IHS-HOLDING-LIMITED

IHS Holding Limited (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, on Friday, 28 June 2024, announced the results of its 2024 Annual Meeting of Shareholders.

At the Annual General Meeting, all the proposals put to the vote of shareholders were adopted, including the re-election of Frank Dangeard, Phuthuma Nhleko, Mallam Bashir El-Rufai and Nicholas Land as Independent Directors until the Company’s 2025 AGM, and the proposal to amend and restate the Company’s memorandum and articles of association, with the following key items now also included in the second amended and restated articles:

• declassify the Company’s Board in two phases, with the periods extending through AGMs for fiscal years 2024 and 2025;
• reduce the threshold for shareholders to nominate directors from 30% previously to 10%, on an individual shareholder basis following the AGM for fiscal year 2024, and on an aggregate basis following the fiscal year AGM for 2025;
• reduce the threshold for shareholders to bring business before a general meeting from 30% previously to 10%, on an individual shareholder basis following the AGM for fiscal year 2024 and on an aggregate basis following the AGM for 2025;
• introduce a new right for shareholders owning at least 25% of shares to request a general meeting following the AGM for fiscal year 2025; and
• reduce the threshold to remove directors from requiring a special resolution previously to an ordinary resolution.

Sam Darwish, Chairman and Chief Executive Officer, IHS Towers, stated, “I am pleased that shareholders have supported our efforts and commitment to strong corporate governance and constructive shareholder engagement. The matters tabled and approved at this year’s AGM are a result of our Board’s responsiveness to shareholders over the past year, and further align our interests with shareholders as we continue to operate with independence and neutrality among mobile network operators.”

The Company continues to focus on a number of important areas including but not limited to its ongoing Strategic Review, commercial progress across the portfolio and the strength of our balance sheet.

Mr. Darwish continued, “We are making great commercial progress as highlighted by the renewals and extensions with both MTN and Airtel this year. With MTN Rwanda MLA just signed, we have now completed all contract renewals and extensions with MTN outside Nigeria covering the five countries of Cameroon, Cote d’Ivoire, Zambia, Rwanda and South Africa - a total of over 12,200 tenancies renewed or extended into the next decade. The renewals with our largest client in addition to the signing of a new 3,950 tenant multi-year roll-out agreement with Airtel in Nigeria announced earlier this year are a testament to the criticality of our digital infrastructure to the industry and reaffirms our leading position on the continent. This commercial success taken together with the governance enhancements ratified at the AGM demonstrate our ability and commitment to drive value creation. We appreciate the engagement and input from all our shareholders as we work to achieve this goal. We will continue to engage with our various stakeholders to enhance value and drive shareholder returns.”

The final voting results for the 2024 Annual General Meeting as well as the full text of the second amended and restated memorandum and articles of association can be found on the Form 6-K furnished with the Securities and Exchange Commission on June 28, 2024, disclosing the vote tabulations following certification by the inspector of elections.

About IHS Towers: IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count and is solely focused on the emerging markets. The Company has over 40,000 towers across its 10 markets, including Brazil, Cameroon, Colombia, Côte d’Ivoire, Egypt, Kuwait, Nigeria, Rwanda, South Africa and Zambia. For more information, please email: communications@ihstowers.com or visit: www.ihstowers.com

Cautionary statements

This press release contains forward-looking statements. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates," “believes,” “estimates,” “forecast,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this press release include, but are not limited to statements regarding our business strategy and plans, market growth and our objectives for future operations, including our ability to continue to renew customer lease agreements, and the potential benefits to the Company resulting from the second amended and restated memorandum and articles of association.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to we may not successfully execute our business strategy and operating plans or manage our growth; competition in the tower infrastructure industry could have a material and adverse effect on our business; we may become party to disputes and legal, tax and regulatory proceedings or actions; and increased costs and obligations incurred as a result of operating as a public company; and the other important factors discussed in the section titled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

The forward-looking statements in this press release are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this press release and the documents that we reference in this press release with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise. Additionally, references to our website and other documents contained in this press release are provided for convenience only, and their content is not incorporated by reference into this press release.

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