ICL Group Ltd.

Proxy Solicitation & Information Statement • Aug 22, 2024

2024 9, October ,Wednesday

OF NOTICE EXTRAORDINARY MEETING GENERAL SHAREHOLDERS OF

FUTURE SUSTAINABLE A FOR IMPACT

GENERAL EXTRAORDINARY OF NOTICE SHAREHOLDERS OF MEETING

Group ICL of") Meeting "the (Shareholders of Meeting General Extraordinary an that given hereby is Notice offices the at ,)time Israel (.m.a 10:00 at 2024, 9, October ,Wednesday on held be will") Company "the (.Ltd Teams Microsoft via or ,Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium ,Company the of MmIyY\_Ameeting19%3F%2join-Fmeetup%2Fl%23%2\_F%2=url?html.launcher/launcher/dl/com.microsoft.teams://https at %2522%Tid%2522b%257D%3Fcontext0%3F2%2v.thread%40ZmNhLWFkOGYtYTAxOWFiYmZiNTYz00TJhYTAtMjIyYS 7-f-46cf4b45515-e%252222a%2522%253Oid%2522c234204%2522%252a-54060ba4-4677-98c2-02d%2522802762a253 b11de4b5-40ca-8bfd-5294-4e324f241=deeplinkId&join-meetup=type&Dtrue%3anon%26d2692%2522%257f6af2d-02e8bd :purposes following the for ,true=suppressPrompt&true=enableMobilePage&true=msLaunch&true=directDl&223

Israeli the of meaning the within (director external an as Gruber Dafna .Ms of election-Re) 1( and; term year-three second a for) 1999 ,Law Companies

the including ,Holders Office for Policy Compensation Restated and Amended an of Approval) 2( of purposes for thereof 7.6 Section amended in adjustments' goals financial the of application Directors of Board the of Chairman Executive the of 2024 for payout bonus annual the calculating .Company the of Officer Executive Chief the and Company the of

described are that proposals the of each" FOR "vote you that recommends Directors of Board Our .Statement Proxy attached the in

the (2024 29, August on business of close the of as shares ordinary our of record of holder a are you If or Meeting the ,at proxy by or person in vote to and ,of notice receive to entitled are you ,")Date Record" ,bank a through shares ordinary held you if applies also This .thereof postponement or adjournment any of close the at record of shareholders our of one is that") name street "in .,e.i (nominee other or ,broker such (depository securities a of listing participant the in appeared which or ,Date Record the on business Stock Aviv Tel the through shares ordinary our held you If .date that on) Company Trust Depository the as the at vote to and Meeting the of notice to entitled also are you ,Date Record the on") TASE ("Exchange .thereof postponement or adjournment any or Meeting

voting the and Meeting the about information important includes statement proxy accompanying The .vote your cast to remember and carefully it read Please .process

attending by person in or proxy a in mailing by either vote can record of Shareholders :holders Record are you ,person in Meeting the attend not will and record of shareholder a are you If .Meeting the than later no ,promptly it return and proxy of form enclosed the sign and ,date ,complete to requested mailed if required is postage No .provided envelope addressed-pre the in ,Meeting the before hours 48 your revoke may you ,Meeting the attend and record of shareholder a are you If .States United the in .person in vote and) submitted previously if (proxy

GENERAL EXTRAORDINARY OF NOTICE SHAREHOLDERS OF MEETING

,nominee other or bank a by or account brokerage stock a in held are shares your If :holders Beneficial nominee or ,bank ,broker Your ."name street "in held shares of owner beneficial the considered are you beneficial a are you If .voted shares your have to follow must you that instructions with you provide will ,broker your from" proxy legal "a obtain first must you ,Meeting the at person in vote to wish and holder .Meeting the at shares the vote to right the you giving ,shares your holds that nominee or ,bank

vote may you ,TASE the of member a through shares your hold you If :TASE the on traded Shares written Hebrew completed your) mail registered via (mailing or delivering by or person in shares your Securities Israel the of platform online the ,MAGNA via Company the by filed form the in (ballot scheduled time the to prior hours four than less not Company the of offices the to")) ISA ("Authority attending whether (TASE the of members through shares hold who Shareholders .Meeting the for ownership an Company the to deliver must) ballot voting a through voting or person in Meeting the applicable the from Date Record the of as shares ordinary our of ownership their confirming certificate for Shares of Ownership of Proof (Regulations Companies Israeli the by required as ,member TASE may member TASE a via held shares ,Alternatively .amended as 2000, of) Meeting General at Voting for fixed time the before hours six to up system voting electronic s'ISA the via electronically voted be member TASE the from voting electronic about instructions receive should Shareholders .Meeting the .shares their hold they which through

as well as statement proxy the in resolutions proposed the of version full the review may Shareholders .www at Commission Exchange and Securities .S.U the of website the via ,card proxy accompanying the TASE the of website the or il.gov.isa.magna.www://http at system filing electronic s'ISA the via or gov.sec coordination prior upon ,hours business regular during offices our at also and ,il.co.tase.maya://http at .Meeting the until ,)+972-3-6844400 :Tel; Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium( Secretary Company & Officer Compliance Chief ,VP ,Landman Aya is representative s'Company Our .(+972-3-6844435 :Tel; Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium(

,Directors of Board the of Order By .Adv ,Landman Aya Secretary Company & Officer Compliance Chief ,VP 2024 21, August

GENERAL EXTRAORDINARY OF NOTICE SHAREHOLDERS OF MEETING

the (share per 1.00 NIS value par ,shares ordinary of holders the to furnished is Statement Proxy This the with connection in") our "or" us" ",we" ",ICL" ",Company "the (.Ltd Group ICL of ,")Shares Ordinary" proxies of") Board "or" Directors of Board "the (Company the of Directors of Board the by solicitation postponement any at or ,")Meeting "the (Shareholders of Meeting General Extraordinary an at use for of Meeting General Extraordinary of Notice accompanying the to pursuant ,thereof adjournment or the at ,)time Israel (.m.a 10:00 at 2024, 9, October ,Wednesday on held be will Meeting The .Shareholders Teams Microsoft via or Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium ,Company the of offices MmIyY\_Ameeting19%3F%2join-Fmeetup%2Fl%23%2\_F%2=url?html.launcher/launcher/dl/com.microsoft.teams://https at %2522%Tid%2522b%257D%3Fcontext0%3F2%2v.thread%40ZmNhLWFkOGYtYTAxOWFiYmZiNTYz00TJhYTAtMjIyYS 7-f-46cf4b45515-e%252222a%2522%253Oid%2522c234204%2522%252a-54060ba4-4677-98c2-02d%2522802762a253 b11de4b5-40ca-8bfd-5294-4e324f241=deeplinkId&join-meetup=type&Dtrue%3anon%26d2692%2522%257f6af2d-02e8bd .true=suppressPrompt&true=enableMobilePage&true=msLaunch&true=directDl&223

ITEMS AGENDA

:following the upon vote and consider to is Meeting the of agenda The

the of meaning the within ,director external an as serve to Gruber Dafna .Ms of election-Re) 1( and; term year-three second a for") Law Companies Israeli "the (1999 ,Law Companies Israeli

including ,Holders Office for Policy Compensation Restated and Amended an of Approval) 2( of purposes for thereof 7.6 Section amended in adjustments' goals financial the of application the Directors of Board the of Chairman Executive the of 2024 for payout bonus annual the calculating .Company the of Officer Executive Chief the and

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

RECOMMENDATION BOARD

this in forth set proposals the of each of approval the FOR vote a recommends Directors of Board Our .Statement Proxy

VOTE CAN WHO

or adjournment any or Meeting the ,at proxy by or person in vote to and ,of notice to entitled are You on business of close the of as Shares Ordinary our of record of holder a are you if ,thereof postponement the at vote to and Meeting the of notice to entitled also are You .")Date Record "the (2024 29, August broker ,bank a through Shares Ordinary held you if thereof postponement or adjournment any or Meeting or ,Date Record the on business of close the at record of shareholders our of one is that nominee other or (Company Trust Depository the as such (depository securities a of listing participant the in appeared which .date that on") TASE ("Exchange Stock Aviv Tel the through shares your held you if and ,date that on

VOTE CAN YOU HOW

or" name street "in shareholder ,record of shareholder are you whether on depends vote you How share the if record of shareholder a are You .TASE the on traded are that shares holds who shareholder the considered are You .agent transfer our at name your in registered is position entry-book or certificate by or account brokerage stock a in held are shares your if" name street "in held shares of owner beneficial TASE the on traded are that shares holds who shareholder a considered are You .nominee other or bank a .TASE the of member a through held are shares your if

RECORD OF SHAREHOLDERS

your submit may or Meeting the at person in vote and attend may you ,record of shareholder a are you If proxy enclosed the) envelope paid-postage ,enclosed the in (submitting and signing ,completing by vote any by represented Shares Ordinary ,proxy of form the on specifically indicated otherwise Unless .card as ,Meeting the at presented be to matters the all of favor in voted be will form enclosed the in proxy by received and executed properly be must proxy a ,valid be To .Directors of Board the by recommended the for scheduled time the to prior hours 48 than less no Company the of offices the at or agent transfer our determined is period shorter a unless ,)2024 7, October ,Monday on) time Israel (.m.a 10:00 .,e.i (Meeting .Meeting the of chairman the by

"NAME STREET "IN SHAREHOLDER

will nominee or bank ,broker your ,")name street "in shares your hold you .,e.i (holder beneficial a are you If beneficial a are you If .voted shares your have to order in follow must you that instructions with you provide ,broker your from" proxy legal "a obtain first must you ,Meeting the at person in vote to wish and holder .Meeting the at shares the vote to right the you giving shares your holds that nominee or bank

TASE ON TRADED SHARES OF HOLDER

or delivering by or person in shares your vote may you ,member TASE a via shares your hold you If via Company the by filed form the in (ballot written Hebrew completed your) mail registered via (mailing to prior hours four than less no Company the of offices the to ,)ISA the of platform online the ,MAGNA Chief ,VP ,Landman Aya :attention ,above forth set address the at ,Meeting the for scheduled time the TASE the of members through shares hold who Shareholders .Secretary Company & Officer Compliance Company the to deliver must) ballot voting a through voting or person in Meeting the attending whether( from Date Record the of as Shares Ordinary our of ownership their confirming certificate ownership an of Ownership of Proof (Regulations Companies Israeli the by required as ,member TASE applicable the member TASE a via held shares ,Alternatively .amended as 2000, of) Meeting General at Voting for Shares fixed time the before hours six to up ,system voting electronic s'ISA the via electronically voted be may member TASE the from voting electronic about instructions receive should Shareholders .Meeting the for .shares their hold they which through

PROXY OF REVOCATION OR CHANGE

to delivering by proxies of execution their by granted authority the revoke may record of Shareholders such provided ,date later a bearing proxy executed duly or revocation of notice written a Company the ,Meeting the before hours 48 least at Company the by received is proxy dated-later or notice revocation and Meeting the attending by or ,Meeting the of chairman the by determined is period shorter a unless revoked be to proxy granted previously your cause not will Meeting the at Attendance .person in voting .request so specifically you unless

instructions voting new submitting by vote your change may you ,"name street "in held are shares your If ,bank ,broker your from proxy legal a obtained have you if ,or nominee or trustee ,bank ,broker your to .person in voting and Meeting the attending by ,shares your vote to right the you giving nominee or trustee

change to wish and TASE the of member a of name the in registered shares of owner beneficial a are you If ,person in voting and Meeting the attending by) i (vote your change may you ,instructions voting your duly dated-later a delivering by) ii); (Date Record the of as (certificate ownership valid a presenting by the to ,)Date Record the of as (certificate ownership valid a with together ,ballot written Hebrew executed following by) iii (or ,Meeting the of time designated the to prior hours four than later no offices s'Company six than later no by system voting electronic ISA the via vote your changing for instructions relevant the .Meeting the for set time the before hours

PROXIES OF SOLICITATION

are Proxies .Company the of Directors of Board the by solicited being are Meeting the at use for Proxies The .mail by mainly solicited be will and 2024, 4, September about or on shareholders to mailed being and ,handling and printing ,postage including ,proxies the of solicitation the for cost the bear will Company beneficial to material forwarding for others and firms brokerage of expenses reasonable the reimburse will ,Company the of agents and employees ,directors ,officers certain ,addition In .Shares Ordinary of owners or mail-e ,telephone by proxies solicit may ,therefor compensation additional receive will whom of none .contact personal other

QUORUM

in power voting outstanding the of 50% than more aggregate the in holding shareholders more or Two and ,system voting electronic s'ISA the via or ballot written ,proxy by or person in present ,Company the for scheduled time the from hour an half within If .Meeting the at quorum a constitute will ,vote to entitled same the at 2024, 16, October to adjourned be shall Meeting the ,present not is quorum a Meeting the adjourned the for scheduled time the from hour an half within present not is quorum a If .place and time the of third-one least at aggregate the in hold who ,rights voting with shareholders two then ,meeting s'ISA the via or ballot written ,proxy by or person in ,present are who ,capital share issued s'Company reconvened such of notice as serve will notice This .quorum a constitute shall ,system voting electronic reconvened the of notice further no and time and date original the at present is quorum no if meeting .shareholders to given be will meeting

the of Association of Articles the of 75 Article to pursuant ,Shares Ordinary of holders joint of case the In will ,proxy by or person in ,vote a tenders who holders joint such of senior most the of vote the ,Company be will seniority ,purpose this For .)s(holder joint other the of) s(vote the of exclusion the to accepted be .Register Shareholders s'Company the in stand names the which in order the by determined

when occur votes-non Broker .quorum the towards counted be will votes-non broker and Abstentions and shares such for proxies submit and sign name street in shares' customers their hold that brokers any received not have brokers when occurs This .others on not but matters some on shares such vote vote to permitted are ,record of holders the as ,brokers the case which in ,customers their from instructions not those including ,proxies unreturned or Unsigned .matters routine-non on not but ,matters" routine "on .purposes quorum for counted be not will ,holders record other or ,brokers ,banks by returned

PROPOSALS THE OF APPROVAL FOR REQUIRED VOTE

24,589,836 excludes (outstanding and issued were Shares Ordinary 1,290,205,828 2024, 15, August On .(subsidiaries our and us by held Shares Ordinary

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

the at represented Company the in power voting the of majority a of holders the of vote affirmative The the on voting and ,system voting electronic s'ISA the via or ballot written ,proxy by or person in ,Meeting .proposals the of each of approval the for required is ,matter

subject also is 1 Item under director external an as Gruber .Ms of election-re the of approval the ,addition In a least at) i (:")Majority Special "the (requirements voting additional following the of one of fulfillment the to interest personal a have not do who shareholders and shareholders controlling-non of shares the of majority a with relationship s'shareholder the of result the not is that interest personal a than other (resolution the in director external the of election the against voted shares of number total the) ii (or); disregarded are votesnon broker and abstentions (director external the of election the of favor in voted) shareholder controlling power voting outstanding the of) 2% (percent-two exceed not does) i (clause in to referred shareholders by .Company the in

following the of one of fulfillment the to subject also is 2 Item under proposal the of approval the ,addition In the of majority a least at) i (:")Compensation for Majority Special "the (requirements voting additional the in interest personal a have not do who shareholders and shareholders controlling-non of shares the) ii (or); disregarded are votes-non broker and abstentions (proposal the of favor in voted resolution exceed not does) i (clause in to referred shareholders by proposal the against voted shares of number total .Company the in power voting outstanding the of) 2% (percent-two

,Company the inform 2 and 1 proposals on voting shareholder each that requires Law Companies Israeli The proposals the in interest personal a has shareholder the if ,Meeting the at proposals such on voting to prior relationship s'shareholder the to related not is that interest personal a excluding 1, Item of case the in( the of purposes the for counted be not will vote s'shareholder a ,otherwise); shareholder controlling a with shareholder a ,Law Companies Israeli the under promulgated regulations with accordance In .proposals a have not does it/she/he that confirmed have to deemed be will ballot written or card proxy via voting Company the to notice written a delivered has shareholder the unless ,proposals such in interest personal Any 2024. 8, October on) time Israel (.m.a 10:00 than later no interest personal a of existence the of notifying Millennium at offices s'Company the at mail registered via Company the to sent be must notice written such Officer Compliance Chief ,VP ,Landman Aya :Attention; Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower s'ISA the via indicate to required are proposals the on voting shareholders other All .Secretary Company& the at matter the on voting to prior us inform ,Meeting the at person in voting if ,or ,system voting electronic 1, Item of case the in (proposals the in interest personal a has shareholder the not or whether ,Meeting ,otherwise); shareholder controlling a with relationship a to related not is that interest personal a excluding .proposals such of purposes the for counted be not will vote s'shareholder such any

a of transaction or act an in shareholder a of" interest personal "a ,Law Companies Israeli the Under ,sibling ,spouse .,e.i (relatives s'shareholder the of any) a (of interest personal a includes) i (company of spouse a of parent or sibling ,descendant any ,shareholder the of descendant or grandparent ,parent the which to respect with company a) b (and); foregoing the of any of spouse the and shareholder the outstanding the of 5% least at owns) above defined as (relatives s'shareholder the of any or shareholder or one appoint to right the has or officer executive chief or director a as serves ,rights voting or shares the from solely arising interest personal a excludes) ii (and; officer executive chief the or directors more personal ",proxy by voting person a of case the in ,Law Companies Israeli the Under .shares of ownership ,proxy the granting shareholder the or holder proxy the either of interest personal the includes" interest .vote to how discretion has holder proxy the not or whether

and votes-non broker constitute that shares ,proposal particular any for results voting the tabulating In including ,proxies unreturned or Unsigned .proposal that on cast votes considered not are abstentions .purposes voting for counted be not will ,holders record other or ,brokers ,banks by returned not those instruct to broker or bank a through Shares Ordinary holds that shareholder a for important is it ,Therefore tally vote the towards count to shares its wants shareholder the if shares its vote to how broker or bank its .proposal given a for

SHAREHOLDERS PRINCIPAL

ownership beneficial the) below noted otherwise unless (2024 15, August of as presents table following The Exchange and Securities .S.U the of rules with accordance in determined as ,Shares Ordinary our of our of more or 5% of owner beneficial the be to us by known is who person each by ,")SEC ("Commission or holders the by us to provided information on based is presented data The .Shares Ordinary outstanding .filings regulatory public in disclosed

	(1) ORDINARY SHARES BENEFICIALLY OWNED
SHAREHOLDER	NUMBER	PERCENTAGE
Israel Corporation (2).Ltd	567,018,587	43.95%
Migdal Insurance & Financial Holdings (3).Ltd	78,690,320	6.10%
Harel Insurance Investments & Financial Services (4).Ltd	70,590,979	5.47%
Altshuler Shaham .Ltd	64,691,143	5.01%
The Phoenix Holdings .Ltd	64,690,757	5.01%

• (1) August of as outstanding and issued Shares Ordinary 1,290,205,828 on based are shown percentages The .(subsidiaries our and us by held Shares Ordinary 24,589,836 excludes (2024 15,
• (2) the on Based .TASE the on trading for listed company public a is") .Corp Israel (".Ltd Corporation Israel Ofer Idan .Mr and") Millenium (".Ltd Elad Investments Millenium .,Corp Israel by provided information ,Law Securities Israeli the of purposes for .Corp Israel of shareholders controlling joint as considered are serves Ofer Idan .Mr and ,directly .Corp Israel in shares hold Ofer Idan .Mr and Millenium of each (1968 that trust discretionary the of beneficiary the as it in interest indirect an has and Millenium of director a as approximately held Millenium 2024, 30, June of As .)below stated as ,Millenium of control indirect has of as ,held which .,Corp Israel in) rights voting the of 38.66% and (capital share issued the of 38.29% share issued the of 43.13% approximately and rights voting the of 43.95% approximately 2024 30, June Mashat by held wholly is Millenium ,knowledge s'.Corp Israel of best the To .Company the of capital ,("Ansonia (".V.B Singapore Holdings Ansonia by owned wholly is Mashat .")Mashat (".Ltd) Investments( .V.N Corporation Jelany of subsidiary owned wholly a is Ansonia .Netherlands the in incorporated is which Liberian a ,")Court (".Ltd Investments Court of subsidiary owned wholly a is which ,)Curaçao in registered( ,addition In .beneficiary the is Ofer Idan .Mr which in ,trust discretionary a by owned wholly is Court .company Ofer Idan .Mr which in trust discretionary a by controlled is which .,Ltd Holdings Lynav 2024, 30, June of as 4.77% approximately and (capital share issued the of 4.72% approximately directly held ,beneficiary the is the to which .,Inc Enterprises Kirby 2024, 30, June of as ,addition In .Corp Israel of) rights voting the of ,stated as ,which in ,Mashat holds that trust same the by held indirectly is ,knowledge s'.Corp Israel of best approximately and (capital share issued the of 0.75% approximately held ,beneficiary the is Ofer Idan .Mr of 3.97% approximately directly held Ofer Idan .Mr ,Furthermore .Corp Israel of) rights voting the of 0.76% 2024. 30, June of as .Corp Israel of) rights voting the of 4.01% approximately and (capital share issued the

• Insurance Migdal by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based of ,G13 Schedule the to According 2024. 31, January on SEC the with") Migdal (".Ltd Holdings Financial& Shares Ordinary 78,690,320) i (Migdal by owned beneficially as reported Shares Ordinary 78,690,320 the funds pension ,funds mutual ,funds provident ,others among ,through public the of members for held are which of each ,Migdal of subsidiaries indirect and direct by managed are which ,policies insurance and investment and voting independent makes and management independent under operates subsidiaries for funds of management the for companies by held are Shares Ordinary 7,229,615) ii (,decisions makes and management independent under operates which of each ,trusteeship in investments joint Nostro (account own their for held beneficially are 0) iii (and ,decisions investment and voting independent .(account (3)
• Insurance Harel by filed A/G13 Schedule a to reference with entirety its in qualified and upon solely Based the to According 2024. 30, January on SEC the with ,")Harel (".Ltd Services Financial & Investments 67,917,056 (i (Harel by owned beneficially as reported Shares Ordinary 70,590,979 the of ,A/G13 Schedule mutual or/and funds provident ,others among ,through public the of members for held are Shares Ordinary managed are which ,policies insurance or/and securities linked-index or/and funds pension or/and funds makes and management independent under operates subsidiaries which of each ,Harel of subsidiaries by client party-third by held are Shares Ordinary 1,962,970) ii (,decisions investment and voting independent under operates subsidiary which ,managers portfolio as Harel of subsidiary a by managed accounts the in power voting no has and decisions investment independent makes and management independent own its for held beneficially are Shares Ordinary 710,953) iii (and ,accounts client such in held securities .account (4)
• Shaham Altshuler by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based 64,691,143 the of ,G13 Schedule the to According 2023. 17, January on SEC the with ,")Altshuler (".Ltd by held are Shares Ordinary 61,312,442) i (Altshuler by owned beneficially as reported Shares Ordinary Altshuler by managed funds mutual by held are Shares Ordinary 3,378,702) ii (,Altshuler of subsidiary ownedmajority a .,Ltd Funds Pension & Provident Shaham Altshuler by managed funds pension and provident Ordinary 263,100) iii (and; Altshuler of subsidiary owned-wholly a .,Ltd Management Funds Mutual Shaham affiliate an ,Partnership Limited ,Owl Shaham Altshuler by managed funds hedge by held are Shares with authority investment shared possess to deemed be may Altshuler Gilad .Mr .Shaham-Altshuler of as ,Shaham-Altshuler in interest 44.81% indirect his to due Shares Ordinary foregoing the of all to respect subsidiaries its and Shaham-Altshuler for capacities management investment various in serving his as well for managed are ,funds hedge and funds mutual ,funds pension and provident foregoing The .affiliates and Each .persons reporting foregoing the of benefit economic the for not and investors public of benefit the .Shares Ordinary such of all of voting the to respect with authority lacks persons reporting foregoing the of (5)
• Phoenix The by filed A/G13 Schedule a to reference with entirety its in qualified and upon solely Based the ,A/G13 Schedule the to According 2023. 28, December on SEC the with ,")Phoenix (".Ltd Holdings majority ,indirect or direct various by owned beneficially are therein reported Shares Ordinary 64,690,757 manage Subsidiaries Phoenix The .")Subsidiaries Phoenix "the (Phoenix of subsidiaries owned-wholly or various or notes traded-exchange of holders for including ,others of funds the or/and funds own their portfolio and ,funds mutual of holders unit ,funds provident or pension of members ,policies insurance and management independent under operates Subsidiaries Phoenix the of Each .clients management .decisions investment and voting independent own its makes (6)

HARBOR SAFE AND DISCLAIMER STATEMENTS LOOKING-FORWARD FOR

States United the of meaning the within statements looking-forward contain may Statement Proxy This words Whenever .laws securities applicable other and 1995 of Act Reform Litigation Securities Private ",to up" ",target" ",strive" ",predict" ",estimate" ",plan" ",intend" ",anticipate" ",expect" ",believe "as such Such .statements looking-forward making is Company the ,used are expressions similar or" ,expansion" ,targets ,goals ,strategies discuss that those ,to limited not are but ,include may statements looking-forward ,outlook and targets financial ,business term-long our ,initiatives corporate ,outlooks financial ,objectives other or ,efficiencies operating ,markets new or existing ,products new or existing ,expectations current current our on based are and events future with deal statements such Because .matters historical -non those including ,uncertainties and risks various to subject be or impacted be could they ,expectations ended year the for F20- Form on Report Annual our in elsewhere and section" Factors Risk "the in discussed subsequent in and ,")Report Annual 2023 "the (2024 14, March on SEC the with filed 2023, 31, December objectives and goals ,targets financial and business ,strategies Our .ISA the and SEC the with filings the of achievements or performance ,results actual ,Therefore .time to time from change to subject are statements looking-forward such by implied or in described those from materially differ could Company Information Key – 3 Item under discussed factors risk to limited not but ,including ,factors various to due they date the of as only speak statements looking-Forward .Report Annual 2023 the in Factors Risk .D– obligation any undertake not does Company the ,law by required otherwise as except ,and made are revisions any publicly release to or developments future or information new of light in them update to the reflect to or circumstances or events later reflect to order in goals or targets ,statements these to risks these consider to cautioned are viewers and listeners ,Readers .events unanticipated of occurrence should statements looking-Forward .information such on reliance undue place not to and uncertainties and and ,uncertainties and risks to subject are and results or performance future of guarantee a as read be not .statements looking-forward the in implied or expressed those from materially differ may results actual the

MEASURES FINANCIAL IFRS-NON

accordance in prepared not are that measures financial to references are Statement Proxy this in Included adjusted ,income operating adjusted as such ,")IFRS ("Standards Reporting Financial International with IFRS-non these uses management Our .EBITDA adjusted and shareholders to attributable income net our of comparability the improve they because investors to information useful provide measures IFRSnon these that believe We .performance and strategies business s'Company the evaluate to measures evaluate to used measures key of transparency greater for provide and periods between results financial and ,to supplemental as only considered be should measures financial IFRS-non These .performance our calculate may companies Other .IFRS with accordance in provided measures financial ,to superior not this of 2 Item to refer Please .Company the than differently measures financial IFRS-non titled similarly for release earnings s'Company the in forth set disclaimer and table adjustments the and Statement Proxy Earnings 2/2024Q "the (2024 14, August on SEC the with K6- Form on filed 2024 of quarter second the .measures financial IFRS-non such about information additional for") Release

1 ITEM

DIRECTOR EXTERNAL AN AS GRUBER DAFNA .MS OF ELECTION-RE (LAW COMPANIES ISRAELI THE OF MEANING THE WITHIN( TERM YEAR-THREE SECOND A FOR

Law Companies Israeli the by required are ,us as such ,law Israeli under incorporated companies Public three of periods for elected are directors external s'Company The .directors external two least at have to ,Generally .thereunder regulations and Law Companies Israeli the with accordance in ,years consecutive may Directors of Board our and ,each years three of terms three to up for serve may directors external subject ,each years three of terms additional for ,shareholders the by election for ,directors external nominate under service director external for term year-three a implementing for rationale The .conditions certain to ,independence their preserve to it ,annually elected are who directors other our to opposed as ,law Israeli .removal immediate of concern the without decisions independent make to them allowing by

not are they that ensure to criteria independence certain meet to required are directors external The either have to required is director external An .shareholder controlling our to or Company the to related regulations in defined are terms such as ,qualifications professional or expertise accounting and financial have to required is directors external the of one least at and ,Law Companies Israeli the under promulgated audit its of members be must company a of directors external the of All .expertise accounting and financial directors of board s'company a of committee other every and ,committee compensation and committee .director external one least at include must directors of board the of powers execute to authorized is that

to continue will who ,Haran Miriam .Dr ,directors external two includes currently Directors of Board Our was who ,Gruber Dafna .Ms and 2027, 17, July until term year-three second her with accordance in serve ,Accordingly 2022. 27, January on term year-three initial an for director external an as serve to elected a for director external an as serve to Gruber .Ms elect to asked being are shareholders ,Meeting the at second her during ,Meeting the at elected If 2025. 27, January on commencing ,term year-three second and Committee Accounting & Audit our of chair the as serve to continue will Gruber .Ms ,term year-three .Committee Financing and Committee Compensation & HR our of member a as

Israeli the under director external an of requirements all with complies she that confirmed has Gruber .Ms under promulgated regulations in defined as" ,expertise accounting and financial "has and Law Companies dedicate to able is and qualifications necessary the possesses she that and ,Law Companies Israeli the .Ms that determined Directors of Board s'ICL .director external an as duties her fulfill to ,time sufficient Board the ,addition In .Exchange Stock York New the of rules the under director independent an is Gruber defined as ,"expert financial committee audit "an as qualifies Gruber .Ms that determined has Directors of the under promulgated regulations in defined as ,"director external expert "an as and ,rules SEC under .Law Companies Israeli

per and annual fixed the to according compensated be will Gruber .Ms ,Meeting the at elected If Rules (Regulations Companies the under" director external expert "an to ICL by payable fees meeting time to time from adjusted as 5760-2000, ,)Directors External to Expenses and Compensation Regarding the from benefit to continue will Gruber .Ms ,elected if ,addition In .")Regulations Compensation "the( 'directors from and ,her to issued previously we that agreement exemption and insurance ,indemnification or/and covers also Company The .time to time from procure shall we as insurance liability' officers and in incurred) expenses travel including (expenses for ,directors external including ,directors its reimburses the for services other performing or committees its and Directors of Board the of meetings with connection our as well as Regulations Compensation the with accordance in ,directors as capacity their in Company Meeting the at restated and amended be to proposed as and effect in currently as ,Policy Compensation .(2 Item see(

:us to furnished information on based below forth set is Gruber .Ms of biography brief A

a ,")Netafim (".Ltd Netafim of officer financial chief the as serves currently Gruber .Ms chief held Gruber .Ms ,Netafim joining to Prior .company solutions irrigation precision 2015 from .Ltd Industries Clal including companies various in positions officer financial .Ms 2007. to 1999 from .Ltd Alvarion 2015, to 2007 from .Ltd Systems Nice 2017, to Gruber .Ms ,Additionally .Ltd Cellbrite of director external an as serves currently Gruber an as and ,company public a .,Ltd Tufin of director external an as served previously Nova .,Ltd Technologies TAT :companies public following the of director independent accountant public certified a is Gruber .Ms .Ltd Cognyte and .,Ltd Instruments Measuring .University Aviv Tel from Economics and Accounting in degree BA a holds and

of meeting general extraordinary s'Company the for statement proxy the in disclosure the to Pursuant external an as serve to elected initially was Gruber .Ms which at (2022 27, January on held shareholders between relationships business negligible of ,time to time from ,existence the regarding ,)director Committee Accounting & Audit s'ICL 2024, 18, August on ,)subsidiaries s'ICL through (ICL and Netafim in ,time to time from ,rendered services) i (:namely ,relationships such of negligibility the examined develops that company up-start informatics agro s'ICL (Agmatix by ,business of course ordinary the consideration negligible for ,Netafim to) worldwide professionals agriculture for solutions driven-data \$6,000 aggregate the in exceed not does that \$420 approximately of amount monthly average an in vendor a as ,business of course ordinary the in ,time to time from ,serves Netafim) ii (and; year per per \$50,000 aggregate the in exceed not does that consideration negligible for ,subsidiaries s'ICL to of certification a on based including ,determined Committee Accounting & Audit s'ICL ,Accordingly .year ,perspective s'Gruber .Ms and s'Company the from negligible are relationships such that ,Gruber .Ms .Ms 5767-2006. ,)Affinity Constitute not do that Matters (Regulations Companies Israeli the to pursuant negligible Similar .relationships such in involved substantially not is she that certified also has Gruber .law applicable to subject ,Netafim and ICL between future the in occur may engagements

RESOLUTION PROPOSED

:adopted be resolution following the Meeting the at that proposed therefore is It

a for Company the of director external an as serve to elected be Gruber Dafna .Ms that ,RESOLVED" "2025. 27, January on commencing ,term year-three second

APPROVAL REQUIRED

the at represented Company the in power voting the of majority a of holders the of vote affirmative The the on voting and ,system voting electronic s'ISA the via or ballot written ,proxy by or person in ,Meeting the ,addition In .director external an as Gruber .Ms of election-re the of approval the for required is ,matter ,information additional For .Majority Special the of fulfillment the to subject also is proposal the of approval ".Proposals the of Approval for Required Vote "above see

ELECTION-RE THE FOR VOTE A RECOMMENDS DIRECTORS OF BOARD OUR SECOND A FOR DIRECTOR EXTERNAL AN AS SERVE TO GRUBER .MS OF 2025. 27, JANUARY ON COMMENCING ,TERM YEAR-THREE

2 ITEM

POLICY COMPENSATION RESTATED AND AMENDED AN OF APPROVAL HOLDERS OFFICE FOR

such as (Holders Office for policy compensation a adopted has ICL ,Law Companies Israeli the to Pursuant for principles and rules of system coherent a creates which ,)Law Companies Israeli the in defined is term the ,Law Companies Israeli the to According .directors and officers its for incentives and compensation ,Directors of Board the by years three every once approved-re be generally must policy compensation by shareholders the by approved and ,Committee Compensation & HR the by recommendation following Office for Policy Compensation current Our .)above defined as (Compensation for Majority Special the Current "the (2022 30, March on shareholders our of meeting general the by approved was Holders .("Policy Compensation

and comprehensive a conducted Directors of Board and Committee Compensation & HR our ,Accordingly Compensation & HR the ,review its with connection In .Policy Compensation Current the of review thorough group peer local of benchmarks) things other among (considered Directors of Board and Committee compensation s'Company the that ensure to order in ,consultant independent an by prepared companies HR the ,review such Following .practices market ,to relative competitive and ,with aligned are practices is Policy Compensation Current the that concluded Directors of Board and Committee Compensation& proposed are that amendments few a than other ,Company the of needs the for suitable and appropriate .below described as ,made be to

reflecting in successful and efficient be to proved has Policy Compensation Current the that believe We appropriate the creating as well as ,directors and officers executive for structure compensation desired the minor only ,Therefore .policy management risk our and officers executive incentivizing between balance gained experience reflect which ,Policy Compensation Current our to proposed being are adjustments .adoption its since Policy Compensation Current our of implementation the from

the ,Committee Compensation & HR the of recommendation and discussions the following ,Accordingly amended an approve shareholders the that recommended and approved ,discussed Directors of Board Proxy this to attached form the in substantially ,Holders Office for Policy Compensation restated and .("Policy Compensation Restated and Amended "the" (A Appendix "as Statement

enable to intended is Policy Compensation Restated and Amended the ,Policy Compensation Current our Like managing of capable executives experienced highly ,basis global a on ,retain and attract to Company the a structuring by goals term-long our drive to them motivate to and ,operations global and complex ,vast that compensation total and salary base a establish to seeks Company The .components term-long and termshort as well as components variable and fixed between balance the maintains that package compensation and industries similar in officers executive to paid compensation total and salary base the with competitive is .position each for applicable if and relevant as ,companies local and global both in ,positions

the to comparison in Policy Compensation Restated and Amended the in introduced changes primary The Current the to changes the of below summary The .below summarized are Policy Compensation Current exhaustive not is ,Policy Compensation Restated and Amended the in forth set as ,Policy Compensation ,Policy Compensation Restated and Amended the of form the to reference by entirety its in qualified is and .hereto A Appendix as attached is which of copy a

• executive other and") CEO ("officer executive chief s'Company the of each between ratios current The (Board the of Chairman Executive the including' (employees other of median and average the to officers and Amended the of 5 Section See .ratios 2023 the reflect to updated been have compensation overall .Policy Compensation Restated ( İ(
• measurable 80% the of out that provide to amended been has CEO the for formula") STI ("bonus annual The budget annual the in included goals financial against measured be will 50%-100% between ,target STI .unchanged remains goals measurable financial-non and financial of list The .goals measurable financialnon against measured be will target STI measurable remaining the and ,year fiscal relevant the for CEO the by performance excellent for goals measurable financial-non for factor payout the ,addition In Restated and Amended the of 7.2.1 Section See 100%-125%. between range a to expanded been has .Policy Compensation (İ İ(
• Chairman Executive the of STI the calculating of purposes for adjustments' goals financial of list The events majeure force for adjustment an includes now ,year given any for CEO the and Board the of and strikes ,)developments geopolitical related including (war ,disasters natural ,pandemics including( facilities its against or Company the against event offensive an ,situations emergency general ,shutdowns .budget annual the determining of purposes for considered not were that) .etc ,)attacks-cyber including( potential certain forth sets which ,Policy Compensation Restated and Amended the of 7.6 Section See calculation the of purposes for statements financial annual s'ICL in forth set amounts to adjustments also shall adjustment This .CEO the and Board the of Chairman Executive the of payout STI the of filed be to (2024 31, December ending year the for report annual s'ICL in forth set amounts to apply the of 2024 for awards STI the of payout the calculating of purposes for ,)2025 of quarter first the during purposes for measures financial the align to order in ,CEO the and Board the of Chairman Executive (İİİ(

.Company the by reported measures financial 2024 the with payouts STI 2024 such calculating of s'Company the to attributable income net adjusted ,income operating our to made adjustments For June ended months six the for EBITDA adjusted and ,share per earnings adjusted diluted ,shareholders result a as Israel in situation security the to related charges for adjustment an include which 2024, 30, months six the for EBITDA adjusted of 3.52% representing 2023, October in commenced that war the of net adjusted ,income operating Adjusted .Release Earnings 2/2024Q the see 2024, 30, June ended adjusted and ,share per earnings adjusted diluted ,shareholders s'Company the to attributable income financial IFRS-non and tables adjustment the to refer Please .measures financial IFRS-non are EBITDA "Measures Financial IFRS-Non "the and ,Release Earnings 2/2024Q in forth set disclaimer' measures .above disclaimer

• copy a (Policy Recoupment s'ICL to reference includes Policy Compensation Restated and Amended The the of approval the after adopted was that) Report Annual 2023 the to 4.7 Exhibit as attached is which of .Policy Compensation Restated and Amended the of 7.7 Section See .Policy Compensation Current (İV(
• ,Company the to addition in that provide to expanded been has") LTI ("compensation based-equity The relating provisions The .officers executive s'ICL to awards LTI offer may subsidiaries indirect or direct its ICL an by granted awards LTI to ,adjustments necessary the with ,apply generally shall awards LTI to company private a is that subsidiary a by granted options of price exercise the) i (that except ,subsidiary an in determined as ,shares ordinary s'subsidiary a such of value market fair the than less no be shall from dilution total on limitation 10% the) ii (and; Directors of Board s'ICL by appointed appraisal external awards LTI ,addition In .ICL of subsidiary private a to apply not shall plans LTI proposed and outstanding of case the in and ,shares or cash in redeemed units phantom of form the in granted be also now may limited be will) date payment the of as calculated (thereof exercise upon payout the ,cash in redemption Compensation Restated and Amended the of 8.6 Section in forth set amounts cap maximum the to .Policy Compensation Restated and Amended the of 8 Section See .date grant LTI the on effect in Policy ( V(
• Restated and Amended the in stated amounts maximum that providing introduced been has provision A Shekels Israeli New to converted be will dollars .S.U in denominated are that Policy Compensation the than less be not shall that rate a at ,rate exchange NIS/dollar .S.U official the on based") NIS(" order in ,filed publicly is Statement Proxy this date the on effect in rate exchange NIS/dollar .S.U maximum denominated-NIS ,addition In .rate exchange the in declines potential against protect to time to time from adjusted be will) above described manner the in dollars .S.U from converted (amounts publicly is Statement Proxy this date the on known Index Price Consumer Israeli the to increases reflect to Restated and Amended The .Policy Compensation Restated and Amended the of 2.4 Section See .filed per awarded be may that Awards LTI of values maximum the that provides also Policy Compensation See .filed publicly is Statement Proxy this date the to prior granted Awards LTI include not do annum .Policy Compensation Restated and Amended the of 6 footnote (vİ(

Yoav .Mr of plan STI the for formulas the includes Policy Compensation Restated and Amended the As .,Corp Israel of Officer Executive Chief the as serves who (Board the of Chairman Executive the ,Doppelt the of approval shareholder ,CEO and President s'ICL ,Zoller Raviv .Mr and ,)shareholder controlling our Special the by approval shareholder constitute also shall Policy Compensation Restated and Amended accordance in ,Zoller .Mr and Doppelt .Mr to payouts STI and plan STI the of Compensation for Majority .Policy Compensation Restated and Amended the with

shall Policy Compensation Restated and Amended the ,Meeting the at shareholders the by approved If amended in forth set adjustments' goals financial the than other (Meeting the of date the of as effect in be ,years three to up for effect in remain may and) above described as apply shall which ,thereof 7.6 Section Israeli the with accordance in Directors of Board our by assessments periodic to subject be shall and .Law Companies

under ,Policy Compensation Restated and Amended the approve not do shareholders the that event the In Compensation Restated and Amended the approve may Directors of Board the ,Law Companies Israeli the Committee Compensation & HR the that provided ,approval its to object shareholders the if even Policy Compensation Restated and Amended the of approval the that decide Directors of Board the thereafter and .Company the of interests best the in is ,shareholders the of objection the despite ,Policy

RESOLUTION PROPOSED

:adopted be resolution following the Meeting the at that proposed therefore is It

the in ,Holders Office for Policy Compensation Restated and Amended the approve to ,RESOLVED" the of application the including ,Meeting the for Statement Proxy the to A Appendix as attached form annual the calculating of purposes for thereof 7.6 Section amended in adjustments' goals financial ".CEO the and Directors of Board the of Chairman Executive the of 2024 for payout bonus

APPROVAL REQUIRED

the at represented Company the in power voting the of majority a of holders the of vote affirmative The the on voting and ,system voting electronic s'ISA the via or ballot written ,proxy by or person in ,Meeting subject also is proposal the of approval the ,addition In .proposal the of approval the for required is ,matter Vote "above see ,information additional For .Compensation for Majority Special the of fulfillment the to ".Proposals the of Approval for Required

OF APPROVAL THE FOR VOTE A RECOMMENDS DIRECTORS OF BOARD OUR 2. ITEM UNDER RESOLUTION THE

PROPOSALS SHAREHOLDER

of Meeting General Extraordinary the at proposal a present to intends who Company the of shareholder Any Any .thereunder regulations and Law Companies Israeli the of requirements the satisfy must Shareholders proposals their submitting by Meeting the at consideration for proposals present may) s(shareholder such .O.P ,Street Aranha 23 ,Tower Millennium :address following the at Secretary Corporate our to writing in 2024. 28, August than later no ,Secretary Corporate ICL .:Attn ,Israel 6120201, ,Aviv Tel 20245, Box

BUSINESS OTHER

If .Meeting the at transacted be to business other any of aware not are we ,above forth set as than Other and executed by represented Shares Ordinary ,Meeting the at presented properly are matters other any in matters such upon proxy of form enclosed the in named persons the by voted be will proxies unrevoked .Directors of Board the of recommendation and judgment the with accordance

,Directors of Board the of Order By .Adv ,Landman Aya Secretary Company & Officer Compliance Chief ,VP 2024 21, August

2024August 2022March

. Ltd Group ICL

Holders Office for Policy Compensation

General 1.

• the or "ICL (". Ltd Group ICL of policy compensation the detail to designed is document This 1.1. 1999 , Law Companies the in defined is term such as , Holders Office its for ")Company" . ("Law Companies("
• be shall Holders Office s'ICL. Holders Office s'ICL to rights legal any grant not does policy This 1.2. Compensation & HR the by specifically them of each to granted compensation the to only entitled the of approval the to subject, required where and, ")Board(" Directors of Board the, Committee refer shall "Organ Authorized" term the, policy this of purposes For. Company the of shareholders under required is which of approval the, above stated organs or organ corporate relevant the to . compensation relevant the for Law Companies the
• the than favorable less is which compensation receive shall Holder Office an that event the In 1.3. this, ICL at position same the in Holder Office an for policy this under described compensation . policy this to exception an constitute not shall
• is term such as ( holders Office to refer shall "Officers Executive ", policy this of purposes For 1.4. a including, Company the with role executive active an have that )Law Companies the in defined members executive‐non to refer not shall and, Board the of chairman executive )time part or full( . indicated expressly otherwise unless, Board the of
• and women for intended is and only convenience for form masculine the in written is policy This 1.5. . alike men
• policy compensation the, Company the of shareholders the by policy this of approval the Upon 1.6. restated and amended this by entirety its in replaced be shall date such until place in was that . policy compensation

Principles and Objectives Compensation 2.

for solutions impactful creates Group ICL . company minerals specialty global leading a is ICL 2.1. and , markets industrial and , agriculture , food global in challenges sustainability s'humanity talented of team passionate its, resources phosphate and potash, bromine unique its leverages its across growth drive to innovation technological and D&R on focus strong its and, employees Stock Aviv Tel the and Exchange Stock York New the on listed dually are shares ICL. markets end .(ICL: TASE and NYSE( Exchange

• experienced highly, basis global a on, retain and attract to ICL enable to intended is policy This 2.2. to them motivate to and, operations global and complex, vast managing of capable executives the maintains that package compensation a structuring by goals term‐long s'Company the drive for package compensation the , such As . components variable and fixed between balance : characteristics following the have generally will Officers Executive
  • ;transparent and clear be will elements compensation2.2.1.
  • ‐long and term‐short s'ICL with aligned be will package compensation the of components2.2.2. ;goals term
  • with interests 'Officers Executive aligns that ways in structured be will compensation2.2.3. ;interests 'shareholders
  • corporate on based and "risk at" be will package compensation the of portion significant a2.2.4. ;performance individual as well as performance
  • (3) three least at over of period vesting a to subject be will compensation based‐equity2.2.5. . years

• ensure to as so structured be will compensation the , above characteristics the to addition In 2.3. without performance excellent encouraging by management risk effective and balanced believes ICL. Board the by outlined framework the from deviating taking‐risk excessive promoting : taking‐risk inappropriate discourage to help may factors following the that

  • variable term‐short , component fixed : components compensation of mix balanced a2.3.1. ;component variable term‐long and component
  • performance qualitative and quantitative of mix a reflect should goals compensation The2.3.2. ;measures
  • ;components compensation variable the on caps setting2.3.3.

• . compensation variable to respect with provisions back‐claw determining2.3.4.

• official the on based ILS to converted be will USD in policy this in stated amounts maximum All 2.4. The . applicable as , engagement or payment , grant of date the on rate exchange ILS to USD for statement proxy the date the on rate the to according set be will rate exchange minimum all , addition In . ")Date Proxy " the ( filed is policy compensation this of approval shareholder as, increase CPI Israeli the to according adjusted be will Policy this in stated amounts maximum . Date Proxy the of

Components Compensation 3.

, components various of composed be shall Officers Executive s'ICL of compensation overall The following the of composed is Compensation Total 'Officers Executive s'ICL. variable and fixed : elements

• Salary Base
• benefits other and Social
• (STI or Incentive term Short( Bonus Cash Annual
• (LTI or Incentive Term‐Long( compensation based‐Equity
• arrangements Termination and Retirement

employment or/and service of terms the to also, others among, refers policy this that noted be should It . thereto services provides that or Company the by employed either is that Chairman Executive an of

and salary base the with competitive is that compensation total and salary base a establish to seeks ICL or/and global both in, positions and industries similar in Officers Executive to paid compensation total .position each for applicable if and relevant as, companies local

Components Variable and Fixed between Ratio 4.

Executive the of components variable the and fixed the between ratios desirable the for ranges The variable or fixed the of ratio the represent ratios The . below detailed are compensation Officers : compensation overall the of out component

Office Holders	Fixed Component	Variable Components
	Base( (Salary	Bonuses( (LTI &
1CEO	15% 60% ‐	40% 85% ‐
1 Executive Chairman	0% 40% –	60% 100% ‐
Executive Officers	20% 60% ‐	40% 80% ‐
other( than Executive Chairman (CEO,
Board Members	50% 100% ‐	50% ‐0%

the , respectively and , compensation overall the of out component fixed 0% or 15% of ratio minimal The ¹ situation a represents, compensation overall the of out component variable 100% or 85% of ratio maximum to entitlement of caps maximum their reach, be may case the as, CEO the or Chairman Executive the whereby receive not does Chairman Executive the whereby or year given a in )LTI & Bonuses( components variable the .year given a in Components Variable the to entitlement of caps maximum his reaches and Component Fixed a

vary may ratios actual the, however ;mix pay potential the represent above table the in stated ratios The the, component variable limited or no with year a in, example For. year given a in performance on based . above stated than higher be may compensation overall the and compensation fixed the between ratio

Comparison Company Internal 5.

: alia inter, examine will Organs Authorized the, Officer Executive an for compensation of approval Upon other the of salary median and average the and Officer Executive the of salary base the between ratio the of cost the between ratio the and );ICL with employed workers 'contractors including( ICL of employees other the of employment of cost median and average the and Officer Executive the of employment the the on ratios such of influence the and, )ICL with employed workers 'contractors including( employees , operations of nature, size s'Company the consideration into taking, Company the in relations working . operates it which in market the and

cost overall the between, data labor of cost 2021 2023 on based ratio current the shows below table The ICL other all for employment of cost overall median and average the and CEO s'ICL of employment of the and, )workers s'contractor the including, only company public the of employees the. e.i( employees the and )CEO the than other( Officers Executive of employment of cost average the between ratio current of months12 assuming , employees ICL other all for employment of cost overall median and average of value the assuming and2023 2021 for )below defined as ( STI Target the of payment , employment most the to according grant of date the at valued as annum vesting one for compensation based‐equity 2plan compensation based equity updated :

Position	to Ratio average other of employees ' Overall Compensation	to Ratio median other of employees ' Overall Compensation
CEO	Approx . 11.4 12.8 times	Approx . 19.821.6 times
Executive Officers other( than (CEO	Approx . 5.4 6 times	Approx . 6.9 8 times

Compensation Fixed 6.

Salary Base6.1.

individually be shall and ICL in Officers Executive the between vary may salary base The : considerations following the of all or some to according determined

prior , specializations , skills , qualifications , background educational s'Officer Executive ;achievements and performance past, experience business and professional

² .Chairman Executive regarding information include not does table The

• ;responsibility of scope and position s'Officer Executive
• ;agreements compensation previous s'Officer Executive
• ;ICL within agreements compensation Comparable
• to applicable if and relevant as companies global or/and local other in positions Comparable . position the

base the of review annual an conduct may Organs Authorized The ‐ Review Salary Base Annual : factors following the of all or some considering while, Officers Executive the of salary

• ;Officer Executive relevant the of position the
• ;responsibility of scope
• ;achievements s'Officer Executive relevant
• ;Officer Executive the of experience business and professional
• ;Officer Executive relevant the with signed agreements salary previous
• ;ICL within positions comparable for levels salary
• operations its of nature and company the of size
• and ;environment macroeconomic s'ICL
• analysis market relevant comparative

(package welfare and clothing, pay convalescence as such( benefits cash includes salary base The . index applicable the to linked be may it and

:3amounts following the exceed not shall Officers Executive for salary base annual maximum The6.2.

6.2.1. Executive Chairman –	\$803,000
6.2.2. CEO –	\$978,000
6.2.3. Other Executive – Officers \$575,000

Bonus on‐Sign6.3.

Executive an grant may Organs Authorized the , executives qualified highly attract to order In granted be shall bonus on‐sign The. Company the join to incentive an as, bonus on‐sign a Officer circumstances specific the in that deem will Board the and Committee Compensation & HR the if . Officer Executive specific the hire to order in bonus on‐sign the grant to need special a is there

³ . policy compensation previous the to compared unchanged remain amounts cap )ILS( Shekels Israeli The ILS/USD of 15% of appreciation an reflect to adjusted been have amounts denominated USD in CAPS the by policy compensation new the of approval the of date the through 2019 January from rate exchange . directors of board

the , others among , considering while determined be shall bonus on‐sign the of amount The , Officer Executive such of hiring in involved circumstances specific the , conditions market with above 6.1 Section in specified as criteria other such and relocation of circumstances including Executive the compensation the to given be may consideration, addition In. salary base to respect the joining to due employer previous his from )probability high a as ( denied likely was Officer months )24( four‐twenty within Company the leaves Officer Executive the event the In. Company to bonus on‐sign such return to required be may Officer Executive the, Company the joining of . Company the

Benefits Other and Social6.4.

by afforded or mandated as benefits other and social to entitled be may Officers Executive s'ICL to advisable deems Organs Authorized the that and Company the in customary are that or, law : alia inter, include may benefits Such. package employment competitive a provide

• ;customary as vacation Annual
• ;customary as leave sick Annual
• ;policies insurance life and disability and funds pension to contributions Company
• ;vehicles savings other or funds educational to contributions Company
• : ("Benefits Additional(" benefits following the, alia inter, include may benefits Additional
  • ;allowance car a or car Company a Providing o
  • internet with computers and, telephone including , packages communication Providing o ;access
  • ;literature relevant to Subscriptions o
  • ;insurance Life o
  • ;insurance Health o
  • ;allowances housing and Relocation o
  • ;trainings and Courses o
  • ;(.etc, bar accountants, bar lawyers( fees membership association Professional o
  • . relocation of case in planning Tax/Financial o

their to related expenses of reimbursement to entitled also are Officers Executive s'ICL, addition In the in customary as ups‐gross tax applicable when and Company the in customary is as, duties contractor independent an as Company the to services provides Officer Executive the If. market or Officer Executive that to payment the, him by controlled company management a through or , taxes applicable plus( compensation fixed the of components the reflect will company said the to . policy this of principles the with accordance in )VAT as such

Bonus Cash Annual 7.

‐short the with accordance in compensation annual an to entitled be may Officers Executive s'ICL 7.1. alignment an create to aimed is Plan STI The . ")STI " or "Plan STI " the ( plan incentive term term‐long and annual s'Company the and Officers Executive the of compensation the between the of each for defined be will that goals individual on, things other among, focusing while goals Officer Executive the cases in eligibility for rules include may Plan STI The. Officers Executive the excluding, Officers Executive to payouts Plans STI. year relevant the of part only for serves or/and metrics financial measurable using by calculated be may, Chairman Executive the and CEO & HR the by approved‐pre or determined‐pre as , metrics financial‐non measurable the, that clarified is It. evaluation qualitative a or\and, Board the and Committee Compensation that, year given any in determine may Directors of Board and Committee Compensation & HR in or whole in, Chairman Executive and CEO the than other, Officers Executive for payout STI the said the of items measurable‐non of evaluation qualitative a to according granted be will, part . below 7.4 Section in forth set payouts maximum the to subject, organs

CEO the for STI Annual 7.2.

. e.i( level performance 100% for amount payout conceptual the represents CEO the for STI Target The exceed not shall CEO the for STI Target The. year given a in )targets all of 100% weighted achieving . salary base annual 'CEO the of120%

financial measurable annual of level performance against measured be will target STI s'CEO the of80% of Board the and Committee Compensation & HR the by forth set goals financial‐non measurable and . below detailed as, year fiscal each of beginning the at Directors

& HR the by evaluation qualitative a on based measured be will target STI s'CEO the of 20% the of recommendation a receiving after Directors of Board the and Committee Compensation . Chairman Executive

goals financial‐non measurable and Financial Measurable7.2.1.

weight the and goals the define will Directors of Board the and Committee Compensation & HR The Executive the from of recommendation a receiving after year each of beginning the at goal each of will100% ‐ 50%between target STI of 60% least at, target STI 80% measurable the of Out. Chairman goals financial The. budget annual the in included be will that goals financial against measured be flow cash meeting , objectives capital working meeting : list following the of out selected be shall , objectives profit economic , structure capital improving , objectives CAPEX meeting , objectives gross , income operating , sales of objectives budget meeting , objectives increase 'sales meeting & HR the by determined be shall goals financial measurable Such. income net and EBITDA, income s'ICL to according, year the of beginning the at Directors of Board the and Committee Compensation of purposes for budget the against measured be shall and, year respective the for budget annual net or/and income operating include must goals financial The. performance actual the determining . below 7.6 paragraph to according adjusted be shall figures performance actual Financial The. income

measured be will, target STI measurable remaining of )less or( )typo a of correction a( 20% other The . goals financial‐non measurable other against

objectives strategic achieving : list following the of out selected be shall goals financial‐non The efficiency achieving , milestones 'projects strategic completing , plan strategic s'ICL from selected meeting , objectives environmental and sustainability , safety meeting , objectives 'improvements merger meeting and objectives strategic resources human meeting, objectives 'programs compliance . objectives integration related and objectives acquisition and

each of beginning the at define shall Directors of Board the and Committee Compensation & HR The . goal financial‐non measurable each for, below table the in detailed as, level performance the year

two are Below. goals other of independently measured be will goal each of level achievement The are goals financial‐non measurable and goals financial measurable way the illustrate which tables . factors payout to translated then and measured

Performance level	Payout factor
Below of 60% ( budget threshold 0 (
Between 60% of 90% ‐ budget	0.6
Between 90% of 120% ‐ budget	1.2 –0.9 linear( and continuous (
Above 120%	1.5

: goals Financial Measurable ‐A Table

: goals Financial‐Non Measurable ‐B Table

Performance level	Payout factor
Threshold	0
Partial	0.6
Good	0.8
Excellent	1.0 1.25–

performance year relevant actual the comparing by determined is goal each of level performance The payout to converted then is level performance The. year the of beginning the in forth set goal the to the of weight relative the by applied is factor payout Then . tables above the to according factor measurable for payout the form to added being then are products All. target STI the from goal relevant . performance financial‐non measurable and financial

performance overall CEO the of evaluation Qualitative7.2.2.

Compensation & HR by evaluation qualitative a on based measured be will target STI the of 20% The. year fiscal relevant the during performance s'CEO the of Directors of Board the and Committee of 25% or salaries monthly base 3 of higher the exceed cannot component this for payout maximum . payout STI actual total

• according adjusted as( performance actual income net or/and income operating ICL either If7.2.3. , (budget of60% ( level performance threshold the meet not will )below 7.6 paragraph to against measured is that STI of 80% the for plan this under payout no be will there . goals financial‐non measurable and financial measurable
• 130% of lower the, year given any for exceed cannot CEO the for payout STI maximum The7.2.4. \$1,500,000. or year such for STI target s'CEO the of
• & HR the , year fiscal the of end the to prior terminates employment s'CEO the case In7.2.5. for payout STI prorated approve may Directors of Board the and Committee Compensation the reduce will calculation prorated The. published are results year end the after CEO the . year fiscal the during period employment his to relatively STI Target s'CEO

("CoB(" Board the of Chairman Executive ICL for STI Annual 7.3.

. e.i( level performance 100% for amount payout conceptual the represents CoB the for STI Target The exceed not shall CoB the for STI target The. year given a in )targets all of 100% weighted achieving not does Board the of Chairman Executive an extent the To. salary base annual CoB the of120% exceed not shall CoB the for STI target the , fee management or salary base annual an receive \$630,000.

against 30% ;EBITDA ICL of level performance the against measured be will target STI s'CoB the of30% , Income Net ICL of level performance the against 20% ;Income Operating ICL of level performance the budget ICL from taken be will goals These. Revenues ICL of level performance the against 20% and . below 7.6 paragraph to according adjusted as measured be will each and, year fiscal relevant the for

The . goals other the of independently measured be will goal each of level achievement The to performance year relevant actual the comparing by determined is goal each of level performance factor payout to converted then is level performance The . budget ICL the in forth set goal the from goal relevant the of weight relative the by applied is factor payout Then. A Table to according . plan this under CoB the for payout the form to added being then are products The. target STI the

• (below 7.6 paragraph to according adjusted as( income Net or/and income Operating ICL If7.3.1. for payout no be will there, )budget of60% ( level performance threshold the meet not will . plan this under CoB the
• of lower the year fiscal given any for, exceed not shall CoB the for payout STI maximum The7.3.2. \$1,000,000. or STI target CoB the of150%
• , Chairman Executive and CEO the than other, Officers Executive for payout STI maximum The 7.4. STI target Officer Executive the of 225% of lower the, year fiscal given any for, exceed not shall \$1,000,000. or year such for
• to discretion the have shall Directors of Board The ‐ Bonuses Reduce to Board the of Discretion 7.5. on based , year given any in Officer Executive an of Payout STI the of amount the reduce . Board the by determined circumstances
• , STI s'CoB Executive the and CEO the calculating of purposes for Goals Financial Measurable The 7.6. will and reports annual s'ICL from figures the to according calculated be will, year given any for :4adjustments following the applying by adjusted be
  • or businesses, entities of ")A&M (" divestments or restructuring, acquisitions, Mergers A&M such of impact accounting ;loss or gain capital the of adjustment including, assets . costs related any and
  • that, standards accounting revised/new or GAAP applicable s'company the in Changes . budget annual the determining of purposes for considered not were
  • current the to related not are that, impacts tax or claims legal from expense or Income determining of purposes for considered not were that, assessments tax including, year . budget annual the
  • the determining of purposes for considered not were that, undertakings Environmental . budget annual
  • annual last the in included are that( provisions to updates from resulting loss or Income : to relating assumptions underlying the in changes to due )statements financial of purposes for considered not were that , rates exchange or interest , regulations . budget annual the determining
  • for considered not were that, assets of impairment from resulting loss or Income . budget annual the determining of purposes
  • natural, pandemics including, events majeure force from resulting loss or Income , shutdowns and strikes, )developments geopolitical related including( war, disasters facilities its or Company the against event offensive an, situations emergency general

⁴ .applied be not will million \$2 under )separately counted( Adjustment Any

the determining of purposes for considered not were that., etc, )attack‐cyber including( . budget annual

("Back‐Claw(" Recovery Compensation 7.7.

in him to paid bonus annual the of part any refund to required be will Officer Executive Each the in restated are which and inaccurate be to proven are that results financial on based excess of approval the following years 3 the during Company the of statements financial consolidated , timing the upon decide shall Organs Authorized The. Organs Authorized the by bonus annual the Compensation s'ICL with accordance in , repayment aforementioned the of terms and form .("Policy Recoupment " the ( time to time from effect in as ,Policy Recoupment 5 hereby is It or regulations , law applicable the to changes from resulting restatement a that , clarified "Back‐Claw " this trigger will that restatement a as regarded be not will principles accounting . provision

or )s(provision similar or "back‐claw" other any from derogate shall 7.7 Section this in Nothing or paid compensation incentive awarded erroneously of recovery the regarding )s(requirement other any or/and requirements listing, laws applicable of virtue by Officers Executive to awarded to and provided, case each in, Policy Recoupment the, limitation without, including, document .law Israeli with conflict not does requirement or provision such any that extent the

Bonus Special 7.8.

the of those for bonus special a, law by required approvals to subject, grant may Company The or/and efforts considerable or/and contribution unique a shown have that Officers Executive business extraordinary or unique a of part as accomplished were that , achievements special their in dominant was Officer Executive the that and , circumstances special other or , activity or/and quantitative by determined be will Bonus Special The. ")Bonus Special" the( achievement provisions the with accordance in retrospect in disclosed be shall which( parameters qualitative . Officer Executive the of contribution personal the and, )law the of

the exceed cannot year given any in CEO the to respect with payout Bonus Special maximum The under payout STI Annual the of components the and salaries monthly base 3 between difference The . parameters measurable with accordance in determined not are that Plan Annual the exceed cannot year given any in Chairman Executive the to respect with Bonus Special maximum . salaries monthly base3

year given any in Officer Executive other any to respect with payout Bonus Special maximum The . salaries monthly base 6 exceed cannot

⁵ year the for F‐ 20Form on Report Annual s'ICL to 4.7 Exhibit as attached is Policy Recoupment the of copy A 14, 2024.March on SEC the with filed 31, 2023, December ended

. above mentioned Plan STI the under STI the from bonus separate a is Bonus Special The

Compensation Based‐Equity 8.

Executive s'ICL its offer may subsidiaries indirect or direct its of any or/and ICL, time to time From plan compensation based‐equity an of framework the in compensation based‐equity an Officers offices their in Officers Executive the retain to aiming, ")LTI" or "Plan Incentive Term Long" the( , period term‐long a for , connects that compensation creating while , periods term‐long for . Company the of shareholders the of interest the and interest 'Officers Executive the between accordance in determined be shall Officer Executive an to granted compensation LTI of scope The term‐long Such. skills and achievements, responsibilities, position s'Officer Executive each with : criteria following the to subject be shall plans

• restricted based‐Performance, options stock of form the in granted be may incentives term Long 8.1. redeemed units Phantom based‐Performance, units share restricted based‐Performance, shares 6cash in LTI (" vehicles compensation based‐equity based‐performance other or shares or .7("Awards units share restricted and shares restricted of restriction from release or/and Vesting .performance s'Officer Executive the or/and s'Company the to subject be may
• a with, years )3( three least at over period vesting minimum a to subject be shall Award LTI Each 8.2. the to subject and, awards LTI the of portion first the for months 12 of period vesting minimal relevant the by approved otherwise Unless . Officer Executive the of service continuing or/and time for rated‐pro be may Awards LTI term‐long outstanding of vesting, organs authorized provisions include may Awards LTI of terms The. Officers Executive departing for performance a of event the in as such, transactions corporate and events certain in vesting of acceleration for retirement certain or assets its of or Company the of acquisition an and, consolidation a, merger Acceleration. )plan compensation LTI applicable the in defined be will terms these as( provisions applicable the by determined circumstances certain in only allowed be will Awards LTI of . organs authorized
• s'ICL of days trading 30 average the than less no be will option stock any of price exercise The 8.3. s'Board of date the to prior period the during price share dividend to adjusted as known last price consumer Israeli the to linked be may price exercise The. applicable as, date grant/approval the by distributed extent the to, dividend to adjustment an include may price exercise The. index : as such , capital share s'Company the in events additional to adjustment an and , Company . etc, capital share of split or consolidation, issuance rights, shares bonus of distribution

⁶ (date payment the at calculated( cash in redeemable units Phantom of exercise the upon received payment The .date grant Award LTI the on effect in 8.6Section in specified amounts maximum the to limited be will

⁷ LTI of allocations to , mutandis mutatis, apply shall above 8 Section to pursuant Awards LTI regarding terms All stock any of price exercise the, company private a is subsidiary allocating the If. subsidiaries ICL from Awards determined as, shares ordinary s'subsidiary such of value market fair the than less no be shall thereof options .Board the by appointed appraisal external an in

• from years full )10( ten than more no of be shall options Awards LTI the of period exercise The 8.4. . grant of date the
• . percent 10 exceed not will plans LTI proposed and outstanding from dilution potential total The 8.5. Awards LTI of grant of case in applicable be not will 8.5 paragraph in described restrictions The a of event the in , company target a of employees and management to compensation based .ICL of subsidiary private a in or/and company target the of acquisition or merger

8.5.

• valuation accepted on based( value in exceed not will, Officer Executive an to granted Awards LTI 8.6. :8amounts following the, annum vesting )1( one per, grant of date the on, )methods
  • \$1,380,0009– Board the of Chairman Executive o
  • \$1,725,000 CEO o
  • \$1,150,000 Officers Executive Other o

from deriving benefit the for cap a determining consider may Organs Authorized the, addition In . grant specific any for Awards LTI of exercise the

distribution, others among, include that, to party is Company the that transactions of cases in Except , reorganization , merger, dividend of payment, stock of consolidation, split stock, kind in shares of of way a in changed be not will grant based‐equity the of conditions the , exchange share or split cash for exchange in options of cancellation or granted options the of price exercise the of reduction options the of price exercise the than lower is that price exercise an with options for exchange in or . approved already were that

introduce to future the in resolve may Board the and committee Compensation & HR The 8.7. be will Officers Executive , which to according , Officers Executive to guidelines shareholding in holdings unvested of inclusive not, shares of value or number minimum a hold to required . Awards LTI unvested

arrangements Retirement 9.

in and favor their in accumulated funds of release to entitled be may Officers Executive the of All 9.1 certain To. pay severance and benefits pension for funds compensation designated in name their

^. policy compensation previous the to compared unchanged remain amounts cap )ILS( Shekels Israeli The 8 rate exchange ILS/USD of 15% of appreciation an reflect to adjusted been have amounts denominated USD in CAPS The directors of board the by policy compensation new the of approval the of date the through 2019 January from .Policy Compensation this of publication the to prior granted Awards LTI include not do amounts maximum

for value maximum The. salary base receive not does that CoB Executive an for value maximum is\$1,380,000 ⁹ \$1,150,000.is salary base receive does that CoB Executive an

the between difference a is there when and if, paid be may funds additional, Officers Executive their equals that amount the and funds designated the in accumulated actually were that funds seniority of years of number the by multiplied termination upon salary monthly base last . Company the in accumulated

Notice Advance 9.2

the in specified as termination upon notice advance an to entitled be shall Officers Executive s'ICL employment applicable the in determined be shall as and, ")Period Notice Advance(" below table . (thereof amendment any or( agreement

Executive Officer	Advance Notice Period
Executive Chairman CEO,	12 to Up months
Other Executive Officers	6 to Up months

be to continue to required be may Officer Executive the , Period Notice Advance the During the , Period Notice Advance the During . Company the to services provide or by employed payouts STI including, terms compensation her or his of all to entitled be may Officer Executive which in period any for ‐ CEO the to respect With. plans LTI existing his of vesting continued and s'CEO the, period notice the throughout Company the to services providing actually not is CEO the against measured target STI s'CEO the of 50% with calculated be will period such for payout STI 50% and )above 7.6 paragraph to according adjusted as( income net ICL of level performance the as ( income operating ICL of level performance the against measured target STI s'CEO the of the for budget ICL from taken be will goals These. )above 7.6 paragraph to according adjusted formula STI the period such during, CEO the to respect with that, clarified is It. year fiscal relevant evaluation qualitative discretionary the will nor, applied be not will above 7.2 Section in provided . formula the of part

or salary base monthly a receive not does Board the of Chairman Executive an extent the To additional an for tenure of terms his to entitled be to continue still may he, fee management annual his, doubt any of avoidance for, including, tenure of end his following month 12 of period . period such during plans LTI existing his of vesting continued and payout STI

obligations compete‐non and Period Adjustment 9.3

months 6 to up of period adjustment an to entitled be may Officers Executive s'ICL, addition In salary base the to entitled be may Officer Executive the which during, ")Period Adjustment" the( compensation other his of all to entitled be also may CoB Executive the while, Benefits Social and Officer Executive The. plans LTI existing his of vesting continued and payouts STI including, terms The . Period Adjustment the during provisions compete‐non to obligate to obliged be may not was employment his that Officer Executive such to only apply may Period Adjustment Organ Authorized the to according that circumstances other or "cause" of result a as terminated taking while determined be will Period Adjustment The. payments severance of evocation entitles Executive the of employment or service of period the: considerations following the account into s'ICL, period employment or service s'Officer Executive the during terms employment the, Officer achievement the to contribution s'Officer Executive, period such during performance corporate of termination of circumstances particular the and , performance and objectives s'ICL of as given be not will Period Adjustment aforementioned the for Eligibility. service or employment , Officer Executive the of employment of terms the in included be will it and, routine of matter a in that opinion an of be will Organs Authorized the if only, section this of terms the to according to order in , condition this of inclusion the for need special a exists circumstances specific the . Officer Executive specific the retain or recruit

Grant Termination 9.4

be may Officer Executive an that determine may Organs Authorized the, above the to addition In was Officer Executive the provided, ")Grant Termination" the ( payment termination a granted Termination The. year )1 ( one least at for Company the , to services provided or, by employed the of employment or service of period the : considering while determined be shall Grant employment or service s'Officer Executive the during terms employment the, Officer Executive the to contribution s'Officer Executive, period such during performance corporate s'ICL, period termination of circumstances particular the and, performance and objectives s'ICL of achievement . service or employment of

of terms the in included be either will Grant Termination aforementioned the for Eligibility the in that opinion an of be will Organs Authorized the if, Officer Executive the of employment recruit to order in, condition this of inclusion the for need special a exists circumstances specific termination to prior Organs Authorized the by approved or Officer Executive specific the retain or . employment of

Control of Change upon Grant Termination 9.5

base annual 1 to up of payment time‐one a to entitled be may Officers Executive ICL, addition In , Company the with employment s'Officer Executive the of termination involuntary upon, salary of terms his in or/and Company the in position s'Officer Executive the in demotion material a or the of control in change a of occurrence the following period month‐ 24a during, employment . (plan or agreement employment relevant a in or Organs Authorized the by defined as( Company potential support to Officers Executive for certainty and retention enables arrangement Such . shareholders to beneficial be may that transactions

Awards LTI of Acceleration 9.6

circumstances certain in vesting of acceleration for provision include may Awards LTI of terms The . control of change of result a as or Company the by initiated service of cessation or termination of

not shall 9.4, to 9.2 Sections to pursuant Officers Executive to paid amounts aggregate The 9.7 Officers Executive existing few a for except, salary base months 12 to equal amount an exceed previous to according that , Officers Executive as appointed be will that employees or together that amounts in pay severance to entitled are, them to company the of commitments . maximum aforementioned the exceed benefits termination other their with

Board the of Members of Compensation 10.

be may , ")Directors (" Board the of members executive‐non s'Company the of compensation The chair committee board or/and compensation annual an or/and compensation meeting‐per a of comprised all , )below discussed as ( LTI or/and compensation member committee board or/and compensation s'company the in participate to eligible not are directors executive‐Non. law applicable any to subject . plans pension

(expenses travel including ( Directors the of expenses certain cover or reimburse may ICL , addition In capacity their in ICL for services other performing or meetings committee and Board attending in incurred . directors as

be may ).Ltd Corporation Israel of holders office are whom directors excluding( Directors executive‐Non executive‐non a to granted Awards LTI the of value The. plans LTI s'Company the in participate to eligible total the of50% , )methods valuation accepted on based( exceed not will, grant of date the on Director The. annum vesting per, compensation meeting per including, compensation 'directors fixed the of value certain in vesting of acceleration for provision include may directors executive‐non for Awards LTI of terms to entitled be not will directors executive‐Non The.10 service of cessation or termination of circumstances . options of form the in LTI nor LTIs based performance any

subject be will )Board the of Chairman Executive an, example for( roles executive on take that Directors . (above defined as( Officers Executive to apply that policy this of provisions the to

Fee Management 11.

is term such as ( shareholder controlling its pay may ICL, Organs Authorized the by approval to Subject provided services for compensation the equal will which, fees management annual )law the under defined providing or, by employed are that, Board the of members including, Officers Executive by Company the to .Shareholder Controlling said, to services

Insurance and Indemnification, Exculpation 12.

term additional an for renewal and term s'Director a of termination that, clarified be should it regards this In ¹⁰ .service of termination as regarded be not will

may and, care of duty of breach a from )Directors its including( Officers Executive its exculpate may ICL imposed be may that expense and liability any for )Directors its including( Officers Executive its indemnify directors through coverage insurance provide may ICL. law applicable by permitted extent the to, them on aggregate maximum The. )Directors its including( Officers Executive its to insurance liability officers and to time from increased be may as, Million \$350 exceed not will policy insurance such any for coverage . Organs Authorized the of approval the by time