UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _____________. OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________________ Commission file number: 001-39937 ZIM Integrated Shipping Services Ltd. (Exact name of Registrant as specified in its charter) State of Israel (Jurisdiction of incorporation or organization) 9 Andrei Sakharov Street P.O. Box 15067 Matam, Haifa 3190500, Israel (Address of principal executive offices) Noam Nativ EVP, General Counsel & Company Secretary 9 Andrei Sakharov Street P.O. Box 15067 Matam, Haifa 3190500, Israel [email protected] +972-4-8652170, +972-4-8652990 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Ordinary shares, no par value “ZIM” The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 10,000,000 as of December 31, 2020 (115,000,000 as of March 1, 2021) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated Filer x Emerging growth company ¨ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ¨ U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x ZIM INTEGRATED SHIPPING SERVICES LTD. TABLE OF CONTENTS Page INTRODUCTION AND USE OF CERTAIN TERMS 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 6 FORWARD-LOOKING STATEMENTS 7 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 A. Directors and senior management 8 B. Advisers 8 C. Auditors 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 A. Offer statistics 8 B. Method and expected timetable 8 ITEM 3. KEY INFORMATION 8 A. Selected financial data 8 B. Capitalization and indebtedness 12 C. Reasons for the offer and use of proceeds 13 D. Risk factors 13 ITEM 4. INFORMATION ON THE COMPANY 38 A. History and development of the company 38 B. Business Overview 38 C. Organizational structure 63 D. Property, plant and equipment 63 ITEM 4A. UNRESOLVED STAFF COMMENTS 63 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 64 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 85 A. Directors and senior management 85 B. Compensation 88 C. Board practices 89 D. Employees 96 E. Share ownership 97 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 98 A. Major shareholders 98 B. Related party transactions 100 C. Interests of Experts and Counsel 107 ITEM 8. FINANCIAL INFORMATION 107 A. Consolidated statements and other financial information 107 B. Significant changes 108 ITEM 9. THE OFFER AND LISTING 108 A. Offering and listing details 108 B. Plan of distribution 108 C. Markets 108 D. Selling shareholders 108 E. Dilution 108 F. Expenses of the issue 109 ITEM 10. ADDITIONAL INFORMATION 109 A. Share capital 109 B. Memorandum of association and bye-laws 109 C. Material contracts 109 D. Exchange controls 109 E. Taxation 109 F. Dividends and paying agents 113 G. Statement by experts 113 H. Documents on display 114 I. Subsidiary information 114 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 114 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 114 A. Debt securities 114 B. Warrants and rights 114 C. Other securities 114 D. American Depositary Shares 114 PART II 115 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 115 A. Defaults 115 B. Arrears and delinquencies 115 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 115 ITEM 15. CONTROLS AND PROCEDURES 115 A. Disclosure Controls and Procedures 115 B. Management’s Annual Report on Internal Control over Financial Reporting 115 C. Attestation Report of the Registered Public Accounting Firm 115 D. Changes in Internal Control over Financial Reporting 115 ITEM 16. RESERVED 116 ITEM 16A. Audit committee financial expert 116 ITEM 16B. Code of Conduct 116 ITEM 16C. Principal Accountant Fees and Services 116 ITEM 16D. Exemptions from the listing standards for audit committees 116 ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers 117 ITEM 16F. Change in registrant’s certifying accountant 117 ITEM 16G. Corporate governance 117 ITEM 16H. Mine safety disclosure 117 PART III 118 ITEM 17. Financial statements 118 ITEM 18. Financial statements 118 ITEM 19. Exhibits 118 Index to Consolidated Financial Statements F-1 INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this Annual Report using a number of conventions, which you should consider when reading the information contained herein. In this Annual Report, the “Company,” “we,” “us” and “our” shall refer to ZIM Integrated Shipping Services Ltd., or ZIM. The following are definitions of certain terms that are commonly used in the shipping industry and in this Annual Report. “alliance” An operational agreement among two or more container shipping companies that governs the sharing of a vessel’s capacity and related operational matters across multiple trades. “bareboat charter” A form of charter where the vessel owner supplies only the vessel, while the charterer is responsible for crewing the vessel, obtaining insurance on the vessel, the auxiliary vessel equipment, supplies, maintenance and the operation and management of the vessel, including all costs of operation. The charterer has possession and control of the vessel during a predetermined period and pays the vessel owner charter hire during that time. “bill of lading” A document issued by or on behalf of a carrier as evidence of a contract carriage and is usually considered as a document of title (transferable by endorsement) and as receipt by the carrier for the goods shipped and carried. The document contains information relating to the nature and quantity of goods, their apparent condition, the shipper, the consignee, the ports of loading and discharge, the name of the carrying vessel and terms and conditions of carriage. A house bill of lading is a document issued by a freight forwarder or non-vessel operating common carrier that acknowledges receipt of goods that are to be shipped and is issued once the goods have been received. “blank sailing” A scheduled sailing that has been cancelled by a carrier or shipping line resulting in a vessel skipping certain ports or the entire route.