BONDHOLDERS OVERWHELMINGLY VOTE IN FAVOUR OF THE PROPOSED RESTRUCTRUING DEAL AS OF THE EARLY CONSENT DEADLINE.

On 13th May 2024, the Republic of Zambia, represented by the Ministry of Finance and National Planning of Zambia (the Issuer or Zambia) announced the launch of a consent solicitation (the Consent Solicitation) in respect of its:

i. US$ 750, 000, 000 5.375 per cent. Notes due 2022 (Regulation S ISIN: XS0828779594, Common Code: 082877959; Rule 144A ISIN: US988895AA69, CUSIP: 988895AA6) (the 2022 Notes);

ii. US$ 1, 000, 000, 000 8.500 per cent. Notes due 2024 (Regulation S ISIN: XS1056386714, Common Code: 105638671; Rule 144A ISIN: US988895AE81, CUSIP: 988895AE8) (the 2024 Notes) and,

iii. U.S$1,250,000,000 8.970 per cent. Notes due 2027 (Regulation S ISIN: XS1267081575, Common Code: 126708157; Rule 144A ISIN: US988895AF56, Common Code: 126844646, CUSIP: 988895AF5) (the 2027 Notes”)

in each case issued by the Issuer (each, a Series and, together, the Existing Notes)

Zambia undertook solicitation of consents (the Consent Solicitation) from the holders of the outstanding Existing Notes (the Noteholders) to consider and, if thought fit, pass extraordinary resolutions (the Extraordinary Resolutions) at meetings of the Noteholders to be held on 4th June, 2024 (the Meetings) to approve, inter alia, mandatorily exchanging the Existing Notes of that Series for New Notes (the Proposal).

The Consent Solicitation was made on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 13th May 2024 (the
Memorandum) which is available to Noteholders from the Consent Website: http://projects.morrowsodali.com/zambia, subject to eligibility confirmation and registration, or by contacting Morrow Sodali Limited (the Information and Tabulation Agent), the contact details for which are set out at the end of this announcement. Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum.

Zambia is pleased to inform that there was overwhelming participation and the outturn of the voting instructions was above the required minimum threshold. Refer to results of voting instruction and next steps at link here:

In response to the development the Hon. Minister of Finance and National Planning Dr. Situmbeko Musokotwane said:

are extremely pleased to see such high participation in our bondholder consent. Finalizing this agreement with bondholders will create the fiscal breathing space necessary for Zambia to remain on a trajectory of sustainable economic growth. After nearly four years since we initially defaulted on our Eurobonds, the close of the restructuring chapter is in sight. Our thanks go out to our bondholders for their support, and we look forward to finalizing all formalities with respect to the consent process in the coming weeks”

This announcement is released by The Republic of Zambia, represented by the Ministry of Finance and National Planning of Zambia, and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Consent Solicitation and the Proposal described above.

(White & Case LLP and Lazard Frères are respectively acting as the Legal and Financial Advisors).

Issued by: (Original Signed)
Felix Nkulukusa Secretary to the Treasury
MINISTRY OF FINANCE AND NATIONAL PLANNING

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