Pre-Annual General Meeting Information • Nov 16, 2020
Pre-Annual General Meeting Information
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To ICL Group Ltd.
ICL
Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.icl-group.com
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 של: 972-3-6844400 972-3-6844400 972-3-6844400 www.lcl-group.com

I, the undersigned, Calbag identification number 05657085-1 , a nominee to be appointed as External Director at the Board of Directors of ICL Group Ltd.(the "Company"), hereby declare as follows:
"Debentures company" - 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 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.
161 Millennium Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.lcl-group.com
איד מי אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 של: 972-3-6844400 972-3-6844400 972-3-684400 www.icl-group.com

"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 11 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.
"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 appointment date or two years prior thereto, was the Company or a controlling shareholder thereof.
"Relative" – a partner, sibling, parent's parents, child and also the child, sibling or parent of the partner or the partner of any of the aforementioned.
ICL Millennium Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.let-group.com
איי סי אל מגדל המילניום רח' ארניא 23 ח ד 20245 חל-אביב 6120201 של: 972-3-6844400 972-3-6844400 972-3-6844400 www.icl-group.com

| Name, | Number | Amount | Dormant | Holding Percentage | Holding Percentage | ||
|---|---|---|---|---|---|---|---|
| type and | of the | of | Shares | (fully diluted) | |||
| series of | security | securities | |||||
| the | (as listed | ||||||
| securities | in the | ||||||
| Stock | |||||||
| Exchange) | |||||||
| restricted | Capital | Voting | Capital | Voting | |||
| Shores | 281014 | 62,092 | Rights | Rights | |||
My holdings, as mentioned above, are as follows:
Date: 25, 10 . 2020 Signature:
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
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 טל: 972-3-6844400 972-3-6844400 972-3-6844400 www.icl-group.com

| Questions | |
|---|---|
| -- | ----------- |
If you answered Yes to the question above, please complete the table below with respect to such person.
| Name of Related Person | Nature of Family Relationship (i.e., son, daughter, husband, wife, etc.) |
|---|---|
(e) Other than as noted in your professional biography attached as Appendix A, were you selected to serve in your present or expected capacity with ICL pursuant to any arrangement or understanding between yourself and major shareholders, customers, suppliers or others (other than directors or officers of ICL acting solely in their capacities as such)? Yes | No
ICL Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.lcl-group.com
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 סל: 972-3-6844400 972-3-6844400 972-3-6844400 www.icl-group.com

If you responded Yes to the previous question, please complete the table below with respect to such arrangement or understanding.
| Description of Arrangement or Understanding Pursuant to which you Serve in Your Present Capacity |
Person(s) party to such Arrangement |
|---|---|
Are you aware of any Transactions in the past two years between ICL and
No Yes
If you answered Yes to the question above, please complete the table attached as Appendix B with respect to each such Transaction. The information provided in Appendix B will help us to
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
איי סי אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 חל-אביב 6120201 טל: 972-3-6844444 9קם: 972-3-6844400 www.icl-group.com

understand the basic nature of the transaction and determine whether further information and or disclosure is needed. Because the inclusion of a related person Transaction is a significant part of ICL's disclosure in the document, it is important that you provide information about all such direct and indirect transactions and relationships. If in doubt about whether to include a Transaction, please err on the side of over-inclusion. In addition, please be aware that one or more persons from ICL or its counsel may contact you to further discuss these Transactions.
If you responded Yes to the above question, please complete the table below with respect to such shares.
| Number of Shares | |
|---|---|
| Sole Voting Power | |
| Shared Voting Power | |
| Sole Investment Power | |
| Shared Investment Power |
(b)
If you responded Yes to the above question, please complete the table below with respect to the shares for which you wish to Disclaim Beneficial Ownership.
| Name of the Person(s) who Should Be Shown as Beneficial Owner |
Relationship of Such Person to You |
Number of Shares Beneficially Owned by Such Person and to Which You Disclaim Beneficial Ownership |
|---|---|---|
(c) beneficially more than 5% of ICL's common stock (or any other class of voting securities)? (Yes No
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
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 טיל: 972-3-6844400 פקס: 972-3-6844400 www.icl-group.com

If you responded yes to the above question, please indicate the name of the person or persons below.
| I am aware of the ultimate beneficial shareholding | |||||
|---|---|---|---|---|---|
| in Ict Group by Itah Ofer, via his heldings (directly | |||||
| and indirectly) in Israel Corporation Ltd. |
(d) Do you know of any arrangements, including any pledge by any person of securities of ICL or any of its parents, the operation of which may at a subsequent date result in a change in control of ICL? Yes ( No /
If you responded yes to the above question, please describe such arrangement below. This description does not require a description of ordinary default provisions contained in ICL's charter, trust indentures or other governing instruments relating to securities of ICL.
(e) Do you know of any voting trust or similar agreement or arrangement under which more than 5% of any class of ICL's outstanding voting securities is held or is to be held? Yes No
If you responded yes to the above question, please complete the table below with respect to each such agreement.
| Title of Securities | |
|---|---|
| Amount of Securities Held or to Be Held Pursuant to Trust Agreement |
|
| Duration of Trust | |
| Name and Address of Voting Trustee | |
| Voting Rights and Powers under Trust Agreement |
ICL
Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.lci-group.com
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 של: 972-3-68444444 972-3-6844400 972-3-6844400 www.icl-group.com

(f) Have any of the securities of which you are indicated as the Beneficial Owner been pledged or otherwise deposited as collateral, including any shares of stock held in a margin account, or are any of such securities subject to a negative pledge? A "negative pledge" is a covenant granted by a borrower to a lender in which a promise is made not to convey the shares to a third party or to otherwise encumber them. Assuming a default by the borrower, the "negative pledge" would not transfer title by operation of law, but would instead require a foreclosure. Yes (No)
If you answered Yes to the question above, please describe such pledge or collateral arrangement below.

(g) Are any of the securities of which you are indicated as the Beneficial Owner the subject matter of any voting trust or other similar agreement or of any-contract providing for the sale or other disposition of such securities? Yes (No
If any such arrangement exists, please describe such arrangement or agreement below.
| The Real Property of Children Company of Children |
|---|
Are you aware of any outstanding loans, including guarantees, or loans made since January 1, 2016 by or between ICL and or for the benefit of:
ici Millennium Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.icl-group.com
איי.סי אל מגדל חמילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 של: 972-3-68444444 : 978 972-3-6844400 : 972-3-6844400 www.icl-group.com

| Amount of outstanding indebtedness as of the latest practicable date |
|
|---|---|
| Largest amount outstanding during since January 1, 2016 |
|
| Date Incurred | |
| Interest rate | |
| Description of the nature of the loan and the transaction in which it was incurred |
(f) you are indebted directly or indirectly to ICL pursuant to an agreement incurred prior to July 30, 2002, has any renewal of such indebtedness or Material modification been made since July 30, 2002? Yes (No
If you responded Yes to the question above, please complete the table below with respect to such renewal or modification:
| Date of such modification or renewal of indebtedness |
|
|---|---|
| Brief description of such modification or renewal of indebtedness |
ICL Millennium Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.lel-group.com
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 טל: 972-3-6844400 972-3-6844400 972-3-6844400 www.icl-group.com

ICI Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.lcl-group.com
איי, סי. אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 של: 972-3-6844400 972-3-6844400 972-3-684400 www.lcl-group.com

(h) Do you have any other relationships that could interfere, or be viewed by third-parties as interfering, with your exercise of independent judgment in carrying out your responsibilities of a director? Yes (No /
If you answered Yes to any of the questions above, please complete the table below.
The information provided in the table below will help us to understand the basic nature of the relationship and/or Transaction and determine whether further information is needed. Because an understanding of all Transactions and relationships is critical to ICL's determination of independence under the NYSE corporate governance rules, it is important that you provide information about all such direct and indirect Transactions and relationships. If in doubt about whether to include a relationship or Transaction, please err on the side of over inclusion. In addition, please be aware that one or more persons from ICL or its counsel may contact you to further discuss these relationships or Transactions.
| Question | Name of Person involved in Transaction (i.e., you or Related Person) |
Relationship of You to any Related Persons Involved in Transaction |
Description of Relationship or Transaction |
|---|---|---|---|
ICL
Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.let-group.com
איי. סי. אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 חל-אביב 6120201 של: 972-3-6844400 972-3-6844400 972-3-6844400 www.lcl-group.com

For purposes of this question 7(a), you will be deemed to have indirectly accepted any such fees and you should answer Yes to the question above if any such fees were paid to:
(1) any entity (i) that provides accounting, consulting, legal, investment banking or financial advisory services ("professional advisory entitles") to ICL or any subsidiary, AND (ii) in which you are a partner, member or officer (such as a managing director occupying a comparable position) or otherwise occupy a similar position, other than a limited partner, non-managing member and or similar position such that you have no active role in providing services to the professional advisory entity; OR
(2) your spouse, minor child or stepchild or other child or stepchild sharing a home with you.
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
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 חל-אביב 6120201 סל: 972-3-6844444 972-3-6844400 972-3-6844400 www.icl-group.com

| Please check all that apply |
|
|---|---|
| Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; |
|
| Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; |
X |
| Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or |
|
| Other relevant experience. |
If you checked "Other relevant experience" above, please explain.

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
איי.סי.אַל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 סל: 972-3-6844400 9קם: 972-3-6844400 www.icl-group.com

I understand that the information that I am furnishing to you herein will be used by ICL in the preparation of certain filings with the US Securities and Exchange Commission. I will advise ICL as to any events that occur that would change the responses to the items in this Questionnaire.
I understand that material misstatements or the omission of material facts in filings with the US Securities and Exchange Commission may give rise to civil and criminal liabilities to ICL and to each officer and director of ICL signing such documents. I will notify you and ICL of any such misstatement of a material fact in any such document or any amendment thereto and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of such document or any such amendment thereto has been provided to me.
I confirm that the foregoing statements are correct, to the best of my knowledge and belief.
| Signature | |
|---|---|
| Print Name | n Rall |
| Title of each position with ICL, its parent and any subsidiary External Direct |
Date: 25.10. 2020
ICL Millennlum Tower, Aranha St. 23 P.O.B 20245 Tel Aviv 6120201 Tel. 972 3 6844400 Fax. 972 3 6844444 www.icl-group.com
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 טל: 972-3-6844400 9קם: 972-3-6844400 www.lel-group.com

Appendix 1 - Biographical Information
Directors of the Company:
ID no .: 056520851 10 Aug Date of birth: Address: YY HAHALUTZ JERUSALEM, Citizenship: ISRAEL External director: Yes Independent director: Commencement of Directors of Directors of Doctors of Not Architectures of Society of Commiles.
Mandere of Direcors committees: Line Comments Comments Comments
Encaratory (Car Director in corporations: M. Aviv. Construction Ltd. Family member of an Interested party in the corporation: ~ Having accounting and financial expertise: Yes Biography:
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
איי. סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 תל-אביב 6120201 טל: 972-3-6844400 9קם: 972-3-6844400 www.icl-group.com

| Brief description of transaction (including employment relationships)2 |
Name of related person involved in the transaction and basis of such relationship (i.e., yourself, son, daughter, etc.) |
Related Person's interest in the transaction2 |
Approximate U.S. dollar value involved in transaction |
Approximate U.S. dollar value of related person's interest in transaction |
|---|---|---|---|---|
Please include all information regarding the transaction that might be helpful in understanding the transaction. I To the extent the transaction involves ICL and a firm or entity party to or interested in the transaction with which the 2 related person is associated, please include the related person's position with or ownership in such firm or other entity.
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
איי.סי.אל מגדל המילניום רח' ארניא 23 ת.ד. 20245 חל-אביב 6120201 טל: 972-3-6844400 972-3-6844400 972-3-6844400 www.lel-group.com
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