been made, any share in relation to which the above notice was given may, by a resolution of the Board of Directors to that effect, be forfeited. Forfeiture of the shares shall include all the dividends of those shares, which were not paid before the forfeiture, even if announced but not actually paid before the forfeiture.
• 1. Any share forfeited as aforesaid shall be considered a dormant share, and the Board of Directors may sell it, as it decides, taking into consideration these Articles of Association and subject to the provisions of any law.
• 1. The Board of Directors may, at any time prior to the sale of any share forfeited as aforesaid, cancel the forfeiture on such terms as it sees fit.
• 1. A shareholder whose shares were forfeited shall cease to be a shareholder in respect of the forfeited shares; nevertheless, he shall be required to pay the Company the entire call, payment installments, linkage differentials and interest and the expenses due on account of or for those shares at the time of the forfeiture, plus the interest on those amounts at the maximum rate permitted at that time by law, from the date of the forfeiture to the date of the payment. The shareholder shall be required to fulfill all the claims and demands which the Company could have made in relation to the shares up to the date of the forfeiture, without deduction or discount for the value of the shares on the date of forfeiture. His obligation will be discharged after the Company receives the full consideration, which the shareholder undertook to pay, plus the expenses involved in the sale. If the consideration received from the sale of the forfeited shares exceeds the consideration which the debtor undertook to pay, the debtor shall be entitled to recoup the partial consideration he gave for them, if any, provided that the consideration remaining in the hands of the Company shall be not less than the full consideration which the debtor undertook to pay plus the expenses involved in the sale.

The Board of Directors may, but is not obligated to, require the shareholder to pay some or all of these sums of money, if it sees fit to do so. Forfeiture of a share shall bring with it, a the time of forfeiture, cancellation of any right in the Company and any claim or demand against it in relation to the share, except for those rights and obligations which are excluded from this rule by virtue of these Articles of Association or which the law vests in or imposes upon a former shareholder.

• 1. The provisions of these Articles of Association concerning forfeiture of shares shall apply also to cases of non-payment of a known amount which, under the terms of issue of the share or under the terms of allotment of the share, falls due on an appointed ate, whether it is on account of the par value of the share or as a premium, as if that amount were due for payment by virtue of a call duly made and delivered.
• 1. The Company shall have a first right of lien on all the shares registered in the name of any holder of a share, whether alone or jointly with others, except for shares which are fully paid up, and on consideration of their sale, to secure the debts and obligations of that shareholder to the Company, whether himself or with others, whether the date of clearance of those debts or the date of discharge of those obligations has arrived or not arrived, whatever the source of those debts, and no equitable rights shall be created on any share except as provided in Article 14 of these Articles of Association.

The above lien shall apply to all the dividends announced from time to time on those shares.

• 1. In order to enforce the above lien, the Board of Directors may sell the forfeited shares as it sees fit, at its discretion, but no share may be sold unless the period referred to in Article 28 above has elapsed and written notice was delivered to the shareholder, his heirs, the executors of his will or the managers of his estate, that the Company is considering selling the share, and the shareholder, his heirs or the executors of his will or managers of his estate have not paid the above debts or have not fulfilled or discharged the above obligations within 7 days of the date of sending the notice.
• 1. The net consideration from any such sale, after payment of the sale expenses, shall be used for clearance of the debts and discharge of the obligations of that shareholder (including the debts, obligations and contracts for which the date of payment has not yet arrived), and the surplus (if remaining) shall be paid to him, his heirs, the executors of his will or the manages of his estate, or to whomever the shareholder transfers the right thereto.
• 1. If a sale was made after forfeiture or for enforcement of a lien, by way of prima facie exercise of the powers granted above, the Board of Directors may register those shares in the Shareholders Register in the name of the buyer, and the buyer shall not be required to ascertain the regularity of the actions or the manner of disposition of the proceeds of the sale, and after those shares are registered in his name, no Person shall appeal the validity of the sale.

Transfer of Securities

1. (a) (1) A Person who intends to buy shares or to contract in a transaction that will lead to a holding of shares in percentages that require the consent of the holder of the Special State Share, or a Person who holds shares in the Company in such percentages as a result of certain events, shall give immediate notice thereof to the Company Secretary and shall deliver to the Company power of attorney, whereby the Company shall be authorized to sell the shares held by him and for the holding of which he requires a permit or an additional permit, as the case may be, pursuant to the provisions of these Articles of Association. If the Company Secretary learns of a Person who ostensibly holds Company shares in such percentages, he shall notify that Person accordingly and demand that he submit a declaration of the percentages of his holdings in the Company, and deliver to the Company power of attorney as aforesaid.

2. (2) Immediately after a Person has notified the Company Secretary as aforesaid, the Company Secretary shall request from the holder of the Special State Share, its consent to the holding. The Secretary shall attach to his request all the documents and information relevant to the matter, as well as any additional information required by the holder of the Special State Share.

3. (3) As long as the consent of the holder of the Special State Share to the holding of shares in the above percentages, as may be, has not been received in Writing, or if the holder of the Special State Share does not consent to approve such holding, a Person cannot receive or exercise, with regard to the Company, any right vested in a shareholder who holds shares in a percentage that exceeds the percentage for which the consent of the holder of the Special State Share is required. Without derogating from the aforesaid, a Person shall not appoint Directors in the Company in a number exceeding the number of Directors he would have been authorized to appoint according to the shares he holds and for the holding of which no permit or additional permit is required, as the case may be, and in General Meetings his vote shall be according to a vote count as per the percentage of the quantity of shares for the holding of which he does not require a permit or additional permit, as the case may be.
4. (4) Having received the response of the holder of the Special State Share to the request for a permit for a holding as aforesaid, the Company shall act as follows:
   • (a) If the reply was positive the holding or voting agreement shall be registered in the Company's books, noting the granting of the permit and the terms stipulated therein.
   • (b) If the reply was negative the Board of Directors or the Company Secretary shall inform whoever requested the permit of the reply, and demand of him to reduce the percentage of his holdings in the Company within a period to be set in the notice and which shall not exceed 30 days, to a lower percentage than that not permitted him.

If within that period the shares were not transferred as aforesaid, the Board of Directors shall be required to sell the shares through the stock exchange or in an off-the-floor transaction, at such price and on such terms as it sees fit. Any decision or action made by the Board of Directors as aforesaid in this Article shall be final and absolute, and any transfer or sale of shares carried out in accordance with this Article shall be acceptable towards any third party.

Without derogating from the aforesaid, no allegation shall be entertained concerning the rights of the transferee concerning a share sale proceeding, and the transferee may demand that the Company's books be altered accordingly. The provisions of these Articles of Association concerning forfeiture and lien of shares shall apply, mutatis mutandis, to a sale of shares pursuant to this Article insofar as they do not contradict the aforesaid.

ICL Group Ltd. – Articles of Association

• (5) The registration of shareholders in the Shareholders Register or in the Material Shareholders Register can be done only after receipt of the consent of the holder of the Special State Share, insofar as it is required pursuant to these Articles of Association.
• (6) The Directors are not required to give reasons for their decisions on the mattes referred to in this Article. Any such decision shall be conveyed to a shareholder at his address as written in the Shareholder Register, and if there is no such address, it shall be published in at least two daily newspapers, and its publication shall constitute, in all matters and respects, notice delivered to the shareholder himself.

A change, amendment or cancellation of this Article 38(a) shall be deemed to be a change of the rights attaching to the Special State Share, and shall not be made without the consent of the holder of the Special State Share. Any decision or action which contravenes or does not comply with the provisions of this Article 38(a), shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent or waiver or approval of the holder of the Special State Share shall be given in Writing.

(b) Subject to the aforesaid, fully paid up shares can be transferred without need for the approval of the Board of Directors.

The aforesaid notwithstanding, the Special State Share cannot be transferred.

1. No transfer of securities shall be registered unless a suitable deed of transfer is submitted to the Company. A deed of transfer of a Company security shall be signed by the transferor and the transferee, and the transferor shall be considered as the holder of the transferred security until registration of the name of the transferee in the Shareholders Register or in other registers maintained by the Company, as the case may be, in respect of the transferred security.

2. The deed of transfer of a security, in the form below or in as similar form as possible, or in any normal or acceptable form as approved by the Board of Directors or by the Company Secretary:

I, _____________, of __________________________, in consideration of NIS ______ which was paid to me by ________________ of _________________________ (hereinafter called "the Transferee"), hereby transfer to the Transferee ______ shares of NIS ______ each, which are marked with the numbers __________ to __________ inclusive, of ICL Group Ltd., to be held by the Transferee, the managers of his estate, his guardians and legal representatives, in accordance with the terms under which I held them prior to signing this deed, and I, the Transferee, hereby agree to accept the above shares on those terms.

In witness whereof we have affixed our signatures this ____ day of the month of __________, in the year _______.

The Transferor The Transferee Witness to the Transferor's signature Witness to the Transferee's signature

1. Every deed of transfer of securities shall be submitted to the Office for registration, together with the certificates of the shares which are to be transferred if the deed is for a transfer of shares, and any other proof which the Company may demand concerning the proprietary right of the transferor or his right to transfer the securities. All the deeds of transfer, which are registered, shall remain in the hands of the Company.

2. The Company may demand payment of a fee for registration of the transfer, in an amount, which shall be determined by the Board of Directors from time to time.

Assignment of Securities (Transfer by Virtue of the Law)

• 1. Subject to the provisions of Article 8(b)(3) of these Articles of Association, upon the death of a holder of Company securities, the Company shall recognize the executors of the will or managers of the estate of a single holder of securities who died, and where there are no executors of a will or manages of an estate, Persons who have a benefit as the heirs of a single holder of securities who died, as the sole Persons having rights to the securities of the deceased. With regard to a security, which is registered in the names of two or more holders, the Company shall recognize as those with rights to the security only those who are still alive, but nothing aforesaid shall exempt the estate of the deceased joint holder of a security from any obligation in respect of any security that he jointly owned.
• 1. The Company may, subject to the provisions of Article 8(b)(3) of these Articles of Association, recognize a receiver or liquidator of a holder of a Company security which is a corporation in liquidation or winding down, or a trustee in bankruptcies or any receiver of a bankrupt holder of securities of the Company, as being entitled to a security registered in the name of such a holder of securities of the Company.
• 1. Whoever becomes entitled to a security due to his being a guardian or executor of an estate or the heir of a holder of securities of the Company or a receiver or liquidator or trustee in bankruptcies of a holder of securities of the Company or according to another provision of law, may, subject to the provisions of Article 8(b)(3) of these Articles of Association, upon presenting proof of his right – as the Board of Directors may demand – be registered as the owner of the security or transfer it, subject to the provisions included in these Articles of Association in relation to transfer, to another Person.
• 1. Subject to the provisions of Article 8(b)(3) of these Articles of Association, anyone becoming entitled to a security as a result of the death or bankruptcy of its holder, or other transfer by virtue of the Law, shall be entitled to the same dividends and other rights as those to which he would have been entitled were he the registered holder of the security, except he shall not be entitled to exercise thereby any right which is granted to a holder of a security in the Company with regard to Company Meetings, before he is registered in relation to that security in the Shareholders Register or in other registers maintained by the Company, as the case may be.

Share Warrant

1. The Company may issue a share warrant for a fully paid up share, subject to the provisions of the Law and its concomitant Regulations.

Redeemable Securities

1. The Company may, taking into consideration the provisions of the Law, issue redeemable securities and redeem them on terms which it stipulates. In redeeming such shares, the Company shall act in accordance with the provisions of the Law.

Conversion of shares to stock

1. With the prior approval of the Company at a General Meeting, the Board of Directors may convert fully paid up shares to stock, and it may also, with similar approval, reconvert the stock to paid up shares of any mount whatsoever.

2. 1. Stockholders may transfer the stock, in whole or in part, in the same manner and in accordance with the same Articles to the extent possible, just as they could have transferred, before the conversion, the shares from which the stock was created; in addition, the Board of Directors may determine, from time to time, the minimum quantity of the stock which can be transferred, and may limit or forbid quantities smaller than that minimum, but the minimum shall not exceed the nominal sum of all the shares from which the stock was created.
3. 1. Stockholders shall have, according to the percentage of stock they hold, the same rights and discounts relating to dividends and other matters as if they held the shares from which the stock was created. These rights and discounts, apart from the right to share in dividends and in the profits of the Company, shall not be acquired by a part of stock which, were it in shares, would not entitle its holder to that right or that discount.
4. 1. Those Articles in these Articles of Association which apply to fully paid up shares shall apply also to stock, and the words "shares" and "shareholder" mentioned therein shall include also "stock" and "stockholder".

Change of Capital

• 1. The Company may, from time to time, subject to the provisions of the Law, increase the registered share capital by creating new shares, whether all the shares whose issue has been decided upon have been issued by that time or not, and whether all the shares issued up to that time were fully called or not.
• 1. The increase referred to in Article 53 of these Articles of Association shall be of such amount and divided into shares of such par value, and shall be issued with such stipulations and terms and with such rights and additional rights attaching to them, as the resolution of creation of the shares shall provide, and in particular, the shares can be issued with a prerogative or a qualified right to dividends or distribution of assets and with a special right to vote or without any right to vote – all subject to the provisions of Article 10 of these Articles of Association.
• 1. Unless stated otherwise in the resolution on increasing the share capital, the new shares shall be subject to the exact same provisions concerning payment of calls, right of lien, forfeiture, transfer, delivery and all other provisions applicable to the shares of the original share capital.
• 1. The Company may:
  2. (a) consolidate and redivide its share capital into shares of a larger sum than the existing shares;
  3. (b) divide, by redistribution of all or some of its existing shares, its share capital, in whole or in part, into shares of a smaller sum that the sum stated in these Articles of Association;
  4. (c) cancel registered share capital that has not yet been allotted, provided that there is no Company undertaking, including a conditional undertaking, to allot the shares;
  5. (d) reduce its share capital in the same way and on the same terms, to the extent required, as the Law requires.
• 1. The shareholders have no priority to buy new shares in the Company.

Authority to Borrow Money

1. Without derogating from the generality of the provisions of Article 107 of these Articles of Association, the Board of Directors may, from time to time, as it sees fit:

(a) give approval for the Company to borrow money in any amount and ensure its clearance in any way to sees fit;

(b) give approval for the Company to give guarantees, collateral and securities of any kind whatsoever, which in the opinion of the Board of Directors can be given to the Company's benefit, and this shall include the Company being authorized to issue bonds, stock of bonds, promissory notes and bills of exchange, capital notes and deposit certificates of any kind whatsoever, and other securities of any kind which are convertible into other securities of any kind, and also to pledge and place a lien on the assets and/or property of the Company, in whole or in part, whether in the present or in the future (including share capital not yet called, or called and not yet paid), whether a floating lien or a fixed lien.

(c) Debentures and all types of deeds of commitment or other securities can be issued with a discount, at a premium or in any other way, and with privileges or deferred rights or other rights, all as the Board of Directors shall decide.

1. In cases where a Director or any Person is held personally liable for the payment of any amount of money which is firstly due from the Company, the Board of Directors may draw up or cause to be drawn up any mortgage, lien or security on the Company's assets or any part thereof, as indemnity to secure the Directors or the Persons held liable as aforesaid, against any loss due to that liability.

General Meetings

• 1. 60.1 An Annual General Meeting shall convene once a year, not later than 15 months after the last Annual General Meeting, at the time and in the place determined by the Board of Directors. Such General Meetings shall be called "Annual Meetings", and all the other meetings of the Company shall be called "Special Meetings". The term "General Meeting", insofar as it appears in these Articles of Association, shall relate to both types of meeting together.
  2. 60.2 The agenda of an Annual Meeting shall include discussion of the financial statements, the Directors' Report, the appointment of Directors and the appointment of an auditor (including reporting on the fees and other engagement with it); the agenda can include additional subjects decided upon by the Board of Directors, including a subject requested in advance of the Board of Directors by one or more shareholders who have at least one percent of the voting rights in the General Meeting, provided that the subject is appropriate for discussion in the General Meeting.
  3. 60.3 The agenda at a Special Meeting shall be decided by the Board of Directors and shall include subjects for which the Special Meeting must be convened, and a subject requested in advance of the Board of Directors by one or more shareholders who has at least one percent of the voting rights in the General Meeting, provided that the subject is appropriate for discussion in the General Meeting.
• 1. The Board of Directors may call a Special Meeting whenever it sees fit to do so. A Special Meeting can be convened upon the demand of a Director/s or shareholder/s as prescribed in Section 63 of the Law, and if the Board of Directors did not convene it upon such demand, those demanding it may convene it in accordance with Section 64 of the Law or may apply to the Court with a request that it convene it, as provided in Section 65 of the Law.
• 1. 62.1 Notice of a General Meeting shall be published as required by the Law and state the type of meeting, the place and date of its convening, the subjects on the agenda, a summary of the proposed resolutions, the majority required for adoption of the resolutions, the record date for the shareholders to vote in the General Meeting, whether it has been determined that an adjourned Meeting will take place on a date later than that prescribed in the Law – that date, the telephone number and address of the registered Office of the Company, the dates on which the full text of the proposed resolutions can be read, whether there are subjects on the agenda of the Meeting which can be voted upon by voting slips – the quantity of shares constituting the percentage of all the voting rights, if any such percentage has been determined in regulations or in these Articles of Association, and all the details which the Law, its concomitant Regulations and any law requires to be provided.
  2. 62.2 Notice of a General Meeting shall be submitted to the shareholders as required by law. Notice of a General Meeting shall be published in at least two daily Hebrew-language newspapers of wide circulation and on the Company's website.

Discussions at General Meetings

• 1. No discussion shall be opened at a General Meeting unless a quorum is present at the opening of the Meeting. A quorum shall be constituted when there are present, in person or by proxy, two shareholders who together hold more than 50% of the issued shares granting voting rights in the Company.
• 1. If after the elapse of half an hour from the time set for the Meeting a quorum is not present, the Meeting shall be adjourned to the same day the following week, at the same time and in the same place, or to any other date and/or time and/or place, as the Board of Directors shall stated in a notice to the shareholders; and if at the adjourned Meeting no quorum is present after the elapse of half an hour from the time set for the Meeting, then two shareholders with voting rights who hold at least one third of the issued share capital of the Company, who are present in person or by proxy, shall constitute a quorum, and may discuss and resolve the matters for which the Meeting was called.
• 1. The Chairman of the Board of Directors, and in his absence the Vice-Chairman, if there is a Vice-Chairman, shall chair every General Meeting of the Company; if there is no Chairman or Vice-Chairman as aforesaid or he is not present after the elapse of 15 minutes from the time set for the Meeting, or if either of them does not wish to chair the Meeting, the shareholders who are present at the Meeting shall elect one of themselves to chair the Meeting.
• 1. All resolutions of the General Meeting shall be adopted by a simple majority of the shareholders who are present at the Meeting and who vote on the resolutions, unless stated otherwise in the Law or in these Articles of Association.
• 1. The chairman of a General Meeting shall have an additional or casting vote.
• 1. Any proposed resolution which is submitted to the Meeting shall be resolved by a count of votes.
  2. A change, amendment to cancellation of thus Article 68 shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action which contravenes or does not comply with the provisions of this Article 68 shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

1. A dispute concerning the acceptance or rejection of a vote shall be resolved by the chairman, and his decision shall be final and absolute.

2. 1. The announcement by the chairman of the General Meeting that a resolution has been passed unanimously or by a certain majority or has been rejected, shall serve as prima facie evidence of that fact, and there shall be no need to prove the number of votes or the quota of votes which were cast in favor of the resolution or against it.
3. 1. A General Meeting at which a quorum is present may resolve to adjourn the Meeting, the discussion or a decision on a resolution which appeared in the agenda, to another time or another place, but at the adjourned Meeting, the discussion shall be only of the subjects of which discussion was not completed at the Meeting that decided on the adjournment. Notice of the adjournment and of the subjects on the agenda of the Meeting that was adjourned, shall be given to all the shareholders in the way determined in Article 62 of these Articles of Association.

If a General Meeting is adjourned without changing its agenda, to a date which does not exceed 21 days, notices and invitations relating to the new date will be given as early as possible, and no later than seventy-two hours before the General Meeting.

1. The General Meeting may assume powers vested in another organ, and may decide that the powers vested in the CEO should be transferred to the authority of the Board of Directors (or to the Chairman of the Board, is permitted by law), all for a particular matter or for a certain period of time that does not exceed the time required under the circumstances.

Voting of the Shareholders

• 1. Subject to all the special terms, privileges and limitations concerning the voting of shareholders, which are entailed a that time in any shares, in a vote by vote count, each shareholder who is present in person or by proxy or who is voting by means of a voting slip, shall have one vote for every share he owns that grants a voting right.
• 1. A corporation that holds shares in the Company may empower, by a resolution duly adopted by it, the Person it deems suitable to be its representative at any Meeting of the Company. A Person so empowered may exercise on behalf of the corporation he represents such powers as the corporation itself could exercise. A resolution shall be proven by the minutes or by another document, all in accordance with the foundation documents of the empowering company.
• 1. In a case of joint owners of a share, the vote of the first of the joint owners shall be accepted, as cast by him or his proxy, and the votes of the other joint owners shall not be accepted, and for this purpose, the question of who is the first of the joint owners shall be resolved according to the order in which the names appear in the Shareholders Register.
• 1. The shareholders may vote in person or by proxy or by means of a voting slip, or in the case of a corporation, by a representative as provided in Article 74 of these Articles of Association, or by a proxy or by means of a voting slip if the vote at that Meting is by voting slips..

• Any letter of appointment of a legal representative shall be signed by the appointer or by his legal representative who has written authority to do so, or, if the appointer is a corporation, the appointment shall be made in Writing, duly signed by the corporation or with the signature of its authorized legal representative.

78. No shareholder may vote at a General Meeting unless he has paid the calls and all the moneys due from him at that time for his shares.

1. Every letter of appointment of a legal representative, whether for a Meeting specifically referred to or otherwise, shall be, as far as circumstances allow, in the following form or in any other form approved from time to time by the Board of Directors or the Company Secretary:

I, ________________ of _________________, as owner of ________ _______ shares in ICL Group Ltd., hereby appoint Mr./Mrs./Ms_________________ of __________________, or in his/her absence, Mr./Mrs./Ms _________________ of __________________, to vote for me at the (Annual / Special) General Meeting of the Company which will be held on the ____ of _________, ______ – and at any adjourned Meeting of that Meeting.

In witness whereof I have affixed my signature on the ____ day of __________, _____.

• 1. A vote according to the provisions of the document appointing a legal representative shall be valid despite the death of the appointer or cancellation of the power of attorney or transfer of the share in respect of which such vote was cast, unless written notice of the death, cancellation or transfer was received at the Company's Office or by the chairman of the Meeting prior to the vote, and in case of cancellation of a power of attorney or a share transfer, if it was received at least 48 hours before the Meeting.
• 1. The shareholders may vote at a General Meeting and at a specific type of Meeting by means of a voting slip in any manner permitted by law, on which the shareholder shall write his vote, in resolutions on subjects prescribed in the Law, and including on any subject which is determined by the Board of Directors, all on the terms and dates prescribed in law.

Board of Directors

• 1. (a) The number of members of the Board of Directors shall be decided by the General Meeting, and as long as not decided otherwise, shall not be less than 7 and not more than 20. The external Directors of the Company shall be included in the number of members of the Board of Directors.
  2. (b) The members of the Board of Directors shall be elected:
     • (i) by the General Meeting; or
     • (ii) by the Board of Directors of the Company as provided in Article 86 below.
  3. (c) All members of the Board of Directors shall hold office from the date of their election and/or appointment or from a later date if so decided in the appointment decision, until the subsequent General Meeting and subject to Article 87 of these Articles of Association.
  4. (d) The majority of the members of the Board of Directors shall be Israeli citizens and residents.

A change, amendment to cancellation of thus Article 82(d) shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action which contravenes or does not comply with the provisions of this Article 82(d), shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

(e) At least two external Directors shall hold office in the Company. The provisions of the Law and its regulations shall apply to their appointment, qualifications, tenure and authority.

1. Notwithstanding everything prescribed in these Articles of Association, a Person who is not an Israeli citizen and resident shall not be elected and/or appointed a Director if, as a result of his appointment, the majority of the members of the Board of Directors will not be Israeli citizens and residents, and the election and/or appointment of such a Director shall not be valid and shall be seen as if it were never made.

A change, amendment to cancellation of thus Article 83 shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action which contravenes or does not comply with the provisions of this Article 83, shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

1. If a Director ceased to serve in his office for any reason whatsoever, and as a result thereof the majority of the members of the Board of Directors are not citizens and residents of Israel, in contravention of Articles 82(d) and 83, then the remaining Directors may act in any matter, subject to the provisions of Article 88 below, for 30 days only. If after the elapse of 30 days the composition of the Board of Directors has not changed so that most of its members are citizens and residents of Israel, the remaining Directors may act to convene a General Meeting of the Company, and only to the extent necessary.

A change, amendment to cancellation of thus Article 84 shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action, which contravenes or does not comply with the provisions of this Article 84, shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

1. A Director who has ceased to hold office can be re-elected subject to any law.

2. The Board of Directors may, from time to time, appoint an additional Director or Directors to the Company, whether in order to fill the office of a Director that has fallen vacant for any reason or as an additional Director or Directors, provided that the total number of Directors does not exceed the maximum number stated in Article 82 above. A Director appointed in this way shall end his term of office on the date of the Annual General Meeting held after his appointment.

3. 1. A Director shall cease to hold office in each of these:
   2. (a) Upon his death.
   3. (b) If he is found to be legally incompetent.
   4. (c) If he goes bankrupt or has come to an arrangement with his creditors in bankruptcy proceedings.
   5. (d) If he gave notice of his resignation by written notice to the Company, to the Board of Directors or to the Chairman of the Board.
   6. (e) If his tenure was terminated by the General Meeting.
   7. (f) At the end of his term of office, unless he is appointed for an additional term.
   8. (g) If the Board of Directors adopted a resolution on the termination of his office, as provided in Section 231 of the Law.
   9. (h) If he was convicted of an offense, as prescribed in Section 232 of the Law.
   10. (i) In accordance with a decision of a court of law, as prescribed in Section 233 of the Law.
   11. (j) If there exists in him one of the circumstances that disqualifies a Person from serving as a Director according to any law.
4. 1. If no Director is elected or if the office of a Director falls vacant and no other Director is elected and/or appointed in his place, the remaining Directors may act in any matter as long as the minimum number of Directors as provided in Article 82 remains. If the number of Directors falls below that minimum, the remaining Directors shall act to convene a General Meeting of the Company as soon as possible to elect Directors, and until the convening of that Meeting, the remaining Directors may take essential actions only.
5. 1. (a) Subject to the provisions of these Articles of Association and the Law, a Director may hold paid office or position in the Company and/or in another company which holds shares in the Company and/or in which the Company holds shares and/or in which the Company has a benefit.
   2. (b) A transaction of the Company with one of its officers that is not consistent with his terms of service and employment, and a transaction of the Company with another Person in which an officer of the Company has a personal interest, and which is not an extraordinary transaction, shall be approved by the Board of Directors or whoever was appointed for that purpose by the Board of Directors or by the Audit Committee or by an officer in the Company who has no personal interest in the transaction; however, an officer in the Company and in a subsidiary controlled by the Company shall not be considered as having a personal interest in a transaction between the Company and the subsidiary due to his being an officer in both companies or due to his being a shareholder or holder of securities exercisable for shares of the Company. An officer of several subsidiaries of the Company that are controlled by the Company, shall not be considered as having a personal interest in a transaction between the said subsidiaries, due to his being an officer in the transacting parties.
   3. (c) A transaction of the Company with one of its officers and transaction of the Company with another Person in which the Company officer has a personal interest, which is an extraordinary transaction, shall be approved by the Audit Committee and then by the Board of Directors of the Company.

(d) An officer owes a fiduciary duty to the Company, shall act in good faith and in its interests, including –

a. he shall refrain from any action constituting a conflict of interests between fulfilling his function in the Company and fulfilling another of his functions or personal interests;

• b. he shall refrain from any action constituting competition with the business of the Company;
• c. he shall refrain from exploiting a business opportunity of the Company with the object of personal gain for himself or another;
• d. he shall disclose to the Company any item of information and shall convey to it any document relating to its affairs, which comes into his possession in his capacity in the Company.
• (e) The Company may approve any of the actions listed in Article 89(d) above, provided that the officer acted in good faith and the action or its approval does not harm the good of the Company, and provided that the officer disclosed to the Company, a reasonable time prior to the date of discussion of the approval, the nature of his personal interest in the action, including any material document or fact.

(f) In this Article 89:

"extraordinary transaction" means – a transaction which is not in the normal course of the Company's business, or a transaction which is not on market terms, or a transaction liable to have a material effect on the profitability, assets or liabilities of the Company.

1. Subject to the provisions of any law, the Company may approve payment to any Director, of any amount which the Company deems appropriate as remuneration for his service as a Director and/or for his participation in meetings of the Board of Directors and/or meetings of the boards of directors of companies held by the Company and/or meetings of Board of Directors' committees and/or as reimbursement for expenses incurred for participation in the aforementioned meetings and/or for additional services requested by the Boards of Directors or management.

Chairman of the Board and Vice-Chairman of the Board

• 1. (a) The Board of Directors shall elect one of its members to serve as Chairman of the Board, and it may terminate his office.
  2. (b) The Board of Directors may elect one of its members to serve as Vice-Chairman of the Board, whether permanently or for a particular meeting, and it may terminate his office if he was appointed.
  3. (c) If a Director ceases to serve as a Director in the Company and that Director is Chairman of the Board or Vice-Chairman of the Board, his office as Chairman of the Board or as Vice-Chairman of the Board, as the case may be, shall cease automatically.
  4. (d) In the absence of the Chairman of the Board, the Vice-Chairman of the Board shall serve as Chairman of the Board, and he shall have all the powers and authority granted to the Chairman of the Board in these Articles of Association.

The Work of the Board of Directors

• 1. (a) The Chairman of the Board shall call the meetings of the Board of Directors according to the needs of the Company.
  2. (b) The Board of Directors shall convene for meetings according to the needs of the Company and as required by law. The Chairman of the Board shall call the meetings of the Board of Directors and shall determine their time, place and agenda. The agenda of the Board of Directors meetings shall include subjects determined by the Chairman of the Board, subjects determined as provided in Article 92(e) below, and any subject which a Director or the CEO has requested a reasonable time prior to the convening of the Board of Directors, that the Chairman of the Board includes on the agenda.
  3. (c) As a rule, the meetings of the Board of Directors shall be held in Israel.

A change, amendment to cancellation of thus Article 92(c) shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action, which contravenes or does not comply with the provisions of this Article 92(c), shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

• (d) The Chairman of the Board may convene a meeting of the Board of Directors at any time.
• (e) The Chairman of the Board shall convene a meeting, on a subject which will be described, upon the demand of one Director, or where notice or a report of the CEO on an action of the Board of Directors is required , or where the auditor of the Company notifies the Chairman of the Board of material faults in the audit of the Company's books.
  • If a meeting of the Board of Directors is not convened within 14 days of the date of the demand or from the date of the notice or report of the CEO or from the date of the notice of the auditor, each of those listed above may convene a meeting of the Board of Directors, which shall discuss the subject described in the demand, notice or report, as the case may be.
• 1. (a) An invitation to a meeting of the Board of Directors shall be made in writing, by telephone, by facsimile or by email and shall be delivered to the Directors at least 48 hours prior to the date set for the meeting, unless the Chairman of the Board, and in his absence the Vice-Chairman of the Board, determines that an urgent meeting of the Board of Directors must be held, in which case the invitation to the Board of Directors can be at shorter notice before the meeting, as the Chairman of the Board or the Vice- Chairman decides, as the case may be. The invitation to a meeting of the Board of Directors shall state the date and time of the meeting, the place where it will convene, and give reasonable detail of the subjects on the agenda.
• (b) A Director who is an Israeli resident, who is out of the country at any time, shall not be entitled, during his absence, to receive an invitation to a meeting of the Board of Directors, but his substitute shall be notified if, subject to the provisions of Article 97 of these Articles of Association, the Director is entitled to appoint a substitute.
• 1. The Chairman of the Board, and in his absence the Vice-Chairman of the Board, shall chair every meeting of the Board of Directors. If there is no such chairman or if he is not present after the elapse of 15 minutes from the time set for the meeting, or if he does not wish to chair the meeting, the members of the Board of Directors who are present at the meeting shall elect one of themselves to chair that meeting.
• 1. The quorum for meetings of the Board of Directors is a majority of the members of the Board of Directors.
• 1. Resolutions of the Board of Directors shall be adopted by a majority of those participating in the vote. If the vote is tied the Chairman of the Board shall have a casting vote.
• 1. (a) Subject to the provisions of this Article, a Director can appoint another Person who is qualified to be appointed as a Director and who is not serving as a Director or as a substitute Director in the Company, and who shall be approved by the Board of Directors, as a substitute Director, and he may cancel his appointment, all in compliance with the provisions of Article 82(d) of these Articles of Association. The Board of Directors, at its exclusive discretion, can at any time cancel the appointment of a substitute Director. The appointment of a substitute Director and the cancellation of his appointment shall be effected by giving notice thereof to the Company, in Writing or in another way, as the Board of Directors shall decide.

Unless determined otherwise in these Articles of Association, a substitute Director shall be considered as a Director in all matters and respects, except in the matter of appointing a substitute Director and he shall bear responsibility for his actions as a substitute Director. The appointment of a substitute Director shall not negate the responsibility of the Director for whom he substitutes, and it shall apply with attention to the circumstances of the matter, including the circumstances of the appointment of the substitute Director and the duration of his tenure.

• (b) Notwithstanding the provisions of Articles 97(a), a substitute Director who is a serving Director can be appointed for a member of a committee of the Board of Directors, provided that the candidate to serve as substitute Director for the committee member does not serve as a member of the same committee, and if he is a substitute Director for an external Director, the candidate for the external Director shall have accounting and financial expertise or a professional qualification equivalent to that of the substituted Director.
• (c) Subject to the provisions of his letter of appointment, a substitute Director shall have the same authority as that of the Director whose substitute he is, except for the authority to appoint and substitute Director.
• (d) A substitute Director shall cease to serve as such if the office of the Director for whom he serves as substitute falls vacant for any reason.
• (e) A substitute cannot be appointed for an external Director other than as provided in Article 97(b) of these Articles of Association.
• 1. Any meeting of the Board of Directors at which a quorum is present shall be empowered to exercise all the authority, powers of attorney and consideration vested at that time, according to the directives of the Company, in the Board of Directors or which are usually exercised by it.
• 1. Subject to the provisions of the Law and these Articles of Association, including the provisions of Article 100, any actions taken by or pursuant to a resolution of the Board of Directors, or by a committee of the Board of Directors, or by any Person serving as a Director, shall be valid even if it is found thereafter that there was a fault in the appointment of those Directors (except for a fault relating to appointment of a Director who is not a citizen or resident of Israel, as a result of which the majority of the members of the Board of Directors are not citizens and residents of Israel, in contravention of Articles 82(d) and 83 of these Articles of Association) or that committee, or that all or one of them were disqualified, as if each of them was duly appointed and as if they had the qualifications required to be a Director or as if that committee was duly appointed.

• Any organ of the Company may approve any action within its purview and which was carried out without authorization by another organ of the Company or in excess of its authority, and from the time of approval, the approved actions shall be seen as if they were carried out from the outset within the purview of the organ authorized to carry it out, all as the case may be, and provided that decisions which were approved as aforesaid received the approvals required by the provisions of the Law (insofar as it applies to the Company) and subject to the provisions of the Law.

The aforesaid notwithstanding, approval of the General Meeting for an action carried out by the Board of Directors, if at the time it was carried out a majority of the members of the Board of Directors were not citizens and residents of Israel, shall be subject also to the approval of the holder of the Special State Share.

• 1. The Board of Directors may hold a meeting both by actually convening for discussion and by telephone conference call and/or video conference call for holding a discussion, or by any other reasonable means for holding a discussion, which is decided upon by the Board of Directors, provided that all the participating Directors can hear each other simultaneously. The Company Secretary or a person acting on his behalf, shall take minutes at the meeting and the minutes shall be signed by the Chairman of the Board.
• 1. The Board of Directors may adopt resolutions even without actually convening, provided that all the Directors who are entitled to participate in the discussion and vote on the matter brought for a decision have agreed not to convene to discuss that matter. A resolution adopted without actually convening and to which all the Directors have agreed in Writing, by telephone or by facsimile, or by telegram, or by electronic mail, or by any other reasonable means as the Board of Directors may decide from time to time, shall have the same effect for any purposes whatsoever as if it were adopted at a meeting of Board of Directors formally convened, provided that the Company Secretary or a person acting on his behalf records minutes of the resolutions (including the resolutions not to convene) and the minutes shall be signed by the Chairman of he Board.
• 1. (a) The Board of Directors may establish from among its members permanent or ad hoc committees, and it may delegate of its powers to such committees, except on the subjects listed in Section 112(a) of the Law, on which it may delegate of its power to Board of Directors committees for a recommendation only, or to the Genera Manager as it sees fit and subject to the provisions of the Law. A Person who is not a member of the Board of Directors can serve also on a committee of the Board of Directors whose function is to advise the Board of Directors or to make recommendations only.
  2. (b) The Board of Directors may rescind a resolution of a committee, which it appointed, but such rescission shall not prejudice the validity of a resolution pursuant to which the Company acted towards another Person who did not know of its cancellation.
• 1. The Board of Directors may cancel or change, from time to time, the delegation of authority it made pursuant to this Article.
• 1. The Board of Directors shall appoint an audit committee from among its members, the number of whose members shall be not less than three, and the provisions of the Law shall apply to its appointment, its members, its powers, attendance of its meetings and discussions, and its functions.
• 1. The provisions of these Articles of Association regulating the meetings and discussions of the Board of Directors shall apply also, mutatis mutandis, to meetings and actions of the Board of Directors committees and their discussions, unless determined otherwise in accordance with any law.

Without derogating from the generality of the aforesaid, and subject to any law, the quorum required for conducting the affairs of a Board of Directors committee shall be a majority of the members of the committee. The Board of Directors shall appoint a chairman for each Board of Directors committee. The Chairman of the Audit Committee shall be one of the Company's external directors. Every resolution shall be adopted by a majority vote, and in the event of a tied vote, the chairman of the committee shall not have an additional or casting vote.

The Powers of the Board of Directors

• 1. The Board of Directors shall outline the policy of the Company and oversee the performance and actions of the CEO. All as prescribed in the Law. The Board of Directors shall have all the authority and powers and shall be competent to take all the actions which the Company may exercise and take pursuant to these Articles of Association or the Law, and which these Articles of Association or the Law do not direct or require to be exercised or taken by another organ of the Company, all subject to the provisions of the Companies Law, these Articles of Association and any resolutions which do not conflict with the provisions of the above regulations and which shall be determined by the Company at the General Meeting, provided that no such resolution shall cancel the legal validity of an action taken prior thereto or by the Board of Directors or in accordance with its directives and which would have been legally valid if not for that resolution.
• 1. Without prejudice to the general powers vested in the Board of Directors in Article 197 of these Articles of Association, and the other powers granted it by law and these Articles of Association, and without thereby limiting or narrowing in any way whatsoever those powers or any of them, it is hereby expressly declared that the Board of Directors shall have the following powers:
  2. (a) To open, manage, defend, settle or abandon any legal proceedings for or against the Company or against its staff or relating in another way to its affairs, including arbitration proceedings, and to settle and extend the time for repayment or clearance of any debt payable, or claims or demands by the Company or against it, all where the matter concerns legal proceedings which are material to the Company.
  3. (b) To determine, from time to time, the signatory rights in the Company, including who shall be entitled to sign in the name of the Company on bills of exchange, promissory notes, receipts, takings, assigns, checks, dividend certificates, releases, contracts and other documents of any kind and type.
  4. (c) Subject to the provisions of the Law and these Articles of Association, to appoint and also, at its discretion, to remove, dismiss or suspend officers, excluding Directors, as the Board of Directors sees fit from time to time, and to define their authority and duties and to set their salaries and demand securities, in such cases and in such amounts as the Board of Directors deems appropriate.
  5. (d) At any time and from time to time, to appoint, under powers of attorney, any Person or Persons to be the legal representative or legal representatives of the Company for such purposes and with such authority and discretion (which shall not exceed those vested in or exercisable by the Board of Directors under these Articles of Association), and for such period and subject to such terms as the Board of Directors sees fit from time to time, and any such appointment can be given (if the Board of Directors sees fit) to any company or its shareholders, members of its Board of Directors, the representatives or managers of any company or firm or to whomever is named by any company or firm, or in another way to any varying group of Persons, whether appointed directly or indirectly by the Board of Directors.

Any power of attorney as aforesaid can contain the same powers for the defense or convenience of Persons who come into contact with such legal representatives, as the Board of Directors deems appropriate.

(e) The Board of Directors may appoint on behalf of the Company the legal counsel of the Company, to represent the Company before any court of law, legal bodies and quasi-legal bodies, government, municipal or other entities or ministries in or outside Israel, and it may vest in the legal counsel of the Company those powers which the Board of Directors deems appropriate, including the authority to delegate all or some of its powers to another or others.

1. Without derogating from its other functions, the Board of Directors –

2. (1) shall determine the plan of action of the Company, the principles for financing them and the order of priority among them;

3. (2) shall review the financial condition of the Company, and to determine the credit framework that the Company is permitted to take upon itself;
4. (3) shall decide on the organizational structure and the salary policy;
5. (4) may decide on an issue of series of debentures; (5) is responsible for the preparation and approval of the financial statements;
6. (6) shall report to the Annual Meeting on the state of the Company's affairs and on its business results;
7. (7) shall hire and fire the CEO;
8. (8) shall decide on actions and transactions requiring its approval according to the Articles of Association or according to the Provisions of Sections 255 and 268 275 of the Companies Law;
9. (9) may allot shares and securities convertible to shares up to a limit of the registered share capital of the Company;
10. (10) may decide on a distribution as provided in Sections 307 and 308 of the Companies Law; (11) shall give its opinion on a special tender offer.
11. (12) Subject to the provisions of the Companies Law and its regulations, the Board of Directors shall determine the minimum number of Directors required on the Board of Directors who must have accounting and financial expertise, taking into consideration, inter alia, the type of Company, its size, the scope and complexity of its operations, and subject to the number of Directors prescribed in the Articles of Association.
12. 1. The Board of Directors shall ensure that the financial statements of the Company are drawn up each year, as well as any other report, which the Company is required to update pursuant to the provisions of any law.
13. 1. The Board of Directors may, at any time it deems necessary, demand of the Chairman of the Board and/or the CEO of any company in the ICL Group Ltd. concern, a report and information in their possession on any matter, which in the opinion of the Board of Directors, relates to the affairs of the ICL Group Ltd. concern.

Internal Auditor

1. (a) The Board of Directors shall appoint to the Company, according to the proposal of the Audit Committee of the Company, an internal auditor. The appointment, powers and responsibility of the Internal Auditor shall be as prescribed in the Law.

2. (b) The organizational superior of the Internal Auditor shall be the Chairman of the Board and/or the CEO, as the Board of Directors shall decide.

3. (c) The Internal Auditor shall submit an annual or periodic work plan for the approval of the Audit Committee, and the Audit Committee shall approve it with any changes it considers necessary.

CEO

• 1. The Board of Directors shall appoint a CEO of the Company.
• 1. The CEO is responsible for the day-to-day management of the Company's affairs in the framework of the policy set by the Board of Directors and subject to its directives.
• 1. (a) The CEO shall have the executive and managerial powers not vested in the Law or the Articles of Association in another organ of the Company, and he shall be under the supervision of the Board of Directors.
• (b) The CEO may, with the approval of the Board of Directors, delegate of his powers to another, who is subordinate to him.
• 1. The salary, social benefits, benefits, grants and other terms of employment of the CEO shall be determined by the Board of Directors.
• 1. (a) The CEO shall answer to the Board of Directors in every matter, and he must notify the Chairman of the Board without delay, of any extraordinary matter which is material to the Company. If the Company has no Chairman of the Board or if he is prevented from fulfilling his function, the CEO shall give such notice to any of the members of the Board of Directors.
  2. (b) The CEO must report to the Board of Directors on subjects, at times and in a scope determined therefor by the Board of Directors. The Chairman of the Board may, at any time, on his own initiative or pursuant to a resolution of the Board of Directors, demand reports from the CEO on matters relating to the business of the Company.
  3. (c) The CEO shall deliver, once every three months, to the holder of the Special State Share, a report on all the transaction in assets which were approved by the Board of Directors in the three months preceding the date of the report, on changes in the holdings in the share capital and on voting agreements which he knows to have been signed, if signed, in that period among the shareholders of the Company.

A change, amendment to cancellation of thus Article 117(c) shall be deemed to be a change in the rights attaching to the Special State Share, and shall not be made except with the consent of the holder of the Special State Share. Any decision or action, which contravenes or does not comply with the provisions of this Article 117(c), shall be void and invalid without receipt of the consent of the holder of the Special State Share.

Any consent, waiver or approval of the holder of the Special State Share shall be given in Writing.

• 1. (a) The CEO shall cease to serve in any one of these:
  2. (1) he resigned by delivering a letter of resignation to the Chairman of the Board;
  3. (2) the Board of Directors removed him from his office in a resolution adopted by a majority of those participating in the vote;

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• (3) he was disqualified from serving according to the Companies Law or another law
• (4) the Company went into liquidation.
• (b) The tenure of the CEO having expired, the Board of Directors may appoint an Acting CEO until a CEO is appointed in accordance with Article 113 of these Articles of Association.
• 1. (a) The Board of Directors may suspend the CEO if it has grounds for suspecting that he has committed a criminal offense which caused the Company losses.
  2. (b) If the CEO was suspended, the Board of Directors may appoint an Acting CEO for the period of his suspension.

Shareholders Register

• 1. The Company shall prepare and maintain a Shareholders Register, and shall record therein the following details:
  2. (a) For registered shares
     • (1) the name, ID number and address of each shareholder, all as conveyed to the Company;
     • (2) the quantity of shares and the class of shares owned by each shareholder, noting their par value, if it exists, and if any sum has not yet been paid on account of the consideration determined for the share the sum not paid;
       • (3) the date of allotment of the shares or the date of their transfer to the shareholder, as the case may be;
       • (4) if the shares are marked with serial numbers, the Company shall note alongside the name of each shareholder the numbers of the shares registered in his name;
       • (5) if the share was registered in the name of a nominees company or a trustee, the name of the nominees company or the trustee shall be noted.
  3. (b) For treasury shares as defined in the Law also their number and the date on which they became treasury shares, as known to the Company.
• 1. The Company shall prepare and maintain, in addition to the Shareholders Register, the Material Shareholders Register, and shall safeguard therein the reports it received in accordance with the Securities Law, concerning the holdings of material shareholders in the Company.
• 1. The Shareholders Register and the Material Shareholders Register shall be kept in the head Office of the Company, and other than at times when they are closed pursuant to the provisions of the Companies Law, they shall be open during normal working hours and can be read by any Person.

Additional Shareholders Register outside Israel

1. The Company may maintain an additional shareholders register outside Israel.

2. The Company shall note in the Shareholders Register the number of shares registered in the additional shareholders register and their numbers, if they are marked with numbers.

Minutes

• 1. (a) The Board of Directors shall ensure that minutes are properly taken in books prepared for this purpose, concerning:
  2. (1) the names of the Directors who are present at each meeting of the Board of Directors and at each meeting of a Board of Directors committee.
  3. (2) The names of the shareholders participating in each General Meeting.
  4. (3) The directives issued by the Board of Directors to the Board of Directors committees.
  5. (4) The resolutions and summary of the discussions at General Meetings, Board of Directors meetings and the meetings of Board of Directors committees.

Every such minutes from a Board of Directors meeting or from a meeting of a Board of Directors committee or from a General Meeting of the Company, if seen to be signed by the Director who conducted the meeting or by the chairman of that meeting, shall be accepted as prima facie evidence of the matters recorded therein.

(b) The books of minutes of the General Meeting shall be kept in the head Office, and shall be open for scrutiny by the shareholders, free of charge.

Rights of Action and Signature in the name of the Company

1. The Board of Directors may empower any Person, even if not a Director, to act and to sign in the name of the Company, and any actions and signatures of such Person shall bind the Company if and to the extent that he acted and signed within his aforementioned purview.

Stamp

1. The Company can make a Stamp or rubber stamp for imprinting on documents.

Company Secretary

1. The Board of Directors may appoint a Person from time to time to be the Company Secretary, dismiss him and appoint another in his stead, and determine his functions and authority.

Dividends and Bonus Shares

• 1. The Board of Directors and the Company shall decide on the distribution of dividends and on the issue of bonus shares, all in accordance with the provisions of the Law.
• 1. The Board of Directors may, but is not required to, as it deems useful and appropriate, appoint trustees for those registered shareholders who have not fulfilled their duty to notify the Company of change of address and who have not approached the Company for receipt of dividends, shares or bonds from capital or other rights of benefit during the aforesaid period. These trustees shall be appointed for the realization, collection or receipt of dividends, shares or bonds from capital and rights to subscribe for shares not yet issued which are offered to the shareholders, but may not transfer the original shares in respect of which they were appointed and may not vote by virtue thereof. Every condition of the trusteeship shall be made contingent by the Company that upon first demand by a shareholder in respect of whom the trustees serve, the trustees shall be bound to return to that shareholder the share in question or all the rights held by them for him (all as the case may be). Any action and arrangement made by these trustees and any agreement between the Directors and these trustees shall be valid and binding upon all those concerned. If trustees are appointed as aforesaid, the Company shall publish notice in two Israeli daily newspapers of wide circulation concerning the appointment.
• 1. The Board of Directors may determine, from time to time, the method of payment of the dividends or distribution of the bonus shares and the arrangements in connection therewith, to registered shareholders. Without derogating from the generality of the aforesaid, the Board of Directors may pay any dividend or moneys in respect of shares by sending a check by registered mail to the address of the shareholder as written in the Shareholders Register. Any such dispatch of a check as aforesaid shall be done at the shareholder's risk. The Board of Directors may also determine that the payment shall be made at the Office or anywhere else it may decide upon.
• 1. The Board of Directors may deduct from any dividend, grant or other moneys payable in connection with shares held by a member which are not yet fully paid up, whether he is their sole owner or a joint owner with another, any sum of money payable by him which he must clear, alone or jointly with any other Person, to the Company on account of payment, etc.

Financial Statements and Appointment of an Auditor

• 1. The Company shall keep accounts and draw up financial statements in accordance with the provisions of the Law.
• 1. The Company shall appoint, at each Annual Meeting, an auditor who shall serve in that capacity until the next Annual Meeting. The General Meeting may appoint an auditor to serve for a longer period which shall not extent beyond the Annual Meeting after the one at which it is appointed. The Company may appoint a number of auditors to carry out the auditing work jointly. The appointment, termination, authority, rights, and functions of the auditor shall be determined according to that prescribed in the Law. The fees of the auditor for the auditing and for additional services shall be set by the Board of Directors at its discretion.
• 1. The auditor shall receive an invitation to every Annual General Meeting of the Company, and may express his opinion there on everything connected with the fulfillment of his function.
• 1. The auditor is required to deliver to the Board of Directors upon its demand, information about the affairs of the Company, to carry out a special audit in the Company and to deliver a report on its results.

Office

1. The Office shall be in Israel, at a location decided from time to time by the Board of Directors.

Notices

1. The giving of notices or the delivery of documents in accordance with the provisions of any law or pursuant to these Articles of Association shall be carried out in the ways mentioned in this section hereunder, at the discretion of the Board of Directors and subject to any law.

The aforesaid notwithstanding, Notices to the holder of the Special State Share shall be in Writing, sent by registered mail, and in accordance with the provisions of these Articles of Association.

1. The Company may deliver a notice or document, except for notice of the convening of a General Meeting (hereinafter in this section: the " Notice"), to a shareholder, whether by delivery by hand or by mail to his address as written in the Shareholders Register, or if no such address is written, to the address he gave to the Company for delivery of a Notice to him. If a Notice is sent by mail, it shall be deemed to have been properly delivered if the above address is written, stamps are affixed as required and the letter containing the Notice is sent by mail. Delivery shall be deemed made when the letter was delivered in the normal way by mail, and in any case, for an address in Israel, not more than three days, and for a letter to outside Israel, not more than fourteen days, from the date on which the letter containing the Notice was sent by mail. Notice of a General Meeting shall be sent as prescribed in the Law and in its concomitant Regulations.

The aforesaid notwithstanding, a Notice to the holders of the Special State Share shall be sent by registered mail.

• 1. The Company may deliver any Notice to the shareholders, including a Notice concerning the convening of a General Meeting, by publishing the Notice in two daily Israeli Hebrew-language newspapers of wide circulation, and the date of publication in the newspaper shall be considered the date on which the Notice was received by the shareholders.
• 1. For joint owners of a share, the Company may deliver a Notice or document by sending them to the joint owner listed first in the Shareholders Register for that share.
• 1. As long as a Notice must be given several days in advance or for a Notice which remains in effect for a certain period, the date of delivery shall be counted in the number of days or the period unless determined otherwise. If a Notice is given in more than one of the ways mentioned above, it shall be deemed to have been received on the earliest date.
• 1. Delivery of a Notice or document to one of the family members living with the Person for whom it is intended, shall be deemed to be delivery into the hands of that Person.
• 1. Subject to the provisions of any law, a shareholder, Director, CEO or other Person who is entitled to receive a Notice pursuant to these Articles of Association or the Law, may waive its receipt, whether in advance or retroactively, whether in a specific instance or in general, and having done so, he shall be considered as having duly received the Notice, and any proceeding or action in respect of which the Notice was to have been given shall be deemed as valid and abiding.
• 1. A Person who became entitled to any share by virtue of law, transfer or in any other way, shall be related in any Notice in respect of such share, which was properly delivered before his name was registered in the Shareholders Register, to the Person from whom his right to the share derives.
• 1. Any Notice which is sent by mail to a shareholder or which is left at his registered address as prescribed in these Articles of Association, or which was published in the newspaper in accordance with Article 140 of these Articles of Association, and any Notice of a General Meeting which was delivered as prescribed in the Law and in its concomitant Regulations, then even if that shareholder has died – and it is immaterial whether the Company knew of his death or not – the Notice shall be considered as having been properly delivered at its destination in relation to all registered shares, whether they were held by that shareholder separately or jointly with other Persons, until another Person is registered in his stead as the owner or joint owner thereof, and such delivery shall be considered, for all the purposes of these Articles of Association, as sufficient delivery of the Notice or the Notice of a General Meeting to his personal representative and to all Persons, if any, who have a joint interest with him in those shares.

Liquidation

• 1. In the matter of Article 8(a)(5) of these Articles of Association, anyone who submitted an application for shares and the shares have not yet been allotted to him, shall be considered, prior to liquidation, as if the shares included in his application had been allotted to him and the sum payable on account of the par value of those shares had been paid up.
• 1. Subject to the provisions of the Law and the provisions of the Companies Ordinance (New Version), 5743-1983 (as long as it remains in effect or any law that supersedes it), the liquidator, upon a resolution of the General Meeting, may distribute the surplus assets in kind among the shareholders, in whole or in part, and the liquidator may also, upon a resolution of the Company as aforesaid, deposit any part of the surplus assets in the hands of the trustees, who will hold them in trust for the shareholders as the liquidator sees fit. For the distribution of surplus assets in kind, the liquidator may determine the fair value of the assets to be distributed, and decide how the distribution will be carried out among the shareholders, taking into consideration the rights attaching to the various classes of shares in the Company which they hold.

Merger

1. Approval of a merger in accordance with Chapter One of Part Eight of the Companies Law shall require the approval of the General Meeting by a simple majority of those present and voting.

Indemnification, Exemption and Insurance of Officers

• 1. Subject to the provisions of the Companies Law and, the Securities Law and Competition Law, the Company may provide an undertaking to indemnify an Officer in the Company for a liability or expense as described below, which was imposed upon him or which he incurred due to an action he tookor omission in his capacity as an Officer of the Company, in each of the following instances:
  2. (a) A monetary liability imposed upon him in favor of another Person in a court decision, including a decision given in a settlement or in an arbitrator's award approved by a court of law.
  3. (b) Reasonable litigation expenses, including attorney's fees, incurred by an Officer due to an investigation or proceeding conducted against him by an authority competent to conduct an investigation or proceeding, and which ended without an indictment being filed against him and without any financial penalty being imposed upon him in lieu of a criminal proceeding, or which ended without an indictment being filed against him but with the imposition of a financial liability in lieu of a criminal proceeding that does not require proof of criminal intent or in connection with a financial sanction.
     • In this clause – "a proceeding which ended without an indictment being filed against him on a matter for which a criminal investigation was opened" and "financial penalty in lieu of a criminal proceeding" – as referred to in Section 260(a)(1a) of the Companies Law, as may be amended from time to time.

• (c) Reasonable litigation expenses, including attorney's fees, incurred by an Officer or which he was ordered to pay by a court of law, in a proceeding filed against him by the Company or in its name or by another Person, or in a criminal indictment of which he was acquitted, or in a criminal indictment in which he was convicted of an offense which does not require proof of criminal intent.

• (d) Expenses that he incurred by an Officer in connection with an administrative proceeding conducted against himthe Officer, including reasonable litigation expenses, including lawyers' fees.
• (e) Payment to a victim of breach in connection with an administrative proceeding as provided in Section 52N4(A)(1)(a) of the Securities Law, as may be amended from time to time ("Payment to a Breach Victim").
• (f) Expenses incurred by an Officer in connection with a proceeding conducted under the Competition Law, including reasonable litigation expenses, including lawyers' fees; and
• (g) Indemnification, as mentioned above in this in Article 150, may be given by way of an undertaking in advance to indemnify, as follows: (1) as stipulated in sub-section (a) above, provided that the undertaking to indemnify is limited to events that in the opinion of the Board of Directors can be foreseen at the time of granting the undertaking to indemnify, and to a sum or criterion determined by the Board of Directors as reasonable in the circumstances of the case, and that the undertaking to indemnify lists the events that in the opinion of the Board of Directors can be foreseen at the time of granting the undertaking in view of the Company's actual activity, and the sum or criteria specified by the Board of Directors are reasonable under the circumstances; (2) in respect of the events specified in sub-sections (b)-(ef) above (inclusive): or by way of indemnification ex post facto, and all as stipulated in Section 260(b) of the Companies Law and Section 56H(b) of the Securities Law, as may be amended from time to time.
• (gh) Any other expense or liability permitted for indemnification according to the Companies Law.
• 1. Subject to the provisions of the Law, the Company may exempt an Officer in advance from his liability, in whole or in part, for damage due to infringement of the duty of care toward it, except due to breach of the duty of care in a distribution.
• 1. Subject to the provisions of the Companies Law, Securities Law and Competition Law, the Company may enter into a contract for insurance of the liability of one of its Officers due to a duty imposed upon himan Officer for an action or omission he took in his capacity as an Officer, in each of these:
  2. (a) breach of the duty of care toward the Company or toward another Person;
  3. (b) breach of fiduciary duty toward it, provided that the Officer acted in good faith and had reasonable grounds for assuming that the action would not harm the interests of the Company;
  4. (c) a monetary liability imposed upon him in favor of another Person.
  5. (d) expenses that an Officer incurred in connection with an administrative proceeding conducted against himthe Officer, including reasonable litigation expenses, including lawyers' fees.
  6. (e) payment to a breach victim.
  7. (f) expenses incurred by an Officer in connection with a proceeding conducted under the Competition Law, including reasonable legal expenses, including lawyers' fees.
• 1. The Company may not enter into a contract for insurance of the liability of one of its Officers, or adopt a resolution concerning indemnification of an Officer or adopt a resolution exempting an Officer from his liability toward the Company, for each of these:
  2. (a) breach of fiduciary duty, except for the matter of indemnity and insurance for fiduciary duty, as prescribed in Article 152(b) above;
  3. (b) deliberate or reckless breach of the duty of care, except if done negligently only;
  4. (c) an action taken with the intention of making unlawful personal gain;
  5. (d) a penalty or fine imposed upon him.

Change of the Articles of Association

1. The Company may change the Articles of Association by a resolution passed at the General Meeting by a simple majority of the shareholders who attend and vote, excluding abstentions. A change in the rights attaching to the Special State Share requires the consent of its holder, all as provided in Article 8|(b) above.

Annex B – Annotated Exemption, insurance and indemnification Undertaking for ICL's 2024 Annual General Meeting

_______ 2024

To: Ms./Mr.

Re: Notice of Exemption from Liability, Insurance, and

Undertaking to Indemnify

1. The Company hereby commits itself to grant you indemnity, insurance and an exemption from liability, as defined in Chapter 3, Article C of the Companies Law 5759-1999 (hereinafter, "the Companies Law"), and in compliance with its authority pursuant to its regulations, commencing from the day of approval of your appointment by the Company's Board of Directors.

Exemption from Liability

1. The Company exempts you, in advance, from liability for damages that have been and/or will be the case of a breach of your duty of care, with the exemption of the duty of care in distribution.

Insurance

• 1. The Company will act to ensure that you are covered by a Directors and Officeholders Liability Policy. The insurance will be arranged with one of the leading insurance companies in Israel or abroad, at the discretion of the Company.
• 1. The aforementioned insurance will provide you with coverage through the entire period of your service as a director/officeholder, and also when you cease serving as a director/officeholder as described in section 7, below. The insurance coverage will apply to all acts or omissions for which it is customary to insure officeholders according to the insurance conditions accepted at the time by leading companies in the economy and within the framework of the law, whether the act or event occurred in Israel or abroad, whether the suit was filed or conducted in Israel or abroad.

Without detracting from the generality of the aforementioned statement, the insurance coverage will apply to all liability imposed upon you as a result of an action you took by virtue of your being officeholder in the Company, in any of the following:

• 4.1. Violation of the duty of care towards the Company or another person;
• 4.2. Violation of fiduciary duty towards the company , only on the condition that you acted in good faith and you had a reasonable basis to assume that the action would not be detrimental to the good of the Company;
• 4.3. Financial liability imposed on you for the benefit of another person.
• 1. The amount of insurance stated in the insurance policy, which shall be renewed annually, will be determined from time to time by the authorized bodies, according to the Companies Law but will not be less than the equivalent in NIS of USD 60 (sixty) million. The amount of the deductible required of you for each insurance event will not exceed the equivalent in NIS of USD 1,000 (one thousand).
• 1. It is hereby clarified that you must cooperate with the insurance company, provide all information required and comply with all instructions of the policy regarding your defense against the suit.
• 1. The Company undertakes to maintain the validity of the insurance throughout the entire period of your service as a director/officeholder and for a period of 10 years after you cease serving as a director/officeholder, to renew the insurance policy on time and to bear all of the expenses for premium and other related expenses.
• 1. It is hereby clarified that the insurance covered shall not apply in the following cases:
  2. 8.1. Violation of fiduciary duty, except in cases in which you acted in good faith and you had reason to assume that the action would not be detrimental to the good of the Company;
  3. 8.2. Violation of the duty of care, if done intentionally or with haste;
  4. 8.3. You acted with the intention of producing illegal personal gain;
  5. 8.4. A fine or forfeit is imposed upon you.

Indemnification

• 1. The Company irrevocably undertakes to indemnify you for any act or omission that you take and/or will take by virtue of your position in the Company and subsidiary and/or related companies, whether directly or indirectly, during the period that you are an officeholder in the Company, including:
  2. 9.1. Financial liability imposed upon you for the benefit of another person by a court ruling, including a ruling given in the case of a compromise and/or arbitration agreement that was confirmed by a court, on the condition that the liability is related, directly or indirectly, to one or more of the events listed in section 9.7 of this Notice, and/or any other section thereof, or related thereto whether directly or indirectly, and furthermore the amount of indemnity will not exceed the amount stated in section 9.8, below;
  3. 9.2. Reasonable litigation expenses, including fees for an attorney, incurred by you in consequence of an investigation or proceeding filed against you by an authority that is authorized to conduct such investigation or proceeding, and that ended without the filing of an indictment against you and without imposing on you financial obligation in lieu of a criminal proceeding, or that ended without filing an indictment against you but with imposing on you a financial obligation as an alternative to a criminal proceeding in respect of an offense that does not require the proof of criminal intent, or related to financial sanctions. In this section, "ended without the filing of an indictment in the subject of the criminal investigation" "financial obligation in lieu of a criminal proceeding" are used according to their meaning in section 260(a)(1a) of the Companies Law, as amended from time to time;
  4. 9.3. Reasonable litigation expenses, including fees for an attorney, that you paid or are obligated to pay by a court for a proceeding filed against you by the Company or on its behalf or by another person, or for a criminal indictment in which you were acquitted or a criminal indictment in which you were convicted for an offense that does not require proving criminal intent.
• 9.4. Expenses related to an administrative proceeding conducted in your case, including reasonable litigation expenses, including fees for an attorney;

9.5. Payment made to a victim of a violation related to an administrative process as stated in section 52.54(a)(1)(a) of the Securities Law 5728-1968 (hereinafter, the "Securities Law") as amended from time to time (hereinafter, "payment to victims of a violation"); and

9.5.9.6.Expenses incurred in connection with a proceeding conducted under the Competition Law, 5748-1988, including reasonable litigation expenses, including attorney's fees.

9.6.9.7.Without detracting from the generality of the above, the indemnification will apply to liabilities resulting from or related to acts or omissions in the following cases or events:

• 1. Security offerings made by the Company and/or by any other shareholder to the public and/or not to the public, by means of prospectuses, notices, reports, tender offers and other processes including a prospectus of the Company published with regard to a sale offer from the State to employees of the Company and the public.
• 1. Acts resulting from the Company being a public company and/or a company in which there is a special state share and/or because its securities offered to the public and/or are traded on the stock exchange.
• 1. Events that had or are likely to have a material impact on the profitability of the Company and/or its subsidiary companies or their assets or their rights or their obligations.
• 1. Acts related to underwriting, management, consultation or other services that the Company and/or subsidiaries of the Company offer with respect to security prospectuses of various corporations to the public and/or not to the public by prospectus, profile, private allocation, agreement or any other manner.
• 1. Acts related to investments made by the Company and/or subsidiaries of the Company that are implemented in stages before and/or after the investment for the purpose of entering into a transaction, its implementation, development, monitoring and supervision thereof including acts done on behalf of the Company and/or subsidiaries of the Company as a director/officeholder in the Corporation that is the object of the investment, and similar matters.
• 1. Acts related to implementation of a "transaction" as defined in Section 1 of the Companies Law, including obtaining credit, transfer, sale or purchase of assets or liabilities, including securities, or in any other manner.
• 1. Acts related to the acquisition or sale of companies, legal entities or assets as well as events related, directly or indirectly, to restraint of trade, anti-trust and competition, including restrictive trading agreements, monopolies, split-offs or mergers.
• 1. Acts related to labor relations and commercial relations including those with employees, independent contractors, clients, suppliers and service providers of all types, including acts done in the name of the Company and/or subsidiaries of the Company as an officeholder.
• 1. Acts related to changing the structure of the Company or its reorganization, or any decision related thereto including, but without limiting the generality of the aforementioned statement, a merger, split, change in the capital of the Company, the subsidiaries of the Company, their dissolution or sale, allotment or distribution.
• 1. Reports or announcements required by the Companies Laws or the Securities Law including the regulations enacted pursuant thereto or by the laws and regulations on similar subjects in other countries or according to the rules and guidelines practiced on the Stock Exchange in Israel or abroad and/or the omission to submit any of the aforementioned reports or notices.
• 1. Comments and statements made by you, including a statement of a position or opinion made in good faith by virtue of your position, including any made at a meeting of the Board of Directors or one of its committees.
• 1. Acts related to your position in the Company, which have implications for the following events in subsidiaries of the Company or resulting from your service as an officeholder:
  2. 12.1 Events related to occupational safety, injury in the workplace and product quality, including bodily harm and damage to property.
  3. 12.2 Events related to manufacturing activity, including the construction and expansion of facilities, storage, transport and logistics, marketing activities, and research and development activities.
  4. 12.3 Events related, directly or indirectly to environmental damage and/or acts or omissions that caused or might cause damage to the environment, including the establishment, management, maintenance or activity of factory, plants or facilities, as well as activities of this type caused by the storage or transport of raw materials, products or waste, including bodily harm, damage to property or the environment.

9.79.8.The aggregate, maximum amount of indemnity that the Company shall pay to its all of its present and/or future officeholders pursuant to the current Notice of Undertaking for one or more of the types of eligible events listed in the Notice of Indemnification, will not exceed the equivalent in NIS of USD 300 million (three hundred million dollars) (hereinafter, "maximum indemnification amount"). The maximum indemnification amount or any part thereof will be paid to the officeholders according to the date on which the liability for which such indemnity is requested, was created.

9.89.9.The total amount of indemnity that the Company shall pay is additional to amounts received from the insurance company, if any, under the provisions of insurance purchased by the Company.

9.99.10.The undertaking for indemnification will be applicable both to proceedings against you during the term of your employment or service and to proceedings against you after the completion of your term, on the condition that these relate to actions you took as an officeholder or as a result thereof.

• 1. Without detracting from the statement in section 9.8, above, in the event that the total amount of indemnity that the Company is required to pay for one event exceeds the maximum indemnification amount or the remaining unused portion of the maximum indemnification amount, the maximum indemnification amount or remaining portion thereof, as applicable, will be divided between the officeholders who are entitled to indemnification, so that the amount of indemnification actually received by each one of the officeholders is calculated as a proportion of the indemnification amount to which each of the officeholders is entitled for the liabilities and/or expenses which they must pay and the indemnification amount to which all of the said officeholders are entitled for the liabilities and expenses incurred from the same event.
• 1. The indemnification amount actually paid will be limited only to amounts not covered by the insurance policy and/or not actually paid by the insurance company. You will not be entitled to payment for the Company for damages for which you have already received indemnification from another and/or from the Company.
• 1. In the event that legal and/or administrative proceedings, including interrogations, (hereinafter, "the proceedings") are brought against you or there is concern or a threat that such a proceeding will be brought against you, the Company will pay you up front, as an advance, amounts to which, according to its estimate, you are entitled as indemnity, to cover reasonable legal expenses, including counsel's fees.
• 1. When any event subject to indemnity occurs, the indemnity is subject to the following conditions:
  2. 13.1. You shall notify the Company of every proceeding brought against you and any concern or a threat that such a proceeding might be brought against you, in a timely manner, immediately after you first become aware of such proceedings, and you shall provide the Company, or the person designated by the Company, with all documents you receive in connection with such proceedings, without delay.
  3. 13.2. Furthermore, you must regularly update the Company on events about which there is concern that they might lead to proceedings being brought against you.
     • The Company will be entitled to take upon itself the handling of the aforementioned proceedings and/or refer their handling to an attorney that the Company selects for this purpose, unless that attorney is unacceptable to you for reasonable reasons or because of circumstances that, in your opinion or the opinion of the attorney, create a conflict of interest between your defense and the defense of the Company.

The Company and/or the aforementioned attorney may act independently when handling the aforementioned proceedings (but providing you with regular reports and consulting with you and your legal counsel) and bring the proceedings to a conclusion as it sees fit.

At the request of the Company, you shall sign on any document authorizing the Company and/or the aforementioned attorney to handle your defense on your behalf in the aforementioned proceedings and represent you in all related matters, in accordance with the above.

In order to remove any doubt, it is clarified that the Company and/or aforementioned attorney may not, in the context of criminal proceedings, plead guilty to any charges in your name or agree to any plea bargain without your consent. Furthermore, the Company and/or the attorney may not, in the context of civil proceedings, admit in your name (whether in court or negotiations for compromise) to the existence of any events to which you are not entitled to indemnity under the provisions of this notice of indemnification and/or by law, without your consent. Despite this, there is nothing in the above to prevent the Company and/or the aforementioned attorney, with the consent of the Company, to reach a financial arrangement with the claimant in a civil proceeding without your agreement, on the condition that this does not in any way admit to the existence of any event for which you are not entitled to indemnity under the provisions of this notice of indemnification and/or by law.

• 13.3. You shall cooperate with the Company and with any attorney, as set forth above, in any reasonable manner that shall be required from you by any of them in connection with the handling of the said proceedings, including signing on petitions, affidavits and other documents, provided that the Company covers all of the reasonable expenses incurred so that you do not need to pay or finance them yourself.
• 13.4. The Company will not be obligated to pay you for legal expenses, including attorneys' fees, that you occur defending yourself in such proceedings if the Company has taken upon itself to handle the said proceedings, from the time when the Company took upon itself the handling of the said proceedings. Furthermore, the Company will not be obligated to indemnify you, as stated, for any amount you might be required to pay as the condition of a compromise agreement reached in the suit, claim or other proceeding, unless the Company has given its prior written consent to the compromise agreement.

13.5. In this Notice of Indemnification –

"Officeholder" – in accordance with its meaning in the Companies Law, including the legal counsel, company secretary, comptroller or internal auditor.

"Administrative proceeding" – proceedings pursuant to Chapter 8.3 (Imposition of Monetary Sanctions by the Authority), Chapter 8.4 (Imposition of Administrative Enforcements Means by the Administrative Enforcement Committee) or Chapter 9.1 (Arrangements for the Prevention or Cessation of Conditional Proceedings) of the Securities Law, as amended from time to time.

"Another person" – including the case of a suit filed against an officeholder as a derivative suit.

1. If within 14 days of receiving the notice mentioned above in section 13.1, the Company does not take upon itself handling of your defense or if you object and/or the Company's counsel objects to representing you in the circumstances, as stated in section 13.2, above (all in the event that the insurance company does not take your defense upon itself) you will be permitted to assign the handling of your defense to an attorney of your choosing (hereinafter, "the other attorney") on the condition that the fees paid to him are approved by the Audit Committee of the Company, which will review their reasonableness. It is agreed that the agreed fee of the Company's attorney is a reasonable basis for examining the fees of the other attorney. You will be given an opportunity to argue for the fees of the other attorney before the Audit Committee. The decision of the Audit Committee will be presented with its reasons. If you disagree with the decision of the Audit Committee, you shall be entitled to appeal to the Board of Directors, and to appear before the Board for this purpose and make your case.

If the full amount of fees requested is not approved, you shall have the right to receive from the Company the sum total of the reasonable, approved fees, and pay the balance from your own account.

In order to remove any doubt, it is hereby clarified that this section is subject to the provisions of the Officeholders Liability Insurance policy regarding the identity of the representing attorney, and the provisions of this section shall not apply if the appointment of the other attorney will allow the insurance company to be released from its liability under the policy or diminish that liability.

1. Payments made by the Company in accordance with this Notice of Indemnity, which are made as an advance payment or otherwise, shall be subject to the following conditions.

2. 15.1. If, after payment is made, it becomes clear that you need to return the payment, in whole or in part, either because you were not entitled to indemnification under the provisions of section 263 of the Companies Law or because of the instructions of any other law, the amount refunded will be linked to the cost-of-living (C-o-L) index and bear interest at the accepted rate charged by Bank Hapoalim, Ltd. for loans linked to the C-o-L index, from the day on which the payment was made until the day that it is returned.

3. 15.2. If, after payment is made, the expense for which the amount was paid is canceled or decreased for any reason whatsoever, you shall assign to the Company your full rights for return of the amount from the claimant in the proceedings, do whatever is necessary in order for this assignment to be valid and so that the Company is capable of realizing it. If you do this, you shall be exempt from returning the amount of the refund is that you assigned to the Company. If, however, you do not do this, you will be required to return the said sum with the addition of C-o-L linkage and interest for the period during which you were entitled to refund of the sum from the prosecution.
4. 1. If an attorney of the Company represents both yourself and the Company in proceedings and it later becomes clear that you were not entitled to indemnification under the provisions of section 263 of the Companies Law and/or because of the instructions of any other law, and a disagreement arises regarding your obligation to return the cost of litigation or any other amount, the disagreement will be referred to the determination of an arbitrator acceptable to both parties. The Company will bear the cost of arbitration, including the attorneys' fees, unless the arbitrator decides that you used the arbitration proceedings not in good faith. The arbitrator will be appointed according to the procedure in section 17, below.

5. It is hereby agreed that you shall not agree to a compromise or referral of proceedings to the decision of an arbitrator unless the Company has given its prior written consent and, if the agreement of the insurance company is necessary, the agreement of the insurance company will also agree in accordance with the Officeholders Insurance Policy. The company shall not agree to a compromise unless the compromise will not expose the Company and/or yourself and/or any other officeholder of the Company to additional claims by the claimant or claimants, and that an agreement will not serve as an admission or acknowledgment of responsibility by other officeholders for the reasons that are subject of the suit.

The Company will inform you of the details of any compromise agreement. In the event that a disagreement arises between you and the Company about whether or not the compromise complies with the provisions of this section, agreement will be bought for quick decision by an arbitrator who shall be appointed at the request of the Company or at your request. The arbitrator will be appointed with agreement of the parties within seven days after one of the parties requests that the disagreement be referred to the decision of an arbitrator, and if agreement is not reached between the parties as stated, the identity of the arbitrator (who shall be a retired district court judge or a retired Supreme Court judge) will be determined by the chairman of the Israel Bar Association. The Company will pay the costs of arbitration, including the attorneys' fees.

The Company and/or Company's attorney shall not agree to a compromise for an amount that exceeds the amount of indemnity to which you are entitled, unless you have given prior written consent and, if the consent of the insurance company is also required, then it also must give prior consent.

1. In order to remove any doubt, it is hereby clarified that the Company will not indemnify you for monetary liabilities imposed upon you in the following cases:

18.1. Violation of the duty of care, except in cases in which you acted in good faith and had a reasonable reason to assume that your action would not be detrimental to the good of the Company;

• 18.2. Violation of the duty of care, if done intentionally or with haste;
• 18.3. You acted with the intention of producing illegal personal gain;
• 18.4. A fine or forfeit imposed upon you.

If the Company has made any payments to you, as the result of one of the aforementioned cases, the provisions of section 15, above, shall apply.

• 1. If it is necessary, in order to confirm the validity of any of the aforementioned undertakings, to take any action, decision, confirmation or other proceeding of any type, the Company undertakes to ensure that it is done and/or received, as applicable, in a manner that will make it possible to fulfill all of the aforementioned undertakings.
• 1. Nothing in this Notice of Indemnification will in any way impair or detract from the Company's obligations to you according to a notice of indemnification given to you before this Notice took effect, as long as said undertakings are legally valid.
• 1. Nothing in this Notice of Indemnification will cancel or detract from or void any other indemnification to which you are entitled from any other source under the provisions in the law and according to any other obligation.
• 1. Nothing in this Notice of Indemnification will limit the Company or prevent the Company from paying you additional, special indemnity or indemnities, so long as this does not detract or impair the obligations indemnification that are the subject of this notice of indemnification
• 1. Nothing in this Notice of Indemnification will limit the Company or prevent the Company from increasing the maximum amount of indemnification for events subject to indemnity, either because of insurance amounts in the Officeholders Insurance Policy are lowered or because the Company is unable to attain an Officeholders Insurance Policy that covers the events that are the subject of indemnification at reasonable terms or for any other reason, so long as said decision is made in the manner established by the Companies Law.
• 1. The obligations of the Company according to this Notice of Undertaking shall be interpreted broadly and in a manner that shall facilitate its execution, to the extent permitted by law, and for the purposes for which it was intended. In the event of a conflict between any provision of this Notice of Undertaking and any provision of law that cannot be superseded, changed or amended, such provision of law shall prevail, but shall not limit or diminish the validity of the remaining provisions of this Notice of Undertaking.
• 1. In order to remove any doubt, it is hereby stated that this notice is not a contract to the benefit of a third-party and may not be assigned.

_______________________ ICL Group Ltd. I agree to the above,

Sincerely yours,

Name Signature Date

__________________ ___________________ __________________

ICL Millennium Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.icl-group.com

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ICL Group Ltd.

Title: Chief Financial Officer ICL Group Ltd.	Name:	Aviram Lahav
By:	/s/ Aya Landman

Title: VP, Chief Compliance Officer & Corporate Secretary

Date: June 3, 2024

Exhibit No. Description

99.1 Form of Proxy card

ICL GROUP LTD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint(s) Lilach Geva Harel, Adv. and Aya Landman, Adv., or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 1.00 per share, of ICL Group Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the 2024 Annual General Meeting of Shareholders of the Company (the "Meeting") to be held on Wednesday, July 17, 2024, at 10:00 a.m. (Israel time) at the offices of the Company, Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel, and via Microsoft Teams (meeting URL: https://teams.microsoft.com/l/meetup-join/19% 3ameeting_NzdlMWZjYjEtZTU4OC00Y2E1LThmNDQtMTYxY2ViOGUwMDVl%40thread.v2/0?context=%7b%22Tid%22%3a%22802762d2-02c4-4677-98ba-54060a234204%22%2c%22Oid%22%3a%22c24a4bb8-71f6-47d6-8612-141e27ea57a2%22%7d,

and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the Notice of and Proxy Statement for the Meeting (receipt of which is hereby acknowledged):

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE RE-ELECTION OF THE DIRECTORS NAMED IN ITEM 1 AND THE EXTERNAL DIRECTOR NAMED IN ITEM 2 AND FOR EACH OF THE OTHER ITEMS SET FORTH ON THE REVERSE. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

EACH SHAREHOLDER VOTING ON ITEMS 2 AND 4 WILL BE DEEMED TO HAVE CONFIRMED THAT HE/SHE/IT DOES NOT HAVE A "PERSONAL INTEREST" (AS DEFINED IN THE PROXY STATEMENT) IN SUCH PROPOSALS, UNLESS THE SHAREHOLDER HAS DELIVERED A WRITTEN NOTICE TO THE COMPANY NOTIFYING OF THE EXISTENCE OF A PERSONAL INTEREST NO LATER THAN 10:00 A.M. (ISRAEL TIME) ON JULY 16, 2024. ANY SUCH WRITTEN NOTICE MUST BE SENT TO THE COMPANY VIA REGISTERED MAIL AT THE COMPANY'S OFFICES AT MILLENNIUM TOWER, 23 ARANHA STREET, 22ND FLOOR, TEL AVIV, ISRAEL; ATTENTION: AYA LANDMAN, VP, CHIEF COMPLIANCE OFFICER & CORPORATE SECRETARY.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ICL GROUP LTD.

JULY 17, 2024

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy

material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

Please sign, date and mail

your proxy card in the envelope provided as soon

as possible.

↓ Please detach along perforated line and mail in the envelope provided. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RE-ELECTION OF THE DIRECTORS NAMED IN ITEM 1 AND THE EXTERNAL DIRECTOR NAMED IN ITEM 2 AND "FOR" THE OTHER ITEMS SET FORTH BELOW. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1. Re-election of ten directors to serve as members of the Board of Directors of the Company, effective as of the date of the Meeting and until the next annual general meeting of shareholders of the Company or until any of their earlier resignation or removal.
	FOR	AGAINST	ABSTAIN
Yoav Doppelt	☐	☐	☐
Aviad Kaufman	☐	☐	☐
Avisar Paz	☐	☐	☐
Sagi Kabla	☐	☐	☐
Reem Aminoach	☐	☐	☐
Lior Reitblatt	☐	☐	☐
Tzipi Ozer Armon	☐	☐	☐
Gadi Lesin	☐	☐	☐
Michal Silverberg	☐	☐	☐
Shalom Shlomo	☐	☐	☐
2. Re-election of Dr. Miriam Haran to serve as an external director, within the meaning of the Israeli Companies Law, 1999, for a second three-year term.
	FOR	AGAINST	ABSTAIN
	☐	☐	☐
3. Approval of an amendment to the Company's Articles of Association in order to allow for indemnification and insurance of the Company's directors and officers under the Israeli Economic Competition Law, 1988.
	FOR	AGAINST	ABSTAIN
	☐	☐	☐

4. Subject to the approval of Proposal 3, approval of an amendment to the exemption, insurance and indemnification undertaking letter issued by the Company to each of its directors and officers to allow for indemnification and insurance in connection with proceedings under the Israeli Economic Competition Law, 1988.
	FOR ☐	AGAINST ☐	ABSTAIN ☐
5. Reappointment of Somekh Chaikin, a Member Firm of KPMG International, as the Company's independent auditor until the next annual general meeting of shareholders of the Company.
	FOR	AGAINST	ABSTAIN
	☐	☐	☐

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

Signature of Shareholder _______ Date _____ Signature of Shareholder__________ Date _____

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.