ICL Group Expands Further into Global Food Ingredients with Acquisition of Bartek Ingredients

Company executing against new strategic principles, to drive sustainable and profitable growth

ICL (NYSE:ICL) (TASE: ICL) today announced it has entered into a definitive agreement to acquire Bartek Ingredients. Bartek is the global leader in food-grade malic and fumaric acid and serves hundreds of customers and distributors in the food, beverage, confectionery, bakery and other end-markets worldwide. These functional food ingredients are used by food and beverage companies to enhance flavor profiles, extend shelf life and improve overall quality. These additives also contribute to the quality, safety and efficacy of personal care products.

Bartek distributes its products to more than 40 countries worldwide from its headquarters in Ontario, Canada, and operates the only vertically integrated maleic anhydride and food-grade malic and fumaric acid production facilities in North America. The business currently generates approximately $65 million in annual revenue and is in the process of constructing a new production facility, which is expected to be completed in 2026. Upon completion, the new facility is expected to significantly expand capacity and production volumes, supporting increased participation in the global functional food ingredients market, which is expected to exceed $45 billion in sales by 2030.

"We are excited to expand our portfolio deeper into specialty food solutions, with the acquisition of Bartek Ingredients – a global market leader in functional food ingredients. This strategic acquisition helps position us for further growth, as we leverage our existing global food presence to expand into other food ingredient segments," said Elad Aharonson, president and CEO of ICL. "This acquisition also advances our recently refined strategy, which focuses on the significant growth engines of specialty crop nutrition and specialty food solutions – two areas where we already have deep experience and broad exposure. We will continue to seek additional non-organic growth opportunities in these markets, driven by a commitment to creating long-term value and sustainable growth for our shareholders."

"ICL's position as a leading global manufacturer of ingredients and solutions for the food and beverage industry is very synergistic with our extensive acidulants experience," said Andrew Ross, CEO of Bartek Ingredients. "We expect to maximize our potential and capture an even larger share of the growing global functional food ingredients market, as we leverage ICL's global scale, technical expertise – including R&D capabilities – and decades of experience, to provide additional value to customers."

The acquisition is subject to customary closing conditions, including regulatory approvals, and will be completed in two phases. The first phase, expected to close during the first quarter of 2026, involves a cash investment of approximately $90 million for the acquisition of approximately 50% of Bartek. The timing and scale of the investment in the second phase, which will result in the acquisition of the remaining shares of Bartek, are subject to certain business and integration milestones.

About ICL

ICL Group is a leading global specialty minerals company, which creates impactful solutions for humanity's sustainability challenges in the food, agriculture and industrial markets. ICL leverages its unique bromine, potash and phosphate resources, its global professional workforce, and its sustainability focused R&D and technological innovation capabilities, to drive the company's growth across its end markets. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs more than 12,000 people worldwide, and its 2024 revenues totaled approximately $7 billion.

For more information, visit ICL's website at icl-group.com.

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Forward-Looking Statements

This announcement 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" and "potential," among others.

Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding the Company's intent, belief or current expectations. Forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: the Company's ability to satisfy the closing conditions for the transaction on a timely basis or at all; the anticipated effect of the transaction on the positioning of ICL in the food ingredients market, ICL's strategic focus in on the food ingredients market; ICL's expectations and assumptions concerning the time necessary to satisfy the conditions to the closing of the transaction, including the regulatory approvals in connection therewith; in addition, there is no assurance that the new production facility will be completed as planned or in time, nor that it will significantly increase the capacity and production volumes as expected; that Bartek Ingredients will maximize its potential or capture a larger market share. Although ICL believes the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because ICL can give no assurance they will prove to be correct.

The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. Other factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, estimates, forecasts and statements as to management's expectations with respect to, among other things, business and financial prospects, financial multiples and accretion estimates, future trends, plans, strategies, positioning, objectives and expectations, failure to complete the transaction as contemplated and the ability to successfully integrate the new business into the existing business in an effective manner, general economic, market and business conditions, weather conditions, governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, changes in environmental, tax and other laws or regulations and the interpretation thereof. As a result of the foregoing, readers should not place undue reliance on the forward‐looking statements contained in this press release concerning the timing of the transaction, or other more specific risks and uncertainties facing ICL, such as those set forth in the "Risk Factors" section of its Annual Report on Form 20-F filed on March 13, 2025 (reference no. 2025-02-016733), as such risk factors may be updated from time to time in its Current Reports on Form 6-K and other filings ICL makes with the U.S. Securities and Exchange Commission from time to time.

Forward-looking statements refer only to the date they are made, and the company does not undertake any obligation to update them in light of new information or future developments or to publicly release any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

[email protected]

Investor and Press Contact - Israel

Adi Bajayo

ICL Spokesperson

+972-3-6844459

[email protected]