IHS Towers Finalizes Settlement with Wendel and Proposes Governance Changes for Shareholder Alignment

IHS Holding Limited, one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, and Wendel Group (ENXTPA:MF) (“Wendel”), today announce IHS Towers has finalized (i) a settlement agreement with Wendel in relation to ongoing litigation and (ii) proposed changes to the Company’s Articles of Association, reflecting a commitment to strong corporate governance and constructive shareholder engagement, for the benefit of pre and post IPO financial and other shareholders.

As part of the settlement agreement, certain changes to the Company’s Articles of Association will be proposed for shareholders’ approval at the Company’s annual general meeting (“AGM”) for fiscal year 2024, which the Company supports.

We believe the agreement announced today better aligns IHS Towers’ corporate governance with that of mature U.S.-listed companies, which was an important goal we set at the time of our public listing. With the support of our pre-IPO shareholder base as well as newer investors post listing, we continue to focus on executing our strategy of creating value for all our stakeholders.

Sam Darwish, Chairman and CEO, IHS Towers

The proposed changes to the Articles include, among other things, a proposed declassification of the Company’s Board in two phases, with the periods extending through AGMs for fiscal years 2024 and 2025. Following the AGM for fiscal year 2025, all directors will be elected on an annual basis. Additional proposals to be tabled include reducing the threshold for shareholders to nominate directors from 30% currently 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; reducing the threshold for shareholders to bring business before a general meeting from 30% currently to 10%, on an individual shareholder basis following the AGM for fiscal year 2024 and on an aggregate basis following the AGM for 2025; introducing a new right for holders owning at least 25% of shares to requisition a general meeting following the AGM for fiscal year 2025; and reducing the threshold to remove directors from a special resolution currently to an ordinary resolution, in each case as set out pursuant to the settlement agreement.

Given IHS Towers’ ongoing commercial relationship with certain of its shareholders, appropriate considerations including certain limitations on the ability of these shareholders to exercise those additional rights have been included in the proposal.

The text of the proposed amendments will be made public before the next AGM.