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National Foods : 2022 AGM Notice – Marketscreener.com

NOTICE TO MEMBERS

NOTICE IS HEREBY GIVEN that the Fifty Third Annual General Meeting of National Foods Holdings Limited (the ‘Company’ or ‘National Foods’) is to be held at National Foods Limited, 10 Stirling Road, Workington, Harare on Monday, 12th December 2022 at 08.45 am, for the purpose of transacting the business below. Shareholders may either attend the meeting in person or virtually as per the instructions at the end of this notice.

Ordinary Business

Financial Statements

1. To receive, consider, approve and adopt the Financial Statements and Reports of the Directors, including in respect of Corporate Governance, and the Auditors for the financial year ended 30 June 2022.

Directorate

2. To re-elect Directors by individual resolutions in terms of section 201 of the Companies and Other Business Entities Act [Chapter 24:31].

To elect the following Director, Godfrey Gwainda, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.

Godfrey is currently the Group Finance Director and Chief Finance Officer for Innscor Africa Limited. He has been with the Group in various positions since 2001. He holds a Bachelor of Accountancy (Honours) from the University of Zimbabwe, a Bachelor of Accounting Science Honours Degree from the University of South Africa and an MBA with the Henley Business School at the University of Reading. He is a Chartered Accountant (Zimbabwe) and he registered as a Public Accountant in 2000.

To elect the following Director, Manojkumar ‘Manoj’ Bhikabhai Naran, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re- election.

Manoj is a Chartered Accountant with vast experience in the Milling as well as the broader FMCG sectors. He started his career as an Internal Auditor in 1995 and completed his Articles with Fisher Hoffman PKF in 2002. He has held various senior financial roles in the FMCG field over the past 15 years. Manoj joined Tiger Brands in April 2010 as Finance Director of Jungle and King Foods and later moved to the Milling Division where he was appointed Managing Director in January 2019. He was the Chairman of the Tiger Brands Medical Aid Scheme as well as the Chairman of Deli Foods (Nigeria) Audit Committee. He was also the Chairperson and a Director of the National Chamber of Milling in South Africa.

To approve the appointment of Mr Yokesh Maharaj who was appointed as Alternate Director of the company with effect from 17th February 2022, and who in terms of the Articles of Association of the company is required to retire from the Board at the Annual General Meeting and being eligible, offers himself for re-election.

Yokesh rejoined Tiger Brands as Chief Growth Officer – Grains from Mondelez where he was President for Sub-Saharan Africa. During his previous tenure at Tiger Brands, Yokesh was Chief Growth Officer for Exports, International and Consumer Brands. Yokesh has a long track record in the FMCG industry and broad experience in working across Africa. Prior to first joining Tiger Brands in 2018, Yokesh held the position of Managing Director, Africa at Distell Limited and spent 17 years at the South African Breweries (SAB). During his tenure at SAB, Yokesh held the positions of Executive Director, Sales and Distribution, Executive Director, HR as well as the President of SAB, post the AB InBev acquisition. He holds a BBA from the University of KZN and BTech from the Durban University of Technology.

Directors’ Fees

3. To approve Directors remuneration for the financial year ended 30 June 2022.

Auditors Fees and Appointment

4. To approve the fees of the Auditors for the financial year ended 30 June 2022.

Special Business

Approval of Share Buy Back

5. .To consider, and if deemed appropriate to pass with or without amendment, the following special resolution: – That the Company be authorised in advance, in terms of the Companies and Other Business Entities Act (Cap 24:31) – and the Zimbabwe Stock Exchange Listing Requirements, to purchase its own shares, upon such terms and conditions and in such amounts as the Directors of theCompany may from time to time determine, which terms and conditions and amounts are specified as follows:-

  1. This Authority shall:
    1. Expire on the date of the Company’s Next Annual General Meeting; and
    2. Be a renewable mandate; and
    3. Be subject to the requirements of the regulations of the Zimbabwe Stock Exchange; and
  1. Acquisitions shall be limited to the following class and aggregate maximum number of shares:
    1. Class of Shares: Ordinary
    2. Aggregate maximum number of shares to be purchased: 20%
      (twenty percent) of the total number of Ordinary Shares in issue in the financial year of the repurchase.
  1. The maximum and minimum prices respectively, at which such
    ordinary shares may be acquired will be the weighted average of the market price at which such ordinary shares are traded on the Zimbabwe Stock Exchange, as determined over the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the company; and
  2. the repurchases will not be made at a price greater than 5 percent
    above the weighted average of the market value for the securities for the five business days immediately preceding the date of the repurchase.
  3. A press announcement will be published as soon as the company
    has acquired ordinary shares constituting on a cumulative basis in the period between annual general meetings, 3% (three percent) of the number of ordinary shares in issue prior to the acquisition.
  4. If during the subsistence of this resolution, the Company is unable
    to declare and pay a cash dividend, then this resolution shall be of no force and effect.

(NOTE:In terms of this resolution, the Directors are seeking authority to allow use of the Company’s available cash resources to purchase its own shares in the market in terms of section 128 and 129 of the Companies Act and the regulations of the Companies and Other Business Entities Act (the Act) and the regulations of the Zimbabwe Stock Exchange. In terms of section 95(5) of the Act, these shares shall have the same status as treasury shares, that is to say, shares that have been authorised but not issued. The Directors will only exercise the authority if they believe that to do so would be in the best interests of shareholders generally. In exercising this authority, the Directors will duly take into account following such repurchase, the ability of the Company to be able to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities, and for the Company the adequacy of ordinary capital and reserves as well as working capital.)

Approval of Loans to Executive Directors

6. To resolve the following ordinary resolution, with or without amendments:

“That the Company be and is hereby authorised to make any loan to any Executive Director or to enter into any guarantee or provide any security in connection with a loan to such Executive Director for the purpose of enabling him to properly perform his duty as an officer of the Company as may be determined by the Remuneration Committee of the Board of Directors, provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of that Director.”

Any Other Business

7. To transact any other business competent to be dealt with at an Annual General Meeting.

Appointment of Proxy

8. In terms of the Companies and Other Business Entities Act (Cap 24:31),

a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. Proxy forms should be forwarded to reach the office of the Company Secretary at least 48 (forty-eight) hours before the commencement of the meeting.

NOTES:

Details of the Virtual AGM will be emailed by First Transfer Secretaries (Pvt) Ltd (‘FTS’) to all Shareholders. Shareholders are advised to update their contact details with the following contact:

First Transfer Secretaries (Private) Limited 1 Armagh Avenue

Eastlea, Harare

Telephone: +263 242 782869/72

Email: info@fts-net.com

Shareholders are invited to pre-register on the online portal that will be provided by FTS and submit their proxy forms at least 48 hours before the meeting. In order to ensure full consultations and shareholder participation, all queries/questions must be submitted to the Company and/or transfer secretaries at least 48 hours before the meeting. All submitted questions will be read out and answered during the meeting by the Chairman and the Directors.

By Order of The Board

Leigh Caroline Howes

Group Legal Counsel And Company Secretary

10 Stirling Road Workington Harare

18 November 2022

Directors: T. Moyo (Chairman), N. Doyle, G. Gwainda, J. Schonken, *M. Lashbrook (Managing), M. Naran, *L. Nyandoro (Finance),**Y. Maharaj, *Executive,**Alternate.

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Disclaimer

National Foods Holdings Ltd. published this content on 21 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2022 07:38:09 UTC.

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Biden: Willing to Talk to Putin About Ending War in Ukraine – VOA Zimbabwe

WHITE HOUSE AND WASHINGTON —

U.S. President Joe Biden raised the possibility Thursday of talks with Russian President Vladimir Putin to negotiate an end to Moscow’s war against Ukraine but said he had yet to see any willingness on Putin’s part to halt his 10-month invasion.

“I’m prepared to talk to Putin but only in consultation with NATO allies,” Biden said at a White House news conference after holding several hours of private talks with French President Emmanuel Macron about Ukraine and other issues. “I have no immediate plans to contact Mr. Putin. I’m not going to do it on my own.”

“There’s one way for this war to end, Putin to pull out of Ukraine,” Biden said. “It’s sick what he’s doing. If he’s looking for a way to end the war, he hasn’t done that.”

Macron said he was confident the U.S. would continue to support Ukraine with more military and humanitarian assistance.

“It’s about our values,” the French leader said. “Having the U.S. support Ukraine … is very important.”

Biden said the U.S. “will never ask Ukraine to compromise” to end the war without the consent of the Kyiv government.

Earlier, before their private discussions, Biden said as he welcomed Macron for the first state visit of a foreign leader during his presidency, “France and the United States are facing down Vladimir Putin’s ambition.”

“The alliance between our two nations remains essential for our defense,” Biden said. “The U.S. could not ask for a better partner than France.” He described France as “our oldest ally and unwavering partner in freedom’s cause.”

Macron, speaking on a sunny but chilly morning in Washington, said, “As war returns to European soil with Russian aggression against Ukraine, and in light of the multiple crises facing our nations and societies, we need to become brothers-in-arms once more.”

He said Washington and Paris “share the same faith in freedom and democratic values.”

While agreeing on their determination to support Ukraine, Macron expressed sharp concerns to Biden about the U.S. leader’s Inflation Reduction Act, or IRA, approved by Congress earlier this year that provides billions of dollars to support the U.S. clean energy industry, and a separate measure that bolsters U.S. semiconductor manufacturers.

Macron told congressional leaders Wednesday that the measure was “super aggressive” toward European companies.

“The consequence of the IRA is that you will perhaps fix your issue, but you will increase my problem,” he said, noting that France makes “exactly the same products as you.”

At the news conference, Biden said the legislation was “never intended to exclude” European trading partners. “We’re back in business,” he said of U.S. economic advances. “Europe is back in business.”

Macron said, “France wants the same new manufacturing jobs.”

Biden acknowledged that some aspects of the legislation might need to be tweaked, as he put it, and said he was confident that U.S. and European negotiators could work out differences so both the U.S. and European economies can prosper.

The pomp and circumstance of a White House state visit for a foreign leader was on full display, with Biden and first lady Jill Biden greeting Macron and his wife, Brigitte Macron, and then watching as a band in colonial uniforms played the national anthems of both countries. A 21-gun salute for Macron’s visit rang out.

The two leaders and their wives waved from the White House balcony before Biden and Macron went inside for substantive talks. A state dinner was planned for the evening.

The Bidens took the Macrons to Fiola Mare, an upscale Italian seafood restaurant overlooking the Potomac River, on Wednesday evening.

Some information for this report came from The Associated Press, Agence France-Presse and Reuters.

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Bid for more MICE events: ZTA – Zimbabwe Independent

ZIMBABWE Tourism Authority Chief Executive, Ms Winnie Muchanyuka has urged players in the tourism and hospitality players to collaborate with government in bidding for Meetings Incentives Conferences Exhibitions Tourism (MICE) events.

Muchanyuka was speaking at the 2022 edition of the Hospitality Association of Zimbabwe Congress which kicked off in Victoria Falls yesterday. 

“I would like to encourage the hospitality industry to continue working closely with the ZTA and other government arms to jointly formulate strategies to bid for more MICE business. We must find strategic ways to collaborate in our quest to promote Zimbabwe as a first choice MICE destination,” said Muchanyuka. 

“There is a lot of potential for us to create more MICE businesses locally. We just need to have a more collaborative approach as a sector. If you look at our statistics for this year, you will find out that MICE contributed quite significantly to the general recovery of the sector.

Muchanyuka said hoteliers have indicated that most of the MICE business was generated from the domestic market which was mostly constituted of government agencies, the corporate sector and nongovernmental organisations.

“MICE business continues to be the dominating force in generating room occupancies for hotels,” she said. 

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Zim traverses globe to reclaim tourism markets – NewsDay

THE battle to reclaim tourism markets have accelerated since governments eased Covid-19 pandemic restrictions this year. In an interview with our business reporter Freeman Makopa (FM) this week, Environment, Climate, Tourism and Hospitality Industry minister Mangaliso Ndlovu (MN) tells us the strides the country has made. Below are excerpts of the interview:

FM: What is the outlook for the tourism industry?

MN: Since the beginning of the year, global tourism has continued to exhibit signs of consistent recuperation from the adverse consequences of the Covid-19 pandemic. Current trends for Zimbabwe have shown recovery, which has been supported by the bouncing back of worldwide inbound travel and growth in domestic tourism.

FM: How has the industry performed this year?

MN: The first nine months of 2022 saw a 165% rise in tourist arrivals. Arrivals increased to 693 498 during the period, from 261 415 during the same period in 2021. This is more than double the number of international arrivals received during the first nine months of 2021.

FM: This means hotel room occupancies have also improved

MN: Yes, on average, occupancies for the first nine months of 2022 grew by 21 percentage points. Occupancies rose from 21% in 2021 to 42% in 2022. Overall, this performance has been reinforced by domestic tourism, which is dominant, contributing 95% of tourism business in 2022.

FM: How has Zimbabwe managed to drum up domestic tourism during this difficult period, economically?

MN: Like any other country, Zimbabwe is traversing through the recovery from the Covid-19 pandemic and the on-going war in Ukraine. These have affected global economies, travel and trade. Given this economic situation, the tourism sector is implementing the National Tourism Recovery and Growth Strategy (TRGS), which is driving the growth of tourism. This is mainly through campaigns to accelerate meetings, conferences and exhibitions (MICE) and domestic tourism. The ZimBho, MeetInZim and InvestInZim campaigns have stimulated domestic and business tourism.

FM: Please share the investment levels into the sector attributable to these campaigns

MN: These campaigns have contributed to tourism growth doubling for January to September 2022 as alluded to earlier. There have been investments totalling US$306,7 million during the period, from US$90,4 million. This was mostly invested into accommodation facilities and vehicle hire.

FM: How do you plan to sustain this growth trajectory?

MN: The tourism sector is guided by the National Development Strategy (NDS) 1, 2021 to 2025 and the TRGS. NDS1 agitates for the growth of the tourism sector through increased investment into diversified products, while TRGS seeks to grow the tourism economy to US$5 billion by 2025. The ministry has the following programmes in place, in its endeavour to achieve the NDS1 goals: product development and diversification, instituting ease of doing business reforms, climate proofing of the tourism sector and establishing a tourism satellite account.

FM: Tell us about the role of the private sector in these initiatives

MN: Zimbabwe’s tourism sector is government-led and private sector driven. The ministry and the private sector already have synergies to promote the country through bilateral agreements signed with other countries in the region and abroad. The ministry is currently implementing memoranda of understanding on cooperation in the field of tourism with South Africa, Zambia, Malawi, Rwanda and the Democratic Republic of Congo. These provide the public and private sectors the opportunity to jointly market and promote destinations, exchange of programmes for professional in the sector and joint collaboration of private sector associations. Government also supports private sector participation at international travel fairs through subsidising participation fees of operators. The ministry through the Zimbabwe Tourism Authority (ZTA), jointly with the private sector, participates annually at fairs such as World Travel Market in London, International Travel Bourse in Berlin, Germany and Indaba Travel Fair in Durban, South Africa. 

FM: What else is the government doing?

MN: Over and above the synergies, the ministry is establishing market presence in the country’s key tourism source markets. Two tourism attachés were deployed in August and September 2022 to China and the United Arab Emirates. An additional nine tourism attachés were recently appointed and are expected to be deployed in the first quarter of 2023 to Germany, France, the United Kingdom, the United States of America, India, South Africa, China and Japan. Physical presence in key source markets and the joint synergies with the private sector will aid government in promoting the destination internationally, attracting more tourists to the country.

FM: Tell us about financial support to the industry.

MN: The government of Zimbabwe has put in place several incentives to help the tourism sector. These include duty rebates on capital equipment for use in tourism development zones.  We also have SI 10 of 2022, which spells out rebate on duty for safari vehicles and tour buses and SI 279 of 2019, which spells out rebates in respect of new capital equipment for expansion, modernisation and renovation of hotels and restaurants within hotels.

The funding also supports boat equipment imports, among others. There are also tax breaks in tourism development zones and tax exemptions for investments into the Victoria Falls tourism special economic zone. 

FM: What are the developments on the electricity front, with regards to tourism?

MN: Electricity and water are already subsidised by the government. As a result, Zimbabwe has one of the cheapest utilities in the Sadc region in this respect. The government of Zimbabwe in 2018 launched the National Tourism Masterplan, which is an overarching guide to the development of tourism in Zimbabwe. The master plan identified potential tourism nuggets to grow new tourist attractions in Zimbabwe. The plan has identified 11 tourism development zones in Harare, Eastern Highlands, Chimanimani, Gonarezhou, Limpopo, Great Zimbabwe, Midlands, Bulawayo, Victoria Falls, Kariba and Mavhuradonha. Government has put in place incentives to support investments into special economic zones and tourism development zones that investors can take advantage of.

The national tourism policy agitates for an enabling environment to attract investment into the sector. It also uses tourism to attract foreign direct investment into the country. At the same time, the government will ensure the industry is protected from disinvestment through primary and secondary legislation.

FM: Are you happy with accessibility?        

MN: Accessibility is the backbone of the growth of tourism destinations. And air accessibility contributes significantly to the growth of regional and international tourist arrivals to any destination. Air Zimbabwe, therefore, plays a critical role in providing direct access to Zimbabwe from key source markets and an instrumental role in national identity. The airline connects Harare with local destinations such as Victoria Falls. To strengthen the role of Air Zimbabwe in connecting travellers, the government has allowed private sector players such as Fasjet and Kuva Air to fly from Harare to Bulawayo, Victoria Falls and Kariba. We are fully behind the capacitation of the airline and the massive investment in the expansion of the ports of entry.

FM: We have seen more airlines returning to this market. Please share with us what has been happening

MN: The cross-cutting role of infrastructure development, such as the expansion of airports has a huge impact on all sectors of the economy. Airport expansion will boost the country’s growth and transformation in trade and tourism as part of strides. Airport expansion, as seen with at Victoria Falls International Airport, will attract new aircrafts and airlines.

The expansion of Victoria Falls International Airport saw African airlines like Ethiopian Airlines, Air Botswana, Fastjet, Airlink and Kenya Airways increasing flight frequencies to the resort town.

It also attracted new airlines like Eurowings from Germany and Mack Air from Botswana.

This also increased the airport’s passenger handling capacity from 500 000 a year to about 1,5 million. 

Expansion will, therefore increase regional and international tourist arrivals into the country, tourism receipts and the sector’s contribution to gross domestic product as well as attainment of the US$ 5billion tourism sector by 2025.

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