ON THE COMPANY
A. HISTORY AND
DEVELOPMENT OF THE COMPANY
Our
legal name is ICL Group Ltd. and our commercial name is ICL. We are a public company and operate as a limited liability company under
the laws of Israel. Our registered headquarters is located at Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv 61202,
Israel. The telephone number at our registered office is +972‑3‑684‑4400. Our website address is www.icl‑group.com.
The reference to our website is intended to be an inactive textual reference and the information on, or accessible through, our website
is not intended to be part of this Annual Report.
The
Company is subject to certain of the informational filing requirements of the Exchange Act. Since
the Company is a “foreign private issuer”, it is exempt from the rules and regulations under the
Exchange Act prescribing the furnishing and content of proxy statements. In addition, the Company is not required to file reports
and financial statements with the SEC as frequently or as promptly as US public companies
whose securities are registered under the Exchange Act. However, the Company is required
to make certain filings with the SEC, including an Annual Report on Form 20-F containing financial statements audited
by an independent registered public accounting firm. The SEC also maintains a website at http://www.sec.gov
that contains reports and other information that the Company files with or furnishes
electronically to the SEC. While, beginning March 18, 2026, officers and directors of the Company will be required to comply with the
reporting requirements of Section 16 with respect to their beneficial ownership of the Company’s securities, our principal shareholders
are not required to report beneficial holdings under Section 16(a) of the Exchange Act, and our directors, officers and principal shareholders
continue to be exempt from the insider short-swing profit recovery regime under Section 16(b) of the Exchange Act with respect to
their purchase and sale of ordinary shares.
ICL
was established in Israel in 1968 as a government-owned and -operated company in Israel and operates as a limited liability company under
the laws of Israel. In 1975, the shares of certain companies (including, among others, ICL Dead Sea, ICL Rotem, Dead Sea Bromine, Bromine
Compounds and Tami) were transferred to ICL. In 1992, following a decision of the Israeli government to privatize ICL, the State of Israel
published its tender prospectus, 20% of the Company's shares were sold to the public and its shares were registered for trading on the
Tel‑Aviv Stock Exchange (TASE). Prior to our public share issuance, a Special State Share in our Company and our main Israeli subsidiaries
was issued to the State of Israel (for further details regarding the terms of the Special State Share, see “Item 10 - Additional
Information— B. Memorandum, Articles of Association and Special State Share”).
In 1995, the State of Israel sold its controlling interest in the Company (representing approximately 24.9% of our shares) to Israel Corp.,
a publicly traded company on the TASE (ILCO), which was controlled at that time by the Eisenberg family. A majority of the ordinary shares,
held by the State of Israel, were sold during the following years. In 1999, the Ofer Group acquired the Eisenberg family’s shares
in Israel Corp. In 2000, the State of Israel ceased to be a stakeholder in terms of holding any of our ordinary shares, but it retained
its Special State Share. In September 2014, we listed our shares on the New York Stock Exchange, and they are currently traded in Tel
Aviv and in New York.
As
of December 31, 2025, Israel Corp. held approximately 43.11% of our outstanding ordinary shares and approximately 43.93% of the shareholders'
voting rights.
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The
following is a list of significant acquisitions and divestitures over the last several years:
• In January 2026, the Company acquired 49.9% of Bartek Ingredients' shares. Bartek is a global leader in food-grade malic and fumaric acids, serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets worldwide. These functional food ingredients are used by food and beverage companies to enhance flavor profiles, extend shelf life, and improve overall product quality.
• In July 2024, the Company acquired Custom Ag Formulators (CAF), a North American provider of customized agriculture formulations and products customized for growers. CAF offers a diverse assortment of liquid adjuvants and enhanced nutrients, as well as various other specialty products.
• In February 2024, the Company acquired Nitro 1000, a manufacturer, developer and provider of biological crop inputs in Brazil. Nitro 1000’s products mainly target soybean, corn and sugar cane crops, and their application replaces or optimizes the use of fertilizers. These products help farmers increase profitability, as well as offer more sustainable options.
For
further information regarding our significant acquisitions, see Note 8 to the Audited Financial Statements. For information regarding
our principal capital expenditures during the last three fiscal years, see “Item 5 - Financial Results and Business Overview—
B. Liquidity and Capital Resources”.
B. BUSINESS OVERVIEW
Company
Overview
ICL
Group Ltd. is a global leader in agriculture, food and industrial solutions, utilizing its unique mineral resources and extensive expertise
to address key sustainability challenges related to food security and access to essential minerals. ICL is focused on driving long-term
growth through its specialty agriculture and food businesses, while strategically managing its bromine, potash, and phosphate mineral
resources. ICL’s global professional workforce is dedicated to expanding its growth engines and efficiently operating – both
structurally and economically – while maintaining and optimizing its core operations. The Company’s operations are organized
under four segments: Industrial Products (Bromine), Potash, Phosphate Solutions and Growing Solutions.
Our
principal assets include:
• Access to one of the world’s richest, longest‑life and lowest‑cost sources of potash and bromine (the Dead Sea).
• A potash mine and processing facilities in Spain.
• Bromine compounds processing facilities in Israel, the Netherlands and China.
• A unique integrated phosphate value chain that extends from phosphate rock mines in Israel and in China to value‑added downstream products produced in facilities located in Israel, Europe, the US, Brazil, Australia and China. Our specialty phosphates serve the food industry by providing texture and stability solutions to the meat, meat alternatives, poultry, sea food, dairy and bakery markets, as well as numerous other industrial markets, such as metal treatment, water treatment, oral care, carbonated drinks, asphalt modification, paints and coatings and more.
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• Polysulphate® resources in the UK.
• Customized, highly effective specialty fertilizers that provide improved value to growers, provide essential plant nutrition, optimize crop yields, and reduce environmental impact.
• A focused and highly experienced team of technical experts that develop production processes, new applications, formulations and products for our agricultural and industrial markets.
• A strong crop nutrition sales and marketing infrastructure that optimizes distribution channels of commodity, specialty and semi-specialty fertilizers by leveraging its commercial excellence, global operational efficiency, region-specific knowledge, agronomic and R&D capabilities, logistical assets and customer relationships.
• Research & Development and Innovation: We benefit from our proximity to Israel’s global-leading high-tech and agri-tech eco-system, as well as our vast agronomy and chemistry knowledge that we have accumulated over decades. Our extensive global R&D infrastructure includes 24 R&D and Innovation centers around the world that employ 300 highly experienced personnel who have obtained our 945 active patents in 175 patent families. ICL's R&D unit supports the development of new, innovative products, applications and formulations for each of our operating segments through internal research, employee ideation and collaborative research with third parties.
• An extensive global logistics and distribution network with operations in over 30 countries.
For
the year ended December 31, 2025, we generated total sales of $7,153 million, operating income of $580 million, adjusted operating
income of $873 million, net income attributable to the shareholders of the Company of $226 million and adjusted net income attributable
to the shareholders of the Company of $465 million. See "Item 5 – Financial Results and Business Overview– A. Operating Results"
and Note 5 to our Audited Financial Statements.
Sales
in the Industrial Products segment totaled $1,254 million, with operating profit attributable to the segment of $220 million. The Potash
segment generated sales of $1,714 million and operating profit of $298 million. The Phosphate Solutions segment reported sales of $2,333
million and operating profit of $342 million. Sales in the Growing Solutions segment totaled $2,063 million, with operating profit attributable
to the segment of $135 million.
For
a breakdown of sales and a geographic market by segments, see “Item 5 – Financial Results and Business Overview— A.
Operating Results” and Note 5 to our Audited Financial Statements.
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Markets
and Industries
General
Our
strategy focuses on addressing three global mega trends: food availability, access to mineral resources, and deglobalization. ICL positions
itself as a strategic player addressing these trends, supported by access to key mineral resources – mainly potash, phosphate and
bromine. Our business is structured around these three mineral value chains,
which serve as the primary raw materials for many of the value-added downstream products in our portfolio. Our operations are organized
under four reporting segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions. The segments represent a specific
value chain, and we are leaders in each of these segments – either in terms of market share or cost competitiveness.
We
are well represented geographically – across Europe, North and South America, and Asia, both in terms of sales and production. This
geographic diversity enables us to provide global reach with local empowerment, which is especially important as more countries are turning
inward, in the search for critical solutions.
Our
Industrial Products segment primarily operates our bromine value chain, which includes elemental bromine and bromine compounds used in
a wide range of industrial applications, including bromine-based flame retardants for electronics components. This segment also operates
several complementary businesses, mainly phosphorous-based flame retardants, used mainly in building and construction, and additional
Dead Sea minerals serving industries like pharmaceutical, food, oil and gas, and de-icing.
Our
Potash segment operates our potash value chain and includes primarily potash fertilizers and our magnesium business (a byproduct of potash
production), which produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite.
Our
Phosphate Solutions segment is based on our phosphate value chain. It includes specialty phosphate salts and acids used across a wide
range of end-markets and applications, including food and beverage, pharmaceuticals, oral care, building and construction, paints and
coatings, cleaning, water treatment, and other industrial applications. This segment also produces commodity phosphates, primarily used
as fertilizers. Additionally, through ICL’s YPH joint venture in China, the segment manufactures raw materials for LFP batteries,
which are essential for electric vehicles (EVs) and for energy storage applications.
Our
fourth segment, Growing Solutions, includes our specialty fertilizers business. This segment strives to enhance its broad portfolio of
solutions in the specialty crop nutrition space. In 2024, ICL strengthened this segment through two strategic acquisitions: a biologicals
solutions company in Brazil and a specialty plant nutrition company in North America. These acquisitions positioned ICL as a leading specialty
plant nutrition provider in Brazil and significantly expanded our global footprint. Additionally, in 2024, Growing Solutions enhanced
its presence in China through a five-year agreement with AMP Holdings Group Co. Ltd., one of China's leading agricultural distributors,
to market specialty water-soluble fertilizers.
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Agriculture
Markets
Fertilizers
Our
Growing Solutions, Potash and Phosphate Solutions business segments produce both commodity and specialty for agriculture markets worldwide.
Fertilizers serve an important role in global agriculture, by providing vital nutrients to increase both crop yield and quality. Nitrogen,
phosphorus and potassium (N, P and K) constitute the three major nutrients required for plant growth, and there are no artificial substitutes
for potassium and phosphorus. Although these nutrients are naturally found in soil, they are depleted over time by farming, which can
lead to declining crop yields and land productivity. To replenish these nutrients, farmers must apply fertilizers.
Each
of these three nutrients plays a different role in plant development and helps crops achieve their growth potential. Potassium and phosphorus
are vital for the plant’s physiological processes, including strengthening cereal stalks, stimulating root development, promoting
leaf and fruit health, and accelerating the growth rate of crops. Potassium also enhances a plant’s ability to withstand drought
and cold, improves the efficient use of nitrogen and other nutrients necessary for plant development, and improves the durability of agricultural
products in storage and transportation, thereby prolonging shelf life.
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Short-term
demand for fertilizers is volatile, seasonal and affected by various factors, such as the weather in the world’s key agricultural
growing regions, fluctuations in planting of main crops, agricultural input costs, agricultural product prices, and developments in biotechnology.
Some of these factors are influenced by various countries’ government subsidies and environmental regulations or by the financing
opportunities available to farmers or producers of agriculture inputs. In addition, currency exchange rates, legislation and international
trade policies have an impact on the supply, demand and level of consumption of fertilizers worldwide. Despite any short-term issues,
we expect that the upward growth trend in fertilizer markets will be maintained over the long-term.
Global
fertilizer demand is also driven by the supply/demand balance for grains and other agriculture products, which impacts prices. Supply
of agriculture products is influenced by weather, planted areas and input usage, while demand is primarily influenced by population growth
and dietary changes in the developing world.
Population
and Income Growth per Capita. Historically, growth in global fertilizer consumption has been closely
correlated to the growth of the world’s population, which is expected to grow from 8 billion in 2024 to 9.7 billion by 2050, according
to the United Nations (UN). Economic growth in emerging markets supports food demand and, as a result, fertilizer use. In addition, growth
in income per capita in developing markets is resulting in a shift to more protein rich diets through higher meat consumption, which requires
larger quantities of grain for livestock. According to estimates published by the International Monetary Fund (IMF), GDP per capita in
emerging markets and developing economies (current prices) is expected to remain relatively flat between 2025 and 2026 at roughly 4.2%.
Declining
Arable Land per Capita.
As global population grows, mainly in cities, farmland per capita decreases and more food production is needed from each acre of farmland,
which requires increased yield per planted area. New arable land is available only in limited quantities and is concentrated in a limited
number of areas. Therefore, the only viable path to increased crop production is by increasing yields in developing regions – mainly
in China, India, Russia, Africa and Central America. This can be achieved by optimizing the use of fertilizers - especially improving
the balance in the use of potash, which is underutilized versus nitrogen fertilizers - together with improved water availability and improved
seeds.
Grain
Stock‑to‑Use Ratio. Stocks are an important market variable, which represent inventories
at a point in time, and reflect the balance between supply and demand. The stock-to-use ratio also indicates the level of carryover stock
for any given commodity, as a percentage of the total demand or use. High stock-to-use ratio indicates that more supply is available,
generally leading to lower prices. Conversely, low stock-to-use ratio indicates a tight supply situation and higher prices.
This
ratio also can be used to indicate whether current and projected stock levels are critical or plentiful. Comparing the current year's
stock-to-use ratio with years when carryover stocks were below normal – as well as years when carryover stocks were above normal
– will help provide an estimate as to the direction of the price trend, as well as the probable extent of price changes.
The
ratio is illustrated in the chart below, from 2000 until 2012/13, growing pressure on food demand and unfavorable weather resulted in
low stocks relative to consumption. Between 2012/13 and 2017/18, pressure on stocks eased as grain harvests improved. Whereas harvests
have generally continued positively in the main growing areas around the globe, persistently firm consumption has seen the ratio tighten
again in recent years. Any unexpected and/or significant weather events will pose a risk, likely sending crop prices higher.
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The
2024/25 and 2025/26 crop cycles benefited from generally favorable weather conditions, supporting yields in key growing regions and exerting
downward pressure on prices. While corn, wheat, and rice prices fell by 2.1%, 9.7%, and 30.4%, respectively, year-on-year, soy bucked
the trend, rising 6.5% in 2025.
The
WASDE (World Agricultural Supply and Demand Estimates) report, published by the USDA in January 2026, showed a continued decrease in the
expected ratio of global inventories of grains to consumption to 26.7% for the 2025/26 agriculture year, compared to 26.9% for the 2024/25
agriculture year, and 28.3% for the 2023/24 agriculture year.
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Specialty
Agriculture
Specialty
fertilizer markets are estimated to grow at a CAGR of 6.5% from 2025 to 2030, depending on the market segment (Luclntel, 2023), which
is faster than the conventional fertilizer market. Farmers use specialty fertilizers to meet the needs of specific crops, soil types and
climates, to achieve more efficient and effective fertilization, and to maximize yield and quality. Specialty fertilizers allow for more
precise application of the critical foundations for plant development and are generally used for specialty crops - such as fruits and
vegetables, greenhouses and horticulture. In recent years, usage has also expanded to larger specialty field crops. The global increase
in the demand for food is expected to drive a related increase in the use of specialty fertilizers. These fertilizers include enhanced
efficiency fertilizers, such as controlled release fertilizers (CRF), which allow for the precise release of nutrients over time and delayed
or slow-release fertilizers (SRF), which allow for a very slow release of nutrients (nitrogen and potassium only). Other enhanced efficiency
fertilizers include liquid fertilizers, integrated into irrigation systems and in herbicides, and fully water-soluble fertilizers, which
are most commonly used for fertilization by means of drip irrigation systems and foliar spraying.
The
expected market growth of specialty fertilizers is supported by the following global trends:
The
need for an increase in yields and crop quality
Enhanced
efficiency fertilizers, which include CRFs, increase the quality and yield of crops through more efficient crop uptake of nutrients. Many
specialty-fertilizer field trials in various growing regions have already demonstrated the benefits of using new fertilizer technologies
and, as a result, the enhanced efficiency fertilizers category is rapidly growing globally.
Regulatory
pressure and environmental trends
Environmental
regulations can impose restrictions on the level of nutrient usage. This results in a shift toward more efficient nutrient solutions,
such as CRFs, water-soluble fertilizers or biostimulants.
An
example of such regulation is the EU Nitrate Directive, which sets a limit on the amount of nitrates that may be found in the water supply.
Specialty fertilizers, such as CRFs, can optimize the availability of nitrogen to the crop, thereby reducing nitrate levels. To address
sustainability issues, ICL introduced eqo.x, the first offering in the market to provide a CRF coating, which biodegrades rapidly. We
believe that eqo.x will help farmers maximize their agricultural crop performance while also limiting environmental impact. It will also
allow for increased or similar yields, with reduced fertilization rates, and therefore can help reduce the number and amount of nitrogen
applications, while providing consistent and predictable nutrient release.
New
Grower Practices
Grower
practices can have a substantial impact on the growth of the specialty fertilizers market. Fertigation usage is growing, and applying
fertilizers via fertigation systems is much more efficient when using specialty fertilizers. Ongoing improvements in agricultural technology
have resulted in an increase in the usage of drip irrigation and an increase in demand for liquid and water-soluble fertilizers.
All
of the above factors are expected to contribute to an increase in long-term demand for specialty fertilizer solutions.
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Food
Markets
Phosphate
Solutions
Our
Phosphate Specialties business is part of our Phosphate Solutions segment and focused on developing specialty food solutions and industrial
end market solutions. These products are centered around the Company's vertical integration into phosphate rock and fertilizer-grade phosphoric
acid, also known as green phosphoric acid, which undergoes a chemical process to become purified phosphoric acid, also referred to as
white phosphoric acid (WPA). As part of our value-add proposition, we produce and market purified acids and phosphate salts, in addition
to commodity phosphates.
In
the food industry, phosphate salts are used as functional food ingredients and provide texture and stability solutions for the processed
meat, poultry, seafood, dairy, beverage, and bakery industries. On the industrial side, ICL's specialty phosphates are found in water
and metal treatment supplies, cleaning and construction materials, paints and coatings, and more. Specialty phosphates are also found
in cola beverages and oral care products.
According
to our estimates, ICL holds a leading position in specialty phosphates in Europe, North America and Latin America, and a worldwide market
share of approximately 20%. Additionally, demand for purified phosphoric acid - a key raw material for water soluble fertilizers - is
expected to continue to increase, driven by rapid growth in fruit and vegetable consumption and changing agricultural production environments.
Similarly, phosphate salts – used in processed meats, cheeses and baked goods – have seen increased consumption in developing
countries.
Consumer
demand for different food products has changed dramatically over the past several decades, driven by higher income per capita, demographic
shifts and lifestyle changes. Longer working hours, changing family structures, increased awareness of nutrition and health issues, and
access to a broader variety of food products have resulted in growing demand for more sophisticated, protein-enriched, unprocessed (clean
label) and non-allergenic food products with improved flavor, texture and appearance. An increasingly longer supply chain and consumer
awareness of food waste also drives demand for longer shelf‑life and food stability. These trends stimulate long‑term demand
for food additives, such as phosphate derivatives and phosphate and protein formulations.
In
January 2026, the Company acquired 49.9% of Bartek Ingredients' shares. Bartek is a global leader in food-grade malic and fumaric acids,
serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets worldwide. These
functional food ingredients are used by food and beverage companies to enhance flavour profiles, extend shelf life, and improve overall
product quality.
In
2024, ICL opened a new food specialty plant in China, which was designed to help customers easily partner with ICL to create novel and
innovative food offerings tailored to Chinese consumers’ palates. The facility will serve ICL’s established customer base,
while actively pursuing opportunities with new customers in China.
In
2023, we increased our food-grade WPA production at our YPH operation in China, in order to serve local food and industrial applications
markets, as well as our battery grade MAP sales to the rapidly growing lithium iron phosphate (LFP) battery market in China.
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As
part of the Company's comprehensive strategic review of its operations, and its focus on core growth drivers, on November 11, 2025, the
Company decided to discontinue its operations in the US related to the establishment of a lithium iron phosphate (“LFP”) cathode
active material production facility. In addition, in a joint decision with Shenzhen Dynanonic, the Company also decided to terminate the
joint venture agreement for LFP facility in Spain.
Industrial
Market
Industrial
Products
Bromine,
a member of the halogen family, is found naturally in seawater, underground brine deposits and other water reservoirs, such as the Dead
Sea. Bromine concentration and extraction methods vary depending upon the source. The lower the concentration of bromine in the brines,
the more difficult and expensive it is to extract. The Dead Sea, which spans Israel and Jordan, is the world’s premier source of
bromine and accounts for approximately half of global supply. The Dead Sea is also the most competitive source of bromine, as it has the
highest concentration, which means the least amount of water must be extracted and evaporated to produce bromine, resulting in lower energy
costs.
ICL's
bromine solutions play an important role in a wide range of products, by enhancing the safety of consumer goods and promoting efficiency
in industrial production. The largest commercial use of bromine is for flame retardants, which are used by a variety of end-markets, including
electronics and related components, automotive – both internal combustion engines (ICE) and electric vehicles (EVs) – and
building and construction, as well as furniture and textiles. Bromine and its derivatives are also used in various other industrial applications,
including rubber production, oil and gas drilling, water purification, and in the pharmaceutical and food industries.
Demand
for products manufactured by our Industrial Products segment is driven by population growth, improved standards of living, greater environmental
and safety awareness, and an increased focus on cost effective industrial production. Increased regulation and environmental awareness
also drive demand for polymeric and reactive bromine- and phosphorus-based flame retardants, which are considered more environmentally
friendly. VeriQuel R100, an innovative, reactive phosphorus flame retardant, is an example of such a product. It was designed for rigid
polyurethane insulation products, and it chemically bonds with the polymer matrix and aligns with stricter global regulations on environmental
safety.
As
bromine prices rose over the past several years, reaching record highs in the first half of 2022, previously less profitable competitive
resources found it economically viable to enter or re-enter the market. The resulting increase in supply led to a decline in prices, bringing
them down to levels not seen in over a decade. Prices steadily increased throughout 2025 but have not returned to the peak levels observed
in 2022.
A
weakness in the electronics end-market, observed in recent years, persisted in 2025. The building and construction end-markets were also
soft during this period, as inflation and higher interest rates remained elevated globally. However, demand from the oil and gas industry
remained solid, and the Industrial Products division also continued to grow its specialty minerals business, targeting food, pharma and
other end-markets. Over the long term, ICL estimates bromine demand to remain relatively stable and expects market growth to be primarily
linked to the above-mentioned market drivers. Additionally, demand for flame retardants is expected to keep pace with the natural electronics
replacement cycle and gradually accelerate, due to expected growth in EVs and energy storage solutions and as AI and data center demand
accelerate.
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Competitive
Strengths
We
attribute our business strength to the following competitive advantages:
• Unique portfolio of mineral assets. Access to these assets provides us with a consistent, reliable supply of raw materials, allows for large-scale production, and supports our integrated value chain of specialty products.
Israel
Dead
Sea: We benefit from access to the Dead Sea, one of the world’s most abundant, enduring and
cost-efficient sources of potash and bromine. Our access to these resources is based on an exclusive concession from the State of Israel
for the extraction of minerals from the Dead Sea. For further information related to the DSW's concession, see Note 18 to our Audited
Financial Statements.
ICL’s
production facilities at the Dead Sea benefit from lower production costs compared to underground potash mining operations or bromine
extraction from lower-concentration sources. This is due to the high mineral concentration and virtually unlimited supply in the Dead
Sea, as well as ICL’s energy-efficient solar evaporation process. Furthermore, the region’s hot and dry climate allows low-cost
outdoor storage of large quantities of potash. These advantages enable ICL to operate its Potash facilities at full production capacity,
regardless of periodic demand fluctuations, and to respond quickly to surges in market demand.
In
addition, ICL benefits from lower transportation and logistics costs compared to competitors, as well as faster time to market. This is
primarily due to the geographic proximity of its production facilities to seaports and Israel’s location relative to key markets
– especially the rapidly growing markets of India, China and Brazil. While ICL benefits from these logistical advantages, it also
incurs other infrastructure related costs associated with salt harvesting from its evaporation Pond 5. For further information, see “Item
4 - Information on the Company— D. Property, Plant and Equipment”.
Negev
Desert: We hold a consolidated mining concession for three sites containing phosphate open-pit mines
(Rotem, Oron, and Zin) in the Negev desert region of southern Israel.
China
We
also operate an open pit mine in Haikou, China, using conventional methods, under a phosphate mining license issued in July 2015 by the
Division of Land and Resources of the Yunnan district in China.
The
majority of our phosphate rock production in both China, and Israel, is used internally to manufacture phosphate fertilizers and fertilizer-grade
and pure phosphoric acid, with the balance sold to third parties. Our phosphate assets are the foundation of our vast and diversified
specialty phosphates product portfolio and are used in industrial applications, as well as food additives and specialty fertilizers. These
offerings provide additional value to ICL while reducing our exposure to volatility in commodity markets. See “Item 3 - Key Information—
D. Risk Factors”.
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United
Kingdom
We
are currently the only global producer of polyhalite, a unique and organic resource used as a fertilizer composed of potassium, sulfur,
calcium and magnesium, and is marketed under the name Polysulphate®. Unlike blended or compound fertilizer, Polysulphate® is
available in its natural state and is mined, crushed, screened and bagged with no additional chemical separation or other industrial processes.
It is also soluble, easily absorbed and a cost-effective answer to crop nutrition, and has the lowest carbon footprint available globally.
Spain
We
hold licenses to mine potash and salts from underground mines with vast resources in Spain. In 2021, we completed the consolidation of
our activities into a single complex which now operates via a ramp instead of a shaft. The implementation of the ramp project, alongside
the expansion of flotation capacity and other efficiency efforts, have facilitated more consistent and reliable operations, which contribute
significantly to our efforts to augment production capacity and to reduce costs.
• Diversification into higher value‑added specialty products leverages our integrated business model. Our company’s integrated production processes are based on a synergistic value chain that allows us to both efficiently convert raw materials into value added downstream products and to use the byproducts. For example, in phosphates, we use backward integration to produce specialty phosphates for the food industry and for industrial applications. These businesses benefit from higher growth rates, higher margins and lower volatility compared to commodity phosphates. In addition, as a byproduct of the potash production at the Dead Sea, we generate brines with the highest bromine concentration globally. Our bromine-based products serve various industries such as the electronics, construction, oil and gas, and automotive industries.
• Leading positions in markets with high barriers to entry. We enjoy leadership positions in many of the key markets in which we operate. We are the clear leader in the Bromine market, with approximately one third of global production, as well as most of the excess capacity in the market. In the Potash market, our Dead Sea operations have a leading competitive cost position. According to CRU, the Dead Sea is among the most competitive potash sources to China, India and Brazil. ICL also has the largest market share in specialty phosphates, in the combined markets of North America, Europe and Latin America, and we are the sole producer of polyhalite. In addition, we have leadership positions in additional product lines, such as phosphorous-based flame retardants, PK fertilizers in Europe, and soluble phosphate-based fertilizers.
Most
of our businesses rely on natural resources, which are scarce and concentrated in the hands of a few market participants. ICL’s
exclusive concessions, intellectual property – including unique knowledge, technologies, and patents for various products and applications
– and our global marketing and distribution network, combined with significant investments required or new market entrants, add
further significant barriers to entry.
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• Strategically located production and logistics assets. We benefit from the proximity of our facilities, both in Israel and Europe, to developed economies (Western Europe) and emerging markets (such as China, India and Brazil). In Israel, we ship from two seaports: The Port of Ashdod (with access to Europe and South America) and the Port of Eilat (with access to Asia, Africa and Oceania). Access to these two ports provides us with two distinct advantages versus our competitors: (1) lower plant to port, ocean freight, and transportation costs from our ports to our target markets, which lowers our overall cost structure; and (2) faster time to market, due to our proximity to end markets, which allows us to opportunistically fill short lead time orders and strengthen our position with our customers. We also operate manufacturing facilities in each of the markets we serve – Europe, North and South America, and Asia Pacific, in order to serve our global customers on a regional basis.
• Strong cash generation and closely monitored capital allocation approach. A continuous focus on cash generation and the optimization of capital expenditures (CAPEX) and working capital – as well as the implementation of efficiency measures – enabled us to generate strong operating cash flow of $1,056 million in 2025. ICL's capital allocation approach balances long term value creation, through investments in its growth, with its commitment to providing a solid dividend yield, while aiming to maintain an investment grade rating of at least BBB- from S&P and Fitch. In 2020, the Company’s Board of Directors resolved to extend our dividend policy of a payout ratio of up to 50% of annual adjusted net income, until further notice. In respect to 2025 adjusted net income, the Company declared total dividends in the amount of $232 million, reflecting a dividend yield rate of approximately 3.1% (based on the average share price for the year). See “Item 8 - Financial Information— A. Consolidated Statements and Other Financial Information.
• Professional expertise and culture of collaboration and determination. Our operations are managed by an international management team with extensive industry experience. We develop leaders with strong experience in their fields and focus on nurturing and empowering talent through a global platform of qualification, collaboration and communication, intended to drive change and innovation within the Company.
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Our
Strategy
Our
strategy is to achieve or strengthen our leadership position in each of the business segments in which we operate - either in terms of
market share, added value for customers or cost competitiveness – and to grow our businesses to create shareholder value. We aim
to accomplish this by leveraging our unique assets, strategic locations, deep domain expertise, and profound understanding of agronomy,
chemistry and customer needs, as well as by taking advantage of our access to leading global innovation and technology ecosystems.
In
2025, we conducted a comprehensive strategic review of the Company, evaluating our performance over the past five years, analyzing the
long-term outlook of our existing businesses, and identifying potential future growth engines – both within our core and in new
potential areas.
Based
on this review, we established three strategic engines:
1. Profitable growth, with a focus on specialty crop nutrition and specialty food solutions;
2. Maximizing the value of our core businesses, including our phosphate, potash and bromine resources;
3. Overall portfolio optimization and cost efficiency.
Going
forward, we intend to expand into markets where we have significant growth potential and in those within our core. We will continue to
extract value from businesses where we hold leading positions, emphasizing efficiency and profitability. Additionally, we plan to examine
businesses that offer limited strategic fit or growth potential and consider redirecting our resources to focus on better-aligned opportunities.
1. Profitable Growth
Growing
Solutions – Specialty Crop Nutrition
ICL's
Growing Solutions segment is already a global leader in specialty crop nutrition. However, we believe there remains significant potential
to further strengthen our position in this growing market.
As
agricultural efficiency and sustainability become increasingly critical to global food security, demand for specialty fertilizers is expected
to rise. Specialty crop nutrition products – which help improve yields – are the answer. According to a Grand View Research
report, the global specialty fertilizers market is projected to grow from approximately $33.9 billion
in 2025 to $45.4 billion by 2030, representing a compound annual growth rate
of 6%.
ICL
is well-positioned to capture this growth, supported by a broad portfolio of global specialty solutions and a strong regional presence.
Our strategic focus is on achieving global scale while maintaining local responsiveness. We aim to pursue targeted acquisitions, including
bolt-on opportunities, to enhance our product capabilities and geographic reach. In addition, we intend to develop a leading position
in the growing areas of biostimulants, nutrient use efficiency, and organic and recycled products. These efforts are supported by a shift
in our portfolio mix toward higher-margin categories, a transformation already underway in Europe.
We
also plan to expand further into key growth markets, including India, China, and Brazil, through both targeted capital investments and
a combination of organic initiatives and acquisitions.
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Further,
we will continue to enhance our positions in ornamental horticulture and turf and landscape markets. Leveraging our unique R&D capabilities,
we will continue to expand our broad product portfolio of specialty plant nutrition products, including controlled release fertilizers
(CRF), water soluble fertilizers (WSF), liquid fertilizers, slow-release fertilizers (SRF), straights (MAP/MKP/PeKacid), organic fertilizers,
micronutrients, biostimulants, soil conditioners, adjuvants, seed treatment and growing media, to drive additional growth.
Phosphate
Solutions segment – Specialty Food Solutions
Our
specialty food solutions business, part of our Phosphate Solutions segment, currently holds a leading position in the $1.5 billion phosphate
food specialties market. However, this represents only a small piece of the total food ingredients pie worth approximately $150 billion
– and growing at an expected rate of more than 6% over the next five years.
ICL
is already a participant in many food end-markets. While we are well positioned in the functional food ingredients market, we plan to
move beyond the relatively narrow field of phosphate-based ingredients and to extend our reach into new target markets.
Leveraging
our global infrastructure, technical capabilities, and deep customer relationships, we have identified four core functional ingredient
categories as strategic focus areas: texturants, preservatives, acidulants, and leavening agents. These markets will provide us with exposure
to approximately $35 billion in value and an expected average five-year growth rate of approximately 6%.
ICL
is well-positioned to capture value in these markets. Our global footprint spans key production, innovation, and sales locations in growth
geographies. We currently serve seven of the world’s ten largest food companies, along with more than 2,000 additional customers,
all of whom rely on high-quality, consistent supply from trusted partners.
Our
competitive advantages include strong technical know-how, robust manufacturing infrastructure, and deep expertise across key food categories.
We expect to leverage these strengths, as we expand deeper into functional food ingredients.
To
support this growth, we intend to pursue a dual strategy of organic expansion and targeted M&A activity. We will focus on opportunities
that align with our existing capabilities and allow us to scale rapidly in our chosen categories. This includes leveraging our existing
workforce, customer base, and reputation for reliability and innovation.
As
part of this strategy, in January 2026, the Company acquired 49.9% of Bartek Ingredients' shares. Bartek is a global leader in food-grade
malic and fumaric acids, serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets
worldwide.
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2. Maximizing the value of our Core businesses
Our
core businesses include our Potash segment, our Industrial Products segment, and the commodity portion of our Phosphate Solutions segment.
Potash
segment
We
have leveraged our well-positioned potash assets and unique logistical advantages to be among the three most competitive suppliers in
our key target markets, including Brazil, Europe, India, South-East Asia and China. Our cost-competitiveness is due to our lower logistics
costs, as our facilities are well located in relation to both ports and customers. We also strive to achieve continuous optimization of
our potash production processes and capacity potential at ICL Dead Sea and ICL Iberia, to reduce costs and increase efficiency. We also
work to optimize our potash and bromine operations at the Dead Sea, through the production of magnesium.
In
addition, with respect to the Dead Sea concession, which is expected to expire in March 2030, we are working with the relevant regulators
to secure more reasonable and moderate terms for the future concession, as part of our strategy. These efforts also include establishing
greater certainty regarding asset valuation, the timing of related payments, and other future settlements.
Industrial
Products segment
We
serve as the global market leader in bromine, with strong capabilities in production capacity, compounding, and iso-tank logistics. Additionally,
we hold a leading position in both bromine- and phosphorous-based flame retardants. Our goal is to maintain these leadership positions
while further advancing our specialty solutions. We will continue to drive innovation within Industrial Products, focusing on strategic,
well-aligned investments. At the same time, we remain committed to professionally and proactively serving the needs of the specialty end-markets
within our Industrial Products portfolio, including our flame retardants business.
Phosphate
Solutions segment – Commodities and Non-Food
We
are strategically positioned in the commodity and non-food related portions of our Phosphate Solutions segment and leverage a stable and
profitable portfolio of industrial phosphate solutions, which serve a growing market with strong and consistent demand. Our fully integrated
operations provide us with significant cost advantages across the value chain. As the only Western phosphate producer with a manufacturing
presence in China, we benefit from unique operational flexibility, and this enables us to efficiently support both our Growing Solutions
business and our phosphate commodities and specialties customers.
3. Portfolio Optimization and Cost Efficiency
As
part of overall strategy, we intend to optimize our efforts and focus our resources on the opportunities best aligned with our core businesses.
This includes evaluating activities with limited synergies or lower strategic potential. At the same time, we intend to channel our most
substantial investments toward-our two primary growth engines – specialty crop nutrition and specialty food solutions – which
we believe will drive greater long-term shareholder value.
We
are also committed to enhancing efficiency and productivity across the organization. A key enabler of this transformation will be our
shift toward becoming an AI-driven company. Rather than adopting isolated tools, we aim to embed AI at the heart of our operations, decision-making,
and innovation processes. By leveraging data and machine intelligence throughout ICL, we expect to sharpen market forecasting, accelerate
R&D, and enable faster, insight-led decisions.
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Operationally,
we intend to apply AI to drive measurable efficiency gains across multiple areas, including operations and maintenance (with a focus on
labor optimization), logistics, supply chain and procurement, and product line performance.
Culture
We
foster a ’Business Culture of Leadership,' which focuses on creating a leading and sustainable work environment, with a strong commitment
to all stakeholders. Culture at ICL means 'Doing the Right Thing': safety and employee well-being is our top priority, with every effort
made to achieve top-tier safety results. Culture at ICL also means operating with a clear commitment to create sustainable impact, based
on the UN’s Sustainability Development Goals (SDG). We strive to be an Employer of Choice by strengthening our value proposition
to employees and by promoting ICL’s core values. We also foster an innovative-driven culture, which leverages our technology and
know-how, to better serve our customers and increase their loyalty. To ensure we live up to our values and culture at ICL also means accountability,
transparency and top-tier corporate governance.
Innovation
As
part of our efforts to enhance customer value through innovation, we are constantly reviewing our product portfolio and targeting the
creation of sustainable solutions for global challenges. Going forward, these efforts will be focused on our two growth engines –
specialty crop nutrition and specialty food solutions – and on our core businesses.
Capital
Structure
Our
growth initiatives are supported by our strong financial position. We remain focused on maintaining a strong capital structure and generating
funds for future growth by preserving our financial leverage at investment-grade levels and optimizing the maturity profile of our debt
portfolio. We also strive to optimize our capital expenditures and working capital, and to continuously implement cost efficiencies.
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Segment
Information
ICL
is a leading multinational company that operates mainly in the areas of fertilizers and specialty minerals, through four segments –
Industrial Products, Potash, Phosphate Solutions and Growing Solutions.
Industrial
Products Segment
Our
Industrial Products segment produces bromine out of a solution as part of the potash production process in Sodom, Israel, as well as bromine‑based
compounds. Industrial Products uses most of the bromine it produces for self‑production of bromine compounds at its production sites
in Israel, the Netherlands and China. Industrial Products is also engaged in the production and marketing of phosphorus-based
products, which are produced in Germany and the US. In addition, the segment produces several magnesia, calcium carbonate and salt products
which are produced in Israel and France.
In
2025, the Industrial Products segment recorded sales of $1,254 million (including inter-segment sales), up 1% from 2024, representing
approximately 18% of ICL’s total sales, same as 2024. Operating income totaled $220 million, down 2% year-over-year, accounting
for approximately 25% of ICL’s adjusted operating income, a 1% decrease from 2024. For further information “Item 5 –
Financial Results and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
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Products
Industrial
Products focuses on three main sub-business lines:
Flame
retardants – Bromine, phosphorus and magnesium-based flame retardants are used in electronics,
building and construction, automotive, textile and furnishing applications. Flame retardants are added to plastics, textiles and other
combustible materials to prevent or inhibit fire or flames and to prevent the spread of fire.
Industrial
solutions – Elemental bromine, bromine compounds and phosphorus compounds are used in a number
of industries worldwide, such as rubber, pharmaceuticals, electricity, agro and polyester (to produce plastic fabrics and bottles). Clear
brine fluids are used to balance pressure in the oil and gas drilling industry. Bromine‑based biocides are used for treating industrial
water.
Specialty
minerals – Specialty minerals include magnesia, calcium carbonate and salt products. The main
applications of magnesia products are dietary supplements and pharma, oil and fuel additives, catalysts and many other applications. The
calcium carbonate's main applications are dietary supplements and pharma. The salts include sodium chloride, magnesium chloride and KCl
which are mainly used for the food industry, oil drilling, deicing (MgCl2) and various industrial applications. Due to the uniqueness
and high quality/purity of our products, most of our sales are in niche markets.
The
following table sets forth the principal products of the Industrial Products segment, as well as their primary applications and end‑markets:
Sub-business line Product Primary Applications Primary End‑Markets
Flame retardants Bromine, phosphorus and magnesium-Based Flame Retardants Plastic, building materials and textile production Electronics, automotive, building, construction and textiles
Industrial solutions Elemental Bromine Chemical reagent Tire manufacturing, pharmaceuticals and agro, PTA and flame retardants
Brominated and Phosphorus compounds Raw materials for pharmaceuticals and agro Pharmaceuticals and agro
Industrial services Functional fluids, Biocides (Water treatment and disinfection), Merquel and MBr Power plants and other industrial facilities
Clear Brines Oil and gas drillings Oil and gas
Energy storage Brominated electrolytes, Phosphorus based active salt for electrolytes Battery producers
Specialty minerals Magnesia Products Pharma and Supplementals, health care, transformer steel, catalysts, fuel and oil additives. Supplementals, multivitamins, transformer steel and health care
Calcium Carbonate Supplementals and pharma Supplementals and pharma
Solid MgCl2, KCl Deicing, food, oil drilling, pharma De-icing, sodium replacement, KCl for drugs. Multi-vitamins, oil drilling companies, small industrial niche markets
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Industrial
Products also develop innovative products and new applications for existing products. New products introduced in recent years include,
among others: VeriQuel®R100 (a phosphorus-based reactive flame retardant for rigid polyurethane); Bromoquel (replacing ammonia and
other chemicals as a more flexible and effective treatment in the event of bromine leakage), CareMag® D, a new natural raw material
for deodorants; CDA, a solution for biofilm contamination, across food, beverage, healthcare, and pharmaceutical markets, that integrates
seamlessly into existing cleaning processes, without requiring operational
changes ; FruitMagTM, a magnesia-based product which
serves as firming agent for post-harvest treatments to increase the shelf life of citrus fruits; and TextiMag®, a magnesia-based
product which is used for body-odor absorption on textiles.
Production
Our
Industrial Products segment's major manufacturing facilities are located in Israel (production of bromine, bromine compounds, magnesia
and salts products), the Netherlands (bromine compounds), Germany (phosphorus compounds), France (magnesia and calcium carbonate-based
products), the US (phosphorus compounds) and China (bromine compounds).
The
Industrial Products segment's principal manufacturing plants and marketing companies are set forth in the map below:
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In
2025, ICL produced approximately 155 thousand tonnes of elemental bromine,
out of potential annual maximum production capacity of approximately 280 thousand tonnes. Approximately 76% of the elemental bromine produced
was used internally for the production of bromine compounds.
Competition
ICL
Industrial Products is the world's largest manufacturer of elemental bromine. Based on internal estimates, in 2025 ICL and its two main
competitors, Albemarle and Lanxess, accounted for the majority of global bromine production. Chinese and Indian producers accounted for
most of the remainder from various sources.
Lanxess
and Albemarle produce bromine primarily from underground brine sources in the US. Albemarle also has a joint venture with a Jordanian
company to produce bromine and bromine compounds on the Jordanian side of the Dead Sea, sharing the same source of raw materials with
ICL. Lanxess purchases bromine from our Industrial Products segment under a long‑term contract.
The
primary barrier to entry in the bromine and bromine compounds markets is access to an economically viable source of high-concentration
bromine. In addition, the bromine business involves complex logistics, including the use of specialized containers (Isotanks) required
for the safe transportation of bromine.
In
the phosphorus‑based flame retardants market, competition primarily comes from Chinese manufacturers, both within China and in key
international markets, particularly Europe and the US. These manufacturers benefit from access to high‑quality, low‑cost phosphorus,
which improves their competitiveness. During 2024 and 2025, ICL's anti-dumping claims in the EU and US against imports of tris (2-chloro-1-methylethyl)
phosphate (TCPP) from China, were successful. As a result, the European
Commission imposed a 63% duty on Chinese TCPP imports, while the US commission imposed a 200% duty. These measures supported increased
sales volumes and improved pricing for ICL's products during 2025.
The
segment benefits from several competitive advantages:
Our
operations are located at the Dead Sea, which has the highest natural concentration of bromine in the world. In addition, our bromine
compounds facility at Neot Hovav, Israel, is the largest of its kind globally. These factors contribute to relatively low production costs
for elemental bromine, providing a significant competitive advantage. ICL’s complex logistics system, including the world’s
largest fleet of Isotanks, allowing valuable supply security to our customers. In addition, the segment benefits from a global marketing,
sales and supply chain network, a diverse portfolio of high-quality products, and a technical support system that works closely with our
customers – together contributing to a strong competitive position in our target markets.
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Raw
Materials and Suppliers
The
principal raw materials used by our Industrial Products segment to manufacture its end products are bromine, chlorine, phosphorus and
magnesia. The production process also uses significant amounts of water and energy. The segment produces a significant portion of its
raw materials through operations to extract Dead Sea minerals. For further information on the extraction operations, see “Item 4
- Information on the Company— D. Property, Plant and Equipment”.
Bromine
is produced from end brines, which are salt solutions generated as a byproduct of the potash production process. These brines are transported
to ICL Industrial Products’ plant in Sodom, where bromine is produced in an oxidation process using chlorine and steam.
Chlorine
is produced by electrolysis of sodium chloride and is a byproduct of the metal magnesium production process of Dead Sea Magnesium Ltd.
(Dead Sea Magnesium). The electrolysis facility and the magnesium plant are located next to the bromine production facility in Sodom.
Additionally, sodium chloride utilized in the electrolysis process is obtained as a byproduct of potash production in Sodom.
Industrial
Products uses elemental bromine to produce bromine compounds at its facilities in Israel, the Netherlands and China. The surplus bromine
is sold to third party entities. Bromine compounds are primarily manufactured via a chemical process that involves bromine along with
various other raw materials, of which bisphenol A is the most significant. Bisphenol A is utilized in the production of bromine-based
flame retardant TBBA. Additionally, the Industrial Products segment sources a wide range of other raw materials essential for the production
of its diverse range of products.
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Elemental
phosphorus (P4) is produced in a roasting process from ores,
originating mainly in Central Asia (Kazakhstan), the US, Vietnam and China. The Industrial Products segment uses elemental phosphorus
to produce phosphorus compounds at its factories (mainly phosphorus-based flame retardants). The basic phosphorus compound, POCl3,
is manufactured in a chemical process that combines phosphorus, chlorine and oxygen. The reaction of this compound with a variety of other
raw materials (such as Propylene Oxide) creates commercial phosphorus compounds.
The
Industrial Products segment uses magnesium chloride brine to manufacture magnesia products at its Mishor Rotem facilities in Israel and
MgCl2 flakes and pellets at its facilities in Sodom Israel. In addition, the Industrial Products segment uses KCl from our Potash segment
to manufacture pure and industrial grades of KCl in Sodom.
Industrial
Products maintains raw‑material inventories in quantities that take into account the projected level of production based on consumption,
supply dates, distance from the supplier and other operational and logistic considerations.
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As
part of our strategy to increase our energy consumption from renewable energy sources, the Company has entered into several agreements
for the installation of photovoltaic ("PV") panels at its production sites. The installation at the Bitterfeld site at Germany has been
completed, and additional installations are planned at other sites over the next few years.
Sales,
Marketing and Distribution
Industrial
Products’ principal markets include the US, Western Europe, China, Korea, Japan, and the United Arab Emirates. The Industrial Products
segment primarily markets its products through a network of marketing companies, with a smaller share of sales carried out via agents
and distributors throughout the world. A significant portion of the segment's sales is made under long‑ term agreements with an
initial term of one year or more.
Industrial
Products maintains adequate inventory levels, tailored by product, to ensure reliable supply to customers – considering their distance
from production centers and their demand for inventory availability – while also optimizing storage costs. As a result, a portion
of finished product inventories are stored in distribution facilities located
in destination countries.
Industrial
Products extends credit terms to its customers according to its credit policy. Sales are generally covered by trade credit risk insurance
or by letters of credit from banks with high credit ratings.
Seasonality
While
the operations of the Industrial Products segment are not characterized by seasonal fluctuations, sales of MgCl2 for de‑icing purposes
tend to be higher in the first and fourth quarters. However, this seasonality has no material impact on the overall performance of the
segment.
Natural
Resources Tax in Israel
Our
bromine operation in Israel is subject to the Law for Taxation of Profits from Natural Resources, which entered into effect on January
1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our Audited Financial
Statements.
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Potash
Segment
Our
Potash segment produces and sells mainly potash, salts, magnesium and electricity. We produce potash in Israel, using an evaporation process
to extract potash from the Dead Sea at Sodom, and in Spain, using conventional mining from an underground mine. The segment also produces
and sells pure magnesium, magnesium alloys and chlorine, as well as salt products produced at its potash site in Spain. The segment operates
a power plant in Sodom which supplies electricity and steam to ICL facilities in Israel as well as surplus electricity which is sold to
external customers.
In
2025, the Potash segment recorded sales of $1,714 million (including inter-segment sales), down 4% from 2024, representing approximately
24% of ICL's total sales, same as 2024. Operating income totaled $298 million, up 19% year-over-year, accounting for approximately 34%
of ICL’s adjusted operating income, a 5% increase from 2024. For further information, see “Item 5 - Financial Results and
Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
Products
Potash
is the common name for potassium chloride, also known as MOP Muriate of Potash, the most common source of potassium for plants and one
of the three essential nutrients for plant development. Potash assists in the protection of plants from disease and damaging agents, helps
them to adapt to different weather conditions, regulates water levels, strengthens stems, and strengthens the plant's ability to absorb
nourishing substances. We sell potash both for direct application as a fertilizer and to manufacturers of compound fertilizer.
Production
We
produce potash from the Dead Sea and an underground mine in Spain. Our potash production process in Israel is based on the extraction
of carnallite, which is a compound comprising potassium chloride (KCl) and magnesium chloride mixed with sodium chloride (NaCl) precipitates
in some of the largest solar evaporation ponds in the world. Subsequently, the carnallite is transferred to ICL Dead Sea plants, where
a combination of chemical and physical processes breaks down the carnallite crystals into potash using cold crystallization and hot leach
technologies. In Spain, we extract potash by mining sylvinite from an underground mine. Sylvinite is a mixture of varying concentrations
of potash (KCl) and salt (NaCl), which is separated through a flotation process at our production plants located near the mine.
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The
principal production facilities of our Potash business are our plants in Israel and Spain. The manufacturing plants, distribution centers,
and marketing companies of our potash business are set forth in the map below:
In
2025, our potash business produced approximately 4.38 million tonnes. Once the expansion at our Spanish site is completed, annual production
capacity is expected to reach around 5 million tonnes. Potential production capacity is calculated based on the hourly output multiplied
by potential hours of operation per year. This calculation assumes continuous production over the year, 24 hours a day, other than a few
days for annual planned maintenance and renovations. Actual production is typically lower due to factors such as unplanned downtime, special
maintenance operations, geologic constraints, raw material unavailability, market conditions, and unexpected events.
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Production-related
developments of the Potash business:
Israel
In
2025, production at ICL Dead Sea was 3.57 million tonnes, 128 thousand tonnes lower year-over-year, mainly due to operational challenges
and war-related issues.
Spain
In
2025, the Cabanasas mine and the Suria plant maintained the production levels achieved in 2024, with the last quarter demonstrating a
sustained increase in production, driven by previously implemented initiatives. Throughout the year, the Company continued to enhance
ongoing projects, strengthening operational efficiency and secure the long-term viability of strategic initiatives launched in previous
years.
As
part of IBP’s digitalization and automation strategy, several initiatives were launched during 2025 both in the mine and at the
surface. These included the deployment of 15 km of fiber optic cable in the mine, remote operation of heavy mechanical equipment from
the surface, real-time monitoring of ventilation and personnel, and the elimination of paper-based reporting. At the surface, additional
initiatives involved the use of AI for early detection of failures in critical equipment and to support operational decision-making. These
efforts are expected to improve operational reliability and efficiency.
Competition
The
potash market is characterized by a relatively small number of manufacturers, some of whom export jointly. The ability to compete in the
potash market is largely determined by factors such as production costs, logistic costs, and logistic capabilities. Moreover, new players
have high entry barriers due to the significant investment and time required to establish potash operations. In addition, this industry
requires appropriate concessions and proximity of production facilities to the mines- For further information, see "Item 3 - Key Information—
D. Risk Factors".
ICL’s
current significant competitors in the international potash market are Nutrien (Canada), Belaruskali (Belarus), Uralkali (Russia), Mosaic
(Canada/Brazil), K+S (Germany/Canada), QSL (China), EuroChem (Russia), Various Laos (Laos) APC (Jordan), SQM (Chile), and others.
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We
believe our Potash business benefits from the following competitive advantages:
• A relatively low average cost of potash production at the Dead Sea, using the sun as a solar energy source in the evaporation process.
• Logistical advantages from to our strategic geographic location and access to nearby ports in Israel and Europe, along with our relative proximity to customers, resulting in highly competitive marine and overland shipping costs as well as expedited delivery times.
• Climate advantages, stemming from hot and dry conditions at the Dead Sea, enable us to store substantial quantities of potash in an open area at minimal cost. This capability allows us to maintain continuous, full-capacity production in Sodom regardless of fluctuations in global potash demand.
• Our mine in Spain is one of the few in Western Europe, creating logistics advantages in supplying European customers.
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Raw
Materials and Suppliers
Potash
does not require additional chemical conversion to serve as a plant nutrient fertilizer. Nevertheless, it can also function as a raw material
for certain specialty fertilizers and other industrial products.
The
primary utilities that we use to support our potash production are natural gas, steam, electricity, industrial water, and neutralization
materials.
Sales,
Marketing, and Distribution
The
primary markets of our Potash business are Brazil, China, Europe, the US, and India. Our Potash segment sells its fertilizer products
primarily through ICL sales offices and a network of agents worldwide.
Most
of our potash sales are made through spot orders close to the supply date, rather than long-term contracts, except for annual agreements
with customers in India, China, and one European customer. Accordingly, the Potash segment does not maintain a significant order backlog.
In
India and China, potash contracts are typically negotiated, in part, through commercial entities linked to the governments. In other markets,
potash is usually imported by multiple customers. In these markets, we have trade relations with most major customers.
Potash
prices are determined through negotiations between manufacturers and customers. They are primarily influenced by market demand, available
supply, inventory levels, the customer’s identity, and the timing of the transaction. Consequently, prices under longer-term contracts
may differ from “spot” prices for current sales orders.
In
June 2025, ICL reached an agreement with IPL, a long-term customer in India, to supply an aggregate of 400,000 mt of potash, with an option
for additional 100,000 mt, at a price of $349 per tonne, aligned with the current market price in India. This agreement falls under the
five-year supply agreement with IPL for the years 2022-2027, signed in March 2022.
In
December 2025, as part of ICL's 2025-2027 Chinese framework agreements, ICL signed contracts with its Chinese customers to supply 750,000
mt of potash with a mutual option for an additional 330,000 mt, at a price of $348 per tonne, consistent with recent contract settlements
in China. Prices for the quantities to be supplied under the framework agreements will be determined based on prevailing market prices
in China at the date of supply.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Our
Potash segment grants credit terms to its clients according to customary practices in their locations. The segment's credit sales are
generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
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The
Potash business transports potash from Israel and Spain as follows:
The
distribution of products from Israel to overseas customers is managed by ships, primarily in bulk, which are leased from the market. These
ships are loaded using designated facilities at the ports of Ashdod on the Mediterranean Sea and Eilat on the Red Sea.
The
distribution of products from Spain to local customers and to France is managed by truck. For overseas destinations, products are transported
by train and trucks from Súria to the Company's facilities at the Port of Barcelona (Spain), where they are loaded onto bulk vessels
for shipment. In 2024, ICL Iberia, through its subsidiary Iberpotash, executed a contract signed in 2019 with the Catalonian Public Railway
Agency (FCG), enabling four daily trains of 21 wagons each from Súria to the Port of Barcelona. This increased capacity allows Iberpotash
to optimize its logistic costs and significantly reduce its carbon footprint.
In
Israel and Spain, short plant-to-port distances and shorter shipping routes to emerging markets give our Potash business a significant
and unique advantage over our main competitors.
The
security situation in Israel and the ongoing regional tensions involving Houthi threats to commercial vessels continues to disrupt shipping
routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously monitors these
developments and takes all necessary measures to minimize negative consequences to its operations.
Seasonality
The
seasonal demand for our Potash business products is typically characterized by higher sales in the second and third quarters.
Natural
Resources Tax
Our
segment operations at ICL Dead Sea, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into
effect on January 1, 2017. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15
to our Audited Financial Statements.
Additional
products
The
Potash segment produces and sells additional products such as magnesium-based products, dehydrated carnallite, chlorine, salt, surplus
electricity (produced in Israel), and more.
Magnesium
The
Potash segment also produces magnesium, through Dead Sea Magnesium Ltd. (DSM), the largest magnesium producer outside of China and Russia.
The magnesium business produces, markets, and sells pure magnesium, magnesium alloys, chlorine and dry carnallite.
Magnesium
metal is used in Aluminum alloy production due to its ability to form intergranular bonds with aluminum, thereby enhancing the strength
of the end product. In steel production, magnesium serves as a deoxidizer and desulfurizer, effectively removing impurities that form
during the melting process of molten steel.
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Due
to its high strength-to-weight ratio compared to other metals, particularly steel and aluminum, magnesium alloy is widely used in casting
applications, especially within the automotive industry.
Production
of magnesium originates from carnallite gathered from the Dead Sea. During the electrolysis process, magnesium chloride present in the
carnallite is separated into magnesium metal and chlorine gas.
Factors
that can reduce production are unexpected breakdowns, special maintenance operations, non-availability of raw materials, and market conditions.
The potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of
operation per year. This calculation assumes continuous production over the year, 24 hours a day.
Phosphate Solutions
Segment
The
Phosphate Solutions segment (hereinafter, the segment) is based on a phosphate value chain which uses phosphate commodity products, such
as phosphate rock and fertilizer-grade phosphoric acid (“green phosphoric acid”), to produce specialty products with higher
added value. The segment also produces and markets phosphate-based fertilizers. The strategy of the segment is to be a leading provider
of value-added specialty solutions based on phosphate for the industrial, food and agriculture markets.
In
2025, the Phosphate Solutions segment recorded sales of $2,333 million (including inter-segment sales), up 5% from 2024, representing
approximately 33% of ICL's total sales, a 1% increase from 2024. Operating income totaled $342 million, down 4% year-over-year, accounting
for approximately 39% of ICL’s adjusted operating income, a 2% decrease from 2024.
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In
2025, sales of phosphate specialties totaled $1,332 million, up 4% from 2024, while operating income was $157 million, down 14%, year-over-year.
Sales of phosphate commodities reached $1,001 million, up 8%, with operating income of $185 million, a 6% increase compared to 2024.
For
further information, see “Item 5 - Financial Results and Business Overview— A. Operating Results” and Note 5 to our
Audited Financial Statements.
Products
The
Phosphate Solutions segment produces a variety of products based on its backward integrated value chain.
Phosphate
rock contains phosphorus, one of the three essential nutrients for plant development, which directly contributes to a wide range of physiological
processes in a plant, such as the production of sugars (including starch), photosynthesis and energy transfer. Phosphorus strengthens
plant stems, stimulates root development, promotes flower formation and accelerates crop growth. Phosphate rock can be processed into
phosphoric acid or sold as a raw material to other fertilizer producers. ICL mines its phosphate rock from open pit mines, processes it
through beneficiation, and produces high-grade, multi-purpose phosphate products.
Green
phosphoric acid is produced using beneficiated rock and sulphuric acid (produced by the segment using sulphur acquired from third parties).
Most of the green phosphoric acid is utilized in the production of phosphate-based fertilizers and purified phosphoric acid, while a portion
is occasionally sold to external customers.
Phosphate
fertilizers are produced by using green phosphoric acid or sulphuric acid, depending on the fertilizer type. The segment manufactures
various types of fertilizers (PK products, GSSP, GTSP and others) for different uses.
The
segment produces purified phosphoric acid by purifying green phosphoric acid. Both purified phosphoric acid and green phosphoric acid
are used to manufacture high-value downstream products, including phosphate salts and acids for a wide range of battery materials, food
and industrial applications. Phosphate salts and acids are used in a broad variety of industrial end markets, such as oral care, cleaning
products, paints and coatings, water treatment, asphalt modification, construction, metal treatment and energy storage solutions. The
segment's products for the food industry include functional food ingredients and phosphate additives which provide texture and stability
solutions for processed meat, meat alternatives, poultry, seafood, dairy, beverage and baked goods. In addition, the segment supplies
purified phosphoric acid to our Growing Solutions segment.
Production
The
Phosphate Solutions segment has a developed production process that includes phosphate rock mining, along with production and purchase
of different grades of phosphoric acid, to produce specialties products and commodities at different facilities around the world.
Phosphate
rock is mined and processed from open pit mines located in the Negev Desert in Israel and in the Yunnan province in China. The segment
produces sulphuric acid, green phosphoric acid and phosphate fertilizers at its facilities in Israel and China. Specialty products are
manufactured at the segment's facilities in Germany, the US, Israel, Brazil, China, the UK and Australia. These facilities enable the
segment to produce customer-specific solutions that meet the requirements of different markets.
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The
segment's principal manufacturing plants, distribution centers and marketing companies are set forth in the map below:
Current
annual potential production capacity is as follows: approximately 4.2 million tonnes of phosphate rock, approximately 1.97 million
tonnes of phosphate fertilizers, approximately 1.3 million tonnes of green phosphoric acid, approximately 423 thousand tonnes of purified
phosphoric acid and approximately 389 thousand tonnes of phosphate salts. The potential production capacity of the various plants is based
on the hourly output of the plants multiplied by the potential hours of operation per year. This calculation assumes continuous production
over the year, 24 hours per day, other than a few days for planned maintenance and renovations. Actual production is usually lower
than potential production capacity due to special maintenance operations, availability of raw materials, market conditions and unplanned
downtime.
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In
2025, the segment produced approximately 4.7 million tonnes of enriched phosphate rock, about 1.7 million tonnes of phosphate fertilizers,
about 1.2 million tonnes of green phosphoric acid, about 348 thousand tonnes of purified phosphoric acid (as Phosphorus Pentoxide), about
265 thousand tonnes of phosphate salts and about 67 thousand tonnes of food multi-blends.
Production-related
developments throughout the Phosphate Solutions segment:
Israel
In
2025, ICL Rotem presented strong results mainly due to improvement in the commodities market and higher prices.
China
YPH,
50/50 joint venture company, which is controlled by ICL, improves the competitiveness and flexibility of ICL’s phosphate activities
as a result of its access to phosphate rock with extensive reserves. The joint operation includes activities over the entire value chain.
Since
2021, YPH has operated an additional food-grade phosphoric acid plant, with a production capacity of 70 thousand tonnes of qualified commercial
food-grade acid. This plant has strengthened our phosphate specialties operations and supports further diversification into higher value-added
products.
In
addition, the Company operates two MAP plants, with a combined annual capacity of 130 thousand tonnes, for battery minerals and fertilizers.
The
total capacity of MAP for battery usage, along with the production of technical-grade phosphoric acid and improved green phosphoric acid,
positioned YPH as one of the key phosphate suppliers to the battery industry in South China.
In
2024, ICL opened a new food specialty plant in China to support customers in developing novel and innovative food offerings tailored to
Chinese consumers’ palates. The facility manufactures specialty food solutions for the meat, poultry and seafood sectors, including
texturants and marinades, and is located in the thriving Zhangjiagang Free Trade Zone, in the heart of the Greater Shanghai area.
Americas
As
part of the Company's comprehensive strategic review of its operations, and its focus on core growth drivers, on November 11, 2025, the
Company decided to discontinue its operations in the US related to the establishment of a lithium iron phosphate (“LFP”) cathode
active material production facility. In addition, in a joint decision with Shenzhen Dynanonic, the Company also decided to terminate the
joint venture agreement for LFP facility in Spain. The Company will continue to develop its existing activities related to the supply
of raw materials to the battery materials market.
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Competition
The
competitive characteristics of the Phosphate Solutions segment vary according to the type of products it manufactures and the markets
in which they are sold.
The
commodity phosphates market is competitive, and competitors include multinational companies as well as government-owned companies. Many
producers operate in this market, where price is the primary competitive factor. The ability to compete in the market is dependent primarily
on access to and the cost of raw materials and production as well as logistic costs. For these reasons, companies located in proximity
to sources of raw materials, ports, and customers benefit from competitive advantages. A key factor in the area of raw materials (in addition
to phosphate rock) is accessibility to, and the price of sulphur and ammonia, which are required to manufacture the main phosphate fertilizers.
Additional factors that affect competition include regulation, product quality, range of products, service and the capability to develop
new products that provide unique solutions.
Phosphate
rock mines and phosphate fertilizers production facilities are located in many countries, including Morocco, which according to the USGS
(US Geological survery) possesses the world’s largest phosphate rock reserves, China, the US, Russia, Jordan, Saudi Arabia, Egypt,
Brazil, Tunisia, Peru, Senegal, Israel, Kazakhstan, Australia, South Africa, Algeria, Vietnam, Togo, Syria, Finland, and others. A major
part of the mined phosphate rock is used by manufacturers, including ICL, to produce downstream phosphate fertilizers (vertically integrated
companies), including Single and Triple Superphosphate (respectively SSP & TSP).
Phosphate
fertilizers producers who compete with ICL in the global superphosphate market include OCP Group (Morocco), Mosaic (Brazil), Polyserve
(Egypt), El Nasr Co. for Intermediate Chemicals (NCIC in Egypt), Groupe Chimique Tunisien (GCT in Tunisia), Grupo Fertinal (Mexico), Innophos
Inc. (Mexico), Agropolychim, (Bulgaria), Lebanon Chemical Company, CMOC (Brazil), EuroChem (Brazil) and various Chinese producers.
Based
on our in-house technology, geographical footprint and product diversification, the Phosphate Solutions segment has a leading global position
in the purified phosphoric acid market and its downstream products, as well as in the food-grade phosphates markets. The segment's competitors
are large and mid-sized international companies serving the chemical and food industries, which conduct manufacturing and marketing activities
in various countries, as well as local companies that serve local markets.
The
primary competitors of the segment in the chemical and food fields are Chemische Fabrik Budenheim KG (Germany), Innophos Inc. (Mexico/US),
Prayon S.A (Belgium/France), Nutrien (US), Adithya Birla (India), Haifa Chemicals Ltd. (Israel), FOSFA (Czechia/Germany), Elixir (Serbia)
and various Chinese producers.
The
Phosphate Solutions segment benefits from the following competitive advantages:
• An integrated value chain utilizing phosphate rock mined in Israel (at ICL Rotem), as well as in China (YPH), to produce green phosphoric acid, which primarily serves as a raw material for both the segment's products and those of our Growing Solutions segment.
• Logistical advantages stemming from the segment's geographical location and diversification, its proximity to ports in Israel and Europe, and its relative proximity to our customers.
• Our ability as a global fertilizer producer to combine potash and phosphate fertilizers in the same shipment, which enables us to service smaller customers, particularly in Brazil and the US.
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• The segment enjoys a competitive advantage in specialty phosphates deriving from product features, quality, service, technical application support, a global manufacturing footprint and a very broad product line.
• YPH provides an integrative phosphate platform in China with beneficial access to the Chinese market. In addition, the segment enjoys a competitive cost advantage in its phosphate activities, due to access to low‑cost phosphate rock with long‑term reserves.
• The segment has a diversity of integrated solutions that have been designed specifically to match a customer’s unique needs.
• Highly qualified R&D capabilities and existing know-how that enable the delivery of products aligned with global megatrends, such as in the Specialty Food Solutions market.
Raw
Materials and Suppliers
The
Phosphate Solutions segment produces most of the raw materials it uses to manufacture its commodities and specialties products.
The
segment mines phosphate rock as the primary raw material for its backward integrated value chain, commencing from the mining of phosphate
rock through the production of green phosphoric acid and up to the production of phosphate-based fertilizers, purified phosphoric acid
and specialty phosphates.
The
primary raw materials acquired from external sources are mainly sulphur, ammonia, lower grades of phosphoric acid, soda ash, caustic soda
and potassium hydroxide.
The
Phosphate Solutions segment maintains inventories of sulphur, phosphate rock, green phosphoric acid, purified phosphoric acid and other
raw materials in quantities that take into consideration projected levels of production based on consumption characteristics, supply timeline,
distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
Phosphate Solutions segment sells and markets its products worldwide. The primary markets for phosphate commodities products include China,
Brazil, Europe, the US, and Israel. Phosphate specialties products are primarily marketed to industrial and food customers in North America,
Europe, Asia, South America and Australia. Our marketing network is based mainly on a marketing and sales organization and, to a lesser
extent, on external distributors and sales agents.
The
segment extends credit terms to its customers according to the customary practice in their locations. The segment's sales are generally
covered by trade credit risk insurance or by letters of credit from banks with high credit ratings.
Most
of the segment's sales do not result from long-term orders or contracts but are regularly ordered near to the time of supply. Therefore,
there is no significant order backlog.
The
segment transports products from Israel to customers overseas by bulk vessels that it charters in the global marine transportation market.
Typically, these vessels are loaded at designated facilities in the ports of Ashdod on the Mediterranean Sea and Eilat on the Red Sea.
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The
security situation in Israel and the ongoing regional tensions involving Houthi threats to commercial vessels continues to disrupt shipping
routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously monitors these
developments and takes all necessary measures to minimize negative consequences to its operations.
The
segment also operates special port facilities for bulk loading in the Netherlands and Germany. In China, YPH sells most of its products
domestically and also offers logistical solutions to support marine shipping for international markets.
The
prices of phosphate-based fertilizers are determined by negotiations between manufacturers and customers and are affected mainly by supply
availability compared to market demand (which is also indirectly influenced by crop prices), as well as the identity of the customer and
the duration of the agreement. Prices for relatively long-term contracts are not the same as “spot” prices (current/casual
sales transactions).
Most
sales of phosphate specialties products are made under agreements with terms of one or two years, or via “spot” orders placed
near the time of delivery. These sales are typically governed by framework agreements with specific customers, which allow purchases of
up to predetermined maximum quantities over the course of the agreement term.
For
effective marketing and sale of many of the segment's products, especially food products, technical sales and applications, the segment's
personnel work closely with customers to tailor products to their specific needs.
The
segment maintains adequate inventories of phosphate specialties products to ensure orderly supply to customers, considering the customers’
distance from the manufacturing locations and their demand for inventory availability, in conjunction with optimization of inventory storage
costs. Therefore, some finished product inventories are stored in destination countries.
Seasonality
The
seasonal nature of demand for phosphate commodities products is usually characterized by higher sales during the second and third quarters
of the year. Since 2023, seasonality has been more pronounced due to a shift towards "just-in-time" purchasing. This is driven by the
easing of global supply chain congestion, an intensification of trade barriers, and the increased cost of capital resulting from higher
interest rates.
The
target markets of phosphate specialties products are not characterized by significant seasonality.
Natural
Resources Tax
The
phosphate operations at Rotem, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into effect
on January 1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our
Audited Financial Statements.
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Growing
Solutions Segment
Our
Growing Solutions segment aims to achieve global leadership in specialty plant nutrition markets by (1) enhancing its global positions
in its core markets of specialty agriculture, FertilizerpluS and ornamental horticulture, turf, and landscaping; (2) targeting high-growth
markets such as Brazil, India and China; (3) leveraging its unique R&D capabilities, vast agronomic experience, global footprint,
backward integration to potash and phosphate and chemistry know-how; and by (4) integrating and generating synergies from businesses that
it has recently acquired.
Our
Company continuously works to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant-health solutions. This
portfolio includes enhanced-efficiency fertilizers such as liquid fertilizers, controlled-release fertilizers (CRF), micronutrients, straights
(MKP/MAP/PeKacid, etc.), water soluble NPKs (WSNPK) for soil and foliar, secondary nutrients, bio-stimulants, soil conditioners, seed
treatment products and adjuvants.
Our
Growing Solutions segment develops, manufactures, markets and sells fertilizers primarily based on nitrogen, potash (potassium chloride)
and phosphate. The segment produces water-soluble specialty fertilizers products at its facilities in Israel, Belgium, China, Spain and
the US; liquid fertilizers in Israel, Spain, Brazil and the US; straight soluble fertilizers in China and Israel; and controlled-release
fertilizers in Brazil, the Netherlands and the US. In addition, the segment manufactures secondary nutrients, bio-stimulants, soil conditioners,
and seed treatment products, and adjuvants in Brazil. ICL's specialty fertilizers business markets its products globally, mainly in Brazil,
Israel, Europe, Asia and North America. A new water-soluble fertilizer plant in India is expected to be commissioned in 2026.
In
2025, the Growing Solutions segment recorded sales of $2,063 million (including inter-segment sales), up 6% from 2024, representing approximately
29% of ICL's total sales, stable compared to 2024. Operating income totaled $135 million, up 5% year-over-year, accounting approximately
15% of ICL’s adjusted operating income, a 1% increase from 2024. For further information, see “Item 5 - Financial Results
and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
Specialty
fertilizers offer improved value to the grower compared to other fertilizers as they are more efficient, maximize yield and quality and
require lower labor costs. The following pyramid presents our different fertilizer product lines. High value products are usually accompanied
by a higher price per tonne. ICL's Growing Solutions segment produces most of ICL's high-value products, except for potassium nitrate
and calcium nitrate.
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Our
Specialty Fertilizers business operates in 3 main markets:
Specialty
Agriculture
This
market includes high-value agricultural crops, such as fruits and vegetables. Enhanced efficiency fertilizers are used and applied mainly
to these crops. The use of specialty fertilizers in row crops, such as sugar cane, corn, and wheat can also be beneficial – subject
to climate and soil conditions. One of the main markets for ICL is the fertigation market, as the use of drip irrigation systems increases
across the globe, mainly in emerging markets, such as China and India. The use of enhanced efficiency fertilizers, such as controlled
release fertilizers, is also growing due to their environmental and economic advantages, although such growth is still dependent on crop
price levels and raw-material prices. In Brazil, the adoption rate of micronutrients, bio-stimulants, and soil conditioners is growing
for a wide range of crops due to rising demand to increase productivity, improve and balance plant nutrition and reduce abiotic stress.
FertilizerpluS
FertilizerpluS
is ICL's premium fertilizers line, based mainly on polyhalite (marketed by the Company as Polysulphate®). Our FertilizerpluS products
encompass a range of compounds including potassium, phosphorus, sulphur, magnesium, and calcium. These products are customized to suit
different soil types and a wide range of crops aiming to augment crop value by improving yields and increasing fertilizer uptake. See
below a list of products that are included in the FertilizerpluS line.
Polyhalite
is a mineral exclusively mined by ICL in an underground mine (ICL Boulby) located in North Yorkshire in the UK and is marketed under the
brand name Polysulphate®. Polysulphate® is used in its natural form as a fully soluble and natural fertilizer, which is also
used for organic agriculture and as a raw material to produce fertilizers. Polysulphate® is composed of potash (K2O
14%), sulphur (SO3 48%), calcium (CaO 17%), and magnesium (MgO 6%), which are essential components for the improvement of crops and agricultural
products. Polysulphate® is the basis for our Company's FertilizerpluS products.
The
Company considers Polysulphate® a unique product for ICL, synergistic with our other raw materials for the purpose of developing
downstream products. We are expanding the Polysulphate® market via development of a wide variety of innovative Polysulphate®-based
products.
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We
believe that the competitive advantages of our FertilizerpluS product line are our market position, as we are currently the sole producer
of Polysulphate® worldwide, and our ability to increase production at a relatively low capital expenditure.
However,
in line with the Company’s updated strategic priorities and its decision to focus investment and management attention on its core
strategic growth areas, we have initiated a process to potentially divest our polyhalite activity. To support this process, the Company
has engaged an investment bank to support and manage the sale efforts.
Turf
& Ornamental (T&O)
Ornamental
Horticulture
The
Ornamental Horticulture market consists of two primary divisions: outdoor ornamental plant growers, known as container nurseries, and
producers of pot and bedding plants operated within greenhouses facilities. The growers require high quality fertilization programs to
grow plants at the quality level required by garden centers, DIY (Do It Yourself) outlets, retail chains and landscapers. The Growing
Solutions segment has a large, specialized sales force that advises the distributor partners and growers on optimal nutrition to cultivate
healthy and resilient ornamental plants. It also has a specialized distributor network in the Ornamental Horticulture market. The segment’s
main product lines for this market are CRFs (controlled release fertilizers) and WSFs (water soluble fertilizers) with well-known brand
names, such as Osmocote, Peters and Universol. In specific markets, such as North America and the UK, a range of unique plant protection
products is also included in the recommendations for growing healthy plants. In the UK, we are a leading growing media supplier providing
a complete solution for ornamental growers and are leading the transition to an even more sustainable practice by offering a unique alternative
for peat, the Fibagro Advance woodfiber technology.
Turf
& Landscape
The
professional turf market includes the following user groups: golf course green keepers, sport field groundsmen, landscapers, contractors
and lawn service providers.
These
groups demand high-quality inputs to secure strong, high-quality turf. They also require an integrated approach to keep turf strong and
maintain its health, without creating an environment that is conducive to the development of disease. There is an environmental need to
limit inputs which requires an integrated approach using unique, high-quality products. The most important inputs are specialty, controlled
release and slow-release, fertilizers, grass seeds, water conservation - and plant protection products. Some of these products’
well-known brands are Greenmaster, Sierrablen, Sierraform, ProTurf and H2Pro. Our Growing Solutions segment offers all product lines in
an integrated program and maintains a dedicated and experienced team of unique professional grass experts, along with a specialized distribution
network serving its key markets, mainly in Europe and Asia.
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Products
Specialty
fertilizers are highly effective fertilizers that allow more precise feeding of plants for their major nutrients needs (nitrogen, phosphorous
and potassium) as well as secondary nutrients and micronutrients. These fertilizers allow efficient fertilization through special applications
among others, through drip irrigation systems and foliar spraying, and help growers obtain higher yields and quality. These fertilizers
include, among others, controlled release fertilizers (CRF), slow-release fertilizers (SRF), soluble fertilizers and liquid fertilizers
as follows:
• Controlled‑release fertilizers (CRF) allow accurate release of nutrients over time. CRFs have a special coating that allows prolonged release of nutrients from over several weeks to 18 months compared to regular fertilizers that dissolve in the soil and are immediately available but therefore leach partially into the soil. ICL Growing Solutions offers leading global and regional brand-name products including Osmocote, Agroblen, Agrocote, Agromaster, Polyblen and Producote.
• Osmocote is the most widely recognized and used controlled-release fertilizer among ornamental growers globally. The brand is known to deliver high quality ornamental plants due to its consistent nutrient release and unique patterned and programmed release technologies. We continue to invest in innovation and field trials to validate and demonstrate the performance and high reliability of our products. With Osmocote Exact and Osmocote 5, ICL offers advanced technologies designed to enhance nutrient and micronutrient uptake of the plants. In addition, ICL has developed a faster biodegradable coating for controlled-release fertilizers, marketed as eqo.s. This technology is incorporated into the Company's professional turf brands, such as Sierrablen and ProTurf, which are mainly used on sport fields and golf courses. The eqo.s is the first market solution featuring a CRF coating for urea that biodegrades more rapidly, and is specifically designed to comply with the upcoming EU fertilizer regulation set to take effect in October 2028. In 2025, ICL became the first company in the EU to receive the official CE Mark for this technology, certifying its compliance and allowing its use in the EU market.
• Soluble fertilizers, which are fully water soluble, are commonly used for fertilization through drip irrigation systems to optimize fertilizer efficiency in the root zone to maximize yields and some of them can also be used for foliar applications. Our well-known brands for fertigation include Peters, Universol, Solinure, Agrolution, Nova, Fertiflow and others. Our leading brands for foliar application are Agroleaf Liquid, Agroleaf Power and Nutrivant. ICL develops specific formulations for different applications and crops. In South America, products such as Profol, Kellus, Tonus, Translok, Forcy, Nutritio, Vegetação and Dimi Tônico are used as high technology products for farmers to improve plant nutrition and physiology through foliar fertilization. There are specific formulations for specific crops, greenhouses and/or open fields, as well as for different water types. In 2025, we launched our foliar drone-spray, water-soluble fertilizer technology under the brand name FertiBuzz.
• ‘Straight fertilizers’ are crystalline, free‑flowing and high purity phosphorus and potassium soluble fertilizers such as MKP, MAP and PeKacid. Our key brands include NovaPeak, Nova PeKacid & NovaMAP. PeKacid is a patented product of ICL. It is the only solid, highly acidifying, water-soluble fertigation product that contains both phosphorus and potassium. The product is ideal for hard water conditions where an acidifying effect is required, as well as for keeping dripping lines clean.
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• Liquid fertilizers are used for intensive agriculture and are integrated into irrigation systems (mainly drip systems). Our product line includes mostly tailor‑made formulations designed for specific soil and water/climate conditions and crop needs.
• Peat is a growing medium for various crops in which generally controlled‑release fertilizers and plant‑protection products are mixed in. Specific formulations of growing media are tailored to meet the requirements of specific plants, including those cultivated in greenhouse bedding plants and outdoor nurseries. One of our peats is the "Levington” brand, a well-known ICL brand. The integration of growing media products into our UK portfolio enhances ICL’s ability to offer a holistic and efficient solution to our customers. We are dedicated to adopting more circular products and expanding our selection of growing media offerings with Fibagro Advance, an outstanding peat alternative manufactured in the UK. This innovative and advanced woodfibre product is being used as a key component in professional growing media mixes and provides professional growers with sustainable growing solutions.
• Growing Media, Levington Advance is a leading brand of growing media product line in the UK and Ireland, offering premium pre-mixed solutions tailored to the specific needs of ornamental growers. Through our unique Fibagro Advance woodfiber technology, we offer an enhanced and sustainable alternative to peat.
• Specialty Turf Fertilizers - In addition to controlled release fertilizers, the Company offers specialized fertilizers for a range of grass-field applications. For golf greens, the portfolio includes very fine granular fertilizers, such as Greenmaster and Sierraform GT (slow-release fertilizers), as well as a range of Greenmaster liquids.
• Water conservation and soil conditioning products – these are new product lines developed by the segment to enhance water use efficiency and soil health. In professional turf, water conservation products such as H2Flo and H2Pro are designed to retain moisture in the root zone, improving water availability and usage. This technology is also being applied in agriculture to optimize water distribution around crop roots. For the Ornamental market, ICL offers H2Gro, which is added to growing media to ensure consistent water availability to plants. A wide range of H2Pro products is also available for the Professional Turf market.
• Bio-stimulants technologies, such as Triplus, Improver, Concorde, Vegetação and Dimi Tônicoare and the general Bioz line are being successfully used by farmers to increase their productivity and alleviate abiotic stress, such as drought, salinity, and others.
• Adjuvants are essential to enhance foliar nutrition, herbicides and crop protection spray. We offer the South American market adjuvant technologies, including Helper, Tensor Max and AD+ as well as various formulations that address the primary challenges facing farmers, such as drift and run off.
• Our Polysulphate® and Polysulphate®-based fertilizers, customized to meet the needs of different crops and soil types, maximize yields and allow more precise and efficient applications.
• Polysulphate® contributes to and follows the main market trends in the field of increased nutrient-use efficiency, low carbon footprint and organic fertilizers.
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Following
are several examples of Polysulphate®-based products and additional products that are included in the FertilizerpluS line:
• PotashpluS – a compressed mixture of Polysulphate® and potash. The product includes potassium, sulphur, calcium and magnesium.
• PKpluS – a unique combination of phosphate, potash and Polysulphate®. The product also includes sulphur, calcium and magnesium.
• NPKpluS – a unique combination of Nitrogen, phosphate, potash and Polysulphate®. This product includes all 6 macro nutrients in one granule.
Production
The
Growing Solutions segment's principal production facilities include plants in Israel (soluble compound fertilizers, liquid fertilizers,
and soluble NPK fertilizers), Spain (liquid fertilizers, and soluble NPK fertilizers), the UK (Polysulphate, PotashpluS, products for
water conservation and peat incorporated in growing media), China (soluble compound fertilizers and soluble NPK fertilizers), the Netherlands
(controlled release fertilizers and fertilizer blends), Belgium (soluble NPK fertilizers), the US (controlled release fertilizers, water
soluble fertilizers and liquid fertilizers) and Brazil (liquid fertilizers, water-soluble fertilizers, bio stimulants, controlled-release
fertilizers, improved efficiency phosphorus fertilizers, secondary nutrients fertilizers, and micronutrients fertilizers).
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The
Growing Solutions segment's main manufacturing plants and marketing companies are indicated in the map below:
The
segment's annual potential production capacity is approximately 500 thousand tonnes of soluble fertilizers, 800 thousand tonnes of phosphate
Fertilizers, 900 thousand tonnes of liquid fertilizers, 420 thousand tonnes of controlled-release fertilizers, 230 thousand tonnes of
straight fertilizers, 400 thousand m3 of growing media,
as well as 680 thousand tonnes of micronutrients and one million tonnes of Polysulphate®. In 2025, we produced about 721 thousand
tonnes of Polysulphate®.
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The
potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of operation
per year. This calculation assumes continuous production over the year, 24 hours a day, other than a few days for planned maintenance
and renovations. Actual production is usually lower than potential production capacity, due to unplanned downtime, special maintenance
operations, lack of availability of raw materials, market conditions and seasonality in demand.
Production-related
developments throughout the Growing Solutions segment:
We
operate a PeKacid production facility at the Rotem site (located in Mishor Rotem), with a production capacity of 20 thousand tonnes. In
2025, we successfully achieved the required production quality for the product. PeKacid is a patented product of ICL and is the only solid,
highly acidifying, water-soluble fertigation product that contains both phosphorus and potassium. It is ideal for hard water conditions
where an acidifying effect is required, as well as for keeping drip lines clean.
In
2024, we acquired Custom Ag Formulators, a producer of liquids and water-soluble fertilizers, with facilities in California and Georgia,
expending our product offerings and strengthening support for diverse crop needs across key US growing regions.
In
2024, we also acquired Nitro 1000, a Brazilian producer of biological crop inputs. This acquisition expands our biologicals portfolio
and supports entry into new markets. Nitro 1000’s products, used mainly in soybean, corn and sugar cane crops, help optimize fertilizer
use, increase farmers profitability, and offer more sustainable solutions.
In
addition, in 2024, we acquired a UK-based GreenBest, strengthening our Turf and Landscape businesses and enhancing our custom fertilizer
capabilities in the UK market.
Since
2023, YPH has produced high-grade bio stimulative liquid fertilizers using premium organic and chemical ingredients, strengthening the
Company's specialty portfolio and market position in China.
Competition
The
global specialty fertilizer market is estimated at approximately $24 billion per year, accounting for approximately 4% of the total fertilizers
market. According to the Company's estimation, the specialty fertilizer market is growing at an average rate of about 5% per year.
The
specialty fertilizers market is diversified, with few global companies and many small to medium-size regional and local producers. We
are considered one of the largest global players in the specialty fertilizers market, with production plants in Brazil, Israel, the Netherlands,
Belgium, Spain, the UK, the US, Germany and China.
The
Capex needed to develop new production capacities for existing specialty fertilizer companies is generally not considered significant
compared to commodity fertilizer operations. However, barriers of entry for new players include, among others, extensive know-how in chemical
production and agronomy, professional selling and marketing teams, customer support capabilities, as well as registration and regulatory
requirements.
In
addition to ICL, other specialty fertilizers companies with a global presence include: Nutrien Ltd, Wesfarmers Ltd, Industries Qatar QPSC,
Sociedad Quimica y Minera, Yara International and Haifa group. Other companies, such as Pursell, Simplot, Nutrien and Koch (USA), Kingenta
and Moith (China) and JCAM (Japan) are considered regional players.
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ICL
Growing Solutions benefits from key competitive advantages:
• A strong, efficient and integrated supply chain with in-house access to high-quality raw materials, mostly phosphate and potash, supported by a broad product portfolio and global production footprint.
• Strong R&D and innovation capabilities, creating a strong platform for future growth in controlled-release fertilizers, fertigation, foliar soluble fertilizers, bio-stimulants, water efficiency and innovative, and next- generation products.
• Advanced, value-added production technologies and tailored formulations that meet our customers’ unique needs.
• A highly skilled global agronomic sales team offering expert support and fostering customer loyalty.
• Comprehensive, one-stop shop product portfolio.
• ICL’s well-known and leading brands.
• Direct farmer relationships (B2C) in key markets (Brazil, Israel, and India), enabling field-level service and acceleration of the innovation cycle.
Raw
Materials and Suppliers
The
primary raw materials acquired from external sources are mainly KNO3, SOP, ammonia, NPK granules, Urea, KOH, coating materials, micronutrients
and biostimulants ingredients.
In
addition, our specialty fertilizers business benefits from its backward integration to raw materials produced by the Company, such as
KCl, MGA, GTSP, MKP and polysulphate.
The
segment endeavors to hold inventories of raw materials in quantities that take into consideration projected levels of production, consumption
levels, supply timelines, distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
primary markets of the Specialty Fertilizers business line are Europe, Brazil, China, the US, India, Israel and Australia. The Specialty
Fertilizers business line sells its fertilizer products primarily via a network of its own sales offices as well as through distributors
around the world.
In
general, our business model is based on brand-name, premium specialty products which are marketed by a strong agronomist sales network
at the end user level, while sales are invoiced through distributor-partners that distribute the products. The technical sales force emphasizes
the agronomic advantages of the specialty products to end users (farmers, growers of containerized plants, golf courses, etc.) and provides
advice and training of distributor sales representatives. Our Growing Solution segment also has specialized field forces for the Agriculture,
Ornamental Horticulture and Turf & Landscape markets supported by specialized marketing teams.
Most
specialty fertilizer sales are made through spot orders placed close to the supply date rather than long-term contracts. Consequently,
there is usually no significant backlog of orders in this sector.
Prices
are determined via negotiations between the Company and its customers, primary influenced by the interplay between market demand and production
costs, as well as by the customer’s identity and the terms of the agreement.
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In
August 2024, ICL entered into a five-year, $170 million agreement with AMP Holdings Group Co. Ltd., a leading agricultural distributor
in China, for the distribution of specialty water-soluble fertilizers for drip irrigation. This agreement, effective through 2028, includes
purchase commitments and exclusivity clauses, and reflects ICL's strategic expansion in the Chinese market, where demand for specialty
fertilizers is rising due to evolving agricultural practices and increased adoption of fertigation solutions.
In
2022, ICL signed a long-term agreement with India Potash Limited (IPL) to supply Polysulphate in India through 2026, with an option for
renewal. The five-year agreement covers a total volume of one million tonnes, with progressively increasing annual volumes. Shipments
set at a minimum of 25,000 tonnes each distributed evenly throughout the year. Pricing and payment terms are jointly determined by IPL
and ICL as needed. The availability of Polysulphate is expected to support the Government of India’s organic agriculture program.
The
Growing Solutions segment grants credit terms to its customers according to customary practices in their respective locations. The segment's
credit sales are generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Seasonality
The
utilization and applications of specialty fertilizers align with the main growing seasons of specialty crops worldwide. Seasonality in
this business is primarily influenced by geographic location and crop type. While most of our specialty fertilizer business serves markets
in the northern hemisphere – where demand is concentrated in the first half of the year – our acquisitions of specialty fertilizers
assets in Brazil, have helped balance this. In Brazil, demand peaks in the second half of the year, reducing the segment’s overall
seasonality. Similarly, demand for fertigation-grades products in India is also concentrated in the second half of the year.
For
instance, certain specialty products, such as soluble fertilizers in the Ornamental Horticulture market, demonstrate consistent sales
and application throughout the year, showing limited seasonality. Conversely, controlled-release fertilizers are typically marketed during
the potting season of container nursery stock and pot plants, which occurs before springtime.
Other
Activities
Our
business activities include, among other things, ICL’s innovative arm, that develops new products and services, as well as digital
platforms and technological solutions for farmers and agronomists. This category includes Growers and Agmatix, innovative start-ups that
are developing agricultural data processing and analysis capabilities for the future of agriculture. These activities are not presented
as reportable segments as they do not meet required quantitative thresholds.
For
further information please see "Item 5 – Financial Results and Business Overview– C. Research and Development, Intellectual
Property and Licenses, etc.".
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Social
Investment
We
promote social engagement and investment programs and activities, in alignment with the Company's global Social Impact strategy and policies,
as defined and approved by our Board of Directors.
We
focus our efforts in three main areas: (1) promoting STEM education (science, technology, engineering and mathematics) and encouraging
innovation and excellence in the education system; (2) empowering the communities in which we operate, and responding to their individual
needs, while encouraging social innovation and entrepreneurship; and (3) promoting food security through a variety of means, products
and activities, including supporting local farmers, encouraging sustainable urban agriculture, and supporting local food banks. In addition,
ICL works to assist in disaster relief and crisis situations among our local communities.
Each
of our social investment activities is reviewed by the relevant authorized parties within our organization, according to the type and
amount of the donation.
Core
Projects
We
promote the formation, establishment, and development of social flagship projects in the various countries in which we operate.
"Thinking
Doing" is our flagship social program in Israel, operating across nine local municipalities. The program empowers community initiatives
by developing local entrepreneurship and leadership among the residents, social organizations, and municipal employees. It also encourages
social innovation and collaboration to build sustainable communities in the Negev region through the establishment and development of
anchor institutions.
ICL
participates in the "Password for Every Student" program in Israel, a project that provides a comprehensive, consistent solution for the
education system, beginning with the teacher and the student, and extending to the classroom, while creating e-communities. ICL's support
enables digital accessibility for 15,000 students in Israel, mostly from the Negev region.
Escritor
para o Futuro (Writers for the Future) and Sementes do Amanhã (Seeds of Tomorrow) are ICL’s flagship projects in Brazil. Escritor
para o Futuro aims to educate children and promote a deeper understanding of sustainability and the UN Sustainable Development Goals (SDG).
The highlight of the program is the publication of e-books on sustainability, written by the children themselves. In 2025, 2,743 students
and 126 teachers took part in this project. Sementes do Amanhã focuses on promoting sustainability, enhancing food security, and
empowering children through the establishment of community gardens and the cultivation of vegetables in local schools in the São
Paulo region.
Black
Girls Do STEM is ICL’s flagship social impact initiative in the St. Louis region. The program is committed to creating equitable
opportunities for Black girls through hands-on learning experiences, mentorship and long-term development pathways. It empowers participants
to build confidence, develop valuable skills, and envision future careers in science, technology, and innovation. This initiative reflects
ICL’s strong commitment to diversity, education, and fostering positive social impact in the communities in which we operate.
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Development
of local flagship projects - In 2025, ICL continued to prioritize the development and expansion of
local flagship projects in the countries where most of our employees live. Additional flagship initiatives were launched in the US, UK,
the Netherlands and Germany. The Company plans to further establish and scale these projects in the coming years, as part of its long-term
commitment to community engagement and social impact.
Security
situation in Israel – On October 7, 2023, the Israeli government declared a state of war following
an attack on civilians near its southern border, which subsequently escalated to other areas. Residents of the Gaza Envelope and Israel’s
northern frontier were evacuated, and a large-scale mobilization of military reserves was initiated. As the war persisted and intensified
throughout 2024 and 2025, ICL continued to support evacuees and other affected populations through a range of initiatives, including financial
contributions, equipment donation, and employee volunteering. The Company also increased its assistance to Israel’s medical and
mental health systems, with a particular focus on Soroka Hospital in the Negev, which sustained significant damage during the 12-day conflict
between Israel and Iran. In addition, ICL provided ongoing support to meet the evolving needs of its employees and their families.
The
Moshe Novomieski Potash Company Heritage Site Visitor Center at the Dead Sea, Israel
The
Moshe Novomieski Potash Company Heritage and Visitor Center opened to the public in 2021. The Center is located at the old workers’
compound in Sodom and highlights three main topics: the unique geological conditions that led to the formation of the Dead Sea; the history
of the founding of the Eretz-Israeli Potash Company in pre-state Israel; and ICL’s current activities. The Center was established
and is operated in collaboration with the Council for Preservation of Heritage Sites in Israel, the Jerusalem and Heritage Ministry, Israel’s
Ministry of Education, and others.
ICL's
total monetary donations in 2025 amounted to approximately $8 million. In line with the Company's
policy, no donations were made to political parties. In addition, in 2025, ICL employees contributed approximately 64,688 hours of volunteer
work, sponsored by the Company. This does not include 13,137 hours of volunteer work after working hours, which was encouraged, organized,
and logistically facilitated by ICL.
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Environmental,
Health and Safety
Introduction
Our
company is committed to creating impactful solutions for humanity’s sustainability challenges, by leveraging our unique resources
and technological ingenuity. Many of our products and services enhance global food security, industrial efficiency and safety. The UN’s
Sustainable Development Goals (SDGs) are ingrained in our guiding principles and aligned with relevant megatrends.
We
align our strategic planning to capitalize on material business opportunities pertaining to sustainability, as well as to assess and prepare
for sustainability-related risks. Food security is a major global concern, with climate-change increasing the stress on agriculture and
food supply chains requiring adaptation of the sector. A significant portion of ICL’s products and services enhance global food
security. Our products include key minerals, next generation fertilizers, digital farming/AgroTech solutions for precision agriculture,
plant-based proteins, Specialty phosphate food solutions that extend shelf life and reduce food waste, along with other products essential
for global food security.
We
are committed to developing and implementing a comprehensive Environmental, Social and Governance (ESG) strategy by integrating responsible
and sustainable considerations into our business activities, including in the manufacture and sale of our products. Our goals and targets
focus on increasing energy efficiency and renewable energy use, while reducing our carbon footprint, air emissions, water consumption
and wastewater output. We also aim to promote Circular Economy initiatives, optimize raw material use, expand material re-use and recycle
hazardous and non-hazardous wastes. In addition, we continue to integrate ecological considerations into our mining reclamation activities.
To
further support carbon emissions reductions across all our business segments as well as parts of our value chain, we have initiated a
process to enhance our digital capabilities, providing high-resolution metrics and low-carbon alternatives. We also intend to continue
implementing life-cycle analysis processes and monitoring the carbon footprint of our products. ICL promotes personal environmental responsibility
among its employees and supports the communities in which it operates, including through employee volunteerism. ICL also aims to achieve
and maintain leadership in ESG rankings and indices, while enhancing transparency and fostering an open dialogue with its stakeholders.
Our
company acts proactively to prevent environmental incidents through comprehensive risk management, knowledge sharing, effective maintenance,
and the development and implementation of appropriate management systems. ICL considers safety and health performance as core values and
aims to achieve top-tier safety results. Its operations are bound by multiple environmental and safety requirements, including those related
to climate change, energy efficiency, air quality, liquid and solid waste discharge, land reclamation, and hazardous substances and products.
Furthermore, to the Company must obtain and comply with various environmental permits and licenses, such as air emission and waste discharge
permits, designed to protect the public health and safety and the environment. To conduct its operations, the Company is required to comply
with the terms and conditions of these permits and licenses and to remedy any deviations from them.
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Beyond
existing environmental, health, and safety requirements, which have become more stringent over time, we may also be subject to new requirements.
These developments may create challenges and uncertainties regarding our ability to comply and could affect our capital expenditures and
operating costs. Compliance may require adjustments to our facilities, production processes, and operations. In addition, these potential
new requirements may oblige us to obtain new permits and licenses for our continued operations. Accordingly, we continuously monitor evolving
environmental, health, and safety requirements and assess their potential impact on our activities.
ICL
is assessing its value chain and working to increase the number of suppliers conducting sustainability assessments through the Together
for Sustainability (TfS) initiative. The Company is also committed to ethical conduct and fair treatment of its stakeholders, and seeks
to proactively foster an inclusive workforce. (for further information, see “Item 6 – Directors, Senior Management and Employees
– D. Human Capital - Promoting Diversity, Inclusion & Belonging (DIB)”).
We
continue our journey to enhance our understanding and preparedness regarding climate related risks and opportunities. This is the fifth
year in which we voluntarily disclosed information regarding climate-change risks and opportunities according to the core principles of
the Climate-related Financial Disclosures (TCFD) framework, and we intend to continue to advance our relevant knowledge in future years.
For further information, see “Item 4 – Information on The Company – B. Business Overview – ICL Climate Related
Risk and Opportunity Disclosures " below.
ICL’s
President and CEO, Mr. Elad Aharonson, serves on the Board of Directors of the International Fertilizer Association (IFA), a global fertilizer
association encompassing all actors in the fertilizer value chain which promotes the efficient and responsible production, distribution
and use of plant nutrients, by creating productive and sustainable agriculture systems that contribute to a world free of hunger and malnutrition.
This aligns with ICL’s commitment to “Zero Hunger” as the Company continues its evolution from a resource-based to a
purpose-driven organization.
ICL
strives to establish a culture of sustainability across the organization. To accelerate learning and continuous improvement, the Company
participates in multiple ESG and sustainability rankings, leveraging the feedback received to enhance performance and implement best practices.
Among these are ESG rating frameworks such as Maala and Entropy, from whom ICL has received very high scores. ICL achieved CDP double-A
status, being recognized as leader in corporate transparency and action on climate change and water security, placing ICL in the top 4%.
In EcoVadis, ICL scored 77 points, ranking in the top 2%. The Company also improved its MSCI ESG rating to A and achieved a Sustainalytics
rank of 21, placing ICL second out of 81 companies in its sub-industry. ICL is also committed to the United Nations Global Compact initiative.
ICL
has been recognized as an Industry Stewardship Champion by the International Fertilizer Association (IFA) for the past several years,
including 2025, reaffirming its commitment to excellence in safety, health, and environmental standards. In 2025, ICL’s US facilities
were recognized by the American Chemistry Council (ACC) for safety performance, with Certificates of Excellence awarded to seven facilities.
Agmatix, part of the ICL Group, was named the 2025 Data Driven Solutions Company of the Year, by Agri Business Review. Additionally, Agmatix
was selected as one of six winning technology initiatives in a national data infrastructure program led by the Israeli government. Agmatix
will collaborate with partners to build a comprehensive agricultural data platform that standardizes and unlocks agronomic data, accelerating
global insights, innovation, and digital transformation across the agricultural sector.
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The
Company’s products have also received recognition for their unique contribution. FruitMag™ was awarded the 2025 SEAL Sustainable
Product Award for its innovative, mineral-based solution that reduces citrus losses using natural Dead Sea magnesium, without the use
of fungicides. The ROVITARIS® SprouTx® textured soy protein won two awards in 2025, Best plant-based product' at the World Food
Innovation Awards and Fi Europe Innovation Awards: Plant-Based Category with our ROVITARIS® SprouTx® textured soy protein.
We
continuously invest in capital projects towards environmental protection, health and safety and in their proactive management. In 2025,
we invested approximately $131 million on environmental related projects, $61 million of which was allocated to investments in property,
plants and equipment. Over the next few years, we intend to invest additional significant capital to further reduce our air emissions,
treat hazardous materials and reduce our overall negative environmental impact. This will include investments that are required to comply
with the Israeli Clean Air Law, European environmental regulations, and other regional environmental regulations. We estimate that in
2026 we will allocate approximately $166 million for environment-related purposes. For further information, see “Item 3 - Key Information—
D. Risk Factors".
For
further details regarding our ESG practices and performance, see “ICL Corporate Responsibility Report 2024” in our current
Report on Form 6-K (File no. 001-13742) filed with the SEC on June 30, 2025. Our Corporate Responsibility web-report is made publicly
available on our website at www.icl-group.com. Neither the 6-K report nor our website have been incorporated into this Annual Report,
and the reference to our website is intended to be an inactive textual reference. The information found on, or accessible through our
website is not intended to be a part of this Annual Report.
Sustainability
Sustainable
Solutions
ICL
focuses on developing sustainable solutions that increase ICL’s positive global impact and deliver added value across its value
chain through existing and new products. The sustainable solutions we offer are interlinked with the trends in key markets and the challenges
that humanity faces.
In
an era defined by a growing global population and escalating environmental challenges, the imperative of ensuring food security (SDG 2
- Zero Hunger) has become a central priority. In response to the rising impacts of climate change, we continue our efforts to reduce greenhouse
gas (GHG) emissions (SDG 13 - Climate Action). ICL’s Research, Development and Innovation (RD&I) department has adopted the
United Nations Sustainable Development Goals (SDGs) as guiding principles in its RD&I activities.
As
part of our commitment to sustainable development, we combine environmental, health and safety criteria with commercial and operational
considerations when developing new products. Potential products are tested using an internal Sustainability Index for product development.
We have also developed a data-driven Impact Assessment Tool for all our RD&I projects to support our efforts to tackle climate change,
enhance food security, develop sustainable agriculture, and improve human health, safety and wellbeing in general. This strategic component
is part of our product development process to create a positive impact. We are implementing dedicated technologies across our global sites
designed to enhance our carbon footprint and life cycle assessment (LCA) calculations for multiple products and processes. We believe
these efforts enable us to identify and scale lower-carbon solutions, and to provide our value chain with greater benefits. We are also
implementing Circular Economy concepts as part of our efforts to reduce our environmental impact. These include award winning products
such as PuraLoop® and our innovative phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash).
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As
an essential player in the global food supply chain, our goal is to contribute to the effort of achieving Zero Hunger (SDG 2). Based on
research conducted by an external firm, it was assessed that ICL's products contribute to the enhancement of food security for about 5%
of the world’s population, or approximately 400 million people daily. Our fertilizer production alone has led to a remarkable increase
in agricultural output, yielding approximately 70 million tonnes, equivalent to about 190 billion meals annually and meeting the caloric
needs of around 175 million people every day. Simultaneously, our phosphates products have improved the quality and longevity of 43 million
tonnes of food, equivalent to about 230 billion meals annually, meeting the caloric needs of 210 million people every day.
The
fertilizer industry helps to overcome agricultural challenges by facilitating increased crop yields on existing agricultural land and
preventing excess conversion of natural habitats into agricultural land. This is especially true in an era where global food systems evolve
to meet new challenges and global food demand is projected to increase by 60% by 2050. To enhance global food security and availability,
we offer a broad variety of solutions to farmers, including commodity fertilizers, controlled release fertilizers (CRF), bio-stimulants,
organic fertilizers, digital farming/agricultural technology (Agro-Tech) solutions, plant-based proteins and more.
Our
products enable growers to enhance their yields and improve their crop quality, while increasing their nutrient use efficiency and reducing
their water consumption, thereby supporting both adaptation and mitigation of climate change. By offering more sustainable alternatives,
we contribute to the reduction of carbon intensity across the food supply value chain (Climate Action -SDG 13). Our Growing Solutions
segment offers CRFs and is developing biological bio-stimulants that stimulate plant growth and support plants in stress conditions. For
example, Bioz, ICL's biostimulants line, is crafted to maximize crop potential and foster sustainable agriculture. Mitigating challenges
from heat, drought, excess solar radiation (Bioz Keep Green) or diseases. Bioz stimulates soil activity, improves nutrient availability,
and reduces stress for enhanced nutrient uptake. Our Growing Solutions segment also helps farmers protect the environment by minimizing
their crops' loss of nutrients through leaching and volatilization. In 2025, ICL signed an agreement to acquire Lavie Bio’s key
assets. Lavie Bio leverages artificial inelegance, and an ambitious AI-driven program, jointly developed by ICL and Lavie Bio, has identified
novel microbe-based biological solutions that, when combined with fertilizers, are expected to be a game changer in overcoming various
abiotic stresses under different weather conditions. Thus, improving crop resilience and increasing yield. In addition, ICL’s solutions
enable farmers to make data-driven decisions through precision agriculture. ICL also offers organic fertilizers such as Polysulphate®,
a cutting-edge natural fertilizer, which contains sulfur, potassium, magnesium, and calcium for comprehensive crop nutrition, and Nova
QuicK-Mg, an organic blend of potassium and magnesium, which is ideal for magnesium-deficient tropical soils.
As
part of our commitment to sustainable agriculture, we produce efficient water conservation products that help to retain water in the root-zone
of crops and turf through novel technology (Clean water and sanitation – SDG 6). Our key brands, H2Flo and H2Pro, significantly
reduce traditional irrigation requirements. We also produce a specialized solution, Nova Complex Optima, a nitrification inhibitor (DMPP)
that prevents groundwater contamination and mitigates the risk of nitrate leaching. This innovative product, tailored to crop nutritional
needs, contributes to sustainable agriculture by slowing ammonium-to-nitrate conversion, preventing nitrogen runoff and enhancing soil
fertility. Additionally, Nova Complex Optima reduces nitrous oxide production. ICL is also developing Controlled Release Fertilizer (CRF)
with biodegradable coating for open-field agriculture, aligning with upcoming European standards and supporting sustainable farming practices.
An additional product designed to support sustainable practices in farming is pHix-up, a solution that rapidly neutralizes post-feeding
rumen acidity and helps to balance pH levels in cattle, which is crucial for their health. This solution, beyond basic pH control, also
boosts milk production and enhances milk composition.
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Our
products also serve the food industry's needs. Our JOHA® emulsifying salts, enables extended shelf life for food products, reducing
food waste. We also market alternative protein solutions (plant-based substitutes). Through a collaboration with Protera Biosciences,
an AI-driven FoodTech start-up, our Food Specialties unit develops novel proteins, offering sustainable, highly functional protein-based
ingredients for food manufacturers. As part of our approach to advance sustainable and innovative solutions in the food industry, in 2023,
ICL Food Specialties, in collaboration with Plantible Foods, launched a Rovitaris Binding Solution powered by Rubi Protein. In 2024, this
innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference and recognized as the most innovative
food ingredient of the year. Another solution in our portfolio is FruitMagTM,
a sustainable, mineral-based and fungicide-free solution for post-harvest citrus fruit treatment. By using a food-grade magnesia product,
ICL eliminates the need to use toxic materials and reduces product losses while increasing shelf life.
To
support our growing efforts to enhance our portfolio ICL acquired 49.9% of Bartek Ingredients' shares. Bartek is a global leader in food-grade
malic and fumaric acids, serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets.
These functional food ingredients are used by food and beverage companies to enhance flavor profiles, extend shelf life and improve overall
quality. These additives also contribute to the quality, safety and efficacy of personal care products. For further information, see Note
8 to our Audited Financial Statements.
By
supporting food security, improved nutrition, and sustainable agricultural practices, which are key components of SDG 2 (Zero Hunger),
including the objective of reducing food loss and waste, ICL’s products contribute to advancing this global goal.
ICL
is committed to innovation in agriculture and food production and is working with startups and other partners to develop new solutions
that can help produce more food using fewer resources, while reducing the environmental impact of food production. ICL’s innovation
incubator is engaged in identifying startups in the FoodTech and AgroTech industries that can bring real change to the world. Through
its global presence and existing assets, ICL can help startups achieve their goals and boost their sustainability efforts.
Agmatix,
an essential player within ICL's AgroTech digital solutions, is an agroinformatics company committed to revolutionizing agriculture through
data-driven innovation. The platform is designed to standardize agronomic data and provides actionable insights that empower agricultural
professionals to optimize their field trial research and crop nutrition. Agmatix was recognized for its AI-driven platform, which helps
agrifood companies’ agronomists and suppliers implement environmentally friendly crop strategies. Agmatix users oversee some 15
million acres of land worldwide, and the company’s new RegenIQ platform allows those users to receive real-time data and feedback.
GROWERS
is another innovator within ICL's digital solutions in the field of process and data-driven farming. GROWERS is reshaping agriculture
by democratizing advanced technology for every farmer, advisor and buyer. Through their pioneering platform, GROWERS establishes a seamless
connection between farmers and agricultural retailers, granting autonomy and options while maintaining links with trusted retailers.
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Through
our Digital Ag solutions, we offer farmers a Plant Nutrition Carbon Footprint Optimization tool that allows them to compare nutrition
plans and consider the trade-offs between yields and environmental impact. The system calculates carbon footprint & GHG emissions
based on various parameters such as field characteristics (soil type, organic matter, pH), environmental conditions, agronomic practices,
crop type, fertilizer type, applications timing, and residue management.
ICL
is committed to continuing its pursuit of innovation, aiming to introduce new solutions to the market that satisfy the evolving needs
of the industry and through these efforts, to position the Company as a leader in the future of agriculture.
The
health and personal care industry has experienced growth coupled with heightened consumer awareness of ingredients, quality, safety, and
environmental impact, requiring the development of unique products. To this end, we have heavily invested in R&D to develop and manufacture
safe, high-purity, high-quality ingredients that are designed to comply with the exacting quality standards demanded by the industry and
today’s consumers’ demands.
ICL
produces a wide range of products serving the pharmaceutical, nutraceutical, and food markets. These include active pharmaceutical ingredients
used by pharmaceutical manufacturers to treat osteoporosis, ingredients that support and maintain electrolyte balance in the human body,
and a line of 100% naturally based personal care products derived from magnesium sourced from Dead Sea salts. Among them are CareMag®
D, a deodorant ingredient, CareMag® B, a baby skin care ingredient, and CareMag® M, a natural-based wash-off mask. These products
are approved by COSMOS, the Cosmetic Organic and Natural Standard, which establishes certification requirements for cosmetic products
in Europe and is the standard recognized globally by the cosmetics industry. We have also expanded our portfolio to include sustainable
solutions for textiles. ICL’s TextiMag™ is an innovative magnesium-based textile finish, an odor-adsorption technology that
uses high-purity magnesium to naturally reduce odor without harsh chemicals. It is the first-ever
magnesium-based odor adsorption technology developed for the textile industry. TextiMag™ has been certified as a bluesign®
system partner, and its formulation is designed with safety, traceability, and environmental responsibility in mind.
As
awareness and demand regarding low-carbon products grows in multiple markets, we initiated a process to enhance our digital capabilities,
providing high-resolution metrics and low-carbon alternatives to further support our efforts to lower carbon emissions associated with
our value chain across all our business segments. ICL is committed to sustainability across our entire value chain, from raw material
extraction to production processes and downstream applications. We are implementing dedicated innovative technologies across our global
sites, to enhance our carbon footprint and life cycle assessment (LCA) calculations for multiple products and processes. ICL’s ability
to offer products with low carbon footprints enables its value chain to deliver solutions with added environmental value. These include
Polysulphate® in our Growing Solutions segment. In Industrial Products segment, the Company produces bromine in Israel, which has
been recognized as having the lowest calculated carbon footprint globally. The
Company engaged ECOINVENT, a world-leading provider of high-quality environmental life-cycle inventory data provider, to review the environmental
footprint of ICL’s bromine production. Following a review of ICL’s production processes and primary data (including information
relating to material and energy inputs, operational parameters, and methodological assumptions), ECOINVENT delivered its updated assessment
in October 2025, confirming that the carbon footprint (CFP) of bromine produced in Israel is the lowest calculated carbon footprint globally among
the bromine datasets represented in the ECOINVENT database. This verified dataset will serve as a basis for CFP assessments of our downstream
products, further ensuring consistent and transparent calculations across our portfolio, while demonstrating that the use of bromine-based
solutions enables tangible advantages for downstream industries, both in the present and the future.
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For
the battery materials market, ICL will continue developing its existing activities related to the supply of raw materials. The Company
has shifted its strategy and does not intend to move further downstream into cathode active materials, instead continuing to serve as
a supplier of raw materials to battery customers.
Our
efforts to improve our impact on the environment are facilitated by innovation and commercial excellence activities (Industry, Innovation
and Infrastructure – SDG 9). We are increasingly more operationally efficient, integrating renewable energy into our fuel mix and
implementing Circular Economy activities, both within our organization and in collaboration with our partners.
Circular
Economy
‘Circular
Economy’ and an ‘Integrated Production Value Chain‘ are guiding principles that drive our activities.
ICL
is actively engaged in the development of sustainable solutions and processes, aligning its operations, products and business models with
principles that contribute to Circular Economy and address resource scarcity. To this end, the Company designs its products to enhance
efficiency, recyclability and durability, innovates new products from materials previously considered byproducts or waste, and works to
optimize its production processes.
Examples
of these new processes and solutions:
• We continuously explore new technologies to use secondary phosphate sources as alternatives to virgin raw materials. We are developing future resources for our fertilizer products, including for recycling and recovery of phosphorus and nitrogen from secondary sources.
• PuraLoop® is an innovative phosphorus fertilizer produced by us through the reaction of 100% SSA (sewage sludge ash). This pioneering fertilizer addresses the critical issue of resource conservation in agriculture and promotes sustainable farming.
• Pearl® is a sustainably recycled phosphorus product that helps to close the phosphorus cycle. It is recovered from high concentrations of phosphorus in diverse water streams, preventing losses into aquatic environments while preserving finite rock phosphate resources, and is integrated into our premium controlled-release fertilizer, Sierrablen Plus®.
• MagiK® is a powerful organic multi-nutrient for crops, used as an additive in fertilization products. It was developed from a byproduct stream of our magnesium production process.
• Fibagro Advance is a peat-alternative growing media that uses waste from the timber industry and a thermo-mechanical process to create a unique matrix that improves moisture and nutrient retention. The product has a lower carbon footprint compared to peats and other peat alternatives.
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Examples
of optimization of ICL’s production processes include:
• As part of our Circular Economy efforts in China, we are developing various uses for phosphogypsum, the only byproduct from our Chinese site that has not yet been fully utilized. In addition to existing solutions, the Company, in collaboration with local authorities, has developed a solution to rehabilitate an old mine. In 2025, we successfully utilized 2.8 million cubic meters of phosphogypsum.
• We invest time and effort in advancing solutions for the utilization of phosphogypsum at Rotem, in line with our Circular Economy approach to transform byproducts into valuable resources. The Company is collaborating with a third party to establish a pilot intended to evaluate a technological pathway to convert phosphogypsum into valuable raw materials that can be reintegrated into industrial value chains.
• At ICL Dead Sea, salt is used as internal infrastructure in the rehabilitation of operational roads, construction of wall barriers, as well as in other infrastructure projects.
Non-financial
KPI’s & Sustainability Linked Finance
In
April 2023, ICL further expanded its strategic focus on sustainability by entering into a $1,550 million Sustainability-Linked Revolving
Credit Facility Agreement (Sustainability-Linked RCF) with a consortium of twelve international banks.
Both
the Sustainability-Linked RCF and the SLL include three Key Performance Indicators (“ESG KPIs”) which have been designed to
align with ICL’s sustainability goals. The ESG KPIs include a reduction in Absolute Scope 1 & 2 GHG Emissions, an increase in
the percentage of women in ICL’s senior management and an increase in the number of valid TfS (Together for Sustainability initiative)
scorecards obtained by ICL suppliers. Each of the KPIs will be regularly assessed throughout the term of the Sustainability-Linked RCF
and SLL, with performance verified by third parties. As of the reporting date, the relevant annual targets have been achieved. For further
information, see Note 13 to our Audited Financial Statements and “Item 6 – Directors, Senior Management and Employees –
D. Human Capital".
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Health
and Safety
As
a leading global specialty minerals company, we are subject to specific environmental, health, and safety requirements under international,
national and local laws, regulations, and permits within each jurisdiction in which we operate. To sell our products and to operate our
processes, including mineral extraction, production, distribution, marketing, and use of products, we are required to comply with relevant
environmental, health and safety requirements.
ICL
manufactures products that are part of everyday life. Some of our products, if not managed properly, are potentially harmful to the environment
and to the health and safety of those who are exposed to them during their production, transportation, storage, or use. This also applies
to effluents, air emissions and other waste streams that are generated during the production of some of our products. These substances
can result in contamination that necessitates remediation, clean-up, or other responsive actions. Our existing products undergo evaluation
during the various stages of their production process and supply chain, and we also assess the risks of our new products prior to their
launch. We also invest resources to develop sufficient information and data for our products. This enables us to characterize their safety
features with reference to human health hazards and environmental threats. We strive to increase their positive impact and to reduce any
negative impact.
Industrial
production in general, and the chemical and mining industries in particular, require the implementation of special precautionary measures
to maintain a safe and healthy work environment. Safety is one of our fundamental values, and we continuously work towards accident prevention
by fostering a zero-accident culture. Our OEMS-EHS (Operational Excellence Management System) provides the framework that drives operational
excellence for industry-leading safety and reliability performance across our organization. As part of this approach, we conduct periodic
risk assessments, PSM (Process Safety Management) methods and external and internal audits across all our operations, including our contractors’
operations. Emergency drills, personnel training and knowledge sharing processes are part of the annual plans of our sites. Our proactive
program engages our employees and managers to identify risks and work to utilize various measures and technologies. Our efforts have been
recognized with high-ranking grades. For example, ICL’s US facilities were recognized by the American Chemistry Council for Safety
Performance in 2025. Certificates of Excellence were awarded to seven facilities.
To
minimize potential occupational hazards that may occur during our operations, and to help ensure a safe and healthy work environment,
we seek to comply with strict occupational safety and health standards prescribed by local, national and international laws and standards.
The health of our employees and contractors is checked regularly. Mandatory and locally agreed safety equipment is provided to our employees
and requested from our contractors. We regularly monitor our work environment and perform industrial hygiene monitoring as required by
regulations and Company procedures. We set safety targets for improvement annually, and safety KPIs are reported and tracked from all
ICL production sites. One of the KPIs for all executive management is IR (Incident Rates), which is an indication of how many incidents
of lost working days (a measure of severity) occurred. In 2025, the IR was 0.42.
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*
Incident Rate - Lost working days cases, multiplied by 200,000, divided by employees’ work hours (not including our offices employees).
Any injury event with one or more lost workdays is included in the IR calculation method.
Following
any severe incident, inspection committees are formed to engage in-depth learning processes, and to enable necessary corrective and preventive
actions to avoid future occurrences. This proactive approach reflects our ongoing commitment to safety and continuous improvement. For
further information, see “Item 3 – Key Information – D. Risk Factors – Accidents occurring during our industrial
and mining operations, and failure to ensure the safety of workers and processes could adversely affect our business.”
We
invest extensive resources in training, mentoring, and additional safety measures to improve occupational safety and health as well as
to prevent accidents and occupational illnesses. As part of our proactive EHS approach, we implemented an Operations Management System
(OEMS-EHS) that provides a structured framework to promote operational excellence, safety and reliability across the organization. We
have also adopted Human and Organizational Performance (HOP) principles, which focus on early detection and prevention, foster organizational
transparency, and strengthen safety defenses for employees, processes, and the environment. The HOP approach creates dialogue and knowledge
sharing within our organization between managers and employees, and HOP workshops are conducted at all our global sites. Our proactive
efforts to prevent EHS incidents are monitored through leading (proactive) KPIs.
We
are a “learning organization” that strives to retain a mindset of learning from both our successes and our failures. Analysis
of events and “near misses”, as well as reporting of EHS hazards, is encouraged and conducted at all our sites. Management
meetings often include a case analysis of a recent EHS incident, including conclusions and corrective actions taken. We also initiate
cross-organizational learning processes on a regular basis to encourage peer learning, including an international learning forum led by
our Global EHS VP.
In
recent years, we have implemented advanced technologies to assist us in managing EHS events and proactive safety processes globally. We
have deployed specialty software at all our sites. The software's modules include lesson learning, shared learning, intake of innovative
ideas arising from the field and additional controls and defenses. A change management module is also part of the assimilated technology.
In addition, we created a mobile EHS application used globally for EHS management, hazard recognition, emergency-event management and
various proactive online activities. In 2025, we implemented a new Permit to Work (PTW) module to strengthen oversight of high-risk activities,
and both employees and managers routinely use these technologies.
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Emergency
drills, including unannounced drills, are a part of our annual work plans and are conducted regularly to test and improve readiness for
events such as earthquakes, leakage of hazardous materials, and fires. We continue to enhance our procedures and measures with the goal
of becoming leaders in crisis management, management of workplace hazards and EHS practices.
To
prepare for natural disasters and emergency scenarios, we created emergency teams qualified to perform a broad range of first responder
roles, including rescue from ruins and disaster areas following earthquakes. Dozens of volunteers participate in such activities in addition
to their routine duties. Teams are provided with advanced equipment and practice highly complex rescue and evacuation scenarios.
Our
defined Business Continuity Plan (BCP) enables business continuity and quick recovery from various crisis scenarios, minimizing business
disruption and EHS impact.
In
addition, we are introducing AI technology to support various processes and strengthen our defenses, including the use of robots and drones.
Examples include smart systems for forklifts and trucks, the use of drones to inspect confined spaces (which eliminate the need for an
employee to enter dangerous surroundings), smart sensors, and other advanced applications.
PSM
methodology is used to develop and implement policies and standards guided by the CCPS framework, which includes the EU Seveso Directive,
OSHA PSM Regulation, and UK HSE Control of Major Accidents. Israel’s Ministry of Environmental Protection has adopted the Seveso
risk assessment methodology, and Israel’s Ministry of Labor adopted the OSHA PSM Regulation, which are expected to be required at
our relevant facilities. All processes apply to both employees and contractors.
Our
risk management process is a structured, continuous process, consisting of both periodic and ongoing activities. A comprehensive risk
mapping process was conducted throughout our organizational units, and we have streamlined formal Enterprise Risk Management (ERM) policies
and procedures focusing on process safety at all sites throughout our Company. For further information, see “Item 4 – Information
on The Company — B. Business Overview - ICL Climate Related Risk and Opportunity Disclosures".
For
further details on regulatory, environmental, health and safety matters, see our “ICL Corporate Responsibility Report 2024”
on our website at www.icl-group.com. The reference to our website is intended to be an inactive textual reference, and the information
on, or accessible through, our website is not intended to be part of this Annual Report.
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Climate
Change and Greenhouse Gas Emissions
The
impact of climate change is being increasingly recognized throughout our value chain and across the globe. Our value chain, for example,
is exposed to extreme weather events that stress food production systems. Our own facilities are also assessing their exposure to various
climate-related impacts. Climate change is a growing concern not only for governments and non-governmental organizations, but also for
our stakeholders, including investors, customers, employees and the general public. In response, we are aligning our actions to keep pace
with this accelerating change.
We
are witnessing an increasing level of new and tightened global regulation of greenhouse gasses (“GHGs”) which may impact our
operations by requiring changes to our production processes or increasing raw-material use, energy consumption, and production and transportation
costs. These regulations will also require greater disclosure of our efforts and associated costs. At the same time, in the US, the federal
government has been considering and adopting initiatives to rollback restrictions on greenhouse gas emissions and regulations targeting
climate change and may continue to do so. The impact of these diverging regulatory developments on our operations, suppliers and markets
we serve may vary, and we continue to monitor them closely. For additional information regarding our climate change–related risk
management and GHG emissions, see “Item 3 - Key Information— D. Risk Factors”.
ICL
Climate Related Risk and Opportunity Disclosures
Introduction
As
a leading global specialty minerals company, we understand that our industry can be an important enabler in the transition to a low carbon
economy. We can contribute to this transition by developing innovative products and services as well as by offering solutions designed
to promote sustainable agricultural and other practices, minimize environmental impact and enhance safe economic progress in a more sustainable
manner. As our industry is a major consumer of fossil fuel-derived energy and an emitter of greenhouse gases, we aim to reduce our global
GHG emissions and to transition to net zero (Scope 1&2). We recognize that climate change has a wide-ranging impact on our operations,
supply chains, and markets. In addition, as a company committed to transparency and responsible reporting, we acknowledge the rapid increase
in global interest in the development of more comprehensive climate-related disclosure. In 2023, the International Sustainability Standards
Board (ISSB) issued the first IFRS Sustainability Disclosure Standards, IFRS S1 and IFRS S2. Since then, multiple jurisdictions have moved
to adopt or align with the ISSB baseline. In the European Union, the European Commission adopted the first set of European Sustainability
Reporting Standards (ESRS) in July 2023 for application under the Corporate Sustainability Reporting Directive (CSRD), and during the
years 2024 and 2025 advanced simplification efforts that have affected the timing and scope of reporting requirements. In addition, the
state of California has enacted laws requiring disclosure of climate-related risks (currently subject to a court-ordered stay), as well
as GHG emissions, however certain elements of these requirements remain subject to ongoing rule making and legal challenges. Additional
jurisdictions are expected to adopt regulatory disclosure requirements relating to climate risks and opportunities disclosures, GHG emissions
and other ESG metrics in the foreseeable future. While disclosure requirements and topics differ among the frameworks, climate-related
disclosures are included in each of the frameworks, demonstrating their importance. For further information, see “Item 3 - Key Information—
D. Risk Factors".
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In
our previous annual reports, we aligned our climate risk assessment and reporting with the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), which has been the leading climate reporting framework since 2017. While the TCFD framework has been integrated
into the International Sustainability Standards Board (ISSB) standards (IFRS S1 and IFRS S2), we continue to apply the core principles
of the TCFD framework in our voluntary climate disclosures. This ensures consistency and transparency in reporting climate-related risks
and opportunities. We closely monitor the evolution of ISSB and the adoption of additional global climate reporting standards, and their
implications for future reporting. In 2025, we continued to report climate-related disclosures, guided by the core principles of the TCFD
framework.
As
part of our legacy targets, we committed to a 30% reduction of our greenhouse gases (GHG) emissions (Scope 1&2) by 2030 (versus 2018,
being the base comparison year), and to date, we are on track to achieve this goal. Going further, following ICL's declaration to set
a decarbonization plan in accordance with the criteria and process of the SBTi, in 2024, ICL updated its decarbonization roadmap beyond
2030 and formulated the relevant targets in accordance with the SBTi standards and requirements. In 2025, SBTi validated ICL’s near-term
greenhouse gas emissions reduction targets by 2034 (versus 2022, being the base comparison year). The SBTi initiative promotes ambitious
climate action in the private sector by enabling organizations to set science-based emissions reduction targets in line with the Paris
Agreement’s goals. For further information, see “Item 3 - Key Information— D. Risk Factors".
Building
on our established approach to climate-related reporting, we conducted a screening of material climate-related risks and opportunities
relevant to ICL, highlighted our existing good practices and identified next steps to strengthen our climate-related governance, strategy
and risk management procedures. The following section outlines our progress across four key areas of climate risk and opportunity management:
Governance, Strategy, Risk Management, and Metrics and Targets.
Governance
and Management of Climate Related Risks and Opportunities
Board-level
Oversight of Climate-related Issues
• Climate risk management is an integral part of our overall approach to ‘Doing the Right Thing, in the Right Way, Every Day’. ICL’s Board is responsible for setting ICL’s overall strategic direction, including sustainability, climate and ESG related matters. The Board views climate change as a material component of the Company's strategy.
• The Board has appointed a Climate, Sustainability and Community Relations Committee (“CSC Committee”) to oversee climate-related issues, including but not limited to, climate-change risk assessment and mitigation plans, installation of renewable energy facilities, site decarbonization plans, implementation of Circular Economy activities, achievement of energy and water savings targets and implementation of various policies related to environmental impact. The CSC Committee is chaired by Dr. Miriam Haran, a leading environmental expert with substantial experience in environmental and climate-related matters. The CSC Committee comprises three additional directors on the Board who possess significant industrial and risk management experience, including experience regarding environmental matters.
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• The CSC Committee convenes quarterly, as scheduled, unless additional meetings are necessitated for ad hoc purposes. The meetings include review of updates regarding the Company’s latest ESG related events, as well as changes in underlying regulations, ESG risk assessments and ESG management systems, in addition to review and approval of policies and procedures when relevant. The CSC Committee also holds annual discussions regarding, among other things, risk mitigation measures, climate-related risk and opportunity disclosures, the Company’s ESG reporting, and ICL’s sustainability KPI targets. Progress made on climate-related targets, and adherence to the Company’s GHG decarbonization targets, are also monitored in these meetings (for more information, refer to the ‘Metrics and Targets’ section below).
• In February 2023, the Board approved the submission of a declaration to the SBTi organization, wherein the Company will commit to set a near-term, science-based target in accordance with the framework developed by the SBTi. The Board’s approval followed discussion and approval by ICL’s Global Executive Committee (GEC) in January 2023, and the CSC Committee in February 2023. In March 2023, SBTi officially confirmed ICL’s commitment to develop near-term targets in accordance with SBTi criteria and processes. Following ICL’s submission in March 2025, SBTi validated ICL’s near term targets for GHG reduction in July 2025. The CSC Committee will continue to oversee ICL’s decarbonization plan and targets.
• The Board’s Audit & Accounting Committee, as determined in ICL’s Board Manual, is responsible for, among other responsibilities, overseeing ICL’s risk management, including monitoring our activities to manage and mitigate identified risks, as well as to ensure our compliance with relevant regulations. Accordingly, ICL’s Enterprise Risk Management (“ERM”), which includes climate related risks, is discussed at least on a bi -annual basis, and any material changes are updated on a regular basis.
• ICL’s ERM approach and constituting documents, including its ERM policy and procedures, follow the risk management methodology of the Committee of Sponsoring Organizations of the Treadway Committee (COSO). The methodology is defined as “the culture, capabilities, and practices, integrated with strategy setting and its performance, that organizations rely on to manage risk in creating, preserving, and realizing value”.
ICL
has integrated climate related risk and opportunities into its formal ERM processes, including the ESG risk management structure and in
various categories under the ICL Risk Universe. Physical and transition risks have been integrated at all risk levels.
For
further information, including additional information regarding Dr. Haran’s biography and the frequency of CSC Committee and the
Audit & Accounting Committee meetings, see “Item 6 – Directors, Senior Management and Employees— A. Directors and
Officers & C. Board Practices—Our Board Committees”.
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Management
and Leadership Oversight
• ICL’s Global Executive Committee (“GEC”), comprised of its senior executive management members, meets on a weekly basis and is responsible for overseeing the Company’s actions, policies and initiatives designed to ensure that ICL’s material ESG and climate -related risks are being appropriately addressed and managed. It also renders decisions on various issues including sustainability, climate and ESG matters. This includes the formation of annual budgets, deliberations regarding major capital and operational expenditures for climate mitigation activities related to low carbon production products and services, climate -related transactions (including acquisitions, mergers and divestitures) and the implementation of the climate transition plan.
• To assist the GEC in better monitoring and overseeing ICL’s sustainability, climate and ESG related matters, the GEC appointed a GEC Sustainability Committee, an advisory committee which convenes on a quarterly basis. Following an organizational change, ICL’s EVP, Chief Legal and Sustainability Officer, was appointed as Deputy CEO, and the responsibility over sustainability was transferred to the ICL Chief Procurement & CAPEX Officer, as well as responsibility for energy matters. Accordingly, ICL Chief Procurement & CAPEX Officer, is chairing the GEC Sustainability Committee as of 2026. In 2025, the GEC Sustainability Committee was chaired by ICL’s EVP, Chief Legal and Sustainability Officer, and included the CFO, the EVP, Chief Risk Officer, ICL's Potash Division President, and Head of Israel Phosphate Operations, who is also in charge of ICL’s global EHS, the Chief Procurement & CAPEX Officer, the Chief Innovation and Technology Officer and the ICL's Phosphate Specialty Solutions Division President. Three separate management-level committees report to the GEC Sustainability Committee on climate-related risks. These include: (i) a Physical Risk Committee and (ii) a Transition Risk Committee. A third committee, an Operational Executive Committee (OEC), is responsible for management, including measurement, of certain operational matters, including: waste, water management, air quality and pollution, biodiversity and EHS. All three committees are supported by ICL’s global sustainability and risk management teams, which manage both physical and transitional climate-related matters. The purpose of these committees is to identify potential climate related risks and opportunities, assess their impact on ICL’s operational and logistic sites, manage their financial transition, and determine mitigation actions to minimize ICL’s exposure to risk according to the respective ICL risk appetite. The chairs of the committees meet on a periodical basis to synchronize their activities.
For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
A. Directors and Officers”.
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Working
Groups
Multiple
stakeholders within the Company are engaged as needed. We apply a ‘bottom-up’ approach to climate-related risk and opportunity
identification and verification to ensure that awareness of climate-related issues is implemented across all our segments, business units,
operations and geographic locations.
Training
We
conduct dedicated training sessions on climate, the environment and various sustainability-related topics for our executive management
and employees across the Company on a regular basis to ensure that they are updated on the latest developments.
Board
Oversight Trainings
Over
the past several years, our Board of Directors, along with the CSC Committee and Audit & Accounting Committee, have engaged in continuous
capability-building initiatives to strengthen their oversight of sustainability and climate-related matters. These have included dedicated
trainings on TCFD principles and related climate risks and opportunities, as well as periodic updates on our disclosure processes and
progress. Ongoing additional sessions are conducted throughout the year. These efforts have evolved into regular, structured discussions
at the Board and committees' levels, ensuring that members remain informed and equipped to oversee climate-related strategy and reporting.
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Each
quarterly Board meeting opens with an EHS and Sustainability review and discussion, that includes climate-related aspects and other ESG
matters, as well as monitoring of related KPI’s. About twice a year, the Board conducts off-site Board visits at ICL’s sites
around the globe. These meetings include a tour of the site (or sites) and discussion of, among other topics, environmental, sustainability,
climate, safety and other ESG risks and related issues.
Management
Oversight Training
Our
GEC’s continuous training program encompasses comprehensive discussions on a wide array of critical topics including climate action,
sustainability strategies, safety protocols, risk management and various other ESG (Environmental, Social, and Governance) considerations.
This includes training sessions on topics such as scope 1, 2, and 3 emissions, as well as in-depth education on initiatives like the Science-Based
Targets initiative (SBTi). Moreover, the training provides updates on pertinent regulatory changes and facilitates regular discussions
on risk assessments to ensure our leadership remains well-informed and proactive in addressing emerging challenges.
Working
Groups and Stakeholders Trainings
A
variety of ongoing workshops are held for various working groups, accompanied by internal and external experts. In addition, each year
ICL organizes a global ESG Week that focuses on environment, safety and health, community and volunteering, quality assurance, sustainability
and compliance topics. The purpose of the event is to promote engagement and knowledge sharing within the Company, and to increase awareness
of our sustainability goals and guiding principles as well as to implement a culture of sustainability. Since 2023, we have officially
embraced the UN Sustainable Development Goals (SDG’s) as guiding principles in our revised Code of Conduct and Business Partners
Code of Conduct, reflecting our overall approach to sustainability and our commitment to ‘Doing the Right Thing, in the Right Way,
Every Day’. We continue to be committed to implementing SDGs in all areas of our operations and activities. Engagement activities
include both on site and online workshop training, external lectures, and various educational materials.
Executive
Compensation
For
the past several years, ICL’s HR & Compensation Committee and Board of Directors have incorporated ESG performance targets into
the annual short-term incentive plans for executive officers, underscoring a strong commitment to sustainability. This integration ensures
that accountability for achieving ESG objectives that promote our business objectives is embedded within the leadership team. Annual KPIs
for executive management, including in 2024 and 2025, were tied to specific ESG targets and constitute a key component of the executive
compensation mechanism. These KPIs cover areas critical to our business strategies such as health & safety performance (IR improvement
targets), environmental performance (water savings, waste reduction, greenhouse gas (“GHG”) emissions reduction targets, aimed
to eventually achieve science based targets), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change
and climate related disclosures and rankings, diversity and gender equality improvement goals, Sustainable Cost Optimization Sustainability
program and energy efficiency, sustainable solutions, product carbon footprints calculations, business ethics, compliance, and more.
For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
B. Compensation”.
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Strategy
We
acknowledge the impact of climate change on our operations, supply chains and markets and align our business strategies with key mega-trends,
including resilient agriculture and food supply chain, renewable energy and Circular Economy practices. We support climate change mitigation
and adaptation both for ICL and its value chain, thus managing risk and recognizing opportunities.
Our
climate strategy is multifaceted, built on several key contributors. As an industry leader in sustainability, ICL has taken proactive
steps in both climate adaptation and mitigation. These efforts include year-over-year analysis and progress updates within our mainstream
reporting. In addition, our actions involve capacity building across the organization and throughout our value chain. As part of our decarbonization
efforts, we have integrated ESG-related KPIs and GHG emissions reduction targets into our financial planning and reporting processes.
In addition, ICL has established an integrated process with a dedicated, multidisciplinary team responsible for identifying and evaluating
potential reduction initiatives across our global operations. Within our upstream value chain, we collaborate with partners to manage
climate-related risks and identify opportunities that support a resilient and efficient supply chain, including exploring low-carbon raw
material alternatives. For our downstream value chain, we offer sustainable solutions such as controlled-release fertilizers and bio-stimulants.
By pioneering advanced data- and AI-driven agricultural solutions, we seek to enhance agricultural efficiency, reduce value-chain GHG
emissions, support food availability and security, and contribute to a more resilient global food system.
To
support our strategy, we set climate related targets to oversee our own operations and our value chain. As part of our legacy targets,
we committed to a 30% reduction of our greenhouse gases (GHG) emissions (Scope 1&2) by 2030 (versus 2018, being the base comparison
year), and to date, we are on track to achieve this goal. Going further, following ICL's declaration to set a decarbonization plan in
accordance with the criteria and process of the SBTi, in 2024, ICL updated its decarbonization roadmap beyond 2030 and formulated the
relevant targets in accordance with the SBTi standards and requirements. In 2025, SBTi validated ICL’s near-term greenhouse gas
emissions reduction targets by 2034 (versus 2022, being the base comparison year). The SBTi initiative promotes ambitious climate action
in the private sector by enabling organizations to set science-based emissions reduction targets in line with the Paris Agreement’s
goals. For further information, see “Item 3 - Key Information— D. Risk Factors".
Informing
Current Strategy and Initiatives
Climate
risks and opportunity factors are incorporated into our business strategy and operations to improve our short, medium, and long-term financial
and operational resilience. Physical risks and opportunities are those that occur as a result of climate change manifestations, whether
occurring as chronic long term climatic changes or as acute episodic extreme weather events. Transition risks and opportunities are those
that occur due to the transition to a low carbon economy, including legal and/or regulatory risks such as carbon pricing mechanisms, market
supply and demand, litigation and reputation, and changes in key areas of technology.
To
enhance the resilience of our strategy and business model, ICL integrates scenario analysis into its Enterprise Risk Management (ERM)
framework, evaluating both physical and transition-related risks and opportunities under multiple climate pathways, ICL further strengthened
its climate risk analysis by assessing financial and operational impacts such as carbon pricing, supply chain disruptions, and extreme
weather events via “ICRISK” Platform.
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Climate-related
risks and opportunities are integrated into the Company’s business strategy, with the key areas described below:
Products
and Services
To
thrive in a world impacted by climate-change, it is necessary to offer and provide products and services that enhance global food security,
efficiency and safety, as well as solutions that support climate-related adaptation and mitigation in various fields.
ICL
is focused on creating new products and services that are designed to promote both climate change mitigation and adaptation and support
food availability, security and resilient food supply chain. ICL offers a diverse portfolio of solutions which includes products that
enable balanced fertilization, reduce water consumption, reduce leaching of fertilizers into water sources, such as CRFs, and bio-stimulants.
Our product portfolio includes controlled release fertilizers (CRFs) and bio-stimulants that support plant nutrition and minimize N2O
emissions in the use phase, helping reduce GHG emissions and supporting climate change mitigation. ICL is at the forefront of AgroTech
innovation, from AI-driven precision farming and regenerative agriculture to carbon utilization and biological solutions.
Our
fertilizers are designed to support plant growth under challenging climatic conditions, such as drought and heat, by contributing to improved
nutrient availability and soil health. Other products, such as Keep Green, protect coffee tree leaves from excessive solar radiation,
thus supporting resilience and adaptation to climate stress.
We
also offer innovative food solutions that support food security. Further down the food supply chain, ICL new acquisition, Bartek, is the
global leader in food-grade malic and fumaric acid. These functional food ingredients are used by food and beverage companies to enhance
flavor profiles, extend shelf life and improve overall quality. Our portfolio also includes products which reduce product loss, increase
shelf life and reduce food waste. FruitMagTM, a mineral-based
and fungicide-free solution for post-harvest citrus fruit treatment. By using a food-grade magnesia product, ICL eliminates the need to
use toxic materials and reduces product losses while increasing shelf life. ICL products include alternative proteins which are also part
of ICL’s portfolio, and we have invested, among others, in Arkeon, GmbH. The investment supports Arkeon’s innovative one-step
fermentation bioprocess which creates customizable protein ingredients by capturing carbon dioxide (CO2).
The resulting alternative proteins are carbon negative and clean-label functional ingredients.
In
addition, ICL's diversified product portfolio also includes solutions related to the battery materials market in which ICL will continue
to develop its existing activities related to the supply of raw materials to the battery materials market.
ICL
also offers a portfolio of low carbon products, ranging from agriculture and food ingredients to industrial products. It introduced Polysulphate,
a multi-nutrient fertilizer requiring no processing and generating no waste products, which has a significantly lower carbon footprint
than other common fertilizers. The product aligns with evolving consumer demand for low-carbon solutions. In the industrial product segment,
ICL offers low-carbon products as well, such as Bromine.
For
more information, please see – “Sustainable Solutions”.
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Operations
ICL
continues to innovate, seeking to establish best practices, eliminate process inefficiencies and optimize operations to reduce its GHG
emissions. To support this effort, ICL has established an integrated process led by a dedicated, multidisciplinary team. The team surveys,
identifies, and evaluates potential emission-reduction initiatives and reviews them within the company’s standard investment framework,
ensuring alignment with financial planning, capital allocation priorities, and overall business strategy, while also considering their
expected sustainability impact and climate-related benefits.
This
integrated evaluation approach enables effective prioritization and supports efficient resource allocation across the decarbonization
roadmap. With a comprehensive view of abatement opportunities across the organization, the team helps guide informed project approval
and sequencing. Integrating this process into financial planning cycles, annual KPIs, long-term targets, and management decision-making
ensures alignment with the company’s core processes. As a result, the decarbonization workstream is more embedded, consistent, and
measurable, enabling clearer tracking of achievements and long-term progress.
As
part of its energy transition strategy, ICL has significantly reduced reliance on heavy fuels over the past decade, replacing them with
natural gas across its major operations. For the past several years, the Company further advanced its renewable energy adoption through
long-term power purchase agreements (PPAs) and the installation of photovoltaic (solar) systems at its operational sites, reaching nearly
90% of procured electricity from low-carbon sources. Beyond these initiatives, ICL has achieved significant GHG emissions reductions through
a range of actions, including the commissioning of a highly efficient Combined Heat and Power (CHP) plant at its Dead Sea facilities,
the implementation of energy savings and efficiency measures, and the utilization of waste heat at various sites worldwide. In addition,
the Company has decommissioned fossil fuel-based facilities, such as its PAMA oil shale power plant in Israel. ICL is also assessing further
expansion of waste heat utilization, building on the successful deployment of heat recovery systems (HRS) at several of its major production
sites.
ICL
is also intensifying efforts to reduce process-related emissions and maximize resource efficiency by utilizing waste heat and energy-related
byproducts. Additional measures include securing strategic renewable energy agreements, advancing low-global-warming-potential materials,
and expanding solar photovoltaic installations across all feasible areas within its sites.
Supply
Chain
Extreme
climate events can result in disruptions to the supply of required raw materials to our sites (upstream) or to ICL's ability to transport
products to its global customers (downstream), and, as a result, could affect our business. A strategic decision was taken to search for
and identify any additional potential risks of climate-change related disruptions to the transportation of raw materials/products, and
to diversify the means of transportation to assure the continuity of production and product supply to our customers. Additionally, we
expanded our multi-scenario climate risk analysis to include an assessment of physical climate risks affecting key suppliers. The analysis
highlighted potential future climate impacts on supply chain resilience and potential financial risks involved. These insights support
more informed decision-making and resource allocation, positioning ICL well for strengthening its supply chain’s resilience and
maintaining operational continuity amid evolving climate challenges. To maintain resilience, we are also continuously reducing our dependency
on critical, single-source suppliers by creating alternative solutions. For further information, see “Item 3 - Key Information—
D. Risk Factors".
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Sustainable
Procurement
We
are engaged in extensive training to raise awareness among ICL’s suppliers regarding sustainability, transparency and carbon emissions
reduction, as part of an industry wide initiative, Together for Sustainability (TfS), that enables collaboration with suppliers through
education, training, and monitoring, aligned with industry-wide goals and ICL’s effort to evaluate and reduce its Scope 3 emissions
in accordance with local laws. Furthermore, as part of our efforts we are investigating low-carbon and enhanced sustainable sourcing of
raw materials as a key part of our overall strategy, including prioritizing materials with lower carbon footprints, and collaborating
with suppliers to enhance sustainability practices. Additionally, we are optimizing logistics and transportation by exploring alternative
fuels, electric vehicles, and energy-efficient shipping practices, to minimize emissions across our value chain.
In
parallel, as a part of our focus and efforts to increase renewable energy in our energy mix, ICL created a cross-organizational team comprising
representatives from our Global Procurement Organization (GPO) and our Operational Excellence and Sustainability experts, who participate
in efforts to procure electricity produced from renewable energy, as well as support capital investments to install onsite renewable energy
production at our facilities. This initiative has been successful, and in 2025, nearly 90% of the electricity produced by our global sites
was derived from low-carbon sources, with some regions reaching nearly 100%. In Israel, in alignment with our climate strategy, the Company
has entered into long-term power purchase agreements with two Israeli providers of "green electricity". These long-term agreements (15
years) will enable ICL to purchase more than 175 million kWh of electricity from renewable sources on an annual basis, beginning in 2024.
ICL was an early adopter and one of the first companies in Israel to sign long-term renewable energy contracts, as soon as the relevant
regulatory environment supported it. We will continue to strengthen our efforts, as the markets for on-site renewable energy, long-term
power purchase agreements and other supply mechanisms continue to mature.
Investment
in R&D
Our
research, development, and innovation (RD&I) activities support ICL's growth strategy. The main objective of these activities is to
enable new product sales and new business creation in the areas of next-generation fertilizers, food technology, e-mobility, novel materials
and digital agriculture. ICL’s RD&I organization establishes both short-term and long-term goals for GHG emissions reduction
technologies. Research, redesign and implementation of low carbon solutions are currently being introduced to mitigate process-based and
product-based emissions, as well as to meet future demand.
Using
our core RD&I capabilities, we are also developing products that address market needs and megatrends. Our Compass Assessment tool
offers guidance and support for new projects. The process includes defining and framing the scope of potential and risk, as well as impacting
goals related to specific SDGs. These guide us in the process of developing new products and services. Through our Open Innovation platform,
we seek to collaborate with entrepreneurs, researchers, innovators, and startups to foster innovation in these areas. Another path is
ICL Planet Startup Hub and ICL Open, our open innovation platforms that connect ICL with startups and academia to access disruptive technologies
in our domains of interest-accelerating startup growth while also integrating breakthrough innovations into ICL’s product development
and internal capabilities.
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In
the short term, our RD&I organization is using its existing infrastructure to challenge internal and external partners to introduce
solutions. Our efforts also extend to low carbon and climate resilience solutions, Circular Economy activities, energy storage materials
and more, all which are supported by ICL’s industry leading internal accelerator program, “BIG”, that is leveraged to
promote our GHG reduction breakthroughs.
Financial
Planning
Our
global finance teams integrate ESG-related KPIs and GHG emission reduction targets into our financial reporting and planning. This includes
creating the necessary data infrastructure (data quality and data management) and management infrastructure to enable the support for
proper decision-making processes, along with an increase in the transparency of our ESG performance with rigorous financial methodologies
and metrics.
To
further enhance financial resilience, ICL has developed a comprehensive, Company-wide climate risk-stress model. This model evaluates
key parameters such as asset value, stock value, revenue loss from production disruptions, adaptation adjustments, and scenario analysis.
The scenarios include physical risks (baseline, IPCC SSP1-2.6, SSP2-4.5, and SSP5-8.5 from 1995 to 2050) and transition risks (IEA Net
Zero 2050, APS, STEPS, and NGFS scenarios for 2022 to 2050). The model assesses the potential financial impacts of climate events, including
revenue loss, asset damage, stock fluctuations, and associated CAPEX.
Climate
risks are evaluated based on their likelihood and potential impact using a five-tier matrix, with financial impacts categorized as critical,
major, significant, moderate or low. Risks with high magnitude (impact and likelihood) are imbedded into our ERM process and prioritized
for mitigation actions and close monitoring.
Considering
these insights, we integrate ESG-related KPIs and GHG emission reduction targets into financial reporting and planning. This effort includes
the development of robust data infrastructure, focused on data quality, management systems, and transparency, to support effective decision-making
and align with the Company’s sustainability targets.
Sustainable
finance plays an important role in enabling ICL’s transition to a low-carbon and environmentally sustainable economy. With this
infrastructure in place, we have the potential to leverage financial opportunities to advance our sustainability agenda. In September
2021, ICL secured its first €250 million Sustainability-Linked Loan ("SLL"). The loan was a step forward in ICL’s ongoing
sustainability efforts and includes three sustainability performance targets: a reduction in absolute Scope 1 & 2 GHG emissions, an
increase in the percentage of female executives among senior ICL management and an increase in the number of valid TfS (Together for Sustainability
initiative) scorecards obtained for ICL Group suppliers. These targets were designed to align with our sustainability strategy and goals,
and each will be assessed at specific times during the term of the loan, using third-party certification.
Additionally,
in April 2023, ICL further expanded and increased its commitment to ESG by entering into a Sustainability-Linked Revolving Credit Facility
Agreement between an ICL subsidiary, ICL Finance B.V., as borrower, and a consortium of 12 international banks, for a $1.55B credit facility
("Sustainability-Linked RCF"). The Sustainability-Linked RCF also includes three ESG KPIs that follow the same principles as those of
the SLL.
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Risk
and Opportunities
Identified
Climate Change Risks and Opportunities
Over
the past several years, climate change and GHG emissions have been of increasing concern globally. Laws and regulations that govern climate
change and GHG emissions already have certain impacts on ICL Group’s operations and may present transition risks for both the short
and long term.
Carbon
taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way of pricing carbon – a key policy
driver to reduce GHG emissions. Currently, one of ICL Europe's sites, ICL Iberia, is covered by the EU-ETS Emissions Trading System, and
in the UK, ICL Boulby is subject to the UK Emissions Trading Scheme. In Israel, a new carbon tax on fossil fuels, including natural gas,
has been declared and came into effect during 2025. It will be implemented gradually until 2030 and is expected to lead to an increase
in fuel prices. Most of ICL’s tax impact comes from natural gas consumption, mainly but not solely via its natural gas-based power
plants. The tax mechanism includes a rebate on fuel consumption utilized for heat production and other industrial processes that require
heat, but fuel used for electricity production is not eligible. This mechanism will be implemented gradually over the course of the current
decade. Other carbon mechanisms may be implemented in the future.
Additionally, under the European Green Deal, the EU adopted a Carbon Border Adjustment Mechanism (CBAM)
regulation in 2023. This mechanism was created to stop carbon leakage from the EU (i.e. the risk that the EU carbon emissions reduction
regulations will be offset by increases in emissions in jurisdictions with less stringent regulations) and already is affecting some of
our operations. The EU CBAM charges will phase in over a period of nine years, commencing in 2026. Regulations relating to GHG emissions
are also at various stages of consideration in the US. At the same time, we recognize that evolving regulatory landscapes around climate
change may present mixed trends. For instance, the US federal government has explored and implemented certain adjustments to ease GHG
emissions restrictions and related climate measures.
Consequently,
it is expected that in the short to medium term, ICL will need to purchase carbon allowances through specific programs (such as the EU
and UK ETS) and/or incur additional costs for energy and emission reduction measures. Similarly, carbon taxes, or restrictions on fossil
fuel electricity production, could increase our energy costs, as well as the costs of supplied materials and services across the ICL value
chain. However, diverging or conflicting regulatory developments relating to climate change may alter the risk and opportunities posed
by climate transition.
We
are subject to laws and regulations requiring the disclosure of climate-related information. ICL’s main EU subsidiaries were expected
to report under the EU Corporate Sustainability Reporting Directive (CSRD), originally set for 2026 using 2025 fiscal data. However, this
timeline has been delayed. Following the adoption and publication of the EU "Simplification Omnibus" package, certain requirements and
timelines have been adjusted, which has affected the timing and scope of our reporting. As a result, the exact timing for specific disclosure
under the CSRD has shifted with most recent developments suggesting ICL will be expected to report as of 2028 for fiscal year 2027. We
are aligning our processes and data management procedures accordingly.
In
March 2024, the SEC issued a rule in the United States requiring disclosure of climate-related risk; however, the SEC stayed the rule
pending the resolution of lawsuits challenging its validity and the current US presidential administration and SEC leadership has expressed
opposition to the rule, putting its future in doubt. As of early 2026 there is still no federal mandate in place. In addition, the state
of California has enacted laws requiring disclosure of climate-related risks (currently subject to a court-ordered stay), as well as GHG
emissions, however certain elements of these requirements remain subject to ongoing rule making and legal challenges. Additional jurisdictions
are expected to adopt regulatory disclosure requirements relating to climate risks and opportunities disclosures, GHG emissions and other
ESG metrics in the foreseeable future.
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Physical
impacts related to climate change may also have significant effects on industries and the economy. These impacts may include extreme heat,
extended drought durations altering water availability and quality, changes to sea level and temperature, increases in the frequencies
and intensities of storms and extreme convective events which could also result in damage to facilities or equipment. These impacts may
also encompass changes in the availability of natural resources, leading to the disruption of supply chains. These physical risks have
the potential to financially disrupt operations through increased costs and business interruptions, upstream raw material supply and downstream
distribution. For example, a few of our Israeli facilities, including our sites at the Dead Sea, are located in an area that has been
impacted by floods in the past, which led to the initiation of a major flood protection response by ICL. Physical risk can also occur
when transport barges are unable to operate on key waterways. Such events have occurred along the Rhine River where, in recent years,
summer water levels have impeded the transport of raw materials. For further information, see “Item 3 - Key Information— D.
Risk Factors”.
Transition-related
opportunities relevant to ICL include products and services that can service multiple needs in terms of climate change. Opportunities
for ICL are relevant with regard to the direct impact of climate change with products available for both mitigation and adaptation, and
with regard to indirect impact with products and services that reduce water use and contribute to a Circular Economy. As part of our strategy
to focus on our specialty products, and with standard R&D timelines ranging from 5-15 years, we have successfully responded to some
of the transitional risks through our product portfolio.
ICL’s
ability to provide products with low carbon footprints enables its value chain to offer products with an added benefit. By tracking consumer
preferences for low carbon footprint products [Opportunities: Markets, Products & Services], we successfully developed a multi-nutrient
fertilizer based on naturally occurring Polysulphate®. Polysulphate® requires no chemical processing, creates no waste products
and has less potential to contribute to global warming than other comparable products. With its low carbon footprint, Polysulphate®
is a fertilizer that could help farmers reach their industry or national carbon targets. We also produce Control Release Fertilizers (CRF)
that are highly efficient during their use phase by reducing carbon intensity. ICL is committed to sustainability across our entire value
chain, from raw material extraction to production processes and downstream applications. As part of these efforts, our Industrial Products
segment produces bromine in Israel, which has been recognized as having the lowest calculated carbon footprint globally. We engaged ECOINVENT,
a world-leading high-quality environmental life-cycle inventory data provider, to review the environmental footprint of ICL bromine production.
Following
a review of ICL’s production processes and primary data (including information relating to material and energy inputs, operational
parameters, and methodological assumptions), ECOINVENT delivered its updated assessment in October 2025, confirming that the carbon footprint
(CFP) of bromine produced in Israel is the lowest calculated carbon footprint globally among the bromine datasets represented in
the ECOINVENT database.
This
verified dataset will serve as a basis for CFP assessments of our downstream products, further ensuring consistent and transparent calculations
across our portfolio, while demonstrating the use of low-carbon bromine-based solutions.
Low-
enables tangible advantages for downstream industries, both in the present and the future.
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Our
new meat protein substitutes which were driven by consumer demand [Opportunities: Markets, Products & Services] to reduce the ecological
(carbon and water) footprint by replacing animal protein. In addition, our ICL Planet Startup Hub, ICL’s AgriFood innovation accelerator
platform, invested in Arkeon GmbH whose patented process harnesses carbon dioxide and transforms it into nutritious protein – a
process that is not only sustainable but regenerative.
Among
the key strategies to achieve a low carbon future is the transition from linear economic models to circular ones with reduced material
consumption and waste generation. We are working on multiple products and development opportunities to be in line with Circular Economy
principles. In addition to ICL’s Fibagro Advance, our peat alternative growing media that is based on waste from the wood industry,
PuraLoop®, an innovative phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash), has been recognized for its
contribution to advancing Circular Economy. For more information, see Circular Economy.
To
recognize the importance of research and development (R&D) for our sector, ICL owns multiple patents in various countries. We describe
our strategic research along with our development and innovation activities as they relate to climate change in the R&D section below.
Shaping
Future Strategy
ICL's
approach is designed to complement and augment ICL’s existing climate strategy and associated risk management. We have applied a
forward-looking scenario analysis to identify physical and transitional climate related risks and opportunities that could have a material
financial impact on our business over the 2030, 2040 and 2050 timeframes.
These
risks were identified over various timeframes and will be monitored, evaluated and updated as necessary. Time horizons include short-term
(0-3 years), medium-term (3-10 years) and long- term (10+ years) time frames. These time horizons are closely aligned with ICL’s
strategic and financial planning processes, supporting the achievement of short-term climate-related targets, our legacy 2030 commitments
for GHG emissions reduction, our SBTi near-term GHG reduction targets, and the longer-term goal of achieving net-zero emissions by 2050
(Scope 1 & 2).
In
2021, ICL initiated a high-level climate change scenario analysis to better understand the timing and potential impact of climate-related
risks and opportunities across its key geographies and business segments. The assessment used relevance weightings and climate data to
illustrate trends for key indicators under specific climate scenarios, considering future timeframes.
Since
then, we have consistently advanced our efforts to better understand the potential impacts and appropriate measures to reduce climate-related
risks and capture opportunities for the Company, while enhancing our climate-related disclosures. In 2025, we continued the ‘top-down’
approach undertaken in earlier years to assess risks and opportunities. We further utilize our financial stress tests to evaluate the
possible impact of various climate scenarios. Climate-related risks have been integrated into our formal ERM processes, and a ‘bottom-up’
approach has been applied for climate related risk and opportunity identification and verification, ensuring awareness of climate-related
issues across all segments, business units, sites and geographic locations. For further information regarding our risk identification
and management, see the Risk Management section below.
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Climate
risk analysis at ICL
ICL's
climate risk assessment utilizes scenario analysis to evaluate potential physical and transition risks across short-, medium-, and long-term
timeframes (2030, 2040, and 2050). A combination of climate scenarios from the Intergovernmental Panel on Climate Change (IPCC) and transition
pathways such as International Energy Agency (IEA) and Network for Greening the Financial System (NGFS) frameworks are used to analyze
the evolution of climate and socio-economic parameters, providing insights into potential future uncertainties and opportunities.
For
physical risks, the analysis is grounded in IPCC scenarios SSP1-2.6, SSP2-4.5, and SSP5-8.5, which
represent low, medium, and high emissions pathways. These scenarios explore the potential impacts of different global warming trajectories,
reflecting a range of possible futures:
• Scenario SSP1-2.6 reflects a future where physical risks, such as extreme weather events and long-term temperature increases, are minimized compared to other higher emissions scenarios.
• Scenario SSP2-4.5 addresses moderate physical risks, such as the increased frequency and severity of heatwaves, storms, and droughts in the long run.
• Scenario SSP5-8.5 assumes a business-as-usual trajectory with limited global mitigation efforts. It reflects severe physical risks in the long term, including frequent extreme weather events, rising sea levels, and significant ecosystem disruptions. This scenario highlights the need for robust resilience planning to mitigate catastrophic impacts on operations, infrastructure, and supply chains.
For
transition risks and opportunities, ICL utilizes six scenarios from two main frameworks: the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS). Scenarios used are Net Zero 2050 (IEA, NGFS) that suppose
the achievement of global carbon neutrality and strong transition, Stated Policies (STEPS) IEA and Below 2°C (NGFS) that represent
pathways to limiting global warming, as well as Current Policies (CPS) (IEA) and Nationally Determined Contributions (NGFS) that evaluate
the implications of current pledges and commitments.
ICL's
scenario selection reflects a strategic approach to explore a wide range of risks and opportunities. The chosen scenarios provide coverage
by representing a spectrum of potential developments, enabling the organization to prepare for both low-probability and high-impact events,
such as extreme physical risks under SSP5-8.5, and more gradual transitions. By examining the interplay between physical and transition
risks, ICL identifies vulnerabilities and dependencies, such as the influence of regulatory shifts in carbon pricing on operational costs
under various scenarios. The combination of quantitative data-driven modelling and qualitative expert-based assessments ensures a scenario
analysis that addresses both types of measurable risks, including CAPEX and OPEX, and less quantifiable factors, such as reputation and
policy shifts. While scenario analysis is a useful tool for exploring potential future pathways, it relies on assumptions and publicly
available models that may evolve over time. Emerging or shifting regulatory developments, including in the US and other key jurisdictions,
may not be fully reflected in the current scenarios and could lead to outcomes that differ from those modeled.
Since
2021, we have enhanced our methodology for assessing climate risks. The initial high-level analysis aligned with TCFD methodology recommendations
laid the groundwork for more detailed assessments. We later introduced a bottom-up approach to identify site-specific vulnerabilities
across global production sites, with the aim of identifying asset-specific vulnerability and comparability to prior years assessments.
In addition, full coverage of ICL’s assets (including warehouses, offices, and R&D facilities) and operational activities (including
production, manufacturing and plant) were included in the analysis. In 2024, we extended our climate risk assessment to cover additional
aspects of our value chains, incorporating additional assessment of our key suppliers’ exposure to physical climate risks under
different climate scenarios. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification and validation process. The process was enhanced by designing and implementing
an internal unified risk platform that supports all levels of management and strengthens transparency. In 2025, we updated our assessment
of physical risks for our operations and transition risks specifically related to carbon-pricing mechanisms, reflecting changes in modelling
scenarios and ensuring that ICL remains aligned with the latest scientific, regulatory, and market developments, thereby maintaining an
up to date and robust climate risk assessment approach.
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For
the purposes of our reporting, results reflect the impact on most material assets across the geographies where we operate. The bottom-up
assessment included material implications that impacted key operational aspects, including EHS, infrastructure, workforce, production,
raw materials and products. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification phase. Climate-related physical risks may be expected to occur under all
scenarios but are more likely to be material under the high carbon scenario - IPCC SSP5-8.5. Our efforts also included integrated evaluations
of direct and indirect carbon costs along ICL’s value chain, opportunities to mitigate emissions through technology, and alignment
with our targets for greenhouse gas emissions reductions.
1.
Physical risk analysis
1.1
Physical risk analysis on ICL’s own operations
Physical
risk analysis on ICL’s operations is conducted in a two-phased process: an exposure analysis, that allows identification of sites
that are in highly exposed locations and a vulnerability analysis, that allows translation of the exposure to climate hazards into business
impacts through the quantification of risk impacts (CAPEX losses, business interruptions).
Table
1 identifies the levels of exposure to potential physical risks that may affect the regions in which we operate, including heat stress,
flood (pluvial, fluvial, tidal), water stress, storms and convective events (such as tornadoes), wildfires and tropical cyclones in the
short to mid (2030) and long (2050) terms. Climate scenarios are not intended to represent a full description of the future, but rather
to highlight central elements of a possible future and may differ over time. Any variation compared to the prior year assessment is due
to updates of financial figures at asset level as well as refinement towards a standardized approach to risk likelihood ratings across
all regions. These changes ensure a more consistent and comparable evaluation of risk, while maintaining alignment with our overall risk
appetite.
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Table
1: Physical risks by region under all considered scenarios over the short – mid (2030) and long-term (2050) time frames.
The
risk level at a certain time horizon is defined using risk likelihood and magnitude. In 2024, we enhanced our likelihood rating methodology
by harmonizing the likelihood rating across our geographies and increasing comparability of the risk assessment. This induced a variance
in our final risk ratings but insured a more comparable risk assessment across our geographies, while minor changes in impacts were observed
(only related to our sites’ financial values) climate indicators were used for the analysis and were classified on a scale from
1 to 5 and embedded in our ERM processes. In 2025, ICL’s risk appetite, which has been approved by ICL’s Board of Directors,
was updated according to the maturity of our risk process and alignment with insurance coverage of material risks. Therefore, several
risks in specific physical climate events and geographies have been updated and increased (RCP 2.6, 2050 – heat stress in Israel
increased to a high score and flooding events in South America in all scenarios and timeframes, increased to a medium score.) The change
is not due to increased risk environment but to the more conservative approach in ERM management.
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Likelihood
table for physical risks assessment (average likelihood across a geography):
Impact:
The
magnitude of the risk is represented by a score between 1 and 5 aligned with ICL’s risk appetite. In 2025, ICL’s risk appetite,
which has been approved by ICL’s Board of Directors, was updated according to the maturity of our risk process and alignment with
insurance coverage of material risks. As a result of the risk appetite update all ERM risks, including climate, were updated accordingly.
Nonetheless, ICL is still using climate model vulnerability output that accounts for both local climate specificities based on the Köppen
Geiger climate classification, and the potential resulting damage caused to the site (destruction of site, equipment, stocks, business
interruption). Exposure to climate risk identifies assets located in hazard-prone areas, but does not include resilience measures, such
as desalination for water security or flood-resistant infrastructure. These factors are instead accounted for in the vulnerability assessment
and the quantification of residual risk, which consider adaptive capacity, preparedness, and mitigation efforts to provide a more complete
understanding of overall risk, calculated in accordance with risk evaluation best practice.
The
following is an impact table for physical risk assessment (The measure represents the most likely impact that would occur if the stated
risk materialized):
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Considerations
and outcomes of Physical Risk Assessment
Heat
Stress risk
Heat
stress risk is measured by counting the days each year that surpass specific heat thresholds under future climate scenarios, accounting
not only for temperature levels but also humidity patterns and wind speeds. The financial impacts of heat stress are based on additional
impacts compared to the historical period, i.e. the changes of heat stress compared to the historical impacts on productivity that are
considered integral to current revenue. Residual risk accounts for resilience factors and measures in place such as investments in cooling
machinery, specific equipment (e.g. cooling vests), water cooling and extreme heat management work protocols. The financial impact of
heat increases due to the progressive increase in the number of days that heat stress and temperature rise, in most regions, between 2030
and 2050 across the majority of the warming scenarios considered. ICL closely monitors changes and developments in the risk environment
over time to ensure its employees’ safety, process efficiency and continuity in the regions most exposed to heat.
Flood
risk
The
risk related to flooding is calculated as the maximum impact of Pluvial, Fluvial and Tidal flooding events within a 100-year return period.
Financial impact from flooding is assessed in terms of direct impact on potential damage to assets, stock and machinery losses due to
major flooding, as well as indirect impact on business interruptions (rehabilitation, cleaning and reconstruction). Flooding models account
for defenses and topographic specificities, as well as ICL’s adaptation measures. These measures include flood preparation measures
at the Sodom site, creating multiple defense layers to divert floodwaters and protect core facilities from a 500-year flood event, ensuring
protection against any recurring or more frequent events. This includes constructing dams, elevating roads and dykes, installing emergency
gates, and implementing warning systems to monitor and forecast weather changes. These defenses, completed in previous years, have significantly
reduced the potential magnitude of damage to production sites and raw material supplies during severe weather events. Additionally, ICL
has secured annual insurance coverage to protect against natural disasters, including floods, further enhancing its financial resilience.
Water
Stress
At
ICL, we recognize the critical importance of understanding and managing water stress to ensure the sustainability of our operations and
the communities we serve. To comprehensively assess our exposure and vulnerability to water stress across our global sites, we have adopted
Water Risk Atlas global indicators that assess water stress as a ratio of total water withdrawals to available renewable water resources
(without incorporating risk adaptation measures). This year we further focused on operational sites that use freshwater derived from groundwater,
and we adjusted our likelihood assessment method by defining climate indicators based on the harmonizing likelihood consistent across
geographies. For these sites, we analyze both the potential impact of water stress conditions on a business interruption and water caps,
and the impact on an increasing water stress level on water costs. Notable increases in water costs were observed in recent years, driven
by factors such as infrastructure investments including desalination projects, regulatory changes, and the need to address environmental
challenges. Furthermore, costs may increase as a local country incentivizes the use of water resources efficiently and limits consumption
to reduce vulnerability and dependence on groundwater resources.
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We
handle water risk model outputs with care, focusing on observed impacts at our sites through annual risk validation. While global water
risk analysis tools offer a useful framework for broad assessments, they can have limitations, as their data, at a catchment or sub-basin
level, may overlook localized water stress at specific industrial sites. Additionally, the indicators reflect both water supply changes
from climate factors and shifting demand under varying socioeconomic and environmental scenarios. For example, water stress is a particular
focus of ICL’s Israel operations. It is also mitigated by the Israeli government by developing non-conventional water sources such
as treated wastewater and desalination. As a result, our risk assessment in Israel decreased to low and medium for the corresponding time
horizons.
Wildfire
risk
The
risk related to wildfire is determined based on the length and the intensity of the Forest Fire Risk Index (FFRI) that relies on measures
of temperature variability, drought parameters and wind speed considerations. Landcover and vegetation surrounding assets are also considered
in the models assessing the vulnerability to fires. The financial impact of fires is assessed in terms of direct impact on asset destruction,
stock and machinery losses due to fire events, as well as indirect impacts on business interruptions (rehabilitation, cleaning and reconstruction).
Tropical
Cyclone risk
The
risk related to Tropical Cyclones relies on one-minute sustained wind speeds for tropical cyclone events with a return period of 40 years.
As such, these events have a low probability of occurrence and are by default high magnitude events. The financial impacts are based on
damage functions that translate the corresponding wind speeds to asset damage and account for the adaptative measures and controls in
place such as annual maintenance of infrastructure (regular checks of roofs and structures), and water drainage systems. In contrast to
temperature-related hazards, in some locations, tropical cyclones may have higher magnitude levels in lower emission scenarios such as
SSP1-26.
Storm
risks
The
risk related to storms is determined by a measure of the atmospheric instability leading to convective events such as thunderstorms and
tornadoes, as well as wind gust speeds to account for more punctual extreme wind events. The financial impact of wind gusts and convective
events is assessed in terms of direct impact on asset destruction, stock and machinery losses due to high wind speeds, as well as indirect
impacts on business interruptions (rehabilitation, cleaning and reconstruction). Considering ICL’s adaptation measures and controls
in place, the residual annualized risk is medium, across all scenarios and time horizons, except for the long run under scenario SSP5-85,
where higher temperature levels drive more exposure to tornado events for North American assets.
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1.2
Physical risks analysis on ICL’s value chain
In
2024, our climate risk analysis was extended to include an assessment of key suppliers’ exposure to physical climate risks under
various climate scenarios. The assessment was conducted using a structured and systematic approach in coherence with the climate models
applied to our own operations, incorporating both qualitative and quantitative analyses. The assessment covered our key suppliers and
critical raw materials. The exposure analysis was conducted to assess the risks posed by climate change across the three climate scenarios
defined in the previous sections: SSP1-26, SSP2-45, SSP5-85. This involved evaluating the current and future exposure of each location
to various climate risks, such as extreme weather events, temperature changes, flooding events, water stress and wildfires across multiple
time horizons (2030, 2040, 2050). As a part of the risk analysis relevant adaptation and mitigation actions were considered to complete
the vulnerability analysis.
The
assessment allowed us to identify our most exposed suppliers’ production sites that require targeted risk mitigation strategies
and further discussions with suppliers. It also provided insights into the future evolution of climate risks and their potential impact
on supply chain resilience as well as the analysis of the inherent financial exposure associated with climate risks. By proactively addressing
these risks, ICL is better positioned to enhance the resilience of its supply chain to climate change and ensure the continuity of its
operations in the face of evolving climate challenges.
2
Risks and opportunities in a transitioning economy
As
the global economy shifts towards a more sustainable and lower-carbon future, ICL is navigating through a landscape of evolving regulatory,
market, and technological changes that create new opportunities and risks related to this transition. These are driven by the evolution
of emission quotas and trading mechanisms, internal and cross-border taxes on carbon emissions and product carbon footprints, climate-related
mitigation and reputational consequences, competition from new low-carbon technologies and emphasis on operational and logistic efficiencies.
For
transition risks, both direct and indirect impacts of carbon pricing mechanisms were addressed in our scenario-specific risk analysis,
covering the entire value chain. For opportunities in a transitioning economy, an analysis of the impact of climate change evolution towards
the increased demand for less emissive fertilizer products was performed. However, the pace of this transition is subject to uncertainties
associated with global legal and political trends, which may impact these risks and opportunities.
Since
2021, we have enhanced our methodology for assessing climate risks. Our initial high-level analysis, aligned with TCFD methodology recommendations,
laid the foundation for more detailed assessments, in later years the analysis was updated to a full coverage of our business segments,
while most material potential risks and opportunities were assessed and quantified through specific climate scenarios and dedicated impact
models. This year we further updated our climate risk assessment, using the latest releases for carbon price projections from the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS), covering potential impacts from 2025 to 2050. The new Israeli
carbon tax was also incorporated into the models, with adjustments made to reflect the updated Israeli carbon prices. Moreover, as part
of our transition opportunities analysis in 2024, we conducted a scenario analysis to explore potential trends in a selection of key agronomic
indicators and their possible influence on the demand of our specialty products, providing an indicative scenario-based opportunity assessment.
These
enhancements provide a more comprehensive and up-to-date understanding of ICL’s transition-related risks and opportunities, enabling
the Company to strategically navigate the evolving landscape and to capitalize on emerging opportunities.
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2.2
Climate Transition risks
Utilizing
plausible scenario modeling, we have identified potentially impactful transition risks and opportunities for the short, medium and long-term
which are presented in Table 2 below.
Table
2*: Examples of climate-related transition risks for ICL.
Transition risks Horizon and potential impact Description ICL’s response
Policy & legal Carbon pricing mechanisms Time horizons: Short, Medium and Long Potential impact: Medium to high, particularly within 2050-time horizon and ambitious transition scenarios Stricter environmental regulations may impose additional compliance costs and operational constraints: Regulatory developments in countries or jurisdictions where we operate, exposure to carbon trading schemes, cross-border tax and adjustment mechanisms, increases in existing carbon pricing, and carbon taxes on energy and other supplies are expected to lead to increased costs for ICL. Since carbon pricing mechanisms are still in development in most areas globally, it is expected that the risk exposure will increase over time. In recent years, we have undertaken proactive measures to reduce our carbon footprint as part of our decarbonization roadmap that includes increasing energy efficiency and transitioning to lower carbon energy sources. We have already achieved a 26.0% (vs 2018 base year) reduction in Scope 1-2. Consequently, we are actively improving our understanding of our GHG emissions' impacts and are actively striving to reduce GHG emissions throughout our value chain enabling us to reduce our exposure to carbon pricing risks. This year we further updated our climate risk assessment, using the latest releases for carbon price projections, on both our direct (Scope 1 & 2) and indirect (Scope 3) emissions, covering potential impacts from 2025 to 2050. The Israeli carbon tax that came into effect in 2025 was also incorporated into the models, with adjustments made to reflect the updated Israeli carbon prices. The analysis outputs will improve our financial preparedness and planning and foster strategic decision-making to mitigate risks linked with carbon pricing transitions.
Reputation Increased stakeholders concern regarding environmental performance Time horizons: Medium Potential impact: Medium to high, in all scenarios ICL operates in a GHG intensive sector, there are interests, concerns and expectations regarding operational and product -related environmental performance from investors, the public, and governmental and non-governmental authorities, that could have an impact on our reputation (preference for our products or investor confidence). ICL’s commitment to ambitious climate targets is aligned with the Paris Agreement. Therefore, in recent years we have undertaken proactive measures to reduce our carbon footprint and actively improved our understanding of our GHG emissions (Scope 1-2-3), coupled with developing low-carbon products and services, raising awareness and creating the proper governance structure to support climate related risks and opportunities, as well as increasing transparency throughout our public disclosure and reports. For more information please see: “ICL Climate Related Risk and Opportunity Disclosures – Introduction”.
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Transition risks Horizon and potential impact Description ICL’s response
Financial Financial Climate Alignment Time horizons: Short to Medium Potential impact: Medium Certain investors and lenders are increasingly prioritizing climate-related risks considerations in their portfolios. Companies that fail to align with low-carbon objectives and with climate-change related adaptation and mitigation efforts may face reduced access to capital or higher financing costs. This pressure is driven by external trends in sustainable investing and internal shifts in financial institutions’ policies, which require greater transparency and climate alignment. Sustainable finance plays an important role in enabling ICL’s transition to a low-carbon and environmentally sustainable economy. Our global finance teams are integrating ESG KPIs and GHG reduction targets into financial reporting and planning, building the data infrastructure to support decision-making and enhancing ESG performance transparency with robust financial metrics, creating resilience for short, medium, and long-term horizons. With this infrastructure in place, ICL is well-positioned to leverage financial opportunities to advance its sustainability agenda, as demonstrated over the past several years. ICL has integrated sustainability targets into its financial operations, securing a €250 million sustainability-linked loan and a $1.55 billion sustainability-linked revolving credit facility, which included targets for a reduction in absolute Scope 1 & 2 GHG emissions and additional sustainability related KPIs. For more information see Strategy – Financial Planning.
Technology Requirements for clean energy Time horizons: Short to Medium Potential impact: Low in all scenarios We acknowledge that our sector relies heavily on energy, and as global demand shifts towards greener sources of energy, there is a heightened need to invest in renewable energy procurement. Both external policies and internal targets drive this imperative. However, transitioning to alternative energy sources may result in increased operational costs. ICL recognizes the necessity of sustainable energy practices. By entering long term renewable Power Purchase Agreements (PPAs) and utilizing energy attributes certificates (EACs), we will reduce our Scope 2 emissions, mitigate energy transition risks and strengthen our portfolio to increase operational resilience. For more information please see: “Sustainable Procurement”.
Technology The ability to Implement direct operational reduction measures Time horizons: Medium to Long Potential impact: High in all scenarios Increasing global pressures to reduce GHG emissions highlights the necessity for companies to upgrade their infrastructure, ensuring adherence to environmental standards and energy efficiency goals. This could result in increased costs to upgrade and improve our infrastructure, including due to energy efficiencies and optimization of production processes, to reduce our direct Scope 1 emissions. ICL has already initiated a process of addressing this risk by deploying a multi-disciplinary team of experts internally which focuses on identifying initiatives to reduce Scope 1 emissions through, among others, energy efficiency measures at various ICL sites. In addition, following our commitment to establish science -based emission reduction targets, we are exploring the possibility of green electricity production and storage at our primary locations, aligning with our long-term sustainability goals. For further information, please see "Operations".
Markets Reduced demand due to chronic changes in weather patterns Time horizons: Medium to Long Potential impact: Medium An increase in the temperature and volatile precipitation, chronic changes in regional climates which can result in shifts in the average growing season, growing conditions and crop mix, may result in reduced demand for commodity fertilizers. ICL is actively monitoring market trends and weather-related agricultural growing conditions in response to climate change, while also employing scenario-based models to assess longer terms potential impacts. We believe our diverse products and services portfolio, which supports precision agriculture and other products that contribute to plant resilience, will better support farmers in a changing environment.
*
For more information with regard to ICL’s climate-related risk factors please see Item 3-D Risk factors - climate change and natural
disasters, impacts of climate-related transition risks, including current and future laws and regulations.
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The
impacts and materiality of transition risks for ICL are highly dependent on the scenarios used in the analysis. In higher transition scenarios,
such as the Net Zero pathways, the expected transition risks are significantly higher. This is due to the supposed rapid pace of regulatory
changes and shifting consumption habits aimed at achieving stringent decarbonization targets. Conversely, in more delayed transition scenarios,
the time horizons and resulting risk impacts are reduced compared to higher transition pathways. This variability underscores the importance
of scenario analysis in understanding the potential range of transition risks and their implications.
ICL
operates in multiple geographic locations that have, or are in the process of implementing, Emission Trading Schemes (ETS) or carbon taxes,
as well as applicable Carbon Boarder Adjustment Mechanisms (CBAM) which may impact direct and indirect carbon costs. In Israel, a new
carbon tax on fossil fuels, including natural gas, has been declared and came into effect during 2025. It will be implemented gradually
until 2030 and is expected to lead to an increase in fuel prices. The tax mechanism includes a rebate on fuel consumption utilized for
heat production and other industrial processes that require heat, but fuel used for electricity production is not eligible. As part of
our analysis, exposure and vulnerability to transition risks for direct (Scope 1 and 2) and indirect (Scope 3) emissions were examined.
For the exposure analysis, carbon prices across 6 scenarios (IEA: STEPS, CPS, Net Zero and NGFS: Below 2˚C, NDCs, Net Zero) were
considered while vulnerability was determined based on projected emissions (per scope) and either coverage rate at site (Scope 1 and 2)
or pass-through rate by emission category (Scope 3). For our externally assured GHG emissions, see Metrics and Targets section below.
Impacts
on direct emissions for ICL are based on defined trajectories at the site level with carbon prices varying from one scenario to another.
The output indicates that carbon price impacts on direct emissions will likely increase under all scenarios in the specified time frames,
as well as evolve over time, as the coverage rates increase for other sites/regions.
In
the current scope of indirect emissions, we included relevant emissions categories where the impact is passed through to product suppliers
and service providers. Purchased goods and services, end-of-life treatment of sold products and upstream transportation and distribution
account for more than two thirds of emissions. In our analysis we also divided the indirect emissions in the relevant categories to differentiate
coverage rates by scenario and time horizon. This assessment excluded the categories where impacts are passed on via mechanisms other
than carbon prices (e.g. reduced demand). As seen with direct emissions, indirect emission impacts on carbon prices vary from one scenario
to another. The output indicates that carbon price impacts on indirect emissions will likely increase under all scenarios in the specified
timeframes, as well as evolve over time, as the indirect emission trajectories mature, and service providers and suppliers are exposed
to more direct carbon pricing impacts.
We
acknowledge that the application of a scenario analysis to climate related risk is a relatively new and rapidly evolving subject. As part
of our voluntary climate related risk and opportunity disclosures program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, legal and regulatory trends, emission pathways and wider stakeholder expectations. The outputs from our
further scenario analysis activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning
processes. It will also be used as an engagement tool to strengthen our understanding of climate-related risks. Emerging or shifting regulatory
developments, including in the US and other key jurisdictions, may not be fully reflected in the current scenarios and could lead to outcomes
that differ from those modeled. As this topic remains under continuous refinement, we recognize the inherent uncertainties in such analyses
and will continue to adapt our approach by integrating the latest scientific research and market insights, ensuring alignment with emerging
climate-related trends and evolving stakeholder expectations. The accuracy of the analysis depends on developments beyond our control,
including the development and commercial adoption of technologies, market trends and supportive governmental policies, and there can be
no assurance that these risks will materialize, or these opportunities will be realized.
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2.3
Transition opportunities
At
ICL, we acknowledge that a transitioning global economy not only presents risks to monitor and mitigate but also possibilities to exploit
climate related opportunities. The identification of these opportunities aims to adapt our business to be in line with a changing world.
This proactive approach not only aligns with global environmental goals but also enhances the Company's competitiveness in emerging markets
driven by climate change. The opportunities we face vary depending on the specific transition scenario assessed. The importance and materiality
of these opportunities are highlighted in the table below.
Table
3 – Examples of transition opportunities for ICL:
Transition opportunities Horizon and potential impact Description ICL’s response
Markets Increased market demand for sustainable solutions Time horizon: Medium to Long Potential impact: Medium to High in all scenarios due to changing climate and evolving regulations We anticipate several market opportunities arising from sustainable novel solutions and shifts in the markets driven by climate change and supported by increased demand for energy and food security, which could lead to increased revenue. ICL’s solutions will also broaden its outlook on new low carbon markets as well as ones that support climate adaptation and mitigation, enhancing our potential for growth and market penetration. As a global specialty minerals company, we are actively exploring new market opportunities for sustainable solutions. Our downstream scenario analysis identified growth potential in several major global markets for specialty and low-carbon fertilizers, including products that answer climate adaptation and mitigation needs, which is driven by the impact of climate change scenarios on agricultural yields. Projections for 2030 and 2050 indicated increasing demand due to climate change-induced shifts in agricultural needs and a need for a resilient food supply chain, with longer shelf-life and reduced product loss and food waste. This analysis was enhanced by incorporating the assessment of climate scenarios' impact on the transition from conventional fertilizers to specialty products. More-over, we can support the demand for electricity storage solutions by providing raw materials to battery materials market.
Products & Services Improved product offerings Time horizon: Medium Potential impact: High We anticipate an increase in consumer demand for products and services that support climate-change mitigation and adaptation, including specialty fertilizers, resilient food supply chain and energy storage solutions, which is expected to propel revenue growth. Our products and services cater to the emerging needs of climate-change mitigation and adaptation. ICL’s products support a resilient food supply chain, from the field to the final consumer. Our product portfolio features among others, highly effective specialty fertilizers that facilitate optimal nutrient release, enabling growers worldwide to reduce their fertilizer usage while simultaneously achieving higher quality crops and yields with lower environmental impacts. ICL’s CRFs and bio-stimulants support plant nutrition and minimize N2O emission in the use phase, reducing GHG emissions and supporting climate change mitigation. ICL's expansion in the AgroTech sector is also expected to improve farming techniques and increase yields with lower environmental impact. ICL is involved in other parts of the food chain as well, its products contribute to extended shelf-life, reduce fruit spoilage, and thus enable reduced food waste. Furthermore, climate-change mitigation requires a transition to alternative energy sources. ICL will continue to develop its existing activities related to the supply of raw materials to the battery materials market. It remains a provider of raw materials to LFP battery customers. In addition, ICL offers a low carbon product footprint portfolio, for its industrial, agricultural and food products. For further information about our sustainable solutions, see "Strategy – Products and Services" above.
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Transition opportunities Horizon and potential impact Description ICL’s response
Resource Efficiency & Energy Source Transition to Sustainable Energy Practices Time horizon: Medium to Long Potential impact: Medium to High Maximizing resource efficiency and transitioning to alternative energy sources present an opportunity for ICL. ICL has dedicated teams and forums that focus on opportunities in energy efficiency. By prioritizing these initiatives, we anticipate a reduction in operational costs and our environmental footprint as renewable energy is projected to be more cost -effective (in part due to lower carbon taxes) compared to fossil fuels. Our strategy involves expanding our renewable and low carbon energy mix and facilitating a shift towards heightened electrification across our operations. Furthermore, we continue our efforts to digitize and analyze site level Energy & GHG data which allows us to improve data quality and management. This supports our journey to become more resource efficient and to reduce our footprint. Looking ahead, we are exploring the possibility of green electricity production and storage at our primary locations, aligning with our long-term sustainability goals. For further information about our sustainable solutions, see "Strategy – Operations" above.
Resilience Future resilience Time horizon: Medium to Long Potential impact: Medium We believe that the resilience of our Company can be increased by implementing initiatives aimed at improving our efficiency, designing innovative production processes, developing new products and engaging in strategic procurement practices. These efforts will ensure that we maintain our competitive advantage and continue our preparations for a low-carbon future. Our strategic approach to advance sustainable practices significantly contributes to our resilience. Our research, development and innovation efforts focus on solutions that aim to align with the UN SDGs. For more information about our sustainable solutions, see Strategy – Investment in R&D. This, in turn, provides us with a long-term vision to pursue major market opportunities, including innovative climate-resilient solutions that enhance business resilience. For more information about our sustainable solutions, see Strategy – Products and Services. In addition, continued innovative practices and improvements in production efficiency increase the resilience of our operations. For more information about our operations, see Strategy – Operations. Integrated into our strategy is the focus of our value chain, with both supply chain and sustainable procurement being in scope. For more information about our supply chain and sustainable procurement, see Strategy – Supply Chain and Strategy – Sustainable Procurement. Additionally, enhanced access to green financing resulting from a reduced Company-wide carbon footprint and clear sustainability strategy unlocks additional resources that further bolster our resilience. For more information, see Strategy –Finance Planning.
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As
part of our transition opportunities analysis, we conducted a scenario analysis to explore the potential evolution of a selection of key
agronomic indicators, including agricultural and hydrological drought indexes, growing high degree days, and precipitation patterns across
various climate scenarios. Using heatmaps, we identified regions where climate-driven shifts in agronomic conditions may influence input
needs. Given that some of our specialty products—such as advanced fertilizers and bio stimulants—may help mitigate climate-related
risks by increasing crop resilience. This analysis enabled us to conceptually map specific products to the climate change challenge they
may address. By linking specialty solutions to emerging climate challenges, we explored the potential impact of climate scenarios on the
potential adoption of these solutions, and how likely such adoption can accelerate in response to changing conditions. These insights
strengthen our ability to provide support with tailored solutions, ensuring better resilience during evolving climate conditions. We plan
on conducting a similar analysis at least every three years.
For
example, the use of controlled-release fertilizers (CRF) and slow-release fertilizers (SRF) have been identified as an effective strategy
to reduce nitrogen losses and related emissions in agricultural systems. By gradually releasing nitrogen over an extended period, CRFs
align nitrogen availability with plant uptake, offering a more predictable nitrogen release, reducing the risk of excessive nitrogen release
and significantly improving fertilizer use efficiency. Unlike conventional fertilizers, which often release nitrogen quickly and in amounts
that exceed plant needs, CRFs minimize nitrogen loss to the environment, including leaching and volatilization processes that contribute
to nitrous oxide emissions. Using CRFs in the field contributes to both climate adaptation and mitigation.
We
acknowledge that the application of a scenario analysis to climate-related risks is a relatively new and rapidly evolving subject. As
part of our voluntary climate related risk and opportunity disclosure program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, emission pathways and wider stakeholder expectations. The outputs from our further scenario analysis
activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning processes. It will also
be used as an engagement tool to strengthen our understanding of climate related risks and opportunities. In particular, for opportunity
analysis, scenario-based assessments are a developing practice intended to explore possible futures rather than predict market developments.
Emerging or shifting regulatory developments, including in the US and other key jurisdictions, may not be fully reflected in the current
scenarios and could lead to outcomes that differ from those modeled. As this topic remains under continuous refinement, we recognize the
inherent uncertainties in such analyses and will continue to adapt our approach by integrating the latest scientific research and market
insights, ensuring alignment with emerging climate-related trends and evolving stakeholder expectations.
Risk
Management
At
ICL, Enterprise Risk Management (ERM) is ingrained in our corporate DNA and is an essential framework to anticipate and navigate uncertainty,
risk and opportunity. Acknowledging risk's inherent nature in all activities, we prioritize robust risk management as a fundamental element
of good corporate governance. A successful risk management mechanism helps us meet our goals, enhances our decision-making processes,
ensures our robust compliance with regulation and internal policies and provides assurance regarding control effectiveness.
In
2025, ICL launched a new, uniformed enterprise risk management platform to better support risk identification, assessment, monitoring
and reporting. This new platform enhances and enables ICL various risk topics to be consolidated in a uniformed, affective and transparent
platform “ICRISK”.
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We
recognize the impact of climate change throughout our main processes, and we are aligning our responses and actions to meet the accelerating
pace of climate change. As part of this understanding, we have timely embedded climate-risk assessment into our global ERM procedures.
Identifying
and assessing climate-related risks
We
have implemented a process designed to identify risks, areas of impact, their causes and potential consequences, including climate-related
risks. The aim is to generate a comprehensive list of risks (a risk register) based on those potential events that might prevent, degrade,
or delay the achievement of our Company’s objectives. The risk identification process includes an examination of events which, if
they materialize, may compromise the achievement of the Company's objectives.
Identifying
climate-related risks was accomplished by conducting interviews with key personnel, as well as evaluating climate benchmarks and external
information on material risks to the industry. This also included implementation of financial stress-test models on multiple climate scenarios
to evaluate potential financial impacts. All risks are categorized under a global unified ICL Risk Universe and are evaluated under a
unified metrics scale. The risk description includes capturing possible sources of risk, areas of impact and potential consequences (in
accordance with risk taxonomy). The risks are identified at several levels (corporate, business segments and operational sites) of the
organization. Risk assessment involves applying a rating to a risk, taking into consideration the combination of impact (consequences
of the risk materializing) and its likelihood, considering the effectiveness of existing controls.
New
risks can arise as a result of change within the organization or the occurrence of external factors. All employees and managers are responsible
for contributing to identifying new and emerging risks as soon as practicable, while reporting and escalation is accomplished according
to an ERM framework. In addition, we execute an enterprise risk assessment to identify new corporate level and business segment level
risks at least every few years and update on yearly basis the Risk Appetite, Risk Register and Risk Universe accordingly.
Managing
climate-related risks
One
of the purposes of the ERM process is to prioritize and determine our response to mitigate a risk to an acceptable level. This includes
identifying, mapping, recording and monitoring treatment actions. Risk treatment actions can have two objectives: reduce the impact (i.e.
mitigate the impact of the event); or reduce the likelihood (i.e. prevent the event from occurring).
Risk
Treatment (mitigation) actions can have two objectives: reduce the impact or reduce the likelihood. Possible risk treatment strategies
include avoid (avoid the risk), adopt the Company’s activities to risk environment, mitigate, accept and transfer. Risk mitigation
plans are developed for Tier 1 risks, and under specific circumstances, mitigation plans are also developed for Tier 2 risks.
Tier
1 Risks (High-Level Risks): The designated risk owners are required to develop a treatment plan aimed at mitigating the impact or likelihood
of the risk. During the development of treatment plans for top risks, we take into consideration factors such as feasibility, cost effectiveness,
required resources, and the timeline for completion. We ensure that any proposed treatment aligns with legal and governance requirements.
The execution of plans is monitored for timeliness via the “ICRISK” Platform. We regularly re assess risk evaluations as an
integral part of our monitoring routines, established in our Global Risk Policy. Tier 2 and Tier 3 Risks (Medium to Low-Level Risks):
We established periodic processes to ensure that we capture significant changes in risk exposure, needing further examination. Monitoring
and reviewing risks and treatment plans ensures that risks are managed efficiently and effectively. Therefore, these are monitored on
a regular basis in accordance with ICL's ERM routines. For example, Tier 1 risks and mitigation plans are monitored by the executive management
on a semi-annual basis.
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An
effectively functioning oversight structure ensures that risk owners are designated on a timely basis, communication plans are coherent
and well-executed, adequate resources are allocated to risk management, and staffing, and training practices are effective. It ensures
that managers at all levels are active participants in the risk management process. We update our Enterprise Risk Management Framework
& Policy annually. The updated policy is approved by the Risk-Management (RM) Committee and the Board’s Audit Committee. Changes
in the policy are reviewed as part of an annual review process. As part of that review, the effectiveness and quality of policy implementation
are examined and summarized, including challenges and improvements required.
Metrics
and Targets
Metrics
The
GHG emissions reported below include all direct (“Scope 1”) and indirect energy-related (“Scope 2”) emissions
of primary known greenhouse gases, including: CO₂, CH₄,
N₂O and HFCs/HCFCs and SF₆.
During the current reporting year, there was no consumption or emissions of PFCs or NF₃.
Direct emissions include emissions from stationary and mobile fuel combustion, refrigerants, non-energy related process emissions and
emissions from onsite wastewater treatment facilities. Indirect energy related emissions include the calculated emissions resulting from
consumption of procured electricity, steam, heating and cooling.
The
table below presents our greenhouse gas emissions for the years 2023-2025 and 2018 (the baseline year). We have followed the World Business
Council for Sustainable Development (WBCSD)/World Resource Institute's (WRI): "GHG Protocol Corporate Accounting and Reporting Standard"
(2004, as updated January 2015); and “GHG Protocol Scope 2 Guidance” (2015), utilizing the operational control approach to
set organizational boundaries, in addition to ISO 14064 standard methodologies. An independent assurance process was performed, which
included Limited Assurance of ICL’s 2025 Total Scope 1 and Total Scope 2 (marked-based and location-based) GHG emissions, in accordance
with the International Standard on Assurance Engagements ISAE 3000 (Revised) ‘Assurance Engagements other than Audits or Reviews
of Historical Financial Information’.
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Scope
1 & 2 GHG emissions
Year 2025 (2)(3) Year 2024 (3) Year 2023 Year 2018 (1) 2025 VS 2018
Scope 1 Tonnes CO2e (thousands) 2,088 2,131 2,102 2,220 (5.9%)
Scope 2 Market-based Tonnes CO2e (thousands) 89 65 186 720 (87.7%)
Total scope 1+2 GHG emission Tonnes CO2e (thousands) 2,177 2,196 2,288 2,940 (26.0%)
(1) 2018 is the baseline year for ICL’s legacy decarbonization roadmap.
(2) On a “same site basis” includes only facilities operated by ICL in 2018, 2025 Scope 1 and Scope 2 (market-based) emissions were 2,074 and 88 thousand tonnes CO2e, respectively.
(3) Independent assurance process was performed in accordance with the International Standard on Assurance Engagements ISAE 3000 (Revised).
The
26.0% reduction in emissions was achieved over the period of 2018 to 2025 through multiple actions, including commissioning our Sodom
CHP (Combined Heat and Power) plant, implementing energy efficiency measures and utilizing waste heat in several facilities globally,
decommissioning fossil fuel-based facilities, such as the PAMA oil shale power plant in Israel, and procuring renewable energy in Brazil,
China, Europe, Israel and the US (including long-term power purchase agreements with renewable energy suppliers). Sodom CHP supplies most
of the electricity and steam consumed by ICL’s sites in Israel, with significantly lower carbon footprints. The electricity generated
is not only far more carbon efficient than electricity supplied by the Israeli grid, but also more efficient than the previous oil-fired
power plant and steam boilers it replaced for the production of steam as well as electricity.
Scope
3
ICL
completed the process of measuring its Scope 3 emissions for the year 2024 in accordance with current best practices while implementing
state-of-the-art data management systems. The process was followed by an external assurance process, thus providing ICL with robust data
infrastructure for further needs.
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ICL's
Scope 3 includes all upstream and downstream value chain emissions for primary known greenhouse gases, including CO2,
CH4, and N2O,
HFCs/HCFCs and SF6 for the year 2024 (1 January 2024 - 31
December 2024). The assessment utilizes an operational control approach to set organizational boundaries and applicable standard methodologies.
An independent limited assurance engagement was performed in relation to material Scope 3 GHG emissions categories in accordance with
ISO 14064-3: 2019 Greenhouse gases – Part 3: Specification with guidance for the verification and validation of greenhouse gas statements.
RD&I
Our
RD&I strategy identifies megatrends for future focus and considers the UN SDGs. Consequently, topics such as zero hunger (SDG 2),
affordable and clean energy (SDG 7), responsible consumption and production (SDG 12), climate action (SDG 13) and SDG 15 (Life on Land)
are key focus areas of our Company. ICL Open Innovation efforts focus on partnering with entrepreneurs, startups, and researchers to develop
solutions in response to climate change. Areas of focus include next generation fertilization, food technology, E-mobility/sustainability,
novel materials, Circular Economy, Industry 4.0 (manufacturing optimization) and digital agriculture.
We
continue to invest in research and development activities to meet many of the challenges posed by climate change. These focus on climate-change
mitigation, climate-change adaptation, sustainable water use, and a transition to a Circular Economy. Examples of the R&D in which
ICL is currently engaged include:
• Development of fertilizers with better nutrient-use efficiency and reduction of emissions.
• Development of biological bio-stimulants that stimulate plant growth and provide resilience to various stress conditions.
• Development of products that improve water use efficiency.
• Investigating opportunities to integrate waste streams into our production processes, fostering a closed-loop Circular Economy and developing future sources for sustainable fertilizer products.
• Including integration of secondary source Phosphate technologies (Circular Economy) for immediate use in our production facilities in Europe and development of future raw material sources for our fertilizer products, including a technology road map for recycling and recovery of phosphorous and nitrogen from secondary sources to transform our products into sustainable fertilizers.
• Continued diversification and development of a product portfolio of meat substitutes: ICL and Plantible Foods have partnered to launch ROVITARIS® Binding Solution, a revolutionary clean label binding solution for plant-based meat and seafood applications that may replace most chemically processed binders.
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• Our Business Development unit has scouted more than 700 Food tech start-ups to identify disruptive technologies for ICL Phosphate Specialties. We continue to seek innovation partners who transform sustainable food systems. The Company continued to diversify and develop its product portfolio for meat substitutes: ICL Food Specialties and DAIZ Engineering partnered to launch ROVITARIS® SprouTx™, a revolutionary textured soy protein developed with proprietary seed germination technology, commercialized in the European market in 2025. This innovative solution effectively addresses key unmet needs in taste, texture, and nutrition for plant-based meat and seafood alternatives.
• Our Agmatix is pioneering the future of sustainable agriculture through advanced data and AI-driven solutions. By transforming agronomic and environmental data into actionable insights, Agmatix enhances crop yields, promotes sustainability, and strengthens crop resilience. Its innovative technology supports global efforts to combat climate change, drive responsible land use, and ensure food security.
• We developed a data-driven impact and evidence assessment tool for all RD&I projects to maximize ICL’s actions on tackling climate change, advancing food security and other contributions to human health and wellbeing. This decision-making tool is integrated into the product development process. This tool has been incorporated into our new product development process.
Targets
In
2020, we established a decarbonization roadmap to achieve net zero GHG emissions (Scope 1&2) by 2050. The near-term legacy milestone
is to reduce Scope 1 and 2 GHG emissions by 30% by 2030, compared to our 2018 emissions baseline. ICL’s 2025 Scope 1 & 2 emissions
were 26.0% lower than its 2018 levels, positioning the Company on track to successfully achieve its 2030 reduction target. ICL supports
the global effort initiated by the Paris Agreement to reduce GHG emissions.
In
February 2023, ICL’s Board approved the submission of a declaration to the SBTi organization, wherein the Company will commit to
setting a near-term, science-based target in accordance with the framework developed by the SBTi organization. The initiative drives ambitious
climate action in the private sector by enabling organizations to set science-based emissions reduction targets. In March 2023, SBTi officially
confirmed ICL’s commitment to develop near-term targets in accordance with its criteria and processes. In 2025, SBTi validated ICL’s
near-term greenhouse gas emissions reduction targets by 2034 (vs. 2022 base year).
ICL
has already implemented several measures included in its decarbonization roadmap, including:
• Commissioning a high efficiency gas-fired combined heat and power (CHP) plant at our Sodom facility to supply ICL’s facilities in Israel, replacing older oil-fired power generation systems.
• Transitioning to the procurement of renewably generated electricity across all ICL sites, beginning with the procurement of renewable electricity for ICL sites in Europe and expanding to sites in the US, Israel, China and Brazil.
• Secured long-term renewable energy power purchase agreements (PPAs) to expand the share of renewables in ICL’s energy in Israel.
• Decommissioning our oil shale-based power generation at Rotem (Israel), in favor of a more efficient gas-fired power plant with significantly lower GHG emissions.
• Recovering heat from various chemical reactions to produce zero emission power for utilization by ICL sites.
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Other
measures in our Decarbonization Roadmap for future implementation include:
• Improved measurement of GHG emissions, including the increase of accessibility to site -level carbon metrics and analytics for our operational managers and management through digital dashboards for up-to-date reporting of emissions at site and product levels.
• Eliminating or reducing process GHG emissions through changes to chemical processes and production lines.
• Converting our remaining production facilities that utilize high -emitting fossil fuels to energy generated from natural gas, renewable sources and waste heat.
• Increasing energy efficiency by phasing out inefficient production technologies, streamlining our production facilities, increasing the efficiency of our consumption of heat and steam, and recovering heat where possible.
• Reducing the use of electricity for lighting and air conditioning by implementing more efficient technologies.
• Installing solar photovoltaic (solar PV) electricity generation systems in all available and appropriate areas within the operational boundaries of our sites.
• Considering carbon pricing in product development, acquisitions and capital investment decision-making to raise internal awareness, promote better life cycle operating decisions, and better prepare our business for future emissions trading schemes.
• Securing long-term renewable energy power purchase agreements (PPAs) to expand the share of renewables in ICL’s energy mix globally.
• Actively addressing Scope 3 emissions by engaging with suppliers, fostering partnerships for education and emissions reduction, and optimizing logistics operations with alternative fuels, electric vehicles, and energy-efficient shipping.
• Strengthening Circular Economy initiatives by maximizing the use of byproducts and waste heat in production processes to enhance energy efficiency.
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Energy
Our
energy strategy includes continuous emphasis on energy efficiency and process innovation, transition to zero and low emission sources,
and electrification as an enabler for this approach.
Renewable
Energy
As
part of ICL's commitment to increasing the share of renewable energy in its energy mix, a cross-organizational team – comprising
members from the Global Energy and Sustainability units and the Global Procurement Organization (GPO) – is leading the Company’s
efforts to procure electricity from renewable sources and promote onsite renewable energy generation across its operations.
Since
2024, ICL began installing Photo-Voltaic (PV) systems at several sites in Israel, overcoming regulatory and statutory challenges. Furthermore,
feasibility studies for expanding PV installations globally were initiated, based on feasibility studies already conducted in Europe,
Israel and North American.
In
addition, ICL entered into long-term power purchase agreements with two Israeli companies for “green electricity”.
One
of ICL's flagship endeavors, the “Green Sodom Project”, is designed to represent a significant step in transforming ICL Dead
Sea – its largest industrial site in Sodom, Israel – into a hub for renewable energy. This project is a cornerstone of ICL's
broader decarbonization strategy and supports ICL's commitment to achieving Net Zero emissions by 2050.
The
project involves the establishment of solar PV fields, boasting a total capacity of approximately 1,500 MWp, along with advanced energy
storage solutions. The first implementation phase includes the installation of a high-voltage (HV) line, a substation, and a Battery Electric
Storage System (BESS), with the initial supply of green electricity provided by third-party vendors. The Front-End Engineering Design
(FEED) phase commenced in 2024 and is expected to be completed in the first half of 2026.
These
efforts aim to significantly reduce greenhouse gas emissions at our Sodom site, aligning with our climate strategy as we progress toward
a more sustainable future. For more information see our climate risk and opportunity disclosure.
Natural
Gas
Over
the past decade, we implemented a strategic decision to replace heavy fossil fuels (fuel oil, kerosene, diesel and shale oil) that power
our largest production plants in Israel with natural gas (NG). In addition, ICL Rotem has ceased to extract shale oil minerals and has
begun to use a new natural gas-based steam boiler resulting in a reduction of our GHG emissions and other pollutants, such as Nox and
PM. For more information regarding our natural gas agreements, see Note 18 to our Audited Financial Statements and "Item 3 – Key
Information - D. Risk Factors".
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The
European Energy Efficiency Directive (EED)
In
September 2023, the European Commission adopted the recast Energy Efficiency Directive (EU) 2023/1791, which became effective in October
2023. This directive strengthens the EU’s commitment to energy efficiency as a key pillar in combating climate change, supporting
the broader objectives of reducing greenhouse gas emissions by 55% by 2030 and achieving climate neutrality by 2050.
The
directive sets a legally binding target for reducing the EU’s total energy consumption by 11.7% by 2030, based on the 2020 reference
scenario. Each Member State is tasked with determining its indicative national contributions using criteria reflective of its energy profile
and economic circumstances. Where the aggregated contributions fall short of the EU‑wide
target, the Commission will apply an Ambition Gap Mechanism to bridge the deficit.
To
ensure progress, the directive mandates an increase in annual energy savings from 0.8% to 1.3% for the years 2024–2025, 1.5% for
the years 2026–2027, and 1.9% from 2028 onward, averaging 1.49% for the 2024–2030 period.
The
directive also expands energy audit obligations to include SMEs, where significant savings are possible, and mandates energy management
systems for large industrial consumers. Public sector obligations are heightened, including a 1.9% annual reduction in energy consumption
and a 3% renovation requirement for public buildings across all administrative levels. Member States were required to transpose these
provisions into national law by October 2025, and national implementations may tighten audit, energy management and public‑sector
requirements.
In
2024, the EU adopted a recast framework for the internal markets for renewable gas, natural gas and hydrogen, facilitating access for
renewable and low‑carbon gases and establishing rules for emerging hydrogen
networks. Member States have until August 5, 2026, to transpose the directive into national law. We are assessing implications for our
fuel strategy and certification of renewable inputs.
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Air
Quality
Reducing
air emissions is a key goal of our environmental strategy. We are taking actions to reduce air emissions by implementing energy efficiency
and other emission prevention solutions, as well as transitioning to cleaner fuels. Our sites regularly monitor pollutant emissions to
improve operational management practices.
Israel
In
Israel, air emissions from major industrial operations are regulated by the Clean Air Law (hereinafter - the Law), which aims to improve
air quality, preventing and reducing air pollution by implementing both prohibitions and obligations, to protect human health, quality
of life, and the environment. The Law addresses emission sources (including all our production plants in Israel) and is intended to serve
as a platform for implementing regulatory principles similar to those in the European Union (EU), specifically the principles of the IED
(The Industrial Emissions Directive) adopted by the EU.
Our
plants in Israel that are classified as Emission Source Subject to Licensing Requirements have received air emission permits. Any deviations
from the conditions of these permits could result in administrative enforcement measures, or even in criminal liability and shutdowns
in severe or recurrent events. Additionally, certain restrictions on our operations and new requirements from the Ministry of Environmental
Protection (MoEP) may impose significant capital investments on our Company. To comply with the emissions permits granted under the Law,
we have made, and will continue to make, significant investments as necessary. As a result, some of ICL’s air emissions have decreased
considerably.
We
extensively monitor air emissions. In the various plants, continuous online air monitoring is performed in the various stacks, and ambient
air quality is assessed using dedicated monitoring stations.
• DSW successfully completed the installation of the third and final particle reduction unit (WESP). In 2025, DSM also implemented its third major particle emissions reduction unit. additional ICL production sites in Israel are progressing with initiatives to further reduce air emissions.
• In January 2024, a new emission permit was issued to ICL Rotem under the Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. ICL Rotem is implementing several significant emissions reduction projects as required in the permit, according to a multi-year plan. The Company is in active discussions with Israel’s Ministry of Environmental Protection (MoEP) to assure adherence to all conditions outlined in the permit, including those specified in an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges for a limited number of projects.
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Europe
In
Europe, emissions are regulated under the EU Industrial Emissions Directive (IED), as well as regional and local regulations. Preventive
measures are applied, and these regulations are translated into national legislation. Emission limit values for relevant substances are
included as part of the authority’s approval. Compliance is further ensured through inspections by authorities, independent technical
supervisory associations, and self-monitoring.
The
revised IED entered into force in 2024. It expands the scope of activities covered, strengthens enforcement (including more effective
penalties), and requires the introduction of electronic permitting by 2035. The updated BAT/BREF process and the creation of an Innovation
Centre for Industrial Transformation and Emissions are expected to drive tighter permit conditions over time, including for energy efficiency,
waste‑gas management and certain priority pollutants. Forthcoming European
standards supporting the revised IED will enhance requirements for measuring pollutants such as diffuse ammonia and PFAS.
Ambient
air quality rules have also been tightened with new limit values to be met by 2030 and enhanced monitoring requirements, including the
introduction of ultrafine particle monitoring. Member State transposition and implementation may influence local permitting and inspection
regimes, including more stringent ambient‑based constraints.
Climate‑related
regulatory changes with financial implications include the ongoing implementation of the revised EU ETS—such as the phase‑in
of maritime transport and adjustments to free allocation for aviation—and the Carbon Border Adjustment Mechanism, which is in a
transitional reporting phase through the end of 2025, with certificate surrender obligations from 1 January 2026. These measures may affect
compliance costs, procurement and supply chain planning.
Americas
Air
emissions in the Americas are managed by operating permits issued by the relevant environmental authorities at each site. In the US, air
permits are typically granted by state environmental protection agencies, operating under state-specific programs authorized by the federal
Clean Air Act. In Brazil, air emissions are regulated under each site’s operation license, issued by the relevant state environmental
agency. A new air pollution regulation is expected to come into force in the near future, and our Brazilian sites are actively preparing
to comply with the upcoming requirements.
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Water
We
regard potable water as a high value natural resource and water conservation is an inherent part of our business culture. We expect potable
water to become scarcer across the globe. As water scarcity becomes a pressing global issue due to climate change and other factors, we
are facing greater and stricter regulation of water consumption and wastewater quality as well as an increase in water related costs.
We also anticipate that we will need to invest in additional resources to enhance our water efficiency and wastewater quality at some
of our plants.
Nevertheless,
many of our major production sites are located in Israel which has achieved water supply security due to large investments. Though located
in a water stressed region, Israel manages its water resources efficiently. Due to institutional and regulatory reforms and significant
development of non-conventional water sources, such as treated wastewater and desalination, water production capacity in Israel exceeds
demand. Accordingly, over the last two decades desalination plants and Reverse Osmosis (RO) plants have become major contributors to the
country’s potable water resources, thereby reducing potable water scarcity and water stress risks in the country. Industrial facilities,
such as our facilities in Sodom, are allowed to use non-potable water where possible.
Our
production facilities globally have undertaken various water conservation projects, including use of brackish water and recycling of treated
wastewater. We track water consumption at our facilities and promote water efficiency projects, particularly in relation to freshwater
use. We have also experienced increase in extreme weather events, requiring us to take further steps in terms of water efficiency and
wastewater management.
In
2023, ICL’s Board approved the ICL Group Water Management Policy, which outlines the Company's proactive approach to improving water
efficiency, minimizing impacts on water sources, and promoting innovative solutions for water usage and wastewater disposal across its
operating regions. Oversight of water management at the Board-level is assigned to our CSC Committee, which is responsible, among other
matters, for monitoring and guiding ICL’s water-related strategies and initiatives. For more information about water-related risk
management, see Climate Change - Flooding Risks and Water Stress.
Regarding
executive management level oversight, the Potash Division’s president and Head of Global EHS is responsible, among other things,
for ICL’s overall water management.
For
further information about water-related issues in Israel, see Note 18 to our Audited Financial Statements.
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Byproducts,
Waste, Hazardous Waste and Wastewater
We
track and manage our waste streams and take various steps to reduce waste generation and maximize reuse and recycling. We identify and
seek to maximize potential reuse and recycling of relevant waste streams and are proactive in searching for Circular Economy opportunities.
For further information, see the “Circular Economy” section above. During production processes at our facilities, industrial
liquids and solid waste are produced. Storage, transportation, reuse and disposal of waste are generally regulated by governmental authorities
in the countries in which we operate. Some of our sites are certified as zero-waste sites. Waste is either treated internally or by external
certified vendors.
Wastewater
quality and quantities must comply with local regulations and with permits at relevant sites. We strive to implement zero discharge policies
where applicable. Various production sites have adapted their treatment systems to the standards applicable to them. Although we strive
to minimize the risk of wastewater leakages and unexpected release of hazardous materials or solid waste, such incidents may still occur
due to factors beyond our control. Difficulties in reuse or disposal of waste generated in our facilities could lead to production interruptions
or stoppages, as well as significant costs. If we cannot effectively mitigate and reduce the exposure, our operations could be materially
and adversely affected.
For
further information, see “Item 3 - Key Information— D. Risk Factors“.
Israel
Liquid
and solid waste, as well as other emissions, are regulated by multiple regulations. Our plants in Israel implement waste monitoring and
other management measures. Each plant is required to inform the authorities regarding their amount of waste and treatment method for every
waste stream under Israel’s PRTR (Pollutant Release and Transfer Register) regulation. Wastewater regulations, including effluent
limits, are regulated by the MoEP, as well as partially by local authorities. Pursuant to the conditions set by the MoEP in their Toxins
Permits, relevant plants in Israel have conducted historical land contamination surveys which were submitted to the MoEP.
• ICL Dead Sea (DSW) and ICL Dead Sea Magnesium (DSM) – Based on a historical soil survey conducted to map potential soil contamination, the sites have prepared a borehole testing schedule that is planned to be conducted in 2026. Once the test results are received, a mitigation plan will be implemented.
• ICL Dead Sea (DSW) - As part of its operational activities, DSW piles salt, a byproduct of the production process, in the operational salt mound (Mount Salt) in accordance with a plan approved by the Southern District Planning and Building Committee in September 2016, allowing a height of 40 meters. In January 2024, a supplementary plan was approved allowing the mound to be raised by an additional 12 meters, which is expected to be utilized at least until the end of the concession period.
DSW
uses part of the salt as infrastructure material in various applications. In addition, DSW is examining long-term salt storage alternatives
and will submit an environmental impact assessment in the coming months, in line with legal and regulatory requirements, to address salt
disposal needs for approximately 25 years from 2030 (the end of the concession).
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• ICL Rotem – In 2024, the site completed the implementation of a master plan for wastewater treatment, aimed primarily at reducing effluent quantities. The plan also addressed the treatment of additional wastewater streams created by air emission purification processes, as required under the Israeli Clean Air Law. Restoration of acidic ponds is being carried out according to a plan in compliance with the hazardous materials permit, and the process of obtaining an emissions permit for the ponds has begun.
As
part of the treatment of liquid and solid waste, the site stores phosphogypsum waste in ponds and piles. In 2021, a new Urban Building
Plan was approved (the 2021 plan), the main objectives of which are to regulate areas for phosphogypsum storage reservoirs.
Regarding
the phosphogypsum waste ponds, under the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end
of its expected operational life, currently expected in 2027. On December 14, 2025, following an extended regulatory process, the District
Committee for Planning approved the validation of the reuse plan for Pond 4, subject to the fulfillment of certain conditions (the - Plan).
The Plan was published on December 18, 2025, and came into force on January 1, 2026. In parallel, in order to ensure a storage solution
at the end of Pond 4’s operational life in 2030, the Company is advancing a plan to establish Pond 6 in accordance with understandings
reached with certain authorities.
Additionally,
ICL Rotem has initiated the restoration of its phosphogypsum ponds 1 to 4, previously used by ICL Rotem, in accordance with building permits
and an approved engineering remediation plan, based on the ‘Florida Standard’. The restoration of Ponds 1–4 is continuing
in line with a plan approved by the relevant authorities.
Regarding
the phosphogypsum waste piles, regulatory requirements mandate that any future expansion of the storage piles should be positioned on
newly constructed protective infrastructure by the end of 2025. In 2023, the Company submitted its plan for restoration of these large
storage piles, including methodologies tailored to meet the requirements of various regulators. The plan and its associated timelines
were approved by the MoEP. Furthermore, ICL Rotem continues to explore alternative uses for phosphogypsum in collaboration with external
partners. Implementation of the infrastructure installation plan at the Phosphogypsum pile from the phosphoric acid plant is expected
to be completed by the end of 2026. In the interim, temporary infrastructure has been installed to support ongoing operations. At the
Phosphogypsum pile of phosphorus salts, implementation is planned for mid-2027.
• Neot Hovav - Pursuant to the requirements of the MoEP, the Neot Hovav site is required to treat remnant hazardous waste in the coming years. This waste is stored in a designated defined area on the site's premises in coordination with the MoEP. Some of the currently produced waste is also stored in this area. Treatment of the waste is partially conducted through a combustion facility (Bromine Recovery Unit), which recovers hydro-bromine acid. Additional waste quantities are sent to external designated treatment facilities. Once the area is cleared, the Company may be required to conduct a soil survey. For further information, see Note 17 to our Audited Financial Statements.
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• ICL Haifa (F&C) – The phosphoric acid production line from the 1990’s, which has since been shut down, resulted in a byproduct in the form of a phosphogypsum pile, which is currently stored on site. The Company is taking the necessary actions, in coordination with the MoEP, to comply with regulatory requirements in a timely manner, including as stipulated in the Toxins Permit issued to the site.
In
addition, according to the Company's business license, it was required to provide an alternative to the run-off collection-pond. The Company
executed its plan, approved by the MoEP, and aligned with its timeline.
Europe
Liquid
and solid waste, as well as effluents, are regulated under the European IED – Industrial Emission Directive. The Company implements
waste monitoring and other management measures, the results of which we are obligated to inform the authorities. Wastewater regulations,
including effluent limits, are governed by national and, in some cases, local regulations. We are subject to provisions that aim to prevent
pollution and ensure compliance with effluent limit values.
Wastewater
is partly pre-treated and then sent to municipalities or third parties for final treatment, before discharge, or discharged to surface
waters without treatment at appropriate levels. In the event solid waste requires disposal, we ensure it is treated in accordance with
applicable European requirements.
• ICL Iberia - A multi-year program is underway to restore large salt piles, with focus on wastewater drainage and sludge treatment. In April 2021, the Company signed an agreement with the Catalan Water Agency (ACA), for the construction and operation of new collector infrastructure. The new collector is essential to remove brine water, which will be used for both restoration and production. For further information, see Notes 17 and 18 to our Audited Financial Statements.
• ICL Boulby - All wastewater leaving our site in the UK is according to a permit issued by the UK’s Environment Agency. The site's wastewater consists of extracted sea water, mine brines, gathered surface rainwater and water treated at the onsite sewage plant. Multiple parameter limits are imposed on the site by the wastewater permit and wastewater amounts have been reduced considerably since ICL Boulby started to exclusively produce Polysulphate and Polysulphate-based products.
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Americas
Liquid
and solid wastes at our Americas sites are managed in accordance with country and state-specific regulatory requirements. In the US, solid
and hazardous waste is regulated by the Environmental Protection Agency’s (EPA), according to the Resource Conservation and Recovery
Act and analogous US state laws. In Brazil, waste is managed under the site’s operation license issued by the relevant state environmental
agency.
ICL
follows a qualification process for waste vendors who assist us in ensuring that waste is properly profiled, treatment standards are followed,
and disposal processes meet regulatory requirements. Wastewater is managed by site industrial discharge permits from federal, state or
local agencies. Wastewater treatment is mainly focused on chemical treatment through systems that are maintained on a regular basis.
• ICL US Gallipolis Ferry - In January 2023, the site entered into a Consent Order with the West Virginia Department of Environmental Protection (hereinafter - WV DEP) regarding water discharge, allowing for the development and execution of a plan to meet permit requirements. In 2025, further reviews identified inaccuracies in the previously used sampling methodology, which were subsequently addressed with the WV DEP. As a result, the Consent Order was closed and resolved with the WV DEP.
China
According
to the Law of the People's Republic of China regarding the Prevention and Control of Solid Waste Pollution and the National Catalogue
of Hazardous Waste, solid waste is collected, stored and transferred. General industrial solid waste is entrusted for comprehensive utilization
by qualified organizations, and hazardous waste is entrusted for treatment by organizations with a Hazardous Waste Business License issued
by the Department of Ecological Environment of Yunnan Province.
The Company’s operations in China generate certain industrial by‑products and waste materials,
including gypsum and flotation residues, which arise as part of its production processes. These materials are managed and treated through
dedicated facilities, such as gypsum ponds and flotation ponds, which are used for controlled storage, settling, stabilization, and treatment
of residual materials. These facilities are designed to minimize environmental risks, prevent leaching or off‑site migration, and
enable treatment, removal, or reuse in accordance with applicable permits and legal requirements.
In
recent years, environmental regulations in China, at both the national level and the provincial level (including in Yunnan Province),
have become increasingly stringent with respect to the management of industrial waste, particularly phosphogypsum. The regulatory framework
includes requirements to increase utilization and reuse rates of phosphogypsum, as well as enhanced obligations relating to safe handling,
the structural integrity of storage facilities, and the prevention of environmental risks. As part of this regulatory trend, progressively
higher utilization targets for phosphogypsum have been established, together with requirements aimed at reducing risks associated with
long‑term storage.
In
response to these regulatory developments, the Company has implemented various measures to manage such materials, including the advancement
of projects involving its use in mine‑pit rehabilitation, in coordination with local authorities. The Company continues to invest
in management, monitoring, and improvement of its treatment and storage systems in order to comply with evolving regulatory requirements
and mitigate environmental risks.
The
regulatory trajectory in this area indicates a continued tightening of requirements, including increased utilization targets for phosphogypsum
and a gradual reduction in long‑term storage allowances. Accordingly, the Company expects to continue evaluating additional treatment,
utilization, and remediation solutions, while further aligning its operations with the applicable regulatory framework.
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Ecological
Impact
We
manage our mineral extraction sites according to local regulations and rely on concessions granted to us. Our broad and varied operations
cover the entire life cycle of our products, from the initial production of raw materials to manufacture of final product. As population
growth around our production sites increases the potential for impacts on surrounding communities, we have strengthened our approach to
preventing, mitigate and managing adverse effects arising from our operations. In addition to reinforcing safety measures, particularly
for activities involving hazardous materials, we have implemented broader impact reduction actions, including tighter controls on emissions,
noise, odor, and enhanced environmental monitoring. We engage regularly with local communities to identify concerns and provide transparent
information about our operational impact and risks. These measures form part of our ongoing due diligence process to protect community
health and wellbeing, reduce disruptions, and support responsible and sustainable operations in areas where we operate.
We
aim to minimize the ecological impact of both our mining and production activities, beginning at the planning stage through the implementation
of recommendations, and finally by monitoring and minimizing their impact. We continuously implement relevant operational methodologies
and necessary technologies aimed at preventing unexpected ecological impact. In the event of an ecological impact, we strive to mitigate
and remediate the impact, in accordance with best practices and regulatory requirements, including coordination with relevant local authorities.
For further information, see “Item 3 - Key Information— D. Risk Factors".
It
should be noted that our Sodom production facility is located in the Jordan Rift Valley, or Syro-African Depression, a seismically active
area. For further information, see “Item 3 - Key Information— D. Risk Factors ".
• ICL DSW – Due to a negative water balance, water levels in the northern basin of the Dead Sea are decreasing. Over the years, this decline has required ICL to relocate its pumping station northwards to allow continued operations in the Dead Sea region. This relocation also supports the continued operation of tourism infrastructure. The P-9 pumping station and the feeder canal, which cross the Tze’elim stream, were constructed to maintain operational continuity. The Tze’elim stream alluvial fan is one of the largest and most developed among the surviving fans in the area, making its preservation and the protection of the biodiversity in this habitat particularly important. ICL reached an agreement with environmental authorities and organizations, under which seven culverts were constructed above the excavated canal to allow flood waters to flow through the original channel without damaging the feeder canal, while preserving the braided channel fan pattern. The culverts serve as an ecological corridor, providing passageways for animals. The Company periodically reviews field data and makes adjustments based on the findings.
Following
unexpected brine seepage discovered above ground at the edge of the alluvial fan area, the Company installed sealing sheets along approximately
2km of the 15km feeder canal in the fan area, in accordance with instructions from Israel's Nature and Parks Authority. In 2025, the Company
added additional sealing sheets to further prevent brine seepage. During the winter months of December 2025 through January 2026, flash
floods occurred, which are expected to accelerate ecological rehabilitation. As of the reporting date, the Company is in discussions with
the MoEP regarding the implementation of the remaining corrective requirements. For further information, see “Item 4 – Information
on the company — D. Property, Plant and Equipment — Mineral Extraction and Mining Operations- Dead Sea” and Note 18
to our Audited Financial Statements.
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• ICL Iberia - Past activities at ICL Iberia have led to the salinization of certain water wells in the Suria and Sallent sites, resulting in compensation claims from nearby landowners.
• ICL Rotem – In 2020, an application for a class action was filed against the Company according to which, discharge, leakage, and seepage of wastewater from Rotem’s Zin site allegedly resulted in various environmental hazards and damage to the Zin stream. In November 2022, the parties signed a procedural arrangement to resort to a mediation process in an attempt to settle the dispute outside of court. As part of the procedural arrangement, the transfer of approximately 5.5 million NIS from the Company to NPA was approved to fund the NPA’s palm trees rescue operations at Neot Zin and Akrabim for the years 2022-2026. For further information, see Note 18 to our Audited Financial Statements.
In
2018, an application for certification of a claim as a class action was filed against the Company claiming it allegedly caused continuous,
severe and extreme environmental hazards through pollution of the “Judea group – Zafit formation” groundwater aquifer
and the Ein Bokek Spring with industrial wastewater. In October 2023, Israel's Supreme Court ruled on the appeal, dismissing the plaintiffs'
claim regarding property rights, and accordingly, dismissing the application for certification on behalf of the entire public of the State
of Israel, yet accepted the appeal with regards to the statute of limitations claim, and ruled that application for certification is approved
for a limited class consisting of visitors to the Bokek stream. In September 2024, the parties reached a deliberative arrangement by which
the parties will pursue an agreed mechanism for the improvement of the water flow in the reserve. For further information, see Note 18
to our Audited Financial Statements.
Part
of the environmental challenges that our ICL Rotem site faces and deals with include environmental class actions against the Company that
also pertain to environmental damages originating in the period that ICL was owned by the Israeli government prior to its privatization.
• ICL R&D Beer Sheva - A soil survey was performed and identified soil contamination. ICL is addressing the findings in accordance with the survey results and the applicable Ministry of Environmental Protection (MoEP) guidelines.
• Brazil - Following soil and groundwater surveys conducted at our Brazilian sites, we identified certain immaterial historical soil and groundwater contamination. In response, ICL is undertaking remediation measures where required and, in certain cases, continues monitoring activities in close coordination with local governmental environmental authorities and regulators.
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Biodiversity
Biodiversity,
also called biological diversity, is the variety of life found in a place on Earth. A common measure of this variety, called species richness,
is the count of species in an area. We recognize the need to consider environmental factors when using land and managing our operations,
particularly in ecologically sensitive areas, including areas with unique cultural value. We are committed to ongoing consideration of
the impact of our activities on biodiversity in our decision making.
Examples
regarding our management of biodiversity at some of our mining sites include the following:
• ICL DSW - Sodom Saltmarsh Lake. The Ashalim reservoir, located south of ICL’s Dead Sea site, is a unique wetland habitat within an arid environment, rich in biodiversity. Created as a result of ICL Dead Sea’s activities, this habitat is preserved and made accessible to the public through ongoing investment. Historically, the Sodom salt flats area was a resting stop and habitat for migrating birds. However, due to changes in the land use for agriculture, residential, and industrial purposes, most of these salt flats have disappeared. These rare habitats, characterized by high soil salinity and specialized species, have been increasingly replaced by areas like the Sodom Saltmarsh Lake. The lake now functions as an alternative salt flat, maintaining relatively high-water quality in recent years, which ICL continues to monitor. Vegetation has evolved, and the lake now supports a range of wildlife, serving both as a nesting site and a stopover for migratory birds. Infrastructure around the lake has also been improved to provide safe public access.
• ICL Rotem - Over the last 9 years, ICL Rotem has partnered with Ben-Gurion University of the Negev on academic research focused on evaluating the ecological and biodiversity impacts of mine reclamation. The study examines parameters such as soil chemistry, microbiology, vegetation growth and diversity, arthropod populations, and remote sensing analysis of the land. Based on early findings and as part of the rehabilitation process, we are creating micro-topography to diversify the landscape. During 2025, only laboratory soil tests were conducted, and land plots were allocated for continued research. Funding for the limited ongoing research was provided by the Open Spaces Fund.
• ICL Boulby - Adjacent to ICL Boulby’s mining facilities, within its operational area, are undeveloped turfs that support important habitats and species. Most notable are the woodlands at Mines Wood and Ridge Lane Wood near Dalehouse, considered among the most wildlife-rich woodlands in Northeast England and Yorkshire. These areas are home to diverse invertebrates, birds, and mammals. For over a decade, ICL Boulby has collaborated with Industry Nature Conservation Association (INCA) to monitor and manage wildlife in proximity to the mine. Central to this effort is a Site Biodiversity Action Plan (Site BAP), implemented by ICL Boulby within its operational area to conserve key habitats and species, with annual support from INCA. For further information, see “Item 4 – Information on the Company — D. Property, Plant and Equipment — Mineral Extraction and Mining Operations”.
ICL
Group Limited 142
Hazardous
Substances
Some
of the materials used in our facilities around the world (such as raw materials, etc.) are hazardous materials, as are some of the materials
found in our finished products. These materials require government approvals and registrations that demonstrate that they are secured
and maintained, that appropriate safety measures and storage procedures are in place, and that procedures for use and handling exist and
are implemented, as well as maintained, according to requirements. In addition, steps are taken to reduce the likelihood of the release
of hazardous materials by method and route of material transportation, certifying transport providers, and meeting transportation requirements
by using advanced technological features to the trucks and trains that transport these materials, as well as training employees, contractors,
and suppliers to properly handle these materials. We take measures to reduce the likelihood and potential severity of incidents in the
event of exposure to hazardous materials. This includes risk assessment, training, personal protective equipment (PPE), and other relevant
mitigation measures for employees and contractors. We prepare for hazardous materials incidents by training emergency teams and purchasing
appropriate equipment to deal with these types of incidents.
We
are committed to bringing safe products with reduced environmental impact to market and ensuring full compliance with all applicable regulations,
laws, conventions, statutes, and standards related to chemical management. Accordingly, scientific data for all our products is generated
in GLP-certified laboratories in accordance with internationally recognized testing guidelines, including those of the OECD and OPPTS.
These include physic-chemical properties, and toxicological and environmental tests. The generated data ensures safer chemicals for people
and the environment. The data is incorporated into a formal dossier and includes a chemical safety assessment which is submitted to relevant
regulatory authorities for evaluation and approval.
We
are committed to transparently communicating information that reflects the scientific evidence underlying our hazard and risk assessments.
Hazardous products produced or imported by ICL are classified in accordance with GHS/CLP criteria, and information regarding the identified
hazards is communicated to customers and employees. This communication is carried out through comprehensive hazard documentation, including
Safety Data Sheets (SDS), labels, customer letters, declarations, and safety cards for employees. Where required by regulation, exposure
scenarios are also communicated throughout the value chain. Emergency contact details for all regions are included on our SDSs and product
labels.
ICL
Group Limited 143
Safety
and Environmental Stewardship of Chemicals
ICL’s
brand promise is to create impactful solutions for humanity’s sustainability challenges by leveraging its unique resources and technological
ingenuity. As stated above, we are committed to the UN Sustainable Development Goals (SDGs). ICL’s approach to developing new products
and services is reflected in the processes we apply. Over the past few years, our RD&I practices have evolved from supporting business
continuity to implementing a “Sustainability Index” in product development. This index provides a GO/NO-GO decision-making
analysis based on defined environmental criteria and incorporates Green Chemistry principles. The index serves as a quantitative model
for products in development, establishing parameters for sustainable products at the development stage. It combines environmental, health,
and safety criteria with commercial and operational considerations. Potential products are rigorously evaluated using the index, and its
methodology is applied across the R&D units of our Industrial Products, Phosphate Solutions, and Growing Solutions segments, with
segment-specific adaptations for different product types. Based on the rating results, adjustments are incorporated into the development
process to ensure the creation of the most sustainable products for their intended use. Products classified as “NO-GO” are
discontinued during development and are not commercialized.
The
next phase of our evolution includes using the UN SDGs as conceptual guidelines in our RD&I strategy. Our RD&I unit is embedding
impact strategy and criteria. The unit has developed a data-driven impact assessment tool for all RD&I projects to support ICL’s
actions on tackling climate change, advancing food security, promoting sustainable agriculture and contributing to human health, safety
and wellbeing. This strategic component is part of our positive impact product development processes. We also implement Circular Economy
and biomimicry concepts to reduce our environmental impact, as well as take into consideration eco-design principles and Product Carbon
Footprints (PCFs). Through our impact assessment tool, we scope potential and risk, define and optimize the potential for positive impact,
and establish clear and measurable goals which are monitored and reported.
In
addition, we are addressing various Green Chemistry principles, both in the development of new products, as mentioned above, and during
the use phase of our products. One example is our SAFR®-A Systematic Assessment for Flame Retardants. For certain industrial products,
we recommend best practices for the use of many of our products as part of the service we provide to our clients. The SAFR® methodology,
developed by ICL, provides an evaluation of flame retardants in their applications, enabling users to select the most sustainable product
for the intended use. SAFR® incorporates an estimated exposure component based on the level of contact to humans and/or the environment
and measurable potential emissions of flame retardants during their use. The assessment of a given flame retardant with SAFR® leads
to the identification of uses that are either recommended, acceptable, or not recommended/an unacceptable hazard, in which case alternatives
should be identified.
ICL
Group Limited 144
Regulation
and Registration of our Products
As
a global specialty minerals company, we are subject to an abundance of product safety regulations. We ensure that the substances and products
we produce, and sell are managed in full compliance with these regulations throughout their life cycle. Such regulations, among other
requirements, impose limitations on the use of certain substances and products, and mandate that we register and label some of our products.
We continuously monitor rules and regulations and take the necessary operational measures to maintain full compliance. For further information,
see “Item 3 - Key Information— D. Risk Factors".
Participation
in Industry Associations
We
are an active member of several industry associations to safeguard our products. The most prominent associations include the International
Bromine Council (BSEF), which promotes the benefits of bromine and bromine technologies for society and economy, the North American Flame
Retardant Association (NAFRA), which promotes the benefits of flame retardants in the Americas and Canada, and the Phosphorus, Inorganic
and Nitrogen Flame Retardants Association (PINFA), which works in partnership with stakeholders (NGOs, environmental entities, consumer
associations, scientists, regulators, fire safety experts, user industries, etc.) to ensure the safe use of flame retardant products.
These
collaborations and network activities help us to work and relate to new classifications and regulations in the bromine compounds industry.
The trade associations’ group activities, which include ICL, work diligently, to avoid unnecessary classifications with the help
of additional external experts in the field of toxicology and other respective disciplines.
ICL
is also actively engaged through the International Fertilizer Association (IFA) and its relevant committees to promote sustainable practices,
foster innovation, and encourage responsible use of fertilizers. These efforts aim to advance environmental stewardship, enhance agricultural
efficiency, and support the global transition toward more sustainable food production systems. IFA and its members work closely together
to address the industry's most pressing challenges, advocating for the development of sound policies and practices that promote sustainable
agriculture on a global scale. This includes supporting regulatory changes and initiatives that impact fertilizer use, environmental standards,
and agricultural productivity. IFA also collaborates with global organizations, legislators, regulators, and policymakers to ensure that
the industry is aligned with evolving environmental and agricultural regulations. This collaborative approach fosters a unified voice
for the fertilizer industry, helping to shape the future of global food security and environmental sustainability.
Within
the Growing Solutions business unit, ICL maintains active memberships in the industry organizations Fertilizers Europe and EBIC (European
Biostimulant Industry Council). Through these memberships, the Company ensures advocacy and representation within the European Union for
the majority of its products.
ICL
is also a member of the European Chemical Industry Council (CEFIC) and the American Chemistry Council (ACC), participating in various
task forces, such as those focused on biocides, PFAS, and flame retardants (FR), to ensure ongoing compliance with Responsible Care and
sustainability programs.
ICL
Group Limited 145
As
an active member of the International Association for Soaps (hereinafter - A.I.S.E.), Detergents and Maintenance Products, we were closely
involved in the ongoing revision of Detergents Regulation, monitoring developments, and supporting A.I.S.E.'s position against new phosphorus
(P) limits for industrial/institutional and consumer products.
The
European Commission’s Impact Assessment concluded that such limits were unnecessary, citing the sector’s minor contribution
to phosphorus releases into aquatic environments and noting that further P reductions could negatively affect product performance and
sustainability. In 2025, both the Commission and the Council opposed the European Parliament on the phosphorus issue. As a result of their
agreement, no new phosphorus limits will be introduced in the revised Detergents Regulation, as no impact assessment was conducted on
the values proposed by the Parliament.
Two
years after the Regulation enters into force, the European Commission will assess the feasibility of further reducing existing phosphorus
limits for consumer automatic dishwasher detergents and consumer laundry detergents, as well as establishing limits for consumer hard
surface cleaners, consumer hand dishwashing detergents, and industrial and institutional laundry and dishwasher detergents. This assessment
will consider environmental impacts, the availability of suitable low- or no-phosphorus alternatives, and the socio-economic consequences
of substitution. ICL will closely monitor these developments to evaluate their potential impact on the Company.
In
Brazil, ICL is a member of several associations that engage with the government to represent and protect the interests of the fertilizer,
inoculant, biological product, and animal and human food industries. These associations serve as a government interface, providing members
with important updates, such as developments in the Bioinputs law, and advocating on their behalf before regulatory authorities.
• ABISOLOS: Brazilian Association of Plant Nutrition Technology Industries. The association focuses on defending the interests of foliar and specialty fertilizers industries. It recently expanded its scope to also operate with adjuvants and biological inputs.
• ANPII BIO: National association of inoculant producers and importers. It was created to work with the inoculants industry. It recently expanded its scope to the bioinputs segments, including Biocontrol.
• ABIAM: Brazilian Association of Industry and Commerce of Food Ingredients and Additives. The association focused on defending the interests of the additives industry for use in human food.
In
Israel, ICL is an active member of the Manufacturers Association, which serves as a key interface with government authorities. Through
this partnership, ICL contributes to advancing national environmental protection efforts and alignment with leading international standards.
At the same time, the Company rigorously reviews proposed guidelines, legislation, and regulatory developments to ensure their practical
applicability and effective implementation across the industry.
ICL
Group Limited 146
Global
Regulations
Microplastics
EU:
In September 2023, the European Commission adopted measures restricting intentionally added microplastics under EU chemical legislation,
including REACH and Regulation (EU) 2023/2055. These measures are expected to prevent the release of approximately half a million tonnes
of microplastics into the environment. They prohibit the sale of microplastics as such, as well as products containing intentionally added
microplastics that are released during use. Where duly justified, derogations and transition periods are provided to allow affected parties
time to comply with the requirements.
Our
main products subject to these requirements are fertilizers and, to a lesser extent, other products such as flame retardants. ICL is closely
monitoring the evolving requirements to ensure continued compliance. In parallel, the Company has initiated the development of alternatives,
including fertilizers with biodegradable coatings.
On
17 October 2025, the first major deadline passed. From that date, suppliers are required to provide instructions for use and disposal,
and reporting obligations begin for certain applications. Flame retardants fall under the derogation use but will only be subject to reporting
and labeling if they meet the definition of synthetic polymer microparticle. The current products in ICL IP portfolio do not meet this
definition and so are not impacted.
The
first reporting deadline is May 31, 2026, covering 2025 data, and applies to manufacturers and industrial users of SPM used as plastic
manufacturing feedstock (granules, flakes, and powders). The second reporting deadline is May 31, 2027, covering 2026 data, and applies
to other manufacturers, industrial users, and suppliers of exempted or transitional-period products.
US:
ICL closely monitors new microplastics activities in the US to ensure compliance with any upcoming requirements and obligations. Microplastics
regulations in the US are currently limited at the federal level but are rapidly evolving at the state level, with significant legislative
and regulatory activity in states such as California, Illinois, and Michigan in 2025. There are currently no established federal numeric
regulatory criteria for microplastics in the environment or drinking water. The EPA is reviewing a petition to add microplastics to its
Unregulated Contaminant Monitoring Rule (UCMR 6), which would trigger mandatory monitoring in public water systems by 2027 and potentially
lead to regulations in the future. In July 2025, the bipartisan Microplastics Safety Act was introduced, which would require the FDA to
study the human health impacts of microplastics in food and water and report its findings to Congress.
ICL
Group Limited 147
PFAS
Europe
The
PFAS group comprises over 10,000 active substances, making it one of the most complex chemical families currently under regulatory scrutiny.
These substances are widely used across various industries due to their unique properties, such as resistance to heat, water, and oil.
However, their persistence in the environment and potential health impacts have raised significant concerns, prompting increased regulatory
attention globally.
Five
European countries—Denmark, Germany, the Netherlands, Norway, and Sweden—submitted a restriction dossier to the European Chemicals
Agency (ECHA) in January 2023, targeting specific uses of PFAS under REACH. Currently, the dossier is being reviewed by ECHA’s scientific
committees: the Risk Assessment Committee (RAC) and the Socio-Economic Analysis Committee (SEAC). Following final evaluations, it will
be prepared for submission to the European Commission—marking a critical regulatory milestone.
In
an update published on August 27, 2025, ECHA confirmed that RAC and SEAC aim to complete their scientific evaluations by the end of 2026.
Under
the proposed Restriction Option 2 (RO2), bans would be implemented with time-bound transition periods and sector-specific derogations.
A full ban with limited exemptions would take effect approximately 18 months after entry into force, while sector-specific transition
periods could last either around 6.5 years or up to approximately 13.5 years. These staggered timelines are designed to provide industry
time to phase out PFAS in critical applications while encouraging the development and adoption of safer alternatives.
ICL
is actively working to replace any potential PFAS uses and has already reduced their application to a minimal extent.
The
US
The
status of PFAS regulations in the US reflects a dynamic mix of significant federal rules issued in 2024 and 2025, ongoing litigation,
and proposed modifications under the current administration, alongside a patchwork of state-level actions. A final ruling under the Toxic
Substances Control Act (TSCA) will require all manufacturers, including importers, of PFAS and PFAS-containing articles produced in any
year since 2011 to report information to the EPA on PFAS uses, production volumes, disposal, exposures, and hazards. Reporting is due
by October 13, 2026. Our efforts to comply will be coordinated with EU requirements to align and streamline compliance. The EPA plans
to propose revisions to the 2023 reporting rule, likely providing exemptions for certain uses and small manufacturers. The FDA completed
a voluntary industry phaseout of PFAS in food packaging in February 2024. The EPA has also added additional PFAS to the Toxics Release
Inventory (TRI) and is developing new testing methods and guidance for disposal and wastewater discharge permits. At the state level,
regulatory activity remains high, with many states implementing stricter or broader requirements than the federal government, resulting
in a complex patchwork of regulations. Numerous state-level policies came into effect in 2025. The overall landscape reflects rapid regulatory
evolution, ongoing legal challenges, and a clear trend toward stricter controls at both federal and state levels, despite continuing debates
over compliance deadlines and potential liabilities.
ICL
Group Limited 148
Packaging
PPWR
in Europe
The
Packaging and Packaging Waste Regulation (PPWR) is a regulation of the European Union aimed at reducing packaging waste, promoting sustainability
and fostering a circular economy.
The
PPWR - Regulation (EU) 2025/40 - entered into force on February 11, 2025, and will apply from August 12, 2026. This regulation replaces
the previous Packaging Directive (94/62/EC) and introduces stricter sustainability targets and requirements for all businesses involved
in packaging within the EU. The key objectives of the regulation are reducing packaging waste; boosting recycling; and harmonizing regulations.
All packaging must comply with Design-for-Recycling requirements, targeting a minimum recyclability rate of 70% by 2030. The regulation
also sets goals to increase the use of post-consumer recycled content in plastic packaging by 2030 and 2042. Discussions with various
stakeholders have already begun to ensure compliance with these requirements.
Reverse
Logistics for Plastic Packaging in Brazil:
Federal
Decree No. 12,688, dated October 21, 2025, regulates the reverse logistics system for plastic packaging in Brazil. The decree details
the implementation of the National Solid Waste Policy (PNRS), established by Law No. 12,305/2010, specifically for plastic packaging,
and establishes a mandatory reverse logistics system.
Manufacturers,
importers, distributors, and retailers are assigned specific responsibilities under the regulation, with progressive recovery and recycling
targets extending through 2040. For large enterprises, these targets will begin to apply in 2026.
ICL
Status: The Environmental team, supported by Legal and HERA, assessed the applicability of
Federal Decree No. 12,688/2025 with guidance from external legal counsel. The current understanding is that the decree does not apply
to fertilizers or industrial food additives, as it is limited to plastic packaging waste generated in the urban environment. A technical
note from the Ministry of the Environment is expected to formally clarify this point, and the Brazil team is actively monitoring this
development.
ICL
Group Limited 149
Chemicals
Regulation and Registration
Europe
and UK
The
EU has established one of the world’s most comprehensive chemical regulatory frameworks known as REACH, which establishes a framework
for registration, evaluation, authorization and restriction of chemicals in the EU. Chemicals imported or manufactured in the UK are regulated
by a new chemical regulation called UK REACH.
All
our segments have implemented REACH and are registering their chemicals as required by law. We believe that we have registered all chemicals
relevant to our businesses in the EU (production and import) as of the date of this Report. In addition, certain products are in the process
of evaluation under the Biocides Products Regulation (BPR).
Several
ICL substances are ongoing evaluation under REACH, including specific products from our Industrial Products segment. Some substances have
been designated as a ‘Substance of Very High Concern’ (SVHC), which may lead to certain regulatory restrictions.
ICL
is preparing for this outcome by introducing new, alternative products retardants for those market segments where they are required. In
addition, we and our industry partners are actively involved in the regulatory process to ensure that decisions are made on valid grounds
and to determine where safe use can be proven to safeguard the market where no risk to people or the environment is expected. For further
information, see “Item 3 - Key Information— D. Risk Factors".
• The European Commission’s Ecodesign E-Display regulation, which has been in force since March 2021, bans the use of halogenated flame in electronic display enclosures. We are closely monitoring future developments and proactively engaged in innovative chemical design, informative chemical selection tools and end of life solutions to respond to these challenges.
• Borate salts and boric acid – Some of our products changed their classification (SDS, labeling) due to the reproductive classification of the concentration limit. The industry has already expressed a requirement to re-formulate to exclude these salts and ICL is working on respective solutions and replacements.
Non-EU
As
the EU regulation on chemical registration and evaluation is considered world-leading, which has led other countries such as South Korea
(K-REACH), Ukraine or Turkey (KKDIK) to introduce similar systems. These REACH-like systems are based on the EU regulation but have also
introduced some additional requirements.
With
regards to KKDIK, the tiered registration deadlines depend on substance quantity and classification, ranging from 2026 to 2030. The pre-registration
for all potential registrants for substances >1 t/a ended on October 31, 2025. The substances affected by ICL were submitted for pre-registration
on time.
For
K-REACH, substances must be registered based on annual quantity thresholds with phased deadlines from 2021 to 2030.
Regarding
Ukraine-REACH Registration, deadlines vary by substance volume, ranging from October 2026 to March 2030. The pre-registration phase for
Ukraine REACH runs from January 26, 2025, to January 26, 2026.
ICL
Group Limited 150
Brazil:
National Inventory of Chemical Substances
Law
No. 15.022/2024 establishes Brazil’s new regulatory framework for assessing and managing risks associated with chemical substances,
creating the National Inventory of Chemical Substances and setting new obligations for manufacturers and importers.
Radioactive
substances, substances under development, and products already regulated by specific legislation, such as food, food additives, sanitizing
products, cosmetics, pharmaceuticals, fertilizers, pesticides, among others, fall outside the scope of the law. All other substances,
including raw materials used to manufacture products that are themselves outside the scope, become subject to the inventory unless future
regulations establish exemptions.
Substances
produced or imported at ≥1 metric ton per year must be registered within three years of system launch. Companies must provide requested
data, update information, and comply with risk-management measures. Two committees will evaluate risks and may impose concentration limits,
authorization requirements, or restrictions/prohibitions. Animal testing is allowed only as a last resort. A registration, assessment,
and inspection fee will apply, with amounts and deadlines defined by regulation. Noncompliance may result in fines (up to 40,000 minimum
wages), product seizure or destruction, suspension of activities, or cancellation of registrations.
The
implementing decree is awaiting publication, with the system expected to launch in 2027 and a deadline of 2030 for companies to complete
their registrations.
Although
the law does not directly apply to fertilizers or food additives, it may apply to raw materials used in ICL manufacturing operations,
unless future regulations establish exemptions.
The
HERA Brazil team is monitoring the publication of the implementing decree, which will define the operational rules and confirm the scope
and obligations. In parallel, initial awareness and training sessions are being conducted with the R&D and Procurement teams to prepare
for potential requirements and align expectations with raw material suppliers.
At
this stage, no immediate material impact is identified, pending clarification from the implementing decree.
ICL
Group Limited 151
Flame
Retardants
In
March 2023, ECHA released a Regulatory Strategy for Flame Retardants, focusing on halogenated and organophosphorus variants, constituting
70% of the organic flame-retardant market. The strategy prioritizes brominated flame retardants, particularly aromatic ones, for restriction,
following the Restrictions Roadmap. Future assessments will address non-halogen and organophosphorus flame retardants. Aromatic brominated
variants raise concerns due to suspected PBT/vPvB properties, warranting minimized release. Aliphatic brominated and organophosphorus
flame retardants exhibit diverse human and environmental hazards, with ongoing data generation to verify potential risks. Potential restriction
proposals await conclusive data from ongoing studies. The following assessments of regulatory requirements affecting flame retardants
have been published by ECHA:
• The flame retardant tetrabromobisphenol A (TBBPA or TBBA) has completed the REACH review process. As a result, TBBPA has been classified as a Category 1B carcinogen, designated as a Substance of Very High Concern (SVHC), and included in Annex XVII of REACH, listing substances subject to restrictions. However, the “reactive” use of TBBPA in printed circuit boards (PCBs) is not within the scope of the restriction, and TBBPA for those uses may still be placed on the market.
• Fyrol PCF (TCPP): Denmark has submitted a proposal to ECHA to classify TCPP as a substance with carcinogenic, reproductive toxicity, and endocrine-disrupting effects at the highest category. TCPP is expected to be designated as a Substance of Very High Concern (SVHC). If listed, new restrictions would apply to consumer applications. However, for key uses such as insulation and flexible foam for furniture, industry consortia have calculated substantial safety margins for TCPP exposures to prepare for the SVHC listing and potential subsequent restriction discussions.
• Triphenyl Phosphate (TPhP): Triphenyl Phosphate (TPhP) was added to the SVHC list on November 7, 2024, due to endocrine-disrupting properties in the environment. This is expected to be classified according to the CLP regulations, either authorizing or restricting the substance. Many PFRs and PISs contain TPhP as a by-product formed during production. While some products with high TPhP levels may face restrictions, we have solutions for certain PFRs and PISs and are actively working on solutions for others. The US EPA is expected to conclude its risk evaluation for TPP in 2026, but it remains unclear whether any use restrictions will be imposed. In Canada, the risk assessment dossier for TPP has been reopened as a follow-up to EU regulatory developments. Currently, Canada imposes no restrictions on TPP uses.
• Decabromodiphenyl Ethane (DBDPE) is scheduled for evaluation under expected EU restrictions, with the process anticipated to be finalized by December 2026. Articles in scope include electrical and electronic equipment, construction and building materials, and textile articles, with restrictions planned for implementation in 2030, followed by an 18-month transition period. In Canada, regulation of DBDPE will begin on July 30, 2026, restricting its importation and manufacturing. Exemptions for other manufactured products (“Manufactured Items”) containing DBDPE end on December 31, 2040, and exemptions for replacement parts for land-based motor vehicles end on December 31, 2055. In Australia, DBDPE was added to Schedule 6 (Relevant Industrial Chemicals Likely to Cause Serious or Irreversible Harm to the Environment) in June 2025, with regulations taking effect January 1, 2027. A ban on products containing DBDPE is scheduled for 2037, and the exemption for replacement parts ends in 2052.
ICL
Group Limited 152
We
are actively engaging with ECHA and the European Commission through an advocacy approach to understand their information requirements
and provide input for science-based decision-making on potential restrictions, with the goal of avoiding or minimizing impacts on both
ICL and the broader industry. In parallel, our R&D departments are identifying potential alternative products.
As
all chemicals used in flame retardants are under high pressure, ICL is investigating and investing in several replacement chemicals and
products such as VeriQuel R100 and VeriQuel F100 which can serve as alternatives to TCPP and TDCP.
EU
Chemicals Strategy for Sustainability
In
addition to REACH and the various chemical-specific limitations described above, the European Commission has introduced a Chemicals Strategy
for Sustainability (CSS).
The
CSS, launched in October 2020, introduced a new long-term strategy for chemical-related policy aligned with the objectives of the EU Green
Deal. The strategy includes approximately 80 action points, which could have a significant impact on existing or future legislative frameworks,
such as CLP (Classification, Labelling and Packaging Regulation) and REACH.
Main
changes introduced by the revision of the CLP:
• Modification of the harmonized classification and labelling process (legally binding classifications) to prioritize new hazard classes, carry out classifications for groups of substances, increase the number of dossiers and automatically recognize the classification of substances determined in other regulatory frameworks such as REACH.
• CLP new classifications: Endocrine Disruptors (ED for human health or for the environment), Persistent, Bioaccumulative and Toxic (PBT) & Persistent, Mobile & Toxic (PMT) that will be used to classify chemicals and introduced in SDSs and on labels.
• New classification criteria for substances with more than one constituent, for which the classification criteria of mixtures for certain hazards will be applied, based on the information of their constituents.
• Inclusion of new rules in relation to notifications to the public inventory of classification and labelling.
• Widespread use of drop-down labels.
• Specifying formatting requirements for labels with respect to text font size, line spacing, and background color.
• Regulation of the use of digital labelling, although not as an alternative to physical labelling.
• Expansion of the information to be included in online advertising and sales.
• Determination of deadlines for updating labels due to modifications in classification or other information.
• Clarification of the responsibility of distributors in the notification of toxicological data sheets to poison centers.
ICL
participates in CEFIC Task Forces to collaboratively address the issues in the CSS. In addition, we play a leading role as an active member
of BSEF and PINFA, engaging in discussions with EU authorities, Member States and regulators. Our aim is to prevent flawed regulations
that could undermine our strategic goals within the flame-retardant industry.
ICL
Group Limited 153
The
EU’s new omnibus regulations aim to streamline chemical industry rules by simplifying labeling requirements, harmonizing procedures,
and reducing administrative burdens. These changes are expected to lower costs and improve regulatory clarity for companies operating
across Europe. ICL supports these reforms, which are expected to promote innovation and enhance competitiveness within the sector.
European
Fertilizer Product Regulation (hereinafter – FPR)
FPR
covers a broad scope of materials, including all types of fertilizers, liming materials, biostimulants, growing media, soil improvers,
inhibitors and other blends of these materials. The new regulation requires fertilizer producers to monitor new contaminating elements
in fertilizer products. In addition, pursuant to FPR, fertilizer producers will have to demonstrate the ability to track their products
to ensure their quality in the production and supply chain. Fertilizer product labeling will need to be updated, and conformity assessment
methodologies revised. The FPR introduces new tolerance levels for fertilizer contaminants, with particular focus on cadmium in phosphate-containing
fertilizers. Additionally, the FPR sets stringent biodegradation requirements for polymer coatings on controlled-release fertilizers,
which ICL must meet by July 2026 to continue selling these products. We are actively taking steps to comply with these regulations across
all relevant products.
The
topic of biodegradable criteria is high on the agenda. Our first biodegradable coating is already on the market (eqo.S/eqo.X). ICL is
working on additional specific coating materials to cover the biodegradability and the polymeric, as well as the microplastic impact.
The
delegated act ((EU) 2024/2770) on biodegradability test criteria was published on 28 October 2024. It establishes official testing criteria
for all CMC9 polymers (polymers other than nutrient polymers) that either enhance water retention/wettability or control water penetration
into nutrient particles to release nutrients. In response, ICL has initiated the development of additional biodegradable coatings, expanding
its portfolio. Currently, the evaluation of the FPR, five years after its publication, is ongoing, and ICL has provided feedback through
all available channels.
The
US
The
2016 reformed Toxic Substances Control Act (TSCA) addresses the production, importation, use, and disposal of specific chemicals in the
US. TSCA is administered by the US Environmental Protection Agency (EPA), which regulates the introduction of new and existing chemicals.
TBBA is under US EPA TSCA evaluation and EPA will conclude its review mid to late 2026. All the data requirements have been completed
by the TBBA industry consortium and accepted by the agency.
Major
TSCA activities for 2025–2026 focus on a shift in regulatory priorities under the current administration, emphasizing streamlined
reviews of new chemicals, re-evaluation of risk assessment frameworks, and renewal of critical fee authorities.
Congress
must act by September 2026 to reauthorize the EPA’s authority to collect fees, a deadline that is driving broader discussions on
potential amendments to the 2016 Lautenberg Act. In March 2025, the Environmental Protection Agency (EPA) announced plans to reconsider
the entire Risk Evaluation Procedural Framework, potentially reverting to 2017 policies that emphasize occupational safety assumptions,
such as PPE use. Beginning in late 2025, the EPA also expanded its import investigative capacity, focusing on illegal chemical smuggling
operations, particularly involving imports from China.
ICL
Group Limited 154
As
part of its TSCA review EPA implemented a significant new use rule, SNUR, for TBBA. The process requires new uses to be reported to the
agency for approval. None of ICL IP’s prominent uses for TBBA are impacted by this rule and will be fully considered under the current
TSCA evaluation.
We
are also engaged in additional activities, including the following:
• The FDA and Congress are pursuing reforms to the “self-affirmed GRAS” loophole, which currently allows companies to determine an ingredient’s safety without formal FDA review or notification. As part of its October 2025 guidance agenda, the FDA proposed a rule requiring the submission of all GRAS notices. In parallel, legislation such as the “Better Food Disclosure Act of 2025” has been introduced to strengthen oversight and mandate public listing of all GRAS substances.
• Like the EU, the US is implementing an Endocrine Disruptor Screening Program (EDSP) with near-term strategies for rollout. Drawing on ICL’s experience in the EU, preparation of appropriate data will be ensured. In 2025, the EPA finalized a settlement related to its EDSP, which includes a new tracking website for high-priority conventional pesticides and commitments to assess their potential effects on human health. Additional developments include the EPA’s new TSCA chemical reporting rule, effective January 13, 2025, requiring reporting of byproducts and impurities to inform risk evaluations. The EPA is also integrating new scientific methods into the EDSP to screen chemicals more efficiently.
• In 2025, key changes to California Proposition 65 regulations include updated short-form warnings that must now name at least one specific chemical, new options for signal words, and specific requirements for warnings on motor vehicle and marine vessel parts. Businesses must identify chemicals in their products to ensure compliance with a three-year transition period for products manufactured before January 1, 2028.
• Furthermore, we expect numerous anticipated rulemakings for PBTs and NANO materials, which we will incorporate into our respective strategies.
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Canada
Health
Canada initially proposed delisting sodium aluminum phosphate (SALP); however, through collaboration with key customers, including General
Mills, AB Mauri, and the IFAC trade association, comments were submitted on the use and safety of SALP. As a result, Health Canada ultimately
retained SALP on the listing.
Asia
In
addition to REACH requirements in the EU, other countries, including South Korea, Turkey and EAEU (Eurasian Economic Union), have adopted,
or are in the process of adopting, restrictive regulations like REACH which may affect our ability to manufacture and sell certain products
in these countries in the future. We are actively working to ensure compliance within the specified deadlines.
China
In
2021, a new industry standard for polysulphate (as a fertilizer) was published in China. ICL has assessed the options to meet these new
requirements and the effect of the new standard on the supply of polysulphate to the Chinese market.
In
December 2025, we submitted an official letter to the Ministry of Agriculture (MOA) presenting scientific, data-based arguments, supported
by publications from China, the UK, and the US, to substantiate our position that polysulphate functions effectively as a soil conditioner.
We
also collaborated with the research institute that conducted the 2022–2024 field trial to refine the data and further strengthen
the report. On December 18, 2025, we resubmitted our application to the MOA with the additional supporting materials. Subsequently, on
January 18 and February 3, 2026, the MOA requested further clarifications and the original handwritten field trial notes. We are targeting
review of our resubmission at the next Expert Panel meeting, currently expected in April 2026.
Israel
Following
Israel’s accession to the OECD in 2010, the Ministry of Environmental Protection (MoEP) published, in October 2020, a draft Industrial
Chemicals Registration Law (Bill Memorandum) aimed at establishing a national registry of industrial chemicals and formalizing processes
for chemical risk assessment and management in Israel. The Company, together with the Israel Manufacturers Association, has provided input
on the proposed legislation to help ensure workable and effective regulatory implementation.
The
proposed law would apply to the manufacture, import, or marketing of products in quantities exceeding 10 tonnes and is expected to entail
additional costs and complex administrative requirements for ICL and other manufacturers and importers in Israel.
In
March 2025, the Israeli Government approved a resolution incorporating a revised timeline and inter-ministerial agreements regarding the
Bill Memorandum, under which the MoEP is required to submit the draft to the Ministerial Committee for Legislation within six months.
To the Company’s knowledge, the Bill Memorandum remains under review by the MoEP.
ICL
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Brazil
Bioinputs
Law
On
December 24, 2024, Law No. 15,070/2024 was enacted, establishing the regulatory framework for bioinputs in Brazil. Bioinputs are defined
as products of plant, animal, or microbial origin, including those obtained through biotechnological processes or that are structurally
and functionally equivalent to natural products—used in agriculture, livestock, aquaculture, and forestry across conventional, organic,
and agroecological systems.
Products
previously regulated under separate legislation, such as inoculants, biofertilizers, biostimulants, and biopesticides, will now fall under
this new law. Its effective implementation will depend on additional regulations, and ongoing collaboration among regulatory agencies,
industry, and growers will be essential to shaping the changes and assessing their impacts.
The
law also regulates on-farm production, allowing growers to manufacture bioinputs for their own use. A working group of government representatives,
industry associations, and grower organizations has been established to support development of the implementing decree. A draft of this
decree is expected later this year, with final publication anticipated in the first quarter of 2026.
Food
additives
ANVISA
(the Brazilian Health Regulatory Agency) has opened Public Consultations to revise Brazil’s regulations on food and food additive
labeling. These initiatives are part of the 2024–2025 Regulatory Agenda and aim to improve both the general labeling requirements
and the specific rules for nutritional labeling. Contributions must be submitted by March 9, 2026, with the new regulations expected to
be published in the first half of 2026. These changes will require updates to all food product labels in Brazil, as well as related technical
documents such as product specifications.
ICL
is leading the regulatory discussion group at ABIAM to coordinate and submit the industry’s contributions to ANVISA’s public
consultation.
After
the consultation period closes, ICL will await publication of the final regulations to confirm the definitive requirements. Once published,
all product labels for new productions, as well as related technical documentation, including product specifications, will need to be
reviewed and updated in accordance with the new rules. In parallel, the HERA team is conducting internal discussion forums with R&D,
Commercial, and Quality teams to present ANVISA’s initial proposal and anticipate potential impacts.
Our
food grade products are produced in facilities certified for food production. Consequently, all our food plants implement quality and
food safety systems that are regularly monitored through internal and external audits. For further information, see “Item 3 - Key
Information— D. Risk Factors".
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Business
Licenses and other permits
In
the ordinary course of our business activities, we hold business licenses and permits, and receive governmental approvals that are related
to environmental, health and safety, issued by various regulatory agencies to operate our facilities. We may be required to obtain or
renew such licenses, permits, and governmental approvals in the future to continue our current or future operations throughout the world.
We strive to comply with the terms and conditions set forth in our business licenses and permits, as applicable, and in the event of any
non-compliance, we act to alter our activities in full coordination with the relevant agencies.
In
January 2024, ICL Terneuzen (IPT) was granted an environmental permit requiring studies and improvements to its overall environmental
performance. The permit includes several environmental requirements, such as air emissions control and wastewater treatment, which will
require investments in the coming years. As part of the permit, IPT initiates adaptive actions when updates occur in the continuously
evolving Substances of Very High Concern (SVHC) list. The authorities approved IPT’s three-year SEVESO compliance plan, which includes
two major fire safety projects initially expected to be completed by the end of 2025; these timelines have been adjusted to 2026 for external
fire safety and 2027 for internal fire safety. For further information, see “Item 3 - Key Information— D. Risk Factors.”
Water
Wells Production Permits
ICL
Dead Sea - Water supply to DSW is accomplished via approximately 35 drills,
most of which are located within the concession area. The drills require a drilling license issued by the Water Authority.
The
seven "Ein-Ofarim" drills are located outside the concession area, and DSW is therefore required to sign, from time to time, lease contracts
for limited periods with the Israel Land Authority (ILA). The contracts renewal process is lengthy, and DSW has been working for several
years to renew them. As of today, all seven contacts have been renewed until 2026.
In
addition, at the beginning of every year, the Water Authority issues the Company with a water production license that defines the production
capacity of each drilling.
In
2017, the Israeli Water Law was amended, according to which saline water of the kind produced for Dead Sea plants by the Company's own
water drilling is charged with water fees. In September 2022, the Company was presented with two petitions filed with the Supreme Court
of Israel against the Water Authority, Israel’s Attorney General, the Ministry of Justice, Mekorot Water Company Ltd. and the Company.
The petitions requested that the Court rule that the Company should be obliged to pay water fees for saline water extracted from wells
within the concession area, in addition to existing royalty payments, retroactively from the date of the amendment to the Water Law enacted
in 2018. On December 3, 2025, the Supreme Court rendered its ruling, in which it determined that the petitions are to be accepted. For
further information, see Note 18 to our Audited Financial Statements.
ICL
Iberia - ICL Iberia's past activities have resulted in the salinization of some water wells in the Suria and Sallent sites. A remediation
plan has been presented to the authorities and actions have begun to be implemented with satisfactory results. For further information,
see note 17 to our Audited Financial Statements.
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C. ORGANIZATIONAL STRUCTURE
A
list of our main subsidiaries, including name and country of incorporation or residence, is provided as an exhibit to our Form 20-F filed
with the US Securities Exchange Commission, which can be found at www.sec.gov.
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Group Limited 159
D. PROPERTY, PLANT AND EQUIPMENT
The
Company operates production facilities at its worldwide locations, including the following:
• Israel: under the Israeli Dead Sea Concession Law, 1961, as amended in 1986 (the “Concession Law”), we have lease rights until March 31, 2030, for salt and carnallite ponds, pumping facilities and productions plants at Sodom. We have other production facilities in Israel, situated on land with a long-term lease, including the Oron and Zin plants at Mishor Rotem of the Phosphate Solutions segment (the Zin and Oron plant lease agreements expired in 2024 and 2017, respectively. The Zin lease is currently under renewal process with the Israel Land Authority, while the Oron lease has been approved for renewal until 2044 and is in a process of formalizing a new lease agreement), production facilities at Neot Hovav of Industrial Products segment (leased until 2027-2073), as well as production, storage and transportation facilities together with chemicals and research laboratories at Kiryat Ata that belong to the Growing Solutions segment (leased until 2046-2049). We also use warehouses, loading and unloading sites at Ashdod and Eilat ports (leased until 2030).
• Europe:
Germany:
Production plants of the Phosphate Solutions segment are located at Ladenburg. The production plants of the Growing Solutions segment
are located at Ludwigshafen. The production plants of the Industrial Products segment are located at Bitterfeld. All the plants, except
Ludwishafen, are owned by the Company.
The
Netherlands: Production plants of the Industrial Products segment at Terneuzen are owned by the Company. A facility of the Phosphate Solutions
and Growing Solutions segments in Amsterdam is held under a lease until 2040.
Spain:
Concessions at the potash and salt mines are held under concession agreements described below. Potash and salt production plants, warehouses
and loading and unloading facilities of the Potash segment at Catalonia are owned by the Company. Most of ICL Iberia's shipments are made
via a terminal it owns at the port of Barcelona (Trafico de Mercancias – Tramer).
UK:
Rights to polyhalite and salt mines are held under concession agreements described below. Polyhalite and salt production plants and warehouses
of the Growing Solution segment in Cleveland are owned by the Company. The warehouses and bulk loading and unloading facilities at the
port are leased until 2034. The company owns three peat moors of the Growing Solutions segment and a plant for producing growing media
in Scotland. The Growing Solutions segment also owns a plant in Daventry for producing water conservation and liquid plant nutrition products
along with a fertilizer blending site in Rugby.
Belgium:
The Growing Solutions segment owns a production facility in Grobbendonk for producing water soluble fertilizers.
ICL
Group Limited 160
• North and South America:
The
US: Production plants of the Industrial Products segment in West Virginia are mainly owned by the Company. The production plants of the
Phosphate Solutions segment in Lawrence, Kansas and St. Louis, Missouri are owned by the Company. The production plants of the Growing
Solutions segment in South Carolina are operated under leases ending in 2026. The production plant in Fresno, California is owned by the
Company and the production plant in Adel, Georgia is under a lease which expires in 2031. These plants support the North America production
of dry and liquid Specialty Fertilizer and Adjuvants.
Brazil:
Production plants of the Phosphate Solutions segment at Sao Jose dos Campos and Cajati are owned by the Company.
Production
plants of the Growing Solutions segment at Suzano I and Suzano II (liquid fertilizers, water-soluble fertilizers, animal nutrition, micronutrients
fertilizers), at Uberlandia (improved efficiency phosphorus fertilizers), at Jacarei I (secondary nutrients fertilizers), at Maua (micronutrients
fertilizers), at Cruz Alta (liquid fertilizers) and at Cidade Ocidental (liquid fertilizers) are owned by the Company. The production
plant at Jacarei II (controlled-release fertilizers) is leased by the Company. The production plant at Cascavel (Biostimulants) is owned
by the Company.
• Asia:
China
– Phosphate rock mining rights at the Haikou Mine are derived from mining licenses that are described below. YPH's plants are owned
by the Company, some of them located on land that is owned by the Company, while others are situated on leased land. The new plant in
Zhangjiagang which is leased by the company, manufactures products for the Food industry according to the geographical expansion strategy.
• Australia: ICL’s leased facility in Heatherton, Australia, is a manufacturing site dedicated to blending food phosphate products.
ICL
Group Limited 161
Principal
Properties
The
following table sets forth certain additional information regarding ICL’s principal properties as of December 31, 2025:
Property Type Location Size (square feet) Products Owned/Leased
Plant Mishor Rotem, Israel 27,094,510 Phosphate Solutions products Owned on leased land
Plant Mishor Rotem, Israel 10,763,910 Industrial Products products Owned on leased land
Plant Mishor Rotem, Israel 430,355 Phosphate Solutions products Owned on leased land
Plant Neot Hovav, Israel 9,601,591 Industrial Products products Owned on leased land
Plant Zin, Israel 8,484,123 Phosphate Solutions products Owned on leased land (on a lease extension process)
Plant Kiryat Ata, Israel 6,888,903 Growing Solutions products Leased
Plant Oron, Israel 4,413,348 (not including phosphate reserve) Phosphate Solutions products Owned on leased land (on a lease extension process)
Evaportation ponds Sodom, Israel 1,603,823 Salt and carnallite ponds for the Potash segment Lease rights
Plant Sodom, Israel 13,099,679 Potash products (not including ponds and Magnesium plant) Owned on leased land
Plant Sodom, Israel 4,088,800 Magnesium products (Potash segment) Owned on leased land
Plant Sodom, Israel 2,326,060 Industrial Products products Owned on leased land
Conveyor belt Sodom, Israel 1,970,333 Transportation facility for Potash Owned on leased land
Pumping stations Sodom, Israel 1,180,496 Pumping station for the Potash segment Owned on leased land
Plant Sodom, Israel 667,362 Industrial Products products Owned on leased land
Feeding canal Sodom, Israel 5,974,980 Part of the pumping system for the Potash segment Owned on leased land
Power plant Sodom, Israel 645,856 Power and steam production for the Potash segment Owned on leased land
Warehouse and loading facility Ashdod, Israel 664,133 Warehouse for Potash and Phosphate Solutions products Owned on leased land
Headquarters Beer Sheva, Israel 193,750 Company headquarters Leased
Warehouse and loading facility Eilat, Israel 152,557 Warehouse for Potash and Phosphate Solutions' products Owned on leased land
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Group Limited 162
Headquarters Tel Aviv, Israel 22,604 Company headquarters Leased
Plant Catalonia, Spain 48,491,416 Mines, manufacturing facilities and warehouses for Potash segment Owned
Port/warehouse Catalonia, Spain 866,407 Potash and salt products Owned on leased land
Plant Totana, Spain 2,210,261 Growing Solutions products Owned
Plant Cartagena, Spain 209,853 Growing Solutions products Owned
Warehouse and loading facility Cartagena, Spain 184,342 Storage for Growing Solutions products Leased
Plant Grobbendonk, Belgium 128,693 Growing Solutions products Owned
Plant Calais, France 546,290 Industrial Products' products Owned
Plant Terneuzen, the Netherlands 1,206,527 Industrial Products' products Owned
Plant Heerlen, the Netherlands 481,802 Growing Solutions products Owned and leased
Plant Amsterdam, the Netherlands 349,827 Growing Solutions products and logistics center Owned on leased land
Headquarters Amsterdam, the Netherlands 59,055 Company headquarters in Europe Leased
Plant Ludwigshafen, Germany 2,534,319 Growing solutions products Leased
Plant Ladenburg, Germany 1,569,764 Phosphate Solutions products Owned
Plant Bitterfeld, Germany 514,031 Industrial Products' products Owned
Plant Shandong, China 692,045 Industrial Products products Owned on leased land
Headquarters Shanghai, China 7,830 Company headquarters Leased
Plant Kunming, Yunnan, China 1,161,593 Phosphate Solutions products Owned land
Plant Kunming, Yunnan, China 9,607,270 Phosphate Solutions products Leased land
Pumping station Kunming, Yunnan, China 36,931 A pumping station for Phosphate Solutions Owned land
Plant Zhangjiagang, Jiangsu Province, China 50,342 Phosphate Solutions products Leased
Peat Moor Nutberry and Douglas Water, United Kingdom 17,760,451 Peat mine (Growing Solutions segment) Owned
Plant Cleveland, United Kingdom 13,239,609 Polysulphate products (Growing Solutions segment) Owned
Warehouse and loading facility Cleveland, United Kingdom 2,357,296 Polysulphate products (Growing Solutions segment) Owned on leased land
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Group Limited 163
Peat Moor Creca, United Kingdom 4,305,564 Peat mine (Growing Solutions segment) Owned
Plant Nutberry, United Kingdom 322,917 Growing Solutions products Owned
Plant Daventry, United Kingdom 81,539 Growing Solutions products Owned and leased
Plant & warehouse Lawford Heath, Rugby 45,000 Growing Solutions products Leased
Plant Gallipolis Ferry, West Virginia, United States 1,742,400 Industrial Products' products Owned
Plant Lawrence, Kansas, United States 179,689 Phosphate Solutions products Owned
Plant Carondelet, Missouri, United States 190,095 Phosphate Solutions products Owned
Plant North Charleston, South Carolina, United States 100,000 Growing Solutions products Leased
Plant Fresno, California, United States 92,000 Growing Solutions products Owned
Headquarters St. Louis, Missouri, United States 35,217 US Company headquarters Leased
Plant Adel, Georgia, United States 45,000 Growing Solutions products Leased
Plant Cajati, Brazil 413,959 Phosphate Solutions products Owned
Plant Sao Jose dos Campos, Brazil Phosphate plant: 137,573 Blending plant: 80,729 Phosphate Solutions products Owned on leased land (free of charge)
Plant Brazil Cidade Ocidental 8,275 Growing Solutions products Owned
Plant Brazil Cruz Alta 7,499 Growing Solutions products Owned
Plant Brazil Jacarei I 879,248 Growing Solutions products Owned
Plant Brazil Jacarei II 967,987 Growing Solutions products Leased
Plant Brazil Maua 968,751 Growing Solutions products Owned
Plant Brazil Suzano I 3,349,186 Growing Solutions products Owned
Plant Brazil Suzano II 637,001 Growing Solutions products Owned
Plant City of Cascavel, State of Parana - Brazil 2,111 Growing Solutions products Owned
Plant Brazil Uberlandia 263,716 Growing Solutions products Owned
Plant Heatherton, Australia 64,583 Phosphate Solutions products Leased
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Group Limited 164
Mineral
Extraction and Mining Operations
Information
included in this section relates to the mineral extraction and mining operations of ICL for fiscal years 2025, 2024 and 2023. This information
was prepared based on, and in some instances is an extract from, the technical report summaries filed for each of our properties, including:
Boulby (UK), Cabanasses and Vilafruns (Spain), Rotem, Oron and Zin (Israel), Dead Sea Works (Israel), and Haikou (China) (each a “Technical
Report Summary”)” with effective dates of December 31, 2024. Each report was prepared for us by qualified persons from Wardell
Armstrong International Ltd (“Wardell” and/or WAI). Wardell approved and verified the scientific and technical information
included in these reports and reproduced and approved the updated Mineral Reserves and Resources information in this Annual Report for
Fiscal Years 2024 and 2023. In 2025, Wardell was incorporated into SLR Consulting Ltd (“SLR”). The scientific and technical
information relating to the updated Mineral Reserves and Resources information in this Annual Report for Fiscal Year 2025 was therefore
approved and verified by qualified persons from SLR. Portions of the following information are based on assumptions, qualifications and
procedures that are not fully described herein. See “Cautionary Note to Investors Regarding Mineral and Resource Estimates.”
Reference should be made to the full text of each Technical Report Summary, which are included as exhibits to the 2024 Annual Report.
Overview
ICL
extracts minerals and conducts mining activities at Boulby (UK), Cabanasses (Spain), Rotem (Israel), Dead Sea Works (Israel), and Haikou
(China).
Figure
1: Location of the ICL Operations
ICL
Group Limited 165
ICL’s
mining activities are dependent on concessions, authorizations and permits granted by the governments of the countries in which the mines
are located.
• Rotem Amfert Negev Limited (“ICL Rotem”) is a wholly owned subsidiary that operates three sites, Rotem, Oron and Zin. ICL Rotem has been mining phosphates in the Negev in Israel for more than sixty years. Mining is conducted in accordance with a phosphate mining concession that covers an area of 177.8 sqkm, and which is in effect until December 31, 2044. The concession was granted by Israel’s Ministry of Energy and Infrastructure, under the country’s Mines Ordinance, in conjunction with mining authorizations, which are subject to the Israel Lands Authority jurisdiction. The concession relates to quarries (phosphate rock), whereas the authorizations cover the use of land as active mining areas. The Rotem operation is in the production stage.
• Dead Sea Works Ltd. (“ICL Dead Sea”) is a wholly owned subsidiary that operates the Dead Sea concession which covers 652 sqkm, and which is in effect until March 31, 2030. DSW has 37 evaporation ponds for production of potash, as well as other chemical products, located on the southwest shore of the Dead Sea’s southern basin in Israel. DSW is in the production stage.
• ICL Iberia (“ICL Iberia”) is a wholly owned subsidiary and holds mining rights granted by the Spanish government for two underground potash mines, Cabanasses and Vilafruns, located in Catalonia in northeast Spain. ICL Iberia owns the land on which these surface facilities are located. The Cabanasses mine is operating and has been in production for more than fifty years, while Vilafruns was placed on care and maintenance status in June 2020 following its discontinuation. ICL Iberia holds 126 licenses for the extraction of rock salt and potash covering 693 sqkm. Some of these licenses are valid until 2037, while the remainder are effective through 2067. Cabanasses is in the production stage.
• Cleveland Potash Limited (“ICL Boulby”) is a wholly owned subsidiary that operates an underground polyhalite mine, Boulby, located in the UK. ICL Boulby owns the freehold of approximately 2.41 sqkm of the mineral field, in addition to 24 onshore and 2 offshore mineral leases which cover a total area of 809.52 sqkm. Boulby is in the production stage.
• Yunnan Phosphate Haikou (“YPH”) equally owned by ICL and Yunnan Yuntianhua Corporation Ltd. ("YYTH"), and controlled by ICL, owns and operates the Haikou Phosphate Mine and processing facilities in the Xishan district of China. YPH holds a phosphate mining license for the Haikou site covering 9.6 sqkm, which the Company operates and is valid until January 2043. Haikou is in the production stage.
For
additional information on each of ICL’s mining activities, please refer to the individual property summaries included below.
In
consideration of the concessions, ICL pays royalties and taxes to the
governments of Israel, Spain, the UK and China. Below are the royalties' amounts paid with respect to 2025, 2024 and 2023:
Israel Out of Israel Total
Year Ended December 31, $ millions
2025 67 8 75
2024 82 9 91
2023 170 10 180
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The
aggregated production data for the properties is summarized in Table 1.
Table
1: Production Data for the Properties
Production Data for ICL Boulby
2025 2024 2023
Polyhalite hoisted (kt) 751 719 1,028
Total Polyhalite Production (kt) 761 721 1,009
Potash Production at Súria Plant, ICL Iberia
2025 2024 2023
Ore hoisted from Cabanasses mine (kt) 3,449 3,247 2,795
Head Grade % KCl 26.0% 26.7% 24.3%
KCl Produced (kt) 805 802 601
Product Grade % KCl 95.0% 95.5% 95.5%
Total Mine Production of Raw Ore at ICL Rotem
2025 2024 2023
Tonnes mined (kt) 3,654 5,808 5,770
Grade (%P2O5 before / after beneficiation) 23% / 31% 23% / 31% 25% / 32%
Product Produced After Processing at ICL Rotem (kt)
2025 2024 2023
Phosphate Rock* 2,211 2,375 2,309
Green Phosphoric Acid 513 503 520
Fertilizers 1,017 1,024 1,033
White Phosphoric Acid 167 154 150
Specialty Fertilizers 95 100 78
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at Rotem facilities.
DSW Production (kt)
2025 2024 2023
Potash 3,572 3,700 3,819
Compacting plant* 1,743 1,764 1,737
Bromine 156 190 143
Cast Mg 18 17 17
*
Figures relate to granular potash produced from total potash
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Total Mine Production of Raw Ore at YPH
2025 2024 2023
Tonnes mined (kt) 3,499 3,575 3,646
Grade (% P2O5 before/after beneficiation) 21% / 29% 21% / 28% 22% / 28%
Product Produced After Processing at YPH (kt)
2025 2024 2023
Phosphate Rock * 2,455 2,715 2,657
Green Phosphoric Acid 700 694 682
Fertilizers 639 605 609
White Phosphoric Acid 133 124 95
Specialty Fertilizers 175 152 113
*
Figures relate to phosphate concentrate produced by the flotation and scrubbing plants for further processing at the 3C chemical plant.
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Group Limited 168
Aggregated
estimated Mineral Resources for the properties is summarized in Table 2.
Table
2: Estimated Mineral Resources as of December 31, 2025
Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources
Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt) Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt) Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt) Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt)
Commodity: K2O
United Kingdom - - - - 45.8 13.7% 6.3 6.3 45.8 13.7% 6.3 6.3 20.8 13.9% 2.9 2.9
Boulby - - - - 45.8 13.7% 6.3 6.3 45.8 13.7% 6.3 6.3 20.8 13.9% 2.9 2.9
Total - - - - 45.8 13.7% 6.3 6.3 45.8 13.7% 6.3 6.3 20.8 13.9% 2.9 2.9
Commodity: KCl
Spain 113.5 26.2% 29.7 29.7 76.8 25.6% 19.7 19.7 190.3 25.9% 49.4 49.4 271.9 27.6% 75.0 75.0
Cabanasses 100.9 25.6% 25.8 25.8 67.4 24.7% 16.6 16.6 168.3 25.2% 42.5 42.5 241.2 27.4% 66.1 66.1
Vilafruns 12.6 31.0% 3.9 3.9 9.4 32.1% 3.0 3.0 22.0 31.5% 6.9 6.9 30.7 28.9% 8.9 8.9
-
Israel 294.4 20.7% 60.9 60.9 1,642.1 21.1% 346.5 346.5 1,936.5 21.0% 407.4 407.4 462.4 21.2% 98.0 98.0
DSW 294.4 20.7% 60.9 60.9 1,642.1 21.1% 346.5 346.5 1,936.5 21.0% 407.4 407.4 462.4 21.2% 98.0 98.0
Total 407.9 22.2% 90.7 90.7 1,718.9 21.3% 366.1 366.1 2,126.8 21.4% 456.8 456.8 734.3 23.6% 173.0 173.0
Commodity: P2O5
Israel 168.0 26.5% 44.6 44.6 - - - - 168.0 26.5% 44.6 44.6 - - - -
Rotem 78.0 28.7% 22.4 22.4 - - - - 78.0 28.7% 22.4 22.4 - - - -
Zin 46.1 25.3% 11.7 11.7 - - - - 46.1 25.3% 11.7 11.7 - - - -
Oron 43.9 24.0% 10.5 10.5 - - - - 43.9 24.0% 10.5 10.5 - - - -
China 3.0 22.3% 0.7 0.3 2.3 24.0% 0.6 0.3 5.3 23.0% 1.2 0.6 0.2 20.0% 0.0 0.0
Haikou 3.0 22.3% 0.7 0.3 2.3 24.0% 0.6 0.3 5.3 23.0% 1.2 0.6 0.2 20.0% 0.0 0.0
Total 171.0 26.5% 45.3 44.9 2.3 24.0% 0.6 0.3 173.3 26.5% 45.8 45.2 0.2 20.0% 0.0 0.0
ICL
Group Limited 169
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) The point of reference for the Mineral Resources for Boulby, Cabanasses, Vilafruns, Rotem, Oron, Zin and Haikou is in-situ. The point of reference for Mineral Resources for DSW is contained within the carnallite ponds following pumping from the northern Dead Sea basin. Mineral Resources are reported exclusive of Mineral Reserves.
(3) Mineral Resources for Boulby, Cabanasses, Vilafruns, Rotem, Oron, Zin and DSW are reported on a 100% basis. For the Haikou mine, YPH is a consolidated subsidiary of the Company. The reported tonnages and grades are on a 100% basis. The contained P2O5 attributable to ICL reflects the Company’s 50% interest. YPH is consolidated into ICL’s financial statements, YYTH owns a 50% minority interest in YPH.
(4) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(5) Mineral Resources are estimated using:
a. Boulby - a three-year average product price of $204/t FOB.
b. Cabanasses and Vilafruns - a medium-long term potash price of $373/t FOB.
c. DSW - a medium-long term potash price of $320/t FOB.
d. Rotem, Oron and Zin - an average of the previous three years’ prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products.
e. Haikou - an average of the previous three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products.
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
ICL
Group Limited 170
Aggregated
estimated Mineral Reserves for the properties is summarized in Table 3.
Table
3: Estimated Mineral Reserves as of December 31, 2025
Proven Reserves Probable Reserves Total Reserves
Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt) Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt) Tonnes (Mt) Grades Contained Mineral (Mt) Contained Mineral Attributable to ICL (Mt)
Commodity: K2O
United Kingdom - - - - 8.6 13.9% 1.2 1.2 8.6 13.9% 1.2 1.2
ICL Boulby - - - - 8.6 13.9% 1.2 1.2 8.6 13.9% 1.2 1.2
Total - - - - 8.6 13.9% 1.2 1.2 8.6 13.9% 1.2 1.2
Commodity: KCl
Spain 38.5 24.5% 9.4 9.4 55.0 25.8% 14.2 14.2 93.5 25.3% 23.6 23.6
Cabanasses 38.5 24.5% 9.4 9.4 55.0 25.8% 14.2 14.2 93.5 25.3% 23.6 23.6
Vilafruns - - - - - - - - - - - -
Israel 97.7 20.5% 20.0 20.0 - - - - 97.7 20.5% 20.0 20.0
DSW 97.7 20.5% 20.0 20.0 - - - - 97.7 20.5% 20.0 20.0
Total 136.2 21.6% 29.5 29.5 55.0 25.8% 14.2 14.2 191.2 22.8% 43.7 43.7
Commodity: P2O5
Israel 74.4 24.9% 18.5 18.5 - - - - 74.4 24.9% 18.5 18.5
Rotem 12.5 29.5% 3.7 3.7 - - - - 12.5 29.5% 3.7 3.7
Zin 3.0 26.0% 0.8 0.8 - - - - 3.0 26.0% 0.8 0.8
Oron 58.9 23.9% 14.1 14.1 - - - - 58.9 23.9% 14.1 14.1
China 40.5 21.6% 8.7 4.4 - - - - 40.5 21.6% 8.7 4.4
Haikou 40.5 21.6% 8.7 4.4 - - - - 40.5 21.6% 8.7 4.4
Total 114.9 23.8% 27.3 22.9 - - - - 114.9 23.8% 27.3 22.9
ICL
Group Limited 171
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) The point of reference for Mineral Reserves for Boulby, Cabanasses and DSW is defined as the point where ore is delivered to the processing plants. The point of reference for Mineral Reserves for Rotem, Oron and Haikou is defined as the point where ore is delivered to the beneficiation plants. The point of reference for the Mineral Reserves for Zin is defined as the point where ore is delivered to the mobile crusher.
(3) Mineral Reserves for Boulby, Cabanasses, Vilafruns, Rotem, Oron and Zin are reported on a 100% basis. For Haikou, YPH is a consolidated subsidiary of the Company. The reported tonnages and grades are on a 100% basis. The contained P2O5 attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns a 50% minority interest in YPH.
(4) Mineral Reserves are estimated using:
a. Boulby - a three-year average product price of $204/t FOB.
b. Cabanasses and Vilafruns - a medium-long term potash price of $350/t FOB.
c. DSW - a three-year average product price of $296/t FOB.
d. Rotem and Oron - an average of the previous three years’ prices of $1,177/t FOB for acid products and $441 /t FOB for fertilizer products.
e. Zin – a three-year average product price of $112/t FOB for crushed phosphate rock.
f. Haikou - an average of the previous three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products.
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
Internal
Controls
Quality
assurance at ICL Boulby, ICL Iberia, ICL Rotem, ICL Dead Sea and YPH, involves the use of standard practice procedures for sample collection
and includes oversight by experienced technical staff during data collection, management, and interpretation. Certain quality control
measures for sample analysis include in-stream sample submittal of standard reference material, blank material, and field duplicate sampling.
For data verification, staff members observed drill hole locations and orientations, inspected drill cores, and compared to logs and analytical
results, observed core intake, visited outcrops, and discussed with on-site geologists, including review of working maps and cross-sections.
In addition, ongoing reconciliation is conducted between resource estimates and production data. Notwithstanding the above, inherent risks
in quality control include potential mislabeling of samples and sample contamination, among others, but the Company maintains a close
and diligent monitoring program of all quality control measures for the collection of both exploration and production data with results
deemed suitable for use in the subsequent estimation of Mineral Resources and Mineral Reserves.
ICL
Group Limited 172
ICL
Boulby
Overview
ICL’s
mining operations in the UK are conducted by its wholly owned subsidiary, Cleveland Potash Limited (ICL Boulby). ICL Boulby is an underground
polyhalite mine on the coastline of northeast England, approximately 340 kilometers north of London and approximately 34 kilometers to
the southeast of the town of Middlesbrough.
The
mine site and shafts are approximately centered at a latitude and longitude of 54°33'05.4"N and 0°49'32.5"W. The ICL Boulby
mine site has a long history of production dating back to 1969 and the mine owns a private rail line spur that connects it with the deep-water
port facilities at Teesport in Middlesbrough. ICL Boulby’s mining operations are mainly conducted under the North Sea at depths
greater than 1,000 meters below the surface. The operations are currently conducted as far as 8 kilometers offshore, subject to mining
leases and mineral extraction licenses described below, while the mineral processing operations are conducted primarily on the surface
on land owned by ICL.
Figure
2: Location of the ICL Boulby Mine (United Kingdom)
ICL
Group Limited 173
Mining
Concessions and Lease Agreements
ICL
Boulby owns the freehold of approximately 2.41 sqkm of the mines and mineral fields in and around the mine head. These freehold mineral
fields are in the process of being registered at the Land Registry. Additional mineral fields are held on a leasehold basis, including
24 onshore and 2 offshore mineral leases, covering a total area of 809.52 sqkm. As part of an ongoing reduction of nonessential leases,
one mineral lease was intentionally relinquished during 2025. Rents and royalties are paid bi-annually (January and July), and the Retail
Price Index (RPI) is applied every three years. The next RPI rate will be applied on January 1, 2027, in accordance with the agreements.
ICL
Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses that allow for the extraction of various minerals,
along with numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on
a production royalty basis and includes provisions for the exploration and exploitation of all targeted and known polyhalite and salt
mineral resources of interest to ICL Boulby.
ICL
Boulby has been actively engaged in negotiations with the private property owners and in 2025 secured the renewal of two existing lease
agreements.
The
renewal of the remaining nine leases has been referred to the High Court of Justice in London for a decision regarding the applicable
calculation mechanism for the lease fees payable. The Company estimates that the proceedings will be concluded in the first half of 2026.
In addition to the leases subject to court proceedings, ICL Boulby also holds 15 active leases with expiration dates ranging from 2026
to 2073.
Historically,
lease renewals have not posed significant challenges. ICL Boulby believes that all land and mineral leases will be renewed as required
and expects to obtain all necessary government approvals and permits for the continued exploitation of all targeted mineral resources.
In
2022, the North York Moor National Planning Authorities (hereinafter - NYMNPA) granted planning permission for the extraction of polyhalite
and salt through 2048. As part of the approval, ICL Boulby was required to submit management plans for NYMNPA's approval. As of the reporting
date, all required plans are completed and approved.
For
further information regarding the concessions in the UK including royalties, mineral leases and licenses, and other matters, see Note
18 to the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1968, Cleveland Potash Ltd, a newly formed company jointly owned by Imperial Chemical Industries plc (50%), Charter Consolidated Ltd (37.5%)
and Anglo-American plc (12.5%), received outline planning permission to construct what became the Boulby mine. Ownership was then transferred
to Anglo American plc, who became the sole operator. Following an asset swap, Cleveland Potash Ltd was transferred to Minorco SA (a majority
owned subsidiary of Anglo-American plc). Anglo American plc, through Minorco SA remained the operator until ownership was transferred
to ICL in 2002.
ICL
Group Limited 174
ICL
Boulby’s mining operations are situated close to the western limits of the polyhalite, potash and salt deposition in the Zechstein
Basin extending inland in the UK and below the North Sea into Germany. The polyhalite seam is of the Permian Evaporite Series and is overlain
by some 800 meters to 1,300 meters of younger sedimentary rocks. The polyhalite seam comprises two zones: a western zone (Zone 1), access
to which was established in 2010 from one of the mine's main salt roadways, which is the current focus of mining operations, and an eastern
zone (Zone 2). The polyhalite seam within the main mining areas of Zone 1 averages around 15 meters in thickness. Zone 2 is under technical
review and planned operations in Zone 2 can, over time, augment and eventually supplant Zone 1.
The
ICL Boulby mine is accessed by two vertical shafts. One shaft hoists polyhalite and salt and the other provides man-riding and service
access. Mining is conducted using a modified room and pillar method which is reviewed annually to ensure optimal efficiency and effectiveness.
Mining is completed in two stages. The first is an advance/development stage in which two parallel roadways are excavated 27m apart and
with a maximum width and height of 9 meters and 4 meters, respectively. The second stage involves mining on retreat in which additional
tonnes are mined (“milled”) from the floor of the advance roadways (producing a final roadway height of 5 to 7 meters), and
from “stubs” mined into the sidewalls of the roadways.
Minerals
(polyhalite and salt) are cut by continuous miner machines and loaded at the working face into shuttle cars. The shuttle cars transport
the minerals to a feeder breaker for loading onto the mine's conveyor belt system, where it is transported to the hoisting shaft. The
minerals are then batch hoisted to the surface. Mining equipment is electrically powered, whilst support/ancillary equipment is primarily
diesel powered.
Polyhalite
hoisted to the surface is conveyed to the mineral processing facilities. Standard and granular Polysulphate® products are produced
using simple crushing and screening processes. In 2025, a total of 761 thousand tonnes of Polysulphate® were produced, which includes
Poly Standard for PotashpluS®. Research which is supported by production trials is currently ongoing and includes (but not limited
to) compaction, granulation and blending of polyhalite. We anticipate this research will enable us to deliver new high value fertilizer
products into the market.
In
addition, a compaction plant produces PotashpluS®, a 50:50 blend of Poly Standard and Standard Potash (SMOP). Potash used in PotashpluS®
is imported from ICL's operations in Spain (Cabanasses) and Israel (Dead Sea Works). In 2025, a total of 143 thousand tonnes of PotashpluS®
were produced.
The
Company also sells salt for de-icing purposes. In 2025, a total of 284 thousand tonnes of salt were sold.
The
mine uses water sourced from a combination of mains-supplied fresh water (from local utilities) approved for industrial use from state
authorities, mine brine which is pumped from various inflows to storage lagoons in the mine workings, and sea water. The mine has a stable
supply of electricity from the national grid.
ICL
Group Limited 175
Production
The
following table sets forth the amount of total mine production of polyhalite at the Company’s mine in ICL Boulby supplied to the
beneficiation plants, for the three years ended December 31, 2025, 2024 and 2023:
2025 2024 2023
Polyhalite hoisted (kt) 751 719 1,028
Total Polyhalite Production (kt) 761 721 1,009
In
2024 and 2025, polyhalite hoisted tonnes were reduced to allow increased salt hoisting, as a result of increased demand for salt sales.
Property
Value
As
of December 31, 2025, the overall book value of the property, plant and equipment of ICL Boulby amounted to about $129 million. The Boulby
mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
Company believes there are sizable resources in ICL Boulby's mine for the purpose of continued production of Polysulphate® and PotashpluS®.
Exploration by ICL Boulby is continuously on-going and includes underground exploration drilling and face sampling to provide lithology
and assay information to update the Mineral Resource model. From January 1, 2025 to October 20, 2025 a total of 51 exploration drillholes
for 12,076 meters were completed. All of the holes were sampled and assay results from 570 samples have been received from the laboratory.
From January 1, 2025 to October 20, 2025, a total of 834 face samples were collected and assayed and 4,012 probe hole gamma readings were
obtained from 637 probe holes. The planned additional exploration by ICL Boulby until the end of the fiscal year is not expected to materially
change the Mineral Resource estimate. Grade control drilling is also undertaken and is used to provide information on the location of
the boundaries of the polyhalite seam.
Mineral
Resource estimation utilizes assay results from underground exploration drillholes and face sampling. Grade control drilling is used to
aid the geological modeling of the polyhalite seam. The data is considered appropriate for use in Mineral Resource estimation and is supported
by robust quality assurance/quality control (QA/QC) procedures.
Exploration
data was used to generate top and base of seam surfaces for polyhalite domains and footwall, hanging wall and mid seam waste units using
semi-implicit modeling. Surfaces were combined to create solid volumes that formed the constraints of a sub-domained block model that
acted as the basis of the Mineral Resource estimate. The P2 and P3 polyhalite seams were further sub-domained into halitic, anhydritic
and high-grade zones based on assessment of ratios of polyhalite to anhydrite, polyhalite to halite and anhydrite to halite in the exploration
samples. A separate sub-domain, Poly East, was created with polyhalite split into high- and low-grade subdomains for a total of eight
sub-domains to control sample selection and grade estimation. Variograms were generated on a subdomain basis (High Grade, Anhydritic,
Halitic) after assessment for grade capping and optimization of estimation parameters. Orientation of search ellipses during grade estimation
was controlled by dynamic anisotropy after assessment of local variation of seam dip.
ICL
Group Limited 176
Grade
estimation was carried out for K, Ca, Mg, Na, Cl and SO4.
Estimation of the P2 and P3 polyhalite domains used ordinary kriging for K, Ca, Na and Cl while Anisotropic Inverse Distance Weighted
(Squared) was used for Mg, SO4.
All
grade estimation in the Poly East domain was by Anisotropic Inverse Distance Weighted (Squared) due to the limited and unevenly spaced
data in this area. Estimated grades were validated by visual, statistical, and graphical means on a global and local basis prior to tabulation
of the Mineral Resource estimates. Reconciliation data indicates that the resource model performs well when compared to annual plant production
data.
Mineral
Resources were classified based on geostatistical criteria, consideration of grade variability and continuity, variogram ranges, knowledge
of paleo topography and the effects of geological structure on seam continuity. Classification was initially defined using perimeters,
the extents of which were based on variogram distances. Either the full variogram range or half the variogram range was used depending
on the level of confidence in grade and seam continuity. Classification was then refined using geostatistical criteria including standard
error of kriged values, kriging variance and efficiency and slope of regression) and other criteria including average sample distance
to the estimation point, drillhole and surveys spacings, evidence of geological continuity based on mining experience, and data representativeness
and quality. No Measured Mineral Resources were classified primarily due to a lack of closely spaced drillholes (needed to predict variation
in salt content, polyhalite grade and seam position on a production panel basis). Assessment for the classification of Indicated Mineral
Resources considered the parameters described above. Where grade estimation was not carried out by ordinary kriging (Poly-East domain),
Indicated Mineral Resources were generally defined within 100m drillhole spacings with a small area defined up to 150m spacing in the
N25E area after consideration of confidence in geological and grade continuity. Remaining areas were classified as Inferred Mineral Resources
and included areas in which the seam position or grade were deemed difficult to predict.
Mineral
Resources consist of a 4- to 7-meter-thick horizon optimized for grade (% K2O)
while ensuring mining operations are matched to achievable gradients for excavation. Mineral Resources and Mineral Reserves are reported
using a cut-off grade of 12.0% K2O, which reflects the current
ability to blend, homogenize and upgrade material as part of mine sequencing and processing. K2O
is an equivalent value calculated from the estimated K based on atomic mass and ratio of K in the compound K2O.
The factor used is K2O = K x 1.2046. Polyhalite, halite
and anhydrite are theoretical values calculated from the elemental analysis under the assumption that all elemental K is contained within
polyhalite.
ICL
Group Limited 177
ICL
Boulby – Summary of Polyhalite Mineral Resources at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/Qualities (K2O) Cut-off grades (K2O) Metallurgical recovery (K2O)
Measured mineral resources - - 12% 100%
Indicated mineral resources 45.8 13.7%
Measured + Indicated mineral resources 45.8 13.7%
Inferred mineral resources 20.8 13.9%
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Boulby and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Resources is in-situ. Mineral Resources are reported exclusive of Mineral Reserves
(4) Mineral Resources are 100% attributable to ICL Boulby.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Mineral Resources are estimated using a regression equation derived from elemental analysis and density measurements. An average dry density of 2.74 g/cm3 has been estimated for the reported Mineral Resources.
(7) Mineral Resources are estimated using a three-year average product price of $204/t FOB, which includes a range of products, and an exchange rate of £0.78 per dollar.
As
of December 31, 2025, ICL Boulby had 66.6 Mt of Mineral Resources compared to 51.3 Mt as of December 31, 2024, an increase of 15.3 Mt
mainly due to ongoing exploration in 2025, partially offset by a conversion of resources to reserves. The Mineral Resources Estimate for
ICL Boulby is based on factors related to geological and grade models and the prospects of economic extraction. For further discussion
of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.2 to the 2024
Annual Report.
ICL
Group Limited 178
Mineral
Reserve Estimate
The
Probable Mineral Reserves are declared only for the Boulby Zone 1 area. The Mineral Reserve estimate has been derived from Indicated Mineral
Resources included within the life of mine plan which have converted to Probable Mineral Reserves by applying Modifying Factors.
ICL
Boulby – Summary of Polyhalite Mineral Reserves at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/Qualities (K2O) Cut-off grades (K2O) Metallurgical recovery (K2O)
Proven mineral reserves - - 12% 100%
Probable mineral reserves 8.6 13.9%
Total mineral reserves 8.6 13.9%
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Reserves were estimated by ICL Boulby and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Reserves is defined at the point where ore is delivered to the processing plant.
(4) Mineral Reserves are 100% attributable to ICL Boulby.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding
(6) A minimum mining height of 5m was used.
(7) Mineral Reserves are estimated using a three-year average product price of $204/t FOB, which includes a range of products, and an exchange rate of £0.78 per dollar.
As
of December 31, 2025, ICL Boulby had 8.6 Mt of polyhalite Mineral Reserves compared to 7.4 Mt as of December 31, 2024, an increase of
1.2 Mt mainly due to a conversion of resources to reserves, partially offset by our continuing mining operations.
Based
on Mineral Reserves of 8.6 million tonnes, the life of mine schedule for ICL Boulby runs from 2026 to 2035 (inclusive). Further work based
on the current Mineral Resource of 66.6 Mt is expected to extend the life of mine.
The
Mineral Reserve Estimate for ICL Boulby may be impacted by additional exploration that could alter the geological database and model of
mineralization. Material assumptions regarding the technical parameter analysis, forecasted product prices, production costs, permitting
decisions, or other factors may positively or negatively affect the reserves estimates. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.2 to the 2024 Annual Report.
ICL
Group Limited 179
Logistics
The
Boulby mine is connected to the national road network and has easy access to train transportation routes. Pursuant to agreements with
the North York Moors National Park Authority, the total transport movements by means of the network of roads to and from site to site
are limited to a maximum of 150 thousand tonnes per year and a maximum of 66 trucks per day (no road movements are allowed on Sundays
or public holidays). This limitation does not interfere with the future production of ICL Boulby considering its commitment to maintain
the rail link to Teeside. ICL Boulby is in full compliance with all the requirements.
The
rail load-out products are transported on an ICL Boulby-owned rail line which extends approximately eight kilometers from the mine entrance
to a junction with the national rail network, and from there the products continue to Teesport, Middlesbrough, via the Network Rail Company,
the owner and operator of the main rail line.
Up
to eight trains per day transport Polysulphate®, PotashpluS and rock salt to Teeside. Most of the Polysulphate® output is used
as a component of agricultural fertilizers, where volumes are exported by sea from the Teesport seaport to customers overseas and in the
UK.
Rock
salt is taken by train to Teeside and transported overseas by ship or directly by trucks to local UK authorities for de-icing roads.
ICL
Boulby leases and operates three principal storage and loading facilities: the Teesdock facility, which is a terminal located at Teesport,
and two additional storage facilities that are connected to the main rail line – Cobra and Ayrton Works in Middlesbrough.
United
Kingdom Concession - Everris
A
UK subsidiary within the Growing Solutions segment (hereinafter – Everris Limited) owns peat mines in the UK (Creca, Nutberry and
Douglas Water). Peat is used as a component in the production of professional growing media. The extraction permits for Creca site are
valid until the end of 2051, and the site is currently operational. However, mining activity at the Nutberry and Douglas Water sites ceased
in 2024, following the expiration of their respective permits. Restoration activities at these sites have commenced and are currently
ongoing.
ICL
Group Limited 180
ICL
Iberia
Overview
The
Company's potash mining operations in Spain are carried out by ICL Iberia and marine transportation is performed by Trafico de Mercancias
(a wholly owned subsidiary of ICL Iberia). ICL Iberia holds mining rights for two underground potash mines, Cabanasses and Vilafruns,
located in Catalonia in northeast Spain. As part of the Company's strategic decision to concentrate its production at the Súria site
(Cabanasses mine), in June 2020 ICL Iberia consolidated its sites and potash production at the Sallent site (Vilafruns mine) was discontinued.
The Vilafruns mine has been maintained on a care and maintenance basis since June 2020. As a result, the Company operates only at the
Cabanasses mine, which is located in the town of Súria in Catalonia, Spain, approximately 12 kilometers north of the district capital
of Manresa in the Cardener river valley. The Cabanasses mine is approximately centered on the geographic coordinates: latitude 41°50’27”N
and longitude 01°45’07”E. The Vilafruns mine is approximately centered on the geographic coordinates: latitude 41°50’25”N
and longitude 01°52’39”E.
The
mines are located within the Catalan Potash Basin, a sub basin in the northeast of the Ebro Basin which extends along the southern flank
of the Pyrenees through eastern Spain. Sylvinite, consisting of a mixture of potash (sylvite or KCl) and salt of late Eocene age occurs
in two seams (Seams A and B) which are vertically separated by 3 to 6 meters and found at depths of approximately 730 to 1,000 meters
below the surface. At Cabanasses, mining of sylvinite is conducted according to a modified room and pillar method before being transported
by conveyor to the surface. Potash is then separated from salt at a processing plant located near the mine. The mine site is served by
roads/railways and is near major highways. Potash in Súria was first discovered in 1912 and its commercial development began in 1920.
ICL acquired the mines in 1998.
Figure
3: Location of Cabanasses and Vilafruns Mines (Spain)
ICL
Group Limited 181
Mining
Concessions and Lease Agreements
While
ICL Iberia owns the land on which surface facilities are located, ICL Iberia conducts its mining activities in Spain pursuant to concessions
granted to it by the Spanish government which owns all the underground mining rights. ICL Iberia was granted mining rights under Spanish
government legislation enacted in 1973, along with its accompanying regulations. Pursuant to the special mining regulations, ICL Iberia
received individual licenses for each of the 126 different sites relevant to its current and future mining operations. Some of these licenses
are valid until 2037, while the remainder are effective through 2067. Although the lease for the "Reserva Catalana", an additional site
where mining did not commence, formally expired in 2012, according to the Spanish authorities, the aforementioned lease agreement remains
valid until a final decision is made regarding the renewal. ICL Iberia currently has no intention of using the “Reserva Catalana”
zone in the short to medium-term.
A
total of 126 concessions for the extraction of rock salt and potash awarded to ICL Iberia cover the Cabanasses and Vilafruns operations
covering an area of 42,489 hectares (425sqkm) in the province of Barcelona, and 26,809 hectares (268sqkm) in the province of Lerida. As
required by law, the concessions are to be renewed prior to their expiration date. As part of a renewal process, the Company is required
to prepare and present a basic technical report describing the intended use of the mines. If a concession expires, a bidding process will
be initiated. ICL Iberia applies in advance for the renewal of mining concessions and, to date, has experienced no difficulties in renewing
them.
For
further information, see Note 18 to the Audited Financial Statements.
Operations
The
ICL Iberia mines have a long history of operations with commercial development commencing in Súria in 1929 and continuing under various
owners. In 1986, the operations were merged into the state-owned company Súria K. In 1992, the group became Grupo Potasas and privatization
of the operations commenced. Grupo Potasas was purchased by ICL Iberia in 1998.
The
Cabanasses mine is accessible by two shafts and a decline. The potash seams are extracted underground using continuous miner machines
and transported by a series of conveyors to the Súria processing plant, located at the surface, where it is processed to separate
the potash and salt.
The
shafts are used for worker access and ventilation while mined material is transported via the decline. The mining method used to extract
the seams is a modified ‘room and pillar‘ method. The potash seams and salt horizons do not require drilling or blasting and
are mined using electric powered continuous miner machines, equipped with a moveable boom-mounted rotary cutting head. The cuttings are
collected and fed into a conveyor that discharges the mined material to the rear of the machine, where it is loaded into 25 tonne diesel-powered
haul trucks. The trucks haul the material to ore passes where it is vertically transferred to the development level below and an internal
conveyor system transports it to the decline. The five-kilometer decline is installed with a conveyor that transports the mined material
to the Súria processing plant. In 2025, a total of 3,449 thousand tonnes of ore were transported to the plant. In addition, the conveyor
is also used to batch transport some salt mined during development of the underground access tunnels within the development level.
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The
mineral processing includes crushing, grinding, desliming, froth flotation, drying and compacting. There are separate warehouses for the
final standard and granular potash products. In addition, there is a vacuum salt plant that produces industrial salt (UVS), specialty
salt (SP Salt) and pure potash, and a rock salt facility that produces salt for de-icing purposes. In 2025, a total of 805 thousand tonnes
of potash were produced (including 27 thousand tonnes of pure potash). In addition, 450 thousand tonnes of industrial salt, 138 thousand
tonnes of specialty salt and 514 thousand tonnes of rock salt were also produced.
The
power utilized by the Spanish mining operations is purchased from third party electric companies and is generally produced from green
energy sources.
The
annual production capacity of the Súria processing plant is around 1.1 million tonnes of potash product. Mining operations at the
Cabanasses mine continue to ramp up to meet the processing plant capacity.
Due
to Vilafruns being placed on a care and maintenance basis in June 2020, and with the expectation that the Sallent site will be vacated,
the resources at this mine have remained static over the past six years. Vilafruns is not considered material to the Company’s business
or financial condition.
Production
The
following table sets forth the amount of the total mine production of potash at the Súria plant in ICL Iberia, for the three years
ended December 31, 2025, 2024 and 2023:
Potash Production at Súria Plant, ICL Iberia
2025 2024 2023
Ore hoisted from Cabanasses mine (kt) 3,449 3,247 2,795
Head Grade % KCl 26.0% 26.7% 24.3%
KCl Produced (kt) 805 802 601
Product Grade % KCl 95.0% 95.5% 95.5%
Property
Values
As
of December 31, 2025, the overall book value of the property, plant, equipment and surface installations of the Súria and Sallent
sites amounted to $616 million, and the Villafruns mine has been fully impaired.
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Mineral
Resource Estimate
Mineral
Resource estimation involves the creation of a computerized geological block model using the drilling data from underground drilling campaigns
and from exploratory surface drilling. At Cabanasses, underground drilling is carried out on a regular basis. From January 1, 2025, to
October 15, 2025, a total of 84 underground exploration drillholes relating to 30,240 meters were completed and used to collect 549 samples
for assaying. The planned additional underground exploration drilling by ICL Iberia from the conclusion of this period to the end of the
fiscal year is not expected to materially change the Mineral Resource estimate. Surface drilling has been conducted at different times
over the last few decades. No surface drilling was undertaken in 2025.
The
KCI grade is interpolated into the block model using an inverse distance method (ID2). Zones that are potentially mineable are defined,
considering the thickness, the grade, and the structure of the sylvinite seams. Mineral Resource classification was established using
wireframe perimeters within the extents of the modelled mineralization. The Mineral Resource classification methodology considers the
confidence in the drillhole data, the geological interpretation, geological continuity, data spacing and orientation, spatial grade continuity
and confidence in the Mineral Resource estimation process. Areas identified as being below a cut-off grade of 10% KCl and areas of low
seam thicknesses are considered by ICL Iberia to not have economic potential and are excluded from the Mineral Resource estimate.
Measured
Mineral Resources are classified based on a drill spacing of 80m – 100m. Indicated Mineral Resources are classified based on a drill
spacing of up to 1,700m and within areas covered by seismic survey. Inferred Mineral Resources include the remaining area of the licenses
and covered by seismic survey with some limited surface drilling.
Cabanasses
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (KCl) Cut-off grades (KCI) Metallurgical recovery (KCI)
Measured mineral resources 100.9 25.6% 10% 86.5%
Indicated mineral resources 67.4 24.7%
Measured + Indicated mineral resources 168.3 25.2%
Inferred mineral resources 241.2 27.4%
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Iberia and reviewed and accepted by SLR.
(3) The point of reference for Mineral Resources is in-situ. Mineral Resources are reported exclusive of Mineral Reserves.
(4) Mineral Resources are 100% attributable to ICL Iberia.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Mineral Resources are estimated using an average dry density of 2.1 t/m3.
(7) Mineral Resources are estimated using a medium-long term potash price of $373/t FOB and an exchange rate of €0.88 per US dollar.
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Group Limited 184
As
of December 31, 2025, Cabanasses had 409.4 Mt of potash Mineral Resources compared to 378.1 Mt as of December 31, 2024, an increase of
8% mainly due to exploration drilling in 2025, partially offset by conversion of resources to reserves resulting from exploratory drilling
in 2025.
The
Mineral Resources estimate for Cabanasses is based on factors related to geological and grade models, as well as the prospects of economic
extraction. For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary
filed as Exhibit 15.3 to the 2024 Annual Report.
Vilafruns
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (KCl) Cut-off grades (KCI) Metallurgical recovery (KCI)
Measured mineral resources 12.6 31.0% 10% 86.5%
Indicated mineral resources 9.4 32.1%
Measured + Indicated mineral resources 22.0 31.5%
Inferred mineral resources 30.7 28.9%
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Iberia and reviewed and accepted by SLR.
(3) Mineral Resources are reported in-situ and are exclusive of Mineral Reserves.
(4) Mineral Resources are 100% attributable to ICL Iberia.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Mineral Resources are estimated using an average dry density of 2.1 t/m3.
(7) Mineral Resources are estimated using a medium-long term potash price of $373/t FOB and an exchange rate of €0.88 per US dollar.
As
of December 31, 2025, Vilafruns had 52.7 Mt of potash Mineral Resources which was unchanged from the 52.7 Mt as of December 31, 2024,
due to the Sallent site being put into care and maintenance in 2020. The Mineral Resources estimate for Vilafruns is based on factors
related to geological and grade models and the prospects of economic extraction. For further discussion of the material assumptions relied
upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.3 to the 2024 Annual Report.
Mineral
Reserve Estimate
Mineral
Reserve estimation used the geological block model and application of Modifying Factors based on historic data for “dilution”,
“mining recovery” and “cut-off grade” of 19% KCl etc. This data is provided to the Mine Planning Department to
spatially define the mine planning of access tunnels to all mineable blocks and then mining fleet activity scheduling to plan the life
of the mine.
The
parameters used in determining the cut-off grade take into consideration geology (continuity, structure), mining method, mining recovery,
mining dilution, plant recovery, technical feasibility, operating costs, and historical, as well as forecasted product prices. The cut-off
grade calculations are made by economists in ICL Iberia’s finance department. The calculation considers a medium-to-long-run forecast
of selling prices, costs and expected ore production.
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Group Limited 185
The
Proven and Probable Reserves take into consideration the cut-off grade criteria detailed above. The mining recovery and dilution factors,
which are required in the conversion of resources to reserves take into consideration the mining method and the geological conditions
in the mine and consist of historical yield data based on 20 years of operations at the mines. The mining recovery ranges from approximately
25% to 60% by ICL Iberia’s “room and pillar” modified layout. The reserve quantity (in tonnes) and grade are quoted
as those that are expected to be delivered to the processing plant and are subject to metallurgical recovery factors. Metallurgical recovery
factors consist of historical yield data and are based on operational experience. A processing plant recovery of 86.5% is used and is
unchanged since 2022. The final product is 95% KCl to avoid quality losses.
Cabanasses
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (KCl) Cut-off grades (KCI) Metallurgical recovery (KCI)
Proven mineral reserves 38.5 24.5% 19% 86.5%
Probable mineral reserves 55.0 25.8%
Total mineral reserves 93.5 25.3%
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Reserves were estimated by ICL Iberia and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Reserves is defined at the point where ore is delivered to the processing plant.
(4) Mineral Reserves are 100% attributable to ICL Iberia.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) A minimum mining height of 5m was used.
(7) Mineral Reserves are estimated using medium-long term potash price of $350/t FOB and an exchange rate of €0.88 per US dollar.
As
of December 31, 2025, Cabanasses had 93.5 Mt of potash Mineral Reserves compared to 95.3 Mt as of December 31, 2024, a net decrease of
2% mainly due to our continuing mining operations, partially offset by a conversion of resources to reserves resulting from exploratory
drilling in 2025.
Based
on Mineral Reserves of 93.5 million tonnes the life of mine schedule for Cabanasses runs from 2026 to 2046 (inclusive).
There
are no Mineral Reserves for Vilafruns as of December 31, 2025, which is unchanged since December 31, 2021, due to the discontinuation
of activity at the Sallent site and the Vilafruns mine being put into care and maintenance. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.3 to the 2024 Annual Report.
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Group Limited 186
Logistics
ICL
Iberia transports the excavated ore by conveyor belt from the Cabanasses mine to the Súria processing plant. The final products,
potash and salt, are transported from the Súria processing plant to local customers by trucks, and via railway to Barcelona port
to the overseas markets.
A
designated railway line is used to transport potash and salt from the Súria processing plant to the Barcelona port. ICL Iberia’s
shipments are made via a terminal it owns at the port. In addition, ICL Iberia owns and maintains approximately 1.5 kilometers of standard
gauge railway at the Súria site that connects to the regional rail network. In 2025, up to four trains left daily each with a total
payload capacity of 840 tonnes, spread over up to 21 freight cars. The rail route for product transport from Súria to the terminal
in the port of Barcelona is about 80 kilometers. The train traction engine and part of the bulk freight car rolling stock is operated
by the owner and operator FGC (Ferrocarrils de la Generalitat de Catalunya).
ICL
Iberia owns and operates its own facilities at the Port of Barcelona through its wholly owned subsidiary, Tráfico de Mercancias,
S.A. (Tramer). The facilities include bulk potash and salt storage warehouses, including freight car and rail truck conveyor unloading
facilities, within an area of 80,492 square meters divided into three zones. In 2025, ICL Iberia exported around 1 million tonnes of potash
and salt products through the port.
Rotem
Amfert Israel (ICL Rotem)
Overview
ICL
Rotem, a limited liability company and wholly owned subsidiary of ICL, operates three open-pit phosphate mining sites comprising the Rotem
operation in the Negev Desert region of southern Israel, each with its own beneficiation plant. The Rotem operation includes the large-scale
sites at Oron and Rotem. In addition, in 2024, ICL resumed limited mining activities at Zin. The Rotem site is located approximately 17
kilometers to the south of the town of Arad and east of the town of Dimona, at approximately latitude 31°04’00”N and
longitude 35°11’50”E. The Oron and Zin sites lie to the southeast of the town of Yeruham. The Oron site is approximately
centered on the geographic coordinates of latitude 30°54’00”N and longitude 35°00’59”E. The Zin site
is approximately centered on the geographic coordinates: latitude 30°50’35”N and longitude 35°05’22”E.
These sites are accessible by road and rail.
Figure
4: Location of the Rotem, Oron, Zin, and DSW Properties (Israel)
Israel
has a well-established and high-quality road network, making travel and access within the country, and to ICL properties, straightforward
and efficient. The Rotem site is 150 kilometers by road from Ashdod, a Mediterranean port, via Route 258 and Highways 25 and 40. The Oron
site is located 30 kilometers southwest of Rotem and is linked to Rotem via Route 206, which joins Highway 25. The Zin site is 10 kilometers
east of Oron and is located at the end of the current rail network in the Negev desert. It is linked to Oron by Route 227 and by an internal
private haul road. All three sites of ICL Rotem are connected by rail to the port of Ashdod on the Mediterranean and by road to the port
of Eilat on the Red Sea. Exports are mainly handled via Ashdod, where ICL has its own dedicated facilities, though exports to Asia Pacific
are typically handled via Eilat.
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Group Limited 187
Mining
Concessions and Lease Agreements
ICL
Rotem has been mining phosphates in the Negev in Israel for more than sixty years. The mining activities are carried out pursuant to a
phosphate mining concession granted by the Supervisor of Mines under the Mines Ordinance, as required by Israel’s Ministry of Energy.
In addition to the concession, ICL Rotem operates under authorizations issued by the Israel Lands Authority (the Authority). The concession
relates to quarries (of phosphate rock), whereas the authorizations cover the use of land as active mining areas.
On
December 29, 2024, ICL Rotem was granted a new mining concession which covers an area of 177.8 sqkm and includes the fields of Rotem,
including Hatrurim, Zafir Field, and Oron-Zin, as well as an area of approximately 0.3 sqkm to the north of Oron (“Oron North”),
for a period of 20 years, effective January 1, 2025, through December 31, 2044, provided that the mining operation continues to be on
a commercial viable basis. The concession was granted following a competitive process conducted by Israel Ministry of Energy and Infrastructure.
The Company has also been granted an exploration license for all the phosphate sites in the New Concession.
As
of the reporting date, ICL Rotem has one lease agreement in effect until 2041. In addition, the Company has two other lease agreements:
one for the Zin plant, which expired in 2024 and is currently under renewal process with the Land Authority, and another for the Oron
plant, which expired in 2017. Regarding the Oron plant, the Land Authority has agreed to renew the lease until the end of 2044, and the
parties are in the process of entering into a new lease agreement. In addition, the Land Authority has extended the current mining permit
agreement until a new agreement enters into force under the new concession.
Mining
Royalties
As
part of the terms of the concessions, in respect of mining of phosphate, ICL Rotem is required to pay the State of Israel royalties based
on a calculation as stipulated in the Israeli Mines Ordinance.
In
accordance with the Mines Ordinance (Third Addendum A), the royalty rate for production of phosphates is 5% of the value of the quarried
material.
Under
the terms of the concessions and in order to continue to hold the concession rights, ICL Rotem is required to comply with additional reporting
requirements, in addition to the payment of royalties.
Planning
and Building
The
mining and quarrying activities require a zoning approval of the site based on a plan in accordance with Israel’s Planning and Building
Law, 1965. Such plans are updated, as needed. As of the reporting date, there are several requests at various stages of deliberation pending
for consideration by planning authorities.
In
2016, the Southern District Committee for Planning and Construction approved a detailed site plan for mining phosphates in the Zin-Oron
area (the Plan). The Plan, which covers an area of about 350 square kilometers, will permit the continued mining of phosphate located
in the Zin valley and in the Oron valley for a period of 25 years or until the exhaustion of the raw material – whichever occurs
first, with the possibility of an extension (under the authority of the District Planning Board). In addition, in May 2025, a new mining
plan for the northern Oron area, covering approximately 0.3 square kilometers, was approved.
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Group Limited 188
The
Company is making efforts to promote suitable alternatives for additional resources that will secure its future phosphate operations at
ICL Rotem. As part of these efforts, the Company continues to advance several pilot development projects to adapt the usage of different
grade types of phosphate rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves.
In addition, it is working to advance future mining of phosphate rock in other areas, subject to permits and approvals,
such as a plan to mine phosphates in Barir field, which is located in the southern part of the South Zohar deposit in the Negev Desert.
Currently no mining concession exists for this area. There is no certainty regarding the timelines for the submission of the plan, its
approval, or further developments with respect to the Barir field site.
For
further information regarding ICL Rotem’s royalties, planning and building proceedings, leases, and other matters, see Note 18 to
the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1952, Negev Phosphate Corporation was founded at Oron. In 1966, Arad Chemical Industries was formed and specialized in the production
of phosphoric acid. Both companies were owned by the Israeli government, which formed a new holding company, Israel Chemicals Ltd. In
1975, Negev Phosphate Corporation and Arad Chemical Industries merged under the Negev Phosphate name. Following this, a new subsidiary
company was created, Rotem Fertilizer Corporation, which began production of fertilizers and phosphoric acid. In 1977, the Zin mine and
beneficiation plant were constructed. In 1982, Israel Chemicals Ltd. acquired Amsterdam Fertilizers (Amfert) and in 1989, Amfert was merged
with Rotem Fertilizer Corporation under the name Rotem Amfert Group. In 1991, Negev Phosphate Corporation and Rotem Amfert Group were
merged under the name Rotem Amfert Negev Ltd., thereby combining all of Israel Chemicals Ltd.’s phosphate operations in the Negev
desert.
Rotem,
Oron and Zin comprise large open pit phosphate sites in the southern part of Israel in the Negev region. ICL Rotem currently operates
large-scale mining operations at Oron and Rotem, while limited mining activities are currently undertaken at Zin. The Company began operations
at Oron in the 1950s and at Rotem and Zin in the 1970s.
The
deposits are part of the Mediterranean phosphate belt extending from Turkey, through Jordan and Israel, and westward through Egypt, Tunisia
and Morocco. The deposits are of Campanian age (83.5 to 71 million years ago) and formed as stratiform sedimentary deposits on an ocean
margin. Each of the said fields in Israel has a similar layered structure and geological composition, with the phosphate preserved as
relatively thin seams along the margins and within the axes of two northeast to southwest trending asymmetrical synclines (basins or trough-shaped
folds). Oron and Rotem lie within a single syncline located northwest of the Zin syncline. The three deposits have been proved over extensive
distances in terms of length (Rotem 10 kilometers, Oron 16 kilometers and Zin 22 kilometers) and width (4 kilometers each).
The
phosphate seams are overlain by overburden consisting of a layer of alluvium and conglomerates, followed by a thick layer of marl and/or
oil shale with a phosphatic-limestone caprock layer below. The thickness of the overburden is generally 10 to 50 meters but can reach
70 meters. The caprock is a consistent marker horizon that defines the contact with the phosphate rock. Three main phosphate seams are
present at Rotem and Oron, while at Zin up to five are present. The seams are typically 1 to 4 meters in thickness. Bands of interburden
up to 1 meter thick are found between the seams and include chert, marl and limestone. Both the caprock and interburden can contain phosphate,
although this is generally of lower grade and considered non-economic. The phosphate deposits are underlain by a sequence of marls, limestone
and chert.
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The
method of mining in ICL Rotem is by conventional open pit methods. Mining at Oron and Zin is undertaken by a contractor while Rotem uses
a combination of owner and contractor mining. Overburden is removed using drilling and blasting (where required) or free digging by hydraulic
excavators. Material is loaded into rigid dump trucks and transported to waste dumps, which include mined out areas of the pits where
it is used for on-going restoration works. The phosphate seams are selectively mined using dozers with rippers that make 0.5 meter deep
cuts into the phosphate rock. The phosphate is then pushed by the dozers into small stockpiles for loading by front end loaders or hydraulic
excavators into trucks and transported to the beneficiation plants. Each mine site has varying layers and thicknesses of overburden, interburden
and phosphate rock, so that the size of the mining equipment conforms to the mining sites and the operating requirements. The Company
is committed to ongoing restoration work, as it has done to date, at all of its mine sites.
All
three sites have associated beneficiation plants, which include crushing, grinding and flotation processing methods. The beneficiation
plants at Rotem and Oron are currently operational, while processing operations at the Zin beneficiation plant were discontinued in 2020.
At the Rotem site (located in Mishor Rotem), additional processing facilities are present and include: two sulphuric acid plants, three
green phosphoric acid plants, a white phosphoric acid plant, three superphosphate plants, two granular fertilizer plants, an MKP plant
and a Pekacid plant. Most of the production is used to produce phosphoric acid and fertilizers. The plants at Mishor Rotem are powered
primarily from electricity generated by the Company at its sulphuric acid plants, as well as from gas combustion from the national gas
network (which recently replaced oil shale) and by the national grid. All the power utilized by the Oron beneficiation plant is purchased
from the national grid in Israel. All water used by the site is supplied and approved for industrial use by the state authorities.
The
deposits are classified by ICL Rotem mainly based on the amount of organic material present in the phosphate rock. Central areas of the
deposits are generally associated with higher levels of organics while lower organic contents are generally found towards the deposit
margins. The organic content dictates the processing methods and final products. The following classification of phosphate ores is used:
White (<0.25% organic matter), Low Organic (0.25 to 0.35% organic matter), Brown and High Organic (>0.35 to 1.0% organic matter)
and Bituminous (>1.0% organic matter).
Based
on the availability of these ores, the production scenario used by ICL Rotem in 2025 was as follows:
• White phosphoric acids
- White phosphate rock from Oron is mined and processed at the Oron beneficiation plant, and the resulting phosphate concentrate is transported to the Rotem plant for further processing into higher value-added products, including white phosphoric acids for food applications. The white phosphate rock reserves at Oron are mostly depleted. Beginning in 2027, the remaining white phosphate rock at Oron will be mined until 2030 and will be used to produce specialty fertilizers.
- To maintain current production levels, mining of the available bituminous phosphate rock at Rotem, which is used to produce white phosphoric acid, is planned to continue until the end of 2029. The remaining bituminous phosphate rock at Rotem will be allocated to produce other products including specialty fertilizers during 2030. Overburden containing layers of oil shale is stripped to allow access to the underlying bituminous phosphate rock. An upper limit of around 20% of the total overburden will be allowed to contain oil shale and this will be transported to designated waste dumps and capped using marl rock.
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Group Limited 190
• Green phosphoric acids
- Low organic phosphate rock from the Rotem mine is processed at the Rotem plant to produce green (impure) phosphoric acids for agricultural applications. This activity is planned to continue through the end of 2026.
- The Oron beneficiation plant is being reconfigured to allow the mining and processing of brown and low organic phosphate rock at Oron, with the resulting phosphate concentrate transported to the Rotem plant for use in the production of green phosphoric acid through 2040.
• Fertilizers
- Bituminous phosphate rock from the center of the Rotem deposit is mined and utilized for fertilizer production at the Rotem plant, and this activity is planned to continue through the end of 2029. The remaining bituminous phosphate rock at Rotem will be allocated to produce other products including specialty fertilizers during 2030. Although significant bituminous phosphate resources exist in the deeper parts of the Rotem deposit, only limited mining of this occurred due to the presence of thick overburden (10 to 50 meters) containing horizons of oil shale. The oil shale contains 12% to 21% organic matter and is susceptible to self-combustion when exposed during mining operations.
- Starting 2030, since the bituminous phosphate rock for fertilizers will be depleted, brown phosphate rock from Oron will be used to produce additional green phosphoric acid and fertilizers by processing in the Rotem beneficiation plant.
• Small scale mining at Zin of approximately 0.2 Mtpa of low organic phosphate rock is planned to continue for the life of mine using in-pit crushing and screening and final processing at the Oron beneficiation plant.
The
changes to the operation are based on successful pilot plant testwork conducted in 2024 and 2025 that included 316 kt of brown phosphate
and 671 kt of bituminous phosphate processed through the existing plants to produce green and white phosphoric acids, respectively.
For
further information and description of certain risks relating to the mining operation at the Negev Desert, see Note 18 to the Audited
Financial Statements and “Item 3 - Key Information— D. Risk Factors”, respectively.
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Company’s mines in the Negev Desert supplied
to the beneficiation plants for the three years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
Tonnes mined (kt) 3,654 5,808 5,770
Grade (%P2O5 before / after beneficiation) 23% / 31% 23% / 31% 25% / 32%
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Group Limited 191
The
following table sets forth the approximate amounts of products produced after processing by our operations in the Negev Desert for the
three years ended December 31, 2025, 2024 and 2023:
Product Produced After Processing at ICL Rotem (kt)
2025 2024 2023
Phosphate Rock* 2,211 2,375 2,309
Green Phosphoric Acid 513 503 520
Fertilizers 1,017 1,024 1,033
White Phosphoric Acid 167 154 150
Specialty Fertilizers 95 100 78
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at the Rotem acid and
fertilizer facilities.
Property
Values
As
of December 31, 2025, the overall book value of the property, plant and equipment of ICL Rotem, amounted to about $914 million. The ICL
Rotem operations use modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
deposits have been extensively explored by surface exploration drilling using rotary percussion methods. Core drilling is occasionally
undertaken when additional geological information is required. Mineral Resources are estimated using lithology and assay information from
exploration drilling. At Oron, a total of 1,943 drillholes for 37,055m have been drilled and produced 4,544 composite samples. At Rotem,
a total of 1,515 drillholes for 68,852m have been drilled and produced 2,851 composite samples. At Zin, a total of 2,126 drillholes for
43,924m have been drilled and produced 5,449 composite samples. All samples were analyzed for P2O5.
Drilling
is initially undertaken on 200 to 250 meters spacing and then infilled on 50 to 70 meters spacing where needed. Rock chip samples or core
samples are logged and collected by ICL Rotem’s geologists and sent to the Oron preparation facility before chemical analysis at
the Rotem laboratory. Chemical analysis includes P2O5
and all potential contaminant elements.
The
ICL Rotem geological department uses geographical information system software and mining software to create geological models for each
of the phosphate deposits based on the drillhole logging information and assay data. Wireframe surfaces are created for each of the phosphate
seams and interburden with further sub-division as required. The models include overburden which is used in the calculation of strip ratios.
Grade
estimation of P2O5
and the contaminant elements within the phosphate seams is undertaken using inverse distance weighting estimation. The geological models
are depleted annually to account for mining.
In
determining the resources and reserves, cut-off grades of 20% to 25% P2O5
were applied, depending on the processing characteristics of the phosphate rock and the existing and planned beneficiation processes.
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Group Limited 192
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2025.
Category White Phosphate Low Organic Phosphate High Organic & Brown Phosphate Bituminous Phosphate Total Grades/ Qualities Cut-off grades Metallurgical recovery
(millions of tonnes) (P2O5)
Rotem Measured - 17.0 - 61.0 78.0 28.7% 25% 54% and 69%
Indicated - - - - - -
M + Ind - 17.0 - 61.0 78.0 28.7%
Inferred - - - - - -
Zin Measured - 11.8 10.0 24.3 46.1 25.3% 23% 56%
Indicated - - - - - -
M + Ind - 11.8 10.0 24.3 46.1 25.3%
Inferred - - - - - -
Oron Measured - - 10.9 33.0 43.9 24.0% 20% 59% and 60%
Indicated - - - - - -
M + Ind - - 10.9 33.0 43.9 24.0%
Inferred - - - - - -
Total Measured - 28.8 20.9 118.3 168.0 26.5%
Indicated - - - - - -
M + Ind - 28.8 20.9 118.3 168.0 26.5%
Inferred - - - - - -
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Rotem and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Resources is in-situ. Mineral Resources are reported exclusive of Mineral Reserves.
(4) Mineral Resources are 100% attributable to ICL Rotem.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Mineral Resources are estimated using average dry densities ranging from 1.8 to 1.9 t/m3.
(7) Mineral Resources are estimated using an average of the previous three years’ prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products, and exchange rates of NIS 3.61 per US dollar and €0.88 per US dollar.
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As
of December 31, 2025, ICL Rotem had 168.0 Mt of phosphate resources compared to 166.0 Mt as of December 31, 2024, an increase of 2.0 Mt
which mainly resulted from exploration drilling, partially offset by conversion of resources to reserves at north Oron.
The
Mineral Resources estimate for ICL Rotem is based on factors related to geological and grade models and the prospects of economic extraction.
For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit
15.4 to the 2024 Annual Report.
Mineral
Reserve Estimate
Mineral
Resources are converted to Mineral Reserves by application of Modifying Factors including geological factors (continuity and structure),
mining methods, mining recovery and dilution, beneficiation methods and metallurgical recoveries, technical feasibility, operating costs,
restoration costs and product revenues. These factors are used by ICL Rotem to calculate P2O5
cut-off grades and identify potential mining blocks. The strip ratio of overburden to phosphate rock is also considered when converting
resources to reserves. In addition, an upper limit of around 20% oil shale in the total overburden is used to define the reserves at Rotem.
The
quantity and grade of the calculated reserves are those that are expected to be delivered to the beneficiation plants and are subject
to metallurgical recovery factors. The Oron and Rotem beneficiation plants have been developed over the past few decades for the optimum
upgrading of the phosphate rock to concentrate containing typically 31% to 32% P2O5.
The Zin beneficiation plant will not be used for processing the reserves.
The
life of mine of the ICL Rotem operation is as follows:
• Rotem site: The life of mine at Rotem runs from 2026 to 2030 based on 12.3 Mt of reserves of bituminous phosphate, with an annual average mining rate of 2.5 Mt. From 2026 to 2029, 10.1 Mt will be used to produce white phosphoric acid and fertilizers while the remaining reserves will be allocated to produce other products including specialty fertilizers in 2030. Reserves of bituminous phosphate are only reported for areas in which the total overburden required to be mined contains a maximum of around 20% oil shale. Significant resources (61.0 Mt) of bituminous phosphate are present beneath overburden containing higher amounts of oil shale and the Company plans further technical studies to assess the potential for mining and stockpiling this overburden.
• Oron site: The life of mine at Oron runs from 2026 to 2040 (inclusive) based on 56.1 Mt of reserves of brown and low organic phosphate, of which 0.6 Mt will be mined in 2026 and 28 Mt will be mined in the years 2027-2040 at an annual average mining rate of 2 Mt. In the years 2030-2040, 27.5 Mt of brown phosphate rock will be transported to Rotem beneficiation plant for processing to produce additional green phosphoric acid and fertilizers at an annual average mining rate of 2.7 Mt. In addition, 2.8 Mt of reserves of white phosphate rock will be mined from 2026 to 2030.
• Zin site: The life of mine at Zin runs from 2026 to 2040 (inclusive) based on: reserves of 3 Mt of low organic phosphate for small-scale product sales (using minor mining operation equipment located inside the open pit without utilizing the Zin beneficiation plant). Additional resources (11.8 million tonnes) of low organic phosphate are available at Zin should these be required by the Company in the future.
According
to the Reserves estimates as of December 31, 2025, the ICL Rotem operation is not expected to significantly change until 2030, at which
time ICL Rotem will reassess its production activity in light of market conditions and available alternatives, including the success of
its efforts to increase the reserves for its operations.
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Reserves at the end of the Fiscal Year Ended December 31, 2025.
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Category White Phosphate Low Organic Phosphate High Organic & Brown Phosphate Bituminous Phosphate Total Grades/ Qualities Cut-off grades Metallurgical recovery
(millions of tons) (P2O5)
Rotem Proven - 0.2 - 12.3 12.5 29.5% 25% 54% and 69%
Probable - - - - - -
Zin Proven - 3.0 - - 3.0 26.0% 23% 50%
Probable - - - - - -
Oron Proven 2.8 2.0 54.1 - 58.9 23.9% 20% 59% and 60%
Probable - - - - - -
Total Proven 2.8 5.2 54.1 12.3 74.4 24.9%
Probable - - - - - -
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Rotem and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Reserves for Rotem and Oron is defined at the point where ore is delivered to the beneficiation plants, for Zin it is defined at the point where ore is delivered to the mobile crusher.
(4) Mineral Reserves are 100% attributable to ICL Rotem.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding
(6) A minimum mining width of 0.5m was used.
(7) Mineral Reserves are estimated using an average of the previous three years’ prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products and $112/t FOB for phosphate rock from Zin, and exchange rates of NIS 3.61 per US dollar and €0.88 per US dollar.
As
of December 31, 2025, ICL Rotem had 74.4 Mt of phosphate reserves compared to 80.8 Mt as of December 31, 2024, a decrease of 6.4 Mt which
resulted mainly from our continuing mining operations and ongoing pilot plant testwork, partially offset by a conversion of resources
to reserves at North Oron.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12 of
the Technical Report Summary filed as Exhibit 15.4 to the 2024 Annual Report.
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Logistics
Most
of ICL Rotem’s products, whether in a solid or liquid state, are transported in bulk from Rotem and Oron by road or rail to the
Ashdod port or by road to the Eilat port. Typically, ICL’s products are transported by ship to markets in the Asia Pacific region
from Eilat port, and, to Europe, South America and the US from Ashdod port.
Within
the Rotem site, there is a rail loading facility that typically loads up to 30 wagons for each delivery. Approximately 1.4 million tonnes
of products per year are transported by rail to Ashdod Port, about 250 thousand tonnes by road to the Ashdod port and about 10 thousand
tonnes are transported by road to the port of Eilat.
ICL
Tovala, a wholly owned subsidiary of ICL, is responsible for transporting phosphate concentrate between processing facilities in road-going
rigid trucks and trailers. Each trailer has a payload of 40 tonnes. Around 1.1 million tonnes of phosphate concentrate per year are transported
from the Oron beneficiation plant to the Rotem facilities by truck for additional processing.
From
the Ashdod port, approximately 650 thousand tonnes of sulphur are transported to Rotem each year. Sulphur arrives at the port of Ashdod
from overseas, where it is loaded onto road going trucks and transported to the Company’s sulphur dispatch, situated approximately
5 kilometers from the port. At the depot, it is loaded into rail cars and then transported to Mishor Rotem.
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Dead
Sea Works
Overview
Dead
Sea Works (DSW) is located on the southwest shore of the Dead Sea’s southern basin and is operated by ICL Dead Sea, a wholly owned
subsidiary of ICL. It is one of the world’s largest producers and suppliers of potash products, in addition to a range of chemical
products. The main product produced at the plant is muriate of potash (MOP) for use as agricultural fertilizer. DSW has 37 ‘ponds’
covering an area of 146.7 sqkm and associated processing facilities.
The
DSW processing facilities are approximately centered on the geographic coordinates: latitude 31°02’18”N and longitude
35°22’15”E. The Dead Sea region is the lowest point on the earth’s surface.
Figure
5 : Location of the DSW, Rotem, Oron and Zin Properties (Israel)
Water
from the northern Dead Sea basin is pumped into evaporation ponds, where the mineral carnallite precipitates out of the solution and sinks
as a deposit on the bottom of the ponds. Floating barges with cutter suction dredgers, harvest the carnallite and pump this solution to
processing facilities located at the southern end of the site, where it is processed into potash products. In addition, bromine, metal
magnesium, magnesium chloride and salt are also produced.
DSW
is located alongside Highway, 90 which runs broadly North to – South from the port of Eilat in the south, northwards alongside the
Dead Sea and onwards through Tiberias near the Sea of Galilee in the north of the country. Products from DSW are transferred to either
the port of Ashdod (on the Mediterranean Sea) or the port of Eilat (on the Red Sea).
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Mining
Concessions and Lease Agreements
Pursuant
to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached
as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required
for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer
a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less
attractive than those it may offer to that party.
The
concession covers a total area of 652 sqkm, including the evaporation ponds that cover an area of 146.7 sqkm.
On
January 27, 2026, a detailed and binding agreement was signed between the Company, DSW, Dead Sea Bromine Company Ltd. and Dead Sea Magnesium
Ltd. (the - Dead Sea Companies) and the State of Israel, acting through the Accountant General of the Ministry of Finance, regarding the
Dead Sea Companies’ concession assets (the – Concession Assets), including the consideration thereof, based on the principles
agreed upon in the Memorandum of Understanding signed between the Company, the Dead Sea Companies and the State on November 5, 2025.
Following
the publication of a draft report by the Israeli Accountant General in September 2024, addressing the preparations for the expiration
of the Company’s existing concession and the grant of a new concession in 2030, on December 3, 2025, a draft bill of law concerning
the future Dead Sea Concession (the - Draft Bill) was published for public comments. For further information, see Note 18 to our Audited
Financial Statements.
The
consolidated Financial Statements were prepared under management's assumption that it is more likely than not that ICL will continue to
operate the relevant assets for their remaining useful lives, which extends beyond the term of the current concession period, by obtaining
a new concession.
In
consideration of the current concession, DSW pays royalties and lease rentals to the Government of Israel and is subject to the Law for
Taxation of Profits from Natural Resources, in addition to regular income tax.
For
further information regarding ICL Dead Sea royalties, taxes, concessions and other matters, see Notes 15 and 18 to our Audited Financial
Statements and “Item 3 - Key Information— D. Risk Factors.
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Group Limited 198
Operations
In
the early part of the 20th century, the Dead Sea began to attract interest from chemists due to its concentration of minerals. In 1929,
a concession was granted by the British Mandatory government to the newly formed Palestine Potash Company. During the 1930’s, two
processing plants were constructed to extract potash, of these, the plant on the northern Dead Sea basin was destroyed in 1948 during
Israel's War of Independence. In 1952, Dead Sea Works was founded by the Israeli government as a state-owned enterprise based on the remnants
of the Palestine Potash Company. Major expansions of DSW occurred during the following decades under continued ownership by the Israeli
government, which formed a new holding company, Israel Chemicals Limited.
The
concentration of minerals extracted from the Dead Sea (including potash and bromine), constituting raw materials for production, is gradually
increasing due to the hydrological deficit experienced by the Dead Sea over the past 40 years.
ICL’s
extraction of minerals from the Dead Sea begins with an evaporation process facilitated by the hot and dry desert climate of the Dead
Sea region. Due to the hydrological deficit, the sea is declining at a rate of over 1 meter per year and is currently about 440 meters
below sea level. As a result, the Dead Sea is divided into two parts: the natural Northern Basin and the Southern Basin where artificial
evaporation ponds and dams have been constructed.
The
production process begins with the pumping of brine from the Northern Basin into the evaporation ponds in the Southern Basin (a distance
of about 15 kilometers) using the Company’s pumping station. In 2025, ICL pumped approximately 476 million cubic meters of water
from the Northern Basin into the evaporation ponds, of which approximately 355 million cubic meters of brine were returned at the end
of the process to the Northern Basin. In 2025, the Company produced approximately 3.57 million tonnes of potash from the Dead Sea, as
well as 150 thousand tonnes of bromine, 17.8 thousand tonnes of metal magnesium, 185 thousand tonnes of salt and 112 thousand tonnes of
solid magnesium chloride.
The
evaporation ponds extend over an area of approximately 146.7 square kilometers and are divided into two main subsystems – an array
of ponds for precipitating salt (mineral waste from the production process), and a series of ponds for precipitating carnallite (the target
mineral constituting a raw material for the production of potash).
The
salt pond known as Pond 5 is the largest pond, at approximately 80 square kilometers, and consists of 9 sub-ponds (156/1, 156/2, 155/1
to 155/3, and 154/1 to 154/5). Pond 5 was built during the 1960s by construction of a large dam, where in the center of the dyke surrounding
it a partition (separation clay core) was installed for sealing and preventing potential leakage of solutions. This dam marks the Southern
Basin of the Dead Sea on the Israeli side and allowed the continued existence of the Southern Basin due to the system of pumping stations
and flowing channels that are operated as part of the industrial operational system of the evaporation ponds. In order to continue operation
of Pond 5, the dyke was raised several times during the last 50 years.
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The
evaporation processes give rise to concentration of brines and the precipitation of salt to the floor of the pond. The remaining brines
are rich in potash, magnesium and bromide. These brines are pumped into the systems of carnallite ponds, and, as a result of continued
evaporation, carnallite precipitates. Carnallite (MgCl2KCl(H2O)6)
is the raw material used for production of potash, metal magnesium and chlorine. The carnallite, along with any remaining salt, is harvested
from the ponds by floating barges with cutter suction dredgers and is sent, as slurry, to our production plants. The overall grade of
the harvested material is around 20% KCl when accounting for the salt contained in it. The brine from the end of the carnallite ponds
is used as a raw material in the production of bromine and magnesium chloride.
The
rise of the water level of Pond 5 -
Minerals
from the Dead Sea are extracted through solar evaporation processes, during which salt precipitates and accumulates on the bed of Pond
5, located at one of DSW's sites. The process results in the formation of a salt layer of approximately 15 million cubic meters per year.
Maintaining the required brine volume in Pond 5 is essential for the continued production of raw materials. A failure to preserve a constant
brine volume could lead to a reduction in production capacity.
In
addition, an increase in the water level of Pond 5 above a certain threshold may cause structural damage to the foundations of hotel buildings
located near the shoreline, the Neve Zohar settlement, and other infrastructure situated along the western edge of Pond 5. Construction
of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation
Government Company Ltd., is near completion.
Maintaining
the water level at or below 15.1 meters - the level reached at the end of 2021 - was achieved through a joint project by the Dead Sea
Preservation Government Company Ltd. and DSW (which funded 39.5% of the project's cost). This project involved constructing coastal defenses,
including raising the dyke along the western beachfront adjacent to the hotels and installing a subterranean water-lowering system. Construction
of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation
Government Company Ltd., is nearing completion.
Since
2022, brine volume in Pond 5 has been maintained through the Salt Harvesting Project (the "Permanent Solution"), approved by the National
Infrastructures Committee and the Israeli Government. The project includes the construction of the P-9 pumping station. As of the reporting
date, the water level of Pond 5 has not exceeded the maximum permitted height (15.1 meters). Approximately 8 million tonnes of salt per
year are primarily recovered using an electric powered cutter suction dredger and land-based excavation equipment. The Company is working
to add a second dredger whose commissioning is planned for 2028. The salt is transported as a slurry from the dredging area to designated
stockpiles on the eastern side of the pond. In these stockpiles, a drying process is carried out, while the brine solution is returned
to the pond by gravity for continued use in the potash production process. The stockpiled salt will be transferred back to the Northern
Basin using a 24-kilometer conveyor system (currently undergoing detailed engineering design), which is planned to be commissioned in
2028. Due to the security situation in Israel over the past two years, the harvesting activity of the Company's dredger was temporarily
halted. To maintain operational continuity, the Company deployed alternative excavators to support harvesting operations. In light of
ongoing risk assessments, the Company is evaluating the potential deployment of a third medium-sized dredger in order to augment its ability
to mitigate future operational risks.
For
further information, see Note 18 to our Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors.
ICL
Group Limited 200
The
receding level of the Dead Sea is not to be confused with the rising water level in Pond 5 discussed above. These two seemingly contradictory
phenomena are occurring simultaneously, as Pond 5 is in the southern basin at a higher elevation than the main body of the sea lying to
its north, necessitating a special pumping station to regularly feed the pond with brine. While the brine level of Pond 5 is rising due
to the accumulation of salt on its floor and the pumping of brine from the northern basin of the Dead Sea, the water level of the northern
basin is receding, due to the reduction of the flow of water from the Jordan river to the northern basin and evaporation, including evaporation
from the ponds of ICL and those of Arab Potash Company (APC), used in their production processes. As a result of the decline of the Dead
Sea level, sinkholes in the Dead Sea area are occurring with increasing frequency over recent years. Most sinkholes develop in the growing,
dried-up part of the northern basin of the Sea, where the pumping station and the feeding canal of DSW are located. To protect operational
infrastructure, DSW monitors the area and fills the relevant sinkholes when they appear.
An
additional effect of the decline in the level of the Dead Sea is the erosion of the Arava stream, which flows along the international
border between Israel and Jordan. This erosion could endanger the future stability of the eastern dykes in the array of salt and carnallite
ponds. The Company is analyzing the situation to find solutions to prevent or retard this occurrence in the long term. The Company continues
to conduct ongoing monitoring and activities on site to protect the dykes. As part of these efforts, the Company completed the research
phase in 2020 to support the detailed planning of a project to prevent the continued erosion of the stream. The detailed design was finalized
in 2022, and during 2025 the Company continued to carry out optimization activities. All activities are being implemented with full cooperation
of the Arab Potash Company. Prior to commencing the project, relevant permits from the authorities are required due to the project's engineering
complexity, proximity to the border, soil instability and the environmental sensitivity of the entire area. Insofar as it is decided to
commence the project, the Company estimates that its completion is likely to take several years.
For
further information, see “Item 3 - Key Information— D. Risk Factors.
The
Company has operated an improved cogeneration power station in Sodom, Israel, since 2018. This power station supplies electricity and
steam required to support production of ICL's plants in Sodom, and it sells its surplus electricity to other ICL companies and external
customers via the national grid in Israel. It has a capacity of about 330 tonnes of steam per hour and about 230 MWh. The Company operates
the power station concurrently with an older power station which continues to operate on a limited basis as a "hot back up". Due to the
new plant's operation by natural gas, as well as its high efficiency and advanced pollution reduction technology, the new plant also allows
for a significant reduction in direct air emissions, including greenhouse gas emissions.
Production
The
following table sets forth the amount of our total production at DSW for the three years ended December 31, 2025, 2024 and 2023:
DSW Production (kt)
2025 2024 2023
Potash 3,572 3,700 3,819
Compacting plant* 1,743 1,764 1,737
Bromine 156 190 143
Cast Mg 18 17 17
*Figures
relate to granular potash produced from total potash
ICL
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Property
Value
The
carrying amount under the Cost method as presented in DSW's financial statements as of December 31, 2025, was approximately $2.6 billion.
The replacement cost of the property, plant and equipment of ICL Dead Sea, as disclosed in the financial
statements of DSW, amounted to about $6 billion. The
valuation based on the Replacement Cost accounting method (as used assets) is supported by an opinion from an independent appraiser. The
DSW operation uses modern mining, processing and transportation equipment, and facilities which are maintained at a good standard. In
the Company’s consolidated financial statements, DSW's property, plant and equipment have
consistently been measured using the Cost method,
and their carrying amount as of December 31, 2025, was approximately $2.6 billion.
In accordance with the Definitive Agreement signed with the State of Israel regarding the Dead Sea Companies
assets, the consideration payable by the State to the Company for the transfer of ownership and possession of the Concession Assets at
the end of the concession period in March 2030 is $2,540 million, in addition to the actual salt harvesting investments made from January
2025, for the establishment of the permanent solution for salt harvesting, transportation and disposal, in accordance with the Salt Harvesting
Agreement, which are estimated at several hundred million dollars. For further information, see Note 18 to our Audited Financial Statements
and Exhibit 4.6 to our 2025 annual report.
Mineral
Resource Estimate
Exploration
by ICL Dead Sea involves the chemical analysis of source brine from the northern Dead Sea basin and the monitoring of changes in brine
concentration during transfer between the various ponds of the operation along with quarterly sonar surveys to determine the thickness
of carnallite on the floor of the ponds. In 2025, a total of 1,895 brine samples were taken and 7,580 results were produced following
chemical analysis.
DSW
is not a typical mining operation that can be explored by drilling. It is also not a typical solution mining operation that would require
an assessment of porosity and fluid flow within a rock mass. However, even though the source of brine is renewed to a certain extent by
inflow to the northern Dead Sea basin, the resource cannot be considered either fully renewable or infinite. The Mineral Resource estimation
process used by ICL Dead Sea involves long-term predictive modeling of brine inflow rates and changes to brine chemical composition based
on the following steps:
1. Determination of the pumping rate of brines from the northern Dead Sea area.
2. Determination of expected recovery of product based upon:
a. Ability to determine composition and consistency of supply.
b. Ability to predict consistency of evaporation and mineral precipitation.
3. Determination of Mineral Resource classification is based upon:
a. Any variation in the supply rate and composition.
b. Any variation in the return flow of brines to the northern Dead Sea basin to assess efficiency and consistency of process.
c. Variation in the precipitation of mineral amounts.
4. Assessment of potential changes to any of the above factors.
ICL
Group Limited 202
It
is also important to consider the future external impact on what is a dynamic hydrological system. The primary factor that affects the
source brines is the continuing decrease in the sea level of the northern basin of the Dead Sea and its effect on the chemistry of the
Dead Sea water. A water deficit due to reduced inflow results in changing the chemistry of the remaining brine. The concentration of KCl
has increased over time, and the concentration of NaCl has decreased due to halite deposition in the northern Dead Sea basin. This reduction
in water level with associated changes in water chemistry are predicted to continue and are incorporated in the resource estimation process.
DSW
- Summary of Potash Mineral Resources at the end of the fiscal year ended December 31, 2025.
Classification Amount (Mt) Grades/ Qualities (KCl) Cut-off grades (KCI) Metallurgical recovery (KCI)
Measured mineral resources 294.4 20.7% 0% 80.4%
Indicated mineral resources 1,642.1 21.1%
Measured + Indicated mineral resources 1,936.5 21.0%
Inferred mineral resources 462.4 21.2%
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by ICL Dead Sea and reviewed and accepted by SLR.
(3) Mineral Resources are reported as being contained within the carnallite ponds following pumping from the northern Dead Sea basin.
(4) Mineral Resources are exclusive of Mineral Reserves.
(5) Mineral Resources are 100% attributable to ICL Dead Sea.
(6) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(7) Dead Sea Works is a dredging operation, and therefore no minimum mining width has been applied.
(8) Mineral Resources are estimated using average dry densities of 1.67 t/m3.for carnallite and 2.16 t/m3 for salt.
(9) Mineral Resources are estimated using a medium-long term potash price of $320/t FOB and an exchange rate of NIS 3.61 per US dollar.
As
of December 31, 2025, DSW had 2,399 million tonnes of potash resources compared to 2,403 million tonnes as of December 31, 2024, a decrease
of 4 million tonnes due to an updated production model. For further discussion of the material assumptions relied upon, please refer to
Section 11 of the Technical Report Summary filed Exhibit 15.5 to the 2024 Annual Report.
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Group Limited 203
Mineral
Reserve Estimate
Mineral
Reserves are estimated based on the annual harvesting rate of material contained within the carnallite ponds by the barges. An average
rate of around 23 million tonnes per year (based on a five-year average) is used. Mining factors of 100% mining recovery and 0% mining
dilution are applied. Mineral Reserves are limited by the current concession which expires on March 31, 2030.
DSW
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (KCl) Cut-off grades (KCI) Metallurgical recovery (KCI)
Proven mineral reserves 97.7 20.5% 0% 80.4%
Probable mineral reserves - -
Total mineral reserves 97.7 20.5%
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Reserves were estimated by ICL Dead Sea and reviewed and accepted by SLR.
(3) The point of reference for the Mineral Reserves is defined at the point where ore is delivered to the processing plant.
(4) Mineral Reserves are 100% attributable to ICL Dead Sea.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Dead Sea Works is a dredging operation, and therefore no minimum mining width has been applied.
(7) Mineral Reserves are estimated using a three-year average product price of $296/t FOB and an exchange rate of NIS 3.61 per US dollar.
As
of December 31, 2025, DSW had 97.7 million tonnes of potash reserves compared to 122.7 million tonnes as of December 31, 2024, a decrease
of 25 million tonnes due to ongoing extracting operations, and an updated production model. The Mineral Reserves estimate for DSW may
be impacted by material assumptions regarding forecasted product prices, production costs, permitting decisions (most notably the 2030
expiration of the concession; an extension to the concession would increase reserves), or other relevant factors that may positively or
negatively affect the Mineral Reserve estimate. For further discussion of the material assumptions relied upon, please refer to Section
12 of the Technical Report Summary filed as Exhibit 15.5 to the 2024 Annual Report.
The
life of mine based on the current concession at DSW is 4.25 years (to March 31, 2030) based on Mineral Reserves of 97.7 million tonnes.
Logistics
The
potash produced at ICL Dead Sea's facilities is transported to the Eilat port by truck or by means of a conveyor belt that was built over
18 kilometers to the railhead located at Tzefa in Mishor Rotem, and from there the output is transported to the Ashdod port by train or
by truck. Other products are transported by truck and train to ports for export.
The
port of Ashdod is in the west of Israel on the Mediterranean Sea coast and approximately 100 kilometers from Mishor Rotem. The port of
Eilat is in the far south of Israel on the Red Sea coast. It is approximately 180 kilometers from DSW and is accessible by road. Typically,
shipments exiting the Eilat port are to India and Asia Pacific, whereas sales to Europe, South America and the US are sent from the Ashdod
port.
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YPH
China
Overview
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that
was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou mine, which the Company operates
and is valid until January 2043. In addition, the Company holds an unutilized mining license for the Baitacun deposit following the renewal
of this license on March 31, 2025. The license is valid until March 30, 2036, and studies are currently ongoing regarding the development
approach for this mining area. No Mineral Resources or Mineral Reserves are currently stated for Baitacun.
Haikou
is an open pit mine located to the west of Haikou Town, in the Xishan district, 30 kilometers south of Kunming City. Haikou is approximately
centered on the geographic coordinates: latitude 24°46’33”N and longitude 102°28’29”E. The Baitacun
deposit, where mining activities have not yet commenced, is located approximately 5 kilometers northeast from the Haikou mine.
The
Haikou mine has been in operation since 1966 and the mining license is spread over 9.6 square kilometers. The Haikou mine is divided into
four blocks. The phosphate resources in blocks 1 and 2 have been extensively mined. Mining in block 3 began in 2015, and mining activities
in block 4 began at the end of 2017.
Figure
6: Location of Haikou Mine (China)
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Group Limited 205
Mining
Concessions and Lease Agreements
With
respect to mining rights, in accordance with China’s "Natural Resources Tax Law", YPH pays royalties of 8% on the selling price,
based on the market price of the rock prior to its processing.
In
2016, a subsidiary of YYTH (hereinafter – YPC) issued a statement whereby in 2010 it entered into agreements with the local authority
of Jinning County, Yunnan Province and Jinning Lindu Mining Development and Construction Co. Ltd. (hereinafter - Lindu Company), according
to which Lindu Company is permitted to mine up to two million tonnes of phosphate rock from a certain area measuring 0.414 square kilometers
within the area of the Haikou mine (hereinafter – the Daqing Area) and to sell such phosphate rock to any third party in its own
discretion. In 2024, an agreement was reached between YPH, Lindu Company and YPC. Under this agreement, Lindu Company will be allowed
to complete its mining activities in the Daqing Area, with a limit of up to 2 million tonnes. In exchange, YPC will compensate YPH by
providing the same quantity and quality of rock that Lindu Company mined within a maximum of five years.
In
2024, YPH acquired the surface rights for an area (hereinafter – the NBTU Area) located in the southwest of the concession. YPH
now holds the surface rights for most of the concession area and in 2025 continued to work to acquire the surface rights for a remaining
area (hereinafter – the HOM Area) located in the southeast of the concession. In 2026, YPH will continue to work to acquire the
surface rights for the HOM area.
For
further information regarding the concessions in China including royalties, mining licenses, rights, and other matters, and for a description
of certain risks relating to the operations in China, see Note 18 to the Audited Financial Statements and “Item 3 - Key Information—
D. Risk Factors”, respectively.
Operations
The
Haikou mine was established in 1966 and was most recently owned and operated by YYTH. In 2015, through YPH, ICL entered a joint venture
with YYTH.
The
phosphate deposits at Haikou and Baitacun are part of an extensive marine sedimentary basin of late Precambrian to early Cambrian age.
The deposits occur as seams in which the phosphate is situated in two layers – an upper layer and a lower layer. The thickness of
the upper layer varies from 2.5 to 11 meters and is about 7.6 meters on average, whereas the thickness of the lower layer, which is lower
grade, varies from 2 to 9 meters and is about 6.1 meters on average. The phosphate is of a low organic type, and as such it is suitable
for phosphoric acid production. The mining is executed based on inter-layers and quality thereof. Inter-layers have 3 quality categories:
Grade I (highest grade) > 30% P2O5,
Grade II- 24%-30% P2O5
and Grade III- 15%-24% P2O5.
The
mining in the Haikou mine is via open pit mining using conventional methods by means of drilling and blasting, hydraulic excavators, mining
trucks and tractors for mining phosphates. Mining of the phosphate can be highly selective where required.
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Mining
is undertaken in three stages. In the first stage, the upper ground level is stripped and stored or spread out over mined areas for reclamation
purposes. In the second stage, drilling, blasting, and stripping of the upper overburden level is executed (consisting of hard siliceous
dolomite). In the third stage, mining of phosphate is performed by drilling and blasting every inter-layer separately. A layer of interburden
with an average thickness of 11 meters is present between the upper and lower phosphate layers and consists of interbedded phosphate (non-economic)
bearing sandy dolomite, which is also drilled, blasted and removed. The lower phosphate
layer is underlain by dolomite which is not mined. The phosphate layers are mined based on three quality categories:
• Grade I (highest grade) > 30% P2O5 - This category of phosphate is weathered and most of the carbonates have been dissolved. It is soft and easy to mine, requiring no blasting. However, its occurrence is in small patches, requiring highly selective mining. This category comprises less than 10% of the Haikou deposit and is fed directly to the scrubbing plant for processing.
• Grade II 24%-30% P2O5 – Harder phosphate material requiring blasting and crushing prior to further processing at the scrubbing plant. This category comprises around 25% of the Haikou deposit.
• Grade III 15%-24% P2O5 – This is the hardest rock and requires blasting, crushing, and grinding before further processing.
Based
on the patches' appearance of the medium and high-grade phosphate, mining is performed by small mining equipment, trucks with a capacity
of 40 tonnes and excavators with a bucket capacity of 3 to 6 cubic meters.
Phosphate
ore is trucked to on-site processing facilities which include two beneficiation plants, a flotation plant and a scrubbing plant (which
was reconfigured in 2024 to a dry crushing process) where it is processed to produce phosphate concentrate at a minimum grade of 28% P2O5.
The concentrate is then transported to the on-site chemical processing plant (”3C”) for further processing into saleable products
including fertilizers and phosphoric acids. The 3C chemical plant is part of YPH. Additional sources of phosphate ore come from on-site
surface stockpiles and phosphate rock purchased from third parties, which was 338 thousand tonnes in 2025.
The
flotation plant processes low to medium grade phosphate ore by crushing, grinding and flotation, and produces phosphate concentrate which
is pumped as a slurry to the 3C chemical plant via a 6.5 kilometer pipeline. Flotation processing capacity at Haikou is 3.4 million tonnes
per year, producing approximately 2.2 million tonnes per year of phosphate concentrate.
The
scrubbing plant processes medium to high grade phosphate ore. In 2024, the plant was re-configured to dry crushing and concentrate produced
from medium grade ore is transported to the flotation plant for further beneficiation, while concentrate produced from higher grade ore
is transported to the 3C chemical plant. In 2025, a total of 277 thousand tonnes of concentrate were produced by the scrubbing plant.
In addition, small amounts (36 thousand tonnes in 2025) of high-grade phosphate ore are transported to the 3C chemical plant for dry grinding
and use in production of triple super phosphate (TSP) fertilizer.
The
3C chemical plant includes four sulphuric acid facilities, three green phosphoric acid facilities, one facility for manufacture of technical
grade white phosphoric acid, one factory for manufacture of food grade white phosphoric acid and an additional six fertilizer facilities.
These facilities are powered by electricity generated from the sulphuric acid production process, as well as from the national power network.
Access to the production sites is by road and train.
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There
are two tailings storage facilities (TSFs): Flotation TSF and Gypsum TSF. The Flotation TSF receives tailings from the flotation and scrubbing
plants while the Gypsum TSF receives gypsum tailings produced by the 3C chemical plant. In 2022, the Company completed the construction
of infrastructure for the expansion of the TSFs, and in April 2022, it received an official certification enabling the expansion of the
TSF's area, which is required as part of YPH’s ongoing operations plan.
The
Haikou site is well connected to the national road and rail network and is connected to the national grid, with the region being a major
supplier of hydroelectric power. All water used by the site is supplied and approved for industrial use by the state authorities.
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Haikou mine
(and the relevant grade) supplied to the beneficiation plants, for the three years ended December 31, 2025, 2024 and 2023:
Total Mine Production of Raw Ore at YPH
2025 2024 2023
Tonnes mined (kt) 3,499 3,575 3,646
Grade (% P2O5 before/after beneficiation) 21% / 29% 21% / 28% 22% / 28%
(1) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
The
following table sets forth the approximate amounts of product produced
after processing by the operations at the Haikou mine, for the three
years ended December 31, 2025, 2024 and 2023:
Product Produced After Processing at YPH (kt)
2025 2024 2023
Phosphate Rock * 2,455 2,715 2,657
Green Phosphoric Acid 700 694 682
Fertilizers 639 605 609
White Phosphoric Acid 133 124 95
Specialty Fertilizers 175 152 113
*
Figures relate to phosphate concentrate produced by the flotation, scrubbing plants for further processing at the 3C chemical plant.
Property
Value
As
of December 31, 2025, the overall book value of the property, plant and equipment of Haikou amounted to about $357 million. The Haikou
mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
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Mineral
Resource Estimate
Mineral
Resources are estimated using lithology and assay information from exploration drilling and includes a total of 300 drillholes for 23,915m
with 5,252 samples collected and analyzed for P2O5.
Drilling is undertaken on 100 to 150 meters spacing and then infilled on 50 to 100 meters spacing where needed. No exploration drilling
was undertaken in 2025.
The
YPH geological department uses geographical information system software and mining software to create geological models of the phosphate
seams based on drillhole logging information and assay data. Wireframe surfaces of the phosphate seams, subdivided by high, medium and
low-grade domains are created and used as the basis of the Mineral Resource estimate. The model includes overburden which is used in the
calculation of strip ratios. Grade estimation of P2O5
and contaminant elements in the phosphate seams is undertaken using inverse distance weighting estimation. Mineral Resources are constrained
by limiting boundaries as two-dimensional polygons for each of the upper and lower phosphate layers and these are updated annually to
account for depletion by mining.
YPH
Haikou – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (P2O5) Contained P2O5 (Mt) Contained P2O5 Attributable to ICL (Mt) Cut-off grades (P2O5) Metallurgical recovery (P2O5)
Measured mineral resources 3.0 22.3% 0.67 0.33 15% 86.9%
Indicated mineral resources 2.3 24.0% 0.55 0.28
Measured + Indicated mineral resources 5.3 23.0% 1.22 0.61
Inferred mineral resources 0.2 20.0% 0.04 0.02
(1) Classification of Mineral Resources is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Resources were estimated by YPH and reviewed and accepted by SLR.
(3) The point of reference for Mineral Resources is defined on an in-situ basis. Mineral Resources are exclusive of Mineral Reserves.
(4) YPH is a consolidated subsidiary of ICL. The reported tonnages and grades are on a 100% basis. The contained P2O5 attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns a 50% minority interest in YPH.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) Mineral Resources are estimated using average dry densities ranging from 2.29 to 2.78 t/m3.
(7) Mineral Resources are estimated using an average of the previous three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products and an exchange rate of 7.20 RMB per US dollar.
As
of December 31, 2025, Haikou had 5.5 Mt of phosphate resources which was unchanged from the 5.5 Mt as of December 31, 2024 because there
has been no exploration drilling in 2025. The Mineral Resources estimate for Haikou is based on factors related to geological and grade
models and the prospects of economic extraction. For further discussion of the material assumptions relied upon, please refer to Section
11 of the Technical Report Summary filed as Exhibit 15.6 to the 2024 Annual Report.
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Mineral
Reserve Estimate
The
average quality of phosphate ore at Haikou is around 21.6% P2O5
and is divided into 3 grades: Grade I (highest grade) > 30% P2O5,
Grade II- 24-30% P2O5
and Grade III- 15-24% P2O5.
Phosphate is beneficiated in the scrubbing facility in the flotation plant, or in the grinding facility. The quantities and grades of
the calculated Mineral Reserves are those that are expected to be delivered to the beneficiation plants prior to application of metallurgical
recovery. The average metallurgical recovery through the beneficiation plants is 86.9%.
In
determining these reserves, a cut-off grade of 15% P2O5
was applied in accordance with the flotation plant capability to produce usable concentrate rock (28% P2O5),
which is the average quality required to produce phosphoric acid in the Yunnan region. The boundaries of the phosphate layers are physically
well defined and all phosphate rock above the cut-off grade is mined.
The
reported Mineral Reserve estimate was constrained by mining outlines and includes diluting materials and allowances for losses. The strip
ratio of overburden to phosphate rock is also considered and an upper limit of 2.2 bank cubic meters of overburden per tonne of phosphate
over the life of mine is used. All Proven Reserves were derived from the Measured Mineral Resource classification. The results of the
Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the operational business plan.
Based
on the Company's knowledge, we have all the government approvals and permits that are necessary for the reserves in China.
YPH
Haikou – Summary of Phosphate Mineral Reserves, at the end of the fiscal year ended December 31, 2025.
Amount (Mt) Grades/ Qualities (P2O5) Contained P2O5 (Mt) Contained P2O5 Attributable to ICL (Mt) Cut-off grades (P2O5) Metallurgical recovery (P2O5)
Proven mineral reserves 40.5 21.6% 8.7 4.4 15% 86.9%
Probable mineral reserves - - - -
Total mineral reserves 40.5 21.6% 8.7 4.4
(1) Classification of Mineral Reserves is in accordance with the definitions prescribed under Regulation S-K 1300.
(2) Mineral Reserves were estimated by YPH and reviewed and accepted by SLR.
(3) The point of reference for Mineral Reserves is defined at the point where ore is delivered to the beneficiation plants.
(4) YPH is a consolidated subsidiary of ICL. The reported tonnages and grades are on a 100% basis. The contained P2O5 attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns a 50% minority interest in YPH.
(5) All figures are rounded to reflect the relative accuracy of the estimate, and numbers may not sum due to rounding.
(6) A minimum mining width of 1.0m was used.
(7) Mineral Reserves are estimated using an average of the previous three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products and an exchange rate of 7.20 RMB per US dollar.
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As
of December 31, 2025, Haikou had 40.5 Mt of phosphate reserves compared to 44.5 Mt as of December 31, 2024, a decrease of 9%, mainly due
to depletion from mining.
Based
on Mineral Reserves of 40.5 million tonnes, the life of mine schedule for Haikou runs from 2026 to 2042 (inclusive) and it assumes a reduction
of the mining rate at Haikou due to a permit requirement. To maintain current production capacity, additional phosphate rock for processing
can be procured from third parties. In addition, studies are being undertaken to assess the potential for mining phosphate rock at the
Baitacun deposit.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect the reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12
of the Technical Report Summary filed as Exhibit 15.6 to the 2024 Annual Report.
Logistics
YPH
holds the Haikou mine, beneficiation plants, the 3C chemical plant and two plants for production of downstream products – one located
close to the Haikou mine and the other in proximity to the Kunming airport.
Most
of the transport of raw materials from the Haikou beneficiation plants to the 3C chemical plant is executed via pipeline (slurry), whereas
a small part is transported by trucks.
Most
of the products are sold to the local market in northern China and are transported from the 3C chemical plant directly to customers, by
train or marine shipment, mainly from two exit ports, QinZhou port and Fangchengang, while a small part is transported by truck to customers
in the Yunnan region. Fangcheng port and Zhanjiang port are also used for importing sulphur, in the amount of approximately 630 thousand
tonnes per year, subject to YPH’s demand and existing sources.