Israel Corporation Ltd. 2010 Annual Report This Report does not constitute a Periodic Report in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970 Israel Corporation Ltd. Report of the Board of Directors For 2010 Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2010 Description of the Corporation and its Business Environment Israel Corporation Ltd. (hereinafter – “the Corporation”) is a holding company engaged in the initiation, promotion and development of businesses in and outside Israel. In order to execute its investments, including through its subsidiaries, from time to time the Corporation examines investment opportunities in companies and ventures in various activity sectors, including foreign ventures and international operations, while focusing on entities having broad-scoped activities or with the potential for reaching such dimensions, with any eye toward acquiring significant holdings therein. The Corporation is a public company and its shares are traded on the Tel-Aviv Stock Exchange. The Corporation is involved in management of the Group companies, particularly those of its investees in which it holds a high ownership percentage. The Corporation operates through an array of investee companies, mainly in the chemicals, shipping and energy sectors, and also has additional investments, including in the areas of advanced technology, vehicles, infrastructures for electric vehicles, power plants and “clean” energy. The Corporation’s headquarters provides management services, through a wholly controlled subsidiary, and is also actively involved in the strategic planning and business development of the investee companies. In addition, the Group endeavors to establish and develop additional businesses. This Directors’ Report is submitted as part of the periodic report for 2010 and under the assumption that the reader also has the other sections of the said periodic report. Financial Position – The total assets, as at December 31, 2010, amounted to about $14,022 million, compared with about $12,147 million, as at December 31, 2009. – The total current assets less the current liabilities as at December 31, 2010 amounted to about $2,224 million, compared with about $1,518 million as at December 31, 2009. – The total non-current assets as at December 31, 2010, amounted to about $8,995 million, compared with about $8,329 million as at December 31, 2009. – The total non-current liabilities as at December 31, 2010 amounted to about $7,384 million, compared with about $6,522 million as at December 31, 2009. – The total sales for the year ended December 31, 2010 amounted to about $9,865 million, compared with about $12,498 million for the year ended December 31, 2009. – The capital attributable to the Corporation’s shareholders as at as at December 31, 2010 amounted to about $2,389 million, compared with about $1,811 million as at December 31, 2009. In the period January–December 2009, the Corporation’s financial statements included data of Oil Refineries Ltd., which exited the consolidation on December 31, 2009. I Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2010 Changes in the Investment Portfolio 1. Better Place LLC (hereinafter – “Better Place”) A. In January 2010, the Corporation transferred to Better Place LLC the amount of about $15.4 million and thus completed its investment in a total amount of $100 million that the Corporation’s management decided to invest in Better Place. B. In January 2010, Better Place initiated another equity financing round wherein it raised $350 million, from both new investors and from some of its existing shareholders. In the second quarter of the period of the report, the round of investments in shares of Better Place was completed wherein the Corporation invested about $72 million. Upon completion of the transactions, the Corporation’s share in Better Place dropped from about 50% to about 31.4% and the Corporation realized a capital gain of about $28 million. See also Note 11.A.3.A to the financial statements. 2. I.C. Green Energy Ltd. (hereinafter – “I.C. Green”) A. In January 2010, an investment agreement was signed between I.C. Green, the founding shareholders (hereinafter – “the Founders”) of Helufocus Ltd. (hereinafter – “Helufocus”), and a Chinese company for investment in the shares of Helufocus. Pursuant to the agreement, Helufocus will issue shares to I.C. Green and to the Chinese company in exchange for the amount of about $2.31 million, invested by I.C. Green, and about $9.25 million, invested by the Chinese company. In the first quarter, the transaction was completed and I.C. Green realized a gain from decline in the rate of holding of about $9.7 million. See also Note 12.A.9 to the financial statements. B. In February 2010, Petrotech A.G. (hereinafter – “Petrotech”), an associated company of I.C. Green, signed an agreement with a German bank whereby Petrotech repaid a loan from the bank, the balance of which at that time was about €18.9 million, in exchange for the amount of about €2.2 million. For purposes of repayment of the loan from the bank by Petrotech, I.C. Green made a loan to Petrotech in the amount of about €2.2 million. As a result of the transaction, Petrotech recorded a capital gain of about €16.7 million (the Corporation’s share is about €8 million). See also Note 11.A.3(c) to the financial statements. 3. Israel Chemicals Ltd. (hereinafter – “ICL”) A. In January 2010, the Corporation sold 8 million ordinary shares of ICL it held, constituting about 0.63% of ICL’s issued and paid-up share capital, in exchange for about $106 million. As a result of the sale, the Corporation recorded an increase in capital attributable to the Corporation’s shareholders, in the amount of about $85 million. B. In December 2010, the Corporation acquired 985,026 shares of ICL constituting about 0.07% of ICL’s issued and paid-up share capital, for a consideration of about $16 million. As at December 31, 2010, the Corporation holds about 52.6% of ICL’s issued and paid-up share capital. I Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2010 4. ZIM Intergrated Shipping Services Ltd. (hereinafter – “ZIM”) In the year of account, the Corporation invested $150 million to ZIM as part of the rehabilitation plan, as described in the Report of the Corporation’s Board of Directors as at December 31, 2009. 5. I.C. Power Ltd. (hereinafter – “I.C. Power”) A. In the year of account, I.C. Power was established, and through I.C. Power the Corporation holds its investments in Inkia and in O.P.C. Rotem Ltd. (hereinafter – “O.P.C.”). B. In the year of account, the Corporation invested about $45 million in I.C. Power by means of capital notes. C. Subsequent to the date of the report, the Corporation invested about $38 million in I.C. Power by means of capital notes. D. Regarding guarantees in respect of O.P.C. given by the Corporation subsequent to the date of the report – see the Section “Sources of Financing” in this Report. 6. Inkia Energy Ltd. (hereinafter – “Inkia”) In the year of account, the Corporation transferred about $50 million to Inkia for acquisition of shares (indirectly) of Adhal, against shareholders’ loans. Results of Operations The Corporation finished the current year with income allocable to its owners of about $474 million, compared with income of about $6 million last year. The income after eliminating the negative contribution of those companies that are just at the outset of their activities is about $557 million (compared with income of about $54 million last year). The companies presently at the very outset of their activities – Better Place LLC and Chery Quantum Auto Limited have not yet commenced their commercial operations. In the year of account, the Corporation sold about 0.63% of the shares of ICL. The difference between the proceeds and the book value of the shares sold, in the amount of about $85 million, was recorded directly as an increase in equity and was not recorded on the statement of income. The Corporation finished the fourth quarter of the period of the report with income of about $161 million, compared with income of about $126 million in the corresponding quarter last year, and after elimination of the negative contribution of those companies that are just at the outset of their activities the Corporation’s income is about $209 million (compared with income of about $151 million in the corresponding quarter last year). Set forth below are the factors which impacted the results of operations for the year of the report: – Israel Chemicals Ltd. (hereinafter – “ICL”) finished the current year with income of about $1,025 million compared with income of about $770 million last year. – Oil Refineries Ltd. (hereinafter – “ORL”) – finished the current year with income of about $77 million compared with income of about $349 million last year (Last year Israel Corporation applied some of the IFRS standards differently than ORL and, therefore, the Corporation related to ORL’s income as being about $197 million). II Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2010 Results of Operations (Cont.) Set forth below are the factors which impacted the results of operations for the year of the report: (Cont.) – ZIM Integrated Shipping Services Ltd. (hereinafter – “ZIM”) finished the current year with income of about $54 million compared with a loss of about $432 million last year. – Inkia Energy Ltd. (hereinafter – “Inkia”) finished the year with income of about $45 million compared with income of about $59 million last year.