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“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.
“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.
“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. Container sizes are generally measured in TEUs.
“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.
“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.
“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.
“detention”		A 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. FCL differs from LCL, which is a less than a container loads.
“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.

“global orderbook”		The list of newbuilding orders as provided by Alphaliner.
“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.
“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 U.S. Maritime Transport Security Act of 2002.
“newbuilding”		A vessel under construction or on order.
“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 and reduce sulfur dioxide 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 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.
“Special State Share”		a special state share held by the State of Israel in us, which imposes certain limitations on our operating and managing activities, including: (i) to remain incorporated and registered in the State of Israel with its headquarters and principal office domiciled in Israel, (ii) to maintain a minimal fleet of 11 seaworthy vessels that are fully owned by us, at least three of which must be capable of carrying general cargo, (iii) at least a majority of our board of directors, including the chairperson, to be Israeli citizens, (iv) the chief executive officer of the Company to be an Israeli citizen, and (v) prior written consent from the State of Israel for any transfer or issuance of shares that confers possession of 35% or more of our issued share capital, or that provides control over us.
“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 U.S. Ocean Shipping Reform Act of 1998, and the Ocean Shipping Reform Act of 2022 (“OSRA”).
“USTR”		The United States Trade Representative.
“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 which was comprised of Copenhagen based Maersk Lines Ltd. (Maersk) and Geneva based Mediterranean Shipping Company (MSC). MSC and Maersk terminated the 2M Alliance effective as of January 2025.

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The outcome of the Agreement and Plan of Merger (“Merger” and “Merger Agreement”) we entered into with Hapag-Lloyd AG, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (“Parent”), and Norazia (Israel) Ltd., a company organized under the laws of the State of Israel (“Merger Sub”) and a direct or indirect wholly owned Subsidiary of Parent on February 16, 2026, pursuant to which Merger Sub will merge with and into us, so that we will continue as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. See “Item 10.C – Material Contracts – Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG” and Item 3.D “Risk factors – Risks related to our Merger Agreement with Hapag-Lloyd AG”.

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our expectations regarding general market conditions as a result of the current geopolitical instability, developments and further escalation of events, including, but not limited to, the continued Houthi attacks against vessels in the Red Sea, the ongoing military tensions and armed conflicts between the U.S. and Iran, the U.S. and Venezuela, Israel, Iran and Iranian-backed proxies, the military tensions between Israel and Hamas following the ceasefire declared in October 2025, the political and military instability in the Middle East and the war between Russia and Ukraine;

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our expectations regarding general market conditions as a result of global economic trends and  geopolitical events, including, but not limited to, concerns of global economic recession, trade tensions between U.S and China, tariffs and trade restrictions, potential rising inflation and interest rates;

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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 and supply, charter and freights rates, container values, port congestion and land transportation conditions and other factors affecting supply and demand;

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

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our ability to adequately respond to the ongoing political, economic and military instability in Israel and the Middle East, and our ability to maintain business continuity as an Israeli-incorporated company with its headquarters located in Israel in times of emergency, including responding to restrictions and boycotts against us as an Israeli company or to trade restrictions and embargoes in connection with the Israeli trades;

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our ability to effectively handle cyber-security threats and recover from cyber-security incidents, including in connection with the war between Israel and Iran and Iranian-backed proxies;

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

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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;

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the expected benefits of our cooperation agreements and strategic partnerships;

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Industry mergers and acquisitions and the 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;

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our anticipated insurance costs;

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our beliefs regarding the availability of crew;

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our expectations regarding our environmental and regulatory conditions, including extreme weather events (such as the drought conditions in the Panama Canal), changes in laws and regulations or actions taken by regulatory authorities, and the expected effect of such regulations;

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our beliefs regarding potential liability from current or future litigation;

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our plans regarding hedging activities;

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

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our expectations regarding our competition and ability to compete effectively.

A.	Directors and senior management

B.

Advisers

C.

Auditors

A.	Offer statistics

B.	Method and expected timetable

A.	Selected financial data

B.	Capitalization and indebtedness

C.	Reasons for the offer and use of proceeds

D.	Risk factors

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Risks related to the Agreement and Plan of Merger we entered with Hapag-Lloyd AG, a German stock corporation (Aktiengesellschaft) (the “Parent” or “Hapag-Lloyd AG”) incorporated under the laws of Germany, and Norazia (Israel) Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”) on February 16, 2026, pursuant to which Merger Sub will merge with and into us, so that we will continue as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. The consummation of the Merger is subject to a number of conditions, and there can be no assurance that the Merger will be completed in a timely manner or at all. There are many factors that could cause our actual results, level of activity, performance or achievements or matters relating to the Merger to differ materially from the results, level of activity, performance or achievements expressed or implied by our expectations or our forward-looking statements, including without limitation: (i) the parties may fail to satisfy any of the conditions to the closing of the Merger Agreement, including the potential failure to obtain approval by our shareholders or applicable regulatory authorities; (ii) we may incur unexpected costs, liabilities or delays relating to the Merger Agreement; (iii) our business may suffer as a result of uncertainty surrounding the Merger Agreement and diversion of management attention on matters related to the Merger, including the loss of or the deterioration of our business with our vendors, partners, contractors and employees; (iv) we may become subject to legal proceedings related to the Merger Agreement, and the outcomes thereof; (v) we may be adversely affected by other economic, business and/or competitive factors; (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger; (vii) difficulties in recognizing benefits of the Merger Agreement; (viii) the transactions underlying the Merger may disrupt current plans and operations and raise difficulties for employee retention; (ix) impact of the Merger Agreement on our business relationships; (x) other risks relating to the Merger Agreement, including the risk that the Merger Agreement transaction will not be completed within the expected time period or at all, and that its termination under certain conditions could result in the requirement we pay a termination fee;

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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 continued Yemeni Houthis’ attacks on ships in the Red Sea that forced  most ocean carriers to reroute some of their vessels to alternative, longer and more expensive routes, the political and military instability in the Middle East including tensions between the U.S., Israel, Iran and Iranian-backed proxies, the ongoing military conflict between Israel, Iran, Hamas and other Iranian backed proxies,  the political instability in Syria and Lebanon, the Russia-Ukraine war, U.S.-China tensions related to tariffs and other trade restrictions, regulatory developments, relocation of manufacturing, logistical bottlenecks in certain locations along the cargo carriage chain, potential rising, concerns of global recession, inflation and interest rates and fluctuations in demand for containerized shipping services, which could significantly impact freight rates.

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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, and we may be subject to boycotts or other restrictions which will prevent us from calling certain ports or that our business may be affected as a result of trade restrictions and embargoes applicable to Israeli trades.

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The military conflicts between Russia and Ukraine and between the U.S. and Venezuela, the U.S, Israel, Iran and Iranian-backed proxies, the ongoing military conflict between Israel and Hamas and other Iranian-backed proxies and other geopolitical instabilities may cause volatility in the financial markets, a reduction and instability in global trade and an increase in oil and bunker prices or consumption, which may have a material adverse effect on our business, financial condition, results of operations and liquidity.

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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, and we may not be able to charter enough vessels or at all, especially in times of low supply and high demand of vessels for hire in the market.

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

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Limited or unavailable access to ports, canal passages and means of land transportation (mostly rail and trucking), including due to congestion, geopolitical events and extreme weather conditions. Unlike some of our competitors, we do not own or hold substantial investments in terminals, therefore our ability to respond to congestion and port and inland accessibility is limited.

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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, 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.

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Our ability to participate in operational partnerships in the shipping industry remains limited, and may be further reduced by recent regulatory changes, which may adversely affect our business.

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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.

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

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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.

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Volatile bunker prices, including as a result of geopolitical events, environmental regulation, dependency on gas suppliers for LNG operated vessels or other economic events, may have an adverse effect on our results of operations.

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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 operating expenses.

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the approval of the Merger Agreement and the Merger by the affirmative vote of the holders of a simple majority of the voting power of our ordinary shares represented at the next shareholders meeting;

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the approval in accordance with the Special State Share.

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the receipt of required regulatory approvals under applicable competition and foreign investment laws;

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the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications;

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compliance by the parties with their respective covenants in the Merger Agreement in all material respects;

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the absence of any law or order restraining, enjoining, or otherwise prohibiting or making illegal the consummation of the Merger;

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the lapse of at least 50 days after the filing of a merger proposal with the Companies Registrar of the Israeli Corporations Authority and at least 30 days after obtaining the Company Shareholder Approval;

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the delivery by the Company and Parent of their respective customary closing certificates;

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the absence of (i) any legal proceeding pending by a governmental authority that would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement) or (ii) any condition, objection, order, injunction, decree, judgment or ruling imposing a Burdensome Condition; and

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the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) having occurred on or after the date of the Merger Agreement.

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loss of current customers and business partners, including the termination of operational agreements for the joint operation of services with other competitors.

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restrictions on the execution of our business strategy and plans, and our ability to respond to market trends and industry developments.

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we may incur significant costs, including legal, accounting and financial advisory fees in connection with the Merger.

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the process of the merger may divert our management’s attention and resources from our ongoing business and strategic opportunity.

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We could be subject to costly litigation in connection with the Merger.

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Our current and prospective employees may be uncertain about their future roles and relationships with us following the completion of the Merger, which may adversely affect our ability to attract and retain key personnel and which could result in work unrest, strikes, and other organizational measures that our unionized employees could take, which could adversely affect our results of operation.

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The Merger may expose us to media attention and public scrutiny which may have a general negative impact on our relationships with our employees, customers, suppliers and other business partners.

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global and regional economic and geopolitical trends, including armed conflicts, such as between the U.S. and Venezuela, in the Middle East between the U.S. and Iran, Israel and Iran and Iranian backed proxies including Hamas and Hizbullah, between Russia and Ukraine, terrorist activities such as the Houthi rebel continued attacks on the Red Sea, embargoes, strikes, trade wars, recession, inflation rates and potentially, climbing interest rates;

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

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developments or disturbances in international trade, including the imposition of tariffs, changes to trade agreements and other trade protectionism (for example, in the U.S.-China trade) and possible trade wars;

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currency exchange rates;

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prices of energy resources, including vessel fuels and marine LNG;

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environmental and other regulatory developments;

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changes in seaborne and other transportation patterns;

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

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changes in the infrastructure and capabilities of canals, ports and terminals;

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weather conditions;

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outbreaks of diseases; and

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

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

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

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

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our involvement in litigation;

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

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

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changes in key personnel;

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the trading volume of our ordinary shares;

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changes in government regulation;

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

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general economic and market conditions.

A.	History and development of the company

B.	Business Overview

		Year ended December 31,
Geographic trade zone (percentage of total TEUs carried for the period)		Primary trade		2025				2024				2023
Pacific		Transpacific			43	%			43	%			38	%
Cross-Suez		Asia-Europe			8	%			9	%			12	%
Atlantic-Europe		Atlantic			14	%			15	%			13	%
Intra-Asia		Intra-Asia			21	%			20	%			28	%
Latin America		Intra-America			14	%			13	%			9	%
					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			1,939,926				3,402,987
Reefer containers		Temperature controlled cargo, including pharmaceuticals, electronics and perishable cargo			96,429				190,622
Other specialized containers		Heavy cargo and goods of excess height and/or width, such as machinery, vehicles and building			54,834				69,433
		Total			2,091,189				3,663,042

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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.

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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.

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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. We focus on reefers as one of our growth engines. We strive to have the youngest reefer fleet in the industry, and have invested in new custom-made reefer containers already equipped with our ZIMonitor capabilities, as well as in controlled atmosphere units designed to ship fresh produce cargo.

		Container Vessels				Capacity (TEU)				Other Vessels				Total
Vessels owned by us			16				96,080				-				16
Vessels chartered from third parties(1)			99				612,463				13				112
Periods up to 1 year (from December 31, 2025)			14				52,063				2				16
Periods between 1 to 5 years (from December 31, 2025)			46				165,210				11				57
Periods over 5 years (from December 31, 2025)			39				395,190				-				39
Total			115				708,543				13				128

(1)

Under our time charters, the vessel owner is responsible for operational costs and technical management of the vessel, such as crew, maintenance and repairs including periodic drydocking, cleaning and painting and maintenance work required by regulations, and certain insurance costs. Transport expenses such as bunker and port canal costs are borne by us. Operational management services include the chartering-in, sale and purchase of vessels and accounting services, while technical management services include, among others, selecting, engaging, and training competent personnel to supervise the maintenance and general efficiency of our vessels; arranging and supervising the maintenance, drydockings, repairs, alterations and upkeep of the vessels, the requirements and recommendations of each vessel’s classification society, and relevant international regulations and maintaining necessary certifications and ensuring that the vessels comply with the law of their flag state.

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Slot swap agreements. We enter into agreements with other carriers for the exchange of vessel space, or “slots”, for repositioning of empty containers. Under these agreements, other carriers offer ZIM space on their own operated vessels, in exchange for space on our vessels for the purpose of repositioning empty containers. ZIM has greatly developed this type of cooperation. We have slot swap agreements with 16 carriers and exchange thousands of TEUs each year.

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

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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.

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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 (2)						✓
Orient Overseas Container Line Limited (OOCL)						✓
Yang Ming Marine Transport Corporation(2)						✓
Others						✓				✓

(1)	Until February 2025, our cooperation on the Pacific trade was in accordance with our previous agreement with the 2M Alliance, in which Maersk and MSC were members of. Since February 2025 we cooperate on this trade in accordance with our agreement with MSC.

(2)

With respect to the Atlantic-Europe trade, until January 2025 we were also a party to a swap agreement with THE Alliance member Hapag-Lloyd, supporting ZIM loadings on THE Alliance and Hapag-Lloyd service on this trade. In February 2025 ZIM and Hapag-Lloyd AG have launched a new slot swap and slot purchase agreement on this trade.

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

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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,
		2025				2024				2023
	(in millions)
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBIT
Net income (loss)		$	481.5			$	2,153.8			$	(2,687.9	)
Financial expenses, net			357.5				322.3				304.5
Income taxes			177.0				51.2				(127.6	)
Operating income (EBIT)			1,016.0				2,527.3				(2,511.0	)
Non-cash charter hire expenses			0.0				0.0				0.2
Capital loss (gain), beyond the ordinary course of business(1)			(2.7	)			(2.0	)			20.0
Assets impairment loss (reversal)(2)			(137.0	)			0.0				2,063.4
Expenses related to legal contingencies			8.5				24.0				5.0
Adjusted EBIT		$	884.8			$	2,549.3			$	(422.4	)
Adjusted EBIT margin(3)			12.8	%			30.3	%			(8.2	)%

(1)	Related to disposal of assets, other than container 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.

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

		Year Ended December 31,
		2025				2024				2023
		(in millions)
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
Net income (loss)		$	481.5			$	2,153.8			$	(2,687.9	)
Financial expenses, net			357.5				322.3				304.5
Income taxes			177.0				51.2				(127.6	)
Depreciation and amortization			1,286.1				1,142.5				1,471.8
EBITDA			2,302.1				3,669.8				(1,039.2	)
Non-cash charter hire expenses			0.0				0.0				0.1
Capital loss (gain), beyond the ordinary course of business(1)			(2.7	)			(2.0	)			20.0
Assets Impairment loss (reversal)(2)			(137.0	)			0.0				2,063.4
Expenses related to legal contingencies			8.5				24.0				5.0
Adjusted EBITDA		$	2,170.9			$	3,691.8			$	1,049.3

(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,
		2025								2024								2023
		(in millions)
Income from voyages and related services		$	6,904.2				100	%		$	8,427.4				100	%		$	5,162.2				100	%
Cost of voyages and related services:
Operating expenses and cost of services			(4,460.8	)			(64.6	)			(4,513.2	)			(53.6	)			(3,885.1	)			(75.3	)
Depreciation			1,259.5	)			(18.2	)			(1,130.2	)			(13.4	)			(1,449.8	)			(28.1	)
Impairment of assets			137.0				2.0												(2,034.9	)			(39.4	)
Gross profit			1,320.9				19.1				2,784.0				33.0				(2,207.6	)			(42.8	)
Other operating income (expenses), net			41.9				0.6				45.8				0.5				(14.9	)			(0.3	)
General and administrative expenses			(336.3	)			(4.9	)			(296.1	)			(3.5	)			(280.7	)			(5.4	)
Share of losses of associates			(10.5	)			(0.2	)			(6.4	)			(0.1	)			(7.8	)			(0.2	)
Results from operating activities			1,016.0				14.7				2,527.3				30.0				(2,511.0	)			(48.6	)
Finance expenses, net			(357.5	)			(5.2	)			(322.3	)			(3.8	)			(304.5	)			(5.9	)
Profit (loss) before income tax			658.5				9.5				2,205.0				(26.2	)			(2,815.5	)			(54.5	)
Income taxes			(177.0	)			(2.6	)			(51.2	)			(0.6	)			127.6				(2.5	)
Net income (loss)		$	481.5				7.0	%		$	2,153.8				25.6	%		$	(2,687.9	)			(52.1	)%

		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		2025				2024				% Change				2025				2024				% Change				2025				2024				% Change
Pacific			1,577				1,604				(1.7	)%		$	1,852			$	2,444				(24.2	)%		$	2,921.0			$	3,920.1				(25.5	)%
Cross-Suez			287				332				(13.6	)%		$	1,965			$	2,607				(24.6	)%		$	563.9			$	864.5				(34.8	)%
Atlantic-Europe			495				555				(10.8	)%		$	1,343			$	1,240				8.3	%		$	665.0			$	687.8				(3.3	)%
Intra-Asia			778				746				4.3	%		$	960			$	1,022				(6.1	)%		$	747.1			$	762.9				(2.1	)%
Latin America			526				514				2.3	%		$	1,490			$	1,646				(9.5	)%		$	784.0			$	845.8				(7.3	)%
Total			3,663				3,751				(2.3	)%		$	1,551			$	1,888				(17.8	)%		$	5,681.0			$	7,081.1				(19.8	)%

		Year Ended December 31,
		2025				2024				Change			% Change
		(in millions)
Income from voyages and related services			6,904.2			$	8,427.4			$	(1,523.2	)	18.1% decrease
Cost of voyages and related services:
Operating expenses and cost of services			(4,460.8	)			(4,513.2	)			52.4	)	1.2% decrease
Depreciation			(1,259.5	)			(1,130.2	)			(129.3	)	11.4% increase
Impairment reversal of assets			137.0				-				137.0
Gross profit			1,320.9			$	2,784.0	)		$	(1,463.1	)	52.6% decrease

		Year Ended December 31,
		2025				2024				2023
		(in millions)
Net cash generated from operating activities		$	2,299.5			$	3,752.7			$	1,020.0
Net cash generated from (used in) investing activities		$	(133.3	)		$	(223.2	)		$	1,776.5
Net cash used in financing activities		$	(2,433.3	)		$	(3,131.4	)		$	(2,892.9	)

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		Variable			6.7	%(2)			2026 – 2030				46.5				46.5
Short-term credit from banks		U.S. dollars		Variable			4.8	%			2026				32.0				32.0
Total														$	78.5			$	78.5
Lease liabilities		Mainly U.S. dollars		Fixed			7.8	%(2)			2026– 2030			$	5,648.1			$	5,648.1
Total														$	5,726.6			$	5,726.6

(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		64		Chief Executive Officer and President
Xavier Destriau		53		Chief Financial Officer
Noam Nativ		55		EVP General Counsel and Company Secretary
David Arbel		66		EVP Chief Operations Officer
Arik Elimelech		57		EVP Human Resources & Organization
Eyal Ben-Amram		63		EVP Chief Information Officer
Saar Dotan		56		EVP Countries and Business Development
Assaf Tiran		50		EVP Cross Suez and Atlantic Business Unit
Abdallah Metanes		46		VP Intra Asia Trade Business Unit
Nissim Yochai		67		EVP ZIM USA President & Latin America Business Unit
Hani Kalinski		53		EVP Pacific Business Unit
Directors
Yair Seroussi(2)		70		Chairman of the Board
Yoram Turbowicz		67		Director
Liat Tennenholtz(1)(2)		41		Director
Nir Epstein(1)		56		Director
Anita Odedra(1)(2)		55		Director
Birger Johannes Meyer-Gloeckner		48		Director
Yair Avidan(1)		66		Director
William (Bill) Shaul(1)(2)		64		Director
Ran Gritzerstein (2)		63		Director
Ron Hadassi (1)		61		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 respect to variable components: (a) other than with respect to officers who report directly to the chief executive officer, to establish 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, (b) 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
		2025				2024				2023
Operational, administrative, and other			3,506				3,629				3,572
Sales and marketing			953				952				941
Information technology			255				269				265
Total			4,714				4,850				4,778

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.

F.	Disclosure of a registrant’s action to recover erroneously awarded compensation

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

State of Israel(1)

1

100

%

Executive Officers and Directors

Eli Glickman

1,613,189

1.3

%

Xavier Destriau

*

*

David Arbel

*

*

Arik Elimelech

*

*

Eyal Ben-Amram

*

*

Saar Dotan

*

*

Abdallah Metanes

*

*

Noam Nativ

*

*

Nissim Yochai

*

*

Assaf Tiran

*

*

Hani Kalinski

*

*

Yair Seroussi

*

*

Yoram Torbowicz

*

*

Nir Epstein

*

*

Anita Odedra

—

—

Birger Johannes Meyer-Gloeckner

*

*

Yair Avidan

—

—

William (Bill) Shaul

*

*

Liat Tennenholtz

*

*

Ran Gritzerstein

*

*

Ron Hadassi

*

*

(1)	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.”

B.	Related party transactions

•

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.

•

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 five-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.

C.	Interests of Experts and Counsel

A.	Consolidated statements and other financial information

B.	Significant changes

A.	Offering and listing details

B.	Plan of distribution

C.

Markets

D.	Selling shareholders

E.

Dilution

F.	Expenses of the issue

A.	Share capital

B.	Memorandum of association and by-laws

C.	Material contracts

•

Each option to purchase Company Shares granted under Company’s 2018 Share Option Plan and the Company’s 2020 Share Incentive Plan, in each case, as amended or amended and restated (each, a “Company Option”), that is outstanding and unexercised, whether vested or unvested, will be cancelled, and the holders thereof will be entitled to receive the Merger Consideration applicable to the Company Shares covered by such Company Option net of the exercise price (as determined in accordance with the formula in the Merger Agreement), less applicable tax withholdings.

•

Each Company Option with a per share exercise price that is equal to or greater than the Merger Consideration will be cancelled for no consideration

D.	Exchange controls

E.

Taxation

•

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.

F.	Dividends and paying agents

G.	Statement by experts

H.	Documents on display

I.	Subsidiary information

A.	Debt securities

B.	Warrants and rights

C.	Other securities

D.	American Depositary Shares

A.

Defaults

B.	Arrears and delinquencies

A.	Disclosure Controls and Procedures

B.	Management’s Annual Report on Internal Control over Financial Reporting

•

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.

C.	Attestation Report of the Registered Public Accounting Firm

D.	Changes in Internal Control over Financial Reporting

		2025				2024
		(in thousands of U.S. $)
Audit fees (1)			2,155				1,963
Audit-related fees (2)			197				205
Tax fees (3)			606				353
All other fees			62				0
Total			3,020				2,521

(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, 2025 and 2024, 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, 2025 and 2024, for tax compliance, tax advice, and tax planning.