ICL Group Ltd. — Investor Presentation 2019

Dec 18, 2019

DEBT ROAD SHOW PRESENTATION

IMPORTANT LEGAL NOTES

The Peer tatur (eferences to which on and be eeenet o nature inimation which has seen r may be suppled in writing or realy in connection what are furner enquiries) is porised on the subject in deciling to assist the respient in deciling when it when investigation for reseal of or resting in Irresting in Irane Chemists affiliates (nemaily of the "Company" of "C"). This Pesentain shall of the reason with, any contract or commiment whatseer, and it dosent opport obe omprensive or to ontain all the revised may need more to eallate the Company and in the presentation of deliver in this presentation of deliver on to televed by which our resentation does not constitute an offer a recommendation to o any transaction in say seurlies of its affiliates or ussidiares.

no representation waranty of the by C. andra any nember of the C. Grup or ther respective directions, offices, employes, agents, representatives and realiters and or in eati the accuray completess or stimation onlained in this Pesertained of any assumption of the maimum eten permited by an 1 to Company and it respective director, ency regresentation and a closes arpessy discialin any and all liblity with may and any environment on on investment of rom any use of this Presentation or its contents or otherwise in connection therewith.

no receentation or warrant or resorablems of and novellance should be placed on, any valuations, provinces and index on the in the Presention. In a lease, respents sould oncur the Company and the Company and the infrimation on tanes in the Pesention constitues mestment advisence on opinis or recommentations that may been have not been has of financial shuatin or particular needs of any specific resor in herstor in herstor in herstor in bying Company seusines or evaluating the Company and/or its assets is recommended to seek its own financial and other professional advice.

The Presentation and or writter statements made by C. during is presentation of time of time to time the measing of the United States Pices Litizator Reform Act 1995 and the rever wors sub as "telev", "could", "stould", "phone", "antipat", "nimal", "product" or smiller" (pressions are use, the Company s maing fonadel out forward-obling strems may include, but are not linited to those that discuss strates outsides, existing or new markets, operating efficiencies, or other non-historical matters.

These formand projection are no guartes of the perionance and are subject o a number of soumpions, nany of White are world the Empany sontin, which could results, performance of offer materially from those described in or mplessions. Beause with statements on are been now management's telefis and on infornation courner and the could be mapaced or le subject on and uncertainies, including, un of interior in on including, un of intel to, the sis Pike Factor and elserine in our Annual Report of For the year and in subsequent filings with the lefe in the left in the U.S. Section and Entage Commission (SC). Album the Company belevel in sub forward-looking statements and on newspaper of an quide no assumor will can incentral will can incentral will caniest. Exect as otherns equired by CL discinn any intimation on update or revear any one only as of the cate meet, which speak on the vincer and of new information, four events of circumstances or otherwise. Readers , Isteners and views and uncertainles and to not place under eliance on such information.

Cerain market and in the Pesentation were obtined from internal estinates and sudies, where appropriate, as well as from maker reserver. Soci infornation Subi information Sub rcuse data other from surces celeved o be elater the accuray and sompleienes of such infrimation which is not success who we believe on evelope, which have not been independently verified. We cannot assure that such data is accurate or complete.

houlded in this cresentation and establing directed business, adusted puncting incree, adjusted coprating income ecidding thested businesses, adusted businesses, adusted bus encluding theses, affuster rei income ectuding directed businesse and free cash low designed to oproperent the financel information presented in aconomise with GAP bease management believe the send by interest measures should to considerent to and not suppliements to and not superior of and not species now in accordance with G-4P Peace efect our O an e-K for the third quarter on an ille with TASE and the SEC for a connitiation of the no-GAP friancial measures in class in clisi presentation to the most directly comparable financial measures prepared in accordance with GAAP.

ICL- AT A GLANCE

C \$5.6B

Sales in 2018, with balanced product portfolio

Manufacturing plants in 13 countries worldwide

Employees worldwide, 4,500 in Israel

P TOP 3

Leading supplier across most business lines and target markets

M \$5.8B

Market Cap as of Dec 16, 2019 Traded on TASE since 1992 Traded on NYSE since 2014

Industry leading dividend yield

ਨ ਵ BB-

Investment grade rating & positive outlook (Fitch). Net debt to EBITDA reduced from 2.9 as of 2017 year-end to 1.8 as of Sep. 30, 2019

#2

Second largest public Israeli company in terms of sales

SUSTAINABILITY

SILVER ranking

Sustainable Procurement

'Platinum+' Ranking

DNA OF LEADERSHIP

#1

#1

1

LEADERSHIP STRATEGY PRESENT Phosphate Solutions division

Industrial Products division

essential ingredients

IAS - Innovative Ag Solutions division

Potash division

POTASH

IAS

ICL BUSINESS LEADERSHIP

Market Share – Specialty Phosphates – Europe, NA, and LatAm¹

ORGANIZATIONAL STRUCTURE ALIGNED WITH STRATEGY

POTASH

IAS

Industrial Products division¹

Potash division¹

Phosphate Solutions division1,2

STERBLI	BYALT		SUFF
	YTD SALES (overall)	(specialty)	OP. Margin (overall)

IAS - Innovative Ag Solutions division¹

LEADERSHIP STRATEGY

SOLID LEADERSHIP INDUSTRIAL PRODUCTS

THE GLOBAL BROMINE MARKET LEADER

175K TONNES

NO.1

240K TONNES

NO.1

UNIQUE ADVANTAGE

BROMINE PRICES IN CHINA

LEADERSHIP STRATEGY

ICL'S UNIQUE POSITION POTASH

STRONG POSITION

4.9 MILLION TONNES

80% PRODUCED FROM

THE DEAD SEA

NO.6

LOWER COST AND FASTER TIME-TO-MARKET

ICL'S UNIQUE POSITION POTASH

STRONG POSITION

4.9 MILLION TONNES

80% PRODUCED FROM

THE DEAD SEA

NO.6

WELL ESTABLISHED IN GROWING MARKETS

LOWER COST AND FASTER TIME-TO-MARKET

Potash Pricing trend

LEADERSHIP STRATEGY

PHOSPHATE SOLUTIONS ICL'S RECIPE FOR LEADERSHIP

UNIQUE BACKWARD INTEGRATION MODEL

5M TONNES

Over 90% of phosphate rock

1.2M TONNES

290K TONNES

WITH A LEADING MARKET POSITION

Market Share – Specialty Phosphates – Europe, NA, and LatAm¹

Source: ICL estimates (2017)

AND VALUABLE INNOVATIVE PRODUCTS

Phosphate Commodities Pricing Trends

US\$/TONNE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DAP CFR INDIA4

TSP FOB MOROCCO4

LEADERSHIP STRATEGY

INNOVATIVE AG SOLUTIONS CREATING LEADERSHIP

SPECIALTY FERTILIZERS - THE FOUNDATION FOR THE FUTURE

~850K TONNES

OVER 300

25 YEARS

FASTEST GROWING

FAST GROWING INDUSTRY

DIVERSIFIED PORTFOLIO

Translating Megatrends and Unmet Needs Into New Innovation Initiatives

Ion :

Diminishing Arable Land

loaniza

56

Electrification

Growing Population

-Dietary Shifts.

Regulations and Environmental

Circular Economy

Artificial Intelligence

INNOVATION AT ICL

R&D and Innovation Snapshot

850 granted patents

40 innovation projects with universities & startups within the last 5 years

300 FTEs

Areas of innovation

• New Applications for ICL minerals
• Products and formulations
• Process efficiency
• Technology
• Machine learning

INNOVATION AT ICL

Translating Megatrends and Unmet Needs Into New Innovation Initiatives

Renewable Energy Increase Crop Yields Advanced Materials

Increased Health Awareness Safety, Environment & Circular Economy Operational Excellence

FINANCIAL SUMMARY

Q3 2019 Highlights

• ✓
• ✓
• ✓
• ✓
• ✓
• ✓
• ✓
• ✓

Q3 2019 Results Summary

\$ millions	Q3 2019	Q3 2018	% change	1-9/2019	1-9/2018	% change
Sales	1,325	1,371	(3%)	4,165	4,146
Sales excluding divested businesses(1)	1,325	1,371	(3%)	4,165	4,096	2%
Operating income	201	196	3%	୧୧୫	1,353	(51%)
Adjusted operating income	201	200	1%	672	539	25%
Adjusted EBITDA	307	295	4%	997	842	18%
Net income	130	129	1%	427	1158	(63%)
Adjusted net income	130	134	(3%)	431	353	22%
EPS(2) (Presented in US dollars)	0.10	0.10		0.33	0.91	(64%)
Adjusted EPS (Presented in US dollars)	0.10	0.10		0.34	0.728	21%
Operating cash flow	368	196	83%	780	396	97%

Adjusted operating income, adjusted EFTDA and operitive inpat of the new FRS stacounting stardard in the annunts of 2 million 185 million 185million 1990-tillen

(1) Excluding contributions from divested businesses of Rovita (divested in Q3 2018)

(1) EPS and atiusted BP and income, respective), chiled by veinted and one of other virany shares outstanding. See reconstition table in the appendiation take in the appen

Growth trend in Most Main Operational Parameters -YTD View

Adjusted EBITDA

\$ millions

Adjusted operating income excluding divested businesses (1)

Adjusted operating income, adjusted EBTDA and operation of the new FRS & accounting stardard in the annunts of \$2 million and \$10 million and \$10 million and \$10 million aspe

(1) Adjusted operating income and adjusted businesses are non-GAP financial measures. See Appendix to this presentation for reconciliation tables.

Operating cash flow

Current Debt Summary

USD million	FY 2017	FY 2018	Q1 2019¹	Q2 20191	Q3 20191
Long term loans from banks and others	872	352	589	654	599
Debentures	1,516	1,463	1,483	1,491	1,502
Short term credit from banks and others	822	610	638	598	416
Total financial liabilities	3,210	2,425	2,710	2,743	2,577
Financial assets	(173)	(213)	(183)	(219)	(187)
Net financial liabilities	3,037	2,212	2,527	2,524	2,390
EBITDA	1,059	1,164	1,263	1,307	1,319
Net Debt/EBITDA	2.9	1.9	2.0	1.9	1.8

Decreasing Net Debt/EBITDA Ratio

Successful Optimization of Debt Structure

Capital Allocation Approach

KEY TAKEAWAYS

THANK YOU

visit us at www.icl-group.com

Appendix

ICL- 90 YEARS OF HISTORY

Establishing & growing operations in Israel 1920s - 1970s

Consolidating & expanding globally 1970s - 2014

Focusing on innovation and solidifying leadership 2000s -

LEADING GLOBAL COMPANY

ICL – STRATEGIC ADVANTAGES

ASSETS

STRATEGIC LOCATIONS KNOW-HOW UNIQUE

proximity to ports & customers

accumulated over decades

STARTUP NATION

innovation

CORE VALUES

LEVERAGING TECHNOLOGY AND INDUSTRIAL KNOW HOW TO MEET THE NEEDS OF OUR CUSTOMERS

ADOPTING BEST PRACTICES FOR CORPORATE GOVERNANCE

TOP TIER SAFETY PERFORMANCE AND ENVIROMENTAL RESPONSIBILITY

EMPLOYER OF CHOICE

Industrial Products

INDUSTRIAL PRODUCTS

Enabling a variety of industries to enjoy safer products as well as more efficient and sustainable production

BIOCIDES

Industrial Products Geographical Sales Distribution

Industrial Products Sales Distribution

Industrial Products Supply Chain

▲ Industrial Products Leading the Global Bromine Market

ICL-IP holds the largest bromine capacity Global bromine capacity by producer (KMT)

Bromine demand by industry

Average market utilization rate of 70-80%

Major Trends and ICL Solutions

Trends

Clean Air Mercury Emissions Control

Renewable energy Energy storage

Electric car/ Autonomous car

Home automation

Water shortage and treatment

ICL's Solutions

MERQUEL®

Electrolytes for Bromine Flow battery

New generation polymeric FRs

New generation polymeric FRs

New Biocides

INDUSTRIAL PRODUCTS MAIN GOALS

A WORLD LEADER AND BEYOND

CONCRETING OUR GLOBAL LEADERSHIP OF THE BROMINE MARKET

Increasing Demand via new bromine applications

Advocacy & Regulation

Value over volume

Enhancing complementary business

Potash

MEETING THE GLOBAL NEED TO FEED THE WORLD'S GROWING POPULATION

Without an improvement in crop yields, the demand for food will far outpace production

Source: FAO

World Main Crops Long Term Forecast Consumption, Stock and Stock to Use Ratio

World Grains Production & Consumption: Current Stock to Use Ratio

ICL's Potash Market Share in Fast Growing Markets

31% 16% 13% 23% 15% 2%

Canpotex Uralkali APC BPC ICL K & S

APC BPC Canpotex ICL Uralkali K+S

Canpotex Uralkali SQM BPC ICL K&S

SQM BPC Uralkali K+S Canpotex ICL

Uralkali BPC Canpotex APC ICL K+S Other

38%

4%

19%

Uralkali BPC Canpotex ICL APC Others

ICL UK: The World's Only Producer of Polysulphate

• ▪
• ▪
• ▪

• ▪
• ▪
• ▪

TOP-3 5MT

Phosphate Solutions

Phosphate Solutions: Backward Integrated Value Chain

PHOSPHATE SOLUTIONS - FOOD

ESSENTIAL MINERALS

BITE

TASTE &

MOUTH FEEL TEXTURE & LAST LONGER

RISE

Food Specialties: Markets and Competition

PHOSPHATE SOLUTIONS - INDUSTRIAL

treatment

Phosphoric Acid Pricing Trends

YPH JV – ICL's Integrated Phosphate Platform in China

UNIQUE BACKWARD INTEGRATION MODEL

2.5M TONNES

480K TONNES

65K TONNES

GROWING PRODUCTION AND FINANCIAL METRICS

Growth in production, improving market conditions and efficiency measures resulted in a positive operating income¹ in 2018

	\$ million	Q3'19 YTD	2018	2017	2016
	Sales	273	387	363	377
630K TONNES	Operating income1	19	9	(19)	(76)	▪

TARGETING A SHIFT TOWARDS SPECIALTIES

- ▪

PHOSPHATE SOLUTIONS OUR GOALS

A leading provider of value added solutions for the industrial, food and agriculture end markets

Increase capacity of purified phosphoric acid, the base raw material for our downstream specialty products & solutions

Value based product positioning

Innovation new applications & solutions

Geographic expansion

Outgrow the market

Innovative Ag Solutions

ICL's Leadership in the Specialty Fertilizers Market

ICL Specialty Fertilizers: Our Strengths

• ▪
• ▪
• ▪
• ▪
• ▪
• ▪
• ▪
• ▪

Our Core Markets and Products Today

Specialty Fertilizers and Bio Solutions Have Became An Important Part of the Ag Input

2B MORE PEOPLE WITHIN 20 YEARS

GROW MORE CHANGE WITH LESS

GROUNDBREAKING SOLUTIONS

INNOVATIVE AG SOLUTIONS

PORTFOLIO GROWTH

GET CLOSER TO GROWER

UNIQUE R&D CAPABILITIES

INNOVATION DIGITAL TRANSFORMATION

ICL AIMS TO OFFER FARMERS CUTTING-EDGE SOLUTIONS

PRESENT&FUTURE LEADERSHIP STRATEGY

THANK YOU

visit us at www.icl-group.com

Segment Profit Before and After G&A Expenses

Operating Income	Q1 2017	Q2 2017	Q3 2017	Q4 2017	FY 2017	Q1 2018	Q2 2018	Q3 2018	Q4 2018	FY 2018	Q1 2019	Q2 2019	Q3 2019
Industrial Products (Bromine)
Profit before allocated G&A expenses	77	76	77	73	303	78	94	95	83	350	108	105	99
Allocated G&A expenses (income)	11	17	14	14	56	12	13	12	13	50	11	12	11
Segment profit	66	59	63	59	247	66	81	83	70	300	97	93	88
Potash
Profit before allocated G&A expenses	37	61	65	119	282	62	76	97	158	393	98	123	99
Allocated G&A expenses (income)	21	21	21	21	84	19	20	19	20	78	19	18	16
Segment profit	16	40	44	98	198	43	56	78	138	315	79	105	83
Phosphate Solutions
Profit before allocated G&A expenses	37	37	52	23	149	52	55	63	38	208	63	58	57
Allocated G&A expenses (income)	26	22	24	24	96	24	24	23	24	95	28	26	25
Segment profit	11	15	28	(1)	53	28	31	40	14	113	35	32	32
Innovative Ag Solutions
Profit before allocated G&A expenses	20	19		9 8	56	25	23		7	2 57	21	21	6
Allocated G&A expenses (income)		7	6	7 7	27	7	7		8	6 28		8	9 8
Segment profit	13	13		2 1	29	18	16	(1)		(4) 29	13	12	(2)
Other & elimination
Profit before allocated G&A expenses		2 -	(4)	(3)	(5)	(2)	4		2	(5)	(1) 14	(12)	2
Allocated G&A expenses (income)		1 (1)	(6)	4	(2)	8	(2)		1	(1) 6		(3) -	2
Segment profit		1	1	2 (7)	(3)	(10)	6		1	(4)	(7) 17	(12)	-
ICL
Total adjusted operating income before G&A expenses	173	193	199	220	785	215	252	264		276 1,007	304	295	263
G&A expenses	66	65	60	70	261	70	62	63	62	257	63	65	62
Adjusted operating income - excl. divestments	107	128	139	150	524	146	190	200	214	750	241	230	201
Divested businesses' contribution*		9 25	76	18	128	5	(2)	-	-	3	-	-	-
Adjusted operating income	116	153	215	168	652	151	188	200	214	753	241	230	201

Reconciliation Tables (1/3)

Calculation of adjusted income before tax (\$ millions)			Q3 19		Q3 18	FY2018
Adjusted operating income	201		200	753
Finance expenses	(32)		(23)	(158)
Share in earnings (losses) of equity-accounted investees and adjustments to financial expenses			2	13
Adjusted income before tax	169		179	608
Calculation of adjusted net income excluding divested businesses to net income	Q3 2019		Q3 2018	Q1-Q3 2019		Q1-Q3 2018
Net income attributable to the shareholders of the Company	130	129		427		1,158
Iotal adjustments to operating income			4	く		(814)
Adjustments to finance expenses[1]			3			3
Total tax impact of the above operating income & finance expenses adjustments®	-		(2)			6
Contribution from divested businesses
Total adj. net income excluding divested businesses - shareholders of the Company	130	134		431		354
Weighted-average diluted number of ordinary shares outstanding	1,283,675	1,278,780		1,283,401		1,276,564
Adjusted EPS excluding divested businesses (US dollar)	0.10	0.10		0.34		0.28

Reconciliation Tables (2/3)

Calculation of adjusted operating income and adjusted operating income excluding divested businesses	Q1-Q3 2019	Q1-Q3 2018	Q1-Q3 2017	Q1-Q3 2016
Operating income	୧୧୫	1,353	440	(75)
Capital gain		(841)	(6)	1
Impairment loss (reversal)	(10)	19	18
Provision for early retirement and dismissal of employees	-	7	26
Provision for legal claims	14	1	11	7
Provision for electricity charges			-	(18)
Provision in respect of prior periods resulting from an arbitration decision			6	10
Total adjustments(1)	4	(814)	44	517
Divested businesses' profit		(3)	101	73
Adjusted operating income excluding divested businesses	672	536 383		369
Calculation of adjusted EBITDA excluding divested businesses to net income	Q1-Q3 2019	Q1-Q3 2018	Q1-Q3 2017	Q1-Q3 2016
Net income attributable to the shareholders of the Company	427	1,158	209	(154)
Depreciation and Amortization	330	296	286	306
Financing expenses, net	104	92	99	113
Taxes on income	132	110	145	5
Adjustments(1)	4	(814)	44	517
Contribution from divested businesses		(5)	(109)	(79)
Adjusted EBITDA excluding divested businesses	997	837	674	708

Reconciliation Tables (3/3)

Calculation of adjusted operating income and adjusted operating income excluding divested businesses (s millions)	Q3 19	Q2 19	Q1 19	Q4 18	Q3 18	Q2 18	01 18
Operating income	201	240	227	166	196	172	985
Capital gain							(841)
Impairment loss (reversal)		(10)			3	18	-
Provision for early retirement and dismissal of employees							7
Provision for legal claims			14	30	1
Provision for closure costs				18
Total adjustments(1)		(10)	14	48	4	16	(834)
Adjusted operating income	201	230	241	214	200	188	151
Divested businesses' profit						2	(5)
Adjusted operating income excluding divested businesses	201	230	241	214	200	190	146
Calculation of adjusted EBITDA excluding divested businesses to net income (smillions)	Q3 19	02 19	01 19	Q4 18	Q3 18	Q2 18	01 18
Net income attributable to the shareholders of the Company	130	158	139	82	129	101	928
Depreciation and Amortization	110	109	111	107	94	105	97
Financing expenses, net	32	37	35	୧୧	23	54	15
Taxes on income	35	46	51	19	45	20	45
Adjustments(1)		(10)	14	48	4	16	(834)
Contribution from divested businesses						2	(7)
Adjusted EBITDA excluding divested businesses	307	340	350	322	295	298	244