1. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 11 of this Circular apply mutatis mutandis to this cover.

• • ACTION REQUIRED BY SHAREHOLDERS
• This entire Circular is important and should be read with particular attention to the section entitled “Action required by Shareholders”, which commences on page 6.
• If you are in any doubt as to what action to take, you should consult your Broker, banker, accountant, attorney, the Transfer Secretary or other professional advisor immediately.
• If you have disposed of all your ZCCM-IH Shares, please forward this Circular, the attached Form of Proxy but not any personalised Form of Election for the Odd-lot Offer to the purchaser to whom, or the Broker, the Transfer Secretary, banker, attorney, accountant or other agent through whom, the disposal was effected.
  • DISCLAIMER

ZCCM-IH does not accept any responsibility for, and accepts no liability in respect of, any failure, delay, loss, misdelivery, non-delivery or interruption in the postal service or any other delivery system used to distribute this Circular or any related documents to Shareholders to notify such Shareholder of the information set out in this Circular.

• • ZCCM INVESTMENTS HOLDINGS PLC

Incorporated in the Republic of Zambia

Registration number: 119540000771

Lusaka Securities Exchange share code: ZCCM

Euronext Access Paris share code: MLZAM

London Stock Exchange share code: ZCC

ISIN: ZM0000000037

(“ ZCCM-IH” or the “ Company”)

2. CIRCULAR TO ZCCM-IH SHAREHOLDERS

• • • Regarding:
• proposed amendments to the Articles of Association
• a proposed odd-lot offer by ZCCM-IH to repurchase from ZCCM-IH Shareholders holding fewer than 100 ZCCM-IH Shares, all such ZCCM-IH Shares at a 5% premium to the 90–day LuSE VWAP of a ZCCM-IH Share at the close of trading on the LuSE on or about Tuesday 08 December 2026 (“Odd-lot Offer”);
• a specific authority for ZCCM-IH to repurchase its own Shares for purposes of implementing the Odd-lot Offer; and
• the holding of repurchased ZCCM-IH shares as treasury shares following the completion of the Odd-lot Offer,
  • • and incorporating
• a Notice of General Meeting;
• a Form of Proxy for the General Meeting;
• a Virtual Meeting Guide; and
• a Registration Form.

DATE OF ISSUE: Tuesday 27 October 2026

This Circular is available in English only. Copies may be obtained during normal business hours from the registered office in Zambia of ZCCM-IH and from the offices of the Transaction Advisors and Sponsoring Broker and the Transfer Secretary, whose addresses are set out in the “Corporate Information and Advisors” section of this Circular from Friday, 23 October 2026 until the General Meeting (both days inclusive). A copy of this Circular will also be available on ZCCM-IH's website (www.zccm-ih.com.zm) from Friday, 30 October 2026.

1. LuSE DISCLAIMER

The LuSE's approval of this Circular should not be taken as any indication as to the merits of the Odd-lot Offer. The LuSE has not verified the accuracy and truth of the contents of the documentation submitted to it and therefore assumes no responsibility for the correctness of any of the statements or opinions made in the Circular.

2. DISCLOSURE OF INFORMATION

In accordance with section 4.10 of the LuSE Listings Requirements, certain information provided for in section 4.2 of the LuSE Listings Requirements has been omitted from this Circular as it is already in the public domain through previously published documents or it is not applicable to the subject of this Circular.

The aforementioned omitted information is also available for inspection at the registered office in Zambia of ZCCM-IH, or electronically by request, by emailing the Company Secretary at investor@zccm-ih.com.zm, during normal business hours from the date of issue of the Circular, until the General Meeting.

3. DISCLOSURE OF INTERESTS

As indicated in this Circular, SBZ and Bowsprit Partners fulfil the function of Transaction Advisors. It is the opinion of SBZ and Bowsprit Partners that their performance as Transaction Advisors does not represent a conflict of interest for them, impair their independence from the Company or impair their objectivity in their professional dealings with the Company as the Company's Advisors.

4. IMPORTANT LEGAL AND REGULATORY NOTICES

The Odd-lot Offer is not being made, directly or indirectly, in the United States [or any other Restricted Jurisdiction] and neither this Circular nor the accompanying Form of Election may be distributed or sent in or into or from the United States [or any other Restricted Jurisdiction] and doing so may render invalid any purported tender. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this Circular and/or the accompanying Form of Election should inform themselves about, and observe, any applicable legal or regulatory requirements.

This Circular does not constitute a prospectus and has not been, and is not required to be, drawn up in accordance with the Public Offers and Admissions to Trading Regulations 2024 (UK) nor has it been approved by the UK Financial Conduct Authority (“FCA”) or any other competent authority.

None of the Company, its directors, officers, employees or advisers or their respective affiliates makes any recommendation to any Shareholder whether to accept or reject the Odd-lot Offer and none of them has authorised any person to make any such recommendation. The contents of this Circular are not to be construed as legal, business or tax advice. Shareholders are urged to evaluate carefully all information in this Circular and the Form of Election, consult their own investment and tax advisers and make their own decisions as to whether to sell Shares pursuant to the Odd-lot Offer.

Bowsprit Partners Limited, which is regulated in the United Kingdom by the FCA, is acting exclusively for the Company as Transaction Advisor and no one else in connection with the Odd-lot Offer and none of Bowsprit, nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than the Company for providing the protections afforded to clients of Bowsprit, nor for providing advice in relation to any matter in this Circular. Neither Bowsprit nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with, or from the use of, this Circular or the contents of this Circular or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.

3. CORPORATE INFORMATION AND ADVISORS

4. TABLE OF CONTENTS

WHAT THE ODD-LOT OFFER MEANS FOR ZCCM-IH AND ODD LOT HOLDERS

ZCCM-IH Shareholders are referred to the cautionary announcement published on SENS and in the UK via RIS on Friday 10 July 2026 advising Shareholders of the Company's intention to undertake a listing optimization process. A second announcement was issued on Friday 04 September 2026 providing background information on the listing optimization process, its rationale and the use and application of an Odd-lot Offer. A further detailed announcement was published on SENS on Friday 23 October 2026, confirming the Company's decision to implement an Odd-lot Offer of its ZCCM-IH Shares in accordance with the timelines contained in the announcement and on the terms and conditions set out in that announcement and this Circular.

If you own fewer than 100 Shares on Friday, 18 December 2026 (6.00 pm UK Time) you are an Odd-lot Holder.

ZCCM-IH has decided to proceed with the implementation of the Odd-lot Offer to repurchase Odd-lot Holdings from Odd-lot Holders at a 5% premium to the 90-day VWAP of a ZCCM-IH Share as at the close of business on Tuesday, 08 December 2026, subject to approval of the Shareholders.

An Odd-lot Offer is a corporate action permitted under the LuSE Listing Rules and, subject to shareholder approval of the relevant amendments and their taking effect, the Company's Articles. It enables the Company to reduce the administrative burden and costs associated with maintaining a large shareholder base, while providing eligible Shareholders with an opportunity to dispose of their shares at a premium to the prevailing market price in a cost-effective manner.

The Odd-lot Offer provides Odd-lot Holders with an efficient mechanism to realise value from their shares and obtain liquidity.

Odd-lot Holders who elect to sell their Shares, or who do not make an election, will have their Odd-lot Holdings acquired by ZCCM-IH. Conversely, those who wish to remain shareholders must elect to retain their Odd-lot Holdings.

For ZCCM-IH, the Odd-lot Offer is expected to simplify the administration of its share register and reduce the costs associated with servicing a large number of shareholders, while ensuring that affected shareholders are treated fairly and provided with a convenient liquidity opportunity. Odd-lot Holders can however elect to retain their shareholding in the Company.

For ZCCM-IH to implement the Odd-lot Offer, the Directors are seeking approval from Shareholders to implement the Odd-lot Offer, and are therefore convening the General Meeting, to be held as a hybrid meeting on Wednesday, 18 November 2026 at 10:00 am (GMT), at which all Shareholders will be entitled to consider and, if deemed fit, pass, with or without modification, the Resolutions required to implement the amendments to the Articles and the Odd-lot Offer. The Odd-lot Offer is conditional on the Resolutions being approved by Shareholders at the General Meeting and the relevant amendments to the Articles taking effect.

References in this Circular to the hybrid meeting and Shareholders attending the General Meeting mean attendance:

• in person at Mulungushi International Conference Centre (MICC), KK Wing, Banquet Hall 1, Lusaka;

• online at the eAGM link: https://shareportal.corpservezambia.com.zm/

Please refer to the guide on the eAGM link: https://shareportal.corpservezambia.com.zm/ for more information on how to attend and participate in the General Meeting.

Following the approval of the Resolutions being considered at the General Meeting, the Odd-lot Offer will open and if you are an Odd-lot Holder you must decide to either:

• sell your Odd-lot Holding to ZCCM-IH at the Offer Price; or

• retain your Odd-lot Holding.

If you wish to retain your Odd-lot Holding, you must specifically make an election to do so. Those Odd-lot Holders who do not make an election to retain their Odd-lot Holding will automatically be regarded as having accepted the Odd-lot Offer in respect of their entire Odd-lot Holding on the Odd-lot Record Date and shall be deemed to have agreed to dispose of their ZCCM-IH Shares to ZCCM-IH and receive the Cash Consideration.

ACTION REQUIRED TO BE TAKEN BY ZCCM-IH SHAREHOLDERS

AT THE EXTRAORDINARY GENERAL MEETING

The definitions and interpretations commencing on page 11 of this Circular apply to this section headed “Action required to be taken by ZCCM-IH Shareholders at the General Meeting ”.

This Circular is important and requires your immediate attention. The action you need to take is set out below. If you are in any doubt as to what action to take, please consult the Transfer Secretary or your Broker, banker, lawyer, accountant or other professional advisor immediately. If you have disposed of all of your ZCCM-IH Shares, this Circular, the attached Form of Proxy but not any accompanying personalised Form of Election for the Odd-lot Offer should be handed to the purchaser or the Broker through whom the disposal was effected.

Shareholders are invited to attend the Extraordinary General Meeting- convened in terms of the Notice of Extraordinary General Meeting, which will be accessible through electronic participation, or in person, as permitted by the provisions of the Companies Act and the LuSE Listing Rules at 10:00 am (GMT) on Wednesday, 18 November 2026 or at any other adjourned or postponed time determined in accordance with the provisions of the Companies Act and the LuSE Listing Rules, at which Extraordinary General Meeting Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the Resolutions set out in the Notice of General Meeting.

Shareholders are to connect to the General Meeting utilizing the details set out in the “Electronic attendance and participation” section below.

• • ACTION REQUIRED BY SHAREHOLDERS REGARDING THE GENERAL MEETING

1. ELECTRONIC ATTENDANCE AND PARTICIPATION
   1. Connecting to the General Meeting electronically
      1. The General Meeting will be held at 10:00am on Wednesday 18 November 2026. The Transfer Secretary (“CORPSERVE”) will host the General Meeting on an interactive electronic platform, in order to facilitate electronic participation and voting by Shareholders.
      2. In order to attend the General Meeting and participate electronically, Shareholders must register with CORPSERVE by either:
         1. submitting the completed Registration Form (the form of which is attached to the Notice of General Meeting), to CORPSERVE at info@corpservezambia.com.zm by no later than 10:00 am (GMT) on Tuesday 17 November 2026, for administrative purposes; or
         2. delivering the completed Registration Form (the form of which is attached to the Notice of General Meeting), to CORPSERVE at No 6 Mwaleshi Road, Olympia Park, Lusaka, Zambia so as to be received by CORPSERVE by no later than 10:00 am on Tuesday, 17 November 2026, for administrative purposes, in order for CORPSERVE to arrange such participation for the Shareholder and for CORPSERVE to provide the Shareholder with the details as to how to access the General Meeting by means of electronic participation.
      3. Shareholders may still register/apply to participate in and/or vote electronically at the General Meeting after this date by submitting the completed Registration Form to CORPSERVE at info@corpservezambia.com.zm or register electronically through the eAGM link: https://shareportal.corpservezambia.com.zm/ provided, however, that for those Shareholders to participate in and/or vote electronically at the General Meeting those Shareholders must be verified and registered before the commencement of the General Meeting.
      4. Each Shareholder, who has registered in accordance with paragraph 1.1.2, will, following successful verification, be provided with a unique access link or token by email or SMS to allow them to participate in the General Meeting electronically. The Shareholder's unique access credentials and voting link will be forwarded to the email/mobile number provided in the Registration Form or as provided on the online eAGM Platform. Shareholders are referred to the “Virtual Meeting Guide” attached to the Notice of General Meeting for further instructions for electronic participation.
      5. Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the General Meeting. Any such charges will not be for the account of ZCCM-IH and/or CORPSERVE. Shareholders acknowledge that the telecommunication lines/webcast/web-streaming are provided by a third party and indemnify ZCCM-IH, CORPSERVE (virtual platform service provider) and/or its third party service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not the problem is caused by any act or omission on the part of the Shareholder or anyone else. In particular, but not exclusively, Shareholders acknowledge that they will have no claim against ZCCM-IH, the CORPSERVE and/or its third party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/webcast/web-streaming or any defect in it or from total or partial failure of the telecommunication lines/ webcast/web-streaming and connections linking the telecommunication lines/webcast/web-streaming to the General Meeting.
   2. Electronic voting at the General Meeting
      1. Shareholders connecting to the General Meeting electronically will be able to participate in the General Meeting and to vote (or abstain from voting) on the Resolutions set out in the Notice of General Meeting. Voting will be conducted by poll, and Shareholders will be able to cast their votes electronically at the General Meeting.
      2. Despite being able to raise questions at the General Meeting, Shareholders are encouraged to submit any relevant questions to ZCCM-IH's Company Secretary prior to the General Meeting, preferably by no later than 10:00 am (GMT) on Tuesday 17 November 2026, at corporate@zccm-ih.com.zm. These questions will be addressed at the General Meeting.
2. IDENTIFICATION
   1. All General Meeting participants attending the General Meeting by electronic communication will be required to register in advance through the eAGM Platform.
   2. Upon receiving the Registration Form or details through the online eAGM Platform, CORPSERVE will verify the identity and entitlement of each Shareholder, proxy or duly authorised representative seeking to participate in or vote at the General Meeting against the Company's register of members and, where relevant, the proxy or corporate authorisation submitted in respect of that person. CORPSERVE will request certain particulars from Shareholders when receiving the Registration Form for purposes of carrying out that verification, and the following information and documentation may be required, subject to confirmation by CORPSERVE of its verification requirements:
      1. if the Shareholder is an individual, the Shareholder's identification details are sufficient to enable CORPSERVE to verify the Shareholder against the Company's register of members;
      2. if the Shareholder is not an individual, a certified copy of a resolution of its board of directors or other governing body authorising the person who will represent the Shareholder at the General Meeting, as contemplated in section 72 of the Companies Act, or where applicable, a duly authorised power of attorney, together with the identification details of that authorised representative;
      3. if a person is attending as a proxy for a Shareholder, the duly completed instrument of proxy appointing that person in accordance with section 71 of the Companies Act;
      4. a valid email address and/or mobile number to which the credentials for access to the eAGM Platform may be sent.
   3. CORPSERVE will verify that a person seeking to participate in or vote at the General Meeting is entitled to do so as a Shareholder, proxy or duly authorised representative of a Shareholder before issuing that person with the credentials required to access the eAGM Platform.
3. DEMATERIALISED SHAREHOLDERS (WITHOUT “OWN-NAME” REGISTRATION)
   1. Voting at the General Meeting
      1. If you do not wish to, or are unable to, attend the General Meeting, it is advisable for you to contact your Broker or Custodian and provide voting instructions in accordance with the applicable custody agreement.
      2. If your Broker or Custodian does not obtain voting instructions from you, your vote will not be reflected in the final count of votes.
   2. Attendance and representation at the General Meeting
      1.  You must advise the Transfer Secretary if you wish to:
         1. participate electronically, speak and vote at the General Meeting; or
         2. appoint a proxy to represent you physically or electronically at the General Meeting.
      2. If you wish to participate electronically in the General Meeting, you must register with CORPSERVE by following the procedure set out in paragraph 1 above and submit the letter of representation to CORPSERVE, as follows:
         1. participants registering to participate in the General Meeting by submitting the completed Registration Form (the form of which is attached to the Notice of General Meeting), by registering through https://shareportal.corpservezambia.com.zm/ or by sending an email to info@corpservezambia.com.zm; or
         2. Proxy participants registering to participate in the General Meeting will be required to deliver the completed Proxy Form (the form of which is attached to the Notice of General Meeting) to CORPSERVE at No 6 Mwaleshi Road, Olympia Park, Lusaka, Zambia.
      3. You must also connect to the General Meeting electronically, as explained in paragraph 1 above.
4. CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION
   1. You may attend, speak and vote at the General Meeting electronically or in person (or, if you are a company or other body corporate, be represented by a duly authorised natural person). Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy in accordance with its instructions and returning it to the Transfer Secretary at the address set out in that form, to be received, for administrative purposes, by no later than 5:00 pm (GMT) on Monday, 16 November 2026, provided that any Form of Proxy not delivered to the Transfer Secretary by this time may be emailed to the Company Secretary (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting.
   2. Voting and attendance at the General Meeting
      1. You may electronically attend the General Meeting (as explained in paragraph 1 above) and may vote (or abstain from voting) at the General Meeting. If you wish to attend the meeting electronically, you must register with CORPSERVE by following the procedure set out in paragraph 1 above. You must also connect to the General Meeting electronically, as explained in paragraph 1 above.
      2. Alternatively, you may appoint a proxy to represent you electronically at the General Meeting by completing the attached Form of Proxy in accordance with the instructions contained therein and lodging it, posting it or sending it via e-mail to the Transfer Secretary to be received by them, for administrative purposes, by no later than 5:00 pm (GMT) on Monday, 16 November 2026, provided that any Form of Proxy not delivered to the Transfer Secretary by this time may be emailed to the Company Secretary (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting. The details of the Transfer Secretary are as set in the Form of Proxy.

• • ACTION REQUIRED TO BE TAKEN BY ODD-LOT HOLDERS FOLLOWING THE GENERAL MEETING

• • Following the approval of the Resolutions to be considered at the General Meeting, the Odd-lot Offer will open and if you are an Odd-lot Holder you must choose to either:

• • sell your Odd-lot Holding to ZCCM-IH at the Offer Price; or
  • retain your Odd-lot Holding.

If you wish to retain your ZCCM-IH Shares you must specifically make an election to do so.

Those Odd-lot Holders who do not make an election to retain their Odd-lot Holding will automatically be regarded as having accepted the Odd-lot Offer in respect of their entire Odd-lot Holding on the Odd-lot Offer Record Date and having chosen to sell their Odd-lot Holdings to ZCCM-IH and to receive Cash Consideration.

1. IF YOU HOLD CERTIFICATED SHARES

In the UK:

If you wish to retain your Odd-lot holding you must complete the accompanying personalised Form of Election and return this to MUFG Corporate Markets, in line with the instructions on the Form of Election by no later than 1:00 pm (UK Time) on Thursday, 17 December 2026 in order to elect to retain your Odd-lot Holding.

If you wish to sell your Odd-lot holding under the terms of the Odd-lot Offer you do not need to return a Form of Election to MUFG Corporate Markets. Those Odd-lot Holders who do not make a valid election will automatically be regarded as having accepted the Odd-lot Offer in respect of their entire Odd-lot Holding on the Odd-lot Offer Record Date and having chosen to sell their Odd-lot Holding to ZCCM-IH and to receive Cash Consideration.

If MUFG Corporate Markets does not receive your completed Form of Election in time or if the form is invalid, you will automatically be regarded as having accepted the Odd-lot Offer in respect of your entire Odd-lot Holding on the Record Date, and you will receive the Cash Consideration.

It will NOT be necessary for Certificated Odd-lot Holders who are deemed as having accepted the Odd-lot Offer to submit their share certificates or other documents of title in order to claim the cash consideration due to them under the Odd-lot Offer.

Cheques in respect of the Cash Consideration due to Certificated Odd-lot Holders who hold shares in the UK and who are deemed to have accepted the Odd-lot Offer will be dispatched by no later than Monday, 4 January 2027.

In Zambia/France

You must complete the Form of Election (blue) and select to either sell or retain your Odd-lot Holding.

If you choose to retain your Odd-lot Holding, you must make sure that you complete the Form of Election and return it to the Transfer Secretaries in Zambia or France at the address set out in that form, to be received by no later than 1:00 pm (UK Time) on Thursday, 17 December 2026. If the Transfer Secretary does not receive your completed form in time, you will automatically be regarded as having accepted the Odd-lot Offer and you will receive the Cash Consideration.

If any Documents of Title of Certificated Odd-lot Holders have been lost or destroyed and the Odd-lot Holder concerned produces evidence to this effect to the satisfaction of the Transfer Secretary in Zambia, then the Transfer Secretary, subject to obtaining ZCCM-IH's consent, may dispense with the surrender of such existing Documents of Title against provision of an acceptable indemnity.

2. IF YOU HOLD DEMATERIALISED SHARES

Your Custodian (or Broker - where this applies) is obliged to contact you in the manner stipulated in the agreement concluded between you and your Custodian (or Broker – where this applies) to ascertain what choice you wish to make in terms of the Odd-lot Offer and thereafter to advise the Transfer Secretary.

If you have not been contacted, you should contact your Custodian (or Broker – where this applies) and furnish it with your instructions relating to your choice.

If your Custodian (or Broker) does not obtain instructions from you regarding your choice, it will be obliged to act in accordance with the provisions contained in the agreement concluded between you and your Custodian (or Broker).

You must NOT complete the Form of Election – your Custodian (or Broker – where this applies) will complete the form on your behalf as per your instructions or agreement with your Custodian (or Broker).

5. SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 11 of this Circular apply to this section headed “Salient Dates and Times”.

Notes:

1. The above dates and times are subject to change. Any changes will be published on SENS, RIS and X-News.
2. Shareholders with Shares listed on the LuSE should note that as transactions in ZCCM-IH Shares are settled in the electronic settlement system used by the CSD of the LuSE, settlement of trades takes place three Business Days after such trade. Therefore, Shareholders who acquire ZCCM-IH Shares after closing trading on Tuesday, 10 November 2026 will not be eligible to attend, participate in and vote at the General Meeting.
3. Unless expressly stated otherwise, all times quoted in this Circular are Zambian Time (CAT, UTC+2).
4. The last day for Shareholders on the LuSE to trade in order to participate in the Odd-lot Offer will be Tuesday, 15 December 2026
5. The last day for Shareholders on the LSE and Euronext to trade in order to participate in the Odd-lot Offer will be Wednesday, 16 December 2026
6. In the case of Certificated Odd-lot Holders who are deemed to have accepted the Odd-lot Offer, payment will be made by electronic funds transfer into the bank accounts of such Odd-lot Holders on or about Wednesday, 23 December 2026-for shareholders with shares listed on the LuSE, and Monday 04 January 2027 for shares listed on LSE and Euronext, if such holders' banking details have been provided in the relevant Form of Election. Should no banking details be on record for such holders, the funds will be held by ZCCM-IH until such time as the details have been provided to the Transfer Secretary.
7. Those Odd-lot Holders who do not make an election will automatically be regarded as having chosen to accept the Odd-lot Offer and receive the Cash Consideration.
8. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting unless the contrary is stated on such Forms of Proxy.
9. Shareholders may not dematerialise or rematerialise their Shares after the last day to trade, being Tuesday, 15 December 2026 up to and including the record date, being 6.00 p.m. (UK time) Friday, 18 December 2026.

6. DEFINITIONS AND INTERPRETATIONS

In this Circular, unless the context indicates a contrary intention, an expression which denotes any gender includes the other genders, any reference to a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following expressions bear the meanings assigned to them, below:

• •  
  • ZCCM INVESTMENTS HOLDINGS PLC

Incorporated in the Republic of Zambia

Registration number: 119540000771

Lusaka Securities Exchange share code: ZCCM

Euronext Access Paris share code: MLZAM

London Stock Exchange share code: ZCC

ISIN: ZM0000000037

(“ZCCM-IH” or the “Company”)

• • • Directors

P Musonda (Chairman)

M Akapelwa

P Taussac

MC Muyangwa

A Ngosa*# H Sampa*

A Chilengi

JH Mambo*

K Muyangwa

7. CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR
   1. Background

ZCCM-IH has a total issued share capital comprising 160,800,286 ordinary shares, consisting of 96,926,669 Class A Shares, representing 60.28% of the issued share capital, and 63,876,689 Class B Shares, representing 39.72% of the issued share capital.

The Class B Shares were listed on the LSE in 1970. Subsequently, in or around 1972, an informal secondary trading market for ZCCM-IH shares developed on the Paris Bourse in France through a trading platform known as Marché Libre and later on upgraded to the formal trading platform known as the Access Market. The Class A shares are not listed on any stock exchange.

Following the establishment of the LuSE in 1994, the Class B Shares were dual-listed on the LuSE in 1996 to promote local participation in the ownership of the Company and to facilitate secondary market trading in the Company's jurisdiction of incorporation. Thereafter, in 2000, ZCCM-IH transferred its primary listing from the LSE to the LuSE.

As a consequence of these developments, ZCCM-IH currently maintains three separate share registers corresponding to its listings on the LuSE, the LSE and Euronext, respectively. Notwithstanding its presence on these three exchanges, trading activity and liquidity in the Company's listed shares has remained limited and low across all markets.

The Board has identified two important factors that constrain the operation of an active secondary market in ZCCM-IH shares and contribute to this low level of liquidity.

Firstly, a significant number of ZCCM-IH shareholders recorded on the United Kingdom share register have become dormant over time since its listing fifty-six years ago in 1970.

Secondly, the Company has a substantial number of Shareholders holding fewer than 100 Shares each which, in aggregate, represent only approximately 0.05% of the Company's issued share capital. Such low holdings generally dampen interest and reduce motivation and incentive to track company and share price performance resulting in low trading and illiquidity on the stock exchanges. The situation may lead to poor price formation and failure to unlock shareholder value.

The Board considers that these circumstances present an opportunity for the Company to undertake a listing optimisation and shareholder base rationalisation exercise aimed at enhancing market efficiency, improving liquidity in the Company's shares and reducing the administrative costs associated with maintaining a large number of small shareholdings.

1.1.1 Shareholder distribution

As at 23 October 2026, ZCCM-IH had a total of 5,013 Shareholders, of whom:

1. 2,040 Shareholders were recorded on the Zambian share register;

(b) 2,098 Shareholders were recorded on the United Kingdom share register; and

(c) 875 Shareholders were recorded on the Euronext share register.

1.1.2 Odd-lot Holders

Approximately 3,637 Shareholders (representing 72.6% of all Shareholders) hold fewer than 100 Shares each, whilst their aggregate shareholding represents only approximately 0.02% of the Company's total issued share capital.

1.1.3 Administrative costs

The annual costs associated with servicing such a large shareholder base is significant and are no longer considered efficient or cost-effective. In addition, corporate actions requiring shareholder approval involve substantial administrative expenses arising from the processing of shareholder communications, proxy forms and voting instructions.

1. 2. Rationale for the Odd-lot Offer

Accordingly, ZCCM-IH proposes to implement an Odd-lot Offer to support the optimisation of its listings on the LuSE, LSE and Euronext, rationalise its minority shareholder base and reduce its ongoing administrative costs.

1. 3. Benefits to Shareholders

The Odd-lot Offer provides several advantages to Odd-lot Holders.

1. First, it offers an efficient and convenient mechanism for Shareholders holding a small number of Shares to realise value from their investment without incurring brokerage fees or other transaction costs that may otherwise make the sale of a small shareholding uneconomical.
2. Second, Shareholders who participate in the Odd-lot Offer will have the opportunity to sell their Shares at a premium to the prevailing market price, thereby enhancing the value they receive for their investment.
3. Third, the Odd-lot Offer provides immediate liquidity for Shareholders who may otherwise find it difficult to dispose of relatively small holdings through the market due to limited trading volumes or the costs associated with such transactions. Importantly, participation in the Odd-lot Offer is voluntary.

Odd-lot Holders who wish to remain invested in the Company may elect to retain their shareholding and continue to benefit from any future growth, dividends and other shareholder rights associated with ownership of ZCCM-IH Shares.

1. 4. Amendments to the Articles
      1. As part of the listing optimisation and to facilitate the implementation of the Odd-lot Offer, and following a broader review of the Articles, the Board proposes that certain amendments be made to the Articles in accordance with section 27 of the Companies Act.
      2. The proposed amendments comprise two categories:

(a) The first category pertain to amendments relating to the Odd-lot Offer and is intended to ensure that the Articles contain the provisions to enable the Company to implement the Odd-lot Offer in accordance with the Companies Act and the LuSE Listings Requirements, including provisions relating to the acquisition by the Company of Shares comprising Odd-lot Holdings and the treatment of Odd-lot Holders who elect, or are deemed in accordance with the terms of the Odd-lot Offer to have elected, to dispose of their Odd-lot Holdings.

(b) The second category comprises general, administrative, consequential and housekeeping amendments. These amendments arise from a broader review of the Articles and are intended, amongst other things, broaden certain definitions to facilitate the establishment of a depositary interest arrangement through which interests in Shares held on the UK register may be traded on the CREST System to enhance liquidity, to update and modernise certain provisions of the Articles, improve their clarity and internal consistency, update statutory and regulatory references and terminology, address obsolete, duplicative or inconsistent provisions, correct internal cross-references and defined terms, and make other administrative, drafting and consequential changes considered appropriate for the proper and efficient operation of the Articles.

(c) The third category relates to amendments arising from the enactment of the State-Owned Enterprises Act No. 10 of 2026, which came into force on 15 May 2026, and is intended to align the Articles with its requirements.

1. 1. 3. Given the number and nature of the proposed amendments, the detailed amendments have not been reproduced in this section 1.4 of the Circular. Instead, a comprehensive schedule of the proposed amendments, identifying the relevant provisions of the existing Articles and the corresponding proposed amendments, is set out in the Schedule (Proposed Amendments to the Articles of Association) to this Circular.
      4. Shareholders are encouraged to read the Schedule in conjunction with this section 1.4 of the Circular in order to understand the full nature and effect of the proposed amendments.
      5. The proposed amendments to the Articles will be submitted to Shareholders for approval by way of Special Resolution Number 1 at the General Meeting. If approved, the amendments will take effect in accordance with section 27 of the Companies Act following the lodgement with the Patents and Companies Registration Agency.

1. 5. Purpose of this Circular

The purpose of this Circular is

1. to provide ZCCM-IH Shareholders with all relevant information relating to the Odd-lot Offer;
2. to present the proposed amendments to the Articles, to facilitate the Odd-lot Offer and to reflect the requirements of the Companies Act, the State-Owned Enterprises Act No. 10 of 2026 and the LuSE Listing Rules; and
3. to convene a General Meeting of Shareholders at which Shareholders will be requested to consider and, if deemed fit, pass, with or without amendment, the resolutions needed to undertake the Odd-lot Offer as set out in the Notice of General Meeting attached to and forming part of this Circular.

2. EXTRAORDINARY GENERAL MEETING
   1. The Extraordinary General Meeting of Shareholders will be held as a hybrid meeting, with physical and electronic participation at 10:00 am on Wednesday 18 November 2026, to consider and approve the Resolutions in order for ZCCM-IH to:

1.  implement the proposed amendments to the Articles; and
2.  repurchase the Odd-lot Holdings in terms of the Odd-lot Offer.

The Odd-lot Offer is conditional upon the Resolutions being passed at the General Meeting and the relevant amendments to the Articles becoming effective.

2. 2. Details of the action required by Shareholders commences on page 6 of this Circular. Full details of the action required by Certificated Odd-lot Holders and Dematerialised Odd-lot Holders commences on page 9.
3. THE ODD-LOT OFFER
   1. Terms of the Odd-lot Offer
      1. In terms of the Odd-lot Offer, Odd-lot Holders are offered the opportunity to:
         1. sell their Odd-lot Holdings for the Cash Consideration; or
         2. acquire additional Shares prior to the Odd-lot Offer Record Date so that their aggregate shareholding is 100 Shares or more. Shareholders holding 100 Shares or more on the Odd-lot Offer Record Date will not qualify as Odd-lot Holders and will therefore not be eligible to participate in the Odd-lot Offer; or
         3. retain their Odd-lot Holdings. If Odd-lot Holders want to retain their Odd-lot Holding, they have to make this choice by completing the Form of Election for the Odd-lot Offer and return it to the Transfer Secretary to be received by no later than 1:00 pm (UK Time) on Thursday, 17 December 2026.

• • • Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer in respect of their entire Odd-lot Holding on the Odd Lot Offer Record Date and shall be deemed to have agreed to sell their Odd-lot Holdings to ZCCM-IH for Cash Consideration.
  • Odd Lot Offer Record date

The Record Date for the Odd-lot Offer is 6.00pm (UK Time) on Friday, 18 December 2026. If a Shareholder holds fewer than 100 Shares on the Record Date, such Shareholder is an Odd-lot Holder and, as such, is entitled to take part in the Odd-lot Offer.

1. 3. Last day to trade
      1. Shareholders on Euronext and the London Stock Exchange are advised that the last day to trade to take part in the Odd-lot Offer will be Wednesday, 16 December 2026.
      2. Shareholders on the LuSE are advised that the last date to trade in order to take part in the Odd-lot Offer will be Tuesday, 15 December 2026 (for Shares listed on the LuSE).
      3. Any Shareholder who sells down to below 100 Shares after Friday, 18 December 2026 (for Shares listed on the LuSE) will not be treated as an Odd-lot Holder for the purposes of the Odd-lot Offer.
   4. Offer Price

The Offer Price will be calculated at a 5% premium to the VWAP of a ZCCM-IH Share on the LuSE over the ninety trading days up to the close of business on Tuesday, 08 December 2026. The Offer Price will be announced on SENS and via RIS on Wednesday, 09 December 2026. Shareholders who elect to sell their Odd-lot Holdings and those who do not make an election will receive the Cash Consideration.

1. 5. Condition precedent

The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that the Resolutions relating to the Odd-lot Offer and the proposed amendments to the Articles, contained in the Notice of General Meeting attached to and forming part of this Circular are duly passed and the relevant amendments to the Articles take effect.

1. 6. Repurchase of Odd-lot Holdings
      1. ZCCM-IH will repurchase the Odd-lot Holdings of any Odd-lot Holder who does not make an election to retain their Odd-lot Holding.
      2. Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer and agreed to sell their Odd-lot Holdings to ZCCM-IH and receive the Cash Consideration.
      3. Shares that are repurchased by ZCCM-IH pursuant to the Odd-lot Offer, will be retained by the Company and held as treasury shares in accordance with the Articles and the Companies Act.
   7. Transaction costs and tax
      1. Save as set out in paragraph 3.7.4 below, Odd-lot Holders will not have to bear any transaction costs.
      2. The transfer costs of Odd-lot Holders who sell their holdings to ZCCM-IH will be borne by ZCCM-IH.
      3. ZCCM-IH, by proposing the Odd-lot Offer, is therefore making it possible for the Odd-lot Holders who wish to dispose of their shareholding to do so in a cost-effective manner.
      4. The Shares acquired pursuant to the Odd-lot Offer will be held by ZCCM-IH as treasury shares. The Cash Consideration payable to Odd-lot Holders constitutes the purchase price payable by ZCCM-IH for the acquisition of such Shares and does not constitute a dividend or distribution for purposes of the Income Tax Act, Chapter 323 of the Laws of Zambia. Accordingly, no withholding tax is payable in respect of the Cash Consideration.
      5. The tax considerations pertaining to the Odd-lot Offer are based on the current laws that are applicable as at the date of this Circular and is subject to potential changes that may be made to such legislation subsequently, which could be retrospective. This is a general guide and is not intended to constitute a complete analysis of the tax consequences of the Odd-lot Offer provisions in terms of Zambian tax law. It is not intended to be, nor should it be considered as legal or tax advice. ZCCM-IH and its advisors cannot be held responsible for the tax consequences of the Odd-lot Offer and therefore Shareholders are advised to consult their own tax advisors in this regard.
      6. Shareholders are advised to consult with their own professional advisors to consider the implications for them in light of their own circumstances.
   8. Mechanism of the Odd-lot Offer
      1. The Odd-lot Offer is expected to be open for acceptance from 09:00 am on Monday 23 November 2026 and will close at 6:00 pm (UK Time) on Friday, 18 December 2026. All Shareholders who hold a total of fewer than 100 Shares as at the Odd-lot Record Date will be entitled to participate in the Odd-lot Offer. The procedure on how Odd-lot Holders must make their choice (election procedure) is set out in paragraph 3.9 below.
      2. The Shares of those Odd-lot Holders who do not make an election will be repurchased by ZCCM-IH at the Offer Price. Any such repurchase will be regarded as a specific repurchase of shares in terms of the LuSE Listing Rules and [**] and the Companies Act.
      3. Odd-lot Holders who do not make an election should note that their Shares will automatically be repurchased by ZCCM-IH, without any further action on their part and without any further notice to them.
   9. Election procedure
      1. Odd-lot Holders may choose to either:
         1. sell their Odd-lot Holdings to ZCCM-IH at the Offer Price; or
         2. retain their Odd-lot Holdings. If such Shareholders want to retain their Odd-lot Holding, they must specifically make this election.

Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer and agreed to sell their Shares and will receive the Cash Consideration.

1. 1. 2. The choice made by Odd-lot Holders is final and may not be withdrawn once made.

In the UK:

If you wish to retain your Odd-lot Holding you must complete the accompanying personalised Form of Election and return this to MUFG Corporate Markets, in line with the instructions on the Form of Election by no later than 1:00 pm (UK Time) on Thursday, 17 December 2026 in order to elect to retain your Odd-lot Holding.

If you wish to sell your Odd-lot Holding under the terms of the Odd-lot Offer you do not need to return a Form of Election to MUFG Corporate Markets. Those Odd-lot Holders who do not make a valid election will automatically be regarded as having accepted the Odd-lot Offer and having chosen to sell their Odd-lot Holding to ZCCM-IH and to receive the Cash Consideration.

If MUFG Corporate Markets does not receive your completed Form of Election in time or if the form is invalid, you will automatically be regarded as having accepted the Odd-lot Offer in respect of your entire Odd-lot Holding on the Odd-lot Record Date, and you will receive the Cash Consideration.

It will NOT be necessary for Certificated Odd-lot Holders who are deemed as having accepted the Odd-lot Offer to submit their share certificates or other documents of title in order to claim the Cash Consideration due to them under the Odd-lot Offer.

Cheques in respect of the Cash Consideration due to Certificated Odd-lot Holders who hold their shares in the UK and who are deemed to have accepted the Odd-lot Offer will be dispatched by no later than Monday, 4 January 2027.

In Zambia and France

1. 9. 3. Certificated Odd-lot Holders must complete the attached Form of Election for the Odd-lot Offer (blue) and return it to the Transfer Secretaries, to be received by no later than 1:00 pm (UK Time) on Thursday, 17 December 2026.
      4. Dematerialised Odd-lot Holders can make their election directly by completing the form or should instruct their Custodian (where this applies) as to what action they wish to take in the time and manner stipulated in the agreement entered into between them and their Custodian
      5. If any Documents of Title of Certificated Odd-lot Holders have been lost or destroyed and the Odd-lot Holder concerned produces evidence to this effect to the satisfaction of the Transfer Secretaries and ZCCM-IH, then the Transfer Secretaries, subject to obtaining ZCCM-IH's consent, may dispense with the surrender of such existing Documents of Title against provision of an acceptable indemnity.
      6. Receipts for the surrender of Documents of Title of Certificated Odd-lot Holders will be issued only on request. In compliance with the LuSE Listings Requirements, lodging agents are requested to prepare special transaction receipts, if required.
      7. In the event of an Odd-lot Holder not making his/her election to retain his/her Odd-lot Holding it must be drawn to his/her attention that his/her share certificates will no longer be good for delivery after the last day to trade in respect of the Odd-lot Offer, other than to receive the proceeds of the sale of such Shares (being the Offer Price), upon surrender.
      8. Subject to the implementation of the Odd-lot Offer, it will be necessary for Certificated Odd-lot Holders who have elected to sell their Odd-lot Holdings (as the case may be), either by completing the relevant option set out in the appropriate form of election in the case of Odd-lot Holders or by not responding, to submit the Documents of Title under cover of the attached form of election to the Transfer Secretaries.
      9. For those Odd-lot Holders who accept the Odd-lot Offer or are deemed to have accepted the Odd-lot Offer, all Forms of Election, received by the Transfer Secretaries by no later than 6.00 pm (UK time) on Friday, 18 December 2026, will be processed and payment will be made by electronic funds transfers into the relevant Odd-lot Holder's bank account on or about Wednesday, 23 December 2026 for Shareholders whose Shares are listed on the LuSE, and on or about Monday, 04 January 2027 for Shareholders whose Shares are listed on the LSE and Euronext, if such Shareholders have provided the banking details on the Form of Election. Should no banking details be on record for such holders, the funds will be held by ZCCM-IH until such time as the details have been provided to the Transfer Secretary. In respect of Dematerialised Odd-lot Holders who elect to participate in the Odd-lot Offer, or in the case of Dematerialised Odd-lot Holders who fail to make an election, their bank accounts will be credited with the cash amount on or about Wednesday, 23 December 2026.
   10. Unclaimed Proceeds
       • All unclaimed proceeds from the sale of Odd-lot Holdings will be held and dealt with in accordance with Article 39 (Unclaimed Dividends and Other Funds) of the Articles and section 158 of the Securities Act, including transfer to the SEC after fifteen (15) years where they remain unclaimed.
       •  
   11. Financial effects and source of funds
       1. The repurchase of Shares pursuant to the Odd-lot Offer will have no significant effect on ZCCM-IH's earnings per Share, headline earnings per Share, net asset value per Share or tangible net asset value per Share.
       2. Assuming the maximum number of 80,000 Shares are repurchased in terms of the Odd-lot Offer, the financial cost is expected to be approximately ZMW12,000,000 (Twelve Million Kwacha) or USD700,000 (Seven Hundred Thousand US Dollars) for the Odd-lot Holders (excluding transfer costs), plus transaction costs of approximately ZMW7,000,000.00 (Seven Million or USD350,000.00 (Three Hundred Fifty Thousand US Dollars) excluding VAT.
       3. ZCCM-IH's existing cash resources will be utilised to satisfy all cash requirements arising out of the Odd-lot Offer.
   12. Directors statement on working capital

Having considered the possible effects of repurchasing Shares in terms of the Odd-lot Offer, the Directors are of the opinion that:

1. 12. 1. immediately after the repurchase of the Shares under the Odd-lot Offer, the Company will satisfy the solvency test, in that the Company will be able to pay its debts as they become due in the normal course of business, and the value of the Company's assets will be greater than the value of its liabilities, including contingent liabilities;
       2. the Company will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of the approval of the Circular and for a period of 12 months after the date of implementation of the Odd-lot Offer;
       3. the assets of the Company will be in excess of its liabilities for a period of 12 months after the date of the approval of the Circular and for a period of 12 months after the date of implementation of the Odd-lot Offer. For this purpose, assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements;
       4. the share capital and reserves of the Company will be adequate for ordinary business purposes for a period of 12 months after the date of the approval of the Circular and for a period of 12 months after the date of implementation of the Odd-lot Offer; and
       5. the working capital of the Company will be adequate for ordinary business purposes for a period of 12 months after the date of the approval of the Circular and for a period of 12 months after the date of implementation of the Odd-lot Offer.
   13. Non-resident Shareholders
       1. All transactions arising from the provisions of this Circular shall be governed by and be subject to the laws of Zambia. The Odd-lot Offer may be affected by the laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Circular that may affect them.
       2. The release, publication or distribution of this Circular in jurisdictions other than Zambia may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Zambia should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
       3. It is the responsibility of any foreign Shareholder to satisfy himself as to the full observation of the laws and regulatory requirements of the relevant jurisdiction in connection with the Odd-lot Offer, including the obtaining of any governmental, exchange control or other consent or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or requisite payments due in such jurisdiction. The Odd-lot Offer is further subject to any other applicable laws and regulations, including the Exchange Control Regulations.
       4. Any foreign Shareholder who is in doubt as to his position, including, without limitation, his tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay.

1. 14. Exchange Control

No exchange control approval is required in Zambia in connection with the implementation of the Odd-lot Offer. The Cash Consideration payable to resident Odd-lot Holders will be paid in Zambian Kwacha, however, the Cash Consideration payable to non-resident/foreign Odd-lot Holders may be paid and remitted in a foreign currency. Shareholders who have any queries regarding the exchange control implications should contact their own professional advisors without delay.

1. 15. Prohibited period

In terms of paragraph 5.69(h) of the LuSE Listings Requirements, ZCCM-IH will be entitled to repurchase Shares in accordance with the terms of the Odd-lot Offer during a prohibited period, as the Odd-lot Offer would have been approved by Shareholders before the commencement of such prohibited period.

1. 16. Articles of Association

The Articles of ZCCM-IH authorise the Directors to make and implement the Odd- lot Offer and to effect the repurchase by the Company of its own Shares, in each case in accordance with the Companies Act and the LUSE Listings Requirements, respectively.

4. MATERIAL CHANGES

There have been no material changes in the financial or trading position of the Company since the publication of its annual financial statements for the year ended 31 December 2025 and the Last Practicable Date.

5. SHARE CAPITAL
   1. The authorised and issued share capital of ZCCM-IH before the implementation of the Odd-lot Offer as at the Last Practicable Date, is as follows:

1. 2. The authorised and issued share capital of ZCCM-IH after the implementation of the Odd-lot Offer, is as follows:

*Assuming the maximum number of 75,201 Shares are repurchased in terms of the Odd-lot Offer.

6. DIRECTORS
   1. The abridged curricula vitae of the Directors of ZCCM-IH care set out in the Company's 2025 integrated annual report, which can be obtained from: https://zccm-ih.financifi.com/governance/board-of-director.
7. DIRECTORS' BENEFICIAL INTERESTS

The direct and indirect beneficial interests in Shares held by all the Directors of ZCCM-IH as at the Last Practicable Date, are set out below:

Note:

1. Includes Shares held in trusts of which the Directors are discretionary beneficiaries.

8. SHAREHOLDING

As far as the Directors are aware, as at the Last Practicable Date, the following people, other than Directors, are beneficially interested, directly or indirectly, in 5% or more of the Shares in issue:

9. LITIGATION

There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which ZCCM-IH is aware, which may have, or have during the 12 months preceding the Last Practicable Date had, a material effect on the financial position of the ZCCM-IH Group.

10. MATERIAL RISKS

A description of all material risks which are specific to ZCCM-IH, its industry and/or its securities, as contemplated in paragraph 7.F.7 of the LuSE Listings Requirements, is incorporated herein by reference and can be accessed on the Company's website. These material risks will also be available for inspection, at no charge, at the registered office of ZCCM-IH and the offices of SBZ during business hours for a period of 15 Business Days from Friday, 23 October 2026.

11. EXPERTS' CONSENTS

Each of the experts, whose names appear in the “Corporate Information and Advisors” section of this Circular have given and have not, prior to the formal approval of this Circular by the LuSE, withdrawn their written consents to the inclusion of their names and acting in the capacities stated in this Circular.

12. EXPENSES

ZCCM-IH's preliminary expenses relating to the Odd-lot Offer, which have been incurred or which are expected to be incurred, including the fees payable to professional advisers, are anticipated to amount to approximately excluding VAT, and include the following:

13. DIRECTORS' RECOMMENDATION
    • • The Directors, having considered the Odd-lot Offer, confirm that:
    • immediately following the repurchase of the Shares under the Odd-lot Offer, the Company will satisfy the solvency test, in that the Company will be able to pay its debts as they fall due in the ordinary course of business and the value of the Company's assets will exceed the value of its liabilities;
    • the Offer Price and the terms of the Odd-lot Offer are fair and reasonable to the Company and to the shareholders; and
    • the Odd-lot Offer, the repurchase of the Shares and the resulting optimisation of the Company's shareholder base are in the best interests of the Company and the shareholders as a whole, as it would lower the Company's cost base and would facilitate a reduction in the number of shareholders in the Company in an equitable manner.

13. •  
14. RESPONSIBILITY STATEMENT

The Directors, whose names are set out in the “Corporate Information and Advisors” section of this Circular, collectively and individually accept full responsibility for the accuracy of the information contained in this Circular which relates to ZCCM-IH and, in this regard, certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by law and the Companies Act and the LuSE Listings Requirements, respectively.

The Directors confirm that the Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the securities to which the Circular relate.

15. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection at the registered office and office in Lusaka of ZCCM-IH and at the offices of Stockbrokers Zambia Limited at the addresses referred to in the “Corporate Information and Advisors” section of this Circular during normal office hours from the date of issue of this Circular, until the General Meeting:

1. 1. articles of association of ZCCM-IH;
   2. the audited annual financial statements of ZCCM-IH for the 2021, 2022, 2023 and 2024 financial years;
   3. the annual financial statements of ZCCM-IH for the 2025 financial year;
   4. consent letters referred to in paragraph 11 above; and
   5. a copy of this Circular, including all annexures hereto.

16. SHAREHOLDER APPROVAL

This Circular has been prepared on the assumption that the Resolutions proposed in the Notice of General Meeting forming part of this Circular will be passed at the General Meeting to be held on Wednesday, 18 November 2026 and registered (if applicable).

By order of the Board

P MUSONDA

SIGNED AT LUSAKA ON 29/10/2026 BY P MUSONDA ON BEHALF OF ALL OF THE DIRECTORS OF ZCCM INVESTMENTS HOLDINGS PLC IN TERMS OF POWERS OF ATTORNEYS SIGNED BY SUCH DIRECTORS

ZCCM INVESTMENTS HOLDINGS PLC

Incorporated in the Republic of Zambia

 Registration number: 119540000771

Lusaka Securities Exchange share code: ZCCM

London Stock Exchange share code: ZCC

 Euronext Access Paris share code: MLZAM

ISIN: ZM0000000037

(“ZCCM-IH” or the “Company”)

8. NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given of an Extraordinary General Meeting of Shareholders to be held physically at Mulungushi International Conference Centre (MICC), KK Wing, Banquet Hall 1, Lusaka and virtually (through the following link: https://eagm.corpservezambia.com.zm/eagm/) , at 10:00 am on Wednesday, 18 November 2026, for the purpose of considering and, if deemed fit, passing with or without modification, the special and ordinary resolutions set out below:

SPECIAL RESOLUTION NUMBER 1 – Amendments to the Articles of Association in connection with the Odd-lot Offer and other general and administrative amendments

“Resolved that, pursuant to section 27 of the Companies Act No. 10 of 2017, the amendments to the Articles of Association set out in the Schedule to the Circular, comprising (i) amendments required to align the Articles with the State-Owned Enterprises Act No. 10 of 2026, (ii) amendments relating to the Odd-lot Offer, (iii) amendments to facilitate the proposed trading of depositary interests in the CREST System on the London Stock Exchange and (iv) other general, administrative, consequential and housekeeping amendments, be and are hereby approved and the Articles of Association be amended accordingly.”

“Resolved further that any Director of the Company and/or the Company Secretary be and is hereby authorised to take all such steps and execute all such documents as may be necessary or desirable to give effect to this Special Resolution Number 1, including, in accordance with section 27(2) of the Companies Act, lodging with the Registrar a copy of this resolution together with the provisions of the Articles of Association affected by the amendments in their amended form.”

Reason for and effect of Special Resolution Number 1

The reason for Special Resolution Number 1 is to obtain the approval of Shareholders for the proposed amendments to the Company's Articles of Association, including amendments required to align the Articles with the State-Owned Enterprises Act No. 10 of 2026, amendments relating to the Odd - lot Offer and amendments supporting the proposed depositary interest arrangement, the full details of which are set out in the Schedule to the Circular.

The effect of Special Resolution Number 1, if passed and once the amendments become effective in accordance with the Companies Act, will be to amend the Articles in the manner set out in the Schedule to the Circular, thereby aligning the Company's governance framework with the applicable requirements of the State-Owned Enterprises Act No. 10 of 2026 and other relevant applicable laws, providing the appropriate mechanism for implementation of the Odd-lot Offer, the trading of depositary interests in the Shares on the UK register through the CREST System on the London Stock Exchange to enhance liquidity and, separately, giving effect to the other general, administrative, consequential and housekeeping amendments described in that Schedule.

• • • SPECIAL RESOLUTION NUMBER 2 – Specific authority to repurchase Shares from the Odd-lot Holders

“Resolved that, subject to Special Resolution 1 having been passed, the Company is hereby authorised by way of a specific authority in terms of section 164 of the Companies Act, Article 10 of the Company's Articles of Association and in accordance with the LuSE Listings Requirements, to acquire, at the Offer Price per Share pursuant to the Odd-lot Offer, details of which are contained in the Circular, the Shares of those Odd-lot Holders holding less than 100 Shares in the Company, who elect, pursuant to the Odd-lot Offer, to sell their Odd-lot Holdings or who do not make an election to either sell or retain their Odd-lot Holdings.”

• • • Reason for and effect of Special Resolution Number 2

The reason for Special Resolution Number 2 is to obtain specific approval in terms of section 164 of the Companies Act, the LuSE Listings Requirements and the Company's Articles for the acquisition by the Company from the Odd-lot Holders of their Odd-lot Holdings as proposed in the Odd-lot Offer.

The effect of Special Resolution Number 2, if passed, is that ZCCM-IH will be authorised to acquire Shares in ZCCM-IH in terms of the Odd-lot Offer from the Odd-lot Holders who elect to sell their Odd-lot Holding or who do not make an election.

• • • ORDINARY RESOLUTION NUMBER 1 – Implementation of the Odd-lot Offer

“Resolved that, subject to Special Resolution Number 1 and Special Resolution Number 2 having been passed, the Directors are hereby authorised to make and implement the Odd-lot Offer to Shareholders holding fewer than 100 Shares in the Company at the close of business on Friday, 18 December 2026 (or such other date as approved by the LuSE) according to the terms and conditions of the Odd-lot Offer contained in the Circular.”

• • • Reason for and effect of Ordinary Resolution Number 1

The reason for Ordinary Resolution Number 1 is to obtain the authority of Shareholders as required under Article 11 of the Articles as amended pursuant to Special Resolution Number 1, in order for the Company to make and implement the Odd-lot Offer.

The effect of Ordinary Resolution Number 1, if passed, is that the Company will be authorised to make and implement the Odd-lot Offer.

Note: For Special Resolution Number 1 and Special Resolution Number 2 to be adopted by Shareholders, they must be supported by at least 75% of the voting rights exercised on such resolutions, while for Ordinary Resolution Number 1 to be adopted by Shareholders, more than 50% of the voting rights exercised on such resolution need to be exercised in favour thereof.

1. • RECORD DATES, VOTING AND PROXIES
2. The date on which Shareholders must have been recorded as such in the register for purposes of being entitled to receive this notice is Monday, 26 October 2026.
3. The date on which Shareholders must be recorded in the register for purposes of being entitled to participate electronically and vote at the Extraordinary General Meeting is Friday, 13 November 2026, with the last day to trade on the LuSE being Tuesday, 10 November 2026.
4. Shareholders entitled to participate electronically and vote at the Extraordinary General Meeting may appoint one or more proxies to participate, speak and vote thereat in their stead. A proxy need not be a ZCCM-IH Shareholder.
5. A Form of Proxy (grey), which sets out the relevant instructions for its completion, is attached to this Circular for use by Certificated Shareholders and Own-Name Dematerialised Shareholders who wish to be represented at the Extraordinary General Meeting. Completion of a Form of Proxy (grey) will not preclude such Shareholder from participating electronically and voting (to the exclusion of that Shareholder's proxy) at the Extraordinary General Meeting.
6. The instrument appointing a proxy and the authority (if any) under which it is signed must reach the Transfer Secretaries, at the addresses given in the Form of Proxy, to be received, for administrative purposes, by no later than 5:00 pm (GMT) on Monday, 16 November 2026 , provided that any Form of Proxy not delivered to the Transfer Secretary by this time may be emailed to the Company Secretary (who will provide same to the chairman of the Extraordinary General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the Extraordinary General Meeting.
7. Dematerialised Shareholders, other than Own-Name Dematerialised Shareholders, who wish to participate electronically in the Extraordinary General Meeting, will need to request their broker or custodian to provide them with the necessary letter of representation in terms of the custody agreement entered into between such Shareholders and their broker or custodian.
8. Dematerialised Shareholders, other than Own-Name Dematerialised Shareholders, who are unable to participate in the Extraordinary General Meeting and who wish to be represented thereat, must provide their broker or custodian with their voting instructions in terms of the custody agreement entered into between themselves and the broker or custodian in the manner and time stipulated therein.
9. Shareholders attending in person, participating electronically or represented by proxy or authorised representative shall on a poll have one vote in respect of each Share held.

8. • ELECTRONIC PARTICIPATION AT THE EXTRAORDINARY GENERAL MEETING
9. The proceedings of the Extraordinary General Meeting will be streamed live through the following link, and shareholders and proxies are required to sign up and register through this link: https://shareportal.corpservezambia.com.zm/
10. Shareholders and proxies who will join the Meeting virtually are requested to Sign Up and register ahead of the meeting. After signing up successfully, login credentials will be delivered to their registered email address or through an SMS to their mobile telephone number.

The key steps to follow are as given below:

1. 1. Sign up on the (“eAGM platform”) whose link is given above.
   2. Log into the (“eAGM platform”), using the Token delivered to your email and register to attend the meeting on the day of the meeting

11. To sign up for the Meeting, a shareholder must have a working email and an active cell phone number.
12. Shareholders are advised to sign up and register in advance of the General Meeting. Registration and verification must be completed before the General Meeting commences at 10:00 am on Wednesday, 18 November 2026. A shareholder who does not sign up before the meeting begins will not be able to do so once the meeting starts. After registering, a shareholder will be allowed to join the meeting.
13. The voting at the Extraordinary General Meeting will be conducted electronically via the following link: https://shareportal.corpservezambia.com.zm/ or through the Corpserve Shareholder Application, whose links are given below:
    • • Apple App Store: https://apps.apple.com/zw/app/corpserve-zambia/id6479399524
      • Google Play store: https://play.google.com/store/apps/details?id=zm.co.corpserve_zm&pli=1

14. To fully participate, virtually in the Extraordinary General Meeting, a shareholder must have a reliable internet connection.

15. Queries on how to log into the Extraordinary General Meeting, registration or on the voting process can be directed to the Transfer Secretary on info@corpservezambia.com.zm or kunda@Corpservezambia.com.zm: Or phone at 0950968435, 0771881287, 0762716221, 0972196744
16. In order to attend the Extraordinary General Meeting and participate electronically thereat, Shareholders must register with CORPSERVE by either:
    1. registering through this link https://shareportal.corpservezambia.com.zm/ no later than 10:00 am (GMT) on Tuesday, 17 November 2026, for administrative purposes; or
    2. delivering the completed proxy form (the form of which is attached to the Notice of Extraordinary General Meeting), to CORPSERVE at 6 Mwaleshi Road, Olympia Park, Lusaka, Zambia], so as to be received by CORPSERVE by no later than 10:00 am on Tuesday, 17 November 2026, for administrative purposes, in order for CORPSERVE to arrange such participation for the Shareholder and for CORPSERVE to provide the Shareholder with the details as to how to access the Extraordinary General Meeting by means of electronic participation.
17. Shareholders may still register/apply to participate in and/or vote electronically at the Extraordinary General Meeting after this date by visiting the following link and registering: https://shareportal.corpservezambia.com.zm/ provided, however, that for those Shareholders to participate in and/ or vote electronically at the Extraordinary General Meeting, those Shareholders must be verified and registered before the commencement of the Extraordinary General Meeting.
18. Each Shareholder, who has registered in accordance with the above, will be provided via email with a unique token to allow them to participate in the Extraordinary General Meeting electronically. The Shareholder's unique access credentials and voting link will be forwarded to the email/mobile number provided during registration on the platform. Shareholders are referred to the “Virtual Meeting Guide” attached to the Notice of Extraordinary General Meeting for further instructions for electronic participation.
19. In-person registration of Extraordinary General Meeting participants will be permitted.
20. Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the Extraordinary General Meeting. Any such charges will not be for the account of ZCCM-IH and/or CORPSERVE. Shareholders acknowledge that the telecommunication lines/webcast/ web-streaming are provided by a third party and indemnify ZCCM-IH and CORPSERVE (virtual platform service provider) and/or ZCCM-IH's third party service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not the problem is caused by any act or omission on the part of the Shareholder or anyone else. In particular, but not exclusively, Shareholders acknowledge that they will have no claim against ZCCM-IH and CORPSERVE and/or ZCCM-IH's third party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/webcast/web-streaming or any defect in it or from total or partial failure of the telecommunication lines/ webcast/web-streaming and connections linking the telecommunication lines/webcast/web-streaming to the Extraordinary General Meeting.

20. • ELECTRONIC VOTING AT THE EXTRAORDINARY GENERAL MEETING
21. Shareholders connecting to the General Meeting electronically will be able to participate in the General Meeting. Voting will be conducted by poll, and Shareholders will be able to cast their vote electronically at the General Meeting.
22. Despite being able to raise questions at the General Meeting, shareholders are encouraged to submit any relevant questions to ZCCM-IH's Company Secretary prior to the General Meeting, preferably by no later than 10:00 am on Tuesday 17 November 2026, at corporate@zccm-ih.com.zm. These questions will be addressed at the General Meeting.
23. All eligible Shareholders will be entitled to participate electronically in the General Meeting and to vote (or abstain from voting) on the Resolutions proposed at the General Meeting.

By Order of the Board

Charles Mjumphi

Company Secretary

ZCCM INVESTMENTS HOLDINGS PLC

Incorporated in the Republic of Zambia

 Registration number: 119540000771

Lusaka Securities Exchange share Code: ZCCM

London Stock Exchange share code: ZCC

Euronext Access Paris share code: MLZAM

ISIN: ZM0000000037

(“ZCCM-IH” or the “Company”)

9. FORM OF PROXY

Unless specifically defined herein, the definitions and interpretations commencing on page 11 of the Circular to which this Form of Proxy forms part apply, mutatis mutandis, to this Form of Proxy.

• • ONLY FOR USE BY CERTIFICATED SHAREHOLDERS AND “OWN NAME” REGISTERED DEMATERIALISED SHAREHOLDERS

For use by Shareholders at the General Meeting of Shareholders to be held and conducted physically at Mulungushi International Conference Centre (MICC), KK Wing, Banquet Hall 1, Lusaka and virtually at 10:00 am on Wednesday 18 November 2026, or any adjourned or postponed meeting.

I/We (Please PRINT names in full) of (address) telephone numbers: Landline Mobile e-mail address

being the holder(s) of Certificated Shares or Dematerialised Shares with “own-name” registration do hereby appoint (see notes 1 and 2):

1. or failing him/her,
2. or failing him/her,
3. the chairman of the General Meeting

as my/our proxy to attend, speak and vote for me/us at the General Meeting (or any adjournment thereof) for purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the Resolutions and/or abstain from voting in respect of the Shares registered in my/our name(s), in accordance with the following instruction (see notes):

* One vote per Share held by Shareholders. Shareholders must insert the relevant number of votes they wish to vote in the appropriate box provided or “X” should they wish to vote all Shares held by them. If the Form of Proxy is returned without an indication as to how the proxy should vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.

Signed at on 2026 Signature Capacity of signatory (where applicable) Note: Authority of signatory to be attached – see notes 8 and 9.

Telephone number Mobile number Assisted by me (where applicable)

Full name Capacity Signature

• • SUMMARY OF RIGHTS CONTAINED IN SECTION 71 OF THE COMPANIES ACT

In terms of section 71 of the Companies Act:

• • A Shareholder may, at any time and in accordance with the provisions of section 71 of the Companies Act, appoint any individual (including an individual who is not a Shareholder) as a proxy to participate in, and speak and vote at, a Shareholders' meeting on behalf of such Shareholder.
  • A Shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the Shareholder.
  • A proxy may delegate his authority to act on behalf of a Shareholder to another person, subject to any restriction set out in the instrument appointing such proxy.
  • Irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant Shareholder chooses to act directly and in person in the exercise of any of such Shareholder's rights as a Shareholder.
  • Any appointment by a Shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise.
  • If an appointment of a proxy is revocable, a Shareholder may revoke the proxy appointment by (i) cancelling it in writing or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the relevant company.
  • A proxy appointed by a Shareholder is entitled to exercise, or abstain from exercising, any voting right of such Shareholder without direction, except to the extent that the relevant company's Articles, or the instrument appointing the proxy, provides otherwise.
  • If the instrument appointing a proxy or proxies has been delivered by a Shareholder to a company, then, for so long as that appointment remains in effect, any notice that is required in terms of the Companies Act or such company's Articles to be delivered to a Shareholder must be delivered by such company to:
    • the relevant Shareholder; or
    • the proxy or proxies, if the relevant Shareholder has: (i) directed such company to do so, in writing and (ii) paid any reasonable fee charged by such company for doing so.

Notes:

1. Each Shareholder is entitled to appoint one (or more) proxies (none of whom need be a Shareholder of the Company) to attend, speak and vote in place of that Shareholder at the General Meeting.
2. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder's choice in the space/s provided with or without deleting “the chairman of the General Meeting” but the Shareholder must initial any such deletion. The person whose name stands first on the Form of Proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.
3. A Shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Shareholder in the appropriate box provided or “X” should the Shareholder wish to vote all Shares held by him. Failure to comply with the above will be deemed to authorise and direct the proxy to vote or abstain from voting at the General Meeting as he/she deems fit, in respect of all the Shareholder's votes exercisable at the meeting.
4. Completed Forms of Proxy must be lodged at, posted or emailed to the Secretaries at the addresses set out below so as to be received by the Secretaries by not later than 5:00 pm (GMT) on Monday, 16 November 2026 provided that any Form of Proxy not delivered to the Secretaries by this time may be emailed to the Secretaries (see email address below) (who will provide same to the chairman of the General Meeting), at any time before the appointed proxy exercises any Shareholder rights at the General Meeting.
5. The completion and lodging of this Form of Proxy will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.
6. The chairman of the General Meeting may accept or reject any Form of Proxy not completed and/or received in accordance with these notes or with the Articles of the Company.
7. Any alteration or correction made to this Form of Proxy must be initialed by the signatory/ies.
8. Documentary evidence establishing the authority of a person signing this Form of Proxy in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this Form of Proxy, unless previously recorded by the Company or the Secretaries.
9. Where this Form of Proxy is signed under power of attorney, such power of attorney must accompany this Form of Proxy, unless it has been registered by the Company or the Secretaries or waived by the chairman of the General Meeting.
10. Where Shares are held jointly, all joint holders are required to sign this Form of Proxy.
11. A minor Shareholder must be assisted by his/her parent/guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Company or the Secretaries.
12. Dematerialised Shareholders who do not own Shares in “own-name” dematerialised form and who wish to attend the General Meeting, or to vote by way of proxy, must contact their CSDP, CSDBP or broker who will furnish them with the necessary letter of representation to attend the General Meeting or to be represented thereat by proxy. This must be done in terms of the agreement between the Shareholder and his/her CSDP, CSDBP or broker.
13. This Form of Proxy shall be valid at any resumption of an adjourned meeting to which it relates although this Form of Proxy shall not be used at the resumption of an adjourned meeting if it could not have been used at the General Meeting from which it was adjourned for any reason other than it was not lodged timeously for the meeting from which the adjournment took place. This Form of Proxy shall in addition to the authority conferred by the Companies Act except insofar as it provides otherwise, be deemed to confer the power generally to act at the General Meeting in question, subject to any specific direction contained in this Form of Proxy as to the manner of voting.
14. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given, provided that no notification in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Secretaries before the commencement of the meeting or adjourned meeting at which the proxy is used.
15. Any proxy appointed pursuant to this Form of Proxy may not delegate her or his authority to act on behalf of the relevant Shareholder.
16. In terms of section 71of the Companies Act, unless revoked, an appointment of a proxy pursuant to this Form of Proxy remains valid only until the end of the General Meeting or any adjournment of the General Meeting.

10. VIRTUAL MEETING GUIDE

Accessing the General Meeting

To attend, participate in, and vote at the General Meeting, please follow the instructions below:

1. Device Requirements

You will require an internet-enabled device (such as a smartphone, tablet, laptop, or desktop computer) with access to a web browser or the Corpserve eAGM Mobile App.

2. Create a Corpserve eAGM Account

If you do not already have a Corpserve eAGM account, you are encouraged to create one well before the meeting date by clicking on the meeting link and selecting “Create Account.”

3. Meeting Access

Approximately 10 minutes before the scheduled commencement of the General Meeting, you will require:

• the eAGM meeting link; and
• your unique Meeting Token.

4. Joining the Meeting

Click on the eAGM meeting link and:

• Select “Use Meeting Token” if you have already received your Meeting Token; or
• Log in using your existing username and password.

If you have forgotten your login credentials, click “Forgot Password?” and follow the prompts to reset your password.

5. Meeting Registration

If you have not yet registered for the ZCCM Investments Holdings Plc General Meeting:

• Select the meeting from the list of available meetings.
• Complete the registration process.
• Upon successful registration, a Meeting Token will be sent to your registered email address for use on the meeting day.
• Thereafter, follow the instructions provided under Step 4 above.

6. Guest Access

Guests may attend the General Meeting as observers only. They will be able to watch and listen to the proceedings but will not be entitled to ask questions or vote. Guest access is secured through approvals or accreditation from ZCCM Investments Holdings Plc

Navigating the Meeting Platform

Asking Questions

If you wish to ask a question during the meeting:

1. Click the Q&A icon located at the bottom of your screen.
2. Enter:
   • Capture your question.
3. Click Send.

Speaking During the Meeting

If you would like to address the meeting verbally:

1. Click the Raise Hand icon.
2. Wait to be recognised by the Chairperson.
3. Once recognised, your microphone will be unmuted, and you will be invited to speak.

How to Exercise Your Vote

1. Meeting Token

Eligible shareholders and duly appointed representatives will receive a unique Meeting Token:

• electronically via email following registration; or
• on a printed token slip for shareholders attending the meeting physically.

2. Opening of Voting

Electronic voting will become available immediately after the Chairperson formally opens the General Meeting.

3. Voting Electronically

Using the Web Portal

• Select the “Vote” tab.
• The electronic ballot containing all resolutions will be displayed.

Using the Corpserve eAGM Mobile App

• Enter your Meeting Token.
• The resolutions available for voting will automatically appear.

4. Unable to Access the Voting Tab?

If the Vote tab is not visible, access the voting platform directly using the following link: https://shareportal.corpservezambia.com.zm/ and follow the Step 2 instructions.

5. Casting Your Vote

The electronic ballot will display each resolution exactly as published in the Notice of General Meeting.

For each resolution, select one of the following options:

• For
• Against
• Abstain

After making your selections:

1. Scroll to the bottom of the ballot.
2. Click Submit.

6. Confirmation of Vote

Upon successful submission, a confirmation message will appear on your screen confirming that your vote has been received.

7. Important Notice

Please carefully review your selections before clicking Submit.

Once submitted, your vote is final and cannot be withdrawn, amended, or resubmitted.

8. Shareholders Attending Physically

Shareholders attending the meeting in person who do not have a suitable internet-enabled device will be assisted by Corpserve personnel with electronic voting.

Access Time

Please note that both the virtual meeting room and the electronic voting platform will become accessible 10 minutes before the scheduled commencement of the General Meeting.

_____________________________________________________________________________________________________________

11. REGISTRATION FORM

To be held on Wednesday, 18 November 2026 at 10:00 am

• • Shareholders or their proxies who wish to participate in the General Meeting (“Participants”), must register with CORPSERVE by emailing the signed form below (“the application”) to info@corpservezambia.com.zm or register electronically through the eAGM Link: https://shareportal.corpservezambia.com.zm/ by no later than 10:00 am on Tuesday 17 November 2026.
  • The application may also be delivered to CORPSERVE, [6 Mwaleshi Road, Olympia Park, Lusaka], so as to be received by CORPSERVE by no later than the time and date set out above.
  • Participants will be able to vote during the General Meeting through an electronic participation platform. Such Participants, should they wish to have their vote(s) counted at the General Meeting, must provide CORPSERVE with the information requested below.
  • Each shareholder, who has complied with the requirements below, will be via email with a unique link to allow them to participate in the General Meeting electronically.
  • The cut-off time, for administrative purposes to participate in the General Meeting will be at 10:00 am (GMT) on Tuesday, 17 November 2026.
  • The Participant's unique access credentials and voting link will be forwarded to the email/mobile number provided below.
  • Please take note of the Virtual Meeting Guide attached to the Notice of General Meeting for further instructions for electronic participation.
    • Application form

• • Participants are responsible for any internet, data, or telephone charges incurred when attending the General Meeting.
  • Participants acknowledge that the virtual meeting platform is provided by third parties. ZCCM-IH, CORPSERVE and their service providers shall not be responsible for any loss, damage or claim arising from technical issues, interruptions or failures affecting access to or participation in the General Meeting.
  • Participants will be able to vote during the General Meeting through an electronic participation platform. Such Participants, should they wish to have their vote(s) counted at the General Meeting, must act in accordance with the requirements set out above.
  • The application will only be deemed successful if this application form has been fully completed and signed by the Participant and delivered or emailed to CORPSERVE a info@corpservezambia.com.zm

By signing this registration form, I agree and consent to the processing of my personal information above for the purpose of participation in the General Meeting.

Schedule – Proposed Amendments to the Articles of Association

EXPLANATORY STATEMENT ON THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF ZCCM-IH PLC

This Explanatory Statement sets out the proposed amendments to the Articles referred to in section 1.4 of this Circular.

Unless otherwise indicated, references in this Explanatory Statement to Article numbers are references to the corresponding provisions of the Articles.

Where an amendment results in the insertion, deletion or renumbering of an Article, all necessary consequential amendments to numbering and cross-references are to be read as forming part of the proposed amendment.

Shareholders should read this Explanatory Statement together with section 1.4 of the Circular and Special Resolution Number 1 contained in the Notice of General Meeting.

1. Introduction

1. 1. Under proposed Special Resolution Number 1 contained in the Notice of General Meeting, to be considered at the General Meeting on Wednesday, 18 November 2026, ZCCM-IH PLC (the “Company” or “ZCCM-IH”) proposes to amend its Articles of Association dated 10 November 2025 (the “Articles”) to:

1.  to align the Articles with the State-Owned Enterprises Act No. 10 of 2026 (the “State-Owned Enterprises Act”), which came into force on 15 May 2026, and which introduces certain governance requirements applicable to state-owned enterprises and to make related amendments required by the Companies Act No. 10 of 2017 (the “Companies Act”), the Securities Act No. 41 of 2016 (the “Securities Act”) and the listing requirements of the Lusaka Securities Exchange PLC dated 17 September 2012 (the “LuSE Listing Rules”);

2. facilitate the Odd-Lot Offer to Shareholders holding fewer than 100 Shares in the Company;

3. facilitate the establishment of a depositary interest arrangement, through which interests in ZCCM-IH Shares held on the United Kingdom register may be traded in uncertificated form through the CREST system, given that the Shares of a foreign company cannot be traded directly through the CREST system.

1. 2. In addition, a broader review of the Articles identified provisions requiring amendment to update statutory and regulatory references and terminology, address obsolete, duplicative or inconsistent provisions, improve internal consistency and correct drafting and cross-referencing matters.

1. 3. This Explanatory Statement contains the material amendments proposed to the Articles, together with the relevant provisions of the existing Articles and an explanation of the rationale for the proposed changes.

1. 4. Under Article 1.1 (Definitions), certain definitions have been amended, other definitions have been introduced and definitions which are no longer required have been removed to give effect to the amendments to the Articles. The insertion, deletion and relocation of provisions has also resulted in consequential renumbering and changes to internal cross-references. New headings and subheadings have been introduced where appropriate, and minor amendments have been made to capitalisation, defined terms and terminology where these do not alter the substantive effect of the relevant provisions.

1. 5. The following documents will be available for inspection during normal business hours, excluding Saturdays, Sundays and public holidays, at the Company's Registered Office at ZCCM-IH Office Park, Stand No. 16806, Alick Nkhata Road, Mass Media Complex Area, Lusaka, Zambia from the date of the Notice of General Meeting until the close of the Annual General Meeting:

1. a copy of the Company's existing Articles;

2. A blackline compare version of the existing Articles with the proposed amended Articles, marked to show all the proposed changes; and

3. a clean version of the amended Articles proposed for adoption at the Annual General Meeting.

2. Proposed material amendments