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IHS Holding Ltd

IHS Holding LtdIHS财报

NYSE · telecommunications

IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world, with operations across Africa and Latin America. It is the fifth-largest independent multinational tower company in the world.

What changed in IHS Holding Ltd's 20-F — 2024 vs 2025

Top changes in IHS Holding Ltd's 2025 20-F

1028 paragraphs added · 1036 removed · 548 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 10 ITEM 3. KEY INFORMATION 10 A. Reserved 10 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4. INFORMATION ON THE COMPANY. 59 A. History and Development of the Company 59 B. Business Overview 60 C. Organizational Structure 85 D.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 10 ITEM 3. KEY INFORMATION 10 A. Reserved 10 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4. INFORMATION ON THE COMPANY. 64 A. History and Development of the Company 64 B. Business Overview 65 C. Organizational Structure 84 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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While we reached agreement with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which is currently approximately aligned to the NFEM rate), should these and similar circumstances arise again (where there is a divergence between the applicable market rate or translation rates for our financial results, and the exchange rate reflected in our contracts with customers), there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks, which could materially impact our results of operations.
While we reached agreement with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which is currently approximately aligned to the NFEM rate), should these or similar circumstances arise again (where there is a divergence between the applicable market rate or translation rates for our financial results, and the exchange rate reflected in our contracts with customers), there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks, which could materially impact our results of operations.
In addition, adverse economic conditions and trade policy considerations, such as supply chain disruptions and labor shortages and persistent inflation, have impacted, and may continue to adversely impact our suppliers’ ability to provide us with materials and equipment, which may negatively impact our business.
In addition, adverse economic conditions and trade policy considerations, such as supply chain disruptions, labor shortages and persistent inflation, have impacted, and may continue to adversely impact our suppliers’ ability to provide us with materials and equipment, which may negatively impact our business.
Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including but not limited to the impact of events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (including their consequences, for example on trade routes or supply chains), and any related economic sanctions, foreign exchange effects and/or climate change or related initiatives or government action and/or regulation, and we are only able to pass-through a component of the fuel costs at our sites to our customers under the terms of certain of our contracts.
Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including but not limited to the impact of events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (including their consequences, for example on trade routes or supply chains), and any related economic sanctions, foreign exchange effects, climate change or related initiatives or government action and/or regulation, and we are only able to pass through a component of the fuel costs at our sites to our customers under the terms of certain of our contracts.
For example, Tenants may determine that demand has changed in a particular area and they no longer need tower infrastructure at certain sites. A Tenant may Churn if the relevant MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company.
For example, Tenants may determine that demand has changed in a particular area and they no longer need tower infrastructure at certain sites. A Tenant may Churn if the relevant MLA or SLA is not renewed at the end of its term, or if the customer ceases operations or switches to a competing tower company.
If customers terminate or fail to renew customer lease agreements with us (either on commercially acceptable terms, or at all), are acquired or, become insolvent, or otherwise become unable to pay lease fees, the loss of such customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
If customers terminate or fail to renew customer lease agreements with us (either on commercially acceptable terms, or at all), are acquired, become insolvent, or otherwise become unable to pay lease fees, the loss of such customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
The development and implementation of new technologies designed to enhance the efficiency of wireless networks or the implementation by MNOs of potential active sharing technologies could reduce the use of and need for tower-based wireless services transmission and reception and could decrease demand for tower-based antenna space and ancillary services we provide.
The development and implementation of new technologies designed to enhance the efficiency of wireless networks or the implementation by MNOs of potential active sharing technologies could reduce the use of and need for tower-based wireless services transmission and reception and could decrease demand for tower-based antenna space and the ancillary services we provide.
There can be no assurance that: ● we will be able to enter into identified new markets in which we intend to deploy New Sites or other communications infrastructure; ● every individual New Site or other communications infrastructure asset will be commercially viable or meet our investment criteria; ● we will be able to overcome setbacks to new construction, including local opposition; ● we will be able to maintain relationships with the regulatory authorities and to obtain any required governmental approvals for new construction; ● the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers or the ability of our customers to obtain the requisite level of end users to support the level of capital expenditure spent to expand the network; ● there will be a significant need for the construction of new towers or other communications infrastructure; ● we will be able to agree to favorable revenue share models with our customers or other parties that make constructing new rural sites economical for all parties; ● we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other communications infrastructure; 26 Table of Contents ● we will be able to import the equipment necessary for the construction or deployment of New Sites or other communications infrastructure; ● we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other communications infrastructure, including steel and fiber, or purchase such components at expected prices or that such components will be delivered in a timely fashion; or ● we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other communications infrastructure.
There can be no assurance that: ● we will be able to enter into identified new markets in which we intend to deploy New Sites or other communications infrastructure; ● every individual New Site or other communications infrastructure asset will be commercially viable or meet our investment criteria; ● we will be able to overcome setbacks to new construction, including local opposition; 26 Table of Contents ● we will be able to maintain relationships with the regulatory authorities and obtain any required governmental approvals for new construction; ● the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers or the ability of our customers to obtain the requisite level of end users to support the level of capital expenditure spent to expand the network; ● there will be a significant need for the construction of new towers or other communications infrastructure; ● we will be able to agree to favorable revenue share models with our customers or other parties that make constructing new rural sites economical for all parties; ● we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other communications infrastructure; ● we will be able to import the equipment necessary for the construction or deployment of New Sites or other communications infrastructure; ● we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other communications infrastructure, including steel and fiber, or purchase such components at expected prices or that such components will be delivered in a timely fashion; or ● we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other communications infrastructure.
As we look to expand our offering to further include and expand on services like fiber connectivity, rural offerings and other verticals, we may be subject to increased regulatory, license and permit obligations (including in respect of active telecommunications elements that may comprise part of the arrangements with customers, such as for rural offerings which may be based on an “open RAN” architecture).
As we look to expand our offering to further include and expand on services like fiber connectivity, rural offerings and other verticals, we may be subject to increased regulatory, license and permit obligations (including in respect of active telecommunications elements that may comprise part of the arrangements with customers, such as for rural offerings which may be based on an “open RAN” architecture).
We may or may not be able to meet any and all such obligations.
We may or may not be able to meet any and all such obligations.
We have been, are and may in the future become party to disputes and legal, tax and regulatory or law enforcement proceedings or actions.
We have been, are and may in the future become party to disputes and legal, tax, regulatory or law enforcement proceedings or actions.
A U.S. Holder (as defined in Item 10.E. “Taxation—Material United States Federal Income Tax Considerations.”) should consult its advisors regarding the potential application of these rules to an investment in the ordinary shares. Changes in our rates of taxation, and audits, investigations and tax proceedings could have a material adverse effect on our financial condition and/or results of operation.
A U.S. Holder (as defined in Item 10.E. “Taxation—Material United States Federal Income Taxation Considerations.”) should consult its advisors regarding the potential application of these rules to an investment in the ordinary shares. Changes in our rates of taxation, and audits, investigations and tax proceedings could have a material adverse effect on our financial condition and/or results of operation.
Changes in monetary and/or fiscal policy in the countries in which we operate may result in higher rates of inflation, which could consequently increase our operating costs. There can be no assurance that inflation rates will not rise in the future.
Changes in monetary and/or fiscal policy in the countries in which we operate may result in higher rates of inflation, which could consequently increase our operating costs, and there can be no assurance that inflation rates will not rise in the future.
See “ Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital Resources .” ​ We are a holding company and conduct limited operations of our own.
See Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital Resources .” ​ We are a holding company and conduct limited operations of our own.
When the local currency depreciates against the relevant foreign currency (such as the significant depreciations of the Naira against the U.S. dollar in 2016 (when the Naira depreciated from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016), in 2023 (when the Naira depreciated from approximately ₦461.5 to $1.00 as of January 1, 2023 to ₦911.7 to $1.00 as of December 31, 2023), and again in January 2024, with the Naira having depreciated to ₦1,546.0 to $1.00 as of December 31, 2024), it may impact the ability of our customers to make payments to us on a timely basis or at all, and our customers may either raise prices for their customers or cut back on capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms (including pricing) with us prior to the relevant MLA end date.
When the local currency depreciates against the relevant foreign currency (such as the significant depreciations of the Naira against the U.S. dollar in 2016 (when the Naira depreciated from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016), in 2023 (when the Naira depreciated from approximately ₦461.5 to $1.00 as of January 1, 2023 to ₦911.7 to $1.00 as of December 31, 2023), and again in 2024, with the Naira having depreciated from approximately ₦891.7 to $1.00 as of January 1, 2024 to ₦1,546.0 to $1.00 as of December 31, 2024), it may impact the ability of our customers to make payments to us on a timely basis or at all, and our customers may either raise prices for their customers or cut back on capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms (including pricing) with us prior to the relevant MLA end date.
As a result, the risks normally associated with debt financing may materially adversely affect our cash flows and liquidity as well as our business, prospects, financial position and/or operating results including because: ● our level of indebtedness may, together with the financial and other restrictive covenants in the agreements governing our indebtedness, significantly limit or impair our ability in the future to obtain financing, refinance any of our indebtedness, sell assets or raise capital on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity; ● a downgrade in our credit rating (including because of a downgrade in the sovereign credit ratings for the countries in which we have material operations) could restrict or impede our ability to access the capital markets at attractive rates and increase our borrowing costs; ● our level of indebtedness may increase the difficulty for us to repay our debt, including our ability to pay interest when due and/or the principal amounts due under such indebtedness; ● our level of indebtedness may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise; ● a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise; ● our level of indebtedness may place us at a competitive disadvantage relative to competitors that have lower leverage or greater financial resources than we have and restrict us from pursuing our strategy (including acquisitions) or exploiting certain business opportunities; and 51 Table of Contents ● our level of indebtedness could make us more vulnerable to downturns in general economic or industry conditions or in our business.
As a result, the risks normally associated with debt financing may materially adversely affect our cash flows and liquidity as well as our business, prospects, financial position and/or operating results including because: ● our level of indebtedness may, together with the financial and other restrictive covenants in the agreements governing our indebtedness, significantly limit or impair our ability in the future to obtain financing, refinance any of our indebtedness, sell assets or raise capital on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity; ● a downgrade in our credit rating (including because of a downgrade in the sovereign credit ratings for the countries in which we have material operations) could restrict or impede our ability to access the capital markets at attractive rates and increase our borrowing costs; ● our level of indebtedness may increase the difficulty for us to repay our debt, including our ability to pay interest when due and/or the principal amounts due under such indebtedness; ● our level of indebtedness may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise; ● a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise; ● our level of indebtedness may place us at a competitive disadvantage relative to competitors that have lower leverage or greater financial resources than we have and restrict us from pursuing our strategy (including acquisitions) or exploiting certain business opportunities; and 55 Table of Contents ● our level of indebtedness could make us more vulnerable to downturns in general economic or industry conditions or in our business.
Although we are a leading independent provider of telecommunications tower infrastructure in most of our markets, competition in the tower infrastructure industry exists and customers have alternatives for leasing tower space, including: ● telecommunications operators which own and lease their own tower portfolios; ● in certain circumstances, owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers; and ● other independent tower companies operating in the market, such as American Tower Corporation, or ATC, SBA Communications Corporation, or SBA, or other tower companies that may enter the market.
Although we are a leading independent provider of telecommunications tower infrastructure in most of our markets, competition in the tower infrastructure industry exists and customers have alternatives for leasing tower space, including: ● telecommunications operators which own and lease their own tower portfolios; ● in certain circumstances, owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers; and ● other independent tower companies operating in the market, such as American Tower Corporation (“ ATC ”), SBA Communications Corporation, or SBA, or other tower companies that may enter the market.
We rely on information technology systems, including but not limited to computer systems, hardware, software, technology infrastructure and online sites, and network operations centers which are key to our site maintenance and performance management (collectively, “IT Systems” ), to conduct our daily business, financial reporting, procure products, pay suppliers, communicate internally and externally, share files, efficiently and accurately provide services to our customers and monitor our operations.
We rely on information technology systems, including but not limited to computer systems, hardware, software, technology infrastructure, online sites, and network operations centers which are key to our site maintenance and performance management (collectively, “IT Systems” ), to conduct our daily business, undertake financial reporting, procure products, pay suppliers, communicate internally and externally, share files, efficiently and accurately provide services to our customers and monitor our operations.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure. ” The loss of significant Tenants, or the loss of all or a portion of our anticipated Contracted Revenue from certain Tenants, could have a material adverse effect on our business, financial condition and/or results of operations.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively deploy or maintain our tower infrastructure. ” The loss of significant Tenants, or the loss of all or a portion of our anticipated Contracted Revenue from certain Tenants, could have a material adverse effect on our business, financial condition and/or results of operations.
As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including, but not limited to risks of: ● general political and/or economic conditions, including any deterioration thereof, impacting our existing or anticipated markets of operation, such as the effects of outbreaks or events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (whether local, regional or international) or as a result of changes in the price of commodities, examples of which include the historical declines in copper prices that adversely affected Zambia’s economy or the volatility of oil price markets that have adversely affected economies such as Nigeria’s; ● inflation and measures taken to control inflation; ● civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness; ● acts of piracy or vandalism; ● significant governmental influence over (or intervention in) many aspects of local economies, including, but not limited to, import-export quotas, subsidies on certain input products, license requirements or restrictions, or wage and price controls, or the imposition of trade barriers; ● telecommunications regulatory systems and/or competition regimes regulating our or our customers’ services, or our ability to invest further in particular markets as a result of antitrust regimes that may, for example, impact us due to our ultimate shareholders also investing in other, ancillary businesses in the same market or determining our market share is too large, requiring sales of assets or other restrictions that impact our business; ● laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; ● laws or regulations that restrict foreign investment or indigenous ownership laws, or expropriation or governmental regulation restricting foreign ownership or requiring divestiture; ● uncertain tax regimes and inconsistent income taxation, or changes to existing or new tax laws, rates or fees, either generally or directed specifically at the ownership and operation of towers, communications infrastructure or our international acquisitions or other transactions and operations, which may also be applied or enforced retroactively; ● changes to zoning regulations or construction laws, which could also be applied retroactively to our existing sites or infrastructure; 12 Table of Contents ● actions restricting or revoking spectrum or other licenses or suspending business under prior licenses; ● security and safety of employees, and material site security issues; ● inability to secure rights or access to the land necessary to execute customer orders for New Sites and for new fiber roll-out; ● significant license or permit surcharges; ● difficulties in staffing and managing operations, labor unrest or unionization action (including in relation to the business of any third-party supplier or customer), or changes in labor conditions (including, but not limited to, increases in the cost of labor, as a result of unionization or otherwise); ● seizure, nationalization or expropriation of property, equipment or other assets; ● repudiation, nullification, modification or renegotiation of contracts; ● limitations on insurance coverage, such as political risk or war risk coverage, in certain areas; ● political or social unrest, whether internal, local, tribal, regional or otherwise; ● local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations, changes in foreign currency exchange rates, restrictive foreign exchange regulations (including, for example, restrictions on the transfer of funds into or out of countries in which we operate) and/or illiquidity in the foreign exchange markets (such as the historic and recent fluctuations in the Naira, and the significant shortage of U.S. dollar liquidity in Nigeria for periods); ● price setting or other similar laws for the sharing of passive communications infrastructure, or requirements to construct New Sites in remote or rural areas that are less commercially viable for us; ● logistical and communications challenges, complications associated with repairing and replacing equipment in remote locations, or supply chain issues arising out of global or geopolitical issues, such as operational and transport restrictions or challenges; ● equipment failure, grid unavailability, planned and unplanned outages, fires, natural catastrophes or climate-related events, accidents and infrastructure that lead to network failure; ● U.S. and foreign sanctions, trade embargoes or export control restrictions; ● failure to comply with U.S.
As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including, but not limited to risks of: ● general political and/or economic conditions, including any deterioration thereof, impacting our existing or anticipated markets of operation, such as the effects of outbreaks or events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (whether local, regional or international) or as a result of changes in the price of commodities, examples of which include the historical declines in copper prices that adversely affected Zambia’s economy or the volatility of oil price markets that have adversely affected economies such as Nigeria’s; ● inflation and measures taken to control inflation; ● civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness; ● acts of piracy , sabotage or vandalism; ● significant governmental influence over (or intervention in) many aspects of local economies, including, but not limited to, import-export quotas, subsidies on certain input products, license requirements or restrictions, wage and price controls, or the imposition of trade barriers such as tariffs; ● telecommunications regulatory systems and/or competition regimes regulating our or our customers’ services, or our ability to invest further in particular markets as a result of antitrust regimes that may, for example, impact us due to our ultimate shareholders also investing in other ancillary businesses in the same market or determining our market share is too large, requiring sales of assets or other restrictions that impact our business; ● laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; ● laws or regulations that restrict foreign investment or indigenous ownership laws, or expropriation or governmental regulation restricting foreign ownership or requiring divestiture; ● uncertain tax regimes and inconsistent income taxation, or changes to existing or new tax laws, rates or fees, either generally or directed specifically at the ownership and operation of towers, communications infrastructure or our international acquisitions or other transactions and operations, which may also be applied or enforced retroactively; 12 Table of Contents ● changes to zoning regulations or construction laws, which could also be applied retroactively to our existing sites or infrastructure; ● actions restricting or revoking spectrum or other licenses or suspending business under prior licenses; ● security and safety of employees, and material site security issues; ● inability to secure rights or access to the land necessary to execute customer orders for New Sites and for new fiber roll-out; ● significant license or permit surcharges; ● difficulties in staffing and managing operations, labor unrest or unionization action (including in relation to the business of any third-party supplier or customer), or changes in labor conditions (including, but not limited to, increases in the cost of labor, as a result of unionization or otherwise); ● seizure, nationalization or expropriation of property, equipment or other assets; ● repudiation, nullification, modification or renegotiation of contracts, either within or outside of the terms of the contract and including customer, supplier and other contracts; ● limitations on insurance coverage, such as political risk or war risk coverage, in certain areas; ● political or social unrest, whether internal, local, tribal, regional or otherwise; ● local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations, changes in foreign currency exchange rates, restrictive foreign exchange regulations (including, for example, restrictions on the transfer of funds into or out of countries in which we operate) and/or illiquidity in the foreign exchange markets (such as the historic fluctuations in the Naira, and the significant shortage of U.S. dollar liquidity in Nigeria for periods); ● price setting or other similar laws for the sharing of passive communications infrastructure, or requirements to construct New Sites in remote or rural areas that are less commercially viable for us; ● logistical and communications challenges, complications associated with repairing and replacing equipment in remote locations, or supply chain issues arising out of global or geopolitical issues, such as operational and transport restrictions or challenges; ● equipment failure, grid unavailability, planned and unplanned outages, fires, natural catastrophes or climate-related events, accidents and infrastructure that lead to network failure; ● U.S. and foreign sanctions, trade embargoes or export control restrictions; ● failure to comply with U.S.
We may also be unable to succeed in the processes (or any of them) in which we participate or reach an agreement on terms with the counterparty should we be selected as the preferred candidate. Given the often-varying transaction structures of these communications infrastructure sales or acquisitions, we often have little or no control on the timing of such processes.
We may also be unable to succeed in any processes in which we participate or reach an agreement on terms with the counterparty, should we be selected as the preferred candidate. Given the often-varying transaction structures of these communications infrastructure sales or acquisitions, we often have little or no control on the timing of such processes.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure .” Our risk management policies and procedures may not be fully effective in achieving their purposes.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively deploy or maintain our tower infrastructure .” Our risk management policies and procedures may not be fully effective in achieving their purposes.
Our primary operating expenses include diesel fuel, site maintenance and security, salaries of engineers and security personnel, fees for licenses and permits and insurance. In addition, we incur ground lease costs and the continued development, expansion and maintenance of our tower site and other communications infrastructure requires ongoing capital expenditure.
Our primary operating expenses include diesel fuel, site maintenance and security, salaries of engineers and security personnel, fees for licenses and permits and insurance. In addition, we incur ground lease costs and the continued development, expansion and maintenance of our tower sites and other communications infrastructure requires ongoing capital expenditure.
No assurance can be given that we will be successful in renewing or negotiating favorable terms with these or other customers, or that we will not be required to enter into interim continuation provisions with these customers if we are unable to agree to renewal agreements prior to the expiry of our current agreements.
No assurance can be given that we will be successful in renewing or negotiating favorable terms with our customers, or that we will not be required to enter into interim continuation provisions with these customers if we are unable to agree to renewal agreements prior to the expiry of our current agreements.
For example, as described below under “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations ,” in April 2017, the CBN introduced a new foreign exchange window for investors and exporters (the I&E window, now referred to as NFEM), and while certain of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that are intended to protect against foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate.
For example, as described below under “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations ,” in April 2017, the CBN introduced a new foreign exchange window for investors and exporters (the I&E window, now referred to as NFEM), and while certain of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that are intended to protect against foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate.
We are exposed to the risk that the services rendered by our third-party contractors will not always be available, satisfactory or match our and/or our customers’ targeted quality levels, as well as the risk that they may otherwise be unable to perform their obligations to some extent or at all, including as a result of labor disputes, insolvency, operational, access or transport restrictions or other limitations related to global or regional health events or outbreaks (such as COVID-19), geopolitical events (such as those related to political instability, conflicts or wars), or other events resulting in the imposition of economic or trade sanctions, export controls or similar restrictions.
We are exposed to the risk that the services rendered by our third-party contractors will not always be available, satisfactory or match our and/or our customers’ targeted quality levels, as well as the risk that they may otherwise be unable to perform their obligations to some extent or at all, including as a result of labor disputes, insolvency, operational, access or transport restrictions or other limitations related to global or regional health events or outbreaks, geopolitical events (such as those related to political instability, conflicts or wars), or other events resulting in the imposition of economic or trade sanctions, export controls or similar restrictions.
However, the determination of whether we are a PFIC is a factual determination made annually based on all the facts and circumstances after the close of each taxable year, and the principles and methodology used in determining whether a company is a PFIC are subject to ambiguities and different interpretations.
The determination of whether we are a PFIC is a factual determination made annually based on all the facts and circumstances after the close of each taxable year, and the principles and methodology used in determining whether a company is a PFIC are subject to ambiguities and different interpretations.
If we experienced any significant disruption to our ERP that we are unable to mitigate, or if any upgrades are significantly delayed or the system does not perform in a satisfactory manner or in line with business requirements it could introduce operational risk, including cybersecurity risks, and other complications, be disruptive and could have a material adverse effect on our operations, including our ability to report accurate, timely and consistent financial results or otherwise maintain adequate internal control over financial reporting, or our ability to integrate new acquisitions into our systems.
If we experience any significant disruption to our ERP that we are unable to mitigate, or if any upgrades are significantly delayed or the system does not perform in a satisfactory manner or in line with business requirements it could introduce operational risk, including cybersecurity risks, and other complications, be disruptive and have a material adverse effect on our operations, including our ability to report accurate, timely and consistent financial results or otherwise maintain adequate internal control over financial reporting, or our ability to integrate new acquisitions into our systems.
Such MLAs typically have U.S. dollar-denominated components and local currency components of pricing, and the U.S. dollar components are converted to the local currency for settlement at a fixed conversion rate for a stated period of time, which conversion rates are reset monthly and quarterly.
Such MLAs typically have U.S. dollar-denominated components and local currency components of pricing, and the U.S. dollar components are converted to the local currency for settlement at a fixed conversion rate for a stated period of time, which conversion rates are reset monthly or quarterly.
We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.
We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.
The existing and future execution of our strategic and operating plans will, to some extent, be dependent on external factors that we cannot control, such as changes in the tower infrastructure industry or the wider communications industry, particularly in the various jurisdictions in which we operate and may seek to operate in the future, changes in budgets of or demand from our current or potential customers for tower and other communications infrastructure services, international legislative and regulatory changes, changes in regional security or the economy of the countries in which we operate, changes in fiscal and monetary policies, the availability of additional tower and other communications infrastructure portfolios for acquisition and restrictions or other limitations relating to foreign direct investment or foreign ownership in particular markets (including, among other things, events such as inflation, geopolitical instability, health pandemics or epidemics, or events with a wide-ranging regional or global impact, accelerating the implementation of any such measures or giving rise to such factors).
The existing and future execution of our strategic and operating plans will, to some extent, be dependent on external factors that we cannot control, such as changes in the tower infrastructure industry or the wider communications industry, particularly in the various jurisdictions in which we operate and may seek to operate in the future, changes in budgets of or demand from our current or potential customers for tower and other communications infrastructure services, international legislative and regulatory changes, changes in regional security or the economy of the countries in which we operate, changes in fiscal and monetary policies, the availability of additional tower and other communications infrastructure portfolios for acquisition and restrictions or other limitations relating to foreign direct investment or foreign ownership in particular markets (including, among other things, events such as inflation, geopolitical instability, health pandemics or 17 Table of Contents epidemics, or events with a wide-ranging regional or global impact, accelerating the implementation of any such measures or giving rise to such factors).
The implementation of new software and hardware, including new technology such as artificial intelligence (AI), involves risks and uncertainties that could cause disruptions, delays or deficiencies in the design, implementation or application of these systems.
The implementation of new software and hardware, including new technology such as artificial intelligence (“ AI ”), involves risks and uncertainties that could cause disruptions, delays or deficiencies in the design, implementation or application of these systems.
As a result of our acquisitions and exposure to foreign exchange movements, we expect our depreciation, amortization and finance costs to continue to be significant and may increase as a result of the execution of our strategy or foreign exchange volatility.
As a result of our disposals, acquisitions and exposure to foreign exchange movements, we expect our depreciation, amortization and finance costs to continue to be significant and may increase as a result of the execution of our strategy or foreign exchange volatility.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. 56 Table of Contents To establish (and ultimately, maintain) the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, we expect that we will need to continue enhancing existing, and implement new, financial reporting and management systems, procedures and controls to manage our business effectively and support our growth in the future.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. 60 Table of Contents To establish (and ultimately, maintain) the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, we expect that we will need to continue enhancing existing, and implement new, financial reporting and management systems, procedures and controls to manage our business effectively and support our growth in the future.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate may adversely affect our ability to service our foreign currency liabilities .” Commodity production in the relevant economies may also fluctuate significantly as a result of a decline in global prices, which may affect the economic viability of certain producing assets, and the activities of vandals (such as in the Niger Delta region of Nigeria, in relation to the oil industry) may lead to significant disruptions in the production of commodities on which such economies or businesses there rely upon.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— Shortage of U.S. dollar, euro or other 50 Table of Contents hard currency liquidity in the markets in which we operate may adversely affect our ability to service our foreign currency liabilities .” Commodity production in the relevant economies may also fluctuate significantly as a result of a decline in global prices, which may affect the economic viability of certain producing assets, and the activities of vandals (such as in the Niger Delta region of Nigeria, in relation to the oil industry) may lead to significant disruptions in the production of commodities on which such economies or businesses there rely upon.
See “ Business — Permits and Regulation — License to operate .” Although we make payments in relation to the relevant permits when required, the delay encountered in receiving the permits, licenses or certificates means that we may, therefore, in limited instances, proceed with and complete tower construction and base transmission sites installation for Tenants before all required approvals and licenses have been formally issued by local authorities.
See “ Business — Permits and Regulation — License to operate .” Although we make payments in relation to the relevant permits when required, the delay encountered in receiving the permits, licenses or certificates means that we may, therefore, in limited instances, proceed with and complete tower construction and base transmission site installation for Tenants before all required approvals and licenses have been formally issued by local authorities.
As a result, effective legal redress may be difficult to obtain and there is a high degree of uncertainty due to the discretion of governmental authorities, lack of judicial or administrative guidance on interpreting applicable rules and regulations, 50 Table of Contents inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions and relative inexperience of the judiciary and courts in commercial matters.
As a result, effective legal redress may be difficult to obtain and there is a high degree of uncertainty due to the discretion of governmental authorities, lack of judicial or administrative guidance on interpreting applicable rules and regulations, 54 Table of Contents inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions and relative inexperience of the judiciary and courts in commercial matters.
Moreover, Nigeria, which has historically been one of the largest oil producers in Africa, produced an average of 2.0 million barrels per day in 2019; however, production levels have since declined to an average 1.37 million barrels per day in 2022, albeit started to increase in 2023 and 2024 to an average 1.43 and 1.50 million barrels per day, respectively, as reported by the Nigerian Bureau of Statistics.
Moreover, Nigeria, which has historically been one of the largest oil producers in Africa, produced an average of 2.0 million barrels per day in 2019; however, production levels have since declined to an average 1.37 million barrels per day in 2022, albeit started to increase in 2023, 2024 and 2025 to an average 1.43, 1.50 and 1.63 million barrels per day, respectively, as reported by the Nigerian Bureau of Statistics.
“Related Party Transactions.” In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares and would result in the dilution of our existing shareholders, which could have a material adverse effect on our business, prospects, financial condition and/or results of operation.
“ Related Party Transactions. ” In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares and would result in the dilution of our existing shareholders, which could have a material adverse effect on our business, prospects, financial condition and/or results of operation.
Certain of our facilities, including our Towers, as well as third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue 36 Table of Contents to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, cause damage or loss to our Towers or other assets, limit the availability of resources, result in additional costs, delay or prevent the completion of projects in certain locations, or otherwise adversely impact our business, financial condition, and/or results of operations.
Certain of our facilities, including our Towers, as well as third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, cause damage or loss to our Towers or other assets, limit the availability of resources, result in additional costs, delay or prevent the completion of projects in certain locations, or otherwise adversely impact our business, financial condition, and/or results of operations.
A breach of any covenants, ratios, tests or restrictions in those instruments and agreements, including as a result of events beyond our control, could result in an event of default (which may also trigger cross-default or cross-acceleration clauses in other agreements or financings) that could have a material adverse effect on our financial condition and/or results of 52 Table of Contents operations.
A breach of any covenants, ratios, tests or restrictions in those instruments and agreements, including as a result of events beyond our control, could result in an event of default (which may also trigger cross-default or cross-acceleration clauses in other agreements or financings) that could have a material adverse effect on our financial condition and/or results of 56 Table of Contents operations.
Department of Treasury, the requirements of the Bureau of Industry and Security of the U.S Department of Commerce and other internationally recognized sanctions regulations restricting doing business with certain nations or specially designated nationals; ● failure to comply with anti-bribery, anti-corruption or money laundering laws and regulations such as the Foreign Corrupt Practices Act, the UK Bribery Act or similar international or local anti- bribery, anti-corruption or money laundering laws and regulations; ● potential adverse or unforeseen changes in laws and regulatory practices, or inconsistent or unpredictable application of laws or regulations by governmental authorities, including financial regulators; ● uncertain rulings or results from legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, which may be enforced retroactively, and delays in the judicial process; 13 Table of Contents ● actions, proceedings, claims, disputes and threats brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law; ● regulatory or financial requirements to comply with bureaucratic actions; ● changes to existing laws or new laws, and/or changing labor and taxation laws or policies, including confiscatory taxation; ● other forms of government regulation and economic conditions that are beyond our control; ● governmental corruption consequences of poorly designed and executed government policies, corrupt practices (or alleged corrupt practices) on the economy in general or particular industries or companies, or of ineffective or insufficient corporate governance standards and practices; and ● higher volatility of our ordinary share price.
Department of Commerce and other internationally recognized sanctions regulations restricting doing business with certain nations or specially designated nationals; ● failure to comply with anti-bribery, anti-corruption or money laundering laws and regulations such as the Foreign Corrupt Practices Act, the UK Bribery Act or similar international or local anti-bribery, anti-corruption or money laundering laws and regulations; ● potential adverse or unforeseen changes in laws and regulatory practices, or inconsistent or unpredictable application of laws or regulations by governmental authorities, including financial regulators; 13 Table of Contents ● uncertain rulings or results from legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, which may be enforced retroactively, and delays in the judicial process; ● actions, proceedings, claims, disputes and threats brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law; ● regulatory or financial requirements to comply with bureaucratic actions; ● changes to existing laws or new laws, and/or changing labor and taxation laws or policies, including confiscatory taxation; ● other forms of government regulation and economic conditions that are beyond our control; ● governmental corruption consequences of poorly designed and executed government policies, corrupt practices (or alleged corrupt practices) on the economy in general or particular industries or companies, or of ineffective or insufficient corporate governance standards and practices; and ● higher volatility of our ordinary share price.
Our Contracted Revenue disclosed in this Annual Report represents our estimate of the lease fees to be received from existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s current contractual term and lease fees to be received from Key Customers where we provide fiber access to an OLT for the remainder of the relevant contractual term, as of December 31, 2024.
Our Contracted Revenue disclosed in this Annual Report represents our estimate of the lease fees to be received from existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s current contractual term and lease fees to be received from Key Customers where we provide fiber access to an OLT for the remainder of the relevant contractual term, as of December 31, 2025.
In addition, we may procure additional indebtedness at floating rates in the future. 53 Table of Contents The applicable interest rates (including alternative interest rates) could rise significantly in the future, thereby increasing our interest expenses associated with these obligations, reducing cash flow available for capital expenditures and hindering our ability to make payments on our indebtedness.
In addition, we may procure additional indebtedness at floating rates in the future. 57 Table of Contents The applicable interest rates (including alternative interest rates) could rise significantly in the future, thereby increasing our interest expenses associated with these obligations, reducing cash flow available for capital expenditures and hindering our ability to make payments on our indebtedness.
In addition, the currencies of the countries in which we operate are subject to volatility. The functional currency of our operating subsidiaries are the Nigerian Naira (₦), West African CFA Franc (XOF), Central African CFA Franc (XAF), Zambian Kwacha (ZMW), Rwandan Franc (RWF), the South African Rand (ZAR), Brazilian Real (BRL) and Colombian Peso (COP).
In addition, the currencies of the countries in which we operate are subject to volatility. The functional currency of our operating subsidiaries are the Nigerian Naira (₦), West African CFA Franc (XOF), Central African CFA Franc (XAF), Zambian Kwacha (ZMW), South African Rand (ZAR), Brazilian Real (BRL) and Colombian Peso (COP).
In Brazil, the competitive landscape is wider with ATC, SBA and Highline owning more towers than we do as of December 31, 2024, and numerous smaller tower companies of similar size to or smaller than our business. The Brazilian and South African competitive landscape presents opportunities for consolidation.
In Brazil, the competitive landscape is wider, with ATC, SBA and Highline owning more towers than we do as of December 31, 2025, and numerous tower companies of similar size to or smaller than our business. The Brazilian and South African competitive landscape presents opportunities for consolidation.
Foreign private issuers are also exempt from Regulation FD, which is 54 Table of Contents intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.
Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material 58 Table of Contents information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.
Many emerging and less developed markets, including those in which we operate or may operate, face periods of political and economic uncertainty, particularly around the times leading up to elections and/or other political change, including uncertainty as to the manner in which the relevant governing authorities would seek to address the issues facing the relevant country and whether they would alter or reverse certain reforms and actions taken by predecessors or even by incumbents seeking to garner increased favor.
Many emerging and less developed markets, including those in which we operate or may operate, face periods of political and economic uncertainty, particularly around the times leading up to elections and/or other political change, including uncertainty as to the manner in which the relevant governing authorities would seek to address the issues facing the relevant country and whether they would alter or reverse certain reforms and actions taken by predecessors or even by incumbents 52 Table of Contents seeking to garner increased favor.
Our ground lease costs are for a fixed duration, typically a 10-to-15-year term, paid for either on a monthly or quarterly basis or in advance for a multi-year portion of the overall term of the lease. Approximately 12% of our ground leases are due for renewal within the next 24 months.
Our ground lease costs are for a fixed duration, typically a 10-to-15-year term, paid for either on a monthly or quarterly basis or in advance for a multi-year portion of the overall term of the lease. Approximately 14% of our ground leases are due for renewal within the next 24 months.
A downgrade in the sovereign’s rating could also negatively impact the credit rating of the Existing Notes and our credit rating as a result of the linkage between these ratings and the rating of the sovereign. This could have an adverse effect on our capital expenditure plans, business, cash flows and financial performance and prospects.
A downgrade in the sovereign’s rating could also negatively impact the credit rating of the Senior Notes and our credit rating as a result of the linkage between these ratings and the rating of the sovereign. This could have an adverse effect on our capital expenditure plans, business, cash flows and financial performance and prospects.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations .” The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations .” 16 Table of Contents The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.
In the event of a potential breach, while we would endeavor to comply with any applicable requirements to inform impacted parties within a reasonable time, priority may be given to containing 33 Table of Contents and eliminating the cyberattack in order to limit the damage, which as a result could potentially delay our communication of the identified attack to customers, suppliers, concerned regulatory bodies, agencies or authorities or other relevant parties.
In the event of a potential breach, while we would endeavor to comply with any applicable requirements to inform impacted parties within a reasonable time, priority may be given to containing and eliminating the cyberattack in order to limit the damage, which as a result could potentially delay our communication of the identified attack to customers, suppliers, concerned regulatory bodies, agencies or authorities or other relevant parties.
As a result of the effects of any future regional or global health emergency or events that have a similar impact on the global economy such as, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies, we may experience fluctuations in foreign currency exchange rates in many of the markets in which we operate, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
As a result of the effects of any future regional or global health emergency or events that have a similar impact on the global economy such as, depreciation of local currencies and/or a lack of sufficient availability of 42 Table of Contents hard/international currencies, we may experience fluctuations in foreign currency exchange rates in many of the markets in which we operate, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
Any downgrading of Nigeria’s debt rating by an international rating agency could have a negative impact on our business. As of the date of this Annual Report, Nigeria’s sovereign rating was B- with a positive outlook (Fitch), B- with stable outlook (S&P) and Caa1 with positive outlook (Moody’s).
Any downgrading of Nigeria’s debt rating by an international rating agency could have a negative impact on our business. As of the date of this Annual Report, Nigeria’s sovereign rating was B with a stable outlook (Fitch), B- with positive outlook (S&P) and B3 with a stable outlook (Moody’s).
Our operating results 55 Table of Contents and the trading price of our ordinary shares may fluctuate in response to various factors, including the risks described above. These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our ordinary shares to fluctuate substantially.
Our operating results 59 Table of Contents and the trading price of our ordinary shares may fluctuate in response to various factors, including the risks described above. These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our ordinary shares to fluctuate substantially.
For more information, See “— Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (“ ESG ”) initiatives and disclosures could increase our costs, harm our reputation, or otherwise adversely impact our business .” W e rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively deploy or maintain our infrastructure.
For more information, See “— Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (“ ESG ”) initiatives and disclosures could increase our costs, harm our reputation, or otherwise adversely impact our business .” We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively deploy or maintain our infrastructure.
Any slowdown in the growth of, or reduction in demand for, wireless telecommunications services, or any failure of tower sharing to continue to develop as a way to meet the requirements of wireless telecommunications providers in the countries in which we operate, may adversely affect the demand for tower 22 Table of Contents sites and could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our cash flows.
Any slowdown in the growth of, or reduction in demand for, wireless telecommunications services, or any failure of tower sharing to continue to develop as a way to meet the requirements of wireless telecommunications providers in the countries in which we operate, may adversely affect the demand for tower sites and could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our cash flows.
The 15% minimum tax on income under Pillar Two of BEPS has been applicable to the Group since implementation by the UK and The Netherlands. There is a further proposal by the UAE to implement Pillar Two from January 2025 onwards.
The 15% minimum tax on income under Pillar Two of BEPS has been applicable to the Group since implementation by the UK and The Netherlands in 2024, and by the UAE in 2025. There is a further proposal by the UAE to implement Pillar Two from January 2025 onwards.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2026.
If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
If we lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
In the ordinary course of business, we have been, are and may in the future be, face allegations or be named as a defendant or an interested party in legal, tax, regulatory and/or law enforcement actions, proceedings, claims and disputes by governments, regulators, entities or individuals in connection with our business activities or as a result of being a publicly listed company (such as actions of activist shareholders).
In the ordinary course of business, we have been, are and may in the future be, subject to allegations or named as a defendant or an interested party in legal, tax, regulatory and/or law enforcement actions, proceedings, claims and disputes by governments, regulators, entities or individuals in connection with our business activities or as a result of being a publicly listed company (such as actions of activist shareholders).
In April 2024, an Oi Brazil restructuring plan was presented to the court in Brazil and agreed upon by creditors (including the Company), which resulted in our customer contract terms being amended (including, among other things, haircuts and amended payment terms).
In April 2024, an Oi Brazil restructuring plan was presented to the court in Brazil and agreed upon by creditors (including us), which resulted in our customer contract terms being amended (including, among other things, haircuts and amended payment terms).
Such markets tend to have less developed economies and infrastructure and are often more vulnerable to economic and geopolitical challenges and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as well as civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by government authorities.
Such markets 47 Table of Contents tend to have less developed economies and infrastructure and are often more vulnerable to economic and geopolitical challenges and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as well as civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by government authorities.
If we are unable to raise the necessary financing, we may have to revise our business strategy or forgo certain strategic growth opportunities or operating expense reduction strategies, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Towers with MLL or ROU agreements are subject to termination risk.
If we are unable to raise the necessary financing, we may have to revise our business strategy or forgo certain strategic growth opportunities or operating expense reduction 30 Table of Contents strategies, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Towers with MLL or ROU agreements are subject to termination risk.
Some of the most notable reforms associated with those targets include (i) replacing the old regime of multiple foreign exchange rate segments into a single NFEM window within which foreign exchange transactions would be determined by market forces (see “— We and our customers face foreign exchange risks, which may be material ”), (ii) removing the petrol motor spirit subsidy that consumed approximately $10 billion of the federal budget in 2022, as reported by Reuters, and (iii) establishing the Renewed Hope Infrastructure Fund, an infrastructure development fund, aimed at funding upgrades in transportation, roads, power as well as other infrastructure projects.
Some of the most notable reforms associated with those targets include (i) replacing the old regime of multiple foreign exchange rate segments into a single NFEM window within which foreign exchange transactions would be determined by market forces (see “— We and our customers face foreign exchange risks, which may be material ”), (ii) removing the petrol motor spirit subsidy that consumed approximately $10 billion of the federal 48 Table of Contents budget in 2022, and (iii) establishing the Renewed Hope Infrastructure Fund, an infrastructure development fund, aimed at funding upgrades in transportation, roads, power as well as other infrastructure projects.
There can be no assurance that we will be successful in integrating acquisitions or new businesses into our existing business or be able to fully recognize the anticipated benefits of towers or businesses that we acquire, and failure to do so could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
There can be no assurance that we will be successful in integrating acquisitions or new businesses into our existing business or be able to fully recognize the 25 Table of Contents anticipated benefits of towers or businesses that we acquire, and failure to do so could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
A security vulnerability at any of these third-party partners could potentially provide an opportunity for a cyber criminal to reach or damage our IT Systems or Confidential Information. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, particularly in times of increased usage and reliance.
A security vulnerability at any of these third-party partners could potentially provide an opportunity for a cybercriminal to reach or damage our IT Systems or Confidential Information. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, particularly in times of increased usage and reliance.
We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as Africa and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing or other more favorable or suitable contractual terms, and ability to offer additional services to tenants and operational performance, as well as the size of a company’s site portfolio and its ability to access efficient capital.
We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as Africa and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing and other contractual terms, ability to offer additional services to tenants and operational performance, as well as the size of a company’s site portfolio and its ability to access efficient capital.
We at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or target and goals, among others), such as our Carbon Reduction Roadmap (including Project Green), to improve the ESG profile of our company and/or offerings or respond to stakeholder demand; however, such initiatives may be costly and may not have the desired effect.
We at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or target and goals, among others), such as our Carbon Reduction Roadmap (including Project Green, which we completed in 2025), to improve the ESG profile of our company and/or offerings or respond to stakeholder demand; however, such initiatives may be costly and may not have the desired effect.
The operating subsidiaries’ financial results are translated into U.S. dollars for reporting purposes. Accordingly, we are subject to fluctuations in the rates of currency exchange. In particular, the Naira has depreciated significantly against the U.S. dollar, due largely to declining oil prices, depletion of external reserves, and the absence of fiscal buffers.
The operating subsidiaries’ financial results are translated into U.S. dollars for reporting purposes. Accordingly, we are subject to fluctuations in the rates of currency exchange. In particular, the Naira depreciated significantly against the U.S. dollar in 2023 and 2024, due largely to declining oil prices, depletion of external reserves, and the absence of fiscal buffers.
We do not always operate with the required approvals and licenses for some of our sites, particularly where assets are acquired from third parties or where it is unclear whether a certain license or permit is required or where there is a significant lead time required for processing the application, and therefore may be subject to reprimands, warnings and fines for non-compliance with the relevant licensing and approval requirements.
See “— We do not always operate with the required approvals and licenses for some of our sites, particularly where assets are acquired from third parties or where it is unclear whether a certain license or permit is required or where there is a significant lead time required for processing the application, and therefore may be subject to reprimands, warnings and fines for non-compliance with the relevant licensing and approval requirements ” for more information.
See also “— Some of the markets in which we currently, or may in the future, operate are dependent on commodities, and are therefore impacted by global prices and/or demand for such products” and “— Financial authorities in the markets in which we operate 43 Table of Contents may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility .” For example, there have historically been periods of significant shortage of U.S. dollar liquidity in Nigeria and the CBN imposed additional currency controls that restricted access to U.S. dollars in the official foreign exchange market.
See also “— Some of the markets in which we currently, or may in the future, operate are dependent on commodities, and are therefore impacted by global prices and/or demand for such products” and “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility .” For example, there have historically been periods of significant shortage of U.S. dollar liquidity in Nigeria, and the CBN has in the past imposed additional currency controls that restricted access to U.S. dollars in the official foreign exchange market.
In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the New York Stock Exchange (“ NYSE ”).
In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the New York Stock Exchange (“ NYSE ”).
If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our ordinary shares to decline.
If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our ordinary shares to decline. ​ 63 Table of Contents
Existing regulatory policies and changes in such policies may materially and adversely affect the associated timing or cost of such projects and/or the costs attributable 29 Table of Contents to our usual business operations, and additional regulations may be adopted which increase delays, or result in additional costs, or that prevent completion of projects in certain locations.
Existing regulatory policies and changes in such policies may materially and adversely affect the associated timing or cost of such projects and/or the costs attributable to our usual business operations, and additional regulations may be adopted which increase delays, or result in additional costs, or that prevent completion of projects in certain locations.
As the applicability of such tax charges are difficult to predict, the timing and ultimate impact of any such charges on our tax obligations, business, financial condition and/or results of operations remains uncertain. We are exposed to the risk of violations of anti-bribery and anti-corruption laws or other similar regulations.
As the applicability of such tax charges are difficult to predict, the timing and ultimate impact of any such charges on our tax obligations, business, financial condition and/or results of operations remains uncertain. 40 Table of Contents We are exposed to the risk of violations of anti-bribery and anti-corruption laws or other similar regulations.
We do not believe that we currently are or have been a PFIC for the taxable year ending December 31, 2024, and we do not expect to be a PFIC in the future.
We do not believe that we currently are or have been a PFIC for the taxable year ending December 31, 2025, and we do not expect to be a PFIC in the future.
Tower portfolio or other 24 Table of Contents asset acquisitions typically take a considerable period of time to sign and close and usually close in stages, but can involve up-front investments that cannot be recovered regardless of whether the transaction is successfully completed.
Tower portfolio or other asset acquisitions typically take a considerable period of time to sign and close and usually close in stages, but can involve up-front investments that cannot be recovered regardless of whether the transaction is successfully completed.
For example, in Nigeria, under President Tinubu’s administration, the implementation of policies such as subsidy removals and tighter foreign exchange controls has the potential to result in further instability. Moreover, some planned reforms may disadvantage certain existing stakeholders, who may seek to curtail such reforms.
Furthermore, in Nigeria, under President Tinubu’s administration, the implementation of policies such as subsidy removals and tighter foreign exchange controls has the potential to result in further instability. Moreover, some planned reforms may disadvantage certain existing stakeholders, who may seek to curtail such reforms.
While we maintain planning, monitoring and logistics systems including bulk storage facilities aimed at providing a consistent supply of diesel to sites, scarcity of diesel, lack of available trucks, labor disputes, blockades, protests by third parties, queues and other issues at fuel depots and security concerns at certain sites, and fire, among other things, including the impact of climate change or related initiatives, have in the past and may in the future, cause this supply to be disrupted.
While we maintain planning, monitoring and logistics systems including bulk storage facilities aimed at providing a consistent supply of diesel to sites, scarcity of diesel, lack of available trucks, labor disputes (as part of labor union actions or otherwise), blockades, protests by third parties, queues and other issues at fuel depots and security concerns at certain sites, and fire, among other things, including the impact of climate change or related initiatives, have in the past and may in the future, cause this supply to be disrupted.
To the extent we rely upon expanding into new geographic markets and do not meet, or are unprepared for, any new challenges posed by such expansion, our future sales growth could be negatively impacted, our operating costs could increase, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
To the extent we expand into new geographic markets and do not meet, or are unprepared for, any new challenges posed by such expansion, our future sales growth could be negatively impacted and/or our operating costs could increase, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

10 edited+257 added−2 removed3 unchanged
Item 4. Information on the Company. A. History and Development of the Company IHS Holding Limited was originally incorporated in the Republic of Mauritius as a private company limited by shares on July 26, 2012 under the Mauritian Companies Act 2001.
Item 4. Information on the Company. A. History and Development of the Company Background Information IHS Holding Limited was originally incorporated in the Republic of Mauritius as a private company limited by shares on July 26, 2012 under the Mauritian Companies Act 2001.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2024 and for those currently in progress, see Item 5.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025 and for those currently in progress, see Item 5.
Our investment criteria suggests that inorganic growth opportunities will be limited for the foreseeable future, as we assess inorganic investment as just one of various forms of capital allocation. Largest Independent Multinational Tower Companies Globally Source: Company filings Note: Tower Count as of December 31, 2024 for ATC, Cellnex, GD Towers, IHS, SBA, PTI and Helios.
Our investment criteria suggests that inorganic growth opportunities will be limited for the foreseeable future, as we assess inorganic investment as just one of various forms of capital allocation. ​ 65 Table of Contents Largest Independent Multinational Tower Companies Globally Source: Company filings Note: Tower Count as of December 31, 2025 for ATC, Cellnex, GD Towers, IHS, SBA, PTI and Helios.
Our principal executive offices are located at 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. Our telephone number at this address is 59 Table of Contents +44 20 8106 1600. Our website address is www.ihstowers.com.
Our principal executive offices are located at 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. Our telephone number at this address is +44 20 8106 1600. Our website address is www.ihstowers.com.
“Operating and Financial Review and Prospects.” B. Business Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 644 million people in emerging markets, across two regions and eight countries.
Business Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 647 million people in emerging markets, across two regions and seven countries.
We are the largest independent multinational emerging-market-only tower operator and one of the largest independent multinational tower operators globally, in each case by tower count. As of December 31, 2024, we operated 39,229 Towers across six countries in Africa and two countries in Latin America .
We are the largest independent multinational emerging-market-only tower operator and one of the largest independent multinational tower operators globally, in each case by tower count. As of December 31, 2025, we operated 37,590 Towers across five countries in Africa and two countries in Latin America .
We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically entered into carefully selected growth-oriented markets with compelling underlying fundamentals.
We have a well-defined organic growth strategy designed to expand in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically also grown inorganically, entering into carefully selected growth-oriented markets with compelling underlying fundamentals.
As of December 31, 2024, we are the largest independent tower operator in six of the eight markets in which we operate, and we are the only independent tower operator of scale in four of these markets.
As of December 31, 2025, we are the largest independent tower operator in five of the seven markets in which we operate, and we are the only independent tower operator of scale in three of these markets.
Each of these acquisitions supported our inorganic growth strategy of expanding into additional regions that met our investment criteria, which opened up new markets that we believed would provide future organic and inorganic growth opportunities.
Since 2020, we have complemented our historical investment on the African continent with investments into other regions and adjacent communications infrastructure offerings. Each of these investments supported our inorganic growth strategy of expanding into additional regions that met our investment criteria, which opened up new markets that we believed would provide future organic and inorganic growth opportunities.
For the years ended December 31, 2024 and 2023, we generated revenue of $1,711 million and $2,126 million, losses for the period of $1,644 million and $1,988 million and Adjusted EBITDA of $928 million and $1,133 million, respectively. See 60 Table of Contents
For the years ended December 31, 2025 and 2024, we generated revenue from continuing operations of $1,582.0 million and $1,527.2 million, income/(loss) of $126.8 million and ($1,644.2) million and Adjusted EBITDA of $1,012.3 million and $928.4 million, respectively. See Item 5.A.
Removed
Since 2020, we have complemented our historical investment on the African continent with investments into other regions and adjacent communications infrastructure offerings.
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“ Operating and Financial Review and Prospects .” Recent Developments On February 11, 2026, IHS Fiber Brasil – Cessão de Infraestruturas Ltda. entered into a share purchase and sale agreement with TIM S.A., pursuant to which IHS Fiber Brasil – Cessão de Infraestruturas Ltda. agreed to sell its 51.0% stake in I-Systems.
Removed
We expanded our footprint with our entrance into Latin America via Brazil, Colombia and Peru ( which we later disposed of in April 2024 when we completed the disposal of our subsidiary in Peru, IHS Peru S.A.C., to affiliates of SBA Communications Corporation), and into the Middle East via Kuwait, (which we also later sold in December 2024 when we completed the sale of our subsidiary in Kuwait, IHS Kuwait, to Zain Group).
Added
The closing of the transaction is subject to customary conditions, including regulatory approvals. ​ On February 17, 2026, IHS Mauritius BR Limited, a private company organized under the laws of Mauritius, entered into a Stock Purchase Agreement with Latam Towers Infrastructure, LLC, pursuant to which IHS Mauritius BR Limited has agreed to sell all of the issued and outstanding equity interests in IHS Brasil - Cessão de Infraestruturas S.A., Centennial Towers Brasil Cooperatief U.A.
Added
(to the extent not dissolved prior to closing), and Centennial Towers Colombia S.A.S., reflecting an enterprise value of approximately $952 million (being cash consideration of BRL3,550 million (approximately $683 million), plus the net impact of borrowings and lease liabilities less cash and cash equivalents aggregating to approximately $269 million), subject to adjustment for leakage and accrued interest.
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The closing of the transaction is subject to the satisfaction or waiver of certain conditions, including regulatory approvals, accuracy of representations and warranties, absence of any material adverse effect, and a successful capital raise by investment funds managed or advised by Macquarie Asset Management. ​ In connection with the disposal of our Latin American tower and fiber operations, we entered into a BRL2,415 million (approximately $441 million) of foreign exchange derivative instruments to hedge the components of the Brazilian Real-denominated sale prices not fixed to U.S. dollars directly in the sales agreements. ​ On February 17, 2026, the Company entered into an agreement and plan of merger (the " Merger Agreement ") with MTN Group Limited, a company incorporated under the laws of South Africa (" MTN "), Mobile Telephone Networks (Netherlands) B.V., a company incorporated under the laws of the Netherlands (" Holdings "), and Sub-Merger Co, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Holdings (" Merger Sub ").
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Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands, Merger Sub will merge with and into the Company, with the Company being the surviving company in the Merger.
Added
Following the effective time of the Merger, each ordinary share, par value $0.30 per share, of the Company issued and outstanding immediately prior to the effective time (other than certain excluded shares as specified in the Merger Agreement) will be cancelled and cease to exist in exchange for the right to receive $8.50 in cash per ordinary share, without interest thereon.
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At the effective time of the Merger, each restricted stock unit award and performance stock unit award relating to the ordinary shares that is outstanding will be fully accelerated and thereafter cancelled in exchange for the Per Share Merger Consideration multiplied by the number of ordinary shares subject to such award.
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The Per Share Merger Consideration is expected to be financed using cash and debt facilities of MTN and its affiliates, as well as cash of the Company and its subsidiaries.
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If the Merger is consummated, the ordinary shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, and the Company will become a privately held company. 64 Table of Contents ​ The Company's board of directors has unanimously approved the entry into and the performance of the Merger Agreement, the Plan of Merger, and the Merger and the transactions contemplated thereby and recommended that the Company's shareholders vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Merger and the transactions contemplated thereby at a general meeting of shareholders.
Added
Under the terms of the Merger Agreement, the completion of the Merger is subject to certain closing conditions, including, among others: (i) the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of at least two-thirds of the voting power of ordinary shares entitled to vote and actually voting at the shareholders meeting; (ii) the accuracy of the parties' respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) performance by the parties of their respective obligations under the Merger Agreement in all material respects; (iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (v) receipt of the requisite regulatory approvals under specified antitrust laws; (vi) the Company and its subsidiaries holding an amount of cash equal to $998,123,782 (subject to adjustment) to be applied towards the payment of consideration for the Merger; (vii) the Company's operating cash amount being equal to or exceeding $355,000,000; (viii) the Company's total gross indebtedness not exceeding specified amounts; and (ix) the absence of any material adverse effect on the condition, business, assets, liabilities or results of operations of the Company and its subsidiaries.
Added
The Company's ability to satisfy the cash and operating cash requirements is dependent upon the successful completion of the sales of both its Latin American tower and fiber operations. ​ The Company and MTN may each terminate the Merger Agreement under certain specified circumstances, including if the Merger is not consummated on or before November 17, 2026 (subject to extensions on the terms set forth in the Merger Agreement), if a final and non-appealable legal restraint is in effect, if shareholder approval is not obtained, or under certain specified circumstances related to the other party's breach of the Merger Agreement.
Added
In certain circumstances related to an alternative acquisition proposal being received by the Company, the Company would be required to pay MTN a termination fee of $104,290,000 in cash, and if the Merger Agreement is terminated under certain specified circumstances related to MTN’s breach or failure to consummate the closing of the Merger, MTN would be required to pay the Company a termination fee of $148,980,000 in cash. ​ On February 17, 2026, MTN and Holdings entered into a voting and support agreement with the Company with respect to 85,176,719 ordinary shares beneficially owned by Holdings.
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Additionally, MTN and Wendel entered into a voting and support agreement with the Company with respect to 62,975,396 ordinary shares beneficially owned by Wendel. ​ B.
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“Operating Results—Key Financial and Operational Performance Indicators—Return Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to income/(loss) for the period, the most directly comparable IFRS measure. Our core business is providing shared communications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber services to their end users and subscribers.
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We provide our customers with opportunities to lease space on existing Towers alongside current Tenants, known as Colocation, to install additional equipment on a Tower or request certain ancillary services, known as Lease Amendments, or to commission the construction of new Towers to the customer’s specifications, known as New Sites.
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Additionally, in Nigeria we provide “Fiber-to-the-Tower” or “FTTT” connectivity to our customers, while in Brazil, through I-Systems, we provide “Fiber-to-the-Home” or “FTTH” fiber connectivity to our customers through a neutral network infrastructure solution for broadband service (although in February 2026, we announced an agreement to sell our 51% stake in I-Systems to TIM S.A.).
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Finally, we lease space to our customers in secure locations within large building complexes, such as shopping malls, stadiums and airports, which we refer to as in-building solutions or distributed antenna systems (“ DAS ”). In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties.
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As of December 31, 2025, our owned and operated tower portfolio supported 54,874 Tenants, with a Colocation Rate of 1.46x. Our primary customers are the leading MNOs in each of our markets. We also provide infrastructure and services to a number of other communications service providers.
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To support the communications infrastructure needs of our customers, we typically enter into long-term MLAs of 5 to 10 years in duration, which have historically yielded strong renewal rates (see also . “Risk Factors — Risks Relating to Our Business — A significant portion of our revenue is derived from a number of MNOs.
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Non-performance under or termination, non-renewal or material modification of customer lease agreements with these customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations”). As of December 31, 2025, the average remaining length of our MLAs with our Key Customers, who represented 93% of our Tenants, was 6.4 years.
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Additionally, these Key Customers had aggregate Contracted Revenue of $11.1 billion and an average remaining lease term of 7.5 years. Our MLAs typically include annual or semi-annual inflation-linked revenue escalators, limited customer termination rights and, in certain cases, provisions designed to help mitigate foreign exchange risk, such periodic reset mechanisms to adjust for local currency devaluation.
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We also benefit from power indexation and power pass-through clauses in some of our MLAs, which are intended to help mitigate against increases in diesel and electricity prices.
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For the years ended December 31, 2025, 2024 and 2023, 47%, 52% and 55%, respectively, of our revenue from continuing operations was linked to the 66 Table of Contents U.S. dollar and euro.
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For the years ended December 31, 2025, 2024, and 2023, 23% , 16%, and 11%, respectively, of our revenue from continuing operations was linked to power indexation and power pass-through. Our U.S. dollar-linked revenue is denominated in U.S. dollars in the relevant MLAs, but paid to us in local currency through contractual mechanisms.
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In such cases, including in Nigeria and Zambia, our MLAs may contain a formula for periodically determining the U.S. dollar to local currency exchange rate. In other cases, such as Côte d’Ivoire and Cameroon, the MLAs are in local currencies that have a fixed exchange rate, or are “pegged”, to the euro.
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Our South Africa market and Latam segments have MLAs which typically only contain local currency lease fees. We have historically increased the number of our owned and operated Towers through a combination of constructing New Sites, as well as through acquisitions of tower portfolios from MNOs and independent tower companies.
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Shortly after entering new markets through acquisitions, we would typically begin constructing New Sites. ​ IHS Towers Overview by Country ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Market Share ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ Estimated ​ ​ ​ ​ ​ ​ # of IHS ​ # of IHS ​ Outsourced ​ Total ​ IHS ​ ​ 2024 ​ Towers ​ Towers ​ Towers ​ Towers ​ Towers ​ ​ Population ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ December 31, Country ​ ​ ​ (millions) ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2024 ​ 2024 ​ ​ ​ 2024 Nigeria ​ 235 ​ 15,873 ​ 16,495 ​ 26,338 ​ 39,951 ​ #1 South Africa ​ 64 ​ 5,696 ​ 5,693 ​ 15,311 ​ 25,324 ​ #1 Côte d’Ivoire ​ 32 ​ 2,673 ​ 2,682 ​ 2,682 ​ 5,605 ​ #1 Cameroon ​ 30 ​ 2,428 ​ 2,443 ​ 2,443 ​ 4,844 ​ #1 Zambia ​ 22 ​ 1,992 ​ 1,875 ​ 1,875 ​ 3,916 ​ #1 Rwanda ​ n/a ​ n/a ​ 1,462 ​ n/a ​ n/a ​ n/a Brazil (a) ​ 211 ​ 8,658 ​ 8,326 ​ 58,953 ​ 77,274 ​ #4 Colombia (a) ​ 53 ​ 270 ​ 253 ​ 10,541 ​ 21,460 ​ not meaningful Total ​ 647 ​ 37,590 ​ 39,229 ​ 118,143 ​ 178,374 ​ — ​ (a) On February 17, 2026, the Group announced it has agreed to sell its Latin American tower operations, inclusive of IHS Brazil and IHS Colombia and its sites to Macquarie Asset Management.
Added
The transaction is expected to close later in 2026. Source: Euromonitor International Limited (Economies & Consumers data) for Population, extracted April 2025, Analysys Mason estimates and IHS. Market Position of independent tower companies is based on December 31, 2024 figures as per Analysys Mason.
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We believe we offer a unique balance between existing infrastructure with visible revenue streams and high potential for revenue growth given the strong growth potential in our countries, the strength of our market positions within each country and our strategically important, unique tower locations.
Added
We believe that we are well positioned to improve margins and cash flow, while achieving long-term growth due to: ● a large and scalable platform that provides critical infrastructure to help drive communications activity and broader digital and economic progress; ● a long-standing and stable operational platform that consistently delivers on our service level agreements to customers with proven network reliability; ● a well-defined organic expansion strategy designed to grow in existing markets with existing and new customers, complemented when feasible with an inorganic expansion strategy designed; and ● a comprehensive commitment towards contributing to sustainability and the well-being of our communities and environments where we operate.
Added
Our footprint is the result of many years of building, acquiring, operating, managing, and owning communications infrastructure in emerging market environments. As one of the pioneers of the tower infrastructure industry in Africa, we 67 Table of Contents have worked with our customers to develop the experience needed to operate and grow a successful business in our sector.
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Our experience has provided us with years of insight, deep operational expertise, and strong relationships with various stakeholders that we believe will allow us to enhance our leadership position in existing and new markets.
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We believe that the underlying communications trends in our markets will continue to drive the need for additional infrastructure, and enable us to further augment our growth through continued Colocation, Lease Amendments, New Site construction, adjacent communications infrastructure investments such as fiber, and acquisition activity.
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New communications infrastructure services such as small cells will further add to our growth opportunities with the roll-out of 5G in some of our markets.
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As of December 31, 2025, with an average age of our tower portfolio of 8.9 years, based on the date of integration of the sites, and a Colocation Rate of 1.46x, we believe that we have a young portfolio with ample capacity to continue growing organically, as well as to realize further gains on operating margins from operational efficiencies.
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We believe this organic growth will help drive enhanced cash flow generation from our existing assets.
Added
Considering our historical growth and diversification, the table below presents our reportable segment revenue for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Continuing Operations ​ ​ ​ ​ ​ ​ Nigeria 1,068.8 ​ 998.5 ​ 1,381.6 SSA 513.2 ​ 483.8 ​ 503.0 Middle East and North Africa ​ –– ​ 44.9 ​ 40.7 ​ ​ 1,582.0 ​ 1,527.2 ​ 1,925.3 Discontinued Operations ​ ​ ​ ​ ​ ​ Latin America 193.5 ​ 184.0 ​ 200.2 ​ ​ 193.5 ​ 184.0 ​ 200.2 ​ For further discussion regarding the principal markets in which we compete, including a breakdown of revenue by category of activity and geographic market, please refer to note 5 “Segment Reporting” and note 6 “Revenue” of our audited consolidated financial statements included in this Annual Report.
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Our Tower Portfolio Size of portfolio As of December 31, 2025, we had a portfolio of 33,663 owned Towers and 3,927 Towers that we operate under MLL and ROU arrangements totaling 37,590 Towers owned and operated. With 54,874 Tenants as of December 31, 2025, we had a Colocation Rate of 1.46x .
Added
Additionally, as of December 31, 2025, we had 43,999 Lease Amendments. We have historically increased the number of our Towers through a combination of constructing New Sites, along with the acquisition of site portfolios from MNOs and from independent tower companies, namely HTN Towers, CSS, Skysites, Centennial, and GTS SP5.
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In connection with the acquisition of multiple portfolios of Towers and in other circumstances, we have also rationalized our portfolio through decommissioning, including a rationalization program agreed with T2 in Nigeria, although more recently, we agreed with T2 that they would vacate our sites in exchange for a contractual commitment to settle portions of its historic overdue balances through July 2027.
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Where economically and commercially viable to do so, we migrate Tenants from one Tower onto a nearby Tower as additional Colocation and then decommission the empty site.
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While the decommissioning of Towers offsets our overall growth in the number of Towers, it allows us to eliminate cost of sales and ongoing maintenance capital expenditures of the decommissioned tower with only a marginal cost of sales increase at our retained sites through increased power consumption.
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In addition, in February 2026, we announced an agreement to sell our Latin American tower operations to Macquarie Asset Management.
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The following table shows the evolution of our tower portfolio, which is primarily a result of acquired Towers and the construction of New Sites, for the period and as of the dates indicated (December 31, 2024 excludes Kuwait due to the Kuwait Disposal, and December 31, 2025 excludes Rwanda due to the Rwanda Disposal): 68 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Towers ​ ​ ​ ​ ​ ​ Total (Owned & Operated) 37,590 39,229 ​ 40,075 Acquired in period –– –– ​ 118 Built in period 580 929 ​ 1,329 ​ Tenancies and Colocation Rate We provide our customers with opportunities to install active equipment, and receive related services, on existing Towers alongside current Tenants, known as Colocation.
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The Colocation Rate is the average number of Tenants per Tower that we own or operate across our portfolio at a point in time. With 54,874 Tenants as of December 31, 2025, we had a Colocation Rate of 1.46x.
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Our Colocation Rate is an important metric for assessing utilization and capacity on existing Towers, as well as potential for future growth. Our Colocation Rate is a key driver of our gross margins and operating margins, as the addition of further Tenants to existing Towers increases revenue while only marginally increasing our costs (primarily power).
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Colocation is attractive to our customers, as it provides them with shorter deployment times for their equipment compared to New Site construction arrangements.
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The following table shows the number of Tenants in our portfolio and our Colocation Rate as of the dates indicated (December 31, 2024 excludes Kuwait due to the Kuwait Disposal, while December 31, 2025 excluded Rwanda due to the Rwanda Disposal): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Tenants ​ ​ ​ ​ ​ ​ ​ ​ ​ Key Customers 51,240 ​ 55,240 ​ 55,915 ​ 54,215 ​ 42,843 Other Customers 3,634 ​ 4,103 ​ 3,812 ​ 4,358 ​ 3,571 Total 54,874 ​ 59,343 ​ 59,727 ​ 58,573 ​ 46,414 Colocation Rate 1.46x ​ 1.51x ​ 1.49x ​ 1.48x ​ 1.50x ​ The Colocation Rate of our Towers is a key indicator of portfolio maturity and operational efficiency.
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Lease Amendments In addition to Colocation, we also continue to benefit from Lease Amendments as our existing Tenants roll out new technologies or require installation of additional equipment or ancillary services on their existing sites, which includes the deployment of 3G, 4G and 5G technologies.
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As of December 31, 2025, our customers had approximately 44,000 Lease Amendments to Towers across our footprint.
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Given the relative growth potential of the telecommunications markets in which we operate, where 3G and 4G SIM penetration are generally at a low starting base (e.g. 53 % and 35 %, respectively in Nigeria as of December 31, 2024), the majority of the Lease Amendments that we have added thus far are for 3G and 4G equipment added to a Tower for existing Tenants .
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The following table shows the number of Lease Amendments in our portfolio as of the dates indicated ( December 31, 2024 excludes Kuwait due to the Kuwait Disposal, while December 31, 2025 excludes Rwanda due to the Rwanda Disposal) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, Lease Amendments ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Total ​ 43,999 ​ 39,671 ​ 36,603 ​ 31,674 ​ 27,124 ​ 69 Table of Contents Tower Specifications The following diagram illustrates the standard facilities located on our typical ground-based tower sites in our African markets: ​ The antennas, microwave dish and the active equipment inside or outside of the shelter are owned and maintained by the customers, while we own and maintain the passive infrastructure, including the mast, the shelter, the site monitoring system, and, if applicable, the diesel generator, the battery backup system or the hybrid power solutions, which include solar and battery systems.
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The site land is generally leased from a land owner or purchased by us. See “— Real Property Leases .” In Latin America and South Africa, the supply of primary power is typically the responsibility of the operators, who have either a grid connection or their own power supply for the site.
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The number of antennae that a Tower can accommodate varies depending on the type of Tower (self- supporting monopole, guyed or self-supporting lattice), the height of the Tower, the nature of the services provided by such antenna and the antenna size and weight.
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The substantial majority of our Towers are self-supporting lattice Towers that can support a large number of antennae, which therefore enables us to market tower space to a diverse group of telecommunications providers and other customers. Ground-based Towers can typically accommodate three or more Tenants.
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The key criteria in determining how many Tenants the Tower can hold is the wind loading capacity of the Tower. The capacity of a single Tower can be increased by Tower strengthening and height extensions and by adding further antenna mounting poles.
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The structure of the Tower can be reinforced and the foundation strengthened to accommodate additional Tenants and Lease Amendments. Our Tower portfolio consists principally of ground-based Towers.
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As of December 31, 2025, 59% of our Towers were between 30 and 60 meters in height, and 29 % of our Towers were smaller than 30 meters, including 11% of which were rooftop sites. We build larger Towers when circumstances require, including when Towers will be located in valleys or require a greater range of transmission.
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As of December 31, 2025, 9% of our Towers are between 60 and 75 meters in height, and 3% are taller than 75 meters.
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As of December 31, 2025, the average age of Towers in our portfolio based on our date of integration was 8.9 years. 70 Table of Contents Operations Our core business provides shared communications infrastructure services to MNOs, including power management, to ensure uninterrupted operation of customers’ transmission equipment.
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MNOs, in turn, use our tower infrastructure to provide wireless voice and data services to their end users. We lease space to customers on existing Towers alongside current Tenants, known as Colocation, as well as lease additional space for the installation of additional equipment or provide additional services to existing Tenants on Towers through Lease Amendments.
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We commission New Sites for construction to the MNOs’ specifications and lease space on those newly built Towers. In certain of our markets, we also provide customers with the required power for their equipment and provide FTTT services.
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Colocation Colocation is at the core of our business model as it allows us to leverage existing Towers to grow revenue and improve operating margins. We believe that our current tower portfolio and our experience of operating large portfolios of Towers, coupled with our strong customer relationships, will help us to capitalize on expected market growth and Colocation opportunities.
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A typical Colocation process usually involves the following steps: ● New customers typically sign an MLA, which governs our relationship with the customer. ● We work closely with our customers, sharing our updated tower portfolio location details throughout the year, and particularly during the planning phase, to maximize the number of Colocation opportunities.
Added
We also have radio frequency planning teams that work with customers with regards to the planning and optimization of their networks. ● Upon determining to lease tower space for Colocation, the customer delivers a work order requesting us to reserve specific space on a specific Tower.
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Once the work order has been processed and the tower space is ready for integration (typically approximately 30 days), we issue a notification to the customer, who confirms acceptance of the site. ● Under certain of our MLAs, an SLA is then signed for the commissioning of the Colocation of each specific Tower, incorporating the provisions of the MLA, and the first invoice is then submitted. ● The accrual of lease fees depends on the MLA, and usually begins approximately 30 days after notification that the site is ready for installation, or when the tenant installs or activates its equipment. ● Subsequent invoicing depends upon the particular MLA, and in most cases occurs monthly or quarterly in advance.
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Lease Amendments In addition to Colocation, we drive our revenue and operating margins by leasing additional space for equipment or providing certain ancillary services to existing Tenants on sites through Lease Amendments.
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For example, an existing Tenant may choose to request more space and/or power at the same site the Tenant is leasing, or an existing Tenant may seek to connect fiber to the Tower, which also requires the provision of additional power for that connection.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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In the second quarter of 2024 we concluded the agreements with MTN South Africa to unwind the power Managed Services agreement and to amend the existing MLA with a revised fee structure, extended by two years through to 2034.
In the second quarter of 2024 we concluded agreements with MTN South Africa to unwind the power Managed Services agreement and to amend the existing MLA with a revised fee structure, extended by two years through to 2034.
The foreign exchange gain or loss resulting from (i) the settlement of such transaction or (ii) the translation of a monetary asset or liability denominated in a foreign currency is recognized at the exchange rate at period end in the statement of loss and other comprehensive income.
The foreign exchange gain or loss resulting from (i) the settlement of such transaction or (ii) the translation of a monetary asset or liability denominated in a foreign currency is recognized at the exchange rate at period end in the statement of income/(loss) and other comprehensive (loss)/income.
For instance, we have adopted a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, particularly in Nigeria given the significant recent depreciations of the Naira in June 2023 and January 2024.
For instance, we have adopted a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, and particularly in Nigeria given the significant depreciations of the Naira in June 2023 and January 2024.
However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations.
However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations.
Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS Accounting Standards. The most directly comparable IFRS measure to Adjusted EBITDA is our (loss)/income for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies.
Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS Accounting Standards. The most directly comparable IFRS measure to Adjusted EBITDA is our income/(loss) for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the remaining estimated useful life of the tower and the lease term. Administrative expenses Administrative expenses are costs not directly related to provision of services to customers, but which support our business as a whole.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the remaining estimated useful life of the tower and the lease term. Administrative expenses Administrative expenses are costs not directly related to the provision of services to customers, but which support our business as a whole.
However, for the year ended December 31, 2024 and 2023 finance costs were impacted by significant foreign exchange movements arising on our Nigerian subsidiaries’ U.S. dollar denominated intercompany loans and U.S. dollar denominated letters of credit as a result of the devaluation of the Nigerian Naira versus the U.S. dollar.
However, for the year ended December 31, 2024 and 2023 finance costs were impacted by significant foreign exchange movements arising on our Nigerian subsidiaries’ U.S. dollar denominated intercompany loans and U.S. dollar denominated letters of credit as a result of the devaluation of the Naira versus the U.S. dollar.
The covenants include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
The covenants include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
Cost of sales Cost of sales consists of power generation (including diesel costs), which after depreciation, is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right-of-use assets, impairment of property, plant and equipment, intangible assets excluding goodwill and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site related costs, such as security services, regulatory permits and license costs, insurance, including for customer and network related assets.
Cost of sales Cost of sales consists of power generation (including diesel costs), which is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right-of-use assets, impairment of property, plant and equipment, intangible assets excluding goodwill and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site related costs, such as security services, regulatory permits and license costs, and insurance, including for customer and network related assets.
The indenture governing the notes contains customary negative covenants and restrictions, including, but not limited to, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.
The indenture governing the notes contains customary negative covenants and restrictions, including, but not limited to, on our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.
The indenture contains customary negative covenants and restrictions, including, but not limited to, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.
The indenture contains customary negative covenants and restrictions, including, but not limited to, on our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.
Ground lease fees are generally paid in advance monthly or for a one, three, five, or ten-year portion of the overall duration of the lease (although in our South Africa business, we typically pay our ground leases fees monthly in advance), with typically pre-agreed lease fee increases of between 3% and 60% or variable increases for each subsequent one, three, five or ten-year period.
Ground lease fees are generally paid in advance monthly or for a one, three, five, or ten-year portion of the overall duration of the lease (although in our South Africa business, we typically pay our ground lease fees monthly in advance), with typically pre-agreed lease fee increases of between 3% and 60% or variable increases for each subsequent one, three, five or ten-year period.
Adjusted EBITDA, Adjusted EBITDA Margin and Return Adjusted EBITDA We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items that have less bearing on our core operating performance such as interest expense and taxes.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items that have less bearing on our core operating performance such as interest expense and taxes.
Examples of Lease Amendments include an existing customer taking more space on a tower, adding equipment for new technologies, such as 3G, 4G/LTE or 5G, adding additional microwave transmission or fiber infrastructure services, as well as certain ancillary services.
Examples of Lease Amendments include an existing customer taking more space on a tower, adding equipment for new technologies, such as 3G, 4G/LTE or 5G, adding additional microwave transmission or fiber infrastructure services, or certain ancillary services.
Maintenance of sites We incur capital expenditure in relation to the maintenance of our towers and fiber infrastructure, which is non-discretionary in nature and required in order for us to optimally run our portfolio and to perform in line with our service level agreements with customers.
Maintenance of sites We incur capital expenditure in relation to the maintenance of our towers and fiber infrastructure, which is non-discretionary in nature and required for us to optimally run our portfolio and to perform in line with our service level agreements with customers.
Impairment of withholding tax receivables decreased by $46.9 million to $1.1 million for the year ended December 31, 2024, from $48.0 million for the year ended December 31, 2024, due to changes in the revenue withholding tax regulations which impact the Group’s Nigerian businesses.
Impairment of withholding tax receivables decreased by $46.9 million to $1.1 million for the year ended December 31, 2024, from $48.0 million for the year ended December 31, 2023, due to changes in the revenue withholding tax regulations which impact the Group’s Nigerian businesses.
Consequently, the construction of New Sites generally has a positive effect on revenue, and as Colocation and Lease Amendments occur on the tower, we expect to drive incremental organic revenue and have a positive effect on gross margins and operating margins.
Consequently, the construction of New Sites generally has a positive effect on revenue, and as Colocation and Lease Amendments occur on the tower, we expect this to drive incremental organic revenue and have a positive effect on gross margins and operating margins.
A Lease Amendment typically increases revenue by a proportionally lower amount than a Colocation given such equipment typically consumes less space and power than a Colocation. However, gross margin contribution of a Lease Amendment is generally comparable to a Colocation.
A Lease Amendment typically increases revenue by a proportionally lower amount than a Colocation given such equipment typically consumes less space and power than a Colocation. However, the gross margin contribution of a Lease Amendment is generally comparable to a Colocation.
In the past, governments have taken, and may in the future take, unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to financial markets.
In the past, governments have taken, and may in the future take, unprecedented actions in an attempt to address and rectify extreme market and economic conditions by providing liquidity and stability to financial markets.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2024 that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Should similar circumstances arise again or continue to exist where there is a divergence between the applicable market rate or translation rates for our financial results and the exchange rates reflected in our contracts with customers, or a divergence between the prevailing market rate on Bloomberg and other exchange rates in the market, there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks.
Should similar circumstances arise again where there is a divergence between the applicable market rate or translation rates for our financial results and the exchange rates reflected in our contracts with customers, or a divergence between the prevailing market rate on Bloomberg and other exchange rates in the market, there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks.
Customer concentration A significant portion of our revenue in each of our markets of operation is derived from a small number of customers who usually constitute some of the largest MNOs in those markets.
Customer concentration A significant portion of our revenue in each of our markets is derived from a small number of customers who usually constitute some of the largest MNOs in those markets.
Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate, or SOFR, the Chicago Mercantile Exchange (“ CME ”) Term SOFR, the European interbank offered rate, or EURIBOR, the Nigerian Monetary Policy Rate, or MPR, the Kuwait Interbank Offered Rate, or KIBOR, the Johannesburg Interbank Average Rate, or JIBAR, or the Brazilian interbank deposit rate, or CDI.
Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate (“ SOFR ”), the Chicago Mercantile Exchange (“ CME ”) Term SOFR, the European interbank offered rate (“ EURIBOR ”), the Nigerian Monetary Policy Rate (“ MPR ”), the Johannesburg Interbank Average Rate (“ JIBAR ”), or the Brazilian interbank deposit rate (“ CDI ”).
In addition to voluntary prepayments, the IHS Holding 2020 RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding 2020 RCF; and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2020 RCF.
In addition to voluntary prepayments, the IHS Holding 2025 RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding 2025 RCF; and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2025 RCF.
These financial covenants are tested quarterly in arrear based on the previous 12 months, ending on each relevant financial quarter date, by reference to the annual or quarterly (as applicable) financial statements delivered and/or each compliance certificate delivered. The Nigeria 2023 RCF also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).
These financial covenants are tested quarterly in arrear based on the previous 12 months, ending on each relevant financial quarter date, by reference to the annual or quarterly (as applicable) financial statements delivered and/or each compliance certificate delivered. The Nigeria 2026 RCF also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).
Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent decreased by $72.9 million for the year ended December 31, 2024, primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell in the year ended December 31, 2023.
Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent decreased by $72.6 million for the year ended December 31, 2024, primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell in the year ended December 31, 2023.
Carbon reduction roadmap On October 24, 2022, we announced our Carbon Reduction Roadmap which provides a comprehensive strategy for decreasing our operational emissions by reducing diesel usage on tower sites, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 2030, using 2021 emissions data as the baseline.
Carbon reduction roadmap In October 2022, we announced our Carbon Reduction Roadmap which provides a comprehensive strategy for decreasing our operational emissions by reducing diesel usage on tower sites, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 2030, using 2021 emissions data as the baseline.
These overhead expenses primarily consist of administrative staff costs (including key management compensation), impairment of goodwill costs, office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets and right-of-use assets where such assets are leased, net loss or gains from sale of assets, allowance for trade and other receivables and other sundry costs.
These overhead expenses primarily consist of administrative staff costs (including key management compensation), impairment of goodwill costs, office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets and right-of-use assets where such assets are leased, net loss or gains from sale of assets, loss allowance on trade and other receivables and other sundry costs.
Acquisitions of tower portfolios and businesses result in the immediate increase in the size of our overall tower portfolio and help expand our footprint in existing and new markets.
Acquisitions of tower portfolios and businesses result in an immediate increase in the size of our overall tower portfolio and help expand our footprint in existing and new markets.
These contractual escalators are typically linked to the consumer price index, or CPI, of the country of operation and/or the United States, depending on the underlying currency denomination of the lease fee. Lease fee components priced in local currency typically have escalators linked to local CPI applied annually or semi-annually for the subsequent 12 months.
These contractual escalators are typically linked to the consumer price index, or CPI, of the country of operation and/or the United States, depending on the underlying currency denomination of the lease fee. Lease fee components priced in local currency typically have escalators linked to local CPI applied annually or semi-annually for the subsequent 12 months or 6 months, respectively.
Finance income consists of interest income from bank deposits, realized and unrealized net foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments. (b) Withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority.
Finance income consists of interest income from bank deposits, realized and net unrealized foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments. (c) Withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority.
The renewed and extended contracts with MTN Nigeria include new rebased financial terms, and now include a combination of a Nigerian Naira component (that benefits from semi-annual escalators linked to the Nigerian Consumer Price Index), a USD component (that continues to benefit from annual escalators linked to the U.S.
The renewed and extended contracts with MTN Nigeria include new rebased financial terms, and now include a combination of a Naira component (that benefits from semi-annual escalators linked to the Nigerian Consumer Price Index), a U.S. dollar component (that continues to benefit from annual escalators linked to the U.S.
The IHS Holding 2024 Dual-Tranche Term Loan is a $438.6 million equivalent (based on the exchange rate as of October 15, 2024, the draw down date of the IHS Holding 2024 Dual-Tranche Term Loan) split into a U.S. dollar tranche with a total commitment of $255.0 million (the “U.S.
The IHS Holding 2024 Dual-Tranche Term Loan is a $438.6 million equivalent term loan (based on the exchange rate as of October 15, 2024, the draw down date of the IHS Holding 2024 Dual-Tranche Term Loan), split into a U.S. dollar tranche with a total commitment of $255.0 million (the “ U.S.
We do not engage in speculative building and only construct New Sites after obtaining a commitment for a long-term lease with an initial tenant and, in general, if we are aware of, or believe there is, commercial potential for Colocation. Demand for New Sites from MNOs is typically driven by multiple communications industry characteristics within our individual markets.
We do not engage in speculative building and only construct New Sites after obtaining a commitment for a long-term lease with an initial tenant and, in general, if we are aware of, or believe there is, commercial potential for Colocation. 88 Table of Contents Demand for New Sites from MNOs is typically driven by multiple communications industry characteristics within our individual markets.
We define Adjusted EBITDA (including by segment) as (loss)/income for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net impairment/(reversal of impairment) of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, gain on disposal of subsidiary and certain other items that management believes are not indicative of the core performance of our business.
Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA (including by segment) as income/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net (reversal of impairment)/ impairment of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, right-of-use assets, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on disposal of property, plant and equipment and right-of-use assets, share-based payment (credit)/expense, insurance claims, gain on disposal of subsidiary and certain other items that management believes are not indicative of the core performance of our business.
Finance costs and income Finance costs consist of interest expense and loan facility fees on borrowings, the unwinding of the discount on our decommissioning liability and lease liability, realized and unrealized net foreign exchange losses arising from financing arrangements and net realized and unrealized losses from valuations of financial instruments.
(b) Finance costs consist of interest expense and loan facility fees on borrowings, the unwinding of the discount on our decommissioning liability and lease liability, net realized and unrealized foreign exchange losses arising from financing arrangements and net realized and unrealized losses from valuations of financial instruments.
FINANCING ACTIVITIES FOR THE PERIOD Approximate U.S. dollar equivalent values for non-USD denominated facilities stated below are translated from the currency of the debt at the relevant exchange rates on December 31, 2024.
FINANCING ACTIVITIES FOR THE PERIOD Approximate U.S. dollar equivalent values for non-USD denominated facilities stated below are translated from the currency of the debt at the relevant exchange rates on December 31, 2025.
Non-core captures the impact of movements in foreign exchange rates on the translation of the results of our local operations from their local functional currency into U.S. dollars, which is measured by the difference in U.S. dollars between (i) revenue in local currency converted at the average foreign exchange rate for that period and (ii) revenue in local currency converted at the average foreign exchange rate for the prior period.
Non-core captures the impact of movements in foreign exchange rates on the translation of the results of our local operations from their local functional currency into U.S. dollars, which is measured by the difference in U.S. dollars between (i) revenue in local currency converted at the average foreign exchange rate for that period and (ii) revenue in local currency 86 Table of Contents converted at the average foreign exchange rate for the prior period.
These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services and requiring a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets.
These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services that require a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets.
Consumer Price Index and have quarterly foreign exchange resets), and/or a new component indexed to the cost of providing diesel power, introduced to act as a hedge against diesel prices and potentially foreign exchange fluctuations.
Consumer Price Index and has quarterly foreign exchange resets), and/or a new component indexed to the cost of providing diesel power, introduced to act as a hedge against diesel prices and potentially foreign exchange fluctuations.
The IHS Holding 2020 RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-outs).
The IHS Holding 2025 RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-outs.
On or after November 29, 2026, 2027 or 2028, the 2031 Notes may be redeemed (in whole or in part) at a price of 104.12500%, 102.06250% and 100.00000%, respectively.
On or after November 29, 2027, 2028 or 2029, the 2031 Notes may be redeemed (in whole or in part) at a price of 104.12500%, 102.06250% and 100.00000%, respectively.
On June 22, 2021, pursuant to a successful consent solicitation, Holdco B.V. also effected certain amendments to the indenture governing the notes to, among other things, expand the “restricted group” to encompass IHS Holding Limited and all of IHS Holding Limited’s subsidiaries (which would then be subject to the covenants and events of default under the indenture), and to make certain other consequential changes to the negative covenants and restrictions resulting from the larger group structure.
On June 22, 2021, pursuant to a successful consent solicitation, IHS Mauritius NG Holdco Limited also effected certain amendments to the indenture governing the notes to, among other things, expand the “restricted group” to encompass IHS Holding Limited and all of IHS Holding Limited’s subsidiaries (which would then be subject to the covenants and events of default under the indenture), and to make certain other consequential changes to the negative covenants and restrictions resulting from the larger group structure.
As part of our heightened focus on cash generation, we are pursuing operational efficiencies through productivity enhancements, cost and capital expenditure reductions, and a review of our portfolio of markets and assets. See “Item 3.D. Risk Factors” section of our Annual Report.
As part of our heightened focus on cash generation, we are pursuing operational efficiencies through productivity enhancements, cost and capital expenditure reductions, and a review of our portfolio of markets and assets. See “Item 3.D. Risk Factors” section of our Annual Report for further details.
Depreciation 97 Table of Contents of a tower is calculated using the straight-line method over an estimated useful life of 10 to 20 years. Depreciation of alarms, batteries and generators are also calculated using the straight-line method over a range of estimated useful lives between one and five years, depending on the equipment.
Depreciation of a tower is calculated using the straight-line method over an estimated useful life of 10 to 20 years. Depreciation of alarms, batteries and generators are also calculated using the straight-line method over a range of estimated useful lives between one and five years, depending on the equipment.
Other administrative expense items decreased by $4.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by reduced foreign exchange losses in 2024 in our Nigeria segment partially offset by $7.6 million of share-based payment expense related to B-BBEE transaction recorded in our SSA segment in the fourth quarter of 2024.
Other administrative expense items decreased by $3.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by reduced foreign exchange losses in 2024 in our Nigeria segment, partially offset by $7.6 million of share-based payment expense related to B-BBEE transaction recorded in our SSA segment in the fourth quarter of 2024.
For example, we often see an increase in demand for New Sites as new technology is rolled out in markets, such as 3G or 4G. New Sites constructed consist primarily of ground-based towers, but can also include in-building solutions / distributed antenna systems, rooftop towers and cells-on-wheels.
For example, we often see an increase in demand for New Sites as new technology is rolled out in markets, such as 3G or 4G. New Sites are primarily ground-based towers, but can also include in-building solutions / distributed antenna systems, rooftop towers and cells-on-wheels.
Towers We measure the number of towers in our portfolio at a given time by counting the number of towers that we own or operate with at least one Tenant. The number of towers in our portfolio excludes towers for which we provide Managed Services.
Towers We measure the number of towers in our portfolio (including discontinued operations) at a given time by counting the number of towers that we own or operate with at least one Tenant. The number of towers in our portfolio excludes towers for which we provide Managed Services.
Where tower portfolios or businesses were disposed during the period under review, inorganic revenue impact is calculated as the 87 Table of Contents revenue contribution from those tower portfolios or businesses in their reported state (measured in U.S. dollars) in the period. This treatment continues for 12 months following acquisition or disposal.
Where tower portfolios or businesses were disposed during the period under review, inorganic revenue impact is calculated as the revenue contribution from those tower portfolios or businesses in their reported state (measured in U.S. dollars) in the period. This treatment continues for 12 months following acquisition or disposal.
IHS Holding 2024 Notes Issuance On November 29, 2024, IHS Holding Limited issued $550.0 million 7.875% Senior Notes due 2030 (the “2030 Notes” ) and $650.0 million 8.250% Senior Notes due 2031 (the “2031 Notes” , and together with the 2030 Notes, the “IHS Holding 2030/31 Notes” ), guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited and INT Towers NG Finco 1 Plc.
Notes IHS Holding 2024 Notes Issuance On November 29, 2024, IHS Holding Limited issued $550.0 million 7.875% Senior Notes due 2030 (the “2030 Notes” ) and $650.0 million 8.250% Senior Notes due 2031 (the “2031 Notes” , and together with the 2030 Notes, the “2030/31 Notes” ), guaranteed by IHS Mauritius NG Holdco Limited (formerly known as IHS Netherlands Holdco B.V.), IHS Mauritius NG1 Limited (formerly known as IHS Netherlands NG1 B.V.), IHS Mauritius NG2 Limited (formerly known as IHS Netherlands NG2 B.V.), IHS INT Mauritius Limited (formerly known as Nigeria Tower Interco B.V.), IHS Nigeria, IHS Towers NG Limited, INT Towers Limited and INT Towers NG Finco 1 Plc.
We also provide infrastructure and services to a number of other communications service providers. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions. Our footprint currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, South Africa, Zambia, Brazil and Colombia.
We also provide infrastructure and services to a number of other communications service providers. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions. Our footprint currently covers Nigeria, Cameroon, Côte d’Ivoire, South Africa, Zambia, Brazil and Colombia. Until October 9, 2025 our footprint also covered Rwanda.
As a result, investors should not consider these 94 Table of Contents performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS Accounting Standards.
As a result, investors should not consider these performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS Accounting Standards.
In addition, this resulted in an 101 Table of Contents increase in the net loss/(gain) on the disposal of property, plant, and equipment, and right-of-use assets, totaling $24.0 million. The increase was primarily attributed to a lease modification with our customer, Oi Brazil.
In addition, this resulted in an increase in the net loss on the disposal of property, plant, and equipment, and right-of-use assets, totaling $24.0 million. The increase was primarily attributed to a lease modification with our customer, Oi Brazil.
On or after November 29, 2024, 2025 or 2026, the 2028 Notes may be redeemed (in whole or in part) at a price of 103.1250%, 101.5625% and 100.0000%, respectively.
The 2026 Notes may be redeemed (in whole or in part) at a price of 100.0000%. On or after November 29, 2025 or 2026, the 2028 Notes may be redeemed (in whole or in part) at a price of 101.5625% and 100.0000%, respectively.
As a holding company, our only source of cash to pay our obligations will be distributions with respect to our ownership interests in our 106 Table of Contents subsidiaries or repayment of intercompany loans from (i) the net earnings and cash flow generated by these subsidiaries and (ii) any excess funds from the refinancing of operating company debt financings.
As a holding company, IHS Holding Limited's only source of cash to pay our obligations will be distributions with respect to our ownership interests in our subsidiaries or repayment of intercompany loans from (i) the net earnings and cash flow generated by these subsidiaries and (ii) any excess funds from the refinancing of operating company debt financings.
These financial covenants are tested quarterly (except where compliance is required 108 Table of Contents at any time and where testing is required upon incurrence) in arrear based on the previous 12 months, by reference to the financial statements delivered and/or each compliance certificate delivered.
These financial covenants are tested quarterly (except where compliance is required at any time and where testing is required upon incurrence) in arrear based on the previous 12 months, by reference to the financial statements delivered and/or each compliance certificate delivered.
The unrealized gains and losses are recorded in finance costs, however Group net assets are not impacted since equal and opposite gains and losses are recorded in equity on the retranslation of the Nigerian operations’ assets and liabilities (which include these loans).
The unrealized gains and losses are recorded in finance income and finance costs respectively, although Group net assets are not impacted since equal and opposite gains and losses are recorded in equity on the retranslation of the Nigerian operations’ assets and liabilities (which include these loans).
As a result of the currency exchange rate fluctuations, particularly in regard to the Nigerian Naira as described further above, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses 93 Table of Contents in order for us to remain competitive.
As a result of the currency exchange rate fluctuations, particularly with regard to the Naira as described further above, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses in order for us to remain competitive.
Facilities, short-term rental and upkeep costs decreased by $12.0 million to $31.7 million in the year ended December 31, 2024, from $43.6 million in the year ended December 31, 2023, mainly driven by a decrease in repairs and maintenance in our Nigeria segment.
Facilities, short-term rental and upkeep costs decreased by $12.4 million to $29.6 million in the year ended December 31, 2024, from $42.0 million in the year ended December 31, 2023, mainly driven by a decrease in repairs and maintenance in our Nigeria segment.
Key Financial and Operational Performance Indicators We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, Return Adjusted EBITDA, the number of Towers in our portfolio and Colocation Rate are key measures to assess our financial and operational performance. These measures demonstrate our ability to grow and generate strong positive cash flows over time.
Risk Factors” section of our Annual Report. Key Financial and Operational Performance Indicators We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, the number of Towers in our portfolio and Colocation Rate are key measures to assess our financial and operational performance. These measures demonstrate our ability to grow and generate strong positive cash flows over time.
In addition, there was reductions in impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent of $72.9 million, primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell in the third quarter of 2023, as well as decreases in in depreciation ($69.2 million), power generation ($47.9 million), net impairment of withholding tax receivables ($46.9 million), tower repairs and maintenance ($42.9 million), regulatory fees ($29.4 million), and security services ($24.5 million).
In addition, there was reductions in impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent of $72.6 million, primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell in the third quarter of 2023, as well as decreases in in depreciation ($79.3 million), power generation ($49.0 million), net impairment of withholding tax receivables ($46.9 million), tower repairs and maintenance ($43.5 million), regulatory fees ($29.4 million), and security services ($25.2 million).
Subject to certain conditions, IHS Holding Limited may voluntarily prepay its utilizations and/or permanently cancel all or part of the available commitments by giving five RFR banking days’ prior notice, or in any case any such shorter period as the majority lenders may agree.
Subject to certain conditions, IHS Holding Limited may voluntarily prepay its utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice, or such shorter period as the majority lenders may agree.
Subject to certain conditions, IHS Netherlands Holdco B.V. and the borrowers may voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders may agree).
Subject to certain conditions, IHS Mauritius NG Holdco Limited and the borrowers may voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders may agree).
In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties. As of December 31, 2024, our owned and operated tower portfolio supported 59,343 Tenants, with a Colocation Rate of 1.51x. Our primary customers are the leading MNOs in each of our markets.
In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties. As of December 31, 2025, our owned and operated tower portfolio supported 54,874 Tenants, with a Colocation Rate of 1.46x. Our primary customers are the leading MNOs in each of our markets.
The spend associated with decommissioning a site is approximately between $3,200 to $32,000. Acquisitions/Disposals of tower portfolios and businesses The acquisition of tower portfolios and businesses from MNOs and independent tower companies results in incremental inorganic revenue during the period in which the acquisitions occur.
The spend associated with decommissioning a site is approximately between $2,700 to $40,000. Acquisitions/Disposals of tower portfolios and businesses The acquisition of tower portfolios and businesses from MNOs and independent tower companies results in incremental inorganic revenue during the period in which the acquisitions occur.
Maintenance capital expenditure includes the periodic repair and replacement of fixtures and fittings of existing sites, and fiber equipment and power equipment at existing sites. A large component of maintenance capital expenditure is for the replacement and servicing of generators and batteries at our sites, which may decrease, should the grid availability in our markets improve.
Maintenance capital expenditure includes the periodic repair and replacement of fixtures and fittings of existing sites, and fiber equipment and power equipment at existing sites. A large component of maintenance capital expenditure is the replacement and servicing of generators and batteries at our sites, although this may decrease, if the grid availability in our markets improve.
Depreciation and amortization costs decreased by $71.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the devaluation of the Naira.
Depreciation and amortization costs decreased by $84.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the devaluation of the Naira.
Adjusted EBITDA Adjusted EBITDA was $928.4 million in the full year ended December 31, 2024, resulting in an Adjusted EBITDA margin of 54.3%. Adjusted EBITDA decreased 18.0% year-on-year reflecting the decrease in revenue described above, partially offset by a decrease in cost of sales, largely driven by the devaluation of the Naira versus the U.S. dollar.
Adjusted EBITDA Adjusted EBITDA was $928.4 million in the full year ended December 31, 2024. Adjusted EBITDA decreased 18.0% year-on-year reflecting the decrease in revenue described above, partially offset by a decrease in cost of sales included within Adjusted EBITDA, largely driven by the devaluation of the Naira versus the U.S. dollar.
The Nigeria 2023 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs.
The IHS Holding 2025 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-outs.
The amounts withheld may be recoverable in settlement of future corporate income tax liabilities in the relevant operating company. Withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.
The amounts withheld may be recoverable through an offset against future corporate income tax liabilities in the relevant operating company. Withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.
The revenue from the equivalent 12 day comparative period after December 19, 2023, is captured within inorganic revenue. Given the disposal date of December 19, 2024, as of December 31, 2024 the entire Tower portfolio, Tenants and Lease Amendments had been deconsolidated.
The revenue from the comparative period until December 19, 2024 is captured within inorganic revenue. Given the disposal date of December 19, 2024, as of December 31, 2024 the entire Tower portfolio, Tenants and Lease Amendments had been deconsolidated.
Organic revenue (1) increased by $1,021.7 million (increased 48.1%) year-on-year driven primarily by foreign exchange resets, power indexation, escalations, and continued growth in revenues from Tenants, Lease Amendments and New Sites.
Organic revenue (1) increased by $1,023.0 million (increased 53.1%) year-on-year driven primarily by foreign exchange resets, power indexation, escalations, and continued growth in revenues from Tenants, Lease Amendments and New Sites.
Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Typically, the main incremental cost to deliver Colocation or Lease Amendments is $5,000 to $10,000 in augmentation capital expenditure.
Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Typically, the main incremental cost to deliver Colocation or Lease Amendments is between $5,000 and $10,000 in augmentation capital expenditure, and from $10,000 to $12,000 in our Latin America business.
For instance, our MLAs with MTN in Zambia and Rwanda were renewed in March and June of 2024, respectively, and extended for 10 years through to 2034. Our MLAs with MTN Nigeria that were up for renewal in 2024 and 2029 were renewed in August 2024, and extended through 2032.
For instance, our MLA with MTN in Zambia was renewed in March 2024 and extended for 10 years through to 2034. Our MLAs with MTN Nigeria that were up for renewal in 2024 and 2029 were renewed in August 2024, and extended through 2032.
The 2027 Notes mature on September 18, 2027, and pay interest semi-annually in arrear, with the principal repayable in full on maturity. On or after September 18, 2023, or 2024, the 2027 Notes may be redeemed (in whole or in part) at a price of 102.000% and 100.000%, respectively.
The 2027 Notes mature on September 18, 2027, and pay interest semi-annually in arrear, with the principal repayable in full on maturity. The 2027 Notes may be redeemed (in whole or in part) at a price of 100.0%.
Power generation ($47.9 million), tower repairs and maintenance ($42.9 million), and security costs ($24.5 million) decreased, respectively for the year ended December 31, 2024 compared to the prior year, primarily driven by local currency devaluation in our Nigeria segment and lower costs in our SSA segment due to changes in our agreements with MTN SA on power Managed Services.
Power generation ($49.0 million), tower repairs and maintenance ($43.5 million), and security costs ($25.2 million) decreased, for the year ended December 31, 2024 compared to the prior year, primarily driven by local currency devaluation in our Nigeria segment and lower costs in our SSA segment due to changes in our agreements with MTN SA on power Managed Services.
The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers.
The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers, while in Nigeria, power indexation clauses limit the impact of diesel price fluctuations.
Refer to note 31.2 of the financial statements for the further information on the disposal of the Kuwait business. Revenue Revenue for the full year ended December 31, 2024 of $1,711.2 million declined 19.5% year-on-year, driven primarily by the devaluation of the NGN versus the U.S. dollar.
Refer to note 31 of the financial statements for the further information on the disposal of the Kuwait business. Revenue Revenue for the full year ended December 31, 2024 of $1,527.2 million declined 20.7% year-on-year, driven primarily by the devaluation of the Naira versus the U.S. dollar.
Reportable Segments Our operations are organized into four segments, which reflect the way our chief operating decision maker, or CODM, is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities and the way in which the CODM analyzes performance and allocates resources.
Information on the Company—History and Development of the Company—Recent Developments." Reportable Segments Our operations are organized into three segments, which reflect the way our chief operating decision maker, or CODM, is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities and the way in which the CODM analyzes performance and allocates resources.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In the event of a change in control, notwithstanding any provision in the 2021 Omnibus Incentive Plan to the contrary, the Committee may, in its sole discretion, take any action with respect to all or any portion of a particular outstanding Award, including, but not limited to, the following, in each case, except as otherwise provide in a written agreement between the grantee and the Company: (i) if Awards are not converted, assumed, or replaced by a successor, the Awards will become fully exercisable and vested, with any performance conditions to become satisfied based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (ii) if the Award is assumed or replaced by a successor with a comparable award, then the new award must (a) provide the grantee with substantially equivalent terms and conditions; and (b) become fully vested and exercisable immediately upon an involuntary termination of the grantee’s employment or service, as applicable, by the Company without cause within eighteen (18) months following the Change in Control, with any performance conditions to be converted based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (iii) settle Awards previously deferred; (iv) adjust, substitute, convert, settle and/or terminate outstanding Awards as the Committee, in its sole discretion, deems appropriate and consistent with the plan’s purposes; and (v) in the case of any Award with an exercise price that equals or exceeds the price paid for a share of ordinary shares in connection with the change in control, the Committee may cancel the Award without the payment of consideration therefor.
In the event of a change in control, notwithstanding any provision in the 2021 Omnibus Incentive Plan to the contrary, the Committee may, in its sole discretion, take any action with respect to all or any portion of a particular outstanding Award, including, but not limited to, the following, in each case, except as otherwise provide in a written 127 Table of Contents agreement between the grantee and the Company: (i) if Awards are not converted, assumed, or replaced by a successor, the Awards will become fully exercisable and vested, with any performance conditions to become satisfied based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (ii) if the Award is assumed or replaced by a successor with a comparable award, then the new award must (a) provide the grantee with substantially equivalent terms and conditions; and (b) become fully vested and exercisable immediately upon an involuntary termination of the grantee’s employment or service, as applicable, by the Company without cause within eighteen (18) months following the Change in Control, with any performance conditions to be converted based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (iii) settle Awards previously deferred; (iv) adjust, substitute, convert, settle and/or terminate outstanding Awards as the Committee, in its sole discretion, deems appropriate and consistent with the plan’s purposes; and (v) in the case of any Award with an exercise price that equals or exceeds the price paid for a share of ordinary shares in connection with the change in control, the Committee may cancel the Award without the payment of consideration therefor.
He also currently serves as Chairman of Tullow Oil Plc and of the Johannesburg Stock Exchange, or the JSE. Mr. Nhleko also serves as a director of Engen, TBWA South Africa, and Pembani Remgro Infrastructure Fund Managers. Previously, he served on the boards of BP plc from 2011 to 2016 and Anglo American from 2011 to 2015.
He also currently serves as Chairman of the Johannesburg Stock Exchange, or the JSE. Mr. Nhleko also serves as a director of Engen, TBWA South Africa, and Pembani Remgro Infrastructure Fund Managers. Previously, he served on the boards of Tullow Oil Plc from 2011 to 2025, BP plc from 2011 to 2016 and Anglo American from 2011 to 2015.
Share Incentive Plans Non-Employee Director Grants In connection with our IPO, certain non-employee directors received restricted stock unit grants over a total of 259,784 ordinary shares all of which have been issued and vested as of December 31, 2024. 2021 Omnibus Incentive Plan We adopted the IHS Holding Limited 2021 Omnibus Incentive Plan, or the 2021 Omnibus Incentive Plan, on September 30, 2021, and it became effective upon the approval of our shareholders on October 4, 2021, or the Effective Date.
Share Incentive Plans Non-Employee Director Grants In connection with our IPO, certain non-employee directors received restricted stock unit grants over a total of 259,784 ordinary shares all of which have been issued and vested as of December 31, 2025. 2021 Omnibus Incentive Plan We adopted the IHS Holding Limited 2021 Omnibus Incentive Plan, or the 2021 Omnibus Incentive Plan, on September 30, 2021, and it became effective upon the approval of our shareholders on October 4, 2021, or the Effective Date.
The audit committee assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements, and is responsible for, among other things: ● the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; ● pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; ● evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; ● reviewing and discussing with the board and the independent auditor our annual audited financial statements and any quarterly financial statements prior to the filing of the respective SEC reports; ● reviewing our compliance with laws and regulations; and ● approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
The audit committee assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements, and is responsible for, among other things: ● the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; ● pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; ● evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; 129 Table of Contents ● reviewing and discussing with the board and the independent auditor our annual audited financial statements and any quarterly financial statements prior to the filing of the respective SEC reports; ● reviewing our compliance with laws and regulations; and ● approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of our board for services in all capacities to us or our subsidiaries for the year ended December 31, 2024, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our board.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of our board for services in all capacities to us or our subsidiaries for the year ended December 31, 2025, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our board.
She currently serves as a member of the boards of directors of Endeavor Group Holdings Inc., Uber Technologies Inc., Teneo Holdings LLC and Taiwan Semiconductor Manufacturing Company Ltd., amongst others, and provides leadership counsel to several community, educational and non-profit organizations. Ms.
She currently serves as a member of the boards of directors of Uber Technologies Inc., Teneo Holdings LLC and Taiwan Semiconductor Manufacturing Company Ltd., amongst others, and provides leadership counsel to several community, educational and non-profit organizations. Ms.
The 2021 Omnibus Incentive Plan is generally administered by our Board unless and until the Board delegates administration to a committee of the Board (the “Committee”). The Committee will make all determinations in respect of the 2021 Omnibus Incentive Plan, and will have no liability for any action taken in good faith.
The 2021 Omnibus Incentive Plan is generally administered by our Board unless and until the Board delegates administration to a committee of the Board (the “ Committee ”). The Committee will make all determinations in respect of the 2021 Omnibus Incentive Plan, and will have no liability for any action taken in good faith.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors, including their ages as of the date of this Annual Report: ​ ​ 116 Table of Contents Executive Officers The executive officers and directors of the Issuer are set forth below.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors, including their ages as of the date of this Annual Report: ​ ​ 123 Table of Contents Executive Officers The executive officers and directors of the Issuer are set forth below.
In the year ended December 31, 2024, we did not set aside or accrue any amounts to provide pension, retirement or similar benefits to our executive officers and members of our board.
In the year ended December 31, 2025, we did not set aside or accrue any amounts to provide pension, retirement or similar benefits to our executive officers and members of our board.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and directors or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 121 Table of Contents C.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and directors or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. C.
“Directors and Senior Management” for information regarding the periods during which our directors have served on the board of directors. Foreign Private Issuer Status We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our shares are listed on the NYSE.
See Item 6.A. “Directors and Senior Management” for information regarding the periods during which our directors have served on the board of directors. Foreign Private Issuer Status We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our shares are listed on the NYSE.
The objective of the risk management 124 Table of Contents process at IHS Towers is to ensure that our board of directors and management are aware of the key risks that could threaten the achievement of business objectives and that appropriate mitigation plans are in place to avoid, eliminate, or minimize the impact of such risks, should they arise.
The objective of the risk management process at IHS Towers is to ensure that our board of directors and management are aware of the key risks that could threaten the achievement of business objectives and that appropriate mitigation plans are in place to avoid, eliminate, or minimize the impact of such risks, should they arise.
“Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and follow certain home country corporate 122 Table of Contents governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.” Audit Committee The audit committee consists of Nicholas Land, Ursula Burns and Aniko Szigetvari.
“Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.” Audit Committee The audit committee consists of Nicholas Land, Ursula Burns and Aniko Szigetvari.
William Saad is one of our co-founders and has served as Executive Vice President and Group Chief Operating Officer of IHS Towers since July 2012 and has 28 years’ experience in the telecommunications industry. Before co-founding the Group, Mr.
William Saad is one of our co-founders and has served as Executive Vice President and Group Chief Operating Officer of IHS Towers since July 2012 and has over 25 years’ experience in the telecommunications industry. Before co-founding the Group, Mr.
Board Practices Board Composition Our board of directors is composed of 9 members. Sam Darwish serves as the Chairman of our board of directors and John Ellis Bush serves as Lead Independent Director.
Board Practices Board Composition Our board of directors is composed of 8 members. Sam Darwish serves as the Chairman of our board of directors and John Ellis Bush serves as Lead Independent Director.
The Corporate Governance Guidelines are publicly available under the “Governance” section of our investor relations website at http://www. https://www.ihstowers.com/investors. The information on our website is not incorporated by reference into this Annual Report. D. Employees As of December 31, 2024, we had 2,864 employees.
The Corporate Governance Guidelines are publicly available under the “Governance” section of our investor relations website at http://www. https://www.ihstowers.com/investors. The information on our website is not incorporated by reference into this Annual Report. D. Employees As of December 31, 2025, we had 2,762 employees.
The health, safety, security and environmental committee assists our board in its oversight and support of the implementation and effectiveness of our environmental, health and safety risk-management procedures, policies, programs and initiatives, and is responsible for, among other things: ● reviewing and evaluating the status of our health, safety and environmental performance, including processes to ensure compliance with internal policies and goals and applicable laws and regulations; ● reviewing management reports regarding its efforts with regard to environmental and social matters, including our policies, programs and strategies related to environmental stewardship, corporate citizenship and other social and public matters of significance to us; ● reviewing and providing input to us on the management of current and emerging health, safety and environmental issues, policies, laws and regulations; and ● reviewing, at least annually, processes designed to mitigate key health, safety and environmental risks.
Phuthuma Nhleko serves as Chair of the committee. 130 Table of Contents The health, safety, security and environmental committee assists our board in its oversight and support of the implementation and effectiveness of our environmental, health and safety risk-management procedures, policies, programs and initiatives, and is responsible for, among other things: ● reviewing and evaluating the status of our health, safety, security and environmental performance, including processes to ensure compliance with internal policies and goals and applicable laws and regulations; ● reviewing management reports regarding its efforts with regard to environmental and social matters, including our policies, programs and strategies related to environmental stewardship, corporate citizenship and other social and public matters of significance to us; ● reviewing and providing input to us on the management of current and emerging health, safety, security and environmental issues, policies, laws and regulations; and ● reviewing, at least annually, processes designed to mitigate key health, safety, security and environmental risks.
Bush has served on the board of directors of InnovAge Holding Corp. since 2021. Mr. Bush has also served as Chairman of the Foundation for Excellence in Education since 2007. Mr. Bush was previously a senior adviser for Barclays and a board member of Tenet Healthcare Corp. Mr.
Bush has served on the board of directors of InnovAge Holding Corp. since 2021 and Healthedge since 2026. Mr. Bush has also served as Chairman of the Foundation for Excellence in Education since 2007 and on the board of Bloomberg Philanthropies since 2025. Mr. Bush was previously a senior adviser for Barclays and a board member of Tenet Healthcare Corp.
The audit committee meets at least four times per year. The audit committee meets at least once per year with our independent accountant, without our executive officers being present. Remuneration Committee The remuneration committee consists of Aniko Szigetvari, John Ellis Bush and Frank Dangeard. Aniko Szigetvari serves as Chair of the committee.
The audit committee meets at least four times per year. The audit committee meets at least once per year with our independent accountant, without our executive officers being present. Remuneration Committee The remuneration committee consists of Aniko Szigetvari, John Ellis Bush and Maria Carolina Lacerda. Aniko Szigetvari serves as Chair of the committee.
None of the directors has any potential conflicts of interest between their duties to the Issuer and their private interests and/or their duties to third parties. ​ ​ ​ ​ ​ Name Age ​ Position Executive Officers ​ Sam Darwish 53 ​ Chairman, Group Chief Executive Officer and Director Mohamad Darwish 45 ​ Executive Vice President, IHS Nigeria Chief Executive Officer William Saad 53 ​ Executive Vice President, Group Chief Operating Officer Steve Howden 42 ​ Executive Vice President, Chief Financial Officer Ayotade Oyinlola 50 ​ Executive Vice President, Chief Human Resources Officer Mustafa Tharoo 51 ​ Executive Vice President, Group General Counsel Directors ​ ​ Ursula Burns 66 ​ Director John Ellis Bush 72 ​ Director Frank Dangeard 67 ​ Director Bashir El-Rufai 71 ​ Director Maria Carolina Lacerda 52 ​ Director Nicholas Land 77 ​ Director Phuthuma Nhleko 64 ​ Director Aniko Szigetvari 55 ​ Director ​ Unless otherwise stated, the current business addresses for our executive officers and directors is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
None of the directors has any potential conflicts of interest between their duties to the Issuer and their private interests and/or their duties to third parties. ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ Position Executive Officers ​ ​ ​ Sam Darwish 54 ​ Chairman, Group Chief Executive Officer and Director Mohamad Darwish 46 ​ Executive Vice President, IHS Nigeria Chief Executive Officer William Saad 54 ​ Executive Vice President, Group Chief Operating Officer Steve Howden 43 ​ Executive Vice President, Chief Financial Officer Ayotade Oyinlola 51 ​ Executive Vice President, Chief Human Resources Officer Mustafa Tharoo 52 ​ Executive Vice President, Group General Counsel Directors ​ ​ ​ Ursula Burns 67 ​ Director John Ellis Bush 73 ​ Director Bashir El-Rufai 72 ​ Director Maria Carolina Lacerda 53 ​ Director Nicholas Land 78 ​ Director Phuthuma Nhleko 65 ​ Director Aniko Szigetvari 56 ​ Director ​ Unless otherwise stated, the current business addresses for our executive officers and directors is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Our executive officers are eligible to receive performance and service related bonuses pursuant to the terms of their service agreements or otherwise as approved by the Board, and our executive officers received rights under the 2021 Omnibus Incentive Plan (as defined below) of up to 3,457,231 ordinary shares during the year ended December 31, 2024.
Our executive officers are eligible to receive performance and service related bonuses pursuant to the terms of their service agreements or otherwise as approved by the Board, and our executive officers received rights under the 2021 Omnibus Incentive Plan (as defined below) of up to 6,144,989 ordinary shares during the year ended December 31, 2025.
Burns served as Chair of the President’s Export Council from 2015 to 2016 after holding the position of Vice Chair from 2010 to 2015. In February 2022, Ms. Burns joined the Biden Administration’s U.S. Department of Commerce’s Advisory Council on Supply Chain Competitiveness. Ms.
Burns served as Chair of the President’s Export Council from 2015 to 2016 after holding the position of Vice Chair from 2010 to 2015. From 2022 to 2024, Ms. Burns served on the U.S. Department of Commerce’s Advisory Council on Supply Chain Competitiveness as Vice Chair. Ms.
The 2021 Omnibus Incentive Plan is administered by our Board with respect to Awards to non-employee directors. 120 Table of Contents Adjustments.
The 2021 Omnibus Incentive Plan is administered by our Board with respect to Awards to non-employee directors. Adjustments.
Each of our directors holds office until he or she resigns or is removed from office in accordance with our Articles. Our board of directors has determined that eight Directors qualify as “independent” under the NYSE listing standards: John Ellis Bush, Ursula Burns, Frank Dangeard, Bashir El-Rufai, Nicholas Land, Maria Carolina Lacerda, Aniko Szigetvari and Phuthuma Nhleko. See Item 6.A.
Each of our directors holds office until he or she resigns or is removed from office in accordance with our Articles. 128 Table of Contents Our board of directors has determined that seven Directors qualify as “independent” under the NYSE listing standards: John Ellis Bush, Ursula Burns, Bashir El-Rufai, Nicholas Land, Maria Carolina Lacerda, Aniko Szigetvari and Phuthuma Nhleko.
For eight years she managed IFC’s TMT business, first as the Head of the Africa and Latin America TMT businesses, then including four years as Global Head of the TMT group from 2015 to 2019, leading investment and portfolio activities across all emerging markets. Prior to joining IFC, Ms.
For eight years she managed IFC’s TMT business, first as the Head of the Africa and Latin America TMT businesses, then including four years as Global Head of the TMT group from 2015 to 2019, leading investment and portfolio activities across all emerging markets. Prior to joining IFC, Ms. Szigetvari held roles at DHL, Kraft Foods and McKinsey & Company.
Darwish has over 25 years’ experience in the telecommunications industry. Before founding the Group in 2001, he worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. In addition, Mr.
Before founding the Group in 2001, he worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. In addition, Mr.
In addition, our directors may appoint any person to be a director and assign such director to a class either as a result of a casual vacancy or as an additional director.
In addition, our directors may appoint any person to be a director as a result of a casual vacancy or as an additional director.
All shares reserved for issuance under the 2021 Omnibus Incentive Plan may be used for incentive stock options. As of December 31, 2024, there are subsisting conditional rights under the 2021 Omnibus Incentive Plan over up to 9,214,904 ordinary shares. Types of Awards.
All shares reserved for issuance under the 2021 Omnibus Incentive Plan may be used for incentive stock options. As of December 31, 2025, there are subsisting conditional rights under the 2021 Omnibus Incentive Plan over up to 18,528,898 ordinary shares. Types of Awards.
The remuneration committee assists the board in determining CEO remuneration and is responsible for, among other things: ● identifying, reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these objectives and goals and, based upon that evaluation, setting the Chief Executive Officer’s compensation; ● reviewing and setting or making recommendations to the Board regarding compensation for our other executive officers; ● reviewing and setting or making recommendations to the Board regarding director compensation; and ● overseeing and administering our incentive compensation and equity incentive plans. 123 Table of Contents Nominations and Corporate Governance Committee The nominations and corporate governance committee consists of John Ellis Bush, Ursula Burns and Nicholas Land.
The remuneration committee assists the board in determining CEO remuneration and is responsible for, among other things: ● identifying, reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these objectives and goals and, based upon that evaluation, setting the Chief Executive Officer’s compensation; ● reviewing and setting or making recommendations to the Board regarding compensation for our other executive officers; ● reviewing and setting or making recommendations to the Board regarding director compensation; and ● overseeing and administering our incentive compensation and equity incentive plans.
Total amount of compensation paid and benefits in kind provided to our executive officers and members of our board for the year ended December 31, 2024 was $24,636,500. The company maintains a variety of retention schemes which can include deferred compensation subject to certain criteria being met in the future.
Total amount of compensation paid and 126 Table of Contents benefits in kind provided to our executive officers and members of our board for the year ended December 31, 2025 was $26,755,974. The company maintains a variety of retention schemes which can include deferred compensation subject to certain criteria being met in the future.
FIAR (“ Wendel ”) maintains the minimum beneficial ownership requirement to make such a designation for nomination under the shareholders’ agreement, and our current board member, Frank Dangeard, was initially appointed to our board pursuant to such designation right by Wendel. Our Articles also contain certain director nomination rights, subject to certain thresholds and other requirements contained therein. B.
FIAR (“ Wendel ”) maintains the minimum beneficial ownership requirement to make such a designation for nomination under the shareholders’ agreement. Our Articles also contain certain director nomination rights, subject to certain thresholds and other requirements contained therein. B.
Lacerda has served as an independent member of the board of directors of BB Seguridade RI since April 2023, of PagBank PagSeguro since January 2023, of Rumo S.A. since May 2021, of Hypera Pharma since October 2016 and of Vivara Participacoes S.A. since April 2024. Ms.
Lacerda has served as an independent member of the board of directors of BB Seguridade RI since April 2023, of PagBank PagSeguro since January 2023, and of Vivara Participacoes S.A. since 125 Table of Contents April 2024. Ms.
Szigetvari held roles at DHL, Kraft Foods and McKinsey & Company. 119 Table of Contents Appointment Rights Pursuant to our shareholders’ agreement with certain of our shareholders, certain of our shareholders were given rights to designate directors for nomination by our board of directors from time to time, based on a minimum shareholding level. Currently, Oranje-Nassau Développement S.C.A.
Appointment Rights Pursuant to our shareholders’ agreement with certain of our shareholders, certain of our shareholders were given rights to designate directors for nomination by our board of directors from time to time, based on a minimum shareholding level. Currently, Oranje-Nassau D é veloppement S.C.A.
El-Rufai also serves on the boards of a number of our subsidiaries. Prior to joining IHS Nigeria, Mr. El-Rufai served as Training and Development Officer and later Assistant Production Manager at Kano State Oil & Allied Product Limited from 1977 to 1979, before joining Nigerian Cereals Processing Company Ltd as Group Marketing Manager from 1981 to 1983.
El-Rufai served as Training and Development Officer and later Assistant Production Manager at Kano State Oil & Allied Product Limited from 1977 to 1979, before joining Nigerian Cereals Processing Company Ltd as Group Marketing Manager from 1981 to 1983.
Frank Dangeard and Phuthuma Nhleko, our current Class I Directors, John Ellis Bush, Bashir El-Rufai and Nicholas Land, our current Class II Directors, and Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari, our current Class III Directors, each have a current term that expires at our 2025 AGM.
Phuthuma Nhleko, our current Class I Director, John Ellis Bush, Bashir El-Rufai and Nicholas Land, our current Class II Directors, and Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari, our current Class III Directors, each have a current term that expires at our 2026 AGM, following which the board of directors shall no longer be classified.
Shareholders and other interested parties may communicate directly with the full board of directors by sending a written communication in an envelope addressed to: Board of Directors, c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Shareholders and other interested parties may communicate directly with the full board of directors by sending a written communication in an envelope addressed to: Board of Directors, c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. 131 Table of Contents Corporate Governance Guidelines Our Board of Directors has adopted corporate governance guidelines (the “ Corporate Governance Guidelines ”) that serve as a flexible framework within which our Board of Directors and its committees operate.
Howden previously served as Senior Vice President and Deputy Chief Financial Officer from June 2019 until March 2022. Since joining the Group in January 2013, Mr. Howden has also served as Group Head of M&A as well as a variety of other senior finance positions. Prior to joining IHS Towers, Mr.
Stephen (Steve) Howden has served as Executive Vice President and Chief Financial Officer of IHS Towers since April 2022. Mr. Howden previously served as Senior Vice President and Deputy Chief Financial Officer from June 2019 until March 2022. Since joining the Group in January 2013, Mr.
Land also serves as a non-executive director of Thames Water Utilities Holdings Ltd. from June 2024 and of Thames Water Utilities Finance plc from May 2024. Mr. Land has also been a member of the Board of Trustees of the Vodafone Group Foundation since 2008, serving as Chair from 2011.
Land has served as the Deputy Chair of Thames Water Utilities Ltd since 2017. Mr. Land also serves as a non-executive director of Thames Water Utilities Holdings Ltd. from June 2024 and of Thames Water Utilities Finance plc from May 2024. Mr.
However, this is issued at a country level and is not specific to us as a company. In addition, in Brazil (Latin America), all permanent employees are covered by the same Collective Agreement, as determined by local legislation. We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. E.
However, this is issued at a country level and is not specific to us as a company. In addition, in Brazil (Latin America), all permanent employees are covered by the same Collective Agreement, as determined by local legislation.
Ayotade Oyinlola has served as Executive Vice President and the Chief Human Resources Officer of IHS Towers since January 2023. Mr. Oyinlola previously served as Senior Vice President and Chief Human Resources Officer of IHS Towers from July 2015 until December 2022. Mr. Oyinlola brings over 20 years of human resources and telecommunications experience to the Group.
Oyinlola previously served as Senior Vice President and Chief Human Resources Officer of IHS Towers from July 2015 until December 2022. Mr. Oyinlola brings over 20 years of human resources and telecommunications experience to the Group. Prior to joining IHS Towers, Mr. Oyinlola served as Millicom Services UK Head of HR for Africa and Europe from 2013 to 2015.
Health, Safety, Security and Environmental Committee The health, safety, security and environmental committee consists of Phuthuma Nhleko, Maria Carolina Lacerda and Frank Dangeard. Phuthuma Nhleko serves as Chair of the committee.
Health, Safety, Security and Environmental Committee The health, safety, security and environmental committee consists of Phuthuma Nhleko, Bashir El-Rufai and Maria Carolina Lacerda.
Saad worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. Mr.
Saad worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. Mr. Saad also serves on the board of several private companies as well as the Lebanese-Nigerian Initiative, a non-profit organization.
Directors The following is a brief summary of the business experience of our directors. Ursula Burns joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in July 2020. Ms.
Tharoo has over 20 years of experience in corporate, compliance and regulatory matters as well as major transactions across Africa and the Middle East. Directors The following is a brief summary of the business experience of our directors. Ursula Burns joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in July 2020. Ms.
The table below sets out the number of employees, by geography, as of December 31, 2024: ​ ​ ​ ​ As of Geography ​ December 31, 2024 Nigeria ​ 1,361 Côte d’Ivoire 170 Cameroon 158 Zambia 143 Rwanda 84 Latin America 500 South Africa ​ 128 Other 320 Total 2,864 125 Table of Contents ​ ​ The table below sets out the number of employees, by category, as of December 31, 2024: ​ ​ ​ ​ As of Department ​ December 31, 2024 Finance 344 Technical 1,569 Information Technology 151 Commercial 100 Legal 94 Human resources 124 Executive 52 Other ​ 430 Total 2,864 ​ ​ As of December 31, 2024, we had engaged 426 temporary employees in various departments, including human resources, legal and technical, who performed various functions in support of legal, compliance, operational efficiency, property management and maintenance across our sites.
The table below sets out the number of employees, by geography, as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ Geography ​ Number Nigeria ​ 1,559 Côte d’Ivoire 158 Cameroon 145 Zambia 108 Latin America (discontinued operations) 418 South Africa ​ 123 Other 251 Total 2,762 ​ ​ The table below sets out the number of employees, by category, as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ Department ​ Number Technical 1,621 Finance 271 Information Technology 137 Human resources 101 Legal 88 Commercial 71 Executive 36 Other ​ 437 Total 2,762 ​ ​ As of December 31, 2025, we had engaged 410 temporary employees in various departments, including human resources, legal and technical, who performed various functions in support of legal, compliance, operational efficiency, property management and maintenance across our sites.
He has also been Chair of the Private Equity Reporting Group of the British Venture Capital Association since 2012. Mr.
Land has also been a member of the Board of Trustees of the Vodafone Group Foundation since 2008, serving as Chair from 2011. He has also been Chair of the Private Equity Reporting Group of the British Venture Capital Association since 2012. Mr.
In Cameroon, we have 45 unionized employees, representing approximately 28% of employees in Cameroon, while in Cote d'Ivoire, we have 50 unionized employees, representing approximately 29% of employees in Cote d'Ivoire. In both countries, we are subject to a National Collective Agreement of Trade.
In Cameroon, we have 48 unionized employees, representing approximately 33% of employees in Cameroon, while in Cote d'Ivoire, we have 48 unionized employees, representing approximately 30% of employees in Cote d'Ivoire, and in Zambia, we have 41 unionized employees, representing 38% of employees in Zambia. In each of these countries, we are subject to a National Collective Agreement of Trade.
Colby Synesael, our former Executive Vice President of Communications, resigned from the Company effective July 15, 2024. Executive Officers The following is a brief summary of the business experience of our executive officers. Sam Darwish is one of our co-founders, our Chairman and Group Chief Executive Officer. An engineer by education, Mr.
Executive Officers The following is a brief summary of the business experience of our executive officers. Sam Darwish is one of our co-founders, our Chairman and Group Chief Executive Officer. An engineer by education, Mr. Darwish has over 25 years’ experience in the telecommunications industry.
Lacerda previously served as an independent board member of China Three Gorges Brasil from June 2022 to December 2024, as a board member of Vibra Energia (formerly BR Distribuidora) between 2019 and 2022, and between 2012 and 2016 she served as a board member of ANBIMA (Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais), CNF (Confederação Nacional das Instituições Financeiras) and the Listing Chamber at BM&FBovespa in Brazil.
Between 2012 and 2016 she served as a board member of ANBIMA (Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais), CNF (Confederação Nacional das Instituições Financeiras) and the Listing Chamber at BM&FBovespa in Brazil. Nicholas Land joined the Board of Directors of IHS Holding Limited in August 2019 as a Non-Executive Independent Director. Mr.
Howden was a member of the Ernst & Young M&A department from 2006 to 2013 and in the Corporate Restructuring team at Ernst & Young and Andersen prior to that. Mr. Howden has approximately 18 years of finance and corporate finance experience. Mr. Howden is a qualified Chartered Accountant.
Howden has also served as Group Head of M&A as well as a variety of other senior finance positions. Prior to joining IHS Towers, Mr. Howden was a member of the Ernst & Young M&A department from 2006 to 2013 and in the Corporate Restructuring team at Ernst & Young and Andersen prior to that.
Our board has determined that Nicholas Land, Ursula Burns and Aniko Szigetvari each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act, and that the simultaneous service by Ursula Burns on the audit committees of three other public companies would not impair her ability to serve on the audit committee.
Our board has determined that Nicholas Land, Ursula Burns and Aniko Szigetvari each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with NYSE listing standards.
Mustafa Tharoo has served as Executive Vice President and Group General Counsel of IHS Towers since 2012. Before joining the Group, Mr. Tharoo was a Consultant at ADEPT Chambers in Tanzania from 2009 to 2011. Previously, Mr.
Oyinlola is a Chartered Fellow of the Chartered Institute of Personnel and Development in the United Kingdom, and a member of the Chartered Institute of Personnel Managers in Nigeria. Mustafa Tharoo has served as Executive Vice President and Group General Counsel of IHS Towers since 2012. Before joining the Group, Mr.
John Ellis Bush serves as Chair of the committee.
Nominations and Corporate Governance Committee The nominations and corporate governance committee consists of John Ellis Bush, Ursula Burns and Nicholas Land. John Ellis Bush serves as Chair of the committee.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” For information as to our equity incentive plans, see Item 6.B. “Director, Senior Management and Employees—Compensation—Share Incentive Plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. ​
“Director, Senior Management and Employees—Compensation—Share Incentive Plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. ​
Prior to joining IHS Towers, Mr. Oyinlola served as Millicom Services UK Head of HR for Africa and Europe from 2013 to 2015. He also served as Ericsson’s West Africa HR Director from 2011 to 2013 and Ericsson’s Sub-Sahara Africa Director for Learning and Development from 2009 to 2011. In addition, Mr.
He also served as Ericsson’s West Africa HR Director from 2011 to 2013 and Ericsson’s Sub-Sahara Africa Director for Learning and Development from 2009 to 2011. In addition, Mr. Oyinlola has previously held several senior positions at Shell Petroleum, Bristow Helicopters Atlasco Technologies and Resourcery Limited. Mr.
Tharoo served as a consultant at Ringo & Associates in Tanzania from 2003 to 2009 and a Partner at Anjarwalla & Khanna in Kenya from 2000 to 2003. Mr. Tharoo has over 20 years of experience in corporate, compliance and regulatory matters as well as major transactions across Africa and the Middle East.
Tharoo was a Consultant at ADEPT Chambers in Tanzania from 2009 to 2011. Previously, Mr. Tharoo served as a consultant at Ringo & Associates in Tanzania from 2003 to 2009 and a Partner at Anjarwalla & Khanna in Kenya from 2000 to 2003. Mr.
Bush served as Governor of Florida from 1999 to 2007 and as the Florida Secretary of Commerce from 1986 to 1988. Frank Dangeard joined the Board of Directors of IHS Holding Limited in September 2020 and since July 2023 has served as a Non-Executive Independent Director. Mr. Dangeard was Chairman & CEO of Thomson from September 2004 to February 2008.
Mr. Bush served as Governor of Florida from 1999 to 2007 and as the Florida Secretary of Commerce from 1986 to 1988. Mallam Bashir Ahmad El-Rufai joined the Board of Directors of IHS Holding Limited in June 2013. Mr. El-Rufai has also served on the boards of a number of our subsidiaries. Prior to joining IHS Nigeria, Mr.
Removed
Saad also serves on the board of several private companies as well as the Lebanese-Nigerian Initiative, a non-profit organization. 117 Table of Contents Stephen (Steve) Howden has served as Executive Vice President and Chief Financial Officer of IHS Towers since April 2022. Mr.
Added
Mr. 124 Table of Contents Howden has approximately 20 years of finance and corporate finance experience. Mr. Howden is a qualified Chartered Accountant. Ayotade Oyinlola has served as Executive Vice President and the Chief Human Resources Officer of IHS Towers since January 2023. Mr.
Removed
Oyinlola has previously held several senior positions at Shell Petroleum, Bristow Helicopters Atlasco Technologies and Resourcery Limited. Mr. Oyinlola is a Chartered Fellow of the Chartered Institute of Personnel and Development in the United Kingdom, and a member of the Chartered Institute of Personnel Managers in Nigeria.
Added
Lacerda previously served as an independent board member of Hypera Pharma from October 2016 to April 2025, Rumo S.A. from May 2021to November 2025, China Three Gorges Brasil from June 2022 to December 2024, and Vibra Energia (formerly BR Distribuidora) from 2019 to 2022.
Removed
Prior to that he was Deputy CEO of France Telecom from September 2002 to September 2004, Deputy CEO and Deputy Chairman of Thomson Multimedia from June 1997 to September 2002, and Managing Director of the investment bank SG Warburg & Co. Ltd from October 1988 to June 1997. Mr.
Added
We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. 132 Table of Contents E. Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” For information as to our equity incentive plans, see Item 6.B.
Removed
Dangeard currently serves as Chairman of the boards of Gen Digital (previously NortonLifelock), of NatWest Market plc and of NatWest Market N.V., and as a non-executive director of the NatWest Group and the Competition and Markets Authority. Mr.
Removed
Dangeard has previously served on the boards of RPX, Orange, Equant, Wanadoo, Eutelsat, SonaeCom, Arqiva and on the board of Telenor as Deputy Chairman and Acting Chairman.
Removed
He has been a member of the Advisory Boards of the Harvard Business School and of Ecole des Hautes Etudes Commerciales, and was a founding board member of Bruegel, the European think-tank. 118 Table of Contents Mallam Bashir Ahmad El-Rufai joined the Board of Directors of IHS Holding Limited in June 2013. Mr.
Removed
Nicholas Land joined the Board of Directors of IHS Holding Limited in August 2019 as a Non-Executive Independent Director. Mr. Land has served as the Deputy Chair of Thames Water Utilities Ltd since 2017. Mr.
Removed
In accordance with our Articles, the Class I Directors, Class II Directors and the Class III Directors appointed at the 2025 AGM shall be elected for a term that shall expire at the next succeeding annual general meeting, following which, the board of directors shall no longer be classified and our directors shall thereafter be elected annually.
Removed
The audit committee is governed by a charter that complies with NYSE listing standards.
Removed
Corporate Governance Guidelines Our Board of Directors has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that serve as a flexible framework within which our Board of Directors and its committees operate.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

29 edited+20 added−4 removed21 unchanged
(1) Based solely on a Schedule 13G filed with the SEC on February 14, 2022, MTN Group Limited, Mobile Telephone Networks Holdings Limited, MTN International (Pty) Limited, MTN International (Mauritius) Limited, MTN (Dubai) Limited, Mobile Telephone Networks (Netherlands) Cooperatieve U.A., and Mobile Telephone Networks (Netherlands) B.V. may be deemed to beneficially own and have shared voting power and shared dispositive power over 85,176,719 ordinary shares.
(a) Based solely on a Schedule 13G filed with the SEC on February 14, 2022, MTN Group Limited, Mobile Telephone Networks Holdings Limited, MTN International (Pty) Limited, MTN International (Mauritius) Limited, MTN (Dubai) Limited, Mobile Telephone Networks (Netherlands) Cooperatieve U.A., and Mobile Telephone Networks (Netherlands) B.V. may be deemed to beneficially own and have shared voting power and shared dispositive power over 85,176,719 ordinary shares.
FIAR, or OND, may be deemed to beneficially own and has shared voting and dispositive power over 62,975,396 ordinary shares. OND is managed by its general partner Wendel Luxembourg SA ( the “ General Partner ” ). A majority vote of directors is required for any action by the General Partner, and no single director has a veto right.
FIAR, or Wendel, may be deemed to beneficially own and has shared voting and dispositive power over 62,975,396 ordinary shares. Wendel is managed by its general partner Wendel Luxembourg SA ( the “ General Partner ” ). A majority vote of directors is required for any action by the General Partner, and no single director has a veto right.
(2) Based solely on a Schedule 13G/A filed with the SEC on February 13, 2023, and information known to the Company (a) Wendel SE may be deemed to beneficially own and has shared voting and dispositive power over 62,975,396 ordinary shares, and (b) Oranje-Nassau D é veloppement S.C.A.
(b) Based solely on a Schedule 13G/A filed with the SEC on February 13, 2023, and information known to the Company (a) Wendel SE may be deemed to beneficially own and has shared voting and dispositive power over 62,975,396 ordinary shares, and (b) Oranje-Nassau D é veloppement S.C.A.
Each of the General Partner and its boards of directors disclaims beneficial ownership of the shares of the Company held by OND. The address for OND is 5, rue Pierre d ’ Aspelt L1142 Luxembourg. The address for Wendel SE is 89, rue Taitbout, Paris, France, 75009.
Each of the General Partner and its boards of directors disclaims beneficial ownership of the shares of the Company held by Wendel. The address for Wendel is 5, rue Pierre d ’ Aspelt L1142 Luxembourg. The address for Wendel SE is 89, rue Taitbout, Paris, France, 75009.
We have entered into MLAs separately with each of the MTN Customers in our relevant countries of operation, that expire in December 2032 in Nigeria, March 2033 in Cameroon, April 2033 in Côte d’Ivoire, March 2034 in Zambia, April 2034 in Rwanda and April 2034 in South Africa.
We have entered into MLAs separately with each of the MTN Customers in our relevant countries of operation, that expire in December 2032 in Nigeria, March 2033 in Cameroon, April 2033 in Côte d’Ivoire, March 2034 in Zambia and April 2034 in South Africa.
Phuthuma Nhleko, one of our directors, serves as a trustee of the Capgro Trust. ​ Indemnification agreements We entered into indemnification agreements with our executive officers and directors.
Mr. Phuthuma Nhleko, one of our directors, serves as a trustee of the Capgro Trust. ​ Indemnification agreements We entered into indemnification agreements with our executive officers and directors.
Related Party Transactions The following is a description of related party transactions since January 1, 2024, other than equity and other compensation, termination, change in control and other arrangements with our key management personnel and close members of such individuals’ families, which are described under Item 6.D. “Directors, Senior Management and Employees – Compensation”.
Related Party Transactions The following is a description of related party transactions since January 1, 2025, other than equity and other compensation, termination, change in control and other arrangements with our key management personnel and close members of such individuals’ families, which are described under Item 6.D. “Directors, Senior Management and Employees – Compensation”.
(3) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, Korea Investment Corporation may be deemed to beneficially own and has sole voting power and dispositive power over 21,666,802 ordinary shares. Korea Investment Corporation is a statutory juridical corporation established under the Korea Investment Corporation Act of the Republic of Korea.
(c) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, Korea Investment Corporation may be deemed to beneficially own and has sole voting power and dispositive power over 21,666,802 ordinary shares. Korea Investment Corporation is a statutory juridical corporation established under the Korea Investment Corporation Act of the Republic of Korea.
To our knowledge, other than as provided in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2022.
To our knowledge, other than as provided in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2023.
Additionally, in the event such a shelf registration statement is effective, upon the request of (i) one or more Holders representing, individually or in the aggregate, at least 5% of the Registrable Securities or (ii) any Holder to the extent requested beginning October 13, 2023, we shall be required to undertake an underwritten takedown offering.
Additionally, in the event such a shelf registration statement is effective, upon the request of (i) one or 136 Table of Contents more Holders representing, individually or in the aggregate, at least 5% of the Registrable Securities or (ii) any Holder to the extent requested beginning October 13, 2023, we shall be required to undertake an underwritten takedown offering.
“Major Shareholders and Related Party Transactions—Related Party Transactions.” ​ ​ 127 Table of Contents ​ ​ ​ ​ ​ ​ ​ Name of beneficial owner Number % ​ 5% or Greater Shareholders ​ ​ ​ ​ ​ Mobile Telephone Networks (Netherlands) B.V.
“Major Shareholders and Related Party Transactions—Related Party Transactions.” ​ ​ 133 Table of Contents ​ ​ ​ ​ ​ ​ Name of beneficial owner ​ ​ ​ Number ​ ​ ​ % 5% or Greater Shareholders ​ ​ ​ ​ Mobile Telephone Networks (Netherlands) B.V.
( “ Warrington ” ) may be deemed to beneficially own and have shared voting and dispositive power over 18,055,054 ordinary shares. GIC SI is 128 Table of Contents wholly owned by GIC PL and is the private equity investment arm of GIC PL.
( “ Warrington ” ) may be deemed to beneficially own and have shared voting and dispositive power over 18,055,054 ordinary shares. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
The completion of this transaction satisfies one of the conditions set by the Competition Commission of South Africa, to achieve and maintain certain B-BBEE contributor levels. Capgro Trust, a family trust for the Phuthuma Nhleko family, is the sole shareholder of K2022644716 (South Africa) Proprietary Limited, which holds a 45% stake in SATH. Mr.
The transaction completed in January 2025. The completion of this transaction satisfies one of the conditions set by the Competition Commission of South Africa, to achieve and maintain certain B-BBEE contributor levels. ​ Capgro Trust, a family trust for the Phuthuma Nhleko family, is the sole shareholder of K2022644716 (South Africa) Proprietary Limited, which holds a 45% stake in SATH.
Ordinary shares that a person has the right to acquire within 60 days of February 14, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group.
Ordinary shares that a person has the right to acquire within 60 days of February 28, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of February 14, 2024 through the exercise of any option, warrant or other right.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of February 28, 2026 through the exercise of any option, warrant or other right.
Relationship with MTN Group One of our shareholders, MTN Group, is a related party of the MTN Customers.
Relationship and Transactions with MTN Group and Wendel One of our shareholders, MTN Group, is a related party of the MTN Customers.
Consent Rights For so long as the Locked-up Shareholders beneficially own, directly or indirectly, in aggregate, 20% or more of our issued shares, the approval of a resolution passed by a simple majority of the votes cast by the holders of our ordinary shares at a duly convened general assembly (and including the votes of Locked-up Shareholders collectively holding at least 20% or more our issued shares) is required for us to take certain actions, including: (a) entry into or material revisions of certain equity compensation plans; (b) the issuance of shares, or securities convertible into or exchangeable for shares, above certain thresholds; and (c) the issuance of shares, or securities convertible into or exchangeable for shares, to directors, officers and the beneficial owners of more than 5% of our shares above certain thresholds. 129 Table of Contents Shareholder Meetings Any two or more Locked-up Shareholders together holding at least 25% in aggregate of our issued shares are entitled to request additional business be included in the agenda for any general meeting.
Consent Rights For so long as the Locked-up Shareholders beneficially own, directly or indirectly, in aggregate, 20% or more of our issued shares, the approval of a resolution passed by a simple majority of the votes cast by the holders of our ordinary shares at a duly convened general assembly (and including the votes of Locked-up Shareholders collectively holding at least 20% or more our issued shares) is required for us to take certain actions, including: (a) entry into or material revisions of certain equity compensation plans; (b) the issuance of shares, or securities convertible into or exchangeable for shares, above certain thresholds; and (c) the issuance of shares, or securities convertible into or exchangeable for shares, to directors, officers and the beneficial owners of more than 5% of our shares above certain thresholds.
Our Articles provide for us to indemnify our directors and officers from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s dishonesty, willful default or fraud. See Item 6.B. “Director, Senior Management and Employees—Compensation — Indemnification” for a description of these indemnification agreements.
Our Articles provide for us to indemnify our directors and officers from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s dishonesty, willful default or fraud. See Item 6.B.
“ Unblocked ” refers to actions taken by us with respect to shares such that our registrar will no longer prevent such Shares from being registered on the public trading system.
“ Post Greenshoe Shares ” refers to a number equal to the sum of all of the Locked-up Shareholder’s Post Greenshoe Shares held by all Locked-up Shareholders. “ Unblocked ” refers to actions taken by us with respect to shares such that our registrar will no longer prevent such Shares from being registered on the public trading system.
Box 506528, Dubai, United Arab Emirates. As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. To our knowledge, as of February 28, 2025, we had 158, 767, 654 ordinary shares held by six US resident shareholders of record.
As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. To our knowledge, as of February 28, 2026, we had 174,159,437 ordinary shares held by three US resident shareholders of record.
(5) Indicates ownership as of July 15, 2024, the effective date of Mr. Synesael ’ s resignation from the Company. (6) Includes 1,047,404 ordinary shares owned by African Tower Investment Limited over which Mr. El-Rufai has beneficial ownership. The address for Mr. El-Rufai is c/o IHS GCC Limited, Unit 802, Level 8, The Exchange, Dubai International Financial Centre, P.O.
(f) Includes 1,047,404 ordinary shares owned by African Tower Investment Limited over which Mr. El-Rufai has beneficial ownership. The address for Mr. El-Rufai is c/o IHS GCC Limited, Unit 802, Level 8, The Exchange, Dubai International Financial Centre, P.O. Box 506528, Dubai, United Arab Emirates.
(1) ​ 85,176,719 ​ 25.5 % Entities affiliated with Wendel (2) ​ 62,975,396 ​ 18.9 % Korea Investment Corporation (3) ​ 21,666,802 ​ 6.5 % Warrington Investment Pte Ltd (4) ​ 18,055,054 ​ 5.4 % Executive Officers and Directors ​ ​ ​ ​ ​ Sam Darwish ​ 12,921,750 ​ 3.9 % Mohamad Darwish ​ 1,922,002 ​ * ​ William Saad ​ 3,740,602 ​ 1.1 % Steve Howden ​ 400,091 ​ * ​ Ayotade Oyinlola ​ 290,090 ​ * ​ Colby Synesael (5) ​ 195,347 ​ * ​ Mustafa Tharoo ​ 640,051 ​ * ​ Ursula Burns ​ 37,112 ​ * ​ John Ellis Bush ​ 118,556 ​ * ​ Frank Dangeard ​ - ​ * ​ Bashir El-Rufai (6) ​ 1,084,516 ​ * ​ Maria Carolina Lacerda ​ 37,112 ​ * ​ Nicholas Land ​ 37,112 ​ * ​ Phuthuma Nhleko ​ 37,112 ​ * ​ Aniko Szigetvari ​ 37,112 ​ * ​ All executive officers and board members as a group (15 persons) ​ 21,498,565 ​ 6.4 % ​ * Indicates beneficial ownership of less than 1% of the total issued and outstanding ordinary shares.
(a) ​ 85,176,719 ​ 25.4% Entities affiliated with Wendel (b) ​ 62,975,396 ​ 18.8% Korea Investment Corporation (c) ​ 21,666,802 ​ 6.5% International Finance Corporation (d) ​ 19,158,270 ​ 5.7% Warrington Investment Pte Ltd (e) ​ 18,055,054 ​ 5.4% Executive Officers and Directors ​ ​ ​ ​ Sam Darwish ​ 13,841,425 ​ 4.1% Mohamad Darwish ​ 2,076,427 ​ * William Saad ​ 3,935,679 ​ 1.2% Steve Howden ​ 488,206 ​ * Ayotade Oyinlola ​ 429,807 ​ * Mustafa Tharoo ​ 815,399 ​ * Ursula Burns ​ 37,112 ​ * John Ellis Bush ​ 118,556 ​ * Bashir El-Rufai (f) ​ 1,084,516 ​ * Maria Carolina Lacerda ​ 37,112 ​ * Nicholas Land ​ 37,112 ​ * Phuthuma Nhleko ​ 37,112 ​ * Aniko Szigetvari ​ 37,112 ​ * All executive officers and board members as a group (13 persons) ​ 22,975,675 ​ 6.8% ​ * Indicates beneficial ownership of less than 1% of the total issued and outstanding ordinary shares.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our ordinary shares as of February 14, 2025 by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. 126 Table of Contents The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our ordinary shares as of February 28, 2026 by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group.
Director Designation Our shareholders party to the Shareholders’ Agreement (and any person who received Subject Shares transferred in compliance with the Shareholders’ Agreement and was thereafter required to comply with the sell-down arrangements contained in the Shareholders’ Agreement) are collectively referred to as the Locked-up Shareholders.
The Shareholders’ Agreement provides certain rights to our shareholders party to it, including rights to designate directors for nomination by our board of directors, request matters to be added to the agenda for shareholder meetings and approval rights with respect to certain proposed actions of the Company. 135 Table of Contents Director Designation Our shareholders party to the Shareholders’ Agreement (and any person who received Subject Shares transferred in compliance with the Shareholders’ Agreement and was thereafter required to comply with the sell-down arrangements contained in the Shareholders’ Agreement) are collectively referred to as the Locked-up Shareholders.
The address for Korea Investment Corporation is 17F-18F State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 04631, South Korea. (4) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, each of GIC Private Limited ( “ GIC PL ” ), GIC Special Investments Private Limited ( “ GIC SI ” ) and Warrington Investment Pte Ltd.
The address for International Finance Corporation is 2121 Pennsylvania Avenue, NW, Washington, District of Columbia 20433, United States. (e) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, each of GIC Private Limited ( “ GIC PL ” ), GIC Special Investments Private Limited ( “ GIC SI ” ) and Warrington Investment Pte Ltd.
Related party transaction policy Our board of directors has adopted a written related party transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers related party transactions that may be required to be reported under the disclosure rules applicable to us. C.
“ Director, Senior Management and Employees—Compensation — Indemnification” for a description of these indemnification agreements. Related party transaction policy Our board of directors has adopted a written related party transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions.
Under the sub-lease agreement, the Group paid rent and utilities for the year ended December 31, 2024 amounting to $134,631 and was refunded the deposit previous paid of $195,298. ​ K2022644716 (South Africa) Proprietary Limited ​ In December 2024, the Group received clearance from the Competition Commission of South Africa for the subscription of 30% of the shares in IHS South Africa Holding Proprietary Limited by SA Tower Holdings Pty Limited (“ SATH ”), a consortium of B-BBEE parties, and the transaction completed in January 2025.
Total fees incurred by the Group for services provided by Teneo Strategy for the year ended December 31, 2025, were $496,667, and the amount due to Teneo Strategy at December 31, 2025 was $181,667. ​ K2022644716 (South Africa) Proprietary Limited ​ In December 2024, the Group received clearance from the Competition Commission of South Africa for the subscription of 30% of the shares in its subsidiary, IHS South Africa, by SA Tower Holdings Proprietary Limited (“SATH”), a consortium of B-BBEE parties.
In addition to the MLAs, we also enter into SLAs from time to time with the MTN Customers.
In addition to the MLAs, we also enter into SLAs from time to time with the MTN Customers. The MTN Customers accounted for 53%, 5%, 5%, 1%, and 6% of our revenue for the year ended December 31, 2025, respectively.
Ursula Burns, one of our directors, is the Chairwoman of the Board of Teneo Worldwide, LLC. The total fees paid to Teneo for the year ended December 31, 2024 were $2,309,009. ​ Sublease of Office Space During the year ended December 31, 2023, we entered into an agreement to sub-lease office space from a subsidiary company of Wendel Group.
Information on the Company—History and Development of the Company—Recent Developments." Teneo During the year ended December 31, 2023, the Group entered into an arm’s length agreement for the provision of consulting services from Teneo Strategy LLC (“Teneo Strategy”). Ms. Ursula Burns, one of our directors, is the Chairwoman of the Board of Teneo Worldwide, LLC.
Removed
The Shareholders’ Agreement provides certain rights to our shareholders party to it, including rights to designate directors for nomination by our board of directors, request matters to be added to the agenda for shareholder meetings and approval rights with respect to certain proposed actions of the Company.
Added
The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Removed
As used in this section: “ Management Shareholders ” refers to certain members of management. “ Post Greenshoe Shares ” refers to a number equal to the sum of all of the Locked-up Shareholder’s Post Greenshoe Shares held by all Locked-up Shareholders.
Added
The address for Korea Investment Corporation is 17F-18F State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 04631, South Korea.
Removed
The MTN Customers accounted for 46%, 4%, 4%, 1%, 2% and 5% of our revenue for the year ended December 31, 2024, respectively. ​ 130 Table of Contents Teneo During the year ended December 31, 2023, we entered into an arm’s length agreement for the provision of consulting services from Teneo. Ms.
Added
(d) Based solely on a Schedule 13G filed with the SEC on February 17, 2026, International Finance Corporation (" IFC ") may be deemed to beneficially own 19,158,270 ordinary shares, representing 5.7% of the ordinary shares issued and outstanding (based on 335,521,222 shares issued and outstanding as of May 8, 2025).
Removed
The sub-lease agreement was terminated on May 31, 2024.
Added
IFC, acting through IFC Asset Management Company, its equity mobilization department, possesses management power and dispositive control over 134 Table of Contents IFC Global Infrastructure Fund, LP, an English limited partnership (" GIF Fund "). GIF Fund holds 7,496,287 ordinary shares, while IFC directly holds 11,661,983 ordinary shares.
Added
IFC has sole voting power and sole dispositive power over 11,661,983 ordinary shares, and shared voting power and shared dispositive power over 19,158,270 ordinary shares. IFC is an international organization established by Articles of Agreement among its member countries, including the United States.
Added
The address for International Finance Corporation is 2121 Pennsylvania Avenue, NW, Washington, District of Columbia 20433, United States.
Added
Based solely on a Schedule 13G filed with the SEC on February 17, 2026, International Finance Corporation (" IFC ") may be deemed to beneficially own 19,158,270 ordinary shares, representing 5.7% of the ordinary shares issued and outstanding (based on 335,521,222 shares issued and outstanding as of May 8, 2025).
Added
IFC, acting through IFC Asset Management Company, its equity mobilization department, possesses management power and dispositive control over IFC Global Infrastructure Fund, LP, an English limited partnership (" GIF Fund "). GIF Fund holds 7,496,287 ordinary shares, while IFC directly holds 11,661,983 ordinary shares.
Added
IFC has sole voting power and sole dispositive power over 11,661,983 ordinary shares, and shared voting power and shared dispositive power over 19,158,270 ordinary shares. IFC is an international organization established by Articles of Agreement among its member countries, including the United States.
Added
Shareholder Meetings Any two or more Locked-up Shareholders together holding at least 25% in aggregate of our issued shares are entitled to request additional business be included in the agenda for any general meeting. As used in this section: “ Management Shareholders ” refers to certain members of management.
Added
Agreement and Plan of Merger and Support Agreement with MTN Group Limited and Support Agreement with Wendel ​ As described elsewhere in this Annual Report, MTN Group, through its subsidiary Mobile Telephone Networks (Netherlands) B.V. ("Holdings"), is one of our significant shareholders, beneficially owning 85,176,719 ordinary shares, representing approximately 25.4% of our outstanding ordinary shares.
Added
MTN Group is also a related party of certain MTN operating entities that are our customers in the African countries in which we currently operate, including MTN Nigeria, MTN Côte d'Ivoire, MTN Cameroon, MTN Zambia and MTN South Africa. ​ Wendel is also one of our significant shareholders, as described above, and beneficially owns 62,975,396 ordinary shares, representing approximately 18.8% of our outstanding ordinary shares. ​ On February 17, 2026, the Company entered into an agreement and plan of merger (the " Merger Agreement ") with MTN Group Limited (" MTN "), Holdings, and Sub-Merger Co, a wholly owned subsidiary of Holdings (" Merger Sub ").
Added
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands, Merger Sub will merge with and into the Company (the " Merger "), with the Company being the surviving company in the Merger.
Added
At the effective time of the Merger, each ordinary share issued and outstanding immediately prior to the effective time (other than certain excluded shares as specified in the Merger Agreement) will be cancelled and cease to exist in exchange for the right to receive $8.50 in cash per ordinary share, without interest thereon.
Added
The Per Share Merger Consideration is expected to be financed with cash and debt facilities of MTN and its affiliates and with cash of the Company and its subsidiaries.
Added
If the Merger is consummated, the ordinary shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, and the Company will become a privately held company. ​ The Board unanimously approved the entry into and the performance of the Merger Agreement, the Plan of Merger, and the Merger and the transactions contemplated thereby and recommended that the Company's shareholders vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Merger and the transactions contemplated thereby at a general meeting of shareholders.
Added
The completion of the Merger is subject to certain closing conditions, including, among others, the approval of the Merger Agreement by the affirmative vote of the holders of at least two-thirds of the voting power of ordinary shares entitled to vote and actually voting at the shareholders meeting, the receipt of requisite regulatory approvals, and the satisfaction of certain cash and debt conditions. ​ In connection with the Merger Agreement, on February 17, 2026, MTN and Holdings entered into a voting and support agreement with the Company (the " Parent Support Agreement ") with respect to 85,176,719 ordinary shares beneficially owned by Holdings.
Added
In addition, MTN and Wendel entered into a voting and support agreement with the Company (the " Wendel Support Agreement ") with respect to 62,975,396 ordinary shares beneficially owned by Wendel.
Added
Pursuant to the MTN Support Agreement and the Wendel Support Agreement, Holdings and Wendel have agreed, among other things, to vote their respective ordinary shares in favor of the Merger Agreement, the Plan of Merger, the Merger and the transactions contemplated thereby. ​ 137 Table of Contents For a more detailed description of the Merger Agreement and the transactions contemplated thereby, see Item 4.
Added
This policy covers related party transactions that may be required to be reported under the disclosure rules applicable to us. C. Interests of Experts and Counsel Not applicable.

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