1. |
On the Payment Date the Company will withhold 25% of the Dividend amount and will remit the tax amount to the Agent, to be handled by the Agent in accordance with the terms and conditions of the Ruling.
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2. |
The remaining 75% of the Dividend amount will be remitted by the Company to its transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), which will transfer the said amount to the
Shareholders (including through brokers who hold in brokerage accounts ZIM shares on behalf of Shareholders).
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3. |
A Shareholder who is a resident of a country with which Israel has a tax treaty (“Treaty State”) (based on a declaration to be provided by such Shareholder) and is the beneficial owner of the Dividend, as
well as a Shareholder who is a foreign (i.e., non-Israeli) resident of a country with which Israel does NOT have a tax treaty and is the beneficial owner of the Dividend, may apply to the Agent
requesting a Reduced Tax Withholding Rate. Such application must be received by the Agent between the Payment Date and January 5, 2023 ("Change of Rate Period").
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4. |
A Shareholder who declared that he or she is a resident of a Treaty State and is the beneficial owner of the Dividend may apply to the Agent during the Change of Rate Period only (subject to complying with
all the documentation requirements detailed below) requesting the receipt of the monetary difference between the tax amount remitted to the Agent (at a rate of 25%) and the amount represented by the withholding tax rate set forth in the tax
treaty between Israel and such Treaty State or by the limited withholding tax rate applicable to such dividend payment under the ITO, to the extent applicable.
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5. |
A Shareholder who did not declare that it, he or she is a resident of a Treaty State and is the beneficial owner of the Dividend, may apply to the Agent during the Change of Rate Period only (subject to
complying with all the documentation requirements detailed below) requesting the receipt of the monetary difference between the tax amount remitted to the Agent (at a rate of 25%) and the amount represented by the withholding tax rate
applicable to such dividend payment under the ITO or by the limited withholding tax rate applicable to such dividend payment under the ITO, to the extent applicable.
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6. |
Any Shareholder who claims to be entitled to a Reduced Tax Withholding
Rate in accordance with the foregoing, will be required to provide the Agent with all relevant documentation as detailed in the Ruling and attached as exhibits 99.2, 99.3 and 99.4 to the Company’s Current Report on form 6-K filed on
November 23, 2022 with the Securities and Exchange Commission (SEC) on no later than January 5, 2023 (the end of the Change of Rate Period), including but not limited to, bank account details to which the dividend payment should be
transferred, number of ZIM shares owned by the Shareholder in such account, identification document, and confirmation of residence issued by the taxing authority of the state of tax residence.
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7. |
In addition to the foregoing, the Shareholder will provide a written declaration in the form annexed to this announcement which will include declarations as to the following: (i) the Shareholder's tax
residence, (ii) the Shareholder's beneficial ownership of the dividend, (iii) the investment in ZIM shares has not been made through a permanent establishment in Israel, (iv) the holding of ZIM shares is made for the Shareholder's own account
and not for the account of others, and (v) the payment will not be made to a permanent establishment of the Shareholder outside of the Shareholder's tax residence.
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8. |
A non-Israeli corporate Shareholder (excluding a Shareholder covered by section 9 below) that requests a Reduced Tax Withholding Rate, will also need to provide the
Agent with its updated shareholders register as of November 30, 2022, and a statement confirming that more than 75% of its shareholders, directly or indirectly, are individuals of its state of residence.
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9. |
A publicly traded non-Israeli corporate Shareholder whose shares are traded on a stock market outside of Israel and is a resident of a Treaty State, or a direct or indirect subsidiary of such Shareholder,
will also provide the Agent with a declaration that it is a resident of such Treaty State or another non-Israeli state, as applicable.
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10. |
An Israeli corporate Shareholder which is entitled to a Reduced Tax Withholding Rate (including an exemption from withholding tax at source), will be able to apply to the Agent no later than January 5, 2023
(the end of the Change of Rate Period) and enclose an applicable valid ITA issued certificate setting forth a Reduced Tax Withholding Rate or an exemption from withholding tax. In addition, such Shareholder will enclose its certificate of
incorporation and all other documents required as set forth above, mutatis mutandis as requested by the Agent.
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11. |
The Agent is entitled to request from the Shareholders applying for a Reduced Tax Withholding Rate additional documents in its discretion insofar as they are required to establish the tax residence of the
Shareholder or its entitlement to exemption and/or to a Reduced Tax Withholding Rate.
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12. |
Notwithstanding the foregoing, no refund of excess tax withholding shall be affected by the Agent with respect to any Shareholder holding more than 5% of the issued share capital of the Company, or whose
entitlement to dividend from the Company pursuant to the Dividend exceeds $500,000, other than in accordance with a specific approval issued by the ITA.
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13. |
The transfer of the amounts withheld, excluding the amounts returned to the Shareholders, as aforementioned, shall be conducted by the Agent. Subject to receipt by the Agent of your required documentation,
the Agent will return the amounts withheld to the Shareholders as detailed above to the account at which the dividend payment was made within 30 days from the date the amounts withheld are paid to the ITA.
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14. |
The Ruling is aimed to address solely the issue of tax withholding procedures and should not be construed as setting the actual tax liability of any Shareholder with respect to the Dividend or otherwise.
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