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Equity | 12 Months Ended
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Dec. 31, 2022
Equity [abstract] |
Note 19 - Equity | Note 19 – Equity
| A. | Composition:
| As of December 31, 2022 | As of December 31, 2021
| Authorized | Issued and paid | Authorized | Issued and paid
Number of ordinary shares of Israeli Shekel 1 par value (in millions) | 1,485 | 1,314 | 1,485 | 1,312
Number of Special State shares of Israeli Shekel 1 par value | 1 | 1 | 1 | 1
(*) For information regarding the amount of treasury shares, see Note 19.G. The reconciliation of the number of shares outstanding at the beginning and end of the year is as follows:
| Number of Outstanding Shares (in millions)
As of January 1, 2021 | 1,305
Issuance of shares | 7
As of December 31, 2021 | 1,312
Issuance of shares | 2
As of December 31, 2022 | 1,314
| B. | Rights conferred by the shares
| (1) | The ordinary shares grant their holders voting rights in General Meetings of the Company, the right to participate in shareholders’ meetings, the right to receive dividends and the right to a share in excess assets upon liquidation of ICL.
| (2) | The Special State of Israel Share, is held by the State of Israel for the purpose of monitoring matters of vital interest to the State of Israel, grants special rights to make decisions, among other things, on the following matters:
| - | Sale or transfer of company assets, which are “essential” to the State of Israel, not in the ordinary course of business.
| - | Voluntary liquidation, change or reorganization of the organizational structure of ICL or merger (excluding mergers of entities controlled by ICL, directly or indirectly, that would not impair the rights or power of the Government, as holder of the Special State Share).
| - | Any acquisition or holding of 14% or more of the issued share capital of ICL.
| - | The acquisition or holding of 25% or more of the issued share capital of ICL (including augmentation of an existing holding up to 25%), even if there was previously an understanding regarding a holding of less than 25%.
| - | Any percentage of holding of the Company’s shares, which grants its holder the right, ability or actual possibility to appoint, directly or indirectly, such number of the Company’s directors equal to half or more of the Company’s directors appointed.
During the second half of 2018, an inter-ministry team was established, headed by the Ministry of Finance, whose purpose is, among other things, to regulate the authority and supervision in respect of the Special State of Israel Share, as well as reduce the regulatory burden. In 2019, the work of this team was suspended until further notice due to the dissolution of the Knesset and lack of permanent Government. The Company is unable to estimate when or whether such team will recommence and what are the implications of this process over the Company, if any.
| C. | Share-based payments
| 1. | Non-marketable options
Grant date | Employees entitled | Number of instruments (thousands) | Issuance’s details | Instrument terms | Vesting conditions | Expiration date
August 6, 2014 | Officers and senior employees | 3,993 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, as amended in June 2016 (hereinafter – the amended 2014 Equity Compensation Plan). | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. In case that on the exercise date the closing price of an ordinary share is higher than twice the exercise price (the “Share Value Cap”), the number of the exercised shares will be reduced so that the product of the exercised shares actually issued to an offeree multiplied by the share closing price will equal to the product of the number of exercised options multiplied by the Share Value Cap. | 3 equal tranches: (1) one third on December 1, 2016 (2) one third on December 1, 2017 (3) one third on December 1, 2018 | Two years from the vesting date.
June 30, 2016 | Officers and senior employees | 3,035 | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | June 30, 2023
September 5, 2016 | Former chairman of BOD | 186
February 14, 2017 | Former CEO | 114 | February 14, 2024
June 20, 2017 | Officers and senior employees | 6,868 | June 20, 2024
August 2, 2017 | Former chairman of BOD | 165
March 6, 2018 | Officers and senior employees | 5,554 | March 6, 2025
Grant date | Employees entitled | Number of instruments (thousands) | Issuance’s details | Instrument terms | Vesting conditions | Expiration date
May 14, 2018 | CEO | 385 | An issuance of non-marketable and non-transferrable options, for no consideration, under the amended 2014 Equity Compensation Plan. | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | May 14, 2025
August 20, 2018 | Former chairman of BOD | 403 | August 20, 2025
April 15, 2019 | Officers and senior manager | 13,242 | 2 equal tranches: (1) half at the end of 24 months after the grant date. (2) half at the end of 36 months after the grant date. | 5 years after the grant date
June 27, 2019 | CEO | 3,512
May 29, 2019 * | Chairman of BOD | 2,169
June 30, 2021 | Senior employees | 647
February 8, 2022 | Senior employees | 9,294 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date
March 30, 2022 | CEO | 1,941
March 30, 2022 | Chairman of BOD | 1,055
* The options were issued upon Mr. Doppelt’s entry into office on July 1, 2019.
Additional Information The options issued to the employees in Israel are covered by the provisions of Section 102 of the Israeli Income Tax Ordinance. The issuance is performed through a trustee under the Capital Gains Track. The exercise price is linked to the known CPI as of the date of payment, which is the exercise date. When the Company distributes a dividend, the exercise price is reduced on the “ex dividend” date, by the amount of the dividend per share (gross), based on the amount in NIS thereof at the effective date. The fair value of the options granted in 2014, as part of the amended 2014 Equity Compensation Plan, was estimated using the binomial model for pricing options. The fair value of all other options was estimated using the Black & Scholes model for pricing options. The parameters used in applying the models are as follows:
|  | 2014 Plan
|  | Granted 2014 | Granted 2016 | Granted 2017 | Granted 2018 | Granted 2019 | Granted 2021 | Granted 2022
Share price (in $) |  |  | 8.2 |  | 3.9 | 4.5 | 4.4 | 5.4 | 6.8 | 10.0
CPI-linked exercise price (in $) |  |  | 8.4 |  | 4.3 | 4.3 | 4.3 | 5.3 | 7.1 | 10.1
Expected volatility: |  |  |  |  |  |  |  |  |  |
First tranche |  |  | 29.40% |  | 30.51% | 31.88% | 28.86% | 27.85% | 31.70% | 31.80%
Second tranche |  |  | 31.20% |  | 30.51% | 31.88% | 28.86% | 27.85% | 31.70% | 30.88%
Third tranche |  |  | 40.80% |  | 30.51% | 31.88% | 28.86% | - | - | 30.52%
Expected life of options (in years): |  |  |  |  |  |  |  |  |  |
First tranche |  |  | 4.3 |  | 7.0 | 7.0 | 7.0 | 4.4 | 4.4 | 3.2
Second tranche |  |  | 5.3 |  | 7.0 | 7.0 | 7.0 | 4.4 | 4.4 | 3.8
Third tranche |  |  | 6.3 |  | 7.0 | 7.0 | 7.0 | - | - | 4.0
Risk-free interest rate: |  |  |  |  |  |  |  |  |  |
First tranche |  |  | (0.17)% |  | 0.01% | 0.37% | 0.03% | (0.67)% | 0.43% | (1.46)%
Second tranche |  |  | 0.05% |  | 0.01% | 0.37% | 0.03% | (0.67)% | 0.43% | (1.29)%
Third tranche |  |  | 0.24 |  | 0.01% | 0.37% | 0.03% | - | - | (1.21)%
Fair value (in $ millions) |  |  | 8.4 |  | 4.0 | 11.3 | 8.8 | 7.5 | 0.6 | 24.9
Weighted average grant date fair value per option (in $) |  |  | 1.9 |  | 1.1 | 1.6 | 1.4 | 1.2 | 1.3 | 2.0
The expected volatility was determined based on the historical volatility in the Company’s share prices in the Tel-Aviv Stock Exchange. The expected life of the options was determined according to Management’s estimate of the period in which the employees will hold the options, taking into consideration their position with the Company. The risk‑free interest rate was determined based on the yield to maturity of shekel‑denominated Israeli Government debentures, with a remaining life equal or similar to the anticipated life of the option. The cost of the benefit embedded in the options and shares from the amended 2014 Equity Compensation Plan is recognized in the statement of income over the vesting period of each portion. Accordingly, in 2022, 2021, and 2020, the Company recorded expenses of $12 million, $6 million and $8 million, respectively. The movement in the options are as follows:
| Number of options (in millions)
Balance as of January 1, 2021 | 27
Movement in 2021: |
Expired during the year | 1
Exercised during the year | (16)
Total options outstanding as of December 31, 2021 | 12
Movement in 2022: |
Granted during the year | 12
Forfeited during the year | (2)
Exercised during the year | (7)
Total options outstanding as of December 31, 2022 | 15
Subsequent to the date of the report In February 2023, the Company’s HR & Compensation Committee and the Board of Directors, approved a new biennial equity grant for the years 2023-2024 in the form of about $461 thousand non-marketable and non-transferable options for no consideration, under the amended 2014 Equity Compensation Plan, to two senior managers. The vesting period of the options will be in three equal tranches, upon the lapse of 12 months, 24 months and 36 months from the grant date (February 14, 2023). The fair value at the grant date is about $903 thousand. The exercise prices for options outstanding at the beginning and end of each period are as follows (in US dollar):
| December 31, 2022 | December 31, 2021 | December 31, 2020
Granted in 2016 | 3.41 | 4.61 | 4.56
Granted in 2017 | 3.14 | 4.19 | 4.17
Granted in 2018 | 3.06 | 4.11 | 4.12
Granted in 2019 | 4.57 | 5.77 | 5.66
Granted in 2021 | 6.00 | 7.39 | -
Granted in 2022 | 8.91 | - | -
The number of outstanding vested options at the end of each period and the weighted average of the exercise price for these options are as follows (*):
| December 31, 2022 | December 31, 2021 | December 31, 2020
Number of options exercisable (in Millions) | 5 | 4 | 11
Weighted average exercise price in Israeli Shekel | 15.67 | 14.29 | 13.89
Weighted average exercise price in US Dollar | 4.45 | 4.59 | 4.32
(*) The share price as of December 31, 2022, is NIS 25.45 and $7.23. The range of exercise prices for the options outstanding vested at the end of each period is as follows:
| December 31, 2022 | December 31, 2021 | December 31, 2020
Range of exercise price in Israeli Shekel | 10.77-30.06 | 12.77-18.06 | 13.15-18.32
Range of exercise price in US Dollar | 3.06-8.54 | 4.11-5.81 | 4.09-5.70
The average remaining contractual life for the outstanding vested options at the end of each period is as follows:
| December 31, 2022 | December 31, 2021 | December 31, 2020
Average remaining contractual life | 3.42 | 2.83 | 3.58
| 2. | Restricted shares
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million)
June 20, 2017 | Officers and senior employees | 2,211 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the amended 2014 Equity Compensation Plan. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the approval date of the BOD and/or the approval date of the General Meeting). | 10
August 2, 2017 | Former chairman of BOD | 53 | 0.3
January 10, 2018 | ICL’s Directors (excluding ICL’s CEO & Chairman of the BOD) | 137 | 0.6
March 6, 2018 | Officers and senior employees | 1,726 | 8
May 14, 2018 | CEO | 121 | 0.6
August 20, 2018 | Former chairman of BOD | 47 | 0.2
April 23, 2020 | ICL’s Directors (excluding directors who are officers or directors of Israel Corporation Ltd.) | 177 | 3 equal tranches: (1) one third on January 1, 2021 (2) one third on January 1, 2022 (3) one third on January 1,2023 | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the Grant Date (the approval date of the annual General Meeting of shareholders). | 0.6
(*) | Vesting of the Restricted Shares granted to directors would fully accelerate, if the holder ceases to serve as a director of the Company, unless he/she ceased to hold office due to those certain circumstances regarding early termination of office or imposition of enforcement measures, as set forth in Sections 231-232a and 233(2) of the Israeli Companies Law.
| D. | D ividends distributed to the Company’s Shareholders
The date of Board of Directors’ decision to distribute the dividend | Actual date of distribution dividend | Gross amount of the dividend distributed (in millions of $) | Amount of the dividend per share (in $)
February 11, 2020 | March 18, 2020 | 23 | 0.02
May 10, 2020 | June 17, 2020 | 30 | 0.02
July 27, 2020 | September 16, 2020 | 36 | 0.03
November 10, 2020 | December 16, 2020 | 29 | 0.02
Total 2020 |  | 118 | 0.09
February 10, 2021 | March 16, 2021 | 34 | 0.03
May 5, 2021 | June 16, 2021 | 67 | 0.05
July 27, 2021 | September 1, 2021 | 68 | 0.05
November 3, 2021 | December 15, 2021 | 107 | 0.08
Total 2021 |  | 276 | 0.21
February 8, 2022 | March 8, 2022 | 169 | 0.13
May 10, 2022 | June 15, 2022 | 307 | 0.24%
July 26, 2022 | September 14, 2022 | 376 | 0.29
November 8, 2022 | December 14, 2022 | 314 | 0.24
Total 2022 |  | 1,166 | 0.9
February 14, 2023* | March 15, 2023 | 178 | 0.14
(*) The record date is March 1, 2023, and the payment date is March 15, 2023.
| E. | Cumulative translation adjustment
T he translation reserve includes all translation differences arising from translation of foreign operations’ financial statements.
| F. | Capital reserves
The capital reserves include expenses for share‑based compensation to employees against a corresponding increase in equity (See item C above) and change in investment at fair value through other comprehensive income.
| G. | Treasury shares
| During 2008 and 2009, 22.4 million shares were acquired by the Group under a purchase plan, for a total consideration of approximately $258 million. Total shares held by the Group are about 24.5 million.

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