UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
ICL GROUP LTD.
EXPLANATORY NOTE
ICL Group Ltd. (the “Company”)
is filing this Amendment No. 1 to amend its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission on February 26, 2025 (the “Original Report”), in which the Company announced that its Board of
Directors has declared a cash dividend to shareholders. This Amendment No. 1 is being filed solely to correct an inadvertent typographical error regarding the Israeli withholding tax percentage that applies to foreign residents with respect to
about 11% of the dividend. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, restate, or update the information contained in the Original Report, or reflect any events that have occurred after
the Original Report was filed.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration
Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to
be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is
filed, to the extent not superseded by documents or reports subsequently filed or furnished.
ICL GROUP LTD.
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1.
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Dividend Distribution Announcement
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Item 1
Dividend Distribution Announcement
The Company hereby reports that on February 25, 2025, the Company's Board of Directors resolved to declare a cash dividend in the amount of
$0.04030 per share, or about $52 million.
Some shareholders will receive the dividend payment in New Israeli Shekels (NIS) and need to take into account that the amount of the
dividend per share is not final and is subject to changes due to the need to convert the amount from US dollars to NIS according to the Bank of Israel's representative exchange rate on March 11, 2025.
The dividend will be paid only to registered shareholders entitled to receive US $2 or more.
The record date is March 12, 2025, and the payment date is March 25, 2025. From the current dividend payment, Israeli tax will be withheld
at the following rates: (1) with respect to about 89% of the dividend, an Israeli resident company will not be charged for withholding tax; the withholding tax rate for an Israeli-resident individual will be 25%; and the withholding tax rate for
foreign residents (individuals and companies) will be 25% or in accordance with the applicable international tax treaties – whichever is lower; (2) with respect to about 11% of the dividend, Israeli residents (individual and companies) will be
charged for withholding tax at the rate of 15% and foreign residents (individuals and companies) will be charged for withholding tax at the rate of 15% or in accordance with the applicable international tax treaties – whichever is lower.
For additional information as to a possible refund procedure for taxes withheld in excess of the withholding tax rates described above,
from shareholders holding shares that are traded on NYSE not through an Israeli bank, please visit the Company's webpage, by clicking this link: https://iclgroupv2.s3.amazonaws.com/corporate/wp-content/uploads/sites/1004/2020/11/ICL-Tax-Withholding-Ruling-2020.pdf
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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ICL Group Ltd.
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By:
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/s/ Aviram Lahav
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Name:
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Aviram Lahav
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Title:
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Chief Financial Officer
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ICL Group Ltd.
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By:
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/s/ Aya Landman
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Name:
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Aya Landman
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Title:
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VP, Chief Compliance Officer & Corporate Secretary
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Date: February 27, 2025
