Private and Confidential Enclosure 2 ZCCM INVESTMENTS HOLDINGS PLC PROPOSED INVESTRUST BANK PLC MANDATORY OFFER BUDGET June 2017 1. BACKGROUND AND INTRODUCTION In February 2016, ZCCM Investments Holdings PLC (“ZCCM-IH”) undertook to underwrite 100% of the Investrust Bank PLC (“Investrust”) Rights Offer to shareholders (the “Rights Offer”). Subsequent to the Rights Offer, ZCCM-IH’s shareholding in Investrust increased from 10.6% to 48.6%. As a result, ZCCM-IH was required to make a Mandatory Offer to all other shareholders (“Mandatory Offer”) in Investrust in accordance with Clause 56 of the Third Schedule of the Securities (Takeovers and Mergers) Rules, Statutory Instrument No. 170 of 1993 (the “Takeovers Rules”). However, as provided for under Clause 56 of the Takeover Rules, ZCCM-IH opted to apply to the Securities and Exchange Commission (the “SEC”) for a waiver of the Mandatory Offer requirement, which was granted by the SEC on 21 October 2016, effectively giving ZCCM-IH until 21 October 2017 to sell-down its shareholding in Investrust to below 35%. Hitherto, ZCCM-IH has only managed to sell-down to a 45.4% shareholding in Investrust. On 5 May 2017, the Board of ZCCM-IH (the “Board”) resolved that ZCCM-IH Management (“Management”) proceed to immediately undertake a Mandatory Offer ahead of the sunset of the waiver period granted by the SEC. ZCCM-IH shall, therefore, offer (unconditionally) to purchase 4,458,730 shares (representing 54.6% shareholding in Investrust, not held by ZCCM-IH) from the minority shareholders of Investrust at a price of ZMW 11.44 per share, that is, the price at which ZCCM-IH acquired its 48.6% shareholding in Investrust subsequent to the Rights Offer; the point at which ZCCM-IH exceeded the 35% shareholding threshold as per the Takeovers Rules. However, the minority shareholders have the option, in their individual capacity, to reject the offer by ZCCM-IH. 2. IMPLIED OBLIGATIONS FOR ZCCM-IH AS THE OFFEROR ZCCM-IH is required to undertake the following prior to the opening of the Mandatory Offer period and trade execution on the LuSE: i. ZCCM-IH to formally communicate to the Investrust Board its intention to undertake the Mandatory Offer. This has been executed; ii. ZCCM-IH to formally notify the SEC of its intention to proceed with the Mandatory Offer. This has been executed; iii. Publication of Cautionary Announcements and updates during the Mandatory Offer period, to the extent required by relevant laws and regulations. A Cautionary Announcement with regards to the Mandatory Offer has been published by ZCCM-IH; iv. Announcement of the Requirement to undertake and Terms of the Mandatory Offer; v. Circulation of a Mandatory Offer document detailing the background and terms of the Mandatory Offer and the actions to be taken by the minority shareholders. Annexed hereto is the indicative Mandatory Offer (process) timeline as provided by ZCCM-IH’s Sponsoring Broker, Stockbrokers Zambia Limited (“SBZ”). 3. COST ESTIMATE TO UNDERTAKE THE MANDATORY OFFER The total costs of undertaking the mandatory offer are outlined as below: Item No. Description Note Amount (ZMW) 1 Value of shares to be acquired (ZMW 13.50 x 4,458,730) a 60,192,855.00 2 Transaction Sponsor/Adviser and other advisory fees b 1,265,666.00 3 LuSE and SEC Document Scrutiny Fee c 61,583.30 4 Brokerage fees on trade d 601,928.55 5 SEC fees on trade " 75,241.07 6 LuSE fees on trade " 150,482.14 7 Contingency (10% of the aggregation above costs 1 to 6) 6,228,275.61 TOTAL BUDGET 68,576,031.67 Notes a. The budgeted value assumes that all the minority shareholders accept ZCCM-IH’s offer and sell their shares in their entirety; b. The amount is based on the quote to ZCCM-IH by the Sponsoring Broker including costs for other sub-agents/advisors; c. SEC scrutiny fee is based on 111,112 fee units charged on the examination of prospectus or other offer document at ZMW 0.30 (30 Ngwee) per fee unit pursuant to Statutory Instrument No. 82 of 2013, The Securities (Licensing, Fees and Levies) Rules. The LuSE document scrutiny fees and Circular fees are ZMW 22,500 and ZMW 5,750 respectively; d. Brokerage fee is charged at 1% (negotiable) on the value of the shares traded, while SEC and LuSE fees are charged at 0.125% and 0.25% respectively. For purposes of the budget estimate above, the aforementioned rates are applied on the value of the shares that are the subject of the Mandatory Offer. 4. BUDGET APPROVAL Inasmuch as the Management was mandated to proceed with the Mandatory Offer, the approved budget for the 2017/2018 financial period did not accommodate the Mandatory Offer and its attendant casts as the decision to immediately proceed with the Mandatory Offer was made post budget approval whereas the decision initially was to scale down to below 35%. Given the magnitude of the transaction and in keeping with the mandate accorded to Management to prudently undertake the Mandatory Offer, Management hereby seeks the approval of the Mandatory Offer budget as outlined in Section 3 of this paper. The Mandatory Offer budget shall be supplementary to the existing budget and serve as a guide for future expenditure with regards to the specific assignments required to undertake the Mandatory Offer. Submitted to the Board for Approval ANNEXURE: Mandatory Offer Timeline.