Israel Corporation Ltd. Condensed Consolidated Interim Financial Statements As at June 30, 2019 (UNAUDITED) This English Version of the Report is for the Convenience of the Reader. The Hebrew Version of the Report is the Binding Version. WorldReginfo - a352f2b7-3964-4d1d-801a-5ec45e7a9ceb Contents Part A – Report of the Corporation’s Board of Directors regarding the State of the Corporation’s Affairs for the three-month and six-month periods ended June 30, 2019 Part B – Condensed Interim Consolidated Financial Statements as at June 30, 2019 (unaudited) Part C – Condensed Interim Separate-Company Financial Statements of the Corporation as at June 30, 2019 (unaudited) Part D – Quarterly Report regarding Effectiveness of the Internal Control over the Financial Reporting and Disclosure in accordance with Regulation 38C(a) WorldReginfo - a352f2b7-3964-4d1d-801a-5ec45e7a9ceb Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Six-Month Period Ended June 30, 2019 Israel Corporation Ltd. (hereinafter – “the Corporation”) is an Israeli-resident company that was incorporated in Israel, the securiteis of which are listed for trading on the Tel-Aviv Stock Exchange. The Corporation operates through two main investee companies: Israel Chemicals Ltd. (hereinafter – “ICL”) and Bazan Ltd. (hereinafter – “Bazan”). The Corporation is involved in management of the Group companies through directors serving on the Boards of Directors of the Corporation’s investee companies. On March 13, 2019, the Corporation’s Board of Directors decided to update the Corporation’s business strategy such that it will include, along with the target of continuing to maximize the value of its investments in ICL and Bazan, also to make new investments. For additional details – see Section 2 below. This Directors’ Report is submitted as part of the interim financial statements for the period ended June 30, 2019 (hereinafter – “the Interim Consolidated Financial Statements”). The report was prepared in accordance with the Securities Law (Periodic and Immediate Reports), 1970, and on the assumption that the reader is also in possession of the interim financial statements for the period ended June 30, 2018, and the Periodic Report for 2018. Various Events in the Corporation in the Year of the Report and Thereafter 1. In connection with a request for certification of a derivative claim regarding the Corporation’s undertaking in the debt arrangement for ZIM Integrated Shipping Services Ltd. (hereinafter – “ZIM”) and the condition for transfer of ZIM’s shares by force of the Special State Share in ZIM, on February 5, 2019 the decision of the Supreme Court was rendered whereby at the close of the hearing, upon the recommendation of the judges, the appellant revoked his appeal and the appeal was cancelled. For additional details – see Note 6A(2) to the Interim Consolidated Financial Statements. 2. On March 13, 2019, the Corporation’s Board of Directors decided to update its business strategy in accordance with the Corporation’s natural purpose as an active investments company having a solid business infrastructure. The Corporation’s updated business strategy will include, besides the purpose to keep maximizing the value of the Corporation’s investments in Israel Chemicals Ltd. (“ICL”) and Bazan Ltd. (“Bazan”), also to make new investments, pursuant to the following guiding principles: – The Corporation considers ICL as a strategic investment. – The investment strategy will be based on the guiding principle of managing a calculated portfolio in a format similar to that of a Private Equity, which combines aside from making investments, also realization of investments in order to maximize value for the shareholders. – The Corporation will act in order to implement the investment strategy considering the predicted cash flow and the possible realization of assets and without intention to change the net debt of the Corporation over time. – The Corporation intends to allocate an aggregate amount of US$350 million – US$500 million in the next four years in order to make the investments in the new companies. – The Corporation will strive to increase value from new investments in companies that have proven a real commercial capability, including products that have been proven in target markets. 1 This English Version of the Report is for the Convenience of the Reader. The Hebrew Version of the Report is the Binding Version. WorldReginfo - a352f2b7-3964-4d1d-801a-5ec45e7a9ceb Israel Corporation Ltd. Various Events in the Corporation in the Year of the Report and Thereafter (Cont.) 2. (Cont.) – The Corporation will avoid investing in start-up companies. – The Corporation will strive to include as part of its investments a combination between global companies and Israeli technologies. The Corporation intends to approach the financial debt holders of the Corporation in order to update the agreements accordingly. In connection with updating the business strategy, the Corporation made changes in its management team. On June 30, 2019, Mr. Avisar Paz completed his position as the Corporation’s CEO, and will continue to serve as a director in both ICL and Bazan, and Mr. Yoav Doppelt was appointed to serve, commencing from July 1, 2019, as the Corporation’s CEO and will lead the updated strategy in parallel to his position as Chairman of the Board of ICL. The Corporation’s Board of Directors has instructed the management to submit a comprehensive plan to implement the updated strategy for the Board's approval in the coming months1. 3. On May 21, 2019, the Corporation published a shelf prospectus. 4. Subsequent to the date of the report on July 8, 2019, Standard & Poor’s Maalot (hereinafter – “S&P Maalot”) gave notice of reconfirmation of the Corporation’s rating of ilA/stable, with a stable rating outlook. 5. For details regarding the Corporation’s liabilities – see the Immediate Report regarding the total liabilities based on repayment date that was published on August 12, 2019 (Reference No. 2019-01-083629). The information included therein is presented in this Report by means of references. For additional information in connection with claims filed against the Corporation – see 6A to the Interim Consolidated Financial Statements and Note 20B(1) to the annual consolidated financial statements for 2018. 1 That stated in Section 2 above regarding the Corporation’s updated strategy, implementation of the strategy’s guiding principles, increasing and maximizing value for the shareholders, the estimated scope of investments, the manner of the implementation of the strategy and its format, realization of the assets and investments and/or no changes in the Corporation’s net debt over time, includes forward-looking information, as defined in the Securities Law, 5728-1968, which is based on the intentions, assessments and plans of the Corporation as of the date of this report only. In practice, the aforesaid my not be executed, in whole or in part, or may be executed in a different format and a different manner than anticipated or planned, and in this scope, there is no certainty that the net debt of the Corporation will not increase. The aforesaid is subject, inter alia, to the existence of suitable market conditions, receipt of approvals and/or consents from third parties, conditions relating the portfolio companies, the non-occurrence of risk factors associated with making investments and/or with the Corporation’s activity and its held companies and the actual cash flow. Additionally, the objectives of the above strategy (if implemented), might not be realized, in whole or in part, in the short term or the long term. Without derogating from the generality of the foregoing, in the short-medium term the investment strategy might weigh-in on the Corporation’s results, and there might be an increase in the net debt of the Corporation’s in the short and medium term, in connection with the beginning of implementation of the updated strategy. 2 This English Version of the Report is for the Convenience of the Reader. The Hebrew Version of the Report is the Binding Version. WorldReginfo - a352f2b7-3964-4d1d-801a-5ec45e7a9ceb Israel Corporation Ltd. FINANCIAL POSITION AND RESULTS OF OPERATIONS – The total sales for the three-month and six-month periods ended June 30, 2019 amounted to about $1,425 million and about $2,840 million, respectively, compared with about $1,371 million and about $2,775 million, respectively, in the corresponding periods last year. – The total net income attributable to the owners of the Corporation for the three-month and six-month periods ended June 30, 2019 amounted to about $58 million and about $123 million, respectively, compared with net income attributable to the owners of the Corporation of about $49 million and about $481 million, respectively, in the corresponding periods last year. The income for the six-month period ended June 30, 2018 includes the Corporation’s share in a net capital gain, in the amount of $394 million, recorded by ICL, due to completion of the transaction for sale of the Fire Safety and Oil Additives businesses. – The total assets, as at June 30, 2019, amounted to about $10,373 million, compared with about $10,142 million, as at June 30, 2018, and compared with about $10,100 million, as at December 31, 2018. – The current assets net of current liabilities, as at June 30, 2019 amounted to about $930 million, compared with about $884 million as at June 30, 2018, and compared with about $912 million, as at December 31, 2018. – The balance of the non-current assets, as at June 30, 2019 amounted to about $7,268 million, compared with about $6,798 million as at June 30, 2018, and compared with about $6,831 million, as at December 31, 2018. – The non-current liabilities, as at June 30, 2019, amounted to about $4,345 million, compared with about $4,249 million, as at June 30, 2018, and compared with about $4,133 million, as at December 31, 2018.