I C L Gr o u p Lt d . May 31, 2024 NOTICE OF 2024 ANNUAL GENERAL MEETING OF
SHAREHOLDERS Impact for a sustainable future www .icl-gr oup.com
DEAR SHAREHOLDER, You are cordially invited to attend ICL Group Ltd.’s (“ICL”) 2024
Annual General Meeting to be held on Wednesday, July 17, 2024, at 10:00 a.m. (Israel time). The notice of the meeting, as well as items of business and voting instructions, are included in this document. I would like to take this opportunity and
provide an update on the recent developments at ICL and the broader context in which we operate. The past few months have presented us with a unique set of challenges, particularly in the fourth quarter, due to the war in Israel. Despite these
adversities, I am pleased to report that our efforts to minimize disruption and maintain production levels have been successful. Additionally, the majority of our employees who had been called up for military reserve service, have now resumed their
full-time roles at ICL. Despite these external factors, we were able to effectively manage those areas within our control, while swiftly reacting to a changing external environment throughout 2023. Our team did an excellent job managing our supply
chain amidst war, political tensions and market volatility. We also continued to gain efficiencies and drive down costs across the business. As a result, we were able to deliver a solid performance in 2023, following a record year in 2022. For the
full year, we reported sales of $7.5 billion with adjusted EBITDA of $1.8 billion(1). We also generated operating cash flow of more than $1.6 billion and $818 million of free cash flow, reflecting our continued focus on cashgeneration. For 2023, we
delivered $0.55 of adjusted earnings per share and distributed an annual dividend of $0.27 per share, in accordance with our long-standing policy to pay out up to 50% of adjusted net income to our shareholders. Our efficiency and cost savings
initiatives, which we put in place early in 2023, delivered ahead of plan. While we made some tough decisions to better position ourselves for the future, we also maintained our focus on expanding our strategic partnerships. As a result, we gained
market share across some of our key specialtiesbusinesses. We also expanded into additional new end-markets, with the groundbreaking of new advanced facilities and the launch of new innovative products, which will have a long-term impact on growth.
In conclusion, I would like to express my sincere gratitude for your continued support during these difficult times. I am confident that ICL will navigate these challenges and continue to build on its success. Sincerely yours, Raviv Zoller CEO and
President (1) Non-IFRS financials measures and reconciliation to IFRS measures are described in the accompanying proxy statement for the ICL 2024 Annual General Meeting and Appendix A thereto. 5 2/41
ITEMS OF BUSINESS The following items of business will be covered, as more fully
described in the accompanying proxy statement: 1. Re-election of Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo to serve as directors, effective
NOTICE OF MEETING The 2024 Annual GeneralMeeting of Shareholders (the “Meeting”) of ICL Group Ltd.(the “Company”) will be held: as of the date of the Meeting, until the next annual general meeting of At the offices of the Company, Millennium
shareholders of the Company or until any of their earlier resignation or Tower, 23 Aranha Street, removal; 22nd Floor, Tel Aviv, Israel and virtuallyvia 2. Re-election of Dr. Miriam Haran as an external director (within the meaning Microsoft Teams
at this link of the Israeli Companies Law, 1999) for a second three-year term; 3. Approval of an amendment to the Company’s Articles of Association in order to When: allow for indemnification and insurance of directors and officers under the
Israeli Wednesday, July 17, 2024 Economic Competition Law, 1988 (the “Israeli Competition Law”); 4. Subject to the approval of Proposal 3, approval of an amendment to the exemption, insurance and indemnification undertaking letter issued by the
Company to each of its directors and officers to allow for indemnification and insurance in connection withproceedings under the Israeli Competition Law; 5. Reappointment of Somekh Chaikin, a Member Firm of KPMG International, as the Company’s
independent auditor until the next annual general meeting of shareholders of the Company; and 6. Present and discuss our audited financial statements for the year ended December 31, 2023. 10:00 a.m. (Israel time) WHO IS ELIGIBLE TO RECEIVE NOTICE
AND VOTE If you are a holder of record of our Ordinary Shares as of the close of business on June 10, 2024 (the “Record Date”), you are entitled to receive notice of, and to vote in person or by proxy at, the Meeting or any adjournment or
postponement thereof. This also applies if you held Ordinary Shares through a bank, broker, or other nominee (i.e., in “street name”) that is one of our shareholders of record at the close of business on the Record Date, or which appeared in the
participant listing of a securities depository (such as the Depository Trust Company) on that date. If you held our Ordinary Shares through the Tel Aviv Stock Exchange (“TASE”) on the Record Date, you are also entitled to notice of the Meeting and
to vote at the Meeting or any adjournment or postponement thereof HOW CAN YOU VOTE The accompanying proxy statement includes important information about the Meeting and the voting process. ADDITIONAL Please read it carefully and remember to cast
your vote. INFORMATION Record holders: Shareholders of record can vote either by mailing in a proxy or in person by attending the Meeting.If you are a shareholder of record and will not attend the Meeting in person, you are requested to complete,
date, and Shareholders may review sign the enclosed form of proxy and return it promptly, no later than 48 hours before the Meeting, in the prethe full version of the addressed envelope provided. No postage is required if mailed in the United
States. If you are a shareholder proposed resolutions in the Proxy Statement as well as the accompanying proxy card, Beneficial holders: If your shares are held in a stock brokerage account or by a bank or other nominee, you via the website of the
U.S. Securities are considered the beneficial owner of shares held in “street name.” Your broker, bank, or nominee will and Exchange Commission at provide you with instructions that you must follow to have your shares voted. If you are a beneficial
www.sec.gov or via the holder and wish to vote in person at the Meeting, you must first obtain a “legal proxy” from your ISA’s electronic filing system at http://www.magna.isa.gov.il broker, bank, or nominee that holds your shares, giving you the
right to vote the shares at the Meeting. or the website of the TASE at Shares Traded on the TASE: If you hold your shares through a member of the TASE, you may http://www.maya.tase.co.il, vote your shares in person or by delivering or mailing (via
registered mail) your completed and also at our offices Hebrew written ballot (in the form filed by the Company via MAGNA, the online platform during regular business hours, upon prior coordination (Millennium Tower, 23 Aranha of the Israel
Securities Authority (“ISA”)) to the offices of the Company not less than Street, four hours prior to the time scheduled for the Meeting. Shareholders who hold shares through members of the TASE (whether attending the Meeting in person or voting
22nd Floor, Tel Aviv, Israel; Tel: +972-3-6844400), through a voting ballot) must deliver to the Company an ownership certificate until the Meeting. Our company’s representative confirming their ownership of our ordinary shares as of the Record
Date from the is Aya Landman, VP, Chief Compliance Officer & Corporate Secretary (Millennium Tower, 23 Aranha applicable TASE member, as required by the Israeli Companies Regulations (Proof Street, 22nd Floor, Tel Aviv, Israel; Tel: +972-3of
Ownership of Shares for Voting at General Meeting) of 2000, as amended. 6844435). Alternatively, shares held via a TASE member may be voted electronically via of record and attend the Meeting, you may revoke your proxy (if previously submitted) and
vote in person. the ISA’s electronic voting system up to six hours before the time fixed for the Meeting. Shareholders should receive instructions about electronic voting from the TASE member through which they hold their shares. By Order of the
Board of Directors, Aya Landman, Adv. VP, Chief Compliance Officer & Corporate Secretary May 31, 2024 6 3/40
ICL GROUP LTD. PROXY STATEMENT 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS This Proxy
Statement is furnished to the holders of Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Shares”), of ICL Group Ltd. (the “Company,” "ICL," “we,” “us” or “our”) in connection with the solicitation by the Board of Directors of the
Company (the “Board of Directors” or “Board”) of proxies for use at the 2024 Annual General Meeting of Shareholders (the “Meeting”),or at any postponement or adjournment thereof, pursuant to the accompanying Notice of 2024 Annual General Meeting of
Shareholders. The Meeting will be held on July 17, 2024, at 10:00 a.m. (Israel time), at the offices of the Company, Millennium Tower,23 Aranha Street, 22nd Floor, Tel Aviv, Israel and via Microsoft Teams (meeting URL:
https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NzdlMWZjYjEtZTU4OC00Y2E1LThmNDQtMTYxY2ViOGUwMDVl%40thread.v2/0?context=%7b%22Tid%22%3a% 22802762d2-02c4-4677-98ba-54060a234204%22%2c%22Oid%22%3a%22c24a4bb8-71f6-47d6-8612-141e27ea57a2%22%7d). If
you intend to participate in the meeting via Microsoft Teams, we recommend logging in at least fifteen minutes before the Meetingto ensure that you are logged in when the Meeting starts. DICLAIMER AND SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS This
This proxy statement may contain forward-looking statements within the meaning of the United States Private SecuritiesLitigation Reform Act of 1995 and other applicable securities laws. Whenever words such as “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” “predict,” “strive,” “target,” “up to,” “expansion,” or similar expressions are used, the Company is making forward-looking statements. Such forward-looking statements may include, but are not limited to, those that
discuss strategies, goals, targets, objectives, financial outlooks, corporate initiatives, our long-term business, financial targets and outlook, current expectations, existing or new products, existing or new markets, operating efficiencies, or
other non-historicalmatters. Because such statements deal with future events and are based on our current expectations, they could be impacted or be subject to various risks and uncertainties, including those discussed in the “Risk Factors” section
and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 14, 2024 (the “2023 Annual Report”), and in subsequent filings with the U.S. Securities and Exchange Commission (“SEC”) and the Israel
Securities Authority (“ISA”). Our strategies, business and financial targets, goals and objectives are subject to change from time to time. Therefore, actual results, performance or achievements of the Company could differ materially from those
described in or implied by such forward-looking statements due to various factors, including, but not limited to risk factors discussed under Item 3 – Key Information – D. Risk Factors in the 2023 Annual Report. Forward looking statements speak
only as of the date they are made and, except as otherwise required by law, the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements,
targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Readers, listeners and viewers are cautionedto consider these risks and uncertainties and to not place undue reliance on such
information. Forwardlooking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the
forward-looking statements. NON-IFRS FINANCIAL MEASURES Included in this proxy statement are financial measures that are not prepared in accordance with International Financial Reporting Standards (“IFRS”), such as EBITDA, adjusted EBITDA, adjusted
net income attributable to the Company’s shareholders, diluted adjusted earnings per share and net debt to adjusted EBITDA, which were designed to complement the financial information presented in accordance with IFRS. Our management uses these
non-IFRS measures to evaluate the Company's business strategies and performance. We believe that these non IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and
provide for greater transparencyof key measures used to evaluate our performance. These non-IFRS financial measures should be considered only as supplemental to, and not superior to, financial measures provided in accordance with IFRS. Other
companies may calculate similarly titled non-IFRS financial measures differently than the Company. Please refer to page 40 and Appendix A of this proxy statement for additional information about such non-IFRS financial measures and reconciliation
of the non-IFRS financial measures included in this proxy statement to the most directly comparable financial measures prepared in accordance with IFRS. 7 4/40
ICL PROXY SUMMARY This summary highlights certain information that you should
consider before voting on the proposals to be presented at the Meeting. This summary does notcontain all of the information that you should consider, and you should read theentire Proxy Statement and our 2023 Annual Report carefully before voting.
THE 2024 ANNUAL MEETING OF SHAREHOLDERS DATE: July 17, 2024 TIME: 10:00 a.m. Israel Time VIRTUAL MEETING : at this link RECORD DATE : June 10, 2024 WHERE TO FIND INFORMATION CORPORATE WEBSITE: www.icl-group.com INVESTOR WEBSITE:
https://investors.icl-group.com 2023 ANNUAL REPORT: https://s27.q4cdn.com/112109382/files/doc_ financials/2023/ar/20F-Final-2023_Accessibility.pdf VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS PROPOSAL BOARD RECOMMENDATION PAGE .1
Re-election of ten directors to serve until the next annual general meeting of shareholders of the Company or until any of their earlier resignation or removal FOR each director 20 .2 Re-election of Dr. Miriam Haran to serve as an external
director, within the meaning of the Israeli Companies Law, 1999, for a second three-year term FOR 20 .3 Approval of an amendment to the Company’s Articles of Association in order to allow for indemnification and insurance of our directors and
officers under the Israeli Economic Competition Law, 1988 FOR .4 Subject to the approval of Proposal 3, approval of an amendment to the exemption, insurance and indemnification undertaking letter issued by the Company to each of its directors and
officers to allow for indemnification and insurance in connection with proceedings under the Israeli Competition Law, 1988 .5 Reappointment of Somekh Chaikin, a Member Firm of KPMG International, as the Company’s independent auditor until the next
annual general meeting of shareholders of the Company 21 FOR 21 FOR 22 5/408
EXECUTING OUR STRATEGY In 2024, ICL will remain focused on executing our five-year
plan, leveraging new opportunities in our specialties businesses, with consistent cost discipline, and resolve to deliver innovative and sustainable solutions to our customers around the world. This is in line with our strategy to be leaders in
specialty/downstream businesses based on our unique mineralresources, customer relationships, and technological ingenuity,as we optimize the commodity value of our resources. TARGETING GLOBAL LEADERSHIP ACROSS SPECIALTIES BUSINESSES Expanding
long-term specialties focus & increasing capacity to enable growth in specialties FOCUS ON IMPACT BASED ON SUSTAINABILITY CHALLENGES Committing to challenging ESG KPI’s, as well as driving ICL’s diversity and inclusion EXPANDING ICL’S
INNOVATION CULTURE AND ECOSYSTEM (ICL DNA) Investing in R&D to innovate and expand our specialty product portfolio DRIVE COLLABORATION AND PARTNERSHIPS TO BENEFIT ALL OUR STAKEHOLDERS Maintaining focus on long-term customer relationships and a
sustainable supply chain OPTIMIZE CAPITAL ALLOCATION Continued focus on cash generation, and generating returns to our shareholders while capitalizing on business expansion opportunities, based on a strong balance sheet 9 6/40
BUSINESS DEVELOPMENTS DURING 2023 Throughout the fiscal year of 2023, with a
particular emphasis on the fourth quarter, we demonstrated effective management of our internal operations while simultaneously adapting to an evolving external environment. Our team exhibited resilience in managingour supply chain amidst global
challenges such as war, political instability, and market fluctuations. Furthermore, we persistently pursued efficiency gains and cost reductions across all business sectors. Consequently, we were able to maintain robust performancein 2023,
following a record-setting year in 2022. For the entire year, we reported sales amounting to $7.5 billion and adjusted EBITDA of $1.8 billion. We maintained a consistent focus on cash flow throughout 2023, generating an operating cash flow
exceeding $1.6 billion and free cash flow of $818 million. Our prioritization of cash flow and agility became increasingly crucial post-October 7, 2023, as we navigated through production and logistical challenges while expediting additional
efficiency measures. In 2023, we delivered $0.55 of adjusted earnings per share and distributed an annual dividend of $0.27 per share, as part of our long-standing policy to distribute dividends to our shareholders. The efficiency and cost-saving
initiatives that we implemented early in 2023 were executed ahead of schedule. While we made some challenging decisions to better position ourselves for the future, we also sustained our focus on expanding our strategic partnerships. As a result,
we increased our market share across several of our key specialty businesses. We concluded 2023 with fourth-quarter sales of $1.7 billion and adjusted EBITDA of $357 million. Although sales experienced a year-over-year decline as anticipated, they
exhibited an increase compared to 2021. FINANCIAL PERFORMANCE 2023 US$M ex. Per share FY’22 FY’23 Sales $10,015 $7,536 Net income, attributable to the Company’s shareholders $2,159 $647 Adjusted net income, attributable to the Company’s
shareholders $2,350 $715 Diluted earnings per share $1.67 $0.50 Adjusted diluted earnings per share $1.82 $0.55 Adjusted EBITDA $4,007 $1,754 US$M ex. Per share FY’22 FY’23 GHG Emissions 2,407 2,288 Incident Rate 0.62 0.70 Percent of women in
senior leadership 23% 25% Community investment $14.5 $7.1 2023 NON-FINANCIAL PERFORMANCE 10 7/40
CORPORATE GOVERNANCE HIGHLIGHTS We are dedicated to upholding the highest standards
of corporate governance, recognizing its fundamental role in guiding our operations and shaping our ethical framework. Guided by our mission of – ‘doing the right thing, in the right way, everyday’, our commitment extends beyond compliance; it
reflects our dedication to fostering a culture that prioritizes integrity, ethical conduct, transparency and accountability in all aspects of our business practices. By embedding robust governance systems and principles, we aim to not only meet,
but exceed, the expectations of our stakeholders. This commitment underscores our mission to Impact for a Sustainable Future, driving us to integrate sustainability into every aspect of our decisionmaking processes, while ensuring transparency,
responsibility, and value creation. Our Board of Directors oversees the management of ICL’s business. We have robust governance systems in place, encompassing policies and processes that delineate the roles and responsibilities of both our Board
and the Senior Management team. Presented in this page key highlights of these practices and policies. BOARD GENDER DIVERSITY Assuming all of the director nominees are elected at the Meeting, our board of directorswill include 33% female
representation (4 out of 12). Assuming all of the director nominees are elected at the Meeting, our board of directors will include 33% female representation (4 out of 12). ICL is committed to increasing the percentage of female representation in
our board to 45% by the end of 2028. EXTERNAL & INDEPENDENT DIRECTORS As an Israeli publicly traded company, we are required by the Israeli Companies Law, 1999(the “Israeli Companies Law”), to haveat least two external directors serving on our
board of directors. Such external directors must be completely independent, unaffiliated with the Companyor the controlling shareholder. External directors are elected, by law, for a period of three consecutive years, to preserve their
independence. All the members of our Audit & Accounting and HR & Compensation Committees are independent under the Israeli CompaniesLaw and the NYSE rules. % OF INDEPENDENT DIRECTORS Assuming all of the director nominees (including the
externaldirector nominee) are elected at the Meeting, 8 out of 12 of our directors (67%) will be independent. None of our director nominees sit togetheron the board of directors of any otherpublic company. DIRECTOR MEETING ATTENDANCE 97% Attendance
at all 2023 Boardof Directors meetings (excluding Mr. Ovadia Eli who concluded his tenure as an ICL director on May 10, 2023). BOARD OF DIRECTORS ELECTIONS At each annual meeting of shareholders of ICL, each director,who is not an ‘external
director’ under Israeli law, is elected to holdoffice for a one-year term expiringat the next annual meeting of shareholders of ICL. The Board includes 6 new directors who have joined since 2020. ANNUAL BOARD OF DIRECTORS EVALUATIONS Annual
self-evaluationsare conducted by our Board of Directors. NEW DIRECTORS ON-BOARDING & DIRECTORS’ TRAININGS The Company has a tailored and robust onboarding program for new directors, aimed to familiarize new directors with key topics. The
program is formalized and tailored with consideration to the unique backgrounds, experiences and expected committee responsibilities of each new director. CLIMATE, SUSTAINABILITY & COMMUNITY ENGAGEMENT We are committed to protecting our
employees, the environment, and the communities in which we operate. Our actions are governed by our Climate, Sustainability & Community Relations committee (the “CSC Committee”). Our CSC Committee, chaired by Dr. Miriam Haran, a seasoned
environmental expert, oversees ICL’s: (1) climate, sustainability, safety, environment, and water management related risks and opportunities, targets, policies and programs; (2) community outreach programs, public relations and advocacy, and (3)
diversity and inclusion aspects inthe Company. 11 8/40
DIRECTOR NOMINEES table below shows summary information about each nominee for
election as a director and an external director at the Meeting, as well as our additional external director. NOMINEE FOR ELECTION AS DIRECTOR AGE DIRECTOR SINCE INDEPENDENT UNDER THE COMPANIES LAW COMMITTEE MEMBERSHIP UNDER THE NYSE RULES Yoav
Doppelt (chairman of the Board) 55 December 2018 and as CoB since July 2019 (*) Aviad Kaufman 53 March 2014 (*) Avisar Paz 67 April 2001 (**) Lior Reitblatt 66 November 2017 Reem Aminoach 66 Sagi Kabla A&A COMP CSC FIN ° ° v v March 2017 (***)
v 47 February 2016 (*) Tzipi Ozer Armon 58 January 2020 v v Gadi Lesin 57 March 2021 v v Michal Silverberg 47 July 2022 (***) v Shalom Shlomo 46 January 2024 v v v v ° ° ° ° ° • ° Our External Director standing for reelection at the AGM Dr. Miriam
Haran 74 Our additional External Director (not standing for reelection at the AGM) Dafna Gruber 58 January 2022 v v (*) Messrs. Yoav Doppelt, Aviad Kaufman and Sagi Kabla are not considered independent directors under the Companies Law and NYSE
rules by virtue of the positions they hold, or previously held, with our controlling shareholder or in the Company. (**) The Board expects Mr. Paz to begin to qualify as an independent director under NYSE corporate governance rules in July 2024.
The Board will assess Mr. Paz’s independence in July 2024. (***) Mr. Reem Aminoach and Ms. Michal Silverberg meet all qualifications under the Companies Law for Independent Director but were not formally classified as ones. • A&A - Audit &
Accounting Committee | CSC - Climate, Sustainability & Community Relations Committee | Committee Chair Comp - HR & Compensation Committee | Fin – Financing Committee | ° Committee Member 12 9/40
BOARDOFDIRECTORSSKILLSMATRIX The Company's Board of Directors has adopted guidelines
for institutionalizing and improving the structure and composition of the Board of Directors, reflecting, among other things, the Company's ambition to maintain a diverse composition of its board of directors, which represents diverse backgrounds,
expanding skillsets and experience, and encompasses a wide range of special expertise, such as high-levelmanagerial experience in acomplex organization; strong global experience; skills and experience in dealingwith complex issues; experiencewith
strategy setting; experience inmanaging global businesses, workingwith emerging markets and business development experience in high-volume businesses; experience in corporate governance, sustainabilityandenvironmentalexpertise,
riskmanagementandregulation,andgenderdiversity. The guidelines further include guiding principles for the appointment of external directors in the Company. In addition, the Company strives to have a board of directors comprised of directors with
the following expertise: industry expertise; corporate governance expertise; environmental, biodiversity and climate expertise; logistics and operational expertise and safety expertise. Accordingly, the Company strives to integratewithin its board,
directorswith expertise in such areas,whether with new appointmentsoruponreplacementofadirector'svacantposition. Further information regarding the composition of our Board of Directors is detailed hereunder in our Board competence profilematrix:
YoavDoppelt Executive Chairman oftheBoard Aviad Kaufman Avisar Paz Lior Reitblatt Reem Aminoach Sagi Kabla Tzipi Ozer Armon Gadi Lesin Dr. Miriam Haran Dafna Gruber Michal Silverberg Shalom Shlomo Leadership experience in managing companies,
associations and networks Industry/Commercial expert other economic sectors Finance, financial reporting, law and compliance Sustainabilitytopics Accounting and auditing, sustainability reportingandriskmanagement Innovation, research &
development and technology Digitalization, IT, businessmodels andstart-ups Human resources, society, communicationsand themedia 10/40
DIRECTOR NOMINEE COMPOSITION HIGHLIGHTS The Board of Directors considers the
qualifications of each director candidate and the overall composition of the Board. We are committed to diversity and a balance of tenure that brings experience as well as new perspectives to Board deliberations 4 TENURE OF OUR 7 INDEPENDENT
DIRECTOR NOMINEES 33% GENDER DIVERSITY WOMAN 67% 3 MAN EXECUTIVE COMPENSATION OVERVIEW Our executive compensation program’s total direct compensation includes a traditional base salary, with additional guaranteedsalary items such as: social
benefits, social and related provisions, Company car and reimbursement of telephone expenses, short-term incentives tied to financial, operational, and strategic performance and long-term incentives linked to share price performance. 2023 PAY MIX
The following charts illustrate the mix of the fixed compensation (base salary and guaranteed compensation items), as well as the short- and long-term incentive compensation that comprised the 2023 total direct compensation for Mr. Zoller and
theaverage total direct compensation for the 5-top earning executive officers as a group, represented by each compensation component. 31.5% Fixed Comp 47.4% 18.1 % LTI STI 2023 CEO PAY MIX 50.4 2023 5-TOP EXECUTIVE EARNERS PAY MIX % LTI 17.1% 35.5
% STI Fixed Comp COMPENSATION PRACTICES AND POLICIES As an Israeli public company, we are required to adopt a compensation policy for Office Holders, as such term is defined in the Israeli Companies Law, once every three years. Our current
Compensation Policy, which reflects our executive compensation philosophy and creates a coherent system of rules and principles for compensation and incentives for these executives, was approved in 2022 by our HR & Compensation Committee, Board
of Directors and our shareholders by a special majority (of noncontrolling and disinterested shareholders), in that order. WHAT WE DO? A majority of the targeted total direct compensation is at-risk and tied to performance We maintain an
appropriate balance between short-term and long-term compensation to provide appropriate balance between short- and long-term decision making and discourage excessive risk taking Our executive compensation is governed by a strict compensation
policy, approved by our shareholders by a special majority once every three years Our HR & Compensation Committee is an independent committee, comprised of independent directors only In 2023, we adopted a Compensation Recoupment Policy(“claw
back”). This policy requires us to reasonably promptly recover incentive-based compensation received by executive officers in the event of certain restatements of the Company’s financial statements. In addition, our Compensation Policy includes a
claw back provision that is applicable to variable compensation of Office Holders (as such term is defined in the Israeli Companies Law). WHAT DON’T WE DO? We do not award uncapped incentives that could contribute to excessive risk taking We do not
reprice options under our equity plan We do not enter into executive employment agreements without an ability to terminate the agreement within a framed time cap 14 11/40
VOTING INFORMATION 14 WHO CAN VOT 14 OUTSTANDING ORDINARY SHARES 14 MATTERS TO BE
VOTED ON 14 QUORUM 15 VOTE REQUIRED FOR APPROVAL OF THE PROPOSALS 16 HOW YOU CAN VOTE 16 CHANGE OR REVOCATION OF PROXY 17 SOLICITATION OF PROXIES 17 ADDITIONAL INFORMATION 17 DATE OF INFORMATION 17 PRINCIPAL SHAREHOLDERS TABLE OF CONTENTS BUSINESS
OF THE MEETING 20 PROPOSAL 1 – RE-ELECTION OF DIRECTORS 20 PROPOSAL 2 – RE-ELECTION OF EXTERNAL DIRECTOR 21 PROPOSAL 3 – AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION, TO ALLOW FOR INDEMNIFICATION AND INSURANCE IN CONNECTION WITH PROCEEDINGS
UNDER THE ISRAELI COMPETITION LAW PROPOSAL 4 - AMENDMENT OF THE EXEMPTION, INSURANCE AND INDEMNIFICATION UNDERTAKING LETTER ISSUED BY THE COMPANY TO ITS DIRECTORS AND OFFICERS, TO ALLOW FOR INDEMNIFICATION AND INSURANCE IN 21 CONNECTION WITH
PROCEEDINGS UNDER THE ISRAELI COMPETITION LAW 22 PROPOSAL 5 - RE-APPOINTMENT OF AUDITOR 22 FINANCIAL STATEMENTS 22 SHAREHOLDERS PROPOSALS 23 OTHER BUSINESS CORPORATE GOVERNANCE BOARD OF DIRECTORS 25 RISK MANAGEMENT 25 EXECUTIVE COMPENSATION 25
DIRECTORS COMPENSATION 25 NON-EXECUTIVE DIRECTORS 25 CASH COMPENSATION AND FEES 26 2023 SUMMARY OF DIRECTORS COMPENSATION 33 KEY INFORMATION ABOUT OUR BOARD 34 BOARD OF DIRECTORS BIOGRAPHY 37 EXTERNAL DIRECTORS 37 BOARD EFFECTIVENESS REVIEW 38 NEW
DIRECTOR ON-BOARDING & DIRECTORS’ TRAININGS 26 EXECUTIVE CHAIRMAN OF THE BOARD’S COMPENSATION 27 SENIOR MANAGEMENT COMPENSATION 27 OUR COMPENSATION PHILOSOPHY 38 BOARD COMMITTEES 39 BOARD AND COMMITTEES’ MEETINGS ATTENDANCE IN 2023 29 SHORT
TERM INCENTIVE – THE ANNUAL BONUS COMPONENT 30 EXECUTIVE CHAIRMAN OF THE BOARD (CoB) STI FORMULA, AS SET FORTH IN THE COMPANY’S COMPENSATION POLICY 30 THE CEO’S STI FORMULA, AS SET FORTH IN THE COMPANY’S COMPENSATION POLICY 31 EXECUTIVE OFFICERS
STI REQUIREMENTS, AS SET FORTH IN 31 THE COMPANY’S COMPENSATION POLICY 40 Appendix A – Reconciliation of Non-IFRS Measures Full Year 2023 Annex A – Annotated Articles of Association Annex B – Annotated Exemption, Insurance and Indemnification
Undertaking Letter FIVE-HIGHEST EARNERS STI PAYOUT IN 2023 15 12/14
1. VOTING INFORMATION 13/40
WHO CAN VOTE You are entitled to notice of, and to vote in person or by proxy at, the
Meeting or any adjournment or postponement thereof, if you are a holder of record of our Ordinary Shares as of the close of business on June 10, 2024 (“Record Date”). You are also entitled to notice of the Meeting and to vote at the Meeting or any
adjournment or postponement thereof if you held Ordinary Shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on the Record Date, or which appeared in the participant listing of a
securities depository (such as the Depository Trust Company) on that date, and if you held your shares through the TASE on that date. See below “How You Can Vote.” OUTSTANDING ORDINARY SHARES There were 1,314,471,225 Ordinary Shares outstanding on
May 28, 2024. MATTERS TO BE VOTED ON You will be asked to vote on the following items of business:: 1. Re-election of Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal
Silverberg and Shalom Shlomo to serve as directors, effective as of the date of the Meeting, until the next annualgeneral meeting of shareholders of the Company or until any of their earlier resignation or removal; 2. Re-election of Dr. Miriam
Haran to serve as an external director of the Company, within the meaning of the Israeli Companies Law, 1999 (the “Israeli Companies Law”), for a second three-year term; 3. Approval of an amendment to the Company’s Articles of Association, to allow
for indemnification and insurance of directors and officers under the Israeli Economic Competition Law, 1988 (the “Israeli Competition Law”); 4. Subject to the approval of Proposal 3, approval of an amendment to the exemption, insurance and
indemnification undertaking letter issued by the Company to each of its directors and officers to allow for indemnification and insurance in connection with proceedings under the Israeli Competition Law; and 5. Reappointment of Somekh Chaikin, a
Member Firm of KPMG International, as the Company’s independent auditor until the next annual general meeting of shareholders of the Company. At the Meeting, following the matters to be voted on as detailed above, we will also present and discuss
our audited financial statements for the year ended December 31, 2023, as previously made available to our shareholders as part of our 2023 Annual Report, which may be accessed via the SEC’s website at www.sec.gov and the ISA’s website at
http://www.magna.isa.gov.il (reference number 2024-02-022207), as well as via the “Investor” section of our Company’s website, www.icl-group.com. The Company currently is not aware of any other matters that will come before the Meeting. If any
other matters properly come before the Meeting, or any adjournment or postponement thereof, the persons designated as proxies may vote in accordance with their judgment on such matters. QUORUM Two or more shareholders holding in the aggregate more
than 50% of the outstanding voting power in the Company, present in person or by proxy, written ballot or via the ISA’s electronic voting system, and entitled to vote, will constitute a quorum at the Meeting. If within half an hour from the time
scheduled for the Meeting a quorum is not present, the Meeting shall be adjourned to July 24, 2024, at the same time and place. If a quorum is not present within half an hour from the time scheduled for the adjourned meeting, then two shareholders
with voting rights, who hold in the aggregate at least one-third of the Company’s issued share capital, who are present, in person or by proxy, written ballot or via the ISA’s electronic voting system, shall constitute a quorum. This notice will
serve as notice of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders. In the case of joint holders of Ordinary Shares, pursuant to Article 75
of the Articles of Association of the Company, the vote ofthe most senior of such joint holders who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) ofthe other joint holder(s). For this purpose, seniority
will be determined by the order in which the names stand in the Company’s Shareholders Register. Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers that hold their customers’ shares in street
name sign and submit proxies for such shares, and vote such shares on some matters but not on others. This occurs when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are
permitted to vote on “routine” matters, but not on non-routine matters. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum purposes. 14/40
VOTE REQUIRED FOR APPROVAL OF THE PROPOSALS Each Ordinary Share is entitled to one
vote upon each of the proposals to be presented at the Meeting. The affirmative vote of the holders of a majority of the voting power in the Company represented at the Meeting, in person or by proxy, written ballot or via the ISA’s electronic
voting system, and voting on the matter, is required for the approval of each of the proposals. In addition, the approval of the re-election of Dr. Haran as an external director under Item 2 is also subject to the fulfillment of one of the
following additional voting requirements: (i) at least a majority of the shares of non-controlling shareholders and shareholders who do not have a personal interest in the resolution (other than a personal interest that is not the result of the
shareholder's relationship with a controlling shareholder) voted in favor of the election of the external director (abstentions and broker non-votes are disregarded); or (ii) the total number of shares voted against the election of the external
director by shareholders referred to in clause (i) does not exceed two-percent (2%) of the outstanding voting power in the Company. In addition, the approval of the amendment of the exemption, insurance and indemnification undertaking letter issued
by the Company to directors and officers under Item 4 shall also be subject to the fulfillment of one of the following additional voting requirements: (i) at least a majority of the shares of non-controlling shareholders and shareholders who do not
have a personal interest in the proposal voted in favor of the proposal (abstentions and broker non-votes are disregarded); or (ii) the total number of shares voted against the proposal by shareholders referred to in clause (i) does not exceed
two-percent (2%) of the outstanding voting power in the Company. The Israeli Companies Law requires that each shareholder voting on Item 2 (the re-election of Dr. Haran as an external director) and Item 4 (the amendment of the exemption, insurance
and indemnification undertaking letter for directorsand officers) inform the Company, prior to voting on such proposals at the Meeting, if the shareholder has a personal interest in the proposals (in the case of Item 2, excluding a personal
interest that is not related to the shareholder's relationship with a controlling shareholder); otherwise, a shareholder’s vote will not be counted for the purposes ofItems 2 and 4. In accordance with regulations promulgated under the Israeli
Companies Law, a shareholder voting via proxy card or written ballot on Items 2 and 4 will be deemed to have confirmed that he/she/it does not have a personalinterest in such proposals, unless the shareholder has delivered a written notice to the
Company notifying of the existence of a personal interest no later than 10:00 a.m. (Israel time) on July 16, 2024. Any such written notice must besent to the Company via registered mail at the Company’s offices at Millennium Tower, 23 Aranha
Street, 22nd Floor, TelAviv, Israel; Attention: Aya Landman, VP, Chief Compliance Officer & Corporate Secretary. All other shareholders voting on Items 2 and 4 are required to indicate via the ISA’s electronic voting system, or, if voting in
person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in Items 2 and 4 (in the case of Item 2, excluding a personal interest that is not related to a relationship with
a controlling shareholder); otherwise, any such shareholder’s vote will not be counted for the purposes of such proposals. Under the Israeli Companies Law, a “personal interest” of a shareholder in an act or transaction of a company (i) includes a
personal interest of (a) any of the shareholder’s relatives (i.e., spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing); and
(b)a company with respect to which the shareholder or any of the shareholder’s relatives (as defined above) owns at least 5% ofthe outstanding shares or voting rights, serves as a director or chief executive officer or has the right to appoint one
or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Israeli Companies Law, in the case of a person voting by proxy, “personal interest” includes the personal
interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes and
abstentions are not considered votes cast on that proposal. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for voting purposes. Therefore, it is important for a
shareholder that holds Ordinary Shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count towards the vote tally for a given proposal. 15/40
HOW YOU CAN VOTE How you vote depends on whether you are shareholder of record,
shareholder in “street name” or shareholder who holds shares that are traded on the TASE. You are a shareholder of record if the share certificate or book-entry position is registered in your name at our transfer agent. You are considered the
beneficial owner of shares held in “street name” if your shares are held in a stock brokerage account or by a bank or other nominee. You are considered a shareholder who holds shares that are traded in TASE if your shares are held through a member
of the TASE. SHAREHOLDER OF RECORD You may attend and vote in person at the Meeting or may submit your vote by completing, signing and submitting (in the enclosed, postage-paid envelope) the enclosed proxy card. Unless otherwise indicated
specifically on the form of proxy, Ordinary Shares represented by any proxy in the enclosed form will be voted in favor of all the matters to be presented at the Meeting, as recommended by the Board of Directors. To be valid, a proxy must be
properly executed and received by our transfer agent or at the offices of the Company no less than 48 hours prior to the time scheduled for the Meeting (i.e., 10:00 a.m. (Israel time) on Monday, July 15, 2024), unless a shorter period is determined
by the chairman of the Meeting. SHAREHOLDER IN “STREET NAME” Your broker, bank or nominee will provide you with instructions that you must follow in order to have your shares voted. If you are a beneficial holder and wish to vote in person at the
Meeting, you must first obtain a “legal proxy” from your broker, bank or nominee that holds your shares giving you the right to vote the shares at the Meeting. HOLDER OF SHARES TRADED ON TASE You may vote your shares in person or by delivering or
mailing (via registered mail) your completed Hebrew written ballot (in the form filed by the Company via MAGNA, the online platform of the ISA), to the offices of the Company no less than four hours priorto the time scheduled for the Meeting, at
the address set forth above, attention: Aya Landman, VP, Chief Compliance Officer & Corporate Secretary. Shareholders who hold shares through members of the TASE (whether attending the Meeting in person or voting through a voting ballot) must
deliver to the Company an ownership certificate confirming their ownership of our ordinary shares as of the Record Date from the applicable TASE member, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at
General Meeting) of 2000, as amended. Alternatively, shares held via a TASE member may be voted electronically via the ISA’s electronic voting system, up to six hours before the time fixed for the Meeting. Shareholders should receive instructions
about electronic voting from the TASE member through which they hold their shares. If you are a beneficial owner of shares held through a TASE member and you wish to vote in person at the Meeting, you must deliver to us an Ownership Certificate, as
of the Record Date, issued by that member of the TASE. CHANGE OR REVOCATION OF PROXY Shareholders of record may revoke the authority granted by their execution of proxies by delivering to the Company a written notice of revocation or duly executed
proxy bearing a later date, provided such revocation notice or later-dated proxy is receivedby the Company at least 48 hours before the Meeting, unless a shorter period is determined by the chairman of the Meeting, orby attending the Meeting and
voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If your shares are held in “street name,” you may change your vote by submitting new voting instructions to
your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person. If you are a beneficial owner of shares
registered in the name of a member of the TASE and wish to change your voting instructions, you may change your vote (i) by attending the Meeting and voting in person, by presenting a valid ownership certificate (as of the Record Date); (ii) by
delivering a later-dated duly executed Hebrew written ballot, together with a valid ownership certificate (as of the Record Date), to the Company’s offices no later than four hours prior to the designated time of the Meeting, or (iii) by following
the relevant instructions for changing your vote via the ISA electronic voting system by no later than six hours before the time set for the Meeting 17 16/40
SOLICITATION OF PROXIES Proxies for use at the Meeting are being solicited by the
Board of Directors of the Company. Proxies are being mailed to shareholders on or about June 12, 2024, and will be solicited mainly by mail. The Company will bear the cost for the solicitation of the proxies, including postage, printing and
handling, and will reimburse the reasonable expenses of brokerage firms and othersfor forwarding material to beneficial owners of Ordinary Shares. In addition, certain officers, directors, employees and agent of the Company, none of whom will
receive additional compensation therefor, may solicit proxies by telephone, e-mail or otherpersonal contact. ADDITIONAL INFORMATION Financial and other information about the Company is available under ICL’s profile on the SEC website at www.sec.gov
and the ISA’s website at http://www.magna.isa.gov.il, as well as via the “Investor” section of our Company’s website, www.icl-group.com. In addition, any shareholder who would like to receive a copy of our 2023 Annual Report may do so free of
charge by contacting our registered head office at the following address: ICL Group Ltd. Millennium Tower, 23 Aranha Street, 22nd Floor, Attention: Aya Landman, VP, Chief Compliance Officer & Corporate SecretaryTel: +972-3-6844435 Email:
Aya.Landman@icl-group.com Any documents referred to in this proxy statement, and any information or documents available on the SEC, ISA, TASE or any other website including our own, are not incorporated by reference into this proxy statement unless
otherwise specified. DATE OF INFORMATION The information contained in this proxy statement is given as of May 29, 2024, unless otherwise specified. PRINCIPAL SHAREHOLDERS The following table presents as of May 28, 2024 (unless otherwise noted
below) the beneficial ownership of our Ordinary Shares, as determined in accordance with rules of the SEC, by each person who is known by us to be the beneficial owner of 5% or more of our outstanding Ordinary Shares. The data presented is based on
information provided to us by the holders or disclosed in public regulatory filings. The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC and
the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any
shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all common shares held by that person. SHAREHOLDER ORDINARY SHARES NUMBER BENEFICIALLY OWNED (1) PERCENTAGE Israel Corporation Ltd. (2) 567,012,091 43.98% Migdal Insurance & Financial Holdings
Ltd. (3) 78,690,320 6.10% H arel In su ra n ce In vestm en ts & Fin a n cia l Services Ltd. (4) 70,590,979 5.47% A ltsh u ler Shaham Ltd. (5) 64,691,143 5.01% The Phoenix Holdings Ltd. (6) 64,690,757 5.01% 18 17/40
1. The percentages shown are based on 1,289,881,389 Ordinary Shares issued and
outstanding as of May 28, 2024 (after excluding shares held byus or our subsidiaries). 2. Israel Corp. is a public company listed for trading on the TASE. Based on the information provided by Israel Corp., Millenium Investments Elad Ltd.
(“Millenium”) and Mr. Idan Ofer are considered as controlling shareholders jointly of Israel Corp., for purposes of the Israeli Securities Law, 1968 (the “Israeli Securities Law”) (each of Millenium and Mr. Idan Ofer hold shares in Israel Corp.
directly, and Mr. Idan Ofer serves as a director ofMillenium and has an indirect interest in it as the beneficiary of the discretionary trust that has indirect control of Millenium, as stated below). As of December 31, 2023, Millenium held
approximately 44.71% of the issued share capital (and 45.14% of the voting rights) in Israel Corp., which held as of December 31, 2023 approximately 43.98% of the voting rights and approximately 43.15% of the issued share capital of the Company. To
the best of Israel Corp.’s knowledge, Millenium is held by Mashat (Investments) Ltd. (“Mashat”) and by XT Investments Ltd. (“XT Investments”), with 84.73% and 15.27% holdings in its issued share capital, respectively. Mashat is wholly owned by
Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is a wholly owned subsidiary of Jelany Corporation N.V. (registered in Curaçao), which is wholly owned subsidiary of the Liberian company, Court
Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Oferis the beneficiary. XT Investments is wholly owned by XT Holdings Ltd. (“XT Holdings”). To the best of Israel Corp.’s knowledge, ordinary shares of XT
Holdings are held in equal shares by Orona Investments Ltd. (which is indirectly controlled by Mr. Ehud Angel) and by Lynav Holdings Ltd. ("Lynav"), which is controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary. Mr. Ehud
Angel holds, among other things, a special share that grants him, inter alia, under certain limitations and for certain issues, an additional vote on the Board of Directors of XT Holdings. As of December 31, 2023, Lynav also held directly 1.26% of
the issued share capital (and 1.27% of the voting rights) of Israel Corp. In addition, Kirby Enterprises Inc., which is to the best of Israel Corp.’s knowledge, indirectly held by the same trust that holds Mashat, in which, as stated, Mr. Idan Ofer
is the beneficiary, holds approximately 0.75% of the issued share capital and voting rights of Israel Corp. Furthermore, Mr. Idan Ofer held directly approximately 3.93% of the issued share capital (and approximately 3.97% of the voting rights) of
Israel Corp.as of December 31, 2023. 3. Based solely upon and qualified in its entirety with reference to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) with the SEC on January 31, 2024. According to the Schedule
13G, of the 78,690,320 Ordinary Shares reported as beneficially owned by Migdal (i) 78,690,320 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are
managed by direct and indirect subsidiaries of Migdal, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 7,229,615 Ordinary Shares are held by companies for the management
of funds for joint investments in trusteeship, each of which operates under independent management and makes independent voting and investment decisions, and (iii) 0 are beneficially held for their own account (Nostro account). 4. Based solely upon
and qualified in its entirety with reference to a Schedule 13G/A filed by Harel Insurance Investments & Financial Services Ltd. (“Harel”), with the SEC on January 30, 2024. According to the Schedule 13G/A, of the 70,590,979 Ordinary Shares
reported as beneficially owned by Harel (i) 67,917,056 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or index-linked securities and/or insurance policies,
which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 1,962,970 Ordinary Shares are held by third-party client accounts managed by a
subsidiary of Harel as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 710,953 Ordinary Shares
are beneficially held for its own account. 5. Based solely upon and qualified in its entirety with reference to a Schedule 13G filed by Altshuler Shaham Ltd. (“Altshuler”), with the SEC on January 17, 2023. According to the Schedule 13G, of the
64,691,143 Ordinary Shares reported as beneficially owned by Altshuler (i) 61,312,442Ordinary Shares are held by provident and pension funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler,
(ii) 3,378,702 Ordinary Shares are held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., a wholly-owned subsidiary of Altshuler; and (iii) 263,100 Ordinary Shares are held by hedge funds managed by Altshuler Shaham Owl,
Limited Partnership, an affiliate of Altshuler-Shaham. Mr. Gilad Altshuler may be deemed to possess shared investment authority with respect to all of the foregoing Ordinary Shares due to his indirect 44.81% interest in Altshuler-Shaham, as well as
his serving in various investment managementcapacities for Altshuler-Shaham and its subsidiaries and affiliates. The foregoing provident and pension funds, mutual funds and hedge funds, are managed for the benefit of public investors and not for
the economic benefit of the foregoing reporting persons. Each of the foregoing reporting persons lack authority with respect to the voting of all of such Ordinary Shares. 6. Based solely upon and qualified in its entirety with reference to a
Schedule 13G/A filed by The Phoenix Holdings Ltd. (“Phoenix”), with the SEC on December 28, 2023. According to the Schedule 13G/A, the 64,690,757 Ordinary Shares reported therein are beneficially owned by various direct or indirect, majority or
wholly-owned subsidiaries of Phoenix (the “Phoenix Subsidiaries”). The Phoenix Subsidiaries manage their own funds and/ or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or
provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Phoenix Subsidiaries operates under independent management and makes its own independent voting and investment decisions. 19 18/40
2. BUSINESS OF THE MEETING 20 19/40
PROPOSAL 1 / RE-ELECTION OF DIRECTORS Ten directors are standing for re-election to
the board of directors for a one-year term ending at the next annual meeting of shareholders of the Company. Shareholders can vote for, or against, or withhold their vote from, each individual nominee. Each of the director nominees has confirmed
that he or she complies with all requirements of a director under the Israeli Companies Law, possesses the necessary qualifications and is able to dedicate sufficient time to fulfill his or her duties as a director of the Company, taking into
consideration our company’s size and special needs. If elected at the Meeting, non-executive directors (including our external directors, within the meaning of the Israeli Companies Law) will be compensated in accordance with the regulations
promulgated under the Israeli Companies Law governing the compensation of external directors (the “Compensation Regulations”). In addition, if elected at the Meeting, the director nominees will continue to benefit from the indemnification,
insurance and exemption agreements that we previously issued to them, as may be amended at the Meeting (see Proposal 4), and from directors’ and officers’ liability insurance as we shall procure from time to time. The Company also covers and/or
reimburses its directors for expenses (including travel expenses) incurred in connection with meetings of the Board of Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with the
Company's Compensation Policy and the Compensation Regulations. See “Section Three – Corporate Governance” for additional information. Our Board of Directors recommends a vote FOR the re-election of each of the director nominees named in this proxy
statement PROPOSAL 2 / RE-ELECTION OF EXTERNAL DIRECTOR Dr. Miriam Haran was appointed to serve as external director (within the meaning of Israeli law) for an initial three-year term on July 14, 2021. Accordingly, Dr. Miriam Haran is standing for
re-election at the Meeting to serve as an external director for a second three-year term. If elected at the Meeting, Dr. Haran will continue to serve as the chair of our HR & Compensation Committee and of our Climate, Sustainability &
Community Relations Committee. Dr. Haran has confirmed that she complies with all requirements of an external director under the Israeli Companies Law, possesses the necessary qualifications and is able to dedicate sufficient time, to fulfill her
duties as an external director. ICL's Board of Directors determined that Dr. Haran is an independent director under the rules of the NYSE. In addition, the Board of Directors has determined that Dr. Haran qualifies as an “expert external director”,
as defined in regulations promulgated under the Israeli Companies Law. If elected at the Meeting, Dr. Haran will be compensated according to the fixed annual and per meeting fees payable to an expert external director under the Compensation
Regulations. In addition, if elected, Dr. Haran will continue to benefit from the indemnification, insurance and exemption agreement that we previously issued to her, as may be amended at the Meeting (seeProposal 4), and from directors’ and
officers’ liability insurance as we shall procure from time to time. The Company also coversand/or reimburses its directors, including external directors, for expenses (including travel expenses) incurred in connection with meetings of the Board of
Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with the Company's Compensation Policy and the Compensation Regulations. See “Section Three – Corporate Governance” for
additional information. Our Board of Directors recommends a vote FOR the re-election of Dr.Haran to serve as an external director for a second three-year term. 23 20/40
PROPOSAL 3 / AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION, TO ALLOW FOR
INDEMNIFICATION AND INSURANCE IN CONNECTION WITH PROCEEDINGS UNDER THE ISRAELI COMPETITION LAW Under the Israeli Companies Law, the Israeli Securities Law and the Israeli Competition Law, an Israeli company may exculpate, indemnify and insure its
directors and officers against certain liabilities and expenses incurred for acts performed by them as directors and officers of the company, subject to certain limitations, and in each case provided that a provision authorizing such exculpation,
indemnification and insurance is contained in its articles of association. Our current Articles of Association allow us to exculpate, indemnify and insure our office holders (as defined in he Israeli Companies Law) for liabilities and expenses
imposed on them as a consequence of an act which was performed by virtue of being an office holder of the Company (within the meaning of the Israeli Companies Law), to the fullest extent permitted by the Israeli Companies Law and the Israeli
Securities Law; however, they do not currently allow for indemnification and insurance of directors and officers in accordance with the Israeli Competition Law. Under the Israeli Competition Law, a company may indemnify or insure an officer or
director for reasonable expenses (including legal fees) incurred as a result of a proceeding instituted against such officer or director under the Israeli Competition Law. We therefore propose to amend our Articles of Association in order to expand
the indemnification, exemption and insurance provisions to allow us to indemnify and insure our directors and officers to the fullest extent permitted by the Israeli Competition Law. The full text of the proposed amendments to the Articles of
Association is annotated on the Articles of Association attached hereto as Annex “A”. The summary above is qualified in its entirety by reference to the full text of the annotated Articles of Association attached hereto as Annex “A”. Our Board of
Directors recommends a vote FOR the approvalof the amendment of the Company’s Articles of Association PROPOSAL 4 / AMENDMENT OF THE EXEMPTION, INSURANCE AND INDEMNIFICATION UNDERTAKING LETTER ISSUED BY THE COMPANY TOITS DIRECTORS AND OFFICERS, TO
ALLOW FOR INDEMNIFICATION AND INSURANCE IN CONNECTION WITH PROCEEDINGS UNDER THE ISRAELI COMPETITION LAW Subject to shareholder approval at the Meeting of the proposed amendments to the Articles of Association (see Proposal 3), we further propose
to amend the exemption, insurance and indemnification undertaking letter (the “Indemnification Undertaking”) issued by the Company to each of its directors and officers to allow the Company to indemnify its directors and officers for expenses,
including reasonable litigation expenses and legal fees, incurred by the director or officer in his/her capacity as an officer holder of the Company as a result of proceedings conducted under the Competition Law. If the shareholders shall not
approve the proposed amendments to the Articles of Association (under Proposal 3) and/or the Indemnification Undertaking (under this Proposal 4), the existing Indemnification Undertakings issued by the Company to its directors and officers shall
remain in full force and effect. The full text of the proposed amendments to the Indemnification Undertaking is annotated on the Indemnification Undertaking attached hereto as Annex “B”. The summary above is qualified in its entirety by reference
to the full text of the annotated Indemnification Undertaking attached here to as Annex “B”. Our Board of Directors recommends a vote FOR the approval of the amendment to the exemption, insurance and indemnification undertaking letter issuedby the
Company to each of its directors and officers. 24 21/40
PROPOSAL 5 / RE-APPOINTMENT OF AUDITOR Pursuant to the approval and recommendation of
our Audit and Accounting Committee and Board of Directors, the shareholders will be asked to approve the reappointment of Somekh Chaikin, a Member Firm of KPMG International (“KPMG”), independent certified public accountants in Israel, as our
independent auditor until the next annual general meeting of the shareholders of the Company. Our Board of Directors recommends a vote FOR the re-appointment of Somekh Chaikin, a Member Firm of KPMG International, as the independent auditors of the
Company until the Company's next annual general meeting of shareholders. Our Pre-Approval for Audit and Non-Audit Services Policy specifies the scope of permitted non-audit services provided by our external auditor so that its independence is not
compromised by other services. All audit and permitted non-audit services provided by our external auditor are pre-approved by our Audit and Accounting Committee. All services performed by our auditor in 2023 complied with our Pre-Approval for
Audit and Non-Audit Services Policy and professional standards and securities regulations governing auditor independence. In accordance with our Articles of Association, our Board of Directors has the authority to determine the fees paid to our
independent auditor. As contemplated by the Sarbanes-Oxley Act of 2002, our Board of Directors has delegated this authority toour Audit and Accounting Committee. The following table sets out the following fees for professional services billed by
KPMG for services rendered in each of the respective years: CATEGORY 2023 2022 US$ THOUSANDS 3,963 4,468 30 377 Tax Fees (3) 1,262 822 Total 5,255 5,667 Audit Fees (1) A u d it-R ela ted Fees ( 2 ) 1. Audit fees are the aggregate fees billed or
expected to be billed for the audit of our annual financial statements. This category also includes services that are generally provided by the independent accountant, such as consents and review of documents filed with the SEC. 2. Audit-related
fees are the aggregate fees billed for assurance and related services rendered during the years ended December 31, 2023 and 2022, that are reasonably related to the performance of the audit and are not reported under audit fees. 3. Tax fees are the
aggregate fees billed for professional services rendered during the years ended December 31, 2023 and 2022, for tax compliance, tax advice, and tax planning, assistance with tax audits and appeals. FINANCIAL STATEMENTS At the Meeting, the audited
consolidated financial statements of the Company for the fiscal year ended December 31, 2023, which are included in the 2023 Annual Report, will be presented. The SEC maintains a website that contains reports, proxy and information statements and
other information that we file electronically with the SEC at http://www.sec.gov. These SEC reports are also available on our website at www.icl-group.com under “Investors—Reports—Financial Reports”. Shareholders may request to receive paper copies
at no charge by submitting a request in writing to our Corporate Secretary at the following address: Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 6120201, Israel, Attention: Corporate Secretary SHAREHOLDER PROPOSALS Any shareholder
of the Company who intends to present a proposal at the 2024 Annual General Meeting of Shareholders must satisfy the requirements of the Israeli Companies Law and regulations thereunder. Any such shareholder(s) may presentproposals for
consideration at the Meeting by submitting their proposals in writing to our Corporate Secretary at the following address: Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, 6120201, Israel, Attn.: ICL Corporate Secretary, no later than
June 6, 2024. 22/40
OTHER BUSINESS Other than as set forth above, we are not aware of any other business
to be transacted at the Meeting. If any other matters are properly presented at the Meeting, Ordinary Shares represented by executed and unrevoked proxies will be voted by the persons named in the enclosed form of proxy upon such matters in
accordance with the judgment and recommendation of theBoard of Directors. 26 23/40
3. CORPORATE GOVERNANCE 24/40
RISK MANAGEMENT At ICL, enterprise risk management (“ERM”) is deeply ingrained within
our corporate culture, serving as a foundational framework essential for anticipating and effectively navigating uncertainties, risks, and opportunities. Recognizing the inherent presence of risk across all aspects of our operations, we prioritize
robust risk management as a cornerstone of sound corporate governance. A well-executed risk management strategy not only helps us achieve our objectives but also enhances our decision-making processes, ensures compliance with regulatory
requirements and internal policies, and provides assuranceregarding the effectiveness of our control. Our risk governance structure, and the defined roles and responsibilities for key functions, is based on the “3 lines of defense” model. Our Board
of Directors and respective committees, are highly committed to ensuring that risk management is implemented across ICL, overseeing the effectiveness of our risk framework. Their oversight includes monitoring pivotal corporate risks, aligned with
our risk appetite, ensuring they align with our strategic objectives and values and monitoring their mitigation plans. Under the guidance of our CEO, our dedicated Global Executive Committee (GEC) takes direct ownership and is responsible for the
direct oversight of enterprise risk management, ensuring that ICL’s risk management framework is implemented, risk management responsibilities are delegated, and that risk management is integrated into all business activities. Furthermore, the GEC
periodically reviews and approves ICL’s corporate risk register reports and updates of risks and mitigation plans, and emerging risks. In 2023, ICL appointed a dedicated EVP as Chief Risk Officer. Together with the Global Risk Director, they serve
as a second line of defense, comprising a professional global function. Furthermore, each division has a dedicated Risk Leader promoting all risk activities within divisions, in accordance with ERM routines. Our governance structure is designed to
effectively cascade our ERM process throughout our entire organization, combining top-down and bottom-up approaches. This ensures that all units, regardless of their geography and size, deploy the same process, utilizing identical taxonomy and
assessment criteria. This approach enables us to maintain a holistic view of the entire ICL risk profile. Our global policy that outlines our ERM vision, commitment, risk governance, risk appetite, routines, and processes, which are reviewed
annually. EXECUTIVE COMPENSATION DIRECTORS COMPENSATION The approval of our director’s compensation is governed by Israeli law. Under the Israeli Companies Law, compensation of directors generally requires the approval of the Company’s HR &
Compensation Committee, the Board of Directors and the shareholders, in that order. Generally, the approval of the HR & Compensation Committee and the Board of Directors must be in accordance with the Company’s compensation policy, except in
special circumstances and subject to certain conditions, in whichcase the shareholder approval must be by a special majority. NON-EXECUTIVE DIRECTORS Each of our non-executive directors (including our external directors, within the meaning of the
Israeli Companies Law) are compensated in accordance with the Compensation Regulations. The Compensation Regulations set minimum and maximumamounts of cash compensation (an annual fee and per meeting fees), depending on the Company’s shareholders’
equity. Generally, shareholder approval is not required for director compensation payable in cash (annual and per meeting fees) up to the maximum amounts set forth in the Compensation Regulations. CASH COMPENSATION AND FEES The per meeting fees
vary in accordance with the qualification of the non-executive directors, depending on whether the director is qualified as an “Expert Director” under the Compensation Regulations. The fees are currently as follows: EXPERT DIRECTORS NON-EXPERT
DIRECTOR US$ Fixed Annual F e e approximately 44,000 Per M eetin g F e e approximately 1,672 approximately 1,254 The Company also covers and/or reimburses its directors for expenses (including travel expenses) incurred in connection with meetings
of the Board of Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with the Company’s Compensation Policy and the Compensation Regulations. Our Board members also benefit from
directors’ and officers’ liability insurance and indemnification and exemption arrangements entered into withthem. For further information, see “Item 6 – Directors, Senior Management and Employees – C. Board Practices – Insurance
andIndemnification” in the 2023 Annual Report. 27 25/40
2023 SUMMARY OF DIRECTORS COMPENSATION The aggregate compensation paid by us to our
non-executive directors for the year ended December 31, 2023, was approximately $840,000. This amount includes annual and per meeting fees but does not include business travel and expenses reimbursed to directors. The following table sets out the
approximate compensation earned by each individual who served as a non-executive director during the year ended December 31, 2023 (amounts exclude VAT): FIXED ANNUAL FEE AGGREGATE PER MEETING FEES Aviad Kaufman 43,509 37,120 — 80,628 Avisar Paz
43,509 34,110 — 77,619 Dafna Gruber 43,509 45,146 — 88,654 Gadi Lesin 43,509 44,142 — 87,651 Lior Reitblatt 43,509 46,149 — 89,658 Michal Silverberg 43,509 28,091 4,523 76,122 Dr. Miriam Haran 43,509 55,178 — 98,687 TOTAL US$ Ovadia Eli (2) 11,735
7,775 — 19,510 Reem Aminoach 43,509 22,071 — 65,580 Sagi Kabla(3) 43,509 46,818 — 90,326 Tzipi Ozer-Armon 43,509 21,402 — 64,911 1. Includes business travel and expenses. 2. Mr. Eli concluded his tenure as an ICL director on May 10, 2023. 3. Mr.
Kabla, Israel Corp.'s Chief Financial Officer, has requested that his director cash compensation be assigned and paid directly to Israel Corp. For additional details see “NON-EXECUTIVE DIRECTORS” above. EXECUTIVE CHAIRMAN OF THE BOARD'S
COMPENSATION Mr. Doppelt's compensation terms as our Executive Chairman of the Board were approved by the Company’s HR & Compensation Committee and Board of Directors on January 31, 2022 and February 8, 2022, respectively, and by our
shareholdersat the Annual General Meeting held on March 30, 2022. Mr. Doppelt's compensation terms are in effect for three years from July 1, 2022, and his compensation terms are as follows: Annual Cost Annual fixed cost of employment of NIS
1,800,000 (approximately $489,000) Short-Term Incentive Entitlement to an annual cash bonus, calculated according to the short-term incentive (“STI”) formula set forth in the Company’s Compensation Policy. Target STI- NIS 1,200,000 (approximately
$331,000). Maximum STI - NIS 1,200,000 (approximately $331,000). For details regarding Mr. Doppelt’s STI formula as well as for the 2023 STI payout, see below "Short-Term Termination Arrangement GRANT GRANT Incentive – The Annual Bonus Component"
Six-month adjustment period and six-month advance notice period TYPE FOR YEAR 2022-2024 DATES OF GOVERNANCE BODIES' APPROVALS March 30, 2022 Options HR & Comp. Committee 31.1.22 & 6.2.22 Board 8.2.22 GRANT VALUE (ILS) 9 million (3 million
per annum) AMOUNT OF EXPIRATION OPTIONS DATE 1,055,100 March 30, 2027 Shareholders (Annual GM) 30.3.22 VESTING SCHEDULE The options will vest in three equal tranches, upon each of the three anniversaries of the grant date. Options fully accelerate
if Mr. Doppelt ceases to provide services within 12 months following a change of control (other than in the event of termination for cause). 1. The Equity awards were granted pursuant to the Company’s Equity Compensation Plan (2014), as amended in
June 2016. Other than the agreement with Mr. Doppelt in his capacity as Executive Chairman of the Board, described above, and the acceleration of equity awards upon termination of director service under certain circumstances, we do not have any
written agreements with any current director providing for benefits upon the termination of such directors' relationship with us. 28 26/40
SENIOR MANAGEMENT COMPENSATION OUR COMPENSATION PHILOSOPHY The design and philosophy
of our executive compensation program closely links financial performance and strategy execution resulting awards, supporting our efforts to attract, motivate and retain the brightest talent with skills across a diverse range ofcapabilities. An
emphasis on long-term incentives (equity-based compensation) focuses our executives on long-term success and aligns compensation with shareholders’ interests. The compensation structure is designed to support the delivery of financial performance
while demonstrating a commitment to operating safely, reliably and in a manner that is proactively consistent with our Environmental, Social and Governance (ESG) commitments. ESG performance targets are regularly included as part of the annual
short term incentive plan of all executive officers, to reflect our commitment to create impactful solutions for humanity’s greatest sustainability challenges. Accordingly, for 2023, our HR & Compensation Committee and Board of Directors set
annual key performance indicators (“KPIs”) for our executive management, that incorporate improvement of specific ESG targets, including: health & safety performance (IR improvement targets), environmental performance (water savings, waste
reduction, greenhouse gas (“GHG”) emissions reduction targets, aimed to eventually achieve science based targets, as further detailed in “Item 4 – Information On The Company — B. Business Overview - Task Force on Climate-related Financial
Disclosures (TCFD)" of the 2023 Annual Report), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures and rankings, diversity andgender equality improvement targets, energy
efficiency, green products, product carbon footprints calculations, and more. The aggregate compensation amount incurred by us with respect to all of the members of our senior management (Global Executive Committee – GEC) as of December 31, 2023,
was approximately $12 million for the year 2023. This amount includes an annual provision for pension or other retirement benefits for our senior management of approximately $1 million. In 2023, the Company adopted a Compensation Recoupment Policy
as required under, and in accordance with, the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the NYSE Listed Company Manual. Effective as of October 2, 2023, this policy requires us to
reasonably promptly recover incentive-based compensation received by executive officers in the event of certain restatements of the Company’s financial statements due to material noncompliance with any financial reporting requirement under U.S.
federal securities laws. The amount to be recovered under this policy is calculated (on a pre-tax basis) based on the excess of the amount received by the executive officer over the amount that would have been received had the amount been
calculated based on the restated financial statements. A copy of this policy is attached as Exhibit 4.7 to the 2023 Annual Report. The following table and accompanying notes describe the compensation incurred for the year 2023 with respect to the
five highest earning senior officers of ICL for such period, as provided in the 2023 Annual Report. DETAILS OF THE RECIPIENT NAME PAYMENTS FOR SERVICES POSITION SCOPE OF POSITION BASE SALARY COMPENSATION (1) BONUS (STI) (2) EQUITY BASED
COMPENSATION (LTI)(3) TOTAL US$ THOUSANDS Raviv Zoller President & Chief Executive Officer Yoav Doppelt Executive Chairman Invests significant of the Board portion of his time Elad Aharonson President, Growing Solutions Division Chief Financial
Officer Aviram Lahav Lilach Geva-Harel 100% 805 1,157 668 1,852 3,677 411 491 219 1,007 1,717 100% 402 566 233 561 1,350 100% 383 550 237 446 1,233 EVP, Chief Legal and 100% Sustainability Officer 263 405 176 369 950 1. The salary items
(compensation) column set out in the above table includes all of the following components: base salary, customary social benefits, customary social and related provisions, Company car and reimbursement of telephone expenses. The compensation is
inaccordance with the Company's Compensation Policy. 2. The annual bonuses (STI awards) to officer holders for 2023, including the top-five earners in 2023, were approved by our HR & Compensation Committee and Boardof Directors on February 11,
2024 and February 13, 2024, respectively. 3. The expense for share-based payment compensation is calculated according to IFRS and is recognized in the Company’s statement of income over the vesting period of each part of the grant. The amounts
reported in this column represent the expense recorded in the Company’s financial statements for the year ended December 31, 2023 (the “Audited Financial Statements”) included in the 2023 Annual Report, with respect to equity-based compensation
granted to the senior officer. For details regarding the Company's equity compensation plans, see Note 19 to our Audited Financial Statements. 29 27/40
Five highest earning senior officers' employment terms summary, according to their
employment agreements: #FN SENIOR OFFICER EMPLOYMENT TERMS 1. On April 18, 2023 and April 20, 2023, our HR & Compensation Committee and Board of Directors, respectively, approvedan Raviv Zoller immaterial amendment to Mr. Zoller’s compensation
terms, as included in his employment agreement from July, 2018 (and amended in July 2019) (“Mr. Zoller’s Employment Agreement”), exercising their authority as granted under Section 272(d) of the Israeli Companies Law, which permits a non-material
amendment to an existing transaction solely with the approval of the Compensation Committee (the “Immaterial Amendment”) inasmuch that the amendment complies with the Company’s Compensation Policy. The Immaterial Amendment resulted in an increase
of approximately 9.2% in Mr. Zoller's overall compensation terms, as of December 31, 2023, are as follows: Base salary: - Annual base salary of ~NIS 3.1 million (approximately $841,000), or - Monthly base salary of ~NIS 258,000 (approximately
$70,000). STI – Annual Bonus: Mr. Zoller’s STI target is ~NIS 3.4 million (approximately $937,000), as of December 31, 2023. Mr. Zoller’s maximum STI is ~NIS 4.4 million (approximately $1.2 million). For information regarding Mr. Zoller’s
STIformula, performance and payout in 2023, see below “Short-Term Incentive - The Annual Bonus Component”. LTI – Equity: There was no change to Mr. Zoller’s LTI component under the Immaterial Amendment. Mr. Zoller is entitled to an annual LTI
(equity) grant of NIS 5.3 million (approximately $1.5 million), or any other amount per vesting annum, as determined and approved by the Company's authorized governance bodies, including by the Company's shareholders. On February 6, 2022, February
8, 2022, and March 30, 2022, our HR & Compensation Committee, Board of Directors and shareholders, respectively, approved a three-year LTI award to Mr. Raviv Zoller, for the years 2022- 2024, in the form of non-marketable options, with value of
NIS 5.5 million (approximately $1.5 million) per vesting annum. For details regarding Mr. Zoller's equity-based compensation grants, see Note 19 to our Audited Financial Statements; Termination arrangements: there was no change to Mr. Zoller’s
termination terms under the ImmaterialAmendment, which remain as follows: - 12-months advance notice period in case of termination by the Company (not for cause) or 6-months advance notice in case of resignation; - Additional severance equal to the
last base salary multiplied by the number of years that Mr. Zoller served as ICL’s President & CEO. In accordance with Mr. Zoller’s Employment Agreement, all compensation items per Mr. Zoller’s Employment Agreement, are indexed to the Israeli
Consumer Price Index (CPI). The Immaterial Amendment complies with all of the Company's Compensation Policy requirements. All other cash and non-cash benefits payable to our senior executives pursuant to our policies in effect from time to time,
including but not limited to, pension, study fund, disability insurance, Company car, gross up, etc., as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. 2. Yoav Doppelt For details
regarding Mr. Doppelt’s compensation terms as our Executive Chairman of the Board, see above ‘Executive Chairman of the Board's Compensation’, as well as the Short-Term Incentive (Annual Bonus) Component section below. 3. Elad Aharonson Monthly
base salary: ~NIS 125,000 (approximately $34,000), as of December 31, 2023. Mr. Aharonson’s base salary may be updated twice a year according to the rise in the CPI in the months that have passed since the previous update. 2023 STI: Mr. Aharonson’s
target STI is 75% of his annual base salary. For details regarding Mr. Aharonson’s STI performance and payout in 2023, see below “Short-Term Incentive Annual Bonus Component”. LTI: The equity-based compensation amount in the above table reflects
the expense that was recognized for Mr. Aharonson’s LTI in the Company’s 2023 Financial Statements. Termination arrangements: Advance notice period of 6 months. All other benefits customary in the Company, such as regular provisions for pension and
severance, disability fund, Company car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. 30 28/40
#FN SENIOR OFFICER EMPLOYMENT TERMS 4. On February 14 and 16, 2023, our HR and
Compensation Committee and Board of Directors, respectively, approveda Aviram Lahav change to Mr. Lahav’s compensation mix, such that as of March 2023, Mr. Lahav’s compensation terms are as follows: Monthly base salary: ~NIS 122,000 (approximately
$33,000), as of December 31, 2023. Mr. Lahav’s base salary may be updated twice a year according to the rise in the CPI in the months that have passed since the previous update. 2023 STI: Mr. Lahav’s target STI is 75% of his annual base salary. For
details regarding Mr. Lahav’s STI performanceand payout in 2023, see below "Short-Term Incentive Annual Bonus Component". LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Lahav’s LTI in
the Audited Financial Statements. Termination arrangements: advance notice period of 6 months. All other benefits customary in the Company, such as regular provisions for pension and severance, disability fund, Company car, gross up, as well as the
exemption, insurance and indemnification arrangements applying to the Company’s office holders. 5. Lilach Geva-Harel Monthly base salary: ~NIS 82,000 (approximately $22,000), as of December 31, 2023. Mrs. Geva Harel’s base salary may be updated
twice a year according to the rise in the CPI in the months that have passed since the previous update. 2023 STI: Mrs. Geva Harel’s target STI is 75% of her annual base salary. For details regarding Mrs. Geva Harel’s STI performance and payout in
2023, see below “Short-Term Incentive Annual Bonus Component”. LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mrs. Geva Harel’s LTI in the Audited Financial Statements. Termination
arrangements: Advance notice period of 6 months. All other benefits customary in the Company, such as regular provisions for pension and severance, disability fund, Company car, gross up, as well as the exemption, insurance and indemnification
arrangements applying to the Company’s office holders. SHORT TERM INCENTIVE – THE ANNUAL BONUS COMPONENT Our Annual Short Term Incentive Plan is a key element in supporting our pay-for-performance philosophy. Each Executive Officer’s annual
incentive opportunity is determined by performance in certain components, with an emphasis on key operating and financial metrics, including ESG targets. The Annual Incentive Plan for 2023 continued to include strategic metrics at both ICL and
operating segment levels to measure and reward initiatives critical to the longer-term success of the organization. The incentive targets continue to be set as a percentage of salary for most executives, with actual payouts based on a performance
multiplier dependent on the achievement of predetermined annual goals. ESG performance targets are included as part of the annual short term incentive plan of all executive officers, to reflect our commitment to create impactful solutions for
humanity’s greatest sustainability challenges, including: health & safetyperformance (IR improvement targets), environmental performance (water savings, waste reduction and GHG emissions reduction targets, aimed to eventually achieve
science-based targets (SBTi)), suppliers sustainability performance (relatedto TfS/Ecovadis assessments), climate-change and climate related disclosures and rankings, diversity and gender equality improvement targets, energy efficiency, green
products, product carbon footprints calculations, and more. On February 11, 2024 and February 13, 2024, our HR & Compensation Committee and Board of Directors, respectively, approved the annual short-term incentive awards to our office holders
for 2023, including the top-five earners in 2023 among ICL’s senior officers, in accordance with the Company’s Compensation Policy, and according to the criteria set forth above. 31 29/40
SHORT TERM INCENTIVE – THE ANNUAL BONUS COMPONENT Our Annual Short Term Incentive
Plan is a key element in supporting our pay-for-performance philosophy. Each Executive Officer’s annual incentive opportunity is determined by performance in certain components, with an emphasis on key operating and financial metrics, including ESG
targets. The Annual Incentive Plan for 2023 continued to include strategic metrics at both ICL and operating segment levels to measure and reward initiatives critical to the longer-term success of the organization. The incentive targets continue to
be set as a percentage of salary for most executives, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual goals. ESG performance targets are included as part of the annual short term incentive
plan of all executive officers, to reflect our commitment to create impactful solutions for humanity’s greatest sustainability challenges, including: health & safety performance (IR improvement targets), environmental performance (water
savings, waste reduction and GHG emissions reduction targets, aimed to eventually achieve science-based targets (SBTi)), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures and
rankings, diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations, and more. On February 11, 2024 and February 13, 2024, our HR & Compensation Committee and Board of
Directors, respectively, approved the annual short-term incentive awards to our office holders for 2023, including the top-five earners in 2023 among ICL’s senior officers, in accordance with the Company’s Compensation Policy, and according to the
criteria set forth above. EXECUTIVE CHAIRMAN OF THE BOARD (CoB) STI FORMULA,AS SET FORTH IN THE COMPANY’S COMPENSATION POLICY > The STI Target for the CoB represents the conceptual payout amount for 100% performance level (i.e., achieving
weighted 100% of all targets) in a given year. The STI Target for the CoB shall not exceed 120% of the CoB's annual base salary. > STI Threshold: If either ICL’s adjusted operating income and/or adjusted net income actual performance, as
adjusted according to the pre-defined profit adjustments list that is listed in the Compensation Policy (the “Predefined List”), will not meet the threshold performance level (60% of budget), there will be no payout under the CoB STI plan at all.
> 30% of the CoB's STI Target will be measured against the performance level of ICL EBITDA; 30% against the performance level of ICL Operating Income; 20% against the performance level of ICL Net Income, and 20% against the performance level of
ICL’s Revenues. These goals will be taken from ICL’s budget for the relevant fiscal year, and each will be measured as adjusted according to the rating scale set forth in the Company's Compensation Policy. Such financial goals are calculated
according to the figures from ICL's annual reports, as adjusted in accordance with the Predefined List. > Mr. Doppelt’s STI Target, which is also his maximum STI payout in any given year, is NIS 1.2 million (approximately $331,000). > The
maximum STI payout for the CoB shall not exceed, for any given fiscal year, the lower of 150% of the CoB's STI Target and $1 million. For details regarding Mr. Doppelt’s STI payout in 2023, see the five-highest earners STI payout in 2023 section
below. THE CEO’s STI FORMULA, AS SET FORTH IN THE COMPANY’S COMPENSATION POLICY > The target STI (“STI Target”) for the CEO represents the conceptual payout amount for 100% performance level (i.e., achieving weighted 100% of all targets) in a
given year. The STI Target for the CEO shall not exceed 120% of the CEO’s annual base salary. > STI Threshold: If either ICL adjusted operating income and/or adjusted net income actual performance, as adjusted according to the predefined profit
adjustments listed in the Compensation Policy (the “Predefined List”), will not meet the threshold performance level (60% of budget), there will be no payout for the 80% of STI that is measured against measurable financial and measurable
non-financial goals. > 80% of the CEO's STI Target will be measured against the performance level of annual measurable financial and measurable nonfinancial goals determined by the HR & Compensation Committee and the Board of Directors at
the beginning of each fiscal year, as detailed in the Compensation Policy, and including ESG targets, as detailed above. > Out of the 80% STI Target, at least 60% of the STI Target will be measured against financial goals that will be included
in the annual budget. The other 20% (or less) of the STI Target will be measured against other measurable non-financial goals. The achievement levelof each goal, whether measurable financial goals or measurable non-financial goals, will be measured
independently of other goals, according to the rating scale set forth in the Compensation Policy, and then translated to payout factors. The measurable financial goals are calculated according to the figures from ICL's annual reports, as adjusted
in accordance with the Predefined List. > The remaining 20% of the CEO's STI Target will be measured based on a qualitative evaluation by the HR & Compensation Committee and Board of Directors after receiving a recommendation of the
Executive Chairman of the Board. The maximum payout for this component cannot exceed the higher of three base monthly salaries or 25% of total actual STI payout. > The maximum STI payout for the CEO pursuant to the Company's Compensation Policy
cannot exceed, for any given year, the lower of 130% of the CEO's STI Target for such year and $1.5 million. > Mr. Zoller’s STI Target after adjustment of linkage to the CPI as per Mr. Zoller’s employment agreement, is NIS 3.4 million
(approximately $937,000), as of December 2023 and his maximum STI payout is NIS 4.4 million (approximately $1.2 million). For details regarding Mr. Zoller’s STI payout in 2023, see the five-highest earners STI payout in 2023 section below. 32 30/40
EXECUTIVE OFFICERS STI REQUIREMENTS, AS SET FORTH IN THE COMPANY’S COMPENSATION
POLICY With respect to our Executive Officers, other than our CEO and CoB, the Company's Compensation Policy provides that the annual bonuses may be calculated by measurable financial metrics and/or measurable non-financial metrics, as
pre-determined by our HR & Compensation Committee and Board of Directors, and/or a qualitative evaluation. The HR & Compensation Committee and Board of Directors may determine, in any given year, that the STI payout for such Executive
Officers will be granted, in whole or in part, accordingto a qualitative evaluation of non - measurable items, subject to the maximum STI payout set forth in the Compensation Policy and described below. The maximum STI payout for an Executive
Officers, other than the CEO and Executive Chairman, shall not exceed, for any given fiscal year,the lower of 225% of the Executive Officer’s STI Target for such year and $1,000,000. For details regarding the highest earners Executive Officers STI
payout in 2023, see below. FIVE-HIGHEST EARNERS STI PAYOUT IN 2023 ($US THOUSANDS) * EXECUTIVE OFFICE OVER ALL SCORE OF % TARGET (2) ANNUAL BASE (1) STI TARGET % STI TARGET 2023 STI PAYOUT Raviv Zoller 840 NA (3) 940 71.5% 670 Yoav Doppelt 410 NA
(4) 330 66.2% 220 Elad Aharonson 410 75% 300 71.9% 220 Aviram Lahav 410 75% 300 78.2% 240 Lilach Geva-Harel 270 75% 190 87.2% 180 * Figures are translated to $US currency and rounded to the nearest thousand which may cause immaterial calculation
differences. 1. The Annual Base amounts are as of December 31, 2023. 2. The adjustments to the Company’s annual net and operating income, as specified in “Item 3 – Key Information – A. Selected Financial Data" of the 2023 Annual Report, for
purposes of calculating the STI Threshold (as defined above) and for purposes of calculating the measurable financials goals for the CEO and the CoB, adhere to the Predefined List outlined in the Company's Compensation Policy, excluding the
adjustment pertaining to charges related to the security situation in Israel, which was not adjusted for the above purposes. Consequently, the adjusted net and operating income for the above STI purposes is lower than the adjusted net and operating
income, as reported. For all executive officers, other than Mr. Zoller (see footnote #3 below) and Mr. Doppelt who has a different formula as set forth above, this column represents the weighted % score of the measurable financial and non-financial
goals (including ESG targets) and qualitative evaluation. 3. Mr. Zoller's STI Target was determined in Mr. Zoller's Employment Agreement as a dollar amount only (linked to the CPI). 4. Mr. Doppelt's STI Target (being also his maximum STI potential)
per his employment agreement is set as a dollar amount only of NIS 1.2 million (approximately $331,000). 33 31/40
4. BOARD OF DIRECTORS 32/40
KEY INFORMATION ABOUT OUR BOARD According to our Articles of Association, we must
have no less than seven and no more than 20 directors serving on our Board of Directors. Our Board of Directors is currently comprised of twelve directors, including two external directors elected pursuant to the requirements of the Israeli
Companies Law. A director who is not an external director is elected annually and holds office until the next annual general meeting of shareholders following the general meeting at which such director was elected, or until his or her earlier
resignation or removal pursuant to a resolution of a general meeting of shareholders or applicable law. At the Meeting, all of our currently serving directors who are not external directors are standing for election, namely Yoav Doppelt, Aviad
Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo, each to hold office until the close of the next annual general meeting of shareholders and until each of their
successors is duly appointed and qualified, unless any office is earlier vacated due to their earlier resignation or removal. All such director nominees were elected to serve as directors at our annual general meeting of shareholders held in 2023,
other than Mr. Shalom Shlomo who was appointed to serve as a director by our Board of Directors in January 2024. Additionally, one of our external directors, Dr. Miriam Haran, is standing for re-election at the Meeting for a second three-year term.
Our other external director, Ms. Dafna Gruber, will continue to serve in accordance with her three-year term until January 27, 2025. Following the Meeting, our Board of Directors will be comprised of twelve directors, including two external
directorselected pursuant to the requirements of the Israeli Companies Law. `` 35 33/40
BOARD OF DIRECTORS BIOGRAPHY Yoav Doppelt, 55 Director Since: December 2018 Executive
Chairman Since: July 2019 Mr. Doppelt serves as the Chief Executive Officer of Israel Corp. Previously Mr. Doppelt served as the Chief Executive Officer of Kenon Holdings Ltd., a global company (NYSE: KEN), and Executive Chairman of IC Power Ltd.,
a power generation company, from March 2014 to September 2017. Prior thereto, Mr. Doppelt was the founder and Chief Executive Officer of the Ofer Group’s private equity fund where he was involved in numerous investments in the private equity and
technology sectors. Mr. Doppelt has served as the Chief Executive Officer of XT Investments (formerly known as XT Capital and Ofer Hi-Tech) since 2001. Mr. Doppelt has actively led several public offerings of equity and debt offerings in the US and
Europe, and he has extensive operational and global business experience with growth companies. Mr. Doppelt also serves as a director of AKVA Group ASA and previously served as Chairmanof OPC Energy Ltd. (TASE: OPC), and as a director of Zim
Integrated Shipping Services Ltd. and of Melisron Ltd. Mr.Doppelt holds a BA degree in Economics and Management from the Technion – Israel Institute of Technology, and anMBA degree from Haifa University. Aviad Kaufman Director Since: March 2014 Mr.
Kaufman is the Chief Executive Officer of One Globe Business Advisory Ltd, the chairman of Israel Corp., anda board member of Kenon Holdings Ltd., OPC Energy Ltd. and other private companies, each of which may be associated with Mr. Idan Ofer. From
2017 until July 2021, Mr. Kaufman served as the Chief Executive Officer of QuantumPacific (UK) LLP and from 2008 until 2017 as Chief Financial Officer of Quantum Pacific (UK) LLP (and its predecessor Quantum Pacific Advisory Limited). From 2002
until 2007, Mr. Kaufman fulfilled different senior corporate finance roles at Amdocs Ltd. Previously, Mr. Kaufman held various consultancy positions with KPMG. Mr. Kaufman is a certified public accountant and holds a BA degree in Accounting and
Economics from the Hebrew University of Jerusalem (with distinction), and an MBA degree in Finance from Tel Aviv University. Avisar Paz, 67 Director Since: April 2001 Mr. Paz served as the Chairman of the Board of Directors of OPC Energy Ltd. until
January 3, 2021. Previously, Mr. Paz served as the Chief Executive Officer of Israel Corp. and prior to that, as the Chief Financial Officer of Israel Corp. Mr. Paz received a BA degree in Economics and Accounting from Tel Aviv University and is a
certified public accountant inIsrael (CPA). Dafna Gruber, 58 Director Since: January 2022 Independent: external director under the Israeli Companies Law and independent under the NYSE rules Ms. Gruber currently serves as the Chief Financial Officer
of Netafim Ltd., a precision irrigation solutions company. Prior to joining Netafim, Ms. Gruber held Chief Financial Officer positions in various companies including Clal Industries from 2015 to 2017, Nice Systems Ltd. from 2007 to 2015, Alvarion
Ltd. from 1999 to 2007. Ms. Gruber currently serves as an external director of Cellbrite Ltd. and served as an external director in various companies, most recently in Nova Measuring Instruments Ltd. until 2023. Ms. Gruber is a certified public
accountant and holds aBA degree in Accounting and Economics from Tel Aviv University. Gadi Lesin, 57 Director Since: March 2021 Independent: independent under the Israeli Companies Law and the NYSE rules Mr. Lesin served as President and CEO of
Strauss Group Ltd. ("Strauss Group"), an international food and beverage company and the largest food company in Israel, from 2009 to 2018. Mr. Lesin successfully led the Strauss Group through a time of intense economic, global and social change.
Under his leadership, the Strauss Group strengthenedits international operations, more than doubled its equity value, and grew its profits significantly. Mr. Lesin currentlyserves as a director in ORIAN SH.M. Ltd. and as an external director in
Electra Consumer Products, both companies listed on the TASE. Mr. Lesin is the founder of and serves as a director of Wonder Veggies Ltd. Mr. Lesin holds a BAdegree in business management from the Tel Aviv College of Management and an MBA degree
from Ben Gurion University. `` 34/40 36
Lior Reitblatt, 66 Director Since: November 2017 Independent: independent under the
Israeli Companies Law and the NYSE rules Mr. Reitblatt served as Chief Executive Officer and Chairman of the Board of Super-Pharm (Israel) Ltd. Mr. Reitblatt has also previously served, among other positions, as Chairman of the Board of Life Style
Ltd. and member of the board of Office Depot Israel Ltd. Mr. Reitblatt is a certified public accountant, and holds a BA degree in Accounting and Economics from Tel Aviv University and an MBA degree from the University of California, Berkeley.
Michal Silverberg, 47 Director Since: July 2022 Independent: independent under NYSE rules and meets all qualifications under the Israeli Companies Law for Independent Director but was not formally classified as one Ms. Silverberg has served as a
Managing Director at the Novartis Venture Fund (“NVF”) since 2017. Prior to joining NVF and from 2014, Ms. Silverberg served as a Senior Partner at Takeda Ventures and, prior to that and from 2007,Ms. Silverberg worked at Novo Nordisk in roles of
increasing responsibility, including as Senior Director Business Development and New Product Commercialization, serving as a member of the BioPharm leadership team. Since 1998, Ms. Silverberg has held positions in various sectors of the life
science industry, including in the Office of the Chief Scientist of Israel (the incubator program), venture capital (Ofer Brothers Hi Tech investing group) and global pharmaceutical and biotech companies, including various positions at MGVS Ltd.,
an Israeli biotech company, and at OSI Pharmaceuticals, Inc. in a business development role. Ms. Silverberg currently serves as a director in several private companies. Ms. Silverberg holds a B.A. degree in Economics and Business management from
Haifa University, Israel, an M.B.A. degree from Tel Aviv University, Israel, and a MA degree in Biotechnology from Columbia University, New York. Dr. Miriam Haran, 74 Director Since: July 2021 Independent: external director under the Israeli
Companies Law and independent under the NYSE rules Dr. Haran has been involved in environmental management and safety issues for over forty years in various key positions. Dr. Haran is currently serving as chair of Israel Resource Efficiency Center
– a knowledge and consulting center for reducing the environmental impact of industry by streamlining raw materials, energy, water, etc. Dr. Haran serves as chair of the Weitz Center for Sustainable Development and a board member of M.A.I – a major
Israelirecycling company of electrical and electronic waste as well as the Chair of the public environmental committee at Maala. Dr. Haran previously served as Director General, Deputy Director General and Chief Scientist of Israel’s Ministry of
Environmental Protection, as well as the Head of Ono Academic College’s MBA Program in Environmental Management. Dr. Haran has served in numerous scientific, corporate, and public organizations. Dr. Haran served as Chair of the Israel Consumer
Council, Environmental Consultant, Board Member of The Environmental Services Company Ltd. (ESC), Board Member of BGN Technologies Ltd., and Member of the General Assembly of the Jerusalem Institute for Israel Studies. Dr. Haran was Senior
Researcher at A.Y. Laboratories, Researcher at Unikoor Biotechnology, Researcher and Senior Lecturer at the Hebrew University, and Researcher at Rutgers University in Newark, New Jersey. Dr. Haran served as an external director of ICL between
2010-2018. Dr. Haran holds a B.Sc. in Natural Sciences from the Hebrew University of Jerusalem and a PhD in Organic Chemistry from Brandeis University. Reem Aminoach, 62 Director Since: March 2017 Independent: independent under NYSE rules and meets
all qualifications under the Israeli Companies Law for Independent Director but was not formally classified as one Mr. Aminoach serves as the chair of the accountants’ internship committee of the Israel Defense Forces (“IDF”). Mr. Aminoach served,
until recently, as a director of Israel Aerospace Industries Ltd., in which he was the chair of the audit committee, the finance committee, and the risk management committee. Additionally, Mr. Aminoach was the founding partner of the accounting
firm Shtainmetz Aminoach & Co. In his military service, Mr. Aminoach, a brigadier general, served as a member of the General Staff Forum of the IDF, Head of Budgets at the Ministry of Defense, Financial Advisor to the IDF Chief of Staff and
Head of the IDF Budget Division. Previously, Mr. Aminoach served as director at Ofer Investments Ltd. and as director and Chairman of the Audit Committee at Zim Ltd., of the Israel Corp.group. Mr. Aminoach also served as a member of the Board of
Governors of Hadassah Medical Center. Mr. Aminoach is a certified public accountant, and holds a BA degree in Accounting and Economics from Tel Aviv University (academic honors, Dean's honor list) and MBA degree in Business Administration from Tel
Aviv University. `` 35/40 37
Sagi Kabla, 47 Director Since: February 2016 Mr. Kabla has served as the Chief
Financial Officer of Israel Corp. since December 2015. Mr. Kabla previously served as director of Oil Refineries Ltd and as Senior Executive of Business Development, Strategy and IR at Israel Corp. Prior tojoining Israel Corp., Mr. Kabla held
various management roles at KPMG Corporate Finance and M&A. Mr. Kabla holds an MBA degree in Finance from COMAS and a B.A. degree in Economics and Accounting from Bar-Ilan University and he is qualified as a certified public accountant
(Israel). Tzipi Ozer Armon, 58 Director Since: January 2020 Independent: independent under the Israeli Companies Law and the NYSE rules Ms. Ozer-Armon serves as the Chief Executive Officer of Lumenis Ltd. Before joining Lumenis, Ms. OzerArmon
headed the Japanese market activities of Teva Pharmaceutical Industries Ltd. and served as Senior Vice Presidentof Sales and Marketing at SanDisk. Previously, Ms. Ozer-Armon also served as VP & General Manager at MSystems. In addition to ICL,
Ms. Ozer-Armon is a director at the Strauss Group Ltd., SimilarWeb Ltd. and Check Point Ltd. andpreviously served as a director at IACC and Itamar Medical Ltd. Ms. Ozer-Armon holds a BA degree, magna cum laude,in Economics, and an MBA degree in
Finance and Marketing from Tel Aviv University, and she is an AMP graduate ofthe Harvard Business School. Shalom Shlomo, 46 Director Since: January 2024 Mr. Shlomo has over twenty years of experience in various leading positions in the public and
private sectors. Mr. Shlomo serves as the chairman of the Haim Avshalom Institute, since May 2023, and as a director of Ashdod RefineryLtd., an Israeli public company, since August 2023. As part of his positions in the private sector, Mr. Shlomo
provided consulting services to Israeli energy, infrastructure and telecommunications companies, among others. In addition, Mr. Shlomo served in various senior positions in the public sector, including as the Israeli Cabinet Secretary fromJune 2021
until January 2023. Mr. Shlomo holds an LLB degree in law from the Israeli Academic Center for Law andBusiness. `` 36/40 38
EXTERNAL DIRECTORS As a public Israeli company, we are required by the Israeli
Companies Law to have at least two external directors who meet certain independence criteria to ensure that they are not related to the Company or to our controlling shareholder. The definition of an “external director” or "independent director"
under the Israeli Companies Law and the definition of an “independent director” under the New York Stock Exchange (“NYSE”) rules are very similar, and thus, we would generally expecta director who qualifies as one to also qualify as the other.
However, since the definitions provided in Israeli law and U.S. law arenot identical, it is possible for a director to qualify as one but not necessarily as the other. An external director is required to have either financial and accounting
expertise or professional qualifications, as defined in the relevant regulations promulgated under the Israeli Companies Law, and at least one of the external directors is required to have financial and accounting expertise. Our external directors,
Ms. Dafna Gruber and Dr. Miriam Haran, have financial and accounting expertise as defined in such regulations. An external director is entitled to reimbursement of expenses and compensation as provided in the Compensation Regulations promulgated
under the Israeli Companies Law but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his or her term of office and for two years thereafter. Under the Israeli Companies Law, external directors
must be elected at a shareholders’ meeting by a simple majority of the votes cast, provided that either of the following conditions is met: (i) such majority includes a majority of the votes cast by noncontrolling shareholders and shareholders who
do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder), excluding abstentions, or (ii) the votes cast by noncontrolling shareholders
and shareholders who do not have a personal interest in the election opposing the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) did not exceed 2% of our aggregate
voting rights. Generally, external directors may serve for up to three terms of three years each, and as a company whose shares are traded on the NYSE, our Audit and Accounting Committee and Board of Directors may nominate external directors for
additional three-year terms under certain circumstances for election by the shareholders by thesame majority required for election of an external director as described above. Even if an external director is not nominated by our Board of Directors
for reelection for a second or third term, an external director may be nominated for reelection for up to two additional three year terms, by (a) one or more shareholders holding at least 1% of our voting rights (provided the external director is
not an "affiliated or competing shareholder", or a relative of such a shareholder, at the time of the appointment, and is not "affiliated" with such a shareholder at the time of the appointment or within the two years preceding the date of
appointment, as such terms are defined in the Israeli Companies Law), and in such circumstances, the reelection of the external director requires the approval of our shareholders by a majority of the votes cast by noncontrolling shareholders and
shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder and excluding abstentions) and the votes cast by such
shareholders approving the reelection must exceed 2% of our aggregate voting rights; and (b) the external director him or herself, in which case the election by the shareholders is by the same majority required for the initial election of an
external director, as described above. The term of office of an external director may be terminated prior to expiration only by a shareholder vote, by the same threshold required for election, or by a court, but in each case only if the external
director ceases to meet the statutory qualifications for election or if the external director breaches his or her duty of trust to the Company. Under the Israeli Companies Law, each committee of the Board of Directors that exercises power of the
Board of Directors must include at least one external director and all external directors must be members of the Company’s Audit Committee and Compensation Committee. We have two external directors: Dr. Miriam Haran, whose first three-year term
commenced on July 2021 and is standing for reelection at the Meeting for an additional three year term, and Ms. Dafna Gruber, whose first three-year term commenced on January 2022. BOARD EFFECTIVENESS REVIEW Our Board of Directors is committed to
continuous improvement and recognizes the fundamental role a robust Board of Directors and committee evaluation process play in ensuring that our Board of Directors maintains optimal composition and functions effectively. In the annual
self-evaluation process, the members of the Board of Directors conduct a confidential assessment of the performance, risk oversight and composition of the Board and its committees, as relevant. As part of the evaluation process, the Board of
Directors reviews the effectiveness and overall composition of the Board of Directors, including director tenure, board leadership structure, diversity and skill sets, the quality and scope of the materials distributed in advance of meetings and
the board's access to Company executives and operations, to ensure the Board of Directors serves the best interests of shareholders and positions the Company for future success. After the evaluations, the board and committees, in conjunction with
the corporate secretariat function, work to improve upon any issues presented during the evaluation process and to identify opportunities that may lead to further improvement. While this formal self-evaluation is conducted on an annual basis, the
evaluation process is an ongoing process throughout the year. Directors continuously share their perspectives, feedback, and suggestions throughout the year, whether during the board’s executive sessions or otherwise. `` 39 37/40
NEW DIRECTOR ON BOARDING & DIRECTORS' TRAININGS The Company has a tailored and
robust onboarding program for new directors, aimed to familiarize the new directors with key topics, such as the board’s structure, governance and responsibilities, the Company’s organizational structure, the Company’s strategic objectives and key
performance indicators (KPIs), the Company’s business environment and market overview, financial reporting and legal proceedings. The program is formalized and tailored to take into account the unique backgrounds, experiences and expected committee
responsibilities of each new director. The program includes an educational overview of theCompany's public disclosures, including website, regulatory filings, governance documents, investor presentations, and annual and long-term budget materials.
In addition, we schedule meetings for the new directors with other directors, key executives and business leaders to gain business insights about the Company, and the culture of the board and how it operates. Additionalonboarding activities (such
as site visits) are calendared throughout the year to foster an ongoing onboarding program. The board operates according to annual and long-term plans, which include, among other things, trainings on various issues (such as climate change,
sustainability, governance, compliance, HR, people trends, etc.), in addition to educational sessions on the business environment, our products, competition view, compliance, and other topics. BOARD COMMITTEES Our Board of Directors has established
the following committees, which operate in accordance with written charters or procedures that set forth, among other things, such committee’s structure, manner of operations, qualification andmembership requirements, responsibilities and
authorities. COMMITTEE NAME MAIN RESPONSIBILITIES COMMITTEE MEMBERS AUDIT & ACCOUNTING(1) Statutory committee > Identifying and addressing flaws in the business management of the Company > Review and approve interested party transactions;
determine criteria forclassification and approval of interested party transactions > Establishing whistleblower procedures > Overseeing the Company’s internal audit system and the performance of its internalauditor > Appointment,
compensation, oversight and scope of work assessment of theCompany’s independent accounting firm > Monitoring ICL’s financial statements and the effectiveness of its internal controls > Ensure the Company’s compliance with legal and
regulatory requirements andadherence to corporate governance best practices > Overseeing ICL’s risk management, including monitoring the activities to manageand mitigate the identified risks Dafna Gruber (Chair) Dr. Miriam Haran Lior Reitblatt
Gadi Lesin HUMAN RESOURCES & COMPENSATION(2) > Recommending to the Board of Directors a policy governing the compensation ofofficers and directors based on specific criteria > Recommending to the Board of Directors, from time to time,
updates to suchcompensation policy > Reviewing the implementation of such compensation policy > Deciding whether to approve transactions with respect to terms of office and employment of officers and directors (which require approval by the
compensationcommittee under the Israeli Companies Law) > Approving, under certain circumstances, an exemption from shareholder approvalof the terms of a candidate for chief executive officer (who meets certain non- affiliation criteria, in
accordance with the provisions of the Israeli Companies Law) > Overseeing the Company’s bonus and equity plans > Overseeing evaluation of top 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’s climate, sustainability, safety, environment and water management related risks an opportunities, targets, policies
and programs > Overseeing ICL’s community outreach programs, public relations and advocacy > Overseeing diversity and inclusion aspects in the Company Dr. Miriam Haran (Chair, Environmental Expert) Reem Aminoach Sagi Kabla Gadi Lesin
FINANCING COMMITTEE (4) > Overseeing ICL’s financing and equity management and operations, including loans, equity offerings, hedging, debt and other financing vehicles Sagi Kabla (Chair) Statutory committee Not statutory committee, advisory
only `` Aviad Kaufman Avisar Paz Dafna Gruber 40 38/40
1. AUDIT AND ACCOUNTING COMMITTEE Under the Israeli Companies Law, the Audit
Committee must consist of at least three directors who meet certain independence criteria and must include all of the Company’s external directors. The Chair of the Audit Committee is required to be an external director. In addition to meeting the
requirements of Israeli law, our Audit and Accounting Committee also complies with the requirements applicableto U.S. companies that are listed on the NYSE and with SEC rules. All members of our Audit and Accounting Committee are also independent
directors as such term is defined in SEC rules and the NYSE listing requirements. Our Board of Directors has determined that all of the membersof the Audit and Accounting Committee are financially literate as provided in the NYSE rules. 2. HUMAN
RESOURCES AND COMPENSATION COMMITTEE Under the Israeli Companies Law, the Compensation Committee must consist of at least three directors who meet certain independence criteria and include all of the Company’s external directors, who are required
to constitute a majority of its members. The Chairman of the Compensation Committee must be an external director. The members of the Compensation Committee are remunerated for their service in accordance with the Compensation Regulations governing
the compensation of external directors. All members of our HR and Compensation Committee are also independent directors as such term is defined in the NYSE listing requirementsand SEC rules. 3. CLIMATE, SUSTAINABILITY AND COMMUNITY RELATIONS
COMMITTEE Our Climate, Sustainability and Community Relations Committee is not a statutory committee and is not authorized to exercise any power of our Board of Directors and has advisory authority only. 4. FINANCING COMMITTEE Our Financing
Committee is not a statutory committee and is not authorized to exercise any power of our Board of Directors and has advisory authority only. BOARD AND COMMITTEES’ MEETINGS ATTENDANCE IN 2023 BOARD MEMBER BOARD MEETING Yoav Doppelt 18/18 Aviad
Kaufman 18/18 4/4 Avisar Paz 18/18 4/4 Dafna Gruber 16/18 10/10 Gadi Lesin 17/18 10/10 Lior Reitblatt 18/18 10/10 6/6 Michal Silverberg 18/18 Miriam Haran 18/18 10/10 6/6 Ovadia Eli (1) AUDIT & ACCOUNTING COMMITTEE HR & COMPENSATION
COMMITTEE CLIMATE, SUSTAINABILITY AND COMMUNITY RELATIONS COMMITTEE 6/6 FINANCING COMMITTEE 3/4 4/5 5/5 3/4 2/2 Reem Aminoach 16/18 5/5 Sagi Kabla 18/18 5/5 Tzipi Ozer Armon 17/18 4/4 1. Mr. Eli retired on May 10, 2023, following the 2023 Annual
General Meeting of shareholders. By Order of the Board of Directors, Aya Landman, Adv. VP, Chief Compliance Officer & Corporate Secretary May 31, 2024 39/40 `` 41
AppendixA?Reconciliation ofNon-IFRSMeasuresFullYear2023 Calculation of adjusted
EBITDA and free cash flow Calculation of Adjusted EBITDA(US$M) FY?23 FY?22 Net income $687 $2,219 Financing expenses, net $168 $113 Taxesonincome $287 $1,185 Less: Share in earnings of equity-accounted investees ($1) ($1) Operating income $1,141
$3,516 Depreciationandamortization $536 $498 Adjustments(1) $77 ($7) Adjusted EBITDA $1,754 $4,007 Calculation of Free Cash Flow(US$M) FY?23 FY?22 Cash flow from operations $1,595 $2,025 Additions to PP&E, intangible assets, and
dividendsfromequity-accountedinvestees (2) ($777) ($710) Divestment related items and transaction costs from acquisitions, legal proceedings, dispute and other settlement expenses
aswellasimpairmentanddisposalofassets,provisionforclosureandrestorationcosts. ?????? Also includes proceeds from sale of property, plants and equipment (PP&E). Calculation of adjusted net income, attributable, adjusted diluted earnings per
share (?EPS?)andnetdebttoadjustedEBITDA Calculation of adjusted net income attributable (US$M) FY?23 FY?22 Net income, attributable $647 $2,159 Adjustments(1) $77 ($7) Total taxadjustments ($9) $198 Adjustednetincome,attributable $715 $2,350
Calculation of Adjusted Diluted Earnings Per Share (US$M,excluding persharedata) FY?23 FY?22 Adjusted net income, attributable $715 $2,350 Weighted-average number of diluted ordinary shares outstanding (inmillions) 1,291 1,290 $818 $1,315 Note:
Numbers may not add, due to rounding and set-offs. ?????? Divestment related items and transaction costs from acquisitions, legal proceedings, dispute and other settlement expenses aswellas impairmentanddisposalofassets,provision
forclosureandrestorationcosts. ?????? Adjusted diluted EPS is calculated by dividing adjusted net income attributable by weightedaverage number of diluted ordinarysharesoutstanding.
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