Following the Notice of EGM and publication of Shareholder Circular on Tuesday, 10th February 2026, the Board of Directors of Zambeef Products PLC (‘’Zambeef’’) continued to receive questions from independent shareholders.
Given the above developments, the Board decided to update the Independent Shareholders Q&As placed on the Zambeef website with the questions raised at the meeting and those which were received before and after the meeting.
Shareholders are, further, encouraged to send questions to the following email address: [email protected].
The Board and Management remain committed to responding to all these matters.
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.
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.
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, 10th 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.
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.
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.
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.
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.
What is the strategic growth plan for the company? How will the company preserve the ESP value?
From 2016 until 2026 the company financial performance has been as follows:
2016: Revenue was ZMW 2.3 billion (USD219 million) growing to ZMW 8 billion in 2025 (USD303 million).
2016: EBITDA was ZMW 317 million (USD29 million) grew to ZMW ZMW 945 million (USD35 million)
2016: Net Operating Profit was ZMW 187 million (USD17 million) and grew to ZMW 640 million (USD24 million).
During the period from 2016 to 2025 the total Balance sheet size grew from ZMW 3 billion (USD279 million) to ZMW 10.2 billion (USD428 million).
Going into the future the company expects to grow and maximize shareholder value.
A shareholder explained that whilst he supported the conversion; on the other hand, he cautioned the Board to do the right thing and buy out the Minority shareholders by paying them out.
What benefits were to accrue to the minority shareholders?
BII responded by outlining the following:
Independent shareholders were to benefit from the transaction through the removal of the long-term balance sheet overhang
Simplified capital structure
Share price was likely to reset
Increase chances of dividend payout
Reduced the gap between market capitalization and enterprise value of the business.
What is the expected time frame for Management to complete the Divestiture of Non-core assets.
As highlighted in the last annual report of 2025; Zambeef reported that Chiawa farms remained open for disposal. This process of reviewing non-core assets will continue and ensure shareholder value maximization.
Conversion ratio increasing to 3.0833 new shares doubling to over 600 shares million. How will the Board plan to grow my earnings for my 95 shares held in Zambeef?
The Board remain committed to registering growth for the business. This is supported by the
growth performance recorded from 2016 until 2026. The company has demonstrated resilience over the years.
Despite the devastating impact of COVID-19 and drought; Zambeef was able to leverage from its horizontal integration and generated profits.
Further the Market Capitalization is significantly less than the Enterprise Value of the business.
We believe that if the conversion goes through; and hoping that the independent shareholders support the motion; the business is expected to register growth and open new possibilities for capital investment.
Zambeef is listed on both UK London Stock Exchange and Lusaka Securities Exchange - LuSE? What is the impact? Do we have another Preference shareholder other than BII? Further, will BII enable Zambeef to leverage from its global network? What is the experience of BII?
Zambeef is dual listed on London Stock Exchange – LSE and Lusaka Securities Exchange – LuSE.
This matter of conditional waiver was requested for by the local Securities Exchange Commission - SEC.
Other than the existing Preference shares held by BII; Zambeef do not have another Preference shareholder.
BII has extensive global network and sound experience in supporting of businesses such as Zambeef.
What is the company’s Debt profile? Is there additional debt beyond preference shares? What is the annual interest Zambeef to pay for the external debt?
As at 30 September 2025, Zambeef’ s net interest-bearing debt stood at approximately K2.1 billion (US$90.1 million). This comprised:
Current liabilities: K1.4 billion (US$56.5 million)
Long-term debt: K0.8 billion (US$33.6 million)
During the financial year, the total net interest paid on borrowings amounted to approximately K387.0 million (US$14.5 million).
In addition to these borrowings, the Company has convertible redeemable preference shares held by British International Investment Plc (BII). While these instruments have certain debt-like features, such as a compounding redemption value, they are classified as equity instruments because:
Zambeef does not have a contractual obligation to redeem them in cash; and
The Company has the option to settle the instrument through conversion into ordinary shares.
Accordingly, the preference shares are treated as equity rather than debt for accounting purposes
Why is BII not paying shareholders if it is gaining control?
The conversion is not a new acquisition of shares. It is the exercise of rights that were agreed and approved by Shareholders in 2016 when BII invested capital directly into the Company.
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.
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.
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
Why was there no warning about this proposal?
This process started in 2016 when BII invested in the company and further to which cautionary announcements have been issued every six weeks effective 16 September 2024.
The latest being on 23 December 2025 and 10 February 2026.
The cautionary announcements were issued in line with the Lusaka Securities Exchange (“LuSE”) Listings Requirements.
I am a new shareholder on the Lusaka stock market who is steadily growing my shares in Zambeef and I am very keen to grow. However, I would like to know what would be the pros and cons if I voted for or against the waiver of my right to participate in the mandatory takeover offer (MTO)?
The Board believes that the proposed conversion, and the waiver of the Mandatory Takeover Offer, MTO, are in the best interests of the Company and its Shareholders for the following key reasons:
Firstly, the conversion will simplify the Company’s capital structure by eliminating the Preference Shares, which are a complex instrument with an increasing financial burden, which the company was unlikely to redeem.
Secondly, the existence of the Preference Shares has created an overhang on the Company’s market valuation, and share price which the Board believes has negatively impacted investor confidence and the trading of the Company’s shares.
Thirdly, conversion will remove uncertainty regarding the future financial obligations associated with the Preference Shares, thereby strengthening the Company’s balance sheet and positioning it more favorably for future capital raising.
Fourthly, the conversion is expected to enhance the Company’s ability to declare and pay dividends over time, as the Preference Share structure will be eliminated.
Fifthly, the transaction enables the Company to move forward with greater clarity and flexibility in executing its long-term growth strategy.
And finally, to facilitate much-needed recapitalization, enabling Zambeef to pursue its growth strategy and strengthen its competitiveness.
What is the MTO Price?
There is no MTO price, as no cash was exchanged then in 2016 and no cash will be exchanged in 2026. This transaction is merely a conversion of preference shares at a pre-approved ratio.
Voting at the EGM
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.
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.
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.
What happens if the resolution is NOT passed (i.e., shareholders vote "Against")? Will BII go ahead with the conversion and therefore mandatory offer if the approval is not granted at the EGM.
If the Independent Shareholders do not approve the waiver by a simple majority (more than 50% of votes cast), the Conditional Waiver granted by the SEC will not take effect.
Consequently, if BII wishes to proceed with the Conversion of its Preference Shares, it would be required by the Takeovers and Mergers Rules to make a Mandatory Takeover Offer (MTO) to all other shareholders. This would trigger a lengthy, costly and complex MTO process.
Does the Vote on conversion require a waiver
No.
Shareholders are not Voting on the conversion. This is a separate transaction approved in 2016.
Independent shareholders will exercise their rights to participate or not to participate in the Mandatory Takeover – MTO.
If the resolution is passed, am I giving up my right to ever sell my shares to BII?
No.
You are waiving your right to participate in a mandatory offer triggered specifically by this Conversion. This does not prevent you from selling your shares on the open market through the LuSE at any time. It also does not prevent BII from making a voluntary offer to buy shares in the future, should it choose to do so.
Implications for investors
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.
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
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.
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.
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.
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.
Where can I find more information?
Full details are set out in the shareholder circular published on Tuesday, 10th 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/.
What is the independence of Director’s
BII remained satisfied with the quality and professionalism of the Board members.
The Directors were all carefully selected from diverse professional backgrounds and brought a wealth of knowledge to the board.
Zambeef remains listed on both Lusaka Securities Exchange – LuSE and London Stock Exchange – LSE.
This dual listing is important for maintaining strong compliance with sound Corporate Governance principles.
What is the De-Risking Plan? What are the Legal Borrowing limits
Zambeef maintains strict compliance with all lenders.
Periodical reviews of the compliance levels which also involves performance reviews on the Environmental, Social and Governance requirements are done.
Is there a Debt towards Zambeef which will be eliminated as a result of the conversion?
The only debt existing now and in relation to the conversion are the convertible
redeemable preference shares. Post the conversion, no Debt will exist on the balance sheet of the business in relation to the preference shares.
Post Conversion what commitments does BII have before off-loading their shares?
As a DFI, BII remain committed to maximizing sustainable investment into the business and ensuring long term socio-economic development of the business and country.
Is there a DEBT towards Zambeef which will be eliminated as a result of the conversion?
The only debt existing now and in relation to the conversion are the convertible
redeemable preference shares. Post the conversion, no Debt will exist on the balance sheet of the business in relation to the preference shares.
Post Conversion what commitments does BII have before off-loading their shares?
As a DFI, BII remain committed to maximizing sustainable investment into the business and ensuring long term socio-economic development of the business and country.
Given that BII will move to 59.29% ordinary shareholding; will there be good Corporate Governance practices?
Zambeef is dual listed on Lusaka Securities Exchange and London Stock Exchange and where strict compliance with Corporate Governance principles is the hallmark of the operations.
By voting for the conditional waiver; the shareholders will enhance the chances of Zambeef to remain listed and thereby strengthen the continued application of Corporate Governance within the business.
Given the absence of minority shareholder representation on the board; how will BII as majority shareholder satisfy itself that all shareholders were equally treated?
BII remained satisfied with the quality and composition of Board leadership and majority of whom were independent non-executive directors. This composition created an environment of professionalism and quality checks on the business.
Who are minority shareholders? What do you consider these to be.
Minority shareholders are those shareholders who are not majority shareholders and own less than 50% of the ordinary share capital of the business.
What was the plan for the redeeming the Preference shares?
In accordance with the Investment Agreement; BII had the right to convert all or part of its Preference Shares and Zambeef had the right to redeem the shares the period.
Zambeef had the right to redeem all or part of the Preference Shares as follows:
during the five years following Completion, such Redemption was not to result in BII (formerly) CDC's shareholding in the Company falling below the BII Core Holding; and
after the fifth anniversary of Completion and such Redemption would result in BII’s holding of Preference Shares falling below 70,000,000 Preference Shares, the Company was to redeem all of BII’s Preference Shares.
Zambeef was not able to redeem the preference shares, largely, due to the unexpected and devastating outbreak of COVID and the drought seasons.
Wanted to find out whether the BII Preference shares were cumulative? Any arrears of dividend payout.
Preference shares had a compounded interest of 12% per year and hence growing from US $65 million in 2016 to US $161 by January 2026. Zambeef has indicated lack of capacity to settle such a debt and hence the Board welcoming the option of conversion of preference shares. If BII preference shares were converted there will be no arrears for dividends.
Any conversation with BII to extend the preference shares agreement with Zambeef? Clarity, on total debt to Preference shares.
Given the unsettled preference shares over the period there are certainly an accrued debt. The conversion of the preference shares into ordinary shares will remove the responsibility of Zambeef to redeem the preference shares and target the financial resources to capacity expansion-based initiatives.
BII's voting rights will increase to 59.29%. Doesn't this give them total control? Could this be bad for minority shareholders?
While BII will still maintain a clear majority, the Board notes that BII's role is long-term in nature and development-focused.
Their objective is to support Zambeef’ s growth, and not to run it day-to-day. The remaining 40.71% shareholding by other shareholders is still a substantial.
Furthermore, the company remains subject to the full suite of Zambian regulations, the LuSE Listing Requirements, and corporate governance principles which are designed to protect the interests of all shareholders, including minorities.
BII has also publicly stated its commitment to maintaining Zambeef’ s listing, which requires adherence to these standards.
Minority shareholders representation on the Board appears lacking. Representation on the Board is important for minority shareholders to feel included. What is the Board
doing to be inclusive?
The Board took note of the submission from shareholders and encouraged them to make
available such requests to the Board through the Company Secretary. All such matters were to be considered following good Corporate Governance principles.
Are there other avenues of providing financing to the company and avoid the
Conversion is the best recommended option for the business to pursue.
It removes a long- term balance sheet overhang and simplifies the capital structure.
This in turn will likely reset the market share price and reflect real value of market capitalization compared to the Enterprise Value of the company.