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ICL Group Ltd.

Investor Presentation Feb 13, 2020

6843_rns_2020-02-13_bc5fc1d1-b9f4-4557-9a15-847b82ef9e03.pdf

Investor Presentation

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Q4 & FY2019 Results

Raviv Zoller, President & CEO Feb 13, 2020

Disclaimer and Safe Harbor for Forward-Looking Statements

The information contained herein in this presentation or delivered or to be delivered to you during our presentation does not constitute an offer, expressed or implied, or a recommendation to do any transaction in Israel Chemicals Ltd. ("ICL" or "Company") securities or in any securities of its affiliates or subsidiaries.

This presentation and/or other oral or written statements made by ICL during its presentation or from time to time, may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Whenever words such as "believe," "expect," "anticipate," "intend," "plan," "estimate", "predict" or similar expressions are used, the Company is making forward-looking statements. Such forward-looking statements may include, but are not limited to, those that discuss strategies, goals, financial outlooks, corporate initiatives, existing or new products, existing or new markets, operating efficiencies, or other non-historical matters.

Because such statements deal with future events and are based on ICL's current expectations, they could be impacted or be subject to various risks and uncertainties, including those discussed in the "Risk Factors" section and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2018, and in subsequent filings with the Tel Aviv Securities Exchange (TASE) and/or the U.S. Securities and Exchange Commission (SEC). Therefore actual results, performance or achievements of the Company could differ materially from those described in or implied by such forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can provide no assurance that expectations will be achieved. Except as otherwise required by law, ICL disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise. Readers, listeners and viewers are cautioned to consider these risks and uncertainties and to not place undue reliance on such information.

Certain market and/or industry data used in this presentation were obtained from internal estimates and studies, where appropriate, as well as from market research and publicly available information. Such information may include data obtained from sources believed to be reliable, however ICL disclaims the accuracy and completeness of such information which is not guaranteed. Internal estimates and studies, which we believe to be reliable, have not been independently verified. We cannot assure that such data is accurate or complete.

Included in this presentation are certain non-GAAP financial measures, such as sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted EBITDA, adjusted EBITDA excluding divested businesses, adjusted net income, adjusted net income excluding divested businesses, adjusted EPS excluding divested businesses and free cash flow, designed to complement the financial information presented in accordance with IFRS because management believes such measures are useful to investors. These non-GAAP financial measures should be considered only as supplemental to, and not superior to, financial measures provided in accordance with IFRS. Please refer to our Q4 2019 press release for the quarter ended December 31, 2019 and the appendix to this presentation for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS.

Q4 & FY2019 Highlights(1)

  • ✓ Successfully completed the Dead Sea production capacity upgrade in Q4 2019, resulting in a significant impact on results
  • ✓ Q4 2019 results were also impacted by weak commodity markets as well as the absence of a potash supply contract to China during the quarter
  • ✓ Value of ICL's specialty businesses reflected in resilience of 2019 adjusted operating income amid the current weak commodity price environment
  • ✓ Continued strong cash generation in Q4 2019 resulted in an annual increase of 60% in operating cash flow.
  • ✓ Extended dividend policy of up to 50% of adjusted net income. Q4 2019 dividend of ~\$0.02 per share.

(1) 2019 financial information is unaudited. Our audit is ongoing and not complete, particularly our valuation of assets and impairment testing, and accordingly the information presented herein may be subject to change as our audit is complete

(2) See reconciliation table in the Q4 2019 PR and the appendix for this presentation

Key Financial Metrics(1)

\$ millions Q4 2019 Q4 2018 % change FY 2019 FY 2018 % change
Sales 1,106 1,410 (22%) 5,271 5,556 )5%)
Operating income 88 166 (47%) 756 1,519 (50%)
Adjusted operating income(2) 88 214 (59%) 760 753 1%
Adjusted EBITDA(2) 201 322 (38%) 1,198 1,164 3%
Net income 48 82 (41%) 475 1,240 (62%)
Adjusted net income(3) 48 124 (61%) 479 477 0%
EPS(3)
(Presented in US \$)
0.04 0.06 (41%) 0.37 0.97 (62%)
Adjusted EPS(3)
(Presented in US\$)
0.04 0.10 (61%) 0.37 0.37 0%
Operating cash flow 212 224 )5%) 992 620 60%
Free cash flow(4) 57 47 21% 446 50 792%
Dividend per share(5)
(Presented in US\$)
0.02 0.05 (63%) 0.18 0.18 0%

Adjusted operating income, adjusted EBITDA and operating cash flow for Q4 and FY2019 include a positive impact of the new IFRS 16 accounting standard. See slides 31 and 32 in the appendix to this presentation.

(1) 2019 financial information is unaudited. Our audit is ongoing and not complete, particularly our valuation of assets and impairment testing, and accordingly the information presented herein may be subject to change as our audit is complete

(2) Adjusted operating income and adjusted EBITDA are non-GAAP financial measures. See appendix to this presentation for reconciliation tables.

(3) EPS and adjusted EPS are calculated as net income and adjusted net income, respectively, divided by weighted-average diluted number of ordinary shares outstanding. Adjusted net income is a non-GAAP measure. See appendix to this presentation for reconciliation tables.

(4) Free cash flow is a non-GAAP financial measure, and consists of cash flow from operations excluding additions to property plant and equipment. See appendix to this presentation for reconciliation tables.

(5) Dividend per share related to the corresponding periods

Industrial Products Business Performance

QUARTERLY RESULTS

ANNUAL RESULTS

  • ✓Achieved record operating income and margin for 2019, while reaching strategic goals and positioning the business for growth going forward
  • ✓Q4 2019 sales and OI decreased mainly due to lower bromine production and sales volumes as a result of the facility upgrade shutdown at the Dead Sea and the pending magnesium antidumping claim which lowered chlorine availability

✓Another strong quarter led to a record year for clear brine fluids sales

Potash Business Performance

QUARTERLY RESULTS SALES SEGMENT PROFIT (1) -41% -84% SEGMENT PROFIT -8% 2018 ANNUAL RESULTS 2019 SALES(1) -8% 1,623 315 289 515 302 138 22 2018 2019 2018 2019 2018 2019 1,494

  • ✓Combination of production shutdown for upgrade at the Dead Sea and weak business environment led to significant profit margin erosion in Q4 2019
  • ✓Facility upgrade is expected to enable a capacity increase of ~200 thousand tonnes per annum
  • ✓Q4 2019 performance was impacted by no sales to China vs. 430 thousand tonnes sold in Q4 2018 and by an \$18 decrease in average realized price for the period
  • ✓2019 Polysulphate production grew by 80%, sales increased by over 50% and positive market acceptance is expected to drive sales momentum

✓Magnesium anti-dumping claim settled favorably

\$ millions

Phosphate Solutions Business Performance

QUARTERLY RESULTS

ANNUAL RESULTS

  • ✓Strong performance in specialty phosphates overshadowed by accelerated weakness in commodities and by a negative exchange rate impact
  • ✓The division's resilience throughout 2019 attributable to ICL's focus on specialties and the continued improvement of the YPH JV
  • ✓Higher prices and reduced costs led to higher profit in phosphate specialties in Q4 2019, more than offsetting operating loss in phosphate commodities
  • ✓New Food-grade Pure Phosphoric Acid plant in China and a breakthrough solution in plant-based Meat Alternative, position us to execute on our specialty-focused strategy

IAS Business Performance

✓Q4 2019 sales increase and reduced operating loss driven by higher prices and increased sales volume to the Turf and Ornamental Horticulture markets ✓2019 results were negatively impacted by a weather-related decrease in sales volumes and unfavorable exchange rates ✓The division continued to reduce lower-margin third party product sales and to focus on high growth markets QUARTERLY RESULTS SALES SEGMENT PROFIT (1) SEGMENT PROFIT 2018 ANNUAL RESULTS 2019 SALES(1) 2018 2019 2018 2019 2018 2019 -3% 741 717 -28% 29 21 +2% 147 150 -4 -2 +50%

\$ millions

Annual Growth Trend in Most Main Operational Parameters

\$ millions

Adjusted operating income

Adjusted EBITDA excluding divested businesses(1)

Adjusted EBITDA 968 904 1,160 1,198 2016 2017 2018 2019

Operating cash flow

% Adjusted operating income margin

% Adjusted EBITDA margin

Operating cash flow

Adjusted operating income, adjusted EBITDA and operating cash flow for 2019 include a positive impact of the new IFRS 16 accounting standard. See slides 31 and 32 in the appendix of this presentation.

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

ICL'S INITIATIVES

Interactive, innovative and comprehensive CSR web report

Production sites ISO CERTIFICATIONS

RECOGNITIONS

Higher score in the 2019 Bloomberg ESG disclosure ranking

'Platinum+' on the Ma'ala Sustainability Index

A- score for the 2019 CDP carbon report

Included in Bloomberg's Gender-Equality Index

Corporate governance score upgrade by Entropy

IFA's 2019 Industry Stewardship Champion Gold Medal

Kobi Altman, CFO

Numbers may not add due to rounding and set offs.

12 (1) 2019 financial information is unaudited. Our audit is ongoing and not complete, particularly our valuation of assets and impairment testing, and accordingly the information presented herein may be subject to change as our audit is complete

Q4 and FY2019 Adjusted Operating Income(1)

Numbers may not add due to rounding and set offs. Adjusted operating income is a non-GAAP financial measure. See Q4 2019 PR and the appendix of this presentation for a reconciliation of adjusted operating income to operating income. (1) 2019 financial information is unaudited. Our audit is ongoing and not complete, particularly our valuation of assets and impairment testing, and accordingly the information presented herein may be subject to change as our audit is complete

Foreign Exchange Rates Impact

Average exchange rates

Q4 2019 NIS EUR Other Total Q4 2019
Sales (1) 10 1 10
Expenses 17 (9) (1) 7
Operating income 16 1 - 17
Finance expenses (14) (1) (1) (16)
Tax 2 - - 2
Net income 4 - (1) 3
FY2019 NIS EUR Other Total FY2019
Sales - 95 18 113
Expenses 2 (68) (14) (80)
Operating income 2 27 4 33
Finance expenses (13) 4 (1) (10)
Tax 14 - - 14
Net income 3 31 3 37

Continued Optimization of Debt Structure

The successful completion of the oversubscribed, 15-year bond offering at the amount of \$110 in January 2020, increases our financial flexibility, demonstrating investor confidence

(1) Proforma for January 2020 bond offering

\$ millions

(2) Not including ~\$300 million leasing liability due to implementation of IFRS16 accounting standard

2019 Achievements Positioning ICL for the Next Decade

  • ✓ Dead Sea Potash facility upgrade to add ~5% expected production capacity
  • ✓ Launch of the new terminal at the port of Barcelona
  • ✓ New WPA plant in China
  • ✓ Polysulphate production doubled, strong sales momentum
  • ✓ Strategic LT bromine and bromine compounds supply agreements
  • ✓ Fitch revised ICL's credit rating outlook to 'Positive'
  • ✓ Completed a public offering of ~\$110m debentures on the TASE

INNOVATING TO DRIVE RESULTS

  • ✓ Breakthrough in Meat Alternative solutions
  • ✓ ICL's digital Ag platform to leverage AWS capabilities
  • ✓ Polysulphate compaction/granulation
  • ✓ New bromine & phosphorus applications
  • ✓ Promoting Industry 4.0 efficiencies
  • ✓ Circular economy and waste recovery
  • ✓ Incubating early-stage technologies, novel materials and cost-effective processes

LEGAL, COMPLIANCE & ESG

  • ✓ Final agreement on past royalties
  • ✓ Bonus derivative action settlement agreement
  • ✓ Abengoa compensation settlement
  • ✓ Magnesium antidumping claim revoked
  • ✓ Upgrade by Entropy
  • ✓ All-time record safety results
  • ✓ Employer of Choice commitment
  • ✓ Creating an ESG vision

Please join us at the Investor Day

ICL: Leadership, Innovation and Growth

MARCH LONDON 18, 2020

MARCH NEW YORK CITY 19,

2020 MARCH TEL AVIV 22, 2020

THANK YOU

APPENDIX

Q4 2019 Industrial Products Sales and Segment Profit Analysis

FY2019 Industrial Products Sales and Segment Profit Analysis

Q4 2019 Potash Sales and Segment Profit Analysis

FY2019 Potash Sales and Segment Profit Analysis

Q4 2019 Phosphate Solutions Sales and Segment Profit Analysis

FY2019 Phosphate Solutions Sales and Segment Profit Analysis

Numbers may not add due to rounding and set offs

Q4 2019 Innovative Ag Solutions Sales and Segment Profit Analysis

FY2019 Innovative Ag Solutions Sales and Segment Profit Analysis

\$ millions Q4 2019 Q4 2018
Liabilities(1)
(2)
(including ~\$300 million of
LT leases in 2019)
2,520 2,420
Interest rate 4.2% 4.1%
Interest expenses(3) 27 25
Interest capitalization (6) (4)
Interest expenses, net 21 20
Total hedging transactions,
balance sheet revaluation & other
(2) 44
Interest & exchange rate impact on long-term liabilities of leasing and
employees(3)
6 (5)
Net financial expenses 25 59
Adjustments to finance expenses(4) - 7
Reported net financial expenses 25 66

Numbers may not add due to rounding

1) Average liabilities during the given quarter

2) Q4 2019 liabilities includes \$300 million impact of IFRS 16, which are not included in the Q4 2018 debt figures

3) Q4 2019 finance expenses include a \$3 million increase in interest expenses and a \$1 million exchange rate differences due to the implementation of IFRS 16

4) Q4 2018 adjustments relate to prior periods' royalties interest

\$ millions Q4
19
Q4
18
FY 2019 FY 2018
tax(1)
Adjusted income before
63 158 632 608
Normalized tax rate 22% 22% 21% 22%
Normalized tax expenses 14 33 131 138
Carryforward losses not recorded for tax purposes 4 8 8 15
Exchange rate impact and other items (3) (9) 8 (17)
Adjusted tax expenses 15 32 147 136
Adjusted
Effective tax rate
24% 20% 23% 22%
Reported income before tax 63 103 628 1,364
Reported provision for income taxes 15 19 147 129

Strong Financial Position Support Strategy Execution

Net Debt/EBITDA ratio(1)

(1) Net debt to adjusted EBITDA calculated as short term credit + long term debt & debentures – cash & cash equivalents – short term investments & deposits, divided by last twelve months adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. See reconciliation table in the Q4 2019 PR and the appendix for this presentation

IFRS 16(1) Quarterly Impact

Item Net impact
Q4 2019 VS. Q4 2018
Comments
income(2)
Adjusted operating
\$3 million Rent expenses decreased by \$16 million
Depreciation increased by \$13 million
Adjusted EBITDA(2) \$16 million Rent expenses decreased by \$16 million
Property Plant & Equipment ~\$339 million A right-of-use asset recognized at the amount of ~\$339 million
Financial liabilities ~\$300 million Net debt increased by ~\$300 million due to an increase in long and
short term lease liabilities
Finance expenses \$4 million Interest expenses increased by \$3 million
Exchange rate differences of \$1 million
Adjusted net income(2) \$1 million Operating income up by \$3 million
Finance expenses up by \$4 million
Operating cash flow \$16 million Shift of rent payments (included in operating cash flow) to repayment
of debt (included in cash flow from financing activities): \$16 million

(1) IFRS 16 is a new accounting standard which replaces IAS 17, leases and its related interpretations.

(2) Adjusted operating income, adjusted EBITDA and adjusted net income are non-GAAP measure. See reconciliation table in the Q4 2019 PR and the appendix for this presentation

IFRS 16(1) Annual Impact

Item Net impact
2019 VS 2018
Comments
income(2)
Adjusted operating
\$10 million Rent expenses decreased by \$61 million
Depreciation increased by \$51 million
Adjusted EBITDA(2) \$61 million Rent expenses decreased by \$61 million
Property Plant & Equipment ~\$339 million A right-of-use asset recognized at the amount of ~\$339 million
Financial liabilities ~\$300 million Net debt increased by ~\$300 million due to an increase in long and
short term lease liabilities
Finance expenses \$22 million Interest expenses increased by \$13 million
Exchange rate differences of \$9 million
Adjusted net income(2) \$12 million Operating income up by \$10 million
Finance expenses up by \$22 million
Operating cash flow \$53 million Shift of rent payments (included in operating cash flow) to repayment
of debt (included in cash flow from financing activities): \$61 million

(1) IFRS 16 is a new accounting standard which replaces IAS 17, leases and its related interpretations.

(2) Adjusted operating income, adjusted EBITDA and adjusted net income are non-GAAP measure. See reconciliation table in the Q4 2019 PR and the appendix for this presentation

Additional Data: Segment Profit Before and After G&A Expenses

Starting from the first quarter of 2019, ICL's management has measured, and accordingly has presented in its reports, the results of its business divisions (operating segments) after allocation of general and administrative (G&A) expenses per each division. The purpose of the table below is to assist investors and analysts in comparing ICL's performance in prior periods to ICL's results starting in the first quarter of 2019. It should be noted that the allocation of G&A expenses with respect to comparison periods was made for convenience purposes only, and changes may occur in the allocation methodology in future periods.

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 Q4 2019 FY 2019
Industrial Products (Bromine)
Profit before allocated G&A expenses 77 76 77 73 303 78 94 95 83 350 108 105 99 72 384
Allocated G&A expenses (income) 11 17 14 14 56 12 13 12 13 50 11 12 11 12 46
Segment profit 66 59 63 59 247 66 81 83 70 300 97 93 88 60 338
Potash
Profit before allocated G&A expenses 37 61 65 119 282 62 76 97 158 393 98 123 99 41 361
Allocated G&A expenses (income) 21 21 21 21 84 19 20 19 20 78 19 18 16 19 72
Segment profit 16 40 44 98 198 43 56 78 138 315 79 105 83 22 289
Phosphate Solutions
Profit before allocated G&A expenses 37 37 52 23 149 52 55 63 38 208 63 58 57 28 206
Allocated G&A expenses (income) 26 22 24 24 96 24 24 23 24 95 28 26 25 27 106
Segment profit 11 15 28 (1) 53 28 31 40 14 113 35 32 32 1
100
Innovative Ag Solutions
Profit before allocated G&A expenses 20 19 9 8 56 25 23 7 2
57
21 21 6 6
54
Allocated G&A expenses (income) 7 6 7 7 27 7 7 8 6
28
8 9 8 8
33
Segment profit 13 13 2 1 29 18 16 (1) (4) 29 13 12 (2) (2)
21
Other & elimination
Profit before allocated G&A expenses 2 - (4) (3) (5) (2) 4 2
(5)
(1) 14 (12) 2 5
9
Allocated G&A expenses (income) 1 (1) (6) 4 (2) 8 (2) 1
(1)
6 (3) - 2 (2)
(3)
Segment profit 1 1 2 (7) (3) (10) 6 1
(4)
(7) 17 (12) - 7
12
ICL
Total adjusted operating income before G&A expenses 173 193 199 220 785 215 252 264 276 1,007 304 295 263 152 1,014
G&A expenses 66 65 60 70 261 70 62 63 62 257 63 65 62 64 254
Adjusted operating income - excl. divestments 107 128 139 150 524 146 190 200 214 750 241 230 201 88 760
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 88 760

* Divested businesses incl. Fire Safety and P2S5. In 2018 also including Rovita Numbers may not add due to rounding

Reconciliation Tables (1/2)

\$ millions Calculation of adjusted income before tax Q4 19 Q4 18 FY2019 FY2018
Adjusted operating income(1) 88 214 760 753
Finance expenses (25) (66) (129) (158)
Share in earnings (losses) of equity-accounted investees and adjustments to financial
expenses
- 10 1 13
Adjusted income before
tax
63 158 632 608
Calculation free cash flow Q4 19 Q4 18 FY2019 FY2018
Cash flow from operations 212 224 992 620
Additions to property plant and equipment and dividends from equity-accounted investees (155) (177) (2)
(546)
(570)
Free cash flow 57 47 446 50
Calculation of adjusted net income to net income Q4 2019 Q4 2018 FY2019 FY2018
Net income attributable to the shareholders of the Company 48 82 475 1,240
Total adjustments to operating income(1) - 48 4 (766)
Adjustments to finance expenses(1) - 7 - 10
Total tax impact of the above operating income & finance expenses adjustments(1) - (13) - (7)
Total adjusted net income -
shareholders of the Company
48 124 479 477
Weighted-average diluted number of ordinary shares outstanding 1,281,811 1,283,152 1,280,638 1,279,781
Adjusted EPS excluding divested businesses (US dollar) 0.10 0.37 0.37
(1) See detailed reconciliation table in the Q4 2019 PR

(2) Includes \$27 million proceeds from sale of Property Plant and Equipment

Numbers may not add due to rounding

Reconciliation Tables (2/2)

Calculation of adjusted operating income and
adjusted operating income excluding divested businesses
\$ millions
FY2019 FY2018 FY2017 FY2016
Operating income 756 1,519 629 (3)
Capital gain - (841) (54) 1
Impairment loss (reversal) (10) 19 32 489
Provision for early retirement and dismissal of employees - 7 20 39
Provision for legal claims 7 31 25 5
Provision for prior periods waste removal and site closure costs 7 18 - 51
Total adjustments(1) 4 (766) 23 585
Adjusted operating income 760 753 652 582
Divested businesses' profit - (3) (145) (76)
Adjusted operating income excluding divested businesses 760 750 507 506
Calculation of adjusted EBITDA and adjusted EBITDA excluding divested businesses to net income FY2019 FY2018 FY2017 FY2016
Net income attributable to the shareholders of the Company 475 1,240 364 (122)
Depreciation and Amortization 443 403 390 401
Financing expenses, net 129 158 124 132
Taxes on income 147 129 158 55
Adjustments(1) 4 (766) 23 585
Adjusted EBITDA 1,198 1,164 1,059 1,051
Contribution from divested businesses - (4) (155) (83)
Adjusted EBITDA excluding divested businesses 1,198 1,160 904 968

(1) See detailed reconciliation table "Adjustments to reported operating and net income (Non-GAAP)" in the Q4 2019 PR Numbers may not add due to rounding

Non-GAAP Financial Measures

We disclose in this Quarterly Report non-IFRS financial measures titled sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EBITDA excluding divested businesses, adjusted EPS excluding divested businesses and free cash flow. Our management uses sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses and adjusted EBITDA excluding divested businesses to facilitate operating performance comparisons from period to period and present free cash flow to facilitate a review of our cash flows in periods. We calculate our sales excluding divested businesses by adjusting our sales to exclude results of the divested Fire Safety and Oil Additives business (divested in Q1 2018) and Rovita business (divested in Q3 2018). We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth above and in the reconciliation table "Adjustments to reported operating and net income". Certain of these items may recur. We calculate our adjusted net income attributable to the Company's shareholders by adjusting our adjusted operating income excluding divested businesses, net income attributable to the Company's shareholders to add certain items, as set forth above and in the reconciliation table "Adjustments to reported operating and net income (Non-GAAP)" in the accompanying press release, excluding the total tax impact of such adjustments and adjustments attributable to the non-controlling interests. We calculate our adjusted operating income excluding divested businesses by excluding the results of the divested Fire Safety and Oil Additives business (divested in Q1 2018) and Rovita business (divested in Q3 2018). We calculate our adjusted EBITDA by adding back to the net income attributable to the Company's shareholders the depreciation and amortization, financing expenses, net, taxes on income and the items presented in the reconciliation table "Adjustments to reported operating and net income" in the accompanying press release which were adjusted for in calculating the adjusted operating income excluding divested businesses and adjusted net income attributable to the Company's shareholders. Adjusted EPS excluding divested businesses is calculated as adjusted net income excluding divested businesses divided by weighted-average diluted number of ordinary shares outstanding as provided in the reconciliation table under "Calculation of Adjusted EPS". We calculate our free cash flow as our cash flows from operating activities net of our purchase of property, plant, equipment and intangible assets, and adding Proceeds from sale of property, plant and equipment and dividends from equityaccounted investees during such period as presented in the reconciliation table under "Calculation of free cash flow". You should not view sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EPS excluding divested businesses or adjusted EBITDA excluding divested businesses as a substitute for operating income or net income attributable to the Company's shareholders determined in accordance with IFRS, adjusted EPS excluding divested businesses as a substitute for EPS or free cash flow as a substitute for sales, cash flows from operating activities and cash flows used in investing activities, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company's shareholders, adjusted EBITDA excluding divested businesses and free cash flow may differ from those used by other companies. However, we believe sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EBITDA excluding divested businesses, adjusted EPS excluding divested businesses and free cash flow provide useful information to both management and investors by excluding certain expenses that management believes are not indicative of our ongoing operations , in particular the divested Fire Safety and Oil Additives business (divested in Q1 2018) and the Rovita business (divested in July 2018), as we no longer own these businesses. In particular for free cash flow, we adjust our Capex to include any Proceeds from sale of property, plant and equipment because we believe such amounts offset the impact of our purchase of property, plant, equipment and intangible assets. We further adjust free cash flow to add Dividends from equity-accounted investees because receipt of such dividends affects our residual cash flow. Free cash flow does not reflect adjustment for additional items that may impact our residual cash flow for discretionary expenditures, such as adjustments for charges relating to acquisitions, servicing debt obligations, changes in our deposit account balances that relate to our investing activities and other non-discretionary expenditures. Our management uses these non-IFRS measures to evaluate the Company's business strategies and management's performance. We believe that these non-IFRS measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate our performance.

We present a discussion in the period-to-period comparisons of the primary drivers of changes in the company's results of operations. This discussion is based in part on management's best estimates of the impact of the main trends in its businesses. We have based the following discussion on our financial statements. You should read the following discussion together with our financial statements.

THANK YOU

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