Private and Confidential Enclosure 1 ZCCM Investments Holdings Plc PROPOSED INVESTRUST BANK PLC (INVESTRUST) MANDATORY OFFER DOCUMENT October 2017 INTRODUCTION AND UPDATE ON THE MANDATORY OFFER Following the decision by the Board of ZCCM Investments Holdings PLC (“ZCCM-IH”) to proceed with the Mandatory Offer (the “Offer”) to minority shareholders of Investrust Bank PLC (“Investrust” or the “Bank”), ZCCM-IH duly informed the Board of Investrust of this decision. Furthermore, ZCCM-IH engaged Stockbrokers Zambia as its Transaction Advisor and Sponsoring Broker for the Mandatory Offer. In accordance with the Third Schedule of the Securities (Takeovers and Mergers) Rules, Statutory Instrument No. 170 of 1993 (the “Takeovers Rules”), the Board of Investrust appointed an Independent Committee to the Board (“Independent Committee”), in order to determine the fairness and reasonableness of the Mandatory Offer. The Independent Committee appointed Price Waterhouse Coopers (“PwC”) to conduct a valuation of Investrust that informed the Independent Committee’s determination of whether the Offer by ZCCM-IH is fair and reasonable. Valuation by PwC PwC proceeded to conduct the valuation of Investrust as mandated by the Independent Committee and determined the fair value of Investrust to be in the range of ZMW 11.91 and ZMW 16.08 per share based on the combination of the market approach and net assets method. The current market price of an Investrust share is ZMW 13.50, and has been fixed at that price for the last 5 years due to lack of trading activity. The lack of trading activity has been mainly attributed to the poor financial performance of the Bank over the past 5 years. The Independent Committee have recommended to the minority shareholders of Investrust to either accept the Offer based on its view that the Offer by ZCCM-IH is fair and reasonable. The recommendation by the Independent Committee is included in the Circular to Shareholders of Investrust that shall form part of the Combined Mandatory Offer Document and Circular to Investrust Bank PLC Minority Shareholders (the “Combined Offer Document”) that has been brought before the Investment Committee of the Board (“ICB”) of ZCCM-IH for adoption. Offer Price by ZCCM-IH The minimum price at which ZCCM-IH would offer to purchase shares from the minority shareholders of Investrust is ZMW 11.44; the price at which ZCCM-IH acquired the shares which resulted in its shareholding increasing beyond the 35% shareholding threshold in accordance with the Takeover Rules. ZCCM-IH has determined its fair Offer price as ZMW 12.00 per share which is a 5% premium to the minimum allowable offer price. The application of the premium serves to both incentivise minority shareholders to sell their shares and ensure the Offer price falls within the valuation range. However, the Offer price is at a discount of 11% to the current market price in view of the Bank’s poor financial performance. Regulatory Approvals a. Bank of Zambia (“BoZ”) Approval – ZCCM-IH has communicated formally to BoZ with regards to the Mandatory Offer. BoZ have requested a recapitalisation plan for the Bank from ZCCM-IH. A paper to that effect shall be tabled to the ICB for consideration before ZCCM-IH proceeds to revert to BoZ. b. Competition and Consumer Protection (“CCPC”) Approval – ZCCM-IH has communicated to the CCPC through the Secretary to the Treasury in order to waive the ensuing approval fees amounting to ZMW 5 million. Approval would then be granted once the fees have been waived. c. Lusaka Securities Exchange (“LuSE”) and the Securities and Exchange Commission (“SEC”) – Both the LuSE and SEC have been furnished with the penultimate draft of the Combined Offer Document for their review. The Combined Offer Document is on course for approval subject to finalisation of the salient dates of the Offer (which would be dependent on when the approvals as per a. and b. above are obtained). RECOMMENDATION It is, therefore, recommended that the Combined Rights Offer Document be adopted by the ICB. Submitted to the ICB for Review and Adoption.