ICL Group Ltd.

Proxy Solicitation & Information Statement • Jan 23, 2025

2025 6, March ,Thursday

OF NOTICE EXTRAORDINARY MEETING GENERAL SHAREHOLDERS OF

FUTURE SUSTAINABLE A FOR IMPACT

GENERAL EXTRAORDINARY OF NOTICE SHAREHOLDERS OF MEETING

ICL of") Meeting "the (Shareholders of Meeting General Extraordinary an that given hereby is Notice the at ,)time Israel (.m.a 10:00 at 2025, 6, March ,Thursday on held be will") Company "the (.Ltd Group Microsoft via or ,Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium ,Company the of offices MzMtOGUw2LTg2U2Y00MmQxMmViMTUtYWZiNy\_ameeting/19%3join-meetup/l/com.microsoft.teams://https at Teams %22c234204%22%2a-54060ba4-4677-98c2-02d%22802762a%22%3Tid%22b%7=context?2/0v.thread%40MjdlNjRjYjdh :purposes following the for ,d2692%22%7f6af2d-02e8bd7-f-46cf4b45515-e%2222a%22%3Oid

• Executive Chief & President appointed newly the for terms compensation the of Approval) 1( ;Aharonson Elad .Mr ,Company the of Officer
• Chief & President appointed newly the to award based-equity an of grant the of Approval) 2( ;Aharonson Elad .Mr ,Company the of Officer Executive
• Board the of Chairman Executive the of terms compensation the of renewal the of Approval) 3( and; Doppelt Yoav .Mr ,Company the of Directors of
• of Board the of Chairman Executive the to award based-equity an of grant the of Approval) 4( .Doppelt Yoav .Mr ,Company the of Directors

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

the (2025 27, January 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

GENERAL EXTRAORDINARY OF NOTICE SHAREHOLDERS OF MEETING

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

,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 2025 22, January

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 2025, 6, March ,Thursday on held be will Meeting The .Shareholders Microsoft via or Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium ,Company the of offices MzMtOGUw2LTg2U2Y00MmQxMmViMTUtYWZiNy\_ameeting/19%3join-meetup/l/com.microsoft.teams://https at Teams %22c234204%22%2a-54060ba4-4677-98c2-02d%22802762a%22%3Tid%22b%7=context?2/0v.thread%40MjdlNjRjYjdh .d2692%22%7f6af2d-02e8bd7-f-46cf4b45515-e%2222a%22%3Oid

ITEMS AGENDA

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

• Executive Chief & President appointed newly the for terms compensation the of Approval) 1( ;Aharonson Elad .Mr ,Company the of Officer
• Chief & President appointed newly our to award based-equity an of grant the of Approval) 2( ;Aharonson Elad .Mr ,Company the of Officer Executive
• Board the of Chairman Executive the of terms compensation the of renewal the of Approval) 3( and; Doppelt Yoav .Mr ,Company the of Directors of
• of Board the of Chairman Executive the to award based-equity an of grant the of Approval) 4( .Doppelt Yoav .Mr ,Company the of Directors

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 (2025 27, January 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 ,)2025 4, March ,Tuesday 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

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

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 2025, 30, January 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 scheduled time the from hour an half within If .Meeting the at quorum a constitute will ,vote to entitled same the at 2025, 13, March to adjourned be shall Meeting the ,present not is quorum a Meeting the for 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 1,290,375,704 2024, 31, December 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

compensation the of approval the (2 and 1 Items under proposals the of each of approval the ,addition In the to subject also is) Officer Executive Chief & President appointed newly our to award equity and terms :("Compensation for Majority Special "the (requirements voting additional following the of one of fulfillment a have not do who shareholders and shareholders controlling-non of shares the of majority a least at) i( are votes-non broker and abstentions (proposal the of favor in voted resolution the in interest personal in to referred shareholders by proposal the against voted shares of number total the) ii (or); disregarded .Company the in power voting outstanding the of) 2% (percent-two exceed not does) i (clause

the of renewal the of approval the (4 and 3 Items under proposals the of each of approval the ,addition In subject also is) Directors of Board our of Chairman Executive the to award equity and terms compensation least at) i (:")Majority Special "the (requirements voting additional following the of one of fulfillment the to in voted resolution the in interest personal a have not do who shareholders of shares the of majority a shares of number total the) ii (or); disregarded are votes-non broker and abstentions (proposal the of favor of) 2% (percent-two exceed not does) i (clause in to referred shareholders by proposal the against voted .Company the in power voting outstanding the

voting shareholder each that requires") Law Companies Israeli "the (1999 ,Law Companies Israeli The the if ,Meeting the at proposals such on voting to prior ,Company the inform 4 and 3 2, 1, proposals on counted be not will vote s'shareholder a ,otherwise; proposals the in interest personal a has shareholder Companies Israeli the under promulgated regulations with accordance In .proposals the of purposes the for it/she/he that confirmed have to deemed be will ballot written or card proxy via voting shareholder a ,Law notice written a delivered has shareholder the unless ,proposals such in interest personal a have not does on) time Israel (.m.a 10:00 than later no interest personal a of existence the of notifying Company the to s'Company the at mail registered via Company the to sent be must notice written such Any 2025. 6, March ,VP ,Landman Aya :Attention; Israel ,Aviv Tel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium at offices are proposals the on voting shareholders other All .Secretary Company & Officer Compliance Chief us inform ,Meeting the at person in voting if ,or ,system voting electronic s'ISA the via indicate to required the in interest personal a has shareholder the not or whether ,Meeting the at matter the on voting to prior .proposals such of purposes the for counted be not will vote s'shareholder such any ,otherwise; proposals

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

beneficial the) below noted otherwise unless (2024 31, December of as presents table following The and Securities .S.U the of rules with accordance in determined as ,Shares Ordinary our of ownership or 5% of owner beneficial the be to us by known is who person each by ,")SEC ("Commission Exchange by us to provided information on based is presented data The .Shares Ordinary outstanding our of more .filings regulatory public in disclosed or holders the

	(1) ORDINARY SHARES BENEFICIALLY OWNED
SHAREHOLDER	NUMBER	PERCENTAGE
Israel Corporation (2).Ltd	567,018,587	43.94%
The Phoenix Holdings (3).Ltd	99,513,244	7.71%
Migdal Insurance & Financial Holdings (4).Ltd	78,690,320	6.10%
Harel Insurance Investments & Financial Services (5).Ltd	70,590,979	5.47%
(6).Ltd Altshuler Shaham	64,691,143	5.01%

• (1) of as outstanding and issued Shares Ordinary 1,290,375,704 on based are shown percentages The .(subsidiaries our and us by held Shares Ordinary 24,589,836 excludes (2024 31, December
• (2) the on Based .TASE the on trading for listed company public a is") .Corp Israel (".Ltd Corporation Israel are Ofer Idan .Mr and") Millenium (".Ltd Elad Investments Millenium .,Corp Israel by provided information 1968 ,Law Securities Israeli the of purposes for .Corp Israel of shareholders controlling joint as considered a as serves Ofer Idan .Mr and ,directly .Corp Israel in shares hold Ofer Idan .Mr and Millenium of each( has that trust discretionary the of beneficiary the as it in interest indirect an has and Millenium of director approximately held Millenium 2024, 31, December of As .)below stated as ,Millenium of control indirect of as ,held which .,Corp Israel in) rights voting the of 38.66% and (capital share issued the of 38.29% issued the of 43.13% approximately and rights voting the of 43.95% approximately 2024, 31, December Mashat by held wholly is Millenium ,knowledge s'.Corp Israel of best the To .Company the of capital share ,("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( In .beneficiary the is Ofer Idan .Mr which in ,trust discretionary a by owned wholly is Court .company discretionary a by controlled company a is which .,Ltd Holdings Lynav 2024, 31, December of as ,addition capital share issued the of 9.39% approximately directly held ,beneficiary the is Ofer Idan .Mr which in trust .Mr 2024, 31, December of as ,Furthermore .Corp Israel of) rights voting the of 9.48% approximately and( the of 0.05% approximately and (capital share issued the of 0.05% approximately directly held Ofer Idan 2024. 31, December of as .Corp Israel of) rights voting

• 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 2024. 14, November on SEC the with ,")Phoenix (".Ltd Holdings majority ,indirect or direct various by owned beneficially are therein reported Shares Ordinary 99,513,244 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 (3)
• 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 (4)
• 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 (5)
• 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 (6)

STATEMENTS LOOKING-FORWARD FOR HARBOR SAFE AND DISCLAIMER

FOR HARBOR SAFE AND DISCLAIMER STATEMENTS LOOKING-FORWARD

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

1 ITEM

TERMS COMPENSATION THE OF APPROVAL OFFICER EXECUTIVE CHIEF & PRESIDENT NEW OUR FOR

.Mr of appointment the approved Directors of Board s'ICL 2024, 23, December On as effective ,Officer Executive Chief and President new s'ICL as Aharonson Elad ICL of part integral an been has ,old years 51 ,Aharonson .Mr 2025. 13, March of business Solutions Growing s'ICL of President as serving ,years four nearly for of development the led he ,date to ICL at tenure his During 2021. of April since offerings product these of expansion the and solutions fertilizer specialty s'ICL .acquisitions and strategies growth organic both through ,markets new into deep a and leadership exceptional demonstrate achievements significant His Aharonson .Mr ,ICL joining to Prior .values and mission s'ICL to commitment various held he where ,years 16 approximately for .Ltd Systems Elbit at served

ISTAR the both of manager general and president vice executive including ,positions management senior its to contributed Aharonson .Mr ,Systems Elbit at tenure his During .Division UAS the and Division .markets international and domestic both in growth unprecedented

as Aharonson Elad .Mr of terms compensation the approve to asked be will shareholders ,Meeting the At Chief and President As 2025. 13, March of as effective ,Officer Executive Chief and President new our .ICL for time-full work to continue shall Aharonson .Mr ,Officer Executive

Compensation s'Company the to subject is CEO the of compensation the ,Law Companies Israeli the Under and Directors of Board ,Committee Compensation & HR the of approval the requires and Policy ,("Proposals the of Approval for Required Vote "see (Compensation for Majority Special the by shareholders ,and Committee Compensation & HR our 2025, 6, January on and 2024 31, December On .order that in proposed s'Aharonson .Mr approved and discussed each ,Directors of Board our 2025, 9, January on Office for Policy Compensation s'ICL with consistent are which ,below forth set as ,terms compensation ,("Policy Compensation "the (2024 9, October on shareholders s'Company the by approved as ,Holders .Meeting the at approval shareholder to subject and herein forth set as all

TERMS COMPENSATION PROPOSED

approximately (2,820,000") ILS ("Shekels Israeli New of salary base gross annual An .Salary Base Annual 1(\$769,861 .

form the in") STI ("incentive term-short a to entitled be may Aharonson .Mr .)STI (Incentive Term-Short of achievement and performance financial annual s'Company the on based bonus cash annual an of and Committee Compensation & HR the by established ,goals performance qualitative and quantitative in forth set mechanism the with accordance in ,year fiscal each of beginning the at Directors of Board the .Mr of approval Shareholder .time to time from amended be may policy such as ,Policy Compensation the .plan STI his of approval deemed be will Meeting the at terms compensation proposed s'Aharonson

100% a achieving for amount payout the represents which ,year given a in ,STI target s'Aharonson .Mr base monthly 12 to amount will ,year such in) targets the all of 100% meeting .,e.i (level performance payout STI maximum The .))\$769,861 approximately (2,820,000 ILS to equal currently is which (salaries currently is which (salaries base monthly 15 exceed not may year fiscal given any for Aharonson .Mr for terminates employment s'Aharonson .Mr case In .))\$962,326 approximately (3,525,000 ILS to equal results year end the after ,payout STI prorated a to entitled be will he ,year fiscal the of end the to prior .Directors of Board the and Committee Compensation & HR the by approval to subject ,published are period employment his to relatively STI target s'Aharonson .Mr reduce will calculation prorated The .year fiscal the during

Aharonson .Mr to bonus special a ,law by required approvals to subject ,grant may Company the ,addition In ,contribution unique a demonstrated has he where cases in ,)bonus annual the from separate .,e.i( ,activity business extraordinary or unique a of part as ,achievements special or/and efforts considerable The .")Bonus Special "the (achievement such in dominant was he and ,circumstances special other or in as ,Policy Compensation the in forth set terms the with accordance in calculated be will Bonus Special .salaries monthly three to limited is and ,time to time from effect

("LTI ("incentive term-long a to entitled be will Aharonson .Mr that proposed is It .)LTI (Incentive Term-Long vesting per) \$1,506,962 approximately (5,520,000 ILS of value the in ,compensation equity of form the in including ,bodies authorized s'Company the by approved as annum vesting per amount other any or ,annum a of Aharonson .Mr to grant The .law applicable to according majority required the by approval shareholder being is ,Shares Ordinary purchase to options of form the in 2025-2027, years the for award LTI year-three .Statement Proxy this of 2 Item under Meeting the at approval shareholder for brought

of Bank the by published as \$1.00, to 3.6630 ILS of rate exchange representative the on based is USD to ILS from conversion the ,Statement Proxy this In .stated expressly otherwise unless 2025, 8, January on Israel 1

of case any in months 12 of termination of notice advance to entitled be will Aharonson .Mr .Period Notice Advance "the) (cause for Company the by employment of termination excluding (employment of termination work his continue to required be may Aharonson .Mr ,Period Notice Advance the During .")Period Notice effect in remain would relations employee-employer ,Period Notice Advance the During .Company the for any of vesting and STI including ,terms compensation his of all to entitled be will Aharonson .Mr and .Mr the which in period any for ,Policy Compensation the of provisions the to Subject .awards LTI existing his ,Period Notice Advance the throughout Company the to services actual providing be not will Aharonson performance the against measured target STI the of 50% with calculated be will period such for payout STI of level performance the against measured target STI the of 50% and income net adjusted ICL of level lieu in payment receive may Aharonson .Mr ,discretion s'Company the At .income operating adjusted ICL but ,value equivalent their or benefits associated any and salary including ,Period Notice Advance the of .grant LTI new a and vesting LTI existing ,payment STI excluding

to similar benefits cash-non and cash additional to entitled be will Aharonson .Mr .Benefits Other ,time to time from effect in policies to pursuant Company the of executives senior to payable those insurance life ,fund education ,pay severance including pension ,welfare ,to limited not but including 24 ,gifts holiday and birthday ,insurance disability work ,insurance accidents ,insurance health ,)risk( days sick ,days accumulated 55 beyond days vacation accrued of redemption ,year per days vacation ,fees membership association professional ,examination medical annual ,days recuperation 10 ,quota including ,car company and phone cellular ,allowance newspaper ,equivalent its or allowance meals insurance ,exemption the to entitled be also will Aharonson .Mr .reimbursement expenses and ,up gross s'Aharonson .Mr of components All .Company the in customary as arrangements indemnification and increases with accordance in periodically adjusted be will ,STI and salary base including ,compensation published ,index 2025 January the being baseline the with ,")CPI ("Index Price Consumer Israeli the in forth set as component compensation each for amounts maximum the to subject 2025, 15, February on .Policy Compensation the in

PROPOSAL THE FOR REASONS

s'Aharonson .Mr of approval their in noted Directors of Board and Committee Compensation & HR The its considering ,Company the within leadership his ensuring of importance the terms compensation s'Aharonson .Mr as well as ,environment regulatory and business challenging the ,complexity and scope brings Aharonson .Mr .record track proven and skills personal and professional ,experience ,knowledge Solutions Growing s'ICL of President as role previous his following experience managerial extensive demonstrated has Aharonson .Mr ,ICL joining Since .Ltd Systems Elbit at ,positions leadership and Division & HR The .plans strategic executing and results driving in approach proactive a and leadership strong and experience global s'Aharonson .Mr that believe Directors of Board and Committee Compensation .role new his on takes he as invaluable be will industry the of understanding profound

compensation s'ICL considered further Directors of Board and Committee Compensation & HR The s'Company the and law by required as factors relevant other and ,terms market ,objectives and philosophy excluding (index -35TA the in included companies the of study benchmark a on Based .Policy Compensation foreign other and competitors ICL including ,companies Israeli-non certain of and ,)institutions financial consulting compensation executive leading a by conducted ,ICL to characteristics similar with companies and position such for terms market Israeli the with align generally terms compensation proposed the ,firm Committee Compensation & HR the ,addition In .peers foreign the of those than lower significantly are of those with Aharonson .Mr for terms compensation proposed the compared Directors of Board the and his than lower or to equal are they that concluded and ,Zoller Raviv .Mr ,CEO and President outgoing the .terms s'predecessor

the of purpose the that noted Directors of Board and Committee Compensation & HR the ,particular In is ,)compensation proposed overall the of 75% approximately comprise which (plans LTI and STI proposed of those with interests his aligning by value shareholder term-long enhance to Aharonson .Mr encourage to Board and Committee Compensation & HR the ,considerations above the of all on Based .shareholders our s'Company the with consistent is Aharonson .Mr of compensation proposed the that affirmed Directors of .shareholders its and Company the of interests best the in is it that believe and Policy Compensation

RESOLUTION PROPOSED

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

and President appointed newly the ,Aharonson Elad .Mr for terms compensation the that ,RESOLVED" ,be ,Meeting the for Statement Proxy the of 1 Item in forth set as ,Company the of Officer Executive Chief ".approved ,are hereby same the and

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 of approval the ,addition In .terms compensation s'Aharonson .Mr of approval the for required is ,matter additional For .Compensation for Majority Special the of fulfillment the to subject also is proposal the ".Proposals the of Approval for Required Vote "above see ,information

OF APPROVAL THE FOR VOTE A RECOMMENDS DIRECTORS OF BOARD OUR 1. ITEM UNDER RESOLUTION THE

2 ITEM

NEWLY OUR TO AWARD BASED-EQUITY OF GRANT OF APPROVAL OFFICER EXECUTIVE CHIEF & PRESIDENT APPOINTED

2025-2027, for award LTI year-three a of grant the approve to asked be will shareholders ,Meeting the At President appointed newly our ,Aharonson Elad .Mr to ,Shares Ordinary purchase to options of form the in .Officer Executive Chief and

chief a of) compensation based-equity including (compensation the ,Law Companies Israeli the Under shareholders and directors of board ,committee compensation the of approval the requires officer executive .order that in ,)Proposals the of Approval for Required Vote "see (Compensation for Majority Special the by well as ,Policy Compensation s'Company the with consistent is Aharonson .Mr to award LTI proposed The the at approval for presented being are that ,agreement employment his of terms proposed the with as .above 1 Item under Meeting

Directors of Board and Committee Compensation & HR our ,plan LTI internal s'Company the to According the for award LTI year-three a of Aharonson .Mr to grant the ,approval shareholder to subject ,approved ILS of value aggregate an with ,Shares Ordinary purchase to options of form the in 2025-2027, years ,Meeting the at approval to Subject .")Grant Triennial 2025 "the) (\$4,009,009 approximately (14,685,000 5,520,000 ILS worth tranche first the :follows as ,tranches three in vest shall Grant Triennial 2025 the Chief and President as office into enters Aharonson .Mr date the of anniversary year one the on vest will ILS worth tranche second the ,")Date Grant "the 2: Item this in (2025 13, March .,e.i ,Office Executive ILS worth tranche third the and ,Date Grant the of anniversary year second the on vest will 5,520,000 s'Aharonson .Mr to subject case each in ,Date Grant the of anniversary year third the on vest will 3,645,000 .date vesting applicable the on employment continued

Officer Executive Chief and President s'ICL as employment s'Aharonson .Mr of terms proposed the Under award LTI an to entitled is he 1, Item under Meeting the at approval for shareholders the to presented being has Aharonson .Mr ,However .annum vesting per) \$1,506,962 approximately (5,520,000 ILS of value the in compared as 1,875,000 ILS by Grant Triennial 2025 proposed the of value total the in reduction a for opted to due 1, Item under Officer Executive Chief and President s'ICL as terms compensation proposed his to of President as role current his in granted was he that period 2024-2026 the for award LTI year-three the Board the of Chairman the excluding (executives other s'ICL alongside ,Division Solutions Growing s'ICL of value total The .")Grant Triennial 2024 "the) (Officer Executive Chief and President outgoing the and ILS worth (tranche first the which of 5,625,000, ILS was period year-three the for Grant Triennial 2024 the worth ,trances two other the and ,Meeting this of date the after shortly 2025, April in vest will) 1,875,000 third and second ,the of each on terms their with accordance in vest to continue will ,each 1,875,000 ILS

the in reduction a for opted has Aharonson .Mr ,Accordingly 2024. April in grant of date the of anniversaries .Mr under award LTI the of value the to compared as (Grant Triennial 2025 proposed the of value aggregate Triennial 2024 the of tranche one of value the by) 1 Item under terms compensation proposed s'Aharonson 1,875,000. ILS by reduced is Grant Triennial 2025 the of tranche third the of value the that such ,Grant

on based Date Grant upon determined be will options the underlying Shares Ordinary of number The to equal be shall") Price Exercise "the (option the of price exercise The.model Scholes & Black the 30 the during TASE the on Shares Ordinary the of ,dividends to adjusted as ,price closing average the and CPI the to linked be will options the of Price Exercise The .Date Grant the preceding days trading the of price closing average indicative the on Based .distribution dividends per adjustments include will 'Directors of Board the of date the preceding days trading 30 the during TASE the on Shares Ordinary granted be would Aharonson .Mr ,)share per) \$4.88 approximately (17.90 ILS (award LTI the of approval represent ,Statement Proxy this of date the of as ,which ,Shares Ordinary 2,719,444 purchase to options 0.21% approximately and capital share outstanding and issued s'Company the of 0.21% approximately and capital share outstanding and issued the of 0.21% approximately (rights voting s'Company the of .(basis diluted fully a on ,rights voting s'Company the of 0.21% approximately

Equity "the (Plan Equity 2024 s'Company the to subject be will and under granted be will options The Tax Income Israeli the of 102 Section under route gains capital the to pursuant granted be will and ,")Plan the upon benefits tax applicable the conditions ,things other among which 1961, ,]Version New [Ordinance the after years two for trustee a by held being) thereof exercise upon issued Shares Ordinary or (options .Date Grant

date the of as ,part in or whole in ,exercised be may Options the ,Plan Equity the of terms the to According .Date Grant the after years five of lapse the until and tranche each of" maturity "of

to ceases Aharonson .Mr if accelerate fully would options the of vesting ,Plan Equity the to According days 365 within is relations of termination such and Company the to services provide or employed be if including not (Company the of) Plan Equity the in defined as ,"Event Sale ("control of change a following on confers ,opinion s'Company the in ,which circumstances under dismissal to due was termination such of out carrying the including ,pay severance without holder the dismiss to ,law under ,right the Company the event the in ,Plan the of provisions the to Subject ."))Cause ("duties fiduciary of breach and offenses criminal exercise to entitled be shall Aharonson .Mr ,above described not reason any employment of termination of employment of termination following days) 90 (ninety of period a over options his of portion vested the only the to Pursuant .)period this during exist relations employment if ,Period Notice Advance the including( .employment of termination s'Aharonson .Mr upon cancelled be will options unvested any ,Plan

or inheritors or (Aharonson .Mr – death or disability to due employment of termination of case in ,addition In a during exercised been not have which options vested the exercise to entitled be shall) thereof transferee their than later not event any in and ,employment of termination the following months) 12 (twelve of period .date expiration

payment of lieu in ,options the of exercise the upon shares of number reduced a issue will Company The .formula" exercise net "customary a to pursuant ,price exercise the of

cash and offerings rights ,events capitalization for adjustment to subject be will options the of terms The .transferable be not will options The .dividends

PROPOSAL THE FOR REASONS

LTI the of grant the of approval their in noted Directors of Board and Committee Compensation & HR The term-long enhance to Aharonson .Mr encourage will that plan LTI an creating of importance the award .shareholders our of those with interests his aligning by value shareholder

by conducted study benchmark a reviewed Directors of Board and Committee Compensation & HR The excluding (index -35TA the in companies comparing ,firm consulting compensation executive leading a Compensation & HR the ,study this on Based .companies foreign similar and) institutions financial aligns generally grant LTI proposed s'Aharonson .Mr that concluded Directors of Board and Committee the of those than lower significantly is and positions such for awards equity for terms market Israeli with .peers foreign

compared Directors of Board the and Committee Compensation & HR the ,considerations other Among .Mr ,CEO and President outgoing the of that with Aharonson .Mr for grant LTI proposed the of value the structure vesting and value grant LTI proposed The .comparable be to them found and ,Zoller Raviv Triennial 2024 the .,e.i (executive Company a as grant LTI previous s'Aharonson .Mr account into take to comparable also is Grant Triennial 2025 proposed the ,grant LTI previous such excluding and ,)Grant entire the that noted Board the and Committee the ,addition In 2022. from grant triennial last s'Zoller .Mr ,holders office all to allocation equity the of part as 2022, in Aharonson .Mr to granted allocation triennial .duration its throughout underwater been has ,vested fully is which

Aharonson .Mr that noted further Directors of Board and Committee Compensation & HR the ,Additionally ,division Solutions Growing s'ICL of president new the ,successor his support closely to expected be will .transition smooth a facilitate to ,completed is handover comprehensive a until

affirmed Directors of Board and Committee Compensation & HR the ,considerations above the of all Given and Policy Compensation s'Company the with consistent is Aharonson .Mr of grant LTI proposed the that .shareholders its and Company the of interests best the in is it that believe

RESOLUTION PROPOSED

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

Chief & President appointed newly the ,Aharonson Elad .Mr to grant the approve to ,RESOLVED" under and amount such in ,options of form the in ,award LTI an of ,Company the of Officer Executive Proxy the of 2 Item in forth set as ,terms vesting and price exercise including (conditions and terms such ".Meeting the for Statement

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 .Aharonson .Mr to award equity the of grant the of approval the for required is ,matter For .Compensation for Majority Special the of fulfillment the to subject also is proposal the of approval ."Proposals the of Approval for Required Vote "above see ,information additional

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

3 ITEM

TERMS COMPENSATION THE OF RENEWAL THE OF APPROVAL DIRECTORS OF BOARD THE OF CHAIRMAN EXECUTIVE S'ICL OF

Yoav .Mr of terms compensation the of renewal the approve to asked be will shareholders ,Meeting the At Renewed "the (years three of period a for ,Directors of Board our of Chairman Executive the ,Doppelt on shareholders by approved previously those to similar substantially are Terms Renewed The .")Terms Renewed the ,Meeting the at approved If .")Terms Current "the (years three of period a for 2022, 30, May three for effect in remain will and") Date Effective "the (Meeting the of date the from effective be Terms 2028. 5, March to Date Effective the from ,years

termination the upon effective became 2022, in shareholders the by approved as ,Terms Current s'Doppelt .Mr Israel ,shareholder controlling our and ICL between agreement management standing-long former the of ,ICL and Doppelt .Mr between directly established were terms engagement new ,this Following .Corp of holders office are who directors ICL other the to ICL by directly paid be to began fees director and s'Doppelt .Mr for ICL by paid amounts payout total the change materially not did change This .Corp Israel ,agreement management the under arrangement previous the to compared ,services Chairman Executive .ICL by received services the to according amount payout the of allocation the optimized rather but

the ,Terms Current s'Doppelt .Mr for 2022 in shareholders the by granted approval shareholder the In ,Consequently .omitted inadvertently was CPI the in increase the to terms compensation his linking provision compensation previous the during inflation for adjusted not were components compensation s'Doppelt .Mr for brought currently are that Terms Renewed the under amounts the ,Therefore .)2022-2025 (period ,addition In .effect into entered Terms Current the date the since inflation for adjustments reflect ,approval CPI the to components compensation all of linkage Meeting the in approve to requested are shareholders .forward going increase

,Policy Compensation s'Company the with consistent are Terms Renewed the and Terms Current the Both .thereto subject and

Board the and Committee Compensation & HR the of approval the to subject ,that ,clarified further is It a through engagement an into converted be could agreement employment s'Doppelt .Mr ,Directors of and any including ,Company the to cost overall the that provided ,Doppelt .Mr by controlled company employment the under Company the by borne cost the exceed not will ,components compensation all .agreement

TERMS COMPENSATION PROPOSED

portion significant a invest to continue will and ,Company the by employed be to continue will Doppelt .Mr Renewed s'Doppelt .Mr .job his fulfil to order in time required the all dedicate to and thereto time his of :follows as be will Terms

STI annual the of cost the excluding (employment of cost annual s'Doppelt .Mr .Employment of Cost Annual approximately (1,963,000 ILS be will) 4 Item in and 3 Item this in below described as ,award LTI and award .then since inflation for adjusted 2022, in approved amount the to corresponds which ,)\$535,900

years three the of each for bonus cash annual an to entitled be may Doppelt .Mr .Incentive Term-Short in forth set formula STI s'Chairman Executive the with accordance in ,Date Effective the from commencing s'Chairman Executive "the (time to time from amended be may as ,Policy Compensation s'Company the will Meeting the at terms compensation proposed s'Doppelt .Mr of approval Shareholder .")Formula STI .Formula STI his of approval deemed be

approved Terms Current the from unchanged remains Chairman Executive the for STI target proposed The amount payout the represents and ,date that since inflation for adjustments with 2022, in shareholders the by maximum The .year given a in) targets all of 100% meeting .,e.i (level performance 100% a achieving for (\$357,452 approximately (1,309,345 NIS exceed not may ,year given any in Doppelt .Mr for payout STI the with consistent is Target STI s'Chairman Executive The .")Target STI s'Chairman Executive "the( proportionately calculated be will 2025 for payout STI s'Doppelt .Mr .Policy Compensation s'Company s'Doppelt .Mr case In .Date Effective the of as ,Target STI s'Chairman Executive adjusted the on based after ,payout STI prorated a to entitled be will he ,year fiscal the of end the to prior terminates employment the and Committee Compensation & HR the by approval to subject ,published are results year end the employment his to relatively STI target s'Doppelt .Mr reduce will calculation prorated The .Directors of Board .year fiscal the during period

Chairman Executive as office of term s'Doppelt .Mr of termination of event the In .Arrangement Termination ,period notice advance month-six and period adjustment month-six a to entitled be will he ,Board the of to entitled be will accordingly and Company the by employed be to continue will he which of both during vesting continued and payouts STI ,benefits all including ,period such during terms compensation his of all .plans LTI existing his of

payable those to similar benefits cash-non and cash additional to entitled be will Doppelt .Mr .Benefits Other not but including ,time to time from effect in policies our to pursuant Company the of executives senior to of redemption ,days vacation annual 26 ,)risk (insurance life ,pay severance including pension ,to limited ,expenses travel ,quota days sick 22 ,quota annual accumulated his twice beyond days vacation accrued entitled be to continue will Doppelt .Mr ,addition In .reimbursement expenses and days recuperation 10

s'Doppelt .Mr of All .approved previously as ,arrangments indemnification and insurance ,exemption to with accordance in periodically adjusted be will ,STI and salary base including ,components compensation 2025, 15, February on published ,index 2025 January the being baseline the with ,CPI the in increases Compensation the in forth set as component compensation each for amounts maximum the to subject .Policy

PROPOSAL THE FOR REASONS

and Committee Compensation & HR the ,Doppelt .Mr for terms compensation renewed the approving In & HR The .performance s'Company the to contribution significant his acknowledged Directors of Board Executive as Doppelt .Mr of role crucial the emphasized Directors of Board and Committee Compensation new the for support his and ,Officer Executive Chief and President the of transition the during Chairman Committee Compensation & HR ,Additionally .period this during Officer Executive Chief and President consistent remain Doppelt .Mr for terms compensation proposed the that noted Directors of Board and This .inflation for adjustments being change only the with 2022, in shareholders by approved those with changes economic the considering ,competitive and fair remains compensation his that ensures approach .approval last the since

of comprised be to continues package compensation s'Doppelt .Mr of portion significant a ,addition In goals term-long s'Company the achieve to him encourage to designed are which ,components variable Board and Committee Compensation & HR The .shareholders the of those with interests his align and the given ,leadership continued s'Doppelt .Mr ensuring of importance the recognized also Directors of s'Doppelt .Mr and environment regulatory and business challenging the ,complexity and scope s'Company .record track proven and skills ,experience ,knowledge

of study benchmark the reviewed also Directors of Board and Committee Compensation & HR The ,companies foreign certain and) institutions financial excluding (index -35TA the in included companies of Chairman s'ICL that account into taking ,firm consulting compensation executive leading a by conducted considered also They .)companies benchmark the of many in as (shareholder controlling a not is Board the .study the in companies other to relative Company the of value market and ,nature global ,complexity the of Chairman previous the to compared terms compensation proposed the reviewed they ,Additionally these on Based .terms compensation s'CEO the and s'Chairman the between ratio the and Board the The .practice market with line in generally be to terms compensation the found they ,considerations .Mr of compensation proposed the that stated Directors of Board and Committee Compensation & HR and Company the of interests best the in is and Policy Compensation s'ICL with alignment in is Doppelt the that resolved further Directors of Board and Committee Compensation & HR The .shareholders its ,position s'Board the of Chairman the for reasonable and appropriate are terms compensation proposed .Law Companies the in defined is term such as ,distribution a constitute not does approval their that and

RESOLUTION PROPOSED

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

Chairman Executive s'ICL ,Doppelt Yoav .Mr of terms compensation the of renewal the that ,RESOLVED" ,are hereby same the and ,be ,Statement Proxy the of 3 Item in forth set as ,Directors of Board the of ".approved

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 .terms compensation s'Doppelt .Mr of renewal 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

OF APPROVAL THE FOR VOTE A RECOMMENDS DIRECTORS OF BOARD OUR 3. ITEM UNDER RESOLUTION THE

4 ITEM

TO AWARD BASED-EQUITY OF GRANT OF APPROVAL DIRECTORS OF BOARD THE OF CHAIRMAN EXECUTIVE S'ICL

form the in ,award LTI year-three a of grant the approve to asked be will shareholders ,Meeting the At of Board our of Chairman Executive the ,Doppelt Yoav .Mr to ,Shares Ordinary purchase to options of .Directors

Directors of Board our 2025, 9, January on ,and Committee Compensation & HR our 2025, 6, January On the for award LTI year-three a of Doppelt .Mr to grant the ,approval shareholder to subject ,approved each 11,250,000 ILS of value total a with ,Shares Ordinary purchase to options of form the in 2025-2027, years (\$1,023,751 approximately (3,750,000 ILS or ,")Grant LTI 2025-2027 "the) (\$3,071,259 approximately( .Policy Compensation s'Company the with consistent is amount This .annum vesting per

Scholes & Black the on based determined be will options the underlying Shares Ordinary of number The of ,dividends to adjusted as ,price closing average the than less no is that price exercise an using ,model shareholders our of approval the preceding days trading 30 the during TASE the on Shares Ordinary the and CPI the to linked be will options the of price exercise The .")Date Grant "the (Meeting General the at the of price closing average indicative the on Based .distribution dividends per adjustments include will 'Directors of Board the of date the preceding days trading 30 the during TASE the on Shares Ordinary granted be would Doppelt .Mr ,)share per) \$4.88 approximately (17.90 ILS (award LTI the of approval represent ,Statement Proxy this of date the of as ,which ,Shares Ordinary 2,083,333 purchase to options 0.16% approximately and capital share outstanding and issued s'Company the of 0.16% approximately and capital share outstanding and issued the of 0.16% approximately (rights voting s'Company the of .(basis diluted fully a on ,rights voting s'Company the of 0.16% approximately

,tranches equal three in vest will Grant LTI 2025-2027 the ,Meeting the at award the of approval to Subject the of third-one ,Date Grant the from months 12 of lapse the upon vesting Options the of third-one with 36 of lapse the upon third-one and Date Grant the from months 24 of lapse the upon vesting Options applicable the on employment continued s'Doppelt .Mr to subject case each in ,Date Grant the from months or whole in ,exercised be may options vested the ,Plan Equity the of terms the to According .date vesting .Date Grant the after years five of lapse the until ,part in

granted be will options The .Plan Equity the to subject be will and under granted be will options The ,[Version New [Ordinance Tax Income Israeli the of 102 Section under route gains capital the to pursuant Ordinary or (options the upon benefits tax applicable the conditions ,things other among which 1961, .grant of date the after years two for trustee a by held being) thereof exercise upon issued Shares

and Company the to services provide to ceases Doppelt .Mr if accelerate fully would options Unvested the in defined as" Event Sale ("control of change a following days 365 within is relations of termination such circumstances under dismissal to due was termination such if including not (Company the of) Plan Equity without holder the dismiss to ,law under ,right the Company the on confers ,opinion s'Company the in ,which .("Cause ("duties fiduciary of breach and offenses criminal of out carrying the including ,pay severance

other reason any for employment of termination of event the in ,Plan Equity the of provisions the to Subject period a over Options his of portion vested the only exercise to entitled be shall Doppelt .Mr ,Cause than his of lapse the following days 90 .e.i (termination employment of date the following days) 90 (ninety of Pursuant .)period this during exist relations employment if ,period adjustment and period notice advance the including (employment of termination upon cancelled be will options unvested any ,Plan Equity the to in noted As .)period this during exist relations employment if ,period adjustment and period notice advance ,period notice advance month-six six and period adjustment month-six s'Doppelt .Mr during ,above 3 Item .vest to continue will ,Grant LTI 2025-2027 the including ,plans LTI existing his

or inheritors or (Doppelt .Mr – death or disability to due employment of termination of case in ,addition In a during exercised been not have which options vested the exercise to entitled be shall) thereof transferee their than later not event any in and ,employment of termination the following months) 12 (twelve of period .date expiration

a to pursuant ,options the of exercise the upon shares of number reduced a issue will Company The .price exercise the of payment of lieu in formula" exercise net "customary

cash and offerings rights ,events capitalization for adjustment to subject be will options the of terms The .transferable be not will options The .dividends

PROPOSAL FOR REASONS

,award LTI the of grant the of approval their in Directors of Board and Committee Compensation & HR The the of transition the during particularly ,success s'Company the in role pivotal s'Doppelt .Mr underscored CEO and President new the for support his and Chairman Executive as leadership His .CEO and President and ,contributions significant his reflects award LTI proposed the ,Consequently .time this at essential are in made adjustments the with consistent update additional an and ,inflation for adjustments incorporates Board and Committee Compensation & HR The 2024. in executives Company other to awarded grants the our of those with interests s'Doppelt .Mr aligns ,only options of form the in ,award LTI the that emphasized .performance s'Company the enhance to incentive financial direct a with him providing ,shareholders

in also grant LTI proposed the reviewed Directors of Board and Committee Compensation & HR The foreign and) institutions financial excluding (index -35TA the of study benchmark a to comparison in as (shareholder controlling a not is Board the of Chairman s'ICL that account into taking ,companies market and ,nature global ,complexity the considered also They .)companies benchmark the of many grant LTI the reviewed they ,Additionally .study the in companies other to compared Company the of value s'CEO the and s'Chairman the between ratio the and Board the of Chairman previous the to compared with line in generally be to grant LTI the found they ,considerations these on Based .terms compensation .practice market

Directors of Board and Committee Compensation & HR the ,considerations above the of all of light In best the in is and Policy Compensation s'ICL with aligns Doppelt .Mr of grant LTI proposed the that stated ,distribution a constitute not does approval their that and ,shareholders our and Company the of interests .Law Companies the in defined is term such as

RESOLUTION PROPOSED

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

,Directors of Board the of Chairman Executive s'ICL ,Doppelt Yoav .Mr to grant the approve to ,RESOLVED" including (conditions and terms such under and amount such in ,options of form the in ,award LTI an of ".Meeting the for Statement Proxy the of 4 Item in forth set as ,)terms vesting and price exercise

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 approval the ,addition In .Doppelt .Mr to award equity the of grant the of approval the for required is ,matter see ,information additional For .Majority Special the of fulfillment the to subject also is proposal the of ."Proposals the of Approval for Required Vote "above

OF APPROVAL THE FOR VOTE A RECOMMENDS DIRECTORS OF BOARD OUR 4. 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 2025. 29, January 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 2025 22, January