EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

ZIM INTEGRATED SHIPPING SERVICES LTD.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD
ON WEDNESDAY, OCTOBER 4, 2023

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Eli Glickman and Noam Nativ, and each of them, as agent and proxy for the undersigned, with full power of substitution, to vote with respect to all of the Ordinary Shares of ZIM Integrated Shipping Services Ltd. (the "Company"), standing in the name of the undersigned at the close of business on Wednesday, September 6, 2023, at the Annual and Extraordinary General Meeting of Shareholders of the Company to be held at the Company's offices, 9, Andrei Sakharov Street, Haifa, Israel, on Wednesday, October 4, 2023, at 2:30 p.m. (Israel time) and at any and all adjournments thereof, with all power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as follows (the "Meeting").

A shareholder’s proxy card must be received by the Company no later than Wednesday, October 4, 2023 at 10:30 a.m. Israel time, otherwise it shall not be valid at the Meeting.

The proxies are authorized to vote in their discretion on such other matters as may properly come before the Meeting.

The shares represented by this proxy card will be voted in the manner directed.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE



VOTE BY MAIL
 
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Please mark your votes as in this example.

Proposal 1:

Election of nine (9) members to the Company’s Board of Directors.
 
Election of Yair Seroussi to the Company's Board of Directors.
          
  FOR AGAINST ABSTAIN
 

Election of Yair Caspi to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of Nir Epstein to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of Birger Johannes Meyer-Gloeckner to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 
      
Election of Yoav Moshe Sebba to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of William (Bill) Shaul to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of Liat Tennenholtz to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of Barak Cohen to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 

Election of Anita Odedra to the Company's Board of Directors.

  FOR AGAINST ABSTAIN
 


Proposal 2:

Re-appointment of Somekh Chaikin, an affiliate of KPMG International Cooperative, as the independent auditors of the Company for the period ending at the close of the next annual general meeting and to authorize the Board of Directors, following the recommendation of the Audit Committee, to determine their fees.

  FOR AGAINST ABSTAIN
 

Proposal 3:

Approval of an amendment to the Company's compensation policy with respect to the adoption of a new clawback policy intended to comply with the requirements of Section 10d-1 of the Securities Exchange Act of 1934 and the Companies Law, to take effect on December 1, 2023 (the effective date of the applicable NYSE listing rule).

  FOR AGAINST ABSTAIN
 
 
Do you have a personal interest in the approval of Proposal No. 3 or are you a controlling shareholder of the Company (please note: if you do not mark either Yes or No, your shares will not be voted for Proposal No. 3)?

☐ YES          ☐ NO

Proposal 4:

Approval of an Active Chairman Services Agreement of the Company with Mr. Yair Seroussi, subject to his re-election as a director of the Company.

  FOR AGAINST ABSTAIN
 
 
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
 
 
Dated: ___________, 2023


 
(Signature of Shareholder)


 
(Signature of Shareholder)

 
Please sign exactly as your name(s) appears on your share certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer.