Project Malva – Circular to Shareholders

TABLE OF CONTENTS

CORPORATE INFORMATION AND DETAILS OF PROFESSIONAL ADVISORS

FORWARD LOOKING STATEMENTS

This Circular includes forward looking statements regarding Cottco Holdings Limited. Forward looking statements include statements concerning Cottco Holdings Limited's plans, objectives, goals, strategies and future operations and performance and the assumptions underlying these forward-looking statements. Throughout this Circular, Cottco Holdings Limited uses words such as "should", "may", "anticipates", "estimates", "expects", "believes", "intends", "plans", "will", "seeks", "projections", "future", "likely" and any similar expressions to identify forward-looking statements.

Cottco Holdings Limited and its representatives have based these forward-looking statements on the current views of their management and advisors with respect to future events and financial performance. These views reflect the best judgment of Cottco Holdings Limited and its representatives but involve uncertainties and are subject to certain risks, the occurrence of which could cause actual results to differ materially from those predicted. Although Cottco Holdings Limited believes that the estimates and the projections reflected in its forward-looking statements are reasonable, if one or more of the risks or uncertainties materialise or occur, including those which Cottco Holdings Limited and its representatives have identified in this Circular, or if any underlying assumptions prove to be incomplete or incorrect, Cottco Holdings Limited's actual results of operations may vary from those expected, estimated, or projected.

These forward-looking statements speak only as at the date of this Circular. Neither Cottco Holdings Limited nor its representatives are obliged to or intend to update or revise any forward-looking statements made in this Circular, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to Cottco Holdings Limited, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this Circular. As a result of these risks, uncertainties and assumptions, Cottco Holdings Limited Shareholders should not place undue reliance on these forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. Cottco Holdings Limited Shareholders should be aware that several important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements. Cottco Holdings Limited does not make any representation, warranty, or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario and/or outcome.

INTERPRETATIONS AND DEFINITIONS

In this Circular to Shareholders, the following definitions shall have the meanings adjacent to them, unless the context requires otherwise. Words in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons (whether corporate or unincorporate and vice versa) and words in the masculine shall import both the feminine and neuter.

CORPORATE RESCUE PRACTITIONERS’ RESPONSIBILITY STATEMENT

The Corporate Rescue Practitioners whose names appear below, jointly and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that they have made all reasonable enquiries and declare that to the best of their knowledge and belief, there are no facts, the omission of which would make any statement in this Circular false or misleading.

The Corporate Rescue Practitioners also confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisors would reasonably require and expect in order to make an informed assessment of the Proposed Transaction, prospects of the Company and the rights attaching to the securities to which this Circular relates. This confirmation is given subject to, and must be read with, the Waiver granted by the ZSE in respect of the financial information requirements, the effect of which is that this Circular does not contain audited annual financial statements or a report of historical financial information in respect of the Company, and Shareholders are accordingly unable to assess the financial position of the Company from this Circular.

Signed at ___HARARE__ on the ___5^th___ day of November 2026.

Farai Chibisa

Corporate Rescue Practitioner

Ian Mtetwa

Corporate Rescue Practitioner

PART A: SALIENT INFORMATION AND IMPORTANT DATES

1.Introduction

The Corporate Rescue Practitioners of Cottco Holdings Limited (“Cottco” or the “Company”) are proposing the termination of the Company’s listing on the Zimbabwe Stock Exchange (“ZSE”). Trading in the Company’s ordinary shares has been suspended on the ZSE since November 2014, following an application by the Company for the suspension of trading made in connection with proceedings for provisional judicial management. The Suspension has remained in force continuously since that date.

The decision to pursue the Proposed Transaction follows the placing of the Company under voluntary corporate rescue by resolution of the Board of Directors on 12 May 2026, in accordance with the provisions of the Insolvency Act. Mr. Farai Chibisa and Mr. Ian Mtetwa of Grant Thornton (Zimbabwe) were subsequently appointed as joint Corporate Rescue Practitioners of the Company.

The decision follows careful consideration by the Corporate Rescue Practitioners in consultation with the Co-Financial Advisors and has been determined to be in the best interests of the Company and its stakeholders. It has been taken to facilitate the resuscitation of the Company by developing and implementing a rescue plan aimed at restructuring its affairs, business, property, debt, and other liabilities.

The purpose of this Circular is to furnish Shareholders with all the relevant information relating to the proposed delisting of the Company in accordance with the Companies and Other Business Entities Act [Chapter 24:31] and the ZSE Listing Requirements. This Circular is intended to enable Shareholders to make an informed decision in respect of the Proposed Transaction.

2.Extraordinary General Meeting

Cottco Holdings Limited’s Shareholders are being called by notice dated Thursday, 5 November 2026 (which is attached to and forms part of this Circular) to attend an EGM of the Company which will be held on Thursday, 26 November 2026 to consider and, if deemed fit, to approve the termination of the listing of Cottco on the ZSE.

The resolutions for the approval of the Proposed Transaction are set out in full in Annexure I of the Document.

The Corporate Rescue Practitioners have adopted a resolution concerning the Proposed Transaction based on the rationale detailed below:

1. Prolonged Suspension – trading in the Company’s shares has been suspended since November 2014, a period approaching twelve years, during which no market price has been established, and Shareholders have had no means of realising value through the exchange.
2. Stabilisation and Recovery – delisting is a strategic step to stabilise the Company and support its long-term recovery under the Corporate Rescue Plan.
3. Regulatory Compliance – the Company is unable to meet certain continuing obligations of listing, including the timely submission of audited financial statements and the settlement of listing fees, and delisting is aimed at avoiding regulatory penalties and a forced termination by the exchange in terms of sections 7(4) and 10(1) of the ZSE Listing Requirements.

4. Operational Focus – delisting will allow the Corporate Rescue Practitioners to concentrate on critical restructuring and recapitalisation tasks without the demands of public market compliance.
5. Operational Flexibility – delisting enables the confidential and efficient implementation of essential measures, including creditor negotiations, the introduction of new capital, cost rationalisation, and asset rationalisation.
6. Cost Reduction – delisting reduces costs associated with maintaining a public listing, freeing resources for the recovery of the business and for obligations to contracted growers, employees and creditors.
7. Shareholder Protection – the Company’s shares have faced prolonged uncertainty and illiquidity. Voluntary delisting resolves this uncertainty, protects Shareholder interests during restructuring, and allows focused recovery efforts to stabilise operations for a possible future relisting.
8. Temporary Measure – delisting is not an endpoint but a strategic pause to enable recovery.

3.Timelines and Milestones

The table below details the proposed timelines and milestones that the Corporate Rescue Practitioners believe are feasible for the Company to undergo a successful delisting.

Notes

• The dates stated above are subject to change at the discretion of the Corporate Rescue Practitioners and any such change will be published to Shareholders through the Zimbabwean press, ZSE website and Company website.
• All times indicated above and elsewhere in this Circular are Zimbabwean standard times.
• If the EGM is adjourned or postponed, Forms of Proxy submitted in respect of the EGM will remain valid in respect of any adjournment or postponement thereof.
• If the Proposed Transaction is approved by Shareholders at the EGM, update announcements will be made on progress regarding completion of any outstanding conditions precedent.

4.Conditions Precedent

The implementation of the Proposed Transaction is conditional upon the following:

1. The passing of the Special Resolution by Shareholders of Cottco Holdings Limited, by a minimum of 75 per centum of the votes of all Shareholders present or represented by proxy, excluding any Controlling Shareholder, its Associates and any party Acting in Concert, in terms of section 11(5) of the ZSE Listing Requirements, at an EGM to be held on Thursday, 26 November 2026 in terms of the Notice of the EGM published on the ZSE website and Company website, dated Thursday, 5 November 2026;
2. The passing of the Ordinary Resolution to give the Corporate Rescue Practitioners authority to give effect to the Special Resolution;
3. The Corporate Rescue Practitioners obtaining a court order or alternatively the adoption of a Corporate Rescue Plan, contemplating the Proposed Transaction in accordance with section 130(1) of the Insolvency Act; and
4. Obtaining all such other necessary regulatory approvals as may be required.

5.Actions to be taken by Cottco Shareholders

Upon receipt of this Circular, the recipient should:

• Read this Document in its entirety. If you are in doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors;
• Attend the EGM to be held on Thursday, 26 November 2026 and vote on the resolutions that will be required to give effect to the Proposed Transaction as presented in this Circular.

Shareholders who are unable to attend the EGM, but who wish to be represented there, should complete and sign the Proxy Form included in this Document and ensure that it is either lodged with the Company Secretary at the Registered Office of Cottco Holdings Limited being 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe, or at the offices of the Transfer Secretaries at 1 Armagh Avenue, Eastlea, Harare, Zimbabwe, or scanned and emailed to the Company Secretary at tzivanai@cottco.co.zw, or scanned and emailed to the Transfer Secretaries at info@fts-net.com, so that it is received by the Transfer Secretaries by 10:00 hours on Tuesday, 24 November 2026.

6.Documents Available for Inspection

Copies of the following documents will be available for inspection between Thursday, 5 November 2026 and Thursday, 26 November 2026, during normal working hours, at the Transfer Secretaries’ and Cottco Holdings’ Registered Office at the addresses set out in the “Corporate Information” section at the beginning of this Document:

1. The Memorandum of Association of the Company;
2. The Articles of Association of the Company;
3. The written consents of the advisors for the Proposed Transaction;
4. The Board resolution placing the Company under Corporate Rescue Proceedings dated 12 May 2026;
5. The Corporate Rescue Practitioners’ approval for the Proposed Transaction;
6. The ZSE letter dated 20 October 2026 granting the Waiver;
7. A signed original copy of this Circular; and
8. The ZSE approval letter for the distribution of the Circular.

PART B: CORPORATE RESCUE PRACTITIONERS’ LETTER TO SHAREHOLDERS

Address: Camelsa Business Park, 135 E.D. Mnangagwa Road, Highlands, Harare, Zimbabwe

Dear Shareholder

We are writing to you as the joint Corporate Rescue Practitioners of Cottco Holdings Limited (“the Company”) to seek your support for the proposed voluntary termination of the Company’s listing on the Zimbabwe Stock Exchange (“ZSE”). This decision follows careful consideration by ourselves, in consultation with the Company’s management and its financial advisors, and has been determined to be in the best interests of the Company and its stakeholders.

As you will be aware, trading in the Company’s shares has been suspended on the ZSE since November 2014. The Suspension followed the Company’s own application, made at a time when it was unable to settle obligations arising from inputs advanced to contracted cotton growers. In the years since, the Company has operated without a traded market in its shares, and Shareholders have had no practical means of realising value on the exchange.

On 12 May 2026, the Board resolved to place the Company under voluntary corporate rescue in accordance with the provisions of the Insolvency Act. That step was taken to protect the business, to arrest creditor enforcement action, and to create the conditions for a recapitalisation. It enables the development and implementation of a rescue plan aimed at restructuring the Company's affairs, business, debt, and other liabilities. The objective is to maximise the likelihood of the Company continuing as a solvent and sustainable entity, and to secure a better return for creditors and Shareholders than would result from an immediate liquidation.

The Company remains central to Zimbabwe’s cotton value chain and to the livelihoods of the smallholder growers who deliver seed cotton to it each season. Preserving that role is the first priority of the corporate rescue. The 2026 cotton marketing season is concluding, and the Company’s ability to fund and pay for grower deliveries in 2027 depends on concluding the restructuring without avoidable delay.

The decision to terminate the Company’s listing is a strategic step aimed at stabilising the Company and supporting its recovery. The Company is presently unable to meet certain continuing obligations of listing, in particular the timely submission of audited financial statements and the settlement of listing fees. Maintaining a suspended listing indefinitely would prolong uncertainty without conferring any benefit on Shareholders and would expose the Company to the risk of a forced termination by the exchange.

Delisting provides the flexibility needed to implement sensitive measures, including negotiations with creditors, engagement with prospective investors, and the rationalisation of assets and costs, in a confidential and efficient manner. It also removes the costs of maintaining a public listing, freeing resources for the recovery of the business.

We wish to be candid with Shareholders regarding the financial information available to them. The ZSE has granted a waiver from the requirement to include audited financial statements and a reporting accountant's report in this Circular. The Company's audit is in arrears, and the audit for the most recent completed financial year (2025) cannot be completed within the timeframe of this process. The

Company’s financial statements were last audited for the 2024 financial year, and no audited financial statements have been published since then.

This decision is not an endpoint but a strategic pause to facilitate a comprehensive restructuring of the Company’s capital structure and operations. We are committed to keeping Shareholders informed throughout this process and will provide regular updates on progress.

Accordingly, and in the exercise of the powers vested in us under the Insolvency Act, we recommend that all Shareholders vote in favour of the resolutions approving the delisting of Cottco Holdings Limited’s ordinary shares from the Zimbabwe Stock Exchange.

Farai Chibisa

Corporate Rescue Practitioner

Ian Mtetwa

Corporate Rescue Practitioner

PART C: DETAILS OF THE PROPOSED TRANSACTION

1.Introduction

On the 12^th of May 2026, the Board of Cottco Holdings Limited (“Cottco” or the “Company”) announced its resolve to place the Company under voluntary Corporate Rescue. The decision was made following an assessment of the financial distress of the Company, including the level of legacy indebtedness and the shortfall in cotton intake arising from the 2024 El Niño induced drought. The Company was thereafter placed under corporate rescue in terms of Section 122 of the Insolvency Act. Mr. Farai Chibisa and Mr. Ian Mtetwa of Grant Thornton (Zimbabwe) were appointed as joint Corporate Rescue Practitioners of the Company.

The first meeting of creditors and Shareholders of the Company was held before the Master of the High Court of Zimbabwe on the 19^th of June 2026 to discuss and approve measures required to resuscitate the Company through a restructuring process. The restructuring aims to enhance the Company’s prospects of continuing as a solvent entity, and to improve returns to creditors and Shareholders compared to immediate liquidation. The meeting resolved to delist Cottco Holdings Limited from the Zimbabwe Stock Exchange (the “Proposed Transaction”) as one of the steps in the recovery process.

The purpose of this Circular is to furnish Shareholders with relevant information regarding the proposed delisting of the Company in accordance with the Companies and Other Business Entities Act [Chapter 24:31] and the Zimbabwe Stock Exchange (“ZSE”) Listing Requirements, to enable Shareholders to make an informed decision on the Proposed Transaction.

2.Proposed Termination of the ZSE Listing

Subject to Shareholders’ approval at the EGM, the Corporate Rescue Practitioners propose the voluntary termination of Cottco’s ZSE listing. The Company’s creditors and members resolved to pursue the Proposed Transaction, and the subject resolutions grant the Corporate Rescue Practitioners the authority to execute and ensure the effective implementation of the Corporate Rescue Plan. The Proposed Transaction is expected to unlock the benefits to the Company, its creditors and Shareholders as more fully stated hereunder.

3.Rationale of the Proposed Transaction

3.1.Stabilisation and Recovery

By exiting the public market, the Company gains the breathing room necessary to address its financial and operational challenges without the immediate pressures of market expectations and regulatory compliance. This step is foundational to implementing a structured turnaround plan aimed at restoring solvency, rebuilding stakeholder confidence, and positioning the Company for sustainable operation. Delisting allows management and the Corporate Rescue Practitioners to prioritise urgent recovery actions, such as renegotiating liabilities and securing funding for the cotton crop cycle, which are essential to safeguarding the Company’s future.

3.2.Prolonged Suspension of Trading

The Company’s ordinary shares last traded on the ZSE on 5 November 2014. The Suspension was sought by the Company itself in connection with proceedings for provisional judicial management, which arose

from its inability to settle obligations incurred in funding inputs advanced to contracted cotton growers. No market price has been established in the intervening period, and Shareholders have had no means of dealing in their shares on the exchange.

The Proposed Transaction therefore formalises a position that has subsisted in substance for close to twelve years. In the assessment of the Corporate Rescue Practitioners, a listing that has been suspended for that length of time confers no benefit on Shareholders while continuing to impose cost and compliance obligations on the Company.

3.3.Regulatory Compliance

The Company faces ongoing material challenges in meeting key listing requirements of the ZSE. The current suspension has not relieved the Company of its obligations as a listed issuer. In terms of section 9 of the ZSE Listing Requirements, an issuer whose securities have been suspended must continue to comply with all of the listing requirements, must submit to the ZSE a quarterly report on the progress made towards the restoration of its listing, and must advise its security holders quarterly of that progress. The Company has been unable to discharge these obligations in full.

The Company's principal difficulty lies in the preparation and timely submission of audited financial statements. The audit cycle fell into arrears during the period in which the Company operated without a duly constituted Board, and the audited annual financial statements for the most recent completed financial year (2025) remain outstanding. It is for that reason that the waiver referred to in paragraph 8 of this Part C was sought from the ZSE in respect of the financial information that would otherwise be required to be included in this Circular.

The continuation of this position exposes the Company to a termination of its listing at the instance of the ZSE. In terms of section 7(4) of the ZSE Listing Requirements, where the securities of an issuer have been suspended and the issuer fails to obtain a restoration of the listing within 180 days of the date of suspension, the ZSE may terminate the listing. In terms of section 10(1) of the ZSE Listing Requirements, the ZSE may remove securities from the official list for various reasons including failure to comply with the listing requirements. A termination at the instance of the ZSE would take effect on such terms and at such time as the ZSE determined, without any resolution of Shareholders, and without the Company being in a position to manage the timing of the removal or the announcements made in connection with it.

A voluntary termination on request in terms of section 11 of the ZSE Listing Requirements allows the Company to address this position on its own terms, with the approval of Shareholders and at a time selected by the Corporate Rescue Practitioners in the interests of the corporate rescue, rather than to await a decision of the ZSE. It also relieves the Company of the recurring compliance burden described above, which would otherwise continue to absorb management time and professional cost that is better applied to the rescue itself.

3.4.Operational Focus

Publicly listed companies operate under intense scrutiny, with obligations to meet periodic reporting deadlines. These demands can distract management from executing the deep-rooted restructuring needed to revive the Company and to protect it from the threat of liquidation. Delisting eliminates the pressure of public market oversight, enabling the Corporate Rescue Practitioners to concentrate fully

on high-priority tasks such as renegotiating debt terms, securing crop funding, streamlining operations, and engaging constructively with creditors. This undivided focus is vital to achieving the objectives of the corporate rescue plan.

3.5.Operational Flexibility

Delisting grants the Company greater flexibility to implement sensitive and complex restructuring measures discreetly. Negotiations with creditors over debt restructuring, discussions with prospective investors regarding a recapitalisation, and decisions to divest non-core assets can proceed more efficiently without public disclosure to unaffected persons that might compromise confidentiality or weaken bargaining positions. This agility is crucial for executing time-sensitive actions across the cotton marketing season, which are pivotal to the Company’s rehabilitation.

3.6.Cost Reduction

Maintaining a public listing incurs significant costs, including exchange fees, investor relations activities, and compliance-related overheads which include specialised legal and financial advice on a recurring basis. These financial burdens are unsustainable for a company undergoing corporate rescue, where every resource must be directed towards stabilisation efforts and towards obligations to growers, employees and creditors. Delisting eliminates these expenditures, freeing capital to fund critical recovery initiatives.

3.7.Shareholder Protection

The Company’s shares have been under suspension on the Zimbabwe Stock Exchange since November 2014. Maintaining this suspended status indefinitely would prolong uncertainty for Shareholders, as trading cannot resume until the Company meets listing requirements and stabilises its operations. Delisting provides a definitive resolution to this position and removes the overhang of regulatory non-compliance together with the risk of a forced delisting by the exchange. This step ensures that Shareholder interests are considered during the restructuring process, allowing the Company to focus on restoring value without the distraction of unresolved listing obligations.

4.Approvals Required

The Proposed Transaction is subject to approval being obtained from the Shareholders of Cottco at the EGM. In terms of section 11(4)(a) of the ZSE Listing Requirements, the Company may make written application to the ZSE for the removal of its ordinary shares from the official list only after Shareholder approval has been obtained at a general meeting called for that purpose. The application will state the reasons for the termination and the time and date from which the Company wishes the removal to take effect, as required by sections 11(2) and 11(4)(b). The Corporate Rescue Practitioners have accordingly adopted a three-stage approach. The purpose of the EGM is to obtain the Shareholder approval required by section 11(4)(a), so that the Company is in a position to apply to the ZSE without further reference to Shareholders once it is entitled to do so. Implementation of the Proposed Transaction will follow separately, and only once the requirements of section 130(1) of the Insolvency Act have been satisfied, whether by direction of the Court or by reason of the termination being contemplated in an approved Corporate Rescue Plan. The effective date of the removal of the Shares from the official list will be determined by the ZSE and announced to Shareholders.

5.Sequencing and Implementation of the Proposed Transaction

Because the Company is under Corporate Rescue Proceedings, the approval of Shareholders and the implementation of the Proposed Transaction are separate steps, which will not occur at the same time. Shareholders are asked to note the following sequence.

Stage 1 – Shareholder approval: At the EGM, Shareholders are asked to pass the Special Resolution approving the termination of the listing. This is the approval contemplated by section 11(4)(a) of the ZSE Listing Requirements, which requires that Shareholder approval be obtained in a general meeting called for that purpose before the Company makes written application to the ZSE. The Ordinary Resolution authorises the Corporate Rescue Practitioners to make that application when the Company is entitled to do so, so that no further meeting of Shareholders will be required.

Stage 2 – Authority to implement: Section 130(1) of the Insolvency Act provides that, during Corporate Rescue Proceedings, an alteration in the classification or status of any issued securities of the Company, other than by way of a transfer of securities in the ordinary course of business, is invalid except to the extent (a) that the Court otherwise directs, or (b) as contemplated in an approved Corporate Rescue Plan. The Corporate Rescue Practitioners will accordingly implement the Proposed Transaction only once one of those two conditions has been met, that is to say, either upon obtaining a direction of the High Court authorising the termination of the listing, or upon the adoption of a Corporate Rescue Plan which provides for it. The route to be followed will be determined by the Corporate Rescue Practitioners having regard to the progress of the Corporate Rescue Proceedings, and will be announced to Shareholders.

Stage 3 – Application to the ZSE and removal from the official list: Once the requirements of section 130(1) have been satisfied, the Corporate Rescue Practitioners will make written application to the ZSE in terms of section 11(2) of the ZSE Listing Requirements, stating the reasons for the termination and the time and date from which the removal is sought. The grant of that application, and the effective date of the removal, remain in the discretion of the ZSE.

Consequences for Shareholders: The approval sought at the EGM is an enabling approval. The passing of the Special Resolution will not of itself terminate the listing and does not oblige the Corporate Rescue Practitioners to proceed if, in their assessment, the Proposed Transaction ceases to be in the best interests of the Company and its stakeholders. Conversely, if the Special Resolution is not passed, the Proposed Transaction will not proceed, and the Company will remain a listed issuer with a suspended listing, exposed to the risk of a termination initiated by the ZSE in terms of sections 7(4) and 10(1) of the ZSE Listing Requirements. The suspension will continue in either case until the listing is either restored or terminated.

6.Mechanics of the Proposed Transaction

The Company will voluntarily delist from the ZSE by termination on request. The Company is not precluded by section 11(1) of the ZSE Listing Requirements from applying for the termination of its listing. The ZSE may, in terms of section 11(2) as read with section 11(4) of the ZSE Listing Requirements, grant the application for termination, provided that the securities may be removed from the official list only if Shareholders have approved the removal in general meeting. In terms of section 11(5), unless the ZSE otherwise decides, a minimum of 75 per centum of the votes of all

Shareholders present or represented by proxy at the EGM, excluding any Controlling Shareholder, its Associates and any party Acting in Concert, must be cast in favour of the Special Resolution. The grant of the application remains in the discretion of the ZSE and no assurance can be given that it will be granted or granted on the timetable set out in this Circular.

7.Effect of the Proposed Transaction on Shareholders

Shareholders should note the following consequences of the Proposed Transaction, if and when it is implemented in accordance with paragraph 5 above:

1. No offer to acquire the Shares is being made available to Shareholders in connection with the Proposed Transaction.
2. The rights attaching to the Shares are unaffected by the Proposed Transaction. Following the delisting, Shareholders will continue to hold Shares in the Company as an unlisted public company, and their rights as members will remain governed by the Articles and the Companies Act, subject to the effect of the Corporate Rescue Proceedings and of any Corporate Rescue Plan that may be adopted.
3. The Corporate Rescue Practitioners will procure that the Transfer Secretaries continue to maintain the Register following the delisting and will publish the arrangements for the withdrawal of dematerialised Shares from the CSD and the issue of Documents of Title, together with the procedure for off-market transfers of Shares.
4. The Corporate Rescue Practitioners have expressed the intention that the Company may in future apply for a fresh listing. Shareholders are cautioned that any such application would be a new application for listing, would be subject to the Company satisfying the conditions for listing in Part V of the ZSE Listing Requirements at that time, and that no assurance can be given that a relisting will occur.

8.Waiver Granted by the Zimbabwe Stock Exchange

Section 11(3) of the ZSE Listing Requirements provides that an issuer applying for the removal of its securities from the official list must send a circular to Shareholders giving reasons for the proposed termination, and that the circular must comply with section 274 (contents of all circulars). An application for a waiver from the financial information requirements was submitted to the ZSE Listings Committee on 26 August 2026, in terms of section 3(1)(d) of the ZSE Listing Requirements, and the Waiver was granted on the 20^th of October 2026.

9.Timelines and Milestones

The table below details the proposed timelines and milestones that the Corporate Rescue Practitioners believe are feasible for the Company to undergo a successful delisting.

Notes

• The dates stated above are subject to change at the discretion of the Corporate Rescue Practitioners and any such change will be published to Shareholders through the Zimbabwean press, ZSE website and Company website.
• All times indicated above and elsewhere in this Circular are Zimbabwean standard times.
• If the EGM is adjourned or postponed, Forms of Proxy submitted in respect of the EGM will remain valid in respect of any adjournment or postponement thereof.
• If the Proposed Transaction is approved by Shareholders at the EGM, update announcements will be made on progress regarding completion of any outstanding conditions precedent.

10.Conditions Precedent

The implementation of the Proposed Transaction is conditional upon the following:

1. The passing of the Special Resolution to delist the Company by Shareholders, by a minimum of 75 per centum of the votes of all Shareholders present or represented by proxy, excluding any Controlling Shareholder, its Associates and any party Acting in Concert, in terms of section 11(5) of the ZSE Listing Requirements, at an EGM to be held on Thursday, 26 November 2026 in terms of the Notice of the EGM published on the ZSE website and Company website, dated Thursday, the 5^th of November 2026;
2. The passing of the Ordinary Resolution to give the Corporate Rescue Practitioners authority to give effect to the Special Resolution;
3. The Corporate Rescue Practitioners obtaining a court order, or alternatively the adoption of a Corporate Rescue Plan, contemplating the Proposed Transaction in accordance with section 130(1) of the Insolvency Act; and
4. Obtaining all such other necessary regulatory approvals as may be required.

11.Corporate Governance

Since 12 May 2026, the Company has been under the administration of the Corporate Rescue Practitioners and will remain so until the conclusion of the implementation of the Corporate Rescue Plan in accordance with the Insolvency Act. Full management control of the Company will revert to the Directors and management upon the successful implementation of the Corporate Rescue Plan.

11.1.Corporate Rescue Practitioners

Mr. Farai Chibisa is a Chartered Accountant (Zimbabwe) and Registered Public Auditor, currently serving as a Partner at Grant Thornton Chartered Accountants (Zimbabwe). Mr. Ian Mtetwa, currently serving as a Director at Grant Thornton Chartered Accountants (Zimbabwe), specialises in advisory services, leveraging his extensive experience to assist clients in navigating complex financial and operational challenges.

Established in 1996, Grant Thornton (Zimbabwe) is a leading professional services firm offering a range of services, including audit and assurance, tax, and specialist business advisory services. The firm advises listed companies, large privately held businesses, private equity-backed organisations, and public interest entities. As a member firm of Grant Thornton International Limited, Grant Thornton (Zimbabwe) is part of a global network of independent accounting and consulting firms. This affiliation provides clients with access to international expertise and resources.

12.Opinions and Voting Recommendations

The Corporate Rescue Practitioners, in whom full management control of the Company vests during the Corporate Rescue Proceedings, have considered the terms of the Proposed Transaction, in consultation with the working party of advisors, and are of the opinion that the Proposed Transaction is in the best interests of the Company, its creditors and its Shareholders.

Accordingly, the Corporate Rescue Practitioners recommend that Shareholders vote in favour of the resolutions giving effect to the Proposed Transaction. Neither of the Corporate Rescue Practitioners holds any direct or indirect interest in the issued share capital of the Company, and neither will therefore vote at the EGM in that capacity. The Corporate Rescue Practitioners have not received any irrevocable undertaking from any Shareholder as to how it intends to vote on the resolutions.

13.Consents

The Co-Financial Advisors, Sponsoring Broker, Legal Advisor and Transfer Secretaries have all consented in writing to act in the capacities stated in the sections of the Circular and to their names being stated in this document and have not withdrawn their consents prior to the publication of this Circular.

14.Proposed Transaction Costs

The costs of implementing the Proposed Transaction, including advisory, regulatory, advertising, printing and postage charges, are estimated to amount to US$74,835. No expenses of the Proposed Transaction are payable to any promoter or to any director or officer of the Company. The estimated costs are set out by category in the table below.

15.Litigation Statement

Upon the commencement of the Corporate Rescue Proceedings, a general moratorium on legal proceedings against the Company took effect in terms of Section 126 of the Insolvency Act. Save as disclosed in this Circular, and save for the claims of creditors that fall to be dealt with in the Corporate Rescue Proceedings, the Corporate Rescue Practitioners are not aware of any legal or arbitration proceedings, pending or threatened, which have had or may have a material effect on the financial position of the Company during the twelve months preceding the date of this Circular.

16.Regulatory Issues

This Circular is issued in compliance with the ZSE Listing Requirements. The ZSE approved the publication of the Circular to Shareholders and the EGM Notice on the 20^th of October 2026. The ZSE granted the Waiver referred to in paragraph 8 of this Part C.

17.Contingent Liabilities

The Company monitors potential contingent liabilities on an ongoing basis. Where there are contingent liabilities, the Company provides the required disclosures in the financial statements and where there are provisions, the Company records a liability in the financial statements. As at the date of this Circular, and save for (i) the guarantees issued by or in favour of the Company in connection with crop funding facilities, and (ii) the claims of creditors that fall to be determined in the Corporate Rescue Proceedings, the Corporate Rescue Practitioners are not aware of any material contingent liabilities of the Company. Because the audit for the most recent completed financial year (2025) is outstanding, this statement is made on the basis of the records and information available to the Corporate Rescue Practitioners and has not been verified by audit.

18.Material Contracts

Other than in the ordinary course of business, and other than agreements entered into in connection with the Corporate Rescue Proceedings and the Proposed Transaction, no material contracts have been entered into by the Company from commencement of the Corporate Rescue Proceedings.

19.Actions to be taken by Cottco Shareholders

Upon receipt of this Circular, the Shareholder should:

• Read this Document in its entirety. If you are in doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors;
• Attend the EGM to be held on Thursday, 26 November 2026 and vote on the resolutions that will be required to give effect to the Proposed Transaction as presented in this Circular.

Shareholders who are unable to attend the EGM, but who wish to be represented there, should complete and sign the Proxy Form included in this Document and ensure that it is either lodged with the Company Secretary at the Registered Office of Cottco Holdings Limited being 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe, or at the offices of the Transfer Secretaries at 1 Armagh Avenue, Eastlea, Harare, Zimbabwe, or scanned and emailed to the Company Secretary at tzivanai@cottco.co.zw, or scanned and emailed to the Transfer Secretaries at info@fts-net.com, so that it is received by 10:00 hours on Tuesday, 24 November 2026.

20.Documents Available for Inspection

Copies of the following documents will be available for inspection between Thursday, 5 November 2026 and Thursday, 26 November 2026, during normal working hours, at the Transfer Secretaries’ and Cottco Holdings’ Registered Office at the addresses set out in the “Corporate Information” section at the beginning of this Document:

1. The Memorandum of Association of the Company;
2. The Articles of Association of the Company;
3. The written consents of the advisors for the Proposed Transaction;
4. The Board resolution placing the Company under Corporate Rescue dated 12 May 2026;
5. The Corporate Rescue Practitioners’ approval for the Proposed Transaction;
6. The ZSE letter dated 20 October 2026 granting the Waiver;
7. A signed original copy of this Circular; and
8. The ZSE approval letter for the distribution of the Circular.

PART D: INFORMATION ON COTTCO HOLDINGS LIMITED

1.Background Information

Cottco Holdings Limited is an agro-industrial group incorporated in Zimbabwe and listed on the Zimbabwe Stock Exchange. The Company wholly owns The Cotton Company of Zimbabwe Limited, which is the largest ginner and marketer of cotton in Zimbabwe and a significant participant in the sub-Saharan African cotton market.

The Group is involved in substantially every facet of cotton production and sales. Its activities include the provision of agronomic advisory services, the production and merchandising of planting seed, the supply of chemicals and fertiliser, the buying and ginning of seed cotton, warehousing, and the marketing of lint and cotton seed in local and export markets. The Company contracts a substantial base of smallholder growers and administers input support programmes on behalf of the Government of Zimbabwe.

2.Corporate Information

2.1.Incorporation

The Company was incorporated in Zimbabwe on 23 July 2008 under registration number 20924/2008 as AICO Africa Limited. It was reverse listed on the Zimbabwe Stock Exchange on 1 September 2008 in place of The Cotton Company of Zimbabwe Limited, pursuant to a group restructuring exercise. The name of the Company was subsequently changed to Cottco Holdings Limited on 28 February 2014.

2.2.History and Background

The cotton business now conducted by the Group has operated in Zimbabwe for several decades, having been established as the cotton marketing and ginning arm of the national agricultural sector before its commercialisation and subsequent listing. The Cotton Company of Zimbabwe Limited was listed on the Zimbabwe Stock Exchange prior to the 2008 group restructuring, following which the listing was transferred to the present holding company.

Following the dollarisation of the Zimbabwean economy, the Group accumulated substantial indebtedness arising principally from the non-recovery of inputs advanced to contracted growers. In November 2014, the Company applied for the suspension of trading in its shares in connection with an application for provisional judicial management. A substantial portion of the legacy debt was subsequently settled, including through the disposal of the Group’s interests in certain non-core subsidiaries.

From 2016, the resuscitation of the cotton business was supported by the Government of Zimbabwe through input support programmes and guarantees. The Company nonetheless continued to operate with a weak balance sheet and remained dependent on guarantees to secure funding for annual cotton crop cycles. Over the period from 2016 to 2019 the Company operated without a duly constituted Board of Directors, and its statutory reporting fell materially into arrears.

The 2024 El Niño induced drought materially reduced national cotton output, with a consequent shortfall in the Company’s intake to a level below its break-even threshold. That shortfall contributed to further accumulation of debt. Efforts to undertake a capital raising exercise were delayed by the

backlog in audited financial statements. In May 2026, following the commencement of enforcement action by certain creditors, the Board resolved to place the Company under voluntary corporate rescue.

3.Overview of Operations

The Group’s operations are conducted principally through The Cotton Company of Zimbabwe Limited. The Group operates ginneries located at Chiredzi, Chinhoyi, Gokwe, Sanyati, Kadoma and Muzarabani, together with business unit operations at Sanyati and a presence in Matabeleland North and Mashonaland East. The Group maintains a network of buying points and outlets across the major cotton producing areas of Zimbabwe.

The cotton value chain in which the Group participates follows a structured cycle:

• Input provision and contracting – seed, fertiliser and chemicals are supplied to contracted smallholder growers, together with agronomic advisory support.
• Seed cotton intake – seed cotton is received, graded and classified at buying points and business units across the cotton growing regions.
• Ginning – seed cotton is ginned to separate lint from cotton seed at the Group’s ginneries.
• Marketing and distribution – lint is marketed into export and local markets, and cotton seed is sold to oil expressers and into the stockfeed value chain.

The Group’s intake and profitability are therefore sensitive to rainfall, to the producer price of seed cotton, to the availability of crop funding at the commencement of each season, and to international lint prices.

4.Cottco Shareholders and Shareholding Structure

Cottco Holdings Limited is a listed entity with 1,094,957,266 ordinary shares in issue. The top 5 shareholders hold 69.04% of the entire issued shares of the Company. Mutapa Investment Fund is the largest shareholder with 37.12%. To the best of the knowledge of the Corporate Rescue Practitioners, the Company does not have a Controlling Shareholder. Trading in the Company’s shares has been suspended on the ZSE since November 2014, and the Company is undergoing corporate rescue proceedings.

The latest list of Cottco’s top shareholders as per the Company’s share register with the transfer secretaries is as follows.

Shareholding Structure

5.Details of Cottco’s Directors

Prior to the commencement of the Corporate Rescue Proceedings, the Board of Directors of Cottco Holdings Limited was composed as follows:

Table 2: Directors of Cottco Holdings Limited

Upon the commencement of the Corporate Rescue Proceedings, full control of the Company vested in the Corporate Rescue Practitioners in terms of section 133 of the Insolvency Act [Chapter 6:07], and

the Directors continue in office subject to the authority of the Corporate Rescue Practitioners in terms of section 130(2) of that Act. The Directors are required to co-operate with and assist the Corporate Rescue Practitioners in the discharge of their functions.

6.Key Management’s Profiles

6.1.Munyaradzi Chikasha - Chief Operating Officer / Acting Chief Executive Officer

Munyaradzi is the Chief Operating Officer, effective 1 October 2023. Prior to this appointment, Munyaradzi was the Operations Manager from September 2019. He joined Cottco in December 2016 as an Area Manager and rose to the position of Business Unit Manager. He has more than 15 years’ experience working with smallholder farmers and at one stage in his career supervised an inputs scheme in the tobacco industry.

Munyaradzi is a holder of a Master’s degree in Public Sector Management, a BSc in Agriculture Management, Special Honours Crop Science, an Executive Diploma in Business Leadership and many other professional courses.

6.2.Tarisai Zivanai - Acting Company Secretary & Legal Officer

Tarisai joined Cottco on 3 February 2025. She is registered to practise in Zimbabwe as a Legal Practitioner, Conveyancer and Notary Public.

She serves as the Acting Company Secretary and Legal Officer for Cottco Holdings Limited, where she is responsible for the Company’s corporate governance and regulatory compliance.

She holds an LLB (Hons) degree from the University of Zimbabwe and she is a member of the Law Society of Zimbabwe.

7.Transferability of Shares

The Company’s ordinary shares are listed on the ZSE but have been suspended from trading since November 2014 and cannot presently be traded on the ZSE trading system. In terms of section 130(1) of the Insolvency Act during corporate rescue proceedings an alteration in the classification or status of any issued securities of a company, other than by way of a transfer of securities in the ordinary course of business, is invalid except to the extent- (a) that the Court otherwise directs; or (b) contemplated in an approved Corporate Rescue Plan. A court order will be applied for to ratify the delisting resolution as indicated in the conditions precedent in this Circular.

8.Executives and Corporate Rescue Practitioners’ Interest in Cottco Holdings Limited

Having made all reasonable enquiries, including an examination of the Register, the Corporate Rescue Practitioners confirm that neither they nor any of the Company’s executives hold any direct or indirect beneficial interest in the issued share capital of Cottco Holdings Limited, and that none of them has any interest, direct or indirect, in the Proposed Transaction.

ANNEXURE I: NOTICE OF EXTRAORDINARY GENERAL MEETING

Address: Camelsa Business Park, 135 E.D. Mnangagwa Road, Highlands, Harare, Zimbabwe

ANNEXURE II: PROXY FORM

FOR THE EXTRAORDINARY GENERAL MEETING OF COTTCO HOLDINGS LIMITED

For use at the Extraordinary General Meeting of Cottco Holdings Limited to be held physically at the Registered Office of Cottco Holdings Limited at 1 Lytton Road, Workington, Harare, on Thursday, 26 November 2026 at 10:00 hours.

(Name in block letters)

hereby appoint