ICL Group Ltd.

Governance Information • Dec 7, 2017

	Israel Chemicals Ltd.
	Declaration of Nominee to Serve as an External Director Pursuant to Israeli Companies Law, 1999
	I, the undersigned, Roma RALBALsidentification number Society, a nominee to be appointed as External Director at the Board of Directors of Israel Chemicals Ltd.(the "Company"), hereby declare as follows:
	declaration in connection with my appointment as External Director in the l declare this Company.
ಕ ਟ	Company, with due I have the necessary skills and qualifications, and the ability to dedicate the time required l am a resident of the State of Israel and qualified to serve as External Director. of the Board of Directors a member of the order to serve as in
4.	a. Education: (please mention the degree and the name of the academic institution) 3 above, my qualifications are as tollows consideration, inter alia, to the Company's size and specific needs. With respect to the foregoing in Section
	HEBREW દિડિટિલ 1246 THE experience as a Director) AN Q MIB FROM THE HEALTH from MANAGEMENT in YEADC ટ (including RUZINESC BANKIND Professional Experience: ﻟﺮ ECONOMIC 1 W 18 YEARS Bill b.
S	(non-appealable) 54 any offense under Sections 290 through 297, 392, 415, 418 through 420 and 53(a) and of the Israeli Securities Law, 1968, and the regulations promulgated thereunder. 1977, nor under Sections 52C, 52D, to a conclusive five (5) years pursuant 422 through 428 of the Israeli Penal Law, past the in was not convicted judgment of
9	deceit, offenses by managers of a corporate body or offences involving I was not convicted in the past five (5) years by a Court outside of the State of Israel of the misuse of non-public (insider) information. offenses of bribery,
L	g to the public outside of Israel according to an offer document to the public as required by g g a company whose debentures are listed for trading or were offered to the public in a prospectus as defined in the Securities Act, or which were offered tor વડ past five (5) years of any other offense in respect of which court held that, due to its substance, gravity or circumstances, I am not fit to serve director in a public company or in a private debentures company (as defined below), period of time determined by the court in its aforementioned decision. and held by the public. the company" — in l was not convicted law outside Israel, "Debentures
ర 8	I have not been declared bankrupt nor limited debtor under the Execution Law, 1967. l am neither a minor nor incompetent.

www-icl-group.com

Tel. 03-6844400 Fax 03-6844444

No Enforcement Measures have been imposed against me by an Administrative Enforcement Committee preventing me from serving as a director in any public company or private debentures company and/or in the Company. 10.

Securities Law imposed under Chapter H4 of the Securities Law, under Chapter G2 of the "Enforcement Measures" - enforcement measures as stated in section 52(56) of the lsraeli Regulation of Investment Advice and Investment Portfolio Management Law, 1995, "Administrative Enforcement Committee" - the committee appointed under section or under Chapter J1 of the Israeli Joint Investment Trust Law, 1994, as applicable;

relatives, partners, employees, those that I am subject to directly or a I am not a relative of a controlling shareholder of the Company. I do not have, nor do my 52(32)(a) of the Securities Law. 11.

company that I am a holder of controlling interest of, on the date of appointment as External Director in the Company or two years prior thereto, any connection to the Company, to a controlling shareholder of the Company or a relative of a controlling shareholder, or to an Other Corporation. For purposes of this section:

"Connection" - the existence of a work relationship, business or professional connection generally or through control, as well as office as an executive, excluding the office of a director appointed in order to serve as an External Director of a company intending to perform an initial public offering.

"Other Corporation" - a corporation in which the controlling shareholder, on the date or two years prior thereto, was the Company or a controlling shareholder thereof. appointment

• a partner, sibling, parent, parent's parents, child and also the child, sibling or parent of the partner or the partner of any of the aforementioned. "Relative"

• My other roles or businesses activities do not create and are not likely to create a conflict of interests with my role as an External Director in the Company and will not harm my ability to serve as External Director. 12.

• I do not serve as a director of another company in which one of the Company's existing directors serves as an external director. 13.
  • I am not an employee of the Israeli Securities Authority and I am not an employee of the Tel Aviv Stock Exchange Ltd. 14.
• partners, employees, a person who I am directly subject to or a company that l am a controlling shareholder of, have any business or professional connection with a person with which a connection is prohibited according to section 240(b) of the Companies Law, even if the said connection is not general, excluding negligible connections, and I have not received any compensation against the rules set in section 244(b) of the Companies Without derogating from the provisions on section 8 above, I do not, nor do my relatives, Law. 15.

Cl

র্তা 1
1 3 10

• (please delete as appropriate), including documents and certifications supporting this A declaration in regards to accounting and financial expertise / professional qualifications expertise / qualifications, are attached as Appendix A to this declaration. 16.
• At the date of this declaration, J hold / ( do not hold (please delete as appropriate) Company shares and / or its subsidiary and / or its related company. 17.

My holdings, as mentioned above, are as follows:	Holding Percentage	(fully diluted						oting	Rights
								Capita
	Holding Percentage							Voting	Rights
								Capital
	Dormant	Shares
	Amount		securities
	Number	of the	security	as listed	the in	Stock	Exchange
	Name,	type and	series of	the	securities

• The Company has provided me with all the details in regards to the compensation of External Directors in the Company and I agree to the said compensation. 18.
• To the best of my knowledge and understanding, there are no legal restrictions preventing my appointment and / or tenure as Director of the Company. l d
  • l hereby undertake to notify the Company of any change in the content of my declarations stated above immediately following the occurrence of such change. I am aware that my position as a Director will expire upon such notification to the Company. 20.
    • I acknowledge that the Company has relied on my declarations stated herein when submitting my nomination for appointment as a Director and that this declaration will be found in the Company's registered address, available for the perusal of any person and will be reported by the Company according to the law. 21.

	Name: V2ALBAG AG RUTIT
L 3 . 11. Date:		Signature:

17

כיל מגדל המילניום, ארניה 23 תל אביב (6107025)
טלפון 03-6844400 פקס 03-6844444-6844400

Millennium Tower, 23 Aranha St. Tel-Aviv 6107025 Tel. 03-684400 Fax 03-6844444 CI

Appendix A - Declaration of a nominee to serve as Director with Accounting and Financial Expertise and/or a Director with Professional Qualifications

According with the Companies Regulations (Requirements and Evaluations for a Director with accounting and financial expertise, and for a Director with professional qualification), 2005 (the "Company") is required to evaluate if you are a Director with "accounting and financial ("Regulations on Expertise and Qualifications"), the Board of Directors of Israel Chemicals Ltd. expertise " and / or "professional qualification". According with the Regulations on Expertise and Qualifications, a Director will be considered as having "accounting and financial expertise" if "due to his education, experience and skills, the Director has a high level of skill and understanding of business - accounting issues and of statement, in a manner enabling him to thoroughly understand the Company's statements and stimulate a discussion in connection with the presentation of the financial data". financial financial

Amongst the overall considerations for evaluating accounting and financial expertise, there will be considered, among others, the Director's education, experience and knowledge in the following areas:

• Accounting matters and accounting control issues characteristic of the industry in which the Company operates and companies of the size and complexity of the Company; (1)
  • The roles of the auditor and the obligations imposed thereon;
• Preparing and approving financial statements in accordance with the Companies Law, 1999 and the Israeli Securities Law, 1968; ന

The Regulations on Expertise and Qualifications also state that a director will be considered to have "professional qualification", in case of one of the following:

• academic degree in one of the following subjects: economics, business administration, accounting, law, public administration, an Has (1)
• all in the Has another academic degree or has completed other high education studies, Company's main field of business or in a field relevant to the position; (2)
• Has at least five years of experience in one of the following, or has a cumulative experience of at least five years in two or more of the following: (3)
  • (a) In a senior position in the field of business management of a corporation with significant business operations;
• (b) In senior public office or a senior position in public service;
• (c) In a senior position in the Company's main field of business.

BR IN ECONOMICS BUSINESS MANAGEMENT GRAN THE HERREW WWERKITY (c) In a senior position in the Company's main field of business (please specify the position) (c) SENIOR MANAGEMENT, IN EXARGE OF THE COMMERCIAL CREDIT AND س tenure): 18 YEARS in PANKING, LAST Position AS MAMBER OF I, the undersigned, Qurn RAUGAL-identification number OS6S202SS- 1, hereby declare as In view of the above, please specify your education, experience and skills in relevant fields and (2) I have completed other high education studies (please mention the subject and the name of (1) I have an academic degree in the following subjects: (please mention the name of the (3) I have at least five years of experience in one of the following, or I have the cumulative MBA in Public MANHGEMENT FROM THE HEBREW UNIVERSITY significant business operations (please specify the position and the duration of the (a) In a senior position in the field of business management of a corporation with Attached are documents and certifications that support this statement. experience of at least five years in two or more of the following: present documents and certifications supporting this declaration. and the duration of the tenure): and the duration of the tenure): the academic institution). academic institution) AICH TODAY DEPUTY 13. 11. follows:

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www-icl-group.com

ליל

מגדל המילניום, ארניה 23 תל אביב (6107025)
טלפון 03-6844400 פקס 03-6844444 פקס 03-6844400

Millennium Tower, 23 Aranha St. Tel-Aviv 6107025 Tel. 03-6844400 Fax 03-6844444 ICL

האוניברסיטה העברית בירושלי הפקולטה למדעי החברה

הדיקו ומועצת הפקולטה למדעי החברה

מקנים למר(ת) רות גמליאל

את התואר

בוגר מדעי החברה

לאחר שסיים(ה) את מסכת לימודיו(ה) ועמד(ה) בבחי בהצלחה

בחוגים ללכלה

ולראיה באתי על החתום

ירושלים, י"ב אייר תשמ"ו

שלים האוניברסיטה העברית ב

הדיקן ומועצת הפקולטה למדעי החברה

מקנים לגב'

רות רלב''ג

את התואר

מוסמך אוניברסיטה במדעי החברה .Ma

לאחר שסיימה את מסכת הלימודים

בהצטיינות

במדיניות ציבורית - תכנית מנהלים

ולראיה באנו על החתום ירושלים, י"א בסיון, תשס"ו

A NV

פרופ' בעז שמיר דיקן

פרופ' ערן פיימלסון

To Israel Chemicals Ltd.

Declaration of Nominee to Serve as a Member of the Board of Directors in a Public Company

Pursuant to Israeli Companies Law, 1999

I, the undersigned, Lior Reitblatt, identification number 054176052 , a nominee to be appointed as a member of the Board of Directors of Israel Chemicals Ltd., (the "Company"), hereby declare as follows:

• 1. I have the necessary skills and qualifications, and the ability to dedicate the time required in order to serve as a member of the Board of Directors of the Company, with due consideration, inter alia, to the Company's size and specific needs.
• 1. With respect to the foregoing in Section 1 above, my qualifications are as follows:

a.	Education: (please mention the academic degree and the name of the academic institution) _BA Accounting & Economics Tel Aviv University	19:33
	MBA	University of California Berkeley	1988
b.	Professional Experience: (including experience as a Director)
	C.E.O.	Super-Pharm (Israel ) LTD	20 years
	Chairman of the Board	Super-Pharm (Israe) LTD	3 years
	Chairman of Advisory Board	Super-Pharm Poland SPP	17 years
	Chairman of the Board	Life Style LTD	6 years
	Board Member	Office Depot Israel LTD	15 years
	Chairman of the Board	Super-Link LTD	3 years

• 1. I was not convicted in the past five (5) years pursuant to a first instance or any other instance judgment of any offense under Sections 290 through 297, 392, 415, 418 through 420 and 422 through 428 of the Israeli Penal Law, 1977, nor under Sections 52C, 52D, 53(a) and 54 nd the lsraeli Securities Law, 1968 (the "Securities Law").
• 1. I was not convicted in the past five (5) years by a Court outside of the State of Israel of the offenses of bribery, deceit, offenses by managers of a corporate body or offences involving misuse of non-public (insider) information.

ICL Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) Tel. 03-6844400 Fax 03-6844444

כיל מגדל המילניום, ארניה 23 תל אביב ו6107025) טלפון 03-6844400 פקס 6844444-03

1. I was not convicted in the past five (5) years of any other offense in respect of which a court held that, due to its substance, gravity or circumstances, I am not fit to serve as a director in a public company or in a private debentures company (as defined below), for a period of time determined by the court in its aforementioned decision.

"Debentures company" – a company whose debentures are listed for trading or were offered to the public in a prospectus as defined in the Securities Law, or which were offered to the public outside of Israel according to an offer document to the public as required by law outside Israel, and held by the public.

• 1. I am neither a minor nor incompetent and I have not been declared bankrupt nor limited debtor under the Execution Law, 1967.
• 1. No Enforcement Measures have been imposed against me by an Administrative Enforcement Committee preventing me from serving as a director in any public company or private debentures company and/or in the Company.

"Enforcement Measures" - enforcement measures as stated in section 52(56) of the Securities Law imposed under Chapter H4 of the Securities Law, under Chapter G2 of the lsraeli Regulation of Investment Advice and Investment Portfolio Management Law, 1995, or under Chapter J1 of the Israeli Joint Investment Trust Law, 1994, as applicable;

"Administrative Enforcement Committee" - the committee appointed under section 52(32)(a) of the Securities Law.

• 1. To the best of my knowledge and understanding, there is no legal restriction preventing my appointment and / or tenure as Director of the Company.
• 1. At the date of this declaration, I hold Company shares and/or its subsidiary and/or its related company.

My holdings, as mentioned above, are as follows:

Name, type and series of the securities	Number of the security (as listed in the Stock Exchange)	Amount of securities	Dormant Shares	Holding Percentage		Holding Percentage (fully diluted)
				Capital	Voting Rights	Capital	Voting Rights
ICI bond ICL share	2810299 281014	320,000 2,350

ICI

Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) Tel. 03-6844400 Fax 03-6844444

• 1. I hereby undertake to notify the Company of any change in the content of my declarations stated in Sections 1 through 8 above, immediately following the occurrence of such change. l am aware that my position as a Director will expire upon such notification to the Company.
• 11.1 acknowledge that the Company has relied on my declarations stated herein when submitting my nomination for appointment as a Director and that this declaration will be available in the Company's registered address for the perusal of any person and will be reported by the Company according to the law.

Date: Nevember 10th, 2017 Name: Lior Reitblatt Signature:

ICI

Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) Tel. 03-6844400 Fax 03-6844444

כיל מגדל המילניום, ארניה 23 תל אביב (6107025) טלפון 03-6844400 פקס 68444444-03

Appendix A

Declaration of a nominee to serve as Director with Accounting and Financial Expertise and/or a Director with Professional Qualifications and/or a Director who satisfies the Expert External Director criteria

• A. In accordance with the Companies Regulations (Requirements and Evaluations for a Director with accounting and financial expertise, and for a Director with professional qualifications), 2005 ("Regulations on Expertise and Qualifications"), the Board of Directors of Israel Chemicals Ltd. (the "Company") is required to evaluate if you are a Director with "accounting and financial expertise " and / or "professional qualifications".
  • A1) According to the Regulations on Expertise and Qualifications, a Director will be considered as having "accounting and financial expertise" if "due to his education, experience, skills and qualifications, the Director has a high level of skill and understanding of Business – accounting issues and financial statements, in a manner enabling him to thoroughly understand the Company's financial statements and stimulate a discussion in connection with the manner of presentation of the financial data".

Amongst the overall considerations for evaluating accounting and financial expertise, there will be considered, among others, the Director's education, experience and knowledge in the following areas:

• (1) Accounting matters and accounting control issues characteristic of the industry in which the Company operates and companies of the size and complexity of the Company;
• (2) The roles of the auditor and the obligations imposed thereon;
• (3) Preparing and approving financial statements in accordance with the Companies Law, 1999 and the Israeli Securities Law, 1968;
• A2) The Regulations on Expertise and Qualifications also state that a director will be considered to have "Professional Qualifications", in the event of the fulfillment of one of the following criteria:
  • (1) Has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration;
  • (2) Has another academic degree or has completed other higher education studies, all in the Company's main field of business or in a field relevant to the position;
  • (3) Has at least five years of experience in one of the following, or has cumulative experience of at least five years in two or more of the following:

כיל מגדל המילניום, ארניה 23 תל אביב (6107025) טלפון 03-6844400 פקס 03-6844444

ICL

Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) Tel. 03-6844400 Fax 03-6844444

• (a) In a senior position in the field of business management of a corporation with significant business operations;
• (b) In senior public office or a senior position in public service;
• (c) In a senior position in the Company's main field of business.
• B. The Companies Regulations (Rules Regarding Compensation and Expenses for External Directors) states that the following external directors shall be considered "Expert External Directors":
  • (1) A director who possesses "accounting and financial expertise"; or
  • (2) A director who possesses high-level proficiency and significant understanding in the Company's main field of business as a result of his education, experience and skills; provided that the evaluation of such director's proficiency and understanding shall be performed by the Company's Board of Director's, after such director has submitted a declaration in accordance with Section 241 of the Israeli Companies Law, 1999, and a declaration of such director's education, experience and skills, to the extent that such are relevant for the above evaluation, and attached documentation supporting such declaration.

In view of all of the above (specifically, items A (A1 and A2) and B), please specify your education, experience and skills in relevant fields and present documents and certifications supporting this declaration.

• l, the undersigned, Lior Reitblatt, identification number 054176052, hereby declare as follows:
• (1) Professional Qualifications: Do you possess "Professional Qualifications" as set forth in Section A2 above?

YES V

If yes, please specify the basis and attach supporting documentation, as follows:

• a. I have an academic degree in the following subjects: (please mention the name of the academic institution): BA ECONOMICS & ACCOUNTING TEL AVIV UNIVERSITY 1983 MBA UNIVERSITY OF CALIFORNIA BERKELEY 1988 Attached are 2 documentations of the degrees.
• b. I have completed the following other high education studies: (please mention the subject and the name of the academic institution)

ICL ריל מגדל המילניום, ארניה 23 תל אביב (6107025) Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) טלפון 03-6844400 פקס 03-6844444-0 Tel. 03-6844400 Fax 03-6844444 www-icl-group.com

c. I have / (circle/delete as appropriate) at least five years of experience in one of the following, or I have / do not have (circle/delete as appropriate) the cumulative experience of at least five years in two or more of the following:

(i) In a senior position in the field of business management of a corporation with significant business operations (please specify the position and the duration of the tenure): 20 years CEO of Super-Pharm+ 3 years Chairman of Super-Pharm in Israel Poland and

(ii) In senior public office or a senior position in public service (please specify the position and the duration of the tenure):

(iii) In a senior position in the Company's main field of business (please specify the position and the duration of the tenure):

(2) Accounting and Financial Expertise: Do you possess high-level proficiency and understanding in business-accounting matters and financial statements as a result of your education, experience, skills and qualifications, in a manner which enables you to fully understand the Company's financial statements and to stimulate discussion regarding the manner in which the financial data are presented?

YES V

If yes, please specify the basis and attach supporting documentation:

• (i) Education and degrees (and whether supporting documentation is attached): BA Accounting & Economics Tel Aviv University
• (ii) Experience:

Certified Public Accountant Israel (CPA Isr)

2 years working in Hagay Wallenstein & co CPA (today =Lion Orlitzky)

4 years controller+head of Economic Department at Super-Pharm

(iii) Skills:

Finance, Accounting, Reports analysis, Banking

(3) Expert External Director Criteria: Do you possess high-level proficiency and significant understanding in the Company's main field of business as a result of your education, experience and skills?

NO =
ICL	כיל
Millennium Tower, 23 Aranha St. Tel-Aviv (6107025)	מגדל המילניום, ארניה 23 תל אביב (6107025)
Tel. 03-6844400 Fax 03-6844444	טלפון 03-6844400 פקס 03-6844444
	www-icl-group.com

lf yes, please specify the basis and attach supporting documentation:

(i) Education and degrees (and whether supporting documentation is attached):

Attached are documentations of the degrees. (ii) Experience: (iii) Skills:

Attached are documents and certifications that support this statement.

Bachelor Degree	Tel Aviv University
MBA	University of California BERKELEY

ICL

Millennium Tower, 23 Aranha St. Tel-Aviv (6107025) Tel. 03-6844400 Fax 03-6844444

כיל מגדל המילניום, ארניה 23 תל אביב (6107025) טלפון 03-6844400 פקס 03-6844444-0

THE REGENTS OF THE

ainnofila Ja prisisain

GRADUATE SCHOOL OF BUSINESS ADMINISTRATION ON THE NOMINATION OF THE FACULTY OF THE HAVE CONFERRED UPON

LIOR RETTBLATT

INTERETT THE RECENTS AND PRIVILEGES THERETO PERTAINING THE DECREE OF ANSTER OF BUSINESS ADMINISTRATION

AND TWENTFIETH DIS OF OF ANY IN THE YEAR NATIES HONDRED AND EDGETTY-FIGGAT GIVEN AT BERKELEY

GOVERNOR OF CALIFORNIA AND STARSHOPENT OF THE REGERNY

Michael Hospinan

Clario Prop

רקטור האוניברסיטה דיקאז הפקולטה לניהול – בית הספר למוסמכים במינהל עסקים על שם ליאוז רקנאטי וריקאז הפקולטת למרעי החבר מעניקים למר ליאור רייטבלט את התואר

1112 (B.A.) אוניברסיטה

לאחר שסיים חוק לימודים בחשבונאות ובכלכלה ועמד בבחינות

מל־אביב, ביום כ׳ לחודש אייר תשמזה

22 במאי 1984

אז הפקולטה

To Israel Chemicals Ltd.

Declaration of Nominee to Serve as a Member of the Board of Directors in a Public Company

Pursuant to Israeli Companies Law, 1999

I, the undersigned, Reem Aminoach, identification number 057345274, a nominee to be appointed as a member of the Board of Directors of Israel Chemicals Ltd., (the "Company"), hereby declare as follows:

• 1. I have the necessary skills and qualifications, and the ability to dedicate the time required in order to serve as a member of the Board of Directors of the Company, with due consideration, inter alia, to the Company's size and specific needs.
• 1. With respect to the foregoing in Section 1 above, my qualifications are as follows:
  2. a. Education: (please mention the academic degree and the name of the academic institution) Tel Aviv University: 1) B.A. Accounting and conomics 2) M.B.A.
  3. b. Professional Experience: (including experience as a Director) (Enclosed A)_______ ______
• 1. I was not convicted in the past five (5) years pursuant to a first instance or any other instance judgment of any offense under Sections 290 through 297, 392, 415, 418 through 420 and 422 through 428 of the Israeli Penal Law, 1977, nor under Sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 1968 (the "Securities Law").
• 1. I was not convicted in the past five (5) years by a Court outside of the State of Israel of the offenses of bribery, deceit, offenses by managers of a corporate body or offences involving misuse of non‐public (insider) information.
• 1. I was not convicted in the past five (5) years of any other offense in respect of which a court held that, due to its substance, gravity or circumstances, I am not fit to serve as a director in a public company or in a private debentures company (as defined below), for a period of time determined by the court in its aforementioned decision.

"Debentures company" – a company whose debentures are listed for trading or were offered to the public in a prospectus as defined in the Securities Law, or which were

www‐icl‐group.com

______________________________________________________________________________________

(A) Professional Experience:

• Founding partner UHY Shtainmetz Aminoach & Co., CPA
• Brigadier General Director of the Budget Department and Financial Advisor to the chief of Staff.
• Board member in Zim ; Ofer investments

offered to the public outside of Israel according to an offer document to the public as required by law outside Israel, and held by the public.

• 1. I am neither a minor nor incompetent and I have not been declared bankrupt nor limited debtor under the Execution Law, 1967.
• 1. No Enforcement Measures have been imposed against me by an Administrative Enforcement Committee preventing me from serving as a director in any public company or private debentures company and/or in the Company.

"Enforcement Measures" – enforcement measures as stated in section 52(56) of the Securities Law imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Israeli Regulation of Investment Advice and Investment Portfolio Management Law, 1995, or under Chapter J1 of the Israeli Joint Investment Trust Law, 1994, as applicable;

"Administrative Enforcement Committee" – the committee appointed under section 52(32)(a) of the Securities Law.

• 1. To the best of my knowledge and understanding, there is no legal restriction preventing my appointment and / or tenure as Director of the Company.
• 1. At the date of this declaration, I hold / I do not hold (please delete as appropriate) Company shares and/or its subsidiary and/or its related company.

Name, type and series of the securities	Number of the security (as listed in the Stock Exchange)	Amount of securities	Dormant Shares		Holding Percentage	Holding Percentage (fully diluted)
				Capital	Voting Rights	Capital	Voting Rights

My holdings, as mentioned above, are as follows:

• 1. I hereby undertake to notify the Company of any change in the content of my declarations stated in Sections 1 through 8 above, immediately following the occurrence of such change. I am aware that my position as a Director will expire upon such notification to the Company.
• 1. I acknowledge that the Company has relied on my declarations stated herein when submitting my nomination for appointment as a Director and that this declaration will be available in the Company's registered address for the perusal of any person and will be reported by the Company according to the law.

______________________________________________________________________________________

www‐icl‐group.com

AICL Date: _ 4/12/16 Name: AMi NORett REEM Signature:

Appendix A

Declaration of a nominee to serve as Director with Accounting and Financial Expertise and/or a Director with Professional Qualifications and/or a Director who satisfies the Expert External Director criteria

• A. In accordance with the Companies Regulations (Requirements and Evaluations for a Director with accounting and financial expertise, and for a Director with professional qualifications), 2005 ("Regulations on Expertise and Qualifications"), the Board of Directors of Israel Chemicals Ltd. (the "Company") is required to evaluate if you are a Director with "accounting and financial expertise " and / or "professional qualifications".
  • A1) According to the Regulations on Expertise and Qualifications, a Director will be considered as having "accounting and financial expertise" if "due to his education, experience, skills and qualifications, the Director has a high level of skill and understanding of Business – accounting issues and financial statements, in a manner enabling him to thoroughly understand the Company's financial statements and stimulate a discussion in connection with the manner of presentation of the financial data".

Amongst the overall considerations for evaluating accounting and financial expertise, there will be considered, among others, the Director's education, experience and knowledge in the following areas:

• (1) Accounting matters and accounting control issues characteristic of the industry in which the Company operates and companies of the size and complexity of the Company;
• (2) The roles of the auditor and the obligations imposed thereon;
• (3) Preparing and approving financial statements in accordance with the Companies Law, 1999 and the Israeli Securities Law, 1968;
• A2) The Regulations on Expertise and Qualifications also state that a director will be considered to have "Professional Qualifications", in the event of the fulfillment of one of the following criteria:
  • (1) Has an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration;
  • (2) Has another academic degree or has completed other higher education studies, all in the Company's main field of business or in a field relevant to the position;
  • (3) Has at least five years of experience in one of the following, or has cumulative

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experience of at least five years in two or more of the following:

• (a) In a senior position in the field of business management of a corporation with significant business operations;
• (b) In senior public office or a senior position in public service;
• (c) In a senior position in the Company's main field of business.
• B. The Companies Regulations (Rules Regarding Compensation and Expenses for External Directors) states that the following external directors shall be considered "Expert External Directors":
  • (1) A director who possesses "accounting and financial expertise"; or
  • (2) A director who possesses high‐level proficiency and significant understanding in the Company's main field of business as a result of his education, experience and skills; provided that the evaluation of such director's proficiency and understanding shall be performed by the Company's Board of Director's, after such director has submitted a declaration in accordance with Section 241 of the Israeli Companies Law, 1999, and a declaration of such director's education, experience and skills, to the extent that such are relevant for the above evaluation, and attached documentation supporting such declaration.

In view of all of the above (specifically, items A (A1 and A2) and B), please specify your education, experience and skills in relevant fields and present documents and certifications supporting this declaration.

I, the undersigned, Reem Aminoach, identification number 057345274, hereby declare as follows:

(1) Professional Qualifications: Do you possess "Professional Qualifications" as set forth in Section A2 above?

YES V

If yes, please specify the basis and attach supporting documentation, as follows:

• a. I have an academic degree in the following subjects: (please mention the name of the academic institution) Attached are documentations of the degrees. Tel Aviv University: B.A. accounting & economics (enclosed B) ; M.B.A (enclosed C)
• b. I have completed the following other high education studies: (please mention the subject and the name of the academic institution)

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אוניברסיטת תל-אביב

רקטור האוניברסיטה דיקאן הפקולטה לניהול - בית הספר למוסמכים במינהל עסקים על שם ליאון רקנאטי ודיקאן הפקולטה למדעי החברה מעניקים למר ראם עמינח את התואר

TATE אוניברסיטה (B.A.)

לאחר שסיים את חוק לימודיו בחשבונאות ובכלכלה ועמד בבחינות בהצטיינות תל-אביב, ביום כ"א לחודש סיון תשמ"ח

6 ביוני 8861

דיקאן הפקולטה ליחיל

דיקאן הפקולטה למדעי החברה

רקטור האוניברסיטה ודקאן הפקולטה לניהול — בית הספר למוסמכים במינהל עסקים עייש ליאון רקנאטי מעניקים למר ראם עמינח את התואר

במינהל עסקים (.M.B.A.)

לאחר שסיים את חוק לימודיו

תל-אביב, כ"ז בתמוז תשנייד, 6 ביולי 1994

1 12 13 הרקטור

הדקאן

c. I have / (circle/delete as appropriate) at least five years of experience in one of the following, or I have / do not have (circle/delete as appropriate) the cumulative experience of at least five years in two or more of the following: (i) In a senior position in the field of business management of a corporation with significant business operations (please specify the position and the duration of the tenure): Founding partner – UHY Shtainmetz Aminoach & Co., CPA

_____________________________________________________________________________

(ii) In senior public office or a senior position in public service (please specify the position and the duration of the tenure):

Director of the Budget Department and Financial Advisor to the Chief of Staff

(iii) In a senior position in the Company's main field of business (please specify the position and the duration of the tenure):

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(2) Accounting and Financial Expertise: Do you possess high‐level proficiency and understanding in business‐accounting matters and financial statements as a result of your education, experience, skills and qualifications, in a manner which enables you to fully understand the Company's financial statements and to stimulate discussion regarding the manner in which the financial data are presented? YES _V_

If yes, please specify the basis and attach supporting documentation: C.P.A license (enclosed D)

(i) Education and degrees (and whether supporting documentation is attached): Tel Aviv University: 1) B.A. accounting and economics

2)	M.B.A.
(ii) Experience:
SEE ABOVE

(iii) Skills:

(3) Expert External Director Criteria: Do you possess high‐level proficiency and significant understanding in the Company's main field of business as a result of your education, experience and skills?

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משרד המשפטים

מועצת רואי חשבון

זאת לעדות כי עמינח ראם

מורשה / |ת | לעסוק בראיית חשבון בהתאם לחוק רואי חשבון, התשט"ו – 1955

חיים קלוגמן יושב ראש מועצת רואי חשבון

If yes, please specify the basis and attach supporting documentation:

(i) Education and degrees (and whether supporting documentation is attached):

Attached are documentations of the degrees.

(ii) Experience:

(iii) Skills:

Attached are documents and certifications that support this statement.

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