{"url_path":"/sec/mb/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":990,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n19. EXHIBITS**\n\n \n\n**EXHIBIT\nINDEX**\n\n \n\n**Exhibit\nNumber**\n \n**Description\nof Exhibit**\n\n \n \n \n\n1.1\n \n[Memorandum and Articles of Association incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 11, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex3-1.htm)\n\n2.1\n \n[Description of Securities incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025.](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex2-1.htm)\n\n4.1\n \n[Cybersecurity Policy incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025.](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex4-1.htm)\n\n4.2\n \n[Amended Audit Committee Charter incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex4-2.htm)\n\n4.3\n \n[Compensation Committee Charter incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025.](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex4-3.htm)\n\n4.4\n \n[Nomination Committee Charter incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025.](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex4-4.htm)\n\n10.1\n \n[Facility\nletter dated June 23, 2022 between Nanyang Commercial Bank, Limited and Tak Moon Food Supplies Limited incorporated by reference\nto Exhibit 10.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-1.htm)\n\n10.2\n \n[Facility letter dated July 4, 2022 between Nanyang Commercial Bank, Limited and Able Force Limited incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-2.htm)\n\n10.3\n \n[Facility letter dated July 4, 2022 between Nanyang Commercial Bank, Limited and All You Can Eat Grill Limited incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-3.htm)\n\n10.4\n \n[Facility letter dated July 5, 2022 between Nanyang Commercial Bank, Limited and Master Beef Hotpot Limited incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-4.htm)\n\n10.5\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and All You Can Eat Hotpot Limited incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-5.htm)\n\n10.6\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and Amazing Hotpot Limited incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-6.htm)\n\n10.7\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and Luk Koon Limited incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-7.htm)\n\n10.8\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and People Mountain People Sea Hotpot Limited incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-8.htm)\n\n10.9\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and Taiwanese Barbecue Limited incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-9.htm)\n\n10.10\n \n[Facility letter dated July 7, 2022 between Nanyang Commercial Bank, Limited and Taiwanese Hotpot Limited incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex10-10.htm)\n\n10.11\n \n[Form of Directors Agreement incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 27, 2024.](https://www.sec.gov/Archives/edgar/data/2027265/000149315224048044/ex10-11.htm)\n\n10.12*\n\n \n\n[List of Subsidiaries](ex10-12.htm)\n\n10.13*\n \n[Director’s Agreement dated March 31, 2025 among the Company, House of Talent Limited and Oi Wai Chau, Executive Director.](ex10-13.htm)\n\n10.14*\n \n[Director’s Agreement dated March 31, 2025 among the Company, House of Talent Limited and Oi Yee Chau, Executive Director.](ex10-14.htm)\n\n10.15*\n \n[Director’s Agreement dated March 31, 2025 among the Company, House of Talent Limited and Tsz Kiu So, Executive Director.](ex10-15.htm)\n\n10.16*\n \n[Executive Employment Agreement dated March 31, 2025 among the Company, House of Talent Limited and Ka Chun Lam, Chief Executive Officer.](ex10-16.htm)\n\n10.17*\n \n[Executive Employment Agreement dated March 31, 2025 among the Company, House of Talent Limited and Shing Yan Lee, Chief Operating Officer.](ex10-17.htm)\n\n10.18*\n \n[Executive Employment Agreement dated March 31, 2025 among the Company, House of Talent Limited and Yin Yam Lam, Chief Financial Officer.](ex10-18.htm)\n\n11.1\n \n[Code of Ethics incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2024](https://www.sec.gov/Archives/edgar/data/2027265/000149315224044667/ex14.htm)\n\n11.2\n \n[Insider Trading Policy incorporated by reference to Exhibit 11.2 to the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025.](https://www.sec.gov/Archives/edgar/data/2027265/000164117225010685/ex11-2.htm)\n\n12.1*\n \n[Certification of Principal Executive Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex12-1.htm)\n\n12.2*\n \n[Certification of Principal Financial Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex12-2.htm)\n\n13.1*\n \n[Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-1.htm)\n\n13.2*\n \n[Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-2.htm)\n\n101.INS\n \nInline XBRL\nInstance Document\n\n101.SCH\n \nInline XBRL\nTaxonomy Extension Schema Document\n\n101.CAL\n \nInline XBRL\nTaxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n \nInline XBRL\nTaxonomy Definition Linkbase Document\n\n101.LAM\n \nInline XBRL\nTaxonomy Extension Label Linkbase\n\n101.PRE\n \nXBRL Taxonomy\nExtension Label Linkbase\n\n104\n \nCover Page\nInteractive Data File (the cover page iXBRL tags are embedded within the Inline XBRL\n\n \n\n*\nFiled herewith\n\n \n\n110\n\n \n\n \n\n**SIGNATURES**\n\n \n\nThe\nregistrant hereby certifies that it meets all of the requirements for filing Form 20-F and that it has duly caused and authorized the\nundersigned to sign this Annual Report on its behalf\n\n \n\nDated: May\n15, 2026\n*/s/\nKa Chun Lam*\n\n \nKa Chun Lam, Chief Executive\nOfficer (Principal Executive Officer)\n\n \n\nDated: May 15, 2026\n*/s/\nYin Yam Lam*\n\n \nYin Yam Lam, Chief Financial Officer (Principal Financial\nand Accounting Officer)\n\n \n\n111"}