6-K 1 zk2431051.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐

ICL GROUP LTD.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

| 1. | Q4 2023 Investor Presentation

Fourth Quarter Financial Results Raviv Zoller | President and CEO February 28, 2024 2023 Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation and/or other oral or written statements made by ICL Group during its presentation, or from time to time, may contain forward-looking statements within the meaning of the United States Private Securities Litigation 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-historical matters. Because such statements deal with future events and are based on ICL Group's 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, 2022, and in our current report on Form 6-K for the results for the quarters ended December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, filed on February 28, 2024, November 8, 2023, August 9, 2023, and May 10, 2023, respectively, and in subsequent filings with the Tel Aviv Securities Exchange (TASE) and/or the U.S. Securities and Exchange Commission (SEC). The ICL Group's 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 loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and our reserve estimates; natural disasters; and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulations related to, and physical impacts of climate change and greenhouse gas emissions; failure to harvest salt, which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at our seaport shipping facilities or regulatory restrictions affecting our ability to export our products overseas; changes in exchange rates or prices compared to those we are currently experiencing; general market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal raw materials; pandemics may create disruptions, impacting our sales, operations, supply chain and customers; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at our plants; labor disputes, slowdowns and strikes involving our employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in our evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems or breaches of our, or our service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from our cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of our businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for our fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond our control; disruption of our, or our service providers’, sales of our magnesium products being affected by various factors that are not within our control; our ability to secure approvals and permits from the authorities in Israel to continue our phosphate mining operations in Rotem Amfert, Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of our workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political, economic and military instability in Israel and its region, including the current state of war declared in Israel and any resulting disruptions to our supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members; closing of transactions, mergers and acquisitions; and other risk factors discussed under Item 3 – Key Information – D. Risk Factors in the company’s annual report on Form 20-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2023 (the “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 cautioned to consider these risks and uncertainties and to not place undue reliance on such information. Forward-looking 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-GAAP Financial Measures: Included in this presentation are non-GAAP financial measures, such as potash sales volumes, EBITDA, EBITDA margin, adjusted EBITDA and margin, specialties-related EBITDA and margin, segment EBITDA and margin, adjusted diluted EPS, free cash flow, and net debt to adjusted EBITDA, and were designed to complement the financial information presented in accordance with IFRS, because management believes such measures are useful to investors. These non-GAAP 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-GAAP financial measures differently than the company. Please refer to the appendix to this presentation for an additional information about such non-GAAP financial measures and reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS.

Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation and/or other oral or written statements made by ICL Group during its presentation, or from time to time, may contain forward-looking statements within the meaning of the United States Private Securities Litigation 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-historical matters. Because such statements deal with future events and are based on ICL Group's 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, 2022, and in our current report on Form 6-K for the results for the quarters ended December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, filed on February 28, 2024, November 8, 2023, August 9, 2023, and May 10, 2023, respectively, and in subsequent filings with the Tel Aviv Securities Exchange (TASE) and/or the U.S. Securities and Exchange Commission (SEC). The ICL Group's 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 loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and our reserve estimates; natural disasters; and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulations related to, and physical impacts of climate change and greenhouse gas emissions; failure to harvest salt, which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at our seaport shipping facilities or regulatory restrictions affecting our ability to export our products overseas; changes in exchange rates or prices compared to those we are currently experiencing; general market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal raw materials; pandemics may create disruptions, impacting our sales, operations, supply chain and customers; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at our plants; labor disputes, slowdowns and strikes involving our employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in our evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems or breaches of our, or our service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from our cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of our businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for our fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond our control; disruption of our, or our service providers’, sales of our magnesium products being affected by various factors that are not within our control; our ability to secure approvals and permits from the authorities in Israel to continue our phosphate mining operations in Rotem Amfert, Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of our workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political, economic and military instability in Israel and its region , including the current state of war declared in Israel and any resulting disruptions to our supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members; closing of transactions, mergers and acquisitions; and other risk factors discussed under Item 3 – Key Information – D. Risk Factors in the company’s annual report on Form 20-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2023 (the “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 cautioned to consider these risks and uncertainties and to not place undue reliance on such information. Forward-looking 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-GAAP Financial Measures: Included in this presentation are non-GAAP financial measures, such as potash sales volumes, EBITDA, EBITDA margin, adjusted EBITDA and margin, segment EBITDA and margin, specialties-driven EBITDA and margin, adjusted diluted EPS, free cash flow, and net debt to adjusted EBITDA, and were designed to complement the financial information presented in accordance with IFRS, because management believes such measures are useful to investors. These non-GAAP 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-GAAP financial measures differently than the company. Please refer to the appendix to this presentation for an additional information about such non-GAAP financial measures and reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS. 2 Overview of 2023 Delivered against expectations amidst challenging environment

Sales of $7.5B and adjusted EBITDA(1) of $1.8B Continued strong cash generation, with $1.6B of operating cash flow and $0.8B of free cash flow(1) Adjusted diluted EPS(1) of $0.55, with annual dividend of $0.27 per share Efficiency program and cost savings ahead of plan Expanded strategic partnerships and gained market share across key specialties businesses Ended year with 4Q’23 sales of $1.7B, adjusted EBITDA(1) of $0.4B and FCF(1) of $0.2B Contained war-related disruptions and maintained good production levels (1) Adjusted EBITDA and free cash flow are non-GAAP financial measures; please see appendix for additional details. 3 Overview of 2023 Delivered according to plan amidst challenging environment

Key financial highlights | 2023 4 US$M US$M (1) Adjusted EBITDA and margin, adjusted diluted EPS and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. For 2023, specialties is comprised of Industrial Products, Phosphate Specialties and Growing Solutions; for 2024, specialties-driven sales will include Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. Specialties sales Free cash flow(1) US$ Adjusted diluted EPS(1) 24% 40% 23% US$M US$M Sales Operating cash flow US$M Adjusted EBITDA(1)

Key 2023 developments Electronics and construction end-markets still soft Clear brine fluids record sales and profits Specialty minerals record profit Executed long-term partnership strategy and gained market share in 4Q Quarterly sales up sequentially for first time in 2023 Production lower YoY, but ramping back up Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 5 Industrial Products 19% 32% 31% 31% 39% 23% Sales EBITDA Sales EBITDA US$M Quarterly US$M Annual

Key 2023 developments Strong performance vs. record 2022 FY sales and EBITDA at normalized levels – ahead of 2021 Food specialties remained resilient – delivering against strategy Battery materials expansion on track Multiple production records at YPH China, with strong results and new capacity Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2022, ICL consolidated its specialty agriculture businesses under Growing Solutions (formerly Innovative Ag Solutions or IAS) and moved ICL Boulby and other European business components from Potash and Phosphate Solutions to Growing Solutions. As a result, segment data for 2021 has been re-stated. 6 Phosphate Solutions 31% 22% 24% 26% 23% Sales EBITDA Sales EBITDA US$M Quarterly US$M Annual 22%

Key developments Sales volume of 4,683kmt – higher than production and vs. FY’22 Production somewhat impacted by war-related issues in Israel and geological constraints in Spain Second straight year of profitability for magnesium business Potash price stabilized, with 4Q’23 CIF price per ton of $345 roughly unchanged on sequential basis Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2022, ICL consolidated its specialty agriculture businesses under Growing Solutions (formerly Innovative Ag Solutions or IAS) and moved ICL Boulby and other European business components from Potash and Phosphate Solutions to Growing Solutions. As a result, segment data for 2021 has been re-stated. 7 Potash 39% 60% 31% 35% 54% 44% Sales EBITDA Sales EBITDA US$M Quarterly US$M Annual

Key developments Higher volumes and improved raw material costs offset by lower prices Planned maintenance shifted to 4Q’23 from 1Q’24, due to delay in fertilizer application in Europe Record sales for targeted specialty products Record production of +1Mmt of polysulphate Growing market share in Brazil and China Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2022, ICL consolidated its specialty agriculture businesses under Growing Solutions (formerly Innovative Ag Solutions or IAS) and moved ICL Boulby and other European business components from Potash and Phosphate Solutions to Growing Solutions. As a result, segment data for 2021 has been re-stated. 8 Growing Solutions 3% 11% 13% 12% 18% 6% Sales EBITDA Sales EBITDA US$M Quarterly US$M Annual

CULTURE RANKINGS REPORTING BUSINESS IMPACT CULTURE REPORTING RANKINGS BUSINESS IMPACT Carbon Disclosure Project Water score improved to B Carbon Disclosure Project Climate change score improved to A- Food security Positively impacting 400M people daily ~5% of world’s population Scope 3 Emissions calculation completed and audited EU CBAMFirst reporting process completed GHG EmissionsAchieved 120k ton reduction – improved 4% YoY and 22% since 2018 GHG Data Water and waste monitoring assurance completed MSCI Rating upgraded to BBB EcoVadis Improved score to 75, an increase of three points SBTi Committed to set decarbonization plan MAALA Highest Platinum+ ranking for corporate responsibility for 5th consecutive year Green PPAs Signed twoagreements in Israel ESG Report Published annual corporate responsibility report Sustainability Linked Loan Entered into $1.55B revolving credit facility TCFD/SASB Second year of annual disclosure Bloomberg ESG Index Industry leading member for 5th straight year American Chemistry Council Recognized for safety performance Top workplace U.S., Israel and Brazil Verdantix EHS Received EMEA safety and social impact award ISO Certification Completed for Brazil sites 2022 corporate responsibility report is available on our https://www.icl-group.com/sustainability/ Sustainability highlights | 2023 9

10 M&A and business development Agriculture Accelerating biologicals portfolio growth in Brazil with strategic acquisition Partnering to expand into AI crop nutrition solutions and advance sustainable agriculture practices Expanding new product distribution through partnerships Energy Developing Customer Innovation and Qualification Center (CIQC) Signing new partnership agreements for battery materials New and continuing investments 10

Energy storage expected surge in demand to benefit PS and IP businesses across multiple end-markets Food security ability to feed ~400M daily, due to fertilizers, food specialty products and food safety solutions Leadership Roadmap Positioned for long-term growth, by targeting key inflection points 11

Fourth Quarter 2023 Financial Results Aviram Lahav CFO

Inflation rates generally stable Interest rates remain elevated but steady Return to global growth expected Construction market forecasted to rebound Grain prices relatively stable Farmer sentiment improved Commodity fertilizer prices mixed Freight rates increasing 13 Macro overview

Inflation Rate Interest rates Percentage Global industrial production YoY change Sources: Inflation – Bloomberg, as of 12.31.23. Interest rates – Global-rates.com, as of 2.1.24. Global industrial production – Oxford Economics, CRU, as of January 2024. U.S. housing starts – Bloomberg, as of 12.31.23. 14 Global indicators U.S. housing starts in thousands +8% +160 bps

Key market metrics | fertilizers Farmer sentiment Index Inputs US$ Supramax Timecharter Average US$/day Sources: Grain Price Index – CRU, as of 12.31.23. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 12.31.23. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 12.31.23. Supramax - Hudson Shipping, as of 12.31.23. 15 Grain Price Index US¢/bushel

Key market metrics | energy storage and EVs WPA demand ‘000s mt P2O5 Technical MAP demand ‘000s mt Global LFP phosphate demand ‘000s mt P2O5 Sources: EV sales forecasts – ESource, as of October 2023. Phosphate demand for battery sector – CRU, 2024 forecast. 16 EV sales forecasts M of units EV Sales All Vehicle Sales EV Penetration Rate Cars sold (M) Penetration rate (%)

17 Sales bridge Full year 2023 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Note: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

18 Profit bridge Full year 2023 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Note: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

19 Sales bridge Fourth quarter 2023 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Note: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

20 Profit bridge Fourth quarter 2023 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Note: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

21 MOP industry cost curve Cash costs US$/t, excluding royalties, FOB load port Potash ASP US$ Sources: Cost curve – data shown for 2022 and used with permission of CRU International Ltd. 2023, all rights reserved. Potash ASP – Visible Alpha, as of 2.21.24. 0 10 20 30 40 50 Production Mt $500 $400 $300 $200 $100 $0 ICL DSW Potash costs and prices Leading positions

22 Bromine industry cost curve Bromine concentration Bromine quality and costs Leading positions Sources: Left graph – internal calculations; right graph – Weizmann Institute of Science. Sea Water(China, Japan) Underground Wells (China) Salt Lake (India) Underground Wells (USA) Dead Sea(Israel, Jordan) 0.06 to 0.11 0.1 to 0.2 2.5 to 4.5 3.5 to 5.5 10.0 to 12.0 China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti g/L Relative production cost

Driving company-wide efficiencies 23 Benefits to continue into 2024 Phase I – achieved significant savings in 2023 via operational execution Phase II – restructuring efforts taken in 4Q’23 set stage for additional savings in 2024 Consolidated North American production sites Restructured dairy and other protein-related business Consolidated Industrial Products R&D efforts Completed early retirement program

24 Highlights Reduced SG&A by ~8% YoY Strong cash conversion Available resources of $1.9B Net debt to adjusted EBITDA(1) of 1.1 Expanded financial flexibility with $1.55B sustainability linked credit facility Total 2023 dividend distribution of $357M, for 4.7% yield Note: Available cash resources as of 12.31.23 and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Dividend yield shown on TTM basis. (1) Net debt to adjusted EBITDA (as of 12.31.23) and free cash flow are non-GAAP financial measures; please see appendix for additional details. Driving efficiencies and delivering shareholder returns Financial overview

25 Specialties-driven EBITDA(1) of $0.7B to $0.9B Potash sales volumes of 4.6M to 4.9M metric tons 4Q’23 Potash EBITDA should give good indication of EBITDA at current prices Every $20 change in average potash CIF price from current levels expected to result in $100M annual impact to EBITDA Expected tax rate of approximately 30% Full year 2024 Guidance (1) Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions and is a non-GAAP measures; please see appendix for additional details.

Thank you Contact Peggy.ReillyTharp@icl-group.com for more information on ICL View our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx

Appendix Fourth Quarter 2023

Calculation of segment EBITDA Fourth quarter of 2023 Industrial Products US$M 4Q’23 4Q’22 4Q’21 Segment sales $299 $349 $422 Segment operating income $39 $95 $111 Segment operating margin 13% 27% 26% Depreciation and amortization $17 $15 $18 Segment EBITDA $56 $110 $129 Segment EBITDA margin 19% 32% 31% Growing Solutions US$M 4Q’23 4Q’22 4Q’21 Segment sales $478 $527 $492 Segment operating income ($5) $32 $42 Segment operating margin (1%) 6% 9% Depreciation and amortization $20 $24 $21 Segment EBITDA $15 $56 $63 Segment EBITDA margin 3% 11% 13% Potash US$M 4Q’23 4Q’22 4Q’21 Segment sales $474 $713 $647 Segment operating income $122 $340 $244 Segment operating margin 26% 48% 38% Depreciation and amortization $46 $45 $40 Segment EBITDA $168 $385 $284 Segment EBITDA margin 35% 54% 44% Phosphate Solutions US$M 4Q’23 4Q’22 4Q’21 Segment sales $544 $627 $571 Segment operating income $74 $116 $87 Segment operating margin 14% 19% 15% Depreciation and amortization $59 $49 $46 Segment EBITDA $133 $165 $133 Segment EBITDA margin 24% 26% 23% Phosphate Specialties US$M 4Q’23 4Q’22 4Q’21 Specialties sales $343 $403 $374 Specialties operating income $38 $66 $45 Specialties operating margin 11% 16% 12% Specialties D&A $17 $13 $15 Specialties EBITDA $55 $79 $60 Specialties EBITDA margin 16% 20% 16% Phosphate Commodities US$M 4Q’23 4Q’22 4Q’21 Commodities sales $201 $224 $197 Commodities operating income $36 $50 $42 Commodities operating margin 18% 22% 21% Commodities D&A $42 $36 $31 Commodities EBITDA $78 $86 $73 Commodities EBITDA margin 39% 38% 37% Note: Numbers may not add, due to rounding and set-offs. In 2022, ICL consolidated its specialty agriculture businesses under Growing Solutions (formerly Innovative Ag Solutions or IAS) and moved ICL Boulby and other European business components from Potash and Phosphate Solutions to Growing Solutions. As a result, segment data for 2021 has been re-stated. 28

Calculation of segment EBITDA Full year 2023 Industrial Products US$M FY’23 FY’22 FY’21 Segment sales $1,227 $1,766 $1,617 Segment operating income $220 $628 $435 Segment operating margin 18% 36% 27% Depreciation and amortization $57 $61 $65 Segment EBITDA $277 $689 $500 Segment EBITDA margin 23% 39% 31% Growing Solutions US$M FY’23 FY’22 FY’21 Segment sales $2,073 $2,422 $1,670 Segment operating income $51 $378 $135 Segment operating margin 2% 16% 8% Depreciation and amortization $68 $70 $62 Segment EBITDA $119 $448 $197 Segment EBITDA margin 6% 18% 12% Potash US$M FY’23 FY’22 FY’21 Segment sales $2,182 $3,313 $1,776 Segment operating income $668 $1,822 $399 Segment operating margin 31% 55% 22% Depreciation and amortization $175 $166 $148 Segment EBITDA $843 $1,988 $547 Segment EBITDA margin 39% 60% 31% Phosphate Solutions US$M FY’23 FY’22 FY’21 Segment sales $2,483 $3,106 $2,254 Segment operating income $329 $777 $294 Segment operating margin 13% 25% 13% Depreciation and amortization $221 $189 $207 Segment EBITDA $550 $966 $501 Segment EBITDA margin 22% 31% 22% Phosphate Specialties US$M FY’23 FY’22 FY’21 Specialties sales $1,527 $1,788 $1,342 Specialties operating income $217 $383 $155 Specialties operating margin 14% 21% 12% Specialties D&A $60 $53 $54 Specialties EBITDA $277 $436 $209 Specialties EBITDA margin 18% 24% 16% Phosphate Commodities US$M FY’23 FY’22 FY’21 Commodities sales $956 $1,318 $912 Commodities operating income $112 $394 $139 Commodities operating margin 12% 30% 15% Commodities D&A $161 $136 $153 Commodities EBITDA $273 $530 $292 Commodities EBITDA margin 29% 40% 32% Note: Numbers may not add, due to rounding and set-offs. In 2022, ICL consolidated its specialty agriculture businesses under Growing Solutions (formerly Innovative Ag Solutions or IAS) and moved ICL Boulby and other European business components from Potash and Phosphate Solutions to Growing Solutions. As a result, segment data for 2021 has been re-stated. 29

Segment results analysis Fourth quarter of 2023 Segment Sales US$M Industrial Products Potash Phosphate Solutions Growing Solutions 4Q’22 $349 $713 $627 $527 Quantity $63 $11 ($7) $98 Price ($115) ($255) ($81) ($165) Exchange rates $2 $5 $5 $18 4Q’23 $299 $474 $544 $478 Segment EBITDA US$M Industrial Products Potash Phosphate Solutions Growing Solutions 4Q’22 $110 $385 $165 $56 Quantity $29 $13 $1 $31 Price ($115) ($255) ($81) ($165) Exchange rates $8 $8 $6 $2 Raw materials $7 $4 $24 $111 Energy $4 $5 ($1) $1 Transportation $8 ($2) ($3) $2 Operating and other expenses $5 $10 $22 ($23) 4Q’23 $56 $168 $133 $15 30

Segment results analysis Full year 2023 Segment Sales US$M Industrial Products Potash Phosphate Solutions Growing Solutions FY’22 $1,766 $3,313 $3,106 $2,422 Quantity ($325) $35 ($211) $106 Price ($216) ($1,167) ($393) ($470) Exchange rates $2 $1 ($19) $15 FY’23 $1,227 $2,182 $2,483 $2,073 Segment EBITDA US$M Industrial Products Potash Phosphate Solutions Growing Solutions FY’22 $689 $1,988 $966 $448 Quantity ($193) $16 ($89) $50 Price ($216) ($1,167) ($393) ($470) Exchange rates $21 $12 $23 ($11) Raw materials ($17) $3 $74 $131 Energy ($6) $19 ($15) ($2) Transportation $22 $33 $7 - Operating and other expenses ($23) ($61) ($23) ($27) FY’23 $277 $843 $550 $119 31

Reconciliation tables Calculation of adjustments for fourth quarter of 2023 Adjusted EBITDA US$M 4Q’23 4Q’22 4Q’21 Net income $84 $342 $298 Financing expenses, net $33 $41 $38 Taxes on income $33 $158 $128 Less: Share in earnings of equity-accounted investees ($1) ($1) ($3) Operating income $149 $540 $461 Depreciation and amortization $146 $136 $129 Adjustments(1) $62 $22 ($3) Adjusted EBITDA $357 $698 $587 Free cash flow US$M 4Q’23 4Q’22 4Q’21 Cash flow from operations $415 $467 $344 Additions to PP&E, intangible assets, and dividends from equity-accounted investees(2) ($255) ($209) ($178) Free cash flow $160 $258 $166 Adjusted NI and diluted EPS US$M, ex. per share 4Q’23 4Q’22 4Q’21 Net income, attributable $67 $331 $283 Adjustments(1) $62 $22 ($3) Total tax adjustments ($6) $5 $59 Adjusted net income, attributable $123 $358 $339 Weighted-average number of diluted ordinary shares outstanding in millions 1,291 1,291 1,289 Adjusted diluted EPS $0.10 $0.28 $0.26 Net debt to adjusted EBITDA(3) US$M 4Q’23 Net debt $1,913 Adjusted EBITDA $1,714 Net debt to adjusted EBITDA 1.1 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Also includes proceeds from sale of property, plants and equipment (PP&E). (3) Net debt to adjusted EBITDA ratio is calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. 32

Reconciliation tables Calculation of adjustments of full year 2023 Adjusted EBITDA US$M FY’23 FY’22 FY’21 Net income $687 $2,219 $832 Financing expenses, net $168 $113 $122 Taxes on income $287 $1,185 $260 Less: Share in earnings of equity-accounted investees ($1) ($1) ($4) Operating income $1,141 $3,516 $1,210 Depreciation and amortization $536 $498 $493 Adjustments(1) $77 ($7) ($16) Adjusted EBITDA $1,754 $4,007 $1,687 Free cash flow US$M FY’23 FY’22 FY’21 Cash flow from operations $1,595 $2,025 $1,065 Additions to PP&E, intangible assets, and dividends from equity-accounted investees(2) ($777) ($710) ($600) Free cash flow $818 $1,315 $465 Adjusted NI and diluted EPS US$M, ex. per share FY’23 FY’22 FY’21 Net income, attributable $647 $2,159 $783 Adjustments(1) $77 ($7) ($16) Total tax adjustments ($9) $198 $57 Adjusted net income, attributable $715 $2,350 $824 Weighted-average number of diluted ordinary shares outstanding in millions 1,291 1,290 1,287 Adjusted diluted EPS $0.55 $1.82 $0.64 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Also includes proceeds from sale of property, plants and equipment (PP&E). 33

Guidance and non-GAAP financial measures Guidance: The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular because special items such as restructuring, litigation and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. For 2023, specialties businesses are represented by the Industrial Products and Growing Solutions segments and the specialties part of the Phosphate Solutions segment, and we present EBITDA from the phosphate specialties part of the Phosphate Solutions segment, as we believe this information is useful to investors in reflecting the specialty portion of our business. Beginning with 2024, we are providing specialties-driven EBITDA, which will include Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties-focused, and for our Potash business, we will be providing sales volume guidance. Non-GAAP financial measures: The company discloses in this presentation non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, adjusted EBITDA, and specialties-driven adjusted EBITDA. The management uses adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, adjusted EBITDA, and specialties-driven adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting operating income to add certain items, as set forth in the reconciliation table under "adjustments to reported operating and net income (non-GAAP)", in the appendix below. Certain of these items may recur. The company calculates adjusted net income attributable to the company’s shareholders by adjusting net income attributable to the company’s shareholders to add certain items, as set forth in the reconciliation table under "adjustments to reported operating and net income (non-GAAP)", in the appendix below, excluding the total tax impact of such adjustments. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. The company calculates adjusted EBITDA as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization and adjust items presented in the reconciliation table under "consolidated adjusted EBITDA and diluted adjusted earnings per share for the periods of activity" in the appendix below, which were adjusted for in calculating the adjusted operating income. Commencing with the year 2022, the company’s adjusted EBITDA calculation is no longer adding back minority and equity income, net. While minority and equity income, net reflects the share of an equity investor in one of the company’s owned operations, since adjusted EBITDA measures the company’s performance as a whole, its operations and its ability to satisfy cash needs before profit is allocated to the equity investor, management believes that adjusted EBITDA before deduction of such item is more reflective. You should not view adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, adjusted EBITDA, and specialties-driven adjusted EBITDA as a substitute for operating income or net income attributable to the company’s shareholders determined in accordance with IFRS, and you should note that the definitions of adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, adjusted EBITDA, and specialties-driven adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of ICL’s non-IFRS financial measures as tools for comparison. However, the company believes adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share and adjusted EBITDA provide useful information to both management and investors by excluding certain items management believes are not indicative of ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management's performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance. The company presents a discussion in the period-to-period comparisons of the primary drivers of changes in the results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on its businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the financial statements. 34

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| ICL Group Ltd. |
| By: | /s/ Aviram Lahav |
|  | Name: | Aviram Lahav |
|  | Title: | Chief Financial Officer |

| ICL Group Ltd. |
| By: | /s/ Aya Landman |
|  | Name: | Aya Landman |
|  | Title: | VP, Chief Compliance Officer & Corporate Secretary |

Date: February 28, 2024