ZIM Integrated Shipping Services Ltd. [ZIM] Filings

		Page
INTRODUCTION AND USE OF CERTAIN TERMS		1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		6
FORWARD-LOOKING STATEMENTS		7
PART I		8
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8
A.	Directors and senior management	8
B.	Advisers	8
C.	Auditors	8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		8
A.	Offer statistics	8
B.	Method and expected timetable	8
ITEM 3. KEY INFORMATION		8
A.	Selected financial data	8
B.	Capitalization and indebtedness	8
C.	Reasons for the offer and use of proceeds	8
D.	Risk factors	8
ITEM 4. INFORMATION ON THE COMPANY		35
A.	History and development of the company	35
B.	Business Overview	36
C.	Organizational structure	64
D.	Property, plant and equipment	64
ITEM 4A. UNRESOLVED STAFF COMMENTS		64
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		64
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		79
A.	Directors and senior management	79
B.	Compensation	82
C.	Board practices	83
D.	Employees	91
E.	Share ownership	91

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		93
A.	Major shareholders	93
B.	Related party transactions	94
C.	Interests of Experts and Counsel	102
ITEM 8. FINANCIAL INFORMATION		102
A.	Consolidated statements and other financial information	102
B.	Significant changes	103
ITEM 9. THE OFFER AND LISTING		103
A.	Offering and listing details	103
B.	Plan of distribution	103
C.	Markets	103
D.	Selling shareholders	103
E.	Dilution	103
F.	Expenses of the issue	103
ITEM 10. ADDITIONAL INFORMATION		103
A.	Share capital	103
B.	Memorandum of association and bye-laws	104
C.	Material contracts	104
D.	Exchange controls	104
E.	Taxation	104
F.	Dividends and paying agents	109
G	Statement by experts	109
H.	Documents on display	109
I.	Subsidiary information	109
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		109
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		109
A.	Debt securities	109
B.	Warrants and rights	109
C.	Other securities	109
D.	American Depositary Shares	109

PART II		110
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		110
A.	Defaults	110
B.	Arrears and delinquencies	110
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		110
ITEM 15. CONTROLS AND PROCEDURES		110
A.	Disclosure Controls and Procedures	110
B.	Management’s Annual Report on Internal Control over Financial Reporting	110
C.	Attestation Report of the Registered Public Accounting Firm	111
D.	Changes in Internal Control over Financial Reporting	111
ITEM 16. RESERVED		111
ITEM 16A. Audit committee financial expert		111
ITEM 16B. Code of Conduct		111
ITEM 16C. Principal Accountant Fees and Services		112
ITEM 16D. Exemptions from the listing standards for audit committees		112
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers		112
ITEM 16F. Change in registrant’s certifying accountant		112
ITEM 16G. Corporate governance		112
ITEM 16H. Mine safety disclosure		113
PART III		114
ITEM 17. Financial statements		114
ITEM 18. Financial statements		114
ITEM 19. Exhibits		114
Index to Consolidated Financial Statements		F-1

“alliance”	A type of a vessel sharing agreement that involves joint operations of fleets of vessels and sharing of vessel space in multiple trades.
“bareboat charter”	A form of charter where the vessel owner supplies only the vessel, while the charterer is responsible for crewing the vessel, obtaining insurance on the vessel, the auxiliary vessel equipment, supplies, maintenance and the operation and management of the vessel, including all costs of operation. The charterer has possession and control of the vessel during a predetermined period and pays the vessel owner charter hire during that time.
“bill of lading”	A document issued by or on behalf of a carrier as evidence of a contract carriage and is usually considered as a document of title (transferable by endorsement) and as receipt by the carrier for the goods shipped and carried. The document contains information relating to the nature and quantity of goods, their apparent condition, the shipper, the consignee, the ports of loading and discharge, the name of the carrying vessel and terms and conditions of carriage. A house bill of lading is a document issued by a freight forwarder or non-vessel operating common carrier that acknowledges receipt of goods that are to be shipped and is issued once the goods have been received.
“blank sailing”	A scheduled sailing that has been cancelled by a carrier or shipping line resulting in a vessel skipping certain ports or the entire route.
“booking”	Prior written request of a shipper (in a specific designated form) from the carrier setting forth the requested details of the shipment of designated goods (i.e., a space reservation).
“bulk cargo”	Cargo that is transported unpackaged in large quantities, such as ores, coal, grain and liquids.

“BWM Convention”	The International Convention for the Control and Management of Ships’ Ballast Water and Sediments.
“capacity”	The maximum number of containers, as measured in TEUs, that could theoretically be loaded onto a container ship, without taking into account operational constraints. With reference to a fleet, a carrier or the container shipping industry, capacity is the total TEUs of all vessels in the fleet, the carrier or the industry, as applicable.
“cargo manifest”	A shipping document listing the contents of shipments per bills of lading including their main particulars, usually used for customs, security, port and terminal purposes.
“carrier”	The legal entity engaged directly or through subcontractors in the carriage of goods for a profit.
“CERCLA”	The U.S. Comprehensive Environmental Response Compensation, and Liability Act.
“CGU”	Cash generating unit.

“charter”	The leasing of a vessel for a certain purpose at a predetermined rate for a predetermined period of time (where the hire is an agreed daily rate) or for a designated voyage (where the hire is agreed and based on volume/ quantity of goods).
“classification societies”	Organizations that establish and administer standards for the design, construction and operational maintenance of vessels. As a practical matter, vessels cannot operate unless they meet these standards.
“conference”	A grouping of container shipping companies which come together to set a common structure of rates and surcharges for a specific trade route.
“consignee”	The entity or person named in the bill of lading as the entity or person to whom the carrier should deliver the goods upon surrendering of the original bill of lading when duly endorsed.
“container”	A steel box of various size and particulars designed for shipment of goods.
“containerized cargo”	Cargo that is transported using standard intermodal containers as prescribed by the International Organization for Standardization. Containerized cargo excludes cargo that is not transported in such containers, such as automobiles or bulk cargo.
“customs clearance”	The process of clearing import goods and export goods through customs.
“demurrage”	The fee we charge an importer for each day the importer maintains possession of a container that is beyond the scheduled or agreed date of return.
“depot”	Container yards located outside terminals for stacking of containers.
“detention”	A penalty charge which may be imposed by the carrier, the terminal or the warehouse to customers for exceeding agreed times for returning (merchant’s haulage) or stuffing/stripping (carrier’s haulage) container(s).
“dominant leg”	The direction of shipping on a particular trade with the higher transport volumes. The opposite direction of shipping is called the “counter-dominant” leg.
“drydocking”	An out-of-service period during which planned repairs and maintenance are carried out, including all underwater maintenance such as external hull painting. During the drydocking, mandatory classification society inspections are carried out and relevant certifications issued.
“ECAs”	Emission Control Areas as defined by Annex VI to the MARPOL Convention.
“end-user”	A customer who is a producer of the goods to be shipped or an exporter or importer of such goods, in each case, with whom we have a direct contractual relationship. In contrast, with respect to an indirect customer, we only have a contractual relationship with a freight forwarder who acts as agent for the producer of the goods to be shipped.
“EPA”	The U.S. Environmental Protection Agency, an agency of the U.S. federal government responsible for protecting human health and the environment.
“FCL”	Full Container Load, which refers to cargo shipped in a complete container.
“feeder”	A small tonnage vessel that provides a linkage between ports and long hull vessels or main hub ports and smaller facility ports, which may be inaccessible to larger vessels.

“feeder service”	A line of service that transfers cargo between a central hub port and regional ports for a transcontinental ocean voyage.
“freight forwarder”	Non-vessel operating common carriers that assemble cargo from customers for forwarding through a shipping company.
“GDP”	Gross domestic product.
“global orderbook”	The list of newbuilding orders as provided by Alphaliner.

“hybrid charter”	A form of charter where the charterer’s responsibility and involvement is more in line with that of a “bareboat” charter, but the vessel owner retains possession of the vessels and other rights as defined in the charter party agreement.
“IMO”	The International Maritime Organization, the United Nations specialized agency with responsibility for the safety and security of shipping and the prevention of marine pollution by ships.
“IMO 2020 Regulations”	Global regulations imposed by the IMO, effective January 1, 2020, requiring all ships to burn fuel with a maximum sulfur content of 0.5%, among other requirements.
“ISM Code”	International Safety Management Code, an international code for the safe management and operation of ships and for pollution prevention issued by the IMO applicable to international route vessels and shipping companies (ship management companies, bareboat charters and shipowners).
“ISPS Code”	International Ship and Port Facility Security Code, an international code for vessel and port facility security issued by the IMO applicable to international route vessels.
“JWC”	The Joint War Committee.
“Kyoto Protocol”	The Kyoto Protocol to the United Nations Framework Convention on Climate Change.
“LCL”	Less than a Container Load, which refers to shipments that fill less than a full shipping container and are grouped with other cargo.
“liner”	A vessel sailing between specified ports on a regular basis.
“lines”	A line refers to a route for shipping cargo between sea ports.
“LNG”	Liquified natural gas. LNG is used as a vessel fuel, and is considered to emit less sulfur oxide, carbon, and other pollutants than existing conventional vessel fuels.
“logistics”	A comprehensive, system-wide view of the entire supply chain as a single process, from raw materials supply through finished goods distribution. All functions that make up the supply chain are managed as a single entity, rather than managing individual functions separately.
“long-term lease”	In relation to container leasing, a lease typically for a term which exceeds five years, during which an agreed leasing rate is payable.
“MARPOL Convention”	The International Convention for the Prevention of Pollution from Ships.
“MEPC”	The Marine Environment Protection Committee of the IMO.

“MTSA”	The US Maritime Transport Security Act of 2002.
“newbuilding”	A vessel under construction or on order.
“non-dominant leg”, or “counter-dominant leg”	The direction of shipping on a particular trade with the lower transport volumes. The opposite direction of shipping is called the “dominant” leg.
“non-vessel operating common carrier”	A carrier, usually a freight forwarder, which does not own or operate vessels and is engaged in the provision of shipping services, normally issuing a house bill of lading.
“off hire”	A period within a chartering term during which no charter hire is being paid, in accordance with the charter arrangement, due to the partial or full inability of vessels, owners or crew to comply with charterer instructions resulting in the limited availability or unavailability of the vessel for the use of the charterer.

“OSRA”	The U.S. Federal Ocean Shipping Reform of Act 2022. This legislation increases the authority of the Federal Maritime Commission (FMC) in regulating the maritime shipping industry, including with respect to detention and demurrage charges, and by prohibiting common ocean carriers, marine terminal operators, or ocean transportation intermediaries from unreasonably refusing cargo space when available.
“own”	With respect to our vessels or containers, vessels or containers to which we have title (whether or not subject to a mortgage or other lien).
“P&I”	Protection and indemnity.
“port state controls”	The inspection of foreign ships in national ports to verify that the condition of the ship and its equipment comply with the requirements of international regulations and that the ship is manned and operated in compliance with these rules.
“reefer”	A temperature-controlled shipping container.
“regional carrier”	A carrier who generally focuses on a number of smaller routes within a geographical region or within a major market, and usually offers direct services to a wider range of ports within a particular market.
“scrapping”	The process by which, at the end of its life, a vessel is sold to a shipbreaker who strips the ship and sells the steel as “scrap.”
“scrubbers”	A type of exhaust gas cleaning equipment utilized by ships to control emissions.
“service”	A string of vessels which makes a fixed voyage and serves a particular market.
“Shanghai (Export) Containerized Freight Index”	Composite index published by the Shanghai Shipping Exchange that reflects the fluctuation of spot freight rates in the export container transport market in Shanghai. The basis period of the composite index is October 16, 2009 and the basis index is 1,000 points.
“shipper”	The entity or person named in the bill of lading to whom the carrier issues the bill of lading.
“slot”	The space required for one TEU on board a vessel.
“slot capacity”	The amount of container space on a vessel.
“slot charter/hire agreement”	An arrangement under which one container shipping company will charter container space on the vessel of another container shipping company.
“slow steaming”	The practice of operating vessels at significantly less than their maximum speed.
“SOLAS”	The International Convention for the Safety of Life at Sea, 1974.

“SSAS”	Ship Security Alert Systems.
“STCW”	The International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended.
“stevedore”	A terminal operator or a stevedoring company who is responsible for the loading and discharging containers on or from vessels and various other container related operating activities.

“swap agreement”	An exchange of slots between two carriers, with each carrier operating its own line, while also having access to capacity on the other shipper’s line.
“terminal”	An assigned area in which containers are stored pending loading into a vessel or are stacked immediately after discharge from the vessel pending delivery.
“TEU”	Twenty-foot equivalent unit, a standard unit of measurement of the volume of a container with a length of 20 feet, height of eight feet and six inches and width of eight feet.
“time charter”	A form of charter where the vessel owner charters a vessel’s carry capacity to the charterer for a particular period of time for a daily hire. During such period, the charterer has the use of vessel’s carrying capacity and may direct her sailings. The charterer is responsible for fuel costs, port dues and towage costs. The vessel owner is only responsible for manning the vessel and paying crew salaries and other fixed costs, such as maintenance, repairs, oils, insurance and depreciation.
“trade”	Trade between an origin group of countries and a destination group of countries.
“UNCITRAL”	The United Nations Commission on International Trade Law.
“U.S. Shipping Act”	The U.S. Shipping Act of 1984, as amended by the US Ocean Shipping Reform Act of 1998, and the Ocean Shipping Reform Act of 2022.
“vessel sharing agreement” (VSA)	An operational agreement between two or more carriers to operate their vessels on a service by swapping slots on such service and whereby at least two carriers contribute vessels to the service.
“2M Alliance”	A container shipping alliance comprised of Copenhagen based Maersk Lines Ltd. (Maersk) and Geneva based Mediterranean Shipping Company (MSC). In January 2023 MSC and Maersk released a joint statement announcing the termination of the 2M Alliance in January 2025.

•

our expectations regarding general market conditions, including as a result of global trends and geopolitical events and developments such as, but not limited to, the Houthi attacks against vessels in the Red Sea, which have, among other consequences, resulted in companies re-routing vessels, the war between Israel and Hamas and the armed conflict between Israel and Hezbollah, the political and military instability in the Middle East, the Russia-Ukraine conflict, rising inflation and corresponding interest rates and the aftermath effects of the COVID-19 pandemic or other pandemics;

•

our expectations regarding trends related to the global container shipping industry, including with respect to fluctuations in vessel and container supply, industry consolidation, demand for containerized shipping services, bunker and alternative fuel prices, charter and freights rates, container values and other factors affecting supply and demand;

•

our plans regarding our business strategy, areas of possible expansion and expected capital spending or operating expenses;

•

our ability to adequately respond to political, economic and military instability in Israel and the Middle East (particularly as a result of the Israel-Hamas war and the Israel-Hezbollah armed conflict), and our ability to maintain business continuity as an Israeli-incorporated company in times of emergency.

•

our ability to effectively handle cyber-security threats and recover from cyber-security incidents, including in connection with the Israel-Hamas war and the Israel-Hezbolla armed conflict.

•

our anticipated ability to obtain additional financing in the future to fund expenditures.

•

our expectation of modifications with respect to our and other shipping companies’ operating fleet and lines, including the utilization of larger vessels within certain trade zones and modifications made in light of environmental regulations;

•

the expected benefits of our cooperation agreements and strategic partnerships;

•

Formation of new alliances among global carriers, changes in and disintegration of existing alliances and collaborations, including alliances and collaborations to which we are not a party to;

•

our anticipated insurance costs;

•

our beliefs regarding the availability of crew;

•

our expectations regarding our environmental and regulatory conditions, including with respect to the drought situation around the Panama Canal, and including changes in laws and regulations or actions taken by regulatory authorities, and the expected effect of such regulations;

•

our beliefs regarding potential liability from current or future litigation;

•

our plans regarding hedging activities;

•

our ability to pay dividends in accordance with our dividend policy; and

•

our expectations regarding our competition and ability to compete effectively.

•

The container shipping industry is dynamic and volatile and has been marked in recent years by instability and uncertainties as a result of global geopolitical and economic conditions and the many factors that affect supply and demand in the shipping industry, including the Yemeni Houthis’ attacks on ships in the Red Sea that forced many ocean carriers to reroute some of their vessels to alternative, longer and more expensive routes, the political and military instability in the Middle East as a result of the Israel-Hamas war and other armed conflicts in the region (such as between Israel and Hezbollah in Lebanon and Syria), the Russia-Ukraine war, US-China tensions related to trade restrictions, regulatory developments, relocation of manufacturing, logistical bottlenecks in certain location along the cargo carriage chain, the long-term impacts of the COVID-19 pandemic or other pandemics, rising inflation and climbing interest rates and fluctuations in demand for containerized shipping services which could significantly impact freight rates.

•

We are incorporated and based in Israel. Our results may be adversely affected by political, economic, and military instability in Israel and the Middle East. The fact that we are incorporated in Israel might limit our ability to conduct and expand our business.

•

The military conflicts between Russia and Ukraine and Israel and Hamas and other geopolitical instabilities may cause financial markets to plummet, reduce global trade, increase bunker prices and may have a material adverse effect on our business, financial condition, results of operations and liquidity.

•

We charter-in most of our fleet, which makes us more sensitive to fluctuations in the charter market, and as a result of our dependency on the vessel charter market, our costs associated with chartering vessels are unpredictable and could be, in certain circumstances, high even when the freight market is in a downward trend.

•

Future imbalance between supply of global container ship capacity and demand may limit our ability to operate our vessels profitably.

•

Limited or unavailable access to ports, canal passages and means of land transportation (mostly rail and trucking), including due to congestion.

•

Changing trading patterns, trade flows and sharpening trade imbalances, regulatory measures, variable operational costs, such as container storage costs, terminal costs and land transportation costs, including due to the impact of the COVID-19 pandemic, may increase our container repositioning costs. If our efforts to minimize our repositioning costs are unsuccessful, it could adversely affect our business, financial condition and results of operations.

•

Our ability to participate in operational partnerships in the shipping industry remains limited, which may adversely affect our business. In addition, we face risks related to our strategic cooperation agreement with the 2M Alliance which, following the joint statement by its members MSC and Maersk announcing the termination of the 2M alliance, will be terminated in January 2025, and can be unilaterally terminated even earlier by any party to the agreement after an initial period of 18 months (subject to provision of a six month prior written notice).

•

The container shipping industry is highly competitive, and competition may intensify even further. Certain of our large competitors may be better positioned and have greater financial resources than us and may therefore be able to offer more attractive schedules, services and rates, which could negatively affect our market position and financial performance.

•

We may be unable to retain existing customers or may be unable to attract new customers.

•

We face various cyber-security risks both as a shipping company and as an Israeli-based company, particularly in times of war and military conflicts.

•

Volatile bunker prices, including as a result of environmental regulation (such as the European emission trade system scheme in effect as of January 1, 2024, or the mandatory transfer to low sulfur oil bunker pursuant to the IMO 2020 Regulations), dependency on gas suppliers for LNG operated vessels or other geopolitical and economic events, may have an adverse effect on our results of operations.

•

We are subject to environmental regulations, and in addition, ESG regulation and reporting requirements have intensified and are expected to continue to intensify in the future, including without limitation, with respect to the use of cleaner fuel and/or imposition of vessel speed limits, which could increase our operational costs.

•

The container shipping industry has been subject to legislative initiatives and extensive scrutiny by regulators around the world since the temporary spike in freight rates and related charges following the outbreak of the COVID-19 pandemic in 2020, although those have normalized since the second half of 2022. In particular, the ministry of transportation in China approached several carriers, including the Company, with a request for information with respect to the charging of customers practices, and filing of charges and changes in charges with the relevant regulators. In the U.S., the Ocean Shipping Reform Act of 2022 (OSRA) mandates a series of rulemaking projects by the Federal Maritime Commission (FMC) such as regarding the prohibition to unreasonably refuse to carry cargo,  and requires carriers to immediately implement certain requirements in detention and demurrage invoices, which may affect our ability to effectively collect these fees from our customers, heighten the risk of civil litigation against us and adversely affect our financial results. If we are found to be in violation of the applicable regulation, we could be subject to various sanctions, including monetary sanctions.

•

global and regional economic and geopolitical trends, including armed conflicts (such as in the Middle East and between Russia and Ukraine), terrorist activities, embargoes, strikes, inflation rates, climbing interest rates, trade wars and the short- and long-term impacts of the COVID-19 or other pandemics on the global economy;

•

the global supply of and demand for commodities and industrial products globally and in certain key markets, such as China;

•

developments or disturbances in international trade, including the imposition of tariffs, the modification of trade agreements between states and other trade protectionism (for example, in the U.S.-China trade);

•

changes in the shipping industry, including mergers and acquisitions, bankruptcies, restructurings and alliances;

•

development of digital platforms to manage operations and customer relations, including billing and services.

•

actual or anticipated variations in our or our competitors’ results of operations and financial condition;

•

variations in our financial performance or operating results from the expectations of market analysts;

•

announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or strategic alliances, or expansion plans;

•

our involvement in litigation;

•

our sale of ordinary shares or other securities in the future;

•

market conditions in our industry, which traditionally have been volatile;

•

changes in key personnel;

•

the trading volume of our ordinary shares;

•

changes in government regulation;

•

changes in the estimation of the future size and growth rate of our markets; and

•

general economic and market conditions.

		Year ended December 31,
Geographic trade zone (percentage of total TEUs carried for the period)		Primary trade		2023				2022				2021
Pacific		Transpacific			38	%			34	%			39	%
Cross-Suez		Asia-Europe			12	%			13	%			10	%
Atlantic-Europe		Atlantic			13	%			15	%			18	%
Intra-Asia		Intra-Asia			28	%			31	%			27	%
Latin America		Intra-America			9	%			7	%			6	%
					100	%			100	%			100	%

Type of Container		Type of Cargo		Quantity				TEUs
Dry van containers		Most general cargo, including commodities in bundles, cartons, boxes, loose cargo, bulk cargo and furniture			1,824,378				3,092,964
Reefer containers		Temperature controlled cargo, including pharmaceuticals, electronics and perishable cargo			100,510				198,907
Other specialized containers		Heavy cargo and goods of excess height and/or width, such as machinery, vehicles and building			56,173				70,748
					1,981,061				3,362,619

•

Out-of-gauge cargo. Cargo that is over-weight, over-height, over-length and/or over-width can present many challenges and issues relating to proper stowage, securing and handling. We maintain our containers to the highest standards and offer premium third-party services relating to these particular challenges.

•

Dangerous and hazardous, cargo. We specialize in carrying Dangerous and hazardous shipments safely in accordance with all applicable local and international rules and regulations. We ship a wide array of such cargos, and we employ dedicated teams of specialists in five offices around the globe who are specially trained to guide our customers through every stage of the supply chain challenges. We have also developed and implemented “ZIMGuard”, an innovative artificial intelligence-based, screening software designed to detect and identify incidents of misdeclared hazardous cargo before loading to vessel.

•

Reefer cargo. Reefer cargo includes perishable goods, pharmaceuticals and electronics. Our reefer specialists and merchant marine officers ensure the safe transport of reefer cargo with precise tracking and continuous monitoring throughout the cold chain. During 2023 the portion of our reefer cargo carried out of our total carried TEU has grown by approximately 5% compared to 2022, demonstrating our strategy to focus on reefers as one of our growth engines. In addition, as we strive to have the youngest reefer fleet in the industry, we have also invested in new custom-made reefer containers already equipped with our ZIMonitor capabilities, as well as in controlled atmosphere units which are designed to ship fresh produce cargo.

		Number				Capacity (TEU)				Other Vessels				Total
Vessels owned by us			9				31,842				—				9
Vessels chartered from parties related to us			1				4,253				2				3
Periods up to 1 year (from December 31, 2023)			1				4,253				1				2
Periods between 1 to 5 years (from December 31, 2023)			—				—				1				1
Periods over 5 years (from December 31, 2023)			—				—				—				—
Vessels chartered from third parties			118				602,706				14				132
Periods up to 1 year (from December 31, 2023)			32				105,526				-				32
Periods between 1 to 5 years (from December 31, 2023)			74				355,584				14				88
Periods over 5 years (from December 31, 2023)			12				141,596				—				12
Total(1)			128				638,801				16				144

•

Slot sale agreements. We sell slots on board our vessels to transport empty containers.

•

One-way container lease. We use leasing companies and other shipping liners’ empty containers to move cargo from locations with increased demand to over-supplied locations. We are a global leader in one-way container volumes.

•

Equipment sub-leases. We lease our equipment to other carriers and freight forwarders in order to reduce our container repositioning and evacuation costs.

		Geographic trade zone
Partner		Pacific		Cross-Suez		Intra-Asia		Atlantic-Europe		Latin America
A.P. Moller-Maersk(1)		✓				✓				✓
Mediterranean Shipping Company (MSC)(1)		✓		✓		✓		✓		✓
CMA CGM S.A.						✓
Evergreen Marine Corporation						✓
Hapag-Lloyd AG(2)						✓		✓
China Ocean Shipping Company (COSCO)						✓		✓
ONE						✓		✓
Orient Overseas Container Line Limited (OOCL)						✓
Yang Ming Marine Transport Corporation						✓		✓
Hyundai Merchant Marine Co. Ltd.						✓
Others						✓				✓

(1)

Our cooperation with Maersk and MSC is under the 2M Alliance framework, except: (i) our collaboration agreements with MSC as of July and September 2023 (as detailed above); (ii) our separate bilateral cooperation agreement with MSC in the Latin America; and (iii) our separate bilateral cooperation agreement with Maersk in the Latin America and Intra-Asia trades.

(2)

With respect to the Atlantic-Europe trade, we have a swap agreement with THE Alliance member Hapag-Lloyd, supporting ZIM loadings on THE Alliance service on this trade. ZIM also has a separate bilateral agreement with respect to the Atlantic-Europe trade with Hapag-Lloyd in its standalone capacity.

•

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

•

injury to, or economic losses resulting from, the destruction of real and personal property;

•

loss of subsistence use of natural resources that are injured, destroyed or lost;

•

net loss of taxes, royalties, rents, fees and or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

•

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

•

net cost of increased or additional public services necessitated by removal activities following a discharge of pollutants, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

•

on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

•

on-board installation of ship security alert systems;

•

the development of ship security plans; and

•

compliance with flag state security certification requirements.

C.	Organizational structure

D.	Property, plants and equipment

•

our local shipping agencies’ effectiveness in capturing such demand;

•

our level of customer service, which affects our ability to retain and attract customers;

•

our ability to effectively deploy capacity to meet such demand;

•

our operating efficiency; and

•

our ability to establish and operate existing and new services in markets where there is growing demand.

•

cyclical demand for container shipping services relative to the supply of vessel and container capacity;

•

competition in specific trades;

•

costs of operation (including bunker, terminal and charter costs);

•

the particular dominant leg on which the cargo is transported;

•

average vessel size in specific trades;

•

the origin and destination points selected by the shipper; and

•

the type of cargo and container type.

		Year Ended December 31,
		2023				2022				2021
		(in millions)
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBIT
Net income (loss)		$	(2,687.9	)		$	4,629.0			$	4,649.1
Financial expenses, net			304.5				108.5				156.8
Income taxes			(127.6	)			1,398.3				1,010.4
Operating income (EBIT)			(2,511.0	)			6,135.8				5,816.3
Non-cash charter hire expenses(1)			0.2				0.4				1.5
Capital loss (gain), beyond the ordinary course of business(2)			20.0				(0.6	)			(0.1	)
Assets Impairment loss(3)			2,063.4				0.0				0.0
Expenses related to legal contingencies			5.0				9.8				2.0
Adjusted EBIT		$	(422.4	)		$	6,145.4			$	5,819.7
Adjusted EBIT margin(4)			(8.2	)%			48.9	%			54.2	%

(1)	Mainly related to amortization of deferred charter hire costs, recorded in connection with the 2014 restructuring.

(2)	Related to disposal of assets, other than container and equipment (which are disposed on a recurring basis).

(3)	For further details, see Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report.

(4)	Represents Adjusted EBIT divided by Income from voyages and related services.

		Year Ended December 31,
		2023				2022				2021
		(in millions)
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
Net income (loss)		$	(2,687.9	)		$	4,629.0			$	4,649.1
Financial expenses, net			304.5				108.5				156.8
Income taxes			(127.6	)			1,398.3				1,010.4
Depreciation and amortization			1,471.8				1,396.2				779.2
EBITDA			(1,039.2	)			7,532.0				6,595.5
Non-cash charter hire expenses			0.1				0.1				0.0
Capital loss (gain), beyond the ordinary course of business(1)			20.0				(0.6	)			(0.1	)
Assets Impairment loss(2)			2,063.4				0.0				0.0
Expenses related to legal contingencies			5.0				9.8				2.0
Adjusted EBITDA		$	1,049.3			$	7,541.3			$	6,597.4

(1)	Related to disposal of assets, other than containers and equipment (which are disposed on a recurring basis).

(2)	For further details, see Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report.

		Year Ended December 31,
		2023								2022								2021
		(in millions)
Income from voyages and related services		$	5,162.2				100	%		$	12,561.6				100	%		$	10,728.7				100	%
Cost of voyages and related services:
Operating expenses and cost of services			(3,885.1	)			(75.3	)			(4,764.5	)			(37.9	)			(3,905.9	)			(36.4	)
Depreciation			(1,449.8	)			(28.1	)			(1,370.3	)			(10.9	)			(756.3	)			(7.1	)
Impairment of assets			(2,034.9	)			(39.4	)
Gross profit			(2,207.6	)			(42.8	)			6,426.8				51.2				6,066.5				56.5
Other operating income (expenses), net			(14.9	)			(0.3	)			48.0				0.4				13.6				0.1
General and administrative expenses			(280.7	)			(5.4	)			(338.3	)			(2.7	)			(267.7	)			(2.5	)
Share of profits of associates			(7.8	)			(0.2	)			(0.7	)			(0.0	)			3.9				0.1
Results from operating activities			(2,511.0	)			(48.6	)			6,135.8				48.9				5,816.3				54.2
Finance expenses, net			(304.5	)			(5.9	)			(108.5	)			(0.9	)			(156.8	)			(1.4	)
Profit (loss) before income tax			(2,815.5	)			(54.5	)			6,027.3				48.0				5,659.5				52.8
Income taxes			127.6				(2.5	)			(1,398.3	)			(11.1	)			(1,010.4	)			(9.5	)
Net income (loss)		$	(2,687.9	)			(52.1	)%		$	4,629.0				36.9	%		$	4,649.1				43.3	%

		TEUs carried												Average freight rate per TEU carried (USD)												Freight revenues from containerized cargo (USD millions)
		Year Ended December 31,												Year Ended December 31,												Year Ended December 31,
Geographic trade zone		2023				2022				% Change				2023				2022				% Change				2023				2022				% Change
Pacific			1,260				1,160				8.6	%		$	1,412			$	4,743				(70.2	)%		$	1,779.1			$	5,504.2				(67.7	)%
Cross-Suez			386				428				(9.8	)%		$	1,273			$	3,568				(64.3	)%		$	491.3			$	1,528.5				(67.9	)%
Atlantic-Europe			429				496				(13.5	)%		$	1,484			$	2,485				(40.3	)%		$	636.3			$	1,231.3				(48.3	)%
Intra-Asia			916				1,058				(13.4	)%		$	673			$	1,840				(63.4	)%		$	616.6			$	1,945.9				(68.3	)%
Latin America			290				238				21.8	%		$	1,466			$	3,120				(53.0	)%		$	425.0			$	742.3				(42.7	)%
Total			3,281				3,380				(2.9	)%		$	1,203			$	3,240				(62.9	)%		$	3,948.3			$	10,952.2				(63.9	)%

		Year Ended December 31,
		2023				2022				Change				% Change
		(in millions)
Income from voyages and related services		$	5,162.2			$	12,561.6			$	(7,399.4	)			(58.9	)%
Cost of voyages and related services:
Operating expenses and cost of services			(3,885.1	)			(4,764.5	)			879.4				(18.5	)%
Depreciation			(1,449.8	)			(1,370.3	)			79.5				5.8	%
Impairment of assets			(2,034.9	)			-				(2,034.9	)			100	%
Gross profit		$	(2,207.6	)		$	6,426.8			$	8,634.4				(134.3	)%

		Year Ended December 31,
		2023				2022				2021
		(in millions)
Net cash generated from operating activities		$	1,020.0			$	6,110.1			$	5,970.9
Net cash generated from (used in) investing activities		$	1,776.5			$	(1,645.0	)		$	(3,343.1	)
Net cash used in financing activities		$	(2,892.9	)		$	(4,976.4	)		$	(1,653.0	)

Type of debt			Original currency			Fixed / Variable			Effective interest (1)			Year of maturity			Face value			Carrying amount
			(in millions)
Financial Debt:
Other long term loans			U.S. dollars			Fixed			6.6	%(2)		2023 – 2030			77.0			77.0
Short-term credit from banks			U.S. dollars			Fixed			6.6	%		2023			32.0			32.0
Total														$	109.0		$	109.0
Lease liabilities			Mainly U.S. dollars			Fixed			8.1	%(2)		2023 – 2032		$	4,888.7		$	4,888.7
Total														$	4,997.7		$	4,997.7

(1)	The effective interest rate is the rate that discounts estimated future cash payments or receipts through the contractual life of the financial instrument to the net carrying amount of the financial instrument and does not necessarily reflect the contractual interest rate.

(2)	Based on weighted average.

A.	Directors and senior management

Name		Age		Position
Executive officers
Eli Glickman		62		Chief Executive Officer and President
Xavier Destriau		51		Chief Financial Officer
Noam Nativ		53		EVP General Counsel and Company Secretary
David Arbel		64		EVP Chief Operations Officer
Guillermo Codner		56		EVP Human Resources & Organization
Eyal Ben-Amram		61		EVP Chief Information Officer
Saar Dotan		54		EVP Countries and Business Development
Assaf Tiran		48		EVP Cross Suez and Atlantic BU
Abdallah Metanes		44		VP Intra Asia Trade Business Unit
Nissim Yochai		65		EVP ZIM USA President & Latin America BU
Hani Kalinski		51		EVP Pacific BU
Directors
Yair Seroussi(2)		68		Chairman of the Board
Yair Caspi		51		Director
Liat Tennenholtz(1) (2)		39		Director
Nir Epstein(1)		54		Director
Anita Odedra(1)(2)		53		Director
Barak Cohen		42		Director
Birger Johannes Meyer-Gloeckner		46		Director
Yoav Moshe Sebba		53		Director
William (Bill) Shaul(1) (2)		62		Director

(1)	Member of our audit committee.

(2)	Member of our compensation committee.

B.	Compensation

C.	Board practices

•

retain, oversee, compensate, evaluate and terminate our independent auditors, subject to the approval of the Board of Directors, and to the extent required, to that of the shareholders;

•

approve or, as required, pre-approve, all audit, audit-related and all permitted non-audit services and related compensation and terms, other than de minimis non-audit services, to be performed by the independent registered public accounting firm;

•

oversee the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness of our internal control over financial reporting and prepare such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•

review with management, and our independent auditor, as applicable, our annual, semi-annual and quarterly audited and unaudited financial statements prior to publication and/or filing (or submission, as the case may be) to the SEC;

•

recommend to the Board of Directors the retention, promotion, demotion and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law;

•

approve the yearly or periodic work plan proposed by the internal auditor, and review the internal audit framework that exists within the Company and the functioning of the internal audit function, as well as whether the internal auditor has the necessary tools to fulfil his duties, giving attention to, inter alia, the special needs of the Company and its size;

•

review with our general counsel and/or external counsel, as deemed necessary, legal or regulatory matters that could have a material impact on the financial statements or our compliance policies and procedures;

•

establish policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers, directors, or controlling shareholders, or affiliates thereof, or transactions that are not in the ordinary course of the company’s business, and determine whether such transactions are extraordinary;

•

establish, with respect to certain related party transactions, the obligation to conduct a competitive process or other process, prior to engagement in such transaction and the audit committee may determine such obligation with respect to a certain type of transaction according to certain parameters that it will establish once a year in advance;

•

review and approve any engagements or transactions that require the audit committee’s approval under the Companies Law;

•

receive and retain reports of suspected business irregularities and legal compliance issues, and suggest to the Board of Directors remedial courses of action; and

•

establish procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

•

recommend to the Board of Directors with respect to the approval of the compensation policy for directors and officers and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

•

review the implementation of the compensation policy and periodically recommend to the Board of Directors with respect to any amendments or updates to the compensation policy;

•

resolve whether or not to approve arrangements with respect to the terms of engagement and employment of officers and directors; and

•

exempt, under certain circumstances, the compensation terms of a candidate for chief executive officer from the requirement to obtain shareholder approval.

•

at least a majority of the shares of the non-controlling shareholders and shareholders that do not have a personal interest in the approval, which are voted at the meeting, are voted in favor (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment, which are voted against such appointment, does not exceed two percent of the aggregate voting rights in the company.

•

the education, skills, experience, expertise, and accomplishments of the relevant director or officer;

•

the director’s or officer’s position, responsibilities, and prior compensation agreements with him or her;

•

the ratio between the cost of the terms of employment of an office holder and the cost of employment of other employees of the company, including employees employed through contractors who provide services to the company, and in particular, the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the working relationship in the company;

•

if the terms of engagement or employment include variable components — the possibility of reducing variable components at the discretion of the Board of Directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of engagement or employment include severance compensation — the term of engagement or employment of the director or officer, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under which he or she is leaving the company.

•

with regards to variable components:

•

with the exception of officers who report directly to the chief executive officer, determining the variable components on a long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of a director or officer, or the total sum of such components if such sum is not higher than three monthly salaries per annum, will be awarded based on non-measurable criteria, while taking into account such director’s or officer’s contribution to the company; and

•

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant.

•

claw-back provisions under which the director or officer will be required to return to the company, according to terms to be set forth in the compensation policy, any amounts paid as part of his or her terms of engagement or employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components to be set in the terms of engagement or employment, as applicable, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

D.

Employees

		Year ended December 31
		2023				2022				2021
Operational, administrative, and other			3,572				3,619				3,334
Sales and marketing			941				954				868
Information technology			265				257				225
Total			4,778				4,830				4,427

E.	Share ownership

•

We must be, at all times, a company incorporated and registered in Israel, with our headquarters and principal and registered office domiciled in Israel.

•

Subject to certain exceptions, we must maintain a minimal fleet of 11 seaworthy vessels that are fully owned by us, either directly or indirectly through our subsidiaries, at least three of which must be capable of carrying general cargo. Subject to certain exceptions, any transfer of vessels in violation thereof shall be invalid unless approved in advance by the State of Israel pursuant to the mechanism set forth in our articles of association.

•

At least a majority of the members of our Board of Directors, including the chairperson of the board and our chief executive officer, must be Israeli citizens.

•

The State of Israel must provide prior written consent for any holding or transfer or issuance of shares that confers possession of 35% or more of our issued share capital, or that provides control over us, including as a result of a voting agreement.

•

Any transfer of shares that confers its owner with a holding of more than 24% but not more than 35% of our issued share capital will require an advance notice to the State of Israel which will include full details regarding the proposed transferor and transferee, the percentage of shares to be held by the transferee after the transfer and relevant details regarding the transaction, including voting agreements and agreements for the appointment of directors (if any). If the State of Israel shall be of the opinion that the transfer of shares may possibly harm the security interests of the State of Israel or any of its vital interests or that it has not received the relevant information for the purpose of reaching its decision, the State of Israel shall be entitled to serve notice, within 30 days, that it objects to the transfer, giving reason for its objection. In such circumstances, the party requesting the transfer may initiate proceedings in connection with this matter with the competent court, which will consider and rule on the matter.

•

The State of Israel must consent in writing to any winding-up, merger or spin-off, except for certain mergers with subsidiaries that would not impact the Special State Share or the minimal fleet.

•

We must provide governance, operational and financial information to the State of Israel similar to information that we provide to our ordinary shareholders. In addition, we must provide the State of Israel with particular information related to our compliance with the terms of the Special State share and other information reasonably required to safeguard the State of Israel’s vital interests.

•

Any amendment, review or cancellation of the rights afforded to the State of Israel by the Special State Share must be approved in writing by the State of Israel prior to its effectiveness.

A.	Major shareholders

Name of beneficial Owner

Ordinary Shares Owned

Percentage of Ordinary Shares

Special State Share

Percentage of Special State Share owned

Principal Shareholders

Kenon Holdings Ltd.(1)

24,843,478

20.7

%

State of Israel(2)

1

100

%

Executive Officers and Directors

Eli Glickman

1,268,542

1.1

%

Xavier Destriau

*

*

David Arbel

*

*

Guillermo Codner

-

-

Eyal Ben-Amram

*

*

Saar Dotan

*

*

Abdallah Metanes

*

*

Noam Nativ

*

*

Nissim Yochai

*

*

Assaf Tiran

*

*

Hani Kalinski

*

*

Yair Seroussi

*

*

Yair Caspi

*

*

Nir Epstein

*

*

Anita Odedra

-

-

Barak Cohen

-

-

Birger Johannes Meyer-Gloeckner

*

*

Yoav Moshe Sebba

*

*

William (Bill) Shaul

*

*

Liat Tennenholtz

*

*

(1)	Based on information provided by such shareholder in its filing on Schedule 13G on January 25, 2023. Kenon Holdings Ltd., or Kenon, is a publicly traded corporation (NYSE and TASE: KEN). The address for Kenon Holdings Ltd. is 1 Temasek Avenue, #37‑02B Millenia Tower, Singapore 039192.

(2)	For a description of the different voting rights held by the holder of the Special State Share, see “Item 6.E – Share ownership - The Special State Share.”

•

information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and

•

all other important information pertaining to these actions.

•

refrain from any conflict of interest between the performance of his or her duties in the company and his or her personal affairs;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and

•

disclose to the company any information or documents relating to the company’s affairs which the director or officer received as a result of his or her position as a director or officer.

•

at least a majority of the shares held by all shareholders who do not have a personal interest in the approval of the transaction and who are present and voting at the meeting approves the transaction, excluding abstentions; or

•

the shares voted against the transaction by shareholders who have no personal interest in the transaction and who are present and voting at the meeting do not exceed 2% of the voting rights in the company.

•

an amendment to the company’s articles of association;

•

an increase of the company’s authorized share capital;

•

a merger; or

•

interested party transactions that require shareholder approval.

1.	The audit committee and the Board of Directors have determined that chartering of vessels is conducted in the ordinary course of the Company’s business and in the shipping industry as a whole.

2.	The contemplated charter must be compatible with the Company’s operational and business needs (including age, size, technical specifications, original designation, charter period, etc.), all in the Company’s sole discretion, given the Company’s work and strategic plans.

3.	The cumulative number of vessels that are chartered in from the Related Parties shall not exceed:

•

(A) in the event the total fleet of the Company (either owned vessels or chartered vessels) consists of 100 vessels or less, the lower of (i) 20 vessels or (ii) 25% of the total fleet; and (B) in the event the total fleet of the Company (either owned vessels or chartered vessels) consists of more than 100 vessels, 25% of the total fleet.

•

The scope of the contemplated charter from the Related Party at the date of approval of the said charter must meet the following cumulative parameters:

•

The total charter obligations of the Company from the relevant charter transaction with the Related Party divided by the Company’s total charter obligations from all vessels chartered by the Company, including the charter proposed to be approved with the Related Party, shall not exceed 5%. For the purpose of this parameter, the last contractually agreed upon charter periods, including any option periods, shall be taken into account in the calculation of the charter costs.

•

The total charter obligations of the Company from all vessels chartered from the Related Party (including the contemplated charter) divided by the Company’s total charter obligations from all vessels chartered by the Company (including from Related Parties) shall not exceed 22%. For the purpose of this parameter, the last contractually agreed upon charter periods, including any option periods, shall be taken into account in the calculation of the charter costs.

6.

Charters from the Related Parties shall be made on market terms, which shall be determined based on relevant market data concerning the most recent charter transactions in the market of similar nature, and on the experience and expertise of the members of the audit committee and the Board. In the determination of similar charters, the audit committee and Board of Directors will take into account the use of vessels as similar as possible to the vessel involved in the contemplated charter, and relevant parameters including: age, size, technical specifications, charter speed, fuel consumption, etc., all subject to necessary adjustments.

7.	The audit committee will review the Procedure on an annual basis in order to confirm the parameters detailed therein comply with the classifications of the charters of vessels from Related Parties as non-Extraordinary Transactions.

•

The services to be provided by us may include transportation of containers services, including related land transportation, custom clearance, demurrage and detention services;

•

Each engagement shall reflect, upon the date of the engagement, based on a reasonable best estimate of us, at minimum, either (i) a positive net operating revenue, or (ii) a positive return on variable costs for us;

•

All the transactions entered into during a specific calendar year, on an aggregate basis, will result in a net profit to us;

•

The maximum payment for all such services shall not exceed $20 million per year, while a deviation of up to $5 million between the years shall not be considered as a breach of this condition. In any event, the overall payment during the 5‑year term of the resolution will not exceed $100 million;

•

The specific transactions entered into by us in accordance with this resolution will be reviewed by the audit committee on a semi-annual basis, which will supervise the implementation of this resolution as well as analyze our actual profitability from these transactions on an annual basis and will have the authority to instruct the cessation of such engagements or propose amendments to this resolution to our shareholders.

•

The services to be provided by us include transportation of containers and other related services, such as land transportation, custom clearance, demurrage and detention services, etc.;

•

Each engagement shall reflect, upon the date of the engagement, based on a reasonable best estimate of us, at minimum, either (i) a positive net operating revenue (NOR), or (ii) a positive return on variable costs for us;

•

All the transactions entered into during a specific calendar year, on an aggregate basis, will result in a net profit to us;

•

The maximum payment for all such services shall not exceed $20 million per year; and

•

The specific transactions entered into by us in accordance with this resolution will be reviewed by the audit committee on a semi-annual basis, which will supervise the implementation of this resolution.

(i)

have a controlling interest of more than 25% in any of the means of control of such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business income.

•

certain financial institutions;

•

dealers or traders in securities who use a mark-to-market method of tax accounting;

•

persons holding our ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction, or persons entering into a constructive sale with respect to

•

our ordinary shares;

•

persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•

entities classified as partnerships for U.S. federal income tax purposes;

•

tax-exempt entities, including “individual retirement accounts” and “Roth IRAs”;

•

persons that own or are deemed to own 10% or more of our voting stock or of the total value of our stock;

•

persons who acquired our ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or

•

persons holding shares in connection with a trade or business conducted outside of the United States.

•

a citizen (other than a resident of Israel) or individual resident of the United States;

•

a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

		2023				2022
		(in thousands of US$)
Audit fees (1)			1,934				2,138
Audit-related fees (2)			208				135
Tax fees (3)			383				308
All other fees			23				256
Total			2,548				2,837

(1)

Audit fees are the aggregate fees billed or expected to be billed for the audit of our annual financial statements. This category also includes services that are normally provided by an auditor for statutory or regulatory filings, such as consents and review of documents filed with the SEC.

(2)

Audit-related fees are the aggregate fees billed for assurance and related services rendered during the years ended December 31, 2023 and 2022, that are traditionally performed by an auditor and are reasonably related to the performance of the audit and are not reported under audit fees.

(3)

Tax fees are the aggregate fees billed for professional services rendered during the years ended December 31, 2023 and 2022, for tax compliance, tax advice, and tax planning.

Exhibit No.			Description
1.1			Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Company’s 2022 Annual Report on Form 20-F filed with the SEC on March 13, 2023.)
2.1	*		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.1			Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F‑1 (File No. 333‑251822) filed with the SEC on December 30, 2020.
4.2			Amended and Restated Registration Rights Agreement, dated December 22, 2020 by and among the Registrant and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-251822) filed with the SEC on December 30, 2020.
4.3			Form of Letter of Exculpation and Indemnification (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No. 333-251822) filed with the SEC on December 30, 2020.
4.10			2020 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Proxy Statement on Form F-1 (File No. 333-251822) filed with the SEC on December 30, 2020.
4.11	*		Compensation Policy, including clawback policy in compliance with Section 10D of the Exchange Act.
8.1	*		List of Subsidiaries and entities in which the Company has ownership rights.
12.1	*		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
12.2	*		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
13.1	**		Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
13.2	**		Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
15.1	*		Consent of Somekh Chaikin, a member firm of KPMG International
15.2	*		Consent of FORVIS LLP (Formerly, Dixon Hughes Goodman LLP)
101			The following materials from our Annual Report on Form 20‑F for the year ended December 31, 2023 formatted in iXBRL (Inline Extensible Business Reporting Language) are furnished herewith: (i) the Reports of Independent Registered Public Accounting Firms, (ii) the consolidated statements of financial position, (iii) the consolidated income statements, (iv) the consolidated statements of comprehensive loss, (v) the consolidated statements of changes in equity, (vi) the consolidated statements of cash flows, and (vii) the notes to consolidated financial statements, tagged as blocks of text and in detail.
104			The cover page from ZIM Integrated Shipping Services Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

*	Filed herewith

**

Furnished

	ZIM INTEGRATED SHIPPING SERVICES LTD.
	By:	/s/ Eli Glickman
		Name:	Eli Glickman
		Title:	President and Chief Executive Officer