ICL Group (ICL) investor relations material

Agreement finalization and key terms

• Signed a final, binding agreement with the State of Israel on asset valuation and transition, based on the November 2025 MOU, with no major changes from prior disclosures.

• Asset valuation set at $2.54 billion, plus reimbursement for permanent salt harvesting project investments made from January 1, 2025, estimated at hundreds of millions of dollars.

• Payment schedule finalized: 95% paid on April 1, 2030, and remaining 5% on September 1, 2030, with additional reimbursement for Harvesting Solution investments within 60 days of completion if not finished by concession end.

• No set-off rights for the state against the total consideration; all assets to be transferred in usable condition at concession end, with transfer procedure starting six months before expiry.

• Agreement ensures continuity for downstream operations, with raw material supply secured through at least March 31, 2035, and possible extensions.

Strategic implications and future process

• Agreement provides long-term certainty, enabling effective planning and risk reduction ahead of the new concession tender.

• Removes risk of prolonged arbitration or legal disputes, securing compensation and operational continuity.

• Profitability of downstream and concession operations expected to remain stable until at least 2035.

• Company will cooperate with the state's tender process, including providing data and site access for due diligence, and will not object to cancellation of its right of first offer.

• If new concession terms are not viable, alternative sourcing and business adjustments are being considered.

Timeline and competitive process

• New law legislation expected to conclude within 1–1.5 years, followed by prequalification for bidders in 2026.

• RFP phase planned for 2027, with concession holder selection by end of 2027 and allocation in early 2028.

• National security arrangements may limit foreign ownership in future concession awards.

• Company remains confident as the leading candidate for the new concession, citing expertise and experience, even without right of first offer.

• Agreement aligns with the Concession Law and replaces the 2020 investment procedure with a new mechanism for investment and maintenance reporting and reconciliation.