NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

29 May 2026

THE REPUBLIC OF ZAMBIA ANNOUNCES INVITATION TO HOLDERS OF ITS U.S.$1,364,725,564 Fixed Rate Step-Up Amortising Notes due 2053 TO TENDER ANY AND ALL SUCH NOTES FOR PURCHASE BY THE REPUBLIC OF ZAMBIA FOR CASH

The Republic of Zambia (the "Republic") today announces its invitation to eligible holders (subject to the invitation and distribution restrictions referred to below) of its outstanding U.S.$1,364,725,564 Fixed Rate Step-Up Amortising Notes due 2053 (the "Notes") to tender any and all of their Notes for purchase by the Republic for cash (the "Invitation"), subject to satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions described in the tender offer memorandum dated 29 May 2026 (the "Tender Offer Memorandum").

The Invitation is made on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the invitation and distribution restrictions set out therein.

Copies of the Tender Offer Memorandum are available at the Invitation Website: https://projects.sodali.com/zambia. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

1 As at 29 May 2026.

2 Accrued Interest (as defined herein) shall be paid in addition to the Tender Consideration or the Total Consideration, as applicable.

³ Only payable to Noteholders who tender at or prior to the Early Participation Deadline (as defined below).

⁴ The Total Consideration is equal to the Tender Consideration and the Early Tender Fee.

⁵ Noteholders should note that the Notes are redeemable at the Republic's option on the terms set out in Condition 5(c) (Clean-up Call) of the terms and conditions of the Notes if not less than 75 per cent. of the aggregate nominal amount of the outstanding Notes are tendered and not withdrawn and all such Notes are purchased pursuant to the Invitation (representing a repurchase of at least U.S.$1,023,544,173 in aggregate nominal amount of the Notes pursuant to the Invitation). If this condition is met the Republic expects to exercise this clean-up call option at a redemption amount equal to the Tender Consideration (plus any accrued and unpaid interest to the date set for redemption), which excludes the Early Tender Fee, and to give notice of any such redemption within 30 days of the Settlement Date.

Rationale for the Invitation

The Republic is making the Invitation in order to utilise the liquidity provided by the New Loan (as defined below) to redeem all or a portion (as the case may be) of the Notes, which were issued as part of the Republic's restructuring process in 2024 and contain certain provisions specific to negotiations with the restructured creditors at the time. Furthermore, the transactions will allow the Republic to (i) streamline its debt stock and proactively manage its overall debt maturity profile and (ii) accordingly pave the way for a future return by the Republic to the international capital markets.

The Republic intends to finance the purchase of the Notes validly tendered and accepted for purchase with a combination of (i) the proceeds of the New Loan and (ii) the Republic's own resources.

As at 29 May 2026, the nominal amount outstanding of the Notes is U.S.$1,364,725,564. All Notes purchased by the Republic pursuant to the Invitation will be cancelled and will not be re-issued or re-sold.

Consideration for the Invitation

Total Consideration

Noteholders who validly tender their Notes at or prior to 5:00 p.m. (New York City time) on 5 June 2026 (the "Early Participation Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of U.S.$780 per U.S.$1,000 in nominal amount of Notes (the "Total Consideration") (together with Accrued Interest) for such Notes, which comprises the Tender Consideration (as defined below) plus the Early Tender Fee (as defined below).  The Republic reserves the right in its sole discretion to extend the Early Participation Deadline.

Tender Consideration

Noteholders who validly tender their Notes after the Early Participation Deadline, but at or prior to 5:00 p.m. (New York City time) on 11 June 2026, subject to the right of the Republic to extend, re-open, amend and/or terminate the Invitation (the "Expiration Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of U.S.$740 per U.S.$1,000 in nominal amount of Notes (the "Tender Consideration") (together with Accrued Interest) for such Notes, which equals the Total Consideration less the Early Tender Fee.   

Early Tender Fee

Noteholders who validly tender their Notes at or prior to the Early Participation Deadline shall, to the extent their Notes are accepted for purchase, receive the Tender Consideration plus consideration of U.S.$40 per U.S.$1,000 in nominal amount of Notes (the "Early Tender Fee") (together with Accrued Interest) for such Notes.  The Republic reserves the right in its sole discretion to extend the Early Participation Deadline.

Accrued Interest

The Republic will calculate any Accrued Interest with respect to the Notes accepted for purchase in accordance with the terms and conditions of the Notes, and the calculation will be final and binding on all Noteholders whose Notes were accepted for purchase, absent manifest error.

New Financing Condition

The Republic is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation.  The acceptance for purchase by the Republic of Notes tendered pursuant to the Invitation is at the sole and absolute discretion of the Republic and tenders may be rejected by the Republic for any reason.

The Republic expects to enter into a facility agreement with the African Development Bank in respect of a U.S.$600,000,000 loan (the "New Loan") prior to the Expiration Deadline which the Republic intends to draw down following the Expiration Deadline and prior to the settlement of the Invitation on the Settlement Date (subject to the satisfaction or waiver of certain conditions precedent under the facility agreement). Whether the Republic will accept and settle the purchase of Notes validly tendered in the Invitation is subject (unless such condition is waived by the Republic in its sole and absolute discretion), without limitation, to the completion of the drawdown of the New Loan on terms acceptable to it (as determined by the Republic in its sole and absolute discretion). Even if the New Financing Condition (as defined herein) is satisfied, the Republic is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation.

Post-Settlement Redemption

In the event that at least 75 per cent. of the aggregate nominal amount of the Notes are validly tendered and not withdrawn and all such Notes are accepted for purchase by the Republic pursuant to the Invitation (representing a repurchase of at least U.S.$1,023,544,173 in aggregate nominal amount of the Notes pursuant to the Invitation), it is the Republic's intention to exercise its right pursuant to Condition 5(c) (Clean-Up Call) of the terms and conditions of the Notes (the "Clean-Up Call") to redeem all Notes that remain outstanding following the Settlement Date at a redemption amount equal to the Tender Consideration (plus any accrued and unpaid interest to the date set for redemption), which excludes the Early Tender Fee.  Therefore, in the event that the Republic exercises its rights pursuant to the Clean-up Call, Noteholders who do not participate in the Invitation at or prior to the Early Participation Deadline will not receive the Early Tender Fee. The Republic expects to give notice of any such redemption within 30 days of the Settlement Date.

Participation in the Invitation

In order to participate in, and be eligible to receive the Tender Consideration or the Total Consideration, as applicable, and any Accrued Interest Payment pursuant to, the Invitation, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent at or prior to the Early Participation Deadline (in order to be eligible to receive the Total Consideration) or the Expiration Deadline.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than the minimum nominal amount of U.S.$50,000 and in integral multiples of U.S.$1 thereafter.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Republic is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation. Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Republic for any reason and the Republic is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.

Expected Timetable of Events

The times and dates below are indicative only.

The above times and dates are subject to the right of the Republic to extend, re-open, amend, and/or terminate the Invitation (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Invitation before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Invitation".

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Invitation. 

Citigroup Global Markets Limited is acting as Dealer Manager and Sodali & Co Limited is acting as Information and Tender Agent.

Dealer Manager

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent. Copies of the Tender Offer Memorandum or related documents may also be obtained, free of charge, from the Information and Tender Agent.

Information and Tender Agent

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to acquire any Notes is being made pursuant to this announcement. Any such invitation is only being made in the Tender Offer Memorandum and any such acquisition or acceptance of the Invitation should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Invitation. The Dealer Manager does not take responsibility for the contents of this announcement and none of the Republic, the Dealer Manager or the Information and Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Invitation.

INVITATION AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Invitation will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates (as defined in Rule 405 of the U.S. Securities Act of 1933, as amended (the "Securities Act")) is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Republic in such jurisdiction.

In addition, each Noteholder participating in the Invitation will also be deemed to give certain representations in respect of the jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Invitation from a Noteholder that is unable to make these representations will not be accepted. Each of the Republic, the Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Invitation, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Republic determines (for any reason) that such representation is not correct, such tender shall not be accepted.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Republic, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.

The communication of such documents and/or materials may be exempt from the restriction on financial promotion under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) persons who fall within Article 43(2) of the Financial Promotion Order or (iii) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this announcement or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

France

The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documentation or material relating to the Invitation has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Invitation.

Neither this announcement, the Tender Offer Memorandum nor any offer document or material relating to the Invitation has been or will be submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Invitation, the Tender Offer Memorandum or any other document or materials relating to the Invitation have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Invitation is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Invitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Invitation or the Tender Offer Memorandum.