ICL Group Ltd - Annual Report 2020 FORM 20-F

This is an English convenience translation of the original Hebrew version. In case of any discrepancy, the binding version is the Hebrew original Israel Corporation Ltd. Form 121 Registrar Number: 520028010 Public Date of Transmission: March 2, 2021 Reference: 2021-01-024999 To: To: The Securities Authority The Tel Aviv Stock Exchange www.isa.gov.il www.tase.co.il Immediate Report The Event: ICL - Annual Report 2020 FORM 20-F Attached is an immediate report of ICL Group Ltd - Annual Report 2020 FORM 20-F. The Company is not a shell company as defined in the Stock Exchange Regulations The date when the event first became known to the corporation: March 2, 2021 Time: 09:15 Name of report authorized signatory and name of authorized signatory electronic signatory: Maya Alcheh-Kaplan Position: Vice President, General Counsel and Company's Secretary Signing Date: March 2, 2021 Name of Electronic Reporter: Maya Alcheh-Kaplan. Position: Vice President, General Counsel and Company's Secretary. Address: Aranha 23, Millennium Tower. Tel Aviv 61204. Phone – 03-6844517 Fax: 03-6844587. E-mail: [email protected]. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _____________________ For the transition period from _________________ to _________________. Commission File Number: 001-13742 ICL GROUP LTD. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Israel (Jurisdiction of incorporation or organization) Millennium Tower, 23 Aranha Street, P.O. Box 20245 Tel Aviv, 61202 Israel (Address of principal executive offices) Lilach Geva Harel, Adv. EVP, Global General Counsel Millennium Tower, 23 Aranha St. Tel-Aviv 6120201 Israel Tel: +972 (3) 6844440 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares, par value NIS 1.00 per share ICL The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. The number of outstanding shares as of December 31, 2020 was: Title of Class Number of Shares Outstanding Ordinary shares [1,280,550,942] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Emerging Growth Company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ TABLE OF CONTENTS PART I Page Special Note Regarding Forward-Looking Statements Introduction Glossary of Selected Terms Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 37 Item 4A. Unresolved Staff Comments 130 Item 5. Operating and Financial Review and Prospects 131 Item 6. Directors, Senior Management and Employees 166 Item 7. Major Shareholders and Related Party Transactions 187 Item 8. Financial Information 196 Item 9. The Offer and Listing 200 Item 10. Additional Information 200 Item 11. Quantitative and Qualitative Disclosures About Market Risk 210 Item 12. Description of Securities Other than Equity Securities 219 PART II Item 13. Defaults, Dividend Arrangements and Delinquencies 219 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 219 Item 15. Controls and Procedures 220 Item 16A. Audit and Accounting Committee Financial Expert 221 Item 16B. Code of Ethics 221 Item 16C. Principal Accountant Fees and Services 222 Item 16D. Exemptions from the Listing Standards for Audit Committees 222 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 222 Item 16F. Change in Registrant’s Certifying Accountant 223 Item 16G. Corporate Governance 223 Item16H. Mine Safety Disclosure 225 Item 17. Financial Statements 225 Item 18. Financial Statements 225 Item 19. Exhibits 225 FS-1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains statements that constitute “forward-looking statements,” many of which can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate”, "strive", "forecast", "targets" and “potential,” among others. Forward-looking statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in “Item 3 - Key Information— D. Risk Factors” in this Annual Report. These risks and uncertainties include factors relating to: Loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and our reserve estimates; natural disasters; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; construction of a new pumping station; disruptions at our seaport shipping facilities or regulatory restrictions affecting our ability to export our products overseas; general market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal raw materials; delays in the completion of major projects by third party contractors and/or termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea could adversely affect production at our plants; labor disputes, slowdowns and strikes involving our

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