EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

 
ICL GROUP LTD.
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
The undersigned hereby appoint(s) Lilach Geva Harel, Adv. and Aya Landman, Adv., or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 1.00 per share, of ICL Group Ltd. (the “Company”), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the 2021 Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held on Wednesday, July 14, 2021, at 10:00 a.m. (Israel time) at the offices of the Company, Millennium Tower, 23 Aranha Street, 22nd Floor, Tel Aviv, Israel, or via Zoom (meeting URL: https://icl-group.zoom.us/j/92682227615?pwd=OWlobFVobE9Xa092RUlkS3QvMUMzdz09; meeting ID: 926 8222 7615), and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the Notice of and Proxy Statement for the Meeting (receipt of which is hereby acknowledged):
 
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ITEMS SET FORTH ON THE REVERSE.  ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.
 
VOTES CAST ON ITEM 2 SET FORTH ON THE REVERSE WILL NOT BE COUNTED UNLESS “YES” OR “NO” HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER HAS A PERSONAL INTEREST (AS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO SUCH PROPOSAL.
 
(Continued and to be signed on the reverse side)
 

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
 
ICL GROUP LTD.
 
JULY 14, 2021
 
GO GREEN
 
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clutter and
paper waste. Enroll today via www.amstock.com to enjoy online access.
 
Please sign, date and mail
 
your proxy card in the
 
envelope provided as soon
 
as possible.
 
Please detach along perforated line and mail in the envelope provided.


 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS NOMINEES NAMED IN ITEM 1 AND THE EXTERNAL DIRECTOR NOMINEE NAMED IN ITEM 2 AND EACH OF THE OTHER ITEMS SET FORTH BELOW.  PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
 

 

1.
To elect nine directors to serve as members of the Board of Directors of the Company, effective as of the date of the Meeting until the next annual general meeting of shareholders of the Company and until each of their successors is duly appointed and qualified, or until any of their earlier resignation or removal.

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

2.
To elect Dr. Miriam Haran as an external director of the Company, within the meaning of the Israeli Companies Law, 1999, for a three-year term.

 
FOR
AGAINST
ABSTAIN
 
 


2A.
Are you a controlling shareholder of the Company or do you have a “personal interest” (as defined in the Proxy Statement) with respect to the subject matter of Proposal 2? (Please note: if you do not mark either “YES” or “NO” your shares will not be voted on Proposal 2)

 
YES
NO
 
   


3.
Reappointment of Somekh Chaikin, a member Firm of KPMG International, as the Company’s independent auditor until the next annual general meeting of shareholders of the Company.
 
 
FOR
AGAINST
ABSTAIN
 

To change the address on your account, please check the box at right and indicate your new address in the address space above.  Please note that changes to the registered name(s) on the account may not be submitted via this method.  ☐
 
Signature of Shareholder ________________ Date __________ Signature of Shareholder ________________ Date __________
 
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.  If signer is a partnership, please sign in partnership name by authorized person.