SENS ANNOUNCEMENT. (the Notice or Announcement ) METAL FABRICATORS ZAMBIA PLC ( ZAMEFA ) [Incorporated in the Republic of Zambia]

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1 SENS ANNOUNCEMENT (the Notice or Announcement ) ISSUER METAL FABRICATORS ZAMBIA PLC ( ZAMEFA ) [Incorporated in the Republic of Zambia] Company registration number: 5079 Share Code: ZAMEFA ISIN: ZM Authorised by: Roseta M. Chabala Managing Director SPONSOR Stockbrokers Zambia Limited [Founder Member of the Lusaka Securities Exchange] [Regulated and licensed by the Securities and Exchange Commission of Zambia] Contact Number: Website: APPROVAL 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: 10 July

2 METAL FABRICATORS OF ZAMBIA PLC (Incorporated in the Republic of Zambia) (Registration number ) Share code: [ZAMEFA] ISIN: ZM Reunert International Investments (Mauritius) Ltd Incorporated in the Republic of Mauritius Company Number CI/GBL JOINT ANNOUNCEMENT CONCLUSION OF THE POST-COMPLETION PRICE ADJUSTMENT EXERCISE AND ANNOUNCEMENT OF THE TERMS OF THE MANDATORY OFFER BY REUNERT INTERNATIONAL INVESTMENT (MAURITIUS) LIMITED TO THE MINORITY SHAREHOLDERS OF METAL FABRICATORS OF ZAMBIA PLC Background We refer to the Cautionary Announcement by Metal Fabricators of Zambia Plc ( Zamefa or the Company ) first issued on 2 September 2016 in which shareholders of the Company were advised that Phelps Dodge Africa Cable Corporation ( PDACC ) and Reunert International Investments (Mauritius) Limited ( RIIL or the Offeror ) had informed the Company of RIIL s purchase of 20,423,207 Zamefa shares representing a 75.39% shareholding via a trade on the Lusaka Securities Exchange (the LuSE ) at a price equivalent to ZMW 4.82 per share. This purchase consideration was subject to a post-completion price adjustment exercise which has now been concluded. This price adjustment exercise did not result in a change in the price per share. Accordingly, RIIL hereby announces that it is proceeding to make a mandatory offer (the Offer ) to acquire the shares in Zamefa not already owned by RIIL from the minority shareholders of Zamefa, pursuant to Rule 56 of the Securities (Takeovers and Mergers) Rules, Statutory Instrument No 170 of 1993, (the Takeovers Rules ).

3 Terms of the Offer On 11 April, RIIL submitted a letter of offer outlining its intention to undertake the Offer, being a cash offer to the Board of Directors of Zamefa to purchase up to 6,666,893 shares of Zamefa from the minority shareholders of Zamefa, representing a 24.61% shareholding in the Company, at a price per share ex dividend of ZMW 4.82 (the Offer Price ) to be settled at the close of the Offer period. The Offer Price is the price at which RIIL acquired its interest in Zamefa from PDACC. On 11 April, the Board of Zamefa appointed a committee of independent directors to discharge the duties of the Board with regard to the Offer (the Committee of Independent Directors ). Accordingly, as stated under section 4 below, RILL and Zamefa will send, to each shareholder of Zamefa, a combined Offer document and Circular setting out details of the Offer, actions to be taken by those minority shareholders of Zamefa who may wish to participate in the Offer, and the recommendations by the Committee of Independent Directors to shareholders as to whether or not to accept the Offer. At their sole discretion, shareholders of Zamefa registered as members of the Company as at the Record Date (as defined in the combined Offer document and Circular) of the Offer may choose to do nothing, sell some, all or none of the shares they own in Zamefa to RIIL. Identity of Ultimate Offeror or controlling shareholder The ultimate offeror (being the direct shareholder of RIIL) is Reunert Limited ( Reunert ), a company incorporated in the Republic of South Africa with registration number 1913/004355/06 and listed on the Johannesburg Stock Exchange Limited. We confirm that Reunert and RILL have confirmed that they have sufficient resources to satisfy full acceptance of the Offer by the minority shareholders of Zamefa, at the Offer Price stated above. Offer document and Circular The combined Offer document and Circular will be posted on or about Monday, 24 July and will include: a description of the Offer; a detailed timetable of the Offer; actions that should be taken by minority shareholders who wish to participate in the Offer by selling some or all of the eligible shares they own in the Company. the opinion of the independent financial advisor contracted by the Board of the Company as to whether the Offer is, or is not, fair and reasonable; the recommendation of the Committee of Independent Directors in relation to the acceptance or rejection of the Offer; and

4 any other information to enable the minority shareholders to reach a properly informed decision as to whether to accept or reject the Offer. Conditions of the Offer The full terms of the Offer will be contained in the combined Offer document and Circular to Zamefa minority shareholders that will be sent to each minority shareholder registered as at the Record Date of the Offer. The Offer is being made subject to the provisions of the Takeovers Rules, the Companies Act, Chapter 388 of the laws of Zambia and the LuSE Listing Rules. Confirmation that resources are available to satisfy full acceptance of the Offer Investec Bank Limited, who are the Advisers to Reunert and RIIL confirm that adequate resources are available to satisfy full acceptance of the Offer to acquire the minority shares in the Company under the Offer. Offer timetable The Offer shall remain open for fourteen (14) days after the posting of the combined Offer document and Circular to the eligible minority shareholders. Shareholders wishing to sell some or all of their shares in the Company must tender their shares as prescribed in the combined Offer document and Circular, before the close of the Offer period which runs from Monday, 31 July to Friday, 14 August. The indicative timetable is summarised below: Zamefa and RIIL joint press announcement of the completion Monday: 10 July of the post-completion price adjustment exercise and the terms and conditions of the Mandatory Offer to Zamefa shareholders Record Date of the Offer: Share register record to be used for Friday: 21 July posting the combined Offer document and Circular Combined Offer document and Circular to Zamefa shareholder On or about Monday, posted to Zamefa shareholders via registered mail 24 July Offer opens at 08:00hours on Monday: 31 July Offer closes at 17:00hours on Monday: 14 August Last date for receipt of postal acceptances, postmarked on or before Wednesday 16 August to be received by 17:00 hours on Date on which share transfers will be traded through the LuSE Settlement Date (T+3) Payment made to shareholders by their respective brokers on Wednesday: 16 August Monday: 21 August Thursday: 24 August Friday:25 August

5 Results of the Offer published on Monday:28 August 8. ACTION BY SHAREHOLDERS AND IMPORTANT NOTICE The minority shareholders of the Company are not obligated to sell their shares to RIIL pursuant to the Offer. The Offer gives the minority shareholders the opportunity, following the change in control of the Company, to decide whether to keep all their shares or sell some and keep part or sell all. Shareholders who wish to respond to the Offer by selling some or all of the shares they own in the Company should complete the Acceptance Form enclosed with the combined Offer document and Circular. Shareholders who prefer not to sell any of their shares do not need to respond to the Offer in any way and will simply retain their existing shares in the Company. 9. WITHDRAW OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that the post-completion price adjustment exercised has been concluded and did not result in a change in the price per share. Shareholders are accordingly advised that the cautionary announcement first issued on 2 September 2016 is hereby withdrawn. By Order of the Board Jonathan Ambali Company Secretary Issued in Lusaka on 10 July Lusaka Securities Exchange Sponsoring Broker T E advisory@sbz.com.zm W Stockbrokers Zambia Limited (SBZ) is a founder member of the Lusaka Securities Exchange and is regulated by the Securities and Exchange Commission of Zambia First Issued on 10 July

6 Financial adviser and Sponsoring broker to Zamefa Legal adviser to Reunert, RIIL and Zamefa in Zambia Financial adviser to Reunert