SENS ANNOUNCEMENT

(the "Notice" or "Announcement")

ZCCM INVESTMENTS HOLDINGS PLC ("ZCCM-IH")

[Incorporated in the Republic of Zambia]

Company registration number: 771

Share Code:                                           ZCCM-IH

ISIN:                                                       ZM0000000037

Authorised by:                                     Charles Mjumphi - Company Secretary

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

The captioned Notice or Announcement has been approved by:

i.      the Lusaka Securities Exchange ("LuSE")

ii.    the Securities and Exchange Commission ("SEC")

iii.   ZCCM Investments Holdings Plc

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

ISSUED: February 21, 2025

ZCCM INVESTMENTS HOLDINGS PLC

[Incorporated in the Republic of Zambia]

Company registration number: 771

Share Code: ZCCM-IH

ISIN: ZM0000000037

["ZCCM-IH" or "the Company"]

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of the members of ZCCM Investment Holdings Plc ("ZCCM-IH" or "the Company") will be held on Thursday, 13^th March 2025 at 10:00 hours at the Mulungushi International Conference Centre, Kenneth Kaunda Wing, Banquet Hall Number 1, Lusaka, Zambia and virtually via Video Conferencing on the following link https://eagm.corpservezambia.com.zm/eagm/, to transact the following:

1.    Approve the amendments to the Articles of Association of the Company

The proposed amendments to the Articles of Association aim to enhance corporate governance, streamline operations, and align with regulatory requirements. Below is a summary of the key amendments:

Summary of the proposed changes

The proposed amendments to the Articles of Association of ZCCM Investments Holdings Plc aim to modernise and align the Company's corporate governance framework with current legal requirements and business practices. Key changes include updating the object clause to ensure that the company seizes future business opportunities without being restricted by outdated objectives. The amendments also address the need to remove references to the Memorandum of Association, which no longer applies. Additionally, the Company seeks to adopt electronic means for various processes, such as electronic meeting notifications and electronic voting during Annual General Meetings (AGMs), to reduce costs and align with current business trends.

Further amendments focus on enhancing the flexibility and efficiency of corporate governance. This includes revising the provisions for share certificates to accommodate dematerialized shares, updating the rules for AGMs to comply with the Companies Act No. 10 of 2017 ("the Act"), and allowing AGMs to be held via teleconferencing. The amendments also introduce a system for appointing and removing directors based on shareholding and revise the remuneration provisions for Directors to ensure that they are flexible and approved by shareholders. Other significant changes involve harmonizing accounting terms with International Accounting Standards, aligning the audit report requirements with the Act, and including provisions for an Employee Share Ownership Plan (ESOP) as per the Act. Additionally, the proposed changes will provide the company with the flexibility to undertake several corporate actions aimed at improving the benefits accruing to shareholders while promoting the success of the Company. These proposed changes are designed to streamline operations, enhance shareholder engagement, and ensure compliance with legal requirements and best corporate governance practices.

Notes:

i.    The Draft Revised Articles of Asociation of ZCCM-IH can be accessed via the following link: https://zccm-ih.financifi.com/news-and-media/2025-egm-information-pack/

ii.    A member entitled to attend and vote at the meeting is entitled to appoint any person (whether a member of the Company or not) to attend and to vote in his/her stead. A Proxy form and EGM Pack will be available on the Company website www.zccm-ih.com.zm. The completed Proxy Form must be lodged at the Registered Office of the Company, ZCCM-IH Office Park, Stand No. 16806, Alick Nkhata Road, P.O. Box 30048, Lusaka or emailed to [email protected] before the commencement of the AGM.

iii.   The proceedings of the Meeting will be streamed live through the following link, and shareholders are required to sign up: https://eagm.corpservezambia.com.zm/eagm/

iv.  Shareholders and proxies who will join the Meeting virtually are requested to Sign Up now. After signing up successfully, login credentials will be delivered to your email or through an SMS to your phone.

v.   The key steps to follow are as given below:

a.                      Sign up on the ("eAGM platform") given.

b.                      Log into the ("eAGM platform"), Select the ZCCM IH Meeting on the active meetings and register to attend the meeting on the day of the meeting

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

vii. The window for signing up for the Meeting shall be open on 10 February 2025 and automatically close at the commencement of the Meeting on 13 March 2025. Registration will commence on 10 February 2025 hours on the day of the meeting. A shareholder who does not sign up before the start of the meeting will not be able to do so when the meeting starts. After registering, a shareholder will be allowed to join the meeting.

The voting at the General Meeting will be conducted electronically via the following link: https://eagm.corpservezambia.com.zm/eagm/

 or through the Corpserve Shareholder Application whose links are given below: 

Apple Store:  https://apps.apple.com/zw/app/corpserve-zambia/id6479399524

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

i.    To fully participate, virtually in the EGM, a shareholder must have a reliable internet connection.

ii.    Queries on how to log into the Meeting, registration or on the voting process can be channelled to the Corpserve Transfer Agents on [email protected] or [email protected]: Or phone 0950968435, 0771881287, 0762716221, 0979946143

By Order of the Board

Charles Mjumphi

Company Secretary

Issued in Lusaka, Zambia on 21 February 2025

First Issued on 21 February 2025