Following the Notice of EGM and Publication of Shareholder Circular on Tuesday, 10^th February 2026, the questions and answers below are intended to help independent shareholders understand the proposals and the matters on which they are being asked to vote.

For further information, please contact: https://zambeefplc.com/market-announcements/

 

Background

1. Who is British International Investment (BII)?

BII is the UK’s development finance institution and impact investor. It makes long-term investments in African businesses to create jobs and to generate opportunities for millions of people across the continent.

BII has a strong track record of investing in Zambia. In total it has backed 25 companies, employing thousands of people. It has a longstanding commitment to Zambia’s economic development and capital market growth. Its support for Zambeef, its leadership, and strategic direction, demonstrates a confidence in the company’s vital role in Zambia’s agricultural sector and food security.

2. What was BII’s original $65m investment used for?

In 2016, BII invested $65 million into Zambeef. The investment was in Ordinary Shares and Preference Shares.

The $65 million BII investment was used by Zambeef to settle maturing obligations; refinance outstanding debt; strengthen the balance sheet; and expand the Company’s operations and distribution network. Ultimately, the investment directly enabled Zambeef’s growth and helped to consolidate its position as the largest integrated agri-business in Zambia.

Since then, operating profit has more than tripled from ZMW187.6 million in 2016 to ZMW640 million in 2025.

BII remains committed to supporting Zambeef’s continued growth and job creation across Zambia.

3. What am I being asked to vote on?

Independent Shareholders are being asked to vote on two ordinary resolutions, as set out in the shareholder Information Memorandum published on Tuesday, 10^th February 2026.

Both resolutions relate solely to shareholders waiving their rights to participate in a mandatory takeover offer (MTO) that would arise following the conversion of BII’s preference shares into ordinary shares (Conversion). The terms of the BII preference share conversion itself were approved by shareholders as part of BII’s original investment in 2016.

4. Why is a vote required?

Under Zambia’s Takeover Rules, an investor is normally required to make a takeover offer for the rest of the shares in the Company as soon as their voting rights exceed 35%.

Because a conversion of BII’s preference shares would cause BII’s shareholding to increase above the 35% threshold, a waiver on the requirement to launch a takeover offer is being sought by BII. The SEC has granted a conditional waiver to BII, on the condition that a simple majority of independent shareholders agree to waive their rights to participate in an MTO that would result from conversion of BII’s preference shares.

5. Why is BII pursuing the Conversion now?

The Conversion reflects the natural conclusion of the original investment structure as intended when it was approved by shareholders and the regulators in 2016.

BII has given the Company more than nine years to redeem the preference shares; however, as reported in the last annual report, the Company believes the likelihood of redeeming the preference shares in the medium term to be uncertain.

Such uncertainty has weighted on Zambeef’ s market value. Converting now would remove that overhang, simplifying the capital structure and supporting long-term value creation for all shareholders.

6. What is the difference between Ordinary Shares and Preference Shares?

In this context, preference shares have rights attached to them such as conversion rights for BII and redemption rights for Zambeef which therefore requires a different class of shares to ordinary shares.

7. What is the Board’s view?

The Zambeef Board of Directors believes the conversion, and BII’s MTO waiver, will deliver meaningful benefits to all shareholders. It will simplify the company’s capital structure, remove the preference share overhang that has weighed on Zambeef’s market capitalisation, and enhance Zambeef’s ability to raise fresh capital to fund future growth. The conversion will also remove a key consideration that has limited the company’s ability to consider dividend payments to shareholders.

The Board of Zambeef recommends that the independent shareholders vote in favour of the ordinary resolution to approve the waiver of their rights to participate in an MTO at the EGM on Wednesday, 11 March 2026.

 

Voting at the EGM

8. Do I need to attend the EGM to vote?

You do not need to attend the EGM in person in order to vote.

A proxy form is included in the Information Memorandum published and shared with shareholders on Tuesday, 10 February 2026, allowing you to appoint a proxy and submit your vote in advance. Instructions on how to complete and return the proxy form are set out in the Information Memorandum.

9. How do I vote?

Instructions on how to vote are included in the Information Memorandum. Shareholders are encouraged to read the Information Memorandum carefully before voting.

10. Why can’t shareholders vote on the Conversion itself?

The structure of the investment and Conversion has already been approved by shareholders, through a vote which took place when BII first invested in Zambeef in 2016.

As a result, Conversion does not require any further shareholder approval. The Conversion is based on a declared and pre-approved transparent ratio disclosed since 2016 at the commencement of the transaction, as set out in the Investment Agreement, a copy of which is available on Zambeef’ s website.

The shareholder vote relates only to the regulatory MTO requirement that would arise in the event of a Conversion.

11. Is the regulator supportive of this approach?

Yes, it is. Zambia’s Securities and Exchange Commission (SEC) has granted a conditional waiver of the MTO requirement, subject to independent shareholder approval of their right to participate in an MTO that would arise as a result of the Conversion.

 

Implications for investors

12. Will Zambeef’s shareholders be diluted as a result of the Conversion of BII’s Preference Shares to Ordinary Shares?

Yes, Zambeef’s shareholders will be diluted as a result of the conversion. This was part of BII’s Investment Agreement in 2016, which was approved by shareholders at the time of investment, and has been publicly available for investors to view on Zambeef’s website.

The conversion is likely to be positive for all investors. It will simplify and streamline the Company’s capital structure, and will remove the preference share overhang that is currently affecting Zambeef’s share price. The Board is fully supportive of the conversion.

13. What is the scale of the dilution for Zambeef’s investors as a result of the Conversion?

The Conversion will result in 609,090,742 ordinary shares being in issue. Shareholders can calculate their post-conversion shareholding percentage by dividing the total number of shares they currently own by the abovementioned new number of shares.

 

Operational and governance considerations

14. Why does the existence of the preference shares prevent the company from raising fresh capital?

The uncertainty associated with the terms of the preference shares is acting as a deterrent to external capital providers considering investing new capital into the business.

15. Will any shareholders receive payment as part of the Conversion?

No shareholder, including BII, will receive any payment as part of the conversion as no money will change hands during the process. No shareholder, including BII, will receive any payment as part of the Conversion as no money will change hands during the process. In addition, in 2016, all US$65m of BII’s investment went directly to the company and was not used to buy shares from any individual shareholders.

16. How will this impact Zambeef’s operations or employees?

There is no operational impact. Zambeef’s management, strategy, and employment structures remain unchanged. BII is already the largest shareholder in Zambeef and will remain the largest shareholder post-conversion. BII has indicated its continued support for Zambeef’s growth, employment creation, and operational stability.

17. Why can’t BII wait for Zambeef to repay the investment?

Zambeef has not been able to repay the preference shares at their redemption value, which currently exceeds US$160 million. The existing structure limits the Company’s ability to raise new capital, and conversion removes that constraint and supports future growth. The board has communicated to the market that redemption of the preference shares in the medium term is uncertain.

18. Where can I find more information?

Full details are set out in the shareholder circular published on Tuesday, 10^th February 2026, which explains the background to the Conversion and takeover waiver and the voting process. The link to the circular can be found here:    https://zambeefplc.com/market-announcements/.