Zambeef Shareholder Circular and Notice of EGM (LuSE)

Share Code: Zambeef; AIM Share Code: ZAM;

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF HOLDERS (“SHAREHOLDERS”) OF ORDINARY SHARES IN ZAMBEEF (“ORDINARY SHARES”)

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Zambeef will be held at the Taj Pamodzi Hotel, Church Road, Lusaka, at 10:00am (Zambian time), on Wednesday 8 April 2015.

Notice is also hereby given that a circular (the “Circular”) to Shareholders of Zambeef who were registered as Shareholders on 13 March 2015 (the “Record Date”) will be posted in line with the requirements of the Securities Act, Cap 354, of the laws of Zambia and the Lusaka Stock Exchange (“LuSE”) Listing Requirements. The Circular includes detailed information on the Disposal of Zamanita Limited and contains a Supplement regarding the Joint CEO Long Term Incentive Plan. Details of the action to be taken by Zambeef Shareholders are detailed in the Circular.

AGENDA

1. To read the Notice of the Meeting and confirm a quorum is present;
2. To consider the proposed Disposal and if deemed appropriate, pass the relevant resolutions to give effect to the Disposal.Being a Category 1 Transaction in terms of the LuSE Listing Requirements, approval is required for the Disposal from a simple majority of Zambeef shareholders.
3. To consider the proposed amendment of the Long Term Incentive Plan Scheme Rules.
4. To consider the proposed amendment of the Articles of the Company to allow for the Company to buy back its shares.
5. To consider the proposed implementation of the Joint CEO Long Term Incentive Plan.

VOTING AND PROXIES
A member is entitled to appoint one or more proxies to attend and speak and vote in his/her stead. A proxy need not be a member of the Company. The Company’s Articles of Association provide that instruments of proxy must be deposited at the registered office of the Company, Plot 4970, Manda Road, Industrial Area, P/B 17, Woodlands, Lusaka, Republic of Zambia, not less than 48 hours before the time appointed for the holding of the meeting.

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