PRIVATE AND CONFIDENTIAL ZCCM INVESTMENTS HOLDINGS PLC MATTERS ARISING – SPECIAL ICB MEETING HELD ON 5 JULY 2017 Page no. Minute no. MATTER/ITEM REQUIRED ACTION ACTION/STATUS 6 5.6.1.3 Cement Project With regard to the finalization of the Cement Project Proposal, the ICB directed Management to present a proposal by end of August 2017. This is an Agenda Item 6 5.6.2 Implementation of the Restructuring of Ndola Lime Company Limited (NLC) With regard to the restructuring of NLC, ZCCM-IH Management should implement the restructuring of NLC by end of July 2017 Restructuring of NLC is in progress, so far NLC has retrenched a total of 94 employees. In order to facilitate retrenchments, ZCCM-IH advanced a K 46 million to NLC out of which K 2.5 million was used for accrued pension benefits and K 1.9 million was used to pay for retirement benefits for 7 employees who had retired but had not yet been paid their terminal benefits. The 7 retired employees were still on the NLC payroll in line with the provisions of the Zambian Constitution. Once the retrenchment exercise is concluded, a final report will be presented to the ICB. MATTERS ARISING – 33RD ICB MEETING HELD ON 12 JULY 2017 Page no. Minute no. MATTER/ITEM REQUIRED ACTION ACTION/STATUS 4 5.2.3.1 Kapiri Glass Manufacturing (KGM) Conduct an independent assessment of the technical and commercial value of KGM The terms of reference for a technical expert have been developed and submitted to procurement for action. The primary lenders to KGM (DBZ and PTA Bank) have called their respective loans and appointed a receiver to oversee the process of recovering the outstanding amounts of USD 16 million. DBZ has advised ZCCM-IH to route all queries through the receiver. A draft investments appraisal has been prepared and will be submitted to the ICB. 4 5.2.4.1 Wangwa Farms Limited (Wangwa) Conduct an independent assessment of the technical and commercial value of Wangwa The terms of reference for a technical expert have been developed and submitted to procurement for action Preliminary discussions with the primary lenders suggest that the lender is prepared to accept a discount of 20% for the full settlement of the outstanding amount of ZMW 201 million as part of an equity. Negotiations, are however, ongoing to establish the appropriate level for the partial or full settlement of the debt for an equity stake indicatively over 85%. . 7 6.2.3 Presentation of the ZCCM-IH Cash Flows The ICB directed that all future cashflows should be presented month by month so as to help in making a comparison of the factors driving cashflows on a monthly basis The cashflows have been revised to reflect guidance provided by the ICB 8 7 Status of the Investrust Bank Plc (Investrust)Mandatory Offer Update on the Mandatory Offer to the ICB The Status Report on the Mandatory Offer and recapitalization plan for Investrust will be presented to the Special ICB Meeting to be held on 6 October 2017 17 10.3 Proposed Lease of Land to Copper Trees Minerals Limited and Update on Future Investment in Development of Land Post Reclamation of Tailings ZCCM-IH negotiates to convert the value of land into an increase in the shareholding in the JVC ZCCM-IH has written to Horizon based on guidance from the ICB. A response is yet to be received as details of the extent of the the increase in the shareholding need to be agreed. 18 11.2 Quarterly Bank Analysis the ICB directed Management to be providing a risk profile of all the funds placement in future reports This has been adopted as an on-going process. The risk profile of all the funds will be included in all Bank Analysis reports. 20 13 Retirement of Mr P D Chisanga post his engagement as Director General for the Zambia Development Agency The ICB noted Mr P D Chisanga’s submission and that it would present the matter to the Board Management proposes that the coopted membership of ZDA be retained. It is further proposed that a fourth seat be created for an additional coopted member on the ICB and that Mr P D Chisanga be appointed accordingly.