(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;
	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and board of directors, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

(3)

The Compensation Policy Proposal. To approve a new compensation policy for directors and office holders, in the form attached to the accompanying proxy statement as Annex B, for a period of three years from the date of the ZIM special general meeting.

 

	Sincerely,
	Yair Seroussi
	Chairman of the ZIM board

	(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;
	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM), and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and board of directors, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

(3)

The Compensation Policy Proposal. To approve a new compensation policy for directors and office holders, in the form attached to the accompanying proxy statement as Annex B, for a period of three years from the date of the ZIM special general meeting.

	ZIM INTEGRATED SHIPPING SERVICES LTD.
	By:	/s/ Yair Seroussi
	Name:	Yair Seroussi
	Title:	Chairman of the ZIM board

	(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;
	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and ZIM board, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

(3)

The Compensation Policy Proposal. To approve a new compensation policy for directors and office holders, in the form attached hereto as Annex B, for a period of three years from the date of the ZIM special general meeting.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	11
SUMMARY	12
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ZIM SPECIAL GENERAL MEETING	23
RISK FACTORS	34
INFORMATION ABOUT THE PARTIES	39
THE SPECIAL GENERAL MEETING OF ZIM SHAREHOLDERS	40
PROPOSALS SUBMITTED TO ZIM SHAREHOLDERS	45
THE MERGER	48
THE MERGER AGREEMENT	79
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	98
MATERIAL ISRAELI INCOME TAX CONSEQUENCES OF THE MERGER	101
NO APPRAISAL RIGHTS IN THE MERGER	103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ZIM	104
HOUSEHOLDING OF PROXY MATERIALS	105
WHERE YOU CAN FIND MORE INFORMATION	105
MISCELLANEOUS	106
ANNEX A – AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B – COMPENSATION POLICY	B-1
ANNEX C-1 – OPINION OF EVERCORE GROUP L.L.C.	C-1
ANNEX C-2 – OPINION OF BARCLAYS BANK PLC	C-2

•

Each option to purchase ZIM ordinary shares (“ZIM option”) granted under the Company’s 2018 Share Option Plan and the Company’s 2020 Share Incentive Plan (together, the “ZIM equity plans”) that is outstanding and unexercised, whether vested or unvested, will be cancelled, and the holders thereof will be entitled to receive the merger consideration net of the exercise price (as determined in accordance with the formula in the merger agreement), less applicable tax withholdings.

•

Each ZIM option with a per share exercise price that is equal to or greater than the merger consideration will be cancelled for no consideration.

	•	Continued director and officer indemnification and liability insurance coverage in accordance with the terms of the merger agreement;
	•	All outstanding ZIM options granted under the ZIM equity plans, and among these the outstanding ZIM options granted to the directors and senior managers, will be cancelled at the effective time of the merger (whether vested or unvested), and the holders of in-the-money options will be entitled to receive the merger consideration net of the applicable per share exercise price, less applicable tax withholdings;
	•	Subject to the approval of the retention bonus proposals, each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, will be entitled to a one time cash retention bonus of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger, or (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

•

With respect to members of senior management, provision of certain severance payments and benefits in the event of their qualifying terminations of employment.

•

ZIM Shareholder Approval—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 ZIM ordinary shares represented at the ZIM special general meeting in person or by proxy and voting thereon (excluding abstentions and broker non-votes) (which we refer to as the “ZIM shareholder approval”);

•

Government Consents (including Special State Share Approval)—(i) All applicable filings, registrations, waiting periods (or extensions thereof) and approvals relating to the transactions under certain specified antitrust and foreign investment laws contemplated by the merger agreement shall have been made, expired, terminated or obtained, as the case may be, and remain in effect, and (ii) the Special State Share Approval shall have been obtained;

•

No Legal Prohibition—No governmental entity of competent jurisdiction has (i) enacted, issued or promulgated any law that is in effect as of immediately prior to the effective time or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the effective time, which, in each case, has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger; and

•

Statutory Waiting Period—At least 50 days have elapsed after the filing of the merger proposal with the Companies Registrar of the Israeli Corporations Authority (the “Companies Registrar”) by each of ZIM and Merger Sub as required under the Companies Law and the rules and regulations promulgated thereunder (the “ICA merger proposal”) and at least 30 days have elapsed after obtaining ZIM shareholder approval.

•

Accuracy of Representations and Warranties—The accuracy of representations and warranties of ZIM in the merger agreement, subject to specified materiality standards discussed in the section entitled “The Merger Agreement—Representations and Warranties”;

•

Compliance with Covenants—Performance and compliance in all material respects by ZIM with the obligations, covenants and agreements required to be performed and complied with by it under the merger agreement at or prior to the closing;

•

No Material Adverse Effect—There not having occurred any material adverse effect (as defined in the section entitled “The Merger Agreement—Representation and Warranties”) with respect to ZIM on or after February 16, 2026 (the date of the merger agreement);

•

Officer Certificate—The receipt by Parent of a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of ZIM, certifying that the conditions set forth in the three bullet points immediately above have been satisfied; and

•

No Government Proceeding—No governmental proceeding or requirement may be pending or in effect that would reasonably be expected to, or does, impose a Burdensome Condition (as defined in the merger agreement) on the transactions.

•

Accuracy of Representations and Warranties—The accuracy of representations and warranties of Parent and Merger Sub in the merger agreement, subject to specified materiality standards discussed in the section entitled “The Merger Agreement—Representations and Warranties”;

•

Compliance with Covenants—Performance and compliance in all material respects by Parent and Merger Sub with the obligations, covenants and agreements required to be performed and complied with by it under the merger agreement at or prior to the closing; and

•

Officer Certificate—The receipt by ZIM of a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of Parent certifying that the conditions set forth in the two bullet points immediately above have been satisfied.

(a)

solicit, initiate, engage in, knowingly encourage or knowingly facilitate any inquiry, proposal, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Other Offers by ZIM”) (it being understood and agreed that any act expressly permitted or required by these provisions (such as informing Persons of the provisions of this section) will not in and of itself be deemed to solicit, encourage or facilitate any such acquisition proposal);

(b)

furnish or cause to be furnished to any person or group any non-public information with respect to any inquiries or the making of any proposal that constitutes, or would reasonably be expected to result in, an acquisition proposal;

(c)

enter into, continue or maintain discussions or negotiations with any person (other than Parent, Merger Sub or any other subsidiary of Parent) with respect to an inquiry or an acquisition proposal (other than informing persons of these provisions);

(d)

approve, endorse, recommend, agree to or accept, or publicly propose to approve, endorse, recommend, agree to or accept, any acquisition proposal;

(e)

submit to a vote of its shareholders any acquisition proposal;

(f)

withdraw, amend, qualify or modify, in each case in a manner adverse to Parent in any material respect, the ZIM board recommendation, or fail to include the ZIM board recommendation in the proxy statement;

(g)

if a tender offer or exchange offer that constitutes an acquisition proposal is commenced (other than by Parent, Merger Sub or any other subsidiary of Parent), fail to recommend against acceptance of such acquisition proposal within ten business days after the commencement thereof in any solicitation or recommendation statement filed or furnished with the SEC (any action referred to in the foregoing clauses (d), (e), (f) or (g) being a “change of recommendation”); or

(h)

enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument providing for an acquisition proposal.

•

the ZIM board may make a change of recommendation in response to an intervening event (as defined in the section entitled “The Merger Agreement—No Solicitation of Other Offers by ZIM”) or a superior proposal if the ZIM board has determined in good faith after consultation with ZIM’s outside legal counsel and financial advisors that the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law; or

•

the ZIM board may cause ZIM to terminate the merger agreement in order to enter into a definitive written agreement providing for a superior proposal received after February 16, 2026 (the date of the merger agreement), provided that (1) there has been no breach in any material respect of ZIM’s non-solicitation obligations that resulted in such superior proposal, and (2) substantially concurrently with such termination, ZIM pays to Parent the $150 million termination fee described under the sections entitled “The Merger Agreement—Termination Fee”.

•

any governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree, judgment or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement;

•

the closing has not occurred on or before February 17, 2027, subject to an automatic extension to June 30, 2027 (such applicable date, the “outside date”), if all of the conditions to closing, other than those related to (i) the making, expiration, termination or obtaining of applicable filings, registrations, waiting periods and approvals under applicable regulatory laws (the “other required regulatory approvals”) and the Special State Share Approval, (ii) any order or injunction prohibiting the transaction under any regulatory law, or (iii) the statutory waiting period, have been satisfied or waived (except for those conditions which by their nature are to be satisfied at the closing, provided that such conditions will then be capable of being satisfied if the closing were to take place on such date); and

•

the ZIM shareholders meeting, including any adjournment or postponement thereof, at which the merger proposal has been voted upon has concluded and the ZIM shareholder approval has not been obtained.

•

at any time prior to obtaining the ZIM shareholder approval, ZIM enters into a definitive written agreement providing for a superior proposal in accordance with the merger agreement; provided that substantially concurrently with such termination, ZIM pays to Parent the $150 million termination fee described below; or

•

upon a Parent breach termination event (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by ZIM”).

•

at any time prior to obtaining the ZIM shareholder approval, if the ZIM board has effected a change of recommendation (provided that a written notice delivered by ZIM to Parent stating ZIM’s intention to make a change of recommendation in advance thereof will not in and of itself result in Parent having any termination rights);

•

upon a ZIM breach termination event (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Parent”); or

•

a governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree, judgment or ruling permanently imposing a Burdensome Condition.

•

(a) Parent or ZIM terminates the merger agreement as a result of (x) the closing having not occurred on or before the outside date or (y) the ZIM shareholder approval having not been obtained, or (b) Parent terminates the merger agreement as a result of breach, failure to perform or violation of the merger agreement by ZIM that (except for a breach of ZIM’s non-solicitation obligations) first occurred following the making of an acquisition proposal of the type described in (2);

•

after February 16, 2026 (the date of the merger agreement) and prior to the date of the termination (or prior to the ZIM special general meeting in the case of a termination as a result of the ZIM shareholder approval having not been obtained), a bona fide acquisition proposal has been publicly disclosed or otherwise made known to the ZIM board or management and, in each case, is not withdrawn (publicly, if publicly disclosed) at least three (3) business days prior to the earlier of the date of the ZIM special general meeting (in the case of termination as a result of ZIM shareholder approval having not been obtained), the date of such termination (in the case of termination as a result of the closing having not occurred on or before the outside date) or the date of the applicable breach (in the case of termination as a result of a ZIM breach termination event); and

•

within 18 months of such termination, an acquisition proposal is consummated or a definitive agreement is entered into with respect to an acquisition proposal that is subsequently consummated (for purposes of this trigger, references in the definition of “acquisition proposal” to twenty percent (20%) will be deemed to be fifty percent (50%)).

•

Parent terminates the merger agreement because the ZIM board has effected a change of recommendation; or

•

ZIM terminates the merger agreement in order to enter into a definitive written agreement providing for a superior proposal.

Q:	Why am I receiving this proxy statement?

A:

You are receiving this proxy statement because Parent, ZIM and Merger Sub have entered into the merger agreement. Pursuant to the merger agreement, and upon the terms and subject to the conditions therein, and in accordance with the relevant provisions of the Companies Law, Merger Sub (as the target company (Chevrat Ha’Ya’ad) in the merger) will merge with and into ZIM (as the absorbing company (HaChevra Ha’Koletet) in the merger) (which we refer to as the “merger”), and the separate existence of Merger Sub will cease. ZIM will become a wholly owned subsidiary of Parent and will continue as the surviving company in the merger (we refer to ZIM after completion of the merger as the “surviving company”). The merger agreement, which governs the terms of the merger, is attached to this proxy statement as Annex A.   The merger agreement and the transactions contemplated thereby (which we refer to as the “transaction”), including the merger, must be approved by the ZIM shareholders in accordance with the Companies Law and Articles in order for the merger to be consummated. ZIM is holding the ZIM special general meeting to obtain that approval. Your vote is very important. ZIM is providing these materials to its shareholders to help them decide how to vote their ZIM ordinary shares with respect to the approval of the merger agreement and the transactions, and other important matters. We encourage you to submit a proxy to have your ordinary shares, of no par value, of ZIM (which we refer to as “ZIM ordinary shares”) voted as soon as possible.

Q:	When and where will the ZIM special general meeting take place?

A:	The ZIM special general meeting will be held at 4:00 p.m., Israel time, on Thursday, April 30, 2026, at the Company’s offices at 9 Andrei Sakharov Street, Haifa, Israel.

Q:	What matters will be considered at the ZIM special general meeting?

A:	The ZIM shareholders are being asked to consider and vote on:

•

a proposal to approve, pursuant to the Companies Law, the merger agreement and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into ZIM, with ZIM surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by ZIM’s shareholders in the merger, other than holders of converted shares and deemed cancelled shares (each as defined in the section entitled “The Merger Agreement—Merger Consideration”), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement (which we refer to as the “merger proposal”), upon the terms and subject to the conditions set forth therein;

	•	a proposal to approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement (which we refer to as the “retention bonus proposals”); and
	•	a proposal to approve a new compensation policy for directors and office holders, for a period of three years from the date of the ZIM special general meeting (which we refer to as the “compensation policy proposal”).

Q:	Is my vote important?

A:

Yes. Your vote is very important. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of the holders of a simple majority of the voting power of ZIM ordinary shares represented at the ZIM special general meeting in person or by proxy and voting thereon (excluding abstentions and broker non-votes).  Only ZIM shareholders as of the close of business on March 31, 2026, or the “record date,” are entitled to vote at the ZIM special general meeting. The ZIM board unanimously recommends that ZIM shareholders vote “FOR” the approval of the merger proposal, “FOR” the approval of the retention bonus proposals and “FOR” the approval of the compensation policy proposal.

Q:	Will my vote matter for the merger proposal?

A:

Yes. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of the holders of a simple majority of the voting power of ZIM ordinary shares represented at the ZIM special general meeting in person or by proxy and voting thereon (excluding abstentions and broker non-votes), who are entitled to vote at the ZIM special general meeting as of the close of business on the record date.   In addition, the foregoing majority to approve the merger proposal must also include a majority of ZIM ordinary shares voted in favor of the merger proposal that are not held by (a) Parent, Merger Sub or any person or entity holding, directly or indirectly, (i) 25% or more of the voting power of Parent or Merger Sub or (ii) the right to appoint 25% or more of the directors of Parent or Merger Sub, (b) a person or entity acting on behalf of Parent, Merger Sub or a person or entity described in clause (a) above, or (c) a relative of, or an entity controlled by Parent, Merger Sub or any of the foregoing (we refer to each of (a), (b) and (c) above as a “Parent affiliate”). As a result, votes on the merger proposal by a Parent affiliate will not count towards the tally for the merger approval.

Q:	If my ZIM ordinary shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote those shares for me?

A:

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your ZIM ordinary shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee may not vote your ZIM ordinary shares on any of the proposals to be considered at the ZIM special general meeting. Brokers, banks or other nominees who hold ZIM ordinary shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners, absent specific instructions from the beneficial owner of the shares to the contrary. However, brokers, banks or other nominees do not have discretionary authority to vote on “non-routine” proposals at the ZIM special general meeting. On each of the merger proposal, the retention bonus proposals and the compensation policy proposal, if a beneficial owner does not provide instructions to his, her or its bank, broker or other nominee, then his, her or its ZIM ordinary shares will not be voted. Because the only proposals for consideration at the ZIM special general meeting are non-routine proposals, it is not expected that there will be any broker non-votes at the ZIM special general meeting. However, if there are any broker non-votes, they will have no effect on the outcome of the vote of the merger proposal, the retention bonus proposals or the compensation policy proposal.

Q:	What ZIM shareholder vote is required for the approval of the merger proposal, the retention bonus proposals and the compensation policy proposal, and how are abstentions and “broker” non-votes counted?

A:

The merger proposal. Approval of the merger proposal requires the affirmative vote of the holders of a simple majority of the voting power of ZIM ordinary shares represented at the ZIM special general meeting in person or by proxy and voting thereon (excluding abstentions and broker non-votes). The foregoing majority must also include a majority of ZIM ordinary shares voted in favor of the merger proposal that are not held by a Parent affiliate. Broker non-votes, abstentions and failure to vote on the merger proposal will have no effect on the outcome of the vote.

Q:	Why does the proxy card (or voting instruction form) ask me to affirm that I am not a Parent affiliate?

A:	Under the Companies Law, approval of the merger requires not only a majority of votes cast, but also that this majority must also include a majority of ZIM ordinary shares that are not held by a Parent affiliate.

Q:	Who will count the votes?

A:	The votes at the ZIM special general meeting will be counted by the ZIM corporate secretary.

Q:	What will ZIM shareholders receive if the merger is completed?

A:

As a result of the merger, each ZIM ordinary share issued and outstanding immediately prior to the effective time of the merger (which we refer to as the “effective time”) (other than any excluded shares, as defined in the section entitled “The Merger Agreement—Merger Consideration”) will be converted into the right to receive $35.00 in cash, without interest and less any applicable withholding taxes.

Q:	What is the Special State Share?

A:

The State of Israel holds a special state share of the Company (the “Special State Share”), which, among other things, requires (a) the Company to remain incorporated and registered in the State of Israel with its headquarters and principal office domiciled in Israel, (b) the Company to maintain a minimal fleet of 11 seaworthy vessels that are fully owned by the Company, at least three of which must be capable of carrying general cargo, (c) at least a majority of the ZIM board, including the chairperson, to be Israeli citizens, (d) the chief executive officer of the Company to be an Israeli citizen, and (e) prior written consent from the holder of the Special State Share for any transfer or issuance of shares that confers possession of 35% or more of the Company’s issued share capital or that provides control over the Company. For a description of the Special State Share Approval, the Special State Share Release, and the Special State Share Assumption (all as defined below), see the section entitled “The State Share Approval.”

Q:	What will happen to my ZIM options?

A:

The merger agreement provides that, at the effective time, each ZIM option granted under the ZIM equity plans that is outstanding and unexercised, whether vested or unvested, will be cancelled, and the holders thereof will be entitled to receive the merger consideration net of the exercise price (as determined in accordance with the formula in the merger agreement), less applicable tax withholdings, in full satisfaction of the rights of such holder with respect thereto. Notwithstanding the foregoing, the merger agreement provides that each ZIM option with a per share exercise price that is equal to or greater than the merger consideration will be cancelled upon the effective time for no consideration.

Q:	How does the ZIM board recommend that I vote?

A:

The ZIM board unanimously recommends that ZIM shareholders vote “FOR” the approval of the merger proposal, “FOR” the approval of the retention bonus proposals and “FOR” the approval of the compensation policy proposal. For additional information regarding how the ZIM board recommends that ZIM shareholders vote, see the section entitled “The Merger—Recommendation of the ZIM Board and Reasons for the Merger.”

Q:	Who is entitled to vote at the ZIM special general meeting?

A:

The ZIM board has fixed March 31, 2026 as the record date for the ZIM special general meeting. All holders of record of ZIM ordinary shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the ZIM special general meeting, provided that those shares remain outstanding on the date of the ZIM special general meeting. Attendance at the ZIM special general meeting is not required to vote. Instructions on how to vote your shares without attending the ZIM special general meeting are provided in this section below.

Q:	How many votes do I have?

A:	Each ZIM ordinary share is entitled to one vote on each proposal. Votes by Parent affiliates will not be counted towards the tally for the merger proposal.

Q:	What constitutes a quorum for the ZIM special general meeting?

A:	Each ZIM ordinary share is entitled to one vote upon each matter to be voted on at the ZIM special general meeting. No less than two shareholders present in person or by proxy, or who have sent ZIM a voting instrument indicating the way in which they are voting and holding or representing at least thirty-three and one third percent (33.33%) of the voting rights in ZIM, shall constitute a quorum. If no quorum is present within half an hour from the time appointed for the ZIM special general meeting, the ZIM special general meeting shall stand adjourned until the seventh day following the prescribed date of the ZIM special general meeting, (and if that day falls on a day other than a business day in Israel, on the next succeeding business day), at the same time and place without there being any further notice to that effect, or to such other date, time and place as will be determined by the ZIM board by notice to the shareholders, and at the adjourned meeting, the business for which the original ZIM special general meeting was convened, will be discussed. In the absence of a quorum at such adjourned meeting, a single shareholder at least (without reference to the number of shares that he holds) present personally or by proxy, will constitute a quorum. For additional information, see the section entitled “The Merger Agreement—ZIM Special General Meeting and Board Recommendation.”
Q:	Am I entitled to appraisal rights?

A:	No. Under Israeli law, holders of ZIM ordinary shares are not entitled to statutory appraisal rights in connection with the merger.

Q:	What will happen to ZIM as a result of the merger?

A:

If the merger is completed, Merger Sub will merge with and into ZIM. As a result of the merger, the separate corporate existence of Merger Sub will cease, and ZIM will continue as the surviving company in the merger and as a wholly owned subsidiary of Parent. Furthermore, ZIM ordinary shares will be delisted from the New York Stock Exchange (the “NYSE”) and will no longer be publicly traded. ZIM shareholders are expected to be able to continue to trade their ZIM ordinary shares on NYSE until the closing date of the merger.

Q:	I own ZIM ordinary shares. What will happen to those shares as a result of the merger?

A:

If the merger is completed, your ZIM ordinary shares will be converted into the right to receive the merger consideration. Each holder of a ZIM ordinary share that was outstanding immediately prior to the effective time will cease to have any rights with respect to ZIM ordinary shares except the right to receive the merger consideration. For additional information, see the sections entitled “The Merger—Consideration to ZIM shareholders” and “The Merger Agreement—Merger Consideration.”

Q:	What happens if the merger is not completed?

A:

If the merger proposal is not approved by ZIM shareholders or if the merger is not completed for any other reason, ZIM shareholders will not receive any merger consideration in connection with the merger and their ZIM ordinary shares will remain outstanding. ZIM will remain an independent public company, and ZIM ordinary shares will continue to be listed and traded on NYSE.   If the merger agreement is terminated under specified circumstances, ZIM may be required to pay Parent a termination fee or Parent may be required to pay ZIM a termination fee. For a more detailed discussion of the termination-related fees, see “The Merger Agreement—Termination of the Merger Agreement.”

Q:	What is a proxy and how can I vote my shares?

A:

A proxy is a legal designation of another person to vote the shares you own. ZIM’s shareholders may vote either in person at the ZIM special general meeting or by authorizing another person as their proxy, whether or not such shareholder attends the ZIM special general meeting. If you choose to attend the ZIM special general meeting and vote your shares, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of ZIM ordinary shares but not the shareholder of record of such ZIM ordinary shares, you have the right to direct your broker, bank, or other nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank, or nominee. You can also choose to vote your shares before the ZIM special general meeting, by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available.

Q:	What are the way to vote my shares, and can I vote without attending the ZIM special general meeting?

A:	If you are a shareholder of record, there are four ways to vote:

•

by Internet at www.proxyvote.com or scan the QR code located on your proxy card 24 hours a day, seven days a week, until 11:59 p.m., Eastern Daylight Time, on April 29, 2026 (have your proxy card in hand when you visit the website);

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by toll-free telephone at 1-800-690-6903, until 11:59 p.m., Eastern Daylight Time on April 29, 2026 (have your proxy card in hand when you call);

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by completing and mailing your proxy card; or

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by attending and voting during the ZIM special general meeting.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m., Eastern Daylight Time, on April 29, 2026. Proxies submitted by mail must be received at the address indicated on the proxy card by 11:59 p.m., Eastern Daylight Time, on April 29, 2026 (or such earlier deadline as may be indicated on the proxy card), in order to be counted towards the tallies of ZIM ordinary shares to be held at the ZIM special general meeting.   If you are a “street name” shareholder, please follow the instructions from your broker, bank, or other nominee to vote by Internet, telephone, or mail before the meeting, in each case by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available. If you plan to attend the meeting and vote in person, you will be required to present a “legal proxy” from your bank, broker or other nominee, along with an account statement showing ownership of your ZIM ordinary shares as of the record date, in order to be given a ballot to vote the shares in person at the meeting.

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:

Shareholders of record. If ZIM ordinary shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote during the meeting or vote through the Internet, by telephone, or by filling out and returning the proxy card.   Beneficial owners. If ZIM ordinary shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the notice was forwarded to you by your broker or nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank, or nominee. You can also choose to vote your shares before the ZIM special general meeting by Internet or telephone, in each case by using the 16-digit control number, which is in the instructions accompanying your proxy materials, if your broker, bank, or nominee makes those instructions available.

Q:	What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials relating to the ZIM special general meeting if you hold ZIM ordinary shares in “street name” and also directly in your name as a shareholder of record or otherwise or if you hold ZIM ordinary shares in more than one brokerage account.   Shareholders of record. For ZIM ordinary shares held directly, complete, sign, date and return each proxy card (or cast your vote by phone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement in order to ensure that all of your ZIM ordinary shares are voted.   Beneficial owners. For ZIM ordinary shares held in “street name” through a broker, bank or other nominee, follow the instructions provided by your broker, bank or other nominee to vote your shares.

Q:	If a shareholder gives a proxy, how will the ZIM ordinary shares covered by the proxy be voted?

A:

If you provide a proxy, regardless of whether you provide that proxy by phone, the Internet or completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your ZIM ordinary shares in the way that you indicate when providing your proxy in respect of the shares you hold in such company. When completing the phone or Internet processes or the proxy card, you may specify whether your ZIM ordinary shares should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the ZIM special general meeting.

Q:	How will my shares be voted if I return a blank proxy?

Q:	Can I change my vote after I have submitted my proxy?
A:	Yes. You may change your vote or revoke your proxy at any time prior to the vote at the ZIM special general meeting.

Q:	Where can I find the voting results of the ZIM special general meeting?

A:

The preliminary voting results will be announced at the ZIM special general meeting. The final voting results will be tallied by the ZIM corporate secretary based on the information provided by Broadridge Financial Solutions, Inc. or otherwise, and the overall results of the ZIM special general meeting will be published following the ZIM special general meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the SEC by ZIM.

Q:	Are there any risks that I should consider as a ZIM shareholder in deciding how to vote?

A:	Yes. You should read this proxy statement in its entirety and carefully consider the risk factors set forth in the section entitled “Risk Factors.”

Q:	What happens if I sell or otherwise transfer my shares before the ZIM special general meeting?

A:

The record date for ZIM shareholders entitled to vote at the ZIM special general meeting is earlier than the date of the ZIM special general meeting. If you transfer your ZIM ordinary shares after the record date but before the ZIM special general meeting, you will, unless special arrangements are made, retain your right to vote at the ZIM special general meeting but will have transferred the right to receive the merger consideration to the person to whom you transferred your ZIM ordinary shares.

Q:	When is the merger expected to be completed?

A:

Parent and ZIM are working to complete the merger as quickly as possible. Subject to the satisfaction or waiver of the conditions described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger,” including the approval of the merger proposal by ZIM shareholders at the ZIM special general meeting, the transaction is expected to close in the fourth quarter of 2026. However, neither Parent nor ZIM can predict the actual date on which the merger will be completed, nor can the parties assure you that the merger will be completed, because completion is subject to conditions beyond either company’s control. In addition, if the merger is not completed by February 17, 2027, subject to an extension to June 30, 2027, in order to obtain required regulatory approvals, either Parent or ZIM may choose not to proceed with the merger by terminating the merger agreement.

Q:	What will I receive if the merger is completed?

A:

Upon completion of the merger, you will be entitled to receive the per share merger consideration of $35.00 in cash for each ZIM ordinary share that you own. For example, if you own 100 ZIM ordinary shares, you will receive $3,500.00 in cash in exchange for your ZIM ordinary shares, without interest and less any applicable withholding taxes. For additional information on the exchange of ZIM ordinary shares for the merger consideration, see the section entitled “The Merger Agreement—Exchange of ZIM Ordinary Shares for the Merger Consideration.”

Q:	How does the per share merger consideration compare to the unaffected market price of the ZIM ordinary shares?

A:

The $35.00 per share merger consideration (without interest and less any applicable withholding taxes) represents a 126% premium to ZIM’s closing share price of $15.50 (which we consider to be the unaffected share price) on August 8, 2025 (the last trading day before market speculation regarding a proposed transaction as a result of third party reporting), a 58% premium to ZIM’s closing share price of $22.20 on February 13, 2026 (the last trading day before the execution of the merger agreement) and a 90% premium to the volume weighted average ZIM share price of $18.45 over the 90 trading days preceding the execution of the merger agreement.

Q:	Will the per share merger consideration payable to me be subject to Israeli capital gains tax?

A:

The exchange of ZIM ordinary shares for the merger consideration pursuant to the terms and conditions of the merger will generally be a taxable event under Israeli tax law. In general, under Israeli tax law, the disposition of shares of an Israeli company is considered a sale of an asset and may be subject to Israeli capital gains tax, unless a specific exemption applies under Israeli law or an applicable tax treaty. For example, under the tax treaty between the United States and Israel, Israeli capital gains tax generally does not apply to a U.S. resident who sells shares of an Israeli company, provided certain conditions are met, including that the shares were held as an investment and the seller did not hold a significant interest or have other specified connections to Israel. To benefit from an exemption, a valid certificate from the Israel Tax Authority is generally required before payment is made, unless other provisions have been made.   Israeli law may also provide exemptions from capital gains tax for non-residents on the sale of shares of Israeli companies, subject to specific conditions. Shareholders who do not qualify for an exemption may be subject to Israeli capital gains tax on the disposition of their ZIM ordinary shares in the merger.

Q:	Will the per share merger consideration payable to me be subject to Israeli tax withholding?

A:

According to Israeli law, unless Parent is provided with an exemption certificate issued by the ITA, Parent is required to withhold Israeli taxes from the per share merger consideration, regardless of whether you are subject to Israeli capital gains tax. We intend to submit an application to the ITA for a ruling that is expected to apply to the merger consideration payable to ZIM’s Israeli-resident shareholders, non-Israeli resident shareholders, and non-Israeli resident holders of equity awards of ZIM, in each case, as defined in the Israeli Income Tax Ordinance (New Version) 1961, as amended, or as will be determined by the Israel Tax Authority (other than recipients covered under the options tax ruling), including instructions on how to identify any non-Israeli resident holders. With respect to such holders, the withholding tax ruling is expected provide for an exemption from withholding of Israeli Tax at the source from the merger consideration, or clarify that no such obligation exists, or provide for instructions on how such withholding at the source is to be implemented, and in particular, with respect to the classes or categories of holders of ZIM’s shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied.   This proxy statement contains a general discussion of the material Israeli income tax consequences of the merger. You should consult your own tax advisors regarding the particular Israeli income tax consequences to you of the merger in light of your particular circumstances, as well as the particular tax consequences to you under any other tax laws.   For a more detailed discussion, see the section entitled “Material Israeli Income Tax Consequences of the Merger.”

Q:	Will U.S. Holders be subject to U.S. federal income tax upon the receipt of the merger consideration pursuant to the merger?

A:

The receipt by a U.S. Holder of the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, a U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash it receives pursuant to the merger (including any amounts required to be withheld for tax purposes) and its adjusted tax basis in the ZIM ordinary shares exchanged for such cash. A U.S. Holder’s adjusted tax basis in shares of ZIM ordinary shares will generally equal the amount that such U.S. Holder paid for such shares. For more details, see “Material U.S. Federal Income Tax Consequences of the Merger.”

Q:	Who will solicit and pay the cost of soliciting proxies?

A:

ZIM has retained Sodali & Co. (“Sodali”), a proxy solicitation firm, to perform various solicitation services in connection with the ZIM special general meeting. ZIM will pay Sodali a customary fee of approximately $40,000 in connection with its solicitation services. Certain officers, directors, employees, and agents of ZIM, none of whom will receive additional compensation therefor, may also solicit proxies by telephone, email or other personal contact. ZIM will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares.

Q:	What is “householding”?

A:

ZIM follows a procedure called “householding,” which the SEC has approved. Under this procedure, ZIM delivers a single copy of the notice and proxy materials to multiple shareholders who share the same address, unless ZIM has received contrary instructions from one or more of such shareholders. This procedure reduces printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, ZIM will deliver promptly a separate copy of the notice and proxy materials to any shareholder at a shared address to which ZIM delivered a single copy of any of these materials. “Street name” shareholders may contact their broker, bank, or other nominee to request information about householding.

Q:	Should I send in my ZIM ordinary share certificates now? When can I expect to receive the merger consideration for my shares?

A:

No. Please do not send your ZIM ordinary share certificates with your proxy card or voting instruction form. Prior to the effective time, Parent will select a bank or trust company reasonably acceptable to ZIM to act as the exchange agent for the merger. If your ZIM ordinary shares are in certificated form, after the merger is completed, the exchange agent will send you a letter of transmittal with detailed instructions regarding the surrender and conversion of your ZIM ordinary share certificates for the merger consideration. If your ZIM ordinary shares are held in book-entry form, you will not need to complete a letter of transmittal.   For additional information on the exchange of ZIM ordinary shares for the merger consideration, see the section entitled “The Merger Agreement—Exchange of ZIM Ordinary Shares for the Merger Consideration.”

Q:	What should I do now?

A:

You should read this proxy statement carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the Internet as soon as possible so that your ZIM ordinary shares will be voted in accordance with your instructions.

Q:	Who can answer my questions about the ZIM special general meeting or the transactions contemplated by the merger agreement?

A:	If you have questions about the ZIM special general meeting or the transactions contemplated by the merger agreement, you may contact ZIM’s proxy solicitor, Sodali; Shareholders Call Toll Free: (800) 662-5200. Brokers and Banks may call collect: (203) 658-9400; Email: ZIM@info.sodali.com.

Q:	Where can I find more information about Parent, ZIM and the merger?

A:	You can find out more information about Parent, ZIM and the merger by reading this proxy statement and, with respect to Parent and ZIM, from various sources described in the section entitled “Where You Can Find More Information.”

Q:	If the ZIM special general meeting is adjourned or postponed, do I need to send new proxies?

A:

At any subsequent reconvening of the ZIM special general meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the ZIM special general meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent reconvening of the ZIM special general meeting.

Q:	Do ZIM’s senior management and directors have any interest in the merger?

A:

ZIM’s directors and senior management may have interests in the merger that may be different from, or in addition to, the interests of ZIM’s shareholders. The ZIM board was aware of these interests during its deliberations on the merits of the merger and in deciding to recommend that ZIM shareholders vote in favor of the merger proposal. These interests are described in more detail under the caption “The Merger—Interests of ZIM Directors and Senior Management in the Merger.”   These interests include, among others, the following:   •      Continued director and officer indemnification and liability insurance coverage in accordance with the terms of the merger agreement; •      All outstanding ZIM options granted under the ZIM equity plans, and among these the outstanding ZIM options granted to the directors and senior managers, will be cancelled at the effective time of the merger (whether vested or unvested), and the holders of in-the-money options will be entitled to receive the merger consideration net of the applicable per share exercise price, less applicable tax withholdings; and •      Subject to the retention bonus proposals, 14 members of ZIM’s senior management (but excluding the directors of ZIM) set forth in the proxy statement will be entitled to a one-time cash bonus, equal to 12 monthly base salaries of such member of management, to be paid on the earlier of (i) the closing of the merger, or (ii) the lapse of 15 months as of the date of the signing of the merger agreement.

Q:	If I purchased my ZIM ordinary shares after the record date, may I vote these shares at the ZIM special general meeting?

A:

No. A shareholder is not entitled to vote shares purchased after the record date because the shareholder was not the record holder of those shares on the record date. Only the holder as of the record date may vote shares. However, such shareholder’s ZIM ordinary shares, if held as of the effective time of the merger, will be automatically converted into and represent the right to receive the merger consideration.

Q:	What happens if additional matters are presented at the ZIM special general meeting?

A:

The only items of business that the ZIM board intends to present at the meeting are set forth in this proxy statement. No ZIM shareholder has advised ZIM of the intent to present any other matter, and ZIM is not aware of any other matters to be presented at the ZIM special general meeting. If any other matter or matters are brought before the meeting in accordance with the provisions of the Articles and the Companies Law, the person(s) named as your proxyholder(s), if any, will have the discretion to vote your ZIM ordinary shares on the matters in accordance with their best judgment and as they deem advisable. Any shareholder who intends to present a proposal at the ZIM special general meeting must satisfy the requirements of the Companies Law and the ZIM articles of association. Pursuant to and in accordance with the Companies Law and the regulations promulgated thereunder, one or more shareholders holding at least 5% of the voting power in ZIM have the right to ask the ZIM board to include an item relating to the appointment or removal of a director in the agenda of the meeting, and one or more shareholders holding at least 1% of the voting power in ZIM have the right to ask the ZIM board to include any other item in the agenda of the meeting, provided, that the proposed item is suitable for discussion at the ZIM special general meeting. For a shareholder proposal to be considered for inclusion in the meeting, ZIM’s corporate secretary must receive the written proposal no later than March 26, 2026. If the ZIM board determines that a shareholder proposal is appropriate to be added to the agenda of the ZIM special general meeting, ZIM will publish a revised agenda in accordance with the provisions of the Companies Law and the Articles.   ZIM currently does not contemplate that any matters other than as stated above will be considered at the ZIM special general meeting.

	•	Continued director and officer indemnification and liability insurance coverage in accordance with the terms of the merger agreement;
	•	All outstanding ZIM options granted under the ZIM equity plans, and among these the outstanding ZIM options granted to the directors and senior managers, will be cancelled at the effective time of the merger (whether vested or unvested), and the holders of in-the-money options will be entitled to receive the merger consideration net of the applicable per share exercise price, less applicable tax withholdings;
	•	Subject to the approval of the retention bonus proposals, each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, will be entitled to a one time cash retention bonus of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger, or (ii) the lapse of 15 months as of the date of the signing of the merger agreement;

	•	With respect to members of senior management, provision of certain severance payments and benefits in the event of their qualifying terminations of employment; and
	•	ZIM is experiencing labor interruptions as a result of disagreements between ZIM management and unionized employees in connection with the merger and the related uncertainty that certain ZIM managers and employees feel with respect to their future roles and long-term relationships with ZIM following the completion of the merger. If such disagreements persist or more disagreements arise and are not resolved in a timely and cost-effective manner, such labor conflicts could have a material adverse effect on ZIM’s business and financial results or upon the ability to consummate the merger. Disputes with ZIM’s unionized employees may result in work stoppage, strikes and time-consuming litigation.

•

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 ZIM’s business strategy and plans, and ZIM’s ability to respond to market trends and industry developments;

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ZIM may incur significant costs, including legal, accounting and financial advisory fees, in connection with the merger;

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ZIM management’s attention and resources may be diverted from other ongoing business and strategic opportunities;

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ZIM could become subject to costly litigation in connection with the merger;

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ZIM’s current and prospective employees may feel uncertain about their future roles and relationships with ZIM following the completion of the merger, which may adversely affect ZIM’s ability to attract and retain key personnel and may result in work unrest, strikes or other organizational actions by ZIM’s unionized employees; and

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ZIM may be exposed to media attention and public scrutiny in connection with the merger which may have a general negative impact on ZIM’s relationships with its employees, customers, suppliers or other business partners.

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ZIM may experience negative reactions from the financial markets, including negative impacts on the market price of ZIM ordinary shares;

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the manner in which industry contacts, business partners and other third parties perceive ZIM may be negatively impacted, which in turn could affect ZIM’s marketing operations or its ability to compete for new business or obtain renewals in the marketplace more broadly;

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ZIM will or may incur substantial transaction fees and other costs that will be unable to be recouped;

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ZIM may experience negative reactions from employees; and

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ZIM will have expended time and resources that could otherwise have been spent on ZIM’s existing businesses and the pursuit of other opportunities that could have been beneficial to ZIM, and ZIM’s ongoing business and financial results may be adversely affected.

(i)

The Merger Proposal. To approve, pursuant to the Israeli Companies Law, the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;

(ii)

The Retention Bonus Proposals. To approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

(iii)

Compensation Policy Proposal. To approve a new compensation policy for directors and office holders, for a period of three years from the date of the ZIM special general meeting.

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By Internet—If you are a shareholder of record of ZIM, you can submit a proxy over the Internet by logging on to the website listed or scanning the QR code on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold ZIM ordinary shares in “street name,” and if the brokerage firm, bank or another similar nominee that holds your ZIM ordinary shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form to submit your proxy over the Internet or simply click on the “VOTE NOW” button if you received the proxy materials by email;

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By telephone—If you are a shareholder of record of ZIM, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold ZIM ordinary shares in “street name,” and if the brokerage firm, bank or other similar organization that holds your ZIM ordinary shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by telephone; or

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By mail—If you are a shareholder of record of ZIM, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. DO NOT enclose or return your ZIM share certificate(s) with your proxy. If you hold ZIM ordinary shares in “street name,” you have the right to direct your brokerage firm, bank or other similar organization how to vote your ZIM ordinary shares, and the brokerage firm, bank or other similar organization is required to vote your ZIM ordinary shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please promptly complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization.

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Premium to Then-Current Equity Price. The per share merger consideration to be paid by Parent of $35.00 in cash, which represents a 126% premium to ZIM’s closing share price of $15.50 (which we consider to be the unaffected share price) on August 8, 2025 (the last trading day before market speculation regarding a proposed transaction as a result of third party reporting), a 58% premium to ZIM’s closing share price of $22.20 on February 13, 2026 (the last trading day before the execution of the merger agreement) and a 90% premium to the volume weighted average ZIM share price of $18.45 over the 90 trading days preceding the execution of the merger agreement.

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Form of Consideration. The fact that the merger consideration is all cash, which provides ZIM’s shareholders with significant, immediate and certain value and liquidity for their ZIM ordinary shares, while avoiding long-term business and execution risk, including the risks and uncertainties relating to ZIM’s prospects and the risks of an economic downturn that could adversely affect ZIM, as well as risks related to the financial markets generally.

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Negotiations with Parent. The ZIM board considered the course of negotiations between ZIM and Parent, and the ZIM board’s belief that, based on those negotiations and Parent’s indication that its offer was best and final, the merger consideration represents the best proposal and economic value available to ZIM shareholders and that the merger agreement contained the most favorable terms to ZIM in the aggregate to which Parent was willing to agree.

•

Financial Advisors’ Opinions:   o     The oral opinion of Evercore rendered to the ZIM board, which was subsequently confirmed in Evercore’s written opinion dated February 16, 2026, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by holders of ZIM ordinary shares in the merger was fair, from a financial point of view, to such holders other than the holders of excluded shares, as more fully described below in the section entitled “The Merger—Opinion of ZIM’s Financial Advisors—Opinion of Evercore Group L.L.C.” beginning on page 62 and the full text of the written opinion of Evercore attached as Annex C-1 to this proxy statement; and   o     The financial analysis and oral opinion, dated as of February 15, 2026 (which was subsequently confirmed in a written opinion dated February 16, 2026), of Barclays to the ZIM board that, as of the date of such opinion and based upon and subject to the qualifications, limitations, assumptions and other matters stated therein, the merger consideration pursuant to the proposed merger was fair, from a financial point of view, to the holders of ZIM ordinary shares (other than the holders of excluded shares), as more fully described in the section entitled “The Merger—Opinion of ZIM’s Financial Advisors Barclays Bank PLC” beginning on page 68 of this proxy statement and the full text of the written opinion of Barclays attached as Annex C-2 to this proxy statement.

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Surviving Company. Considering the financial position of ZIM and Merger Sub, no reasonable concern exists that, as a result of the merger, the surviving company would not be able to fulfill the obligations of ZIM to its creditors.

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Potential Strategic Alternatives. The ZIM board considered possible alternatives to the merger reasonably available to ZIM, including continuing to operate as a standalone company, and the potential benefits and risks to ZIM shareholders of these alternatives, as well as the ZIM board’s assessment that none of these alternatives was reasonably likely to create greater value for ZIM shareholders within a reasonable period of time, taking into account risks of execution as well as market, industry, business and competitive risks. As previously announced, the ZIM board also considered proposals from an entity owned by Eli Glickman, the Company’s Chief Executive Officer and President, and Rami Ungar, which, after careful consideration, the ZIM board concluded significantly undervalued the Company and informed the management-led entity that its proposals were declined.

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Risks Relating to Remaining a Standalone Company. The ZIM board considered ZIM’s prospects and risks if ZIM were to remain an independent company. The ZIM board considered ZIM’s then-current business and financial plans, including the risks and uncertainties associated with achieving and executing on ZIM’s business and financial plans in the short-term and long-term, as well as the general risks of market conditions that could reduce the trading price of ZIM ordinary shares.

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Other Potential Acquirors. The ZIM board, with the assistance of Evercore, considered other parties that would be most likely to have an interest in acquiring ZIM, taking into consideration various financial and strategic factors, including the likelihood and ability to consummate a transaction at a price that would exceed the value of the merger consideration offered by Parent. The ZIM board also considered:   o     ZIM’s rigorous process, together with Evercore, for soliciting and responding to offers from potential counterparties that were believed to be the most willing and able to pay the highest price for ZIM’s stock, including the fact that approximately 13 parties were contacted or solicited during ZIM’s process for exploring a potential strategic transaction between August 2025 and December 2025, in an effort to obtain the best value reasonably available to shareholders, four of which (including Parent) entered into confidentiality agreements with the Company and were provided with an opportunity to conduct due diligence; and   o     the fact that two parties, other than Parent, submitted indications of interest, which, after careful consideration, the ZIM board concluded to be inferior to Parent’s, including the previously announced proposals from an entity owned by Eli Glickman, the Company’s Chief Executive Officer and President, and Rami Ungar.

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Loss of Opportunity. The ZIM board considered the possibility that, if it declined to enter into the merger agreement, there may not be another opportunity for the ZIM shareholders to enter into a comparably priced transaction and that the short-term market price for the shares of ZIM ordinary shares could fall below the current trading price, and possibly substantially below the value of the merger consideration.

•

Ability to Respond to Unsolicited Acquisition Proposals, Change Recommendation and Terminate the Merger Agreement. The ZIM board considered that the merger agreement contains provisions that, subject to its terms and conditions, permit ZIM to respond to certain unsolicited acquisition proposals and adequately preserve the ZIM board’s ability to act in the best interests of ZIM’s shareholders. Under these provisions, if ZIM receives a bona fide acquisition proposal from a third party prior to the ZIM shareholders meeting, then, subject to specified conditions and limitations in the merger agreement, ZIM may provide non-public information to, and participate in discussions or negotiations with, the third party if the ZIM board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the proposal constitutes or would reasonably be expected to lead to a superior proposal and that failing to take such actions would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law. In addition, prior to the ZIM shareholders meeting, and subject to the terms and conditions of the merger agreement (including advance notice to Parent and an opportunity for Parent to propose revisions to the merger agreement), the ZIM board may change its recommendation that ZIM shareholders approve the merger agreement and the merger in response to a superior proposal or certain intervening events, if the ZIM board determines in good faith (after consultation with its outside legal counsel and financial advisors) that failing to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law. ZIM may also terminate the merger agreement prior to obtaining shareholder approval in order to enter into a definitive agreement with respect to a superior proposal, provided that ZIM pays Parent a termination fee of $150,000,000 as required by the merger agreement. The ZIM board also considered that the termination fee payable by ZIM under specified circumstances is reasonable in light of the overall terms of the merger agreement and the benefits of the merger and would not be expected to preclude another party from making a competing proposal.

•

Terms of the Merger Agreement. The ZIM board considered all of the terms and conditions of the merger agreement, including the structure of the merger and the transactions, the limited scope of the conditions to closing, ZIM’s right to specific performance to cause Parent to consummate the merger under certain circumstances, and other remedies available under the merger agreement, subject to certain conditions, and the customary nature of the representations, warranties, covenants and agreements of the parties. The ZIM board further considered the course and nature of negotiations with Parent, which were conducted at arm’s length and during which the ZIM board was advised by highly qualified legal and financial advisors. These negotiations ultimately resulted in terms that (a) provide for a significant premium over the trading price of ZIM ordinary shares; (b) provide robust provisions designed to ensure, absent certain circumstances that would cause a closing condition not to be satisfied or allow termination of the merger agreement, that the merger and the transactions are completed; and (c) provide for a termination fee payable by Parent to ZIM if the transaction is terminated for failure to obtain regulatory approvals (other than the Special State Share Approval and other approvals under Israeli regulatory laws).

•

Regulatory Approvals. The ZIM board considered the relative likelihood of significant antitrust, foreign investment, and other regulatory impediments to closing and the provisions of the merger agreement relating to regulatory approvals. Under the merger agreement, Parent, Merger Sub and ZIM have agreed to use their respective reasonable best efforts, and to cause their respective subsidiaries to use their respective reasonable best efforts, to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions, including the merger, as soon as practicable after signing, including preparing and making required filings and using reasonable best efforts to obtain required approvals, clearances, waivers and waiting period expirations or terminations, subject in each case to the terms, limitations and coordination provisions set forth in the merger agreement. The ZIM board also considered that consummation of the merger is conditioned on obtaining specified regulatory approvals, including (i) the approvals, clearances and waiting period expirations or terminations required under applicable regulatory laws and identified in the merger agreement as “Other Required Regulatory Approvals” and (ii) the approval required from the State of Israel pursuant to ZIM’s Special State Share. In addition, the merger agreement generally provides that Parent will control the overall regulatory strategy and coordinate filings and submissions to governmental entities, while consulting with ZIM and considering ZIM’s views in good faith, and that Parent has agreed to take, or cause to be taken, actions that may be required by governmental entities to obtain antitrust and other regulatory approvals, subject to specified limitations, including that Parent is not required to agree to remedies or conditions that would be materially burdensome as provided in the merger agreement. Finally, the ZIM board considered the provisions of the merger agreement that specifically address the Special State Share, including Parent’s obligation to use reasonable best efforts (subject to specified limitations) to obtain approval of the transactions from the State of Israel and an irrevocable and perpetual release of ZIM and its affiliates from the rights and obligations associated with the Special State Share, which release may be achieved through a transaction in which an Israeli partner assumes the Special State Share obligations effective as of the closing.

•

Likelihood of Completion. The ZIM board considered the likelihood that the merger will be consummated, based on, among other things, the limited number of conditions to the merger, the absence of a financing condition, the relative likelihood of obtaining required regulatory approvals, the remedies available under the merger agreement to ZIM in the event of various breaches by Parent, and Parent’s reputation in its industry, its financial capacity to complete an acquisition of this size and its prior track record of successfully completing acquisitions, which collectively supported the conclusion that a transaction with Parent could be completed on a reasonable timetable for such a transaction and in an orderly manner.

•

Shareholder Approval. The ZIM board considered that the merger agreement, the merger and the other transactions would be subject to the approval of the ZIM shareholders, and that ZIM shareholders would be free to vote against the approval of the merger agreement, the merger and the other transactions.

•

Risk Associated with Failure to Consummate the Merger. While the ZIM board expects that the merger will be consummated, there can be no assurance that all of the conditions to the consummation of the merger will be satisfied, including that the merger will receive the approximately forty required regulatory clearances, or that the merger will be consummated in a timely manner or at all, even if the ZIM shareholders approve the merger proposal. The ZIM board considered potential negative effects if the merger is not consummated, including:

o

ZIM’s directors, officers and employees will have expended extensive time and effort to negotiate, implement and consummate the merger, and their time may have been diverted from other important business opportunities and operational matters while working to implement the merger;

•

ZIM will have incurred significant transaction and opportunity costs during the pendency of the merger and other transactions, without compensation, except potentially for the termination fee payable by Parent if the transaction is terminated under certain circumstances;

•

ZIM’s continuing business relationships with customers, suppliers, and other business partners and employees, including key personnel, may be adversely affected;

•

the trading price of ZIM ordinary shares could be adversely affected;

•

the market’s perceptions of ZIM and ZIM’s prospects could be adversely affected; and

•

ZIM’s business may be subject to significant disruption and decline.

•

Transaction Costs. The ZIM board considered the fact that ZIM has incurred and will continue to incur significant transaction costs and expenses in connection with the merger, regardless of whether the merger is consummated.

•

Inability to Solicit Competing Proposals and Termination Fee. The merger agreement includes a covenant prohibiting ZIM from, and requiring ZIM to cause its subsidiaries and its and their representatives not to, directly or indirectly solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, proposal, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal, subject to specified exceptions that permit ZIM, under certain circumstances and prior to the ZIM shareholders meeting, to respond to an unsolicited bona fide acquisition proposal, including by providing information to and engaging in discussions or negotiations with the third party and, subject to further conditions, changing the ZIM board’s recommendation and, in the case of a superior proposal, terminating the merger agreement to enter into a definitive agreement providing for such superior proposal. ZIM may be required to pay Parent a termination fee of $150,000,000 in cash if the merger agreement is terminated under certain circumstances, including if ZIM terminates the merger agreement prior to obtaining ZIM shareholder approval in order to enter into a definitive agreement providing for a superior proposal, if Parent terminates the merger agreement following a change of recommendation by the ZIM board prior to obtaining ZIM shareholder approval, or in certain other circumstances involving an acquisition proposal. The ZIM board also considered that the merger agreement affords Parent certain matching and negotiation rights in connection with a superior proposal, including advance notice and an opportunity for Parent to propose revisions to the merger agreement, which may discourage other parties that might otherwise have an interest in a business combination with, or acquisition of, ZIM. The ZIM board considered the potential that the termination fee and these related provisions could deter competing offers, but did not believe they would be preclusive, and recognized that these provisions were required by Parent as a condition to entering into the merger agreement.

•

Effect of Public Announcement. The effect of the public announcement of the merger agreement, including effects on ZIM’s operations, ZIM’s commercial relationships, the trading price of ZIM ordinary shares, and ZIM’s ability to attract and retain management and other key employees during the pendency of the merger and the other transactions, as well as the potential for litigation in connection with the merger and other potential adverse effects on the financial results of ZIM as a result of any related disruption in ZIM’s business during the pendency of the merger and the other transactions, which are anticipated to be completed during in the fourth quarter of 2026.

•

Timing and Regulatory Risks. The ZIM board considered the amount of time it could take to complete the merger, including the possibility that the merger may not be completed or that completion may be unduly delayed for reasons beyond the control of ZIM or Parent, and including the risk that Parent might not receive the approximately forty necessary regulatory clearances to complete the merger, that the Special State Share Approval may not be obtained or that governmental authorities could attempt to condition their approvals or clearances of the merger on one or more of the parties’ compliance with certain terms or conditions which may cause one or more of the merger conditions not to be satisfied.

•

Opportunity Costs and Interim Operating Covenants. The ZIM board considered restrictions on the conduct of ZIM’s business during the interim period between signing and closing, due to the pre-closing covenants in the merger agreement whereby ZIM agreed, among other things, to use reasonable best efforts to conduct its business, in all material respects, in the ordinary course of business consistent with past practice and to refrain from taking a number of actions related to the conduct of its business without the prior written consent of ZIM (in each case, subject to specified exceptions), which may have an adverse effect on ZIM, including a potential loss of customers or business, or reduction in business with existing customers, and ZIM’s ability to respond to changing market and business conditions in a timely manner or at all.

•

Interests of Directors and Executive Officers. The ZIM board considered the interests that ZIM’s directors and executive officers may have in the merger and the other transactions as individuals that are in addition to, or that may be different from, the interests of the other ZIM shareholders, as described in more detail under the caption “The Merger—Interests of ZIM Directors and Senior Management in the Merger”.

•

Taxable Nature of the Transactions. The ZIM board considered the fact that the merger will generally be a taxable transaction to the shareholders of ZIM for U.S. federal income tax purposes and Israeli tax purposes.

•

No Appraisal Rights. The ZIM board considered the fact that appraisal rights are not available to holders of shares of ZIM ordinary shares in connection with the merger in accordance with the Israeli law.

			Q4 2025				2026				2027				2028				2029				2030
Revenue		$	1,491			$	6,689			$	6,930			$	7,644			$	8,236			$	8,401
Adjusted EBITDA (1)			303				1,574				1,871				2,114				2,347				2,369
Levered Free Cash Flow (2)			(238	)			(211	)			304				355				566				595

	(1)	Adjusted EBITDA is a non-IFRS financial measure which we define as net income (loss) adjusted to exclude financial expenses (income), net, income taxes, depreciation and amortization in order to reach EBITDA, and further adjusted, as applicable, to exclude non-cash charter hire expenses, capital gains (losses) beyond the ordinary course of business and expenses related to legal contingencies.
	(2)	Levered Free Cash Flow is calculated as Non-IFRS Adjusted EBITDA, adding the impact of sale of assets, adding in the impact of interest income generated from cash on the balance sheet, subtracting the impact of capital expenditures, subtracting the impact of total debt service inclusive of lease payments, subtracting the impact of cash taxes, and adding or subtracting (as applicable) the impact of changes in net working capital. Calendar year 2030 assumes a long-term effective non-IFRS cash tax rate of 23%, as provided by management of ZIM.

•

reviewed certain publicly available business and financial information relating to ZIM that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

•

reviewed certain internal projected financial data relating to ZIM prepared and furnished to Evercore by the management of ZIM, as approved for Evercore’s use by ZIM (including the ZIM Financial Projections) (the “forecasts”);

•

discussed with management of ZIM their assessment of the past and current operations of ZIM, the current financial condition and prospects of ZIM, and the forecasts;

•

reviewed the reported prices and the historical trading activity of ZIM ordinary shares;

•

compared the financial performance of ZIM and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

•

compared the financial performance of ZIM and the valuation multiples relating to the merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

•

reviewed the financial terms and conditions of a draft, dated February 15, 2026 of the merger agreement; and

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

•

A.P. Møller - Mærsk A/S

•

Hapag-Lloyd

•

Evergreen Marine Corp Taiwan Ltd

•

Orient Overseas (International) Limited

•

Wan Hai Lines Ltd

•

Yang Ming Marine Transport Corp

Company	TEV / 2025E EBITDA	TEV / 2026E EBITDA	P / BV
A.P. Møller - Mærsk A/S	3.3x	5.5x	0.64x
Hapag-Lloyd	6.8x	8.4x	1.19x
Evergreen Marine Corp Taiwan Ltd	3.1x	4.2x	0.75x
Orient Overseas (International) Limited	2.6x	N/A	0.86x
Wan Hai Lines Ltd	2.2x	2.2x	0.82x
Yang Ming Marine Transport Corp	(0.6x)	(0.6x)	0.58x

Month and Year Announced	Acquiror	Target	P / BV
July 2017	China COSCO Shipping Corporation Limited / Shanghai International Port Group	Orient Overseas (International) Limited	1.37x
July 2016	Hapag-Lloyd	United Arab Shipping Co.	0.47x
December 2015	China COSCO Shipping Corporation Limited	China Shipping Group	1.50x
December 2015	CMA CGM Group	Neptune Orient Lines Limited	0.96x
April 2014	Hapag-Lloyd	Compañía Sud Americana de Vapores	2.18x

Benchmark	P / BV
P / BV (All selected transactions)	1.30x
P / BV (selected transactions where the consideration was all cash)	1.28x

Consideration Type	1 Day Prior	1 Week Prior	1 Month prior
All Transactions
Median	28.4%	31.7%	34.7%
75th percentile	53.3%	49.8%	58.7%
Mean	36.9%	39.1%	43.9%
25th percentile	13.9%	17.8%	22.2%
All Cash Transactions
Median	31.9%	34.6%	41.6%
75th percentile	54.0%	55.7%	61.7%
Mean	40.1%	42.7%	48.9%
25th percentile	20.1%	20.2%	26.8%

•

reviewed certain publicly available financial statements and other business and financial information relating to ZIM that Barclays considered relevant to its analysis, including ZIM’s Annual Report on Form 20-F for the year ended December 31, 2024;

•

reviewed certain internal financial statements and other financial and operating data relating to ZIM provided to Barclays by ZIM, including financial projections prepared by ZIM;

•

reviewed a trading history of ZIM ordinary shares between January 28, 2021 and February 5, 2026 and compared such trading history with those of certain other companies that Barclays deemed relevant;

•

reviewed the historical financial results and present financial condition of ZIM and compared them with those of certain other companies that Barclays deemed relevant;

•

reviewed the financial terms, to the extent publicly available, of certain other transactions that Barclays deemed relevant and compared them with the financial terms of the proposed transaction;

•

discussed ZIM’s past and current business, operations, assets, liabilities, financial condition and prospects with ZIM’s management, including the cash management policies and liquidity requirements of ZIM;

•

reviewed a draft dated February 15, 2026 of the merger agreement; and

•

reviewed such other information, performed such other analyses, undertook such other studies and considered such other factors as Barclays deemed appropriate.

•

A.P. Møller - Mærsk A/S

•

Hapag-Lloyd

•

China COSCO Shipping Corporation Limited

•

Evergreen Marine Corp Taiwan Ltd

•

HMM Co Ltd

•

Wan Hai Lines Ltd

•

Yang Ming Marine Transport Corp

•

each ZIM ordinary share issued and outstanding immediately prior to the effective time (other than any deemed cancelled shares or converted shares (each as defined below)) will be deemed to have been transferred to Parent in exchange for the right to receive $35.00 per share in cash, without interest and less any applicable withholding taxes;

•

each ZIM ordinary share issued and outstanding immediately prior to the effective time that is a dormant share (minyah redumah) owned or held in treasury by ZIM or is owned by Parent or Merger Sub, if any, (the “deemed cancelled shares”) will be cancelled and retired without any conversion or consideration paid in respect thereof and will not entitle the holder thereof to any consideration pursuant to the merger agreement; and

•

each ZIM ordinary share issued and outstanding immediately prior to the effective time that is owned or held by any wholly owned subsidiary of ZIM or Parent (other than Merger Sub) will be converted into such number of shares of the surviving company such that the ownership percentage of any such subsidiary in the surviving company will equal the ownership percentage of such subsidiary in ZIM immediately prior to the effective time (the “converted shares” and, together with the deemed cancelled shares, the “excluded shares”).

•

due organization, valid existence, good standing (to the extent applicable) and authority and qualification to conduct business with respect to ZIM and its subsidiaries;

•

The capital structure of ZIM and its subsidiaries;

•

ZIM’s corporate power and authority to enter into and perform the merger agreement;

•

requisite shareholder approval;

•

due execution, delivery and enforceability of the merger agreement;

•

required consents and approvals in connection with the merger agreement and performance thereof;

•

the absence of any conflict, violation or material alteration of any organizations documents, existing contracts or applicable laws to ZIM or its subsidiaries due to the performance of the merger agreement;

•

securities reports and filings in connection with the merger agreement and performance thereof;

•

ZIM’s and its subsidiaries’ financial statements;

•

ZIM’s and its subsidiaries’ internal controls and procedures;

•

the absence of undisclosed liabilities;

•

the absence of certain changes or events;

•

ZIM’s and its subsidiaries’ compliance with applicable laws;

•

ZIM’s and its subsidiaries’ possession of necessary permits;

•

employee benefit plans;

•

labor matters;

•

tax matters;

•

absence of litigation, orders;

•

intellectual property matters;

•

privacy, data protection, cybersecurity and artificial intelligence matters;

•

real property matters;

•

material contracts;

•

environmental matters;

•

insurance;

•

information supplied for SEC filings;

•

opinions of financial advisors;

•

anti-takeover laws;

•

related party transactions;

•

finders and brokers; and

•

ZIM’s vessels and maritime matters.

•

due organization, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

•

Parent’s and Merger Sub’s corporate authority to enter into to the merger agreement;

•

due execution, delivery and enforceability of the merger agreement;

•

required consents and approvals in connection with the merger agreement;

•

the absence of any conflict, violation or material alteration of any organizations documents, existing contracts or applicable laws due to the performance of the merger agreement;

•

compliance with applicable laws;

•

absence of litigation, orders;

•

financial capability;

•

share ownership;

•

information supplied;

•

Merger Sub activity; and

•

solvency.

(a)

solicit, initiate, engage in, knowingly encourage or knowingly facilitate any inquiry, proposal, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

(b)

furnish or cause to be furnished to any person or “group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an acquisition proposal;

(c)

enter into, continue or maintain discussions or negotiations with any person (other than Parent, Merger Sub or any other subsidiary of Parent) with respect to an inquiry or an acquisition proposal (other than informing persons of the non-solicitation provisions of the merger agreement);

(d)

approve, endorse, recommend, agree to or accept, or publicly propose to approve, endorse, recommend, agree to or accept, any acquisition proposal;

(e)

submit to a vote of its shareholders any acquisition proposal;

(f)

withdraw, amend, qualify or modify, in each case in a manner adverse to Parent in any material respect, the recommendation of the ZIM board to vote “for” the merger proposal, or fail to include such recommendation in this proxy statement;

(g)

if a tender offer or exchange offer that constitutes an acquisition proposal is commenced (other than by Parent, Merger Sub or any other subsidiary of Parent), fail to recommend against acceptance of such acquisition proposal within ten business days after the commencement thereof in any solicitation or recommendation statement filed or furnished with the SEC; or

(h)

enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument providing for an acquisition proposal.

•

the ZIM board may make a change of recommendation in response to an intervening event or if ZIM has received a superior proposal (after taking into account the terms of any revised offer by Parent) if the ZIM board has determined in good faith after consultation with ZIM’s outside legal counsel and financial advisors that the failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable law; or

•

the ZIM board may cause ZIM to terminate the merger agreement pursuant to the merger agreement in order to enter into a definitive written agreement providing for a superior proposal simultaneously with the termination of the merger agreement, provided that there has otherwise been no breach in any material respect of ZIM’s non-solicitation obligations that resulted in such superior proposal.

•

ZIM Shareholder Approval — The ZIM shareholder approval has been obtained;

•

Government Consents (including Special State Share Approval)— (i) All applicable filings, registrations, waiting periods (or extensions thereof) and approvals relating to the transactions under certain specified antitrust and foreign investment laws contemplated by the merger agreement shall have been made, expired, terminated or obtained, as the case may be, and remain in effect, and (ii) the Special State Share Approval shall have been obtained.

•

No Legal Prohibition — No governmental entity of competent jurisdiction has (i) enacted, issued or promulgated any law that is in effect as of immediately prior to the effective time or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the effective time, which, in each case, has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger; and

•

Statutory Waiting Period — At least 50 days have elapsed after the filing of the merger proposal with the Companies Registrar and at least 30 days have elapsed after the ZIM shareholder approval has been obtained.

•

Accuracy of Representations and Warranties — The representations and warranties of ZIM in the merger agreement being true and correct as of February 16, 2026 (the date of the merger agreement) and as of the closing as though made as of the closing (except for representations and warranties that by their terms speak specifically as of another date, in which case as of such date), subject to certain materiality qualifications;

•

Compliance with Covenants — Performance and compliance in all material respects by ZIM with the obligations, covenants and agreements required to be performed and complied with by it under the merger agreement at or prior to the closing;

•

No Material Adverse Effect — A company material adverse effect not having occurred on or after February 16, 2026 (the date of the merger agreement); and

	•	Officer Certificate —The receipt by Parent of a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of ZIM, certifying that the conditions set forth in the three bullet points immediately above have been satisfied; and
	•	No Government Proceedings — There not being any pending proceeding by any governmental entity of competent jurisdiction that would reasonably be expected to result in an order, injunction, decree, judgment or ruling imposing a burdensome condition and no governmental entity of competent jurisdiction having conditioned its approval or lack of objection to the consummation of the transactions on the undertaking of, or having issued or granted any order, injunction, decree, judgment or ruling imposing, a burdensome condition.

•

Accuracy of Representations and Warranties — The representations and warranties of Parent and Merger Sub in the merger agreement being true and correct as of February 16, 2026 (the date of the merger agreement) and as of the closing as though made as of the closing (except for representations and warranties that by their terms speak specifically as of another date, in which case as of such date), subject to certain materiality qualifications;

•

Compliance with Covenants — Performance and compliance in all material respects by Parent and Merger Sub with the obligations, covenants and agreements required to be performed and complied with by it under the merger agreement at or prior to the closing;

•

Officer Certificate — The receipt by ZIM of a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of Parent certifying that the conditions set forth in the two bullet points immediately above have been satisfied.

•

by mutual written consent of Parent and ZIM; or

•

by either Parent or ZIM, if:

o

any governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree, judgment or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement (provided that the right to terminate is not available to a party if the issuance of such legal restraint was caused by the failure of such party to perform any of its obligations under the merger agreement);

•

at any time prior to obtaining the ZIM shareholder approval, ZIM substantially concurrently enters into a definitive agreement providing for a superior proposal in accordance with the merger agreement (subject to ZIM’s compliance with its non-solicitation obligations and substantially concurrent payment of the ZIM termination fee); or

•

at any time before the closing, Parent or Merger Sub has breached, failed to perform or violated their respective obligations, covenants or agreements under the merger agreement, or any of the representations and warranties of Parent or Merger Sub in the merger agreement have been breached or become inaccurate, in either case in a manner that the closing conditions relating to Parent’s and Merger Sub’s representations and warranties or performance of obligations could not be satisfied as of the closing date, and such breach has not been cured within 60 days after written notice (provided that ZIM will not have the right to terminate if ZIM is then in material breach of any of its representations, warranties, covenants or agreements).

•

at any time prior to obtaining the ZIM shareholder approval, the ZIM board of directors has effected a change of recommendation; or

	•	a governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree, judgment or ruling permanently imposing a burdensome condition (provided that Parent will have used its reasonable best efforts to remove such legal restraints and prevent the imposition of such burdensome condition); or
	•	at any time before the closing, ZIM has breached, failed to perform or violated its obligations, covenants or agreements under the merger agreement, or any of the representations and warranties of ZIM in the merger agreement have been breached or become inaccurate, in either case in a manner that the closing conditions relating to ZIM’s representations and warranties, performance of obligations, or absence of a company material adverse effect could not be satisfied as of the closing date, and such breach has not been cured within 60 days after written notice (provided that Parent will not have the right to terminate if Parent is then in material breach of any of its representations, warranties, covenants or agreements).

•

(1) (a) Parent or ZIM terminates the merger agreement as a result of the closing having not occurred on or before the outside date or the ZIM shareholder approval having not been obtained, or (b) Parent terminates the merger agreement as a result of a breach, failure to perform or violation of the merger agreement by ZIM that (except for a breach of ZIM’s non-solicitation obligations under the merger agreement) first occurred following the making of an acquisition proposal of the type described below; (2) after February 16, 2026 (the date of the merger agreement) and prior to the date of the termination (or prior to the ZIM special general meeting in the case of a termination as a result of ZIM shareholder approval having not been obtained), a bona fide acquisition proposal has been publicly disclosed or otherwise made known to the ZIM board or management and in each case is not withdrawn (publicly, if publicly disclosed) at least three business days prior to the earlier of the date of the ZIM special general meeting, the date of such termination, or the date of the applicable breach; and (3) within eighteen months of such termination, an acquisition proposal is consummated or a definitive agreement is entered into with respect to an acquisition proposal that is subsequently consummated (provided that for purposes of this paragraph, all references in the definition of the term “acquisition proposal” to “20%” will be replaced with references to “50%”);

•

Parent terminates the merger agreement because the ZIM board has effected a change of recommendation; or

•

ZIM terminates the merger agreement in order to enter into a definitive agreement providing for a superior proposal.

•

base salary or hourly wage rate that is no less favorable than the base salary or hourly wage rate provided to such continuing employee immediately prior to the closing date;

•

short-term cash incentive compensation opportunities that are no less favorable than the short-term cash incentive compensation opportunities in effect for such continuing employee immediately prior to the closing date;

•

severance payments and benefits that are no less favorable than the severance payments and benefits in effect for such continuing employee immediately prior to the closing date; and

•

other compensation (including long-term incentive compensation opportunities), benefits and perquisites (excluding one-off awards, retention, change in control compensation, defined benefit pension or post-employment health, severance and welfare benefits) that, with respect to each continuing employee, are substantially comparable in the aggregate to such other compensation, benefits and perquisites provided to such continuing employee immediately prior to the closing date.

	•	Parent will use its reasonable best efforts, and will cause ZIM and its subsidiaries to use their reasonable best efforts, to cause each continuing employee to be immediately eligible to participate, without any waiting time, in any and all new plans providing health or welfare benefits; and
	•	for purposes of each new plan providing health or welfare benefits to any continuing employee during the plan year in which the closing date occurs, Parent will use its reasonable best efforts, and will cause ZIM and its subsidiaries to use their reasonable best efforts, to cause (x) all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such continuing employee and his or her covered dependents and (y) any eligible expenses incurred by any continuing employee and his or her covered dependents during the portion of the plan year during which the closing date occurs to be taken into account under such new plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan.

•

the provision of access to ZIM information as necessary in connection with integration planning;

•

submission of the merger proposal to the Companies Registrar, delivery of such merger proposal to ZIM’s secured creditors, publication of such merger proposal and certain other requirements under the Companies Law;

•

approval of the merger agreement and the transactions contemplated thereby by the sole shareholder of Merger Sub;

•

consultation and consent rights regarding any press releases or other public statements with respect to the merger agreement, the merger, or the other transactions contemplated by the merger agreement;

•

the delisting of ZIM ordinary shares;

•

eliminating any applicability of takeover laws;

•

Parent’s obligation to cause Merger Sub to perform its obligations under the merger agreement;

•

notice, cooperation and coordination relating to transaction-related litigation, if any;

•

resignations of ZIM directors;

•

tax rulings; and

•

monthly monitoring reports on cash and cash equivalents.

•

banks, insurance companies and other financial institutions;

•

real estate investment trusts and regulated investment companies;

•

traders in securities who elect to apply a mark‑to‑market method of accounting;

•

brokers, dealers or traders in securities;

•

tax‑exempt organizations or governmental organizations and instrumentalities;

•

dealers or brokers in securities or non-U.S. currency;

•

tax-qualified retirement plans;

•

corporations that accumulate earnings to avoid U.S. federal income tax (and investors therein);

•

persons whose functional currency is not the U.S. dollar;

•

U.S. expatriates and former citizens or long‑term residents of the United States;

•

persons who hold their ZIM ordinary shares as part of a straddle, hedging, constructive sale, synthetic security, conversion, constructive sale or other risk reduction transaction or integrated investment;

•

persons who purchase or sell their ZIM ordinary shares as part of a wash sale for tax purposes;

•

“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or other pass‑through entities (and investors therein);

•

persons liable for any alternative minimum tax;

•

persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement”;

•

persons who hold their ZIM ordinary shares through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside of the United States;

•

persons who own or have owned (directly, indirectly or through attribution) 5% or more of the voting power or value of ZIM ordinary shares; and

•

persons who received their ZIM ordinary shares pursuant to the exercise of employee stock options or other compensation arrangements.

•

a citizen or individual resident of the United States;

•

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

•

each person or entity known by ZIM to own beneficially 5% or more of the ZIM outstanding ordinary shares;

•

each of ZIM’s directors and executive officers individually; and

•

all of ZIM’s executive officers and directors as a group.

*	Less than 1%
(1)	For a description of the different voting rights held by the holder of the Special State Share, see “The State Share Approval” on page 75.

•

Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed on March 9, 2026; and

Sincerely,

Yair Seroussi

Chairman of the ZIM board

1.

Introduction This document sets forth the Compensation Policy for Officers and Directors (this "Compensation Policy" or "Policy") of ZIM Integrated Shipping Services Ltd. ("ZIM" or the "Company"), in accordance with the requirements of the Companies Law of 1999 (the "Companies Law").   Compensation is a key component of ZIM's overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance ZIM's value and otherwise assist ZIM to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of officers and directors to ZIM's goals and performance.   For purposes of this Policy, "Officers" shall have the meaning set forth to such term in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, ZIM's directors.   Each of the Officers may be engaged as an employee and/or as an independent service provider (including through a company controlled by him or her, against the issuance of a tax invoice to the Company), provided that if the Officer is engaged as an independent service provider the total amount paid to such Officer (including, but not limited to, value added tax) shall not exceed the maximum amounts that would have been paid to such Officer had he or she been engaged as an employee as specified in this Policy.   This Policy shall not apply to any subsidiaries of the Company except for an employee of a Company subsidiary who is also an Officer of the Company.   This Policy shall not derogate from any existing compensation arrangements of any of the Officers or Directors that were in effect prior to the date of adoption of this Policy. This Policy shall serve as ZIM's Compensation Policy for three (3) years, commencing on its approval by the Company's shareholders.   The Compensation Committee and the Board of Directors of ZIM (the "Compensation Committee" and the "Board", respectively) shall review and reassess this Policy from time to time, as required by the Companies Law.   Wherever reference is made to the required approvals in this Compensation Policy, such reference relates to the applicable law as of the date of approval of this Compensation Policy and in any case is subject to the provisions of sections 23 and 24 below.   Amounts determined in ILS were translated for convenience purposes to U.S. Dollar based on a rate of exchange of 1 U.S. Dollar equals to 3.27 ILS.   Changes of up to 5% from the maximal amounts set forth in this Compensation Policy shall not be regarded as a deviation from the provisions of this Compensation Policy.

2.

Objectives ZIM's objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute to ZIM's success and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented culture that is based on merit and rewards excellent performance in the long term, and embedding ZIM's core values as part of a motivated behavior. To that end, this Policy is designed, among others:

2.1.

To closely align the interests of the Officers with those of ZIM's shareholders in order to enhance shareholder value;

2.2.

To align a significant portion of the Officers' compensation with ZIM's short and long-term goals and performance;

2.3.

To provide the Officers with a structured compensation package, including competitive salaries, performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Officer an opportunity to advance in a growing organization;

2.4.

To strengthen the retention and the motivation of Officers in the long term;

2.5.

To provide appropriate awards in order to incentivize superior individual excellency and corporate performance; and

3.	Compensation Instruments Compensation instruments under this Policy may include the following:

3.1.

Base salary;

3.2.

Benefits;

3.3.

Cash bonuses;

3.4.

Equity-based compensation;

3.5.

Change of control terms; and

3.6.

Retirement and termination terms.

For purposes of this Compensation Policy: "Base Salary" shall mean gross salary, before contributions to social benefits; and "Employment Cost" shall mean any payment for employment, including contributions to social benefits, car and expenses of the use thereof, bonuses and any other benefit or payment.

4.	Overall Compensation - Ratio Between Fixed and Variable Compensation

4.1.

This Policy aims to balance the mix of "Fixed Compensation" (comprised primarily of base salary and benefits) and "Variable Compensation" (comprised primarily of cash bonuses and Equity-Based Compensation) in order to, among other things, appropriately incentivize Officers to meet ZIM's short and long-term goals while taking into consideration the Company's need to manage a variety of business risks.

4.2.

The value of the total variable compensation (i.e., annual bonus and equity-based compensation) of each Officer shall not exceed 90% of the value of the total compensation package of such Officer on an annual basis as determined by the Compensation Committee or the Board.

5.	Intra-Company Compensation Ratio

5.1.

In the process of drafting and updating this Policy, the Compensation Committee and the Board have examined the ratio between Employment Cost associated with the engagement of the Officers and directors, and the average and median Employment Cost associated with the engagement of ZIM's other employees (including contractor employees as defined in the Companies Law) (the "Ratio").

5.2.

The possible ramifications of the Ratio on the daily working environment in ZIM were examined and will continue to be examined by ZIM from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in ZIM.

6.	Base Salary

6.1.

A Base Salary provides stable compensation to Officers and allows ZIM to attract and retain competent executive talent and maintain a stable management team. The Base Salary varies among Officers, and is individually determined according to the educational background, prior vocational experience, qualifications, role at the company, business responsibilities and the past performance of each Officer.

6.2.

The monthly Base Salary shall not exceed the amounts specified below: CEO: ILS 240,000 (approximately $73,395) CFO: ILS 190,000 (approximately $58,104) COO: ILS 180,000 (approximately $55,056) Officers other than the CEO, CFO and COO: ILS 130,000 (approximately $39,755)   The Company may link the Base Salary of an Officer to the Israeli Consumer Price Index or to the exchange rate of any currency without it being considered a deviation from this Policy. In the latter case, the exchange rate of US dollar to ILS for determination of the compensation in U.S. Dollar shall be the representative rate of exchange determined by the Bank of Israel as of the date of approval of the compensation of the relevant Officer by the Board. The maximum monthly Base Salary set forth in this section is based on the Officer's full-time position. With respect to an Officer employed by the Company on a part-time basis, the maximum Base Salary shall be reduced proportionately, with the Compensation Committee and the Board having the authority to determine the scope of the position of the Officer and change it from time to time. The total annual cost of any Officer (not including variable compensation) shall not exceed an amount equal to 150% of 12 times the gross monthly salary of the said Officer.

6.3.

The Compensation Committee and the Board may periodically consider and approve Base Salary adjustments for Officers. The main considerations for Base Salary adjustment are similar to those used in initially determining the Base Salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends, or such other factors as determined by the Compensation Committee or the Board. The Compensation Committee and the Board shall also consider the previous and existing compensation arrangements of the Officer whose base salary is being considered for adjustment.

7.

Benefits

7.1.

The following benefits may be granted to the Officers in order, among other things, to comply with legal requirements:

7.1.1.

Vacation days in accordance with market practice, including redemption of vacation days;

7.1.2.

Sick leave in accordance with market practice;

7.1.3.

Convalescence pay according to applicable law;

7.1.4.

Monthly remuneration for a study fund, as allowed by applicable law and with reference to ZIM's practice and the practice in peer group companies (including contributions on bonus payments);

7.1.5.

ZIM may contribute on behalf of the Officer to an insurance policy, a pension fund or retirement fund, as allowed or required by applicable law and with reference to ZIM's policies and procedures and the practice in similar companies (including contributions on bonus payments); and

7.1.6.

ZIM shall contribute on behalf of the Officer towards work disability insurance and life insurance, as allowed or required by applicable law and with reference to ZIM's policies and procedures and the practice in similar companies (including contributions on bonus payments).

The above list is non-exclusive, and ZIM may grant its Officers other similar, comparable or customary benefits.

7.2.

ZIM may offer additional benefits to its Officers to the extent such benefits are reasonable or comparable to customary market practices, such as, but not limited to: company car, telecommunication and electronic devices, business related expenses, insurances and other benefits (such as newspaper subscriptions, academic and professional studies (including participation in those of children), periodic medical examinations, gifts on holidays and special occasions), etc., including tax gross-up for such benefits.

7.3.

ZIM may reimburse its Officers for reasonable work-related expenses incurred as part of their activities, including without limitations, meeting participation expenses, reimbursement of business travel, including a daily stipend when traveling and accommodation expenses. ZIM may provide advance payments to its Officers in connection with work-related expenses.

7.4.

Non-Israeli Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed. Such benefits shall be determined based on the methods described in Section 6.2 and 6.3 of this Policy (with the necessary changes and adjustments).

7.5.

In events of relocation or repatriation of an Officer to another geography, such Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in cost of living. Such benefits may include reimbursements, stipends or other payments for out-of-pocket one-time payments and other ongoing expenses, such as housing allowance, car allowance, home leave visit, tax equalization payments, travel expenses for family members and other similar costs.

8.	Cash Bonuses - The Objective

8.1.

Compensation in the form of an annual or other periodic cash bonus is an important element in aligning the Officers' compensation with ZIM's objectives and business goals. Therefore, ZIM's compensation philosophy reflects a pay-for-performance element, in which bonus payout eligibility and levels are generally determined based on actual financial or operational results, as well as individual performance.

8.2.

A cash bonus may be awarded to an Officer upon the attainment of pre-set periodic objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) at the beginning of each calendar or fiscal year or bonus period, or upon engagement, in case of newly-hired Officers, or upon establishment of a new bonus program, taking into account ZIM's short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to a cash bonus (all or any portion thereof) and the formula for calculating any such cash bonus payout. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in ZIM's business environment, a significant organizational change, a significant merger and acquisition events, or other similar events etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weights and the amount of bonus payouts (up to their entirety) during the applicable bonus period.

8.3.

In the event the employment of an Officer is terminated prior to the end of a bonus period, the Company may (but shall not be obligated to) pay such Officer a full cash bonus for the applicable period (based on achievement of bonus targets during such period) or a prorated one, or no bonus.

8.4.

The actual cash bonus with respect to a bonus period to be awarded to Officers shall be recommended by the CEO and approved by the Compensation Committee and the Board.

9.	Annual Cash Bonuses - The Formula Officers other than the CEO

9.1.

The annual cash bonus opportunity of ZIM's Officers, other than the chief executive officer (the "CEO"), will generally be based on performance objectives and a discretionary evaluation of the Officer's overall performance by the CEO and subject to minimum thresholds. The performance objectives will be determined by ZIM's CEO and approved by the Compensation Committee and the Board on or about the commencement of each calendar year (or upon engagement, in case of newly hired Officers or in special circumstances as determined by the Compensation Committee and the Board) on the basis of, but not limited to, Company, division and individual objectives. The performance objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall Company performance measures, which may be based on actual financial and operational results, such as (but not limited to) EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, EBIT margin compared to the industry, net income, operating income and cash flow and may further include, divisional or personal objectives which may include operational objectives, such as (but not limited to) cost per carried TEU,  income derived from engine growth, market share, initiation of new markets and operational efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as employee satisfaction, employee retention and employee training and leadership programs.

9.2.

In addition, a less significant portion of the annual cash bonus opportunity granted to an Officer, other than the CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the relevant Officer's overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria or such other criteria as determined by the Compensation Committee and the Board.

9.3.

The maximum annual cash bonus that an Officer, other than the CEO, will be entitled to receive for any given calendar year, will not exceed 11 monthly Base Salaries of such Officer.

9.4.

The annual cash bonus opportunity of ZIM's CEO will be mainly based on performance measurable objectives and subject to minimum thresholds as provided in Section 8.2 above. Such performance measurable objectives will be determined annually by the Compensation Committee and the Board on or about the commencement of each calendar year (or upon engagement, in case of newly hired CEO or in special circumstances as determined by Compensation Committee the Board). The performance measurable objectives (which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall Company performance measures, which may be based on, Company and personal objectives. Company objectives may include actual financial and operational results, such as (but not limited to) EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, EBIT margin compared to the industry, net income, operating income, cash flow or Company's annual operating plan and long-term plan.

9.5.

In addition, a less significant portion of the annual cash bonus opportunity granted to ZIM's CEO, and in any event not more than 25% of the annual cash bonus, may be based on a discretionary evaluation of the CEO's overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria or such other criteria as determined by the Compensation Committee and the Board.

9.6.

The maximum annual cash bonus that the CEO will be entitled to receive for any given calendar year, will not exceed 18 monthly Base Salaries of the CEO.

10.	Other Bonuses

10.1.

Special Bonus. ZIM may grant its Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under exceptional circumstances or special recognition in case of retirement) or as a retention award at the Compensation Committee's and Board's discretion), subject to any additional approval as may be required by the Companies Law (the "Special Bonus"). The Special Bonus will not exceed 5 monthly Base Salaries of such Officer.

10.2.

Signing Bonus. ZIM may grant a newly recruited Officer a signing bonus, at the Compensation Committee's and Board's discretion, subject to any additional approval as may be required by the Companies Law (the "Signing Bonus"). The Signing Bonus will not exceed 12 monthly Base Salaries of such Officer.

10.3.

Relocation/ Repatriation Bonus. ZIM may grant its Officers a special bonus in the event of relocation or repatriation of an Officer to another geography (the "Relocation Bonus"). The Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 6 monthly Base Salaries of such Officer.

10.4

Retention Bonus. In connection with a going private transaction, the Compensation Committee and Board of Directors may grant any Officer a bonus for retention purposes which shall not exceed 18 monthly Base Salaries of such Officer.

11.	Compensation Recovery ("Clawback") The Company has adopted a Clawback Policy intended to comply with the requirements of the Companies Law and Section 10D of the Securities Exchange Act of 1934, that shall apply to its Officers, as attached hereto as Exhibit A.

12.	The Objective

12.1.

The equity-based compensation for Officers is designed to enhance the alignment between the Officers' interests with the long-term interests of ZIM and its shareholders, and to strengthen the retention and the motivation of Officers in the long term. As equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

12.2.

The equity-based compensation offered by ZIM is intended to be in a form of share options and/or other equity-based awards, such as restricted stock unit awards or restricted share awards, in accordance with the Company's equity incentive plan in place as may be updated from time to time.

12.3.

All equity-based incentives granted to Officers shall be subject to vesting periods in order to promote long-term retention of the awarded Officers. Unless determined otherwise in a specific award agreement approved by the Compensation Committee and the Board (and in the case of the CEO – also by the Company's general meeting of shareholders), grants to Officers, shall vest gradually over a period of between one (1) to four (4) years. The Compensation Committee and Board shall have the discretion to shorten the vesting period under special circumstances (such as a grant that was delayed not as a result of the Officer's actions) provided that the vesting period shall not be less than one (1) year.

12.4.

The exercise price of options shall be determined in accordance with ZIM's policies, and in any event will not be less than the average closing price per a share of the Company on the stock exchange in which the Company's shares are principally traded over the thirty (30) day calendar period preceding the Board’s decision on the grant of the relevant option (excluding with respect to awards granted subject to the Company's initial public offering in which case the exercise price may be the price of the Company's share as determined in the pricing in the initial public offering).  Unless otherwise determined by the Company (subject to the approvals of the Compensation Committee and the Board, and with respect to the Company's CEO - also the Company's general meeting of shareholders), and subject to the provisions of any applicable law, the exercise price of restricted shares and restricted share units (RSUs) is zero. Awards may also be exercised by a method of "Cashless" exercise.

12.5.

Upon each grant of any equity incentive to directors and Officers Company, the total equity grants held by the Company's directors and Officers (including the proposed grant) shall not exceed 10% of the Company's share capital, all calculated on a fully diluted basis

12.6.

All other terms of the equity awards shall be in accordance with ZIM's equity incentive plans and other related practices and policies. Accordingly, the Compensation Committee and Board (and in the case of the CEO - also the Company's general meeting of shareholders, subject to applicable law as shall be from time to time) may extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any Officer's awards, including, without limitation, in connection with a corporate transaction involving a change of control, and may otherwise modify or amend outstanding awards in accordance with ZIM's equity incentive plans and other related practices and policies, subject to any additional approval as may be required by the Companies Law.

12.7.

Subject to any applicable law, ZIM may determine, at the discretion of the Compensation Committee and the Board (and with respect to the Company's CEO - also the Company's general meeting of shareholders, subject to applicable law as shall be from time to time), the tax regime under which equity-based compensation may be granted, including a tax regime which will maximize the benefit to the Officers.

13.	General Guidelines for the Grant of Awards

13.1.

The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the Officer, and such other criteria as determined by the Compensation Committee and the Board (and in the case of the CEO - also the Company's general meeting of shareholders).

13.2.

In determining the equity-based compensation granted to each Officer, the Compensation Committee and Board shall consider the factors specified in Section 13.1 above, and in any event the total annual fair market value of any equity-based compensation at the time of grant shall not exceed: (i) with respect to the CEO – 36 monthly Base Salaries of the CEO; and (ii) with respect to each of the other Officers - 12 monthly Base Salaries of the Officer.

13.3.

The fair market value of the equity-based compensation for the Officers shall be determined according to acceptable valuation practices at the time of grant by dividing the fair market value by the number vesting years.

13.4.

The Board considered the possibility of determining a ceiling for the exercise value of the equity-based compensation and decided, taking into account the purpose of the equity-based compensation, not to set such a ceiling in this Policy.

14.

Advanced Notice Period ZIM may (but is not obligated to, unless otherwise required by applicable law) provide an Officer, according to his/her seniority in the Company, his/her contribution to the Company's goals and achievements and the circumstances of retirement, a prior notice of termination (or equivalent value in cash and other severance benefits) of up to six (6) months during which the Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation.

15.

Adjustment Period ZIM may (but is not obligated to, unless otherwise required by applicable law) provide an additional adjustment period (or equivalent value in cash and other severance benefits) of up to twelve (12) months to the CEO, according to his/her seniority in the Company, his/her contribution to the Company's goals and achievements and the circumstances of retirement, during which the CEO may be entitled to all of the compensation elements, and to the continuation of vesting of the CEO's equity-based compensation.

16.

Additional Retirement and Termination Benefits ZIM may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable to customary market practices as well as increased severance pay to the CEO of up to 24 monthly Base Salaries.

18.	Exculpation ZIM may exculpate its directors and Officers in advance for all or any liability (including expense) imposed on them in connection with a breach of the duty of care vis-a-vis ZIM, to the fullest extent permitted by applicable law.

19.	Insurance and Indemnification

19.1.

ZIM may indemnify its directors and Officers to the fullest extent permitted by applicable law, for any liability (including expense) that may be imposed on the director or the Officer, as provided in the indemnity agreement between such individuals and ZIM.

19.2.

ZIM may provide its directors and Officers with directors' and officers' liability insurance (the "Standard Policies") and coverage for directors and Officers for non-indemnifiable losses (the "Side A Policies"), including as directors or officers of the Company's Subsidiaries, in Israel or overseas.

19.2.1.

The maximum coverage amount shall not exceed $200 million for each Standard Policy and $150 million for each Side A Policy.

19.2.2.

The purchase of each of the Standard Policies and the Side A Policies (including its extension or renewal) shall be approved by the Compensation Committee and the Board which shall determine that each of the Standard Policies and the Side A Policies reflect the current market conditions (at the time of purchase, extension or renewal, as the case may be), and it shall not materially affect the Company's profitability, assets or liabilities.

19.3.

Upon circumstances to be approved by the Compensation Committee and the Board, ZIM shall be entitled to purchase a "run off" Insurance Policy of up to seven (7) years, as follows:

19.3.1.

The coverage amount shall not exceed $200 million (for the Standard Policy or for the Side A Policy, or for a combination thereof); and

19.3.2.

The purchase of the "run-off" Insurance Policy (including its extension or renewal) shall be approved by the Compensation Committee and the Board which shall determine that the "run-off" Insurance Policy reflects the current market conditions and that it shall not materially affect the Company's profitability, assets or liabilities.

19.4.

ZIM may extend its Standard Policy and/or Side A Policy in place to include coverage for liability pursuant to a future public offering of securities, or purchase new policies (either standard policies or side A policies) for that purpose. Such extension or purchase shall be approved by the Compensation Committee and the Board which shall determine that the extension reflects the current market conditions, and it does not materially affect the Company's profitability, assets or liabilities.

20.	The following benefits may (but are not required to) be provided to the Officers following a "Change of Control" as shall be defined in the respective incentive plan or employment agreement:

20.1.

Up to 100% vesting acceleration of outstanding options or other equity-based awards;

20.2.

Extension of the exercising period of equity-based compensation for ZIM's Officers for a period of up to one (1) year in case of an Officer other than the CEO and two (2) years in case of the CEO, following the date of employment termination; and

21.	The following benefits may be provided to ZIM's Board members:

21.1.

All ZIM's Board members, excluding the chairperson of the Board, may be entitled to an annual cash fee retainer of up to $100,000 as well as payment per participation in meetings of the Board and its committees in a maximum amount of $2,000 per meeting, subject to value added tax to the extent applicable. The directors are also entitled to reimbursement for reasonable expenses incurred as part of their service as directors, including among other things, travel expenses, allowance for daily living expenses and air travel business expenses. The chairperson of ZIM's Board may be entitled to a monthly cash fee payment of up to ILS 200,000 (approximately $61,162) plus VAT, if applicable.

21.2.

The compensation of the Company's external directors, if elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time, including by way of a relative compensation within the meaning of such term under the aforesaid regulations.

21.3.

Notwithstanding the provisions of Sections 21.1 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director's compensation may be different than the compensation of all other directors and may be greater than the maximal amount allowed under Section 21.1 and in no event more than 150% of such amount.

21.4.

Each member of ZIM's Board may be granted equity-based compensation in a form of share options and/or other equity-based awards, such as restricted stock unit awards or restricted share awards, in accordance with the Company's equity incentive plan in place as may be updated from time to time. The terms of such grant will be in accordance with the provisions of Sections 12 and 13 above.

21.5

The total annual fair market value of any equity-based compensation at the time of grant shall not exceed $200,000 with respect to the Company's chairperson and $100,000 with respect to any other Board member.

21.6.

The fair market value of the equity-based compensation for members of the Board shall be determined according to acceptable valuation practices at the time of grant by dividing the fair market value by the number of vesting years.

21.7.

It is hereby clarified that the compensation (and limitations) stated under Section H will not apply to directors who serve as Officers.

22.

Nothing in this Policy shall be deemed to grant any of ZIM's Officers or employees or any third party any right or privilege in connection with their employment by the Company. Such rights and privileges shall be governed by the respective personal employment agreements. The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or part of it.

23.

In the event that new regulations or law amendment in connection with Officers' and directors' compensation will be enacted following the adoption of this Policy, ZIM may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.

24.	This Policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not permitted, nor should it be interpreted as limiting or derogating from the Company’s Articles of Association.

25.	This Policy shall be governed by the laws of the State of Israel, excluding its conflict of law rules, except with respect to matters that are subject to tax or labor laws in any specific jurisdiction, which shall be governed by the respective applicable law of such jurisdiction.
26.	This Policy shall be binding and enforceable against all directors and Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

2.

Recoupment of Erroneously Awarded Compensation.

8.

Miscellaneous.