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ZCCM Investments Holdings Plc

("ZCCM-IH PLC" or the "Company")

PROVISIONAL ABRIDGED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

In compliance with the requirements of the Securities Act No. 41 of 2016, ZCCM Investments Holdings PLC ("ZCCM-IH PLC" or "the Company") announces the provisional financial statements results of the Company and its subsidiaries (Collectively referred to as ''the Group'') for the year ended 31 December 2025.

STRUCTURE OF THE ZCCM-IH GROUP

  PROVISIONAL ABRIDGED GROUP STATEMENT OF CHANGES IN EQUITY

     PROVISIONAL ABRIDGED COMPANY STATEMENT OF CHANGES IN EQUITY

1.    FINANCIAL PERFORMANCE

FINANCIAL PERFORMANCE HIGHLIGHTS

The financial year ended 31 December 2025 marked a period of continued strategic repositioning and measurable progress for ZCCM Investment Holdings Plc (ZCCM‑IH). While the Group recorded a decline in financial performance, this outcome reflects the deliberate execution of transformational initiatives aimed at securing sustainable, long-term value for our shareholders. Mining remains inherently long-term in nature, and the full benefits of these strategic initiatives will take time to materialise. Nonetheless, we remain confident that the actions undertaken are positioning the Group for recovery, resilience, and enduring growth.

(I)     Group Financial Performance Overview

Following the record-breaking performance achieved in 2024, the Group's focus in 2025 shifted towards consolidating gains, strengthening the investment portfolio, and preserving value. The 2025 financial results reflect a transition from exceptional, non-recurring gains to a more sustainable earnings profile, underpinned by disciplined capital allocation and portfolio optimisation.

For the financial year ended 31 December 2025, the Group recorded a net loss of ZMW 4.92 billion (US$195.6 million), compared to a net profit of ZMW 39.85 billion (US$1.52 billion) in 2024.

This variance in performance was primarily driven by the following factors:

·       Absence of Prior-Year Exceptional Gain

The 2024 results were significantly enhanced by a one-off, exceptional investment gain arising from the Mopani Strategic Equity Partner Transaction, which did not recur in 2025.

·       Ongoing Strategic Reforms

Key investee companies, including Mopani Copper Mines Plc, Konkola Copper Mines Plc and Lubambe Copper Mines Plc are undergoing strategic restructuring and operational reforms. While these initiatives have impacted short-term profitability, they are expected to generate substantial long-term value.

·       Foreign Exchange Losses

The appreciation of the Zambian Kwacha against the US Dollar resulted in foreign exchange losses on the Group's US Dollar-denominated assets, negatively impacting profitability.

·       Decline in Share of Profit from Associates

The Group's share of profit decreased from ZMW 3.33 billion (US$127.25 million) in 2024 to a loss of ZMW 24.98 million (US$1.0 million) in 2025. This was largely attributable to losses incurred by Mopani Copper Mines Plc and Konkola Copper Mines Plc, both of which are currently undergoing recapitalisation processes.

·       Recognition of Legal Provision

The Group recognised a legal provision of ZMW 2.04 billion (US$92.2 million) following the final arbitral award issued on 22 May 2026 by the Tribunal under the London Court of International Arbitration (LCIA) Rules 2020 in relation to a claim involving Trafigura Group Pte. Ltd. This provision represents management's best estimate of the expenditure required to settle the present obligation at the reporting date, taking into account the terms of the arbitral award.

Total Group assets in kwacha terms declined to ZMW 47.78 billion (US$2.16 billion) from ZMW 57.29 billion (US$2.05 billion) in 2024, driven by the Kwacha's appreciation and the revaluation of foreign currency-denominated assets. The Kwacha strengthened from ZMW 27.95 per US Dollar as at 31 December 2024 to ZMW 22.12 per US Dollar as at 31 December 2025.

(II)           Company Performance

At Company level, financial performance improved significantly, with the loss narrowing from ZMW 4.4 billion (US$167.6 million) in 2024 to ZMW 1.94 billion (US$77 million) in 2025.

The prior year's performance was largely impacted by exceptional costs associated with the Mopani Strategic Equity Partner Transaction, which did not recur in 2025.

The improvement in 2025 was primarily driven by:

·              Increased Royalty Income

Higher royalty earnings from Kansanshi Mining Plc, following the commissioning of the S3 expansion project, which enhanced production capacity.

·              Favourable Copper Prices

Stronger copper prices during the year supported revenue growth and overall earnings performance. Copper prices increased from US$9,177 per ton in January 2025 to US$12,950, representing an increase of circa 41%.

Total Company assets in Kwacha terms declined to ZMW61 billion (US$2.76 billion) from ZMW66.9 billion (US$2.39 billion) in 2024, driven by the Kwacha's appreciation and the revaluation of foreign currency-denominated assets. The Kwacha strengthened from ZMW 27.95 per US Dollar as at 31 December 2024 to ZMW 22.12 per US Dollar as at 31 December 2025.

2.    KEY OPERATIONS AND STRATEGIC DEVELOPMENTS

During the year under review and the subsequent reporting period, ZCCM-IH continued to make significant progress in advancing its strategic investment portfolio, with a clear focus on delivering sustainable, long-term shareholder value. The Company's strategic priorities centred on strengthening operational stability, enhancing royalty income streams from its portfolio of producing assets, recapitalising and de-risking key copper investments, establishing a diversified multi-source energy platform to support the mining sector, and expanding its investment footprint into gold and industrial minerals.

These strategic initiatives have reinforced the Group's growth trajectory, strengthened the resilience and diversification of its earnings base, and positioned the business for improved future profitability, cash generation, and growth in net asset value. The key developments during the period, together with their strategic rationale and expected contribution to the Group's long-term financial performance, are set out below.

(I)              Maamba Solar Energy Limited

ZCCM-IH expanded its renewable energy portfolio through the acquisition of a 35% equity stake in Maamba Solar Energy Limited (MSEL), representing an investment of US$9.45 million in the development of a 100MWac solar photovoltaic (PV) power plant in Maamba, Sinazongwe District. The investment was approved by the ZCCM-IH Board in August 2025, with the equity contribution made in March 2026.

MSEL, incorporated in January 2025 as a subsidiary of Maamba Energy Limited (MEL), serves as the Group's renewable energy investment vehicle and anchors its diversification into clean energy. The remaining 65% equity stake is held by Nava Global PTE Limited, mirroring MEL's existing shareholding structure.

The project, with a total investment value of US$90 million, is expected to be commissioned by August 2026 and will operate under a 20-year Power Purchase Agreement (PPA) with ZESCO Limited. The long-term contracted arrangement provides ZCCM-IH with exposure to a stable, long-life renewable energy asset and a predictable, long-dated revenue stream from commercial operations.

This strategic investment supports Zambia's energy diversification agenda by adding 100MW of renewable generation capacity to the national grid, while strengthening ZCCM-IH's renewable energy portfolio. It also positions the Group to benefit from the country's energy transition, diversify earnings beyond mining, and reinforce its role in advancing energy security, sustainability, and long-term economic growth.

(II)            Maamba Energy Limited

ZCCM-IH continued to demonstrate its commitment to long-term value creation by advancing its equity contribution towards the transformative Maamba Phase II Expansion Project, a key growth driver for the Group's energy portfolio. As at 31 December 2025, US$17.50 million of the total US$35 million equity commitment had been disbursed, with the remaining US$17.50 million successfully funded shortly after year-end in 2026.

The Phase II expansion represents a significant milestone for Maamba Energy Limited, with installed generation capacity set to increase from 300MW to 600MW upon completion. This transformational investment is expected to substantially enhance MEL's earnings contribution to the Group while strengthening ZCCM-IH's position in Zambia's energy sector.

Beyond its financial impact, the expanded power plant will play a critical role in delivering reliable baseload electricity to Zambia's mining industry and other productive sectors, supporting industrial growth, improving energy security, and contributing to the country's broader economic development. This investment reinforces ZCCM-IH's strategy of building a resilient, diversified portfolio that delivers sustainable returns while creating lasting national value.

(III)           Kyalo Goldfields Limited

On 6 May 2026, ZCCM-IH, in partnership with Mining Mineral Resources SAS ("MMR"), incorporated Kyalo Goldfields Limited ("KGL") as a special purpose vehicle established to undertake gold exploration, development, and mining activities within the Kikonge Mining Area in Northwestern Zambia. ZCCM-IH holds a controlling 51% equity interest, while MMR holds the remaining 49%, providing the Group with strategic exposure to gold as a portfolio diversifier and a natural hedge against commodity market volatility.

KGL has been mandated to operate across the full gold mining value chain, encompassing exploration, financing of artisanal mining activities, mine development, mineral processing, and gold production. The investment represents a strategic expansion of the Group's precious metals portfolio, strengthening commodity diversification and creating potential long-term value through exposure to a globally significant asset class.

(IV)           Ndola Lime (2026) Limited

On 26 May 2026, ZCCM-IH entered into a joint venture agreement with Wonderful Group of Companies Limited to establish Ndola Lime (2026) Limited, a strategic partnership to unlock value from a previously underperforming limestone asset. The joint venture is structured with a 55% shareholding by Wonderful Group and 45% by ZCCM-IH.

The partnership will restore and modernise Zambia's lime and cement production capacity through a phased development programme, commencing with a 600-tonne-per-day lime plant and progressing into expanded lime and cement production. Wonderful Group will invest USD 30 million through equity and shareholder funding, while ZCCM-IH will contribute strategic assets and facilitate the settlement of legacy obligations from Limestone Resources Limited.

Leveraging modern technology, operational expertise, and enhanced market access, the partnership is expected to improve production reliability, strengthen competitiveness, and create a sustainable industrial platform that delivers long-term value for ZCCM-IH shareholders while supporting the Group's diversification strategy.

(V)            Ever Great Energy Company Limited

On 1 June 2026, ZCCM-IH entered into a strategic partnership with Wonderful Group Services Limited ("WGS") to develop a 2 x 300MW coal-fired thermal power project through a Special Purpose Vehicle, Ever Great Energy Company Limited ("Ever Great"). The project forms part of Ever Great's long-term ambition to develop up to 900MW of thermal power capacity in Zambia.

Under the transaction, ZCCM-IH will invest approximately US$54.2 million for a 30% equity interest in Ever Great. The US$451.7 million project will comprise the development of a coal mine in Southern Province, a 300MW thermal power plant in Sinazongwe District, and associated transmission infrastructure connecting to the Muzuma Substation in Choma. The project will be executed on a turnkey Engineering, Procurement and Construction ("EPC") basis by Ziquan Group (Singapore) Pte Limited.

This investment strengthens ZCCM-IH's energy platform and supports Zambia's energy security agenda by helping address the country's baseload power deficit, diversifying generation beyond hydropower, and providing reliable electricity to drive economic growth and support the expansion of the mining sector.

(VI)           Sino Great Chemical Company Limited

Sino Great Chemical Company Limited ("Sino Great") is a joint venture project between ZCCM-IH and Wonderful Group, with respective shareholdings of 30% and 70%. The project entails the development of a beneficiation plant at the Chilanga site, with construction activities progressing in accordance with the approved schedule. To date, the majority of foundation work has been completed, and the vertical construction phase of the civil infrastructure is underway.

Furthermore, mine development activities have commenced following the conclusion of the latest farming season, in line with agreements reached with the local traditional leadership. Overall, the project remains on track, with plant commissioning anticipated in the fourth quarter of 2027.

(VII)          Mingomba

The Mingomba project continued to make substantial progress in its exploration and development activities during the period. In 2025, a total of 48,597.90 metres of drilling was completed, exceeding the planned budget of 47,000 metres. This was followed by an additional 10,879.90 metres drilled in the first quarter of 2026, bringing the cumulative drilling since project inception in 2023 to 147,274.80 metres. The project also secured surface rights for the Tailings Storage Facility, completed drilling of three test shaft pilot holes, and remains on schedule to finalise its Mineral Resource Estimate by the third quarter of 2026.

Further progress was achieved in resource definition drilling, mine design, engineering studies, and project permitting, supported by the deployment of 11 drill rigs to accelerate resource expansion and delineation. The Company also advanced both pre-feasibility and feasibility studies, completed land acquisition for critical infrastructure, commenced early terrace construction works, and progressed preparations for shaft sinking.

In addition, ongoing efforts in environmental and social impact assessment (ESIA), tailings storage facility planning, and long-term power supply studies continue to underpin the project's readiness for development. These initiatives are expected to position Mingomba for the construction phase and establish it as a next-generation, world-class copper mining operation in Zambia.

(VIII)        Kansanshi Mining Plc

In August 2025, Kansanshi Mining Plc, a core royalty-generating asset for the Group, successfully completed and commissioned the Kansanshi S3 Expansion project. Commercial production was subsequently declared in December 2025 after the S3 circuit consistently achieved 90% of its design capacity within five months of initial production.

The commissioning of the S3 Expansion contributed to record monthly milling throughput and supported Kansanshi in achieving its highest annual copper production since 2021, with total output reaching 170,929 tonnes. This milestone underscores the effectiveness of the expansion in enhancing production capacity and operational performance. The increase in output also translated directly into higher royalty income for ZCCM-IH and demonstrates the cash-generating capacity now embedded in the Group's producing portfolio.

(IX)           Mopani Copper Mines Plc (MCM)

Mopani Copper Mines Plc ("MCM") continued to make progress on the implementation of its Projects Development Programme (PDP), which is scheduled for completion in 2028 and is central to restoring the asset's production and profitability. Since 2024, the shareholders, International Resources Holding (IRH) and ZCCM-IH, have advanced approximately US$640 million in shareholder loans to support operating and sustaining costs and project expansion at the Kitwe and Mufulira operations. This funding has contributed to improved equipment availability, with contractors placing orders for new production equipment and ongoing upgrades to existing operational assets.

In April 2026, ZCCM-IH fully repaid the outstanding US$150 million Glencore loan related to the acquisition of Mopani Copper Mines, thereby eliminating the Company's remaining legacy debt. The repayment de-risks the balance sheet, reduces leverage and improves borrowing capacity, creating headroom to pursue further mining growth opportunities.

(X)             CNMC Luanshya Copper Mines Plc

At CNMC Luanshya Copper Mines Plc, the dewatering programme at Shaft 28 is substantially complete, with approximately US$75 million incurred against an approved total budget of US$100 million. The initiative has successfully reduced water levels to the 825-metre level, with ongoing dewatering activities maintaining these levels to facilitate the safe recommencement and future expansion of mining operations.

The Company has earmarked approximately US$187 million in capital expenditure for the 2026 financial year, focused on equipping Shaft 28, installing Shaft SS75, and continuing development of the upper and lower Muliashi ore bodies. These strategic investments are expected to increase operational readiness, expand production capacity, and support the long-term growth of the Group's copper production profile by creating enhanced future production exposure.

(XI)           Konkola Copper Mines Plc

Konkola Copper Mines Plc (KCM) continued to make significant progress in its operational turnaround and long-term growth strategy following the return of Vedanta Resources as the strategic equity partner. During the period, Vedanta remained compliant with its funding obligations under the Shareholders' Agreement and Implementation Agreement, providing cumulative capital funding of approximately US$601 million to support KCM's recapitalisation, mine development and operational recovery.

The Company continued implementing the Konkola Deep Mining Project (KDMP), with key contractors mobilised to advance mine development activities and supporting infrastructure. Other strategic projects, including the Tailings Leach Plant (TLP), Konkola Concentrator Expansion, and Chingola Open Pit (COP) E & F Extensions, remain in the development pipeline pending implementation. In addition, plans for a dedicated thermal power project through a Vedanta subsidiary are under consideration to further strengthen KCM's energy security.

KCM also secured access to lower-cost power through the Kanona Power Agreement to improve operational efficiency and cost competitiveness. Furthermore, the proposed CopperTech IPO is expected to raise approximately US$670 million in capital, with proceeds earmarked to support KCM's capital investment programme and accelerate the delivery of its growth projects, particularly KDMP.

Collectively, these initiatives are expected to increase production capacity, extend mine life, improve operational resilience, and enhance long-term shareholder value.

(XII)          Lubambe Copper Mines Plc (LCM)

Lubambe Copper Mines Plc ("LCM") continued to advance key infrastructure and technical initiatives to strengthen the mine's long-term operational capacity. During the period, notable progress was achieved on the development of the main and auxiliary shafts, process plant technical upgrades, and underground mine development. In addition, ongoing technical studies are focused on optimising mining methods, improving recoveries, and addressing hydrological challenges.

The auxiliary (service) shaft remains on track for commissioning in 2027, while the main production shaft is scheduled for completion in 2028. The concentrator plant technical upgrades are expected to be finalised in the fourth quarter of 2026, positioning the operation for enhanced efficiency and improved production performance.

(XIII)         Copperbelt Energy Corporation Plc

In 2025, Copperbelt Energy Corporation Plc ("CEC") achieved significant milestones in the development of the 136MWp Itimpi II Solar PV Plant, which was completed within 14 months at a total investment cost of US$125.8 million. The facility was successfully commissioned in the first quarter of 2026, increasing CEC's total installed solar generation capacity from 94MW to 230MW. Itimpi II is currently the largest operational solar power plant in Zambia and among the largest in sub-Saharan Africa, highlighting CEC's expanding contribution to renewable energy generation and the region's energy transition.

During the same period, ZCCM Investments Holdings Plc ("ZCCM-IH") increased its shareholding in CEC from 32.41% to 33.51% through the acquisition of additional shares. This investment strengthened the Group's strategic position in a profitable, cash-generative energy utility while enhancing its exposure to delivering reliable power solutions that support Zambia's mining and industrial sectors.

(XIV)         Arbitration Proceedings with Trafigura Pte Limited

On 22 May 2026, ZCCM‑IH received the Final Award issued by the London Court of International Arbitration Tribunal in relation to arbitration proceedings initiated by Trafigura Pte Limited. The arbitration relates to a guarantee issued by ZCCM‑IH in July 2021, which was determined to be binding on the Company in a Partial Final Award issued in December 2025.

Following a quantum hearing, ZCCM-IH has been ordered to pay approximately US$69.31 million in principal and US$19.74 million in accrued interest, in addition to further interest accruing at variable rates and approximately GBP 1.86 million in legal and arbitration costs.

The Company is currently engaged in settlement discussions to resolve all claims arising from the Final Award and remains committed to protecting shareholder value. A US$92.9 million provision has been made based on progress in the negotiations.

Up to US$50 million of the settlement amount will be recovered from Konkola Copper Mine Plc (KCM) under the Tripartite Reimbursement Agreement signed between ZCCM-IH, KCM and the Government of the Republic of Zambia.

ZCCM-IH remains focused on resolving the matter on terms that protect shareholder value.

3.    Outlook

The 2025 financial year was a period of strategic transition for ZCCM-IH, marked by the deliberate execution of initiatives to strengthen the Group's long-term growth trajectory. While the reported financial performance was affected by the absence of exceptional gains recognised in 2024 and the ongoing transformation of key portfolio companies, these factors reflect a period of investment, restructuring, and repositioning rather than a weakening of the business's underlying strength. The Group remains focused on converting these strategic initiatives into sustainable earnings growth, stronger cash generation, and enhanced shareholder value over the medium- to long-term.

The Board recognises that mining and energy investments are inherently long-cycle businesses, where significant value creation often follows periods of development, recapitalisation, and operational transformation. The investments and reforms undertaken during the year have strengthened the foundations upon which future growth will be built. With a portfolio of strategically important assets, improving operational performance across key investments, and a clear capital allocation framework, ZCCM-IH is entering the next phase of its journey with increased resilience and confidence.

A significant milestone after the reporting period was the full repayment of the US$150 million Glencore legacy loan in April 2026. This achievement materially strengthened the Group's balance sheet by eliminating a major historical obligation, reducing financial risk, improving liquidity flexibility, and creating additional capacity to pursue value-accretive growth opportunities. The completion of this repayment demonstrates the Group's commitment to prudent financial management and places ZCCM-IH on a stronger footing to support future expansion.

The Group's core copper investment portfolio is positioned to benefit from favourable long-term market fundamentals, driven by growing global demand associated with electrification, renewable energy, and the broader energy transition. Copper prices demonstrated significant strength during 2025, increasing by approximately 41% over the year, reinforcing the strategic importance of ZCCM-IH's exposure to high-quality copper assets. The successful commissioning of the Kansanshi S3 Expansion, which contributed to Kansanshi achieving its highest annual copper production since 2021, provides a strong foundation for increased royalty income. At the same time, the ongoing recapitalisation and operational recovery programmes at Mopani Copper Mines, Konkola Copper Mines, and Lubambe Copper Mines are expected to unlock significant production growth and restore these assets as stronger contributors to Group earnings over the medium term.

The Group's development pipeline provides substantial future value creation opportunities. The Mingomba project continues to advance towards becoming a world-class copper mining operation, with significant progress achieved in exploration, resource definition, engineering studies, and project preparation. The proposed CopperTech IPO provides an additional catalyst to accelerate investment in Konkola Copper Mines' growth projects, particularly the Konkola Deep Mining Project. Together with the expansion of the Group's exposure to gold through Kyalo Goldfields Limited and the development of industrial mineral opportunities through Sino Great Chemical Company Limited and Ndola Lime (2026) Limited, these initiatives enhance portfolio diversification and provide multiple avenues for future growth.

ZCCM-IH is also accelerating the development of a diversified energy platform that complements its mining portfolio while creating additional long-term earnings streams. The expansion of Maamba Energy Limited from 300MW to 600MW, the development of the Maamba Solar Energy Limited 100MW solar photovoltaic project, the commissioning of Copperbelt Energy Corporation's 136MWp Itimpi II Solar PV plant, and the proposed Ever Great Energy thermal power project collectively strengthen the Group's position in Zambia's evolving energy landscape. These investments will support national energy security, provide reliable power solutions for industry, and diversify Group revenues beyond traditional mining activities.

The Group's strategic direction remains aligned with Zambia's ambition to significantly increase copper production and capture opportunities arising from the global transition towards cleaner energy technologies. As the only listed investment company providing diversified exposure to Zambia's mineral, energy, and industrial assets through a single platform, ZCCM-IH is uniquely positioned to participate in this growth opportunity.

Looking ahead, the Board remains confident in the Group's long-term prospects. The short-term impact reflected in the 2025 financial results should be viewed within the broader context of a transformation programme aimed at creating a stronger, more diversified, and more resilient enterprise. With a strengthened balance sheet, a high-quality asset portfolio, strategic partnerships, an improved operational outlook across key investments, and disciplined investment priorities, ZCCM-IH is well-positioned to deliver sustainable value creation and enhanced returns for shareholders.

APPENDICES

US DOLLAR ABRIDGED GROUP STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

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About ZCCM Investments Holdings Plc

ZCCM Investments Holdings PLC is a premier diversified mining investments and operations company with a primary listing under ISIN number ZM0000000037 on the Lusaka Securities Exchange in Zambia, and secondary listings on the London Stock Exchange and the Euronext Access Exchange in Paris.

For more information, visit: https://www.zccm-ih.com.zm