National Foods Holdings Limited – VFEX Listing Circular

National Foods Holdings Limited (NTFD.zw) VFEX Listing Circular

CHAIRMAN’S STATEMENT

Dear Shareholder,

National Foods Holdings Limited (“National Foods” or “NFHL” or “the Company) is the country’s largest food manufacturer, producing a broad range of fast moving consumer goods as well as animal feed. The Company continues to invest in broadening its portfolio to maintain its position as the preferred supplier of branded FMCG and stockfeed products in Zimbabwe. NFHL intends to continue to pursue further opportunities to grow within its existing portfolio as well as enter new and complementary categories.

I am writing to you in my capacity as the Non-Executive, Independent Chairman of National Foods Holdings Limited, duly authorised by the Board, to support the De-Listing of National Foods Holdings Limited shares from the ZSE and the subsequent listing of the Company on the Victoria Falls Stock Exchange (“VFEX”).

The view of the National Foods Board is that migration of the company’s listing to the Victoria Falls Stock Exchange (“VFEX”) will provide many benefits to existing and future shareholders. In summary, the benefits of this move in our opinion are as follows:

• To boost National Food’s regional profile and commercial standing which will in time improve the entity’s regional expansion prospects.
• The Government’s increase in the retention ratio for exporters listed on the VFEX to 100% will enhance National Foods’ ability to settle its foreign currency liabilities and preserve value in an inflationary environment.
• Listing on the VFEX facilitates the raising of USD capital which in turn enhances the potential for National Foods to grow both organically and inorganically.
• The dispensation for foreign investors to repatriate proceeds from the disposal of shares is attractive to both existing and future investors.
• The VFEX provides favourable tax incentives for investors enabling the optimisation of returns. These include zero capital gains tax on VFEX resident and non-resident investors, and a 5% dividend withholding tax for foreign investors.
• The VFEX provides a third-party de-facto USD valuation of National Foods and reduces potential valuation volatility.
• Trading on the VFEX results in lower trading costs; in aggregate these amount to 2.12% compared to 4.63% on the Zimbabwe Stock Exchange.

For the above reasons the Board has recommended that National Foods Holdings Limited transfers its listing from the ZSE to the VFEX.

T. Moyo
Non-Executive, Independent Chairman
21 November 2022

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