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ZIM Integrated Shipping Services Ltd

For the period ended Dec 31, 2023. Filed Mar 13, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 13, 2024

ZIM$27.95+1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31,2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number:001-39937

(Exact name of Registrant as specified in its charter)

State of Israel

(Jurisdiction of incorporation or organization)

9 Andrei Sakharov Street

P.O. Box 15067

Matam, Haifa 3190500, Israel

(Address of principal executive offices)

Noam Nativ

EVP, General Counsel & Company Secretary

9 Andrei Sakharov Street

P.O. Box 15067

Matam, Haifa 3190500, Israel

nativ.noam@zim.com

+972-4-8652170, +972-4-8652990

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares, no par value“ZIM”The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 120,286,627.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒Accelerated Filer ☐Non-accelerated Filer ☐Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP

☒International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐No ☒

TABLE OF CONTENTS

Page
INTRODUCTION AND USE OF CERTAIN TERMS1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION6
FORWARD-LOOKING STATEMENTS7
PART I8
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8
A.Directors and senior management8
B.Advisers8
C.Auditors8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE8
A.Offer statistics8
B.Method and expected timetable8
ITEM 3. KEY INFORMATION8
A.Selected financial data8
B.Capitalization and indebtedness8
C.Reasons for the offer and use of proceeds8
D.Risk factors8
ITEM 4. INFORMATION ON THE COMPANY35
A.History and development of the company35
B.Business Overview36
C.Organizational structure64
D.Property, plant and equipment64
ITEM 4A. UNRESOLVED STAFF COMMENTS64
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS64
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES79
A.Directors and senior management79
B.Compensation82
C.Board practices83
D.Employees91
E.Share ownership91
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93
A.Major shareholders93
B.Related party transactions94
C.Interests of Experts and Counsel102
ITEM 8. FINANCIAL INFORMATION102
A.Consolidated statements and other financial information102
B.Significant changes103
ITEM 9. THE OFFER AND LISTING103
A.Offering and listing details103
B.Plan of distribution103
C.Markets103
D.Selling shareholders103
E.Dilution103
F.Expenses of the issue103
ITEM 10. ADDITIONAL INFORMATION103
A.Share capital103
B.Memorandum of association and bye-laws104
C.Material contracts104
D.Exchange controls104
E.Taxation104
F.Dividends and paying agents109
GStatement by experts109
H.Documents on display109
I.Subsidiary information109
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK109
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES109
A.Debt securities109
B.Warrants and rights109
C.Other securities109
D.American Depositary Shares109
PART II110
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES110
A.Defaults110
B.Arrears and delinquencies110
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS110
ITEM 15. CONTROLS AND PROCEDURES110
A.Disclosure Controls and Procedures110
C.Attestation Report of the Registered Public Accounting Firm111
D.Changes in Internal Control over Financial Reporting111
ITEM 16. RESERVED111
ITEM 16A. Audit committee financial expert111
ITEM 16B. Code of Conduct111
ITEM 16C. Principal Accountant Fees and Services112
ITEM 16D. Exemptions from the listing standards for audit committees112
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers112
ITEM 16F. Change in registrant’s certifying accountant112
ITEM 16G. Corporate governance112
ITEM 16H. Mine safety disclosure113
PART III114
ITEM 17. Financial statements114
ITEM 18. Financial statements114
ITEM 19. Exhibits114
Index to Consolidated Financial StatementsF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.