Zccm Inv.hds.b Regulatory News (ZCC)

SENS ANNOUNCEMENT

(the "Notice" or "Announcement")

ISSUER

The captioned Notice or Announcement has been approved by:

i. the Lusaka Securities Exchange

ii. the Securities and Exchange Commission

iii. Stockbrokers Zambia Limited

DISCLAIMER AND RISK WARNING

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

Investors are advised to seek the advice of their investment advisor, stockbroker, or any professional duly licensed by the Securities and Exchange Commission of Zambia to provide securities advice.

ISSUED: 29 May 2017

ZCCM INVESTMENT HOLDINGS PLC

[Incorporated in the Republic of Zambia] Company registration number: 119540000771 Share Code: ZCCM-IH

ISIN: ZM0000000037 ["ZCCM-IH" or the "Company"]

CAUTIONARY ANNOUNCEMENT

Background

Shareholders of ZCCM Investment Holdings ("Shareholders") ("ZCCM-IH") will be aware that in February 2016, ZCCM undertook to subscribe for all shares not subscribed for by other Investrust Bank Plc ("Investrust") shareholders in the Investrust Rights Offer (the "Rights Offer"). This resulted in ZCCM-IH's shareholding in

Investrust to increase from 10% to 48.6%. As a result, ZCCM-IH was required to proceed with a Mandatory Offer to all the other shareholders in Investrust in accordance with Rule 56 of the Third Schedule of the Securities (Takeovers and Mergers) Rules, Statutory Instrument No 170 of 1993, (the "Takeovers Rules"), issued pursuant to the Securities Act, Chapter 354 of the Laws of Zambia (the "Securities Act").

However, as provided for in the Takeovers Rules, ZCCM-IH opted to apply to the Securities and Exchange Commission ("SEC") for a waiver to proceed with a Mandatory Offer which was granted by the SEC on 21 October 2016 on condition that ZCCM-IH will sell-down its shareholding in the Bank to below 35% by 21 October 2017. Hitherto, ZCCM-IH has only managed to sell 3.2% and ZCCM-IH thus currently has a shareholding of 45.4% in the Bank.

Notification of Intention to Undertake a Mandatory Offer to Investrust Shareholders

ZCCM-IH has now resolved that it would immediately and prior to the expiration of the waiver period proceed to undertake a Mandatory Offer to all Minority Shareholders in Investrust and thus, on 18 May 2017, ZCCM-IH formally notified the Board of Investrust of its intentions to proceed with a Mandatory Offer to the Minority Shareholders of Investrust prior to the 21 October 2017 deadline.

ZCCM-IH is currently in discussions with Investrust on the process and timing of the Mandatory Offer and will provide further information once the discussions have been concluded.

Accordingly, and in the meantime, Shareholders are advised to exercise caution when dealing in the Company's securities until a full announcement is made.

By Order of the Board

Chabby Chabala

Company Secretary

Issued in Lusaka, Zambia on Monday 29th May 2017

T | +260-211-232456

E | advisory@sbz.com.zm

W | www.sbz.com.zm

Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka Securities

Exchange and is regulated by the Securities and Exchange Commission of

Zambia

First Issued on Monday, 29th May 2017