IHS Holding Announces 2024 AGM Results and Governance Enhancements

IHS Holding Limited, one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count 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.

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.

Sam Darwish, Chairman and Chief Executive Officer, IHS Towers

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.

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.

Sam Darwish, Chairman and Chief Executive Officer, IHS Towers

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.