ZCCM : NOTICE OF EXTRAORDINARY GENERAL MEETING

information fournie par Actusnews •26/10/2026 à 11:00

SENS ANNOUNCEMENT

(the “Notice” or “Announcement”)

ISSUER

ZCCM INVESTMENTS HOLDINGS PLC (“ZCCM-IH”)

[Incorporated in the Republic of Zambia]

Company registration number: 119540000771

Share Code: ZCCM-IH

ISIN: ZM0000000037

Authorized by: Charles Mjumphi – Company Secretary

SPONSOR

Stockbrokers Zambia Limited

[Founder Member of the Lusaka Securities Exchange]

[Regulated and licensed by the Securities and Exchange Commission of Zambia]

Website: www.sbz.com.zm

APPROVAL

The captioned Notice or Announcement has been approved by:

1. the Lusaka Securities Exchange (“LuSE”)
2. the Securities and Exchange Commission (“SEC”)
3. ZCCM Investment Holdings Plc (“ZCCM-IH”)
4. Stockbrokers Zambia Limited

RISK WARNING

The Notice contained herein contains information that may be of a price sensitive nature.

Investors are advised to seek the advice of their investment advisor, stockbroker, or any professional duly licensed by the Securities and Exchange Commission of Zambia to provide securities advice.

ISSUED: 26 October 2026

ZCCM INVESTMENTS HOLDINGS PLC

[Incorporated in the Republic of Zambia]

Company 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”]

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.

RECORD DATES, VOTING AND PROXIES

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.

ELECTRONIC PARTICIPATION AT THE EXTRAORDINARY GENERAL MEETING

1. 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/

1. 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

1. To sign up for the Meeting, a shareholder must have a working email and an active cell phone number.

1. 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.
2. 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 Playstore: https://play.google.com/store/apps/details?id=zm.co.corpserve_zm&pli=1

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

1. 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
2. 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.
3. 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.
4. 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.
5. In-person registration of Extraordinary General Meeting participants will be permitted.
6. 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.

ELECTRONIC VOTING AT THE EXTRAORDINARY GENERAL MEETING

1. 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.
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 on Tuesday 17 November 2026, at corporate@zccm-ih.com.zm .These questions will be addressed at the General Meeting.
3. 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

Issued in Lusaka, Zambia on 26 October 2026