Proposed Entry of Strategic Equity Partner in Mopani

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

The definitions and interpretations commencing on page 7 of this Circular apply throughout this Circular, including this cover page (unless specifically defined where used or the context indicates a contrary intention).

Action Required:

• Shareholders are referred to page 4 of this Circular, which sets out the action required of them regarding the ZCCM-IH Extraordinary General Meeting, full details of which are set out in this Circular. If you are in any doubt as to the action you should take, please consult your broker, bank manager, legal advisor, accountant, or other professional advisor.

• If you have disposed of all your ZCCM-IH shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to the broker, banker, or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmitted by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory.

ZCCM INVESTMENTS HOLDINGS PLC

[Incorporated in the Republic of Zambia]

Company Registration Number: 119540000771

Share Code: ZCCM-IH

ISIN: ZM0000000037

(“ZCCM-IH” or “the Company”)

CIRCULAR TO SHAREHOLDERS

Regarding:

• The up to US$1.1 billion capital investment by International Resources Holding RSC Ltd, through its wholly owned subsidiary, Delta Mining Limited, for a 51% interest in Mopani Copper Mines plc and the formation of a strategic partnership with ZCCM-IH. The investment will comprise US$620 million in new equity capital, up to US$100 million in settlement of existing third-party letters of credit and up to US$380 million of additional shareholder loans (the “Transaction”).

and enclosing:

• A Notice convening an Extraordinary General Meeting of ZCCM-IH shareholders to consider the proposed Transaction; and
• A Form of Proxy.

Sponsoring Broker Stockbrokers Zambia Ltd

Transaction Advisor Rothschild & Co

Independent Reporting Accountant BDO Zambia

Legal Advisor Chibesakunda and Company

International Legal Advisor Baker & McKenzie LLP

Competent Person SRK

Transfer Secretary Corpserve Transfer Agents

Date of Issue: 2^nd February 2024

This Circular is available in English only. Copies of this Circular may be obtained from the registered office of ZCCM-IH, the Sponsoring Broker and the Transfer Secretary whose addresses are set out in the “Corporate Information and Advisors” section of this Circular and will be available from 2^nd February 2024. The Circular will also be available in electronic form from the LuSE's website (www.LuSE.co.zm), ZCCM-IH's website (www.zccm-ih.com.zm) and SBZ's website (www.sbz.com.zm) from 2^nd February 2024

CONTENTS

CONTENTS 2

CORPORATE INFORMATION AND ADVISORS 3

ACTION REQUIRED BY ZCCM-IH SHAREHOLDERS 4

IMPORTANT INFORMATION 5

SALIENT DATES AND TIMES 6

DEFINITIONS AND INTERPRETATIONS 7

SALIENT FEATURES OF THE TRANSACTION 12

1. CIRCULAR TO SHAREHOLDERS 15

2. GENERAL INFORMATION 30

3. INFORMATION RELATING TO THE DIRECTORS AND SENIOR MANAGEMENT OF ZCCM-IH AND ITS SUBSIDIARIES 32

ANNEXURE I: COMPETENT PERSON'S REPORT ON MOPANI 51

ANNEXURE II: INDEPENDENT REPORTING ACCOUNTANT'S REPORT 54

ANNEXURE III: EXTRACTS FROM ZCCM-IH'S ARTICLES OF ASSOCIATION 137

NOTICE OF EXTRAORDINARY GENERAL MEETING 139

CORPORATE INFORMATION AND ADVISORS

Company's Registered Address ZCCM-IH Office Park Stand No. 16806 Alick Nkhata Road, Mass Media Complex Area Lusaka, Zambia	Company Secretary Charles Mjumphi ZCCM-IH Office Park Stand No. 16806 Alick Nkhata Road, Mass Media Complex Area Lusaka, Zambia
Sponsoring Broker Stockbrokers Zambia Limited 32 Lubu Road, Longacres P.O. Box 38956 Lusaka, Zambia	Independent Reporting Accountant BDO Zambia The Gallery Office Park Lagos Road, Rhodes Park P.O. Box 35139 Lusaka, Zambia
Competent Person SRK Consulting (UK) Limited 5th Floor Churchill House Churchill Way Cardiff, Wales	Transfer Secretary Corpserve Transfer Agents Limited 6 Mwaleshi Road Olympia Park Lusaka, Zambia
Legal Advisor Chibesakunda & Co CCO House, Stand No. 2374 Kelvin Siwale Road Lusaka, Zambia	Transaction Advisor Rothschild & Co., South Africa Propriety Limited (Pty) Ltd 7th Floor, 144 Oxford 144 Oxford Road, Rosebank Johannesburg, Gauteng, South Africa
International Legal Advisor Baker & McKenzie LLP 280 Bishopsgate London, UK EC2M 4RB	Subject of the Category 1 Transaction Mopani Copper Mines plc Nkana Central Office Central Street Nkana West Kitwe, Zambia

ACTION REQUIRED BY ZCCM-IH SHAREHOLDERS

The Definitions and Interpretations commencing on page 7 of this Circular apply throughout this Circular and to this section.

This Circular is important and requires your immediate attention.

COURSES OF ACTION

Please take careful note of the following provisions regarding the action required by Shareholders: This Circular is important and requires your immediate attention. Please take careful note of the following provisions regarding the action required by ZCCM-IH's Shareholders. If you are in any doubt as to the action you should take in relation to this Circular, please consult your stockbroker, banker, legal advisor, accountant, or other professional advisor immediately. If you have disposed of all your ZCCM-IH shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to the stockbroker, banker, or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmitted by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory. Contents of the Circular This Circular contains information relating to the up to US$1.1 billion investment by International Resources Holding RSC Ltd, through its wholly owned subsidiary, Delta Mining Limited, for a 51% interest in Mopani Copper Mines plc and the formation of a strategic partnership with ZCCM-IH. The investment will comprise of US$620 million in new equity capital, up to US$100 million in settlement of existing third-party letters of credit and up to US$380 million of shareholder loans (the “Transaction”). The Extraordinary General Meeting (EGM) The implementation of the proposed Transaction is subject to the shareholders of ZCCM-IH passing the requisite resolutions. The ZCCM-IH EGM has been convened in terms of the Notice of the EGM commencing on page 139 of this Circular for consideration by shareholders, and, if deemed fit, passing, with or without modification, the resolutions necessary to approve and implement the Transaction. The EGM will be held in person at Mulungushi International Conference Centre, Kenneth Kaunda Wing, Banquet Hall Number 2 and virtually via Video Conferencing on the following link https://eagm.creg.co.zw/eagm/Login.aspx at 10:00hrs on Friday, 23rd February 2024. Presentation at the EGM A presentation explaining the salient features and the rationale for the Transaction will be made to the Shareholders at the EGM. Shareholders will be accorded the opportunity to seek clarity regarding the Transaction, if required.

IMPORTANT INFORMATION

The definitions as set out in the “Definitions and Interpretations” section of this Circular apply to this section regarding important information.

No person has been authorised by ZCCM-IH to give any information or to make any representation not contained in or not consistent with this Circular or any other information supplied in connection with the Transaction. If given or made, such information or representation must not be relied upon as having been authorised by ZCCM-IH, the Sponsoring Broker, the Reporting Accountant, the Legal Advisor, the International Legal Advisor, the Transaction Advisor or the Transfer Secretary. The delivery of this Circular shall not create any implication that there has been no change in the affairs of ZCCM-IH since the date of the publication of this Circular. Further, the delivery of this Circular shall not create any implication that any other financial statement or other information supplied in connection with and which is correct as of the date of the Circular shall remain correct at any time after the date indicated in the document containing the same.

The distribution of this Circular in certain jurisdictions may be restricted by law. Persons into whose possession this Circular comes are required by ZCCM-IH, the Sponsoring Broker, the Reporting Accountant, the Legal Advisor, the International Legal Advisor, the Transaction Advisor and the Transfer Secretary to inform themselves about and to observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Market and industry data

Market and other statistical information used throughout this Circular are based on independent industry publications, government publications or other published independent sources. Although ZCCM-IH believes these sources are reliable, the Company has not verified the information independently and cannot guarantee its accuracy and completeness.

Forward looking statements

This Circular includes certain “forward-looking information”. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation those concerning: ZCCM-IH's strategy; financial results, growth prospects and outlook of ZCCM-IH's operations, individually or in the aggregate; ZCCM-IH's liquidity and financial position; and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect ZCCM-IH's current expectations concerning future results and events and generally may be identified using forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Similarly, statements that describe ZCCM-IH's objectives, plans or goals are or may be forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause ZCCM-IH's actual results, performance, or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by these forward-looking statements. Although ZCCM-IH believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.

ZCCM-IH shareholders should carefully review all information, including the pro forma financial statements and the notes to the pro forma financial statements, included in this Circular. The forward-looking statements included in this Circular are made only as of the Last Practicable Date. The delivery of this Circular does not at any time imply that the information contained herein is correct at any time after the Last Practicable Date or that any other information supplied in connection with this Transaction is correct as of any time after the date indicated in the document containing the same.

ZCCM-IH undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Circular or to reflect the occurrence of unanticipated events. All forward-looking statements in this Circular and all subsequent written and oral forward-looking statements attributable to ZCCM-IH or any person acting on its behalf have not been reviewed and reported on by ZCCM-IH's auditors in accordance with ISAE 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information included in a prospectus.

SALIENT DATES AND TIMES

Announcement relating to the issue of the Circular released on SENS, RNS and Euronext on	22nd December 2023
Announcement relating to the issue of the Circular published in the press on	26th December 2023
Circular posted to the Shareholders on	2nd February 2024
Last day to lodge forms of proxy for the EGM with the transfer secretaries, by no later than 10:00. (Forms of proxy not lodged with the Company or transfer secretaries in time may be handed to the chairperson of the general meeting immediately before the commencement thereof)	22nd February 2024
The EGM of the Shareholders	23rd February 2024
Results of the EGM released on SENS, RNS and Euronext on	23rd February 2024
Results of the EGM published in the press on	27th February 2024
Notes: All times referred to in this Circular are Zambian times. The above dates and times are subject to amendment. Any material variation of the above dates and/or times will be published in the local press.

QUERIES

If you have any questions on any aspects of this Circular, please contact your legal advisor or other professional advisors, or the Sponsoring Broker, Stockbrokers Zambia Limited respectively at the contact details below:

Stockbrokers Zambia Limited

Tel: +260 211 232 456

Email: advisory@sbz.com.zm

DEFINITIONS AND INTERPRETATIONS

The following definitions apply throughout this Circular, unless otherwise stated or the context requires otherwise. In this Circular, unless otherwise indicated, the words or phrases in the left-hand column bear the meaning stipulated in the right-hand column. Words in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons (whether corporate or unincorporated and vice versa) and words in the masculine shall import both the feminine and neuter.
"Agreed Form"	A document or agreement in a form which has been agreed by the parties to that document;
“Annual Report”	A corporate document disseminated to Shareholders that spells out ZCCM-IH's financial condition and operations over the previous year;
“Articles”	The Articles of Association of ZCCM-IH;
“Authorised Share Capital”	ZCCM-IH's authorised share capital of K2,000,000 divided as follows: 120,000,000 “A” Ordinary Shares of K0.01 each; and 80,000,000 “B” Ordinary Shares of K0.01 each;
“Authority”	Any supra-national, national, state, municipal or local government (including any ministry, sub-division, court, judicial committee, administrative agency or commission or other authority thereof) or any governmental or quasigovernmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (including any tribunal, securities exchange, competition or antitrust authority, or supervisory body);
"Carlisa"	Carlisa Investments Corp. a company incorporated in the British Virgin Islands whose registered office is at P O Box 3174, Wickham's Cay II, O'Neal Marketing Associates Building, Road Town, VG1110 British Virgin Islands, with registered number 211422. Carlisa is an affiliate of Glencore;
“CCPC”	Competition and Consumer Protection Commission, a statutory body established under the Competition Act with a dual mandate to review the operation of markets in the Zambian Economy, the conditions of competition in those markets and to protect consumers;
“Circular” or “Document”	This Circular to ZCCM-IH shareholders which sets out the details of the proposed Transaction;
“Claims”	To the extent accruing, falling due (or arising by reason of facts, circumstances or events taking place), prior to the Effective Date, any actions, causes of actions (including derivative actions or causes of action), suits, proceedings, judgments, awards, assessments, reassessments, claims (including, but not limited to, any alleged statutory, contractual, derivative or equitable claims for indemnification or reimbursement or award of attorneys' fees), rights, demands for damages, loss, or injury, liabilities, obligations, debts, sums of money, indemnity, expenses, interest, costs, set-offs and claims of any and every kind and nature whatsoever known or unknown, suspected or unsuspected, accrued or unaccrued (whether legal, arbitral, regulatory or other), in any jurisdiction;
“Closing”	The completion of the subscription by Delta for the Investor Shares following satisfaction or waiver of the conditions precedent to the Transaction in accordance with the Investment Agreement.
“Closing Date”	The date upon which Closing occurs;
“Companies Act”	The Companies Act No. 10 of 2017 of the Laws of Zambia as amended and repealed from time to time;
“COMESA”	The Common Market for Eastern and Southern Africa established pursuant to the COMESA Treaty;
“COMESA Competition Commission”	The COMESA Competition Commission established pursuant to the COMESA Treaty and regulations issued with respect thereto;
“Competition Act”	The Competition and Consumer Protection Act, No. 24 of 2010, as amended and repealed from time to time;
"Completion Disclosure Letter"	Letter to be issued on the Closing Date between Delta and ZCCM-IH containing disclosures made by ZCCM-IH against the warranties given by ZCCM-IH and Mopani under the Investment Agreement as at the Closing Date;
“Corpserve “or “Transfer Secretary”	A private company incorporated under the Companies Act No. 10 of 2017 of the laws of Zambia, providing share transfer secretarial services to companies quoted and listed on the LuSE
Competent Persons Report” or “CPR”	Competent Persons Report set out in this Circular and prepared by SRK Consulting (UK) Limited;
“CSD”	The Central Securities Depository maintained by the LuSE;
"Delta"	Delta Mining Limited, a company incorporated under the laws of the United Arab Emirates with registered number 995, having its principal place of business at International Resources Holding RSC Ltd, C-12, Al Halawi Street, Al Muntazah, Abu Dhabi, UAE. Delta is a wholly owned subsidiary of IRH;
"Delta Trading Offtake Agreement"	Agreement to be entered into between Mopani and Delta or an affiliate of Delta at or prior to and effective as of the Closing Date in respect of the sale and purchase of offtake products (including copper cathodes) from Mopani;
“Directors”	The executive and non-executive directors of the board of ZCCM-IH;
"Disclosure Letter"	Letter dated 22 December 2023 between Delta and ZCCM-IH containing disclosures made by ZCCM-IH against the warranties given by ZCCM-IH and Mopani under the Investment Agreement;
“Earnings Per Share” or “EPS”	The amount of income earned during a period per share of common stock;
“EGM”	The Extraordinary General Meeting of ZCCM-IH shareholders to be held in person at Mulungushi International Conference Centre, Kenneth Kaunda Wing, Banquet Hall and virtually via Video Conferencing on the following link https://eagm.creg.co.zw/eagm/Login.aspx at 10:00hrs on Friday, 23rd February 2024;
"Finance Documents Release Deed"	Deed of termination to be entered into between Glencore, Carlisa, ZCCM-IH and Mopani at or prior to and effective as of the Closing Date: (i) releasing the security interests related to the facility agreements originally dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and presently between Glencore and Mopani; and (ii) terminating a side letter dated 20 January 2023 between ZCCM-IH, Glencore and Carlisa to the bridge facility agreement dated 20 January 2023, as amended and restated from time to time and presently between ZCCM-IH as lender and Mopani as borrower;
"Glencore"	Glencore International AG, a limited liability company incorporated in Switzerland whose registered office is at Baarermattstrasse 3, P.O. Box 1363, 6341 Baar, Switzerland. Glencore is an affiliate of Carlisa;
"Glencore Novation Deed"	Deed of novation to be entered between Delta, Glencore, Mopani and ZCCM-IH at or prior to and effective as of the Closing Date in respect of the novation of the facility agreements originally dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and presently between Glencore and Mopani, from Glencore to Delta;
"Glencore Payment Covenant"	Agreement for the payment of US$150 million (plus interest at SOFR plus 5%) to Glencore at or following the Closing Date as part consideration for the Glencore Novation Deed, Glencore Royalty Agreement and Offtake Deed of Termination, as described under paragraph 8.21;
"Glencore Royalty Agreement"	Agreement to be entered into between Mopani and Glencore at or prior to and effective as of the Closing Date in respect of a 10% royalty to be paid to Glencore in respect of any excess if the price of copper per metric ton exceeds US$12,000 in any calendar month from the date of the agreement till 30 June 2036 or the date the agreement is terminated by agreement of Mopani and Glencore;
"Glencore Transfer Agreements"	Collectively, the Glencore Novation Deed, Glencore Payment Covenant, Glencore Royalty Agreement and Offtake Deed of Termination;
“GRZ”	The Government of the Republic of Zambia.
“Headline Earnings Per Share” or “HEPS”	The amount of income earned during a period per share of common stock, excluding extraordinary items;
“Holders of Record Report” or “HOR”	A report issued by the CSD, listing all holders of securities on a specific date;
“IDC”	Industrial Development Corporation Limited, a company duly registered and incorporated under the Companies Act No. 10 of 2017 of the laws of Zambia under registration number 119056. IDC is wholly owned by the Ministry of Finance and National Planning, on behalf of the GRZ, pursuant to the Ministry of Finance (Incorporation) Act Chapter 349 of the laws of Zambia. IDC serves as the holding company for GRZ state-owned companies and investments in companies incorporated under the Companies Act. IDC owns 60.3% direct shareholding and voting rights in ZCCM-IH. GRZ, through the Minister of Finance owns 17.16% direct shareholding and voting rights in ZCCM-IH. Thus, the total overall interest of GRZ in ZCCM-IH is 77.6%;
"IHC"	International Holding Company PJSC, a company incorporated under the laws of the United Arab Emirates with registered number CN-1002201, having its registered office at 2nd Floor, Royal Group Building, Khalifa Park, Abu Dhabi, UAE. IHC is the ultimate controller of IRH;
"Independent Reporting Accountant"	BDO Zambia, an accounting firm duly licenced by the Zambia Institute of Chartered Accounts;
"Intercreditor Agreement"	Agreement to be entered into between Delta, ZCCM-IH and Mopani at or prior to and effective as of the Closing Date outlining that the proceeds of the enforcement of the Investor Loan Security Agreement shall be applied in repayment of the Investor Loan Agreement and the ZCCM Shareholder Loan Agreement;
"Interim Funding Agreement"	Agreement dated 12 January 2024 between Mopani, ZCCM-IH and Delta outlining the terms under which Delta has provided up to US$130 million of funding to Mopani prior to Closing;
"International Legal Advisor"	Baker & McKenzie LLP (BM);
"Investment Agreement"	The investment agreement dated 22 December 2023 documenting the terms of the Transaction, between Delta, ZCCM-IH and Mopani;
“Investor Glencore Letter”	Letter to be provided by the Investor Guarantor to Delta, ZCCM-IH and Mopani prior to the Closing Date whereby the Investor Guarantor confirms it has funds available and shall ensure these will be committed by it to Delta in order that Delta can meet its obligation to pay US$400 million to Glencore on the Closing Date in accordance with the Investment Agreement;
"Investor Guarantor"	Either IHC or a member of IHC's group agreed by ZCCM-IH to be an entity of financial substance reasonably adequate in order to be able to provide the Investor Letter;
"Investor Letter"	Letter to be provided by the Investor Guarantor to Delta, ZCCM-IH and Mopani prior to the Closing Date whereby the Investor Guarantor guarantees certain payment obligations of Delta under the Investment Agreement and Shareholders' Agreement;
"Investor Loan Agreement"	Agreement including all terms of the facilities amended, consolidated and restated under the IRH ACRA;
"Investor Loan Security Agreement"	Charge to be granted at or prior to and effective as of the Closing Date by Mopani in favour of Delta over all assets of Mopani as security for Mopani's obligations under the Investor Loan Agreement;
“Investor Shares”	7,181,633 ordinary shares in Mopani, comprising 51% of the entire issued share capital of Mopani, issued to Delta pursuant to and in accordance with the Transaction;
IRH	International Resources Holding RSC Ltd, a company incorporated under the laws of the United Arab Emirates with registered number 000008631, having its registered office at C-12, Al Halawi Street, Al Muntazah, Abu Dhabi, UAE. IRH is Delta's sole shareholder and is ultimately controlled by IHC;
"IRH ACRA"	Deed of amendment, restatement and consolidation to be entered into between Mopani, Delta and ZCCM-IH at or prior to and effective as of the Closing Date in respect of the facility agreements originally dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and both presently between Glencore and Mopani;
“Legal Advisor”	Chibesakunda and Company (CCO);
“LuSE Listing Requirements”	The Listing Requirements of the LuSE, being the rules regulating equities listed on the LuSE;
“LuSE”	The Lusaka Securities Exchange plc, a public company incorporated under the laws of Zambia authorized and licensed by the SEC to operate the formal and centralised market for secondary trading of quoted and listed securities;
“Management”	The members of management of ZCCM-IH;
“Mineral Reserve”	The economically mineable material derived from a measured and/or indicated Mineral Resource. It is inclusive of diluting materials and allows for losses that may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, including consideration of, and modification by, realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justifiable. Mineral reserves are subdivided in order of increasing confidence into probable mineral reserves and proved mineral reserves;
“Mineral Resource”	A concentration or occurrence of material of economic interest in or on the earth's crust in such form and quantity that there are reasonable and realistic prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a mineral resource are known, estimated from specific geological evidence and knowledge, or interpreted from a well constrained and portrayed geological model. Mineral resources are subdivided, in order of increasing confidence in respect of geoscientific evidence, into Inferred, Indicated and Measured Resources;
“Mines Act”	The Mines and Minerals Development Act No. 11 of 2015;
“Mining Licences”	The (i) large scale mining licence number 7073 HQ-LML; and (ii) large scale mining licence number 7625-HQ-LML, each granted for 25 years and due to expire on 30 March 2025;
"Mopani" or “MCM”	Mopani Copper Mines plc;
“NAV”	Net asset value;
"Offtake Deed of Termination"	Deed of termination to be entered into between Mopani, ZCCM-IH, Carlisa and Glencore at or prior to and effective as of the Closing Date in respect of the cathode and anode slimes offtake agreements dated 31 March 2021, as amended from time to time, between Carlisa, Glencore and Mopani;
"PDP Completion Date"	The date on which "Practical Completion", as defined under the construction arrangements in respect of the last of the capital improvements anticipated by the Project Development Programme to achieve that stage, shall have taken place and all of the capital assets anticipated by the Project Development Programme have been in commercial operations for not less than 90 days;
"Permitted Transferee"	In relation to: (i) any shareholder of Mopani (other than Delta), any affiliate from time to time of that shareholder; and (ii) Delta, any of its affiliates from time to time and/or any person controlled by IHC or any governmental entity in the Emirate of Abu Dhabi, the United Arab Emirates;
"Project Development Programme" or “PDP”	The plan setting out the development and expansion of Mopani's mining operations in the agreed form including timing and anticipated budget for those matters, running for the 5 year period from the date of the Shareholders' Agreement, as may be amended, altered or varied from time to time;
“RNS”	The Regulatory News Services of the London Stock Exchange
“SEC”	The Securities and Exchange Commission of Zambia, a corporate body created under the Securities Act, and responsible for the regulation of the Zambian securities market and licencing of capital market operators;
“SEP”	Strategic equity partner;
“Securities Act” or “the Act”	The Securities Act No. 41 of 2016 of the laws of Zambia, as amended and repealed from time to time;
“SENS”	The Stock Exchange News Service of the LuSE;
“Shareholder”	A holder of ZCCM-IH ordinary shares registered in the ZCCM-IH share register;
"Shareholders' Agreement"	Shareholders' agreement in the Agreed Form and to be executed on the Closing Date between Mopani, ZCCM-IH and Delta on the Closing Date outlining the terms of Delta, ZCCM-IH and the GRZ's shareholding in Mopani from Closing;
"SOFR"	The secured overnight finance rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate);
“Sponsoring Broker”	Stockbrokers Zambia Limited, a licensed dealer under the Securities Act and founder member of the LuSE;
“SRK”	SRK Consulting UK Limited, the technical advisors to the Transaction;
“Stockbrokers Zambia Limited” or “SBZ”	A company incorporated under the laws of Zambia, providing corporate finance advisory services, and regulated and licensed by the SEC as a dealer and a member of the LuSE;
“Transaction”	IRH, through its wholly-owned subsidiary, Delta, will provide an equity investment of US$620 million through the subscription of new shares in Mopani. Delta will thus subscribe for Investor Shares, issued at US$86.33 per share. The Investor Shares, when issued, shall constitute 51% of the entire issued share capital of Mopani, with the balance of 49% being held by ZCCM-IH. Simultaneously, IRH will provide additional shareholder loans to Mopani including: (i) US$400 million to be paid to Glencore as part of the overall Mopani capital restructuring; and (ii) an amount equal to the outstanding amount payable under the ZCCM Shareholder Loan Agreement reduced pro rata to Delta's shareholding in Mopani;
"Transaction Advisor"	Rothschild & Co., South Africa Propriety Limited (Pty) Ltd;
“Transaction Agreements”	The following agreements relating to the Transaction: Investment Agreement; Shareholders' Agreement; Disclosure Letter; Completion Disclosure Letter; Investor Letter; Investor Glencore Letter; Tripartite Consent to Transaction; Tripartite Consent to IFA; IRH ACRA; ZCCM ARA; Investor Loan Agreement; ZCCM Shareholder Loan Agreement; Intercreditor Agreement; Glencore Novation Deed; Finance Documents Release Deed; Offtake Deed of Termination; Delta Trading Offtake Agreement; Interim Funding Agreement; Investor Loan Security Agreement; Glencore Royalty Agreement; Glencore Payment Covenant; and The agreements and letters at (b), (d) to (f), (i) to (q) and (s) to (v) are in draft form and shall be executed on or prior to the Closing Date and the agreements and letters at (a), (c), (g), (h) and (r) have been executed prior to the date of this Circular.
“Transfer Secretary”	Corpserve Transfer Agents Limited;
"Tripartite Consent to Transaction"	Letter of consent dated 22 December 2023 between Glencore, Mopani and ZCCM-IH whereby Glenore agrees to waive any restrictions under facility agreements dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and both presently between Glencore and Mopani in relation to the Transaction;
"Tripartite Consent to IFA"	Letter of consent dated 12 January 2024 between Glencore, Mopani, ZCCM-IH and Delta whereby Glenore agrees to waive any restrictions under facility agreements dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and both presently between Glencore and Mopani in relation to the Interim Funding Agreement;
“USD” or “US$”	United States of America Dollar;
"ZCCM ARA"	Deed of amendment and restatement, to be entered into executed on the Closing Date between ZCCM-IH and Mopani at or prior to and effective as of the Closing Date in relation to a bridge facility agreement dated 20 January 2023, as amended and restated from time to time and, presently between ZCCM-IH as lender and Mopani as borrower;
“ZCCM-IH” or “the Company”	ZCCM-IH Investments Holdings plc, a company duly registered and incorporated pursuant to the Companies Act No. 10 of 2017;
"ZCCM Shareholder Loan Agreement"	Agreement including all terms of the facilities amended and restated under the ZCCM ARA;
“ZMW” or “K” or “Kwacha”	Zambian Kwacha, the legal currency of the Republic of Zambia; and
“ZRA”	The Zambia Revenue Authority, an autonomous body established by the Zambia Revenue Authority Act Chapter 321 of the Laws of Zambia responsible for the collection of taxes for and on behalf of the Zambian government.

SALIENT FEATURES OF THE TRANSACTION

This summary section highlights certain information contained in this Circular, which should be read in its entirety for a full appreciation of the subject matter contained herein. If you are in any doubt as to its meaning, or what action to take, please consult, a licensed broker, investment advisor, accountant, lawyer, or other professional advisor immediately.

This section does not purport to be complete and is taken from, and is qualified by, the remainder of this Circular. Capitalised terms not otherwise defined in this section have the same meaning as used in the “Definitions and Interpretations” section of this Circular.

Principal Purpose of the Transaction
Strategic Rationale: Mopani is one of the most important and strategic copper mining operations in Zambia, with a long history that is synonymous with the growth and development of the Copperbelt. ZCCM-IH took full control of Mopani from Glencore in 2021, with a plan to find a suitable SEP that could help to complete the expansion of the business and provide the necessary capital to grow the business. The introduction of IRH as the SEP, through its wholly owned subsidiary, Delta, and subsequent investment of US$620 million in new equity enables the recapitalisation of Mopani's balance sheet, including the elimination of Glencore's existing debt burden. The SEP transaction, together with the formation of a strategic partnership between IRH and ZCCM-IH are significant milestones that will facilitate Mopani's growth objectives to achieve its copper cathode production target of 200,000 tonnes per annum over the next three years. Inevitably, Mopani's success drives value to not only ZCCM-IH shareholders, but the broader stakeholder universe across the Copperbelt, including employees, communities, and the Zambian economy. Further information detailing background to the SEP process, the rationale for the selection of IRH as SEP, and the benefits for ZCCM-IH can be found under Section 2.
Salient Features of the Transaction
Terms of the Transaction The proposed Transaction involves, with effect from the Closing Date, the: subscription by Delta for 7,181,633 shares in Mopani, comprising 51% of the entire issued share capital of Mopani, at a total price of US$620 million being a price per share of US$ 86.33 of which US$ 85.33 per share is share premium. The US$620 million will be used primarily to complete Mopani's capital projects, and to stabilise the working capital position of the business and is structured as follows; An amount of up to US$220 million will be paid by closing of the Transaction, of which up to US$130 million shall be advanced to Mopani prior to closing of the Transaction via an interim financing loan to assist with Mopani's immediate short term capital commitments. This interim financing loan is guaranteed via a bank guarantee provided by Zambia National Commercial Bank Plc. The US$130 million interim financing loan from Delta is structured as a short term debt instrument to allow Delta to provide funding to Mopani prior to closing of the Transaction, and will be converted into equity upon closing of the Transaction (comprising partial payment of the US$620 million equity subscription); and US$19 million of the US$220 million will be applied as partial repayment of the bridge facility agreement dated 20 January 2023, as amended and restated from time to time, and presently between ZCCM-IH as lender and Mopani as borrower (the "ZCCM Shareholder Loan") at closing of the Transaction; and An amount of US$400 million of the share premium paid shall be deferred and paid in instalments when certain milestones under the PDP are met; payment at Closing by Delta of up to US$400 million of consideration to Glencore to acquire the current debt owed by Mopani to Glencore, which at Closing shall immediately be amended and restated by Delta, the arrangements for which are described in further detail as follows: the facility agreements dated 25 July 2013 and 31 March 2000 as consolidated, amended and restated from time to time and both presently between Glencore and Mopani, shall be novated from Glencore to Delta and immediately thereafter amended, consolidated and restated (comprising the Investor Loan Agreement), to represent a principal sum of up to US$400 million; the effect of this is that the gross debt owed by Mopani to Glencore consisting of the original US$1,500 million plus accrued interest that was put in place when ZCCM-IH took control of Mopani, and a further US$100 million of third-party letters of credit underwritten by Glencore, will be replaced by the Investor Loan Agreement loan owed by Mopani to Delta of up to US$400 million. As a result there will be an overall net reduction in Mopani debt of over US$1,200 million; cathode and anode slimes offtake agreements dated 31 March 2021, as amended from time to time, and presently between Carlisa, Glencore and Mopani will be terminated; a charge over all assets of Mopani shall be granted by Mopani in favour of Delta as security for Mopani's obligations under the Investor Loan Agreement; and Glencore shall release the following security it holds over Mopani in accordance with the Finance Documents Release Deed: floating and fixed charges granted by Mopani in favour of Glencore dated 31 March 2021; and a share charge agreement between ZCCM-IH, Mopani and Glencore dated 31 March 2021. In addition to the above, in support of the transfer and write down of the current Glencore debt to Delta, Mopani will enter into the Glencore Royalty Agreement, providing Glencore with upside participation in the profitability of Mopani in the event the copper price exceeds US$12,000 and an additional payment to Glencore of US$150 million in accordance with the terms of the Glencore Payment Covenant. Further capital of up to US$80 million may be made available to Mopani as shareholder loans, if required, based on the future working capital requirements of the business. Other Significant Terms of the Transaction Under the terms of the Investment Agreement: ZCCM-IH has agreed to indemnify, at Delta's election, either Delta for 51% of any Leakage (as defined under the Investment Agreement) or Mopani for 100% of any Leakage (as defined under the Investment Agreement) both from 31 December 2022 up to and inclusive of the Closing Date; ZCCM-IH's guarantee of the original US$1,500 million (plus interest) of debt owed by Mopani to Glencore, will be released; ZCCM-IH, Mopani and Delta have provided various warranties in relation to Mopani and the Transaction; ZCCM-IH agrees to various restrictions and notification rights in respect of its ability to influence the Mopani business in relation to its shareholding over Mopani prior to Closing; and Mopani shall issue and allot an additional special ordinary share with specific rights in the name of the GRZ. Under the terms of the Shareholders' Agreement: The GRZ, as a result of its special ordinary share in Mopani, shall hold a number of key rights to be notified and receive certain pieces of key information as well as to vote on certain key matters; Delta are obligated, where additional funding is required to complete the PDP, to provide up to approximately US$ 80 million to Mopani via a shareholder loan (defined as the Standby Credit under the Shareholders' Agreement); A number of key actions (comprising the list of “Reserved Matters” as set out under Schedule 3 of the Shareholders' Agreement) may only be taken by Mopani with the prior approval of ZCCM-IH; Delta shall have the right to share in 70% and ZCCM-IH in 30% of any declared distributions from Mopani until 31 December 2033, decreasing to 65% and 35% respectively until 31 December 2038, decreasing to 60% and 40% respectively until 31 December 2043 and then decreasing to 51% and 49% respectively from 1 January 2044 onwards; and Mopani's board shall consist of 9 directors, including: (i) 5 appointed by Delta of which at least 1 must be resident in Zambia; (ii) 3 appointed by ZCCM-IH, who must all be Zambian residents; and (iii) 1 appointed by the GRZ. Conditions Precedent to Closing of the Transaction Approval by the shareholders of ZCCM-IH of the Transaction at a general meeting of ZCCM-IH; Approval from the Zambian Securities Exchange Commission of the change of control of Mopani as a result of the Transaction; Receipt of the approval of the Transaction pursuant to section 67 of the Mines Act from the Minister of Mines; Receipt of a renewal to the Mining Licences pursuant to section 76 of the Mines Act from the Minister of Mines for a period of 25 years, on the basis of the Revised Mine Plan (as defined in the Investment Agreement); Delivery by Delta to ZCCM-IH of the Project Development Programme; The execution and delivery by Delta of the Investor Letter and Investor Glencore Letter; Receipt of a duly signed tax covenant, in respect of which the Ministry of Finance and National Planning of the GRZ covenants to take up, pay, settle, discharge or otherwise resolve certain tax liabilities of Mopani; Agreement and execution of the Glencore Transfer Agreements; and Agreement by Delta and ZCCM-IH of the Reserved Matters (as defined in the Shareholders' Agreement). The Transaction shall not require prior approval of the CCPC pursuant to the Competition Act and therefore this is not a condition precedent of closing. The Transaction will be authorised by the COMESA Competition Commission based on the jurisdictional and financial thresholds and the parties are taking steps to obtain these approvals. Effective Date The Transaction will, subject to the terms and conditions of the Investment Agreement, be implemented and effective on the Closing Date.
The share capital structure of ZCCM-IH will remain unchanged before and after Closing of the Transaction
Share Capital before and After the Transaction:
Current number of authorised Ordinary Shares	200,000,000
Current number of issued Ordinary Shares of ZMW 0.01	160,800,286

1.CIRCULAR TO SHAREHOLDERS

ZCCM-INVESTMENTS HOLDINGS PLC

 [Incorporated in the Republic of Zambia]

Company Registration Number: 119540000771

Share Code: ZCCM-IH

ISIN: ZM0000000037

(“ZCCM-IH” or “the Company”)

Registered Address: Stand No. 16806, Alick Nkhata Road, Mass Media Complex Area, Lusaka, Zambia.

Directors:

Mr. Kakenenwa Muyangwa (Chairperson),

Mr. Mubita Akapelwa (Vice-Chairperson),

Mr Muyangwa Muyangwa,

Mr. Moses S. Nyirenda,

Bishop John H. Mambo,

Mr. Philippe G. Taussac,

Mrs Masitala N. Mushinga

Dr Ndoba J Vibetti (Chief Executive Officer, Executive Director)

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

Shareholders are referred to the Transaction Announcement published by the Company on 22 December 2023 wherein the Board of Directors of ZCCM-IH advised Shareholders and the general market that ZCCM-IH entered into an agreement with Delta pursuant to which IRH, acting through its wholly-owned subsidiary, Delta, has committed to invest a total of up to US$1.1 billion into MCM as its Strategic Equity Partner.

Compliance of the proposed Transaction with the LuSE Listing Rules

As per the LuSE Listing Requirements, the proposed Transaction between ZCCM-IH and Delta is a Category 1 transaction and is thus subject to approval by ZCCM-IH Shareholders. Additionally, there is a requirement for a statement giving the directors' opinion on the Transaction.

Accordingly:

• A statement by the Board of Directors of ZCCM-IH recommending the proposed Transaction and confirming whether the proposed Transaction is fair insofar as the shareholders of ZCCM-IH are concerned is provided in paragraph 18 of this Circular.
• Furthermore, the ZCCM-IH Board has obtained a Competent Persons Report in respect of Mopani prepared in accordance with Section 12 of the LuSE Listing Rules. The CPR sets out the information which is currently available on Mopani and includes information on mining licenses, geology, mineral resources, mining engineering/design, mineral processing, tailings and waste rock management, water management, infrastructure, and environmental and social management. The CPR also presents the budgeted production, revenue, estimated capital and operating costs, a cash flow forecast, and the risks and opportunities associated with the development of the underlying assets in general. A summary of the Mineral Resources and Mineral Reserves statement is included in ANNEXURE I on Page 51 of the Circular while the full report is available for inspection at ZCCM-IH's registered offices.
• The ZCCM-IH Board engaged BDO as an Independent Reporting Accountant to review the historical financial information of both Mopani and ZCCM-IH and the pro forma financial information and profit forecasts of ZCCM-IH.
  1. Purpose of the Circular

The purpose of this Circular is to furnish ZCCM-IH shareholders with information regarding:

1. The proposed investment of US$1.1 billion by IRH comprising US$620 million in new equity and further shareholder loans in favour of Mopani for a 51% interest in Mopani;
2. The proposed resolutions required to be voted on and approved by ZCCM-IH shareholders to implement and give effect to the Transaction; and
3. Convening an Extraordinary General Meeting on 23^rd February 2024 at which ZCCM-IH shareholders will be requested to consider and, if deemed fit and acceptable, pass the resolutions approving the Transaction.

1. RATIONALE FOR THE TRANSACTION
   1. BACKGROUND

In June 2022, ZCCM-IH appointed Rothschild & Co to undertake a strategic review in relation to assessing various options available to Mopani to ensure its long-term financial sustainability (the “Strategic Review”).

The Strategic Review was focused on assessing Mopani's balance sheet given its high level of indebtedness and the liquidity requirements necessary to operate, and further develop its mining assets. The outcome of the Strategic Review identified two key initiatives to ensure the sustainability and continued development of Mopani; the first initiative focused on immediate liquidity requirements of Mopani, and the second initiative focused on securing a long-term sustainable funding solution for Mopani by introducing a new SEP to invest in Mopani. Together, these two initiatives underpin the restructuring of Mopani's balance sheet and allow for the implementation of a turnaround plan.

As part of Mopani's balance sheet restructuring process, collaborative engagements between ZCCM-IH, Glencore and the GRZ to ensure Mopani had sufficient working capital to conclude the SEP transaction, led to a US$200 million facility being provided by ZCCM-IH and Glencore to fund the continued operations at Mopani.

In parallel, Rothschild & Co commenced the SEP process, engaging a wide range of strategic and financial investors from around the world with an interest in Mopani and the Copperbelt. Potential SEPs were engaged, and assessed based on:

1. their financial wherewithal to fund Mopani's capital projects and provide additional liquidity;
2. demonstrating a strong mining track record with the ability to implement a turnaround strategy for Mopani;
3. displaying a history of environmental, social and governance best practice, particularly in relation to the social ramifications for employment and localisation on the Copperbelt; and
4. the ability to execute the Transaction in a timely manner.

Following a detailed evaluation process that included thorough engagements with a shortlist of highly credible SEPs, ZCCM-IH selected IRH as the preferred SEP.

1. RATIONALE FOR THE TRANSACTION
   1. Strategic

IHC is one of the largest and fastest growing companies in the Middle East and Africa, and through IRH, it has a strategy to invest in critical minerals in the region, across the entire mining supply chain. The selection of IRH as the preferred SEP was carefully considered against key criteria aligned with the strategic objectives of ZCCM-IH, and the transaction, notability i) the financial strength of the SEP, ii) the mining track record of the SEP, and iii) the ESG credentials of the SEP, amongst others. Most importantly, the Board believes that IRH's partnership with ZCCM-IH and Mopani represents an important strategic step towards the revitalisation of the Zambian economy, the Zambian mining industry, and the continued development of the Copperbelt by enabling the long-term sustainability of Mopani.

IRH's investment into Mopani recapitalises its balance sheet, secures direct and indirect jobs, and provides both funding and technical experience to complete Mopani's Project Development Plan, all of which underpin Mopani's strategy to achieve its target of becoming a 200,000 ton per annum producer of copper cathodes in the next 3 years. Beyond this ZCCM-IH and IRH will work with Mopani and the GRZ to identify other opportunities in the Zambian mining industry that will attract further investment into the region.

Financial strength of IHC

IRH's parent organisation IHC is the largest company listed in Abu Dhabi, and as at 22 January 2024, IHC had a market capitalisation of US$240 billion with sufficient cash reserves and access to credit facilities to fund the Transaction. Securing this finance at closing is critical to the development of Mopani and also enables a restructuring of the Glencore debt which further improves the economic viability of Mopani.

Strong mining track record across the mining value chain

IRH has a technical team of over 120 professionals, with a variety of experience working with major global mining companies, including in geology, engineering, metallurgy, and project management. The IRH team will provide support and expertise to the existing Mopani management team to ensure a successful turnaround of the Mopani operations. IRH will also leverage the expertise of its various subsidiaries and joint venture companies as required, to support the development of ancillary opportunities across the entire mining value chain.

Environmental, social and governance (ESG)

IRH's investment into Mopani has a strict focus across multiple ESG principles. In collaboration with the GRZ, IRH have agreed that no redundancies will be undertaken at Mopani as part of the Transaction, other than performance-related employee issues in the ordinary course of business. IRH has also committed to work with ZCCM-IH and Mopani to optimise local supply chains in order to benefit the Zambian economy and have ensured that, inter alia, Mopani will continue to be managed by the existing local management team. Mopani's existing corporate social responsibility initiatives will continue to receive funding support, including its investments into local schools, hospitals, and sports clubs.

1. Shareholder Value

The success and long-term sustainability of Mopani's operations is strategically imperative in creating tangible value for ZCCM-IH shareholders. Through the Transaction, Mopani is well positioned to achieve its copper production objectives by completing critical PDP initiatives, ultimately leading to improved financial performance and potential future dividends for ZCCM-IH shareholders.

1. OVERVIEW OF ZCCM-IH

ZCCM-IH is an investment holding compan