Proxy Solicitation & Information Statement • Jul 17, 2025
Proxy Solicitation & Information Statement
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.Ltd s'Group ICL
future sustainable a for Impact
2025 17, July
on held be to Meeting General Annual 2025) ICL (s'.Ltd Group ICL attend to invited cordially are You items as well as ,meeting the of notice The .)time Israel (.m.a 10:00 at 2025, 4, September ,Thursday .document this in included are ,instructions voting and business of
on as well as 2024, in performance s'ICL on update an provide to opportunity this take to like would I .developments recent more address to and ,year the during Israel in situation the
successfully we 2024, during Israel in situation security the to related challenges ongoing Despite we 2025, July of As .year the throughout disruptions related-war of impact the minimize to managed .employees our of being-well and safety the ,all above ,and continuity operational on focused remain
businesses driven-specialties our with ,billion \$1.5 of) 1(EBITDA adjusted delivered we 2024, For across share market increasing on focus to continued we as ,amount that of 70% contributing growing to committed remain We .Solutions Growing and Solutions Phosphate ,Products Industrial .businesses three these for position leadership our
despite ,momentum overall our maintained and 2024 for billion \$6.8 of sales reported we ,total In which ,generation cash strong on focus to continued We .headwinds pricing potash persistent .year full the for dollars million \$758 of) 1(flow cash free in resulted
year the up wrapped and) 1(share per earnings diluted adjusted of \$0.38 delivered we 2024, For we – year challenging a in even – again once and 3.8%, was 2024 for yield dividend leadingindustry Our .shareholders our to income net adjusted of 50% to up out pay to policy standinglong our with accordance in ,distributions dividend in dollars million \$242 of total a delivering by .peers our of ahead return total a delivered
accelerated and relationships strategic expanded we as 2024, in wins significant several had We also We .businesses driven-specialties our of all across products new ,innovative of launch the .savings cost targeted for plans efficiency our on delivered successfully
.strategy overall our in shift a been not has there ,ICL at leadership in change a been has there While from ICL differentiate to help which ,businesses specialty our in growth drive to continue will We ,volumes sales potash our maximize to continue also will We .peers based-commodity more our .past the in done have we as – possible when – prices highest the with markets the prioritizing by in – products new develop to continue will we and ,growth future s'ICL to central remains Innovation will growth organic-non Our .clients new to solutions provide to and clients existing with partnership .activity A&M complimentary and acquisitions transformational by supported be to continue
our to look to us enables which ,workforce global truly our from benefit to continue also will We the find to together work always will We .insights their for regions different in coworkers trusted .challenge the what matter no – another one support to and customers our for solutions right
.support and trust continued your for you Thank

,yours Sincerely Aharonson Elad President and CEO
the in described are measures IFRS to reconciliation and measures financials IFRS-Non) 1( A Appendix and Meeting General Annual 2025 ICL the for statement proxy accompanying .thereto
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2025 17, July

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information certain highlights summary This the on voting before consider should you that .Meeting the at presented be to proposals the of all contain not does summary This you and ,consider should you that information our and Statement Proxy entire the read should .voting before carefully Report Annual 2024
2025 4, September :DATE
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2025 24, July :DATE RECORD
com.group-icl.www :WEBSITE CORPORATE
com.group-icl.investors :WEBSITE INVESTOR
\_doc/files/697440571/com.cdn4q205.s :REPORT ANNUAL 2024 pdf.FINAL-Report-F-2024-20ICL/ar/2024/financials
general annual next the until serve to directors ten of election-Re their of any until or Company the of shareholders of meeting removal or resignation earlier
KPMG of Firm Member a ,Chaikin Somekh of Reappointment the until auditor independent s'Company the as ,International Company the of shareholders of meeting general annual next
| BOARD RECOMMENDATION FOR each director |
.No PAGE 23 |
|---|---|
| BOARD RECOMMENDATION FOR |
.No PAGE 24 |

in growth driving on focused remain will ICL 2025, In of value the optimizing while ,businesses specialty our ,key remain will Innovation .resources commodity our in both – products new develop to continue will we and solutions provide to and clients existing with partnership A&M complementary targeting while – clients new to focus and discipline cost our maintain will We .opportunities our across leaders be to striving while ,solutions sustainable on .segments business

GROWTH ORGANIC-NON OUR OF EXPANSION CONTINUED and acquisitions transformational by supported activity A&M complimentary

,D&R AND INNOVATION IN INVESTING .growth portfolio product specialty drive to

APPROACH DISCIPLINED AND CONSISTENT A TARGETING savings and ,value shareholder ,generation cash on focused .sheet balance strong a with combined ,efforts efficiency and

billion \$6.841 of sales delivered and momentum overall our maintained we ,year the Throughout our ,However .headwinds pricing potash persistent despite ,billion \$1.469 of EBITDA adjusted and these for 8% up EBITDA annual drive helped businesses driven-specialties our on focus sustained our ,total In .Solutions Growing and Solutions Phosphate ,Products Industrial – segments three .EBITDA quarter fourth of 73% and EBITDA 2024 of 70% represented businesses specialties
operating in resulted which 2024, in generation cash strong on focus to continued we ,always As .million \$758 of flow cash free and billion \$1.468 of flow cash
of total a distributed and share per earnings diluted adjusted of \$0.38 delivered we 2024, In quarterly of 50% to up distribute to policy standing-long our of part as ,dividends in million \$242 2024, in 3.8% was yield dividend leading-industry Our .shareholders our to income net adjusted .peers our of ahead return total a delivered we – year challenging very a in even – again once and
accelerated and relationships strategic expanded we as 2024, in wins significant several had We also We .businesses driven-specialties our of all across products new ,innovative of launch the with 2024 concluded we ,finally ,And .savings cost targeted for plans efficiency our on delivered .million \$347 of EBITDA adjusted and billion \$1.601 of sales consolidated quarter-fourth
| FINANCIAL PERFORMANCE 2024 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| M\$US Per .ex share |
23'FY | 24'FY | |||||||
| Sales | \$7,536 | \$6,841 | |||||||
| Net ,income attributable the to Company s' shareholders |
\$647 | \$407 | |||||||
| Adjusted net ,income attributable the to Company s' shareholders |
\$715 | \$484 | |||||||
| Diluted earnings share per |
\$0.50 | \$0.32 | |||||||
| Adjusted diluted earnings share per |
\$0.55 | \$0.38 | |||||||
| Adjusted EBITDA |
\$1,754 | \$1,469 |
| 2024 -NON FINANCIAL PERFORMANCE |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| M\$US Per .ex share |
23'FY | 24'FY | |||||||
| GHG Emissions |
2,288 | 2,196 | |||||||
| Incident Rate |
0.70 | 0.59 | |||||||
| Percent of women senior in leadership |
25% | 25% | |||||||
| Social investment |
\$7.1 | \$8 |

its for foundation the as serve which ,governance corporate of standards high maintains ICL the doing – 'of principle guiding our to according operate We .conduct ethical and operations and compliance regulatory beyond goes approach This .'day every ,way right the in ,thing right integrated are behavior ethical and ,accountability transparency ,integrity way the in reflected is to designed procedures and structures governance established has ICL .practices business into Sustainability .creation value term-long support and stakeholders its of expectations the meet clear on emphasis an with ,processes making-decision into incorporated are considerations .reporting transparent and responsibilities
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| DIRECTOR NOMINEE |
AGE | DIRECTOR SINCE |
INDEPENDENT | COMMITTEE MEMBERSHIP (5) |
||||
|---|---|---|---|---|---|---|---|---|
| THE UNDER ISRAELI COMPANIES LAW |
UNDER NYSE THE RULES |
&A | COMP A | CSC | FIN | |||
| Yoav Doppelt ( Chairman the of Board |
56) | December 2018 Chairman since 2019 July |
(1) | |||||
| Aviad Kaufman |
54 | March 2014 |
( ) 1 |
º | ||||
| Avisar Paz |
68 | April 2001 |
( ) 2 |
V | º | |||
| Lior Reitblatt |
67 | November 2017 |
V | V | º º | |||
| Reem Aminoach |
63 | March 2017 |
( ) 3 |
V | (4) º |
|||
| Sagi Kabla |
48 | February 2016 |
( ) 1 |
º | ⬤ | |||
| Tzipi Ozer Armon |
59 | January 2020 |
V | V | ||||
| Gadi Lesin |
58 | March 2021 |
V | V | º | º | ||
| Michal Silverberg |
48 | July 2022 |
( ) 3 |
V | ||||
| Shalom Shlomo 47 January |
2024 | V | V | (4) |
| Dr Miriam . Haran |
75 | 2021 July | V | V | º | ⬤ ⬤ | ||
|---|---|---|---|---|---|---|---|---|
| Dafna Gruber |
59 | January 2022 |
V | V | ⬤ | º | º |

improving and institutionalizing for guidelines adopted has Directors of Board s'Company The the ,things other among ,reflecting ,Directors of Board the of composition and structure the represents which ,Directors of Board its of composition diverse a maintain to ambition s'Company of range wide a encompasses and ,experience and skillsets expanding ,backgrounds diverse strong; organization complex a in experience managerial level-high as such ,expertise special strategy with experience; issues complex with dealing in experience and skills; experience global business and markets emerging with working ,businesses global managing in experience; setting ,governance corporate in experience; businesses volume-high in experience development .diversity gender and ,regulation and management risk ,expertise environmental and sustainability
,addition In .directors external of nomination for principles guiding include further guidelines The following the with directors of comprised Directors of Board a have to strives Company the and biodiversity ,environmental; expertise governance corporate; expertise industry :expertise .expertise safety and expertise operational and logistics; expertise climate
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our in below detailed is Directors of Board our of composition the regarding information Further of areas and skills assessed-self' directors the reflects which ,matrix profile competency Board :expertise
| CHAIRMAN DOPPELT BOARD EXECUTIVE YOAV THE OF |
KAUFMAN AVIAD |
PAZ AVISAR |
REITBLATT LIOR |
AMINOACH REEM |
KABLA SAGI |
ARMON OZER TZIPI |
LESIN GADI |
HARAN MIRIAM DR |
GRUBE DAFNA |
SILVERBERG MICHAL |
SHLOMO SHALOM |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leadership experience in managing companies , associations and networks |
||||||||||||
| /Industry Commercial expert |
||||||||||||
| Other economic sectors |
||||||||||||
| Finance financial , reporting and law , compliance |
||||||||||||
| Sustainability topics |
||||||||||||
| Accounting and ,auditing sustainability reporting risk and management |
||||||||||||
| Innovation research , & development and technology |
||||||||||||
| Digitalization IT , business , models and ups-start |
||||||||||||
| Human resources , communications and media the |
||||||||||||

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by proxies of execution their by granted authority the revoke may record of Shareholders executed duly or revocation of notice written a agent transfer its or Company the to delivering by received is proxy dated-later or notice revocation such provided ,date later a bearing proxy period shorter a unless ,Meeting the before hours 48 least at agent transfer its or Company the .person in voting and Meeting the attending by or ,Meeting the of chairman the by determined is you unless revoked be to proxy granted previously your cause not will Meeting the at Attendance .request so specifically
voting new submitting by vote your change may you" ,name street "in held are shares your If from proxy legal a obtained have you if ,or nominee or trustee ,bank ,broker your to instructions the attending by ,shares your vote to right the you giving nominee or trustee ,bank ,broker your .person in voting and Meeting
voting your change to wish you and TASE the of member a through held are shares your If by ,person in voting and Meeting the attending by) i (vote your change may you ,instructions dated-later a delivering by) ii); (Date Record the of as (certificate ownership valid a presenting Record the of as (certificate ownership valid a with together ,ballot written Hebrew executed duly the of time designated the to prior hours four than later no offices s'Company the to ,)Date electronic ISA the via vote your changing for instructions relevant the following by) iii (or ,Meeting .Meeting the for set time the before hours six than later no by system voting
Proxies .Company the of Directors of Board the by solicited being are Meeting the at use for Proxies .mail by mainly solicited be will and 2025, 28, July about or on shareholders to mailed being are and printing ,postage including ,proxies the of solicitation the for cost the bear will Company The forwarding for others and firms brokerage of expenses reasonable the reimburse will and ,handling ,directors ,officers certain ,addition In .Shares Ordinary of owners beneficial to materials proxy ,therefor compensation additional receive will whom of none ,Company the of agents and employees .contact personal other or mail-e ,telephone by proxies solicit may
SEC the on profile s'ICL under available is Company the about information other and Financial "Investor "the via as well as ,il.gov.isa.magna.www at website s'ISA the and gov.sec.www at website .com.group-icl.www ,website s'Company our of section
so do may Report Annual 2024 our of copy a receive to like would who shareholder any ,addition In :address following the at office head registered our contacting by charge of free .Ltd Group ICL
Israel ,Floor nd22 ,Street Aranha 23 ,Tower Millennium +972-3-6844435 :Tel Secretary Corporate & Officer Compliance Chief ,VP ,Landman Aya :Attention [email protected] :Email
on available documents or information any and ,statement proxy this in to referred documents Any into reference by incorporated not are ,own our including ,website other any or TASE ,ISA ,SEC the .specified otherwise unless statement proxy this
2025, 17, July of as given is statement proxy this in contained information The .specified otherwise unless

beneficial the) below noted otherwise unless (2025 1, July of as presents table following The each by ,SEC the of rules with accordance in determined as ,Shares Ordinary our of ownership Ordinary outstanding our of more or 5% of owner beneficial the be to us by known is who person disclosed or holders the by us to provided information on based is presented data The .Shares ,entity each by owned beneficially Shares Ordinary of number The .filings regulatory public in and SEC the of rules the with accordance in determined is director or officer executive ,person Under .purpose other any for ownership beneficial of indicative necessarily not is information the voting shared or sole has person a which over shares any includes ownership beneficial ,rules such 60 within acquire to right the has person a that shares any as well as power investment or power and ,indicated otherwise as Except .right other or warrant ,option any of exercise the through days and voting sole have table the in named persons the ,laws property community applicable to subject .person that by held shares common all to respect with power investment
| SHAREHOLDER | ORDINARY SHARES BENEFICIALLY OWNED |
|
|---|---|---|
| NUMBER | PERCENTAGE (1) |
|
| (2).Ltd Israel Corporation |
567,018,587 | 43.93% |
| The Phoenix Holdings (3) .Ltd |
101,698,050 | 7.88% |
| Migdal Insurance & Financial Holdings (4).Ltd |
78,641,356 | 6.09% |
| (5) .Ltd Harel Insurance Investments & Financial Services |
72,230,751 | 5.59% |
| Altshuler Shaham (6) .Ltd |
64,691,143 | 5.01% |
or us by held shares excluding after (2025 1, July of as outstanding and issued Shares Ordinary 1,290,672,524 on based are shown percentages The 1. .(subsidiaries our
January on SEC the with ,")Altshuler (".Ltd Shaham Altshuler by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based 6. Ordinary 61,312,442) i (Altshuler by owned beneficially as reported Shares Ordinary 64,691,143 the of ,G13 Schedule the to According 2023. 17, of subsidiary owned-majority a .,Ltd Funds Pension & Provident Shaham Altshuler by managed funds pension and provident by held are Shares owned-wholly a .,Ltd Management Funds Mutual Shaham Altshuler by managed funds mutual by held are Shares Ordinary 3,378,701) ii (,Altshuler an ,Partnership Limited ,Owl Shaham Altshuler by managed funds hedge by held are Shares Ordinary 263,100) iii (and; Altshuler of subsidiary Ordinary foregoing the of all to respect with authority investment shared possess to deemed be may Altshuler Gilad .Mr .Shaham-Altshuler of affiliate benefit the for managed are ,funds hedge and funds mutual ,funds pension and provident foregoing The .affiliates and subsidiaries its and Shaham-Altshuler for capacities management investment various in serving his as well as ,Shaham-Altshuler in interest 44.81% indirect his to due Shares with authority lack persons reporting foregoing the of Each .persons reporting foregoing the of benefit economic the for not and investors public of .Shares Ordinary such of all of voting the to respect

.,Corp Israel by provided information the on Based .)TASE (Exchange Stock Aviv Tel the on trading for listed company public a is .Corp Israel 2. the of purposes for .,Corp Israel of jointly shareholders controlling as considered are Ofer Idan .Mr and") Millenium (".Ltd Elad Investments Millenium Millenium of director a as serves Ofer Idan .Mr and ,directly .Corp Israel in shares hold Ofer Idan .Mr and Millenium of each (Law Securities Israeli 1, July of As .)below stated as ,Millenium of control indirect has that trust discretionary the of beneficiary the as it in interest indirect an has and holds which .,Corp Israel in) rights voting the of 38.65% approximately and (capital share issued the of 38.28% approximately holds Millenium 2025, of best the To .Company the of ,capital share issued the of 43.11% approximately and rights voting the of 43.93% approximately 2025, 1, July of as Singapore Holdings Ansonia by owned wholly is Mashat .")Mashat (".Ltd) Investments (Mashat by held wholly is Millenium ,knowledge s'.Corp Israel ,(Curaçao in registered (.V.N Corporation Jelany of subsidiary owned wholly a is Ansonia .Netherlands the in incorporated is which") Ansonia (".V.B which in ,trust discretionary a by owned wholly is Court .")Court (".Ltd Investments Court ,company Liberian the of subsidiary owned wholly is which trust discretionary a by controlled company a is which ,")Lynav (".Ltd Holdings Lynav 2025, 1, July of as ,addition In .beneficiary the is Ofer Idan .Mr voting the of 9.48% approximately and (capital share issued the of 9.39% approximately directly holds ,beneficiary the is Ofer Idan .Mr which in Corp Israel of capital share issued the of 0.05% approximately directly holds Ofer Idan .Mr 2025, 1, July of as ,Furthermore ..Corp Israel of) rights decisive has still it ,shares ordinary s'Company the of 50% than less holds .Corp Israel though Even.)rights voting the of 0.05% approximately and( external the than other (directors appoint to power the has it ,effectively ,and shareholders s'Company the of meetings general the at influence approximately 2025, 1, July of As .Directors of Board s'Company the of composition the to respect with influence significant exert to and) directors an with loans margin of comprised entirely almost ,liabilities certain secure to .Corp Israel by pledged been have shares ordinary million 73 .million \$150 of amount principal outstanding aggregate
beneficial reporting .,Ltd Holdings Phoenix The by Company the to provided notice a to reference with entirety its in qualified and upon solely Based 3. 2025. 30, June of as Shares Ordinary our of holdings
with") Migdal (".Ltd Holdings Financial & Insurance Migdal by filed G13 Schedule a to reference with entirety its in qualified and upon solely Based 4. (i (Migdal by owned beneficially as reported Shares Ordinary 78,641,356 the of ,G13 Schedule the to According 2025. 13, February on SEC the insurance and funds pension ,funds mutual ,funds provident ,others among ,through public the of members for held are Shares Ordinary 70,938,115 and management independent under operates subsidiaries which of each ,Migdal of subsidiaries indirect and direct by managed are which ,policies joint for funds of management the for companies by held are Shares Ordinary 7,703,241) ii (,decisions investment and voting independent makes and ,decisions investment and voting independent makes and management independent under operates which of each ,trusteeship in investments .(account Nostro (account own their for held beneficially are 0) iii(
Financial & Investments Insurance Harel by Company the to provided notice a to reference with entirety its in qualified and upon solely Based 5. 2025. 30, June of as Shares Ordinary our of holdings beneficial reporting .,Ltd Services

term year-one a for Directors of Board the to election-re for standing are directors Ten vote can Shareholders .Company the of shareholders of meeting annual next the at ending .nominee individual each ,from vote their withhold or ,against or ,for
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within ,directors external our including (directors executive-non ,Meeting the at elected If the with accordance in compensated be will) Law Companies Israeli the of meaning the of compensation the governing Law Companies Israeli the under promulgated regulations ,Meeting the at elected if ,addition In .")Regulations Compensation "the (directors external and insurance ,indemnification the from benefit to continue will nominees director the 'officers and' directors from and ,them to issued previously we that agreements exemption or/and covers also Company The .time to time from procure shall we as insurance liability with connection in incurred) expenses travel including (expenses for directors its reimburses the for services other performing or committees its and Directors of Board the of meetings Compensation s'Company the with accordance in ,directors as capacity their in Company for" Governance Corporate – Three Section "See .Regulations Compensation the and Policy .information additional
EACH OF ELECTION-RE THE" FOR "VOTE A RECOMMENDS DIRECTORS OF BOARD OUR STATEMENT PROXY THIS IN NAMED NOMINEE DIRECTOR

and Committee Accounting and Audit our of recommendation and approval the to Pursuant Somekh of reappointment the approve to asked be will shareholders the ,Directors of Board public certified independent ,")KPMG ("International KPMG of Firm Member a ,Chaikin of meeting general annual next the until auditor independent our as ,Israel in accountants .Company the of shareholders the
OF APPOINTMENT-RE THE" FOR "VOTE A RECOMMENDS DIRECTORS OF BOARD OUR INDEPENDENT THE AS ,INTERNATIONAL KPMG OF FIRM MEMBER A ,CHAIKIN SOMEKH OF MEETING GENERAL ANNUAL NEXT S'COMPANY THE UNTIL COMPANY THE OF AUDITOR SHAREHOLDERS
permitted of scope the specifies Policy Services Audit-Non and Audit for Approval-Pre Our not is independence its that so auditor external our by provided services audit-non by provided services audit-non permitted and audit All .services other by compromised services All .Committee Accounting and Audit our by approved-pre are auditor external our Audit-Non and Audit for Approval-Pre our with complied 2024 in auditor our by performed auditor governing regulations securities and standards professional and Policy Services .independence
to authority the has Directors of Board our ,Association of Articles our with accordance In Oxley-Sarbanes the by contemplated As .auditor independent our to paid fees the determine Accounting and Audit our to authority this delegated has Directors of Board our 2002, of Act .Committee
| SHAREHOLDER | 2024 | 2023 |
|---|---|---|
| \$US | THOUSANDS | |
| Audit (1)fees |
4,356 | 4,321 |
| Audit related- (2)fees |
87 | 30 |
| Tax (3)fees |
1,651 | 1,262 |
| Total | 6,094 | 5,613 |
for KPMG by billed services professional for fees following the out sets table following The :years respective the of each in rendered services
includes also category This .statements financial annual our of audit the for billed be to expected or billed fees aggregate the are fees Audit 1. .SEC the with filed documents of review and consents as such ,accountant independent the by provided generally are that services
and 2024 31, December ended years the during rendered services related and assurance for billed fees aggregate the are fees related-Audit 2. .fees audit under reported not are and audit the of performance the to related reasonably are that 2023,
tax for 2023, and 2024 31, December ended years the during rendered services professional for billed fees aggregate the are fees Tax 3. .appeals and audits tax with assistance ,planning tax and ,advice tax ,compliance

year fiscal the for Company the of statements financial consolidated audited the ,Meeting the At .presented be will ,Report Annual 2024 the in included are which 2024, 31, December ended other and statements information and proxy ,reports contains that website a maintains SEC The also are reports SEC These .gov.sec.www at SEC the with electronically file we that information —Events and News ,Reports—Investors "under com.group-icl.www at website our on available charge no at copies paper receive to request may Shareholders ."Reports Annual and Financial Millennium :address following the at Secretary Corporate our to writing in request a submitting by Secretary Corporate :Attention ,Israel 6120201, ,Aviv Tel 20245, Box .O.P ,Street Aranha 23 ,Tower
General Annual 2025 the at proposal a present to intends who Company the of shareholder Any and Law Companies Israeli the of requirements the satisfy must Shareholders of Meeting at consideration for proposals present may) s(shareholder such Any .thereunder regulations following the at Secretary Corporate our to writing in proposals their submitting by Meeting the ICL .:Attn ,Israel 6120201, ,Aviv Tel 20245, Box .O.P ,Street Aranha 23 ,Tower Millennium :address 2025. 24, July than later no ,Secretary Corporate
the at transacted be to business other any of aware not are we ,above forth set as than Other represented Shares Ordinary ,Meeting the at presented properly are matters other any If .Meeting of form enclosed the in named persons the by voted be will proxies unrevoked and executed by of Board the of recommendation and judgment the with accordance in matters such upon proxy .Directors



serving ,culture corporate our within ingrained deeply is") ERM ("management risk enterprise ,ICL At ,risks ,uncertainties navigating effectively and anticipating for essential framework foundational a as we ,operations our of aspects all across risk of presence inherent the Recognizing .opportunities and executed-well A .governance corporate sound of cornerstone a as management risk robust prioritize and ,policies internal and requirements regulatory with compliance ensures ,processes makingdecision our enhances also but objectives our achieve us helps only not strategy management risk .control our of effectiveness the regarding assurance provides
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Companies Israeli the Under .law Israeli by governed is compensation s'director our of approval The Compensation & HR s'Company the of approval the requires generally directors of compensation ,Law of approval the ,Generally .order that in ,shareholders the and Directors of Board the ,Committee the with accordance in be must Directors of Board the and Committee Compensation & HR the ,conditions certain to subject and circumstances special in except ,policy compensation s'Company and controlling-non of majority special a by be must approval shareholder the case which in .shareholders disinterested
the of meaning the within ,directors external our including (directors executive-non our of Each The .Regulations Compensation the with accordance in compensated are) Law Companies Israeli an (compensation cash of amounts maximum and minimum forth set Regulations Compensation ,Generally .equity' shareholders s'Company the on depending ,)fees meeting per and fee annual per and annual (cash in payable compensation director for required not is approval shareholder .Regulations Compensation the in forth set amounts maximum the to up) fees meeting
,directors executive-non the of qualification the with accordance in vary fees meeting per The Compensation the under" Director Expert "an as qualified is director the whether on depending :follows as currently are fees The .Regulations
| EXPERT DIRECTORS |
NON EXPERT- DIRECTOR |
|
|---|---|---|
| Fixed Annual Fee |
~ NIS (165,000 approximately \$44,600 ) |
~ NIS (124,000 approximately (\$33,500 |
| Per Meeting Fee |
~ NIS (6,400 approximately \$1,700 ) |
~ NIS (4,800 approximately (\$1,200 |
(expenses travel including (expenses for directors its reimburses or/and covers also Company The performing or committees its and Directors of Board the of meetings with connection in incurred s'Company the with accordance in ,directors as capacity their in Company the for services other from benefit also members Board Our .Regulations Compensation the and Policy Compensation arrangements exemption and indemnification and insurance liability' officers and' directors and Management Senior ,Directors – 6 Item "see ,information further For .them with into entered .Report Annual 2024 the in" Indemnification and Insurance – Practices Board .C – Employees

1
ended year the for directors executive-non our to us by paid compensation cash aggregate The meeting per and annual includes amount This .million \$0.9 approximately was 2024, 31, December .directors to reimbursed expenses and travel business include not does but fees
served who individual each by earned compensation approximate the out sets table following The :(VAT exclude amounts (2024 31, December ended year the during director executive-non a as
| -NON EXECUTIVE DIRECTOR |
FIXED ANNUAL FEE |
AGGREGATE PER MEETING FEES |
TOTAL |
|---|---|---|---|
| Aviad Kaufman |
NIS 165,041 ~) (\$44,606 |
NIS 130,810 ) (\$35,354~ |
NIS 295,851 ~) (\$79,960 |
| Avisar Paz |
NIS 165,041 ~) (\$44,606 |
NIS 143,510 ) (\$38,786~ |
NIS 308,551 ) (\$83,392~ |
| Dafna Gruber |
NIS 165,041 ~) (\$44,606 |
NIS 213,360 ) (\$57,665~ |
NIS 378,401 ~) (\$102,271 |
| Gadi Lesin |
NIS 165,041 ~) (\$44,606 |
NIS 194,310 (\$52,516~) |
NIS 359,351 (\$97,122~) |
| Lior Reitblatt |
NIS 165,041 ~) (\$44,606 |
NIS 199,390 ) (\$53,889~ |
NIS 364,431 ) (\$98,495~ |
| Michal Silverberg |
NIS 165,041 ~) (\$44,606 |
NIS 109,220 ) (\$29,519~ |
NIS 274,261 (\$74,125~) |
| Dr Miriam . Haran |
NIS 165,041 ~) (\$44,606 |
NIS 217,170 ) (\$58,695~ |
NIS 382,211 ~) (\$103,301 |
| Reem Aminoach |
NIS 165,041 ~) (\$44,606 |
NIS 91,440 (\$24,714~) |
NIS 256,481 ) (\$69,320~ |
| Sagi * Kabla |
NIS 165,041 ~) (\$44,606 |
NIS 166,370 ~) (\$44,965 |
NIS 331,411 ) (\$89,571~ |
| Tzipi Ozer Armon- |
NIS 165,041 ~) (\$44,606 |
NIS 101,600 ) (\$27,459~ |
NIS 266,641 ) (\$72,065~ |
| Shalom Shlomo |
NIS 123,730 ) (\$33,441~ |
77,112 NIS ) (\$20,841~ |
NIS 200,842 ) (\$54,282~ |
.Corp Israel to directly paid and assigned be compensation cash director his that requested has ,Officer Financial Chief s'.Corp Israel ,Kabla .Mr*

our by approved as ,Board the of Chairman Executive as service his for compensation basedequity and cash following the to entitled was Doppelt .Mr 2025, 6, March until 2022, 1, July From the by approvals following 2022, 30, March on held Meeting General Annual the at shareholders 8, February and 2022, 31, January on Directors of Board and Committee Compensation & HR :respectively 2022,
| COMPENSATION ITEM |
FIXED ANNUAL FEE |
|---|---|
| Annual Cost |
Annual fixed of cost employment NIS of 1,800,000 ( approximately \$486,000 ( |
| Short Term- Incentive |
An annual cash ,bonus calculated according to short the term- incentive ("STI (" formula forth set the in Company s' Compensation Policy Target . STI which , was Mr Doppelt . s' potential maximum STI payout in given any ,year not could exceed 1.2 NIS (million approximately \$329,000 .( For details regarding Mr Doppelt . STI s' formula his and STI 2024 payout see , below Short " Term- Incentive The – Annual Bonus Component " |
| Termination Arrangement |
Six month- adjustment period six and month- advance notice period during , both which of will he continue be to entitled to his of all compensation ,terms including STI payouts and continued vesting his of existing long term- incentive ("LTI (" plans |
| Long term- incentive |
LTI award the for years 2022-2024, the in of form options to purchase 1,055,100 Ordinary Shares an at , exercise of price 35.7 NIS \$9.7 ( per) or (share exercisable a on cashless basis pursuant a to customary net " exercise formula" with ,) total a value 9 NIS of (million approximately \$2.4 )million 3 NIS or , (million approximately \$811,000 per) vesting annum |

such on held shareholders of meeting general extraordinary an at 2025, 6, March of as Effective as terms compensation s'Doppelt Yoav .Mr of renewal the approved shareholders our ,date following 2028, 5, March until ,years three of period a for Board the of Chairman Executive the and 2025 6, January and 2024 31, December on Committee Compensation & HR the by approvals those to similar substantially are terms renewed The 2025. 9, January on Directors of Board the up inflation for 2022 in approved amounts the of adjustment the than other 2022, in approved going components compensation all linking provision a of inclusion the and ,date present the to of update additional an as well as ,")CPI ("Index Price Consumer Israeli the in increases to forward Company other to awarded grants the in made adjustments the with consistent ,LTI s'Dopplet .Mr :follows as are terms renewed The 2024. in executives
| COMPENSATION ITEM |
FIXED ANNUAL FEE |
|---|---|
| Annual Cost |
Annual fixed of cost employment NIS of 1,963,000 ( approximately \$530,500 .( |
| Short Term- Incentive |
An annual cash ,bonus calculated according to short the term- incentive ("STI (" formula forth set the in Company s' Compensation Policy Target . STI which , is the also maximum potential STI payout any in given year NIS of , 1,309,300 ( approximately \$358,700 .( |
| Termination Arrangement |
Six month- adjustment period six and month- advance notice period during , of both which will he continue be to entitled to his of all compensation ,terms including STI payouts and continued vesting his of existing long term- incentive LTI (" .plans") |
| Other Benefits |
Cash non and cash- benefits similar those to payable senior to executives the of Company , including not but to limited pension , and severance life ,pay insurance risk( annual ,) vacation days and ( redemption of accrued vacation days sick ,) days ,quota recuperation days travel , expenses and expenses reimbursement |
| Long term- incentive |
LTI award the for years 2025-2027, the in of form options to purchase 1,973,684 Ordinary Shares an at , exercise of price 21.5 NIS \$5.94 ( per) or (share exercisable a on cashless basis pursuant a to customary net " exercise formula" a with ,) total of value 11.25 NIS (million approximately \$3 million or ,) 3.75 NIS million ( approximately million \$1 per) vesting annum |

periodical to subject are ,STI and salary base including ,components compensation s'Doppelt .Mr 2025 January the being baseline the with ,CPI the in increases with accordance in adjustment compensation each for amounts maximum the to subject 2025, 15, February on published ,CPI .Policy Compensation the in forth set as component
| GRANT FOR YEARS |
GRANT DATE |
OF TYPE EQUITY |
DATES OF GOVERNANCE ' BODIES APPROVALS |
GRANT VALUE (NIS ( |
NUMBER OF OPTIONS |
EXPIRATION DATE |
|---|---|---|---|---|---|---|
| 2022-2024 1( |
March) 30, 2022 |
Options | HR• .Comp & Committee 31.1.22 – 6.2.22 & Board• 8.2.22 – • Shareholders Annual ( (Meeting 30.3.22 – |
million 9 million 3( per (annum |
1,055,100 | March 30, 2027 |
| 2025-2027 ) 2( |
6, March 2025 |
Options | HR• .Comp & Committee 31.12.24 – 6.1.25 & Board• 9.1.25 – • Shareholders Annual ( Meeting 6.3.25 – ( |
11.25 million 3.75( million per (annum |
1,973,684 | 6, March 2030 |
fully Options .date grant the of anniversaries three the of each upon ,tranches equal three in vest will options The in than other (control of change a following months 12 within services provide to ceases Doppelt .Mr if accelerate .(cause for termination of event the
,(2014) Plan Compensation Equity s'Company the to pursuant granted was award equity The) 1( 2016. June in amended as
.(2024) Plan Compensation Equity s'Company the to pursuant granted was award equity The) 2(
,Board the of Chairman Executive as capacity his in Doppelt .Mr with agreement the than Other customary arrangements insurance and exemption ,indemnification the including ,above described service his of termination upon awards equity of acceleration described the and Company the in director current any with agreements written any have not do we ,circumstances certain under .us with relationship' directors such of termination the upon benefits for providing

financial links closely program compensation executive our of philosophy and design The motivate ,attract to efforts our supporting ,awards resulting to execution strategy and performance and success term-long on executives our focuses) compensation based-equity (incentives termlong on emphasis An .capabilities of range diverse a across skills with talent brightest the retain and support to designed is structure compensation The .interests' shareholders with compensation aligns reliably ,safely operating to commitment a demonstrating while performance financial of delivery the (ESG (Governance and Social ,Environmental our with consistent proactively is that manner a in and .commitments
plan incentive term short annual the of part as included regularly are targets performance ESG s'humanity for solutions impactful create to commitment our reflect to ,officers executive all of Board and Committee Compensation & HR our 2024, for ,Accordingly .challenges sustainability that ,management executive our for") KPIs ("indicators performance key annual set Directors of IR (performance safety & health :including ,targets ESG specific of improvement incorporate greenhouse ,reduction waste ,savings water (performance environmental ,)targets improvement as ,targets based science achieve eventually to aimed ,targets reduction emissions") GHG ("gas on Force Task - Overview Business .B — Company The On Information – 4 Item "in detailed further sustainability suppliers ,)Report Annual 2024 the of)" TCFD (Disclosures Financial related-Climate disclosures related climate and change-climate ,)assessments Ecovadis / TfS to related (performance ,products green ,efficiency energy ,targets improvement equality gender and diversity ,rankings and .more and ,calculations footprints carbon product
shareholders our 2024, 9, October on held shareholders of meeting general extraordinary the At for ,")Policy Compensation New "the (holders office for policy compensation new a approved our by approved was that policy compensation previous the replacing ,years three of period a Policy Compensation New The .")Policy Compensation Previous "the (2022 March in shareholders the reflecting ,Policy Compensation Previous the to comparison in adjustments few a contained since Policy Compensation Previous the of implementation the from gained was that experience Annual 2024 the to 4.3 Exhibit as attached is Policy Compensation New the of copy A .adoption its Recoupment Compensation the to ,things other among ,refers Policy Compensation New The .Report the ,with accordance in and ,under required as 2023, in Company the by adopted was that Policy Section and ,amended as 1934, of Act Exchange Securities the of D10 Section of requirements is Policy Recoupment Compensation the of copy A .Manual Company Listed NYSE the of .14A303 .Report Annual 2024 the to 4.7Exhibit as attached
senior our of members the of all to respect with us by incurred amount compensation aggregate The \$17 approximately was 2024, 31, December of as) GEC – Committee Executive Global (management retirement other or pension for provision annual an includes amount This 2024. year the for million .million \$1 approximately of management senior our for benefits
.USD to NIS from conversion the including ,Report Annual 2024 s'Company the in reported as taken are section this in amounts All 2

| DETAILS | PAYMENTS FOR SERVICES |
|||||||
|---|---|---|---|---|---|---|---|---|
| NAME | POSITION | OF SCOPE POSITION |
BASE SALARY |
COMPENSATION | BONUS (2)(STI( |
EQUITY BASED COMPENSATION (3)(LTI( |
TOTAL | |
| \$US THOUSANDS |
||||||||
| Raviv Zoller |
Former President & Chief Executive Officer |
100% | 850 | 1,818 | 1,118 | 787 | 3,723 | |
| Elad Aharonson |
President Chief & Executive Officer Former( ,President Growing Solutions (Division |
100% | 410 | 586 | 394 | 922 | 1,902 | |
| Aviram Lahav |
Chief Financial Officer |
100% | 401 | 574 | 378 | 904 | 1,856 | |
| (7) Brown Philip |
President ICL , Phosphate Specialty Solutions Division |
100% | 375 | 415 | 598 | 677 | 1,690 | |
| Lilach Geva Harel- |
EVP Chief , and Legal Sustainability Officer |
100% | 287 | 433 | 303 | 748 | 1,484 |
,benefits social customary ,salary base :components following the of all include table above the in column) compensation (items salary The with accordance in is compensation The .expenses telephone of reimbursement and car Company ,provisions related and social customary .Policy Compensation New the and Policy Compensation s'Company Previous the both (1)


million 4.56 NIS ~of STI maximum and) \$959,000 approximately (million 3.5 NIS ~of STI Target .Component Bonus Annual The - Incentive Term-Short "below See .)million \$1.25 approximately(
.(million \$1.5 approximately (million 5.5 NIS of value) equity (LTI annual an to Entitlement for recognized expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 our to 19 Note See .Statements Financial 2024 the in LTI s'Zoller .Mr
s'Zoller .Mr per items compensation all ,Agreement Employment s'Zoller .Mr with accordance In .CPI the in increase the to adjusted are Agreement Employment
effect in policies our to pursuant executives senior our to payable benefits cash-non and cash other All Company ,insurance disability ,fund education ,pension ,to limited not but including ,time to time from the to applying arrangements indemnification and insurance ,exemption as well as .,etc ,up gross ,car .holders office s'Company
.CPI the in increases to adjusted 2024, 31, December of as ,)\$35,000 approximately (128,000 NIS~
and performance STI s'Aharonson .Mr regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout
for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Aharonson .Mr
.months 6 of period notice Advance
,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification

.CPI the in increases to adjusted 2024, 31, December of as ,)\$34,000 approximately (125,000 NIS~
and performance STI s'Lahav .Mr regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout
for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Lahav .Mr
months3- or) cause for not (Company the by termination of case in months 6 of period notice Advance .resignation of case in notice advance
,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification
and performance STI s'Brown .Mr regarding details For .salary base annual the of 75% of STI TTarget ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout
for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Brown .Mr
and retirement ,health for provisions regular as such ,Company the in customary benefits other All indemnification and insurance ,exemption as well as ,allowance car ,arrangement disability ,severance .holders office s'Company the to applying arrangements
.CPI the in increases to adjusted 2024, 31, December of as ,)\$27,000 approximately (98,000 NIS~
performance STI s'Harel Geva .Mrs regarding details For .salary base annual the of 75% of STI Target ."Component Bonus Annual Incentive Term-Short "below see 2024, in payout and
for recognized was that expense the reflects table above the in amount compensation based-equity The .Statements Financial 2024 the in LTI s'Harel Geva .Mrs
.months 6 of period notice Advance
,severance and pension for provisions regular as such ,Company the in customary benefits other All and insurance ,exemption as well as ,up gross ,car Company ,insurance disability ,fund education .holders office s'Company the to applying arrangements indemnification

s'ICL as Aharonson Elad .Mr of appointment the approved Directors of Board our 2024, 23, December On our 2025, 6, March On .Zoller Raviv .Mr succeeding 2025, 13, March effective ,CEO and President new following ,CEO and President new our as terms compensation s'Aharonson .Mr approved shareholders the and 2025, 6, January and 2024 31, December on Committee Compensation & HR the of approval the are CEO and President as terms compensation s'Aharonson .Mr 2025. 9, January on Directors of Board :follows as
2024, 31, December On 2025. 12, March on CEO and President our as serve to ceased Zoller Raviv .Mr approved ,respectively ,Directors of Board and Committee Compensation & HR our 2025, 9, January and employment his of terms the with consistent are which ,terms termination employment s'Zoller .Mr the between relationship employment the ,terms these to According .law applicable and agreement accrued his of conclusion the following 2025, November in terminate will Zoller .Mr and Company of lieu in payment receive will Zoller .Mr ,employment of termination Upon .days sick and vacation regular the to addition in ,payment severance additional an as well as ,notice advance' months 12 .(period notice advance' months 12 the including (employment his of year each for ,pay severance

performance-for-pay our supporting in element key a is Plan Incentive Term Short Annual Our in performance by determined is opportunity incentive annual s'Officer Executive Each .philosophy .targets ESG including ,metrics financial and operating key on emphasis an with ,components certain
operating and ICL both at metrics strategic include to continued 2024 for Plan Incentive Annual The the of success term-longer the to critical initiatives reward and measure to levels segment and President departing our (Zoller .Mr for than other ,officers executive our of most For .organization a as set be to continue targets STI the ,)Board the of Chairman Executive our (Doppelt .Mr and) CEO the on dependent multiplier performance a on based payouts STI actual with ,salary of percentage .goals annual predetermined of achievement
executive all of plan incentive term short annual the of part as included are targets performance ESG sustainability s'humanity for solutions impactful creating to commitment our reflect to ,officers environmental ,)targets improvement IR (performance safety & health :including ,challenges to aimed ,targets reduction emissions GHG and reduction waste ,savings water (performance TfS to related (performance sustainability suppliers ,))SBTi (targets based-science achieve eventually and diversity ,rankings and disclosures related climate and change-climate ,)assessments Ecovadis/ footprints carbon product ,products green ,efficiency energy ,targets improvement equality gender Compensation & HR our 2025, 22, January and 2025, 20, January On .more and ,calculations to awards STI annual the of payouts the approved ,respectively ,Directors of Board and Committee in ,officers senior s'ICL among 2024 in earners five-top the including 2024, for officers executive our .above forth set criteria the to according and ,Policy Compensation s'Company the with accordance


other ,Officers Executive our of bonuses annual ,Policy Compensation s'Company the Under or/and metrics financial measurable on based be may ,Chairman Executive and CEO the than and Committee Compensation & HR our by determined-pre as ,metrics financial-non measurable Compensation & HR The .evaluation qualitative a on based determined or/and ,Directors of Board such for payout STI the that ,year given any in ,determine may Directors of Board and Committee The .Policy Compensation the in forth set payout STI maximum the to subject ,items measurablenon of evaluation qualitative a to according ,part in or whole in ,granted be will Officers Executive shall ,Chairman Executive and CEO the than other ,Officer Executive an for payout STI maximum for Target STI s'Officer Executive the of 225% of lower the ,year fiscal given any for ,exceed not .million \$1 and year such
senior earning highest five the to payout and performance STI the details table following The 2024. for ICL of officers
| EXECUTIVE OFFICE |
ANNUAL BASE 2(SALARY |
STI) TARGET % |
STI TARGET |
OVERALL SCORE OF TARGET% (3) |
STI 2024 PAYOUT |
|---|---|---|---|---|---|
| Raviv Zoller |
3.2 NIS million \$0.88(~ ) million |
) 4(NA | 3.5 NIS million \$0.96(~ ) million |
116.6% | 4.08 NIS million \$1.12(~ (million |
| Elad Aharonson |
NIS million 1.5 \$0.41(~ ) million |
75% | NIS million 1.2 \$0.33(~ ) million |
124.83% | 1.44 NIS million \$0.39(~ (million |
| Aviram Lahav |
NIS million 1.5 \$0.41(~ ) million |
75% | NIS million 1.1 \$0.30(~ ) million |
122.6% | 1.38 NIS million \$0.38(~ (million |
| NIS million 1.4 \$0.38(~ (million |
75% | NIS million 1.0 \$0.28(~ ) million |
123.9% | 1.27 NIS million \$0.35(~ (million |
|
| Philip ) 5(Brown |
33.33% | 0.5 NIS million \$0.125(~ ) million |
200% | 0.90 NIS million \$0.25(~ (million |
|
| Lilach Geva Harel- |
NIS million 1.2 \$0.33(~ ) million |
75% | 0.9 NIS million 0.25(~ ) million |
125.5% | 1.11 NIS million \$0.30(~ (million |
.A– Overview Business and Results Financial – 5 Item "in specified as ,income operating and net annual s'Company the to adjustments The and CEO the for goals financials measurable the and threshold STI the calculating of purposes for ,Report Annual 2024 the of" Results Operating the to related charges for adjustments includes This .Policy Compensation s'Company the in List Predefined the with consistent are ,CoB the of purposes for 2024, 31, December ended year the for awards STI to apply ,shareholders the by approved as ,which ,Israel in situation security STI 2024 such calculating of purposes for measures financial the align to order in ,CEO the and CoB the of 2024 for payout STI the calculating .Company the by reported measures financial 2024 the with payouts (1)


than more no and seven than less no have must we ,Association of Articles our to According of Board Our .)directors external our including (Directors of Board our on serving directors 20 pursuant elected directors external two including ,directors 12 of comprised currently is Directors is director external an not is who director A .Law Companies Israeli the of requirements the to following shareholders of meeting general annual next the until office holds and annually elected or resignation earlier her or his until or ,elected was director such which at meeting general the .law applicable or shareholders of meeting general a of resolution a to pursuant removal
standing are directors external not are who directors serving currently our of all ,Meeting the At ,Aminoach Reem ,Kabla Sagi ,Paz Avisar ,Kaufman Aviad ,Doppelt Yoav namely ,election for hold to each ,Shlomo Shalom and Silverberg Michal ,Lesin Gadi ,Armon Ozer Tzipi ,Reitblatt Lior their of each until and shareholders of meeting general annual next the of close the until office earlier their to due vacated earlier is office any unless ,qualified and appointed duly is successors our at directors as serve to elected were nominees director such All .removal or resignation 2024. in held shareholders of meeting general annual
to continue will ,Gruber Dafna .Ms and Haran Miriam .Dr ,directors external two our ,Additionally 26, January and 2027, 16, July until terms year-three respective their with accordance in serve .respectively 2028,
comprised be will Directors of Board our ,Meeting the at elected are nominees director the of all If Israeli the of requirements the to pursuant elected directors external two including ,directors 12 of .Law Companies



2019 July :Since Chairman Executive 2018 December :Since Director
as served Doppelt .Mr Previously .Corp Israel of Officer Executive Chief the as serves Doppelt .Mr Executive and ,)KEN :NYSE (company global a .,Ltd Holdings Kenon of Officer Executive Chief the Prior 2017. September to 2014 March from ,company generation power a .,Ltd Power IC of Chairman equity private s'Group Ofer the of Officer Executive Chief and founder the was Doppelt .Mr ,thereto .Mr .sectors technology and equity private the in investments numerous in involved was he where fund Capital XT as known formerly (Investments XT of Officer Executive Chief the as served has Doppelt debt and equity of offerings public several led actively has Doppelt .Mr 2001. since) Tech-Hi Ofer and experience business global and operational extensive has he and ,Europe and US the in offerings Prodalim of and ASA Group AKVA of director a as serves also Doppelt .Mr .companies growth with as and ,)OPC :TASE (.Ltd Energy OPC of Chairman as served Doppelt .Mr Previously .Ltd Investments degree BA a holds Doppelt .Mr .Ltd Melisron of and .Ltd Services Shipping Integrated Zim of director a degree MBA an and ,Technology of Institute Israel - Technion the from Management and Economics in .University Haifa from

Israel of chairman the ,Ltd Advisory Business Globe One of Officer Executive Chief the is Kaufman .Mr ,companies private other and .Ltd Energy OPC .,Ltd Holdings Kenon of member board a and .,Corp served Kaufman .Mr 2021, July until 2017 From .Ofer Idan .Mr with associated be may which of each Chief as 2017 until 2008 from and LLP) UK (Pacific Quantum of Officer Executive Chief the as .(Limited Advisory Pacific Quantum predecessor its and (LLP) UK (Pacific Quantum of Officer Financial .Ltd Amdocs at roles finance corporate senior different fulfilled Kaufman .Mr 2007, until 2002 From certified a is Kaufman .Mr .KPMG with positions consultancy various held Kaufman .Mr ,Previously of University Hebrew the from Economics and Accounting in degree BA a holds and accountant public .University Aviv Tel from Finance in degree MBA an and ,)distinction with (Jerusalem



2022 January :Since Director independent and Law Companies Israeli the under director External rules NYSE the under
irrigation precision a .,Ltd Netafim of Officer Financial Chief the as served Gruber .Ms ,recently Until Officer Financial Chief held Gruber .Ms ,Netafim joining to Prior 2025. to 2021 from ,company solutions .Ltd Systems Nice 2017, to 2015 from .Ltd Industries Clal including companies various in positions external an as serves currently Gruber .Ms 2007. to 1999 from .Ltd Alvarion and 2015, to 2007 from public certified a is Gruber .Ms ..Ltd Technologies Software Point Check and .Ltd Cellbrite of director .University Aviv Tel from Economics and Accounting in degree BA a holds and accountant

2021 March :Since Director rules NYSE the and Law Companies Israeli the under Independent
international an ,")Group Strauss (".Ltd Group Strauss of CEO and President as served Lesin .Mr Lesin .Mr 2018. to 2009 from ,Israel in company food largest the and company beverage and food .change social and global ,economic intense of time a through Group Strauss the led successfully than more ,operations international its strengthened Group Strauss the ,leadership his Under director a as serves currently Lesin .Mr .significantly profits its grew and ,value equity its doubled the on listed both ,Products Consumer Electra in director external an as and .Ltd .M.SH ORIAN in of College Aviv Tel the from ,laude cum ,management business in degree BA a holds Lesin .Mr .TASE .University Gurion Ben from ,laude cum ,degree MBA an and Management

Ltd) Israel (Pharm-Super of Board the of Chairman and Officer Executive Chief as served Reitblatt .Mr previously and Amorphical of Board Advisory the of Chairman the as serves Reitblatt .Mr .years 28 for board the of member and .Ltd LifeStyle of Board the of Chairman as ,positions other among ,served in degree BA a holds and ,accountant public certified a is Reitblatt .Mr .Ltd Israel Depot Office of of University the from degree MBA an and University Aviv Tel from Economics and Accounting .Berkeley ,California


Israeli the under qualifications all meets and rules NYSE under Independent one as classified formally not was but Director Independent for Law Companies

2021 July :Since Director independent and Law Companies Israeli the under director External rules NYSE the under
in years forty over for issues safety and management environmental in involved been has Haran .Dr a – Center Efficiency Resource Israel of chair as serving currently is Haran .Dr .positions key various streamlining by industry of impact environmental the reducing for center consulting and knowledge Sustainable for Center Weitz the of chair as serves Haran .Dr .etc ,water ,energy ,materials raw and electrical of company recycling Israeli major a – I.A.M of member board a and Development .Office s'Minister Prime the in Committee Safety Public the of Chair the as well as waste electronic of Scientist Chief and General Director Deputy ,General Director as served previously Haran .Dr MBA s'College Academic Ono of Head the as well as ,Protection Environmental of Ministry s'Israel ,corporate ,scientific numerous in served has Haran .Dr .Management Environmental in Program Environmental ,Council Consumer Israel the of Chair as served Haran .Dr .organizations public and of Member Board ,)ESC (.Ltd Company Services Environmental The of Member Board ,Consultant Israel for Institute Jerusalem the of Assembly General the of Member and .,Ltd Technologies BGN ,Biotechnology Unikoor at Researcher ,Laboratories .Y.A at Researcher Senior was Haran .Dr .Studies in University Rutgers at Researcher and ,University Hebrew the at Lecturer Senior and Researcher Haran .Dr 2010-2018. between ICL of director external an as served Haran .Dr .Jersey New ,Newark Organic in PhD a and Jerusalem of University Hebrew the from Sciences Natural in .Sc.B a holds .University Brandeis from Chemistry


.Mr ,recently Until .Studies Security National for Institute the of director a as serves Aminoach .Mr of partner founding the as and .Ltd Industries Aerospace Israel of director a as served Aminoach brigadier a ,Aminoach .Mr ,service military his In .Co & Aminoach Shtainmetz firm accounting the of Ministry the at Budgets of Head ,IDF the of Forum Staff General the of member a as served ,general ,Previously .Division Budget IDF the of Head and Staff of Chief IDF the to Advisor Financial ,Defense Audit the of Chairman and director as and .Ltd Investments Ofer at director as served Aminoach .Mr Board the of member a as served also Aminoach .Mr .group .Corp Israel the of .,Ltd Zim at Committee a holds and ,accountant public certified a is Aminoach .Mr .Center Medical Hadassah of Governors of (list honor s'Dean ,honors academic (University Aviv Tel from Economics and Accounting in degree BA .University Aviv Tel from Administration Business in degree MBA and

2016 February :Since Director
.Mr 2025, March In 2015. December since .Corp Israel of Officer Financial Chief as served has Kabla .Mr as served previously Kabla .Mr .Ltd Investments Prodalim of directors of board the to appointed was Kabla Financial Chief as appointment his to Prior .Ltd Semiconductors Tower and Ltd Refineries Oil of director a responsibilities with .,Corp Israel at roles executive senior various held Kabla .Mr .,Corp Israel of Officer management held Kabla .Mr ,career his in Earlier .relations investor and development business including an holds Kabla .Mr .KPMG of division acquisitions and mergers and finance corporate the in positions in degree .A.B a and) COMAS (Studies Academic Management of College the from Finance in .A.B.M .Israel in Accountant Public Certified a is Kabla .Mr .University Ilan-Bar from Accounting and Economics

she ,Lumenis joining Before .Ltd Lumenis of Officer Executive Chief the as serves Armon-Ozer .Ms Senior as served and .Ltd Industries Pharmaceutical Teva of activities market Japanese the headed VP as served also Armon-Ozer .Ms ,Previously .SanDisk at Marketing and Sales of President Vice .Point Check at director a is Armon-Ozer .Ms ,ICL to addition In .MSystems at Manager General& and Finance in degree MBA an and ,Economics in ,laude cum magna ,degree BA a holds Armon-Ozer .School Business Harvard the of graduate AMP an is she and ,University Aviv-Tel from Marketing

.sectors private and public the in positions leading various in experience of years 20 over has Shlomo .Mr of director a as and 2023, May since ,Institute Avshalom Haim the of chairman the as serves Shlomo .Mr private the in positions his of part As 2023. August since ,company public Israeli an .,Ltd Refinery Ashdod telecommunications and infrastructure ,energy Israeli to services consulting provided Shlomo .Mr ,sector ,sector public the in positions senior various in served Shlomo .Mr ,addition In .others among ,companies LLB an holds Shlomo .Mr 2023. January until 2021 June from Secretary Cabinet Israeli the as including .Business and Law for Center Academic Israeli the from law in degree

external two least at have to Law Companies Israeli the by required are we ,company Israeli public a As Company the to related not are they that ensure to criteria independence certain meet who directors .shareholder controlling our to or
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July on commenced term year-three second whose ,Haran Miriam .Dr :directors external two have We 2025. 27, January on commenced term year-three second whose ,Gruber Dafna .Ms and 2024, 17,

fundamental the recognizes and improvement continuous to committed is Directors of Board Our our that ensuring in play process evaluation committee and Directors of Board robust a role assessment confidential a conduct Directors of Board the of members the ,process evaluationself annual the In .effectively functions and composition optimal maintains Directors of Board .relevant as ,committees its and Board the of composition and oversight risk ,performance the of overall and effectiveness the reviews Directors of Board the ,process evaluation the of part As ,structure leadership board ,tenure director including ,Directors of Board the of composition meetings of advance in distributed materials the of scope and quality the ,sets skill and diversity Directors of Board the ensure to ,operations and executives Company to access s'board the and After .success future for Company the positions and shareholders of interests best the serves ,function secretariat corporate the with conjunction in ,committees and board the ,evaluations the identify to and process evaluation the during presented issues any upon improve to work conducted is evaluation-self formal this While .improvement further to lead may that opportunities Directors .year the throughout process ongoing an is process evaluation the ,basis annual an on whether ,year the throughout suggestions and ,feedback ,perspectives their share continuously .otherwise or sessions executive s'board the during
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accordance in operate which ,committees following the established has Directors of Board Our ,structure s'committee such ,things other among ,forth set that procedures or charters written with .authorities and responsibilities ,requirements membership and qualification ,operations of manner
| COMMITTEE NAME |
MAIN RESPONSIBILITIES |
COMMITTEE MEMBERS |
|---|---|---|
| AUDIT & ACCOUNTING (1) Statutory committee |
• Identifying and addressing flaws the in business management the of Company Review• and approve interested party transactions ; determine criteria for classification and approval of interested party transactions • Establishing whistleblower procedures • Overseeing the Company internal s' audit system the and performance of internal its auditor • Appointment , compensation , oversight scope and work of assessment the of Company s' independent accounting firm • Monitoring s'ICL financial statements the and effectiveness its of internal controls Ensure > the Company s' compliance with and legal regulatory requirements and adherence to corporate governance best practices • Overseeing risk s'ICL management , including monitoring the activities to manage and mitigate the identified risks |
Dafna Gruber (Chair( Miriam .Dr Haran Lior Reitblatt Gadi Lesin |
| HUMAN RESOURCES (2) & COMPENSATION Statutory committee |
• Recommending the to of Board Directors policy a governing the compensation officers of and directors on based specific criteria • Recommending the to of Board ,Directors time from time to updates , to such compensation policy • Reviewing the implementation the of compensation policy • Deciding whether to approve transactions with respect terms to office of and employment officers of and directors which ( require approval the by compensation committee under Israeli the Companies (Law • Approving under , certain circumstances an , exemption from shareholder approval the of a of terms candidate chief for executive officer who ( meets certain -non affiliation in ,criteria accordance the with provisions of Israeli the Companies (Law • Overseeing the Company bonus s' equity and plans • Overseeing evaluation top of management and employees • Overseeing succession planning |
Dr Miriam . Haran (Chair( Dafna Gruber Lior Reitblatt |
| CLIMATE , SUSTAINABILITY & COMMUNITY RELATIONS (3) Not statutory committee , advisory only |
• Overseeing ICL ,climate s' sustainability ,safety , environment water and management related and risks opportunities targets , policies , and programs • Overseeing s'ICL community outreach programs public , relations and advocacy • Overseeing diversity and inclusion aspects the in Company |
Dr Miriam . Haran ,Chair ( Environmental (Expert Sagi Kabla Gadi Lesin |
| FINANCING COMMITTEE (4) Not statutory committee , advisory only |
Overseeing s'ICL financing and equity management and operations , including loans equity , offerings hedging , debt , other and financial vehicles |
Sagi Kabla (Chair( Aviad Kaufman Paz Avisar Dafna Gruber |

and criteria independence certain meet who directors three least at of consist must Committee Audit the ,Law Companies Israeli the Under to addition In .director external an be to required is Committee Audit the of Chair The .directors external s'Company the of all include must to applicable requirements composition the with complies also Committee Accounting and Audit our ,law Israeli of requirements the meeting ,directors independent are Committee Accounting and Audit our of members All .rules SEC with and NYSE the on listed are that companies .S.U the of members the of all that determined has Directors of Board Our .requirements listing NYSE the and rules SEC in defined is term such as .rules NYSE the in provided as literate financially are Committee Accounting and Audit
criteria independence certain meet who directors three least at of consist must Committee Compensation the ,Law Companies Israeli the Under Compensation the of Chair The .members its of majority a constitute to required are who ,directors external s'Company the of all include and with accordance in service their for remunerated are Committee Compensation the of members The .director external an be must Committee are Committee Compensation and HR our of members All .directors external of compensation the govern which ,Regulations Compensation the .rules SEC and requirements listing NYSE the in defined is term such as directors independent also
our of power any exercise to authorized not is and committee statutory a not is Committee Relations Community and Sustainability ,Climate Our .only authority advisory has and Directors of Board
advisory has and Directors of Board our of power any exercise to authorized not is and committee statutory a not is Committee Financing Our .only authority
part As .matters regulatory on focused committee new a establish to resolved Board the 2025, 18, May on held meeting Directors of Board the At the in expected changes regulatory significant for preparedness s'company the ,things other among ,oversee will committee the ,mandate its of in concession new a allocating for processes the and concession Sea Dead the of expiration the to related preparations including ,years coming :members four of composed is It .authority making-decision hold not does and Board the to body advisory an as serves committee The 2030. .needed as or quarterly convene will committee The .Aminoach Reem and ,Haran Miriam .Dr ,Armon-Ozer Tzipi ,)Chair (Shlomo Shalom
| BOARD MEMBER |
BOARD MEETING |
& AUDIT ACCOUNTING COMMITTE |
HR & COMPENSATION COMMITTEE |
,CLIMATE SUSTAINABILITY AND COMMUNITY RELATIONS COMMITTEE |
FINANCING COMMITTE |
|---|---|---|---|---|---|
| Yoav Doppelt |
19/19 | ||||
| Aviad Kaufman |
19/19 | 2/2 | |||
| Avisar Paz |
19/19 | 2/2 | |||
| Dafna Gruber |
18/19 | 10/10 | 8/8 | 2/2 | |
| Gadi Lesin |
19/19 | 10/10 | 5/5 | ||
| Lior Reitblatt |
19/19 | 10/10 | 8/8 | ||
| Michal Silverberg |
19/19 | ||||
| Miriam Haran |
19/19 | 10/10 | 8/8 | 5/5 | |
| Reem Aminoach |
15/19 | 4/5 | |||
| Sagi Kabla |
18/19 | 5/5 | 2/2 | ||
| Ozer Tzipi Armon |
19/19 | ||||
| Shalom Shlomo |
19/19 |
.Adv ,Landman Aya & Officer Compliance Chief ,VP Secretary Corporate
2025 17, July

| Calculation of Adjusted EBITDA ) M\$US ( |
24'FY | 23'FY |
|---|---|---|
| Net income |
\$407 | \$687 |
| Financing expenses net , |
\$140 | \$168 |
| on Taxes income |
\$172 | \$287 |
| Less in Share : earnings -equity of accounted investees |
(\$1) | (\$1) |
| Operating income |
\$775 | \$1,141 |
| Depreciation and amortization |
\$596 | \$536 |
| Adjustments (1) |
\$98 | \$77 |
| Adjusted EBITDA |
\$1,469 | \$1,754 |
| Calculation Free of Cash Flow ) M\$US ( |
24'FY | 23'FY |
| flow Cash from operations |
\$1,468 | \$1,710 |
| Additions ,E&PP to intangible assets and , dividends from -equity accounted investees (2) |
(\$710) | (\$777) |
| Free flow cash |
\$758 | \$933 |
as well as expenses settlement other and dispute ,proceedings legal ,acquisitions from costs transaction and items related Divestment) 1( .costs restoration and closure for provision ,assets of disposal and impairment
.(E&PP (equipment and plants ,property of sale from proceeds includes Also) 2(
| Calculation of adjusted net income attributable ) M\$US ( |
24'FY | 23'FY |
|---|---|---|
| Net ,income attributable |
\$407 | \$647 |
| (1) Adjustments |
\$98 | \$77 |
| tax Total adjustments |
(\$21) | (\$9) |
| Adjusted net ,income attributable |
\$484 | \$715 |
| Calculation of Adjusted Diluted Earnings Per Share ,M\$US( excluding per share ) data |
24'FY | 23'FY |
| Adjusted net ,income attributable |
\$484 | \$715 |
| Weighted average- number diluted of ordinary shares outstanding in( (millions |
\$1,290 | \$1,291 |
| Adjusted diluted earnings per (2) share |
\$0.38 | \$0.55 |
as well as expenses settlement other and dispute ,proceedings legal ,acquisitions from costs transaction and items related Divestment) 1( .costs restoration and closure for provision ,assets of disposal and impairment
ordinary diluted of number average -weighted by attributable income net adjusted dividing by calculated is EPS diluted Adjusted) 2( .outstanding shares
.offs set and rounding to due up add not may Numbers :Note

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