Circular to Shareholders

Regarding:
The provision of technical assistance and allied support to the Company via the implementation of a Value Creation and Contribution Agreement between the Company and Arise B.V. (“Arise”), Industrial Development Corporation (“IDC”), and the National Pension Scheme Authority (“NAPSA”) and hereafter referred to as “Material Institutional Shareholders” and enclosing:

• A Notice convening a general meeting of Zanaco shareholders; and
• A Form of Proxy in respect of the general meeting

This Circular is available in English only. Copies of this Circular may be obtained from the registered office of Zanaco, the Sponsoring Broker and the Transfer Secretary whose addresses are set out in the “Corporate Information and Advisors” section of this Circular and will be available from Wednesday 10th March 2021, until Wednesday, 31st March 2021, both days inclusive. The Circular will also be available in electronic form on the Company’s website (www.Zanacobank.com) from Wednesday 10th March, 2021.

ACTION REQUIRED BY ZANACO SHAREHOLDERS

COURSES OF ACTION

• This Circular is important and requires your immediate attention. Please take careful note of the following provisions regarding the action required by Zanaco Plc Shareholders.
• If you are in any doubt as to the action you should take in relation to this Circular, please consult your stockbroker, banker, Legal Advisor, accountant, or other professional advisers immediately. If you have disposed of all your Zanaco Plc shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to the stockbroker, banker or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmitted by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory.
• This Circular contains information relating to the proposed implementation of a Value Creation and Contribution (“the Agreement”) Agreement between the Company and Material Institutional Shareholders (“MIS”) in which the MIS’s agreed that they shall provide technical assistance and allied support to the Company.
• The Zanaco Extraordinary General Meeting will be convened in terms of the Notice of the Zanaco PLC General Meeting commencing on page 44 of this Circular for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions necessary to approve and implement the Agreement. The Zanaco PLC General Meeting will be held at via the ZOOM electronic platform, at 09:00 hours Zambian time on Wednesday 31st March 2021.

IMPORTANT INFORMATION

The definitions as set out in the “Definitions and Interpretations” section of this Circular apply to this section
regarding essential information.

No person has been authorised by Zanaco to give any information or to make any representation not contained in or not consistent with this Circular or any other information supplied in connection with the Transaction. If given or made, such information or representation must not be relied upon as having been authorised by Zanaco, the Lead Advisor, the Sponsoring Broker, the Legal Advisors, or the Transfer Secretary. The delivery of this Circular shall not create any implication that there has been no change in the aairs of Zanaco since the date of the publication of this Circular, or that any other financial statement or other information supplied in connection with the Circular is correct at any time subsequent to the date indicated in the document containing the same.

The distribution of this Circular in certain jurisdictions may be restricted by law. Persons into whose possession this Circular comes are required by Zanaco, the Sponsoring Broker, the Legal Advisors, and the Transfer Secretary to inform themselves about and to observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Market And Industry Data
Market and other statistical information used throughout this Circular are based on independent industry publications, government publications or other published independent sources. Although Zanaco believes these sources are reliable, the Company has not verified the information independently and cannot guarantee its accuracy and completeness.

SALIENT DATES AND TIMES

Circular posted to Zanaco shareholders on	Wednesday, 10th March 2021
Announcement relating to the issue of the circular released on SENS on	Wednesday, 10th March 2021
Announcement relating to the issue of the circular published in the press on	Thursday, 11th March 2021
Last day to trade to be eligible to participate in and vote at the general meeting	Tuesday 30th March 2021
Record date to vote at the general meeting	Tuesday 30th March 2021
Last day to lodge forms of proxy for the general meeting with the transfer secretaries, by no later than 10:00. (Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement thereof)	Tuesday 30th March 2021
The general meeting of Zanaco shareholders	Wednesday 31st March 2021
Results of the general meeting released on SENS on	Friday 2nd April 2021
Results of the general meeting published in the press on	Monday, 5th March 2021

Notes:
All times referred to in this Circular are Zambian times.

The above dates and times are subject to amendment. Any material variation of the above dates and/or times will be published in the local press.

Qualifying Shareholders are required to notify their stockbroker or the Sponsoring Broker with their instructions on which course of action they wish to follow.

QUERIES
If you have any questions on any aspects of this Circular please contact your stockbroker, accountant, banker, legal practitioner or other professional advisors, or the Sponsoring Broker Stockbrokers Zambia at the contact details below:

Stockbrokers Zambia
Tel: +260 211 232 456
Email: [email protected]

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Zanaco – Related Party Circular (Full version).pdf
Zanaco – 2020 Annual Report.pdf
Zanaco – Notice and Agenda of 2021 AGM (Full version).pdf