Instagram<\/a>.<\/p>\nGuidance<\/b><\/p>\n
\n(1a) The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for consolidated adjusted EBITDA and for its Potash business the company provides sales volumes guidance. The company believes this information provides greater transparency, as the price of potash has stabilized over the past few years and consolidated adjusted EBITDA is now a more relevant metric for investors to evaluate the company\u2019s performance and compare its financial results between periods.<\/p>\n
Non-GAAP Statement<\/b><\/p>\n
\nThe company discloses in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the company\u2019s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Management uses adjusted operating income, adjusted net income attributable to the company\u2019s shareholders, diluted adjusted earnings per share, and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table under \u201cAdjustments to reported operating, and net income (non-GAAP)\u201d below. Some of these items may recur. Adjusted net income attributable to the company\u2019s shareholders is calculated by adjusting net income attributable to the company\u2019s shareholders to add certain items, as set forth in the reconciliation table under \u201cAdjustments to reported operating, and net income (non-GAAP)\u201d below, excluding the total tax impact of such adjustments. Diluted adjusted earnings per share is calculated by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under \u201cConsolidated adjusted EBITDA, and diluted adjusted Earnings Per Share for the periods of activity\u201d below, which were adjusted for in calculating the adjusted operating income. You should not view adjusted operating income, adjusted net income attributable to the company\u2019s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the company\u2019s shareholders determined in accordance with IFRS, and you should note that the definitions of adjusted operating income, adjusted net income attributable to the company\u2019s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of the company’s non-IFRS financial measures as tools for comparison. However, the company believes adjusted operating income, adjusted net income attributable to the company\u2019s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Management uses these non-IFRS measures to evaluate the company’s business strategies and management performance. The company believes these non-IFRS measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate performance.<\/p>\n
Forward Looking Statements<\/b><\/p>\n
\nThis announcement contains statements that constitute \u201cforward\u2011looking statements,\u201d many of which can be identified by the use of forward\u2011looking words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccould,\u201d \u201cexpect,\u201d \u201cshould,\u201d \u201cplan,\u201d \u201cintend,\u201d \u201cestimate,\u201d \u201cstrive,\u201d \u201cforecast,\u201d \u201ctargets\u201d and \u201cpotential,\u201d among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements.<\/p>\n
\nForward\u2011looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding the company’s intent, belief or current expectations. Forward\u2011looking statements are based on management\u2019s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward\u2011looking statements due to various factors, including, but not limited to:<\/b><\/p>\n
\nLoss or impairment of business licenses or mineral extractions permits or concessions, including our ability to win the new concession at the Dead Sea in 2030; the effects of the ongoing security situation in Israel, including the nature and duration of related conflicts; volatility of supply and demand and the impact of competition; the difference between actual reserves and the company reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to “harvest” salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at the company’s seaport shipping facilities or regulatory restrictions affecting the company’s ability to export products overseas; changes in exchange rates or prices compared to those we are currently experiencing; general market, political or economic conditions in the countries in which the company operates; price increases or shortages with respect to water, energy and the company’s principal raw materials; pandemics may create disruptions, impacting our sales, operations, supply chain and customers; delays in the completion of major projects by third-party contractors and\/or in termination of engagements with contractors and\/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the company plants; labor disputes, slowdowns and strikes involving the company employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and\/or higher tax liabilities; changes in the company evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; and restrictions, as well as credit risk rising interest rates; the outcome of government examinations or investigations; disruption of information technology systems or breaches of the company, or the company service providers, data security; failure to retain and\/or recruit key personnel; inability to realize expected benefits from the company cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the company’s businesses; our exposure to risks relating to its current and future activity in emerging markets; changes in demand for the company’s fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company’s control; disruption to sales of the company’s industrial products and phosphate solutions segments’ products, as well as magnesium products, due to factors beyond our control; the company including changes in global economic conditions and environmental regulations; our ability to secure additional resources to continue the company’s phosphate mining operations at ICL Rotem; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the company’s workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and\/or political, economic and military instability in Israel and its region; including the state of security tension in Israel and the resulting disruptions to the company supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; current closing of transactions, mergers and acquisitions; and other risk factors discussed under \u201dItem 3 – Key Information\u2014 D. Risk Factors” in the company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (SEC) on March 11, 2026 (the Annual Report).<\/p>\n
\nForward-looking statements speak only as of the date they are made, and except as otherwise required by law, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements, targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risks and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements.<\/p>\n
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