ICL : THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS - Form 6-K

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint(s) Lilach Geva Harel, Adv. and Aya Landman, Adv., or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 1.00 per share, of ICL Group Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the Annual General Meeting of Shareholders of the Company (the "Meeting") to be held on Wednesday, March 30, 2022, at 10:00 a.m. (Israel time) at the offices of the Company, Millennium Tower, 23 Aranha Street, 22^nd Floor, Tel Aviv, Israel, or via Zoom (meeting URL: https://icl-group.zoom.us/j/99454001745?pwd=MzFzVEhXcGM5YWE0QkFxUWJZQlNyUT09; meeting ID: 994 5400 1745; Passcode 877203), and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the Notice of and Proxy Statement for the Meeting (receipt of which is hereby acknowledged):

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ITEM SET FORTH ON THE REVERSE. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

VOTES CAST ON ITEM 3, ITEM 4, ITEM 5 AND ITEM 6 SET FORTH ON THE REVERSE WILL NOT BE COUNTED UNLESS "YES" OR "NO" HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER IS A CONTROLLING SHAREHOLDER OF THE COMPANY OR HAS A PERSONAL INTEREST (AS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO SUCH PROPOSAL.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ICL GROUP LTD.

MARCH 30, 2022

GO GREEN

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Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

↓ Please detach along perforated line and mail in the envelope provided. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1 SET FORTH BELOW. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1.

Re-election of nine directors to serve as members of the Board of Directors of the Company, effective as of the date of the Meeting until the next annual general meeting of shareholders of the Company or until any of their earlier resignation or removal.

	FOR	AGAINST	ABSTAIN
Yoav Doppelt	☐	☐	☐
Aviad Kaufman	☐	☐	☐
Avisar Paz	☐	☐	☐
Sagi Kabla	☐	☐	☐
Ovadia Eli	☐	☐	☐
Reem Aminoach	☐	☐	☐
Lior Reitblatt	☐	☐	☐
Tzipi Ozer Armon	☐	☐	☐
Gadi Lesin	☐	☐	☐

2.

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.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

3.

Approval of a new Compensation Policy for Office Holders.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

3A.

Are you a controlling shareholder of the Company or do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 3? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 3)

	YES	NO
	☐	☐

4.

Subject to approval of Proposal 3 and effective as of July 1, 2022, approval of amended compensation terms of Mr. Yoav Doppelt, the Executive Chairman of the Company, subject only to his reelection at the Meeting.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

4A.

Are you a controlling shareholder of the Company or do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 4? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 4)

	YES	NO
	☐	☐

5.

Approval of an equity-based award to Mr. Yoav Doppelt, the Executive Chairman of the Company, subject to his reelection at the Meeting.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

5A.

Are you a controlling shareholder of the Company or do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 5? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 5)

	YES	NO
	☐	☐

6.

Approval of an equity-based award to Mr. Raviv Zoller, the Chief Executive Officer of the Company.

	FOR	AGAINST	ABSTAIN
	☐	☐	☐

6A.

Are you a controlling shareholder of the Company or do you have a "personal interest" (as defined in the Proxy Statement) with respect to the subject matter of Proposal 6? (Please note: if you do not mark either "YES" or "NO" your shares will not be voted on Proposal 6)

	YES	NO
	☐	☐

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

Signature of Shareholder _______ Date _____ Signature of Shareholder__________ Date _____

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.