CIRCULAR TO ZCCM-IH SHAREHOLDERS

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 Req