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Instructions to Scheme Creditors

Please download all files in the link after this paragraph and use them as a guide as you proceed to make final submission and vote below.

Please Download All Documentation Here

This is a folder containing all Scheme Of Arrangement information to be downloaded and read in full for transparency and understanding as you submit and vote below.

The Scheme Administrators strongly recommend that Scheme Creditors complete the Voting & Claim Form on this webpage, rather than downloading and completing a hard copy or electronic copy.

SECTION A – SCHEME CREDITOR AND CLAIM DETAILS

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(PACRA number for Zambian Entities)
Authorized Signatory Name (If Applicable)
Physical Address
Principal Contact Person

Claim & Account Details

(As at the Record Date (being 5:00p.m. (Lusaka time) on 17 May 2024 for Class 1 Scheme Creditors and 5:00p.m. (Lusaka time) on 23 May 2024 for Class 2 Scheme Creditors), I/we have or will have the following scheme claim”. (HLB, the Record Date is 7 Business Days before the Scheme Meetings so please confirm that our calculation above is accurate).
Including any VAT
Including any VAT
Including any VAT

Additional Details

Scheme Creditors are required to confirm details of their Claims and submit copies of documents relating to their Claim including any contracts (and any amendments, supplements, restatements, extensions, rectifications, and/or side letters thereto) and/or invoices and bills of any sort which are pertinent to each Scheme Creditor’s Claim.

Designated Account

Please confirm details of the bank account to which you would like your Scheme Entitlement to be paid (your “Designated Account”). Please note that the Designated Account will need to be in the legal name of the Scheme Creditor.

**

Please note payment of any Scheme Entitlements following the submission of this Form is subject to an assessment of the details of the relevant Claim by the Scheme Administrators (in consultation with the Company and the Scheme Creditor), based on the calculations and information contained within this Form and the documentation submitted by each Scheme Creditor in support of its Claim. The Scheme Administrators may contact Creditors from time to time to obtain further details of the Claim using the contact details confirmed by each Scheme Creditor in this Form. Scheme Creditors are encouraged to respond to any requests for further information from the Scheme Administrators as soon as possible.

SECTION B – Scheme Voting Instructions

(i) NOTICE OF ATTENDANCE
Tick box if appropriate
And I/We intend to vote at the Scheme Meeting as follows:

I / We understand that this expression of intention is not binding and that a Scheme Creditor may vote as they see fit at the Scheme Meeting (provided the Scheme Creditor or authorised representative of a Scheme Creditor wishing to attend the Scheme Meeting must bring his or her passport or other government-issued photographic identification to the Scheme Meeting):
Full Name
Physical Address

(ii) APPOINTMENT OF PROXY

You are recommended to appoint the Chair as your proxy. If this proxy is given to the Chair, you must sign in either the “FOR” or “AGAINST” box in SECTION ii below for the appointment to be valid. The person whom you appoint as your proxy need not be a Scheme Creditor of the Company but must attend the Scheme Meeting in person to represent you.
Tick box if appropriate
Tick box if appropriate
Full Name
Physical Address
Date / Time
as our proxy to act for us at the Scheme Meeting to be held on ________ 2024 commencing __________am/pm at _______________ for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme and, at such meeting or any adjournment thereof, for and in the name of the undersigned.
And I/We intend to vote at the Scheme Meeting as follows:

SECTION C

ELECTION FOR CLASS 2 SCHEME CREDITORS
THIS SECTION IS TO BE COMPLETED BY CLASS 2 SCHEME CREDITORS ONLY. A CLASS 2 SCHEME CREDITOR IS A SCHEME CREDITOR WHICH, IN AGGREGATE WITH ITS AFFILIATES, HOLDS CLAIMS THE AMOUNT OF WHICH IS EQUAL TO OR GREATER THAN USD 1,000,000.00. The Class 2 Scheme Creditor elects:

SECTION D

CONFIRMATION AND SUBMISSION OF FORM

Each Scheme Creditor hereby represents, warrants, confirms, agrees and undertakes (as applicable), that:

(a) Authorisations and elections binding:

all authority conferred or agreed to be conferred pursuant to this Form and every obligation of, and every authorisation, election, instruction and agreement given by, the Scheme Creditor under this Form will be binding upon it and its successors and assigns;

(b) Signatory powers:

its signatory to this Form is authorised by it to submit this Form on its behalf and that it has granted its signatory all rights, powers and authorities to bind it and to deal with its Claims (including by entering into any compromise or settlement with respect to such Claims);

(c) No other liabilities:

it has provided, through the submission of this Form, evidence of all Liabilities and any Claims which it has or may have against any Group Company, and it otherwise has no Claims against any Group Company (other than with respect to any Excluded Liabilities which shall continue);

(d) Security:

(i) it holds no security in respect of its Claim; and (ii) to the extent that it later discovers that it holds security in respect of its Claim, any such security shall be released, waived or excluded under applicable law and considered void, and that it will not commence or continue, or instruct, direct, support (or authorise any other person to commence or continue) any Proceedings or Enforcement Action in respect of or arising from any such security; and

(e) Information:

(i) this Form replaces and supersedes in all respects any Form which it has previously submitted to the Scheme Administrators; (ii) all of the information provided by it in this Form is complete and accurate as of the date of submission of this Form, and all evidence provided by it pursuant to or in connection with this Form was and, at the time of making this representation remains, true, current, complete and accurate in all respects and not misleading in any respect. In the event that it becomes aware that any information submitted in this Form is untrue, inaccurate or misleading in any material respect, it shall notify the Scheme Administrators and rectify any error as soon as reasonably practicable and in any event prior to the Bar Date; (iii) it shall promptly and reasonably respond to any requests for further information or clarification by the Scheme Administrators as may be necessary in order to allow the Scheme Administrators (in consultation with the Company and the relevant Scheme Creditor) to confirm its Scheme Entitlement; support (or authorise any other person to commence or continue) any Proceedings or Enforcement Action in respect of or arising from any such security; and

(f) Independent and Informed Decision:

(i) it has received, and has reviewed, the Explanatory Statement and the Scheme and acknowledges, in its capacity as a Scheme Creditor, that in completing and submitting this Form, it has made its own independent decision as to how to exercise its vote (or instruct its proxy to vote) at the Scheme Meeting and in the case of Class 2 Scheme Creditors, as to how to exercise its election set out in Section C (Election for Class 2 Scheme Creditors), in each case in consultation with its own representatives and professional advisers to the extent it has considered it necessary to do so; (ii) it acknowledges that, to the extent that the relevant parts of this Form have been validly completed, the submission of this Form constitutes its written consent to the Scheme and the other matters contained herein; (iii) it undertakes to be bound by, and perform, each of the obligations set out in the Scheme and each of the Restructuring Documents (as applicable) as if set out in full in this Form and is assuming all of the risks inherent in participating in the Scheme and has undertaken all the appropriate analysis of the implications of participating in the Scheme without relying on the any Group Company, the Scheme Administrators or the Information Agent (other than any representations or warranties given in favour of that Scheme Creditor by the Company under the Explanatory Statement and any other Restructuring Document and, if applicable, the Lock-up Agreement);

(g) Applicable law and regulation:

it is not, so far as it is aware, contrary to applicable law or regulation in any relevant jurisdiction for the Scheme Administrators and/or the Company to accept its vote on the Scheme or distribute to it its Scheme Entitlement;

(h) Transfers, assignments and disposals:

: it has not, at any time after the Record Date, transferred, assigned, charged, disposed of, or entered into a sub-participation arrangement or otherwise granted any right of any nature to any person in respect of any of its Claims or the Liabilities owed to it (other than (if it is a party thereto) as expressly permitted by the Lock-up Agreement); and (i) Disputes: it will negotiate reasonably and in good faith to resolve any dispute in connection with this Form (or its Claim) up to (and including) the Bar Date.
Confirmation