ZAMBEEF PRODUCTS PLC

[Incorporated in the Republic of Zambia]

Company registration number: 31824

Share Code: ZAMBEEF

ISIN: ZM0000000201

Background

Further to the Cautionary Announcement dated 16 September 2024, and subsequent cautionary announcements on the same subject matter, the latest being on 23 December 2025, and in accordance with the Lusaka Securities Exchange ("LuSE") Listings Requirements, shareholders are reminded that in 2016 British International Investment plc ("BII"), formerly CDC Group Plc, acquired 52.6 million ordinary shares and 100,057,658 convertible redeemable preference shares ("Preference Shares") in Zambeef Products plc ("Zambeef" or the "Company").

The details of this transaction are as set out in the Company's announcement of 4 August 2016, via the Stock Exchange News Service ("SENS") of the LuSE, and in the Investment Agreement between BII and the Company, both of which can be found on the Company's website  (https://zambeefplc.com/).

The date of 16 September 2024 was the eighth anniversary of BII's investment in the Company. After this date, the conversion ratio applicable to a conversion of BII's Preference Shares increased from one new ordinary share per converted Preference Share to 3.0833 (recurring) new ordinary shares per converted Preference Share (the "Conversion").

Conditional Waiver from the Requirement to make a Mandatory Takeover Offer granted to BII by the SEC

Shareholders are hereby advised that BII submitted an application to the Securities and Exchange Commission of Zambia ("SEC") requesting a waiver from the requirement to make a mandatory offer ("MTO") pursuant to Rule 56 of The Securities (Takeovers and Mergers) Rules, 1993 (the "Takeovers and Mergers Rules").

A mandatory offer would be triggered in the event that BII converted its Preference Shares, thereby increasing its voting rights beyond the mandatory offer voting rights threshold of 35%. By a letter dated 29 September 2025, the SEC granted BII a conditional waiver from such requirement, on condition that BII obtains approval from the independent shareholders, by way of an ordinary resolution, to waive their rights to participate in the MTO that would otherwise arise pursuant to the Conversion.

BII has now formally informed the Board of Zambeef of its decision to seek the approval of the independent shareholders to waive their right to participate in an MTO that would otherwise arise pursuant to the Conversion. The Board considered the matter and will convene an Extraordinary General Meeting ("EGM").

While BII has not yet exercised its right to convert the Preference Shares under the Investment Agreement, doing so would convert its 100,057,658 Preference Shares into Ordinary Shares, and BII's voting rights in Zambeef would increase from 34.85% (17.50%) deriving from the Ordinary Shares and 17.35% deriving from the Preference Shares) to approximately 59.29%. Under the Takeover and Mergers Rules, this would trigger an MTO requirement unless a waiver is granted.

Under a mandatory offer, shareholders have the right to either sell their shares to BII or to retain their holdings in the Company.

Accordingly, the Company is required to issue to shareholders a notice of an EGM for the shareholders to consider the matter, and the notice of EGM, together with an information memorandum, will be available shortly.

For further information, please visit www.zambeefplc.com or contact the following:

Zambeef Products Plc

Faith Mukutu, Chief Executive Officer                                                                    Tel: +260 (0) 211 369003

Patrick Kalifungwa, Chief Financial Officer

Autus Securities Limited

(Sponsoring Broker)

Mataka Nkhoma (Sponsoring Broker)                                                                     Tel: +260 (0) 211 840 513

Cavendish Capital Markets Ltd (Nominated Adviser and Broker)

Ed Frisby/Isaac Hooper (Corporate Finance)                                                        Tel: +44 (0) 20 7220 0500

Tim Redfern (ECM)        

By order of the Board

Mwansa M Mutimushi

Company Secretary

Notes to Editors

Zambeef Products Plc is the largest integrated cold chain food products and agribusiness company in Zambia and one of the largest in the region, involved in the primary production, processing, distribution and retailing of beef, chicken, pork, milk, dairy products, fish, flour and stockfeed, throughout Zambia and the surrounding region, as well as Nigeria and Ghana.

It has 248 retail outlets throughout Zambia and West Africa.

The Company is one of the largest suppliers of beef in Zambia. Five beef abattoirs and three feedlots are located throughout Zambia, with a capacity to slaughter 230,000 cattle a year. It is also one of the largest chicken producers in Zambia, with a capacity of 12.5 million broilers and 31.2-million-day-old chicks a year. It is one of the largest piggeries, pig abattoirs and pork processing plants in Zambia, with a capacity to slaughter 102,000 pigs a year, while its dairy has a capacity of 140,000 litres per day.

The Group is also one of the largest cereal row cropping operations in Zambia, with approximately 7,254 hectares of row crops under irrigation, which are planted twice a year, and a further 7,943 hectares of rainfed/dry-land crops available for planting each year.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Issued in Lusaka, Zambia on 10 February 2026