Further Cautionary Announcement

Share Code: ZAMBEEF

FURTHER CAUTIONARY ANNOUNCEMENT

AND

EXTRAORDINARY GENERAL MEETING

RE: CONVERSION OF PREFERENCE SHARES

BII TO SEEK APPROVAL FROM INDEPENDENT SHAREHOLDERS TO WAIVE THEIR RIGHT TO PARTICIPATE IN A MANDATORY TAKEOVER OFFER THAT WOULD OTHERWISE ARISE PURSUANT TO A CONVERSION OF ITS PREFERENCE SHARES

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.

Issued in Lusaka, Zambia on 10 February 2026