Company Participants Conference Call Participants Operator I'd like to hand the call over to our first speaker today, Peggy Reilly Tharp, Vice President of Global Investor Relations. Please go ahead, ma'am. Thank you. Hello, everyone. I'm Peggy Reilly Tharp, Vice President of Global Investor Relations. I'd like to welcome you and thank you for joining us today for our quarterly earnings call. The event is being webcast live on our Web site at icl-group.com. Our comments today will contain forward looking st ...

FORM 6-K Filing Information [Report Identification and Registrant Details](index=1&type=section&id=Report%20Identification%20and%20Registrant%20Details) This section identifies the document as a Form 6-K report filed by ICL Group Ltd for February 2023, detailing its SEC file number and office address - This is a Form 6-K report filed by ICL Group Ltd. for the month of **February 2023**[1](index=1&type=chunk)[2](index=2&type=chunk) - Registrant's SEC Commission File Number: **001-13742**[2](index=2&type=chunk) [Incorporation by Reference](index=2&type=section&id=Incorporation%20by%20Reference) This Form 6-K is incorporated by reference into the company's Form S-8 registration statement and its Israeli Shelf Prospectus - The report is incorporated by reference into **Form S-8 (Registration Number: 333-205518)** and the **Israeli Shelf Prospectus (Filing Number: 2022-02-019821)**[4](index=4&type=chunk) Dividend Distribution – Supplemental Report [Overview of Dividend Distribution](index=3&type=section&id=Overview%20of%20Dividend%20Distribution) This supplemental report details a dividend distribution from company earnings, totaling approximately $178 million - This report supplements a previous announcement regarding a dividend distribution[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk) Total Dividend Distribution | Metric | Amount | | :--- | :--- | | Total Dividend Amount | ~$178 million | [Specific Dividend Details](index=4&type=section&id=Specific%20Dividend%20Details) This section specifies the dividend per share, eligibility criteria, and key dates for the distribution Dividend Per Share | Currency | Amount per Share | | :--- | :--- | | US Dollars | $0.13830 | | Israeli Shekels | ILS 0.5072844 | - Dividend will be paid only to registered shareholders entitled to receive **US$2 or more**[8](index=8&type=chunk) Key Dividend Dates | Event | Date | | :--- | :--- | | Record Date | March 1, 2023 | | Payment Date | March 15, 2023 | [Tax Withholding and Refund Procedures](index=4&type=section&id=Tax%20Withholding%20and%20Refund%20Procedures) This section outlines Israeli tax withholding rates for different shareholder types and provides guidance on tax refund procedures Israeli Tax Withholding Rates | Shareholder Type | Withholding Tax Rate | | :--- | :--- | | Israeli-resident company | 0% | | Israeli-resident individual | 25% | | Foreign residents (individuals and companies) | 25% or applicable international tax treaties (whichever is lower) | - Information on possible refund procedures for taxes withheld in excess of stated rates for NYSE-traded shares is available on the Company's webpage[10](index=10&type=chunk) SIGNATURE [Report Signatures](index=5&type=section&id=Report%20Signatures) This section provides the authorized signatures from company executives, confirming the report's filing - The report is signed by **Aviram Lahav (Chief Financial Officer)** and **Aya Landman (VP, Company Secretary & Global Compliance)**[13](index=13&type=chunk) - Filing Date: **February 28, 2023**[13](index=13&type=chunk)

PART I [Key Information](index=11&type=section&id=Item%203.%20Key%20Information) This section presents ICL Group's selected financial data for 2020-2022, including IFRS to non-GAAP reconciliation, and a comprehensive overview of business, industry, operational, and share-related risk factors [Selected Financial Data](index=11&type=section&id=A.%20SELECTED%20FINANCIAL%20DATA) ICL Group reported substantial 2022 growth, with sales reaching **$10,015 million** and operating income surging to **$3,516 million**, alongside non-GAAP adjusted figures for performance comparison Selected Financial Data (2020-2022) | | For the Year Ended December 31, | | | | :--- | :--- | :--- | :--- | | | **2022 (US$ millions)** | **2021 (US$ millions)** | **2020 (US$ millions)** | | **Sales** | 10,015 | 6,955 | 5,043 | | **Gross profit** | 5,032 | 2,611 | 1,490 | | **Operating income** | 3,516 | 1,210 | 202 | | **Net income attributable to shareholders** | 2,159 | 783 | 11 | | **Basic earnings per share (in dollars)** | 1.68 | 0.61 | 0.01 | | **Diluted earnings per share (in dollars)** | 1.67 | 0.60 | 0.01 | | **Dividends declared per share (in dollars)** | 0.91 | 0.21 | 0.09 | | **Total assets** | 11,750 | 11,080 | 9,664 | | **Total equity** | 5,713 | 4,736 | 4,088 | Reconciliation of IFRS to Non-GAAP Measures (2020-2022) | | For the Year Ended December 31, | | | | :--- | :--- | :--- | :--- | | | **2022 (US$ millions)** | **2021 (US$ millions)** | **2020 (US$ millions)** | | **Operating income (IFRS)** | 3,516 | 1,210 | 202 | | Total adjustments to operating income | (7) | (16) | 307 | | **Adjusted operating income (Non-GAAP)** | 3,509 | 1,194 | 509 | | **Net income attributable to shareholders (IFRS)** | 2,159 | 783 | 11 | | Total adjustments to operating income | (7) | (16) | 307 | | Total tax adjustments | 198 | 57 | (60) | | **Total adjusted net income - shareholders (Non-GAAP)** | 2,350 | 824 | 258 | [Risk Factors](index=15&type=section&id=D.%20RISK%20FACTORS) The company faces diverse risks, including those related to business operations, industry conditions, Israeli operations, and ordinary shares, which could materially affect its financial performance - The company's business, financial condition, and results of operations could be materially and adversely affected by a variety of risks, including dependence on governmental permits, environmental regulations, supply and demand volatility, and international operational risks[42](index=42&type=chunk)[43](index=43&type=chunk) - Risks related to business operations include dependence on government concessions and permits in Israel, Spain, the UK, and China, which are critical for mineral extraction, and failure to renew these could materially impact operations[44](index=44&type=chunk)[46](index=46&type=chunk)[52](index=52&type=chunk) - Industry-related risks stem from volatility in the agricultural sector, affecting fertilizer sales, and economic conditions in end-markets for industrial and phosphate products, alongside significant competition from large, state-owned or subsidized companies[146](index=146&type=chunk)[150](index=150&type=chunk) - Risks specific to Israeli operations include political, economic, and military instability in the region, which could directly affect headquarters and key mining facilities, and the Special State Share granting the Israeli government veto power over certain asset transfers and share acquisitions[178](index=178&type=chunk)[189](index=189&type=chunk) - Shareholder risks include the significant influence of its controlling shareholder, Israel Corporation Ltd., holding approximately **44%** of voting rights, and potential share price fluctuation and dilution from future share issuances[187](index=187&type=chunk)[188](index=188&type=chunk)[191](index=191&type=chunk) [Information on the Company](index=45&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details ICL's history, corporate development, business overview across four segments, and extensive information on global properties, plants, equipment, and mineral extraction operations [History and Development of the Company](index=45&type=section&id=A.%20HISTORY%20AND%20DEVELOPMENT%20OF%20THE%20COMPANY) ICL Group, established in 1968, underwent privatization in 1992, with shares listed on TASE and NYSE (2014), and Israel Corporation Ltd. becoming the controlling shareholder - ICL was established in 1968, privatized in 1992, and listed on the NYSE in 2014, with Israel Corporation Ltd. as the controlling shareholder holding approximately **43.16%** of outstanding ordinary shares as of December 31, 2022[204](index=204&type=chunk)[205](index=205&type=chunk) - Significant recent transactions include the 2021 acquisitions of Agro Fertiláqua Participações S.A. and the South American Plant Nutrition business of Compass Minerals, strengthening its position in Brazil's specialty plant nutrition market[206](index=206&type=chunk)[208](index=208&type=chunk) [Business Overview](index=46&type=section&id=B.%20BUSINESS%20OVERVIEW) ICL is a global specialty minerals company operating through four segments, leveraging unique assets and innovation to achieve market leadership, with a strong commitment to ESG principles and cybersecurity - ICL operates an integrated business model structured around three mineral value chains: bromine, potash, and phosphate, organized into four segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions[207](index=207&type=chunk)[213](index=213&type=chunk) - The company's strategy is to achieve leadership in its business segments by leveraging unique assets, agronomic and chemical knowledge, and access to Israel's innovation ecosystem, with a focus on growth in agriculture, food, and industrial solutions[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - ICL is committed to sustainability and ESG, with a focus on reducing GHG emissions, increasing renewable energy use, and promoting a circular economy, aiming to reduce Scope 1 & 2 GHG emissions by **30%** by 2030 (vs. 2018) and achieve carbon neutrality by 2050[437](index=437&type=chunk)[483](index=483&type=chunk) - The company has a robust cybersecurity strategy focused on plant and operational security, critical asset protection, and fraud prevention, which includes continuous cooperation with national cyber authorities in Israel[641](index=641&type=chunk)[642](index=642&type=chunk) [Property, Plant and Equipment](index=132&type=section&id=D.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) This section details ICL's global production facilities, mines, and logistical assets, providing technical summaries of mineral extraction operations, including concessions, geology, production data, and resource/reserve estimates for key sites - ICL operates a global network of production facilities, with key sites in Israel (Sodom, Mishor Rotem), Europe (Spain, UK, Germany, Netherlands), the Americas (US, Brazil), and China (Yunnan)[655](index=655&type=chunk)[660](index=660&type=chunk)[661](index=661&type=chunk) - The company's mineral extraction activities are dependent on concessions and permits from governments in the countries where it operates, including Israel, Spain, the UK, and China[670](index=670&type=chunk) Mineral Reserves as of December 31, 2022 | Commodity | Location | Proven Reserves (Mt) | Probable Reserves (Mt) | Total Reserves (Mt) | Grades/Qualities | | :--- | :--- | :--- | :--- | :--- | :--- | | **K2O** | United Kingdom | - | 7.6 | 7.6 | 13.5% | | **KCl** | Spain | 29.8 | 66.9 | 96.7 | 25.4% | | **KCl** | Israel | 159.5 | - | 159.5 | 20.0% | | **P2O5** | Israel | 40.1 | - | 40.1 | 25.9% | | **P2O5** | China | 54.5 | - | 54.5 | 21.8% | Mineral Resources as of December 31, 2022 (Exclusive of Reserves) | Commodity | Location | Measured (Mt) | Indicated (Mt) | Measured + Indicated (Mt) | Inferred (Mt) | | :--- | :--- | :--- | :--- | :--- | :--- | | **K2O** | United Kingdom | - | 23.4 | 23.4 | 6.9 | | **KCl** | Spain | 85.9 | 58.9 | 144.8 | 294.2 | | **KCl** | Israel | 225.0 | 1,500.0 | 1,725.0 | 445.0 | | **P2O5** | Israel | 265.4 | 10.0 | 275.4 | - | | **P2O5** | China | 3.0 | 2.3 | 5.3 | 0.2 | [Financial Results and Business Overview](index=178&type=section&id=Item%205.%20Financial%20Results%20and%20Business%20Overview) This section analyzes ICL's 2022 operating results, highlighting significant sales and operating income growth driven by pricing, discusses liquidity, capital resources, major expenditures, and R&D activities [Operating Results](index=178&type=section&id=A.%20OPERATING%20RESULTS) In 2022, ICL's sales surged **44%** to **$10,015 million** and operating income grew **191%** to **$3,516 million**, primarily driven by higher selling prices across all four segments Results of Operations (2021 vs. 2022) | | For the Years Ended December 31, | | | :--- | :--- | :--- | | | **2022 ($ millions)** | **2021 ($ millions)** | | **Sales** | 10,015 | 6,955 | | **Gross profit** | 5,032 | 2,611 | | **Operating income** | 3,516 | 1,210 | | **Net income attributable to shareholders** | 2,159 | 783 | | **Basic earnings per share (in dollars)** | 1.68 | 0.61 | - The primary driver for the **$3,060 million** increase in sales was a positive price impact of **$3,541 million**, partially offset by a negative quantity impact of **$178 million** and unfavorable exchange rates[1001](index=1001&type=chunk)[1002](index=1002&type=chunk) Geographical Sales Breakdown (2021 vs. 2022) | Region | 2022 ($ millions) | 2021 ($ millions) | | :--- | :--- | :--- | | Europe | 2,809 | 2,159 | | Asia | 2,743 | 1,876 | | South America | 2,315 | 1,305 | | North America | 1,577 | 1,186 | | Rest of the world | 571 | 429 | | **Total** | **10,015** | **6,955** | [Liquidity and Capital Resources](index=200&type=section&id=B.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of December 31, 2022, ICL maintained a solid liquidity position with **$508 million** cash, **$748 million** unutilized credit, and **$2,025 million** operating cash flow, supported by investment-grade credit ratings Cash Flow Summary (2021 vs. 2022) | | Year Ended December 31, | | | :--- | :--- | :--- | | | **2022 ($ millions)** | **2021 ($ millions)** | | Net cash provided by operating activities | 2,025 | 1,065 | | Net cash used in investing activities | (754) | (579) | | Net cash used in financing activities | (1,303) | (244) | - As of year-end 2022, the company had **$508 million** in cash and cash equivalents, **$748 million** in unutilized long-term credit facilities, and net financial liabilities of **$2,316 million**[1036](index=1036&type=chunk) - Principal capital expenditures have focused on the Salt Harvest Project at the Dead Sea, the new P-9 pumping station, a new WPA facility in China, and consolidation projects in Spain[1055](index=1055&type=chunk)[1058](index=1058&type=chunk)[1059](index=1059&type=chunk) - The company's credit ratings were reaffirmed at 'BBB-' by S&P and Fitch in mid-2022, both with a stable outlook[1047](index=1047&type=chunk)[1048](index=1048&type=chunk) [Research and Development, Intellectual Property and Licenses, etc.](index=204&type=section&id=C.%20RESEARCH%20AND%20DEVELOPMENT,%20INTELLECTUAL%20PROPERTY%20AND%20LICENSES,%20ETC.) ICL's RD&I strategy aligns with global megatrends and UN SDGs, focusing on next-generation solutions and digital agriculture, supported by approximately **770 granted patents** and **3,500 registered trademarks** - ICL's RD&I focuses on key areas including next-generation fertilizers, food technology (e.g., alternative proteins), e-mobility solutions (e.g., battery materials), novel materials, circular economy, Industry 4.0, and digital agriculture[1069](index=1069&type=chunk)[1070](index=1070&type=chunk)[1071](index=1071&type=chunk) R&D Expenses by Segment (2022) | Segment | R&D Expense ($ millions) | | :--- | :--- | | Industrial Products | 24 | | Potash | 7 | | Phosphate Solutions | 8 | | Growing Solutions | 16 | - As of December 31, 2022, the company holds approximately **770 granted patents** across 220 patent families and over **3,500 registered trademarks**, including key brands like Osmocote®, Peters®, Joha®, and Rovitaris®[1089](index=1089&type=chunk)[1090](index=1090&type=chunk) [Directors, Senior Management and Employees](index=210&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details ICL's corporate governance, including Board and executive composition, compensation policies, board practices, and a breakdown of its **13,619 employees** by segment and geography, emphasizing diversity and inclusion [Directors and Officers](index=210&type=section&id=A.%20DIRECTORS%20AND%20OFFICERS) ICL's Board of Directors comprises **twelve members**, including external and independent directors, while the executive management team is led by President & CEO Raviv Zoller - The Board of Directors is composed of **12 members**, including an Executive Chairman, two external directors, and several independent directors, ensuring compliance with both Israeli and NYSE governance standards[1096](index=1096&type=chunk)[1161](index=1161&type=chunk)[1162](index=1162&type=chunk) - The executive leadership team is headed by President & CEO Raviv Zoller and includes divisional presidents for Industrial Products, Potash, Phosphate Solutions, and Growing Solutions, along with heads of key corporate functions like Finance, HR, and Innovation[1114](index=1114&type=chunk)[1115](index=1115&type=chunk) [Compensation](index=217&type=section&id=B.%20COMPENSATION) Director compensation for non-executive directors totaled approximately **$824,000** in 2022, while senior management compensation, including the Executive Chairman, is performance-based and incorporates ESG metrics - Aggregate compensation for non-executive directors in 2022 was approximately **$824,000**, consisting of annual and per-meeting fees[1138](index=1138&type=chunk) 2022 Compensation for Five Highest Earning Senior Officers (US$ thousands) | Name | Position | Base Salary | Compensation | Bonus (STI) | Equity based (LTI) | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Raviv Zoller | President & CEO | 756 | 1,094 | 995 | 2,691 | 4,780 | | Yoav Doppelt | Executive Chairman | 226 | 870 | 171 | 1,503 | 2,544 | | Aviram Lahav | CFO | 339 | 805 | 425 | 688 | 1,918 | | Elad Aharonson | President, Growing Solutions | 412 | 577 | 367 | 809 | 1,753 | | Anat Tal-Ktalav (Deceased) | Former President, Industrial Products | 177 | 1,026 | - | 719 | 1,745 | - The company's compensation philosophy links pay to performance, with the 2022 Short-Term Incentive (STI) plan for executive officers incorporating ESG targets related to health, safety, environmental performance, and diversity[1143](index=1143&type=chunk)[1150](index=1150&type=chunk) [Board Practices](index=226&type=section&id=C.%20BOARD%20PRACTICES) ICL's Board of Directors, currently with **12 members**, ensures diverse composition and operates through statutory committees like Audit & Accounting and HR & Compensation, alongside a Climate, Sustainability & Community Relations Committee - The Board of Directors has between 7 and 20 members, with the current board at **12**, and a majority must be Israeli citizens and residents[1160](index=1160&type=chunk)[1161](index=1161&type=chunk) - Key board committees include the Audit & Accounting Committee, HR & Compensation Committee, Climate, Sustainability & Community Relations Committee, and Financing Committee, with the Audit and Compensation committees being statutory and chaired by external directors[1177](index=1177&type=chunk)[1178](index=1178&type=chunk) - The company has two external directors as required by Israeli law, who serve on the Audit and Compensation committees to ensure independence[1170](index=1170&type=chunk)[1174](index=1174&type=chunk) - The company maintains a directors' and officers' liability insurance policy with a total liability limit of up to **$350 million**, which includes a joint primary tier with its controlling shareholder, Israel Corp[1195](index=1195&type=chunk) [Employees](index=234&type=section&id=D.%20EMPLOYEES) As of December 31, 2022, ICL employed **13,619 people** globally, with a significant portion covered by collective bargaining agreements, and is actively promoting a Diversity, Inclusion & Belonging strategy Employee Breakdown by Segment (2022) | Segment | Number of Employees | | :--- | :--- | | Phosphate Solutions | 3,961 | | Growing Solutions | 3,792 | | Potash | 2,120 | | Industrial Products | 1,624 | | Global functions and headquarters | 1,236 | | Temporary employees | 886 | | **Total** | **13,619** | Employee Breakdown by Geography (2022) | Geography | Number of Employees | | :--- | :--- | | Israel | 4,534 | | China | 1,999 | | Brazil | 1,711 | | Spain | 940 | | USA | 830 | | Germany | 717 | | UK | 715 | | Netherlands | 612 | | All other | 675 | | Temporary employees | 886 | | **Total** | **13,619** | - ICL is committed to Diversity, Inclusion & Belonging (DIB) and has set targets to employ **25%** females in senior leadership (T100) and **25%** females on its Board of Directors by the end of 2024, with 2022 figures at **23%** and **33%** respectively[1213](index=1213&type=chunk)[1222](index=1222&type=chunk) [Major Shareholders and Related Party Transactions](index=241&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section identifies ICL's major shareholders, including controlling shareholder Israel Corporation Ltd. (**44%** voting rights), and details related party transactions, including the termination of a management services agreement [Major Shareholders](index=241&type=section&id=A.%20MAJOR%20SHAREHOLDERS) As of February 26, 2023, Israel Corporation Ltd. is ICL's controlling shareholder with **43.98%** voting rights, alongside other significant institutional shareholders and the State of Israel's Special State Share Major Shareholders (as of Feb 26, 2023) | Shareholder | Ordinary Shares Beneficially Owned (%) | | :--- | :--- | | Israel Corporation Ltd. | 43.98% | | State of Israel | 1 Special State Share | | Migdal Insurance & Financial Holdings Ltd. | 5.77% | | Harel Insurance Investments & Financial Services Ltd. | 5.40% | | Altshuler Shaham Ltd. | 5.00% | - Israel Corporation Ltd. has decisive influence at shareholder meetings and the power to appoint most directors, effectively controlling the company's operations and business strategy[1243](index=1243&type=chunk) [Related (and Interested) Party Transactions](index=245&type=section&id=B.%20RELATED%20(AND%20INTERESTED)%20PARTY%20TRANSACTIONS) ICL's related party transactions are governed by Israeli law, requiring specific approvals, with key agreements including a registration rights agreement and a joint D&O insurance policy, and the termination of a management services agreement with Israel Corp - Extraordinary transactions with a controlling shareholder require approval from the Audit Committee, the Board of Directors, and a special majority of shareholders[1255](index=1255&type=chunk) - The management services agreement with the controlling shareholder, Israel Corp., under which ICL paid an annual fee of **$1 million**, was terminated as of July 1, 2022[1263](index=1263&type=chunk) - The company maintains a joint directors' and officers' liability insurance policy with Israel Corp., with a total liability limit of up to **$350 million** under the approved framework[1262](index=1262&type=chunk) [Financial Information](index=250&type=section&id=Item%208.%20Financial%20Information) This section covers ICL's financial information, including legal and tax proceedings, its status as a monopoly in certain Israeli products, the Ashalim Stream settlement, and its dividend policy targeting up to **50%** of adjusted net profit [Consolidated Statements and Other Financial Information](index=250&type=section&id=A.%20CONSOLIDATED%20STATEMENTS%20AND%20OTHER%20FINANCIAL%20INFORMATION) ICL's 2022 fixed operating costs were approximately **$2,687 million**, with the company subject to Israel's Concentration Law and ongoing legal proceedings, including a **NIS 115 million** Ashalim Stream settlement, and a dividend policy of up to **50%** of adjusted net profit - ICL is subject to Israel's Concentration Law and has been declared a monopoly in Israel for several key products, including potash, phosphates, and bromine, though Israeli sales accounted for only about **3%** of total sales in 2022[1272](index=1272&type=chunk)[1275](index=1275&type=chunk) - A settlement agreement was signed in December 2022 regarding the 2017 Ashalim Stream incident, with total compensation amounting to **NIS 115 million** (approx. **$33.5 million**)[1774](index=1774&type=chunk)[1779](index=1779&type=chunk)[1780](index=1780&type=chunk) - The company's dividend policy targets a distribution rate of up to **50%** of the annual adjusted net profit, subject to board approval and legal requirements, with distributable profits as of December 31, 2022, amounting to **$5,125 million**[1289](index=1289&type=chunk)[1291](index=1291&type=chunk) [Additional Information](index=255&type=section&id=Item%2010.%20Additional%20Information) This section details ICL's share capital structure, the significant rights of the Special State Share held by the State of Israel, and key tax considerations for both Israeli and US investors [Share Capital](index=255&type=section&id=A.%20SHARE%20CAPITAL) As of December 31, 2022, ICL had **1,313,768,690** ordinary shares issued and outstanding, plus one Special State Share, with approximately **15 million** additional shares issuable from employee options - As of December 31, 2022, ICL had **1,313,768,690** ordinary shares issued and outstanding, and one Special State Share[1299](index=1299&type=chunk) - Approximately **15 million** additional ordinary shares were issuable upon the exercise of outstanding employee options at a weighted average exercise price of **NIS 26.28** (about **$7.47**) per share[1300](index=1300&type=chunk) [Memorandum, Articles of Association and Special State Share](index=255&type=section&id=B.%20MEMORANDUM,%20ARTICLES%20OF%20ASSOCIATION%20AND%20SPECIAL%20STATE%20SHARE) The Special State Share grants the State of Israel veto power over material asset transfers and significant share ownership changes (e.g., **14%** or more) to protect vital national interests and maintain ICL's Israeli identity - The Special State Share held by the State of Israel provides veto power over the transfer of material assets and invalidates any acquisition of **14%** or more of the company's share capital without state consent[1304](index=1304&type=chunk)[1305](index=1305&type=chunk)[1307](index=1307&type=chunk) - The state's vital interests protected by the share include keeping ICL as an Israeli company, monitoring natural resources, and preventing influence by hostile entities[1311](index=1311&type=chunk) [Taxation](index=258&type=section&id=E.%20TAXATION) This subsection outlines key tax considerations for ICL, including Israeli corporate tax rates and natural resource levies, and for investors, covering Israeli capital gains and dividend taxes, plus US federal income tax implications for US Holders - The statutory corporate income tax rate in Israel is **23%**, and the company is also subject to the Law for Taxation of Profits from Natural Resources, which imposes a progressive surplus profit levy on minerals like potash, bromine, and phosphates[1318](index=1318&type=chunk)[1668](index=1668&type=chunk)[1688](index=1688&type=chunk) - For Israeli resident individuals, capital gains tax on shares is generally **25%** (**30%** for a 'significant shareholder'), and dividend tax is also **25%** (or **30%**)[1321](index=1321&type=chunk)[1326](index=1326&type=chunk) - Non-Israeli residents are generally subject to a **25%** or **30%** withholding tax on dividends, which may be reduced under an applicable tax treaty, such as the US-Israel Tax Treaty[1328](index=1328&type=chunk)[1329](index=1329&type=chunk) - For US Holders, dividends are generally treated as foreign-source income and may be eligible for qualified dividend tax rates, and the company believes it was not a Passive Foreign Investment Company (PFIC) for 2022[1337](index=1337&type=chunk)[1341](index=1341&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=264&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) ICL is exposed to market risks from currency exchange rates, interest rates, and commodity prices, which are mitigated using derivative financial instruments, with sensitivity analyses provided for potential impacts [Exchange Rate Risk](index=264&type=section&id=Exchange%20Rate%20Risk) ICL's primary currency exposures are to NIS, EUR, GBP, BRL, and CNY, which are hedged using derivatives, with sensitivity analyses showing the impact of exchange rate changes on financial instrument fair value - The company's main currency exposures are to the Israeli Shekel, Euro, British Pound, Brazilian Real, and Chinese Yuan, where a strengthening of these currencies against the US dollar adversely affects profitability[1356](index=1356&type=chunk)[1357](index=1357&type=chunk)[1361](index=1361&type=chunk) Sensitivity to 10% Increase in Exchange Rates vs. USD (Impact on Fair Value, $ millions) | Currency | Net Impact on Financial Instruments (as of Dec 31, 2022) | | :--- | :--- | | USD/NIS | $(80.1) million | | EUR/USD | $81.7 million | | GBP/USD | $(3.7) million | | BRL/USD | $(9.6) million | | CNY/USD | $(23.4) million | [Interest Rate Risk](index=271&type=section&id=Interest%20Rate%20Risk) ICL is exposed to interest rate risk from variable and fixed-rate debt, managed through hedging instruments like swaps, with a **1%** USD interest rate increase potentially impacting fair value by **$85.3 million** - The company is exposed to cash flow risk from variable-rate debt and fair value risk from fixed-rate debt, and it uses hedging instruments like swaps to manage this exposure[1375](index=1375&type=chunk)[1376](index=1376&type=chunk) Sensitivity to Changes in USD Interest Rate (as of Dec 31, 2022) | Change in Interest Rate | Impact on Fair Value ($ millions) | | :--- | :--- | | Increase of 1% | $85.3 | | Increase of 0.5% | $43.8 | | Decrease of 0.5% | $(45.8) | | Decrease of 1% | $(94.6) | PART II [Controls and Procedures](index=274&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section confirms the effectiveness of ICL's disclosure controls and internal controls over financial reporting as of December 31, 2022, as concluded by management and attested by the independent public accounting firm - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[1389](index=1389&type=chunk) - Management assessed the internal control over financial reporting as effective as of December 31, 2022, based on the COSO 2013 framework[1391](index=1391&type=chunk) - The independent registered public accounting firm issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting[1393](index=1393&type=chunk) [Corporate Governance](index=277&type=section&id=Item%2016G.%20Corporate%20Governance) As a foreign private issuer, ICL follows Israeli corporate governance practices, utilizing exemptions from certain NYSE listing standards regarding board independence, committees, and shareholder approvals for equity compensation - ICL, as a foreign private issuer, follows Israeli home country governance practices in lieu of certain NYSE listing standards[1405](index=1405&type=chunk) - Exemptions are utilized for NYSE requirements regarding: a majority independent board, a nominating/corporate governance committee, and shareholder approval for equity compensation plans and certain other share issuances[1406](index=1406&type=chunk)[1408](index=1408&type=chunk)

Financial Data and Key Metrics Changes - The company reported record third quarter results with sales of $2.5 billion, up more than 40% year-over-year, and adjusted EBITDA of $1 billion, up nearly 140% [13][12] - Year-to-date adjusted net income reached a record $1.9 billion, with adjusted earnings per share for the quarter at $0.49, also up nearly 200% year-over-year [12][11] - Operating cash flow for the third quarter was over $600 million, contributing to a year-to-date operating cash flow of $1.6 billion [11][13] - The EBITDA margin for the quarter increased to approximately 42%, up from approximately 24% in the same quarter last year [13] Business Line Data and Key Metrics Changes - **Industrial Products**: Sales reached $437 million, up 13%, with EBITDA of $170 million, up 40% year-over-year, and EBITDA margin improved to 39% from 31% [15] - **Potash Business**: Sales were $854 million, up more than 100%, with EBITDA of $537 million, up nearly 350%, and EBITDA margin increased to 63% from 30% [19] - **Phosphate Solutions**: Sales of $766 million were up nearly 30% year-over-year, with EBITDA of $239 million, up 70%, and EBITDA margin expanded to 31% from 24% [21] - **Growing Solutions**: Achieved sales of $629 million, up 25%, with EBITDA of $127 million, up 90%, and EBITDA margin expanded to 20% from 13% [27] Market Data and Key Metrics Changes - The company noted that potash prices in the U.S. are currently around $600, with Brazil seeing a return to normal inventory levels [66] - Crop prices remain high due to geopolitical tensions, particularly the situation in Ukraine, affecting farmer affordability and overall sentiment [52] - Fertilizer prices began to decline from second quarter peaks, with expectations of reduced fertilizer consumption due to supply chain issues [53] Company Strategy and Development Direction - The company aims for sustainable double-digit growth and continuous margin expansion towards 2027, leveraging opportunities arising from global sustainability challenges [42] - A focus on long-term specialty solutions is emphasized, with plans to expand into energy storage solutions and solid-state electrolytes [37][38] - The company is actively pursuing M&A opportunities to accelerate growth in its specialty business, capitalizing on favorable market conditions [99] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic challenges, including high inflation and geopolitical tensions, which are expected to persist into 2023 [48][92] - The outlook for 2023 is seen as solid but less explosive than the current year, with expectations of reduced volatility [96] - The company remains focused on maintaining premium pricing and long-term contracts despite market fluctuations [55] Other Important Information - The company has been recognized for its sustainability efforts and has launched several innovative products aimed at improving agricultural efficiency [32][34] - A significant investment of $197 million was awarded by the U.S. Department of Energy to develop a sustainable supply chain for energy storage solutions [24] Q&A Session Summary Question: Potash prices and inventory outlook - Management indicated that potash prices in the U.S. are leveling out around $600, with inventory levels in Brazil returning to normal [66][70] Question: Magnesium business outlook - The magnesium business has contracted about 60% of quantities for 2023 at higher average prices, with operating income significantly improved compared to the previous year [72] Question: LFP investment profitability - Profitability in the LFP business in China is around 20%, with expectations for higher returns as the company moves downstream [77] Question: 2023 outlook and long-term contracts - The company expects a solid year in 2023, with less volatility and a focus on maintaining long-term customer relationships despite market challenges [96] Question: Potash contract pricing expectations - Management refrained from providing specific pricing expectations but indicated that they do not anticipate prices starting with a 4 [119]

Financial Data and Key Metrics Changes - ICL reported record sales of nearly $2.9 billion, an increase of more than $1.2 billion year-over-year, and adjusted EBITDA of nearly $1.3 billion, also an all-time record [10][12] - Adjusted diluted earnings per share reached $0.58, up more than 450% year-over-year [13] - Free cash flow was strong at $410 million, up more than 300% [10] - The EBITDA margin for the quarter increased to approximately 44%, up from approximately 22% in the second quarter of the previous year [12] Business Line Data and Key Metrics Changes - **Industrial Products**: Quarterly sales were $486 million, up 19%, with record quarterly EBITDA of $206 million, up more than 60% year-over-year [14] - **Potash Business**: Sales reached $951 million, up 150% year-over-year, with EBITDA of $616 million, up 670% [18] - **Phosphate Solutions**: Record sales of $915 million, up nearly 60% year-over-year, and EBITDA of $315 million, up more than 130% [21] - **Innovative Ag Solutions**: All-time record sales of $700 million, up 110%, with EBITDA of $155 million, up 356% [24] Market Data and Key Metrics Changes - Potash prices were higher, with an average realized price per ton at $750, up $469 year-over-year [20] - The company expects potash prices to moderate in the third quarter due to price convergence in the global market [20] - Demand for specialty minerals remained strong, particularly in dietary supplements and pharmaceuticals [17] Company Strategy and Development Direction - The company continues to focus on long-term specialty solutions, which have benefited from increased demand and higher prices [7] - ICL aims to strengthen its leadership position compared to more commodity-based peers, emphasizing specialty strategy and cash generation [39][40] - The company is investing in sustainability and innovation, including advancements in lithium-ion battery production and crop yield optimization technologies [32][33] Management's Comments on Operating Environment and Future Outlook - Management noted that while the global macro environment remains uncertain, they expect to leverage their position as a global provider of specialty chemical solutions [40] - The company anticipates continued profitability from various business segments, including the YPH joint venture in China and polysulfide operations in the UK [41] - Management emphasized the importance of innovation in addressing global food challenges and maintaining long-term cash generation [42] Other Important Information - ICL settled a significant tax dispute with the Israeli Tax Authority, providing clarity and improving risk management [11][55] - The company received high ESG ratings and awards for its sustainability efforts, including a Platinum plus rating from MAALA [29][30] Q&A Session Summary Question: Potash market outlook and pricing - Management discussed the impact of increased Belarusian potash on the market and expected a slight softening in prices for the third quarter [63][70] Question: Industrial Products pricing and demand - Management noted mixed demand in the industrial products sector, with some softness in automotive and consumer electronics, but long-term demand for electric vehicles remains strong [71][72] Question: Guidance and market conditions - Management clarified that the updated guidance reflects strong specialty business performance, with expectations for some seasonal softness in the fourth quarter [88][92] Question: Energy costs and exposure - Management indicated that less than 15% of energy costs are exposed to variable pricing, with most operations linked to long-term fixed price agreements [131]

Second Quarter 2022 Financial Results Raviv Zoller | President and CEO July 27, 2022 Important legal notes Disclaimer and safe harbor for forward-looking statements 2 This presentation contains statements that constitute forward-looking statements, many of which can be identified by the use of forward-looking words such as anticipate, believe, could, expect, should, plan, intend, estimate, strive, forecast, target, and potential, among others. Forward-looking statements appear in a number of places in this ...

Financial Data and Key Metrics Changes - ICL Group reported record sales exceeding $2.5 billion, an increase of over $1 billion year-over-year, and adjusted EBITDA crossed $1 billion, marking an all-time record [8][10] - Adjusted operating income rose to $880 million, up more than 370%, with an adjusted operating margin of 34.9%, significantly up from 12.3% in the same quarter last year [39] - Adjusted net income attributable to shareholders was $613 million, up more than 350% year-over-year, with adjusted diluted earnings per share of $0.48, an increase of $0.37 [39][40] Business Line Data and Key Metrics Changes - **Industrial Products**: Sales reached $494 million, up 24%, with record EBITDA of $203 million, up 66% year-over-year [15] - **Potash**: Sales were $795 million, up over 120% year-over-year, with EBITDA of $450 million, up 626% [18] - **Phosphate Solutions**: Sales of $798 million were up nearly 60% year-over-year, with EBITDA of $247 million, up more than 160% [24] - **Innovative Ag Solutions**: Sales hit an all-time high of $566 million, up nearly 70%, with EBITDA of $110 million, also an all-time record, up more than 230% [27] Market Data and Key Metrics Changes - The company noted strong demand and higher prices across most markets, driven by global disruptions including the pandemic and the conflict in Ukraine [10][40] - Potash prices increased significantly due to sanctions on Belarus and the conflict in Ukraine, with average realized prices expected to be around $760 per ton in Q2 [69][70] - Concerns about global food security were highlighted, with prices for key crops like corn and wheat rising due to tight supply [20] Company Strategy and Development Direction - ICL Group remains focused on its specialty strategy, aiming for long-term growth despite commodity price fluctuations [7][35] - The company plans to continue optimizing customer and supplier relationships while managing high raw material costs and supply chain challenges [11][44] - Investments in research and development are prioritized to innovate and expand the specialty product portfolio [36] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing global uncertainty, including inflation and supply chain disruptions, particularly due to the situation in Ukraine and COVID-related shutdowns in China [40][41] - The company expects continued strong performance in the second quarter, with potash and phosphate prices anticipated to remain high [35][80] - Management emphasized the importance of maintaining long-term customer relationships to drive business growth [36] Other Important Information - ICL's dividend payout ratio of up to 50% of annual adjusted net income resulted in a dividend of $23.83 per share, up more than 350% from the previous year [12] - The company achieved a net debt to EBITDA ratio improvement to 1x from 2.4x year-over-year, reflecting strong cash flow generation [49] Q&A Session Summary Question: Margin sustainability in industrial products - Management indicated that margins are expected to remain stable due to long-term contracts with annual price updates [57] Question: Volume outlook in the industrial products division - Management noted that production limitations in China affected volumes but expected quantities to stabilize in the second quarter [60] Question: Breakdown of EBITDA increase for 2022 - Management clarified that approximately 60% to 65% of the $2 billion EBITDA increase is attributed to potash prices, with the remainder from other businesses [72] Question: Potash price outlook and demand - Management expressed that while there may be short-term demand destruction, the overall market remains undersupplied, supporting price stability [75][80] Question: M&A landscape and opportunities - Management is optimistic about potential M&A opportunities as valuations may rationalize, allowing for strategic acquisitions [85] Question: Expectations for Boulby operations - Management expects stable production at Boulby, with continued profitability driven by high-quality organic product positioning [94] Question: Allocation of excess capital - Management plans to allocate excess capital towards dividends, M&A opportunities, and maintaining reserves for strategic advantages [101][102]

First Quarter 2022 Financial Results Raviv Zoller | President and CEO May 11, 2022 Important legal notes Disclaimer and safe harbor for forward-looking statements 2 The information contained herein in this presentation or delivered or to be delivered to you during this presentation does not constitute an offer, expressed or implied, or a recommendation to do any transaction in ICL Group Ltd. (ICL Group or company) securities or in any securities of its affiliates or subsidiaries. This presentation and/or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1 ...

Fourth Quarter 2021 Financial Results R a v i v Z o l l e r President and CEO February 9, 2022 Important legal notes Disclaimer and safe harbor for forward-looking statements The information contained herein in this presentation or delivered or to be delivered to you during this presentation does not constitute an offer, expressed or implied, or a recommendation to do any transaction in ICL Group Ltd. (ICL Group or company) securities or in any securities of its affiliates or subsidiaries. This presentation ...