20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)         ☐  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-40876

IHS Holding Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

(Address of principal executive offices)

Sam Darwish

Chief Executive Officer

Telephone: +44 20 8106 1600

IHS Holding Limited

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.30 per share	IHS	The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report 327,820,418 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐  Large accelerated filer ☐  Accelerated filer ☒  Non-accelerated filer ☐  Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐  U.S. GAAP   ☒  International Financial Reporting Standards as issued by the International Accounting Standards Board   ☐  Other  

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.   Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

CONTENTS

	Page
ABOUT THIS ANNUAL REPORT	1
MARKET AND INDUSTRY DATA	1
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	3
CERTAIN DEFINED TERMS	4
PART I	8
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	8
ITEM 3. KEY INFORMATION	8
A. [Reserved.]	8
B. Capitalization and Indebtedness	8
C. Reasons for the Offer and Use of Proceeds	8
D. Risk Factors	8
ITEM 4. INFORMATION ON THE COMPANY.	53
A. History and Development of the Company	53
B. Business Overview	53
C. Organizational Structure	78
D. Property, Plant and Equipment	78
ITEM 4A. UNRESOLVED STAFF COMMENTS	79
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	79
A. Operating Results	79
B. Liquidity and Capital Resources	99
C. Research and Development, Patents and Licenses, etc.	106
D. Trend Information	106
E. Critical Accounting Estimates	106
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	109
A. Directors and Senior Management	109
B. Compensation	112
C. Board Practices	115
D. Employees	117
E. Share Ownership	118
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	118
A. Major Shareholders	118
B. Related Party Transactions	120
C. Interests of Experts and Counsel	125
ITEM 8. FINANCIAL INFORMATION	125
A. Consolidated Statements and Other Financial Information	125
B. Significant Changes	125
ITEM 9. THE OFFER AND LISTING	125
A. Offer and Listing Details	125
B. Plan of Distribution	126
C. Markets	126
D. Selling Shareholders	126
E. Dilution	126
F. Expenses of the Issue	126
ITEM 10. ADDITIONAL INFORMATION	126
A. Share Capital	126
B. Memorandum and Articles of Association	126
C. Material Contracts	126
D. Exchange Controls	127
E. Taxation	127
F. Dividends and Paying Agents	133
G. Statement by Experts	133
H. Documents on Display	133
I. Subsidiary Information	134

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	134
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	135
A. Debt Securities	135
B. Warrants and Rights	135
C. Other Securities	135
D. American Depositary Shares	135
PART II	136
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	136
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	136
ITEM 15. CONTROLS AND PROCEDURES	136
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	138
ITEM 16B. CODE OF ETHICS	138
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES	138
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	139
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	139
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	139
ITEM 16G. CORPORATE GOVERNANCE	139
ITEM 16H. MINE SAFETY DISCLOSURE	139
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	140
PART III	140
ITEM 17. FINANCIAL STATEMENTS	140
ITEM 18. FINANCIAL STATEMENTS	140
ITEM 19. EXHIBITS	140
SIGNATURES	143
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

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ABOUT THIS ANNUAL REPORT

Except where the context otherwise requires or where otherwise indicated in this Annual Report, the terms “IHS Towers,” the “Company,” “the Group,” “we,” “us,” “our,” “our company” and “our business” refer to IHS Holding Limited, together with its consolidated subsidiaries as a consolidated entity.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data and forecasts in this Annual Report from our own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties, including Euromonitor International Limited. Certain industry, market and competitive position data and information referred to in this Annual Report is based on third-party data provided by Analysys Mason Limited, or Analysys Mason, commissioned between May 15, 2021 and May 27, 2021 for use in this Annual Report. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates, as there is no assurance that any of them will be reached. Our and Analysys Mason’s data is derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our and Analysys Mason’s internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. Analysys Mason’s third party data is also prepared on the basis of information provided and views expressed by mobile operators, tower operators and other parties (including certain views expressed and information provided or published by individual operators, service providers, regulatory bodies, industry analysts and other third party sources of data). Although Analysys Mason has obtained such information from sources it believes to be reliable, neither we nor Analysys Mason have verified such information. You are cautioned not to give undue weight to these estimates and assumptions.

In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market related analyses and estimates, requiring us to rely on our own internally developed estimates regarding the industry in which we operate, our position in the industry, our market share and the market shares of various industry participants based on our experience, our own investigation of market conditions and our review of industry publications, including information made available to the public by our competitors. While we believe our internal estimates to be reasonable, these estimates have not been verified by any independent sources and you are cautioned not to give undue weight to these estimates.

Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources and from our and Analysys Mason’s estimates are subject to the same qualifications and uncertainties as the other forward-looking statements in this Annual Report and as described under “Cautionary Statement Regarding Forward-Looking Statements.” These forecasts and other forward-looking information, are subject to uncertainty and risk due to a variety of factors, including those described under Item 3.D. “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

In addition, our and Analysys Mason’s estimates involve risks and uncertainties and are subject to change based on various factors. See Item 3.D. “Risk Factors” and Item 4.B. “Information on the Company—Business Overview” for further discussion.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We have proprietary rights to trademarks used in this Annual Report that are important to our business, many of which are registered under applicable intellectual property laws.

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this Annual Report are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This Annual Report contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this Annual Report are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

Use of Non-IFRS financial measures

Certain parts of this Annual Report contain non-IFRS financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin. The non-IFRS financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies.

We define Adjusted EBITDA as profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites, reversal of provision for decommissioning costs, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, listing costs and certain other items that management believes are not indicative of the core performance of our business. The most directly comparable IFRS measure to Adjusted EBITDA is our profit/(loss) for the period.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the applicable period, expressed as a percentage.

We believe that Adjusted EBITDA is an indicator of the operating performance of our core business. We believe Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items which have less bearing on our core operating performance. We believe that utilizing Adjusted EBITDA and Adjusted EBITDA Margin allows for a more meaningful comparison of operating fundamentals between companies within our industry by eliminating the impact of capital structure and taxation differences between the companies.

Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an Adjusted EBITDA-related performance measure when reporting their results.

Adjusted EBITDA and Adjusted EBITDA Margin are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing Adjusted EBITDA and Adjusted EBITDA Margin as reported by us to Adjusted EBITDA and Adjusted EBITDA Margin as reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin are unaudited and have not been prepared in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance under IFRS and you should not consider Adjusted EBITDA or Adjusted EBITDA Margin as an alternative to profit/(loss) for the period or other financial measures determined in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations are:

● they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

● although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements that would be required for such replacements;

● some of the items we eliminate in calculating Adjusted EBITDA and Adjusted EBITDA Margin reflect cash payments that have less bearing on our core operating performance, but that impact our operating results for the applicable period; and

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● the fact that other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, which limits their usefulness as comparative measures.

Accordingly, investors should not place undue reliance on Adjusted EBITDA or Adjusted EBITDA Margin.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

● non-performance under or termination, non-renewal or material modification of our customer agreements;

● volatility in terms of timing for settlement of invoices or our inability to collect amounts due under invoices;

● a reduction in the creditworthiness and financial strength of our customers;

● the business, legal and political risks in the countries in which we operate;

● general macroeconomic conditions in the countries in which we operate;

● changes to existing or new tax laws, rates or fees;

● foreign exchange risks and/or ability to access U.S. Dollars in our markets;

● regional or global health pandemics, including COVID 19, and geopolitical conflicts and wars, including the current situation between Russia and Ukraine;

● our inability to successfully execute our business strategy and operating plans, including our ability to increase the number of Colocations and Lease Amendments on our Towers and construct New Sites or develop business related to adjacent telecommunications verticals (including, for example, relating to our anticipated fiber businesses in Latin America and elsewhere);

● reliance on third-party contractors, including failure or underperformance;

● increases in operating expenses, including increased costs for diesel;

● failure to renew or extend our ground leases, or protect our rights to access and operate our Towers or other telecommunications infrastructure assets;

● loss of customers;

● changes to the network deployment plans of mobile operators in the countries in which we operate;

● a reduction in demand for our services;

● the introduction of new technology reducing the need for tower infrastructure and/or adjacent telecommunication verticals;

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● an increase in competition in the telecommunications tower infrastructure industry and/or adjacent telecommunication verticals;

● our failure to integrate recent or future acquisitions;

● reliance on our senior management team and/or key employees;

● failure to obtain required approvals and licenses for some of our sites or businesses or comply with applicable regulations;

● environmental liability;

● inadequate insurance coverage, property loss and unforeseen business interruption;

● violations of anti-bribery, anti-corruption and/or money laundering laws, sanctions and regulations;

● fluctuations in global prices for diesel or other materials;

● disruptions in our supply of diesel or other materials;

● legal and arbitration proceedings;

● reliance on shareholder support (including to invest in growth opportunities) and related party transaction risks;

● risks related to the markets in which we operate;

● injury, illness or death of employees, contractors or third parties arising from health and safety incidents;

● loss or damage of assets due to security issues or civil commotion;

● loss or damage resulting from attacks on any information technology system or software;

● loss or damage of assets due to extreme weather events whether or not due to climate change;

● failure to meet the requirements of accurate and timely financial reporting and/or meet the standards of internal control over financial reporting that support a clean certification under the Sarbanes Oxley Act;

● risks related to our status as a foreign private issuer; and

● the important factors discussed in the section titled “Risk Factors” in this Annual Report.

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

CERTAIN DEFINED TERMS

Unless the context provides otherwise, references herein to:

● “2025 Notes” refers to our $510 million 7.125% Senior Notes due 2025, which were fully repaid in November 2021.

● “2026 Notes” refers to our $500 million 5.625% Senior Notes due 2026.

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● “2027 Notes” refers to our $940 million 8.0% Senior Notes due 2027.

● “2028 Notes” refers to our $500 million 6.250% Senior Notes due 2028.

● “9mobile” refers to Emerging Markets Telecommunication Services Limited, which was previously known as Etisalat Nigeria.

● “Airtel Nigeria” refers to Airtel Networks Limited, a subsidiary of Airtel Africa.

● “CBN” refers to the Central Bank of Nigeria.

● “Centennial Acquisition” refers to the acquisition by us on March 19, 2021 of Centennial Colombia and the acquisition by us on April 8, 2021 of Centennial Brazil, both from affiliates of Centennial Towers Holding LP. At closing, Centennial Colombia had 217 towers and Centennial Brazil had 602 towers.

● “Centennial Brazil” refers to Centennial Towers Brasil Coöperatief U.A. and its subsidiaries.

● “Centennial Colombia” refers to Centennial Towers Colombia, S.A.S. and its subsidiaries.

● “CSS” refers to Cell Sites Solutions — Cessão de Infraestruturas S.A.

● “CSS Acquisition” refers to the acquisition by us on February 18, 2020 of CSS from affiliates of Goldman Sachs and Centaurus Capital LP. At closing, CSS had 2,312 towers, including 2,251 towers in Brazil, 51 in Peru and 10 in Colombia.

● “Churn” refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer’s contract in any particular period. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn.

● “Colocation” refers to the installation of equipment on existing towers for a new tenant alongside current Tenants.

● “Colocation Rate” refers to the average number of Tenants per Tower across our portfolio at a given point in time. We calculate the Colocation Rate by dividing the total number of Tenants across our portfolio by the total number of Towers across our portfolio at a given time.

● “Contracted Revenue” refers to lease fees to be received from the 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 a specified date. In aggregating Contracted Revenue, we have taken the average lease rate for our Key Customers as of December 31, 2021, which is applied to the remaining term of the tenancies, lease amendments and fiber access of each Key Customer, assuming constant foreign exchange rates, no escalation of lease rates despite contractual provisions in our MLAs in that regard, no new Tenants, new Lease Amendments or new access to fiber, no amendments to our existing MLA terms and no Churn. See “Risk Factors — Our Contracted Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.”

● “Dollar”, “USD” or “$” refer to U.S. dollars.

● “Egypt Transaction” refers to a partnership agreement with Egypt Digital Company for Investment S.A.E., an investment vehicle of the Egyptian Ministry of Communications, to form a joint venture, IHS Telecom Towers Egypt S.A.E., or IHS Egypt, to obtain a license from the National Telecom Regulatory Authority (“NTRA”) to construct, operate and lease telecom towers in Egypt. Under the terms of the license, and subject to the fulfillment of certain conditions, IHS Egypt will have a commitment to a coverage plan of 5,800 sites over a three-year period. IHS Towers will own 80% of IHS Egypt and Egypt Digital Company for Investment will own the remaining 20%.

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● “euro” or “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

● “GTS SP5 Acquisition” refers to our signing of definitive transaction agreements with Grupo Torresur on January 21, 2022 in relation to the acquisition of São Paulo Cinco Locação de Torres Ltda (“SP5”). At the time of signing, the SP5 portfolio had 2,115 towers. Closing remains subject to customary conditions and approvals.

● “IHS Holding Limited Notes” refers to our 2026 Notes and our 2028 Notes, collectively.

● “IHS Netherlands Holdco B.V. Notes” refers to our 2025 Notes and our 2027 Notes, collectively.

● “IHS Nigeria” refers to IHS (Nigeria) Limited, one of our operating subsidiaries in Nigeria.

● “INT Towers” refers to INT Towers Limited, one of our operating subsidiaries in Nigeria.

● “Key Customers” refers to MTN Customers, Orange Cameroun S.A., or Orange Cameroon, Orange Côte d’Ivoire S.A., or Orange Côte d’Ivoire, 9mobile, Airtel Nigeria, Airtel Networks Zambia PLC, or Airtel Zambia, Airtel Rwanda Limited, or Airtel Rwanda, Claro S.A., or Claro Brazil, TIM Cellular S.A., or TIM Brasil, Telefonica Brasil S.A., or Vivo Brazil, Colombia Móvile S.A. E.S.P., or Tigo Colombia, COMSEL S.A., or Claro Colombia, Colombia Telecomunicaciones S.A. ESP BIC, or Vivo Colombia, América móvil Perú SAC, or Claro Peru and Zain Kuwait.

● “Kuwait Acquisition” refers to the acquisition by us of up to 1,620 towers from Zain Kuwait. The acquisition was signed in October 2017, and we completed multiple closings totaling 1,355 towers as of December 31, 2021. The remaining towers are managed and operated under a Managed Services agreement until such time as these towers can legally be transferred to us. These towers are operated in Kuwait through an entity in which we own 70% of the shares and Zain Kuwait owns the remaining 30%.

● “Lease Amendments” refers to the installation of additional equipment on a site or the provision of certain ancillary services for an existing Tenant, for which we charge our customers a recurring lease fee.

● “LTE” refers to long-term evolution, a standard for high-speed wireless communication for mobile devices and data terminals. We refer to LTE and 4G interchangeably in this Annual Report.

● “Managed Services” refers to when MNOs outsource the day-to-day operations of their owned towers or other towers on which they are present, including maintenance, security and power supply.

● “MLA” refers to the long-term lease agreements we enter into with our customers, including but not limited to master lease agreements, master services agreements, infrastructure sharing agreements, master tower space use/license agreements and MLL agreements.

● “MLL” refers to towers we manage with a license to lease for a defined period. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. The site owner typically reduces its operating costs and eliminates capital expenditures.

● “MNOs” refers to mobile network operators.

● “MTN Customers” refers to MTN Nigeria, MTN Côte d’Ivoire S.A., or MTN Côte d’Ivoire, MTN Cameroon Limited, or MTN Cameroon, MTN Zambia Limited, or MTN Zambia, and MTN Rwandacell Limited, or MTN Rwanda.

● “MTN Group” refers to MTN Group Limited and its subsidiaries, one of which is one of our shareholders as well as a related party of certain MTN operating entities that are our customers in the countries in which we currently operate. In each African market in which we currently operate, one of the MTN operating entities is a customer of ours.

● “MTN Nigeria” refers to MTN Nigeria Communications PLC.

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● “MTN SA Acquisition” refers to our signing of definitive transaction agreements with MTN South Africa on November 17, 2021 in relation to the acquisition of approximately 5,709 towers. As part of the transaction, we will also be required to provide Managed Services to approximately 7,100 additional MTN South Africa sites. IHS Towers will over time own 70% of the South African Towers business with the remaining 30% owned by a B-BBEE consortium. Closing remains subject to customary conditions and approvals.

● “MTN South Africa” refers to Mobile Telephone Networks Proprietary Limited.

● “NAFEX” refers to the Nigerian Autonomous Foreign Exchange Rate Fixing Methodology.

● “Naira” and “₦” refers to the lawful currency of the Federal Republic of Nigeria.

● “New Sites” refers to Towers owned and operated by the Group constructed through build-to-suit arrangements for the initial Tenant.

● “Notes” refers to the IHS Holding Limited Notes and IHS Netherlands Holdco B.V. Notes, collectively.

● “OLT” refers to an optical line terminal or optical line termination, which is a device which serves as the service provider endpoint of a passive optical network.

● “Prospectus” refers to the final prospectus of IHS Holding Limited, dated October 13, 2021, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on October 15, 2021.

● “ROU” refers to towers we operate under a right of use agreement for a defined period. Where there is an ROU agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves.

● “sites” refers to towers that are owned or operated by us.

● “Skysites” refers to Skysites Holdings S.A.

● “Skysites Acquisition” refers to the acquisition by us on January 6, 2021 of Skysites from a group of eighteen persons. At closing, Skysites had 1,005 towers in Brazil.

● “SLAs” refer to site-specific documents or agreements entered into in relation to specific sites pursuant to an MLA.

● “subscribers” refers to the number of active subscriber identification module, or SIM, cards in service rather than the number of services provided (excluding machine to machine connections). For example, if a subscriber has both a data and voice plan on a smartphone this would equate to one subscriber. Alternatively, a subscriber who has a data and voice plan for a smartphone and a data plan for a tablet would be counted as two subscribers.

● “Tenants” refers to the number of distinct customers who have leased space on each Tower across our portfolio. For example, if one customer had leased tower space on five of our Towers, we would have five Tenants.

● “TIM Fiber Acquisition” refers to the acquisition and deployment of TIM Brasil’s secondary fiber network infrastructure. Closing occurred on November 16, 2021. The existing and future fiber assets are operated in Brazil through a new entity, which we refer to as I-Systems, in which we own 51% of the shares and TIM Brasil owns the remaining 49%.

● “TIM Brasil” refers to TIM S.A.

● “Towers” refers to ground-based towers, rooftop and wall-mounted towers, cell poles, in-building solutions, small cells, distributed antenna systems and cells-on-wheels, each of which is deployed to support wireless transmission equipment. 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 any towers for which we provide managed services.

● “Zain Kuwait” refers to Mobile Telecommunications Company K.S.C.P.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A.  [Reserved.]

B.  Capitalization and Indebtedness

Not applicable.

C.  Reasons for the Offer and Use of Proceeds

Not applicable.

D.  Risk Factors

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward- looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report.

Risks Relating to Our Business

A significant portion of our revenue is derived from a small number of MNOs. 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.

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. In particular, for the years ended December 31, 2021 and 2020, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 98% and 98%, respectively, of our consolidated revenue, with MTN Nigeria and Airtel Nigeria accounting for 55% and 11% respectively, of our consolidated revenue for the year ended December 31, 2021. Should there be any negative impact on the businesses of our major customers, including these key MNOs, this in turn could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.

Due to the long-term nature of our MLAs (usually 5 to 15 years with subsequent renewal provisions), we are also dependent on the continued financial strength of our customers.

Some customers may operate with substantial leverage and/or rely on capital-raising to fund their operations and such customers may not have sufficient credit support or the ability to raise capital. If, for example, our customers or potential customers are unable to raise adequate capital to fund their business plans as a result of health pandemics or epidemics, including the ongoing outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or do not have adequate parental support, they may reduce their capital spending, which could materially and adversely affect demand for space on our Tower sites or other infrastructure, which in turn could have a material adverse effect on our financial condition and/or results of operations.

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Furthermore, some of our customers may become subject to regulatory or other action, which may result in unanticipated levies or fines. For example, in 2018, the CBN alleged improper repatriation by MTN Nigeria Communications PLC, or MTN Nigeria, of $8.1 billion between 2007 and 2015. The CBN, upon review of additional documentation, concluded that MTN Nigeria was no longer required to reverse the historical dividend payments made to MTN Nigeria shareholders. The CBN instructed MTN Nigeria to implement a notional reversal of the 2008 private placement of shares in MTN Nigeria at a net cost of circa ₦19.2 billion—equivalent to $52.6 million (the notional reversal amount). This is on the basis that certain certificates of capital importation or CCIs, utilized in the private placement were not properly issued. MTN Nigeria and the CBN agreed that they will resolve the matter on the basis that MTN Nigeria will pay the notional reversal amount without admission of liability, and that the CBN will regularize all the CCIs issued on the investment by shareholders of MTN Nigeria, thereby bringing to a final resolution all incidental disputes arising from this matter.

In addition, MTN Nigeria was, until January 2020, involved in a $2 billion dispute with Nigeria’s Attorney General regarding a demand for allegedly unpaid tax. In January 2020, the Attorney General withdrew its claims against MTN Nigeria and instead referred the matter to the Nigeria Federal Inland Revenue Service and the Nigeria Customs Service. Any fines levied against our customers, their inability to fund their operations or other financial difficulties experienced by our customers could negatively affect their demand for tower space or their ability to perform their obligations under their lease agreements with us, and in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, in 2017 Emerging Markets Telecommunication Services Limited, or 9mobile, previously known as Etisalat Nigeria, one of our Key Customers in Nigeria, experienced certain payment issues with lenders, which ultimately resulted in the lenders enforcing their security rights pursuant to the credit agreement over the shares previously held by Etisalat Group (Emirates Telecommunications Group Company PJSC). 9mobile was reportedly sold in a distressed M&A process in November 2018, however, it has since been publicly reported that the international element of the consortium pulled out of the acquisition in early 2019 and the current ownership status remains unclear. 9mobile continues to trade in Nigeria and had a 6.6% market share as of December 31, 2021, down from 15% in 2015. In 2017 and 2018, we incurred a bad and doubtful debt charge of $38.3 million and $30.0 million respectively, relating to 9mobile’s outstanding trade receivables balance as a result of its financial distress during the period it was being restructured. While we continue to engage with 9mobile as a regular customer and currently continue to receive payments from 9mobile, 9mobile has failed to make full monthly payments to us in the past and any continued or future failure to make payments (including pursuant to any new arrangements entered into to try and resolve the situation) may result in us not receiving payment of amounts owed to us and further potential renegotiation of contract terms. See “— We may experience volatility in terms of timing for settlement of invoices or may be unable to collect amounts due under invoices.” These circumstances may, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations. For the years ended December 31, 2021 and 2020, 9mobile accounted for 6% and 7% of our revenue generated, respectively.

In addition, if any of our customers are unwilling or unable to perform their obligations under the relevant tower lease or other customer agreements, including as a result of health pandemics or epidemics, such as the ongoing outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or related events (such as regulatory interventions on pricing to make MNO services more accessible during periods of lockdown or restricted movement or operations), our revenues, financial condition and/or results of operations could be adversely affected. In the ordinary course of our business, we do occasionally experience disputes with our customers, generally regarding the interpretation of terms in our lease agreements. From time to time, we also undertake routine revenue assurance exercises to determine that all customer equipment on site and services being provided to the customers are being accurately invoiced according to our contracts, and occasionally, we locate equipment that we have not previously invoiced to customers that we believe we are contractually able to invoice. Historically, we have sought to resolve these disputes in an amicable manner, and such disputes have not had a material adverse effect on our customer relationships or our business. However, it is possible that such disputes could lead to a termination of our lease agreements with customers, a material modification of the terms of those lease agreements or a failure to obtain new business from existing customers, any of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Furthermore, if we are forced to resolve any of these disputes through litigation or arbitration, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenue or increased costs, which may in turn result in a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our customers may fail to meet their payment obligations on a timely basis or at all. Such failures to pay, payment delays or other non-performance may be due to a customer’s insolvency or bankruptcy, a downturn in the economic cycle or factors specific to the relevant customer. The failure of our customers to meet their payment obligations and/or our inability to find new customers in a timely manner could have a material adverse effect on our financial condition and/or results of operations.

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No assurance can be given that our customers will renew their customer lease agreements upon expiration of those agreements or that customers will not request unfavorable amendments to existing agreements. Also, no assurance can be given that we will be successful in negotiating favorable terms with these customers. Any failure to obtain renewals of existing customer lease agreements or failure to successfully negotiate favorable terms for such renewals of or amendments to existing agreements (if sought) could result in a reduction in revenues and, accordingly, have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may experience volatility in terms of timing for settlement of invoices or may be unable to collect amounts due under invoices.

Our contractual invoicing cycle is typically monthly in arrears or monthly or quarterly in advance, with the contractual payment cycle on average 30 to 60 days post invoice. As of December 31, 2021, we had gross receivables more than 90 days overdue of $75.5 million and held an impairment provision allowance of $51.0 million. While we may continue to pursue our contractual rights in collecting outstanding amounts, should the relevant counterparties be unable to meet their obligations to pay us any such sums in a timely manner, including as a result of health pandemics or epidemics, such as the ongoing outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or related consequences, this could have a material adverse effect on our business, prospects, financial condition and/or results of operations, including planned working capital requirements. In addition, if our customers experience financial difficulties, as a result of regulatory actions, the COVID-19 pandemic or related effects, prolonged economic downturn, inability to raise funds or capital, or for any other reason, we may be unable to collect amounts due under invoices from those customers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our current and future markets involve additional risks compared to more developed markets, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We and our customers operate in various international markets, particularly in emerging markets such as in Africa, the Middle East and Latin America. As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including risks of:

● general political and/or economic conditions, including any deterioration thereof, including inflation, impacting our existing or anticipated markets of operation, such as the effects of health pandemics or epidemics, including the ongoing outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, geopolitical conflicts and wars, as a result of situations such as the current situation between Russia and Ukraine, or as a result of changes in the price of commodities, examples of which include the recent fall 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;

● civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness;

● acts of piracy or vandalism;

● significant governmental influence over many aspects of local economies;

● 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;

● 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;

● changes to existing or new tax laws, rates or fees, either generally or directed specifically at the ownership and operation of towers or our international acquisitions, 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;

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● expropriation or governmental regulation restricting foreign ownership or requiring divestiture;

● actions restricting or revoking spectrum or other licenses or suspending business under prior licenses;

● material site security issues;

● significant license or permit surcharges;

● increases in the cost of labor (as a result of unionization or otherwise);

● seizure, nationalization or expropriation of property or equipment;

● 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, such as tensions between the “Anglophone” and “Francophone” regions of Cameroon;

● local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations;

● changes in foreign currency exchange rates;

● price setting or other similar laws for the sharing of passive telecommunications infrastructure, or requirements to construct new sites in remote or rural areas that are less commercially viable for us;

● 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 as a result of the COVID-19 pandemic or the conflict between Russia and Ukraine;

● import-export quotas, wage and price controls, imposition of trade barriers;

● U.S. and foreign sanctions, trade embargoes or export control restrictions;

● restrictions on the transfer of funds into or out of countries in which we operate, or lack of availability of foreign currency;

● failure to comply with U.S. Treasury 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, or Office of Foreign Assets Control requirements;

● 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; and

● governmental corruption.

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Any of these or other risks could adversely impact our customers’ and/or our operations, which, in turn, could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our growth opportunities. In particular, a significant portion of our revenues are currently derived from our Nigerian operations (73% of our revenues for the year ended December 31, 2021), and any such risks materializing within Nigeria in particular may have a significant impact on our business as a whole, including our business, prospects, financial condition and/or results of operations.

Operations in international markets, including emerging and less developed markets (including Africa, the Middle East and Latin America), also subject us to numerous additional and different laws and regulations affecting our business, such as those related to labor, employment, unions, health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-bribery, corruption and money laundering. Our employees, subcontractors and agents could take actions that violate any of these requirements. Violations, or alleged violations, of any such laws or regulations could subject us to criminal or civil enforcement actions and adversely affect our reputation, any of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our expansion into new geographic markets, such as Kuwait, Latin America, Egypt, South Africa and other markets we may enter in the future, may present competitive, distribution, regulatory and other challenges that differ from the challenges we face in markets that we have historically operated in. In addition, we may be less familiar with the customers, competitive dynamics (including antitrust concepts or regimes that may be based on our ultimate group shareholding and that may limit our ability to make future investments, due to, for example, our ultimate shareholders also investing in other ancillary businesses in the same market, which regulatory authorities in some markets may view as impacting their antitrust considerations) and regulatory environment in these markets and may ultimately face different or additional risks, as well as increased or unexpected costs, compared to those we experience in our existing markets. Expansion into new geographic markets may also expose us to direct competition with companies with whom we have limited or no past experience as competitors. 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. See “Risks Relating to the Markets in which We Operate.”

We and our customers face foreign exchange risks, which may be material.

For the years ended December 31, 2021 and 2020, 63% and 65%, respectively, of our revenue was linked to the U.S. dollar or in euro-pegged currencies. The manner in which these revenues are linked to the U.S. dollar or the euro differs across our MLAs and jurisdictions of operation.

Our U.S. dollar-linked revenues are denominated in U.S. dollars in the relevant MLAs, but paid to us in local currency through contractual mechanisms. In such cases, including the majority of our MLAs in Nigeria, our MLAs may contain a formula for periodically determining the U.S. dollar to local currency exchange rate. 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 quarterly, semi-annually or annually. As a result, in the event of devaluation, such as the ones that occurred in June 2016 and March 2020 in Nigeria, there is a risk of a delay between the timing of the devaluation and the next contractual reset, which may be significant. During the period between the date of the devaluation and the date of the reset, all of our revenues (i.e., both those revenues that are contractually linked to the U.S. dollar and those that are contractually linked to local currency) would reflect the new, devalued foreign exchange rate. When the reset is effected, the amount relating to the portion of the lease fees linked to the U.S. dollar, which is invoiced in local currency, is adjusted, upward, including in the cases of the June 2016 and March 2020 devaluations in Nigeria. Furthermore, our ability to maintain or enter into such contractually linked foreign exchange protection mechanisms in the future is not assured, which may in turn reduce our protection against fluctuations in foreign exchange rates and therefore could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, the conversion rates included in our MLAs may also be different than the rates at which our financial results are translated into U.S. dollars for reporting purposes. If we are required to use a higher rate for accounting purposes than that of our contracts, notwithstanding any underlying performance, it is likely that our financial results for the relevant periods in the future will show a related decline in performance. 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, and while the majority of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that protect against

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foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate. While we have reached an 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 has typically been aligned to the NAFEX rate), should these and 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 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, some of our contracts, particularly in Latin America and Kuwait, are based on local currency pricing with no direct foreign exchange link or conversion mechanism, and therefore any depreciation in local currency rates against the U.S. dollar would similarly impact our financial results when they are translated into U.S. dollars for reporting purposes, notwithstanding any underlying performance.

Certain of our other MLAs have revenue components linked to hard currencies, such as the U.S. dollar or the euro, because the MLAs are in local currencies that maintain a fixed exchange rate, or are “pegged,” to such currencies, such as those in Côte d’Ivoire and Cameroon. In addition, it was announced in December 2019 that the CFA Franc used in the West African Economic and Monetary Union (UEMOA), which includes Côte d’Ivoire, and which has a fixed exchange rate to the euro, would be replaced by a new currency called the Eco, and in June 2021, the heads of state of fifteen West African countries, including Côte d’Ivoire, comprising the Economic Community of West African States adopted a roadmap for the launch of the Eco in 2027. If such fixed or linked exchange rates are not maintained or “de-pegged,” it could result in fluctuations and/or devaluations of these currencies, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, even though our MLAs may have foreign currency-linked revenue components, or have use fees expressed in foreign currencies, the actual currency of settlement of a significant portion of our revenue is in local currencies, and we therefore remain exposed to foreign exchange risks. There may also be regulatory actions or pressure based on, among other things, socioeconomic or political reasons or events, to enforce local currency-based pricing, which would dilute any protection we may seek to include in our contracts to protect against local currency devaluations.

Most of our expenses are in the local currencies of the relevant jurisdiction of operation, except for certain of our borrowings, which are predominantly in U.S. dollars. For example, our $500 million 5.625% Senior Notes due 2026, or the 2026 Notes, our $500 million 6.250% Senior Notes due 2028, or the 2028 Notes and together with the 2026 Notes, the IHS Holding Limited Notes, and our $940 million 8.0% Senior Notes due 2027, or the 2027 Notes, were issued in U.S. dollars. Certain other components of our capital expenditures may also be linked to foreign currency-based pricing elements. Diesel, which is one of our most significant expenses, may be considered as linked to U.S. dollars given the international pricing of oil, but is typically paid for in local currency. See “— Any increase in operating expenses, particularly increased costs for diesel or an inability to pass through or mitigate against increased diesel costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.” Should the relevant local currencies depreciate against the U.S. dollar, as was the case in mid-2016 and March 2020 in Nigeria, the local currency cost of buying diesel may increase. However, when translated back into U.S. dollars at the higher foreign exchange rate, the impact on our results is less notable. There may, however, be instances where our suppliers face foreign exchange pressure in the importation of certain materials, or as a result of the exchange rate at which they are able to source (or which applies to items for which charges are based on) foreign currency and import certain materials. This could in turn result in pressure from our suppliers to increase amounts payable by us.

We hold U.S. dollar cash balances in some of our jurisdictions of operation and/or convert local currencies to the relevant foreign currencies for payment obligations. Accordingly, we are subject to fluctuations in the rates of currency exchange between the local currencies and the relevant foreign currency as well as availability to source the relevant foreign currency in the jurisdictions in which we operate, and such fluctuations and/or availability could have a material adverse effect on our business, prospects, financial condition and/or results of operations. There may also be limited availability of U.S. dollars in the market at the time when we convert the relevant local currency to U.S. dollars, in which case we may need to convert the relevant local currency into U.S. dollars at a less favorable currency exchange rate. See also “Risks Relating to the Markets in which We Operate — Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate could have a material adverse effect on our ability to service our foreign currency liabilities.”

In addition, our major customers may also face foreign exchange risks where their revenues are denominated in local currency, but their costs are denominated in, or linked to, a foreign currency such as the U.S. dollar, including the fees they pay to us. When the local currency depreciates against the relevant foreign currency (such as the significant depreciation of the Naira against the U.S. dollar, from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016, based on the official rate published by the CBN), 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

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capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms with us prior to the relevant MLA end date.

Fluctuations in exchange rates, including volatility related to the COVID-19 pandemic and its effects on the global economy, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies, as required, could have a material adverse effect on our business, prospects, 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 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.

As described below under “— Risks Relating to the Markets in which We Operate — 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,” central banking authorities in the countries in which we operate may intervene in the currency markets or adopt policies that may impact the applicable exchange rates and/or amounts of foreign currency that may be obtained. In markets where there are multiple exchange rates available and/or referenced by the applicable banking authorities, there may be differences among the exchange rates companies use pursuant to accounting standards, contracted rates, rates quoted for other foreign exchange transactions, and ‘official’ central bank rates. If such differences exist, we may encounter issues relating to the interpretation or enforcement of our contracts with our customers. We may also be required to change the exchange rate applied to the translation of the local currency books of our operating subsidiaries to U.S. dollars for our consolidated group reporting purposes.

This has been particularly relevant to our operations in Nigeria, where a significant portion of our operations are based. Following the significant depreciation of the Naira against the U.S. dollar in 2016, as described in “Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material,” in a continuing effort to improve U.S. dollar liquidity in Nigeria and to assist investors and exporters in accommodating foreign exchange transactions, the CBN introduced a new foreign exchange window for investors and exporters in April 2017. This foreign exchange window, which includes the NAFEX, rate currently allows willing counterparties to exchange foreign currency through authorized dealers at a rate that is essentially market driven. This resulted in a situation where there were differing exchange rates in the market and we have been required to regularly monitor and evaluate which exchange rate is most appropriate to apply in the translation of the Naira books of our Nigerian operations to U.S. dollars for our consolidated group reporting purposes.

During 2018 and 2019 the CBN official rate was approximately ₦306 to the U.S. dollar while the NAFEX rate was approximately ₦362 to the U.S. dollar. During 2020, the divergence between the two rates decreased as they both depreciated against the U.S. dollar, with the CBN rate and NAFEX rates as of December 31, 2020 being ₦380 and ₦410 to the U.S. dollar, respectively. As of May 31, 2021, the CBN ceased publishing what was the CBN Rate, although with limited impact on us given that the NAFEX rate was the most widely used rate at this time. The CBN now publishes the NAFEX rate on its website.

The determination of which is the most appropriate rate to use at the relevant time we produce financial information will depend on a number of factors, including, but not limited to, availability and liquidity in the market generally. The foreign exchange rate that we determine to be the most appropriate for the translation of our results for group reporting purposes may differ from the conversion rates contained within our contracts For example, from January 1, 2018, the results of our subsidiaries in Nigeria have been translated into our presentation currency, U.S. dollars, at the NAFEX monthly average exchange rate for income and expenses and from December 31, 2017, the assets and liabilities at the NAFEX closing rate at the balance sheet date. Prior to the agreements that we reached with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg, because the NAFEX rate used for accounting purposes had historically been higher than the CBN official rate used in our contracts, notwithstanding any underlying performance, our financial results for the relevant periods would have shown a related decline in performance in case of devaluation of NAFEX where the CBN official rate remained at the same level. While our contracts with certain of our Key Customers in Nigeria have been amended to resolve this anomaly, there can be no assurance that such a divergence between the applicable market rate or translation rate for our financial results, and the exchange rate reflected in our contracts with customers, will not occur again, or that the prevailing market rate on Bloomberg will not diverge from other exchange rates in the market (including NAFEX), which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations, notwithstanding any underlying performance.

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In addition, other measures taken by the relevant authorities and/or the CBN, including the manner in which various exchange rates are published, may further impact the rates available in the market, and we may need to consider such measures for the purposes of our accounts.

Potential investors should, therefore, bear this in mind when considering an investment in our ordinary shares, and the potential impact on the future trading and/or market price of our ordinary shares based on a decline in reported financial and/or operational performance based on such factors.

A regional or global health pandemic, including the ongoing outbreak of COVID-19, could severely affect our business.

A regional or global health pandemic, depending upon its duration and severity, could have a material adverse effect on our business. For example, since March 2020, -as a result of the COVID-19 pandemic, governmental authorities around the world implemented measures to reduce the spread of COVID-19, including “shelter-in-place” orders suggested or mandated by governmental authorities or otherwise elected as a preventive measure, and such measures adversely affected workforces, supply chains, economies and financial markets and led to an economic downturn in many of our markets.

As a result of the COVID-19 pandemic, we transitioned most of our employees to remote working arrangements and temporarily closed offices in some of our markets.

If under similar circumstances (including as a result of similar events in the future) our employees are not able to effectively work from home, or if our employees contract COVID-19 or another contagious disease, we may experience a decrease in productivity and operational efficiency, which could negatively impact our business, financial condition and results of operations. In addition, in most of our markets we were required to obtain permits designating certain employees as “key personnel” in order to facilitate the access to many of our Tower sites for construction, service and maintenance activities. While we have so far been able to obtain all required permits, there can be no assurance that we will be able to obtain all approvals or permits that may be required in the future.

In addition, as a result of the COVID-19 pandemic and its effects on the global economy, 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. Continued global deterioration in economic conditions in light of the COVID-19 pandemic could adversely and materially affect us and/or our customers through disruptions of, among other things, the ability to procure telecommunications equipment or other supplies through the usual supply chains. For instance, shortages of capacity in shipping may occur and could affect the smooth flow of our and/or our customers’ supply chains, increase transportation costs and/or decrease reliability. Continued global deterioration in economic conditions in light of the COVID-19 pandemic or similar events could also adversely and materially affect the ability of us and/or our customers to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks, or even through regulatory interventions or pressure on pricing and services offered that may reduce revenues for periods of time. Any resulting financial difficulties could result in uncollectible accounts receivable or reduced revenues, despite having provided increased services. Resulting supply chain or operational difficulties (including site access) may also result in us being unable to meet the service level agreement targets under our MLAs. 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.

In the past, governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to financial markets. If these actions are not successful, the return of adverse economic conditions may cause a significant impact on our ability and the ability of our customers to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Although our results have not been materially affected by COVID-19 to date, we are unable to accurately predict the impact that COVID-19 will have on our or our customers’ operations going forward due to uncertainties that will be dictated by the length of time that any disruptions or consequential effects continue, which will, in turn, depend on the currently unknown duration of the COVID-19 pandemic, the impact of governmental regulations that might be imposed in response to the pandemic, the efficacy and availability of vaccines around the world, and the overall economic impact of the pandemic. The response measures imposed also differ in scope across our various markets and are subject to continuous updating. The severity and impact of the pandemic may vary across our markets, and the pandemic may have greater adverse effects in the emerging and less developed markets in which we operate. Due to the uncertainty of COVID-19, we will continue to

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assess the situation, including abiding by any government-imposed restrictions, market by market. While we have developed and expect to continue to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of our efforts. Accordingly, it is not possible for us to predict the duration and extent to which this will affect our business, future results of operations and financial condition at this time.

To the extent the COVID-19 pandemic, or any similar future pandemic or related events could have a material adverse effect on our or our customers’ business, financial condition, results of operations and/or liquidity, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

We may not successfully execute our business strategy and operating plans or manage our growth, all of which depend on various factors, many of which are outside our control.

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 telecommunications 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 telecommunications 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  telecommunications 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 health pandemics or epidemics, including the ongoing outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, accelerating the implementation of any such measures or giving rise to such factors). For example, high tariffs charged to users in the countries in which we operate compared to certain other countries in which we do not operate, may impede or slow the growth of the telecommunications industries in the countries in which we operate and, in turn, our business.

We may be unable to implement our strategy relating to the construction of New Sites and deployment of other telecommunications infrastructure. See “— Our ability to construct New Sites or to deploy other telecommunications infrastructure depends on a number of factors, many of which are outside of our control.”

Our ability to increase the number of Colocations and Lease Amendments on each Tower that we own across our portfolio is a key factor contributing to our growth and a key part of our strategy in the markets in which we operate. If we are unable to increase the number of Colocations and Lease Amendments on our Towers, either due to a lack of available space or from reduced customer demand, if we are unable to accurately assess and invoice customer equipment on our sites, or if we are unable to implement or achieve our other strategic plans or targets and key performance indicators, we may not achieve the revenues, margins or earnings that we need to grow or to offset the impact of any adverse economic conditions that may develop in the future.

Our ability to increase the usage of our infrastructure by our customers may depend on the performance of these customers and their success in acquiring and retaining end users for the purposes of their services. A decline in the number of end users for our customers, or lower than expected growth in end users for our customers, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, 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. The failure to implement and execute our strategic and operating plans in a cost-effective and timely manner, or at all, realize the cost savings or other benefits or improvements associated with such plans, or have financial resources to fund the costs associated with such plans or to incur costs in excess of anticipated amounts, or sufficiently assess and reassess the plans (including, in each case, as a result of challenges that may be posed or arise as a result of operating companies in which we may not have a majority of the economic or share ownership, whether in terms of operational or further commensurate funding challenges or otherwise), could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Further, successful execution of our business plan will require effective management of growth, which may include acquisitions. The management team, operational systems and internal controls currently in place or to be implemented may not be adequate for such growth, and the steps taken to hire personnel and to improve such systems and controls may not be sufficient. If we are unable to grow as anticipated, manage our growth effectively or successfully integrate any acquisitions (including their information technology or finance systems), it could have a material adverse effect on our

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business, prospects, financial condition and/or results of operations. See Item 4.B. “Business Overview — Our Strategy” for further information on our key strategies.

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.

We engage third-party contractors to provide various services in connection with the site acquisition, construction, supply of equipment and spare parts, access management, security and preventative and corrective maintenance of tower sites, as well as power management, including the supply of diesel to certain of our sites, sometimes with a small number of contractors in the relevant jurisdiction. For example, we have outsourced power management, refurbishment, operations and maintenance and security functions for certain of our sites in Nigeria to certain key suppliers, and may continue to do so in other markets (including any new markets which we may enter). Their power management functions include the supply of diesel to and deployment of alternative power technologies, such as hybrid and solar power technologies, on certain sites, to help reduce diesel consumption to a contracted volume. Across our nine markets, as of December 31, 2021, we outsourced certain operations and maintenance activities at 71% of our Towers. 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 COVID-19 related limitations, geopolitical events including the conflict between Russia and Ukraine, or other events resulting in export control or similar restrictions. As a result, our customers may be unsatisfied with our services, and we may be required to pay certain financial penalties under our contracts, or our customers may terminate their contracts in the event of a material breach, either of which could have a material adverse effect on our reputation and brand, as well as our business, prospects, financial condition and/or results of operations.

For instance, recent economic and trade sanctions threatened and/or imposed by the U.S. government on a number of China-based technology companies, including Huawei Technologies Co., Ltd., or Huawei, and certain of their respective affiliates and other China-based technology companies, with whom we conduct business, as well as actions brought against Huawei and related persons by the U.S. and the Canadian governments and recent restrictions imposed by the UK government, have raised further concerns as to whether, in the future, there may be additional regulatory challenges or enhanced restrictions involving other China-based technology companies. Such potential restrictions or sanctions, as well as any associated inquiries or investigations or any other government actions, may be difficult or costly to comply with and may, among other things, delay or impede the development of the technology, products and solutions of China-based third-party contractors with whom we are currently engaged or may become engaged with and hinder the stability of the supply chains of such contractors, any of which may have a material adverse effect on our business, financial condition and/or results of operations.

In addition, if third-party contractors do not meet execution targets for both financial and operational performance, including not meeting our standards of service or complying with health, safety, employment or other laws and regulations, or are unable to perform to some extent or at all, we may have to step in and complete the process. If we are required to undertake this work ourselves, it could require extensive time and attention from our management and lead to increased future operating costs while the work is carried out, which could in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We also rely on third parties for our supply of diesel, which is critical, as many of the markets in which we currently or may, in future, operate (including, in particular, those in Africa and certain markets in the Middle East) have limited or unreliable power grid connectivity (including due to the impact of seasonal extreme weather conditions), thereby resulting in a heavy reliance on alternatives such as diesel-powered generators. Given the importance of diesel for our operations, we may purchase diesel in large quantities which is then stored at our facilities. This supply could be disrupted by events that are beyond our control, including, for example, in light of the COVID-19 pandemic and related effects (or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact) or events such as those related to political instability, including, for example, in connection with the conflict between Russia and Ukraine. 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, 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. Disruption in the supply of diesel or diesel quality not meeting our requirements would impede our ability to continue to power our sites and adversely affect power uptimes. Widespread or long-term disruption in the supply of diesel may result in us being unable to meet the service level agreement targets under our MLAs, and in some cases we would be required to shoulder resultant financial penalties, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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Our Contracted Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.

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 access to fiber access to an OLT for the remainder of the relevant contractual term, as of December 31, 2021. Our Contracted Revenue is based on certain estimates and assumptions, such as constant foreign exchange rates, no escalation of lease fees despite contractual provisions in our MLAs in that regard, no new tenants or new Lease Amendments added, no amendments to our existing MLA terms and no Churn. Unanticipated events may occur that could adversely affect the actual results achieved by us during the periods to which these estimates relate, causing some or all of the actual results to deviate from our estimates and assumptions, which in turn could have a material adverse effect on our business, financial condition and/or results of operation.

Any increase in operating expenses or costs, particularly increased costs for diesel or ground lease costs, or an inability to pass through or mitigate against such costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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 infrastructure requires ongoing capital expenditure. There is no assurance that our operating expenses, including those noted above, will not increase in the future or that we will be able to successfully pass any such increases in operating expenses to the customers. For example, we require a substantial amount of diesel to power our tower site operations. For the year ended December 31, 2021, the cost of power generation, which includes diesel, haulage and minimal electricity, accounted for 29.4% of our cost of sales.

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 the impact of the recent COVID-19 pandemic, geopolitical tensions, including, for example, in connection with the conflict between Russia and Ukraine, and/or climate change or related initiatives, 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. We therefore remain exposed to diesel price volatility, which may result in substantial increases in our operating costs and reduced profits if prices rise significantly. Further, our attempts to reduce power costs through the deployment of DC generators, hybrid battery and solar technologies, while presently successful, may not be successful in the future.

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 24% of our ground leases are due for renewal within the next 24 months. The renewal of a large proportion of our tower portfolio ground leases within a particular year requires a significant upfront rent payment made upon such renewal, which in turn could increase our cash outflows for that particular year. Any increases in operating expenses or lease costs referred to above would reduce our operating margins and may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

If we are unable to renew and/or extend our ground leases, or protect our rights to access and operate our Towers or other telecommunications infrastructure assets, it could have a material adverse effect on our business and operating results.

Our site portfolio consists primarily of ground-based towers constructed on land that is leased under long-term ground lease agreements. As of December 31, 2021, approximately 90% of the sites in our portfolio were operated under ground leases on land that we do not own. For sites on leased land, approximately 41% of the ground leases have an expiration date before the end of 2026 and, as of December 31, 2021, the average remaining life of our ground leases was 7.7 years.

For various reasons, landowners or lessors may not want to renew their ground leases, may seek substantially increased rents, or they may lose their rights to the land (including, for example, if such land is subject to concession agreements) or transfer their land interests to third parties, which could affect our ability to renew ground leases on commercially viable terms or at all. In addition, we may not have the required available capital to extend these ground leases at the end of the applicable period. In the event that we cannot extend these ground leases, we will be required to dismantle and/or relocate these Towers and may lose the cash flows derived from such Towers, which may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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Real property interests relating to towers consist primarily of leasehold interests, which in some cases relate to sites for which special access arrangements may be required, such as Towers located on or near airports, government facilities or rooftops. For various reasons, we may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to entering into a ground lease, or we may be unable to contractually agree to amendments in relation to sensitive site access issues, all of which could affect the rights to access and operate the site. From time to time, we may also experience disputes with lessors regarding the terms of ground leases, which could affect our ability to access and operate a tower site. The termination of a ground lease may interfere with our ability to operate and generate revenues from the Tower. If this were to happen at a material number of sites, it would have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our ability to access and operate our Towers or other telecommunications infrastructure may also rely on right of use or other similar agreements with third parties. In the event that we cannot renew or continue to exercise our rights under these agreements, we will be required to dismantle and/or relocate these Towers or other telecommunications infrastructure assets, and may lose the cash flows derived from such assets, which may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may experience the loss of tenancies and/or customers, and are exposed to the loss of revenue from the failure or acquisition of any customer or customer consolidation.

If we were to experience a loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for a customer on a site in any particular period, we would face what is known as Churn. 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 MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company. Similarly, certain customers may be acquired, experience financial difficulties or cease operations as a result of technological changes or other factors, including the COVID-19 pandemic and resulting effects (or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact), which could result in renewal on less favorable terms, cancellation or non-renewal of our tenancy agreements. We experienced Churn of 1,283 and 381 Tenants for the years ended December 31, 2021 and 2020, respectively. Other than a customer churning at the end of its term, limited termination clauses may apply pursuant to the relevant MLA. Certain of our customer agreements also contain a contractual right to Churn a limited number of sites each year without penalty, and customers with no such right could use their negotiating power in the future to request the ability to Churn certain tenancies. 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.

Also, as is customary in tower infrastructure acquisitions, purchase agreements sometimes allow the purchaser of a site, such as us, to unwind sites when legal title has not been transferred by a date falling a number of months after completion of the acquisition, or the long-stop date, unless extended by the mutual consent of the parties. In the event that such unwinding takes place, which is typically at the option of the purchaser, the seller would reimburse the purchaser for the price paid for the sites that are subject to unwinding and the seller, such as the relevant MNO, would stop paying the lease fee for those sites. Failure to transfer the legal title of acquired sites, including in respect of prior acquisitions where the long-stop date has been extended, or future acquisitions, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Further, consolidation among or with our customers could result in a reduction in their or the market demand for base transmission sites and/or Colocation, as certain base transmission sites may become redundant or additional tower spaces could be acquired through consolidation, and our customers may therefore choose not to renew their contracts and lease agreements, and we may also not be able to pursue our strategies to obtain or engage with new customers, or we may face reduced or less than anticipated demand from new or existing customers, in any particular market. Such consolidation may also result in a reduction in our customers’ (or potential new customers’) future capital expenditures, including as a result of their expansion plans being similar or if their requirements for additional sites decreases on a consolidated basis. We believe consolidation may occur in certain of our markets in order to achieve both the scale and economic models necessary for long-term growth. Customer or industry consolidation may also result in increased customer concentration. See “— A significant portion of our revenue is derived from a small number of MNOs. 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.” Our contracts and lease agreements may be unable to protect us adequately from a reduction in tenancies due to consolidations and we may be unable to renew contracts or lease agreements on favorable terms, or at all. If a significant number of contract or lease terminations occur

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due to industry consolidation, our revenue and cash flow could be adversely affected, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

A slowdown in the growth of, or reduction in demand for, wireless communications services could adversely affect the demand for tower space and could have a material adverse effect on our financial condition and/or results of operations.

Demand for tower space is dependent principally on demand from wireless communications carriers, which, in turn, is dependent on subscriber demand for wireless services. Most types of wireless services currently require ground-based network facilities, including communications sites for transmission and reception. The extent to which wireless communications carriers lease such communications sites depends on a number of factors beyond our control, including the level of demand for such wireless services, the availability of spectrum frequencies, the financial condition and access to capital of such carriers (including as a result of the recent COVID-19 pandemic and resulting effects, or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact), changes in telecommunications regulations and general economic conditions, as well as factors such as geography and population density. In addition, if our customers or potential customers do not have sufficient funds from operations or are unable to raise adequate capital to fund their business plans or face other financial issues, they may reduce their capital spending, which could adversely affect demand for space on our towers, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, tower sharing must continue to be seen by wireless telecommunications providers as a cost-effective way to satisfy their passive infrastructure needs. 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.

Further, there can be no assurances that 3G, 4G (including LTE), 5G, advanced wireless services in any other spectrum bands or other new wireless technologies will be deployed or adopted as rapidly as estimated or that these new technologies will be implemented in the manner anticipated or at all. Additionally, the demand by consumers and the adoption rate of consumers for these new technologies once deployed may be lower or slower than anticipated, particularly in emerging and less developed markets such as those in which we operate or may operate in the future. We may also need to adapt our business model to new technologies such as 5G and the resulting change to products and services we offer, as well as to changing customer or local or regulatory requirements, such as increasing construction of new sites and infrastructure expansion in remote or rural areas, which may be less commercially viable or more technologically or operationally challenging for us (including potentially as a result of needing to contemplate elements of active communications equipment or revenue share models within our business or operating model). These factors could adversely affect our growth rate since growth opportunities and demand for our tower space as a result of such new technologies may not be realized at the times or to the extent anticipated, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

New technologies designed to enhance the efficiency of wireless networks and potential active sharing of the wireless spectrum could reduce the need for tower-based wireless services and could make our tower infrastructure business less desirable to or necessary for Tenants and result in decreasing revenues.

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. For example, new technologies that may promote network sharing, joint development, or resale agreements by our wireless service provider customers, such as signal combining technologies or network functions virtualization, may reduce the need for our wireless infrastructure, or may result in the decommissioning of equipment on certain sites because portions of the customers’ networks may become redundant. In addition, other technologies and architectures, such as WiFi, DAS, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, the traditional macro site communications architecture that is the basis of substantially all of our site leasing business. Additional examples of such new technologies might include spectrally efficient technologies which could potentially relieve some network capacity problems, or complementary voice over internet protocol access technologies that could be used to offload a portion of subscriber traffic away from the traditional tower-based networks, which would reduce the need for telecommunications operators to add more tower-based antenna equipment at certain tower sites. MNOs in European markets have implemented active sharing technologies in which MNOs share the

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wireless spectrum and, therefore, need fewer of their own antennas and less tower space for such equipment. Moreover, the emergence of alternative technologies could reduce the need for tower-based wireless services transmission and reception. For example, the growth in delivery of wireless communication, radio and video services by direct broadcast satellites could materially and adversely affect demand for our antenna space, or certain alternative technologies could cause radio interference with older generation tower-based wireless services transmission and reception. As a result, the development and implementation of alternative technologies to any significant degree could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Increased competition in the tower infrastructure industry could have a material and adverse effect on 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.

We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as the Middle East and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing 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. For example, in 2014, certain MNOs, including MTN Nigeria, Airtel Nigeria and Etisalat Nigeria (now known as 9mobile) concluded sale and lease back transactions of their previously owned site portfolios in Nigeria. These transactions led to the emergence of ATC as the other major independent tower company in Nigeria, with a site portfolio of approximately 6,980 towers as of December 31, 2021. ATC is our primary competitor in Nigeria and Africa. We are the market leader in Africa by tower count with 24,732 towers as of December 31, 2021 compared to ATC with 22,165 towers as of December 31, 2021, Helios Towers Plc with 8,765 towers and SBA Communications with approximately 1,000 towers as of September 30, 2021. In Brazil, the competitive landscape is wider with ATC and SBA owning approximately 23,000 and 10,000 towers, respectively, and numerous smaller tower companies of similar size to or smaller than our business. The Brazilian competitive landscape presents opportunities for consolidation. We also compete to a lesser extent with telecommunications operators who have retained their own towers and continue to manage them and make them available for Colocation. In certain circumstances, we also compete with owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers. In addition, there may be increased competition in the future from other independent tower companies operating in, or that may enter, our markets. In particular, we may face competition in Latin America from other independent tower companies who may have a substantially larger site portfolio or have operated in the region for a longer period of time than we have.

Competitive pressures could increase and could have a material adverse effect on lease rates paid by our customers, which could result in existing customers not renewing their leases, or new customers leasing towers from our competitors rather than from us. In addition, we may not be able to renew existing customer leases or enter into new customer leases, either on commercially acceptable terms or at all, which could have a material adverse effect on our results of operations and growth rate. Increasing competition could also make the acquisition of attractive tower portfolios or other tower companies more costly, or limit acquisition opportunities altogether, particularly in cases where our competitors have a lower cost of capital. Any of the foregoing factors could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may not successfully identify or integrate acquired assets or businesses into our operations or be able to fully recognize the anticipated benefits of assets or businesses that we acquire or establish in either existing or new markets.

A key element of our growth strategy has been to increase our tower portfolio through acquisitions, and we expect to continue to make acquisitions in the future, including in new geographic markets and/or adjacent telecommunication infrastructure verticals. During 2020, we completed the Kuwait Acquisition through a controlling investment (for a portfolio

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of up to 1,620 towers) and also the CSS Acquisition that included 2,312 towers (2,251 in Brazil, 51 in Peru and 10 in Colombia). In early 2021 we completed the Skysites Acquisition that included 1,005 towers in Brazil and the Centennial Acquisition that included 819 towers (602 in Brazil and 217 in Colombia). In November 2021, we also acquired TIM Brasil’s secondary fiber network infrastructure pursuant to the TIM Fiber Acquisition. In October 2021, we signed an agreement pursuant to the Egypt Transaction, while in November 2021 and January 2022, we signed definitive transaction agreements to acquire towers in South Africa and Brazil, pursuant to the MTN SA Acquisition and GTS SP5 Acquisition, respectively. There can be no assurance that we will be able to identify suitable acquisition candidates in the future or acquire them on acceptable terms, including due to increased competition for attractive acquisition opportunities in the relevant markets, or that any particular acquisition or investment will perform as anticipated in our investment appraisals or related targets. Additionally, we rely on our due diligence of the acquired assets or business and the representations and financial records of the sellers and other third parties to establish the anticipated revenues and expenses and whether the acquired assets or business will meet our internal guidelines for current and future potential returns. Given the nature of the individual assets which are numerous and geographically diverse, it can be difficult to conduct effective physical diligence on these, which is typically conducted by way of a sample audit. In addition, we may not always have the ability to analyze and verify all information regarding title, access and other issues regarding the land underlying acquired towers. The condition of the assets can also deteriorate significantly during the period prior to closing (and after physical site audits) because sellers may reduce operating and capital expenditure on such towers.

Moreover, we may incur significant costs during the evaluation and consideration of new investment opportunities or the pursuit of such acquisitions, which are often conducted through competitive auction processes. 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. Tower portfolio or other asset acquisitions are subject to certain customary conditions precedent and closing these transactions will generally depend on whether certain conditions precedent are satisfied, such as regulatory approvals. In the event that conditions precedent are not satisfied or are not satisfied in a timely manner, we may be unable to acquire certain tower portfolios or other assets, or closings (and therefore operations and revenues) may be delayed, while, in each case, incurring associated or continuing transaction costs. For example, on March 27, 2019, we announced that we had entered into an agreement with Mobile Telecommunications Company Saudi Arabia to acquire approximately 8,100 towers in the Kingdom of Saudi Arabia, although on December 30, 2019, it was announced that this agreement had been terminated following expiry of the initial longstop date. We may also at any time be participating in one or multiple sale or acquisition processes across various markets and continents (which may include processes in Africa, Middle East, Latin America and Southeast Asia with different counterparties). Given the confidential nature of such processes the details of these would only be available once we have been selected as the preferred candidate and reached agreement on terms with the counterparty. 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 telecommunication infrastructure sales or acquisitions, we often have little or no control on the timing of such processes.

We may be required to rely on the financial and operational representations, warranties and undertakings (including any indemnity) of sellers. If: (i) records with respect to the acquired assets are not complete or accurate, (ii) we do not have complete access to, or use of, the land underlying the acquired towers, (iii) we discover that the towers or other telecommunications infrastructure have structural issues (such as overloading) (iv) the towers or other assets do not achieve the financial results anticipated, or (v) there are historic liabilities attaching to the acquired assets that we are unable to successfully recover under an indemnity, it could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Furthermore, some sellers may or may not have the financial capacity to support a subsequent claim against them. While we acquire representation and warranty insurance in some of our transactions, such policies typically contain certain exclusions that would limit our ability to recover certain losses.

In addition, the process of integrating acquired assets or businesses into our operations, including pursuant to the Kuwait Acquisition, CSS Acquisition, Skysites Acquisition, Centennial Acquisition, TIM Fiber Acquisition, Egypt Transaction, MTN SA Acquisition and GTS SP5 Acquisition, may result in unforeseen operating difficulties and large expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We may also be unable to retain or replace key personnel of an acquired business, or recruit key personnel in the case of acquired assets, which could reduce the value of the acquisition and prevent us from realizing our strategic goals. In certain instances, including pursuant to the TIM Fiber Acquisition, we may also rely on transition services arrangements with external parties to support the operation of acquired assets while they are fully integrated. These risks may be exacerbated in material acquisitions. Further, such material acquisitions may exacerbate the risks inherent with our growth strategy, such as (i) an adverse impact on our overall profitability if the acquired towers or business does not achieve the financial results estimated in our valuation models, (ii) unanticipated costs associated with the acquisitions that may impact our results of operations for a period, (iii) increased demands on our cash resources that may, among other things, impact our ability to

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explore other opportunities, (iv) undisclosed and assumed liabilities that we may be unable to recover, (v) increased vulnerability to general economic conditions, (vi) an adverse impact on our existing customer relationships, (vii) additional expenses and exposure to new regulatory, political and economic risks if such acquisitions were in new jurisdictions and (viii) diversion of managerial attention.

Furthermore, our international expansion initiatives are subject to additional risks such as complex laws, regulations and business practices that may require additional resources and personnel. There can be no assurance that we will be successful in integrating acquisitions or new businesses, including pursuant to the Kuwait Acquisition, CSS Acquisition, Skysites Acquisition, Centennial Acquisition, TIM Fiber Acquisition, Egypt Transaction, MTN SA Acquisition and GTS SP5 Acquisition 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.

Our ability to construct New Sites or to deploy other telecommunications infrastructure depends on a number of factors, many of which are outside of our control.

Our ability to construct New Sites or to deploy other telecommunications infrastructure in new or existing markets is affected by a number of factors beyond our control, including the availability of and access to suitable land that meets our requirements, including those of the initial customer, and the availability of construction equipment and skilled construction personnel. Delays brought on by a number of factors could also adversely affect our ability to deliver New Sites or to deploy other telecommunications infrastructure in a timely and cost effective manner, particularly in connection with timelines contractually agreed with customers. 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 telecommunications infrastructure;

● every individual New Site or other telecommunications 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, including any access permits required as a result of restrictions imposed in response to the recent COVID-19 pandemic;

● the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers;

● there will be a significant need for the construction of new towers or other telecommunications infrastructure;

● we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other telecommunications infrastructure;

● we will be able to import the equipment necessary for the construction or deployment of New Sites or other telecommunications infrastructure;

● we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other telecommunications infrastructure, including steel and fiber, or purchase such components at expected prices; or

● we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other telecommunications infrastructure.

Although we are continuously examining the merits, risks and feasibility of and searching for strategic new site opportunities, such efforts may or may not result in profitable New Sites, including as a result of these uncertainties, which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations. See “— We do not always operate with the required approvals and licenses for some of our sites, particularly 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

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therefore may be subject to reprimands, warnings and fines for non-compliance with the relevant licensing and approval requirements” for more information.

We rely on key management personnel and any inability to recruit, train, retain and motivate key employees could have a material adverse effect on our business.

We believe that the current management team contributes significant experience and expertise to the management and growth of the business. The continued success of the business and our ability to execute our business strategies in the future will depend in large part on the efforts of key personnel particularly Mr. Darwish, our Chairman, Group Chief Executive Officer and Director, and our other senior officers, each of whose services are critical to the success of our business strategies. There is also a shortage of skilled personnel in the telecommunications infrastructure industry in the markets in which we operate, which we believe is likely to continue. As a result, we may face increased competition for skilled employees in many job categories from tower companies, telecommunications operators and new entrants into the telecommunications infrastructure industry and this competition is expected to intensify. Although we believe our employee salary and benefit packages are generally competitive with those of our competitors, if our competitors are able to offer more generous salary and benefit packages in the future, we may face difficulties in retaining skilled employees. An inability to successfully integrate, recruit, train, retain and motivate key skilled employees could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We have incurred and may continue to incur losses.

We incurred losses of $26 million and $323 million for the years ended December 31, 2021 and 2020, respectively. Our losses were principally due to depreciation and amortization and finance costs, which includes realized and unrealized losses from foreign exchange movements, in such periods. As a result of our acquisitions and exposure to foreign exchange movements, we expect our depreciation and amortization and finance costs to continue to be significant and may increase as a result of our planned growth strategy or foreign exchange volatility. If we incur losses in the future, it could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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.

Although we generally seek and obtain the requisite federal, national, state and/or local approvals prior to the commencement of tower construction, it is often unclear whether certain, particularly local, permits are required and in some circumstances local authorities have imposed permit requirements retrospectively. In instances where we acquire assets from third parties, the prior owners of those assets may not have had the requisite federal, national, state and local approvals for certain of the sites we are acquiring. There is sometimes a long lead-time required for processing applications for approvals and licenses from the local authorities, including construction and building permits required from certain state authorities to construct or build any structure and environmental approvals. See Item 4.B. “Business Overview  — 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. As we look to expand our offering to include 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.

Although we believe these practices are customary in the telecommunications industry in the countries in which we operate, there can be no assurance that the relevant authorities will issue the licenses or approvals, if required, or that they will be issued in a timely manner or as expected. If such approvals and licenses are required and not obtained, the local or state authorities may impose penalties, such as reprimands, warnings and fines, for non-compliance with the relevant licensing and approval requirements. In addition, in some jurisdictions, federal, national, state and local authorities charge taxes and levies in relation to similar services, for example tenement rates and environmental permits for our sites. This leads to confusion over which authority should be paid the relevant levy and in many cases we must wait for a demand to be made before we can make the payment.

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Additionally, certain authorities have recently become more aggressive in setting of permit fees, the enforcement of permits and collection of payments, or may become more so in the event the profile of a business is perceived to have increased. In an extreme case, local authorities may prevent us from entering our sites or demand that we dismantle the unlicensed towers, which has occurred in certain limited cases. For example, in Nigeria, it was publicly reported in 2019 that the NCAA threatened to decommission and dismantle a number of Glo towers for safety violations including failure to obtain the statutory aviation height clearance certificate. It is reported that while no towers were ultimately decommissioned or dismantled by the NCAA, this was due to the affected operators complying with demands. In addition, in December 2019 the Federal Capital Development Authority, or FCDA, stopped the issuance of permits to telecommunications infrastructure companies in the Federal Capital Territory while it sought to review and increase fees. The FCDA briefly resumed issuing new permits in 2021 but the stoppage has recently resumed. During previous periods when new permit issuances were on hold, the development and expansion of our business operations in Abuja (where we had 861 Towers as of December 31, 2021) was impacted, which  consequently impacted the quality of service of remaining towers in operation in the area. If we are required to pay additional levies, penalties or fees, or relocate a material number of our Towers and cannot locate replacement sites that are acceptable to our customers, this could adversely affect revenue and cash flow, which in turn could have a material adverse effect on our reputation, business, prospects, financial condition and/or results of operations.

Our business is subject to regulations, including those governing telecommunications, as well as the construction and operation of Towers, and any changes in current or future laws or regulations could restrict our ability to operate our business.

Our business, and that of our customers, is subject to national, state and local regulations governing telecommunications as well as the construction and operation of Towers. These regulations and opposition from local zoning authorities and community organizations against construction in their communities could delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site, or site upgrades, thereby limiting our ability to respond to customer demands and requirements. In addition, certain licenses and permits for the operation of Towers may be subjected to additional terms, conditions or fees/levies (which may be new and unexpected, as a consequence, for example, of a perceived increase in a business’s profile or growth) or new permits imposed on existing sites, with which we cannot comply. As public concern over tower proliferation has grown in recent years, including as a result of concerns about alleged health risks, some communities now also try to restrict tower construction, delay granting permits or require certain towers to be dismantled and relocated. On the other hand, governments and regulators may impose additional requirements on businesses such as ours or our customers based on wider socio-economic considerations, including, potentially, requirements to construct new sites in more remote or rural areas (or regulatory actions or pressure on pricing or packages on our customers or us, including potentially imposition of local currency pricing, as may have been seen in some markets) to increase geographical and network coverage to larger parts of a population (which may be less commercially viable for us) or make services available at lower or fixed tariffs. 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 we look to expand our offering to include 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. Any imposition of new regulations, fees or levies, or failure to complete new tower construction, modifications, additions of new antennas to a site, or site upgrades could harm our ability to add additional site space and grow our business, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our operations are also subject to various other laws and regulations that affect our business, such as those related to labor, employment (including new minimum wage regulations), unions, health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-bribery, corruption and money laundering. We or our employees, subcontractors or agents could take actions that might violate any of these requirements. Violations, or alleged violations, of any such laws or regulations could subject us to criminal or civil enforcement actions and adversely affect our reputation, any of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may seek to raise financing to fund future growth opportunities or operating expense reduction strategies and the inability to do so may adversely affect our ability to implement our business strategy.

We may seek to raise financing to fund future growth opportunities, or operating expense reduction strategies, including debt and equity financing. Our ability to secure future debt or equity financing in amounts sufficient for strategic growth or cost reduction opportunities could be adversely affected by many factors. If our revenues decline, we may not be able to

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raise additional funds through debt or equity financing (or any debt or equity financing may not be on acceptable terms). Moreover, restrictive debt covenants under current and future indebtedness may limit our ability to raise any such further financing (or refinance existing financing) and also our ability to support our growth strategy, including making strategic acquisitions. Additionally, political instability, a downturn in the economy and/or disruption in the financial and credit markets, foreign currency fluctuations, social unrest or changes in the regulatory environment (including as a result of the COVID-19 pandemic or resulting effects, or any other future coronavirus or other outbreaks or events with a wide-ranging regional or global impact) could increase the cost of borrowing or restrict our ability to obtain financing for future acquisitions and other growth or cost reduction opportunities.

There can be no assurance that we will be successful in obtaining financing from banks and other financial institutions and/or capital markets or that the cost of such financing or the other applicable terms of such financing will not make such financing more onerous than under the facilities available to us at present. 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.

As of December 31, 2021, we operated 1,904 towers under license to lease agreements in Cameroon and Côte d’Ivoire. We do not own these towers or the underlying land leases, but have a contractual right to operate the towers, including leasing out additional space on the towers. The MLL agreements may be terminated upon agreement of the parties, if we fail to comply with specified obligations in the agreements or, in some cases, at the customer’s option. If we are unable to protect our rights under, or extend, the MLL agreements or they are terminated, we will lose the cash flows derived from such towers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. On January 21, 2022, pursuant to the GTS SP5 Acquisition, we signed definitive transaction agreements to acquire SP5, consisting of 2,115 towers. 2,113 of the 2,115 SP5 towers are operated under an ROU agreement, where SP5 does not own the towers or the underlying land leases, but has a contractual right to operate the towers, including leasing out additional space on the towers. The ROU agreement may be terminated upon agreement of the parties, if we fail to comply with specified obligations in the agreements or, in some cases, at the customer’s option. If we are unable to protect our rights under, or extend, the ROU agreements or they are terminated, we will lose the cash flows derived from such towers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We provide Managed Services to towers that are owned or operated by third parties. Our inability to access these sites or to perform the services in accordance with our requirements could have a material adverse effect on our business and/or operating results.

We provide Managed Services to certain sites for our customers, which includes the provision of maintenance, security or power services. Sites where we provide Managed Services may be owned by the relevant customer the services are being provided for, or by other third parties. In these instances, we need to coordinate the provision of our services in line with the customer requirements as well as in accordance with the owner or operator of the tower. This includes ensuring that we have appropriate access to the relevant sites and that our equipment is adequately protected. If we are unable to perform our services under our Managed Services agreements, we may suffer penalties, the termination of such services or the loss of our equipment, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our inability to successfully execute a group-wide enterprise resource planning, or ERP, global template transformation program could have a material adverse effect on our business and/or operating results.

We are currently in the process of implementing a group wide ERP global template which would standardize and streamline our internal operations in a consistent manner across all group companies. It comprises an integrated and optimized set of business processes and associated system build covering the automation, standardization and streamlining of the major operational areas and business processes of IHS, including Record to Insight, Procure to Pay, Enterprise Asset Management and Order to Cash.

In the event that the global template is not implemented successfully, on time, within budget and/or in line with business requirements, or if the system does not perform in a satisfactory manner, it could be disruptive and could have a material adverse effect on our operations, including our potential ability to report accurate, timely and consistent financial results or otherwise maintain adequate internal control over financial reporting; our ability to purchase supplies from and pay our

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contractors; and our ability to bill and collect receivables from our customers, and we may also lose an opportunity to significantly improve business efficiency, process standardization, and inbuilt Sarbanes-Oxley controls across our operations. In addition, we have put together a team of employees who are taking the lead on the implementation of the ERP system. To the extent that this team or key individuals are not retained through the implementation period, the success of our implementation could be compromised and the expected benefits would not be realized. If the ERP system is not successfully implemented (or if its implementation or ongoing operation is impacted, for example, as a result of failure to integrate (or challenges in integrating) the information technology, finance or other ERP systems of new businesses that we acquire), it could have a material adverse effect on our business, prospects, financial condition and/or results of operations. This could also adversely affect our ability to quickly absorb new acquisitions into our present system application architecture, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our sites contain sensitive and fragile equipment and indemnities obtained from suppliers and contractors may be inadequate to cover any losses or damages to our customers’ property.

Our sites host sensitive and fragile telecommunications equipment, which could be damaged by actions of our maintenance subcontractors, suppliers or the original equipment manufacturer who may be present on our sites during the course of their duties. While we strive to obtain contractual indemnities and insurance protections from our maintenance subcontractors and suppliers with respect to damage to our property and those of our customers, such contractual rights to indemnity may not adequately cover all losses and/or we may not be able to recover such losses due to protracted litigation, defenses successfully raised by the counterparty and/or insolvency of the subcontractor or supplier, which may lead to increased costs and in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We rely on key information technology systems, which may be vulnerable to physical or digital/electronic damage, security breaches or cyber-attacks that could have a material adverse effect on our reputation as well as our business, prospects, financial condition and/or results of operations.

We rely on information technology to conduct our daily business, procure products, pay suppliers, communicate internally and externally, share files, and efficiently and accurately provide services to our customers and monitor our operations, including via the operation of our network operations centers, which is key to our site maintenance and performance management. While we seek to apply best practice policies and devote significant resources to network security and other security measures to protect our information technology and communications systems and data, these security measures cannot provide absolute security. In addition, the tools used by cyber criminals continue to evolve in order to circumvent such security measures and maximize the potential damage of a successful attack. Some of our networks are also managed by third-party service providers and are not under our direct control. Third (and beyond) parties have been a popular attack vector for cyber criminals, and depending on the nature of the relationship with some of these partners, we sometimes use their code, software, human-power, networks, or give them access to our servers and data, among many other scenarios. A security vulnerability at any of these third party partners could potentially provide an opportunity for a cyber criminal to reach or damage our networks or data. Despite existing security measures, certain parts of our infrastructure may be vulnerable to damage, disruptions, or shutdowns due to unauthorized access, software bugs, phishing attacks, employee errors, computer viruses, cyber-attacks, and other security breaches, particularly in times of increased usage and reliance such as during and following the COVID-19 pandemic. In addition, many types of cyberattacks are designed to be difficult to detect in order to harvest as much data or cause as much systemic damage as possible before detection. As a result in the event of a cyberattack our systems could be compromised without our knowledge for a period of time before the attack is detected and addressed. The performance of our information technology systems may also be impacted by certain operating conditions in our jurisdictions of operation, including lack of reliable power supply, shortages in replacement parts, as well as general security conditions. In addition, if our employees are required to work from home as a result of global or regional health pandemics, our information technologies and systems may be particularly strained or increasingly vulnerable. An attack attempt or security breach, such as a distributed denial of service attack, or damage caused by other means could potentially result in the interruption or cessation of certain or all of our services to our customers, our inability to meet expected levels of service or data transmitted over our customers’ networks being compromised, as well as other unforeseen damages. 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 agencies or authorities or other relevant parties.

In addition, we may collect, store and process certain sensitive data (either in respect of our personnel, or from our customers or suppliers), which makes us a potentially vulnerable target to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions or data theft. While we have taken steps to protect the confidential information

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that we have access to, our security measures could be breached. Because the techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may not be able to anticipate these techniques or implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our system could cause any such confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If our security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships (in particular, those with our customers) could be severely damaged, we could incur significant liability and it could have a material adverse effect on our business and operations. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims.

We cannot guarantee that our security and power back-up measures will not be circumvented or fail, resulting in customer network failures or interruptions that could impact our customers’ network availability, potentially resulting in penalties for failure to meet targeted quality levels, as well as otherwise having a material adverse effect on our business, reputation, financial condition and/or operational results. We may be required to spend significant resources to protect against or recover from such threats and attacks. In addition, as we implement new information technology systems, we cannot guarantee that our new security measures will be sufficient. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, and we could lose customers. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. Our employees or external actors operating in any geography may commit these attacks. Any such events could result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to our reputation, negative market perception, or costly response measures, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We could have liability under health, safety and environmental laws.

Our operations are subject to the requirements of various environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials, waste, as well as items related to our day-to-day operations such as transport and construction. As an operator of telecommunications infrastructure that has a heavy reliance on diesel, we may purchase diesel in large quantities that is then stored at our facilities. As the owner of these facilities, we may be liable for substantial costs or remediation under health, safety and environment laws in the event that there is leakage or spillage from these storage facilities. As the owner, lessee or operator of telecommunications sites, we may be liable for the substantial costs of remediating soil and groundwater contaminated by hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of or were responsible for the contamination. Many of these laws and regulations contain information reporting and record-keeping requirements, which may be burdensome for us or have high costs associated with compliance, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We cannot assure potential investors that we are or will be in full compliance with all environmental requirements at all times. For example many of our sites rely on the use of carbon-emitting power systems, and at the time of acquisition, certain towers acquired from other companies may not be compliant with environmental regulations or may lack certain environmental permits. We may be subject to potentially significant fines, penalties or criminal sanctions if we fail to comply with any of these requirements. The requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that liabilities will arise in the future in a manner that could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Failure to provide a safe and healthy working environment in accordance with the relevant applicable legislation, especially in light of the COVID-19 pandemic and related measures imposed in many of the markets in which we operate, may result in government authorities forcing closure of sites on a temporary or permanent basis or refusing lease or license applications. Working conditions, including aspects such as weather and temperature, can add to the inherent dangers.

While we have invested, and will continue to invest, substantial resources in our occupational health and safety programs, there can be no assurance that we will avoid significant liability exposure and we may not be able to deliver a sustained improvement in safety performance as a result of management interventions and training initiatives failing to translate into behavioral change by all employees and contractors. Non-compliance with critical controls is a common failure in safety

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incidents which can lead to loss of life, workplace injuries and safety-related stoppages, all of which immediately impact operational performance and, in the long term, threaten our ability to operate as intended.

Given the high degree of operational risk in our industry, we have suffered fatalities in the past and may suffer additional fatalities in the future. Serious accidents, including fatalities, may subject us to civil or criminal fines and penalties, liability to employees and third parties for injury, illness, or death and other financial consequences, which may be significant. In addition, if our safety record were to deteriorate over time or we were to suffer substantial penalties or criminal prosecution for violation of health and safety regulations, our customers could cancel our contracts and elect to procure future services from other providers. Unsafe work sites also have the potential to increase employee turnover, increase the costs of projects for our customers, and raise our operating costs. We could also suffer impairment to our reputation, industrial action or difficulty in recruiting and retaining skilled employees and contractors. Any future changes in laws, regulations or community expectations governing safety of our operations could result in increased compliance and remediation costs.

Any of the foregoing developments could have a material adverse effect on our results of operations, cash flows and/or financial condition.

Moreover, there has been increasing public focus, including by investors, customers environmental activists, the media and governmental and nongovernmental organizations, on a variety of environmental, social and other sustainability matters. In addition, this emphasis on environmental, social and other sustainability matters has resulted and may result in the adoption of new laws and regulations, including new reporting requirements as well as our adoption of new voluntary reporting requirements. If we fail to comply with new laws, regulations or reporting requirements or there are inaccuracies in our reporting or we fail to meet expected or anticipated metrics or targets, our reputation and business could be materially adversely impacted.

Revenue and/or costs could be adversely affected due to perceived health risks from radio emissions, particularly if these perceived risks are substantiated.

Public perception of possible health risks, including any perceived connection between radio frequency emissions associated with cellular and other wireless communications technology and certain negative health effects, could interrupt or slow the growth of wireless companies. In particular, negative public perception of, and regulations regarding, these perceived health risks could increase opposition to the development and expansion of tower sites. There have been instances in certain telecommunication markets globally where towers have been vandalized due to perceived health risks associated with 5G technology, including potentially related to COVID-19 as well. The potential connection between radio frequency emissions and certain negative health effects has been the subject of substantial study by the scientific community in recent years, and numerous health-related lawsuits have been filed around the world against wireless carriers and wireless device manufacturers. If a scientific study or court decision resulted in a finding that radio frequency emissions posed health risks to consumers, it could negatively impact the market for wireless services, which could have a material adverse effect on our business, prospects, financial condition and/or results of operation. We do not maintain any significant insurance with respect to these matters.

We may experience local community opposition to some of our sites or other telecommunications infrastructure.

It is normal in the industry to experience, and we may in the future experience, local community opposition to our existing tower sites or the construction of new towers or deployment of other telecommunications infrastructure assets for various reasons, including concerns about alleged health risks and noise or nuisance complaints. See “— Revenue and/or costs could be adversely affected due to perceived health risks from radio emissions, particularly if these perceived risks are substantiated.” As a result of such local community opposition, we could be required by the local authorities to dismantle and relocate certain tower sites or other telecommunications infrastructure. If we are required to relocate certain tower sites or other telecommunications infrastructure and cannot locate replacement sites that are acceptable to our customers, it could materially and adversely affect our revenue and cash flow, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our insurance may not provide adequate coverage for natural disasters, security breaches and other unforeseen events.

We may not carry insurance for all categories of risk that our business may encounter. Our business assets are subject to risks associated with natural disasters, such as windstorms, floods and hurricanes, including any impact of climate change, as well as theft, particularly of diesel or batteries, vandalism, terror attacks and other unforeseen damage. In certain instances, such as where we store diesel at our facilities, we may be unaware that theft of the diesel is taking place, despite

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controls that we have in place to prevent this, rendering insurance covering such theft ineffective. In addition, in the event a tower has been constructed in a substandard manner, is overloaded or has not been properly maintained, it may be at risk of collapse or damage. Any damage or destruction to our towers as a result of these or other risks would impact our ability to provide services to our customers. While we maintain insurance to cover the cost of replacing damaged towers, and business interruption insurance and general liability insurance to protect ourselves in the event of an accident involving a tower, we might have claims that exceed our coverage under our insurance policy or claims may be denied and, as a result, the insurance may not be adequate. Insurance may not adequately cover all lost revenues, including revenues lost from new tenants that could have been added to the towers but for the damage. In addition, while we maintain insurance coverage with respect to certain claims, we may not be able to renew or obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims. Any significant uninsured losses or liabilities may require us to pay substantial amounts, which would reduce our working capital and could have a material adverse effect on our business, financial condition and/or results of operations. If we are unable to obtain adequate insurance coverage or provide services to our customers as a result of damage to our towers, it could lead to customer loss, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

While we seek to purchase insurance from financially strong, reputable insurance companies there can be no guarantee that such insurers will be able to pay claims when they arise due to liquidity or solvency reasons. Any delay or shortfall in receipt of insurance proceeds could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Maintenance of Towers could subject us to liability for property damage or other accidents.

There are risks inherent in the maintenance and use of Towers. Upon acquisition of a new Tower, we update and conduct maintenance to bring such Towers into compliance with our operational and safety standards. The collapse of a Tower, or portion of a Tower, due to known defects we have been unable to address or unforeseen defects, or due to improper maintenance or otherwise, could cause injury to or death of individuals or damage to surrounding property. Further, maintenance work on Towers is inherently dangerous and accidents could result in injury to or death of maintenance workers or other parties. Any such damage or accident could subject us to third-party claims regarding our potential liability, even in cases where we have outsourced maintenance work to third parties. We could incur significant costs defending any such claims and, if we were found liable, paying any resulting claims, either of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We are subject to the effects of climate change.

Climate change, including an increase in extreme weather events (such as floods, windstorms or hurricanes), rising sea levels and limitations on water availability and quality, has the potential to create physical and financial risks and may cause damage or loss to our Towers, limit the availability of resources, result in additional costs or prevent the completion of projects in certain locations. Additionally, some countries in which we operate rely on the generation of electricity through hydro-electric schemes. If changing weather patterns cause water shortages or prolonged droughts in those countries or regions, that may affect our ability to deliver services to our customers. Any of the foregoing factors could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may become party to disputes and legal, tax and regulatory proceedings or actions.

In the ordinary course of business, we have been, are and may in the future 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. In certain of the jurisdictions in which we operate, there may be a higher likelihood that such actions, proceedings, claims and disputes may be brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law, and these actions, proceedings, claims and disputes may increase as the profile of our business rises along with the continued growth and development of our business. Any such investigations, actions, litigation, disputes or proceedings, as well as lawsuits initiated by us for the collection of payables, may be costly, may in certain circumstances require us to dismantle tower sites, may be harmful to our reputation and may divert significant management attention and other resources away from the business, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Similarly, any material litigation could have a material adverse effect on our business and we may not have established adequate provisions for any potential losses associated with litigation not otherwise covered by insurance, which could have

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a material adverse effect on our prospects, business, financial condition and/or results of operations. Additionally, any negative outcome with respect to any legal actions in which we are involved in the future could require payment of fines, penalties or judgments in amounts that could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

It is possible that disputes with customers could lead to a termination of agreements with customers or a material modification of the terms of those agreements, either of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. If we are forced to resolve any of these disputes through litigation, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenues or increased costs, and could have a material adverse effect on our reputation as well as our business, prospects, financial condition and/or results of operations.

In addition, we have been, are and may in the future be, subject to regulatory and/or law enforcement investigations, actions or proceedings from time to time. In 2017, certain of our bank accounts had “post no debit” restrictions placed on them during the course of certain inquiries by the Nigerian Economic and Financial Crimes Commission, or EFCC, and, until the restriction on the bank accounts was lifted during the latter half of 2018, we were unable to access approximately $197 million. Currently, no amounts remain restricted pursuant to those restrictions (and we were not notified of any formal allegation or investigation against us), however we cannot guarantee that regulators or other authorities or agencies will not take a similar approach should they undertake investigations or inquiries in the future, irrespective of the veracity of any potential claim or severity of any potential outcome.

In 2019, the Federal Competition and Consumer Protection Act, or FCCP Act, became law, introducing competition regulations in Nigeria. Pursuant to the FCCP Act, the Federal Competition and Consumer Protection Commission, or FCCPC, is authorized to designate the market share that would constitute a dominant market share for the purposes of the FCCP Act. The FCCPC has overarching powers to regulate competition in Nigeria, and when its regulatory powers overlap with those of an industry-specific regulator, such as the Nigerian Communications Commission, or NCC, in the area of competition and consumer protection, the FCCPC takes precedence and the two bodies must otherwise work together to regulate competition in that specific industry. Given that we are the leading provider of passive telecommunications infrastructure services in Nigeria, the FCCPC and the NCC may determine that we are in a dominant position in the market and, in an effort to ensure that there is no abuse of market position, may commence a regulatory inquiry or action, levy fines, or otherwise require pricing or other modifications of our contract terms or impose restrictions on our ability to build New Sites or operate existing sites. In addition, where we are required to appear before the tribunal of the NCC, the tribunal has the power under certain circumstances to order us to sell a portion or all of our shares, interests or assets.

Additionally, in the ordinary course of business, we are subject to regular tax reviews. For example, following a detailed tax audit undertaken in 2018 in Nigeria, all matters were settled with no additional material liability (though some tax payments were made). A number of tax audits have been raised in multiple jurisdictions, some of which are ongoing, including in Nigeria. There can be no assurance that such ongoing audits or future audits will not result in material liability which could, in turn, have an adverse effect on our business, prospects, financial condition and/or results of operations.

There could be material adverse tax consequences for our shareholders in the United States if we are classified as a “passive foreign investment company” for United States federal income tax purposes.

Under United States federal income tax laws, if a company is, or for any past period during which a United States shareholder held shares in such company was, a passive foreign investment company, or PFIC, it could have adverse United States federal income tax consequences to such United States shareholder even if the company is no longer a PFIC. We do not believe that we currently are or have been a PFIC for the taxable year ending December 31, 2021, and we do not expect to be a PFIC in the future. 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. Therefore, we cannot assure you that we will not be a PFIC for the current taxable year or in the future. If we are a PFIC, United States shareholders would be subject to adverse U.S. federal income tax consequences. United States purchasers of our ordinary shares are urged to consult their tax advisors concerning United States federal income tax consequences of holding our ordinary shares if we are considered to be a PFIC. See the discussion under Item 10.E. “Taxation—Material United States Federal Income Tax Considerations.”

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If a United States person is treated as owning at least 10% of the ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of the ordinary shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in the Group (if any). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether the Company makes any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. The Company cannot provide any assurances that it will assist holders of the ordinary shares in determining whether any of its non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any holder of the ordinary shares is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. 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.

We are subject to direct and indirect taxes in numerous jurisdictions. We calculate and provide for such taxes in each tax jurisdiction in which we operate. The amount of tax we pay is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. We will seek to run IHS Holding Limited in such a way that it is and remains tax resident in the United Kingdom. We have taken and will continue to take tax positions based on our interpretation of tax laws, but tax and/or accounting often involves complex matters and judgement is required in determining our worldwide provision for taxes and other tax liabilities.

Although we believe that we have complied with all applicable tax laws, there can be no assurance that a taxing authority will not have a different interpretation of the law and assess us with additional taxes (and possibly related interest and/or penalties).

We are subject to ongoing tax audits in various jurisdictions. Tax authorities have disagreed, and may in the future disagree, with our judgements. We regularly assess the likely outcomes of these audits to determine the appropriateness of our tax liabilities. However, our judgements might not be sustained as a result of these audits, and the amounts ultimately paid could be different from the amounts previously recorded and such amounts could be material. In addition, our effective tax rate in the future could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. Tax rates in the jurisdictions in which we operate may change as a result of macroeconomic, political or other factors. Increases in the tax rate in any of the jurisdictions in which we operate could have a negative impact on our profitability. In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, may be unpredictable, particularly in the types of markets in which we operate (such as emerging markets), and could become more stringent, which could materially adversely affect our tax position. Any of these occurrences could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Future changes to tax laws could materially adversely affect us and reduce net returns to our shareholders.

Our tax treatment is subject to changes in tax laws, regulations, tax policy initiatives and reforms in jurisdictions in which we operate. In addition, our tax treatment may also be affected by tax policy initiatives and reforms related to the Organization for Economic Co-Operation and Development, or the OECD, the work of the OECD/G20 Inclusive Framework on Pillar One and Pillar Two and other initiatives.

Such changes may include (but are not limited to) the taxation of operating income, investment income, interest income, dividends received or dividends paid. We are unable to predict what tax reform may be proposed or enacted in the future, possibly with retroactive effect, or what effect such changes would have on us. Any such changes could affect our financial position and overall or effective tax rates in countries where we have operations, reduce post-tax returns to our shareholders, and increase the complexity, burden and cost of tax compliance.

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In July 2021, the OECD/G20 Inclusive Framework announced that the proposals under Pillar Two would apply to multinational groups with revenues exceeding €750 million and would include a globally coordinated set of rules, including an Income Inclusion Rule and an Undertaxed Payment Rule, which would operate with reference to a minimum tax rate of at least 15% determined on a country by country basis. At the end of 2021 the OECD published Pillar Two model rules for the implementation of a global minimum tax rate, however a number of details remain to be addressed and a detailed implementation framework is still to be published.. While the impact of Pillar Two on us is somewhat difficult to predict, if enacted as currently contemplated, it could have a material adverse impact on our operations and post-tax returns to our shareholders. See “— Risks Relating to Ownership of our Ordinary Shares.”

Certain countries in which we operate may treat the indirect change of ownership of our subsidiaries as triggering tax charges.

Changes in the indirect ownership of our subsidiaries resulting from a transfer of our shares can represent a taxable event in certain circumstances in some jurisdictions in which certain of our subsidiaries are located. The applicable taxes may include taxes on capital gains and transfer taxes. Depending on the jurisdiction, the liability can potentially fall on our shareholders (existing or new) or one of our underlying subsidiaries. In jurisdictions where such rules apply, the scope of the legislation and the practical application by the tax authorities can be somewhat uncertain and therefore there is a risk of such liabilities arising, either to one of our subsidiaries or to a shareholder.

We believe that, based on advice from a leading third party tax expert in the area, the issuance of new shares would not give rise to any such capital gains or transfer tax liabilities.

However, in several jurisdictions in which we operate (excluding Nigeria, the most material jurisdiction to us) it is possible that transfers of our shares could still give rise to tax liabilities for our shareholders. Some of the relevant jurisdictions do not provide clear guidance to exempt the sale of listed shares from the scope of these rules and there may be a higher risk with regards to substantial disposals or acquisitions of our shares. We will take all steps which are reasonably possible within the legislation of the relevant jurisdictions to mitigate such risks for shareholders, but cannot guarantee that the relevant tax authorities will not seek to impose capital gains or transfer taxes on a shareholder upon transfers of our shares. Prospective purchasers should consult their tax advisors regarding the potential application of these rules to an investment in our shares.

We are exposed to the risk of violations of anti-bribery and anti-corruption laws or other similar regulations.

We operate and conduct business in various emerging and less developed markets (including Africa, the Middle East and Latin America), and we are expanding into additional markets, which at times experience high levels of fraud, bribery and corruption. We are subject to the applicable anti-corruption laws and regulations of the markets in which we operate, including the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, and the UK Bribery Act 2010, or the UK Bribery Act. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly, anything of value to non-U.S. government officials, political parties, or candidates for political office for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we are regularly required to deal with regulators, government ministries, departments and agencies to obtain permits and licenses to operate our business. We also periodically enter into joint ventures with government ministries, departments and agencies in the ordinary course of our business. The employees of these regulators and government ministries, departments and agencies may be considered government officials for the purposes of the FCPA. The provisions of the UK Bribery Act extend beyond bribery of government officials and are broader than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. In particular, the UK Bribery Act (unlike the FCPA) also applies to the active payment of bribes to private persons (i.e. non-government officials) as well as the passive receiving of bribes. Furthermore, unlike the vicarious liability regime under the FCPA, whereby corporate entities can be liable for the acts of its employees, the UK Bribery Act introduced a new offense applicable to corporate entities and partnerships which carry on part of their business in the United Kingdom that fail to prevent bribery, which can take place anywhere in the world, by persons who perform services for or on behalf of them, subject to a defense of having adequate procedures in place to prevent the bribery from occurring. The offense can render parties criminally liable for the acts of their agents, joint venture partners, or commercial partners even if done without their knowledge.

Public companies listed in the United States are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We maintain internal controls, policies, procedures and training to ensure compliance by us and our directors, officers, employees, representatives, consultants, and agents with the FCPA, UK Bribery Act and other applicable anti-corruption laws and make efforts to ensure their effectiveness. However, we can make no assurance that the controls, policies and procedures, even if enhanced, have

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been or will be followed at all times or effectively detect and prevent all violations of the applicable laws and every instance of fraud, bribery and corruption. As a result, we could be subject to potential civil or criminal penalties, disgorgement and other sanctions and remedial measures and legal expenses under the relevant applicable law, which could have material adverse effects on our business, prospects, financial condition and/or results of operations if we fail to prevent any such violations or are the subject of investigations into potential violations, which may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, such violations could also negatively impact our reputation and, consequently, our ability to win future business. Any such violation by competitors, if undetected, could give them an unfair advantage when bidding for contracts. The consequences that we may suffer due to the foregoing could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We are subject to certain export controls, trade and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability for non-compliance.

Our business activities may, at times, be subject (directly or indirectly) to various export controls and trade and economic sanctions laws and regulations, including, without limitation, the U.S. Commerce Department’s Export Administration Regulations, the trade and economic sanctions programs of the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, and the U.S. State Department’s Nonproliferation Sanctions, collectively, Trade Controls. Such Trade Controls may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries that are the subject of comprehensive embargoes, or Sanctioned Countries, as well as with individuals or entities that are the subject of Trade Controls-related prohibitions and restrictions, collectively, Sanctioned Parties. Further, our sales and services to certain customers may at times trigger reporting requirements under applicable Trade Controls.

For instance, the U.S. government recently announced several orders effectively barring sales of components and software subject to U.S. export controls to, among others, Huawei and certain other China-based technology companies and their respective affiliates. Any sanctions imposed on us as a result of dealings with Huawei or other organizations subject to U.S. export control (or indirectly as a result of our customers, suppliers and other third-party contractors having such dealings) could have a material adverse effect on our business, prospects, financial condition and/or results of operations. These restrictions, and similar or more expansive restrictions that may be imposed by the United States or other jurisdictions in the future, may also materially and could have a material adverse effect on certain of our customers’ abilities to acquire technologies, systems, devices or components that may be critical to their technology infrastructure, service offerings and business operations, which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Although we have implemented compliance measures designed to prevent prohibited transactions with Sanctioned Countries and Sanctioned Parties, our failure or the failure of our customers, suppliers and third party-contractors to successfully comply with applicable Trade Controls may expose us to negative legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm, which could have a material adverse effect on our business, prospects, 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 maintain our tower infrastructure.”

Our risk management policies and procedures may not be fully effective in achieving their purposes.

Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully effective in achieving their purpose and may leave us exposed to identified or unidentified risks. Past or future misconduct by our employees or contractors could result in violations of law, regulatory sanctions and/or serious reputational harm or financial harm. We monitor our policies, procedures and controls; however, we cannot assure you that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We review our compensation policies and practices as part of our risk management program, but it is possible that our compensation policies could incentivize management and other employees to subject us to inappropriate risk or to engage in misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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We engage in transactions with certain related parties, and if their support and backing does not continue or a conflict of interest arises, our ability to deliver certain services could be harmed and our results of operations could be materially adversely affected.

MTN Group is one of our shareholders as well as a related party of certain MTN Group operating entities that are our customers in the African countries in which we currently operate. While such customers collectively accounted for 66% and 66% of our revenue for the years ended December 31, 2021 and 2020, respectively, our relationship with each MTN Group operating entity is managed separately through separate contracts for each MTN Group operating entity in each country. While we currently have effective working relationships with the relevant entities in each operating country, there can be no assurance that conflicts of interest, inherent in related party transactions, may not arise in the future, potentially resulting in disadvantages to us or the conclusion of transactions on less satisfactory terms, which could in turn affect our ability to deliver certain services and could have a material adverse effect on our business, prospects, financial condition and/or results of operations. See Item 7.B. “Related Party Transactions.”

Risks Relating to the Markets in which We Operate.

Our current operations are conducted in, and many of our customers are located in emerging markets. Accordingly, our business, prospects, financial condition and/or results of operations depend significantly on the economic and political conditions prevailing in such markets, particularly Nigeria, which is our largest market of operation.

Our current and potential markets are subject to greater risks than more developed markets, and financial turmoil in such markets (including those in which we operate) could disrupt our business and cause the price of our ordinary shares to decline.

Investing in securities of issuers in emerging and less developed markets generally involves a higher degree of risk than investments in securities of corporate or sovereign issuers from more developed countries and carries risks that are not typically associated with investing in more mature markets. These risks include, but are not limited to, the following:

● greater potential adverse economic or other impacts of global events, such as health pandemics or epidemics, including the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact;

● greater political risk, and changes in, and instability of, the political and economic environment, such as the recent economic slowdown in Nigeria (including, more recently, due to oil price volatility), tensions between the “Anglophone” and “Francophone” regions of Cameroon, and the recent fall in copper prices and multiple bond defaults that adversely affected Zambia’s economy;

● civil strikes, acts of war, terrorism insurrection and incidents of general lawlessness;

● labor unrest or unionization action, including in relation to the business of any third-party contractor or customer;

● government interventions (including, without limitation, import-export quotas, wage and price controls, laws or regulations that restrict foreign investment or foreign ownership and the seizure, nationalization or expropriation of property or equipment);

● potential adverse or unforeseen changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, legal structures and tax and indigenous ownership laws;

● equipment failure, grid unavailability, planned and unplanned outages, accidents and infrastructure that lead to network failure;

● trade barriers;

● difficulties in staffing and managing operations;

● lack of well-developed legal systems, which could make it difficult for us to enforce contractual rights and intellectual property;

● inability to secure rights or access to the land necessary to execute customer orders for New Sites;

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● security and safety of employees;

● risk of uncollectible accounts and long collection cycles;

● adverse currency fluctuations, restrictive foreign exchange regulations and illiquidity in the foreign exchange markets, such as, the significant shortage of U.S. dollar liquidity in Nigeria in 2015 and recent Naira devaluations;

● consequences of 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;

● inconsistent or unpredictable application of laws or regulations by governmental authorities, including financial regulators;

● actions, proceedings, claims and disputes brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law;

● logistical and communications challenges;

● changes in labor conditions;

● higher volatility of our ordinary share price; and

● uncertain tax regime and inconsistent income taxation.

Investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate. Generally, investment in securities of issuers operating in emerging and less developed markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and investors are urged to consult their own legal and financial advisors before making an investment in our ordinary shares. Investors should also note that emerging and less developed markets such as those in which we operate are subject to rapid change and that the information set forth in this Annual Report may become outdated relatively quickly.

Moreover, financial turmoil in any emerging market or less developed market or country tends to adversely affect prices in the financial markets of such markets, as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in other emerging economies could dampen foreign investment in the countries in which we operate and adversely affect the economies of such countries. In addition, during such times, companies that operate in emerging and less developed markets can face severe liquidity constraints as foreign funding sources, including availability of credit or debt financing, are withdrawn. Thus, even if the economies of the countries in which we operate remain relatively stable, financial turmoil in any emerging or less developed market or country could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may make acquisitions in or investments into emerging and other less developed markets, and investments in emerging and less developed markets are subject to greater risks than developed markets and could have a material adverse effect on our business, prospects, financial condition and results of operations.

To the extent that we acquire assets or invest in other emerging and/or less developed markets, including in Africa, the Middle East and Latin America, additional risks may be encountered that could adversely affect our business. 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. In addition, the currencies in which investments are denominated may be unstable, may be subject to significant depreciation and may not be freely convertible or may be subject to the imposition of other monetary or fiscal controls and restrictions.

Emerging and less developed markets are still in relatively early stages of their development and accordingly may not be highly or efficiently regulated, or the interpretation and enforcement of such regulations may be inconsistent or uncertain within the countries or jurisdictions in which we operate. Moreover, emerging and other less developed markets tend to be shallower and less liquid than more established markets which may adversely affect our ability to realize profits from our

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assets in these markets when we desire to do so or receive what we perceive to be their fair value in the event of a realization. In some cases, a market for realizing profits from an investment may not exist locally. In addition, companies based in emerging and other less developed markets are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to companies based in more developed countries, thereby potentially increasing the risk of fraud and other deceptive practices. Settlement of transactions may be subject to greater delay and administrative uncertainties than in developed markets and less complete and reliable financial and other information may be available to investors in emerging and other less developed markets than in developed markets. In addition, economic instability in such markets could adversely affect the value of our assets subject to leases in such countries, or the ability of our lessees or customers, which operate in these markets, to meet their contractual obligations. As a result, lessees or customers that operate in emerging and other less developed market countries may be more likely to default under their contractual obligations than those that operate in developed countries. Liquidity and volatility limitations in these markets may also adversely affect our ability to dispose of our assets at the best price available or in a timely manner.

As we have and may continue to invest in or acquire assets located in emerging and less developed markets throughout the world, we may be exposed to any one or a combination of these risks, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Failure to adequately address the significant infrastructure deficiencies in emerging and less developed markets could adversely affect their economies and growth prospects, and companies operating in emerging and less developed markets may face logistical and operational difficulties.

Decades of under-investment have resulted in significant deterioration of public infrastructure and the absence of, or persistent problems with, basic infrastructure to support and sustain growth and economic development in many emerging and less developed markets, including some of those in which we operate, or may operate. In addition to power generation, transmission and distribution deficiencies, emerging and less developed markets may also suffer from deteriorating road networks, congested ports and obsolete rail infrastructure, which have all severely constrained socioeconomic development, including restricting the movement of people and goods within those regions, thereby increasing the time it takes to mobilize workforces and deliver supplies or equipment. The power sectors of emerging and less developed markets may suffer from numerous problems, such as limited access to infrastructure, low connection rates, inadequate power generation capacity, lack of capital for investment, insufficient transmission and distribution facilities, high technical losses and vandalism. Many businesses rely on alternative electricity and water supplies, adding to overall business costs. See “— Some of the markets in which we currently, or may in the future, operate may suffer from chronic electricity shortages.”

Although significant advances have been made in the areas of telecommunications and internet facilities in recent years, the progress of development in these sectors cannot be considered at par with that in more developed economies. For example, the government has identified Nigeria’s decaying infrastructure as a major impediment to economic growth and Nigeria’s Economic Recovery and Growth Plan, or the ERGP, and various policies of the government on infrastructure and economic development include ambitious targets for infrastructure improvements and investments as part of the process of accelerating infrastructure development in the country.

Failure to significantly improve the infrastructure in such markets could adversely affect their economies and growth prospects, including their ability to meet GDP growth targets which, in turn, could have a material adverse effect on our business, prospects, financial condition and/or results of operations. The lack of reliable infrastructure also limits our ability, and that of our commercial partners, contractors, customers and suppliers, to respond quickly to unforeseen situations, which can lead to delays and production stoppages. We may also face operational and logistical challenges as a result of outbreaks of infectious diseases in the regions in which we operate. The occurrence of any of the above could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Furthermore, certain areas/regions in which we operate periodically experience adverse weather conditions and natural disasters, mainly in the form of high winds, floods and erosion, which further limit the use of available infrastructure, particularly during the rainy season in such regions, when the likelihood of delays increases. See “— We are subject to the effects of climate change.” In addition, flooding in the regions in which we operate has also led to outbreaks of disease, which, coupled with the ongoing security concerns in these regions (see “— There are risks related to political instability, religious differences, ethnicity and regionalism in emerging and less developed markets”), may affect our ability to staff our operations with qualified local and overseas individuals should such individuals be deterred from relocating to these regions, as a result of health or security concerns.

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Some of the markets in which we currently, or may in the future, operate may suffer from chronic electricity shortages.

Successfully managing telecommunications towers in many of the types of markets in which we currently, or may in the future, operate (including emerging markets) is dependent on operational competency in power management, and unreliability of grid power presents significant challenges to managing our sites, uptimes and delivering quality service to customers.

For example, despite the abundant energy resources in the country, significant government reform efforts, and investments in the power sector in recent years, lack of sufficient and reliable electricity supply remains a serious impediment to Nigeria’s economic growth and development. Insufficient power generation, aging infrastructure, weak distribution networks, overloaded transformers and acts of sabotage to pipelines and infrastructure by vandals result in frequent power outages, high transmission and distribution losses and poor voltage output. Only 55.4% of Nigeria’s total population has access to the grid electricity supply (according to World Bank data from 2019) due to insufficient generation capacity and inadequate transmission and distribution networks. In addition, Zambia experienced power outages that adversely impacted its economic growth between 2014 and 2016, in 2019 and 2020.

Similarly in South Africa, where we have signed definitive transaction documentation to acquire towers pursuant to the MTN SA Acquisition as well as agreed to provide Managed Services to approximately 7,100 sites, the national electricity grid has been under significant pressure over the last decade to meet growing demand given insufficient generation capacity due to underinvestment in new generation and maintenance of facilities. This has resulted in periodic periods of load shedding, where planned supply interruptions take place and are rotated across South Africa to reduce pressure on the electricity grid. New initiatives have been implemented by the government, including allowing the private sector to build their own power plants with up to 100 megawatts of generating capacity without requiring a license, in a bid to address the nation's failing electricity supply. Despite these initiatives and ongoing investment from the government into power generation and transmission, load shedding may continue to occur in the future, which in turn, may have a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and/or prospects.

Despite the introduction of power sector reforms and recent incremental improvements in the sector in certain markets, failure to sustain and improve on these efforts in power generation, transmission and distribution infrastructure could lead to lower GDP growth and hamper the development of economies, as well as increase the underlying costs of operating in such markets, many of which may not be recoverable. Slow growth in the economies in which we operate may also lessen consumers’ propensity to spend, which would negatively affect our customers. This, in turn, may have a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and/or prospects.

Unlike telecommunication towers businesses in developed markets, such as the United States and the European Union, where the electricity grid is comparatively extremely reliable, successfully managing telecommunications towers in many of the types of markets in which we currently, or may in the future, operate is dependent on operational competency in power management. Given the intermittent and unreliable grid availability in Nigeria, for example, grid electricity is rarely used as a source of power for our Towers, with 39% of Towers operated only with generators and 56% operated with hybrid solutions, which alternate between diesel generators and / or solar or battery systems, as of December 31, 2021. In our other African markets, where grid availability can also be unreliable, as of December 31, 2021, 12% of Towers were powered only by the grid, with the remainder having either generator or hybrid power systems. The unreliability of the grid power presents significant challenges to managing our tower sites and power uptimes and delivering quality service to customers. Any inability to continue to deliver quality service could harm our relationships with our customers, which, in turn, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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.

The economies of some of the markets in which we operate may be highly dependent on commodities, such as oil or copper, and therefore on global prices and demand which impact these markets. Reductions in revenues from such commodities could adversely affect the economies of the markets in which we operate. For example, the Nigerian economy is highly dependent on oil production in Nigeria and global prices of oil. According to the Nigerian National Bureau of Statistics, in 2021, the oil sector represented 7.2% of total real GDP, a decrease from the 8.2% and 8.8% recorded in 2020 and 2019, respectively. Reductions in oil revenues, particularly in light of the COVID-19 pandemic and related containment measures or geopolitical tensions as seen recently, could have a material adverse effect on the economies of many of the markets in which we operate and in turn on our and our customers’ business and our results of operations. Additionally,

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between 2014 and 2016, a fall in copper prices adversely affected Zambia’s economy, along with increased tensions with mining companies due to related tax increases.

Revenues from commodities are a function of the level of the relevant commodity’s production in the relevant country and prevailing world commodity prices and demand. Commodity prices are subject to wide fluctuations in response to relatively minor changes in the supply of, and demand for, such commodity, market uncertainty, and a variety of additional factors that are beyond the control of the relevant country. These factors include, but are not limited to, political conditions in other relevant regions, internal and political decisions of any regional or international bodies or organizations relating to such commodities, such as OPEC, and other nations producing the relevant commodity as to whether to decrease or increase production, domestic and foreign supplies of the commodity, consumer demand, such as the fall in demand resulting from the global response measures to contain the spread of COVID-19 (or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact), weather conditions, domestic and foreign government regulations, transport costs, the price and availability of alternatives and overall economic conditions.

Declines in commodity prices and/or revenues on which certain of the economies in which we operate rely have had and will continue to have an impact on such economies, and may result in lower economic growth, high rates of unemployment, reduction in foreign exchange and government revenue. For example, the Nigerian government and certain other governments, such as in oil-producing countries in the Middle East, rely heavily on oil revenue to fund their budgets, and the decline in prices since 2014 has resulted in significantly decreased revenues. A reduction in commodity prices, such as the drop in recent oil prices, would likely negatively impact export earnings in the relevant country, government revenue, and national disposable income, and lead to budgetary constraints and reduced investment in key projects such as infrastructure. Further, any foreign exchange controls imposed in the jurisdictions in which we operate, whether as a result of reduced foreign exchange revenues from such commodities or related products or otherwise, may lead to a devaluation of our revenues which are received in local currencies and also affect our ability to obtain foreign currency required for some of our operations or to service some of our foreign currency obligations. 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. For example, the level of oil production and oil revenues in Nigeria and certain other oil producing countries in the Middle East may also be adversely affected by other factors, including changes in oil production quotas by OPEC, the response of international oil companies to changes in the regulatory framework for oil production in the relevant country or region, and theft of crude oil from pipelines and tank farms. Any long-term shift away from certain commodities (such as fossil fuels), including from developed economies seeking to develop alternative sources of energy, could adversely affect commodity prices and demand and the resulting commodity-related revenue of economies in which we operate. Damage to such economies as a result of such downturns may harm our customers and increase costs (such as fuel costs), which may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

High inflation could have a material adverse effect on the economies in which we operate.

The markets in which we operate are exposed to the risk of high inflation. For example, for the years ended December 31, 2021 and 2020, Nigeria’s inflation rate stood at 17.0% and 13.2%, respectively, according to the Nigeria Bureau of Statistics. Zambia’s inflation rate increased from 10.1% for the year ended December 31, 2015, to 17.9% for the year ended December 31, 2016, before decreasing back to 6.6% for the year ended December 31, 2017, according to the International Monetary Fund, or the IMF. For the years ended December 31 2018, 2019 and 2020, Zambia’s inflation rate was 7.0%, 9.2% and 15.7%, respectively. 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. While we have contractual inflation-linked escalation provisions under most of our MLAs, there can be no guarantee that the rates of escalation of lease fees will mitigate future inflation, particularly where our MLAs may include fixed, capped or floored escalators.

Brazil has also experienced high rates of inflation, and the Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. Inflation, policies adopted to curb inflationary pressures

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and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty and heightened volatility in the Brazilian economy.

Significant inflation and measures taken to control inflation could have a material adverse effect on the economies of the countries in which we operate and, as a result, on our business, prospects, financial condition and/or results of operations.

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.

There may be shortages in the availability of, or disruptions or other limitations in the supply of, foreign currencies in the countries in which we operate, whether as a result of economic reasons, monetary controls or otherwise. 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 imposed additional currency controls that restricted access to U.S. dollars in the official foreign exchange market. The reduced access to foreign exchange negatively impacted certain sectors of the Nigerian economy. However, since the introduction of the Investors and Exporters window in April 2017, which created a market-driven price for foreign-exchange trading in Nigeria, the foreign exchange market has generally experienced greater levels of stability albeit there can still be periods of U.S. dollar liquidity shortage from time to time. In addition, in Nigeria, we continue to access USD through various sources and at various rates (including from commercial banks and authorized dealers using the I&E window) and, in addition, at a premium to NAFEX through identified brokers. In this regard, we may suffer adverse economic consequences as a result of a divergence between the rates at which U.S. dollars are available in the market or as a result of the lack of availability or the shortage of U.S. dollars as stated above.

Should such controls and foreign currency liquidity shortages continue and/or occur in the markets in which we operate, we may face difficulties accessing foreign currency from foreign exchange markets or experience increased costs in sourcing foreign currency or otherwise which would impact our ability to obtain foreign currency required for some of our operations or to service some of our foreign currency obligations, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

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.

Central banking authorities in the countries in which we operate may intervene in the currency markets by drawing on external reserves (such as, most recently, in Nigeria, where a significant portion of our operations are based), or adopting policies that may impact the applicable exchange rates and/or amounts of foreign currency that may be obtained. Fluctuations in an economy’s external reserves, its high dependence on certain foreign-currency revenue streams (such as those related to commodities such as oil, or other exports) and high levels of key imports in foreign currency, could result in local currencies remaining or becoming vulnerable to external shocks.

For example, the CBN has historically favored maintaining the Naira within a narrow band with periodic adjustments. The external reserves have fluctuated in recent years, dropping significantly from a high of $42.9 billion at the end of 2012, to a low of $25.2 billion at the end of 2016, before gradually recovering. As of December 31, 2021 external reserves were recorded at $40.3 billion. Given the fluctuations in Nigeria’s external reserves, its high dependence on oil exports and the fact that Nigeria pays for its key imports, such as refined oil, in U.S. dollars, the Naira will remain vulnerable to external shocks that could lead to a sharp decline in its values, as had occurred historically.

In addition, the currencies of the countries in which we operate are subject to volatility. Our operations are conducted in Nigeria, Côte d’Ivoire, Cameroon, Zambia, Rwanda, Brazil, Colombia, Peru and Kuwait, and 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), Brazilian Real (BRL), Colombian Peso (COP), Peruvian Sol (PEN) and Kuwaiti Dinar (KD), respectively. 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 to declining oil prices, depletion of external reserves, and the absence of fiscal buffers. In early 2015, the CBN instituted certain currency control policies and pegged the Naira at ₦197 to the U.S. dollar, which was then increased to approximately ₦305 in 2016 and then to approximately ₦435 by December 2021. Similarly, the Zambian Kwacha to U.S. dollar exchange rate increased from ZMW9.99 as of December 31, 2017 to

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ZMW16.65 as of December 31, 2021 and the Brazilian Real to U.S. dollar exchange rate increased from BRL4.03 as of December 31, 2019 to BRL5.58 as of December 31, 2021.

Central banks or monetary authorities in economies where the local currency is subject to such pressures may take various administrative measures aimed at stabilizing the foreign exchange market, including restricting access to the official foreign exchange market or prohibiting the use of foreign currencies in domestic transactions or by other means.

The depreciation or volatility of local currencies of the countries in which we operate may negatively affect their respective economies, which in turn could have a material adverse effect on our and our customers’ business, prospects, financial condition and/or results of operations as well as our liquidity and cash flows. See “Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material.”

Failure to adequately address actual and perceived risks of corruption may adversely affect the economies of the countries in which we operate, or may operate, and their ability to attract foreign investment.

Corruption is a significant issue in many of the markets in which we operate, as in many other emerging and less developed markets. For example, Nigeria, Cameroon and Egypt placed 154, 144 and 117, respectively, out of 180 countries in Transparency International’s 2021 Corruption Perceptions Index. Despite certain reform efforts, however, corruption continues to be a serious problem impacting some of the countries in which we operate, as reflected by several high-profile convictions. Brazil has also experienced recent political instability, including various investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, the largest such investigation known as “Lava Jato,” which have negatively impacted the Brazilian economy and political environment. Corruption has many implications for a country, including difficulty in collecting revenue and controlling expenditure, increasing the risk of political instability, distorting decision-making processes and adversely affecting its international reputation. Failure to address these issues, continued corruption in the public sector and any future allegations of, or perceived risk of, corruption in the markets in which we operate could have adverse effects on their respective economies and may have a negative effect on the ability of these countries to attract foreign investment and, as a result, may have a material adverse effect on our and our customers’ business, prospects, financial condition and/or results of operations.

The policies and reforms of the political administrations in the countries in which we operate may result in political instability or changes in regulatory or other government policies.

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. Such issues may give rise to uncertainty in the investing community and are likely to reduce inbound investment.

Frequent and intense periods of political instability make it difficult to predict future trends in governmental policies. For example, the Arab Spring of 2010 and 2011 caused substantial political turmoil across the Middle East and North Africa, particularly in Egypt. During this period of instability in Egypt, the government temporarily dissolved the parliament, suspended the constitution and shut down the internet. Any similar shut-down in the countries in which we operate in the future will, however, negatively affect our business and results of operations. In addition, if government or regulatory policies in a market in which we operate were to change or become less business-friendly, our business could be materially adversely affected. Recent economic instability in Brazil also has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. The Brazilian government also frequently intervenes in the Brazilian economy and occasionally makes significant changes in policy and regulations. For instance, the Brazilian government’s actions to control inflation and implement macroeconomic policies have often involved increases in interest rates, wage and price controls, currency devaluations, blocking access to bank accounts, imposing capital controls and limits on imports, among other things. We do not have any control over, and are unable to predict, which measures or policies the Brazilian government may adopt in the future.

In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, including the largest such investigation, known as Lava Jato, have negatively impacted the Brazilian economy and political environment and have adversely impacted the image and reputation of those companies that have been implicated. In addition, political demonstrations in Brazil over the last few years have affected the development of the Brazilian economy and investors’ perceptions of Brazil.

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Moreover, some planned reforms may disadvantage certain existing stakeholders, who may seek to curtail such reforms. For example, planned privatization of state-owned enterprises has in some cases been met with strikes or threats of strikes in anticipation of job losses and price increases. Any significant changes in the political climate in the countries in which we operate, including changes affecting the stability of the government or involving a rejection, reversal or significant modification of policies against nationalization or expropriation of privately owned assets, favoring the privatization of state-owned enterprises, reforms in the telecommunications, power, banking and oil and gas sectors or other reforms, may have negative effects on the economy, government revenues or foreign reserves and, as a result, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

There are risks related to political instability, religious differences, ethnicity and regionalism in emerging and less developed markets.

Our operations are exposed to the political and social environment of the emerging and less developed markets in which we operate (or may in the future operate), which have the potential for civil and political unrest, contributing to an uncertain operating environment. For example, in Nigeria, corruption, policy uncertainty and collapsing infrastructure, as well as terrorist acts by Boko Haram and increased insecurity in different parts of the country, present significant risks to business operations in parts of Nigeria. Terrorism and militant activity are a problem in parts of Nigeria, where a range of terrorist and militant groups with differing goals operate. The Boko Haram sect, a terrorist group based primarily in north-eastern Nigeria, initially became active in 2009 and increasingly received international attention for the number and frequency of attacks against the Nigerian people and villages. These attacks led to the deployment of troops to Adamawa, Borno, and Yobe states. Despite progress made in combatting the group, Boko Haram continued to mount attacks throughout 2021, particularly in the Lake Chad region. In addition to the instability caused by Boko Haram, the Niger Delta region of Nigeria continues to experience militant activity, creating a challenging environment for companies operating in that region. Cameroon has also recently faced similar issues, including with terrorism as well as increasing instances of unrest as a result of the tensions between the “Anglophone” and “Francophone” regions of Cameroon. Such instability has in the past resulted in, and may continue to result in, vandalism of our sites, obstruction or inability to access our Towers and increased security threats to our sites, as well as corresponding lost revenue or increased maintenance and security costs, as well as increased capital expenditures.

Instances of terrorist activities or other political and/or social unrest as well as general lawlessness can create a challenging environment for companies operating in the relevant regions. While such activity may be targeted within certain regions or at certain types of industry (such as oil and gas companies), the security situation in such regions can be volatile and may also have an impact on our operations, such as attacks on sites by militant or other groups in order to disrupt communications, and can generally create instability, impacting the relevant regions and economies.

Unless resolved by the government, such conflicts may adversely affect the political and economic stability of the markets in which we operate (or may in the future operate), which may, in turn, further have a material adverse effect on our business, prospects, financial condition and/or results of operations.

The taxation, customs and regulatory systems in emerging and less developed markets may be subject to changes and inconsistencies.

The government policies and regulations of emerging and less developed market economies, such as those in which we operate or may operate, on taxation, customs and excise duties and other regulatory matters may change from time to time as considered necessary for the development of the economy. In addition, taxes, customs and excise duties and other fees and fines may increasingly be viewed as major sources of revenue, particularly where other previously prominent sources of revenue (such as those derived from commodities) may have reduced. This may result in the introduction of new taxes, levies or fees where none previously existed (or were not imposed). For example, the Finance Acts of 2019 and 2020 signed into law in 2020, introduced changes to the existing tax regime maintained pursuant to the provisions of the Companies Income Tax Act, the Personal Income Tax Act, the Stamp Duties Act, the Capital Gains Tax Act, the Customs and the Excise Tariff, etc (Consolidated) Act among other related legislation in Nigeria. The Finance Act 2020 expanded the definition of significant economic presence to capture non-resident entities deriving economic benefits from Nigeria through digital services that do not require physical presence within the country. Given a potential need to generate revenue from sources other than exports, other foreign governments may take measures to enforce tax compliance, including taking interim measures for alleged tax default, or to impose fees with respect to our operations, even where not permitted by applicable law. While such measures are often successfully challenged, if they are taken in relation to us, this may have a material adverse effect on our financial condition, results of operations, cash flows, and/or liquidity. Further, the interpretation by the relevant tax or other regulatory authorities of, or decision with respect to, certain sections of tax or other laws may differ on a case-by-case basis, including potentially, against sectors or companies such as ours in the event

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of a perceived increase in profile or growth. Changes in government policies on taxation, customs and excise duties or other regulations, as well as inconsistencies or uncertainties in the interpretation of and decisions relating to tax laws, may have a material adverse effect on our cash flows and liquidity, as well as our business, prospects, financial condition and/or results of operations, and on the tax liability of holders of our ordinary shares.

Inefficiencies and corruption in the judicial systems may create an uncertain environment for investment and business activity and affect the ability of investors to find remedies through the relevant jurisdictions’ judicial systems.

The legal systems in certain emerging and less developed markets, such as the ones in which we operate and may in the future operate, are still in their growing phase, and the laws and regulations in such jurisdictions continue to undergo development and face a number of challenges, including corruption and delays in the judicial process since most cases take a considerable period of time to be concluded. Similarly, the enforcement of judgments and/or security in such jurisdictions may be affected by inefficiencies in the judicial system and can result in uncertain positions.

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, inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions and relative inexperience of the judiciary and courts in commercial matters. Slow and uncertain judicial process may sometimes affect the enforceability of judgments obtained, or result in judgments or extra-judicial action that may be inconsistent with the expected or applicable legal process, rules or procedures.

Those and other factors that have an impact on the legal systems of the markets in which we operate make an investment in our ordinary shares subject to greater risks and uncertainties than an investment in a country with a more mature legal system.

Risks Relating to our Indebtedness

Our level of indebtedness and the terms of our indebtedness could materially adversely affect our business and liquidity position.

As of December 31, 2021, we had $2,609 million of total borrowings, excluding lease liabilities. We currently use debt financing and plan to continue to use debt financing for our future operations and projects. The terms of the agreements governing our indebtedness limit the circumstances in which we may incur additional indebtedness. However, our indebtedness may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures and potential acquisitions or joint ventures or other investments. 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 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

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● our level of indebtedness could make us more vulnerable to downturns in general economic or industry conditions or in our business.

In addition, market conditions and monetary restrictions may lead to foreign currency liquidity shortages and we may face difficulties in obtaining sufficient quantities of the relevant foreign currency when required to meet our contractual and indebtedness obligations denominated in U.S. dollars or other foreign currencies. See “— Risks Relating to the Markets in which We Operate — Financial authorities in the markets in which we operate may intervene in the currency markets, and their currencies are subject to volatility” and “— Risks Relating to the Markets in which We Operate — 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.” Such shortages or lack of availability could increase our borrowing costs and interest expenses, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations as well as cash flows and liquidity. Such issues or increases could also have a material adverse effect on our cash flows and our ability to service our debt or meet interest payments in the longer term. Shortages in the availability of foreign currency may restrict our ability to satisfy our foreign currency-denominated obligations. Although we may seek to enter into agreements to reduce our risk related to access to foreign currencies and applicable exchange rates, we are under no obligation to do so and we cannot assure you that such arrangements would ensure our access to foreign currencies which we need on commercially acceptable terms or at all, or that we will be able to enter into such arrangements on commercially acceptable terms or at all. See Item 5.B. “Liquidity and Capital Resources.”

We are a holding company and conduct limited operations of our own. Repayment of indebtedness, including under the Restated IHS Holding Revolving Credit Facility, the IHS Holding Bridge Facility and the Notes, is dependent on the ability of our operating companies to make cash available to us. See “— IHS Holding Limited is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.”

In addition, our ability to draw funds from our existing and future local facilities may be materially adversely affected by the relatively high or increasing levels of non-performing loans in the relevant local banking sector. Local banks with a lack of geographic diversification or that have substantial exposure to certain industries which are not performing as well, may see the overall quality of their loan portfolio deteriorate or their provisioning costs increase, which may also impact their net interest income and margins. Any regional or local economic downturn that affects the local banking sector may in turn impact our ability to draw funds from any current and future undrawn facilities and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Prevailing interest rates or other factors at the time of refinancing, including the possible reluctance of creditors to make commercial loans, as a result of extreme market and economic conditions such as those caused by the COVID-19 pandemic or otherwise, or to invest in operations in developing markets, could also result in higher interest rates, and the increased interest expense could, in the longer term, have a materially adverse effect on our ability to service our debt and to complete our capital expenditure plans, and our financial condition and results of operations could deteriorate as a result.

We are subject to restrictive debt covenants and our failure to comply with these covenants, including as a result of events beyond our control, could result in an event of default that could have a material adverse effect on our financial condition and/or results of operations.

We are party to a credit agreement that governs the IHS Holding Revolving Credit Facility, an indenture that governs the 2027 Notes issued by IHS Netherlands Holdco B.V., an indenture that governs the IHS Holding Limited Notes issued by IHS Holding Limited, a bridge facility agreement that governs the IHS Holding Bridge Facility and credit agreements governing our facilities at our operating subsidiaries, each as further described under Item 5.B. “Liquidity and Capital Resources —  Indebtedness,” and may provide guarantees under credit agreements governing our facilities at our operating subsidiaries, and therefore are subject to the restrictive covenants under those agreements. A breach of any of those covenants, ratios, tests or restrictions, 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 operations. The instruments governing our indebtedness contain a number of restrictive covenants, including restrictions on our ability to, among other things:

● incur or guarantee additional debt or issue preferred stock;

● pay dividends on, redeem or repurchase share capital, or make other distributions;

● purchase equity interests or reimburse or prepay subordinated debt prior to maturity;

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● create or incur liens;

● make certain investments;

● agree to limitations on the ability of our subsidiaries to make distributions;

● engage in sales of assets and subsidiary stock;

● enter into transactions with affiliates;

● guarantee other debt; and

● transfer all or substantially all of our assets or enter into merger or consolidation transactions.

The restrictions contained in our debt instruments could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, these restrictions could have a material adverse effect on our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally, our ability to comply with these covenants and restrictions may be affected by events beyond our control. Should market conditions deteriorate or fail to improve, or our operating results decrease in the future, then we may have to request amendments and/or waivers to the covenants and restrictions to which we are subject.

There can be no assurance that we will be able to obtain such relief should it be needed in the future. A breach of any of these covenants or restrictions could result in a default and acceleration that would permit our creditors to declare all amounts incurred to be due and payable, together with accrued and unpaid interest, and the commitments of the relevant creditors to make further extensions of credit could be terminated. Such actions may also trigger cross-default or cross-acceleration provisions in other facilities or agreements, which could multiply and extend the impact of any particular event or series of events across our Group.

If we breach certain of our debt covenants, creditors could declare a default and/or require us to pay the then outstanding debt immediately, and, in the case of any secured debt, creditors could sell the property securing such debt if we are unable to pay the outstanding debt immediately. If an event of default is called or if we default on the payments required by our existing indebtedness, we could trigger cross-default or cross-acceleration provisions under other debt agreements or instruments that could make such indebtedness payable on demand, and we may not have sufficient funds to repay all of our debts. The breach of covenants and the exercise by the relevant creditors of their rights under the various financing agreements could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We are exposed to interest rate risks as certain of our borrowings bear interest at floating rates that could rise significantly, increasing our interest cost and reducing cash flow.

Advances under certain of our existing credit facilities would bear interest at rates which vary depending on certain underlying or reference rates, such as the London Interbank Offered Rate, or LIBOR, the European interbank offered rate, or EURIBOR, the Nigerian Interbank Offered Rate, or NIBOR or the Brazilian interbank deposit rate, or CDI. Increases in such reference rates increase our interest expense, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Such increases in interest rates could also have a material adverse effect on our cash flows and our ability to service our debt in the longer term. In addition, we may procure additional indebtedness at floating rates in the future.

Certain of our indebtedness bears interest at variable interest rates, primarily based on the LIBOR, which is subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. Some tenors of LIBOR were discontinued on December 31, 2021 and the remaining tenors are expected to be discontinued on or after June 30, 2023. The Secured Overnight Financing Rate (“SOFR”) has been proposed as an alternative to LIBOR and is a new index calculated by short-term repurchase agreements and is backed by U.S. Treasury securities. The market transition away from LIBOR towards SOFR is expected to be complicated, and there is no guarantee that SOFR will become a widely accepted benchmark in place of LIBOR. Some of our credit agreements may not contain fulsome or fulsome enough fallback language for circumstances in which LIBOR ceases to be published. The transition process may involve, among other things, increased volatility and illiquidity in markets for instruments that currently rely on LIBOR and may result in increased borrowing costs, uncertainty under our financing facilities, or difficult and costly processes to amend our

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financing agreements. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate, and we are uncertain what impact a transition away from LIBOR may have on our business, financial results, and operations.

The potential effect of any such event is uncertain, but were it to occur, our cost of capital, financial results, cash flows and/or results of operations could be materially adversely affected.

The applicable 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. Although we may hedge the interest rates with respect to certain of our existing credit facilities, we are under no obligation to do so under the documents governing our indebtedness and we may not be able to obtain such hedges, or replace such hedges on terms that are acceptable to us, and any such hedge may not be fully effective, which would expose us to interest rate risk.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations and to fund planned capital expenditures and working capital requirements depends on our future performance and ability to generate cash, which is subject, among other things, to the success of our business strategy, prevailing economic conditions and financial, competitive, legislative, legal, regulatory and other factors, including the COVID-19 pandemic and those other factors discussed in these “Risk Factors,” many of which are beyond our control.

We can make no assurances that we will be able to generate a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or that future borrowings will be available to us in an amount sufficient to enable us to service our other indebtedness or to fund our other liquidity needs. If we default on the payments required by any indebtedness, that indebtedness, together with debt incurred pursuant to debt agreements or instruments that contain cross-default or cross-acceleration provisions may become payable on demand, and we may not have sufficient funds to repay all of our debts.

Furthermore, if our cash flows and capital resources are insufficient to service our debt obligations, we may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital or restructure or refinance our indebtedness, any of which will depend on our cash needs, our financial condition at such time, the then prevailing market conditions and the terms of our then existing debt instruments, which may restrict us from adopting some of these alternatives. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could also harm our ability to incur additional indebtedness. In addition, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations, and there can be no assurances that any assets which we could be required to dispose of could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales could be on acceptable terms.

Risks Relating to Ownership of our Ordinary Shares

We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are not subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of current reports on Form 8-K and quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we provide and intend to continue to provide comparable quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from

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Regulation FD, which is 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.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. 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, 2022. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. 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. 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. 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”). As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. These expenses will relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future.

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.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the NYSE, provided that we disclose the requirements we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to the NYSE rules for shareholder meeting quorums and record dates and the NYSE rules requiring shareholders to approve equity compensation plans and material revisions thereto, neither of which is required under the Cayman Islands law. We may in the future elect to follow home country practices with regard to other matters, including the requirement that listed companies have a majority of independent directors unless the company is a “controlled company” and the requirement that listed companies have a compensation and nominating and corporate governance committee comprised entirely of independent directors. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

We cannot assure you that a market for our ordinary shares will be sustained to provide adequate liquidity, and public trading markets may experience volatility. Investors may not be able to resell their ordinary shares at or above the price they pay.

We cannot assure you that an active trading market for our ordinary shares will be sustained. If a market is not sustained, it may be difficult for you to sell your ordinary shares. Public trading markets may also experience volatility and disruption. This may affect the pricing of the ordinary shares in the secondary market, the transparency and availability of trading prices, the liquidity of the ordinary shares and the extent of regulation applicable to us. We cannot predict the prices at which our ordinary shares will trade. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts and investors. As a result of these and other factors, the price of our ordinary shares may decline, possibly materially.

Our operating results and ordinary share price may be volatile, and the market price of our ordinary shares may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future in response to numerous factors, many of which are beyond our control, including each of the factors set forth above.

In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the

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market price of our ordinary shares to wide price fluctuations regardless of our operating performance. Our operating results 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.

Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their ordinary shares and may otherwise negatively affect the market price and liquidity of ordinary shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total issued and outstanding ordinary shares are eligible to be sold into the market, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our ordinary shares in the public market, or the perception in the market that the holders of a large number of ordinary shares intend to sell, could reduce the market price of our ordinary shares. As of December 31, 2021, we had 327,820,418 ordinary shares outstanding. All of our ordinary shares are freely tradable without restriction under the Securities Act, except as described in the next paragraph with respect to the lock-up arrangements and for any of our ordinary shares that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, our executive officers, directors and existing holders of substantially all of our existing ordinary shares have agreed with the underwriters of our initial public offering, subject to certain exceptions, not to dispose of or hedge any of our ordinary shares or securities convertible into or exchangeable for shares of ordinary shares during the period from the date of the final prospectus, dated October 13, 2021, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on October 15, 2021 (the “Prospectus”) continuing through the date 180 days after the date of the Prospectus, except with the prior written consent of the representatives. Such ordinary shares will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up arrangements.

In addition, our Shareholders’ Agreement also sets out certain restrictions on our shareholders’ ability to sell or otherwise transfer their respective shares. See Item 7.B. “Related Party Transactions — Shareholders’ Agreement.”

We also entered into a registration rights agreement, pursuant to which we agreed under certain circumstances to file a registration statement to register the resale of the ordinary shares held by certain of our existing shareholders who combined hold 94.5% of our ordinary shares, as well as to cooperate in certain public offerings of such ordinary shares and to reimburse such shareholders for certain expenses incurred in connection therewith. See Item 7.B. “Related Party Transactions — Registration Rights Agreement.”

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.

We continue to incur increased costs and have additional obligations as a result of operating as a public company, and our management is required to devote substantially more time to new compliance initiatives and corporate governance practices.

As a public company, we continue to incur significantly more legal, accounting and other expenses than we did as a private company, and have additional obligations such as regulatory financial reporting requirements. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations continue to increase our legal and financial compliance costs and will make some activities more time-consuming and

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costly. For example, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board of directors. We may also face challenges in complying with our increased obligations in the required or expected timeframes.

We continue to evaluate these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act (as it relates to Section 404, beginning with our annual report on Form 20-F for the year ending December 31, 2022), which requires (or will require) management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To achieve compliance with Section 404 within the prescribed period, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. We currently have limited accounting personnel with specific Sarbanes-Oxley experience so we have begun the process of strengthening in that area. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we continue to identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Management has identified material weaknesses in our internal control over financial reporting, which could affect our ability to produce accurate financial statements on a timely basis.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act (as it relates to Section 404, beginning with our annual report on Form 20-F for the year ending December 31, 2022), which requires (or will require) management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.

In connection with the audits of our historic consolidated financial statements, we identified three material weaknesses in our internal control over financial reporting (see Item 15. Controls and Procedures). Under PCAOB standards, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We have been working to remediate these material weaknesses as quickly and efficiently as possible (see Item 15. Controls and Procedures) However, we cannot assure you that the measures we have taken to date or that we are taking will be sufficient to remediate in their entirety the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. We cannot provide an estimate of the time required or costs expected to be incurred in connection with implementing a remediation plan. Remediation measures may be time consuming, costly, and might place significant demands on our financial and operational resources. If we are unable to successfully remediate these material weaknesses or if we identify additional material weaknesses, and if we are unable to produce accurate and timely financial statements, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations.

Beginning with our annual report on Form 20-F for the year ending December 31, 2022, we will be required to make a formal assessment of the effectiveness of our internal control over financial reporting. Even after an assessment that our internal control over financial reporting is effective, we cannot guarantee that our internal control over financial reporting will prevent all possible errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

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We are subject to the independent registered public accounting firm reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. If we are not able to establish and maintain an effective system of internal controls and otherwise implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion with respect to internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC or the NYSE on which our ordinary shares are listed. As a result of misstatements or restatements in our financial statements or adverse assessment by management or our independent registered public accounting firm about the effectiveness of our internal controls, there could be an adverse reaction to the financial statements or the Company due to a loss of confidence in the reliability of our financial statements which could materially adversely affect our business, prospects, financial condition and/or results of operations, and could also cause the price or trading volume of our ordinary shares to decline and there could be a delay in delivering financial statements, which may result in a default under agreements governing our indebtedness.

Inaccurate assumptions in respect of critical accounting judgments could materially adversely affect financial results.

In the course of preparing financial statements our management necessarily makes judgments and estimates that can have a significant impact on our financial statements. The most critical of these relate to impairment of assets, share-based payment obligations, fair value of embedded derivatives and options, contingent liabilities and certain regulatory accruals. The use of inaccurate assumptions in calculations for any of these estimates could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Because we have no current plans to pay regular cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your ordinary shares for a price greater than that which you paid for it.

We do not currently anticipate paying any regular cash dividends on our ordinary shares. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our ordinary shares is solely dependent upon the appreciation of the price of our ordinary shares on the open market, which may not occur, which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations. See Item 8.A. “Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy” for more detail.

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our amended and restated memorandum and articles of association (our “Articles”), the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less well developed Cayman Islands law in this area.

A merger or consolidation may proceed under Cayman Islands law in one of two ways: by a court-sanctioned scheme of arrangement or by a statutory merger. While Cayman Islands law allows a shareholder objecting to a court sanctioned scheme of arrangement to express a view that such scheme of arrangement would not provide fair value for the shareholder’s shares, Cayman Islands statutory and common law in respect of schemes of arrangement does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation effected by a scheme of arrangement of a company that has otherwise received the prescribed shareholder approval. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation effected by a scheme of arrangement or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, in the event of a merger or consolidation under the statutory merger regime, Cayman Islands law

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does provide a mechanism for a dissenting shareholder to require us to apply to the Grand Court for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

Shareholders of Cayman Islands exempted companies such as ours, have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

It should be noted that the Cayman Islands law has no legislation specifically dedicated to the rights of investors in securities, and thus no statutorily defined private causes of action to investors in securities such as those found under the Securities Act or the Exchange Act in the United States. Subject to limited exceptions, under Cayman Islands law, a shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of the board of directors than they would as public shareholders of a company incorporated in the United States.

Our Articles provide, unless we consent in writing to the selection of an alternative forum, the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which could increase a shareholder’s cost and limit such shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

Our Articles provide unless we consent in writing to the selection of an alternative forum (a) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the U.S. Actions; and (b) save for such U.S. Actions, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Articles or otherwise related in any way to each member’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us (iii) any action asserting a claim arising pursuant to any provision of the Companies Act of the Cayman Islands or the Articles; or (iv) any action asserting a claim against us concerning our internal affairs.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. The enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provision to be inapplicable or unenforceable, and if a court were to find this provision in our Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have a material adverse effect on our financial condition and/or results of operations.

Anti-takeover provisions in our organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of our ordinary shares and prevent attempts by our shareholders to replace or remove our current management.

Our Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. Our board of directors has the ability to designate the terms of and issue preferred shares without shareholder approval. In addition, Board vacancies may be filled by an affirmative vote of the remaining Board members. The directors are divided into three classes designated as Class I, Class II and Class III, respectively, and directors will generally be elected to serve staggered three year terms. The term of the Class I Directors shall expire at the third annual general meeting of the Company. The term of office of the Class II Directors shall expire at the fourth annual general meeting of the Company. The term of office of the Class III Directors shall expire at the fifth annual general meeting of the Company.

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A Director whose term has expired may be reappointed in accordance with the terms of the Articles. These provisions may make it more difficult to remove directors.

Our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (1) there is advance approval of our Board, (2) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (3) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder.

Taken together, these provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our ordinary shares.

There may be difficulties in enforcing foreign judgments against our management or us.

Certain of our directors and management and certain of the other parties named in this Annual Report reside outside the United States. Most of our assets and such persons’ assets are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.

In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or management predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdictions courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

IHS Holding Limited is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow is distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future depends on the ability of our subsidiaries and intermediate holding companies to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchange controls or otherwise. Our operating subsidiaries and intermediate holding companies are separate legal entities, and although they are directly or indirectly wholly owned and/or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of our operating subsidiaries and intermediate holding companies to distribute cash to us will also be subject to, among other things, restrictions that may be contained in the agreements governing our indebtedness as entered into from time to time, including the IHS Holding Revolving Credit Facility and the Notes, and the facilities of our operating subsidiaries, availability of sufficient funds in such subsidiaries and applicable laws, taxes and regulatory restrictions, including monetary or fiscal controls and restrictions. Claims of any creditors of any of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and shareholders. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our ordinary shares adversely, the price and trading volume of our ordinary shares could decline.

The trading market for our ordinary shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our ordinary shares adversely, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares would likely 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.

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Item 4. Information on the Company.

A. History and Development of the Company

IHS Holding Limited was incorporated in the Republic of Mauritius as a private company limited by shares on July 26, 2012 under the Mauritian Companies Act 2001. On October 13, 2021, IHS Holding Limited ceased to be incorporated in the Republic of Mauritius and was incorporated and registered by way of continuation as an exempted company with limited liability under the Companies Act (as amended) of the Cayman Islands. Our legal name is IHS Holding Limited and our commercial name is IHS Towers. 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. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this Annual Report. We have included our website address as an inactive textual reference only. 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. Our agent for service of process in the United States is C T Corporation System and its address is 28 Liberty Street, New York, New York 10005.

For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2021 and for those currently in progress, see Item 5. “Operating and Financial Review and Prospects.”

B. Business Overview

We are one of the largest independent owners, operators and developers of shared telecommunications 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 600 million people in emerging markets, across three regions and nine 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, 2021, we operated 31,043 Towers across five countries in Africa, three countries in Latin America and one country in the Middle East. We are the largest tower operator in six of the nine markets in which we operate and we are the only independent tower operator of scale in five of these markets.

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 telecommunications infrastructure, enter carefully selected growth oriented markets with compelling underlying fundamentals. Historically, our business has been predominantly focused on Towers, however we recently started complementing this with investment into adjacent telecommunications infrastructure offerings for our customers such as fiber connectivity. Aligned to this inorganic growth strategy, in February 2020 we completed the first closing of 1,022 towers in Kuwait through a controlling investment pursuant to the Kuwait Acquisition for the acquisition of up to 1,620 towers in the aggregate, with a further 333 towers transferred in subsequent closings. Also in February 2020 we completed the acquisition of 2,312 towers through a 100% investment pursuant to the CSS Acquisition with towers primarily in Brazil, as well as Peru and Colombia. In 2021, we acquired 1,005 towers in Brazil pursuant to the Skysites Acquisition, 819 towers in Brazil and Colombia pursuant to the Centennial Acquisition and also acquired certain fiber assets from TIM Brasil pursuant to the TIM Fiber Acquisition where TIM Brasil will be the anchor tenant on the fiber network. In October 2021, we signed an agreement pursuant to the Egypt Transaction and obtained a license to construct, operate and lease telecom towers in Egypt. More recently, in November 2021 and January 2022, we signed definitive transaction documentation to acquire 5,709 and 2,115 towers pursuant to the MTN SA Acquisition and GTS SP5 Acquisition, respectively. Each of these acquisitions supports our inorganic growth strategy of expanding into additional regions that meet our investment criteria, which opens up new markets that we believe will provide future organic and inorganic growth opportunities.

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Largest Independent Multinational Tower Companies Globally

Source: Company filings and TowerXchange

Note:  Data as of December 31, 2021 for ATC and Cellnex, and as of September 30, 2021 for SBA, and Helios. Data as of December 31, 2021 for IHS Towers. Data as of January 2022 for Phoenix Tower International. “ATC” refers to American Tower Corporation, “Cellnex” refers to Cellnex Telecom S.A., “SBA” refers to SBA Communications Corporation, “PTI” refers to Phoenix Towers International and “Helios” refers to Helios Towers plc.

For the years ended December 31, 2021 and 2020, we generated revenue of $1,580 million and $1,403 million, losses for the period of $26 million and $323 million and Adjusted EBITDA of $926 million and $819 million, respectively. For the years ended December 31, 2021 and 2020, we had a loss margin of 2% and 23% and our Adjusted EBITDA Margin was 59% and 58%, respectively. See Item 5.A. “Operating Results—Key Financial and Operational Performance Indicators—Return Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to profit/(loss) for the period, the most directly comparable IFRS measure. For the year ended December 31, 2021 compared to the year ended December 31, 2020, we realized year over year growth of 12.6% for revenue, a decrease of 92.0% for loss and 13.1% growth for Adjusted EBITDA.

Our core business is providing shared telecommunications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber services to their end users and subscribers. 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. Additionally, 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 IBS, or distributed antenna systems, or DAS, as well as provide fiber connectivity. 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, 2021, our owned and operated tower portfolio supported 46,414 Tenants, with a Colocation Rate of 1.50x.

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. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 20 transactions, building a footprint that currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, Zambia, Brazil, Peru, Colombia and Kuwait. We are the largest tower operator in six of the nine markets in which we operate and are the only independent tower operator of scale in five of these markets. Our markets in Latin America (which we entered in 2020) are the only ones in which we do not have a leadership position today.

To support the telecommunications infrastructure needs of our customers, we typically enter into long-term MLAs of 5 to 15 years in duration, which have historically yielded strong renewal rates. As of December 31, 2021, the average remaining length of our MLAs with our Key Customers, who represented 92% of our Tenants, was 6.0 years. Additionally, these Key Customers had aggregate Contracted Revenue of $9.6 billion and an average remaining lease term of 7.3 years as of December 31, 2021.

Our MLAs typically include annual inflation-linked revenue escalators, limited customer termination rights and, in certain cases, provisions designed to mitigate foreign exchange risk, such as periodic reset mechanisms to adjust for local currency devaluation. For the years ended December 31, 2021, 2020 and 2019, 63%, 65% and 65%, respectively, of our revenues were linked to the U.S. dollar or euro. Foreign currency-linked elements implemented in certain of our contracts aim to help provide protection against potentially adverse movements in local currency. Our U.S. dollar-linked revenues are

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denominated in U.S. dollars in the relevant MLAs, but paid to us in local currency through contractual mechanisms. In such cases, including the majority of our MLAs in Nigeria, 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. Our Middle East and Latin American businesses have MLAs, which typically only contain local currency lease fees. See Item 3.D. “Risk Factors — Risks Relating to Our Business — 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.”

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. Shortly after entering new markets through acquisitions, we typically begin constructing New Sites.

IHS Towers Overview by Country

			Market Share (December 31, 2021)
				Estimated	Estimated
		# of IHS	# of IHS	Outsourced	Total
	2020	Towers	Towers	Towers	Towers
	Population	December 31,	December 31,	December 31,	December 31,	IHS Towers
Country	(millions)	2021	2020	2020	2020	Market Position
Nigeria	209	16,854	16,537	25,535	37,625	#1
Côte d’Ivoire	27	2,693	2,702	2,702	4,079	#1
Cameroon	27	2,226	2,214	2,214	5,208	#1
Zambia	19	1,745	1,753	1,753	3,491	#1
Rwanda	13	1,214	958	958	1,605	#1
Kuwait	4	1,402	1,162	1,162	5,858	#1
Brazil	212	4,630	2,419	46,842	64,075	#5*
Peru	33	51	51	6,731	17,903	n.m.
Colombia	51	228	11	8,647	17,474	n.m.

* IHS Towers’ market position is #3 after taking into consideration the Skysites Acquisition and the Centennial Acquisition, which we completed in January 2021 and April 2021, respectively, as well as the GTS SP5 Acquisition which is signed but not yet completed.

Source: Euromonitor International Limited (Economies & Consumers data) for Population, Analysys Mason estimates and IHS.

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. 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 telecommunications 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 and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and enter carefully selected growth-oriented markets with compelling underlying fundamentals; and

● a comprehensive commitment towards contributing to sustainability and the well-being of our communities and environments where we operate.

Our successful performance so far is the result of many years of building, acquiring, operating, managing, and owning telecommunications infrastructure in emerging market environments. As one of the pioneers of the tower infrastructure industry in Africa, we have worked with our customers to develop the experience needed to operate and grow a successful

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business in our sector. 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. Our track record is highlighted by the following milestones:

● 2001:   Founded as a builder of telecommunication Towers for MNOs in Nigeria; our founders continue to lead the business today.

● 2004:   Launched our Managed Services operations for MNO-owned Towers with services including maintenance, security and power supply.

● 2009:   Began owning Towers and leasing space to MNOs in Nigeria and launched our Colocation operations through which we lease space to other MNOs.

● 2013:   Acquired MTN Côte d’Ivoire’s tower portfolio of 911 Towers and MTN Cameroon’s 818 Towers. Additionally, completed MLL agreements for Orange Côte d’Ivoire’s tower portfolio of 1,191 Towers and Orange Cameroon’s 819 Towers.

● 2014:   Successfully completed a $2.0 billion equity raise, which was drawn down in 2014 and 2015.

● 2014:   Entered Zambia and Rwanda through the acquisitions of MTN’s tower portfolios of 719 Towers in Zambia and 550 Towers in Rwanda. These transactions helped establish us as the largest independent tower company in EMEA by tower count.

● 2014:   Executed landmark transactions in Nigeria to acquire a total of 10,966 Towers. We acquired 4,154 of these Towers from MTN Nigeria and 2,116 of these Towers from 9mobile in 2014 and the balance of 4,696 Towers from MTN Nigeria the following year.

● 2015: Expanded through the acquisitions of Airtel Zambia’s 949 Towers and Airtel Rwanda’s 200 Towers and further expanded in Nigeria through the acquisition of an additional 555 Towers from 9mobile.

● 2016:   Acquired HTN Towers which owned 1,211 Towers, the first tower company-to-tower company transaction in Africa, which reinforced our leadership in Africa’s largest market.

● 2016:   Issued our debut $800 million 9.500% senior notes due 2021 (now fully refinanced and redeemed as noted below under 2019), the largest African corporate high yield bond single issue offering at the time.

● 2019:   Refinanced outstanding debt of our Nigeria operations (approximately $1.8 billion), including issuing $1.3 billion of new senior notes, as well as new senior credit facilities, resulting in a more simplified debt capital structure, extended maturities and lower cost of debt.

● 2020:   Expanded our footprint by entering the Middle East through the completion of the Kuwait Acquisition, a controlling investment in Zain Kuwait’s 1,620 towers in Kuwait, of which we completed the first closing of 1,022 towers in February 2020 and 140 towers in October 2020.

● 2020:   Expanded our footprint by entering Latin America through the completion of the CSS Acquisition, for 2,312 towers primarily across Brazil, as well as Peru and Colombia.

● 2020:    Completed a tack-on transaction for $150 million in aggregate principal amount of senior notes and upsized our IHS Holding Revolving Credit Facility to $225 million in available borrowing capacity.

● 2021:   Expanded our Latam business through the acquisitions of Skysites in Brazil, Centennial Brazil and Centennial Colombia, acquiring 1,005 towers, 602 towers and 217 towers, respectively.

● 2021:   Completed third and fourth closings of 67 towers and 126 towers in April 2021 and October 2021 in Kuwait, respectively, pursuant to the Kuwait Acquisition, with the remainder of the towers currently managed and operated under a Managed Services agreement until they can be legally transferred to us. Completed acquisition of 162 towers in April 2021 from Airtel Rwanda.

● 2021:   Expanded the restricted group for our $1,450 million senior notes to encompass IHS Holing Limited and all of IHS Holding Limited’s subsidiaries (other than any unrestricted subsidiaries).

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● 2021:   Entered into a $500 million bridge facility in August 2021 that can be used for certain acquisitions. Upsized IHS Holding Revolving Credit Facility by $20 million to $245 million in July 2021 and a further $25 million to $270 million in October 2021. As of December 31, 2021, the IHS Holding Revolving Credit Facility and the IHS Holding Bridge Facility remain undrawn.

● 2021:   Completed our initial public offering (“IPO”) by issuing 18,000,000 ordinary shares at a price to the public of $21 per share, resulting in net proceeds to us of $357.7 million, after deducting the underwriting discount and commission of $21.7 million and net reimbursements of offering expenses of $1.4 million.

● 2021:   Completed the TIM Fiber Acquisition with TIM Brasil for the acquisition of existing fiber assets and future deployment of fiber assets in Brazil.

● 2021:  Announced our further expansion in Africa, with the signing of an agreement to enter Egypt pursuant to the Egypt Transaction and to acquire 5,709 towers in South Africa pursuant to the MTN SA Acquisition.

● 2022:  Signed definitive transaction documentation to acquire 2,115 towers in Brazil pursuant to the GTS SP5 Acquisition.

We believe that the underlying telecommunications 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 telecommunications infrastructure investments such as fiber and acquisition activity. New telecommunication infrastructure services such as small cells will further add to our growth opportunities with the roll-out of 5G in some of our markets. As of December 31, 2021, with an average age of our tower portfolio of 6.2 years, based on the date of integration of the sites, and a Colocation Rate of 1.50x, 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. We believe this organic growth will help drive enhanced cash flow generation from our existing assets.

Our Competitive Strengths

We believe the following strengths position us to deliver operationally for our customers as well as generate strong financial returns and growth:

We are a clear leader in the majority of our current markets, which we support with a high quality asset base and service.

Large and Growing Telecommunications Markets.  We believe the markets in which we currently operate are structurally favorable, as a result of having large, growing populations and low mobile penetration, particularly relating to 4G and 5G SIM penetration. Our nine markets covered approximately 604 million SIMs as of December 31, 2020. Our African markets are generally characterized by low mobile penetration, and a high number of subscribers per tower compared with the U.S. and Western Europe. These markets are also attractive due to an increasing need for 3G and 4G coverage and capacity, with 55% 3G SIM penetration and only 9% 4G SIM penetration as of December 31, 2020. Over the longer term, we also expect 5G technology to become available in these markets. To meet the anticipated telecommunications growth in our African markets, it is expected that these markets will require over 22,000 new towers and over 30,000 new MNO points of presence over the period December 2020 to December 2025. We also opened up new growth markets in 2020 with the completion of the Kuwait Acquisition and the CSS Acquisition in Latin America, giving us additional exposure to the growth and technology trends in these markets as well. It is estimated that these markets in Latin America will require over 19,000 new towers and over 42,000 new MNO points of presence over the period December 2020 to December 2025. As telecommunication networks in our markets evolve, we believe that there may also be increasing demand for other telecommunications infrastructure, such as fiber connectivity and data centers.

Significant Market Scale.  We are the number one tower operator in six of our nine markets. As of December 31, 2020, we had an estimated 65% market share of independently owned or operated sites in Nigeria, which is the largest telecommunications market in Africa by subscribers, and we are the only independent tower operator in five more of our current markets. As of December 31, 2021, we are the largest tower operator in Africa, measured by tower count. In the Middle East, we are the first independent tower company to enter the region with the completion of the Kuwait Acquisition.

As a leader in many of our markets, we benefit from operational efficiencies that help drive financial performance. We have strategically acquired multiple tower portfolios in each of our African markets and have selectively consolidated Towers, where we move Tenants from one Tower to another, to reduce costs. Follow-on transactions in new markets are an

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important element of our inorganic growth strategy, and we have reinforced our position in our markets, completing follow-on transactions in each of our African markets, as well as Brazil and Colombia. We own or operate approximately 47% of all Towers (73% of independent Towers) in our combined African markets and therefore benefit when MNOs invest in additional coverage and capacity, either on our existing sites or through the share of new sites we deliver in the market. We believe our scale and market position gives us a unique opportunity to increase our revenue per tower through Colocation and Lease Amendments as MNOs upgrade their networks from 2G and 3G to 4G and 5G further in the future.

Substantial and Defensible Market Share.  Given the size and scale of our business and our track record of growth and service to our customers, we believe we are well positioned to maintain or even grow our market share. Our market position is backed by long-term contracts that we have a history of successfully maintaining. We have a presence across all the states of Nigeria, with coverage estimated at 80% of the population. We believe that in Nigeria, we have delivered the majority of estimated demand for new site deployments by independent tower companies in the market over the last two years, and we are the only independent tower operator in five of our other markets. For the period covering 2019, 2020 and 2021, we have added 10,113 Tenants, 17,141 Lease Amendments and constructed 2,015 New Sites. As of December 31, 2021, we have built over 7,600 New Sites since our inception. We continue to provide quality service and take a partnership approach with our customers in radio frequency planning. We also benefit from high barriers to entry in our industry, including the capital intensive nature of building new tower portfolios and, in certain instances, zoning rules that restrict Towers and masts from being built within a certain radius of each other. We believe these factors underpin the strength of our market leadership and position us to take advantage of opportunities in our markets.

We have a proven business model with high quality revenue visibility that is backed by long-term, inflation-linked contracts.

Proven business model coupled with recurring revenues and long-term contracts.  We offer MNOs reliable services in exchange for monthly lease fees that are underpinned by long-term contracts, creating long-term revenue visibility. For MNOs, there are high costs and potential service interruptions associated with switching tower infrastructure and, historically, we have had a track record of successfully renegotiating and extending our contracts with MNOs. As of December 31, 2021, we had $9.6 billion of Contracted Revenue from an average remaining lease term of 7.3 years and an average remaining length of our MLAs of 6.0 years. In many cases, our contracts also include limited customer termination rights, inflation-linked revenue escalators and power indexation clauses to mitigate against certain increases in diesel prices. In certain cases, our contracts also include provisions designed to mitigate foreign exchange risk, such as periodic reset mechanisms to adjust for local currency devaluations.

The majority of our revenue comes from MNOs that are subsidiaries of large, publicly listed multi-national MNOs, including MTN Group and MTN Nigeria, Orange Group, Airtel Africa, Zain Group, Telecom Italia and TIM S.A., Telefonica and America Movil. Many of our customers enjoy the support of their broader organizations and our multi-country partnerships help facilitate strong relationships throughout our markets.

Structurally favorable unit economics.  The absence of competing infrastructure in the vicinity of our Towers helps enable strong demand from existing customers and positions our Towers as the preferred location for potential new demand. Time to market advantages for New Site construction, cost-to-build considerations and in some cases, regulatory restrictions create natural and high barriers to entry into our markets. We are able to achieve favorable unit economics through additional Tenants and Lease Amendments via colocation that allow us to improve our margins and our return on invested capital. When we add additional Tenants via Colocation and Lease Amendments, we generally incur limited incremental costs and typically do not provide additional tenant discounts. We also have the ability to reduce certain of our costs per Tenant, which are mostly fixed, with the exception of power costs in our African and Middle East markets, which are variable. For example, in Nigeria where we invested in hybrid power solutions (which combine diesel generators with solar and/or battery systems) on more than 9,000 sites, we achieved a reduction in diesel consumption on those sites. Our new business in Latin America does not have the same operational requirements as our African or Middle Eastern businesses, given power is generally the responsibility of the customers and land lease costs are typically passed through to them. With a Colocation Rate of 1.50x across our portfolio as of December 31, 2021, our sites have the capacity to add additional Tenants before reaching a similar Colocation Rate as our older tower vintages. For example, as of December 31, 2021, our tower vintages up to 2012 had a Colocation Rate of 2.17x. We believe our success in leasing up and colocating on our older Towers is a strong indicator of our ability to lease-up, grow revenue and expand margins on our newer Towers.

We have contractual protections against macroeconomic volatility.  For the years ended December 31, 2021, 2020 and 2019, 63%, 65% and 65%, respectively, of our revenues were linked to the U.S. dollar or euro. Most of our operating costs are in local currency, and we have structured our contracts to provide protection against inflation and, in some cases, local currency devaluation.

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Our MLAs in the Middle East and Latin America have local currency lease fees with annual inflation linked escalators. In our African markets the local currency components of our lease fees typically adjust with local currency linked inflation provisions and U.S. dollar components of our lease fees typically adjust with U.S.-linked inflation provisions. The majority of our costs do not have mechanical indexation, enabling us to both grow our revenue and manage our cost base. With the exception of the cost of diesel, which is typically paid in local currency, but linked to the U.S. dollar through the international price of oil, substantially all of our direct and indirect operating expenses are denominated in and incurred in local currency. Capital expenditures may be linked to U.S. dollars in some instances, but are also incurred in local currency, providing further resilience to macroeconomic volatility.

We have a track record of both organic and inorganic growth.

We have a number of organic growth opportunities.  There are a number of avenues that have driven our historical organic growth and that we believe will continue to drive future organic growth, including Colocation, Lease Amendments and New Sites. These opportunities are typically the result of our customers looking to densify their networks, improve their network coverage and capacity and upgrade their networks with new technologies, in response to growing populations and data demand from end users in our markets. Our MLAs also typically include annual inflation-linked escalations, ensuring contractual increases to revenue.

In response to these growing needs, we benefit from customers choosing Colocation in order to get to market quickly on an existing site of ours. Colocations are a highly attractive opportunity as they enable us to lease-up our existing assets with minimal incremental capital expenditure and operating expenses required. As of December 31, 2021, 2020 and 2019, we achieved a Colocation Rate of 1.50x, 1.54x and 1.56x, respectively. When we acquire towers from mobile operators, these typically have a low Colocation Rate that reduces our overall Colocation Rate, but at the same time these towers result in a further colocation opportunity for our other customers.

Lease Amendments represent an opportunity for existing Tenants to enhance their existing position or upgrade technology at a Tower by installing additional equipment on that Tower or requesting certain ancillary services. For the years ended December 31, 2021, 2020 and 2019, we added 9,141, 4,379 and 3,621 Lease Amendments, respectively. Colocation and Lease Amendments both support our growth by increasing our operating leverage.

We typically 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. Since our inception, we have built over 7,600 New Sites. For the years ended December 31, 2021, 2020 and 2019, we built 1,348, 362 and 305 New Sites, respectively.

We also benefit from the opportunity to generate revenue from adjacent services, including fiber, DAS and small cells. These opportunities do not constitute a material contribution to our revenues today, although we will look to continue to expand these opportunities as an area of growth in the future, particularly in our new markets in Brazil and Kuwait where 5G roll-out is close to commencing and has already commenced, respectively.

We have a track record of inorganic growth through acquiring, consolidating and integrating tower portfolios.  Since our inception, we have completed 20 transactions for more than 24,500 Towers and fiber assets across nine countries. These transactions have enabled us to achieve our strong in-market positioning, which is key to both our ability to provide high quality services and to ensure the sustainability of the fundamentals of our business. Our recently completed acquisitions demonstrate our desire to expand into structurally favorable emerging and less developed markets around the world.

Our inorganic growth strategy focuses on entering carefully selected growth oriented markets with compelling underlying fundamentals. A key component of this inorganic growth lies in our strategy to then develop each of the markets that we enter. We aim to execute follow-on, in-market transactions upon entering a new market, in order to solidify our presence as well as extract cost synergies from our operational platform across our large asset base. In addition to building our market presence, this strategy has allowed us to better service our customers through our extensive platform.

We have an established history of delivering high quality service to our customers.

We have long-term relationships with leading MNOs.  Our sites are, for most of our customers, the primary tower infrastructure that supports their operations, making us a key long-term partner of our customers. Through these partnerships, we have developed deep ties with our customers’ key decision makers.

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We have a long track record of delivering quality service to MNOs through deeply integrated relationships. Our customers entrust us with this critical infrastructure in part due to our proven record. For example, in our African businesses, we had average power uptimes of 99.7% and average time to repair below two hours for the year ended December 31, 2021. In our African businesses, our innovative power availability solutions are a critical component of our quality service offering in our current markets, which lack a robust power grid.

We have a modern and efficient global operational management platform.  We have differentiated ourselves from our tower competitors over time through our advanced network operating centers, or NOCs, in our six African and Middle Eastern businesses, with bespoke remote monitoring at 88% of sites covered by these NOCs as of December 31, 2021 (with monitoring of almost all remaining sites through MNO network operating centers), site acquisition and maintenance teams, and a network of partners in the fields of security, power management equipment, site deployment / construction and diesel supply. Our NOCs operate 24 hours a day, seven days a week and monitor a variety of data sent from our Towers. Such data include access and gate status, diesel supply, usage and quality, cabinet temperature and overall power uptime, consumption and supply. We have demonstrated significant uptime improvement in the sites that we have purchased and enabled improved quality of service levels across our portfolio. Given the current operating environment in Latin America with limited service level agreement obligations (such as power uptime or average time to repair) to customers, our businesses in Brazil, Peru and Colombia generally do not require NOCs or remote monitoring services.

We have a track record of resilience to volatility.

We have a track record of growth during periods of macro-economic volatility, including in relation to foreign exchange rates. Despite the significant shortage of U.S. dollar liquidity in Nigeria in 2015 and 2016, Naira devaluations and the economic slowdown in Nigeria in 2017, 2018, 2019, 2020 and 2021, when real GDP growth was 0.8%, 1.9%, 2.3%, (1.9)% and 3.4%, respectively, our revenue and Segment Adjusted EBITDA for our Nigeria segment continued to grow during that same period. Revenue for our Nigeria segment increased 10.5%, 12.1% and 8.6% for the years ended December 31, 2021, 2020 and 2019, compared to the years ended December 31, 2020, 2019 and 2018, respectively, and Segment Adjusted EBITDA for our Nigeria segment increased by 11.7%, 25.5% and 14.2% over the same periods, despite the Naira depreciating from an average rate of ₦362 to $1.00 for the year ended December 31, 2018 to an average rate of ₦410 to $1.00 for the year ended December 31, 2021.

We have a disciplined capital allocation policy.  We employ a prudent approach to discretionary capital allocation. We have a strong focus on maintaining a healthy capital structure through a mix of debt and equity financing. As of December 31, 2021 we had $3.0 billion of debt and IFRS 16 lease liabilities and $916.5 million of cash on our balance sheet. We continue to maintain a prudent approach to leverage, which we believe provides us with strong flexibility to evaluate future investment opportunities and other potential capital allocation alternatives.

We have a founder-led, experienced management team with a differentiated operational skillset and track record, supported by committed, seasoned investors.

Our executive team is led by our founders and other seasoned senior executives with strong relevant experience.  Our founders remain in lead executive positions and are deeply involved in day-to-day operations, strategy and leadership. We have a highly experienced management team with a track record of delivering operational performance and strategic growth for our business. With a background in site construction, site management as well as site operation, our management team has experience across the full telecommunications infrastructure value chain. We have added to our leadership team over the years, and together, our management team has deep experience in both developed and emerging markets, towers, telecommunications, finance, governance and mergers and acquisitions. In addition to a strong executive management team, we have developed a seasoned team of in-country managers that help run the day-to-day operations, manage local relationships and expand effectively into new markets.

We have benefited from the consistent commitment of experienced, long-term investors that actively support our management.  Since our inception in 2001, we have established a rigorous framework, which includes a focus on corporate governance, ethics, environment and sustainability and risk management policies and a platform that combines the strong fundamentals of the towers business with attractive long-term growth potential. Our global shareholder base includes strategic and financial investors, such as African Infrastructure Investment Managers, Emerging Capital Partners, Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V., or FMO, Goldman Sachs, International Finance Corporation, or IFC, Investec, Korea Investment Corporation, MTN Group and Wendel, among others.

Our governance and control frameworks underpin our dedication to operational best practices.  We have implemented governance practices at the board of directors and executive levels, including committees focused on ethics

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and risk management. We have ten directors, seven of whom are independent directors, on our board of directors. We have also developed an ethical compliance framework aligned with converging best practice methodologies.

Our Strategy

Since our inception in 2001, we have established a reputation as a leader in the high growth, emerging market telecommunications infrastructure sector, servicing MNOs and ultimately the growing end-consumer market with critical telecommunications infrastructure, which also benefits the broader communities in our markets through enabling accelerated access to communications. Through the growth of 2G, 3G and 4G, we have helped the MNOs in our markets provide services to subscribers by owning, operating, sharing and constructing telecommunications infrastructure. We are pursuing the following key strategies to grow our cash flow and continue to take advantage of our competitive strengths:

Increase revenue, improve margins and grow cash flows by maximizing the use of our existing network infrastructure and driving organic growth through Colocation, Lease Amendments and New Sites or other telecommunications infrastructure

Our primary strategy is to expand our revenue-generating asset base and improve utilization on new and existing Towers and other telecommunications infrastructure. We aim to drive organic revenue growth and cash flow generation through Colocation, Lease Amendments, contractual lease fee escalations and New Site or other telecommunications infrastructure construction. In addition, we believe strong operating leverage and initiatives, such as selective decommissioning, will help us drive margins and increase cash flows. As our customers ready themselves for 5G roll-out, we believe existing services such as DAS, small cells and fiber services will likely increase in prevalence, and will become a core component to our growth thesis.

Seek attractive rates of return through disciplined organic and inorganic investment

We intend to continue investing capital at attractive rates of return. We pursue carefully selected strategies, including New Site or other telecommunications infrastructure construction and selective decommissioning, and have a strong track record of delivering value-enhancing incremental investments that have helped grow our asset base, secure our market leading positions and provide the scale and market share necessary to sustain our growth. We assess acquisition and investment opportunities in both existing and new markets using our (i) country attractiveness framework, (ii) strategic importance analysis and (iii) investment appraisal methodologies.

Within existing markets, we focus on growing our scale advantages by acquiring portfolios and other existing tower companies, which offer opportunity for operational improvements, potential synergy realization and potentially decommissioning opportunities, leading to potentially higher returns than comparable standalone investments. Additionally, we assess adjacent components of the telecommunications infrastructure value chain, such as fiber, to be able to offer more infrastructure services to our customers, generate incremental operating synergies across our assets and deliver potentially higher returns.

In new markets, we seek attractive telecommunications infrastructure opportunities with contractual agreements that aim to maximize returns on our investments. We also seek balanced telecommunications market dynamics with service and technology growth opportunities and demand for telecommunications infrastructure services. We consider markets attractive if we believe we can achieve significant scale, and even more so, if we can leverage relationships with multi-national MNOs with whom we may have existing relationships in other markets. If we deem a market attractive, we aim to apply our disciplined approach to acquisitions, establish a path to scale, gain market leadership within that country or more broadly within that region and diversify our overall portfolio by market and by customer. In contrast, we avoid markets which do not offer near-term chances for meaningful scale or ones that we do not believe have the right fundamental drivers to support our growth strategy.

In addition to acquiring tower portfolios or seeking to consolidate existing tower companies, we also see the potential for new and related services that will help enhance our value proposition to our customers, reduce their capital expenditure, stabilize their operating costs, help improve their quality of service and enable faster deployment of their networks. We expect to continue to generate cash flows from newly developed service propositions, such as fiber infrastructure services, where we see significant potential in our markets. We will continually consider opportunities to expand our offering beyond the current infrastructure services, which support MNOs in their intention to build 4G and 5G enabled networks of the future, notably with small cells in urban areas and DAS. We believe that there are opportunities to expand the types of infrastructure partnerships that we could form with our customers, such as investments in fiber networks, Internet-of-Things or edge

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computing, which could fall within our investment criteria, our infrastructure focus and our business model. We are committed to anticipating and responding to new technology trends and evolving customer needs.

Our investment appraisal of inorganic opportunities includes targeting long term revenue and Adjusted EBITDA growth rates and strong Adjusted EBITDA margins increasing cash flow generation over the long term. While these metrics, together with return metrics, form the basis of our investment appraisal, we also assess inorganic opportunities for individual strategic merit.

Continued focus on operational excellence, service delivery for customers and adopting an innovative approach to new technology

We plan to continue delivering high levels of performance to our customers in terms of site power availability, site access, equipment monitoring and servicing. We have done this consistently for years and we are increasingly leveraging new technology to expand the scope of how we monitor and improve the sites while reducing our dependence on diesel-powered generators. Our extensive use of alternative power solutions in our African markets helps reduce our operating costs and is more environmentally friendly given the reduction in diesel consumption that these solutions deliver. We will also look to leverage this expertise in other markets in which we operate where services such as power or site monitoring may be requested from customers in the future.

Continue improving our impact on our communities and on the environment

Our business model is inherently sustainable given we promote infrastructure sharing, drive connectivity across our markets and have invested in hybrid power solutions that reduce greenhouse gas (GHG) emissions. Additionally, we continuously aim to improve and develop our Sustainability strategy, which focuses on four pillars: (i) environment and climate change; (ii) education and economic growth; (iii) our people and communities; and (iv) ethics and governance. By supporting local schools, education initiatives, health clinics and wider programs, such as improving rural telephony, we seek to make a positive impact in the communities in which we operate and further contribute to the growth and development of our markets.

Having become a Signatory of the UN Global Compact in 2020, we are expected to produce an annual ‘Communication on Progress (CoP)’ covering how we are supporting the Compact’s ten principles in areas such as human rights, labor standards, the environment and anti-corruption, and our 2020 Sustainability Report serves as our first CoP. We believe that our sustainability programs contribute to nine of the 17 United Nations Sustainable Development Goals, or UN SDGs. Each of these goals feeds into our four-pillar sustainability strategy, which guides our everyday performance and underpins our business. We have been active in our communities throughout the COVID-19 pandemic, working in conjunction with organizations such as UNICEF, the Nigerian Red Cross and the Nigeria Center for Disease Control, delivering hundreds of thousands of items of personal protective equipment and testing kits, as well as by donating funds.

The success of our Sustainability strategy has also been recognized externally. In 2021, IHS Nigeria was recognized for the third year running at the Sustainability, Enterprise and Responsibility Awards, winning in the Best Company in Rural Integration and, in the Education Intervention category. At the Nigeria Innovation and Tech Awards 2021, IHS Nigeria was also recognized in two categories: Innovative Tower Company and Telecom Infrastructure Company for the essential service it delivers to the Nigerian people.

We are committed to supporting the professional development of all our employees. Our aim is to enable them to build the skills and knowledge required to enhance their careers at IHS. In support of this, in 2017, we launched the IHS Academy, an online training portal which, as of December 31, 2021, had more than 9,800 training items available including e-learning courses, videos, how-to guides and other training materials across a variety of areas including professional skills, personal development skills, management, leadership and teamworking skills, as well as a selection of health, safety, environment and compliance courses. In 2021, our employees completed 51,371 e-learning items, which in combination with our compliance training modules, resulted in 27,682 hours of training.

Our Tower Portfolio

Size of portfolio   As of December 31, 2021, we had a portfolio of 29,139 owned Towers and 1,904 Towers that we operate under MLL agreements totaling 31,043 Towers owned and operated. With 46,414 Tenants as of December 31, 2021, we had a Colocation Rate of 1.50 x. Additionally, as of December 31, 2021, we had 27,124 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 independent tower companies, namely HTN Towers, CSS, Skysites and Centennial.

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In connection with the acquisition of multiple portfolios of Towers, we have also “rationalized” our portfolio where we have multiple Towers in close proximity to each other. 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. 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.

The following table shows the growth 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:

	As of
	December 31,
	2016	2017	2018	2019	2020	2021
Towers
Total (Owned & Operated)	22,425	22,861	23,863	24,076	27,807	31,043
Acquired in period	925	—	—	—	3,474	2,179
Built in period	743	670	1,172	305	362	1,348

In addition to the foregoing owned and operated Towers, we also manage and operate approximately 265  Towers in Kuwait under a Managed Services agreement as part of the Kuwait Acquisition. These Towers are currently owned by Zain Kuwait, and we expect ownership of such Towers to be transferred to us following completion of the necessary documentation and subject to satisfaction of customary conditions.

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. 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 46,414 Tenants as of December 31, 2021, we had a Colocation Rate of 1.50x.

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). Colocation is attractive to our customers, as it provides them with shorter deployment times for their equipment compared to New Site construction arrangements.

The following table shows the number of Tenants in our portfolio and our Colocation Rate as of the dates indicated:

	As of
	December 31,
	2016	2017	2018	2019	2020	2021
Tenants
Key Customers	29,603	30,734	32,690	34,092	38,739	42,843
Other Customers	4,449	3,525	3,611	3,560	4,125	3,571
Total	34,052	34,259	36,301	37,652	42,864	46,414
Colocation Rate	1.52x	1.50x	1.52x	1.56x	1.54x	1.50x

We review and analyze the performance of our Colocation Rate trends for Towers built or acquired in different periods. As of December 31, 2021, our tower vintages up to 2012 had an average Colocation Rate of 2.17x, while our more recent portfolios ranged from 1.27x to 1.63x. This metric can be affected by recent acquisitions and consistent New Site programs, each of which reduce the overall Colocation Rate and make total portfolio comparisons less meaningful. However, we believe the relatively low Colocation Rate provides strong growth potential going forward. The table below shows our

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Colocation Rate, as of December 31, 2021, for Towers acquired or built during different periods (with towers acquired through company acquisitions captured in the year the relevant company deployed those sites):

		Colocation Rate
	Number of Sites	As of December 31,
Period	Acquired / Built	2021
Up to 2012	1,483	2.17x
2013 — 2014	12,907	1.63x
2015 — 2016	9,875	1.44x
2017 — 2019	3,503	1.27x
2020 — 2021	3,275	1.08x
Total	31,043	1.50x

The Colocation Rate of our Towers is a key indicator of portfolio maturity and operational efficiency.

Lease Amendments

In addition to Colocation, we also continue to benefit from Lease Amendments as our existing Tenants roll out new technologies on their existing sites, which includes the deployment of 3G, 4G/LTE and potentially 5G technologies. As of December 31, 2021, our customers had deployed over 27,124 Lease Amendments to Towers across our footprint. 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. 62% and 8%, respectively in Nigeria as of December 31, 2020), the majority of the Lease Amendments that we have added thus far are for 3G equipment added to a Tower for existing Tenants.

The following table shows the number of Lease Amendments in our portfolio as of the dates indicated:

	As of
	December 31,
Lease Amendments	2015	2016	2017	2018	2019	2020	2021
Total	—	—	5,762	9,983	13,604	17,983	27,124

Tower Specifications

The following diagram illustrates the standard facilities located on our typical ground-based tower sites in our African and Middle East markets:

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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 telecommunications 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. The site land is generally leased from a land owner or purchased by us. See “— Real Property Leases.” In Latin America, the supply of power is typically the responsibility of the operators, who have either a grid connection or their own power supply for the site.

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. The substantial majority of our Towers are self-supporting lattice Towers that can support a large number of antennae and 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. 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. 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. As of December 31, 2021, 61% of our Towers were between 30 and 60 meters in height, and 26% of our Towers were smaller than 30 meters, including 9% 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. As of December 31, 2021, 11% of our Towers are between 60 and 75 meters, and 3% are taller than 75 meters. As of December 31, 2021, the average age of Towers in our portfolio based on our date of integration was 6.2 years.

Operations

Our core business provides shared telecommunications infrastructure services to MNOs, including power management, to ensure uninterrupted operation of customers’ transmission equipment. 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 to existing Tenants on Towers for the installation of additional equipment through Lease Amendments. We commission New Sites for construction to the MNOs’ specifications and lease space on those newly built Towers. We also provide customers with the required power for their equipment.

Colocation

Colocation is at the core of our business model as it allows us to leverage existing Towers to grow revenues 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.

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. 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. 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.

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● Subsequent invoicing depends upon the particular MLA, and in most cases occurs monthly or quarterly in advance.

Lease Amendments

In addition to Colocation, we drive our revenue and operating margins by leasing additional space or equipment or providing certain ancillary services to existing Tenants on sites through Lease Amendments. For example, an existing Tenant may choose to deploy an additional technology, such as 3G, 4G/LTE or potentially 5G technology at the same site the Tenant is leasing, or an existing Tenant may seek to connect fiber to the Tower, which requires the provision of additional power for that connection.

Our customers utilize different technologies, though active GSM technologies comprise the most prevalent type of technology on our Towers to date. Data demands continue to be a key factor in our markets and certain large MNOs have recently announced plans to launch, or have already begun deploying 4G/LTE networks. In the future 5G networks are also expected to be deployed. These technologies require increased density for Towers and equipment, increasing the need for additional points of service and amplifying the need for Colocation.

As subscriber density increases, tower operators deploy additional infill sites to deliver further capacity to areas of demand. This densification of the network is driven further by the deployment of 3G and 4G services, which are typically carried over higher frequency spectrum bands. This is also the case for 5G services which may be provided in the future. The cell-sizes for these higher frequency bands are much smaller than, for example, a GSM 900 MHz cell, but the capacity that is delivered over a similar area is much higher and can therefore support high subscriber density and deliver higher voice and data traffic. The recent deployment of 3G/4G in lower frequency bands does not negate the need for densification, as it allows 3G and 4G coverage to be extended into more rural areas similar to 2G coverage. We expect MNOs in our markets to continue to service 2G, 3G and 4G technologies for many more years.

New Sites

We believe that the timely deployment of New Sites, which includes site acquisition, construction and structural and electrical engineering, has been a critical component in obtaining and completing site orders. We have extensive experience in deploying over 7,600 New Sites and have been a major provider to the market in New Sites since 2011. The average cost to build a typical macro New Site is in the range of $75,000 to $100,000 in our African and Middle Eastern businesses, and in the range of $40,000 to $60,000 in Latin America.

New Sites constructed consist primarily of ground-based towers, but can also include in-building solutions, rooftop and wall-mounted towers and cells-on-wheels. For New Sites, we retain ownership as well as the exclusive right to colocate additional Tenants on the tower. These New Sites always begin operations with at least a single tenant, with Colocation and Lease Amendments expected at future dates. We seek to construct New Sites only in locations where Key Customers are committed to be the initial tenant with optimal additional Colocation capacity, and therefore generally aim to only build Towers for customers in locations that have the potential to attract other customers. We strive to realize the operating leverage inherent in the tower business by leasing up the New Sites with additional tenancies. In Africa and the Middle East, we aim to construct New Sites with the appropriate power systems for their location, which may include hybrid batteries and solar systems. See “— Power and Power Management.” Given the operating model in Latin America, power systems are less relevant in these markets where the provision of power is a responsibility of the customer.

The entire process from receipt of work order to completion of New Site construction typically takes approximately 90 to 125 days. The actual time taken and the detailed steps followed can vary depending on the country, customer, the location of the specific site and issues, if any, identified during the site acquisition process.

A typical New Site process, including additional value-added services, involves the following steps:

● A new customer will sign an MLA, or have an existing MLA with the relevant optionality to roll-out New Sites, and inform the marketing unit that it requires a New Site in a certain location (usually a location within a 200 meter radius of a precise coordinate, referred to as a search ring).

● Mapping specialists select the most suitable sites based on a number of factors, including (i) the proximity to central coordinates provided by the customer, (ii) appropriate terrain most suited to broadcasting of uninterrupted signals, (iii) which sites provide the most attractive property lease or purchase terms, with a preference for purchasing the land, (iv) which sites have the highest potential to be approved for aviation and environmental

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permits in the shortest time frame and (v) which sites may be the most viable location for additional Tenants. Final sites selected are submitted to the customer or to our site acquisition department pursuant to the customer’s request.

● Once a location is accepted by the customer, we negotiate and enter into either (i) a long-term ground lease pursuant to which we acquire a leasehold interest in the property, (ii) a contract of sale pursuant to which we acquire title to the property, (iii) an easement agreement pursuant to which we acquire an easement over the property, or (iv) an option to purchase or lease the property in the future. Concurrent with the negotiation of appropriate property rights, we obtain a title report on the site, conduct a survey of the site, perform soil analysis of the site and obtain an environmental survey of the site (if relevant). The resultant plan is then submitted to the relevant regulatory authority for approval. We also obtain land use permits necessary to commence construction on the site or install equipment on the site.

● Upon the customer’s acceptance of the completion of the tower construction, under certain MLAs, a separate SLA is then signed for the commissioning of the individual site, which incorporates the provisions of the MLA.

The accrual of the lease and maintenance fees generally starts at the time of the customer’s acceptance of the completion of the tower construction. Subsequent invoicing depends on the particular MLA but generally commences within 30 days of the customer’s acceptance or delivery of the site.

Decommissioning sites

Historically, we have grown our portfolio through constructing New Sites, along with the acquisition of site portfolios from HTN Towers and MNOs. As a result of acquisitions of multiple tower portfolios in the same markets, we often have multiple Towers in close proximity to each other. If it is economically and commercially viable to do so, and if agreed to by the tenant, we migrate Tenants from one Tower onto a nearby Tower as additional Colocation and then decommission the empty site. While the decommissioning of Towers offsets our overall growth in the number of Towers, it allows us to eliminate duplicative 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. We aim to continue working with our customers to determine if we can improve our service offerings through further decommissioning.

Site management and maintenance

We deploy a combination of in-house personnel and third-party contractors to manage and maintain our Towers. In-house personnel are responsible for oversight and supervision of all aspects of preventative and corrective maintenance and site management, including managing the operational aspects of customer relationships, managing structural engineering and tower capacity issues, ensuring proper signage, and supervision of independent contractors. We engage numerous suppliers to provide various services in connection with site acquisition, construction, access management, security and preventative and corrective maintenance of tower sites, as well as the supply of diesel to certain of our sites. As of December 31, 2021, we had entered into outsourcing arrangements for certain services in respect of 71% of our sites.

For example, we have outsourced power management, refurbishment, operations and maintenance and security functions at some of our sites to third-party contractors. These power management functions include the supply of diesel to certain sites and deployment of alternative power technologies that we configure and design, such as hybrid and solar power technologies, on certain sites, to help reduce diesel consumption to a contracted volume. Third-party contractors providing material operational services are subject to strict contractual execution targets for both financial and operational performance. By entering into these agreements, we are able to ensure the proper functioning of our sites and fix our costs by setting maximum costs per site (subject to typical inflation escalation) with the third-party contractor providing the services. In addition to the service level agreements that need to be maintained, outsourcing to contractors allows us to budget more effectively.

Site maintenance and management activities include:

Site monitoring and control

Our NOCs are 24-hour fully operational management centers from which our personnel monitor and control the tower sites from a central location. Remote monitoring systems allow us to better monitor, regulate and control site conditions, including, among other things, site AC, DC, load, power consumption per tenant, diesel usage and tank levels, environmental alarms (shelter temperatures, smoke detectors, etc.) and remote access control. We have remote monitoring systems installed in

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six of our nine markets covering 88% of our sites within these six countries (with monitoring of almost all remaining sites through MNO network operating centers). Our NOCs are operated 24 hours a day, seven days a week and monitor a variety of data sent from our Towers. Such data includes access and gate status, diesel supply, usage and quality, cabinet temperature and overall power uptime, consumption and supply. Given the current operating environment in Latin America and no provision of service levels to customers, our businesses in Brazil, Peru and Colombia do not require NOCs.

The activities conducted in the NOCs ensure that we provide our customers with quality service and uptimes. We have averaged a power uptime of 99.7% across our tower portfolio in our African markets for the year ended December 31, 2021, with an average mean time to repair of under two hours for the year ended December 31, 2021.

Security

The protection of our sites is key to ensuring the sustainability of our business. We ensure that our Towers generally have fencing and security lights and, where relevant, such as in our African markets, our sites are guarded by outsourced security guards. We apply rigorous access control policies at the sites and require each visitor to be pre-approved with customer representatives. Our remote monitoring systems also allow us to track all access to restricted areas on the sites.

Power and Power Management

The reliability of main grid electricity varies considerably across our footprint and determines, along with the requirements of any one site, the most appropriate power system for that site. Specifically in our African markets where there can be a lack of reliable main grid electricity supply, we currently source a substantial amount of our power needs for daily operations from a combination of diesel generators, solar panels, and deep cycle batteries. As of December 31, 2021, 42% of our sites in our African markets were powered with hybrid power systems (a combination of diesel generators with solar and / or battery systems), 28% with only generators, 24% with grid connectivity and back-up generators, with the remaining 7% powered through only grid connectivity or solar power and other systems. As of December 31, 2021, 8,829 of sites in Africa had solar power solutions, representing 36% of our Towers in Africa. In Latin America and Kuwait our sites are typically powered by the grid solutions, with back-up power systems in certain instances. We, or third-party contractors we have engaged for certain sites, are responsible for monitoring the diesel levels of our generator tanks and scheduling diesel deliveries. Given the importance of diesel for the operation of our sites in many of our African markets, we may purchase diesel in large quantities, which is then stored at our facilities.

To address the costs associated with diesel generator usage and maintenance in our African markets, we introduced hybrid battery power systems, which involve alternating between power storage sources, such as batteries (VRLA and lithium ion) and diesel generators. On certain sites, we have also switched from using 3-phase AC generators to DC generators or single phase generators, which consume less diesel. We have also begun deploying hybrid solar power systems on certain sites.

We continuously evaluate innovative power management technologies and solutions, including more efficient generators, hybrid battery systems and solar systems. We outsource certain services, including power management and site maintenance for our sites, which includes over 9,000 sites in Nigeria where we have deployed hybrid power systems. These systems use batteries and/or solar power systems, along with traditional generators, to reduce fuel costs and create a more consistent energy supply to increase network uptime for our customers. In Nigeria, the deployment of these power management solutions resulted in, on average, an approximately 50% reduction in diesel consumption per tower at the time of deployment on the more than 7,400 sites where we have deployed hybrid power solutions that include solar power.

Given the reliable grid connectivity and power pass through nature of most customer contracts in Kuwait and our Latin American markets, power management is less of a focus in these markets.

Replacement of power systems in cycles forms a significant part of our annual maintenance capital expenditures, which are in the range of $2,000 to $7,000 per Tower per year in our African and Middle Eastern businesses. Given the different power environment in our Latin America business, annual maintenance capital expenditures are currently less than $500 per tower per year.

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Fiber Services

In certain of our markets, we have begun providing certain fiber services, including the deployment and operation of fiber access networks and infrastructure. In Brazil, through our I-Systems subsidiary, we deploy and operate a fiber infrastructure that is primarily rented back to TIM Brasil for its provision of residential broadband services to consumers, which is referred to as a Fiber-to-the-Home (“FTTH”) network. I-Systems is responsible for the deployment of the relevant fiber node as well as the secondary fiber network connected to that node, including the fiber drop at a consumer’s premise. I-Systems is also responsible for the ongoing management and maintenance of that fiber network. In certain of our African markets, we also provide Fiber-to-the-Tower services, where we deploy fiber to towers that we own or operate.

Customer Lease Agreements

We lease space on Towers to our customers pursuant to a combination of MLAs, which provide the commercial terms governing the lease of tower space, MLL agreements, and individual SLAs, where relevant, which act as an appendix to the relevant MLA, and include site-specific terms for each relevant tower.

Customer lease agreements, whether long-term lease agreements, master tower space use agreements or other MLAs such as Managed with License to Lease Agreements, or MLLs, are the principal agreement between the customer and us. These govern the ongoing and long-term customer relationship and provide the commercial terms governing the lease of tower space. As of December 31, 2021, the average remaining length of our MLAs was 6.0 years. An MLA typically has an initial term of 5 to 15 years and will stay in effect until the parties renew or sign a new tower lease agreement. When we acquire portfolios of towers or construct towers for customers in new markets, we typically sign an MLA with a minimum duration of 10 years. A number of the MLAs with our customers are deemed automatically renewed if not cancelled by the stated expiration date. The material commercial terms of our MLAs are typical for the tower infrastructure industry in our markets and include contractual provisions setting out, among other things, pricing, renewal clauses, termination clauses, inflation-linked price escalations and, in certain cases, provisions designed to mitigate foreign exchange risk.

In addition to the other types of MLA described above, we also operate sites owned by an MNO through Managed with License to Lease Agreements. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for us. The site owner reduces its operating costs, eliminates capital expenditures and frees up management time.

Our MLL agreements typically have a term of 15 years with a five-year renewal period. Our two current MLL Agreements also grant the Tenant the option to withdraw from five sites per year, not to exceed 50 sites across the full term, and provided there is no other Tenant on each site. As of December 31, 2021, the average remaining duration of our two MLL agreements was 6.2 years and the total number of Tenants on sites operated under MLL agreements is approximately 3,413.

The table below outlines collectively the typical key contract terms of our customer lease agreements with our Key Customers as of December 31, 2021:

		Remaining
		Duration
		of
		Current	Extension
Country	Duration of MLA	Term	Option
Nigeria	5 – 15 years	6.7 years	5 years extendable terms
Côte d’Ivoire	10 – 15 years	3.7 years	5 years extendable terms
Cameroon	10 – 15 years	3.7 years	5 years extendable terms
Zambia	10 years	2.9 years	3 – 5 years extendable terms
Rwanda	10 years	4.1 years	3 – 5 years extendable terms
Kuwait	10 years	8.1 years	5 years extendable term
Brazil, Peru and Colombia*	5 – 20 years	7.4 years	5 – 20 years on a site by site basis

* Includes I-Systems, with remaining MLA term weighted by OLTs

For the year ended December 31, 2021, 48% of our revenues were linked to the U.S. dollar, 15% of our revenues were linked to the euro and 5% of our revenues were linked to the cost of diesel. However, the manner in which these revenues are linked differs by lease agreement. The U.S. dollar-linked contracts with U.S. dollar revenue components typically have

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a formula for determining the U.S. dollar to local currency exchange rate over a period of time. For example, for the majority of MLAs in Nigeria, the U.S. dollar component of the monthly lease fee is converted to Naira for settlement at a fixed conversion rate for a stated period of time. The conversion rate in such MLAs is reset after a period of three months, six months or a maximum of 12 months. Of our 48% of revenues linked to the U.S. dollar for the year ended December 31, 2021, 3% reset on a monthly basis, 78% reset on a quarterly basis, 3% reset on a semi-annual basis and 16% reset on an annual basis. While we reached agreement in 2020 with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which has typically been aligned to the NAFEX rate), historically, the conversion rates included in some of our MLAs was different to the rates at which our financial results have been translated into U.S. dollars for reporting purposes. For example, as described under Item 3.D. “Risk Factors — Risk Relating to our Business — 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 that resulted in the conversion rates for our MLAs for our Nigerian operations to be different from the rates at which our financial results were translated into U.S. dollars for reporting purposes. As of January 1, 2018, our financial results in Nigeria are translated into U.S. dollars based on the NAFEX rate, which differed from the rates included in some of our MLAs until the recent amendments to the contracts with certain of our Key Customers in Nigeria to update the reference exchange rates therein to the prevailing market rate available on Bloomberg. Certain of our other contracts, such as in Côte d’Ivoire and Cameroon, are linked to foreign currencies such as the euro because they are based on local currencies that are “pegged” to such foreign currencies. In Kuwait and Latin America, our MLAs are based on local currency pricing with no direct foreign exchange link or conversion mechanism. See also Item 3.D. “Risk Factors — Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material.”

We also benefit from power indexation clauses in some of our MLAs, which provide pass-through provisions in relation to increased diesel prices. These provisions help us mitigate exposure to volatility in diesel prices. For example, in certain MLAs where there is a certain percentage increase or decrease in the per liter price of diesel above or below an agreed base price, such percentage increase or decrease is also applied to a portion of the full monthly lease fee. For the year ended December 31, 2021, 5% of revenue was linked to the cost of diesel through power indexation clauses.

Except for certain material events of default, our MLAs may only be terminated prior to the agreed termination date according to the agreed notice period. As a result, we believe that revenue earned from lease fees provide a highly visible and recurring revenue stream. As of December 31, 2021, the average remaining length of our MLAs was 6.0 years, with an average remaining lease term of 7.3 years.

We expect that our MLAs and MLLs will generally experience a high renewal rate because (i) the locations of many of the Towers are critical to the efficient and cost effective operation of the Tenants’ telecommunications networks, (ii) there are cost and time implications to our customers associated with re-configuring antenna equipment across multiple towers when relocating, (iii) there is often a lack of alternative sites and other operators within a required proximity, and (iv) there are site acquisition, regulatory compliance issues and other barriers associated with the construction of New Sites and the relocation of antenna equipment.

Site Lease Agreements

In addition to the MLA, where a customer requests new space for additional Colocation or New Sites, pursuant to some of our existing MLAs, we sometimes also enter into one or more SLAs with that customer, which include certain site-specific arrangements. The tenure of an SLA varies between 5 and 10 years depending on the length of the underlying MLA and typically includes renewal clauses based on certain agreed conditions. The material commercial terms will be agreed in the relevant MLA, with the SLA including site-specific terms such as equipment loading.

Renewals of SLAs are generally linked to the extension of the term of the related MLA.

Lease Fees

Lease fees for the services we provide are normally invoiced to Tenants in advance or arrears on a monthly or quarterly basis. The average lease fee received from a new tenant is generally fixed for the initial term of the MLA or MLL, which generally include an annual inflation-linked escalation, and cover:

● Power requirements;

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● Amount of ground and tower space that the Tenants’ equipment and specifications require, including the size of the tenant’s antenna equipment located on the tower and the ground space necessary for the tenant’s electronic and other equipment related to the antenna; and

● Site location.

For certain customers, we also charge lease fees on the basis of the type of technology employed by the customer, which includes a defined amount of space and power as necessary for such technology. In most cases, additional fees may be invoiced if such customers require additional space and/or power in excess of these specifications, subject to the terms of the relevant MLA.

Managed Services

For sites that we do not own but operate on behalf of another party, such as an MNO, we provide Managed Services. Managed Services include providing all aspects of preventative and corrective maintenance and site management. We provide our customers with Managed Services through a combination of in-house personnel and third-party contractors.

In Kuwait, until the necessary documentation for the transfer of approximately 265 sites are available and we accept such sites, these sites are operated and managed by us under a Managed Services agreement. Once transferred, these sites will fall under the scope of the MLA signed with Zain Kuwait.

Real Property Leases

Most of our sites are located on real property which has been leased to us by individual landowners under ground lease agreements. As of December 31, 2021, approximately 87% of our Towers were on leased property. See Item 4.D. “Property, Plants and Equipment.” Most of our real property leases have durations of 3 to 15 years, and in Kuwait a certain number of our leases with local cooperatives tend to be for one year. The table below shows the number of sites we lease for our Towers and the average lease duration, by country, as of December 31, 2021.

		Average
	Number of	remaining
	leases	duration
Nigeria	14,159	8.0
Côte d’Ivoire	2,637	2.3
Cameroon	1,617	3.7
Zambia	1,497	5.4
Rwanda	990	6.1
Kuwait	1,235	2.0
Brazil, Peru and Colombia	4,852	13.4
Total	26,987	7.7

The ground lease contracts that we enter into vary across our markets in terms of the contract structure, tenor and payment frequency. In most of the African markets in which we operate, ground lease fees are generally paid in advance, for a one, five, or ten-year portion of the overall duration of the lease, with typically pre-agreed lease fee increases of between 5% and 40% for each subsequent three, five or ten-year period. Since advance payments for ground lease fees typically represent a substantial rental yield for the landlord, in our experience, ground leases are, in most cases, not difficult to obtain or renew. In our Latin American businesses, the lease costs are typically paid monthly in arrear and passed through to the customers. Our ground leases are typically renewed between three and 12 months prior to expiration. Since the beginning of 2019, we have had approximately 100 leases that have been terminated by the landlord. If terminated by the landlord, the unearned portion of the rent is typically reimbursed to us. In the last few years, we have sought to purchase the freehold interest in the tower site land rather than maintain the lease interest. As of December 31, 2021, we own the land for 10% of our sites.

Sales and Marketing

We aim to generate additional Colocation and Lease Amendments through actively promoting tower sharing in our markets. We offer the largest portfolios in the countries in which we operate and use our experience and expertise to enable our customers to broaden their range of network leasing options. Our sales and marketing team is in regular discussions with

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customers to identify whether the existing Towers can fulfill new tenancy demand, or if the customers may require a New Site. In many cases, customers prefer a Colocation option due to a faster time-to-market advantage. However, our expertise in site acquisition, construction, and structural and electrical engineering, as well as regulatory compliance, has been a critical component in obtaining and completing New Site orders on time and within budget.

Our sales and marketing department has the following responsibilities:

(i) New business development, focusing on maximizing Colocation, Lease Amendments and New Site opportunities based on the customer’s roll out plans;

(ii) Maintaining and growing business relationships with existing Tenants;

(iii) Collecting feedback regarding the quality of the service and providing prompt assistance in order to maintain the customer’s satisfaction;

(iv) Negotiating commercial contracts, including lease fees, with customers on competitive terms and ensuring accurate billing and timely collection; and

(v) Processing customers’ acceptance of sites and examining the creditworthiness of new customers.

Customers

Our main customers in each country of operations are leading MNOs in that country. In addition, and to a much smaller extent, we lease space on our Towers to customers providing wireless broadband and data services, to broadcasting companies that use tower infrastructure in the broadcast of television signals, to transmission companies that provide transmission connectivity services and to corporates for the provision of enterprise connectivity. See Item 3.D. “Risk Factors — Risks Relating to Our Business — A significant portion of our revenue is derived from a small number of MNOs. 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.”

The following table sets forth our number of Tenants per country, as of December 31, 2021.

	As of December 31, 2021
	Number of Key	Number of	Key Customers
	Customer	Total	Percentage
	Tenants	Tenants	of Total
Nigeria	24,267	25,621	95	%
Côte d’Ivoire	4,238	4,750	89	%
Cameroon	3,341	3,344	100	%
Zambia	2,405	2,799	86	%
Rwanda	1,849	2,523	73	%
Kuwait	1,402	1,416	99	%
Brazil, Peru and Colombia	5,341	5,961	90	%
Total	42,843	46,414	92	%

As of December 31, 2021, Key Customer Tenants accounted for 92% of our tenant base, with other customer Tenants accounting for the other 8%.

Churn

Churn refers to the loss of tenancies when services provided by us are terminated, a tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer’s contract. For example, a tenant may Churn if the MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company. Other than a customer churning at the end of the term of its MLA or SLA, our MLAs generally contain limited termination clauses. Certain of our customer agreements also contain a contractual right to Churn a limited number of sites each year without penalty. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn.

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We experienced Churn in the years ended December 31, 2019, 2020 and 2021, of 305, 381 and 1,283 Tenants, respectively. The Churn that we have historically experienced from our Key Customers has been limited.

Competition

We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as the Middle East and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing 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 compete with other global tower companies, both for new business and for the acquisition of assets.

For example, in 2014, certain MNOs, including MTN Nigeria, Airtel Nigeria and Etisalat Nigeria (now known as 9mobile) concluded sale and lease back transactions of their previously owned site portfolios in Nigeria.

These transactions led to the emergence of ATC as the other major independent tower company in Nigeria, with a site portfolio of approximately 5,400 towers following the acquisition. ATC is our primary competitor in Nigeria and Africa. We are the market leader in Africa by tower count with 24,732 towers as of December 31, 2021, compared to ATC with 22,165 towers and SBA Communications with approximately 1,000 towers as of December 31, 2021 and Helios Towers Plc with 8,765 towers as of September 30 2021. In Brazil, the competitive landscape is wider with ATC and SBA owning approximately 23,000 and 10,000 towers, respectively, and numerous smaller tower companies of similar size or smaller to the CSS business we acquired. The Brazilian competitive landscape presents opportunities for consolidation. We also compete to a lesser extent with telecommunications operators who have retained their own towers and continue to manage them and make them available for colocation. In certain circumstances, we also compete with owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers. In addition, there may be increased competition in the future from other independent tower companies operating in, or that may enter, our markets. In particular, we may face competition in Latin America from other telecommunication operators who may have a substantially larger site portfolio or have operated in the region for a longer period of time than we have.

In relation to building New Sites, in Africa we have typically been the only company that is building for our major customers. In Brazil, New Sites forms a key part of our organic growth strategy and prior to the CSS Acquisition, the CSS business was a market leader in New Site volumes. For further information regarding the competitive landscape of the tower industry and related risks, please refer to Item 3.D. “Risk Factors — Risks Relating to Our Business — Increased competition in the tower infrastructure industry may materially and adversely affect our business.”

Permits and Regulation

Overview

We are subject to regulatory requirements relating to licensing and registration in most of the countries in which we operate. The regulations and procedures guiding the operation, location and leasing of telecommunications towers are generally drawn from national, state and local legislation, regulations and administrative consents from the relevant government or governmental authorities in each jurisdiction in which we operate.

In each relevant jurisdiction, specific consents and/or permits are required to erect and own masts and towers. These consents generally relate to building or construction permits, property or land use permits, environmental permits and aviation clearance permits. As we continue to expand our offering to include 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). Non-compliance with applicable regulatory requirements, licenses, consents and permits may lead to shut down and/or decommissioning orders relating to the sites and/or monetary fines and/or an inability to continue our business or pursue new business lines or investments.

License to operate

Most of the jurisdictions in which we currently operate have a license or authorization regime to operate a passive telecommunications infrastructure business. Where applicable, licenses or authorizations are issued by the relevant national

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regulator which regulates our operations in such country. A summary of some of these key licenses and/or authorizations is as follows:

● Cameroon. The Ministry of Posts and Telecommunications (Ministere des Postes et Telecommunications) issued a five-year renewable license to IHS Cameroon from November 2017.

● Côte d’Ivoire. While the licensing regime for the passive telecommunications infrastructure sector is currently in the process of being finalized by the government, IHS Côte d’Ivoire operates under a General Authorization (Autorisation Générale) issued for two years by ARTCI. On July 27, 2021 we received a notification letter from ARTCI confirming their decision to renew our General Authorization for two years, pending the issuance of a final signed decree (the “ARTCI Decision Renewal”). As of the date of this Annual Report, we have not received the signed decree or definitive General Authorization. The ARTCI Decision Renewal allows us to continue to operate even after the expiration of the existing authorization in June 2021 whilst we wait for delivery of definitive General Authorization.

● Nigeria. The NCC has issued Infrastructure Sharing and Colocation Licenses to each of IHS Nigeria Limited, INT Towers Limited and IHS Towers NG Limited. Each such license is granted for a period of 10 years and is renewable at its expiration for a subsequent period of 10 years. The NCC has also issued a Unified Access Service Licence to Global Independent Connect Limited for a period of 15 years, which is renewable at its expiration for a subsequent period of 15 years. None of our operating subsidiaries’ licenses are due for renewal before December 2024.

● Rwanda. The Rwanda Utilities Regulatory Authority, or RURA, has issued a license to each of our Rwanda operating entities. These licenses are valid for an initial period of 15 years and each license can be renewed for successive five year periods.

● Zambia. ZICTA has issued a Network (National) License to IHS Zambia, which is valid for an initial period of 15 years and can be renewed for subsequent periods of 10 years after the expiration of its initial term.

● Kuwait. IHS Kuwait Limited operates under (1) a commercial license issued by the Kuwait Ministry of Commerce and Industry valid until July 8, 2023; (2) an investment license issued by the Kuwait Direct Investment Promotion Authority valid until July 8, 2023; and (3) an operational license issued by the Communication and Information Technology Regulatory Authority valid until July 7, 2034.

● Egypt. The National Telecom Regulatory Authority (“NTRA”) has issued IHS Egypt a license to construct, operate and lease wireless communication towers within the Arab Republic of Egypt in accordance with the rules, conditions and specifications specified in the regulatory framework issued by NTRA in 2020. The license is valid for an initial period of 15 years from October 2021 and can be renewed for subsequent periods of 10 years after the expiration of its initial term (or any renewed term) upon a written request submitted by the licensee to the NTRA at least three years before the end of the original license period or any renewed periods thereof.

● Brazil. Tower operators do not require any tower company specific license, authorizations, registrations, notifications and consents issued by the Brazilian regulatory authorities. All providers of multimedia communications services (Serviço de Comunicação Multimídia), which includes providers of fiber connectivity, are required to have a license issued by Anatel (Licença SCM — Serviço de Comunicação Multimídia) in order to operate in Brazil. I-Systems holds the required license.

● Colombia. Our Colombian entities do not require any tower company specific license.

● Peru. Our Peruvian entity holds an infrastructure provider registration certificate issued by the Peruvian Ministry of Communications which permits us to provide tower space to MNOs. It was renewed in July 2021 for an indefinite term.

Land Use

In most of the countries in which we operate, a building permit from the relevant public authority, such as the municipality or local district, is sufficient for building a telecommunications tower. The number of permits, payments and consents relating to land usage tends to be higher in Nigeria and Brazil, largely due to the administrative structure of the Nigerian government (generally divided between federal, state and local government authorities). In Rwanda, RURA operates as the single

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provider of all relevant permits and grants any relevant building permit relating to sites after permissions or non-objections have been received from local and environmental authorities.

Consequences for failure to obtain building or construction permits may include a requirement to dismantle a tower which, in some areas, such as Lagos state in Nigeria, may be at the expense of the owner of the tower.

In addition to the permits and authorizations referred to above, we must enter into agreements relating to the right of land usage for each site on which a tower is located. This can take the form of a lease agreement, a concession agreement or title documentation for those sites where we have acquired the underlying land. In some countries, such as Cameroon, Côte d’Ivoire and Nigeria, a lease agreement needs to be registered with the relevant authorities. See “— Real Property Leases.”

Civil Aviation

Aviation regulations may apply to the building and operation of towers. While in the majority of cases, aviation regulations provide for a one-off clearance by the respective civil aviation authority prior to the construction of a site located in the vicinity of an airport, the Nigerian Civil Aviation Authority has a broader remit and requires a yearly renewal approval certificate in addition to prior consent before the construction of towers and masts installed within 15 kilometers of any airport, or within the proximity of helicopter pads and their approaches.

The Brazilian Civil Aviation Authority requires tower sites to obtain an approval certificate that must be renewed yearly. The Civil Aviation regulation in our other countries of operation typically encompasses an obligation to provide security lighting on towers and/or to paint them a certain color.

Others

In most of the countries where we operate, zoning restrictions and certain other restrictions may apply to tower construction. Any applicable radius requirements will largely depend on whether the construction is in an urban or rural area, and sometimes on the height of the structure. For example, in Nigeria, towers in excess of 55 meters in height may not be built within a one kilometer radius of another tower without the Nigerian Communications Commission’s prior consent, and there may also be set-back requirements based on distance to certain controlled access areas, roads or high voltage power transmission lines; in Cameroon, the minimum distance required between sites is generally 750 meters in residential areas and two kilometers in non-residential areas; and in Rwanda, the minimum distance required between sites is generally 500 meters in urban areas and one kilometer in rural areas.

In addition to the main licenses, permits and consents listed above, additional regulations may also apply to certain operations. For example, depending on the location of a site, a Lagos State Infrastructure Maintenance Agency (previously the Urban Furniture Regulatory Unit) consent may be required in Nigeria, which may require a tower to be painted a certain color or to be disguised, and the Federal Capital Development Authority may require a tower situated in Abuja to be disguised.

Sustainability Program

Through our business model, we aim to make a positive impact in society and in promoting shared values. Our investment in telecommunication infrastructure aims to help connect individuals, businesses and communities to one another. As telecommunication connectivity reaches more people, and is consumed in more diverse modes, it creates more jobs, and greater opportunities for people, businesses and communities to thrive and prosper. As a critical element of the telecommunications value chain in our markets, we help deliver connectivity to almost 600 million people across our current nine-country footprint. This is crucial in emerging and less developed markets where the need for digital infrastructure and connectivity is particularly high. We provide infrastructure to be shared by multiple customers, rather than duplicating investment and infrastructure build.

Additionally, our business model allows us to tackle significant community issues through providing our infrastructure, such as a lack of reliable power in our African markets and an over reliance on GHG emitting diesel generators, as well as a lack of digital connectivity in rural communities.

To reduce our carbon footprint and provide better end service to our customers, we have historically invested in carbon reductions solutions such as batteries, solar and other clean energy sources at our sites. As of December 31, 2021,

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approximately 36% of our African sites had solar power available to them, with the remainder relying on a combination of generators, hybrid and recycled batteries, and the grid.

In 2021, we continued to expand our rural telephony network services, launched in 2020, in Nigeria. This solution aims to provide remote communities with 2G and 3G voice and data access so that they can benefit from the socioeconomic opportunities made available by mobile connectivity. By deploying an efficient solar powered network solution, connected by dedicated very-small-aperture terminal transmission links, we had established a total of 245 operational rural telephony sites, all powered exclusively by solar, as of December 2021.

During 2021, we also continued advancing our sustainability efforts on multiple fronts across our markets. We finalized our first Group-level sustainability partnership for a three-year period with UNICEF on their Giga initiative. To be implemented from Q1 2022, this partnership includes a financial donation of $4.5 million and contribution-in-kind in four IHS markets to accelerate school connectivity mapping.

In September 2021, we launched IHS’ Frontline Workers Initiative across all our African markets for employees in grades 7-10 as new philanthropic program designed to recognize and reward the outstanding contribution made during the COVID-19 pandemic by our frontline workers. For IHS, this included our field engineers, drivers and security personnel. This cohort went above and beyond to maintain our towers and network uptime throughout the pandemic, in the face of extreme challenges. In recognition of their contribution, we committed ourselves to delivering a program of appropriate scope, scale, and impact, that seeks to improve the lives of this group by addressing inequalities in socio-economic status and education. The initiative’s first phase focuses on providing the children of our frontline workers, and lower-income employees in our four lowest pay grades, with financial scholarships to top level in-country and international universities. We are committed to both recognizing the important role frontline workers, who traditionally inhabit the low-income roles, play in society and how COVID-19 has further deepened global income inequality.

Our four-pillar strategy

In addition to the inherent sustainability in our business model and helping the digital agenda in our nine countries of operation advance through infrastructure provision, to support further sustainable growth, we have also developed a Sustainability strategy built on four pillars: (i) environment and climate change, (ii) education and economic growth, (iii) our people and communities and (iv) ethics and governance. Having become a Signatory of the UN Global Compact in 2020, we are expected to produce an annual ‘Communication on Progress’ covering how we are supporting the Compact’s ten principles in areas such as human rights, labor standards, the environment and anti-corruption, and our 2020 sustainability report serves as our first CoP. We believe that our sustainability programs contribute to nine out of the 17 United Nations Sustainable Development Goals, or UN SDGs. The UN SDGs call for governments, business and society “to end poverty and create a life of dignity and opportunity for all within the boundaries of the planet,” and we intend to use these goals to inform future targets and programs so we can track and better measure our impact.

Each year, our in-country teams assess local community needs through the lens of our four-pillar Sustainability strategy to help develop our in-country Sustainability programs, aiming to identify clear actions and commitments for relevant projects.

Education is a significant priority for our in-country teams, as we believe education is key to social and economic development. We concentrate many of our community-building initiatives on strengthening local education systems, particularly in the areas of science, technology, engineering and mathematics, or STEM, in part to help foster the future talent of our industry. Across the Group, we partner with local universities to provide undergraduate students with practical exposure to the telecommunications sector. For example, in Kuwait, we hosted three graduate interns with Engineering degrees in partnership with the Kuwait Fund for Arabic Development, while in Rwanda we continued a STEM-subject focused partnership with the University of Rwanda. Under this program, we host undergraduates who are studying STEM-related subjects at the University to take a three-month internship in IHS Rwanda’s Technical department for first-hand exposure to telecommunications engineering.

Similarly, we signed a partnership with the African Institute for Computer Science in Cameroon to support the training of 150 young people in Computer Science. In Côte d’Ivoire, we marked the International Day of Women and Girls in Science on February 11 by organizing a careers day, in partnership with MTN Côte d’Ivoire, for more than 600 female pupils.

In Nigeria, we partnered with Save the Children International to help more girls in the north-eastern regions, such as Borno and Yobe, access education. Despite the 2004 Nigeria Universal Basic Education Act, many girls in the region are still not in school, putting them at increased risk of gender-based violence and child marriage. Under this partnership, IHS Nigeria will be helping provide approximately 24,000 girls, aged between 6 and 14, with access to quality education.  

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We also believe in improving educational facilities. Since 2017, we have refurbished approximately 50 classrooms. This includes the Queen Amina Girls School in Kaduna State Nigeria, which we first refurbished in 2017 and re-visited in 2021 to help transform its ICT laboratory into a Center of Excellence to improve digital literacy. In Rwanda, we committed to constructing six classrooms as part of the government’s initiative to build 22,505 new facilities to reduce overcrowding and the distance children travel to school.

Under our Group-wide Generator Recycling Program, we refurbish old generators from our sites and donate them to schools, orphanages, hospitals, medical and community centers. Since the program launched in 2017, we have donated approximately 270 generators, across our five African markets providing a power source where electricity grids are often intermittent and unreliable. In Kuwait, we launched our first air-conditioning recycling program, donating 15 recycled units to the public-benefit society Balad Al-Khair to help support vulnerable residents during extreme heat.

We also support the professional development of our employees. Through our online learning platform through the IHS Academy, launched in 2017, we provide thousands of training items for employees to access 24/7 wherever they are in the world. Content is available in multiple different formats including e-learning courses, videos, workshop recordings, self-guided handouts and more. We have continued to expand our Women In IHS Network, or WIIN, mentoring program, which was launched in 2020, as part of our commitment to increase gender diversity in our workforce. With over 220 mentoring pairs formed in the first year, this program provides opportunity for all IHS female employees to be mentored and aims to help facilitate new professional relationships, enabling mentees to build networks and improve skillsets.

During the COVID-19 pandemic, we have supported relief efforts in multiple ways. First, mobile connectivity has been important for people worldwide during the pandemic, enabling them to work, study and access virtual medical support. As a critical component and starting point of that infrastructure, our role in providing connectivity has been vital. While we have continued to support our local communities in their COVID-19 relief efforts, we have broadened the health initiatives to assist communities on multiple fronts. In Nigeria, our ‘Project Clinic without Walls’ takes mobile health center into underserved communities, so inhabitants have better access to doctors and, where needed, hospital referrals. In 2021, we upscaled this to become the Project Clinic Without Walls, offering assistance to 2,083 individuals in eight communities across four states in 2021 alone.

In 2021, our business continued to expand and, as part of this growth, we remain cognizant of our commitment to protecting and minimizing the impact of our operations on the environment. Throughout 2021, we have worked to quantify Scope 1 (direct emissions) and Scope 2 (indirect emissions), a workstream which will continue as we work to quantify our Scope 3 (value chain emissions) and work towards establishing a carbon reduction roadmap for the business. We continually work with our local communities to protect the environment. In Cameroon, we partnered with the environmental NGO WasteAid. Over 890kg of plastic waste was collected by IHS volunteers in one morning from a local area in Douala. We also strive to help educate the next generation and promote the importance of the circular economy. For example, we delivered a waste-management program across ten schools in Cote d’Ivoire in partnership with the NGO, Moi Jeu Tri. This program aims to tackle domestic waste issues by educating children on the importance of recycling. Children, teachers and volunteers organized waste, which was then deposited in a collection point, to be sent to a sorting center for integration into a new production process.

Finally, ethics is at the heart of all we do, and we are committed to acting with integrity and honesty in everything we do.  Our corporate structure provides a strong governance foundation, which is driven from the Board down through the organization. Our Board committee structure is detailed in Item 6.C. “Board Practices.”  We also publish an annual Sustainability Report.

Environmental Regulation

Our operations are subject to various national, state and local environmental laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials and wastes and the siting of our Towers. We may be required to obtain permits, pay additional property taxes, comply with regulatory requirements and make certain informational filings related to hazardous substances or devices used to provide power such as batteries, generators and diesel at our sites. See Item 3.D. “Risk Factors — Risks Relating to our Business — We could have liability under health, safety and environmental laws.”

While no specific environmental authorizations are required to build or operate Towers in Cameroon, Côte d’Ivoire and Kuwait, specific regulations and authorizations apply in our other markets. In Rwanda and Zambia, the construction of a site requires a one-off prior approval from several environmental and local government authorities (the permit is ultimately granted by RURA, which is the single approver for all regulatory authorizations for our activities in Rwanda) and the Zambia

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Environmental Management Agency, respectively. Similarly, in Brazil, Colombia and Peru, prior approval from the local environmental agency may be required before any new site is built and additional environmental authorizations might be required for sites built in protected areas. In Nigeria, environmental authorizations are required at two stages: the Federal Ministry of Environment requires an Environmental Impact Assessment to be issued prior to the construction of a site and every three years after a site is built an Environmental Audit Certificate needs to be issued or renewed by the National Environmental Standards and Regulations Enforcement Agency in respect of such site.

Insurance

We have insurance policies in relation to (i) property damage, business interruption and erection/construction, (ii) political violence, (iii) third-party liability and (iv) directors’ and officers’ liability.

We maintain an all-risks policy for property damage, business interruption and erection/construction. This policy covers against losses that might arise from damage or loss to the tower infrastructure, including earthquakes, windstorms and floods. A political violence policy was also purchased to cover material damage and business interruption caused by terrorist or sabotage acts. We also carry a general third-party liability policy, covering third-party property damage and third-party personal injury where we are found to be legally liable.

Each of our insurance policies is subject to contractual terms and conditions, limits of indemnity, deductibles and exclusions and therefore we may be prevented from recovering in full for losses or damages that we may suffer.

C. Organizational Structure

The legal name of our company is IHS Holding Limited and we are organized under the laws of the Cayman Islands.  We are a holding company and conduct substantially all of our business through our operating subsidiaries. Note 30.1 to our consolidated financial statements contains our subsidiary names, principal activity, place of incorporation and legal ownership at December 31, 2021.

D. Property, Plant and Equipment

As of December 31, 2021:

● We lease a total of 4,137 square meters of office space and 31,152 square meters of warehouse space across Nigeria, and we own our Lagos office, at Plots 934 and 935 Idejo Street, Victoria Island, Lagos Nigeria;

● We lease a total of 12,450 square meters of office and warehouse space across Côte d’Ivoire;

● We lease a total of 10,232 square meters of office and warehouse space across Cameroon;

● We own our main office at Stand 12/1494 Corner Makishi and Mwalule Roads, Northmead Lusaka, Zambia and lease 4,296 square meters of warehouse space across Zambia;

● We lease 2,800 square meters of office and warehouse space in Kigali, Rwanda;

● We lease a total of 896 square meters of office space in the United Kingdom;

● We lease a total of 42 square meters of office space in the Netherlands;

● We lease a total of 1,442 square meters of office space in Dubai;

● We lease a total of 700 square meters of office and warehouse space in Kuwait;

● We lease a total of 2,799 square meters of office space in Brazil;

● We lease a total of 95 square meters of office space for our offices in Colombia; and

● We lease a total of 118 square meters of office space for our offices in Peru.

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See Item 4.B. “Business Overview—Our Tower Portfolio” for information regarding the Towers owned and operated by us and Item 4.B. “Business Overview—Real Property Leases” for information regarding our ground lease agreements for the real property on which our Tower sites are located.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

You should read the following discussion of our operating and financial review in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. The following discussion is based on our financial information prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. Where appropriate these discussions are based on non-IFRS measures which are reconciled to an IFRS measure (refer to the Key Financial and Operational Performance Indicators).

This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Annual Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those contained in any forward-looking statements.

The information called for by this Item 5, including a discussion of the year ended December 31, 2019 compared to the year ended December 31, 2020 has been reported previously in our final prospectus filed pursuant to Rule 424(b)(4) on October 15, 2021 under the Section “Management’s discussion and analysis of financial condition and results of operations”.

Overview

We are one of the largest independent owners, operators and developers of shared telecommunications 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 600 million people in emerging markets, across three regions and nine 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, 2021, we operated 31,043 Towers across five countries in Africa, three countries in Latin America and one country in the Middle East. We are the largest tower operator in six of the nine markets in which we operate and we are the only independent tower operator of scale in five of these markets.

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 telecommunications infrastructure, enter carefully selected growth oriented markets with compelling underlying fundamentals. Historically, our business has been predominantly focused on Towers, however we recently started complementing this with investment into adjacent telecommunications infrastructure offerings for our customers such as fiber connectivity. Aligned to this inorganic growth strategy, in February 2020 we completed the first closing of 1,022 towers in Kuwait through a controlling investment pursuant to the Kuwait Acquisition for the acquisition of up to 1,620 towers in the aggregate, with a further 333 towers transferred in subsequent closings. Also in February 2020 we completed the acquisition of 2,312 towers through a 100% investment pursuant to the CSS Acquisition with towers primarily in Brazil, as well as Peru and Colombia. In 2021, we acquired 1,005 towers in Brazil pursuant to the Skysites Acquisition, 819 towers in Brazil and Colombia pursuant to the Centennial Acquisition and also acquired certain fiber assets from TIM Brasil pursuant to the TIM Fiber Acquisition where TIM Brasil will be the anchor tenant on the fiber network. In October 2021, we signed an agreement pursuant to the Egypt Transaction and obtained a license to construct, operate and lease telecom towers in Egypt. More recently, in November 2021 and January 2022, we signed definitive transaction documentation to acquire 5,709 and 2,115 towers pursuant to the MTN SA Acquisition and GTS SP5 Acquisition, respectively. Each of these acquisitions supports our inorganic growth strategy of expanding into additional regions that meet our investment criteria, which opens up new markets that we believe will provide future organic and inorganic growth opportunities.

Our core business is providing shared telecommunications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber access services to their end users and subscribers. We provide our customers

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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. Additionally, 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 IBS, or distributed antenna systems, or DAS, as well as provide fiber connectivity. 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, 2021, our owned and operated tower portfolio supported 46,414 Tenants, with a Colocation Rate of 1.5x.

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. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 20 transactions, building a footprint that currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, Zambia, Brazil, Peru, Colombia and Kuwait. Our markets in Latin America (which we entered in 2020) are the only ones in which we do not have a leadership position today.

Initial Public Offering

On October 14, 2021, we completed our initial public offering (“IPO”) by issuing 18,000,000 ordinary shares at a price to the public of $21 per share, resulting in net proceeds to us of $357.7 million, after deducting the underwriting discount and commission of $21.7 million and net reimbursements of offering expenses of $1.4 million.

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. Our operating segments are Nigeria, which comprises our operations in Nigeria; Sub Saharan Africa, or SSA, which comprises our operations in Cameroon, Côte d’Ivoire, Rwanda and Zambia; and, subsequent to our acquisitions made in February 2020, Latin America, or Latam, which comprises our operations in Brazil, Colombia and Peru; and the Middle East and North Africa, or MENA, which comprises our operations in Kuwait and Egypt. Although full operations in Egypt have not commenced, the business has incurred some startup costs.

We use revenue and Segment Adjusted EBITDA to assess the performance of our reportable segments. Segment Adjusted EBITDA is our principal segment measure of profitability.

Our Revenue

We measure revenue in three categories, namely (i) organic, (ii) inorganic and (iii) non-core.

Organic revenue captures the performance of our existing business without the impact of new tower portfolios or businesses acquired since the beginning of the prior year period (except as described below). Specifically, organic revenue captures the impact of (i) new Colocation and Lease Amendments; (ii) changes in pricing including from contractual lease fee escalation and foreign exchange resets; (iii) New Site construction; and (iv) any impact of Churn and decommissioning. In the case of an acquisition of new tower portfolios or businesses, the impact of any incremental revenue after the date of acquisition from new Colocation and Lease Amendments or changes in pricing on the Towers acquired, including from contractual lease fee escalation and foreign exchange resets, is also captured within organic revenue.

Inorganic revenue captures the impact on revenue from existing Tenants of new tower portfolios or businesses that we have acquired since the beginning of the prior period (except as described above). Where tower portfolios or businesses were acquired during the current period under review, inorganic revenue is calculated as the revenue contribution from those acquisitions in their “at acquisition” state (measured as the local currency revenue generated during the first full month following the acquisition) in the current period. This treatment continues for 12 months following acquisition. We acquired an aggregate of 333 Towers and 347 Tenants from Zain Kuwait in October 2020, April 2021 and October 2021. In January 2021, we acquired 1,005 towers in Brazil pursuant to the Skysites Acquisition, which added 1,012 Tenants. In March and April 2021, we acquired an aggregate of 819 towers in Colombia and Brazil, pursuant to the Centennial Acquisition, which added 994 Tenants. In April 2021, we acquired a Tower portfolio in Rwanda which added 162 Towers and 283 Tenants. We therefore have inorganic revenue for the twelve months ended December 31, 2021.

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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. This foreign currency impact is then partially compensated for in subsequent periods by foreign exchange reset mechanisms, which are captured in organic revenue.

The organic and non-core components of our revenue cannot be considered independently from each other in assessing, for instance, what the impact on organic revenue would have been in the absence of change in the foreign exchange rate. In fact, the periodic (quarterly, semi-annually or annually) nature of our reset mechanisms is such that there is a delay between the period during which a change in foreign exchange rate occurs and the next contractual reset occurs.

Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). MLAs with foreign exchange resets typically contain a mechanism for determining the foreign exchange rate for a set period at which the lease fee linked to the non-local currency (such as U.S. dollar) is translated into local currency and invoiced to the customer. In such cases, the foreign exchange rate determined by this mechanism is reset quarterly, semi-annually or annually.

The foreign exchange resets function such that the portion of lease fees that is linked to U.S. dollars and the portion of lease fees that is linked to local currency are fixed in local currency for the contractual period between reset dates (for example, for a period of one year if the reset is annual). As a result, in the event of a devaluation, there is a delay between the timing of the devaluation and the next contractual reset.

During the period between the date of the devaluation and the date of the reset, all of our revenues (i.e., both those revenues that are contractually linked to the U.S. dollar and those that are contractually linked to local currency) would reflect the new, devalued foreign exchange rate. When the reset is effected, the amount relating to the portion of the lease fees linked to the U.S. dollar, which is invoiced in local currency, is adjusted upward.

In addition, the conversion rates included in our MLAs may also be different from the rates at which our financial results are translated into U.S. dollars for reporting purposes.

This has resulted in a situation where there are differing exchange rates in the market and we are required to regularly monitor and evaluate which exchange rate is most appropriate to apply in the translation of the Naira books of our Nigerian operations to U.S. dollars for our consolidated group reporting purposes. The determination of which is the most appropriate rate to use at the relevant time we produce financial information will depend on a number of factors, including, but not limited to, availability and liquidity in the market generally. The foreign exchange rate that we determine to be the most appropriate for the translation of our results for group reporting purposes may also differ from the conversion rates contained within our contracts.

While we have reached agreement with some of our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which has typically been aligned to the NAFEX rate), 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, including NAFEX), 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. In addition, other measures taken by the relevant authorities and/or the CBN may further impact the rates available in the market, and we may need to consider such measures for the purposes of our accounts.

Factors Affecting Our Financial Condition and Results of Operations

Our financial condition and results of operations have been, and will continue to be, affected by a number of important factors, including the following:

New Colocation and Lease Amendments

Colocation and Lease Amendments are key drivers of incremental organic revenue in telecommunications infrastructure sharing. Colocation involves adding new tenants to existing sites, where the addition of an incremental tenant to an existing site can introduce a full additional lease fee. Lease Amendments involve adding additional equipment or providing certain ancillary services at existing sites for existing Tenants and for a recurring lease fee. Examples of Lease Amendments include an existing customer taking more space on a tower, adding equipment for new technologies, such as 3G, 4G/LTE

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or 5G, adding additional microwave transmission or fiber infrastructure services, as well as certain ancillary services. 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.

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 $6,000 to $10,000 in one-off augmentation capital expenditure. Additionally, in our African markets, the main incremental ongoing cost for Colocation and Lease Amendments is power cost for the additional equipment or services. We continually seek to increase Colocation and Lease Amendments for our existing sites through an active sales and marketing process. Our sites that are either at or near structural capacity can also be strengthened to meet future leasing capacity with relatively minor capital investments.

The demand for Colocation and Lease Amendments from MNOs is driven by multiple telecommunications industry characteristics within our individual 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 requiring a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets.

Contractual lease fee escalation and foreign exchange resets

Our MLAs generally contain annual inflation-linked escalation provisions under which the underlying lease fees, and therefore our revenue, may increase each year. 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 for the subsequent 12 months. Lease fee components priced in U.S. dollars typically have escalators linked to U.S. CPI applied annually for the subsequent 12 months. Our MLAs with certain customers are subject to fixed, capped or floored escalators.

Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). For further discussion on these foreign exchange resets, please refer to “— Our Revenue.”

New Site construction

New Site construction is a key driver of incremental organic revenue through the customer revenue we invoice from the date the New Site becomes ready for service. New Site construction is also a component of discretionary capital expenditure. Building New Sites requires capital expenditure, principally including materials for the tower, power equipment, land lease fees or land purchase fees, tower construction activities, including civil work, transportation and labor, as well as ongoing operational expenditures for site operation and maintenance. Therefore, construction of New Sites increases our capital expenditures and cost of sales. We pursue construction of New Sites as a key strategy in growing our tower portfolio and providing future capacity for Colocation and Lease Amendments. 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 telecommunications industry characteristics within our individual 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 requiring a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets. 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. These New Sites always begin operations with at least a single Tenant, with Colocation and Lease Amendments expected at future dates. The average cost to build a New Site in our African and Middle East markets is typically in the range of between $75,000 and $100,000, while in Latin America the cost is typically in the range of between $40,000 and $60,000 depending on the market of operation and specification of the tower.

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Consequently, the construction of New Sites 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.

Churn

Churn refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue on a site in any particular period. For example, 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. Other than a customer churning at the end of the term of its MLA or SLA, our MLAs generally contain limited termination clauses. Certain of our customer agreements also contain a contractual right to churn a limited number of sites each year without penalty.

We experienced net Churn in the year ended December 31, 2021 of 1,283 Tenants. The Churn that we have historically experienced from our Key Customers has been limited.

Decommissioning

In connection with the acquisition of portfolios of sites, we rationalize our portfolio where we have multiple towers in close proximity to each other. Where economically and commercially viable, we migrate Tenants from one tower onto a nearby tower as an additional Colocation and then subsequently decommission the empty site. Decommissioning spend is a component of discretionary capital expenditure. 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 at the decommissioned towers. The retained sites benefit from lease fees relocated from the decommissioned site and generally only experience a marginal increase in cost of sales due to increased power consumption. The spend associated with decommissioning a site is approximately between $20,000 to $30,000. Since the beginning of 2018, we have decommissioned 144 Towers, and we continue to review our portfolio for further decommissioning opportunities.

Acquisitions of tower portfolios

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. Acquisitions of tower portfolios result in the immediate increase in the size of our overall portfolio and help expand our footprint in existing and new markets. Once towers are acquired, we receive revenue from the Tenants and Lease Amendments on such sites and we are responsible for future capital expenditures and costs of sales related to the sites. As we acquire new portfolios of towers, we may incur additional administrative expenses, particularly from acquisitions in new markets, which may impact our operating margins.

Currency exchange rate

Our operations are conducted by subsidiaries in Nigeria, Côte d’Ivoire, Cameroon, Zambia, Rwanda, Kuwait, Brazil, Colombia and Peru, and 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), Kuwaiti Dinar (KWD), Brazilian Real (BRL), Colombian Peso (COP), and Peruvian Sol (PEN), respectively. A foreign currency transaction is translated into the functional currency using the exchange rate prevailing at the date of the transaction (or the date of valuation where an item is re-measured). 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 and comprehensive income.

Our operating subsidiaries’ financial results are then translated into U.S. dollars for reporting purposes. Income and expenses are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). Assets and liabilities are translated at the exchange rate at period end.

As a result of the translations described above, our results are impacted by fluctuations in foreign exchange rates. During the years ended December 31, 2020, we experienced depreciation of the Nigerian Naira, BRL, ZMW and RWF currencies compared to the U.S. dollar, being the primary reason for net foreign exchange losses of $380.3 million, reflected in financing costs. During the year ended December 31, 2021, we experienced depreciation of the Nigerian Naira, BRL, XAF, XOF and RWF currencies and experienced and appreciation of the Zambian Kwacha, being the primary reasons for net foreign exchange losses of $163.6 million.

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The reduction of foreign currency reserves in Nigeria, among other factors, led to a depreciation of the Naira NAFEX rate against the U.S. dollar from ₦364.7 to $1.00 as of January 1, 2020 to ₦410.3 to $1.00 as of December 31, 2020 and to ₦435 to $1.00 as of December 31, 2021. The Brazilian Real also depreciated against the U.S. dollar, from BRL4.2 to $1.00 as of January 31, 2020 to BRL5.2 to $1.00 as of December 31, 2020, and to BRL5.6 to $1.00 as of December 31, 2021. The revaluation losses resulted because the functional currency of our operating subsidiaries is not U.S. dollars, but the loans at such operating subsidiaries are denominated in U.S. dollars.

Multiple foreign exchange markets with different exchange rates

In Nigeria, there are multiple exchange rates available and/or referenced by the applicable banking authorities. Where such differences exist, we may be required to change the exchange rate applied to the translation of the local currency books of our operating subsidiaries to U.S. dollars for our consolidated group reporting purposes. Where multiple official exchange rates exist, we assess the appropriate rate to use in accordance with the requirements of IFRS in translating foreign operations or foreign transactions. In determining the appropriate rate, we assess factors such as access to those rates in the future in order to meet payments or make dividends in the appropriate currency. In determining whether it is appropriate to move from one official rate to another, we consider the available rates in official markets for settlement of transactions.

For example, during 2017, CBN introduced a new foreign exchange window, which includes the NAFEX rate. This resulted in the use of several different official exchange rates in the market, leading us to assess that the NAFEX rate was the most appropriate exchange rate to apply in translating foreign currency transactions in our Nigerian businesses and in translating Naira amounts for group reporting purposes from December 31, 2017 onwards. As of May 31, 2021, the CBN ceased publishing what was the CBN rate, although with limited impact on us given that the NAFEX rate was the most widely used rate at this time. The CBN now publishes the NAFEX rate on its website.

As a result of switching to the NAFEX rate for translation of U.S. dollar denominated balances in our Nigerian subsidiaries and for consolidation purposes at December 31, 2019 and 2020, prior to the agreements that we reached with certain of our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg, the rate used for translating our results for group reporting purposes had historically been higher than the conversion rates contained within our contracts in Nigeria. Most significantly, our contracts with MTN Nigeria previously contained clauses which determined that a portion of the lease fee paid to IHS was based on a pre-agreed U.S. dollar lease fee converted into Naira at the time of invoicing at the prevailing CBN rate. On July 23, 2020, we amended these contracts with MTN Nigeria so that, among other things, the reference foreign exchange rate for converting the U.S. dollar portion of the lease fees into Naira was changed to the prevailing USD exchange rate of NAFEX, defined within the contracts with a reference to the USD/Naira rate published by Bloomberg. The effective date of the agreement with MTN Nigeria is April 1, 2020. However, the agreement with MTN Nigeria was concluded in July 2020 and, as such, the financial impact of any amendments to billing in the second quarter of 2020 resulting from the agreement were reflected in our results for the third quarter of 2020.

In 2020, the CBN rate that was used as the reference foreign exchange rate for determining the majority of our lease fees subject to the relevant reset mechanism was an average of ₦352.6 to $1.00, while the NAFEX rate used for our accounts was an average of ₦382.0 to $1.00. As a result, our revenue for the year ended December 31, 2020 of $1,403 million, respectively, was negatively impacted by the reduction in our lease fees received from MTN of approximately $19 million, respectively, as a result of using the CBN exchange rate as the reference exchange rate rather than the NAFEX exchange rate.

For further discussion on the impact of this change in exchange rates, please refer to “— Our Revenue.”

Maintenance of sites

We incur capital expenditure in relation to the maintenance of our towers, 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 capital expenditure includes the periodic repair and replacement of fixtures and fittings 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 per Tower is typically in the range of $2,000 to $7,000 per year in our African and Middle East markets. In addition to this corrective maintenance capital expenditure, maintenance costs are also incurred in cost of sales where these relate to preventive maintenance that includes the replacement of spare parts and routine checks. Maintenance capital expenditure in Latin America is typically lower given the current scope of maintenance required on Towers.

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Typically, when we acquire a tower portfolio, it may be necessary to refurbish the newly acquired Towers in order to bring them to the standard of the rest of our portfolio.

Refurbishment capital expenditures typically involve the deployment of a suitable power system for that site, repairs to the site or improvements to the site structure in order to be in line with our safety obligations, and adaptations to site security and monitoring abilities. Refurbishment capital expenditures are one-off in nature, following which those sites should then have normalized maintenance capital expenditure requirements related to the maintenance of sites as described above. Refurbishment capital expenditure is a component of discretionary capital expenditure since it is typically considered in conjunction with the acquisition of tower portfolios. The capital expenditure associated with refurbishment varies from market to market and tower to tower.

Cost and consumption of diesel

Power is our largest single operating expense and, in particular, diesel pricing typically has the largest impact on changes in our operating expense. The largest impact is in our Nigerian operations due to low power grid availability in that country. Fluctuations in the price of oil and foreign exchange effects have a direct correlation to the price of diesel that we pay to suppliers in our markets. Falling oil prices will lower our costs, with the degree of reduction dependent on both foreign exchange effects and our diesel requirements. In the case of rising oil prices and the associated cost of diesel, we benefit in limited situations from power indexation clauses in some of our MLAs, which provide pass-through provisions in relation to increased diesel prices and conversely falling diesel prices. However, as the majority of our contracts do not have such pass-through provisions, we remain exposed to diesel price volatility, which may result in substantial increases in our operating costs and reduced profits if prices rise significantly and/or we are unable to enter into adequate cost pass-through arrangements. In Nigeria, to help mitigate against fluctuations in the price of diesel, we bulk buy diesel from time to time to take advantage of suitable pricing. Furthermore, we have been reducing our overall diesel consumption through targeted investment in power system solutions to provide power to sites more efficiently, including the use of hybrid and solar systems.

Cost of ground leases

The majority of towers we own and operate are on land that we lease from individual landlords. Ground lease fees are generally paid in advance for a one, five, or ten-year portion of the overall duration of the lease, with typically pre-agreed lease fee increases of between 5% and 40% or variable increases for each subsequent three, five or ten-year period. As we roll out additional sites, we are often required to either enter into leases with new landlords, which we endeavor to do under similar terms to those of our existing leases, or acquire the land.

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. In particular, in the year ended December 31, 2021, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 98% of our consolidated revenue, with MTN Nigeria and Airtel Nigeria accounting for 55% and 11%, respectively, of our consolidated revenue for the year ended December 31, 2021. Should there be any negative impact on the businesses of our major customers, including these key MNOs, this in turn could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.

Market volatility

We and our customers operate in various international markets, particularly in emerging markets such as in Africa. As a result, we are exposed to economic, political and other uncertainties prevailing in such markets, particularly Nigeria, which is our largest market of operation. For example, in addition to the currency exchange rate and other factors noted above, our business has been negatively impacted by the fall of copper prices that adversely affected Zambia’s economy, and the tensions between the “Anglophone” and “Francophone” regions of Cameroon.

Impact of the COVID-19 Pandemic

The COVID 19 outbreak and resulting measures taken by the federal and state governments in the countries where we operate to contain the virus have required some changes to how we operate (for example travel restrictions, increased working from home, practicing social distancing, increased hygiene measures and enhanced risk and contingency planning). During the prior and current year however, and during the period after December 31, 2021 the financial impact

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on our business has not been significant as our operational teams were allowed to fulfil their responsibilities and visit sites even when local travel restrictions were in place.

However, in addition to the already known effects, the macroeconomic uncertainty causes disruption to economic activity and it is unknown what the longer-term impact on our business may be. The remaining duration of this pandemic remains uncertain but is expected to continue to impact the way we run our business, in particular in relation to office working and the ability to travel internationally without restriction.

Key Financial and Operational Performance Indicators

We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, non-discretionary capital expenditure, Recurring Levered Free Cash Flows (“RLFCF”), Consolidated RLFCF  and 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. Adjusted EBITDA, Adjusted EBITDA Margin, non-discretionary capital expenditure, RLFCF and Return Adjusted EBITDA are not measures defined by IFRS. The most directly comparable IFRS measure to Adjusted EBITDA, RLFCF and Return Adjusted EBITDA is our profit/ (loss) for the period. Adjusted EBITDA, Adjusted EBITDA Margin, RLFCF and Return Adjusted EBITDA are not necessarily comparable to similarly referenced measures used by other companies. 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.

Adjusted EBITDA and Adjusted EBITDA Margin

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 that utilizing Adjusted EBITDA and Adjusted EBITDA Margin allows for a more meaningful comparison of operating fundamentals between companies within our industry by eliminating the impact of capital structure and taxation differences between the companies.

We define Adjusted EBITDA as profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, listing costs and certain other items that management believes are not indicative of the core performance of our business.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the applicable period, expressed as a percentage.

Non-discretionary capital expenditure

Non-discretionary capital expenditure is non-revenue generating in nature and relates to capital expenditure required to run ordinary course operations, including the delivery of our contracted service level agreements to customers. It consists primarily of maintenance capital expenditure, as well as routine corporate capital expenditure, being primarily spending on information technology infrastructure.

Recurring Levered Free Cash Flow

We believe that it is important to measure the free cash flows we have generated from operations, after accounting for the cash cost of funding and recurring capital expenditure required to generate those cash flows. In this respect, we monitor RLFCF which we define as cash flows from operating activities, before certain items of income or expenditure that management believes are not indicative of the core performance of our business (to the extent that these items of income and expenditure are included within cash flow from operating activities), and after taking into account loss allowances on trade receivables, impairment of inventory, net working capital movements, net interest paid or received, revenue withholding tax, income taxes paid, lease payments made, maintenance capital expenditures, and routine corporate capital expenditures. We define Consolidated RLFCF as RLFCF, after taking into account non-controlling interest.

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The table below shows our RLFCF and Consolidated RLFCF reconciliation from the nearest IFRS measure (Cash flows from operating activities) for the years ended December 31, 2021 and 2020:

	For the year ended December 31,
	2021	2020
	$'000	$'000
Cash from operations	788,073	656,699
Net movement in working capital	69,827	157,765
Reversal of loss allowance/(loss allowance) on trade receivables	34,031	(13,081)
(Reversal of impairment)/impairment of inventory	315	(4,599)
Income taxes paid	(29,147)	(14,540)
Revenue withholding tax(a)	(108,417)	(89,573)
Lease and rent payments made	(104,753)	(65,230)
Net interest paid(b)	(160,487)	(162,837)
Business combination costs	15,779	13,727
Listing costs	22,153	12,652
Other non-operating expenses(c)	15,752	310
Other income(d)	(11,213)	-
Maintenance capital expenditure(e)	(123,699)	(113,987)
Corporate capital expenditures(f)	(2,054)	(2,464)
RLFCF	406,160	374,842
Non controlling interest	(4,316)	(629)
Consolidated RLFCF	401,844	374,213

(a) Revenue withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority. The amounts withheld may be recoverable through an offset against future corporate income tax liabilities in the relevant operating company.

(b) Represents the aggregate value of interest paid and interest income received.

(c) Other non-operating expenses for the year ended December 31, 2021 included non-recurring professional costs related to financing of $15.1 million and aborted transaction costs of $0.7 million. Other costs for the year ended December 31, 2020 related to aborted transactions costs.

(d) Other income for the year ended December 31, 2021 relates to the remeasurement of the liability for contingent consideration on the Skysites Acquisition and Kuwait Acquisition for a portion thereof not paid to the sellers, as the conditions were not met post acquisition.

(e) We incur capital expenditures in relation to the maintenance of our towers, 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 capital expenditures includes the periodic repair, refurbishment and replacement of tower and power equipment at existing sites to keep such assets in service.

(f) Corporate capital expenditures, which are non-discretionary in nature, consist primarily of routine spending on information technology infrastructure.

Return Adjusted EBITDA

We believe that it is important to measure the effectiveness of our capital allocation strategy. This allows us to quantify how well we generate income relative to the capital we have invested in our business. We monitor the returns generated from capital we have deployed across the business.

We measure our return on invested capital by looking at Return Adjusted EBITDA for the period, which we define as Adjusted EBITDA further adjusted for lease payments made and amortization of prepaid site rent, less revenue withholding tax, income taxes paid, maintenance capital expenditures and routine capital expenditures, as a function of gross property,

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plant and equipment, gross intangibles and gross goodwill, as of the end of the period. Management uses this metric in order to measure the effectiveness of our capital allocation strategy, in a manner similar to metrics calculated by peers in the industry. Return Adjusted EBITDA is not a measure defined by IFRS, and other companies may calculate Return Adjusted EBITDA or return on invested capital, differently. As a result, investors should not consider Return Adjusted EBITDA in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS.

The following is a reconciliation of Return Adjusted EBITDA to the most directly comparable IFRS measure, which is (Loss)/profit for the periods presented:

	For the year ended December 31,
	2021	2020
	$'000	$'000
Loss for the period	(26,121)	(322,682)
Adjustments:
Income tax expense	17,980	169,829
Finance costs(a)	422,034	633,766
Finance income(a)	(25,522)	(148,968)
Depreciation and amortization	382,882	408,662
Impairment of withholding tax receivables(b)	61,810	31,533
Business combination transaction costs	15,779	13,727
Impairment of property, plant and equipment and related prepaid land rent(c)	51,113	27,594
Reversal of provision for decommissioning costs	(2,671)	-
Net profit on sale of assets	(2,499)	(764)
Share-based payment expense(d)	11,780	8,342
Insurance claims(e)	(6,861)	(14,987)
Listing costs	22,153	12,652
Other costs(f)	15,752	310
Other income(g)	(11,213)	-
Adjusted EBITDA	926,396	819,014
Lease payments made	(104,753)	(65,230)
Amortization of prepaid site rent	8,321	4,459
Revenue withholding tax(b)	(108,417)	(89,573)
Income taxes paid	(29,147)	(14,540)
Maintenance capital expenditures(h)	(123,699)	(113,987)
Corporate capital expenditures(i)	(2,054)	(2,464)
Return Adjusted EBITDA	566,647	537,679
Gross property, plant and equipment(j)	3,323,068	2,820,519
Gross intangibles	882,166	843,873
Gross goodwill	869,570	656,507

(a) 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. 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) Revenue withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority. The amounts withheld may be recoverable through an offset against future corporate income tax liabilities in the relevant operating company. Revenue withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.

(c) Represents non-cash charges related to the impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites.

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(d) Represents credits and expense related to share-based compensation, which vary from period to period depending on timing of awards and changes to valuation inputs assumptions.

(e) Represents insurance claims included as non-operating income.

(f) Other costs for the year ended December 31, 2021 included non-recurring professional costs related to financing of $15.1 million and aborted transaction costs of $0.7 million. Other costs for the year ended December 31, 2020 related to aborted transaction costs.

(g) Other income for the year ended December 31, 2021 relates to the remeasurement of the liability for contingent consideration on the Skysites Acquisition and Kuwait Acquisition for a portion thereof not paid to the sellers, as the conditions were not met post acquisition.

(h) We incur capital expenditures in relation to the maintenance of our towers, 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 capital expenditures includes the periodic repair, refurbishment and replacement of tower and power equipment at existing sites to keep such assets in service.

(i) Corporate capital expenditures, which are non-discretionary in nature, consist primarily of routine spending on information technology infrastructure.

(j) Excludes the cost of right-of-use assets resulting from leases accounted for under IFRS 16.

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. We have historically increased the number of towers in our portfolio through a combination of building New Sites, along with the acquisition of towers from MNOs and an independent tower company. Rationalizing the portfolio through decommissioning towers reduces the number of towers we own and operate.

Colocation Rate

We define Colocation Rate as the average number of Tenants per tower that we own or operate across our tower portfolio at a given point in time, excluding Managed Services. Colocation Rate is an important metric for assessing utilization and capacity on existing Towers. Our Colocation Rate is a key driver of our Adjusted EBITDA Margin, as the addition of further Tenants increases revenue for a proportionally smaller increase in power, our primary variable cost per site. Colocation is achieved at a relatively low incremental capital expense, and is also attractive to our customers as it provides them with shorter deployment times for their equipment compared to New Site alternatives.

Explanation of key line items in the historical consolidated statements of income

Revenue

Our revenue is derived from fees paid by our customers for services from our Colocation business and its ancillary managed services. The Colocation business involves the lease of space on our owned and operated towers, which are shared by various MNOs and other communication service providers. A portion of Colocation arrangements for the rental of space on the towers and other assets on tower sites, on which the use of space is dependent, is within the scope of IFRS 16 “Leases”. A portion of Colocation arrangements for the provision of services and energy charges is within the scope of IFRS 15 “Revenue from Contracts with Customers” as a provision of service. Revenue from leasing arrangements is recognized on a straight-line basis over the current lease term of the related lease agreements, when collectability is reasonably assured. We also derive revenue from non-lease services, which includes maintenance, security and power supply for Towers owned by third parties. Non-lease revenues are recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Such revenue is recognized in the accounting period in which the services are rendered. We assess the probability that defaulting customers will not settle amounts billed and accordingly treat any component that we deem may not be collected as variable consideration, contingent upon the receipt of funds from the customer, an event that is not wholly within our control.

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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, 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. 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 three and five years, depending on the equipment. 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. These overhead expenses primarily consist of administrative staff costs (including key management compensation), 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. Administrative expenses also includes other corporate overhead expenses related to our acquisition efforts and costs associated with new business initiatives.

Loss allowance on trade receivables

We account for our trade receivables credit risk by appropriately providing for expected credit losses. Loss allowance on trade receivables represents the expected loss from non-payment of amounts due from customers in accordance with the accounting standards applicable to each period. The loss allowance is determined based on our policy for evaluating expected credit losses and any subsequent impairment taking into account historical loss rates, the available information on a customer’s financial position and forward-looking macroeconomic data.

Other income

Other income includes proceeds from insurance claims and the remeasurement of contingent consideration arising from acquisitions.

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. 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.

Taxation

Taxation consists of income tax, education tax and deferred taxes. Income tax is calculated at the domestic tax rate applicable to profits in our respective countries of business. Current and deferred tax is recognized on taxes that are regarded as taxes on corporate income under relevant IFRS accounting standards. This includes Nigerian education tax, which arises at the rate of 2.5% (2020: 2%) on taxable profits determined on a basis similar to income tax.

Deferred income tax assets are recognized for deductible temporary differences, including tax losses carried forward, arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, but only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and that it is probable that future taxable profits will be available against which the temporary differences can be utilized. As of December 31, 2021, in Nigeria and certain other jurisdictions that have taxable losses brought forward or arising in the present period, deferred tax assets in respect of those losses are recognized only to the extent they are forecast to be applied against (i) the reversal of taxable temporary differences, or (ii) additional forecast future taxable income over a five-year period.

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Results of Operations

The table below shows our consolidated results of operations for the years ended December 31, 2021 and 2020.

	For the year ended December 31,
	2021	2020
	$’000	$’000
Revenue	1,579,730	1,403,149
Cost of sales	(907,388)	(838,423)
Administrative expenses	(336,511)	(236,112)
Reversal of loss allowance/(loss allowance) on trade receivables	34,031	(13,081)
Other income	18,509	16,412
Operating profit	388,371	331,945
Finance income	25,522	148,968
Finance costs	(422,034)	(633,766)
Loss before income tax	(8,141)	(152,853)
Income tax expense	(17,980)	(169,829)
Loss for the period	(26,121)	(322,682)

Revenue

Our revenue was $1,579.7 million for the year ended December 31, 2021 compared to $1,403.1 million for the year ended December 31, 2020. Revenue increased by $176.6 million, or 12.6%, which includes organic growth of $226.6 million, or 16.2%. Inorganic revenue from acquisitions for the year ended December 31, 2021 was $34.0 million. Increased revenue from organic growth and the additional inorganic revenue was partially offset by the non-core impact of negative movement in foreign exchange rates of $84.0 million, or 6%. Our revenue for the year ended December 31, 2020 also includes an aggregate amount of $31.6 million resulting from reaching agreement with a customer on the application of certain contractual terms, while our revenue for the year ended December 31, 2021 includes an aggregate amount of $24.2 million resulting from reaching agreement with a customer on the application of certain contractual terms and from the remeasurement of the provision for service level credits.

Refer to the revenue component of the segment results section of this operating and financial review for further details.

The net increase in Towers is 3,236 for the year ended December 31, 2021, and includes the impact of 1,005 towers from the Skysites acquisition, 819 aggregate towers from the Centennial Acquisition, 162 Towers from the acquisition of a tower portfolio in Rwanda and 193 Towers from the third and fourth stage of the Kuwait Acquisition; resulting in total Towers of 31,043 at December 31, 2021. We added 3,550 net new Tenants in the year ended December 31, 2021, resulting in total Tenants of 46,414 and a Colocation Rate of 1.50x at December 31, 2021. Of the Tenant additions for the year ended December 31, 2021, an aggregate of 2,006 Tenants were added from the Skysites and Centennial Acquisition, 207 Tenants were added from the third and fourth stage of the Kuwait Acquisition and 283 Tenants were added from the acquisition of a tower portfolio in Rwanda. In the year ended December 31, 2021, we added 9,141 Lease Amendments, resulting in total Lease Amendments of 27,124 at December 31, 2021.

Our net increase in Towers and Tenants for the year ended December 31, 2021 includes the impact of the start of a rationalization program agreed with a Key Customer, which resulted in the rationalization of 196 Towers and a total of 269 Tenants. We expect that a further 359 Towers will be rationalized over the coming quarters, as part of this program, which is expected to result in efficiencies for our portfolio.

Cost of Sales

Our cost of sales was $907.4 million for the year ended December 31, 2021, compared to $838.4 million for the year ended December 31, 2020.

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The table below shows our cost of sales for the years ended December 31, 2021 and 2020:

	For the year ended December 31,
	2021	2020
	$’000	$’000
Tower repairs and maintenance	74,523	75,931
Power generation	267,044	216,030
Short term site rental	11,165	7,543
Short term other rent	3,419	3,085
Vehicle maintenance and repairs	2,754	2,754
Site regulatory permits	41,165	27,313
Security services	36,132	32,719
Insurance	4,156	4,695
Staff costs	26,323	24,588
Travel costs	7,155	4,313
Professional fees	3,385	2,457
Depreciation	330,799	367,007
Amortization	34,051	32,503
Impairment of property, plant and equipment and prepaid land rent	51,113	27,594
Other	14,204	9,891
	907,388	838,423

The increase in cost of sales of $69.0 million, or 8.2%, in the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily due to increased costs related to impairment of property, plant and equipment and land rent, power generation, regulatory permits, security services and travel costs. This year-on-year increase is partially offset by decreases in costs related to aggregate depreciation and amortization, and tower repairs and maintenance.

Impairment of property, plant and equipment and prepaid land rent increased by $23.5 million for the year ended December 31, 2021, primarily resulting from a year-on-year increase of $26.3 million in our Nigeria segment. This year-on-year increase is primarily driven by the site rationalization program agreed with a Key Customer which resulted in the impairment of the related Towers and prepaid land rent in the current year period. The increase is offset by a year-on-year decrease of $5.1 million in our Sub Sahara segment due to an impairment recognized for the year ended December 31, 2020 relating to the warehouse fire in Cameroon.

Power generation increased by $51.0 million in the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to a year-on-year cost increase in our Nigeria segment driven by a year-on-year increases in the U.S. dollar denominated cost of diesel and overall consumption of 10.1% and 14% respectively. The year-on-year increase in overall consumption is primarily driven by increased Tenant and Lease Amendments activity.

Aggregate depreciation and amortization costs decreased by $34.7 million in the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to a year-on-year decrease in our Nigeria and Sub-Saharan Africa segments of $41.9 million and $10.0 million respectively, partially offset by the impact of a higher asset base, mainly due to acquisitions, with MENA and Latam reflecting year-on-year increases in depreciation and amortization of $4.6 million and $12.6 million respectively. The year-on-year decrease in our Nigeria and Sub-Saharan Africa segments primarily resulted from higher costs in the prior year comparative period due to the impact of a prospective change in useful economic life of our standard batteries from 5 years to 3 years effective January 1, 2020 following a review of the battery life and replacement cycles in use across the business, which increased the aggregate depreciation cost for the comparative period for these two segments by $42.6 million.

The year-on-year increases in the cost of site regulatory permits and security services, for the year ended December 31, 2021, of $13.9 million and $3.4 million respectively, are primarily driven by an increase in tower count. The year-on-year increase in travel costs of $2.9 million is primarily due to increased travel activity.

Tower repairs and maintenance costs decreased by $1.4 million in the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to decreased routine maintenance and repairs costs of $2.9 million in our Nigeria segment, partially offset by increased routine maintenance costs of $0.5 million and $0.5 million in our MENA and Latam segments respectively, owing to the acquisitions in those segments.

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Other cost of sales line items increased in aggregate by $10.3 million in the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to an increase in cost related to site and other rental, and staff costs.

Administrative Expenses

Our administrative expenses were $336.5 million for the year ended December 31, 2021, compared to $236.1 million for the year ended December 31, 2020.

The table below shows our administrative expenses for the years ended December 31, 2021 and 2020:

	For the year ended December 31,
	2021	2020
	$’000	$’000
Facilities, short term rental and upkeep	23,210	12,872
Depreciation	13,917	6,240
Amortization	4,115	2,912
Travel costs	8,654	6,815
Staff costs	101,567	78,376
Key management compensation	25,642	13,776
Share‑based payment expense	11,780	8,342
Professional fees	49,685	38,200
Business combination transaction costs	15,779	13,727
Impairment of withholding tax receivables	61,810	31,533
Net gain on disposal of property, plant and equipment	(2,499)	(764)
Operating taxes	1,561	2,239
Other	21,290	21,844
	336,511	236,112

Administrative expenses for the year ended December 31, 2021 increased by $100.4 million, or 42.5%, which was primarily due to increases in the impairment of withholding tax receivables, staff costs (including key management compensation), rent and facilities expenses, professional fees, and share-based payment expenses, partially offset by increase in net gains on disposal of property, plant and equipment.

Impairment of withholding tax receivables increased by $30.3 million to $61.8 million in the year ended December 31, 2021, from $31.5 million in the year ended December 31, 2020. The comparative period includes a reversal of impairment of withholding tax receivables, owing to a one-off increase in the current income tax expense in our Nigeria segment as a result of legislative changes, thus resulting in a higher recoverable value of withholding tax receivables and a reversal of impairments in that period; this one-off credit makes the current period expense comparatively higher. The impairment of withholding tax receivables also increased year-on-year as a result of increased revenues and debtor collections.

Professional fees increased by $11.5 million to $49.7 million in the year ended December 31, 2021 compared to $38.2 million for the year ended December 31, 2020, primarily as a result of fees and other expenses related to the consent solicitation in respect of the 2025 Notes and 2027 Notes, costs associated with our transition to public company status and costs associated with the issue of the IHS Holding 2026 and 2028 Notes.

Rent and facilities costs increased by $10.3 million to $23.2 million in the year ended December 31, 2021, from $12.9 million in the year ended December 31, 2020 and staff costs (including key management compensation) increased by $35.1 million year-on-year.

Share-based payment expenses increased by $3.5 million to $11.8 million in the year ended December 31, 2021 from $8.3 million in the year ended December 31, 2020 and business combination transaction costs increased by $2.1 million to $15.8 million in the year ended December 31, 2021 from $13.7 million in the year ended December 31, 2020.

Other administrative expense items increased year-on-year for the year ended December 31, 2021, by an aggregate of $7.8 million, primarily due to an increase of $8.9 million in aggregate depreciation and amortization and an increase of $1.9

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million in travel costs, partially offset by increase in net gain on disposal of property, plant and equipment of $1.7 million and decrease of $0.6 million and $0.5 million in operating taxes and other administrative expenses respectively.

Loss Allowance on Trade Receivables

Our loss allowance on trade receivables decreased by $47.1 million, resulting in a net reversal of the allowance for trade and other receivables of $34.0 million for the year ended December 31, 2021, compared to a loss allowance on trade receivables of $13.1 million for the year ended December 31, 2020. During the year ended December 31, 2021, we collected a portion of an amount previously provisioned and experienced improved collections in respect of one Key Customer, which resulted in a one-off reversal of the allowance for doubtful debts in respect of that customer of totaling $36.5 million.

Other Income

Other income increased by $2.1 million year-on-year, to $18.5 million for the year ended December 31, 2021 compared to $16.4 million for the year ended December 31, 2020. The year-on-year increase resulted from a decrease in insurance claim income of $8.1 million and a year-on-year increase of $10.2 million in other income, mainly related to the derecognition of contingent consideration related to business combinations, which is no longer due.

Net Finance Income/Costs

Our net finance costs were $396.5 million for the year ended December 31, 2021, compared to $484.8 million for the year ended December 31, 2020.

The table below shows our net finance costs for the years ended December 31, 2021 and 2020:

	For the year ended December 31,
	2021	2020
	$’000	$’000
Interest income—bank deposits	7,798	5,101
Net foreign exchange gain on derivative instruments—unrealized	-	29,151
Net foreign exchange gain on derivative instruments—realized	9,889	4,061
Fair value gain on embedded options	604	110,655
Fair value gain on embedded derivative within revenue contract	7,231	-
	25,522	148,968
Interest expenses – third party loans	179,280	182,246
Unwinding of discount on decommissioning liability	4,644	2,644
Interest and finance charges paid/payable for lease liabilities	32,826	27,384
Net foreign exchange loss arising from financing - unrealized	126,131	363,953
Net foreign exchange loss arising from financing – realized	43,422	49,564
Costs paid on early loan/bond settlement	18,171	-
Fees on loans and financial derivatives	13,663	7,806
Fair value loss on embedded derivative within revenue contract	-	169
Net foreign exchange loss on derivative instruments—unrealized	3,897	-
	422,034	633,766
Net finance costs	(396,512)	(484,798)

Net finance costs decreased by $88.3 million, or 18.2%, in the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the substantial decrease of $244.0 million in net foreign exchange losses (realized and unrealized) arising from financing, set-off with a decrease of $102.7 million in fair valuation gain on embedded options, an increase of $18.2 million and $5.9 million in bond redemption costs and fees on loans and financial derivatives, respectively. The year-on-year decrease in finance costs was partially offset by an increase of $7.4 million in aggregate finance charges on leases and decommissioning liability, and a decrease in net foreign exchange gains on derivative instruments (realized and unrealized) of $27.2 million.

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The decrease of $244.0 million in net foreign exchange loss arising from financing (which is mainly unrealized) for the year ended December 31, 2021 is primarily due to changes in exchange rates, predominantly between the Naira, the Zambian Kwacha and the Brazilian Real against the U.S. dollar. This arises on commercial bank and related party loans denominated in U.S. dollars at the subsidiary level as a result of loan revaluations in local functional currency at period ends.

The decrease of $102.7 million in fair valuation losses on embedded options within our Senior Notes for the year ended December 31, 2021 mainly results from the increases in the market value of the 2027 Notes which increases the value of the call options, offset by the write off of the embedded option within the 2025 Notes due to early settlement and the recognition of the embedded options within the 2026 and 2028 Notes issued in the year ended December 31, 2021.

The $2.9 million decrease in third party loan interest expense from $182.2 million in the year ended December 31, 2020 to $179.3 million for the year ended December 31, 2021, largely reflects the impact of lower interest rates in our Nigeria segment resulting from lower LIBOR and NIBOR interest rates applicable to the senior facilities in our Nigeria segment, and from a lower average margin applied to the U.S. Dollar denominated senior facilities in our Nigeria Segment in the year ended December 31, 2021 compared to the prior year, owing to the clauses within that agreement. The impact of lower interest within our Nigeria segment is partially offset by an increase in the amount of borrowings within our Latam and MENA segments.

The year-on-year increase of $7.4 million in the aggregate cost of financing related to leases and decommissioning liabilities for the year ended December 31, 2021 results primarily from an increase in the number of towers, from acquisitions and from new sites, for which we have entered into ground leases and to which the decommissioning liabilities relate.

Other movements resulting in significant year-on-year decreases in net finance costs for the year ended December 31, 2021 include an increase in bank loan interest earned of $2.7 million, decrease of $2.9 million of third party interest expense set-off with a decrease in aggregate realized and unrealized gains on non-deliverable currency forwards of $27.2 million, decrease in gain on derivative instruments (realized and unrealized) of $23.3 million set-off with an increase of $18.2 million and $5.9 million in bond redemption costs and fees on loans and financial derivatives respectively.

Income Tax Expense/(Benefit)

Our current income tax expense was $91.7 million for the year ended December 31, 2021, compared to a current income tax expense of $95.1 million for the year ended December 31, 2020.

We had a deferred income tax benefit of $73.7 million for the year ended December 31, 2021, compared to deferred tax expenses of $74.7 million for the year ended December 31, 2020.

The table below shows our income tax expense for the years ended December 31, 2021 and 2020:

	For the year ended December 31,
	2021	2020
	$’000	$’000
Current taxes on income	91,692	95,107
Deferred income taxes	(73,712)	74,722
Total tax expense	17,980	169,829

The year-on-year decrease in current income tax expense for the year ended December 31, 2021 of $3.4 million is primarily due to decreases in our Nigeria, Latam and Other segment of $14.9 million, $0.3 million and $11.3 million respectively. This is partially offset by an increase in current income tax expense of $23.0 million in our Sub-Saharan Africa segment. The larger income tax expense in our Sub-Saharan Africa segment in the year ended December 31, 2021 primarily results from lower amounts of allowances and assessed losses available to be applied against taxable income.

The lower income tax expense in our Nigeria segment in the year ended December 31, 2021 compared to the previous year arose because the results for the year ended December 31, 2020 included the retrospective impact of the application of amendments in the Nigeria Finance Act of 2019.  This legislation limits the deductibility of certain expenses for tax purposes and limits the number of tax periods for which certain losses and allowances may be carried forward to be applied against future taxable profits with effect from the tax period ended December 31, 2019.  The application of amendments in the Nigeria Finance Act of 2019 resulted in a cumulative catch-up of tax expense in the year ended December 31, 2020

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related to the impacts of an under-provision for income tax in respect of the year ended December 31, 2019 and increased tax expense for the year ended December 31, 2020.

The year-on-year change in deferred income tax of $148.4 million resulting in a credit of $73.7 million for the year ended December 31, 2021 is due to decreases in deferred tax expense of $61.0 million, $19.9 million and $71.8 million, in our Nigeria, Sub-Saharan Africa and Latam segments respectively, partially offset by an increase deferred tax in Other segments of $4.3 million.

The year-on-year decrease in deferred income tax expense of $61.0 million in our Nigeria segment for the year ended December 31, 2021 results from the derecognition of a portion of the deferred tax assets related to unutilized finance costs and foreign exchange losses in the year ended December 31, 2020, resulting from the amendments in the Nigeria Finance Act of 2019 which limits the number of tax periods for which certain losses and allowances may be carried forward to be applied against future taxable profits. As a result of these limitation, we estimate that a portion of those allowances would expire before they could be utilized.

The year-on-year decrease in deferred income tax expense of $19.9 million in our Sub-Saharan Africa segment for the year ended December 31, 2021 results primarily from reversals of deferred income tax balances related to unutilized capital allowances and assessed losses which were reversed to a greater extent in the year ended December 31, 2020, owing to their utilization in that period.

The year-on-year decrease in deferred income tax expense of $71.8 million in our Latam segment for the year ended December 31, 2021 results primarily from the reversal of deferred income tax liability due to tax relief available from the CSS and Skysites Acquisitions.

Loss for the Period

Our loss for the year ended December 31, 2021 was $26.1 million compared to a loss of $322.7 million for the year ended December 31, 2020, a decrease of $296.6 million for the period of which $244.0 million is due to a year-on-year decrease in net foreign exchange losses on financing. The decrease in loss was also due to increased revenue, a reversal of allowance for trade receivables, an increase in other income, an aggregate decrease in other net finance costs, and a decrease in total tax expense, partially offset by and an increase in cost of sales and in administrative expenses for the period.

Segment Results

Revenue:

Revenue for each of our reportable segments was as follows:

	For the year ended December 31,
	2021	2020	Change	Change
	$'000	$'000	$'000	%
Nigeria	1,146,732	1,037,836	108,896	10.5	%
Sub-Saharan Africa	343,945	313,416	30,529	9.7	%
MENA	29,347	21,712	7,635	35.2	%
Latam	59,706	30,185	29,521	97.8	%
Total revenue	1,579,730	1,403,149	176,581	12.6	%

Nigeria

Revenue for our Nigeria segment increased by $108.9 million, or 10.5%, to $1,146.7 million for the year ended December 31, 2021, compared to $1,037.8 million for the year ended December 31, 2020.

Year-on-year revenue for the year ended December 31, 2021 increased organically by $193.0 million, or 18.6%, driven by an increase in Tenants of 787, which includes Tenants from 317 net new sites, and 8,986 Lease Amendments added in the year ended December 31, 2021, and from increases through contractual CPI escalations and foreign exchange reset mechanisms.

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Aggregate increases of $193.0 million in organic revenue are partially offset by the impact of negative movements in the Naira to U.S. dollar foreign exchange rate of $84.1 million.

Sub-Saharan Africa

Revenue for our Sub-Saharan Africa segment increased by $30.5 million, or 9.7%, to $343.9 million for the year ended December 31, 2021, compared to $313.4 million for the year ended December 31, 2020. Revenue increased organically by $25.9 million, or 8.3%, driven by increases through contractual CPI escalations and foreign exchange reset mechanisms, and the addition of 155 Lease Amendments, partially offset by a net decrease in Tenants of 207, which includes the impact of net Churn of 832 Tenants not relating to Key Customers, and the impact of a net increase in new sites of 251. Revenue in the year ended December 31, 2021 also grew year-on-year inorganically by $4.2 million, or 1.3%, from the acquisition of a tower portfolio in Rwanda in April 2021 which resulted in 162 additional towers and 283 additional Tenants, and grew by $0.5 million, or 0.2%, as a result of the non-core net positive impact of movements in foreign exchange rates.

MENA

Revenue for our MENA segment increased by $7.6 million, or 35.2%, to $29.3 million for the year ended December 31, 2021, compared to $21.7 million for the year ended December 31, 2020. Revenue in our MENA segment for the year ended December 31, 2021 did not reflect significant organic growth and grew inorganically in the period by $6.9 million, or 32% mainly due to the increase in the number of towers by 193 related to the third and fourth stages of the Kuwait Acquisition. Revenue in the period also grew year-on-year by $0.4 million, or 1.8%, as a result of the non-core net positive impact of movements in foreign exchange rates. Our MENA segment also added 47 new sites (excluding the third and fourth stages of the Kuwait Acquisition) in the year ended December 31, 2021.

Latam

Revenue for our Latam segment increased by $29.5 million, or 97.8%, to $59.7 million for the year ended December 31, 2021, compared to $30.2 million for the year ended December 31, 2020. Revenue increased organically by $7.4 million, or 24.6%, driven by a net increase in Tenants of 710, which includes the impact of a net increase in new sites of 604 and from increases through contractual CPI reset mechanisms. Revenue for our Latam segment also grew inorganically in the year ended December 31, 2021 by $22.9 million, or 75.9%, which primarily includes the impact of 1,824 Towers and 2,006 Tenants added through the Skysites Acquisition and the Centennial Acquisition, respectively. The aggregate increase in organic and inorganic revenue was partially offset by an amount of $0.8 million, or 2.7%, representing a non-core net negative impact of movements in foreign exchange rates.

Segment Adjusted EBITDA:

Segment Adjusted EBITDA, our key profitability measure used to assess the performance of our reportable segments, for each of our reportable segments was as follows:

	For the year ended December 31,
	2021	2020	Change	Change
	$'000	$'000	$'000	%
Nigeria	783,544	701,273	82,271	11.7	%
Sub-Saharan Africa	190,654	170,784	19,870	11.6	%
MENA	13,085	9,937	3,148	31.7	%
Latam	42,688	22,696	19,992	88.1	%
Other	(103,575)	(85,676)	(17,899)	20.9	%
Total Segment Adjusted EBITDA	926,396	819,014	107,382	13.1	%

Nigeria

Segment Adjusted EBITDA for our Nigeria segment was $783.5 million for the year ended December 31, 2021 compared to $701.3 million for the year ended December 31, 2020, an increase of $82.2 million, or 11.7%. The year-on-year increase is primarily due to revenue growth as described above and a decrease in tower repairs and maintenance of $2.9 million and from the credit impact of $46.9 million related to the loss allowance on trade receivables, partially offset by an increase in

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power generation costs of $46.8 million, an increase in regulatory permit costs and security services of $9.7 million and $3.1 million respectively, an increase in other cost of sales line items of $9.4 million, and an increase in those administrative expenses included within Segment Adjusted EBITDA of $7.4 million.

Sub-Saharan Africa

Segment Adjusted EBITDA for our Sub-Saharan Africa segment was $190.7 million for the year ended December 31, 2021 compared to $170.8 million for the year ended December 31, 2020, an increase of $19.9 million, or 11.6%. The increase is primarily due to an increase in revenue as described above, partially offset by an increase in power generation costs of $2.9 million, an increase in regulatory permit cost of sales of $4.2 million, and an increase in those administrative expenses included within Segment Adjusted EBITDA of $2.7 million.

MENA

Segment Adjusted EBITDA for our MENA segment was $13.1 million for the year ended December 31, 2021 compared to $9.9 million for the year ended December 31, 2020, an increase of $3.2 million, or 31.7%. The increase is primarily due to an increase in revenue as described above, partially offset by an increase in those cost of sales included within Segment Adjusted EBITDA of $3.4 million, and an increase in those administrative expenses included within Segment Adjusted EBITDA of $1.0 million.

Latam

Segment Adjusted EBITDA for our Latam segment was $42.7 million for the year ended December 31, 2021 compared to $22.7 million for the year ended December 31, 2020, an increase of $20.0 million, or 88.1%. The increase is primarily due to an increase in revenue as described above, partially offset by an increase in cost of sales included within Segment Adjusted EBITDA of $2.2 million, and an increase in those administrative expenses included within Segment Adjusted EBITDA of $7.3 million.

Capital Expenditure:

Capital expenditure for each of our reportable segments was as follows:

	For the year ended December 31,
	2021	2020	Change	Change
	$'000	$'000	$'000	%
Nigeria	299,683	168,035	131,648	78.3	%
Sub-Saharan Africa	42,319	43,450	(1,131)	(2.6)	%
MENA	5,966	891	5,075	569.6	%
Latam	52,908	14,022	38,886	277.3	%
Other	1,600	2,801	(1,201)	(42.9)	%
Total capital expenditure	402,476	229,199	173,277	75.6	%

Nigeria

Capital expenditure for our Nigeria segment was $299.7 million for the year ended December 31, 2021 compared to $168.0 million for the year ended December 31, 2020, an increase of $131.7 million, or 78.3%. The increase is primarily due to an increase in capital expenditure related to our fiber business of $46.4 million, an increase in augmentation capital expenditure of $20.8 million, an increase in capital expenditure related to new sites of $31.4 million, an increase of purchase of sites expenditure of $7.7 million and increase in maintenance capital expenditure and other capital expenditures of $10.9 million and $14.1 million, respectively.

Sub-Saharan Africa

Capital expenditure for our Sub-Saharan Africa segment was $42.3 million for the year ended December 31, 2021 compared to $43.5 million for the year ended December 31, 2020, a decrease of $1.2 million, or 2.6%. The decrease is primarily due to a decrease in maintenance capital expenditure of $6.1 million and other expenditure of $1.2 million, partially

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offset by increases in augmentation capital expenditure, new site capital expenditure and refurbishment capital expenditure of $0.9 million, $4.1 million and $1.1 million, respectively.

MENA

Capital expenditure for our MENA segment was $6.0 million for the year ended December 31, 2021 compared to $0.9 million for the year ended December 31, 2020, an increase of $5.1 million, or 569.6%. The year-on-year increase is primarily due to an increase of $0.6 million in refurbishment capital expenditure, increase of $3.0 million relating to the Egypt license fee and an increase in new site capital expenditure of $1.5 million.

Latam

Capital expenditure for our Latam segment was $52.9 million for the year ended December 31, 2021 compared to $14.0 million for the year ended December 31, 2020, an increase of $38.9 million, or 277.3%. The year-on-year increase is primarily due to a net increase of $24.5 million in new site capital expenditure, an increase of maintenance capital expenditure of $4.9 million and an increase of $9.3 million as a result of our new fiber business.

B. Liquidity and Capital Resources

Overview

We generally fund our operations, which include operating expenses and debt service requirements (principal and interest payments), through cash flow from operating activities. We have historically funded acquisitions and other investments in our business, including large scale New Site construction and site improvements, from a combination of external equity raised from shareholders, long-term debt financings and internally generated cash from operations. External equity funding was raised at the IHS Holding Limited level, where it was held in U.S. dollars until required by operating subsidiaries or for acquisitions. As and when operating subsidiaries required these funds, the funding was allocated through intercompany loans to those subsidiaries. The proportion of intercompany loans to equity is unique to each operation and determined by commercial funding requirements, local taxation and corporate legislation.

As of December 31, 2021, we had $1,186 million of total liquidity, which was equal to our unrestricted cash and cash equivalents of $916 million and availability under the IHS Holding revolving credit facility (see “— Indebtedness” for more information) of $270 million. Our centralized treasury team supervises our cash management. Our cash and cash equivalents are generated within our operating subsidiaries and held either locally or up streamed to IHS Holding Limited (or intermediaries thereof). As a holding company, our 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.

We believe that our available liquidity and cash from operations will be sufficient to satisfy our operating expenses, debt service, capital expenditure requirements and organic growth strategies for the next 12 months. However, our ability to satisfy our operating expenses, debt service, capital requirements and growth strategies will depend on our future performance, which is subject to general economic, financial, competitive, regulatory and other factors, including those described in the “Risk Factors” section of this Annual Report on Form 20-F. If we are unable to generate sufficient cash flow from operating activities in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the current interests of our existing shareholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. There can be no assurance that such financing will be available to us on commercially reasonable terms or at all.

Additionally, we continuously review our funding and maturity profile. As part of this review, we regularly explore opportunities in the global bond markets to try and ensure that we are well positioned to avail ourselves of any refinancing opportunities, including for our 2027 Notes and our other facilities.

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Statements of cash flows

Net cash generated from operating activities

Net cash generated from operating activities increased by $114.9 million year-on year in the year ended December 31, 2021, to $750.2 million, from $635.3 million in the year ended December 31, 2020. The year-on-year increase is primarily due to increased cash from operations of $131.4 million, partially offset by increased income tax paid of $14.6 million and an increase in cash outflows from payment of rent of $1.7 million.

The year-on-year increase in cash from operations for the year ended December 31, 2021, is primarily due to the increase in cash profits, represented by the increase in Adjusted EBITDA after excluding the impact of the reversal of the loss allowance on trade and other receivables.

Net cash used in investing activities

Net cash used in investing activities increased by $119.4 million, to $877.9 million in the year ended December 31, 2021, from $758.5 million in the year ended December 31, 2020, primarily due to an increase in capital expenditure for property, plant and equipment (including advance payments) $170.7 million and increase in deposits of short term deposits of $103.6 million, partially offset by an increase of cash inflows from insurance claims of $10.4 million and decrease in consideration paid for business acquisitions of $141.9 million. The year-on-year decrease in cash paid for business acquisitions is due to larger expenditures in the year ended December 31, 2020 related to the CSS Acquisition and the first and second phase of the Kuwait Acquisition, compared to expenditures in the year ended December 31, 2021 which include the Skysites acquisition, the Centennial Columbia and Centennial Brazil acquisition, the third and fourth phase of the Kuwait Acquisition and the TIM Fiber Acquisition.  The year-on-year increase in capital expenditures for property, plant and equipment (including advance payments) is described in more detail in Item 5.A. “Operating Results—Results of Operations—Segment Results.”

Net cash used in/generated from financing activities

Net cash generated from financing activities increased by $652.4 million, to $524.3 million in the year ended December 31, 2021, from net cash used in financing activities of $128.1 million in the year ended December 31, 2020. The year-on-year increase in cash inflows is primarily due to an increase of $290.2 million in loans received from third parties net of principal repayments, an increase of $79.7 million in aggregate gains received and deposits refunded on non-deliverable forward derivative instruments, and an increase in cash inflows for capital raised (net of costs) of $349.8 million. These increased inflows are partially offset by an increase of $37.9 million in cash outflows from aggregate payments of lease liability principal and interest, and an increase of $29.2 million in fees on loans and derivative instruments.

The year-on-year increase in cash generated from loans received from third parties, net of principal repayments, is primarily due to the issue of the 2026 Notes and 2028 Notes issued in the year ended December 31, 2021.

Indebtedness

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, 2021.

IHS Holding Revolving Credit Facility

IHS Holding Limited entered into an amendment and restatement agreement dated June 2, 2021 with Citibank Europe Plc, UK Branch as facility agent, or the RCF Amendment and Restatement Agreement, which amended and restated the $225 million revolving credit facility agreement dated March 30, 2020, or the Original IHS Holding Revolving Credit Facility and, as amended and restated under the RCF Amendment and Restatement Agreement, the Restated IHS Holding Revolving Credit Facility, between, amongst others, IHS Holding Limited, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders. The Restated IHS Holding Revolving Credit Facility was amended and restated to align with the proposed amendments to the

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indenture governing the IHS Netherlands Holdco B.V. Notes, as set forth in a consent solicitation statement dated June 14, 2021.

The commitments under the Restated IHS Holding Revolving Credit Facility were subsequently increased to $270 million, pursuant to an increase confirmation entered into by IHS Holding Limited and RMB International (Mauritius Limited) on July 23, 2021, and a further increase confirmation between IHS Holding Limited and the Royal Bank of Canada that became effective on October 14, 2021.

The Restated IHS Holding Revolving Credit Facility was further amended pursuant to an amendment letter dated September 29, 2021, which amended certain terms to align with the amendments made to the Senior Credit Facilities pursuant to the Senior Credit Facilities Amendment and Restatement Agreement (in each case as defined below).

The Restated IHS Holding Revolving Credit Facility is denominated in U.S. dollars and is governed by English law. Each of IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Towers NG Limited, IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., INT Towers Limited and IHS Nigeria are guarantors under the Restated IHS Holding Revolving Credit Facility.

The interest rate per annum applicable to loans made under the Restated IHS Holding Revolving Credit Facility is, prior to a rate switch date, equal to LIBOR plus a margin of 3.00% per annum and, after a rate switch date is equal to a compounded reference rate based on SOFR (calculated on a five Risk-Free Rate, or RFR, banking day lookback), and a credit adjustment spread plus a margin of 3.00% per annum. IHS Holding Limited also pays certain other fees and costs, including fees for undrawn commitments, fees for utilization and fees to the agents.

Funds borrowed under the Restated IHS Holding Revolving Credit Facility can be applied towards general corporate purposes including, but not limited to, the financing of (a) New Site programs and (b) the repayment of indebtedness (including interest and fees on that indebtedness).

Subject to certain conditions, IHS Holding Limited may voluntarily prepay its utilizations and/or permanently cancel all or part of the available commitments under the Restated IHS Holding Revolving Credit Facility by giving three business days’ prior notice (or, in relation to a compounded rate loan, on five RFR banking days’ prior notice, or in any case any such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Restated IHS Holding Revolving Credit Facility 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 Revolving Credit Facility; and (ii) upon the occurrence of a change of control as defined in the credit agreement governing the Restated IHS Holding Revolving Credit Facility.

The credit agreement governing the Restated IHS Holding Revolving Credit Facility 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 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 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 credit agreement governing the Restated IHS Holding Revolving Credit Facility contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

The Restated IHS Holding Revolving Credit Facility will terminate in March 2023 unless further extended in accordance with its terms for successive 12 month periods up to and including March 2025. As of December 31, 2021, the Restated IHS Holding Revolving Credit Facility was undrawn and had $270 million in available borrowing capacity, which could be increased to up to $300 million.

IHS Holding Bridge Facility

IHS Holding Limited entered into a $500 million bridge facility agreement dated August 10, 2021, or the IHS Holding Bridge Facility, between, amongst others, IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers and original lenders, Standard Chartered Bank, as facility agent and the financial institutions. The IHS Holding Bridge Facility is denominated in U.S. dollars and is governed by English law. Funds borrowed under the IHS Holding Bridge Facility can be applied only toward certain acquisitions listed therein.

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The IHS Holding Bridge Facility will terminate 12 months from the signing date of the IHS Holding Bridge Facility (being August 10, 2021), unless extended for a period of six months after the original termination date on the request of IHS Holding Limited.

The IHS Holding Bridge Facility was amended pursuant to an amendment letter dated September 29, 2021, which amended certain terms to align with the corresponding terms of the Restated Senior Credit Facilities pursuant to the Senior Credit Facilities Amendment and Restatement Agreement (in each case as defined below).

The interest rate per annum applicable to loans made under the IHS Holding Bridge Facility is equal to LIBOR plus a margin of 3.50% per annum increasing by 0.50% every three months for a period of 18 months up to a maximum of 6.00% per annum and, after a rate switch date, is equal to a compounded reference rate based on SOFR (calculated on a five RFR banking day lookback). IHS Holding Limited also pays certain other fees and costs, including fees for undrawn commitments, arrangement fees and fees to the facility agent.

Subject to certain conditions, IHS Holding Limited may voluntarily prepay its utilizations and/or permanently cancel all or part of the available commitments under the IHS Holding Bridge Facility by giving three business days’ prior notice or on five RFR Banking Days’ notice following the replacement of USD LIBOR in accordance with the terms of the IHS Holding Bridge Facility, or such shorter period as the majority lenders may agree. In addition to voluntary prepayments, the IHS Holding Bridge Facility 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 Bridge Facility; (ii) upon the occurrence of a change of control and (iii) disposal proceeds, acquisition claims and takeout financing and equity issuance proceeds as defined in the credit agreement governing the IHS Holding Bridge Facility.

The credit agreement governing the IHS Holding Bridge Facility 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 Bridge Facility includes 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 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 credit agreement governing the IHS Holding Bridge Facility also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

IHS Netherlands Holdco B.V. Notes

On September 18, 2019, our wholly owned subsidiary, IHS Netherlands Holdco B.V., issued $500 million of 7.125% Senior Notes due 2025 (the “2025 Notes”), and $800 million of 8.0% Senior Notes due 2027 (the “2027 Notes”, and, together with the 2025 Notes, the “IHS Netherlands Holdco B.V. Notes”), which are guaranteed by IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers, and (since June 22, 2021) IHS Holding Limited. The issuance of the IHS Netherlands Holdco B.V. Notes was part of a refinancing transaction (that also included the Senior Credit Facilities, as described below), the proceeds of which were used to, inter alia, repay (a) the outstanding $800 million 9.5% Senior Notes due 2021 previously issued by IHS Netherlands Holdco B.V. in 2016, (b) the INT Towers Bank Loan and (c) the IHS Nigeria Bank Loan.

We used the proceeds from the IHS Netherlands Holdco B.V. Notes to refinance existing indebtedness, including the $800 million aggregate principal amount of 9.500% Senior Notes due 2021 issued by IHS Netherlands Holdco B.V., the IHS Nigeria Bank Loan and the INT Towers Bank Loan, pay transaction fees and expenses, to fund a partial settlement of intercompany loans and for general corporate purposes.

On July 31, 2020, IHS Netherlands Holdco B.V. issued an additional $140 million in aggregate principal amount of 2027 Notes and an additional $10 million in aggregate principal amount of 2025 Notes, resulting in an aggregate principal amount of $510 million of 2025 Notes and $940 million of 2027 Notes. The proceeds of the issuance of the additional notes were used for general corporate purposes.

On June 14, 2021, IHS Netherlands Holdco B.V. announced that it had commenced a consent solicitation in respect of all of its outstanding IHS Netherlands Holdco B.V. Notes, soliciting consents to proposed amendments to the indenture governing the IHS Netherlands Holdco B.V. Notes to, among other things, expand the “restricted group” to encompass IHS Holding Limited and all of IHS Holding Limited’s subsidiaries (other than any unrestricted subsidiaries), which would then

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be subject to the covenants and events of default under the indenture governing the IHS Netherlands Holdco B.V. Notes (as amended). The proposed amendments also included certain other consequential changes to the negative covenants and restrictions in the indenture governing the IHS Netherlands Holdco B.V. Notes resulting from the larger group structure. On June 17, 2021, IHS Netherlands Holdco B.V. announced that it had obtained the consents from holders of a majority in aggregate principal amount of its outstanding IHS Netherlands Holdco B.V. Notes to effect the proposed amendments and announced on June 22, 2021, that the amendments to the indenture governing the IHS Netherlands Holdco B.V. Notes had become operative.

On November 16, 2021, IHS Netherlands Holdco B.V. issued a conditional notice of redemption (“Conditional Notice of Redemption”) in respect of the 2025 Notes. IHS Netherlands Holdco B.V.’s obligation to redeem any of the 2025 Notes was conditioned upon the successful issuance by IHS Holding Limited of $500 million 5.625% Senior Notes due 2026 (the “2026 Notes”) and $500 million 6.250% Senior Notes due 2028 (the “2028 Notes” together with the 2026 Notes, the “IHS Holding Limited Notes”) to fund the redemption of the 2025 Notes (including, without limitation, the redemption premium, additional amounts (if any) and accrued interest to the redemption date) (the “Financing Condition”).

On November 29, 2021, IHS Netherlands Holdco B.V. issued an irrevocable notice of redemption (“Final Notice of Redemption”) confirming that the conditions specified in the Conditional Notice of Redemption including the Financing Condition had been met and the 2025 Notes would be redeemed on November 30, 2021. On November 30, 2021, pursuant to the Final Notice of Redemption, IHS Netherlands Holdco B.V. redeemed the full principal amount of the 2025 Notes.

The 2027 Notes mature on September 18, 2027. The 2027 Notes pay interest semi-annually and the principal is repayable in full on maturity. At any time prior to September 18, 2022, IHS Netherlands Holdco B.V. may redeem up to 40% of the 2027 Notes at a redemption price equal to 108.000% of the principal amount of the 2027 Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, so long as at least 50% of the aggregate original principal amount of the applicable series of 2027 Notes remains outstanding immediately after each such redemption. In addition, IHS Netherlands Holdco B.V. may redeem all or a part of the 2027 Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium.  On or after September 18, 2022, 2023 or 2024, IHS Netherlands Holdco B.V. may redeem all or a part of the 2027 Notes at 104.000%, 102.000% and 100.000%, respectively.

The indenture governing the IHS Netherlands Holdco B.V.  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. Additionally, the indenture provides the flexibility to substitute IHS Holding Limited, or any parent holding company of IHS Netherlands Holdco B.V., as the issuer of the IHS Netherlands Holdco B.V. Notes upon a qualifying initial public offering, subject to certain conditions.

IHS Holding Limited Notes

On November 29, 2021, IHS Holding Limited issued the IHS Holding Limited Notes, which are 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 and INT Towers Limited.

At any time prior to November 29, 2023 for the 2026 Notes and November 29, 2024 for the 2028 Notes, IHS Holding Limited may redeem up to 40% of the notes at a redemption price equal to 105.625% of the principal amount of the 2026 Notes and 106.250% of the principal amount of the 2028 Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, so long as at least 50% of the aggregate original principal amount of the applicable series of IHS Holding Limited Notes remains outstanding immediately after each such redemption. In addition, IHS Holding Limited may redeem all or a part of the IHS Holding Limited Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium. On or after November 29, 2023, 2024 or 2025, IHS Holding Limited may redeem all or a part of the 2026 Notes at 102.81250%, 101.40625% and 100.00000%, respectively. On or after November 29, 2024, 2025 or 2026, IHS Holding Limited may redeem all or a part of the 2028 Notes at 103.1250%, 101.5625% and 100.0000%, respectively.

The indenture governing the IHS Holding Limited 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.

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We used the proceeds of the issuance of the IHS Holding Limited Notes to redeem the entire principal amount of the 2025 Notes including any accrued and unpaid interest, pay the redemption premium for the 2025 Notes and fees and expenses related to the offering of the IHS Holding Limited Notes, and for general corporate purposes. The IHS Holding Limited Notes pay interest semi-annually and the principal is repayable in full on maturity.

Senior Credit Facilities

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an amendment and restatement agreement dated September 29, 2021 with Ecobank Nigeria Limited as agent, or the Senior Credit Facilities Amendment and Restatement Agreement, which amended and restated the facilities agreement dated September 3, 2019, or the Original Senior Credit Facilities, and, as amended and restated under the Senior Credit Facilities Amendment and Restatement Agreement, the Restated Senior Credit Facilities, between, among others, IHS Netherlands Holdco B.V. as holdco and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders. The Restated Senior Credit Facilities was amended and restated to align with the amendments to the indenture governing the 2027 Notes (as defined above) issued by IHS Netherlands Holdco B.V., as set forth in a consent solicitation statement dated June 14, 2021, and to add IHS Holding Limited as a guarantor. The Restated Senior Credit Facilities were entered into as part of a wider refinancing exercise (that also included the issuance of the IHS Netherlands Holdco B.V. Notes, as described above) of our Nigeria group debt. The Restated Senior Credit Facilities are governed by English law. The Restated Senior Credit Facilities also include customary negative and financial covenants that limit certain activities of IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers. This facility was fully drawn down in 2019.

The interest rate per annum applicable to loans made under the Restated Senior Credit Facilities is equal to: (a) in relation to the U.S. dollar facility, prior to a rate switch date, LIBOR (subject to a zero floor) plus a margin of 4.25% per annum (subject to a margin ratchet where the level of margin may be increased (up to a maximum of 4.50)% or decreased subject to certain tests, including the relevant leverage ratio of the IHS Holding Limited group) and, after a rate switch date for U.S. dollars, is equal to a compounded reference rate based on SOFR (calculated on a five day RFR banking day lookback) and a credit adjustment spread plus the margin; and (b) in relation to the Naira facility, NIBOR (subject to a zero floor) plus a margin of 2.50% per annum. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including fees for undrawn commitments, management fees, participation fees and fees to the agent.

The U.S. dollar facility had an original principal amount of $110.0 million, and the Naira facility had an original principal amount of ₦141.3 billion (approximately $325 million).

Funds borrowed under the Restated Senior Credit Facilities were to be applied towards, inter alia, refinancing certain indebtedness of INT Towers, general corporate and working capital purposes, and funding a partial settlement of intercompany loans.

Each facility under the Restated Senior Credit Facilities will terminate on the date falling 60 months after the date of the first utilization of that facility. The Restated Senior Credit Facilities will be repayable in instalments. 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 under the Restated Senior Credit Facilities by giving five business days’ prior notice (or such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Restated Senior Credit Facilities requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

IHS Côte d’Ivoire S.A. Facility

On June 30, 2015, IHS Côte d’Ivoire S.A. entered into a credit agreement with Citibank Côte d’Ivoire, Ecobank Côte d’Ivoire, Société Genérale de Banques en Côte d’Ivoire, The Standard Bank of South Africa Limited and Standard Chartered Bank, as amended and restated on August 11, 2017, split into one tranche with a total commitment of €52 million (approximately $59 million), or the IHS Côte d’Ivoire Euro Tranche, and one tranche with a total commitment of XOF 44.6 billion (approximately $77 million), or the IHS Côte d’Ivoire XOF Tranche, collectively the IHS Côte d’Ivoire S.A. Facility. The IHS Cote d’Ivoire S.A. Facility is guaranteed by IHS Holding Limited. The IHS Côte d’Ivoire Euro Tranche was issued at an interest rate of 3.75% plus EURIBOR, (subject to a zero floor), and the IHS Côte d’Ivoire XOF Tranche was issued at an interest rate of 6%. The IHS Côte d’Ivoire S.A. Facility contains customary information and negative covenants and requires

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IHS Côte d’Ivoire S.A. to observe certain customary affirmative covenants, subject to certain agreed exceptions and materiality carve-outs. The covenants include that IHS Côte d’Ivoire S.A. maintain specified net debt to EBITDA ratios and interest coverage ratios, each as defined in the IHS Côte d’Ivoire S.A. Facility. The IHS Côte d’Ivoire S.A. Facility will expire in August 2022. This facility was fully drawn down in 2017.

IHS Zambia Limited Facility

On December 23, 2020, IHS Zambia Limited entered into a common terms agreement with the International Finance Corporation and Standard Chartered Bank, with a total commitment of $95.0 million, or the IHS Zambia Limited Facility, split into two different facilities, the first facility for an aggregate commitment representing $75.0 million, or the IFC Facility, and the second facility for an aggregate commitment representing $20.0 million, or the SCB Facility. The IHS Zambia Limited Facility was amended and restated on February 13, 2021.

The IHS Zambia Limited Facility is guaranteed by IHS Holding Limited. As of March 4, 2021, the IHS Zambia Limited Facility was fully utilized. The IHS Zambia Limited Facility was issued at an interest rate of 5.0% plus LIBOR (subject to a zero floor). The IHS Zambia Limited Facility contains customary information and negative covenants and requires IHS Zambia Limited to observe certain customary affirmative covenants, subject to certain agreed exceptions and materiality carve-outs. The covenants include that IHS Zambia Limited maintain specified net debt to EBITDA ratios and interest coverage ratios, each as defined in the IHS Zambia Limited Facility. The respective facilities comprising the IHS Zambia Limited Facility will expire in December 2027.

IHS Rwanda Limited Facility

On June 4, 2014, IHS Rwanda Limited entered into a common terms agreement, or the CTA, with IFC, FMO, Access Bank (Rwanda) Ltd, Ecobank Rwanda Limited, Guaranty Trust Bank (Rwanda) Ltd, I&M Bank (Rwanda) Limited and KCB Bank Rwanda, or collectively the Commercial Lenders, as amended from time to time. Pursuant to the CTA, IHS Rwanda Limited entered into the following credit agreements: a credit agreement with IFC with a total commitment of up to $25 million, or the IFC Facility, a credit agreement with FMO with a total commitment of up to $20 million, or the FMO Facility and, together with the IFC Facility, the USD Facility, and a credit agreement with the Commercial Lenders with a total commitment of up to RWF 13.8 billion (approximately $14 million), or the RWF Facility, together with the IFC Facility and the FMO Facility, collectively, the IHS Rwanda Limited Facility. The IHS Rwanda Facility is guaranteed by IHS Holding Limited. As of December 31, 2018, the IHS Rwanda Limited Facility was only partially utilized as follows: $15.7 million was utilized of the IFC Facility, $12.7 million was utilized of the FMO Facility and RWF8.7 billion was utilized of the RWF Facility. The remainder of the IHS Rwanda Limited Facility was cancelled. The IFC Facility and FMO Facility were issued at an interest rate of 6.5% plus LIBOR (subject to a zero floor), and the RWF Facility was issued at an interest rate of 16.0%. The IHS Rwanda Limited Facility contains customary information and negative covenants and requires IHS Rwanda Limited to observe certain customary affirmative covenants, subject to certain agreed exceptions and materiality carve-outs. The covenants include that IHS Rwanda Limited maintain specified net debt to EBITDA ratios, prospective debt service coverage ratios, financial debt to contributed capital ratios and restrictions on capital expenditures, each as defined in the CTA governing the IHS Rwanda Limited Facility. The outstanding commitment on the RWF Facility and the USD Facility were fully repaid as of March 30, 2021 and July 20, 2021 respectively.

IHS Kuwait Facility

On April 19, 2020, IHS Kuwait Limited entered into a credit agreement with Al Ahli Bank of Kuwait K.S.C.P and Mashreq Bank PSC, Kuwait Branch, with a total commitment of KWD equivalent of $85 million, or the IHS Kuwait Limited Facility. The IHS Kuwait Limited Facility was issued at an interest rate of 2.00% plus 3 Month KIBOR. The IHS Kuwait Limited Facility contains customary information and negative covenants and requires IHS Kuwait Limited to observe certain customary affirmative covenants, subject to certain agreed exceptions and materiality carve outs. The covenants include that IHS Kuwait Limited maintain specified net debt to EBITDA ratios, a debt service cover ratio and restrict capital expenditures to levels established within the credit agreement, each as defined in the IHS Kuwait Limited Facility. The IHS Kuwait Limited Facility will expire in April 2029. As at December 31, 2021, KWD21 million (approximately $69 million) of this facility was drawn down. The proceeds of the drawdown were used to reduce the cash funded investment in the acquisition by IHS, which was funded entirely with cash at the initial closing, as well as for general corporate purposes.

CSS Facilities

On February 5, 2020, IHS Brasil — Cessão De Infraestruturas S.A. (previously known as Cell Site Solutions — Cessão de Infraestruturas S.A.) entered into a credit agreement with Itaú Unibanco S.A., with a total commitment of BRL 170 million

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(approximately $30.5 million), or the Itau Cell Site Solutions — Cessão de Infraestruturas S.A. Facility, or Itaú CSS Facility. On June 10, 2020, IHS Brasil — Cessão de Infraestruturas S.A. extended the termination date with Itau Unibanco S.A., with the total commitment of BRL 170 million (approximately $30.5 million) remaining unchanged. The Itaú CSS Facility was issued at an interest rate of 3.85% plus CDI. The Itaú CSS Facility contains restrictions on the total debt allowed, dividends, intercompany loans and capital reductions. The Itaú CSS Facility expired in June 2021. This facility was fully drawn down in February 2020, and fully repaid in May 2021.

On May 30, 2019, IHS Brasil — Cessão de Infraestruturas S.A. entered into a credit agreement with Banco Safra S.A., with a total commitment of BRL 30 million (approximately $5.4 million), or the Safra Cell Site Solutions — Cessão de Infraestruturas S.A. Facility, or the Safra CSS Facility. On May 30, 2020, IHS Brasil — Cessão de Infraestruturas S.A. extended the termination date with Banco Safra S.A., with the total commitments of BRL 30 million (approximately $5.4 million) remaining unchanged. The Safra CSS Facility was issued at an interest rate of 3.85% plus CDI. The Safra CSS Facility contains restrictions on dividends, intercompany loans and capital reductions. The Safra CSS Facility was fully drawn down in May 2019, and fully repaid in May 2021.

IHS Brasil Participacoes Ltda Facilities

On May 21, 2021, IHS Brasil Participacoes Ltda entered into a credit agreement with Itaú Unibanco S.A., with a total commitment of BRL 300 million (approximately $54 million), which we refer to as the Itaú IHS Brasil Participacoes Limitada Facility. The Itaú IHS Brasil Participacoes Limitada Facility is guaranteed by IHS Brasil Cessão de Infraestruturas S.A. and contains customary information and negative covenants. The covenants include that IHS Brasil Participacoes Ltda maintains specified net debt to EBITDA and interest cover ratios. The Itaú IHS Brasil Participacoes Limitada Facility was issued at an interest rate of 3.65% plus CDI. The Itaú IHS Brasil Participacoes Limitada Facility contains restrictions on the total debt allowed, dividends, intercompany loans and capital reductions. The Itaú IHS Brasil Participacoes Limitada Facility will expire in May 2029. This facility was fully drawn down in May 2021. In December 2021, the Itaú IHS Brasil Participacoes Limitada Facility was assigned to IHS Brasil - Cessão de Infraestruturas S.A. following an internal corporate reorganisation, pursuant to which IHS Brasil Participacoes Ltda and Skysites Holding S.A. merged into IHS Brasil - Cessão de Infraestruturas S.A. (the surviving entity).

On June 28, 2021, IHS Brasil Participacoes Ltda entered into a credit agreement with Banco do Brasil S.A., with a total commitment of BRL 100 million (approximately $18 million), which we refer to as the Banco do Brasil IHS Brasil Participacoes Ltda Facility. The Banco do Brasil IHS Brasil Participacoes Ltda Facility is guaranteed by IHS Brasil — Cessão de Infraestruturas S.A. and contains customary information and negative covenants. The covenants include that IHS Brasil Participacoes Ltda maintains specified net debt to EBITDA and interest cover ratios. The Banco do Brasil IHS Brasil Participacoes Ltda Facility was issued at an interest rate of 3.65% plus CDI. The Banco do Brasil IHS Brasil Participacoes Ltda Facility contains restrictions on the total debt allowed, dividends, intercompany loans and capital reductions. The Banco do Brasil IHS Brasil Participacoes Ltda Facility will expire in May 2029. This facility was fully drawn down in June 2021. In December 2021, the Itaú IHS Brasil Participacoes Limitada Facility was assigned to IHS Brasil - Cessão de Infraestruturas S.A. following an internal corporate rerganisation, pursuant to which IHS Brasil Participacoes Ltda and Skysites Holding S.A. merged into IHS Brasil - Cessão de Infraestruturas S.A. (the surviving entity).

C. Research and Development, Patents and Licenses, etc.

The Company does not have any research and development policies or patents.  See Note 2.13(b) to our consolidated financial statements included in this Annual Report for a discussion of our licenses.

D. 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, 2021 that are reasonably likely to have a material adverse effect on our revenues, 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.

E. Critical Accounting Estimates

The preparation of our financial information requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, revenues and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable

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under the circumstances. The key sources of estimation uncertainty that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities are discussed below.

Impairment of non-financial assets

The Group assesses its non-financial assets including property, plant and equipment, goodwill, and other intangible assets for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period.  Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence.  If there are rapid changes in technology of the existing telecommunication infrastructure, the Group may need to recognize significant impairment charges.

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in this Annual Report.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Refer to note 15 for Goodwill and intangible assets impairment considerations.

The assessment for impairment entails comparing the carrying value of the cash generating unit with its recoverable amount, that is, the higher of the value in use and the fair value less costs of disposal. Value in use is determined on the basis of discounted estimated future net cash flows. Fair value less costs of disposal is determined on the basis of tower cash flow multiples from recent comparable transactions. Determination as to whether and how much an asset is impaired involves management estimates on highly uncertain matters such as future revenue (taking into account tenancy rates), and the direct effect these have on gross profit margins in the initial five-year forecast period, discount rates, terminal growth rates, valuation multiples observed in comparable transactions and cost related to the disposal of a business.

In determining value in use the Group makes estimates and assumptions concerning the future. The assumptions adopted in the computation of the value in use are considered reasonable to the circumstance of each CGU. The resulting accounting estimates will, by definition, seldom equal the related actual results. Such estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Share-based payment valuation

The Group initially measures the cost of share-based payment transactions with employees using an option pricing model to determine the fair value of the liability incurred. Estimating fair value for share-based payment transactions require determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and weighted average share price of each option and making assumptions about them.

Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and are recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. This requires a reassessment of the expectation of the likelihood of meeting the non-market performance conditions used at the end of each reporting period.

Regulatory accruals

The Group requires a variety of regulatory approvals and permits related to its license to operate and meets its compliance requirements in respect of individual tower sites. These charges are levied by various national and state authorities. There is uncertainty over the level of charges where rates (e.g. percentage of revenue) remain under negotiation with the relevant authorities and also over the period for which charges will apply where demands have not yet been received from authorities on a site by site basis. State authorities may also make claims on an ad-hoc basis for additional charges relating to new compliance requirements or charges significantly in excess of levels previously charged for an existing requirement. These ad-hoc claims may be made on a prospective or retrospective basis.

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The Group recognizes an accrual for unbilled regulatory costs based on management estimates of the rates per permit/approval type, periods for which permits/approvals potentially relate and the probability of charges being raised resulting in a cash outflow. The most significant accrual relates to the Group’s operations in Nigeria, where the amount accrued is $30.1 million (2020: $28.3 million, 2019: $43.8 million). The accrual is based both on permits where rates are known amounts and those where amounts are based on management estimates including:

● the assumed percentage of maximum “claimed” liability related to “ad hoc” state level claims;

● the assumption that the risk related to potentially unpaid “regular” claims reduces over time and is accrued at 100% but reduced to 0% for balance over a certain number of years;

● assumptions regarding the risk of liabilities arising in respect of one-off site development related charges in respect of sites acquired by the group.

A 10 percentage point change in management’s estimate of the amount of the potential liability that, subject to these estimates, will eventually be demanded and paid to the relevant authorities would alter the accrual at December 31, 2021 by approximately $3.3 million (2020: $2.9 million, 2019: $3.5 million). Management has only considered items in the sensitivity analysis that are subject to management’s rates estimate in the total amount accrued.

Revenue recognition

Variable consideration

Initial recognition of revenue includes an assessment of the recoverability of revenue. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer, and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group.

A 10-percentage point change in management’s estimate of the amount of variable consideration that will eventually be received would alter revenue recognized by approximately $16.8 million (2020: $14.2 million, 2019: $nil).

Delayed invoicing

Revenue also includes estimates in respect of services provided where billing is not completed, including in respect of tower sites coming into service, or changes in customer implemented technologies since the most recent invoicing cycle and in respect of services subject to ongoing negotiation regarding price or other contract interpretation disputes with customers. For each of these scenarios, revenue is accrued based on management’ expectation of the final billable amounts.

A 20-percentage point change in management’s estimate of the amount of accrued revenue, subject to these delayed billing estimates would alter revenue recognized by approximately $5.0 million (2020: $3.3 million, 2019: $0.8 million).

For a summary of all of our significant accounting policies, see Note 2 to the consolidated financial statements included elsewhere in this Annual Report.Recent Accounting Pronouncements

New standards and interpretations not yet adopted are also disclosed in Note 2.1 to the consolidated financial statements included elsewhere in this Annual Report.

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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:

Name	Age	Position
Executive Officers
Sam Darwish	50	Chairman, Group Chief Executive Officer and Director
Mohamad Darwish	42	Senior Vice President, IHS Nigeria Chief Executive Officer
William Saad	50	Executive Vice President, Group Chief Operating Officer
Mustafa Tharoo	48	Executive Vice President, Group General Counsel
Adam Walker	54	Executive Vice President and Chief Financial Officer
Steve Howden	39	Senior Vice President, Deputy Chief Financial Officer
David Ordman	53	Senior Vice President, Deputy Chief Financial Officer
Ayotade Oyinlola	47	Senior Vice President, Chief Human Resources Officer
Bill Bates	57	Senior Vice President, Chief Strategy Officer
Colby Synesael	43	Senior Vice President, Communications
Directors
John Ellis Bush	69	Director
Ursula Burns	63	Director
Bashir El Rufai	68	Director
Nicholas Land	74	Director
Bryce Fort	43	Director
Frank Dangeard	64	Director
Maria Carolina Lacerda	49	Director
Aniko Szigetvari	52	Director
Phuthuma Nhleko	61	Director

Unless otherwise indicated, 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.

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. Before founding the Company in 2001, he served as the Deputy Managing Director of CELIA Motophone Ltd, a Nigerian GSM operator, from 1999 to 2000. Following his departure from CELIA Motophone Ltd in 2001, an action was brought against Mr. Darwish in Lebanon, alleging misappropriation of assets. That matter was closed with no finding of guilt or liability on the part of Mr. Darwish. Prior to that, Mr. Darwish was Vice Chairman and Director of projects at Lintel, an international GSM developer, from 1998 to 1999. Mr. Darwish also served as Network Manager for Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, from 1994 to 1998. In addition, Mr. Darwish currently serves as the Founder and Principal of Singularity Investments, a private investment firm with a focus on technology, media and telecommunications companies in the United States and the emerging markets. He is also the Founder and President of DAR Properties, a property investment company, and DAR Telecom, a telecommunications consulting company. Sam Darwish is the brother of Mohamad Darwish, our Senior Vice President and IHS Nigeria Chief Executive Officer.

Mohamad Darwish is one of our co-founders and has served as a Senior Vice President of IHS Towers and Chief Executive Officer of IHS Nigeria since November 2015. Prior to this, Mr. Darwish served as the IHS Nigeria Deputy CEO from October 2014 to November 2015. Mr. Darwish has around 20 years of experience in the telecommunications sector. Mohamad Darwish is the brother of Sam Darwish, our Chairman and Group Chief Executive Officer. In addition, Mr. Darwish

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currently serves as the Founder and Principal of Singularity Investments, a private investment firm with a focus on technology, media and telecommunications companies in the United States and the emerging markets.

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 Company, Mr. Saad was the Operations Director at CELIA Motophone, a Nigerian GSM operator, from 1998 to 2001. Before joining CELIA, Mr. Saad served as project manager at Lintel SAL, an international GSM operator, from 1998 to 1999 and prior to that as OMC Network Administrator with Libancell SAL, the first Lebanese GSM operator, from 1995 to 1998. Mr. Saad also serves on the board of several private companies as well as the Lebanese-Nigerian Initiative, a non-profit organization.

Mustafa Tharoo has served as an Executive Vice President and the Group General Counsel since 2012. Before joining the Company, Mr. 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. Tharoo has over 20 years of experience in corporate, compliance and regulatory matters as well as major transactions across Africa and the Middle East.

Adam Walker has served as Executive Vice President and Chief Financial Officer of IHS Towers since November 2017. Prior to joining the Company, Mr. Walker served as Group Finance Director of GKN plc from February 2014 to November 2017 and held the role of Chief Executive of GKN Land Systems from September 2015 to December 2016. Before then, Mr. Walker served as Group Finance Director of Informa plc from 2008 to 2013 and Group Finance Director of National Express Group plc from 2003 to 2008. Mr. Walker began his career at Deloitte and qualified as a Chartered Accountant in 1988. Mr. Walker also served as a non-executive director of Kier Group plc between January 2016 and December 2019. In June 2021, Mr. Walker announced his intention to retire from his position as Chief Financial Officer of IHS Towers in March 2022.

Steve Howden has served as a Senior Vice President and Deputy Chief Financial Officer of IHS Towers since June 2019. Since joining the Company in January 2013, Mr. Howden has also served as SVP and 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. Mr. Howden has approximately 15 years of finance and corporate finance experience. Mr. Howden is a qualified Chartered Accountant. Upon Mr. Walker’s retirement, it has been announced that Mr. Howden will succeed Mr. Walker as Chief Financial Officer of IHS Towers.

David Ordman serves as Senior Vice President and Deputy Chief Financial Officer of IHS Towers and joined the Company in January 2012. Mr. Ordman trained at PricewaterhouseCoopers in the United Kingdom and qualified as a Chartered Accountant. Mr. Ordman has over 20 years’ experience working in the international telecommunications and infrastructure business.

Ayotade Oyinlola has served as a Senior Vice President and the Chief Human Resources Officer of IHS Towers since July 2015. 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. Oyinlola has previously held multiple senior positions at Shell Petroleum, Bristow Helicopters and Resourcery Limited. Mr. Oyinlola has over 20 years of Human Resources, IT and Telecommunications industry experience.

Bill Bates has served as a Senior Vice President and the Group Chief Strategy Officer since January 2022. Mr. Bates is responsible for the Group’s mergers and acquisitions and commercial strategy. Before joining the Company, Mr. Bates served as Senior Vice President at Brookfield Asset Management from 2017 to 2021, where he was responsible for investing in towers, fiber and data centers. Prior to Brookfield, Mr. Bates was a Vice President on the Business Development team at SBA Communications from 2001 to 2016, where he focused on driving growth in emerging markets.

Colby Synesael has served as a Senior Vice President of Communications since March 2022.  Mr. Synesael is responsible for IHS Towers’ corporate communications including Investor Relations, Communications, and ESG reporting. Before joining IHS Towers, Mr. Synesael spent twelve years as a managing director and senior research analyst specializing in the communications infrastructure (towers, data centers, fiber) and telecom services industries at the investment bank Cowen. Prior to joining Cowen in March 2010, he was a senior research analyst at Kaufman Brothers and before that spent nearly three years at Merriman Curhan Ford. Between 2001 to January 2006 he worked at Thomas Weisel Partners, focusing as a research associate from 2003 onwards covering communications infrastructure and telecom services.

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Directors

The following is a brief summary of the business experience of our directors.

John Ellis (Jeb) Bush joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in August 2019. Mr. Bush has served as the President of Jeb Bush & Associates LLC since 2007 and as the Chairman of Dock Square Capital since 2016, as Chairman of Foundation for Excellence in Education since 2007 and as Chairman and Co-founder of Finback Investment Partners LLC since 2019. Mr. Bush was also a senior adviser for Barclays in 2014 and a board member of Tenet Healthcare Corp. from 2007 to 2014. Prior to that, Mr. Bush served as Governor of Florida from 1999 to 2007 and as the Florida Secretary of Commerce from 1986 to 1988. Mr. Bush received a bachelor’s degree magna cum laude in Latin American Studies from the University of Texas at Austin.

Ursula Burns joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in July 2020. Ms. Burns most recently held the position of Chair and CEO of VEON, Ltd, where she was appointed Chair from June 2017 and then made Chair and CEO from December 2018 to June 2020. Ms. Burns is also a founding partner of Integrum Holdings, a private equity firm. She currently serves as a member of the boards of directors of Endeavor Group Holdings Inc., Exxon Mobil Corporation, Uber Technologies Inc., Plum Acquisition Corp I and Teneo Holdings LLC, amongst others, and provides leadership counsel to several community, educational and non-profit organizations. 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. In February 2022, Ms. Burns joined the Biden Administration’s U.S. Department of Commerce’s Advisory Council on Supply Chain Competitiveness. Ms. Burns also has 35 years of experience with Xerox, joining the organization as a mechanical engineer before moving into management, where she served in a number of strategic roles across the company, including as CEO from 2009 to 2016 and as Chair from 2010 to 2017.

Mallam Bashir Ahmad El-Rufai joined the Board of Directors of IHS Holding Limited in June 2013 and has served as Chairman of the Board of Directors for IHS Nigeria since 2002. 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. He served as Chief Commercial Officer for the Northern District of Nigerian External Telecommunications Limited from 1983 to 1985 and held several positions at Nigerian Telecommunications Ltd from 1985 to 1996. Mr. El-Rufai was also a co-founder and President of Intercellular Nigeria Limited from 1997 to 2009. Mr. El-Rufai currently serves as Chairman of IHS Nigeria and Intercellular Nigeria Plc and has served as Vice Chairman and Corporate Advisor of Intercellular (Nigeria) Limited in 2009. He also served as an Independent Director of FSDH Merchant Bank Limited. Mr. El-Rufai has also chaired several boards, including Channel Distribution (an ICT company), MFB fertilizer and Chemical Co. Ltd, Systemtech (an IT company), Alpha Aluminium and Northstar Chemicals, among others.

Nicholas Land joined the Board of Directors of IHS Holding Limited in August 2019 as a Non-Executive Independent Director and Chair of our Audit Committee. Mr. Land has also served as the Deputy Chair of Thames Water Utilities Ltd and Chair of their Audit and Risk Committee since 2017 and as Chair of The Instant Group Ltd since 2019. Mr. Land has also served on the board of Astro Lighting Holdings Ltd since 2017 and has been a member of the Board of Trustees of the Vodafone Group Foundation since 2008, serving as Chair from 2011. He has also served as an adviser to the Board of Dentons UK EMEA LLP since 2007 and has been Chair of the Private Equity Reporting Group of the British Venture Capital Association since 2012. Mr. Land has previously served as a Non-Executive Director of Vodafone Group plc, Royal Dutch Shell plc, Alliance Boots GmbH, Ashmore Group plc and BBA Aviation plc. Mr. Land was a Non-Executive Director of the Financial Reporting Council, chairing its Codes and Standards Committee, from 2011 to 2020. Mr. Land is qualified as a UK Chartered Accountant and had a 36-year career with Ernst & Young LLP, retiring as Executive Chairman of the firm in 2006.

Bryce Fort joined the Board of Directors of IHS Holding Limited in June 2013. Mr. Fort is a Managing Director and founding partner of Emerging Capital Partners, or ECP. With over $3.1 billion under management, ECP is a leading private equity manager focused exclusively on Africa. In his capacity as Managing Director, Mr. Fort is responsible for identifying, analyzing, and recommending investments, performing due diligence and leading transaction teams. Managing Director joined the ECP investment team in 2002 prior to ECP’s spinout from Emerging Markets Partnership. In addition to serving on the Board of Directors of IHS Holding Limited, he has served on the boards of Mukuru, Wananchi Group, Java House, Artcaffé and Maarifa Education, among others. Before his employment with ECP, Mr. Fort worked for Deutsche Bank AG’s European Healthcare Corporate Finance Group. Mr. Fort received a bachelor’s degree cum laude in computer engineering with a minor in economics from Lehigh University.

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Frank Dangeard joined the Board of Directors of IHS Holding Limited in September 2020. Mr. Dangeard was Chairman & CEO of Thomson from September 2004 to February 2008. 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. He currently serves as Chairman of the boards of NatWest Markets, NortonLifelock and (since November 2021) of Spear Investments BV, and as a director of the NatWest Group, as a board observer of Arqiva and has previously served on the boards of RPX, Orange, Equant, Wanadoo, Eutelsat, SonaeCom, and on the board of Telenor as Deputy Chairman. 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.

Maria Carolina Lacerda joined the Board of Directors of IHS Holding Limited in October 2021 as a Non-Executive Independent Director. She currently serves as a board member of Hypera Pharma since October 2016, Vibra Energia (formerly BR Distribuidora) since September 2019 and Rumo Logistica since May 2021. Ms. Lacerda has worked for more than 20 years at financial institutions such as UBS, Merrill Lynch, Deutsche Bank, Unibanco, Bear Stearns and ING Barings in capital markets, credit and mergers and acquisitions. She has previously served as a director of Anbima — Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais from May 2012 to May 2016, representative of CNF — Confederação Nacional das Instituições Financeiras from May 2014 to May 2016 and member of the Advisory Board of the BM&FBovespa Listing Chamber from January 2015 to May 2016. Ms. Lacerda is also a mentor of the IBGC Diversity Program for Corporate Directors and a member of the Investment Committee of SempreFEA, the endowment fund for the Economics and Business School of the University of São Paulo.

Aniko Szigetvari served on the Board of Directors of IHS Holding Limited from July 2014 to February 2021 and rejoined the Board of Directors in October 2021. She is the founding partner of Atlantica Ventures, an African impact focused venture capital fund investing in early-stage startups building technology and technology-enabled businesses. She serves as board committee chair and advisory board member of various investee companies. Prior to this, Ms. Szigetvari also had 20 years’ experience with the International Finance Corporation, or IFC, beginning in 1998, where she focused on emerging markets principal investing and financing, primarily in the telecommunication, media, and technology, or TMT, sectors. 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. Ms. Szigetvari holds various graduate degrees, including a Master of Business Administration degree from the Wharton School of the University of Pennsylvania.

Phuthuma Nhleko joined the Board of Directors of IHS Holding Limited in October 2021 as a Non-Executive Independent Director. Mr. Nhleko previously served as Chief Executive of MTN Group from 2002 to 2011 and continued to serve as Non-Executive Director and Chair of the MTN Group board from 2013 to 2019. He also currently as Chairman of the Pembani Group (PTY) Ltd, a position he has held since 2011. He currently serves as Chairman of Tullow Oil Plc and on the board of the Johannesburg Stock Exchange, or the JSE, and is expected to serve as the Chairman of the JSE from May 2022. He also serves as the director of Engen Holding Limited and Phembani Remgro Infrastructure Fund Managers. Previously, he served on the boards of BP plc from 2011 to 2016 and Anglo American from 2011 to 2015. In addition, during his tenure as MTN Group CEO, he was a non-executive director at the GSM Association, the global trade association for mobile phone operators. Prior to joining MTN Group, he served as a director of Nedbank Group Limited and Old Mutual Life (SA).

Appointment Rights

Pursuant to our shareholders’ agreement with certain of our shareholders, certain of our shareholders have rights to appoint members of our board of directors. Frank Dangeard was appointed by Oranje-Nassau Développement S.C.A. FIAR and Africa Telecom Towers S.C.S. (“Wendel”), and Bryce Fort was appointed by ECP.

B. 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, 2021, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our board.

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Executive Officer and Director Compensation

The compensation for each of our executive officers is comprised of the following elements: base salary, bonus, and contractual benefits such as pension, allowances and, where legally obligated, end of service contributions. 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, 2021 was $25,642,320. We do not currently maintain any deferred compensation, bonus or profit-sharing plan for the benefit of our executive officers; however, our executive officers are eligible to receive annual bonuses pursuant to the terms of their service agreements, and our executive officers received rights under the LTIP (as defined below) over a total of 24,000 ordinary shares and under the 2021 Omnibus Incentive Plan (as defined below) over a total of 75,000 ordinary shares during the year ended December 31, 2021. Additionally, during the year ended December 31, 2021 certain non-employee directors received restricted stock unit grants over a total of 259,784 ordinary shares of which 92,780 ordinary shares were issued and rights over 167,004 ordinary shares remained subject to vesting. In the year ended December 31, 2021, 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.

Share Incentive Plans

Long Term Incentive Plan

Prior to the consummation of our IPO and adoption of the 2021 Omnibus Incentive Plan, we established (and currently maintain, until full vesting) a Long Term Incentive Plan, or LTIP, pursuant to which we have granted options to purchase ordinary shares of IHS Holding Limited, to our executive officers, directors and other employees. The LTIP is administered by our board of directors or a committee of our board of directors. The plan administrator selected the individuals who would receive awards under the plan, as well as the amount of the award to be granted to each individual, in each case consistent with the terms of the LTIP. As of December 31, 2021, conditional rights had vested over 15,875,902 ordinary shares. As of December 31, 2021, there were subsisting conditional rights under the LTIP over a total of 7,940,489 ordinary shares, including awards originally granted in the form of options. The remaining rights will vest in two tranches of up to 3,970,193 ordinary shares after the end of the financial year of the Company ending on December 31, 2021 and up to 3,970,296 ordinary shares after the end of the financial year of the Company ending on December 31, 2022, subject, in each case, to attainment of additional performance conditions based on the financial performance of the Group in such financial year.

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. If not previously terminated by the Board, the 2021 Omnibus Incentive Plan will terminate on the close of business on the ten-year anniversary of the Effective Date. Under the 2021 Omnibus Incentive Plan, subject to adjustments for certain changes in our capital structure (described below under “Adjustments”), a maximum of 22,120,000 of our ordinary shares may be issued to our eligible employees, consultants, and non-employee directors and of our affiliates. Only our employees or employees of our affiliates are eligible to receive incentive stock options. All shares reserved for issuance under the 2021 Omnibus Incentive Plan may be used for incentive stock options. As of February 2022, there are subsisting conditional rights under the 2021 Omnibus Incentive Plan over a total of 1,147,500 ordinary shares. Rights over up to 898,772 ordinary shares will vest after the end of the financial year of the Company ending on December 31, 2022, subject to the fulfillment of certain conditions (and in the case of certain awards, the attainment of additional performance conditions based on the financial performance of the Group over certain relevant periods).

Types of Awards.  The 2021 Omnibus Incentive Plan provides for grants of incentive stock options, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and other-cash awards, each an Award, and, collectively, Awards. Each Award will be evidenced by an award agreement which will govern that Award’s terms and conditions.

Plan Administration.  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 administered by our Board with respect to Awards to non-employee directors.

Adjustments.  In the event of a change in the number or class of the outstanding ordinary shares due to split-ups, combinations, mergers, consolidations or recapitalizations, or by reason of stock dividends, the number or class of shares

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which thereafter may be issued pursuant to Awards granted under the 2021 Omnibus Incentive Plan, both in the aggregate and as to any grantee, and the number and class of shares then subject to outstanding Awards and the exercise price per share of outstanding options or stock appreciation rights, will be adjusted to reflect such change, all as determined by the Committee. In the event of any other change in the number or kind of outstanding shares, or of any stock or other securities or property into which such shares will have been changed, or for which it will have been exchanged, if the Committee determines that such change equitably requires an adjustment in any Award that has been or may be granted under the 2021 Omnibus Incentive Plan, such adjustment will be made in accordance with such determination subject to certain limitations set out in the 2021 Omnibus Incentive Plan. In addition, in the event that (i) we merge or are consolidated with another entity and in connection therewith consideration other than equity is provided to our shareholders or outstanding Awards are not to be assumed by the resulting entity, (ii) all or substantially all of our assets are acquired by another person, (iii) we are reorganized or liquidated or (iv) we enter into a written agreement to undergo a transaction specified in (i), (ii) or (iii) above, the Committee may, in its discretion and upon advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid in cash, stock or other property (or any combination thereof) the value of the Awards based on the price per share received or to be received by other shareholders of our company in such event.

Change in Control.  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. To the extent practicable, any actions taken by the Committee may occur in a manner and at a time which allows affected grantees the ability to participate in the change in control transactions with respect to the ordinary shares subject to their Awards. In addition, in the event of a change in control, the Committee may, in its sole discretion and upon at least ten (10) days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of the Awards based upon the price per share of ordinary shares received or to be received by other shareholders of the Company in such change in control.

Amendment. In general, the Board can modify, alter, amend or terminate the 2021 Omnibus Incentive Plan (at any time and with or without retroactive effect) in whole or in part in its discretion without approval of the shareholders or any other person, except that no amendment will become effective unless approved by our shareholders to the extent shareholder approval is necessary to satisfy any applicable law or securities exchange listing requirements. However, no amendment to or termination of the 2021 Omnibus Incentive Plan may materially and adversely affect any rights of any grantee without his or her written consent. The Board may, at any time, amend the terms of an outstanding Award, except that no amendment may impair the rights under any Award without the written consent of the affected grantee.

Indemnification

Executive officers and directors have the benefit of indemnification provisions in our Articles. These provisions provide that our board of directors and officers shall be indemnified 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.

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.

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C. Board Practices

Board Composition

Our Articles provide that directors are divided into three classes designated as Class I, Class II and Class III, respectively, and directors will generally be elected to serve staggered three year terms. The term of the Class I Directors shall expire at the third annual general meeting of the Company in 2024. The term of office of the Class II Directors shall expire at the fourth annual general meeting of the Company in 2025. The term of office of the Class III Directors shall expire at the fifth annual general meeting of the Company in 2026. A Director whose term has expired may be reappointed in accordance with the terms of the Articles. At any annual general meeting where a resolution for the election of directors is proposed a plurality of the votes cast shall be sufficient to elect a director. 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.

Our Articles provide that a director may be removed by special resolution of the shareholders or for “cause” (as defined therein) by notice from not less than 75% of the directors then in office. Each of our directors holds office until he or she resigns or is removed from office as discussed above. 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. We believe the following to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE listing standards.

Under the NYSE rules, NYSE listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the NYSE with limited exceptions. The NYSE rules require that the quorum for any meeting of the holders of shares should be sufficiently high to ensure a representative vote and give careful consideration to provisions fixing any proportion less than a majority of the outstanding shares as the quorum for shareholders’ meetings. We follow the corporate governance practice of our home country, the Cayman Islands, which permits less than a majority of the outstanding shares as the quorum for shareholders’ meetings. The NYSE rules also require shareholder approval for equity compensation plans and material revisions to those plans. We follow the corporate governance practice of our home country, the Cayman Islands, which does not require shareholder approval for these matters.

We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. For example, under the NYSE rules, U.S. domestic listed, non-controlled companies are required to have a majority independent board, which is not required under the Companies Act of the Cayman Islands, our home country. NYSE rules also require U.S. domestic listed, non-controlled companies to have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, which are not required under our home country laws.

Following our home country governance practices may provide less protection than is given to investors under the NYSE listing requirements applicable to domestic issuers. For more information, see Item 3.D. “Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and 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

Listing requirements

Under the NYSE corporate governance rules, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise.

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Audit committee role

The audit committee, which consists of Nicholas Land, Ursula Burns and Aniko Szigetvari, assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements. Nicholas Land serves as Chair of the committee. The audit committee consists exclusively of members of our board who are financially literate, and Nicholas Land is considered an “audit committee financial expert” as defined by the SEC. 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. The audit committee is governed by a charter that complies with NYSE rules.

The audit committee 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 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, which consists of Aniko Szigetvari, John Ellis Bush and Bryce Fort, assists the board in determining CEO remuneration. Aniko Szigetvari serves as Chair of the committee.

The remuneration committee 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.

Nominations and Corporate Governance Committee

The nominations and corporate governance committee, which consists of John Ellis Bush, Ursula Burns and Nicholas Land, assists our board in identifying individuals qualified to become members of our board consistent with criteria established by our board and in developing our corporate governance principles. John Ellis Bush serves as Chair of the committee.

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The nominations and corporate governance committee is responsible for, among other things:

● reviewing and evaluating the composition, function and duties of our board;

● reviewing our management succession planning;

● recommending nominees for selection to our board and its corresponding committees;

● making recommendations to the board as to determinations of director independence;

● leading the board in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively; and

● developing and recommending to the board our corporate governance guidelines and reviewing and reassessing the adequacy of such corporate governance guidelines and recommending any proposed changes to the board.

Health, Safety and Environmental Committee

The health, safety and environmental committee, which consists of Phuthuma Nhleko, Maria Carolina Lacerda and Frank Dangeard, 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. Phuthuma Nhleko serves as Chair of the committee.

The health, safety and environmental committee 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.

D. Employees

As of December 31, 2021, we had 2,292 employees.

The table below sets out the number of employees, by geography, as of December 31, 2021:

	As of
Geography	December 31, 2021
Nigeria	1,374
Côte d’Ivoire	148
Cameroon	128
Zambia	112
Rwanda	80
Kuwait	39
Latin America	162
Other	249
Total*	2,292

* Does not yet include 153 I-Systems employees following completion of acquisition on November 16, 2021.

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The table below sets out the number of employees, by category, as of December 31, 2021:

	As of
Department	December 31, 2021
Finance	296
Technical	1,240
Information Technology	141
Commercial	58
Legal	90
Human resources	96
Executive	28
Other	343
Total*	2,292

* Does not yet include 153 I-Systems employees following completion of acquisition on November 16, 2021.

As of December 31, 2021, we had engaged third-party contractors from over 1,000 suppliers, who performed various functions including in connection with site acquisition, construction, supply of equipment and spare parts, access management, security and preventative and corrective maintenance of sites, as well as power management, including the supply of diesel, for certain of our sites.

In Cameroon, we have 37 unionized employees, representing approximately 29% of our staff, while in Côte d’Ivoire, we have 41 unionized employees, who represent approximately 28% of employees. In both countries we are subject to a National Collective Agreement of Trade, however this is issued at a country level and is not specific to us as a company. We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory.

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. “Director, Senior Management and Employees—Compensation—Share Incentive Plans.”

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth information relating to the beneficial ownership of our ordinary shares as of February 15, 2022 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.

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. 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 15, 2022 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares held by that person.

Ordinary shares that a person has the right to acquire within 60 days of February 15, 2022 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

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all executive officers and directors as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.

For further information regarding material transactions between us and principal shareholders, see Item 7.B. “Major Shareholders and Related Party Transactions—Related Party Transactions.”

Name of beneficial owner	Number	%
5% or Greater Shareholders
Mobile Telephone Networks (Netherlands) B.V.(1)	85,176,719	26.0	%
Entities affiliated with Wendel(2)	75,350,053	23.0	%
Entities affiliated with ECP(3)	45,507,765	13.9	%
Korea Investment Corporation(4)	21,666,802	6.6	%
Warrington Investment Pte Ltd(5)	18,055,054	5.5	%
Executive Officers and Directors
Sam Darwish	11,587,230	3.5	%
Mohamad Darwish	1,596,605	*
William Saad	3,150,993	*
Mustafa Tharoo	416,322	*
Adam Walker	87,346	*
Steve Howden	156,920	*
David Ordman	416,322	*
Ayotade Oyinlola	143,072	*
John Ellis Bush	27,834	*
Ursula Burns	27,834	*
Bashir El Rufai(6)	1,056,682	*
Nicholas Land	27,834	*
Bryce Fort	—	*
Frank Dangeard	—	*
Maria Carolina Lacerda	9,278	*
Aniko Szigetvari	9,278	*
Phuthuma Nhleko	9,278	*
All executive officers and board members as a group (17 persons)	18,722,828	5.6	%

* Indicates beneficial ownership of less than 1% of the total issued and outstanding ordinary shares.

(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. Mobile Telephone Networks (Netherlands) B.V. is ultimately a wholly owned subsidiary of MTN Group Limited, the parent company of each of the reporting persons named in this footnote. The address for MTN Group Limited, Mobile Telephone Networks Holdings Limited and MTN International (Pty) Limited is 216 14th Avenue, Fairland, Johannesburg, South Africa 2195. The address for MTN International (Mauritius) Limited is c/o Rogers Capital Corporate Services Limited, Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius. The address for MTN (Dubai) Limited is Unit OT 08-30, OT 08-31 , OT 08-32 , OT 08-33 , OT 08-34 , OT 08-35, Level 8, Central Park Offices, Dubai International Financial Centre, P O Box 506735, Dubai, United Arab Emirates. The address for Mobile Telephone Networks (Netherlands) Coöperatieve U.A. and Mobile Telephone Networks (Netherlands) B.V. is Westerdoksdijk 423, 1013 BX Amsterdam, The Netherlands.

(2) Based solely on a Schedule 13G filed with the SEC on February 14, 2022, (a) Wendel SE may be deemed to beneficially own and has shared voting and dispositive power over 75,350,053 ordinary shares, (b)  Oranje-Nassau Développement S.C.A. FIAR, or OND, may be deemed to beneficially own and has shared voting and dispositive power over 44,713,939 ordinary shares, and (c) Africa Telecom Towers S.C.S, or ATT may be deemed to beneficially own and has shared voting and dispositive power over 30,636,114 ordinary shares. OND is managed by its general partner Wendel Luxembourg SA and ATT is managed by its general partner Oranje-Nassau GP S.à r.l. (collectively, the “GPs”). A majority vote of directors is required for any action by the respective GPs, and no single director has a veto right. Each of the GPs and the respective boards of directors disclaims beneficial ownership of the shares of the Company held by OND and ATT. ATT intends to distribute all of its shares to its limited partners and liquidate, in accordance with the terms of its shareholders’ agreement. OND is a limited partner of ATT, owning 59.61% of ATT’s

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shares, and is expected to receive a pro rata proportion of the shares from ATT. Because of the relationship between OND and ATT, OND may be deemed to beneficially own the ordinary shares beneficially owned by ATT. OND disclaims beneficial ownership of the ordinary shares beneficially owned by ATT or any future distributees, except to the extent of OND’s pecuniary interest therein, if any. The address for each of OND and ATT is 5, rue Pierre d’Aspelt L1142 Luxembourg. The address for Wendel SE is 89, rue Taitbout, Paris, France, 75009.

(3) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, (a) Towers Three Limited may be deemed to beneficially own and has shared voting and dispositive power over 25,414,720 ordinary shares and (b) ECP Manager LP may be deemed to beneficially own and has shared voting power over 45,467,558 ordinary shares and sole voting power and sole dispositive power over 40,207 ordinary shares. ECP Manager LP is the investment adviser of Towers Three Limited. The address for Towers Three Limited is Sanne House, Bank Street, TwentyEight Cybercity, Ebene 72201, Mauritius. The address for ECP Manager LP is 1909 K Street, NW, Suite 340 Washington, DC 20006.

(4) 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. The address for Korea Investment Corporation is 17F-18F State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 04631, South Korea.

(5) 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. (“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. GIC PL is wholly owned by the Government of Singapore (“GoS”) and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares. The address for each of GIC PL, GIC SI and Warrington is 168 Robinson Road, #3701 Capital Tower, Singapore 068912.

(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. 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, 2022, we had 52,949,595 ordinary shares held by five US resident shareholders of record.

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, 2019. The major shareholders listed above do not have voting rights with respect to their ordinary shares that are different from the voting rights of other holders of our ordinary shares.

We are not aware of any arrangement whereby we are directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly, not are we aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

B. Related Party Transactions

The following is a description of related party transactions we have entered into since January 1, 2019.

Shareholders’ Agreement

In connection with our IPO, we and certain of our shareholders entered into a shareholders’ agreement, or the Shareholders’ Agreement. The Shareholders’ Agreement provides certain rights to our shareholders party to it, including rights to designate directors, add matters to the agenda for shareholder meetings and approval rights with respect to certain proposed actions of the Company, and sets out certain restrictions on our shareholders’ ability to sell or otherwise transfer their respective shares, as described below.

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Shareholder Lock-Up

Our shareholders party to the Shareholders’ Agreement and any Locked-up Transferees, which we collectively refer to as the Locked-up Shareholders, will be prohibited from selling any shares owned directly or indirectly by them immediately prior to our IPO, or the Subject Shares, for a period of up to 30 months after the date of the Prospectus, or the Lock-up Period, other than as described below and subject to a number of exceptions set out in the Shareholders’ Agreement.

The Subject Shares will become sellable in the following tranches:

(a) during the period from the date that is the day following six months following the date of the Prospectus and ending on the date that is twelve (12) months following the date of the Prospectus, the Additional MTN Non-Voting Shares will be Unblocked and may be sold by MTN in a registered offering, and each Locked-up Shareholder’s pro rata share (as calculated in accordance with the Shareholders’ Agreement) of the Block A Shares will be Unblocked and may be sold by such Locked-up Shareholder in a registered offering;

(b) during the period commencing on the date that is the day following twelve (12) months following the date of the Prospectus and ending on the date that is eighteen (18) months following the date of the Prospectus, an additional 20% of the Post Greenshoe Shares, or the Block B Shares, will be Unblocked, and each Locked-up Shareholder may sell its pro rata share (as calculated in accordance with the Shareholders’ Agreement) of the Block B Shares in a registered offering. 18 months after the date of the Prospectus, the Block A Shares and the Block B Shares may be sold without restriction under the Shareholders’ Agreement subject to compliance with securities law;

(c) during the period commencing on the date that is the day following eighteen (18) months following the date of the Prospectus and ending on the date that is twenty four (24) months following the date of the Prospectus, an additional 20% of the Post Greenshoe Shares, or the Block C Shares, will be Unblocked, and each Locked-up Shareholder may sell its pro rata share (as calculated in accordance with the Shareholders’ Agreement) of the Block C Shares in a registered offering. 24 months after the date of the Prospectus, the Block C Shares (as well as the Block A Shares and the Block B Shares) may be sold without restriction under the Shareholders’ Agreement subject to compliance with securities law;

(d) during the period commencing on the date that is the day following twenty four (24) months following the date of the Prospectus and ending on the date that is thirty (30) months following the date of the Prospectus, an additional 20% of the Post Greenshoe Shares, or the Block D Shares, will be Unblocked, and each Locked-up Shareholder may sell its pro rata share (as calculated in accordance with the Shareholders’ Agreement) of the Block D Shares (as well as the Block A Shares, the Block B Shares and the Block C Shares) without restriction under the Shareholders’ Agreement subject to compliance with securities law; and

(e) any time after the expiry of the Lock-up Period, any remaining Subject Shares may be sold without restriction under the Shareholders’ Agreement subject to compliance with securities law.

The Shareholders’ Agreement permits a sub-committee of the Board to waive or shorten the restrictions described above.

The Locked-up Shareholders may, at any time, transfer their Subject Shares to any of their respective affiliates and certain other entities listed in the Shareholders’ Agreement. In addition, the Shareholders’ Agreement allows each Locked-up Shareholder to sell Subject Shares at any time following the date that is six months following the date of the Prospectus in one or more private transactions exempt from the requirements of the Securities Act (other than Rule 144 thereunder), subject to the purchaser agreeing to be bound by the terms of the Shareholders’ Agreement applicable to such Locked-up Shareholder and subject to certain other pricing-related requirements.

Any Subject Shares held by a Locked-up Shareholder holding Subject Shares representing less than 2% of our total issued shares may be sold without restriction under the Shareholders’ Agreement subject to compliance with securities law at any time 24 months after the date of the Prospectus.

Management Shareholders

In connection with our IPO, Management Shareholders received 14,229,690 ordinary shares pursuant to the terms of the LTIP, following which the Management Shareholders also had remaining rights over up to 7,117,004 share options pursuant

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to the terms of the LTIP. The remaining share options will vest in two tranches, subject to certain financial targets being met, as further described in Item 6.B. “Director, Senior Management and Employees—Compensation — Share Incentive Plans — Long Term Incentive Plan.” Upon receipt of the underlying ordinary shares by the Management Shareholders upon the exercise of the share options, the ordinary shares will be treated as “Subject Shares” and therefore subject to the selling restrictions of the Shareholders’ Agreement described above. However, they will be excluded from the calculation of the Block A Shares, the Block B Shares, the Block C Shares and the Block D Shares. Instead, the Management Shareholders will be entitled to sell the ordinary shares received upon the exercise of the options in addition to the Block A Shares, the Block B Shares, the Block C Shares and the Block D Shares, in the manner described in the Shareholders’ Agreement.

Director Designation

For so long as the Locked-up Shareholders beneficially own, directly or indirectly, in aggregate, at least 20% of our issued shares, our Board will consist of a minimum of five and a maximum of 15 directors. Additionally, each of ECP and Wendel is entitled to designate one director for so long as it beneficially owns, directly or indirectly, 10% of our issued shares.

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.

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:

“Additional MTN Non-Voting Shares” refers to the lesser of: (a) 50% of the total number of MTN Non-Voting Shares held by MTN immediately prior to our IPO; and (b) the total number of MTN Non-Voting Shares that remain after any sales of MTN Non-Voting Shares in our IPO and the Over-Allotment Option.

“Additional Sold MTN Non-Voting Shares” refers to the number of Additional MTN Non-Voting Shares sold in the first sale period noted above.

“Block A Shares” refers to the number of shares (rounded up to the nearest whole share) equal to (i) 20% of the Post Greenshoe Shares, less (ii) the Additional Sold MTN Non-Voting Shares.

“Initial Shares” refers to a number of shares equal to the sum of all of the Locked-up Shareholder’s Initial Shares held by all existing shareholders.

“Locked-up Shareholder’s Initial Shares” refers to:

(a) in respect of any Locked-up Shareholder other than (A) MTN or (B) any Management Shareholder, the number of shares held by that Locked-up Shareholder immediately prior to our IPO less the number of shares sold by that Locked-up Shareholder in our IPO(including pursuant to the Over-Allotment Option);

(b) in respect of any Management Shareholder, such Management Shareholder’s portion of the total number of shares to be received by the Management Shareholders upon our IPO pursuant to the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions) less any shares that such Management Shareholder has sold in our IPO (including pursuant to the Over-Allotment Option); and

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(c) in respect of MTN, the number of shares held by MTN immediately prior to our IPO less (A) the number of shares sold by MTN in our IPO (including pursuant to the Over-Allotment Option); and (B) the number of Additional MTN Non-Voting Shares.

“Locked-up Shareholder’s Post Greenshoe Shares” refers to:

(a) in respect of any Locked-up Shareholder other than (A) MTN or (B) any Management Shareholder, the number of shares held by that Locked-up Shareholder immediately prior to our IPO less the number of shares sold by that Locked-up Shareholder in our IPO(including pursuant to the Over-Allotment Option);

(b) in respect of any Management Shareholder, such Management Shareholder’s portion of the total number of shares to be received by the Management Shareholders upon our IPO pursuant to the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions) less any shares that such Management Shareholder has sold in our IPO (including pursuant to the Over-Allotment Option); and

(c) in respect of MTN, the number of shares held by MTN immediately prior to our IPO less the number of shares sold by MTN in our IPO (including pursuant to the Over-Allotment Option).

“Locked-up Transferee” refers to any person who receives Subject Shares transferred in compliance with the Shareholders’ Agreement and is required to comply with the sell-down arrangements contained in the Shareholders’ Agreement.

“Management Shareholders” refers to certain members of management.

“MTN” refers to Mobile Telephone Networks (Netherlands) B.V.

“MTN Non-Voting Shares” refers to the shares redesignated from Class B ordinary shares held by MTN immediately prior to our IPO.

“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. For the avoidance of doubt, reference to such shares being Unblocked shall not alter any status of such shares as restricted securities (within the meaning of Rule 144 under the Securities Act) or other restrictions on transfer to which such shares may be subject by operation of law or regulation.

“Wendel” refers to Oranje-Nassau Développement S.C.A. FIAR and Africa Telecom Towers S.C.S.

Registration Rights Agreement

In connection with our IPO, we and certain of our shareholders entered into a registration rights agreement, or the Registration Rights Agreement. The Registration Rights Agreement entitles the Holders (as defined in the Registration Rights Agreement) to certain “demand” and “piggyback” registration rights as described below.

The Registration Rights Agreement allows one or more Holders together holding at least 5% of the Registrable Securities (as defined in the Registration Rights Agreement) up to three demand registrations (in the aggregate) over any 12-month period; provided, that there shall only be two demand registrations (in the aggregate) in the first 12 months following the date of the Prospectus. The Registration Rights Agreement allows the Holders to request registration for all or any portion of their Registrable Securities, subject to customary underwriter cutbacks and certain arrangements with the MTN Group, which we refer to as the MTN Shareholder Arrangements. The Holders representing a majority of the Registrable Securities included in such offering may select the underwriters. In addition, MTN and Wendel may jointly nominate for appointment one bookrunner. Subject to certain requirements, we may suspend a request for registration for 90 days in the aggregate up to two times in any 12-month period.

Subject to eligibility, the Registration Rights Agreement also grants one or more Holders holding, alone or in the aggregate, at least 5% of the Registrable Securities the right to require us to file a shelf registration statement on Form F-3 (or any successor form). 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

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the extent requested beginning 24 months following the date of the Prospectus, we shall be required to undertake an underwritten takedown offering.

When we or another Holder propose to register any of our ordinary shares subject to the terms of the Registration Rights Agreement, each Holder then holding Registrable Securities has the right to request that its Registrable Securities be included in such registration, subject to customary underwriter cutbacks and the MTN Shareholder Arrangements.

Pursuant to the Registration Rights Agreement, we have agreed to pay the fees and expenses associated with registration (excluding stock transfer taxes, underwriting fees, commissions or discounts). The Registration Rights Agreement contains customary provisions with respect to registration proceedings, underwritten offerings, and indemnity and contribution rights.

Relationship with MTN Group

One of our shareholders, MTN Group, is a related party of the MTN Customers. We have entered into MLAs separately with each of the MTN Customers in our relevant countries of operation, that expire in December 2024 and 2029 in Nigeria, March 2023 in Cameroon, April 2023 in Côte d’Ivoire, March 2024 in Zambia and April 2024 in Rwanda. In addition to the MLAs, we also enter into SLAs from time to time with the MTN Customers. The MTN Customers accounted for 55%, 4%, 4%, 1% and 1% of our revenue for the year ended December 31, 2021; 55%, 4%, 5%, 1% and 1% of our revenue for the year ended December 31, 2020; 50%, 5%, 5%, 2% and 1% of our revenue for the year ended December 31, 2019; 50%, 5%, 5%, 2% and 1% of our revenue for the year ended December 31, 2018 and 48%, 5%, 5%, 2% and 1% of our revenue for the year ended December 31, 2017.

DAR Telecom

During the year ended December 31, 2021, DAR Telecom Consulting LLC (“DAR Telecom”) was paid $1,125,384 (2020 - Nil, 2019 - $ 2,588,087) for services provided by Mr Sam Darwish, the Chairman & Group Chief Executive Officer. DAR Telecom is controlled by Mr Darwish. These amounts are included in Key Management Compensation.

During the year ended December 31, 2021, DAR Telecom invoiced the Group for medical insurance premiums it had paid on behalf of the Group for $85,163 (2020 - $85,338, 2019 - $111,136). Included in these amounts are $38,330 (2020 - $36,648, 2019 - $38,341) that relate to Mr Darwish and are included in Key Management Compensation.

During the year ended December 31, 2021, the Group incurred costs on behalf of Mr Darwish of $551,574 (2020 - $196,340, 2019 - $23,556) which were subsequently repaid by DAR Telecom.

At December 31, 2021, the Group had a receivable of $551,574 (2020 - Nil) from DAR Telecom which was repaid on February 24, 2022.

CKLB

During the year ended December 31, 2021, the Group was provided corporate administration services by CKLB International Management Limited (“CKLB”) and paid fees of $300,935 (2020 - $252,615, 2019 - $242,100). Mr Christian Li and Mrs Kathleen Lai, who served as directors of IHS Holding Limited until October 13, 2021, are directors of CKLB.

Transactions with Other Related Parties

Indemnification agreements

We entered into indemnification agreements with our executive officers and directors.

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.

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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. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See Item 18. “Financial Statements.”

Legal and Arbitration Proceedings

We are subject to various legal and regulatory proceedings, claims and actions. Although the outcome of these proceedings, claims and actions cannot be predicted with certainty, we do not believe that the outcome of any such proceedings, claims and actions would, in our management’s judgment, have a material adverse effect on our financial condition or results of operation, nor are we aware of any material legal and regulatory proceedings, claims and actions threatened against us.

Dividend Policy

We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. However, if we do pay a cash dividend on our ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

The amount of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash flow, availability or ability under our existing financing arrangements, working capital requirements, capital expenditures and applicable provisions of our Articles. Any profits or share premium we declare as dividends will not be available to be reinvested in our operations.

Moreover, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends, distributions and other transfers from our subsidiaries to make dividend payments. The ability of certain of our subsidiaries to pay dividends is currently restricted by the terms of the 2027 Notes and IHS Holding Limited Notes and certain of our other debt agreements and instruments and may be further restricted by any future indebtedness we or they incur. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

We did not propose or pay dividends in the year ended December 31, 2021.

B. Significant Changes

None.

Item 9. The Offer and Listing

A. Offer and Listing Details

Our ordinary shares commenced trading on the NYSE on October 14, 2021. Prior to this, no public market existed for our ordinary shares.

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B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares commenced trading on the NYSE on October 14, 2021 under the symbol “IHS.”

D. Selling Shareholders

Not Applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

A copy of our amended and restated memorandum and articles of association is attached as Exhibit 1.1 to this Annual Report. The information called for by this Item is set forth in Exhibit 2.5 to this Annual Report and is incorporated by reference into this Annual Report.

C. Material Contracts

The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are or have been a party, for the two years immediately preceding the date of this Annual Report:

● Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Form of 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Amended and Restated Revolving Credit Agreement, dated as of June 2, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Amendment Letter to Amended and Restated Revolving Credit Agreement, dated as of September 29, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead

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arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Bridge Facility Agreement, dated August 10, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on September 16, 2021).

● Amendment Letter to Bridge Facility Agreement, dated September 29, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Amendment and Restatement Credit Agreement, dated September 29, 2021, among IHS Netherlands Holdco B.V. as holdco and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-259593) filed with the SEC on October 4, 2021).

● Supplemental Indenture, dated as of June 17, 2021, among IHS Netherlands Holdco B.V., as issuer, IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited, as guarantors, and Citibank N.A. London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Registrar (incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Company’s Registration Statement on Form F 1 (File No. 333 259593) filed with the SEC on October 4, 2021).

● Indenture, dated as of November 29, 2021, among IHS Holding Limited., as issuer, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited, Nigeria Tower Interco B.V., as guarantors, Lucid Trustee Services Limited, as Trustee, and Citibank N.A. London Branch, as Principal Paying Agent, Transfer Agent and Registrar.

D. Exchange Controls

There are no Cayman Islands exchange control regulations that would affect the import or export of capital or the remittance of dividends, interest or other payments to non-resident holders of our shares.

E. Taxation

The following summary contains a description of certain Cayman Islands, United Kingdom and U.S. federal income tax consequences of the ownership and disposition of ordinary shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to the ownership of ordinary shares. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder, the tax laws of the United Kingdom and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

Material Cayman Islands Tax Considerations

The following discussion is a summary of the material Cayman Islands tax considerations relating to the purchase, ownership and disposition of our ordinary shares. There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Company will be received free of all Cayman Islands taxes. The Company has applied for and expects to receive an undertaking from the Government of the Cayman Islands to the effect that, for a period of thirty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax to be levied on profits, income or on gains or appreciation shall apply to the Company or its operations, and in addition that no

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tax to be levied on profits, income gains or appreciations, or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligation of the Company; or (ii) by way of the withholding in whole or in part of any relevant payment as defined under the Cayman Islands Tax Concessions Act.

No stamp duty in the Cayman Islands is payable in respect of the issue of any ordinary shares or an instrument of transfer in respect of an ordinary share.

Material UK Tax Considerations

The following statements are of a general nature and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding and disposing of ordinary shares. The statements are based on current UK tax law and on the current published practice of Her Majesty’s Revenue and Customs, or HMRC (which may not be binding on HMRC), as of the date of this Annual Report, all of which are subject to change, possibly with retrospective effect. They are intended to address only certain UK tax consequences for holders of ordinary shares who are tax resident in (and only in) the United Kingdom, and in the case of individuals, domiciled in (and only in) the United Kingdom (except where expressly stated otherwise) who are the absolute beneficial owners of ordinary shares and any dividends paid on them and who hold ordinary shares as investments (other than in an individual savings account or a self-invested personal pension). They do not address the UK tax consequences which may be relevant to certain classes of holders of ordinary shares such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organizations, trustees, persons connected with the Company or any member of the IHS Towers group for tax purposes, persons holding their ordinary shares as part of hedging or conversion transactions, holders of ordinary shares who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment, and holders of ordinary shares who are or have been officers or employees of the Company or a company forming part of the IHS Towers group for tax purposes. The statements do not apply to any holders of ordinary shares who either directly or indirectly hold or control 10% or more of the Company’s share capital (or class thereof), voting power or profits.

The following is intended only as a general guide and is not intended to be, nor should it be considered to be, legal or tax advice to any particular prospective subscriber for, or purchaser of, ordinary shares. Accordingly, prospective subscribers for, or purchasers of, ordinary shares who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of ordinary shares or who are subject to tax in a jurisdiction other than the United Kingdom should consult their own tax advisers.

The Company

It is the intention of the directors to conduct the affairs of the Company so that the central management and control of the Company is exercised in the United Kingdom. As a result, the Company is expected to be treated as resident in the United Kingdom for UK tax purposes. Accordingly we expect to be subject to UK taxation on our income and gains, except where an exemption applies.

We may be treated as a dual resident company for UK tax purposes. As a result, our right to claim certain reliefs from UK tax may be restricted, and changes in law or practice in the United Kingdom could result in the imposition of further restrictions on our right to claim UK tax reliefs.

Taxation of Dividends — Withholding tax

The Company will not be required to withhold UK tax at source when paying dividends. The amount of any liability to UK tax on dividends paid by the Company will depend on the individual circumstances of a Shareholder.

Taxation of Dividends — UK Resident Shareholders

An individual holder of ordinary shares who is resident for tax purposes in the UK may, depending on his or her particular circumstances, be subject to UK tax on dividends received from the Company.

All dividends received by a UK resident individual holder of ordinary shares from the Company or from other sources will form part of such holder’s total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £2,000 (tax year 2021/22) of taxable dividend income received by the holder of ordinary shares in a tax year. Income within the nil rate band will be taken into account in determining whether income in excess of the nil rate band falls within the basic rate, higher rate or additional rate tax bands. Where the dividend income is above the

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£2,000 dividend allowance, the first £2,000 of the dividend income will be charged at the nil rate and any excess amount will be taxed at 7.5 per cent. (tax year 2021/22) to the extent that the excess amount falls within the basic rate tax band, 32.5 per cent. (tax year 2021/22) to the extent that the excess amount falls within the higher rate tax band and 38.1 per cent. (tax year 2021/22) to the extent that the excess amount falls within the additional rate tax band. From April 6, 2022, these rates are expected to increase to 8.75%, 33.75% and 39.35%, respectively.

Corporate holders of ordinary shares which are resident for tax purposes in the UK should not be subject to UK corporation tax on any dividend received from the Company so long as the dividends qualify for exemption (as is likely) and certain conditions are met (including anti-avoidance conditions). By way of example, dividends paid on shares that are not redeemable and do not carry any present or future preferential rights to dividends or to the Company’s assets on its winding up will generally be exempt.

Taxation of Dividends — Non-UK Resident Shareholders

An individual holder of ordinary shares who is not resident for tax purposes in the United Kingdom should not be chargeable to UK income tax on dividends received from the Company unless he or she carries on (whether solely or in partnership) any trade, profession or vocation in the United Kingdom through a branch or agency to which the ordinary shares are attributable. There are certain exceptions for trading in the United Kingdom through independent agents, such as some brokers and investment managers.

Corporate holders of ordinary shares who are not resident in the United Kingdom will not generally be subject to UK corporation tax on dividends unless they are carrying on a trade, profession or vocation in the United Kingdom through a permanent establishment in connection with which their ordinary shares are used, held, or acquired.

Taxation of Capital Gains — UK Resident Shareholders

A disposal or deemed disposal of ordinary shares by an individual or corporate holder of such ordinary shares who is tax resident in the United Kingdom may, depending on that holder’s circumstances and subject to any available exemptions or reliefs, give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.

Any chargeable gain (or allowable loss) will generally be calculated by reference to the consideration received for the disposal of ordinary shares less the allowable cost to that holder of acquiring such ordinary shares.

The applicable tax rates for UK resident individual holders of ordinary shares realizing a gain on the disposal of ordinary shares is, broadly, 10% for basic rate taxpayers (tax year 2021/22) and 20% for higher and additional rate taxpayers (tax year 2021/22).

For UK resident corporate holders of ordinary shares, the applicable tax rate is 19% (tax year 2021/22) on realizing a gain on the disposal of ordinary shares.

Taxation of Capital Gains — Non-UK Shareholders

Holders of ordinary shares who are not resident in the United Kingdom and, in the case of an individual holder of ordinary shares, not temporarily non-resident, should not be liable for UK tax on capital gains realized on a sale or other disposal of ordinary shares unless (i) such ordinary shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the United Kingdom through a branch or agency or, in the case of a corporate holder of ordinary shares, through a permanent establishment or (ii) where certain conditions are met, the Company derives 75% or more of its gross value from UK land.

Generally, an individual holder of ordinary shares who has ceased to be resident in the United Kingdom for tax purposes for a period of five years or less and who disposes of ordinary shares during that period may be liable on their return to the United Kingdom to UK taxation on any capital gain realized (subject to any available exemption or relief).

UK Stamp Duty and UK Stamp Duty Reserve Tax

No UK Stamp Duty, or UK Stamp Duty Reserve Tax, or SDRT, will be payable on the issue of ordinary shares, subject to the comments below.

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UK Stamp Duty will in principle be payable on any instrument of transfer of ordinary shares that is executed in the United Kingdom or that relates to any property situated, or to any matter or thing done or to be done, in the United Kingdom. An exemption from UK Stamp Duty is available on an instrument transferring ordinary shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Holders of ordinary shares should be aware that, even where an instrument of transfer is in principle subject to UK Stamp Duty, UK Stamp Duty is not required to be paid unless it is necessary to rely on the instrument for legal purposes, for example to register a change of ownership or in litigation in a UK court.

Provided that ordinary shares are not registered in any register maintained in the United Kingdom by or on behalf of us and are not paired with any shares issued by a UK incorporated company, any agreement to transfer ordinary shares will not be subject to SDRT. We currently do not intend that any register of ordinary shares will be maintained in the United Kingdom.

If ordinary shares were to be registered in a register maintained in the United Kingdom by or on behalf of us or paired with any shares issued by a UK incorporated company then, where ordinary shares are transferred or issued to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services or issuing depositary receipts (but not including CREST), SDRT may be payable at a rate of 1.5% of the amount or value of the consideration payable for or, in certain circumstances, the market value of the ordinary shares. This liability for SDRT will strictly be accountable by the clearance service or depositary receipt system, as the case may be, but will, in practice, generally be reimbursed by participants in the clearance service or depositary receipt system.

Material United States Federal Income Taxation Considerations

The following discussion describes material U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition of ordinary shares. This summary applies only to U.S. Holders that hold ordinary shares as capital assets within the meaning of Section 1221 of the Code (as defined below) and have the U.S. dollar as their functional currency.

This discussion is based on the tax laws of the United States as in effect on the date of this Annual Report, including the Internal Revenue Code of 1986, as amended, or the Code, and U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this Annual Report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, and any such change could apply retroactively and could affect the U.S. federal income tax consequences described below. The statements in this Annual Report are not binding on the U.S. Internal Revenue Service, or the IRS, or any court, and thus we can provide no assurance that the U.S. federal income tax consequences discussed below will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. Furthermore, this summary does not address any estate or gift tax consequences, any state, local or non-U.S. tax consequences, the Medicare tax on net investment income or any other tax consequences other than U.S. federal income tax consequences.

The following discussion does not describe all the tax consequences that may be relevant to any particular holder of our ordinary shares or to persons in special tax situations such as:

● banks and certain other financial institutions;

● regulated investment companies;

● real estate investment trusts;

● insurance companies;

● broker-dealers;

● traders that elect to mark to market;

● tax-exempt entities;

● persons liable for alternative minimum tax;

● U.S. expatriates;

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● persons holding ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

● persons that actually or constructively own 10% or more of the Company’s stock (by vote or value);

● persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

● persons who acquired ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;

● persons subject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares being taken into account in an applicable financial statement; or

● persons holding ordinary shares through partnerships or other pass-through entities.

HOLDERS OF OUR ORDINARY SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES.

As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that, for U.S. federal income tax purposes, is or is treated as:

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

● an estate whose income is subject to U.S. federal income taxation regardless of its source; or

● a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds ordinary shares generally will depend on such partner’s status and the activities of the partnership. A U.S. Holder that is a partner in such partnership should consult its tax advisor.

Dividends and Other Distributions on Ordinary Shares

Subject to the passive foreign investment company considerations discussed below, the gross amount of distributions made by the Company with respect to ordinary shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will be includible as dividend income in a U.S. Holder’s gross income in the year received, to the extent such distributions are paid out of the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles and does not expect to do so in the future, a U.S. Holder should expect all cash distributions will be reported as dividends for U.S. federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Dividends paid to a non-corporate U.S. Holder may be treated as “qualified dividend income” eligible for the lower capital gains tax rate with respect to non-corporate U.S. Holders. The dividends will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations.

The amount of any distribution paid in foreign currency will be equal to the U.S. dollar value of such currency, translated at the spot rate of exchange on the date such distribution is received, regardless of whether the payment is in fact converted into U.S. dollars at that time. Any gain or loss realized on a subsequent conversion or other disposition of such foreign currency will be treated as U.S. source ordinary income or loss.

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Dividends on the ordinary shares generally will constitute foreign source income for foreign tax credit limitation purposes. Subject to certain complex conditions and limitations, any foreign taxes withheld on any distributions on the ordinary shares may be eligible for credit against a U.S. Holder’s federal income tax liability. For foreign tax credit purposes, dividends distributed by the Company with respect to ordinary shares will generally constitute “passive category income.”

Sale or Other Taxable Disposition of Ordinary Shares

Subject to the passive foreign investment company considerations discussed below, upon a sale or other taxable disposition of ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such ordinary shares. Any such gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the ordinary shares exceeds one year.

Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations. Gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of ordinary shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes.

Passive Foreign Investment Company Considerations

The Company will be classified as a passive foreign investment company, or a PFIC, for any taxable year if either: (a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, the Company will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock.

Under the PFIC rules, if the Company were considered a PFIC at any time that a U.S. Holder holds the ordinary shares, the Company would continue to be treated as a PFIC with respect to such investment unless (i) the Company ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.

Based on the composition of the income, assets and operations of the Company and its subsidiaries, the Company does not believe that it currently is or has been a PFIC for the year ending December 31, 2021, and the Company does not expect to be a PFIC in the future. This is a factual determination, however, that can only be made annually after the close of each taxable year. In addition, the principles and methodology used in determining whether a company is a PFIC are subject to ambiguities and different interpretations. Therefore we cannot assure you that the Company will not be classified as a PFIC for the current taxable year. Furthermore, even if the Company is not a PFIC for the current year, the Company may become a PFIC in a future year depending on, for example, the operations of the Company and its subsidiaries.

If the Company is considered a PFIC at any time that a U.S. Holder holds ordinary shares, any gain recognized by the U.S. Holder on a sale or other disposition of the ordinary shares, as well as the amount of any “excess distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. In addition, if the Company is a PFIC and any of its subsidiaries is also a PFIC, a U.S. Holder may also be subject to the adverse tax consequences described above with respect to any gain or “excess distribution” realized or deemed realized in respect of such subsidiary PFIC. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares if the Company is considered a PFIC.

If the Company is considered a PFIC, a U.S. Holder will also be subject to annual information reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to the ordinary shares.

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Information Reporting and Backup Withholding

Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

Additional Information Reporting Requirements

Certain U.S. Holders who are individuals (and certain entities) that hold an interest in “specified foreign financial assets” (which may include the ordinary shares) are required to report information relating to such assets, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements. U.S. Holders should consult their tax advisors regarding the applicability of these requirements to their acquisition and ownership of ordinary shares.

Transfer Reporting Requirements

A U.S. Holder (including a U.S. tax-exempt entity) that acquires equity of a non-U.S. corporation may be required to file a Form 926 or a similar form with the IRS reporting the payment of the offering price if (i) such person owned, directly or by attribution, immediately after the transfer at least 10.0% by vote or value of the corporation or (ii) if the transfer, when aggregated with all transfers made by such person (or any related person) within the preceding 12-month period, exceeds $100,000. Substantial penalties may be imposed upon a U.S. Holder that fails to comply.

Also, in the event a U.S. Holder does not file IRS Form 926, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close until three years after the date the required information is filed. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH HOLDER OF ORDINARY SHARES SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF OWNING ORDINARY SHARES UNDER THE HOLDER’S OWN CIRCUMSTANCES.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly

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as U.S. companies whose securities are registered under the Exchange Act. We are required to make certain filings with the SEC. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Our activities expose us to a variety of market risks. Our primary market risk exposures relate to foreign exchange rates, interest rates and counterparty credit risks. Where appropriate, we use derivative financial instruments solely for the purpose of hedging the currency risks arising from our operations and sources of financing. We do not enter into derivative financial instruments for speculative purposes.

The following discussion and analysis only addresses our market risk and does not address other financial risks we face in the normal course of business, including credit and liquidity risk. There has been no material change to our market risk in the year ended December 31, 2021. See Item 3.D. “Risk Factors — 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.”

Foreign exchange risk

We operate internationally, predominantly in emerging and less developed markets, and are exposed to foreign exchange risk as a result. A material change in the value of any such foreign currency could adversely affect our cash flow and results of operations. We are exposed to exchange rate risk to the extent that balances and transactions are denominated in a currency other than the functional currency in which they are measured. In managing foreign exchange risk, we aim to reduce the impact of short term fluctuations on earnings. We have no export sales but we have customers that are either contracted using lease fees quoted in U.S. dollars or other foreign currencies but with foreign exchange indexation. Our significant exposure to currency risk relates to our loan facilities that are mainly in U.S. dollars or euro. We manage foreign exchange rate risk through our revenue contract foreign exchange resets, the use of derivative financial instruments such as currency swaps and forward contracts. We monitor the movement in the currency rates on an ongoing basis. The currency exposure arising from cash and cash equivalent assets denominated in foreign currencies is managed primarily by setting limits on the percentage of net assets that may be invested in such deposits.

During the year ended December 31, 2021, we had $163.6 million in net foreign exchange losses, of which $167.6 million related to our Nigeria segment. Our exposure to foreign exchange rate fluctuations is primarily in the Nigeria segment, which has the largest value of U.S. dollar denominated debt. Based on foreign exchange rates existing as of December 31, 2021, a 1% appreciation in each of the Naira, the Zambian Kwacha, and the Brazilian Real compared to the U.S. dollar would have resulted in approximately $25.6 million lower net foreign exchange losses during the year ended December 31, 2021 (with $20.3 million of the lower foreign exchange loss coming from the Naira). Conversely, a 1% depreciation of the Naira, the Zambian Kwacha, and the Brazilian Real compared to the U.S. dollar would have resulted in approximately $25.6 million of net foreign exchange losses during the year ended December 31, 2021.

Interest rate risk

Our main interest rate risk arises from long-term borrowings with variable rates. Our borrowings at variable rate are mainly denominated in U.S. dollars. Our fixed rate borrowings and receivables are carried at amortized cost. They are therefore not subject to interest rate risk as defined by IFRS, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

During the year ended December 31, 2021, our loss for the year was $26.1 million. If interest rates increased by 1%, our loss for the year would have increased by $6.3 million during the year ended December 31, 2021. Conversely, a 1% decrease in interest rates would have resulted in a $6.1 million decrease in losss for the year during the year ended December 31, 2021.

Further information about our financial risk management can be found in Note 4 to the audited consolidated financial statements included elsewhere in this Annual Report.

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Counterparty Credit Risk

Counterparty credit risk relates to the risk of loss resulting from nonperformance or nonpayment by counterparties pursuant to the terms of their contractual obligations. We utilize data and market knowledge to determine the concentration of risk by reference to independent and internal ratings of customers. Risks surrounding counterparty performance could ultimately impact the amount and timing of our cash flow and future profits. We seek to mitigate counterparty credit risk by having a diversified portfolio of counterparties.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

We have a clear focus on ensuring we have sufficient access to capital to finance growth and to refinance maturing debt obligations. As part of the liquidity management process, we have various credit arrangements that can be utilized to meet our liquidity requirements. At December 31, 2021, we had utilized $2.6 billion of $3.5 billion credit facilities.

Typically, our credit terms with customers are more favorable compared to payment terms to our suppliers in order to help provide sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot be reasonably predicted, such as natural disasters.

Item 12. Description of Securities Other than Equity Securities

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

On October 13, 2021, we adopted our amended and restated memorandum and articles of association according to our board of directors’ proposal. As a consequence of the adoption of the amended and restated memorandum and articles of association, our share capital was reorganized, and all of our outstanding Class A and Class B shares were exchanged on a 500 to 1 basis for ordinary shares. A copy of our amended and restated memorandum and articles of association is being filed as Exhibit 1.1 to this Annual Report. See Item 10.B. “Additional Information—Memorandum and Articles of Association.”

Use of Proceeds

On October 13, 2021, the SEC declared effective our registration statement on Form F-1 (File No. 333-259593), as amended, filed in connection with our IPO (the “Registration Statement”). Pursuant to the Registration Statement, we registered the offer and sale of 22,500,000 of our ordinary shares with a proposed maximum aggregate offering price of approximately $540.0 million. We offered 18,000,000 ordinary shares, and certain of our existing shareholders (the “Selling Shareholders”) offered 4,500,000 ordinary shares (including the underwriters’ option to purchase an additional 2,700,000 ordinary shares from us and an additional 675,000 ordinary shares from the Selling Shareholders). Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as representatives of the underwriters for the offering.

On October 14, 2021, we issued and sold 18,000,000 ordinary shares at a price to the public of $21.00 per share. The aggregate offering price of the shares sold was approximately $378.0 million. Upon completion of the IPO on October 14, 2021, we received net proceeds of $357.7 million, after deducting underwriting discounts and commissions of $21.7 million and net reimbursements of offering expenses of $1.4 million.

There has been no material change in the expected use of the net proceeds from our initial public offering as described in the Prospectus.

Item 15. Controls and Procedures

Inherent Limitations on Effectiveness of Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon that evaluation and as a result of the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective to accomplish their objectives at the reasonable assurance level. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 20-F fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with IFRS.

136

Previously Identified Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.   Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS.

In connection with the audits of our historic consolidated financial statements, we identified three material weaknesses in internal control over financial reporting. These material weaknesses were previously reported in our Prospectus.

Two of the material weaknesses identified related to the lack of key accounting personnel with the requisite knowledge and experience to account for complex transactions, particularly in the areas of foreign exchange, business combinations and other complex, judgmental areas, and the lack of an adequate process and procedures surrounding the accounting for the acquisition of property, plant and equipment and utilization of advance payments made to contractors for the provision and construction of property, plant and equipment impacting the timely recognition of assets and commencement of depreciation. Another material weakness in our internal controls over financial reporting was identified during the course of the audit for the year ended December 31, 2020. While no audit adjustment was required to the financial statements, the material weakness identified is in the lack of appropriate internal communication, documentation of the facts, circumstances and judgements taken by management. This material weakness resulted in the incomplete recording of transactions related to the recognition and settlement of revenues and receivables where the amounts concerned were subject to dispute or deferred invoicing.

Remediation Activities

We continue to take steps to remediate these material weaknesses and have hired additional qualified accounting and financial reporting personnel and engaged external temporary resources as needed. In addition, we have implemented new controls designed to prevent the future occurrence of similar issues. We are also working to modify and implement policies and procedures centrally to develop effective internal control through a shared service center along with improvements to controls across the finance function.

We are satisfied, as a result of the testing of the design and operating effectiveness of controls that the previously identified control deficiency related to the accounting for foreign exchange in our Prospectus has been remediated at December 31, 2021. Equally, we are satisfied that progress is being made on the other aspects of the material weaknesses historically identified.

While we believe these efforts can remediate the three material weaknesses, these material weaknesses cannot be considered fully remediated until the applicable remedial controls are fully implemented, operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly-public companies.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly-public companies.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, there were no changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

137

Item 16A. Audit Committee Financial Expert

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. Our board of directors has also determined that Nicholas Land is considered an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act.

Item 16B. Code of Ethics

We have adopted a Code of Conduct and Business Principles, which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as equal opportunity and non-discrimination standards. This Code of Conduct and Business Principles applies to all of our executive officers, directors and employees, including our principal executive, principal financial and principal accounting officers. Our Code of Conduct and Business Principles is intended to meet the definition of “code of ethics” under Item 16B of 20-F under the Exchange Act.

We will disclose on our website any amendment to, or waiver from, a provision of our Code of Conduct and Business Principles that applies to our directors or executive officers to the extent required under the rules of the SEC or NYSE. Our Code of Conduct and Business Principles is available on the Investor Relations page of our website at ihstowers.com. The information contained on our website is not incorporated by reference in this Annual Report.

Item 16C. Principal Accounting Fees and Services

The consolidated financial statements of IHS Holding Limited at December 31, 2020 and 2021, and for each of the two years in the period ended December 31, 2021, appearing in this Annual Report have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The registered business address of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH, United Kingdom.

The table below sets out the total amount billed to us by PricewaterhouseCoopers LLP for services performed in the years ended December 31, 2020 and 2021, and breaks down these amounts by category of service:

	2021	2020
	$’000	$’000
Audit Fees	4,857	4,317
Audit Related Fees	3,094	1,795
Tax Fees	201	75
All Other Fees	589	145
Total	8,741	6,332

Audit Fees

Audit fees for the years ended December 31, 2020 and 2021 related to the audit of our consolidated and subsidiary financial statements and other audit services provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees for the years ended December 31, 2020 and 2021 related to services in connection with our IPO and interim review services provided in connection with statutory and regulatory filings or engagements.

Tax Fees

Tax fees for the years ended December 31, 2020 and 2021 related to tax compliance and tax planning services.

All Other Fees

All other fees in the years ended December 31, 2020 and 2021 related to services in connection with non-audit compliance and review work.

138

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.

All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit Committee’s pre-approval policy.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F. Change in Registrant’s Certifying Accountant

None.

Item 16G. Corporate Governance

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. We believe the following to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE listing standards.

Under the NYSE rules, NYSE listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the NYSE with limited exceptions. The NYSE rules require that the quorum for any meeting of the holders of shares should be sufficiently high to ensure a representative vote and give careful consideration to provisions fixing any proportion less than a majority of the outstanding shares as the quorum for shareholders’ meetings. We follow the corporate governance practice of our home country, the Cayman Islands, which permits less than a majority of the outstanding shares as the quorum for shareholders’ meetings. The NYSE rules also require shareholder approval for equity compensation plans and material revisions to those plans. We follow the corporate governance practice of our home country, the Cayman Islands, which does not require shareholder approval for these matters.

We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. For example, under the NYSE rules, U.S. domestic listed, non-controlled companies are required to have a majority independent board, which is not required under the Companies Act of the Cayman Islands, our home country. NYSE rules also require U.S. domestic listed, non-controlled companies to have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, which are not required under our home country laws.

Following our home country governance practices may provide less protection than is given to investors under the NYSE listing requirements applicable to domestic issuers. For more information, see Item 3.D. “Risk Factors — Risks Relating to Ownership of our Ordinary Shares — We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are not subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company” and “Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and 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.”

Item 16H. Mine Safety Disclosure

Not applicable.

139

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 17. Financial Statements

We have provided financial statements pursuant to Item 18.

Item 18. Financial Statements

The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this Annual Report. The audit report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

Item 19. Exhibits

List all exhibits filed as part of the registration statement or annual report, including exhibits incorporated by reference.

		Incorporation by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed / Furnished
1.1	Amended and Restated Memorandum and Articles of Association of the Registrant	F-1/A	333-259593	3.1	10/4/2021
2.1	Specimen Ordinary Share Certificate of the Registrant	F-1/A	333-259593	4.1	10/4/2021
2.2	Registration Rights Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited					*
2.3	Shareholders’ Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited					*
2.4	Indenture, dated as of September 18, 2019, among IHS Netherlands Holdco B.V., as issuer, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited, as guarantors, and Citibank N.A. London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Registrar	F-1/A	333-259593	4.4	10/4/2021
2.5	Supplemental Indenture, dated as of June 17, 2021, among IHS Netherlands Holdco B.V., as issuer IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited, as guarantors, and Citibank N.A. London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Registrar.	F-1/A	333-259593	4.5	10/4/2021
2.6	Indenture, dated as of November 29, 2021, among IHS Holding Limited., as issuer, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited, Nigeria Tower Interco B.V., as guarantors, Lucid Trustee Services Limited, as Trustee, and Citibank N.A. London Branch, as Principal Paying Agent, Transfer Agent and Registrar					*
2.7	Description of Securities					*
4.1†	Long Term Incentive Plan	F-1/A	333-259593	10.1	10/4/2021

140

		Incorporation by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed / Furnished
4.2†	Form of 2021 Omnibus Incentive Plan	F-1/A	333-259593	10.2	10/4/2021
4.3	Amended and Restated Revolving Credit Agreement, dated as of June 2, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders	F-1/A	333-259593	10.3	10/4/2021
4.4	Amendment Letter to Amended and Restated Revolving Credit Agreement, dated as of September 29, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders	F-1/A	333-259593	10.4	10/4/2021
4.5#	Bridge Facility Agreement, dated August 10, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders	F-1/A	333-259593	10.5	10/4/2021
4.6	Amendment Letter to Bridge Facility Agreement, dated September 29, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders	F-1/A	333-259593	10.6	10/4/2021
4.7	Amendment and Restatement Credit Agreement, dated September 29, 2021, among IHS Netherlands Holdco B.V. as holdco and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders	F-1/A	333-259593	10.7	10/4/2021
8.1	List of Subsidiaries.					*
12.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

141

		Incorporation by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed / Furnished
12.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
13.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
13.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
15.1	Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.					*
101.INS	Inline XBRL Instance Document.					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					*
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document.					*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.					*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

† Indicates management contract or compensatory plan or arrangement.

# Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Certain agreements filed as exhibits to this Annual Report contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements.

142

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

IHS HOLDING LIMITED
Date: March 15, 2022
By:	/s/ Sam Darwish
Name:	Sam Darwish
Title:	Chief Executive Officer
By:	/s/ Adam Walker
Name:	Adam Walker
Title:	Chief Financial Officer

143

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 876)	F-2
Consolidated statements of income/(loss) and other comprehensive income	F-5
Consolidated statements of financial position	F-6
Consolidated statements of changes in equity	F-7
Consolidated statements of cash flows	F-8
Notes to consolidated financial statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of IHS Holding Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of IHS Holding Limited and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of loss and other comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Revenue Recognition

As described in notes 2.5, and 6 to the consolidated financial statements, revenue is derived from fees paid by customers for services from the colocation business and its ancillary managed services. Total revenues for the year ended December 31, 2021 were US$1.6 billion and accrued revenue as of December 31, 2021 amounted to US$103.4 million. The Company determines the transaction price at contract inception. On initial recognition of revenue, the Company assesses the recoverability of revenue and recognises the revenue, in respect of satisfied performance obligations, which is expected to be recovered. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer, and are therefore subject to measurement constraints as such payments are not wholly within the control of the Company. The assessment of amounts expected to be recovered and, indirectly, the variable consideration component, are closely aligned with the assumed credit risk of the customer, determined as part of the assessment of expected credit losses made in accordance with the Company’s IFRS 9 expected credit loss policy. Under this policy, the Company assesses the credit risk of the customer to evaluate the customer’s capacity to meet its contractual cash flow obligations in the near term. The Company also recognises revenue in respect of services provided where billing is not completed, including in respect of tower sites coming into service, or changes in customer implemented technologies since the most recent invoicing cycle and in respect of services subject to ongoing negotiation regarding price or other contract interpretation disputes with customers. The Company assesses the expected outcome of such disputed matters in respect of satisfied performance obligations recognising revenue to the extent that customer acceptance and payment is expected.

The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are the significant judgement and estimation required by management in determining (i) the amount of variable consideration expected to be recovered and (ii) the expected outcome of negotiations with customers regarding unbilled and disputed amounts. This in turn led to a high degree of subjectivity, judgement and effort in performing procedures relating to management’s assessment of the amounts expected to be invoiced and recovered and significant assumptions related to credit risk of the customer. As disclosed by management, a material weakness existed related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others: (i) inspection of a sample of contracts to confirm the existence of the arrangements and evaluation of the treatment of any unusual terms; (ii) testing of the estimated value and timing of recognition of accrued revenue including in respect of the resolution of disputes with customers; (iii) testing the accuracy of underlying data used in the calculation of revenue for a sample of contracts; and (iv) evaluating variable consideration amounts assigned to those contracts at initial recognition based on management’s assessment of recoverability including evaluating whether the customer credit risk assumption used by management was reasonable.

Goodwill Impairment Testing

As described in notes 2.13, 3.4 and 15 to the consolidated financial statements, goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The aggregate carrying value of goodwill as of December 31, 2021 was US$869.5 million. The carrying value of the cash generating unit (CGU) or group of CGUs containing the goodwill is compared to the recoverable amount, which is the higher of its value in use and its fair value less costs of disposal. The recoverable amount of each of the CGUs other than the IHS Latam group of CGUs was determined based on their estimated value in use whereas the IHS Latam group of CGUs was determined based on fair value less costs of disposal. The key assumptions to which these recoverable amount calculations are most sensitive are:

● assumptions impacting forecast cash flows including tenancy rates and gross margins;

● terminal growth rates;

● discount rates;

● monthly tower cash flows for the IHS Latam group of CGUs;

● tower cash flow multiples relating to recent comparable transactions; and

● estimated costs of disposal.

F-3

The principal considerations for our determination that performing procedures relating to goodwill impairment testing is a critical audit matter are (i) the significant judgement and estimation required by management in developing the recoverable amount estimates and (ii) the complexity of the related valuation models. This, in turn, led to a high degree of auditor judgement, subjectivity and effort in performing procedures and in evaluating management’s valuation calculations and significant assumptions related to forecast cash flows, terminal growth rates, discount rates, monthly tower cash flows, tower cash flow multiples and estimated costs of disposal. In addition, the audit effort involved the use of professionals with specialised skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others: (i) assessing management’s process for developing the recoverable amount estimate; (ii) evaluating the appropriateness of the value in use and fair value less costs of disposal calculations; (iii) testing the completeness, accuracy and relevance of underlying data used in the estimate; and (iv) evaluating significant assumptions used by management, including assumptions impacting forecast cash flows, terminal growth rates, discount rates, monthly tower cash flows, tower cash flow multiples and estimated costs of disposal. Evaluating significant assumptions used by management involved evaluating whether the assumptions used by management were reasonable considering: (i) the current and past performance of the relevant CGUs; (ii) the consistency with external market; and (iii) whether those assumptions were consistent with other evidence obtained in other areas of the audit. Professionals with specialised skill and knowledge were used to assist in the evaluation of the discount rate and terminal growth rate assumptions within management’s value in use models and the tower cash flow multiple assumption within management’s fair value less costs of disposal model.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

March 15, 2022

We have served as the Company's auditor since 2017.

F-4

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

CONSOLIDATED STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME

		2021	2020	2019
	Note	$’000	$’000	$’000
Revenue	6	1,579,730	1,403,149	1,231,056
Cost of sales	7	(907,388)	(838,423)	(810,967)
Administrative expenses	8	(336,511)	(236,112)	(556,285)
Reversal of loss allowance/(loss allowance) on trade receivables	8	34,031	(13,081)	(27,944)
Other income	9	18,509	16,412	7,036
Operating profit/(loss)		388,371	331,945	(157,104)
Finance income	10	25,522	148,968	36,045
Finance costs	11	(422,034)	(633,766)	(288,915)
Loss before income tax		(8,141)	(152,853)	(409,974)
Income tax expense	12	(17,980)	(169,829)	(13,518)
Loss for the year		(26,121)	(322,682)	(423,492)
Loss attributable to:
Owners of the Company		(25,832)	(321,994)	(423,492)
Non-controlling interest	27	(289)	(688)	—
Loss for the year		(26,121)	(322,682)	(423,492)
Loss per share – basic	13	(0.09)	(1.09)	(1.44)
Loss per share – diluted	13	(0.09)	(1.09)	(1.44)
Other comprehensive income
Items that may be reclassified to profit or loss
Fair value gain through other comprehensive income		3	—	1
Exchange differences on translation of foreign operations		36,698	94,411	5,036
Other comprehensive income for the year, net of taxes		36,701	94,411	5,037
Total comprehensive income/(loss) for the year		10,580	(228,271)	(418,455)
Total comprehensive income/(loss) for the year attributable to:
Owners of the Company		14,250	(227,560)	(418,455)
Non-controlling interest		(3,670)	(711)	—
Total comprehensive income/(loss) for the year		10,580	(228,271)	(418,455)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		2021	2020
	Note	$’000	$’000
Non-current assets
Property, plant and equipment	14	1,708,834	1,438,040
Right of use assets	14	520,651	468,130
Goodwill	15	869,319	656,256
Other intangible assets	15	701,425	690,841
Fair value through other comprehensive income financial assets		11	8
Deferred income tax assets	16	11,064	13,443
Derivative financial instrument assets	18	165,100	155,196
Trade and other receivables	19	69,479	36,409
		4,045,883	3,458,323
Current assets
Inventories	17	42,022	49,222
Income tax receivable	12	128	—
Derivative financial instrument assets	18	—	27,495
Trade and other receivables	19	469,130	327,187
Cash and cash equivalents	20	916,488	585,416
		1,427,768	989,320
TOTAL ASSETS		5,473,651	4,447,643
Current liabilities
Trade and other payables	21	499,432	409,493
Provisions for other liabilities and charges	24	343	3,797
Derivative financial instrument liabilities	18	3,771	7,285
Income tax payable	12	68,834	48,703
Borrowings	22	207,619	186,119
Lease liabilities	23	50,560	28,246
		830,559	683,643
Non-current liabilities
Trade and other payables	21	312	9,565
Borrowings	22	2,401,471	2,017,090
Lease liabilities	23	325,541	286,501
Provisions for other liabilities and charges	24	71,598	49,469
Deferred income tax liabilities	16	118,210	177,184
		2,917,132	2,539,809
TOTAL LIABILITIES		3,747,691	3,223,452
Stated capital	25	5,223,484	4,530,870
Accumulated losses		(2,860,205)	(2,835,390)
Other reserves	26	(780,272)	(485,505)
Equity attributable to owners of the Company		1,583,007	1,209,975
Non-controlling interest	27	142,953	14,216
TOTAL EQUITY		1,725,960	1,224,191
TOTAL EQUITY AND LIABILITIES		5,473,651	4,447,643

The accompanying notes are an integral part of these consolidated financial statements.

F-6

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Attributable to owners of the Company
						Non-	Total
		Stated	Accumulated	Other	Total	controlling	Equity
		capital	losses	reserves		interest
	Note	$’000	$’000	$’000	$’000	$’000	$’000
Balance at Jan 1, 2019		4,518,502	(2,089,904)	(1,096,523)	1,332,075	—	1,332,075
Issue of shares		12,368	—	—	12,368	—	12,368
Share-based payment expense	26	—	—	504,331	504,331	—	504,331
Total transactions with owners of the Company		12,368	—	504,331	516,699	—	516,699
Loss for the year		—	(423,492)		(423,492)	—	(423,492)
Other comprehensive income		—	—	5,037	5,037	—	5,037
Total comprehensive (loss)/income		—	(423,492)	5,037	(418,455)	—	(418,455)
Balance at Dec 31, 2019		4,530,870	(2,513,396)	(587,155)	1,430,319	—	1,430,319
Balance at Jan 1, 2020		4,530,870	(2,513,396)	(587,155)	1,430,319	—	1,430,319
NCI arising on business combination	27	—	—	—	—	14,927	14,927
Share-based payment expense	26	—	—	7,216	7,216	—	7,216
Total transactions with owners of the Company		—	—	7,216	7,216	14,927	22,143
Loss for the year		—	(321,994)	—	(321,994)	(688)	(322,682)
Other comprehensive income/(loss)		—	—	94,434	94,434	(23)	94,411
Total comprehensive (loss)/income		—	(321,994)	94,434	(227,560)	(711)	(228,271)
Balance at Dec 31, 2020		4,530,870	(2,835,390)	(485,505)	1,209,975	14,216	1,224,191
Balance at Jan 1, 2021		4,530,870	(2,835,390)	(485,505)	1,209,975	14,216	1,224,191
NCI arising on business combination	27	—	—	—	—	132,407	132,407
Issue of shares net of transaction costs		349,846	—	—	349,846	—	349,846
Options converted to shares		342,768	—	(342,768)	—	—	—
Share-based payment expense	26	—	—	13,003	13,003	—	13,003
Other reclassifications related to share based payment		—	1,017	(5,084)	(4,067)	—	(4,067)
Total transactions with owners of the Company		692,614	1,017	(334,849)	358,782	132,407	491,189
Loss for the year		—	(25,832)	—	(25,832)	(289)	(26,121)
Other comprehensive loss		—	—	40,082	40,082	(3,381)	36,701
Total comprehensive loss		—	(25,832)	40,082	14,250	(3,670)	10,580
Balance at Dec 31, 2021		5,223,484	(2,860,205)	(780,272)	1,583,007	142,953	1,725,960

The accompanying notes are an integral part of these consolidated financial statements.

F-7

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

CONSOLIDATED STATEMENT OF CASH FLOWS

		2021	2020	2019
	Note	$’000	$’000	$’000
Cash flows from operating activities
Cash from operations	29	788,073	656,699	660,025
Employee long term retirement benefits		—	—	(112)
Income taxes paid	12	(29,147)	(14,540)	(13,396)
Payment for rent		(8,506)	(6,838)	(4,577)
Payment for tower and tower equipment decommissioning	24	(231)	(65)	—
Net cash generated from operating activities		750,189	635,256	641,940
Cash flows from investing activities
Purchase of property, plant and equipment - capital work in progress	14(ii)	(224,479)	(87,014)	(91,004)
Purchase of property, plant and equipment – others	14(ii)	(13,666)	(7,786)	(21,648)
Payment in advance for property, plant and equipment		(159,276)	(131,935)	(140,340)
Purchase of software and licenses	15	(5,054)	(2,464)	(5,286)
Consideration paid on business combinations, net of cash acquired	31	(401,039)	(542,905)	—
Proceeds from disposal of property, plant and equipment		4,742	2,227	2,403
Insurance claims received		16,672	6,264	3,607
Interest income received	10	7,798	5,101	14,732
Deposit of short term deposits		(103,647)	—	—
Restricted cash transferred from other receivables		—	—	1,730
Net cash used in investing activities		(877,949)	(758,512)	(235,806)
Cash flows from financing activities
Capital raised	25	378,000	—	12,368
Cost of capital raised		(28,154)	—	—
Bank loans and bond proceeds received	22	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	22	(653,504)	(99,903)	(1,622,317)
Fees on loans and derivative instruments		(20,426)	(9,403)	(61,398)
Interest paid	22	(168,285)	(167,938)	(171,883)
Costs paid on early loan settlement	11	(18,171)	—	(22,153)
Payment for the principal of lease liabilities	23	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	23	(32,923)	(19,239)	(11,634)
Initial margin received on non-deliverable forwards		36,714	5,066	8,023
Initial margin deposited on non-deliverable forwards		(19,436)	(33,846)	(8,072)
Profits received/(losses settled) on non-deliverable forwards		37,711	4,061	(2,923)
Net cash generated from/(used in) financing activities		524,265	(128,136)	(138,319)
Net increase/(decrease) in cash and cash equivalents		396,505	(251,392)	267,815
Cash and cash equivalents at beginning of year		585,416	898,802	633,450
Effect of movements in exchange rates on cash		(65,433)	(61,994)	(2,463)
Cash and cash equivalents at end of year	20	916,488	585,416	898,802

The accompanying notes are an integral part of these consolidated financial statements.

F-8

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.General information

These consolidated financial statements are the financial statements of IHS Holding Limited (‘the Company’) and its subsidiaries (together hereafter referred to as ‘the Group’ or ‘IHS’). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as a limited liability company. The Company is domiciled in the Cayman Islands and the address of its registered office is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

IHS is principally involved in providing infrastructure for the telecommunications industry. The consolidated financial statements are presented in US Dollars ($) and all values are rounded to the nearest thousands, except where otherwise indicated.

These consolidated financial statements have been authorized for issue on March 15, 2022 by the Board of Directors.

2.Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1Basis of preparation

The consolidated financial statements of IHS have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared under the historical cost convention, as modified by financial assets and liabilities (including derivative financial instruments) which are recognized at fair value.

2.1.1Changes in accounting policies and disclosures

(a)New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing January 1, 2021:

● Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7)

● Annual Improvements to IFRS Standards 2018-2020 Cycle

The amendments to standards listed above did not have any material impact on the Group’s financial statements.

(b)New standards, amendments and interpretations not yet adopted by the Group

Certain new accounting standards, interpretations and amendments have been published that are not effective for December 31, 2021 reporting period and have not been early adopted by the Group. They are:

● Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter) (Amendment to IFRS 1)

● Reference to the Conceptual Framework (Amendment to IFRS 3)

● IFRS Standards 2018–2020 (fees in the ‘10 per cent’ test for derecognition of financial liabilities) (Amendment to IFRS 9)

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

● Classification of liabilities (Amendment to IAS 1)

● Defer the effective date of the January 2020 amendments (Amendment to IAS 1)

● Disclosure of accounting policies (Amendment to IAS 1)

● Deferred tax on leases and decommissioning obligations (Amendment to IAS 12)

● Prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use (Amendment to IAS 16)

● Costs which should be included in the cost of fulfilling a contract when determining whether a contract is onerous (Amendment to IAS 37)

None of the above amendments to standards are expected to have a material effect on the Group’s financial statements.

2.2.Consolidation

(a)Subsidiaries

The consolidated financial statements include the financial information and results of the Company and those entities in which it has a controlling interest. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date the control ceases. All intercompany balances and transactions have been eliminated.

(b)Business Combinations

For acquisitions that meet the definition of a business combination, the Group applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Group from the dates of the respective acquisitions. Any excess of the purchase price paid by the Group over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill and any acquisition related costs are expensed as incurred. The Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

The consideration transferred for the acquisition comprises the fair value of the assets transferred, liabilities incurred, equity interests issued by the Group and any contingent consideration. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

If the Group gains control in a business combination in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognized in profit or loss.

The Group has considered whether any of its business combinations represent a sale and leaseback transaction from a lessor perspective. It has been determined that since the space on towers and associated assets are able to be leased to multiple tenants without restriction, that no such arrangement of the entire tower site portfolio acquired exists.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(c)Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Company.

2.3Segment reporting

Operating segments are components of IHS’s business activities about which separate financial information is available and reported internally to the chief operating decision maker. The Group’s Executive Committee has been identified as the chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments.

The Group’s Executive Committee consists of: the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, both Deputy CFOs, the IHS Nigeria CEO, and the Chief Human Resource Officer.

Latam and MENA are operating segments effective from February 2020 following the acquisition of IHS Brasil Cessão de Infraestruturas S.A. and IHS Kuwait Limited (refer to note 31). This reflects the way the Company’s chief operating decision maker (‘‘CODM’’) is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities. All reporting to the CODM analyzes performance in this way and resources are allocated on this basis.

2.4Foreign currency translation

(a)Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US Dollars.

(b)Existence of multiple official exchange rates

During the year ended December 31, 2017, the Central Bank of Nigeria introduced a new foreign exchange window, which includes the NAFEX (Nigerian Autonomous Foreign Exchange Fixing). This resulted in a situation where there are several different official exchange rates in the market, thereby requiring the Company to monitor and evaluate which exchange rate is most appropriate to apply in translating foreign currency transactions in its Nigeria businesses and in translating Naira amounts for Group reporting purposes.

Where multiple official exchange rates exist, the Group assesses the appropriate rate to use and takes into account relevant factors. In the case of translating foreign operations or foreign transactions, such factors include access to those rates in the future to meet payments or dividends. In determining whether it is appropriate to move from one official rate to another, the Group considers the available rates in official markets for settlement of transactions. Refer to note 3 for further information.

(c)Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of income and other comprehensive income within “finance income” or “finance cost.” Foreign exchange gains and losses that relate to other monetary items are

F-11

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

presented in the statement of income and other comprehensive income within “cost of sales,” “administrative expense” and “other income” as appropriate.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities designated as fair value through other comprehensive income are recognized in other comprehensive income.

The subsidiaries based in Nigeria translated their foreign currency transactions into the functional currency, Nigerian Naira, at the Nigerian Autonomous Foreign Exchange Fixing (“NAFEX”) prevailing rate at the date of the transaction. Monetary items and liabilities denominated in foreign currencies were also translated at the NAFEX rate.

The NAFEX rate was between 394.13 and 435.00 during 2021 (2020: 363.2 and 410.25, 2019: 360.4 and 364.7) and at December 31, 2021 was 435.00 (December 31, 2020: 410.25, December 31, 2019: 364.7). Both years experienced a spike in the month of December of that year, with the average rate for December 2021 being 415.6 (2020: 394.3). Refer to note 3 for further information on foreign exchange rate assessment.

The results and financial position of all the Group entities (none of which has the currency of a hyper inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

● income and expenses for each statement of income and other comprehensive income are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

● all resulting exchange differences are recognized in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are taken to other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognized in other comprehensive income.

The results of the subsidiaries based in Nigeria were translated into US Dollars at the NAFEX monthly average exchange rate for income and expenses and the assets and liabilities at the NAFEX closing rate at the date of the statement of financial position with rates as noted above. Refer to note 3 for further information.

2.5Revenue recognition

Our revenue is derived from fees paid by our customers for services from our colocation business and its ancillary managed services.

The colocation business involves the lease of space on IHS owned and leased towers, which are shared by various operators and data service providers. Revenue is generated on towers either from anchor tenants (original tenants on towers) or colocation tenants (subsequent tenants) when they install equipment on towers. A portion of colocation arrangements for the rental of space on the towers and other assets on tower sites, on which the use of space is dependent, is within the scope of IFRS 16 Leases. A portion of colocation arrangements for the provision of services and energy charges is within the scope of IFRS 15 ‘Revenue from contracts with customers’ as a provision of service. The Group also offers

F-12

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

ancillary services to manage tenant operations of existing customers on a limited basis. Revenue from such managed services is within the scope of IFRS 15 ‘Revenue from contracts with customers’.

In determining the amounts of colocation revenue from our contracts with customers that fall within the scope of IFRS 15 or IFRS 16, the Group considers whether there are separate performance obligations to which a portion of the transaction price needs to be allocated and revenue recognized separately.

For colocation services the Group determines the transaction price (including lease and non-lease elements) at contract inception and considers the effects of:

● Variable consideration - The contractual price may be subject to service credits, price indexation, discounts provided on site consolidation and discounts associated with site occupancy. All of these items of variable consideration are considered to relate to individual service periods of series performance obligations, or represent contingent rentals, and are therefore recognized in the future periods in which they arise rather than when estimating the transaction price at contract inception.

● The existence of significant financing components - Financing components are not expected to be significant as services and payments are generally in line over the period of the contract.

● Consideration payable to the customer (if any) - Payments to customers (such as rebates and discounts refunded to the customer and payments for exit fees) are deducted from transaction price unless they are payments for a distinct good or service supplied to the Group in return for the payments.

At the date of contract inception, the Group determines the stand-alone selling prices of the performance obligations (including the lease elements of the contract) using a combination of data on observable prices from comparable managed service arrangements, supplemented by the cost plus a margin approach. The Group allocates the transaction price to these non-lease elements of the contract and between performance obligations within the non-lease element of the contract on the basis of relative stand-alone selling price.

Revenue is typically invoiced quarterly in advance except where a deferral of invoicing has been agreed with a customer such as where there is an ongoing dispute over pricing in which case revenue is accrued on the basis of the expected outcome for performance obligations satisfied in the period.  Customer contracts typically require payment within 30 to 60 days.

(a)Colocation services revenue (non-lease)

For non-lease revenue, two separate performance obligations have typically been identified, one in respect of the operation of tower infrastructure and one in respect of the provision of maintenance services and power, with each being a series of performance obligations to stand ready to deliver the required services.

The identification of these two performance obligations does not change the timing of revenue recognition of the non-lease component as both are typically satisfied over the same time period. In limited cases, contracts may provide the customer with a right to purchase additional services at a significant discount. In these cases, the material right is also identified as a performance obligation.

On initial recognition of revenue, the Group assesses the recoverability of revenue and recognizes the revenue, in respect of satisfied performance obligations, which is expected to be recovered. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group. The assessment of amounts expected to be recovered, and indirectly the variable consideration component, are closely aligned with the assumed credit risk of the customer, determined as part of the assessment of expected credit losses made in accordance with the Group’s IFRS 9 expected credit loss policy as described in note 2.17.4.

F-13

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(b)Colocation services revenue for which the Group is a lessor

The portion of colocation revenue, for which IHS is the lessor, is treated as a lease. Revenue from these operating lease arrangements, including fixed escalation clauses present in non-cancellable lease agreements is recognized on a straight line basis over the current lease term of the related lease agreements, when collectability is reasonably assured. The duration of these lease arrangements is typically between 5 and 10 years. Escalation clauses tied to the Consumer Price Index (“CPI”) or other inflation based indices, are excluded from the straight line calculation, however, any fixed increases are included.

Revenue is recognized in the accounting period in which the rental income is earned and services are rendered. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue until the criteria for recognition have been met.

(c)Managed services revenue

Revenue from managed services contracts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services.

Revenue is recognized in the accounting period in which the services are rendered by reference to the stage of completion based on the terms of each contract. Services revenues are derived under contracts or arrangements with customers that provide for billings either on a fixed price basis or a variable price basis, which includes factors such as time and expenses. Revenues are recognized as services are performed. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue in the accompanying statement of financial position until the criteria for recognition have been met.

2.6Embedded derivatives in revenue contracts

Certain revenue contracts and subsequent amendments include fees that are priced in $ but are invoiced and settled in the relevant local currency of the operation using foreign exchange rates calculated in accordance with the contractual terms.

Where the contractual foreign exchange rates are reset at regular intervals in arrears, management evaluates and determines at the date of inception, or at the date of material modification, of the contracts whether the reset features are closely related to the host contracts or not.

In making the evaluation, management assessed that the $ is a commonly used currency in the local operation, and that the reset interval was sufficiently frequent to approximate the local currency spot exchange rate given economic conditions at that time. Management also considers whether, at the time of inception or material modification, contract rates reference a liquid market exchange rate. If reference rates are assessed as liquid the embedded derivative is assessed as closely related and no accounting bifurcation is made.

Where such fees that are priced in $ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate or an exchange rate which is not referenced to a liquid market exchange rate, this results in an embedded derivative which is not closely related to the host contract and is thus bifurcated, fair valued and disclosed separately. The fair values of these embedded derivatives are determined by reference to the discounted forecast billings under the contractual rates compared to those under the forecast liquid market rates.

Upon initial recognition of the revenue embedded derivative asset or liability, the Group recognizes a contract liability or asset, respectively. The contract liability or asset is released to revenue over the shorter of the term of the contract or the term over which the conditions that result in the embedded derivative expire. The release to revenue is recognized on the same basis that those contractual conditions materialize, to match the release of the contract liability or asset to the recognition of revenue from the underlying contract.

F-14

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

2.7Leases

The Group is a lessee of various assets, comprising land and building, towers, equipment and motor vehicles. The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The following sets out the Group’s lease accounting policy for all leases with the exception of leases with low-value (i.e. < $5,000) and short term of less than 12 months for which the Group has taken the exemption under the standard and are expensed to profit or loss as incurred.

(a)Lease assets

The Group recognizes right of use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use under the contract). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date (which do not form part of the lease liability value at the commencement date). Right of use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term.

The right-of-use assets are tested for impairment in accordance with IAS 36 “Impairment of Assets”.

(b)Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of all remaining lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments where the contracts specify fixed or minimum uplifts) and variable lease payments that depend on an index or a rate.

The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

Due to the nature of our leased assets the interest rate implicit in the lease is usually not readily determinable, the Group therefore uses the incremental borrowing rate in calculating the present value of lease payments at the lease commencement date. The incremental borrowing rate is calculated using a series of inputs, including: a local currency cost of debt for each country based on local borrowing (or where not available, an inflation adjusted US$ cost of debt which encompasses the country specific adjustment), an adjustment for the duration of the referenced borrowings to arrive at an interest rate for a one-year facility, and an adjustment for the lease term based on local government, US or Eurozone bond yields, as appropriate in the context of each country’s debt markets.

The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised and any periods covered by an option to terminate the lease, if it is reasonably certain that the termination options will not to be exercised.

The Group has the option under some of its leases to lease the assets for additional periods of up to 10 years. The Group applies judgement in evaluating whether it has a unilateral option to renew the lease for a further period and is reasonably certain to exercise the option to renew (note 3). That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

F-15

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

2.8Cost of sales

Cost of sales is mainly comprised of power generation costs, depreciation, tower repairs and maintenance costs, operational staff and costs, site rental costs.

2.9Administrative expenses

Administrative expenses are costs not directly related to provision of services to customers, but which support our business as a whole. These overhead expenses primarily consist of administrative staff costs (including key management compensation), office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets, net (gain)/loss on disposal of property, plant and equipment and other sundry costs.

Administrative expenses also includes other corporate overhead expenses related to the Group’s acquisition efforts and costs associated with new business initiatives.

2.10Other income

Other income includes proceeds from insurance claims and the remeasurement of contingent consideration arising from acquisitions.

2.11Interest income

Interest income is recognized in profit or loss and is calculated using the effective interest method as set out in IFRS 9.

2.12Property, plant and equipment

These are mainly towers and towers equipment, fiber telecommunications network cables and equipment, land and buildings, furniture and office equipment, motor vehicles and capital work in progress that are used directly by the Group in the provision of services to customers, or for administrative purposes. The assets are carried at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the assets including amounts related to the cost of future decommissioning and site restoration obligations.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Group and the cost can be measured reliably.

The carrying amount of the replaced asset is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Freehold land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Towers and tower equipment Base station towers (including civil costs and overheads)
•    Base station equipment (including civil costs and overheads)	10-20 years
•    Base station equipment (other equipment)	15 years
•    Base station equipment (rectifier and solar power)	10 years
•    Base station equipment (alarm and battery)	3-5 years
•    Base station equipment (generator & generator overhaul)	1-3 years
Fiber assets
•    Fixed line network equipment (including civil works, duct system, cable system and survey costs)	25 years
•    Outdoor cabinet	10 years
Land and buildings, furniture and office equipment, and motor vehicles
•    Office complex	40 years
•    Furniture and office equipment	3 years
•    Motor vehicles	4 years

Asset residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period. Where an indication of impairment exists, an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss for the period. The Group assesses its property, plant and equipment for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period. Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence including those driven by climate change.

2.13Intangible assets and goodwill

Goodwill arises on the acquisition of businesses and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognized directly in profit or loss.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at or below the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognized immediately as an expense and is not subsequently reversed.

(a)Network and customer related intangible assets

Network related intangible assets represent future income from leasing excess tower capacity to new tenants. Customer related intangible assets represent customer contracts and relationships. Network and customer-related intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Network and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of network and customer related intangible assets over their estimated useful lives of 14-26 years (2020: 14-20 years, 2019: 14-16 years) and 5-37 years (2020: 5-30 years, 2019: 5-30 years) respectively. The remaining amortization period for network and customer related assets are between 5-26 years (2020: 6-26 years, 2019: 7-10 years) and 21-36 years (2020: 1-27 years, 2019: 1-26 years) respectively.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(b)Licenses

Separately acquired licenses are shown at historical cost. Licenses acquired in a business combination are recognized at fair value at the acquisition date. Licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over their estimated useful lives of 3-15 years (2020: 3-15 years, 2019: 3-15 years).

(c)Computer software

Costs associated with maintaining computer software programs are recognized as expenses as incurred. Acquired computer software licenses are capitalized at the cost incurred to acquire and bring into use the software. Amortization is calculated using the straight-line method over their estimated useful lives of three to five years.

2.14Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired (note 3). Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

2.15Inventories

Inventories are stated at the lower of cost and estimated net realizable value. Cost comprises direct materials costs and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first-in, first-out method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. If the carrying value exceeds net realizable amount, a write down is recognized. The write-down may be reversed in a subsequent period if the circumstances which caused it no longer exist. In other instances, where the net realizable value of an inventory item is not readily determinable, management assesses the age and the risk of obsolescence of such items in determining net realizable value of such items using an appropriate age/obsolescence factor model.

2.16Financial assets

2.16.1Classification

The Group classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss), and

● those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. The Group reclassifies debt investments when and only when its business model for managing those assets changes.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

2.16.2Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

2.16.3Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

a)Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group measures its debt instruments at amortized cost as assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of income and other comprehensive income.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are reflected within borrowings in current liabilities in the statement of financial position.

b)Equity instruments

The Group subsequently measures all equity investments at fair value. The Group has elected to present fair value gains and losses on equity investments in OCI. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

2.16.4Impairment

The Group evaluates each customer individually for the purpose of estimating the impairment at the reporting date rather than using a portfolio approach. The Group has limited history of losses and given the short duration of receivables, the Group uses the experienced credit judgement (ECJ) approach to estimate the impairment of trade receivables in accordance with the expected credit loss (ECL) requirement of IFRS 9.

The ECJ approach assesses the credit risk of the customer at the reporting date to evaluate the customer’s capacity to meet its contractual cash flow obligations in the near term and combines this with an evaluation of the impact of changes in economic and business conditions on the customer’s ability to pay.

2.17Financial liabilities

2.17.1 Classification

The Group’s financial liabilities are classified at amortized cost. Financial liabilities are recognized initially at fair value and inclusive of directly attributable transaction costs. The Group’s financial liabilities are borrowings and trade and other payables.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(a)Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the statement of income and other comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

A day one gain or loss on a related party loan at a non-market interest rate is included in investments.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of income and other comprehensive income as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in the statement of income and other comprehensive income, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(b)Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.18Derivative financial instruments

Derivatives are financial instruments that derive their value from an underlying price or index. A derivative instrument gives one party a contractual right to exchange financial assets and financial liabilities with another party under conditions that are potentially favorable or financial liabilities with another party under conditions that are potentially unfavorable. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period.

Where we have an obligation to purchase non-controlling interest that will be settled for a variable number of own shares, rather than cash, another financial asset, or a fixed number of shares, our policy is to treat this as a derivative transaction and measure it at fair value in the statement of income.

2.19Embedded derivatives

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates or other variable (provided in the case of a non-financial variable that the variable is not specific to a party to the contract).

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

An embedded derivative is only separated and reported at fair value with gains and losses being recognized in the statement of income and other comprehensive income when the following requirements are met:

● where the economic characteristics and risks of the embedded derivative are not clearly and closely related to those of the host contract;

● the terms of the embedded derivative are the same as those of a stand-alone derivative; and

● the combined contract is not held for trading or designated at fair value through profit or loss.

The Group’s listed bonds include embedded put and call features which are bifurcated at the time of issuance of the bonds.

The Group has analyzed the 2027 Notes issued in September 2019 along with the 2026 and 2027 notes issued in November 2021 and has identified free standing call and put options embedded in the listed bonds that required separate valuation.

The Group employed valuation techniques commonly used by market participants to evaluate bonds with embedded options, including discounted cash flow and option pricing models, and makes maximum reference to market inputs. The techniques adopted include the major factors that market participants would consider in setting a price and are consistent with accepted economic methodologies for pricing financial instruments. The options are valued equivalent to an American Receiver Swaption under the Hull & White Model.

A significant portion of the Group’s contracted revenue pricing is denominated in US Dollars and the amount of local currency due is determined by reference to the US Dollar amount invoiced, translated at the spot rate or an average rate to the respective subsidiary. This represents an embedded foreign currency derivative in a host contract.

Management’s judgement is that where fees that are priced in US$ are translated to local currency at the time of billing using a liquid market exchange rate, derivatives are not bifurcated as at the time the contracts are entered into. They are considered closely related to the host contract since they are denominated in a currency that is commonly used in the regions that the Group operates in (US Dollar being a relatively stable and liquid currency that is commonly used for pricing in local business transactions and trade).

Where fees priced in US$ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate, or an exchange rate which is not referenced to a liquid market exchange rate, derivatives are bifurcated at the time the contracts are entered into.

2.20Current and deferred income tax

(a)Deferred income tax

Deferred income tax is recognized in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax liabilities are not recognized if they arise from initial recognition of goodwill and deferred income tax is not accounted for if it arises from initial recognition of an asset or liability, in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(b)Current income tax

Current income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

2.21Employee benefits

(a)Defined contribution schemes

The Group operates a number of defined contribution plans which are funded by contributions from the Group and the employees based on the law ruling in each country. The amounts contributed by the Group is recognized as employee benefit expenses and are charged to profit or loss in the period to which the contributions relate. The Group has no further payment obligation once the contributions have been paid. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payment is available.

(b)Short-term employee benefits

Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(c)Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in the statement of income and other comprehensive income in the period in which they arise.

2.22Share-based payments

The Group operates a number of equity settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and the fair value is recognized as an expense in profit or loss, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions (for example, profitability, sales growth targets are expected to be met), such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date (note 3).

In the event of a modification of the terms of the share-based instruments, if the fair value of the new amended instruments is greater than the fair value of the original instruments as at the modification date, then for options vested at the modification date, the incremental fair value is recognized in profit or loss immediately and for unvested options, the incremental amount is recognized in profit or loss over the remaining vesting period.

In prior periods, and up to the 10 July 2019, the share-based compensation plans operated by the Group were classified and accounted for as cash-settled instruments. Options were measured at their fair value (at the date of grant) and the fair

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

value was recognized as an expense in profit or loss with a corresponding liability recognized. Cash settled share-based payment liabilities were remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognized in profit or loss. At the end of each reporting period and up to 10 July 2019, the Group revised its estimates of the number of options that were expected to vest based on the non-market vesting conditions and service conditions and recognized the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to liability. Refer to note 28 for further information.

2.23Decommissioning and site restoration obligations

The Group makes provision for any future cost of decommissioning of its telecommunication towers where required by regulation or land lease terms. These costs are expected to be incurred within a period of up to 20 years depending on the term of the leasehold. The Group estimates this provision using existing technology at current prices as quoted by decommissioning experts, escalated at the relevant inflation factor. The inflated decommissioning provision is subsequently discounted to present value using the Group’s incremental borrowing rate for borrowings over the expected term of the leasehold. The timing of each decommissioning will depend on the term of the lease and whether or not the lessor intends to renew the rental contract. A corresponding amount is recognized as part of property, plant and equipment. This is subsequently depreciated as part of the tower. Other than the unwinding discount on the provision, any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding item of property, plant and equipment.

3.Critical accounting estimates and judgements

The preparation of financial statements requires management to make certain judgements, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities as at the end of the reporting period and the amounts reported for revenues and expenses during the year. The nature of the estimation means that actual outcomes could differ from those estimates. The key sources of judgment and estimation uncertainty that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities are discussed below.

In preparing these consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2020.

(a)Key accounting judgements

3.1Going concern - Coronavirus

The COVID-19 outbreak and resulting measures taken, from time to time by the federal and state governments in the countries where we operate to contain the virus have required some changes to how we operate (for example travel restrictions, increased working from home, practicing social distancing, increased hygiene measures and enhanced risk and contingency planning). During the prior and current year however, and during the period after December 31, 2021 the financial impact on our business has not been significant as our operational teams were allowed to fulfil their responsibilities and visit sites even when local travel restrictions were in place.

However, in addition to the already known effects, the macroeconomic uncertainty causes disruption to economic activity and it is unknown what the longer-term impact on our business may be. The remaining duration of this pandemic remains uncertain but is expected to continue to impact the way we run our business, in particular in relation to office working and the ability to travel internationally without restriction. The below table outlines Management’s assessment of and response

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

to the main risks arising from the current uncertain situation regarding COVID-19. These risks inherently impact the significant judgements and estimates made by management.

	Assessment	Risk discussion and response
Revenue and profitability	· Limited impact on revenue collections thus far. · Customers continue to perform, and we have not experienced significant deterioration in payments.	· The Group has long-term revenue contracts with its customers amounting to $10.0 billion in contracted revenue. · Our ability to collect revenue from our customers is impacted by our customers’ ability to generate and collect revenues from their operations. Our customers have, in the main, seen an increased demand for their services. · The impact on collections has thus far been limited and the Group remains in constant conversation with customers regarding their liquidity and ability to meet their obligations. · The Group regularly reviews measures for cost savings whilst maintaining its ability to operate effectively and towards strategic goals. · The Group has continued to invest in capital expenditure which supports revenue growth, albeit at lower levels than initially planned for the year ended December 31, 2021, largely affected by a slow down in supply chain. The Group will continue to invest in capital expenditure relating to revenue growth during 2022.
Liquidity	· Sufficient liquidity is available. · No current impact on going concern.	· The Group has cash and cash equivalents of $916 million as at December 31, 2021. · Management has assessed current cash reserves and the availability of undrawn facilities and continues to monitor available liquidity in the context of ongoing operational requirements and planned capital expenditure. · In the context of current commitments and available liquidity, management believes that the going concern assumption remains appropriate. · All of the Group’s operations are cash generative.

	Assessment	Risk discussion and response
Access to USD	· Moderate risk due to decreased availability.	· While there has been a reduction in US Dollar liquidity in the Nigerian market, we were still able to source US Dollars locally to fund our semi-annual coupons during the year, and management remain confident that we will be able to do so for the foreseeable future.
Workforce and internal controls	· Minimal impact to date.	· Employees have returned to office following guidance by local regulations. The periods of remote working have had limited impact on the operation of and management oversight over internal controls which continue to operate effectively. · Operational employees continue to operate in the field while observing strict safety guidelines. · Our IT team monitors the increased risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilises security measures to mitigate such risks.
Supply chain	· Moderate risk due to delays.	· The Group works closely with suppliers and contractors to ensure availability of supplies on site, especially diesel supplies which are critical to many of our operations. · Regular maintenance of our towers continues while observing strict safety guidelines for our employees and our suppliers and contractors.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Due to the uncertainty of COVID-19, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market. As part of their regular assessment of the Group’s liquidity and financing position, the Directors have prepared detailed forecasts for a period which extends beyond 12 months after the date of approval of the financial statements. In assessing the forecasts, in addition to the impact of COVID-19 on the group’s operations, the Directors have considered:

● the current economic conditions in the operating markets and how that impacts trading;

● the impact of macroeconomic factors, particularly interest rates and foreign exchange rates;

● the status of the Group’s financial arrangements (see also note 22);

● mitigating actions available should business activities fall behind current expectations; and

● additional sensitivity analysis under a stressed scenario to assess the impact of a severe but plausible downside case.

Whilst inherently uncertain, and we expect some impact to our operations and performance, we currently do not believe that the COVID-19 outbreak will directly have a material adverse effect on our financial condition or liquidity for the foreseeable future. Having carefully considered this and the other factors noted above, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for at least 12 months from the date of issuance of these financial statements and to operate within the covenant levels of its current debt facilities. The Directors therefore continue to consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

3.2Assessment of appropriate foreign exchange rate

The Group had been using the relevant central bank rate, being the relevant official rate in each jurisdiction for foreign currency translation. On April 24, 2017, the Central Bank of Nigeria (CBN) introduced a special foreign exchange window for investors and exporters, known as the NAFEX market.

By introducing the NAFEX window, the CBN created a situation where there are multiple differing official rates in the market. This resulted in a need for the Group to reach a judgement regarding the appropriate exchange rates for translating foreign denominated transactions and balances for Nigerian subsidiaries and for the translation of Nigerian results on consolidation. The Group considered the requirements of IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ and performed an assessment of the availability of the NAFEX rate in that market. The Group concluded that access to US Dollar in Nigeria in the future to meet payments or dividends is expected to be obtained via the NAFEX market, which has since May 2021 been adopted by the CBN.

From January 1, 2018, the NAFEX rate has been used for the translation of USD transactions and denominated balances in the Nigerian subsidiaries and also for consolidation purposes.

3.3Determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised and any periods covered by an option to terminate the lease, if it is reasonably certain that the termination options will not be exercised.

The Group has the option under some of its leases to lease the assets for additional periods of up to 10 years. The Group applies judgement in evaluating whether it has a unilateral option to renew the lease for a further period or is otherwise provided that option under the laws governing the lease agreement and is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal or for the landlord to accept a renewal, including the nature of the underlying asset, the availability of a similar asset in a similar

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

location, and the expected business impact or relocating its towers. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its intention or ability to exercise (or not to exercise) the option to renew.

(b)Key accounting estimates

3.4Impairment of non-financial assets

The Group assesses its non-financial assets including property, plant and equipment, goodwill, and other intangible assets for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period.  Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence.  If there are rapid changes in technology of the existing telecommunication infrastructure, the Group may need to recognize significant impairment charges.

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.13.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Refer to note 15 for Goodwill and intangible assets impairment considerations.

The assessment for impairment entails comparing the carrying value of the cash generating unit with its recoverable amount, that is, the higher of the value in use and the fair value less costs of disposal. Value in use is determined on the basis of discounted estimated future net cash flows. Fair value less costs of disposal is determined on the basis of tower cash flow multiples from recent comparable transactions. Determination as to whether and how much an asset is impaired involves management estimates on highly uncertain matters such as future revenue (taking into account tenancy rates), and the direct effect these have on gross profit margins in the initial five-year forecast period, discount rates, terminal growth rates, valuation multiples observed in comparable transactions and cost related to the disposal of a business.

In determining value in use the Group makes estimates and assumptions concerning the future. The assumptions adopted in the computation of the value in use are considered reasonable to the circumstance of each CGU. The resulting accounting estimates will, by definition, seldom equal the related actual results. Such estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

3.5Share-based payment valuation

The Group initially measures the cost of share-based payment transactions with employees using an option pricing model to determine the fair value of the liability incurred. Estimating fair value for share-based payment transactions require determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and weighted average share price of each option and making assumptions about them.

Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and are recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. This requires a reassessment of the expectation of the likelihood of meeting the non-market performance conditions used at the end of each reporting period. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 28.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

3.6Regulatory accruals

The Group requires a variety of regulatory approvals and permits related to its license to operate and meets its compliance requirements in respect of individual tower sites. These charges are levied by various national and state authorities. There is uncertainty over the level of charges where rates (e.g. percentage of revenue) remain under negotiation with the relevant authorities and also over the period for which charges will apply where demands have not yet been received from authorities on a site by site basis. State authorities may also make claims on an ad-hoc basis for additional charges relating to new compliance requirements or charges significantly in excess of levels previously charged for an existing requirement. These ad-hoc claims may be made on a prospective or retrospective basis.

The Group recognizes an accrual for unbilled regulatory costs based on management estimates of the rates per permit/approval type, periods for which permits/approvals potentially relate and the probability of charges being raised resulting in a cash outflow. The most significant accrual relates to the Group’s operations in Nigeria, where the amount accrued is $31.9 million (2020: $28.3 million, 2019: $43.8 million). The accrual is based both on permits where rates are known amounts and those where amounts are based on management estimates including:

● the assumed percentage of maximum “claimed” liability related to “ad hoc” state level claims;

● the assumption that the risk related to potentially unpaid “regular” claims reduces over time and is accrued at 100% but reduced to 0% for balance over a certain number of years;

● assumptions regarding the risk of liabilities arising in respect of one-off site development related charges in respect of sites acquired by the group.

A 10 percentage point change in management’s estimate of the amount of the potential liability that, subject to these estimates, will eventually be demanded and paid to the relevant authorities would alter the accrual at December 31, 2021 by approximately $3.2 million (2020: $2.9 million, 2019: $3.5 million). Management has only considered items in the sensitivity analysis that are subject to management’s rates estimate in the total amount accrued.

3.7Revenue recognition

(a)Variable consideration

Initial recognition of revenue includes an assessment of the recoverability of revenue. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer, and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group (see note 2.5(a)).

A 10-percentage point change in management’s estimate of the amount of variable consideration that will eventually be received would alter revenue recognized by approximately $16.8 million (2020: $14.2 million, 2019: $nil).

(b)Delayed invoicing

Revenue also includes estimates in respect of services provided where billing is not completed, including in respect of tower sites coming into service, or changes in customer implemented technologies since the most recent invoicing cycle and in respect of services subject to ongoing negotiation regarding price or other contract interpretation disputes with customers. For each of these scenarios, revenue is accrued based on management’ expectation of the final billable amounts.

A 20-percentage point change in management’s estimate of the amount of accrued revenue, subject to these delayed billing estimates would alter revenue recognized by approximately $5.0 million (2020: $3.3 million, 2019: $0.8 million).

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

4.Introduction and overview of Group’s risk management

The Group’s activities expose it to a variety of financial risks including market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s Executive Committee is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to establish appropriate risk appetite and controls, and to monitor risks and adherence to our risk appetite. Risk management policies and systems are reviewed regularly by the executive management to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Board, through the Audit Committee, oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board is supported by various management functions that check and undertake both regular and ad hoc reviews of compliance with established controls and procedures.

(a)Derivative instruments

Derivatives are only used for economic hedging purposes and not as speculative investments. Derivatives do not meet the criteria for hedge accounting and are therefore classified as financial instruments through fair value through profit or loss.

● Non-deliverable forwards (NDFs) — The calculation of an NDF fair value is based on the difference between the contracted exchange rate and the anticipated spot exchange rate at the relevant period. The rate applied to represent the anticipated spot exchange rate requires judgement given the limited market liquidity in Nigeria. The Group has determined that the spot NAFEX exchange rate obtained from FMDQ OTC securities exchange is the most appropriate rate. The gain or loss at the settlement date is calculated by taking the difference between the agreed upon contract exchange rate (NGN/USD) and the spot rate at the time of settlement, for an agreed upon notional amount of funds.

● Embedded options within listed bonds — The bonds issued by IHS Netherlands Holdco B.V. in October 2016 and September 2019 and the bonds issued by IHS Holding Limited in November 2021 have embedded options which allow early redemption at the option of the issuer and holder upon the occurrence of specified events. These are accounted for as derivatives at fair value through profit or loss.

● Embedded derivatives within revenue contracts — The embedded derivatives within revenue contracts represent the fair value of the US$ linked components of the Group’s revenue contracts with customers, where such US$ linked components are translated to local currency at the time of billing using a fixed, pre-determined exchange rate or an exchange rate which is not referenced to a liquid market exchange rate. These are accounted for as derivatives at fair value through profit or loss.

(b)Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Group manages market risks by keeping costs low through various cost optimization programs. Moreover, market developments are monitored and discussed regularly, and mitigating actions are taken where necessary.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(i)Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures other than the US Dollar. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

The Group is exposed to risks resulting from fluctuations in foreign currency exchange rates. A material change in the value of any such foreign currency could result in a material adverse effect on the Group’s cash flow and future profits. The Group is exposed to foreign exchange risk to the extent that balances and transactions are denominated in a currency other than the functional currency in which they are measured.

In managing foreign exchange risk, the Group aims to reduce the impact of short-term fluctuations on earnings. The Group has no export sales, but it has customers that are either contracted using fees quoted in US Dollars or other foreign currencies, but with foreign exchange indexation. The Group’s significant exposure to currency risk relates to its loan facilities that are mainly in foreign currencies. The Group manages foreign exchange risk through the use of derivative financial instruments such as currency swaps and forward contracts. The Group monitors the movement in the currency rates on an ongoing basis.

Currency exposure arising from assets and liabilities denominated in foreign currencies is managed primarily by setting limits on the percentage of net assets that may be invested in such deposits.

Sensitivity analysis

The table below shows the impact on the Group’s loss if the exchange rate between the following currencies to US Dollars had increased or decreased, with all other variables held constant. The rate of change was determined by an assessment of a reasonable or probable change in the exchange rate being applied as at December 31. The impact is based on external and intercompany loans.

			Effect on		Effect on		Effect on		Effect on		Effect on
	Effect on		Rwandan		Nigerian		Zambian		Brazilian		Kuwaiti
	Euro		Franc		Naira		Kwacha		Real		Dinar
	$’000		$’000		$’000		$’000		$’000		$’000
2021
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(15,726)		(3,284)		(106,595)		(11,078)		(15,502)		(424)
Effect of US Dollar strengthening on loss	15,726		3,284		106,595		11,078		15,502		424
2020
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(18,652)		(3,522)		(114,799)		(10,808)		(14,302)		(250)
Effect of US Dollar strengthening on loss	18,652		3,522		114,799		10,808		14,302		250
2019
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(11,740)		(6,308)		(104,540)		(9,807)		n.a		n.a
Effect of US Dollar strengthening on loss	11,740		6,308		104,540		9,807		n.a		n.a

This analysis excludes the natural hedging arising from contracts with customers in the Nigeria, Zambia and Rwanda operations, which are either wholly or partly linked to the US Dollar exchange rate. It is, however, impracticable to incorporate the impact of this US Dollar component in the above analysis due to the complexity of the contracts and the timing of any devaluation event.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The Group is exposed to foreign exchange exposure that arises on intercompany loans denominated in US Dollars and Euro at a subsidiary level as a result of loan revaluations in local functional currency at period ends. The balances, as translated into US$, of the foreign denominated intercompany loans in the local books of the subsidiaries are:

	Nigerian	Rwandan	Zambian	Brazilian	Kuwaiti
	Naira	Franc	Kwacha	Real	Dinar	US Dollar
	$’000	$’000	$’000	$’000	$’000	$’000
2021
US Dollar loan	2,037,580	65,679	128,084	310,047	8,476	—
Euro loan	—	—	—	—	—	290,346
2020
US Dollar loan	2,189,385	56,449	119,245	286,032	5,007	—
Euro loan	—	—	—	—	—	331,668

The summary of quantitative data about the Group’s exposure to foreign exchange risk (balances excluding inter-company balances, and in currencies other than the local functional currency) is as follows:

	2021	2020
	$’000	$’000
Trade receivables	36,629	18,596
Cash and cash equivalents	43,928	52,569
Trade payables	(28,707)	(34,351)
Borrowings	(211,961)	(258,859)
Net exposure	(160,111)	(222,045)

(ii)Interest rate risk

The Group’s main interest rate risk arises from long term borrowings with variable rates, which expose the Group to cash flow interest rate risk.

The Group’s fixed rate borrowings and receivables are carried at amortized cost. They are therefore not subject to interest rate risk as defined in IFRS 7, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. The Group manages interest rate risk through the use of derivative financial instruments such as interest rate caps or by issuing fixed rate debt.

The table below shows the impact on the Group’s post tax loss if the interest rates increased or decreased by 1% (2020: 1%, 2019: 1%).

	2021	2020	2019
	$'000	$'000	$'000
Effect of 1% (2020 and 2019: 1%) increase on post tax loss	6,343	5,850	3,041
Effect of 1% (2020 and 2019: 1%) decrease on post tax loss	(6,079)	(6,035)	(2,681)

(c)Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk is managed on a Group basis. The Group accounts for the write-off of a trade receivable when a specific customer is assessed to be uncollectible, based on a review of their specific trading circumstances, credit quality and continuing poor payment performance of the specific customer.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting period was:

	2021	2020
	$’000	$'000
Other receivables (note 19)	199,136	85,011
Derivative financial instrument assets (note 18)	165,100	182,691
Trade receivables (net) (note 19)	222,789	200,652
Cash and cash equivalents (note 20)	916,488	585,416
	1,503,513	1,053,770

No impairment allowance is recorded at December 31, 2021 in respect of cash and cash equivalents and other receivables (2020:nil). Derivative financial instruments are carried at fair value through profit or loss. Any fair value gains or losses are recognized in profit or loss during the period.

Credit ratings

The Group works with approved banks and financial institutions which it believes are financially sound, including by reference to their external ratings.

The credit ratings of the Group’s other receivables at December 31, 2021 and 2020 are based on publicly reported Fitch ratings:

	2021	2020
	$’000	$'000
Other receivables
AA+	—	4,650
B	145,300	4,881
B-	7,418	14,273
BB-	6,665	7,045
Not rated	39,753	54,162
	199,136	85,011

Refer to note 18 and note 20 for the credit ratings of derivative financial instrument assets and cash and cash equivalents respectively.

The finance department assesses the credit quality of a customer, taking into account its financial position, past experience and other factors. The compliance with credit limits by customers is regularly monitored by line management.

The Group utilizes data analysis and market knowledge to determine the concentration of its risks by reference to independent and internal ratings of customers. The assessment of the concentration risk is consistent with the overall risk appetite as established by the Group.

The Group’s credit concentration is based on internal ratings. The finance department classifies customers as first tier and second tier customers based on sales revenue from each customer during the period. First tier customers are the two to five customers that contributed 80% and above of total revenue and represent the major mobile network operators in our

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

markets while second tier customers are the customers that contributed 20% and below of total revenue and typically represent ISPs or mobile operators with smaller or regional network footprints.

	Internal Credit rating
2021	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	102,931	438	103,369
Not due	37,238	2,712	39,950
0-30 days	15,113	1,419	16,532
31-60 days	25,585	2,824	28,409
61-90 days	8,024	1,964	9,988
Over 90 days	28,941	46,585	75,526
Gross trade receivables	217,832	55,942	273,774
Impairment allowance	(6,682)	(44,304)	(50,986)
Net trade receivables	211,150	11,638	222,788

	Internal Credit rating
2020	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	89,138	822	89,960
Not due	18,772	181	18,953
0-30 days	3,616	204	3,820
31-60 days	26,393	883	27,276
61-90 days	2,588	2,254	4,842
Over 90 days	129,056	60,545	189,601
Gross trade receivables	269,563	64,889	334,452
Impairment allowance	(84,219)	(49,581)	(133,800)
Net trade receivables	185,344	15,308	200,652

Over the term of trade receivables, the Group accounts for its credit risk by appropriately providing for expected credit losses on a timely basis on a customer by customer basis. In calculating the expected credit loss for each customer, the Group considers historical loss rates, available information on the customer’s financial position and adjusts for forward looking macroeconomic data.

Impairment allowances, derived in accordance with the policy described in note 2.17.4, predominantly relate to provisions representing a significant proportion of the aged balances due from a small number of customers with poor payment history.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

	2021	2020	2019
	$'000	$'000	$'000
Opening balance	133,800	133,889	110,615
(Decrease)/Increase in impairment provision	(34,117)	13,081	27,944
Written-off during the year	(67,053)	(2,106)	(5,591)
Foreign exchange	(1,567)	(11,064)	921
	31,063	133,800	133,889

(d)Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a clear focus on ensuring sufficient access to capital to finance growth and to refinance maturing debt obligations. As part of the liquidity management process, the Group has various credit arrangements with some banks which can be utilized to meet its liquidity requirements. At the end of the reporting period, the Group had $2.7 billion (2020: $2.3 billion) utilized of $3.5 billion (2020: $2.6 billion) credit facilities with its financiers.

Typically, the credit terms with customers are more favorable compared to payment terms from its vendors in order to help provide sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

The table below analyzes the Group’s financial liabilities including estimated interest payments and excluding the impact of netting agreements into relevant maturity groupings based on the remaining period from the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	Within 1 year	2 - 3 years	4 - 5 years	Over 5 years	Total
	$'000	$'000	$'000	$'000	$'000
2021
Trade payables (note 21)	342,841	—	—	—	342,841
Other payables (note 21)	78,193	312	—	—	78,505
Payroll and other related statutory liabilities (note 21)	53,446	—	—	—	53,446
Lease liabilities (note 23)	54,303	106,015	99,573	440,986	700,877
Bank and bond borrowings	363,345	657,292	1,008,212	1,515,659	3,544,508
	892,128	763,619	1,107,785	1,956,645	4,720,177
2020
Trade payables (note 21)	301,813	—	—	—	301,813
Other payables (note 21)	72,286	9,565	—	—	81,851
Payroll and other related statutory liabilities (note 21)	27,476	—	—	—	27,476
Lease liabilities (note 23)	39,677	152,386	44,294	217,233	453,590
Bank and bond borrowings	292,945	601,981	949,481	1,116,712	2,961,119
	734,197	763,932	993,775	1,333,945	3,825,849

(e)Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the leverage ratio to optimize market pricing, such that Net Debt (loan principal outstanding less cash and cash equivalents) to Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA) would be within a long term target leverage of 3.0x and 4.0x (2020: 3.0x and 4.0x), subject to various factors such as the availability and cost of capital and the potential long term return on our discretionary investments. We may fall outside of the target range in the shorter term to accommodate acquisitions or other restructurings.

Segment Adjusted EBITDA as defined by the Group is profit/(loss) for the period before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, provisions for bad or

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

doubtful debts related to one Key Customer as a result of its restructuring, listing costs and certain other items that management believes are not indicative of the core performance of its business.

The Group’s net leverage ratios are shown in the table below:

	2021	2020
	$’000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,203,209
Lease liabilities (note 23)	376,101	314,747
Less: Cash and cash equivalents (note 20)	(916,488)	(585,416)
Net debt	2,068,703	1,932,540
Segment Adjusted EBITDA	926,396	819,014
Management net leverage ratio	2.2x	2.4x

Fair value hierarchy

The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group’s financial instruments that are measured at fair value at December 31, 2021 and 2020.

	Level 1	Level 2	Level 3	Total
2021	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	11	—	—	11
Embedded options within listed bonds (note 18)	—	165,100	—	165,100
Non-deliverable forwards (NDF) (note 18)	—	(3,771)	—	(3,771)
	11	161,329	—	161,340

	Level 1	Level 2	Level 3	Total
2020	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	8	—	—	8
Embedded options within listed bonds (note 18)	—	155,196	—	155,196
Non-deliverable forwards (NDF) (note 18)	—	27,495	—	27,495
Embedded derivatives within revenue contracts (note 18)	—	—	(7,285)	(7,285)
	8	182,691	(7,285)	175,414

As at the end of the reporting period, the Group has both level 1,level 2 and level 3 financial instruments.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Financial instruments in level 1

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise investment in marketable securities and classified as fair value through other comprehensive income financial assets.

Financial instruments in level 2

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Instruments included in level 2 comprise primarily of Non deliverable forwards (NDF), options embedded in the bond and share-based payments. Their fair values are determined based on mark to market values provided by the counterparty financial institutions or valuation techniques using observable market data.

Financial instruments in level 3

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques are not based on observable market data and rely on entity or market specific estimates. If all significant inputs required to fair value an instrument are not observable, the instrument is included in level 3. Instruments included in level 3 are the bifurcated embedded derivatives within revenue host contracts for the year ended December 31, 2020. There were no level 3 financial instruments for the year ended December 31, 2021 and December 31, 2019.

Reconciliation of Level 3 fair value measurements of financial instruments

	2021	2020
	$'000	$'000
Opening balance at January 1	7,285	—
Recognition of embedded derivatives within revenue contracts	—	7,575
Change in fair value	(7,231)	(169)
Foreign exchange translation impact	(54)	(121)
Closing balance at December 31	—	7,285

Fair value estimation

	2021		2020
	Carrying		Carrying
	value	Fair value	value	Fair value
Financial liabilities	$'000	$'000	$'000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,668,792	2,203,209	2,230,846
	2,609,090	2,668,792	2,203,209	2,230,846

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate.

The fair value of current assets and current liabilities are not materially different from their carrying values.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Financial instruments by category

The Group’s financial instruments are categorized as follows:

Financial assets		Fair value
		through other	Fair value
	Amortized	comprehensive	through profit
	cost	income	or loss	Total
	$'000	$'000	$'000	$'000
2021
Trade receivables (note 19)	222,789	—	—	222,789
Other receivables (note 19)	199,136	—	—	199,136
Cash and cash equivalents (note 20)	916,488	—	—	916,488
Fair value through other comprehensive income financial assets	—	11	—	11
Derivative financial instruments assets (note 18)	—	—	165,100	165,100
	1,338,413	11	165,100	1,503,524
2020
Trade receivables (note 19)	200,652	—	—	200,652
Other receivables (note 19)	85,011	—	—	85,011
Cash and cash equivalents (note 20)	585,416	—	—	585,416
Fair value through other comprehensive income financial assets	—	8	—	8
Derivative financial instruments assets (note 18)	—	—	182,691	182,691
	871,079	8	182,691	1,053,778

Fair value through other comprehensive income financial assets (IFRS 9) are marketable securities in various financial institutions in Nigeria.

Financial liabilities		Fair value
		through profit
	Amortized cost	or loss	Total
	$'000	$'000	$'000
2021
Bank and bond borrowings (note 22)	2,609,090	—	2,609,090
Trade payables (note 21)	342,841	—	342,841
Other payables (note 21)	78,505	—	78,505
Derivative financial instruments liabilities (note 18)	—	3,771	3,771
Lease liabilities (note 23)	376,101	—	376,101
	3,406,537	3,771	3,410,308
2020
Bank and bond borrowings (note 22)	2,203,209	—	2,203,209
Trade payables (note 21)	301,813	—	301,813
Other payables (note 21)	72,286	—	72,286
Derivative financial instruments liabilities (note 18)	—	7,285	7,285
Lease liabilities (note 23)	314,747	—	314,747
	2,892,055	7,285	2,899,340

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate. The fair values of trade payable and other current liabilities are not materially different from carrying values.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

5.Segment reporting

The Group’s Executive Committee, identified as the chief operating decision maker (“CODM”), reviews and evaluates the Group’s performance from a business perspective according to how the geographical locations are managed. Regional and operating company management are responsible for managing performance, underlying risks, and effectiveness of operations. Regions are broadly based on a scale and geographic basis because the Group’s risks and rates of return are affected predominantly by the fact that the Group operates in different geographical areas, namely Nigeria as the major market, Cameroon, Côte d’Ivoire, Rwanda and Zambia, as our Sub Saharan Africa business (“SSA”), Kuwait and Egypt as our Middle East and North Africa business (“MENA”) and Brazil, Colombia and Peru as our Latin America business (“Latam”).

The Executive Committee reviews the Company’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports.

The CODM has identified four operating segments:

● Nigeria

● SSA, which comprises operations in Cameroon, Côte d’Ivoire, Rwanda and Zambia

● Latam, which comprises operations in Brazil, Colombia and Peru

● MENA, which comprises operations in Kuwait and Egypt. Although full operations in Egypt have not commenced, the business has incurred some startup costs.

Latam and MENA are operating segments effective from February 2020 following the acquisition of IHS Brasil Cessão de Infraestruturas Limitada and IHS Kuwait Limited (refer to note 31).

All operating segments are engaged in the business of leasing tower space for communication equipment and capacity leasing and services on fixed broadband networks to Mobile Network Operators (MNOs) and other customers (internet service providers, security functions or private corporations) and provide managed services in limited situations, such as maintenance, operations and leasing services, for certain towers owned by third parties within their respective geographic areas. However, they are managed and grouped within the four operating segments, which are primarily distinguished by reference to the scale of operations, to the similarity of their future prospects and long-term financial performance (i.e. margins and geographic basis).

The CODM primarily uses a measure of Segment Adjusted EBITDA (as defined in note 4(e)) to assess the performance of the business. The CODM also regularly receives information about the Group’s revenue, assets and liabilities. The Group has additional corporate costs which do not meet the quantitative thresholds to be separately reported and which are aggregated in ‘Other’ in the reconciliation of financial information presented below. These include costs associated with centralized Group functions including Group executive, legal, finance, tax and treasury services.

There are no revenue transactions which occur between operating segments. Intercompany finance income, finance costs and loans are not included in the amounts below.

The segment’s assets and liabilities are comprised of all assets and liabilities attributable to the segment, based on the operations of the segment and the physical location of the assets, including goodwill and other intangible assets and are measured in the same way as in the financial statements. Other assets and liabilities that are not attributable to Nigeria, SSA, Latam and MENA segments consist principally of amounts excluded from specific segments including costs incurred for and by Group functions not attributable directly to the operations of the reportable segments, share-based payment and  any amounts due on debt held at Group level as the balances are not utilized in assessing each segment’s performance.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Summarized financial information for the year ended December 31, 2021 is as follows:

2021	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,146,732	343,945	59,706	29,347	—	1,579,730
Segment Adjusted EBITDA (note 4(e))	783,544	190,654	42,688	13,085	(103,575)	926,396
Depreciation and amortization (note 7 and 8)						(382,882)
Net gain on disposal of property, plant and equipment (note 8)						2,499
Insurance claims (note 9)						6,861
Impairment of withholding tax receivables in Nigeria						(61,810)
Business combination costs						(15,779)
Impairment of property, plant and equipment and prepaid rental (note 7)						(51,113)
Reversal of provision for decommissioning costs						2,671
Listing costs						(22,153)
Other costs (a)						(15,752)
Share‑based payment expense (note 8)						(11,780)
Finance income (note 10)						25,522
Finance costs (note 11)						(422,034)
Other non-operating income						11,213
Loss before income tax						(8,141)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	677,226	—
- In the normal course of business	318,971	56,291	103,338	20,725
Segment assets	2,038,376	1,024,347	1,385,224	173,888
Segment liabilities	745,944	494,236	342,181	100,947

(a) Other costs for the year ended December 31, 2021 included non-recurring professional costs related to financing of $15.1 million and aborted transaction costs of $0.7 million.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Summarized financial information for the year ended December 31, 2020 is as follows:

2020	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,037,836	313,416	30,185	21,712	—	1,403,149
Segment Adjusted EBITDA (note 4(e))	701,273	170,784	22,696	9,937	(85,676)	819,014
Depreciation and amortization (note 7 and 8)						(408,662)
Net gain on disposal of property, plant and equipment (note 8)						764
Insurance claims (note 9)						14,987
Impairment of withholding tax receivables in Nigeria						(31,533)
Business combination costs						(13,727)
Impairment of property, plant and equipment and prepaid rental (note 7)						(27,594)
Listing costs						(12,652)
Other costs (a)						(310)
Share‑based payment expense (note 8)						(8,342)
Finance income (note 10)						148,968
Finance costs (note 11)						(633,766)
Loss before income tax						(152,853)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	760,246	112,878
- In the normal course of business	195,692	61,147	31,703	8,465
Segment assets	2,040,911	1,043,669	682,813	142,210
Segment liabilities	747,428	532,801	266,596	92,917

F-39

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(a) Other costs for the year ended December 31, 2020 related to aborted transaction costs.

2019	Nigeria	SSA	Other	Total
	$’000	$’000	$’000	$’000
Revenues from external customers	925,704	305,352	—	1,231,056
Segment Adjusted EBITDA (note 4(e))	559,049	165,626	(56,061)	668,614
Depreciation and amortization (note 7 and 8)				(384,507)
Net loss on disposal of property, plant and equipment (note 8)				(5,819)
Insurance claims (note 9)				3,607
Impairment of withholding tax receivables in Nigeria				(44,586)
Business combination costs				(3,745)
Impairment of property, plant and equipment and prepaid rental (note 7)				(21,604)
Listing costs				(1,078)
Other costs (a)				(16,932)
Share‑based payment expense (note 8)				(351,054)
Finance income (note 10)				36,045
Finance costs (note 11)				(288,915)
Loss before income tax				(409,974)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—
- In the normal course of business	363,501	49,704
Segment assets	2,349,699	1,056,982
Segment liabilities	768,206	552,343

(a) Other costs for the year ended December 31, 2019 included redundancy costs of $3.2 million, aborted transaction costs of $0.6 million, $9.6 million of consultancy, facility set up, and other related expenses for the Group's finance transformation program and $3.4 million related to MENA start-up costs.

Geographical information:

The following countries contribute material revenue and/or have material non-current assets in country as follows:

	2021	2020	2019
	$’000	$'000	$'000
Revenue
Nigeria	1,146,732	1,037,836	925,704
Rest of world	432,998	365,313	305,352
	1,579,730	1,403,149	1,231,056
Non‑current assets*
Nigeria	1,572,774	1,654,318	1,991,553
Côte d’Ivoire	n.a as less than 10%	330,705	317,597
Cameroon	n.a as less than 10%	n.a as less than 10%	288,773
Brazil	812,100	641,253	—
Rest of world	1,415,355	626,991	276,867
	3,800,229	3,253,267	2,874,790

*      Non-current assets exclude available for sale financial assets, non-current trade and other receivables and deferred tax assets.

F-40

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Revenue from two tier one customers represent approximately 10% or more of the Group’s total revenue:

	2021		2020		2019
	$’000		$'000		$'000
Customer A	66	%	66	%	63	%
Customer B	14	%	n.a as less than 10%		13	%
Customer C	n.a as less than 10%		14	%	14	%

6.Revenue

The Group’s revenue accrues from providing telecommunication support services. The Group provides infrastructure sharing and leasing known as colocation (which includes colocation rental revenue and colocation services) and to a limited extent, managed services.

	2021	2020	2019
	$’000	$'000	$'000
Lease component	1,233,816	1,026,103	889,909
Services component	345,914	377,046	341,147
	1,579,730	1,403,149	1,231,056

The following table shows unsatisfied performance obligations which represents the services component of future minimum receipts expected from customer under non-cancellable agreements in effect at December 31, as follows:

	2021	2020	2019
	$’000	$'000	$'000
Within one year	351,071	343,209	290,645
1-2 years	309,861	331,608	263,298
2-3 years	255,791	291,891	250,167
3-4 years	211,615	258,129	218,380
4-5 years	190,018	214,223	196,753
After 5 years	858,912	879,294	894,086
	2,177,268	2,318,354	2,113,329

The Group leases space on its towers under leases over periods ranging between 5 and 20 years.

The lease component of future minimum receipts expected from tenants under non-cancellable agreements in effect at December 31, were as follows:

	2021	2020	2019
	$’000	$'000	$'000
Within one year	1,284,692	1,011,501	791,654
1-2 years	1,177,665	981,778	704,054
2-3 years	1,083,942	880,316	678,734
3-4 years	847,224	801,452	572,273
4-5 years	749,839	625,352	520,933
After 5 years	2,703,888	2,594,074	2,108,418
	7,847,250	6,894,473	5,376,066

Certain customer contracts allow for the cancellation of a proportion of sites during the contract term without payment of termination penalties. The minimum service and lease revenue in the tables above assumes that each customer will fully

F-41

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

utilize this churn available to them under the contract. Where rentals are denominated in US Dollar, which is not the functional currency of the subsidiary, they have been included in the above table at the exchange rate at the end of the reporting period.

7.Cost of sales

	2021	2020	2019
	$'000	$'000	$'000
Tower repairs and maintenance	74,523	75,931	69,304
Power generation	267,044	216,030	237,640
Short term site rental**	11,165	7,543	3,547
Short term other rent	3,419	3,085	2,289
Vehicle maintenance and repairs	2,754	2,754	2,108
Site regulatory permits	41,165	27,313	19,360
Security services	36,132	32,719	33,027
Insurance	4,156	4,695	5,958
Staff costs (note 8.3)	26,323	24,588	20,561
Travel costs	7,155	4,313	4,719
Professional fees	3,385	2,457	2,122
Depreciation (note 14)*	330,799	367,007	353,368
Amortization (note 15)	34,051	32,503	24,549
Impairment of property, plant and equipment and prepaid land rent (note 30)	51,113	27,594	21,604
Other	14,204	9,891	10,811
	907,388	838,423	810,967

Foreign exchange gains and losses on cost of sales are included in Other.

*      Presented net of related indirect tax receivable in Brazil of $0.4 million (2020: $0.8 million). Refer to note 14.

** In 2019, site rental relates to short term leases and low value assets only (note 23).

8.Administrative expenses

	2021	2020	2019
	$’000	$'000	$'000
Facilities, short term rental and upkeep	23,210	12,872	12,881
Depreciation (note 14)	13,917	6,240	2,392
Amortization (note 15)	4,115	2,912	4,198
Travel costs	8,654	6,815	13,475
Staff costs (note 8.3)	101,567	78,376	45,523
Key management compensation (note 30.2)	25,642	13,776	20,215
Share-based payment expense (note 28)	11,780	8,342	351,054
Professional fees	49,685	38,200	15,275
Business combination transaction costs	15,779	13,727	3,745
Impairment of withholding tax receivables*	61,810	31,533	44,586
Net (gain)/loss on disposal of property, plant and equipment	(2,499)	(764)	5,819
Operating taxes	1,561	2,239	505
Other	21,290	21,844	36,617
	336,511	236,112	556,285

*      Withholding tax receivables were impaired following the Group’s assessment of the recoverability of withholding tax assets based on a five year cash flow projection and an analysis of the utilization of withholding tax balances against future income tax liabilities.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Foreign exchange gains and losses on administrative expenses are included in Other.

8.1Reversal of loss allowance/(loss allowance) on trade receivables

The net credit for the year of $34.0 million (2020: expense of $13.1 million and 2019: expense of $27.9 million) arising in respect of loss allowances for trade receivables represents the net impact of the reversal of allowances made in previous years in respect of balances recovered in the year or no longer considered doubtful partially offset by new or increased provisions for balances now assessed as doubtful.

8.2Staff costs are analyzed as follows:

	2021	2020	2019
	$’000	$'000	$'000
Salaries and wages	106,754	85,690	54,632
Pension contribution – employer	4,854	3,780	2,474
Other benefits	16,282	13,494	8,978
Share-based payment expense (note 28)	11,780	8,342	351,054
	139,670	111,306	417,138

Other benefits are comprised of employee related insurances, employee training costs, staff entertainment and redundancy costs.

8.3Staff costs were classified as:

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales	26,323	24,588	20,561
Administrative expenses	113,347	86,718	396,577
	139,670	111,306	417,138

9.Other income

	2021	2020	2019
	$’000	$'000	$'000
Insurance claims	6,861	14,987	3,607
Other income	11,648	1,425	3,429
	18,509	16,412	7,036

The 2020 insurance claims includes $8.7 million (2019: $nil) relating to a one off claim in Cameroon.

Other income for the 2021 year mainly relates to the remeasurement of the liabilities for contingent consideration on the Skysites Acquisition in 2021 and the IHS Kuwait Acquisition in 2020.

10.Finance income

F-43

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020	2019
	$’000	$'000	$'000
Interest income - bank deposits	7,798	5,101	14,732
Net foreign exchange gain arising from derivative instruments - unrealized	—	29,151	53
Net foreign exchange gain arising from derivative instruments - realized	9,889	4,061	228
Fair value gain on embedded options	604	110,655	17,245
Fair value gain on embedded derivative in revenue contract	7,231	—	3,787
	25,522	148,968	36,045

11.Finance costs

	2021	2020	2019
	$’000	$'000	$'000
Interest expenses – third party loans	179,280	182,246	193,829
Unwinding of discount on decommissioning liability	4,644	2,644	1,712
Interest and finance charges paid/payable for lease liabilities	32,826	27,384	16,024
Net foreign exchange loss arising from financing - unrealized	126,131	363,953	47,291
Net foreign exchange loss arising from financing – realized	43,422	49,564	—
Net foreign exchange loss on derivative instruments – realized	—	—	1,594
Costs paid on early loan and bond settlement	18,171	—	22,153
Fees on loans and financial derivatives	13,663	7,806	6,312
Fair value loss on embedded derivative within revenue contract	—	169	—
Net foreign exchange loss on derivative instruments—unrealized	3,897	—	—
	422,034	633,766	288,915

Net foreign exchange loss arising from financing - unrealized in 2021 is primarily due to significant fluctuations in exchange rates predominantly between the Kwacha and the US Dollar, the Naira and the US Dollar rate and the Brazilian Real and the US Dollar (2020: predominantly from the Kwacha and US Dollar, the Naira and the US Dollar rate and the Brazilian Real and the US Dollar rate. 2019: predominantly from the Kwacha and US Dollar rate and the Naira and the US Dollar rate). This arises on commercial bank and related party loans denominated in US Dollars at subsidiary level as a result of loan revaluations in local functional currency at period ends. Refer to note 4(b) for further information.

12.Income Tax Expense

F-44

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020	2019
	$’000	$'000	$'000
Current taxes on income	91,692	95,107	3,304
Deferred income taxes (note 16)	(73,712)	74,722	10,214
Total taxes	17,980	169,829	13,518
Reconciliation of effective tax charge
Loss before income tax	(8,141)	(152,853)	(409,974)
Tax calculated at domestic tax rates applicable to profits in respective countries	(4,433)	(66,049)	(71,224)
Tax effects of:
Tax incentives and income not subject to taxation	(46,175)	(34,932)	(39,725)
Expenses not deductible for tax purposes	76,059	82,662	88,792
Movement in deferred tax assets not recognized	74,084	181,403	20,475
Change in tax base*	(86,184)	—	—
Prior year under provision	6,636	478	(43,280)
Other profit‑related taxes	5,239	876	5,813
Foreign tax credit	—	(3,570)	(8,406)
Effects of changes in tax rates**	(5,272)	—	—
Non-deductible share-based payment expense	1,441	1,082	52,136
Foreign exchange effects and other differences	(3,415)	7,879	8,937
Total taxes	17,980	169,829	13,518

Current income tax receivables	128	—	233
Current income tax payables	(68,834)	(48,703)	(30,373)
	(68,706)	(48,703)	(30,140)

* Effect of change in tax base of assets in Brazil following the legal merger of acquired businesses and group holding entities in 2021.

** The rate of Education Tax, a component of the income tax charge in Nigeria, increased from 2% to 2.5% with effect from the year ended December 31, 2021.

The movement in the current income tax is as follows:
At beginning of year	(48,703)	(30,140)	(26,415)
Additions through business combination (note 31)	(3,434)	(1,538)	—
Charged to profit or loss	(91,692)	(95,107)	(3,304)
Paid during the year	29,147	14,540	13,396
Withholding tax netting off	45,849	59,986	—
Exchange difference	127	3,556	(13,817)
At end of year	(68,706)	(48,703)	(30,140)

Deferred income tax assets are recognized for deductible temporary differences and tax losses carried forward only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and future taxable profits. For those jurisdictions which have operating losses that are not expected to be utilized against future taxable profits, any deferred tax assets recognized are only to the extent of deferred tax liabilities. Refer to note 16 for deferred income tax.

F-45

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

13.Loss per share

The following table sets forth basic and diluted net income per common share computational data (in thousands, except per share data):

	2021	2020	2019
Loss attributable to equity holders ($'000)	(26,121)	(322,682)	(423,492)
Less: allocation of loss to non-controlling interest ($'000)	(289)	(688)	—
Loss attributable to IHS common shareholders ($'000)	(25,832)	(321,994)	(423,492)
Basic weighted average shares outstanding (‘000)*	301,185	294,103	293,570
Potentially dilutive securities (‘000)*	20,323	23,246	22,911
Potentially dilutive weighted average common shares outstanding (‘000)*	321,508	317,349	316,481
Loss per share:
Basic loss per share ($)	(0.09)	(1.09)	(1.44)
Diluted loss per share ($)	(0.09)	(1.09)	(1.44)
* On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The loss per share is based on the new number of shares. The comparatives have also been adjusted. Refer to note 25 for further information.

Potentially dilutive securities include share-based compensation, but these securities are currently anti-dilutive and thus do not impact diluted loss per share.

14.Property, plant and equipment

F-46

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

							Total
	Towers			Furniture and		Capital	(excluding	Right-
	and tower	Fiber	Land and	office	Motor	work in	right-of-use	of-use
	equipment	assets	buildings	equipment	vehicles	progress	asset)	asset
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	2,257,701	—	48,679	13,500	18,708	138,227	2,476,815	372,000
Additions during the year	15,135	—	859	2,732	3,327	91,004	113,057	47,470
Reclassification	129,420	—	1,825	—	—	(131,245)	—	—
Transfer from advance payments	272,298	—	672	—	—	(10,873)	262,097	—
Disposals*	(106,757)	—	—	(187)	(1,689)	—	(108,633)	(6,307)
Effects of movement in exchange rates	(40,160)	—	(301)	(168)	(522)	(2,053)	(43,204)	(6,266)
At December 31, 2019	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
At January 1, 2020	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
Additions during the year	10,287	—	768	2,470	2,576	87,014	103,115	72,888
Additions through business combinations (note 31)	144,388	—	566	305	—	4,970	150,229	129,711
Reclassification	91,165	—	887	808	658	(93,518)	—	—
Transfer from advance payments	124,272	—	620	91	—	(2,997)	121,986	—
Disposals*	(23,591)	—	(1,203)	(95)	(1,310)	—	(26,199)	(15,721)
Effects of movement in exchange rates	(214,038)	—	(5,936)	(1,287)	(1,600)	(5,883)	(228,744)	(44,181)
At December 31, 2020	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
At January 1, 2021	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
Additions during the year	20,995	—	825	5,056	6,012	224,479	257,367	113,722
Additions through business combinations (note 31) ***	77,142	220,950	968	93	—	5,495	304,648	41,709
Reclassification	124,548	23,241	5,999	—	—	(153,788)	—	—
Transfer from advance payments	111,439	7,862	4,112	—	—	3,959	127,372	—
Disposals*	(21,359)	—	—	(82)	(1,825)	—	(23,266)	(18,872)
Effects of movement in exchange rates	(143,357)	(6,790)	(3,072)	(1,038)	(877)	(8,438)	(163,572)	(35,649)
At December 31, 2021	2,829,528	245,263	56,268	22,198	23,458	146,353	3,323,068	650,504
Accumulated depreciation and impairment
At January 1, 2019	918,520	—	880	10,842	14,597	—	944,839	—
Charge for the year	313,320	—	296	2,145	1,869	—	317,630	38,130
Impairment	21,565	—	—	—	—	—	21,565	—
Disposals*	(101,100)	—	—	(173)	(1,457)	—	(102,730)	(735)
Effects of movement in exchange rates	(17,821)	—	(13)	(136)	(357)	—	(18,327)	(360)
At December 31, 2019	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
At January 1, 2020	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
Charge for the year	315,131	—	331	2,547	1,959	—	319,968	54,089
Impairment	26,824	—	421	—	—	—	27,245	—
Disposals*	(21,435)	—	—	(41)	(1,294)	—	(22,770)	(5,594)
Effects of movement in exchange rates	(102,812)	—	(187)	(893)	(1,049)	—	(104,941)	(4,066)
At December 31, 2020	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
At January 1, 2021	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
Charge for the year**	272,068	5,366	296	3,806	2,902	—	284,438	60,685
Impairment/(reversal of impairment)	48,391	—	(318)	—	—	—	48,073	2,797
Disposals*	(14,660)	—	—	(73)	(1,816)	—	(16,549)	(8,634)
Effects of movement in exchange rates	(82,676)	(12)	(69)	(867)	(583)	—	(84,207)	(6,459)
At December 31, 2021	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Net book value
At December 31, 2019	1,393,153	—	50,571	3,199	5,172	85,060	1,537,155	369,862
At December 31, 2020	1,307,928	—	45,708	3,878	5,880	74,646	1,438,040	468,130
At December 31, 2021	1,254,213	239,909	54,631	5,041	8,687	146,353	1,708,834	520,651

*     The disposals value of right-of-use assets represents disposals due to terminated leases and the impact of remeasurement of lease assets as a result of changes in lease terms.

F-47

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

**    The charge for the period does not agree to the charge in the consolidated statement of income/(loss) and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million (2020: $0.8 million, 2019: $nil) in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

***  Includes subsequent asset acquisitions on business combination transactions.

Capital work-in-progress comprises mainly of tower and tower equipment still under construction and not yet available for use. The Group transfers such assets to the appropriate class once they are available for use. There were no qualifying borrowing costs capitalized during the year.

The impairment in the year ended December 31, 2021 is primarily driven by the rationalization program agreed with a Key Customer which resulted in the impairment of the related Towers. It was determined that the recoverable amounts were nil and therefore their carrying amounts were written down to the recoverable amount. The impairment losses have been recognized in cost of sales in the consolidated statement of income/(loss) and other comprehensive income/(loss). The impairment in the year ended December 31, 2020 relates to towers on certain sites made dormant following the consolidation of customer equipment between sites, such towers being no longer in use and with no installed customer equipment, and to a $5.7 million impairment in Cameroon following a fire at a warehouse site. The impairment in the year ended December 31, 2019 relates to towers on certain sites made dormant following the consolidation of customer equipment between sites and to certain sites in Cameroon that were vandalized and inaccessible and are thus not in use.

The carrying value of the “Towers and tower equipment” asset category includes assets amounting to $48.6 million (2020:  $21.8 million, 2019: $17.1 million) related to asset retirement obligations arising from legislative requirements and the terms of lease agreements included in Lease liabilities (note 23).

(i) Depreciation expense has been included in cost of sales and administrative expenses in the statement of income and other comprehensive income as below:

	2021	2020	2019
	$'000	$'000	$'000
Cost of sales (note 7)	330,799	367,007	353,368
Administrative expense (note 8)	13,917	6,240	2,392
	344,716	373,247	355,760

(ii) Analysis of additions to property, plant and equipment

	2021	2020	2019
	$'000	$'000	$'000
Additions through cash - capital work in progress	224,479	87,014	91,004
Additions through decommissioning estimates	7,212	8,315	405
Additions through right of use assets	113,722	72,888	47,470
Additions through cash – others	13,666	7,786	21,648
Additions through non-cash – others	12,010	—	—
	371,089	176,003	160,527

(iii) Analysis of right of use assets

The carrying value of right of use assets at December 31, 2021 are comprised of vehicles of $1.8 million (2020: $1.3 million, 2019: $0.3 million) and land and building assets, the majority being leased land on which our towers are situated.

15.Goodwill and other intangible assets

F-48

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

		Customer-	Network -
		related	related
		intangible	intangible
	Goodwill	assets	assets	Licenses	Software	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	530,910	503,442	43,841	14,876	15,639	1,108,708
Additions during the year	—	—	—	19	5,267	5,286
Exchange difference	(12,518)	(6,452)	(285)	(303)	(4)	(19,562)
At December 31, 2019	518,392	496,990	43,556	14,592	20,902	1,094,432
At January 1, 2020	518,392	496,990	43,556	14,592	20,902	1,094,432
Additions during the year	—	—	—	4	2,460	2,464
Additions through business combinations (note 31)	232,030	324,290	36,831	—	33	593,184
Disposals	—	—	—	(1)	(475)	(476)
Exchange difference	(93,915)	(88,846)	(6,835)	1,201	(829)	(189,224)
At December 31, 2020	656,507	732,434	73,552	15,796	22,091	1,500,380
At January 1, 2021	656,507	732,434	73,552	15,796	22,091	1,500,380
Additions during the year	—	—	—	3,145	1,909	5,054
Additions through business combinations (note 31)	248,869	78,173	2,792	—	1,035	330,869
Disposals	—	—	—	(18)	(723)	(741)
Exchange difference	(35,806)	(42,751)	(3,538)	(1,217)	(514)	(83,826)
At December 31, 2021	869,570	767,856	72,806	17,706	23,798	1,751,736
Accumulated amortization and impairment
At January 1, 2019	251	71,501	13,106	4,284	10,061	99,203
Charge for the year	—	19,468	2,950	877	5,452	28,747
Exchange difference	—	(1,084)	(101)	(94)	(12)	(1,291)
At December 31, 2019	251	89,885	15,955	5,067	15,501	126,659
At January 1, 2020	251	89,885	15,955	5,067	15,501	126,659
Charge for the year	—	26,921	4,070	871	3,553	35,415
Disposals	—	—	—	—	(475)	(475)
Exchange difference	—	(7,091)	(1,003)	518	(740)	(8,316)
At December 31, 2020	251	109,715	19,022	6,456	17,839	153,283
At January 1, 2021	251	109,715	19,022	6,456	17,839	153,283
Charge for the year	—	29,037	4,237	978	3,914	38,166
Disposals	—	—	—	(15)	(726)	(741)
Exchange difference	—	(7,184)	(1,374)	(542)	(616)	(9,716)
At December 31, 2021	251	131,568	21,885	6,877	20,411	180,992
Net book value
At December 31, 2019	518,141	407,105	27,601	9,525	5,401	967,773
At December 31, 2020	656,256	622,719	54,530	9,340	4,252	1,347,097
At December 31, 2021	869,319	636,288	50,921	10,829	3,387	1,570,744

Network related intangible assets represent future income from leasing excess tower capacity to new tenants. Customer related intangible assets represent customer contracts and relationships.

F-49

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Amortization expense has been included in cost of sales and administrative expenses in the statement of income and other comprehensive income:

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales (note 7)	34,051	32,503	24,549
Administrative expenses (note 8)	4,115	2,912	4,198
	38,166	35,415	28,747

15.1Allocation of goodwill

Management reviews the business performance based on the geographical location of business. It has identified IHS Nigeria Limited, INT Towers Limited, IHS Towers NG Limited, IHS Cameroon S.A., IHS Côte d’Ivoire S.A., IHS Rwanda Group, IHS Zambia Group, IHS Kuwait Limited, the IHS Latam tower businesses and FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) as the main CGUs/Group of CGUs relevant for the allocation of goodwill. IHS Nigeria Limited, INT Towers Limited and IHS Towers NG Limited CGUs related to the Nigeria operating segment, IHS Cameroon S.A, IHS Côte d’Ivoire S.A, IHS Zambia Group and IHS Rwanda Group CGUs related to the SSA operating segment, IHS Kuwait Limited CGU related to the MENA operating segment, and the IHS Latam tower businesses and I-Systems relate to the Latam operating segment. Goodwill is monitored by management at a CGU/group of CGU level as noted above. The following is a summary of goodwill allocation for each CGU.

			Effects of
		Additions through	movements in
	Opening	business combinations	exchange rates	Closing
	balance	(note 31)	and other movements	balance
	$'000	$'000	$'000	$'000
2021
IHS Nigeria Limited	63,374	—	(3,606)	59,768
INT Towers Limited	227,715	—	(12,940)	214,775
IHS Towers NG Limited	45,741	—	(2,603)	43,138
IHS Cameroon S.A.	48,170	—	(3,782)	44,388
IHS Côte d’Ivoire S.A.	23,888	—	(1,876)	22,012
IHS Zambia Group	39,907	—	10,802	50,709
IHS Rwanda Group	12,319	—	(452)	11,867
IHS Kuwait Limited	13,142	—	(773)	12,369
IHS Latam tower businesses	182,000	75,034	(15,583)	241,451
I-Systems	—	173,835	(4,993)	168,842
	656,256	248,869	(35,806)	869,319
2020
IHS Nigeria Limited	71,297	—	(7,923)	63,374
INT Towers Limited	256,149	—	(28,434)	227,715
IHS Towers NG Limited	51,460	—	(5,719)	45,741
IHS Cameroon S.A.	43,933	—	4,237	48,170
IHS Côte d’Ivoire S.A.	21,787	—	2,101	23,888
IHS Zambia Group	60,529	—	(20,622)	39,907
IHS Rwanda Group	12,986	—	(667)	12,319
IHS Kuwait Limited	—	13,143	(1)	13,142
IHS Latam tower businesses	—	218,887	(36,887)	182,000
	518,141	232,030	(93,915)	656,256
2019
IHS Nigeria Limited	71,328	—	(31)	71,297
INT Towers Limited	256,261	—	(112)	256,149
IHS Towers NG Limited	51,483	—	(23)	51,460
IHS Cameroon S.A.	44,910	—	(977)	43,933
IHS Côte d’Ivoire S.A.	22,272	—	(485)	21,787
IHS Zambia Group	70,780	—	(10,251)	60,529
IHS Rwanda Group	13,625	—	(639)	12,986
	530,659	—	(12,518)	518,141

F-50

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The recoverable amount of each CGU, except for the IHS Latam tower businesses group of CGUs, was determined based on value in use calculations. The recoverable amount of the IHS Latam tower businesses group of CGUs was determined based on fair value less costs of disposal.

(a)Recoverable amounts based on value in use

These calculations used pre-tax cash flow projections based on the financial budgets approved by management covering a five-year period. Within the five-year period, revenue growth rates are based on past experience and expected future developments in the Group’s CGUs. The weighted average growth rates used are consistent with the forecasts included in industry reports. Cash flows beyond the five-year period were valued using the estimated terminal growth rates stated below. The terminal growth rates did not exceed the long-term average growth rate for the infrastructure business in which each CGU operates.

The key assumptions to which the value-in-use calculations are most sensitive are:

● revenue assumptions (taking into account tenancy rates), and the direct effect these have on gross profit margins in the five year forecast period;

● discount rates;

● gross margins; and

● terminal growth rates.

F-51

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	Discount		Terminal		Tenancy				Gross margins excluding depreciation &
	rate		growth rate		Ratio*				amortization*
2021
IHS Nigeria Limited	16.1	%	2.7	%	3.32	x -	5.18	x	64.2	% -	79.7	%
INT Towers Limited	16.0	%	2.7	%	3.56	x -	4.98	x	67.4	% -	74.9	%
IHS Towers NG Limited	16.5	%	2.7	%	3.63	x -	4.44	x	52.3	% -	63.1	%
IHS Cameroon S.A.	12.1	%	3.2	%	2.37	x -	2.89	x	57.8	% -	64.6	%
IHS Côte d’Ivoire S.A.	9.8	%	3.2	%	3.45	x -	4.46	x	53.8	% -	63.5	%
IHS Zambia Group	24.1	%	2.0	%	2.40	x -	3.30	x	65.2	% -	74.6	%
IHS Rwanda Group	15.5	%	3.2	%	2.04	x -	2.97	x	67.0	% -	73.3	%
IHS Kuwait Limited	6.0	%	2.9	%	1.00	x -	1.46	x	52.4	% -	64.9	%
2020
IHS Nigeria Limited	22.6	%	2.7	%	2.59	x -	4.55	x	67.8	% -	82.1	%
INT Towers Limited	22.5	%	2.7	%	2.87	x -	5.22	x	73.7	% -	79.9	%
IHS Towers NG Limited	23.2	%	2.7	%	2.80	x -	3.02	x	64.4	% -	69.9	%
IHS Cameroon S.A.	13.8	%	3.2	%	2.61	x -	3.16	x	55.9	% -	61.0	%
IHS Côte d’Ivoire S.A.	10.0	%	3.2	%	3.44	x -	4.56	x	57.5	% -	61.6	%
IHS Zambia Group	32.2	%	3.2	%	2.21	x -	2.93	x	68.4	% -	75.8	%
IHS Rwanda Group	17.0	%	3.2	%	2.13	x -	2.60	x	65.9	% -	69.8	%
IHS Kuwait Limited	5.0	%	2.8	%	1.00	x -	1.46	x	45.3	% -	59.2	%
2019
IHS Nigeria Limited	15.8	%	3.2	%	2.35	x -	3.90	x	69.8	% -	77.1	%
INT Towers Limited	16.5	%	3.2	%	2.46	x -	3.90	x	60.8	% -	71.9	%
IHS Towers NG Limited	16.2	%	3.2	%	3.29	x -	3.80	x	60.9	% -	65.4	%
IHS Cameroon S.A.	13.2	%	3.2	%	3.33	x -	4.22	x	53.8	% -	57.9	%
IHS Côte d’Ivoire S.A.	10.3	%	3.2	%	2.39	x -	3.49	x	56.1	% -	59.9	%
IHS Zambia Group	21.8	%	3.2	%	2.05	x -	2.58	x	62.6	% -	73.0	%
IHS Rwanda Group	16.3	%	3.2	%	2.05	x -	2.37	x	68.6	% -	70.0	%

*     Tenancy ratios and gross margins (excluding depreciation & amortization) disclosed are for the forecast period 2022 – 2026. The tenancy ratios refer to the average number of tenants and lease amendments per tower that is owned or operated across a tower portfolio at a given point in time.

In 2021, the Group applied various terminal growth rates between 2.0% and 3.2%. The rates applied represent the median rate from three different sources and represent a conservative growth rate across the regions.

Management have considered and assessed reasonably possible changes for key assumptions and concluded that none would give rise to an impairment. The changes that would cause the carrying amount to exceed the recoverable amount resulting in an impairment are set out below:

Sensitivity analysis

IHS

IHS Nigeria

INT Towers

IHS Towers

Cameroon

IHS Côte

IHS Zambia

IHS Rwanda

IHS Kuwait

Limited

Limited

NG Limited

S.A.

d’Ivoire S.A.

Group

Group

Limited

% Rise in discount rate

Increase by 36.2 pp

Increase by 83.7 pp

Increase by 11.0 pp

Increase by 4.0 pp

Increase by 6.8 pp

Increase by 10.5 pp

Increase by 7.2 pp

Increase by 4.6 pp

Decrease in tenancy ratio

Decrease by an average of 2.51x over 4 years

Decrease by an average of 3.06x over 4 years

Decrease by an average of 1.44 x over 4 years

Decrease by an average of 0.52 x over 4 years

Decrease by an average of 1.76 x over 4 years

Decrease by an average of 0.65 x over 4 years

Decrease by an average of 0.72 x over 4 years

Decrease by an average of 0.43 x over 4 years

Gross margin (excluding depreciation and amortization)

Decrease by an average of 49.3 pp over 4 years

Decrease by an average of 57.0 pp over 4 years

Decrease by an average 24.0 pp over 4 years

Decrease by an average of 16.7 pp over 4 years

Decrease by an average of 37.2 pp over 4 years

Decrease by an average of 19.2 pp over 4 years

Decrease by an average of 22.7 pp over 4 years

Decrease by an average of 34.1 pp over 4 years

Decrease in terminal growth rate

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

F-52

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

(b)Recoverable amount based on fair values less costs of disposal

The recoverable amounts of the IHS Latam tower business group of CGUs and I-Systems were based on fair value less costs of disposal.

Fair value less costs of disposal is determined on the basis of information observed or derived from recent comparable transactions, including in respect of the IHS Latam tower businesses, tower cash flow multiples.

The key assumptions to which the fair value less costs of disposal calculation for the Latam tower businesses is most sensitive are:

● monthly tower cash flow for the Latam Group CGU determined on the basis of contractual revenues and gross margin percentage for existing towers at December 31, 2021;

● tower cash flow multiples determined from analysis of information available relating to recent comparable transactions; and

● estimated costs of disposal based on management’s experience of previously completed business combinations.

The fair value measurement was categorized as a Level 3 fair value based on the inputs in the valuation technique used.

Valuation technique	Significant unobservable inputs	Sensitivity of the input to fair value (movement in input value which would cause the carrying amount to exceed the recoverable amount resulting in an impairment)
Recent transactions, Tower cash flow market multiples	· Monthly tower cash flow: $2.6 million (2020: $1.6 million) · Multiple: 22.0x (2020: 22.0x) · Costs of disposal: 0.82% of enterprise value (2020: 1.2%)	· Decrease by $327,000 · Decrease by 2.63x · Increase by 11.95% of enterprise value

As can be seen from the analysis above, the valuation derived from the fair value calculation exceeds the carrying amount by a very small margin. Should market participant sentiment alter in future such that the market is viewed as less attractive, it is likely that the comparable transaction multiple would fall and that would result in an impairment.

I-Systems was purchased on November 16, 2021. The post-acquisition performance of the business (including key non-financial metrics such as homes passed and homes connected) is in line with management’s forecasts such that the purchase price paid for the business is considered to remain the best estimate of fair value at December 31, 2021.

16.Deferred income tax

	2021	2020
	$’000	$'000
Deferred income tax assets	11,064	13,443
Deferred income tax liabilities	(118,210)	(177,184)
Net deferred tax liabilities	(107,146)	(163,741)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes related to the same fiscal authority and are classified on a net

F-53

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

basis within either deferred tax assets or deferred tax liabilities. These net country amounts are aggregated according to their asset or liability position and presented as then aggregated in the statement of financial position:

	2021	2020
	$’000	$'000
Deferred income tax assets
Property, plant and equipment	1,678	2,117
Intangible assets	(6,231)	(8,486)
Provisions	13,064	13,665
Tax losses	240	3,203
Other	2,313	2,944
Total	11,064	13,443

	2021	2020
	$'000	$'000
Deferred income tax liabilities
Property, plant and equipment	(145,888)	(155,198)
Intangible assets	(110,843)	(183,401)
Provisions	36,397	52,478
Unrealized derivative income	(48,077)	(58,461)
Timing differences on loans	33,192	32,407
Unrealized foreign exchange	21,010	25,948
Tax losses	3,450	9,150
Unutilized capital allowances	89,157	97,220
Other	3,392	2,673
Total	(118,210)	(177,184)

The Group has recognized deferred tax with respect to losses of $3.7 million. Of this amount, $0.2 million will expire on December 31, 2024.

F-54

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

		Provisions/			Unrealized
	Property,	share‑based			exchange
	plant and	payments	Intangible	Loans and	differences
	equipment	obligation	assets	derivatives	/tax losses	Total
Net deferred income tax	$'000	$'000	$'000	$'000	$'000	$'000
At January 1, 2019	(106,538)	43,389	(129,777)	(2,150)	187,640	(7,436)
Tax (charge)/income	(2,692)	(12,375)	5,719	(9,547)	8,681	(10,214)
Effects of movement in exchange rates	3,170	(1,735)	2,337	—	(1,059)	2,713
At December 31, 2019	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
At January 1, 2020	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
Additions through business combinations (note 31)	(3,378)	2,182	(103,638)	—	6,165	(98,669)
Tax (charge)/income	(46,364)	35,089	11,030	(16,444)	(58,033)	(74,722)
Effects of movement in exchange rates	2,721	(407)	22,442	2,087	(2,256)	24,587
At December 31, 2020	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
At January 1, 2021	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
Additions through business combinations (note 31)	(4,220)	—	(24,266)	—	—	(28,486)
Tax (charge)/income	2,078	(11,922)	85,254	9,295	(10,989)	73,716
Effects of movement in exchange rates	11,014	(4,759)	13,806	1,874	(10,570)	11,365
At December 31, 2021	(144,209)	49,462	(117,093)	(14,885)	119,579	(107,146)

Deferred income tax assets are recognized for deductible temporary differences and tax losses carried forward only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and future taxable profits. The Group has $1.8 billion (2020: $1.6 billion, 2019: $1.3 billion) in deductible temporary differences for which no deferred tax is recognized. Of this amount, $230.9 million (2020: $383.8 million, 2019: $nil), $191.0 million (2020: $195.6 million, 2019: $nil) and $298.1 million (2020: $nil, 2019: $nil) will expire on December 31, 2024, December 31, 2025 and December 31, 2026 respectively.

At the end of the reporting period, there were no material temporary differences associated with undistributed earnings of subsidiaries, and accordingly no deferred tax liabilities have been recognized.

17.Inventories

	2021	2020
	$'000	$'000
Stock of materials	42,022	49,222

Inventories are measured at lower of cost and net realizable value. Inventory consumables are held at cost less provision for impairment. During the year, an inventory write-down expense of $0.1 million was recognized (2020: $4.7 million). The value of inventory recognized as an expense during the year is $267.5 million (2020: $216.3 million).

18.Derivative financial instruments

The derivative instruments have been classified as fair value through profit or loss. The instruments are measured at fair value with the resultant gains or losses recognized in the statement of income and other comprehensive income. The related net foreign exchange gain/(loss) is included in finance income (note 10) and finance costs (note 11).

F-55

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The underlying contractual notional amount for the derivative instruments is as follows, as of December 31, of each of the following years:

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	124,023	652,088
Embedded options within listed bonds	1,940,000	1,450,000
	2,064,023	2,102,088

The fair value balances are as follows:

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,771)	27,495
Embedded options within listed bonds	165,100	155,196
Embedded options within revenue contracts	—	(7,285)
	161,329	175,406

The change in fair value of the derivative instruments has been recorded in the statement of income and other comprehensive income as follows:

	2021	2020	2019
	$'000	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,897)	29,151	53
Embedded options within listed bonds	604	110,655	17,245
Embedded options within revenue contracts	7,231	(169)	—
	3,938	139,637	17,298

The credit ratings of the Group’s derivative financial instrument assets at December 31, 2021, 2020 and 2019 based on publicly reported Fitch ratings were:

	2021	2020
	$'000	$'000
Derivative financial instrument assets
AA+	—	7,500
B+	—	—
B	—	3,590
B-	—	10,938
BB-	—	5,467
Not rated	165,100	155,196
	165,100	182,691

Refer to note 4(a) for further information on the derivative financial instruments.

F-56

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Reconciliation of movements

	2021
	$'000
Non-deliverable forwards
Opening balance	27,495
Fair value loss (unrealized foreign exchange on open contracts)	(3,897)
Foreign exchange gain	10,342
Cash flow on settlement	(37,711)
	(3,771)

19.Trade and other receivables

	2021	2020
	$’000	$'000
Current
Trade receivables	253,852	334,452
Less: impairment provisions	(31,063)	(133,800)
Net trade receivables*	222,789	200,652
Other receivables**	199,136	85,011
Prepaid land rent	1,069	1,588
Other prepaid expenses	25,080	16,538
Advance payments	14,663	18,766
Withholding tax receivables	992	800
VAT receivables	5,401	3,832
	469,130	327,187
Non-current
Accrued income and lease incentive	21,408	15,481
Payment in advance for property, plant and equipment	48,071	20,928
	69,479	36,409

*      The fair value is equal to their carrying amount.

**    Other receivables are margins on non-deliverable forward contracts and short-term fixed deposits which are not classified as cash and cash equivalents as it exceeds the three-month maturity period.

Included in trade receivables is $103.4 million (2020: $90.0 million) relating to accrued revenue of which $22.2 million (2020: $23.2 million) relates to contract assets, with the remainder being accrued lease rental income.

Payment in advance for property, plant and equipment relates to the future supply of tower and tower equipment. All non-current receivables are due within twenty years from the end of the reporting period. All current trade and other receivables are due within 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables. Refer to note 4 (c) for further information on trade and other receivables.

Prepaid land rent is capitalized to the right of use asset insofar as it relates to leases accounted for under IFRS 16. The prepaid land rent for leases that are exempt from being accounted for under IFRS 16 under the Group’s accounting policy are accounted for as short-term prepayments.

20.Cash and cash equivalents

F-57

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020
	$’000	$'000
Cash at bank	916,488	585,416
Cash and cash equivalents	916,488	585,416

The credit ratings of the Group’s principal banking partners at December 31, 2021 and 2020 based on publicly reported Fitch ratings as shown below. The Group regularly monitors its credit risk with banking partners and did not incur any losses during 2021 and 2020 as a result of bank failures.

	2021	2020
	$’000	$'000
Cash and cash equivalents
AAA (F1+)	127,781	15,413
AA+	—	9,407
AA	—	115,810
A+	—	30,576
A (F1)	628,033	216,700
A-	—	25,559
BBB+	—	6,349
BBB	3,143	—
BBB-	162	25
BB	—	6,663
BB-	—	18,469
B+	—	2,809
B	157,277	46,757
B-	—	90,564
C	67	—
Not rated	25	315
	916,488	585,416

21.Trade and other payables

	2021	2020
	$’000	$'000
Current
Trade payables	342,841	301,813
Deferred revenue*	20,435	2,224
Withholding tax payables	4,517	5,694
Payroll and other related statutory liabilities	53,446	27,476
Other payables	78,193	72,286
	499,432	409,493
Non-current
Other payables	312	9,565
	312	9,565

*      Included in deferred revenue is $2.8 million (2020: $0.6 million) which relates to contract liabilities. The contract liabilities relating to December 31, 2020 were fully recognized in revenue during the year end December 31, 2021.

The non-current other payables for the year ended December 31, 2020 relate to the contingent consideration due in February 2022 as a result of the IHS Kuwait Limited business combination in February 2020. For the year ended December 31, 2021 this was remeasured, refer to note 9.

F-58

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

22.Borrowings

	2021	2020
	$’000	$'000
Non-current
Senior Notes	1,916,062	1,428,398
Bank borrowings	485,409	588,692
External debt	2,401,471	2,017,090
Current
Senior Notes	27,195	32,352
Bank overdraft	3,208	—
Bank borrowings	177,216	153,767
External debt	207,619	186,119
Total borrowings	2,609,090	2,203,209

Reconciliation of cash and non-cash changes

	2021	2020	2019
	$’000	$’000	$’000
Opening balance – January 1	2,203,209	2,055,878	1,897,774
Additions through business combination (note 31)	6,457	46,356	—
Interest expense (note 11)	179,280	182,246	193,829
Interest paid	(168,285)	(167,938)	(171,883)
Bank loans and bond proceeds received	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	(653,504)	(99,903)	(1,622,317)
Bank overdraft	3,208	—	—
Transaction costs	(38,597)	(5,561)	(58,044)
Foreign exchange	1,259	(40,088)	16,519
Closing balance – December 31	2,609,090	2,203,209	2,055,878

F-59

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

22.1External debt

External debt is made up of the following:

		Maturity			2021	2020
	Currency	date	Interest rate		$’000	$’000
Senior notes
IHS Holding Limited	US Dollar	2026	5.63	%	496,850	—
IHS Holding Limited	US Dollar	2028	6.25	%	497,366	—
IHS Netherlands Holdco B.V.	US Dollar	2027	8.00	%	949,041	946,352
IHS Netherlands Holdco B.V.	US Dollar	2025	7.125	%	—	514,398
Bank borrowings
INT Towers Limited	Nigeria Naira	2024	2.5	%+ 3M NIBOR	284,882	342,995
INT Towers Limited	US Dollar	2024	3.75	%+ 3M LIBOR	92,769	104,532
IHS Cameroon S.A.	CFA Franc	2020	6.5	%	—	—
IHS Cameroon S.A.	Euro	2020	3.75	%+ 3M EURIBOR	—	—
IHS Côte d’Ivoire S.A.	CFA Franc	2022	6	%	31,627	54,266
IHS Côte d’Ivoire S.A.	Euro	2022	3.75	%+ 3M EURIBOR	24,156	41,172
IHS Zambia Limited	US Dollar	2027	5-5.5	% + 3M LIBOR	93,164	96,287
IHS Rwanda Limited	Rwandan Franc	2021	16	%	—	650
IHS Rwanda Limited	US Dollar	2022	6.5	% + 3M LIBOR	—	13,804
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2021	3.85	%+CDI	—	38,613
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2029	3.65	%+CDI	69,768	—
IHS Kuwait Limited	Kuwaiti Dinar	2029	2	% + 3M KIBOR	66,257	50,140
Bank Overdraft
Global Independent Connect Limited	Yen	2022	10.3	%	3,208	—

i.Senior Notes

IHS Holding Limited

At December 31, 2021, the Company is the “issuer” of the $500 million 5.625% Senior Notes due 2026 (the “2026 Notes”) and $500 million 6.250% Senior Notes due 2028 (the “2028 Notes”) (together the “Notes”) which are listed on Official List of the Exchange. These notes were originally issued on November 29, 2021 and are guaranteed by certain other members of the group.

The 2026 Notes and 2028 Notes have a tenor of five years and seven years respectively, from November 29, 2021, interest is payable semi-annually in arrears on May 29 and November 29 of each year, beginning on May 18, 2022 and the principal is repayable in full on maturity.

The 2026 Notes and 2028 Notes have early redemption features whereby IHS Holding Limited has the right to redeem the relevant notes before the maturity date, and the holders hold a right to request the early settlement of the Notes, in certain circumstances. The value of these options are disclosed in note 18.

The proceeds raised from the issue of these new notes was used in part to redeem the 2025 Notes, see below, in an early settlement that took place on the November 30, 2021. This settlement was subjected to the customary conditions and terms as set out in their bond prospectus.

IHS Netherlands Holdco B.V.

At December 31, 2021, the Company is the “issuer” of the $940 million 8.0% Senior Notes due 2027 (the “2027 Notes”) which are listed on The International Stock Exchange (TISE).

IHS Netherlands Holdco B.V. initially issued $500 million in aggregate principal amount of the 2025 Notes and $800 million in aggregate principal amount of the 2027 Notes pursuant to a Senior Notes Indenture dated September 18, 2019 between, inter alios,  the Issuer (IHS Netherlands Holdco B.V.), the Guarantors (each of IHS Netherlands NG1 B.V., IHS Nigeria

F-60

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Limited, IHS Netherlands NG2 B.V., IHS Towers NG Limited, INT Towers Limited and Nigeria Tower Interco B.V.) and the Trustee (Citibank N.A., London branch).

On July 31, 2020 the Company issued an additional $150 million in aggregate principal amount across its 2025 Notes and 2027 Notes, split as $10 million in aggregate principal amount of its 2025 Notes and $140 million in aggregate principal amount of its 2027 Notes.

The 2025 notes were redeemed on the November 29, 2021. This redemption was funded by the issuance of the 2026 & 2028 Notes. The redemption included amounts related to principal of $510 million, accrued interest of $7.3 million and an early redemption premium of $18.2 million.

Tower Infrastructure Company Limited, which is an immaterial subsidiary, was not a Guarantor under the 2025 Notes or 2027 Notes. The 2027 Notes are the senior obligations of the Issuer and rank equal in right of payment with all of the issuer’s existing and future indebtedness that is not subordinated in right of payment to the Notes.

The 2027 Notes have a tenor of eight years from September 18, 2019, with interest payable semi-annually in arrears on March 18 and September 18 of each year, beginning on March 18, 2020 and principal repayable in full on maturity.

Negative covenants of the 2027 Notes, among other things, restrict the ability of IHS Holding Limited and its subsidiaries 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.

In addition, IHS Netherlands Holdco B.V. must provide to the Trustee, and to holders of the 2027 Notes, certain annual and quarterly reports.

The 2027 Notes have early redemption features whereby IHS Netherlands Holdco B.V. has the right to redeem the relevant notes before the maturity date, and the holders hold a right to request the early settlement of the Notes, in certain circumstances. The value of these options are disclosed in note 18.

F-61

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

ii.Bank borrowings

Bank borrowings is made up of the following:

Senior Credit Facilities

On September 29, 2021 IHS Netherlands Holdco B.V, IHS Nigeria Limited, IHS Towers NG Limited and IHS Holding Limited entered into an amendment and restatement agreement with Ecobank Nigeria Limited as agent, or the Senior Credit Facilities Amendment and Restatement Agreement, which amended and restated the facilities agreement dated September 3, 2019, or the Original Senior Credit Facilities, and, as amended and restated under the Senior Credit Facilities Amendment and Restatement Agreement, the Restated Senior Credit Facilities, between, among others, IHS Netherlands Holdco B.V. as intermediate holding company and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders. The Restated Senior Credit Facilities was amended and restated to align with the amendments to the indenture governing the Notes issued by IHS Netherlands Holdco B.V., as set forth in a consent solicitation statement dated June 14, 2021, and to add IHS Holding Limited as a guarantor. The Restated Senior Credit Facilities also include customary negative and financial covenants that limit certain activities of IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers. This facility was fully drawn down in 2019.

The interest rate per annum applicable to loans made under the Restated Senior Credit Facilities is equal to:

(a) in relation to the US dollar facility, prior to a rate switch date, LIBOR (subject to a zero floor) plus a margin of 4.25% per annum (subject to a margin ratchet where the level of margin may be increased (up to a maximum of 4.50)% or decreased (limited to a floor of 3.50)% subject to certain tests, including the relevant leverage ratio of the IHS Holding Limited group) and, after a rate switch date for US dollars, is equal to a compounded reference rate based on SOFR (calculated on a five day RFR banking day lookback) and a credit adjustment spread plus the margin; and

(b) in relation to the Naira facility, NIBOR (subject to a zero floor) plus a margin of 2.50% per annum.

IHS Netherlands Holdco B.V. also pays certain other fees and costs, including fees for undrawn commitments, management fees, participation fees and fees to the agent.

The US Dollar facility had an original principal amount of $110.0 million, and the Naira facility had an original principal amount of ₦141.3 billion (approximately $325 million).

Each facility under the Restated Senior Credit Facilities will terminate on the date falling 60 months after the date of the first utilization of that facility. The Restated Senior Credit Facilities are repayable in instalments. 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 under the Restated Senior Credit Facilities by giving five business days’ prior notice (or such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Restated Senior Credit Facilities requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

IHS Côte d’Ivoire S.A.

IHS Côte d’Ivoire S.A. had a FCFA 18.3 billion (2020: FCFA 44.6 billion) and €52 million (2020: €52 million) loan facility as at December 31, 2021. The facility will expire in August 2022 and was fully drawn down in 2017.

F-62

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

IHS Zambia Limited

On March 4, 2021 IHS Zambia Limited made a one-off payment of $0.6 million and extended the term of the remaining fully drawn down loan facility of $95.0 million. The lenders were replaced with the development finance institution (“IFC”) and commercial bank (“SCB”). The maturity was extended to December 2027 for both lenders and the principal payments were also deferred by 24 months.

IHS Rwanda Limited

On March 30, 2021 and July 20, 2021 IHS Rwanda Limited fully repaid the Rwandan Franc (RWF) and U.S. Dollar loan facilities respectively. No new loan facilities were obtained and no amounts remain outstanding under any third party loan facilities in Rwanda.

IHS Brasil Participações Ltda

On May 21, 2021 and June 28, 2021 IHS Brasil Participações Ltda. obtained loan facilities for R$300 million (approximately $53.8 million) with Itaú bank and R$100 million (approximately $17.9 million) from Banco do Brasil respectively. The loan facilities have an annual interest rate of CDI + 3.65% and are repayable in May 2029. Interest payments are due monthly and principal payments have a grace period of 1 year from inception of the loan facilities. IHS Brasil – Cessão de Infraestruturas S.A. is a guarantor to the loan facilities. In December 2021, this loan was assigned to IHS Brasil – Cessão de Infraestruturas S.A. following an internal corporate reorganization pursuant to which IHS Brasil Participações Ltda. and Skysites Holding S.A. were merged into IHS Brasil – Cessão de Infraestruturas S.A. (which remained the surviving entity).

IHS Brasil – Cessão de Infraestruturas S.A.

IHS Brasil - Cessão De Infraestruturas S.A. had fully drawn down R$30 million (approximately $5.4 million) and R$170 million (approximately $30.5 million) of the loan facilities with Banco Safra and Itau BBA respectively, at December 31, 2020. Both loan facilities were fully repaid in May 2021. No new loan facilities were obtained directly by this entity.

IHS Kuwait Limited

On April 19, 2020 IHS Kuwait Limited obtained a loan facility for KWD 26 million which matures in April 2029 and has an annual interest rate of 2.00% + 3M KIBOR. On December 31, 2021 IHS Kuwait had drawn down KWD21 million ($69 million) of the total facility and as at December 31, 2020 KWD15.8 million ($ 52.1 million).

Except for facilities in IHS Nigeria Limited, INT Towers Limited, IHS Towers Nigeria Limited and IHS Brasil Cessão de Infraestruturas Limitada the Group has pledged all assets as collateral for the bank borrowings in each relevant jurisdiction.

The Group is in compliance with the restrictive debt covenants related to the listed bonds and covenants related to external borrowings as at the year end.

iii.Bank Overdraft

Global Independent Connect Limited

Global Independent Connect Limited utilised an overdraft facility of ¥21.6 million ($3.2 million) from Ecobank to support the Letters of credit used for equipment importation from overseas vendors. This facility is for a period of 90 days from the date payment is made to the vendor. The repayment represents utilisation of cash cover of ¥ 0.6 million ($0.1 million) against the total LC amount presented of ¥ 22.2 million ($3.3 million).

F-63

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

23.Lease liabilities

See accounting policy in note 2.7 Leases

	2021	2020
	$’000	$’000
Current	50,560	28,246
Non-current	325,541	286,501
Total lease liabilities	376,101	314,747

Lease liabilities represent the net present value of future payments due under long term land leases for leasehold land on which our towers are located and for other leasehold assets such as warehouses and offices. During the period, payments to the value of $96.2 million (2020: $58.4 million) were made in respect of recognized lease liabilities. These lease liabilities are unwound using incremental borrowing rates which represent the credit risk of the lessee entity and the length of the lease agreement.

Reconciliation of cash and non-cash changes

	2021	2020	2019
	$’000	$’000	$’000
At January 1	314,747	184,494	204,065
Additions through business combinations (note 31)	44,557	131,651	—
Additions through new leases or remeasurements	131,438	65,070	47,469
Interest and finance charges for lease liabilities (note 11)	32,826	27,384	16,024
Payments for the principal of lease liabilities	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	(32,923)	(19,239)	(11,634)
Remeasurements or terminations*	(30,978)	(15,380)	(8,018)
Effects of movement in exchange rates	(20,242)	(20,080)	(5,082)
Closing balance – December 31	376,101	314,747	184,494

*     This value represents disposals due to terminated leases and the impact of remeasurement of lease liabilities as a result of changes in lease terms.

Amount recognized in the statement of income

	2021	2020	2019
	$'000	$'000	$'000
Interest on lease liabilities (note 11)	32,826	27,384	16,024
Expenses relating to short term leases and low value assets (note 7)	11,165	7,543	3,547
Depreciation for right of use assets (note 14)	60,685	54,089	38,130
Total for the year ended	104,676	89,016	57,701

F-64

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

As at December 31 the contractual maturities of the lease liabilities were as follows:

		Total
	Carrying	contractual	Within	2 - 3	4 – 5	Over 5
	value	cash flows	1 year	years	years	years
	$'000	$'000	$'000	$'000	$'000	$'000
2021
Lease liabilities	376,101	700,877	54,303	106,015	99,573	440,986
2020
Lease liabilities	314,747	453,590	39,677	152,386	44,294	217,233

Lease obligation contractual cash flows are disclosed with the same renewal expectation assumption assessed for lease accounting under IFRS 16. The average remaining lease term remaining at December 31, 2021 is 13.8 years.

24.Provisions for other liabilities and charges

Decommissioning and site restoration provision

	2021	2020	2019
	$'000	$'000	$'000
At January 1	53,266	33,568	33,010
Additions through business combinations (refer to note 31)	8,347	15,437	—
Increase in provisions	7,212	8,315	405
Payments for tower and tower equipment decommissioning	(231)	(65)	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Unwinding of discount	4,644	2,644	1,712
Effects of movement in exchange rates	1,374	(6,633)	(1,559)
At December 31	71,941	53,266	33,568
Analysis of total decommissioning and site restoration provisions:
Non-current	71,598	49,469	29,801
Current	343	3,797	3,767
	71,941	53,266	33,568

This provision relates to the probable obligation that the Group may incur to dismantle and remove assets from tower sites. The amount recognized initially is the present value of the estimated amount that will be required to decommission and restore the leased sites to their original states, discounted using the current borrowing rates of individual operations within the Group. The amount provided for each site has been discounted based on the respective lease terms attached to each site.

The provisions have been created based on management’s decommissioning experience of the specific situations. Assumptions have been made based on the current economic environment, current construction requirements, technology, price levels and expected plans for remediation. Management believes that these assumptions are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. Actual decommissioning or restoration costs will however, ultimately depend upon future market prices for the necessary decommissioning works required that will reflect market conditions at the relevant time. Furthermore, the timing of decommissioning is likely to depend on when the lease term is terminated without renewal. This, in turn, will depend upon technological changes in the local and international telecommunication industries which are inherently uncertain.

F-65

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The discount rates applied have been in line with the weighted average borrowing rate for the respective operating entities in the periods the assets were constructed/acquired. Below is the discount rate applied by each operating entity:

		IHS	IHS Côte	IHS	IHS
	Nigerian	Cameroon	d’Ivoire	Zambia	Rwanda	Brazilian	IHS Kuwait
Discount	entities	S.A.	S.A.	Limited	Limited	entities	Limited
rates	%	%	%	%	%	%	%
2021	11.2	5.5	8.0	5.1	16.0	6.8	3.4
2020	11.2	5.5	8.0	5.5	16.0	6.8	4.8

Based on the simulation performed, the impact on accumulated losses of a 1% (2020: 1%) shift in discount rate is given below:

	Increase/ (decrease)
	on accumulated losses
	2021	2020
	$’000	$’000
Effect of 1% increase in discount rate	(1,571)	(767)
Effect of 1% decrease in discount rate	1,093	815

25.Stated capital

	Class A shares pre-IPO / Ordinary Shares post-IPO				Class B shares pre-IPO
			Stated				Stated
			capital net				capital net
	Number of	Stated	of issue		Number of	Stated	of issue
	shares	capital	costs		shares	capital	costs
	000’s	$'000	$'000		000’s	$'000	$'000
At January 1, 2019	130,147,167	4,220,967	4,219,488		16,558,927	299,405	299,014
Issued on exercise of warrants*	345,400	12,368	12,368		—	—	—
December 31, 2019	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
At January 1, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
December 31, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
Reclassification of Class A and Class B shares to ordinary shares	16,558,927	299,405	299,014		(16,558,927)	(299,405)	(299,014)
Impact of reverse share split	(146,757,391)	—	—		—	—	—
Shares issued on IPO	18,000	378,000	378,000		—	—	—
Share issue costs	—	—	(28,154)		—	—	—
Shares issued on exercise of options	15,717	342,768	342,768		—	—	—
At December 31, 2021**	327,820	5,253,508	5,223,484	*	—	—	—

* In September and November 2019, exercise notices for 345,400,314 out of the available 658,642,396 warrants were exercised for gross cash settlement. The remaining warrants, having then passed their term, lapsed. All warrant obligations were consequently derecognized.

** As at December 31, 2021 stated capital was made up of share capital of $98,346,125 and share premium of $5,125,138,448.

For the year ended December 31, 2020 and 2019 the Company had Class C shares in addition to Class A and B shares. Class C shares would only be issued pursuant to an approved employee stock plan.

F-66

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Summarised below are the terms of the shares for the year end December 31, 2020 and 2019:

● Class A and B shares are at no par value.

● Class A and B shares rank pari passu in all respects except that Class B shares shall accrue no voting rights.

● Class C shares shall accrue no rights to vote.

There was no limit over the number of equity shares that could be authorized for the year ended December 31, 2020 and 2019. All Class A and B shares issued were fully paid up as at December 31, 2020 and 2019.

On October 14, 2021 the Company announced the pricing of its initial public offering (“IPO”) of 18,000,000 ordinary shares at a public offering price of $21 per share on the New York Stock Exchange (NYSE). All of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares and the outstanding options granted pursuant to the Company’s existing Long Term Incentive Plan was converted into ordinary shares (other than 7,940,413 ordinary shares issuable upon the exercise of share options outstanding as of September 30, 2021 pursuant to the Long-Term Incentive Plan).

Summarized below are the terms of the shares for the year end December 31, 2021:

● There is only one class of ordinary shares.

● Ordinary shares have a par value of $0.30 each.

● The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Act and our Articles. Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of the Company lawfully available for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis.

● Voting at any shareholders’ meeting is by way of poll. On a poll every shareholder present in person or by proxy shall have one vote for each ordinary share on all matters upon which the ordinary shares are entitled to vote except that, for so long as the number of ordinary shares held by Mobile Telephone Networks (Netherlands) B.V. or an affiliate of it or MTN Group is greater than twenty percent (20%) of the total number of ordinary shares in issue, each ordinary share held by MTN Group shall entitle MTN Group to the number of votes per ordinary share calculated by dividing 20% of the total number of ordinary shares in issue by the number of Shares held by MTN Group.

● Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors, subject to the applicable restrictions of our Articles, such as the suspension of transfers for a period immediately preceding a general meeting, or the determination that a proposed transfer is not eligible, as well as restrictions in our Shareholders’ Agreement and our Registration Rights Agreement.

● On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.

The authorized share capital of the Company is 1,700,000,000 shares with par value of $0.30 each. All ordinary shares issued were fully paid up and non-assessable as at December 31, 2021.

26.Other reserves

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	Fair
	value
	through
	other
	compre-				Foreign
	hensive	Restruct-	Share- based	Loss on	exchange
	income	uring	payment	transactions	translation
	reserve	reserve	reserve	between owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2019	(7)	4,019	—	(840,359)	(260,176)	(1,096,523)
Other comprehensive income	1	—	—	—	5,036	5,037
Recognition of share-based payment expense	—	—	504,331	—	—	504,331
At December 31, 2019	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
At January 1, 2020	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
Other comprehensive income	—	—	—	—	94,434	94,434
Recognition of share-based payment expense	—	—	7,216	—	—	7,216
At December 31, 2020	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
At January 1, 2021	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
Other comprehensive income	3	—	—	—	40,079	40,082
Recognition of share-based payment expense	—	—	13,003	—	—	13,003
SBP reserve converted to share capital	—	—	(342,768)	—	—	(342,768)
Other reclassifications related to share based payment	—	—	(5,084)	—	—	(5,084)
At December 31, 2021	(3)	4,019	176,698	(840,359)	(120,627)	(780,272)

Fair value through other comprehensive income reserve

This reserve holds accumulated gains and losses on fair value movements of fair value through other comprehensive income financial assets. This is a non-distributable reserve.

Restructuring reserve

This reserve is the excess of consideration over net assets acquired in business combinations under common control arising from Group restructuring. This is a non-distributable reserve.

Share-based payment reserve

This reserve represents the cumulative amounts charged in respect of unsettled options issued to employees of the Group. This is a non-distributable reserve.

Loss on transactions between owners

This reserve is the accumulated loss arising from transactions between parent and non-controlling interest shareholders.

Foreign exchange translation reserve

This reserve is the accumulated exchange gains and losses arising from the translation of foreign operations from those operations’ functional currencies to the Group’s reporting currency. It is a non-distributable reserve.

27.Non-controlling interest

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020	2019
	$’000	$’000	$’000
Balance at January 1	14,216	—	—
Non-controlling interest arising on business combinations ( refer to note 31) *	132,407	14,927	—
Loss for the period	(289)	(688)	—
Other comprehensive loss	(3,381)	(23)	—
Balance at December 31	142,953	14,216	—

* Includes non-controlling interest arising on subsequent asset acquisitions on business combination transactions.

In November 2021, the Group completed a deal with TIM S.A. to acquire a controlling interest in FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) incorporated and with it’s principal place of business in Brazil. The Group owns a 51% (same proportion voting rights) stake in I-Systems and TIM the remaining 49%. Refer to note 31 for further information on the business combination.

Set out below is summarized financial information for the I-Systems subsidiary, being the only subsidiary that has non-controlling interest that is material to the group. The amounts disclosed are before inter-company eliminations.

Summarized balance sheet and cash flows	FiberCo Soluções de Infraestrutura S.A.
	2021 ($’000)	2020 ($’000)
Current assets	101,033	—
Current liabilities	19,357	—
Current net assets	81,676	—
Non-current assets	237,030	—
Non-current liabilities	480	—
Non-current net assets	236,550	—
Net assets	318,226	—
Cash flows generated from operating activities	6,056	—
Cash flows used in investing activities	(18,771)	—
Cash flows generated from financing activities	41,965	—
Net increase in cash and cash equivalents	29,250	—
Loss allocated to non-controlling interest during the period	(1,637)	—
Accumulated non-controlling interest at the end of the year	125,198	—

In February 2020, the Group, via IHS GCC KW Holding Limited (“IHS GCC KW”) a subsidiary of the Group, entered into an agreement to purchase 1,620 towers from Mobile Telecommunications Company K.S.C.P. (“Zain”). As part of the agreement, Zain subscribed for shares in IHS GCC KW representing 30 per cent of the share capital of IHS GCC KW  by issuing a loan note to IHS GCC KW. Refer to note 31 for further information on the business combination.

28.Share-based payment obligations

The terms of the IHS share-based payment plans for employees were amended on July 10, 2019.

Prior to July 10, 2019, IHS maintained four share-based payment plans for employees. The long-term incentive plan 1 (the “LTIP1”), long-term incentive plan 2 (the “LTIP2”), long-term incentive plan 2B (“LTIP 2B”) and long-term incentive plan 3 (“LTIP3”) are granted in three tranches, each with a different exercise price, and provided for the grant of stock options exercisable for Class A or B ordinary shares. The exercise price represented the higher of two fixed per share amounts, one of which increased by a fixed percentage per number of years that had passed since the grant date. The options either vested in 25% portions, starting on the grant date (i.e. immediately) and every grant anniversary date thereafter until fully vested (i.e. every year until the end of the third year) or in 33% portions, starting on the first grant anniversary date and

F-69

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

every grant anniversary date thereafter until fully vested (i.e. every year until the end of the third year). Once vested, the options were not exercisable until the occurrence of a liquidity event (i.e. sale or listing). However, terminated employees with vested options could be cash-settled as applicable. The options were valid for seven or twelve years, after which they expired.  Upon the occurrence of a liquidity event, all unvested options immediately vested and became exercisable.

Prior to July 10, 2019, the Company’s LTIP1, LTIP2, LTIP2B and LTIP3 plans could be cash or equity settled, as applicable. However, the Company had a constructive obligation to settle in cash and thus the options were accounted for as cash-settled instruments pursuant to IFRS 2, and accordingly, a liability equal to the portion of the services received was   recognized at its current fair value determined at each statement of financial position date.

On July 10, 2019, the terms of the share option plans were amended such that the exercise prices of the share option were removed and the number of shares options an option holder will receive was reduced on a pro-rata basis (taking into account their relative values). The amended terms are:

● No exercise price.

● On a liquidity event (sale or IPO), the options will be converted and replaced with a fixed pool of shares.

● In the event of a Sale option holders will receive the entirety of their options in shares.

● In the event of an IPO:

● Option holders will be awarded two thirds (66.7%) of their options as shares.

● Option holders will further be entitled to receive up to an additional 33.3% of their shares subject to achieving the performance conditions below:

- 50% issued annually if the Group achieves 5% Adjusted EBITDA growth and Adjusted funds from operations (“AFFO”) growth compared to the prior 12 month period where AFFO is defined as the profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of property, plant and equipment and prepaid land rent, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, exceptional items income, exceptional items expense and other non-operating income and expenses, amortization of prepaid site rent, adjusted to take into account interest paid, interest income received, revenue withholding tax, income taxes paid, lease payments made, amortization of prepaid site rent, maintenance capital expenditures and corporate capital expenditures

- 50% issued annually on a sliding scale basis for Adjusted EBITDA growth and AFFO growth between 5 and 10% compared to the prior 12 month period.

The amendment also resulted in a change in classification from cash-settled to equity-settled. Accordingly, the liability that existed before July 10, 2019 was derecognized and the revised value of the vested share options recognized in equity. The value of the unvested portion will be recognized in the profit and loss over the vesting term with the corresponding credit being recognized in equity.

No share options expired during the year.

On October 14, 2021 the Company announced the pricing of its initial public offering on the New York Stock Exchange (NYSE). In accordance with the terms above option holders were awarded two thirds (66.7%) of their options as shares. 50% of the remaining third (33.3%) will be awarded in the year ended December 2022 as the performance conditions stated above have been met. The other 50% of the remaining third will be awarded in December 2023 if the performance conditions stated above are met.

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IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The total charge to the profit or loss in the year is analyzed as follows:

	2021	2020	2019
	$’000	$’000	$’000
Credit under cash settled classification to the date of amendment	—	—	(25,922)
Immediate charge on amendment for options vested at date of amendment	—	—	363,302
Expense under equity settled classification from date of amendment	11,780	8,342	13,674
	11,780	8,342	351,054

(i) Movements in the number of share options outstanding

	2021
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,749	15,350	4,595	56
Issued	94	10	55	—
Forfeited	(43)	—	(39)	—
Exercised during the period *	(2,533)	(10,240)	(3,074)	(37)
At December 31	1,267	5,120	1,537	19
*Relates to the number of options converted to shares as a result of the IPO.

	2020
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,659	15,360	4,612	51
Issued	149	—	—	5
Forfeited	(59)	(10)	(17)	—
At December 31	3,749	15,350	4,595	56

On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The movements in the number of share options outstanding is based on the new number of shares. Refer to note 25 for further information.

(ii)The valuation assumptions used to carry out the valuation of the scheme

The share option plans have been valued using a Black Scholes model, an approach that is commonly used for similar IFRS 2 valuations.

Valuation assumptions

At the modification date of July 10, 2019, since the exercise price term was amended to $Nil and dividends were not expected to be paid in the near future, the options were deep in the money and the Black Scholes model returns the value of the share price for the value of the option. The share price assumption used was $22.04. A forfeiture rate of 10% and 5% was assumed for the LTIP1 and LTIP2 plans respectively and 0% for LTIP2B and LTIP3. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

F-71

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

On March 9, 2020, 120,228 options were issued. They were valued at $2.2 million at issue using a share price assumption of $21.20. Forfeiture rates of 0%, 5% and 10% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

On July 14, 2020, 33,405 options were issued. They were valued at $0.7 million at issue using a share price assumption of $22.14. Forfeiture rates of 0%, 5% and 10% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

On July 1, 2021 159,369 options were issued. They were valued at $3.7 million at issue using a share price assumption of $23.19. Forfeiture rates of 0% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

The above information has been adjusted for the reverse share split that took place in October 2021.

(iv)Weighted-average remaining contractual life

Share options were originally granted at dates between June 2014 and September 2018 with a contractual life of 12 years.

The weighted-average remaining contractual life shown in the tables below is simply the period of time from the year end date to the expiry date of each of the options.

At December 31, following the amendment to terms on July 10, 2019, all share options had a nil exercise price.

	2021		2020
	Weighted	Number of	Weighted	Number of
	average	options in force	average	options in force
Year of	remaining	at year end	remaining	at year end
grant	contractual life*		contractual life
2014	0.83	1,039,526	0.49	3,138,844
2015	0.83	5,077,624	6.18	15,232,873
2017	0.83	1,685,317	8.12	5,116,869
2018	0.83	35,737	9.2	107,212
2020	0.83	51,211	6.41	153,633
2021	0.83	53,123	—
		7,942,538		23,749,430

* The current year contractual remaining life has been determined using vesting dates as all options are expected to be exercised on vesting date.

On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The movements in the number of options in force at year end is based on the new number of shares. Refer to note 25 for further information.

29.Cash from operations

F-72

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020	2019
	$’000	$'000	$'000
Reconciliation:
Loss before income tax	(8,141)	(152,853)	(409,974)
Adjustments:
Depreciation of property, plant and equipment (note 7 and 8)	344,716	373,247	355,760
Amortization of intangible assets (note 15)	38,166	35,415	28,747
Impairment of property, plant and equipment and prepaid land rent (note 7)	51,113	27,594	21,604
(Reversal of loss allowance)/loss allowance on trade receivables (note 8.1)	(34,031)	13,081	27,944
Impairment of withholding tax receivables (note 8)	61,810	31,533	44,586
Amortization of prepaid site rent	8,321	4,459	3,355
Net (gain)/loss on disposal of plant, property and equipment (note 8)	(2,499)	(764)	5,819
Insurance claim income (note 9)	(6,861)	(14,987)	(3,607)
Interest expense (note 11)	422,034	633,766	288,915
Interest income (note 10)	(25,522)	(148,968)	(32,258)
Fair value gain on warrants revaluation (note 10)	—	—	(3,787)
Share‑based payment expense (note 28)	11,780	8,342	351,054
(Reversal of impairment)/impairment of inventory	(315)	4,599	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Operating profit before working capital changes	857,900	814,464	678,158
Changes in working capital
Decrease/(increase) in inventory	6,689	(8,482)	(27,069)
Increase in trade and other receivables	(164,382)	(130,265)	(21,093)
Increase/(decrease) in trade and other payables	87,866	(19,018)	30,029
Net movement in working capital	(69,827)	(157,765)	(18,133)
Cash from operations	788,073	656,699	660,025

F-73

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

30Related parties

30.1Subsidiaries

IHS Holding Limited (‘the Parent’) is the ultimate parent of the following related parties at the year-end:

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
IHS Holding Limited (ultimate parent)	Holding company	Cayman Islands	—		—
IHS Mauritius Cameroon Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Côte d’Ivoire Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Netherlands Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Zambia Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Rwanda Limited	Holding company	Mauritius	100	%	100	%
IHS Africa (UK) Limited	Provision of management services	United Kingdom	100	%	100	%
IHS Netherlands Cöoperatief U.A.	Holding company	Netherlands	100	%	100	%
IHS Netherlands Holdco B.V.	Provision of finance	Netherlands	100	%	100	%
IHS Netherlands NG1 B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands NG2 B.V.	Holding company	Netherlands	100	%	100	%
IHS Nigeria Limited	Operating*	Nigeria	100	%	100	%
INT Towers Limited	Operating*	Nigeria	100	%	100	%
IHS Towers NG Limited	Operating*	Nigeria	100	%	100	%
Tower infrastructure Company Limited	Operating*	Nigeria	**		100	%
IHS Côte d’Ivoire S.A.	Operating*	Côte d’Ivoire	100	%	100	%
IHS Cameroon S.A.	Operating*	Cameroon	100	%	100	%
IHS Zambia Limited	Operating*	Zambia	100	%	100	%
IHS Rwanda Limited	Operating*	Rwanda	100	%	100	%
Rwanda Towers Limited	Operating*	Rwanda	100	%	100	%
IHS Kuwait Limited	Operating*	Kuwait	100	%	100	%
IHS Brasil Cessão de Infraestruturas S.A.	Operating*	Brazil	100	%	100	%
IHS Towers Colombia S.A.S	Operating*	Colombia	100	%	100	%
IHS Peru S.A.C.	Operating*	Peru	100	%	100	%
San Gimignano Imoveis e Adminsitracao Limitada	Provision of land management*	Brazil	100	%	100	%
Nigeria Tower Interco B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands GCC B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands KW B.V.	Holding company	Netherlands	**		100	%
IHS Netherlands KSA B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC Limited	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands Connect B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC KW Holding Limited	Provision of management services	United Arab Emirates	70	%	100	%
IHS FinCo Management Limited	Provision of finance	United Arab Emirates	100	%	100	%
Global Independent Connect Limited	Operating*	Nigeria	100	%	100	%
IHS KSA Limited	Operating*	Kingdom of Saudi Arabia	100	%	100	%
IHS SSC FZE	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands RSA B.V	Holding company	Netherlands	100	%	100	%
IHS Netherlands BR B.V	Holding company	Netherlands	100	%	100	%
IHS South Africa Holding Proprietary Limited	Holding company	South Africa	100	%	**	%
IHS Towers South Africa Proprietary Limited	Operating*	South Africa	100	%	**	%
IHS Netherlands PHP B.V	Holding company	Netherlands	100	%	100	%
IHS Towers Inc.	Provision of management services	United States of America	100	%	**	%
IHS Netherlands EGY B.V.	Holding company	Netherlands	100	%	**	%
IHS Telecom Tower Egypt S.A.E.	Operating*	Egypt	80	%	**	%
Skysites Americas Ltda	Operating*	Brazil	100	%	**	%
Wi-Fi Mundial Ltda.	Operating*	Brazil	100	%	**	%
Topázio Empreendimentos Imoliliarios Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil Participações Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil - Cessão de Infraestruturas Ltda.	Operating*	Brazil	100	%	**	%
Fiberco Soluções de Infraestrutura S.A.	Operating*	Brazil	51	%	**	%
Centennial Towers Colombia S.A.S.	Operating*	Colombia	100	%	**	%
Polar Breeze Colombia S.A.S	Operating*	Colombia	100	%	**	%

F-74

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
Centennial Towers Brasil Cooperatief U.A.	Holding company	Brazil	100	%	**	%
Centennial Towers of Brasil B.V.	Holding company	Brazil	100	%	**	%
Centennial Towers of Colombia Ltd.	Operating*	Colombia	100	%	**	%
IHS Centennial Brasil Torres de Telecomunicacoes Ltda	Operating*	Brazil	100	%	**	%
Polar Breeze Empreendimentos Ltda.	Operating*	Brazil	100	%	**	%

*      All operating subsidiaries provide telecommunication support services as their principal activity.

** IHS Towers Netherlands Finco NG B.V. was liquidated at December 31, 2020.

The shares of the Parent are widely owned by various investors. No investor has the full controlling right over the Company.

30.2Key management personnel

The compensation paid or payable to key management for employee services is shown below:

	2021	2020	2019
	$’000	$’000	$’000
Key management compensation
Short‑term employee benefits	25,537	13,671	20,154
Post‑employment benefits	105	105	61
	25,642	13,776	20,215
Share-based payments	9,795	6,029	343,285
	35,437	19,805	363,500

Key management during in the year ended December 31, 2021 included members of the Executive team (Sam Darwish, William Saad, Adam Walker, Mustafa Tharoo, David Ordman, Mohamad Darwish, Ayotade Oyinlola and Steve Howden)  and Non-Executive Directors.

On January 4, 2022 and February 28, 2022 Bill Bates and Colby Synesael were appointed to the Executive Committee, respectively and will be included in key management in 2022.

In the prior year, James Goodwin and Ted Manvitz also formed part of the Executive team for part of the year but left the Company during 2019 and termination benefits of $3.2 million (included in short term benefits above) were paid to them.

30.3Other related party transactions and balances

During the year ended December 31, 2021, DAR Telecom Consulting LLC (“DAR Telecom”) was paid $1,125,384 (2020 - Nil, 2019 - $ 2,588,087) for services provided by Mr Sam Darwish, the Chairman & Group Chief Executive Officer. DAR Telecom is controlled by Mr Darwish. These amounts are included in Key Management Compensation.

During the year ended December 31, 2021, DAR Telecom invoiced the Group for medical insurance premiums it had paid on behalf of the Group for $85,163 (2020 - $85,338, 2019 - $111,136). Included in these amounts are $38,330 (2020 - $36,648, 2019 - $38,341) that relate to Mr Darwish and are included in Key Management Compensation.

During the year ended December 31, 2021, the Group incurred costs on behalf of Mr Darwish of $551,574 (2020 - $196,340, 2019 - $23,556) which were subsequently repaid by DAR Telecom.

At December 31, 2021, the Group had a receivable of $551,574 (2020 - Nil) from DAR Telecom which was repaid on February 24, 2022.

F-75

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

During the year ended December 31, 2021 the Group was provided corporate administration services by CKLB International Management Limited (“CKLB”) and paid fees of $300,935 (2020 - $252,615, 2019 - $242,100). Mr Christian Li and Mrs Kathleen Lai, who served as directors of IHS Holding Limited until October 13, 2021, are directors of CKLB.

There were no other material transactions or balances between the Group and its key management personnel or members of their close family.

31.Business Combinations

For acquisitions that meet the definition of a business combination, the Group applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Group from the dates of the respective acquisitions. Where acquisitions are completed close to the end of the reporting period accounting for the business combination may be incomplete for valuation of assets and liabilities such that the amounts recognized in the financial statements for the business combination are determined only provisionally. There were three acquisitions during the year ended December 31, 2021. Had these businesses been acquired on January 1, 2021, the amount of revenue and loss after tax for the year ended December 31, 2021 for the Group would have been approximately $1,583 million and $24 million, respectively.

Skysites Holdings S.A.

IHS Holding Limited acquired 100% of the share capital of Skysites Holdings S.A. (“Skysites”), a telecommunications services provider, with related passive infrastructure and ground leases on January 6, 2021. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The goodwill of $26.9 million arising from the acquisition is attributable to the enhanced market presence in Brazil, the complementary service offering and closer alignment to certain customers as it relates to their future deployments. The goodwill recognized is currently expected to be deductible for income tax purposes.

F-76

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	2021
	$’000
Gross consideration	40,611
Less: contingent consideration*	(4,169)
Less: cash in business at the date of acquisition	(2,775)
Net cash consideration	33,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	11,276
Land	15
Furniture and office equipment	11
Capital work in progress	535
Customer related intangible asset	4,703
Right of use asset	9,675
Trade and other receivables	713
Trade and other payables	(1,132)
Provisions for other liabilities and charges	(2,548)
Lease liabilities	(10,071)
Deferred tax	(2,205)
Total identifiable net assets acquired	10,972
Goodwill	26,864
Revenue — post‑acquisition	4,041
Loss — post‑acquisition	(142)

*Contingent consideration consists of $4.2 million of consideration due at a future date which is recognized at fair value on the date of acquisition. The contingent consideration relates to a pay-out if a certain number of sites were rolled out post-acquisition and the quality of the acquired sites. As at December 31, 2021 certain contingencies were not met and $1.3 million of the contingent consideration was released to the consolidated statement of loss and other comprehensive income in 2021, refer to note 9. $2.9 million remains as contingent consideration.

Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A.

IHS Holding Limited acquired 100% of the share capital of Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. (together “Centennial”), a telecommunications services provider, with related passive infrastructure and ground leases in two parts, on March 19, 2021 and on April 8, 2021, respectively. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The goodwill of $11.7 million and $36.5 million arising from the Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. acquisitions respectively, is attributable to the enhanced market presence in Brazil and Colombia and closer alignment to certain customers in those markets as it relates to their future deployments. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

F-77

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	Brazil	Colombia	Total
	2021	2021	2021
	$’000	$’000	$’000
Gross consideration	93,900	47,051	140,951
Less: cash in business at the date of acquisition	(260)	(659)	(919)
Net cash consideration	93,640	46,392	140,032
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	43,890	14,074	57,964
Land	407	546	953
Furniture and office equipment	65	17	82
Capital work in progress	628	500	1,128
Right of use asset	22,273	9,761	32,034
Customer related intangible asset	35,422	32,599	68,021
Network related intangible asset	594	321	915
Software	495	1	496
Trade and other receivables	2,363	3,023	5,386
Trade and other payables	(1,471)	(3,646)	(5,117)
Provisions for other liabilities and charges	(5,272)	(527)	(5,799)
Lease liabilities	(24,028)	(10,458)	(34,486)
Tax payable	(2,809)	(625)	(3,434)
Deferred tax	(15,374)	(10,907)	(26,281)
Total identifiable net assets acquired	57,183	34,679	91,862
Goodwill	36,457	11,713	48,170
Revenue — post‑acquisition			9,515
Loss — post‑acquisition			(3,961)

FiberCo Soluções de Infraestrutura S.A.

IHS Netherlands BR B.V. (“IHS BR BV”), a subsidiary of IHS Holding Limited, completed a deal with TIM S.A to acquire a controlling interest in FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) on November 16, 2021. This includes TIM secondary fiber network and assets as well as the provision of fiber optic infrastructure services as an Open Fiber Network Service Provider. FiberCo will operate under the name of I-Systems. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

IHS owns a 51% stake in I-Systems and TIM the remaining 49%. The initial asset base of I-Systems includes TIM’s secondary network infrastructure, covering 3.5 million Fiber-to-the-Home and 3.4 million Fiber-to-the-Cabinet households, resulting in a total of 6.4 million households covered (allowing for 570 thousand homes of overlapping coverage). I-Systems is responsible for the deployment of new secondary fiber infrastructure for TIM, and the operation and maintenance of all such fiber infrastructure. TIM continues as the anchor tenant across the network under a long-term master services agreement. Certain services will be provided to I-Systems by TIM under a Transition Services Arrangement.

The accounting for the business combination is incomplete for valuation of all assets, liabilities and contingent consideration. The amounts recognized in the financial statements for the business combination thus have been determined only provisionally with no value attributed to separately identifiable acquired intangible assets and network assets recognized at the original depreciated cost to I-Systems as management’s current best estimate of fair value.

The provisional goodwill of $173.8 million arising from the I-Systems acquisition is largely attributable to customer relationships and the entry into a new service offering for IHS. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

F-78

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	2021
	$’000
Gross consideration*	266,739
Less: deferred consideration	(64,474)
Net cash consideration	202,265
Capital injection**	42,996
Identifiable assets acquired and liabilities assumed:
Network assets	220,950
Cash	44,872
Capital work in progress	3,832
Software	539
Trade and other receivables	8,498
Trade and other payables	(5,764)
Loans payable	(6,457)
Total identifiable net assets acquired	266,470
Non-controlling interest	130,570
Goodwill	173,835
Revenue — post‑acquisition	5,426
Loss — post‑acquisition	(3,341)

* Excluding contingent consideration subject to completion of business combination accounting.

** The capital injection relates to a payment made to I-Systems for the issuance of new share capital as part of the acquisition agreement to achieve the agreed shareholding structure post acquisition.

IHS Kuwait Limited

In the 2020 financial year IHS GCC KW Holding Limited (‘IHS GCC KW’), a subsidiary of IHS Holding Limited completed the first two stages of the acquisition of 1,620 towers from Mobile Telecommunications Company K.S.C.P. (‘Zain Kuwait’) comprising 1,162 towers. During April and October 2021 IHS GCC KW completed the third and fourth stages of the acquisition of 1,620 towers from Zain Kuwait comprising 67 and 126 towers respectively.

The remaining 265 towers are managed and operated under a Managed Services agreement until such time as these towers can legally be transferred. IHS GCC KW transferred the purchase right to IHS Kuwait Limited for the Construction, Erection and Maintenance of Wired and Wireless Communication and Radar Towers and Stations / With Limited Liability (‘IHS Kuwait’) who operates the towers as a standalone business. As part of the agreement, IHS Kuwait also assumed existing supplier contracts and land leases, allowing it to apply the Group business processes and deliver services immediately after the assignment of the towers. As part of the agreement, Zain Kuwait subscribed for shares in IHS GCC KW representing 30 per cent of the share capital of IHS GCC KW by issuing a loan note to IHS GCC KW. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The initial transaction completed during 2020 met the definition of a business as defined, and was accounted for as a business combination. The towers acquired in the two stages during 2021 are accounted for as asset acquisitions.

F-79

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The goodwill of $13.1 million arising from the acquisition in 2020 is attributable to the entry into a new geographical market for IHS, the application of the Group’s expertise and processes which is anticipated to deliver additional value from the acquired assets through high service levels, and value in customer related intangible assets beyond their contractual life.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition dates of the 1,162 towers acquired in 2020 and the 193 towers acquired in 2021, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of loss and other comprehensive income.

	2021	2020
	$’000	$’000
Gross consideration	12,248	117,367
Less: consideration received in exchange for a retained 30% interest (by Zain Kuwait) in IHS GCC KW	(1,837)	(14,927)
Net consideration for 70% controlling interest in the acquired towers	10,411	102,440
Less: contingent and deferred consideration (note payable to Zain)*	—	(25,202)
Net cash consideration for 70% controlling interest	10,411	77,238
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	7,902	33,061
Right of use assets	—	10,372
Customer related assets	5,449	41,878
Network-related assets	1,877	14,424
Trade and other receivables	872	14,318
Trade and other payables	(3,852)	(1,249)
Lease liabilities	—	(8,580)
Total identifiable net assets acquired (at 100%)	12,248	104,224
Goodwill	—	13,143
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	12,248	104,224
Shareholder funding provided by the Group and external debt**	(6,124)	(48,730)
Settlement for lease prepayment funded post acquisition	—	(5,738)
Total identifiable net assets acquired for purposes of non-controlling interest	6,124	49,756
Non-controlling interest portion of above at 30%	1,837	14,927
Revenue — post‑acquisition	n.a.	21,713
Loss — post‑acquisition	n.a.	(2,466)

* Contingent and deferred consideration consists of $25.2 million of consideration due at a future date which is recognized at fair value on the date of acquisition. The deferred consideration was payable within 18 months from the completion of the transaction and was paid during 2021. The contingent consideration was potentially payable within 24 months from the completion of the transaction, or earlier, should the Group enter into other tower acquisitions in MENA. The contingencies were not met and the contingent consideration was released to the consolidated statement of loss and other comprehensive income in 2021, refer to note 9.

**This was shareholder funding provided by the Group and recorded as short term liabilities in IHS GCC KW. These funds were loaned to IHS Kuwait to fund the acquisition of the towers from Zain. This short term liability was subsequently replaced by external debt (refer to note 22).

IHS Brasil Cessão de Infraestruturas S.A.

IHS Holding Limited acquired 100% of the share capital of IHS Brasil Cessão de Infraestruturas Limitada, a telecommunications infrastructure services provider, with related passive infrastructure and ground leases on February 18, 2020. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

F-80

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

The goodwill of $218.9 million arising from the acquisition is attributable to the entry into a new geographical market for IHS, and value in customer related intangible assets beyond their contractual life. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and profit of the acquiree since the acquisition date included in the consolidated statement of income and other comprehensive income.

	2020
	$’000
Gross consideration	506,778
Less: cash in business at the date of acquisition	(41,111)
Net cash consideration	465,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	111,327
Land and buildings	566
Furniture and office equipment	305
Capital work in progress	4,970
Right of use asset	119,339
Customer related intangible asset	282,412
Network-related assets	22,407
Other intangible assets	33
Deferred tax assets	8,347
Trade and other receivables	14,615
Trade and other payables	(24,123)
Income tax payable	(1,538)
Borrowings	(46,356)
Provisions for other liabilities and charges	(15,437)
Lease liabilities	(123,071)
Deferred tax liabilities	(107,016)
Total identifiable net assets acquired	246,780
Goodwill	218,887
Revenue — post‑acquisition	30,185
Loss — post‑acquisition	(296)

32.         Acquisition of MTN telecom towers in South Africa

On November 17, 2021, the Company signed an agreement with MTN South Africa (“MTN South Africa”) to acquire its tower portfolio comprising 5,709 towers and for the provision of power services to MTN South Africa at approximately 13,000 sites (including the acquired sites). The portfolio of 5,709 sites currently has a colocation rate of 1.2x. Under the terms of the agreement, MTN South Africa will also provide a multi-year commitment for a portion of its new towers to be built by the Company. The consideration is expected to be ZAR6.4 billion on a debt-free and cash-free basis subject to customary post-closing price adjustments. The transaction will be financed through a combination of cash on hand and / or drawing on available facilities. The Group expects to account for its acquisition as a business combination under IFRS 3.

MTN is a subsidiary of MTN Group Limited (“MTN Group”). MTN Group is IHS’ largest shareholder by beneficial ownership, owning 26.0% of IHS via Mobile Telephone Networks (Netherlands) B.V. or affiliates of MTN Group. MTN Group does not receive non-public information and is not represented on our Board or any Board Committees.

The transaction is expected to close in the first or second quarter of 2022 subject to customary regulatory approvals and closing conditions.

F-81

IHS HOLDING LIMITED CONSOLIDATED ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

33Capital commitments and contingent liabilities

33.1Capital commitments

The Group was committed to the purchase of property, plant and equipment of about $206.7 million as at December 31, 2021 (2020: $109.9 million).

33.2Contingent liabilities

The Group has contingent liabilities in respect of legal claims arising in the ordinary course of business. The Group reviews these matters in consultation with internal and external legal counsel to determine on a case-by-case basis whether a loss from each of these matters is probable, possible or remote.

The Group’s possible contingent liabilities in respect of litigations and claims amounted to $2.0 million at the end of the reporting period (2020: $2.6 million).

Based on legal advice received, the Group’s liability is not considered probable, thus no provisions have been made in these financial statements.

34.Events after the reporting period

(a)          Acquisition of São Paulo Cinco Locação de Torres Ltda. (“SP5”)

On January 21, 2022, the Company (via its subsidiary IHS Brasil – Cessão de Infraestruturas S.A.) signed an agreement to acquire 100% of São Paulo Cinco Locação de Torres Ltda. (“SP5”), a Grupo Torresur (“GTS”) portfolio company.
The SP5 portfolio includes 2,115 towers across Brazil. The purchase price of the transaction, on a cash and debt free basis, is $315 million.

The Group expects to account for this acquisition as a business combination under IFRS 3.

The transaction is expected to close imminently.

(b) New employee share-based payment scheme

On February 4, 2022, a total of 1,147,500 options were issued as part of the new employee share-based payment plan.  The plan will be deemed equity settled and comprise of:

◾ Restricted stock units, which do not include performance conditions and vest on a straight-line basis over three years

◾ Performance stock units, with a Recurring Leverage Free Cash Flow target and a cumulative total shareholder return target. Recurring Leverage Free Cash flow target is a non-market-based performance condition, assessed annually over a three-year period. A cumulative total shareholder return target is market-based, will be valued based on a Monte Carlo model for a three-year performance period, an approach that is commonly used for IFRS 2 valuations

(c) Legacy employee share-based payment scheme

The performance conditions relating to the 50% of the remaining third (33.3%) of the legacy employee share-based payment scheme (refer to note 28) have been met. 3.9 million shares will be issued in March and April 2022.

F-82

EX-2.2

Exhibit 2.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of 13 October, 2021 by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including any successors, the “Company”), and each of the Holders (as defined below) identified on Schedule A attached hereto (the “Schedule of Investors”) as of the date hereof.

RECITALS

WHEREAS, the Company is contemplating an offer and sale of its ordinary shares, par value $0.30 per share (such shares, the “Ordinary Shares”), to the public in an underwritten initial public offering (the “IPO”);

WHEREAS, in connection with the IPO, the Company and the Holders have entered into the Shareholders’ Agreement (as defined herein) granting the Holders certain rights and responsibilities with respect to the sale of Ordinary Shares; and

WHEREAS, in connection with the IPO, the Company has agreed to grant to the Holders (as defined below) certain rights with respect to the registration of the Registrable Securities (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:

“Acquired Ordinary Shares” has the meaning set forth in Section 10.

“Additional Investor” has the meaning set forth in Section 10, and shall be deemed to include each such Person’s Affiliates, immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.

“Affiliate” has the meaning given to it in Rule 405 under the Securities Act.

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” has the meaning set forth in Section 2(a).

“Business Day” means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized to close.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all Ordinary Shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether ordinary or preferred), (ii) with respect to any Person that is not a

corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of the issuing Person, and (iii) any and all warrants, rights (including conversion and exchange rights) and options to purchase any security described in clause (i) or (ii) above.

“Company” has the meaning set forth in the preamble.

“Demand Registrations” has the meaning set forth in Section 2(a).

“End of Suspension Notice” has the meaning set forth in Section 2(e)(ii).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Foreign Private Issuer” means a “foreign private issuer” within the meaning of Rule 405 of the Securities Act.

“Form F-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission for use by a Foreign Private Issuer or, if the Company is no longer a Foreign Private Issuer, a Form S-1 under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission for use by domestic issuers.

“Form F-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission for use by a Foreign Private Issuer that permits incorporation of substantial information by reference to other documents filed by the Company with the Securities and Exchange Commission or, if the Company is no longer a Foreign Private Issuer, a Form S-3 under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission for use by domestic issuers that permits incorporation of substantial information by reference to other documents filed by the Company with the Securities and Exchange Commission.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

“Holder” means any Person who is the registered holder of Registrable Securities.

“Holder Indemnified Parties” has the meaning set forth in Section 8(a).

“IPO” has the meaning set forth in the recitals.

“Joinder” has the meaning set forth in Section 10.

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“Lock-up Agreement” has the meaning set forth in Section 2(a).

“Long-Form Registrations” has the meaning set forth in Section 2(a).

“MNPI” means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act, which shall, other than for the purposes of Section 2(e), include the receipt of the notice of a Demand Registration or Shelf Offering Notice pursuant to Section 2(a) or Section 2(c) and the information contained in such notice.

“MTN” means Mobile Telephone Networks (Netherlands) B.V.

“MTN Shareholder Arrangements” has the meaning set forth in Section 2(d).

“MTN Shares” means either the Class B ordinary shares of the Company held by MTN or the ordinary shares redesignated from such Class B ordinary shares of the Company held by MTN immediately prior the IPO, as the context may require.

“Opt-Out Request” has the meaning set forth in Section 11(d).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Policies” has the meaning set forth in Section 11(b).

“Pricing Date” has the meaning set forth in Section 2(a).

“Public Offering” means any sale or distribution to the public of Capital Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Capital Stock.

“Registrable Securities” means Ordinary Shares owned at any time after the consummation of the IPO, as well as any Ordinary Shares issued or issuable upon conversion and/or exercise or exchange of any other securities of the Company held by the Holders at any time after the consummation of the IPO. As to any particular Registrable Securities owned by any Person, such securities shall cease to be Registrable Securities (a) on the date such securities have been sold or distributed pursuant to a Public Offering, (b) on the date such securities have been sold in compliance with Rule 144 following the consummation of the IPO, (c) on the date such securities have been repurchased by the Company or a Subsidiary of the Company, (d) at any time after 24 months following the Pricing Date, if such securities at that time (i) may be disposed of pursuant to Rule 144 in a single transaction without any volume or manner of sale limitations and (ii) are not subject to restrictions on transfer provided for thereunder or under any agreement with the Company (including any requirement that such Ordinary Shares be sold only in a registered offering), or (e) on the date such securities cease to be outstanding. Following the time that is 24 months following the IPO, if a Holder, together with its affiliates, still owns at least 2% of the Company’s then outstanding Ordinary Shares but is no longer an Affiliate, then, notwithstanding

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the foregoing, if requested by such Holder on the grounds that it would facilitate or optimize its sale of such shares, the Company will use good faith efforts to assist such Holder to sell such shares pursuant to a registered offering (as described below). For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder hereunder; provided a Holder may only request that Registrable Securities in the form of Capital Stock of the Company that is registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement.

“Registration Expenses” has the meaning set forth in Section 7(a).

“Representatives” has the meaning set forth in Section 11(b).

“Rule 144,” “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the Securities and Exchange Commission, as the same shall be amended from time to time, or any successor rule then in force.

“Schedule of Investors” has the meaning set forth in the preamble.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Shareholders’ Agreement” means the Shareholders’ Agreement, dated on or about the date of this Agreement, by and among the Company and each of the shareholders identified on Schedule 1 thereto.

“Shelf Offering” has the meaning set forth in Section 2(c)(ii).

“Shelf Offering Notice” has the meaning set forth in Section 2(c)(ii).

“Shelf Offering Request” has the meaning set forth in Section 2(c)(ii).

“Shelf Registrable Securities” has the meaning set forth in Section 2(c)(ii).

“Shelf Registration” has the meaning set forth in Section 2(a).

“Shelf Registration Notice” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Participation Deadline” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Request” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Statement” has the meaning set forth in Section 2(c)(i).

“Short-Form Registrations” has the meaning set forth in Section 2(a).

4

“Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by the Company, or (ii) if a limited liability company, partnership, association or other business entity, either (x) a majority of the Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of managers, general partners or other oversight board vested with the authority to direct management of such Person is at the time owned or controlled, directly or indirectly, by the Company or (y) the Company or one of its Subsidiaries is the sole manager or general partner of such Person.

“Suspension Event” has the meaning set forth in Section 2(e)(ii).

“Suspension Notice” has the meaning set forth in Section 2(e)(ii).

“Suspension Period” has the meaning set forth in Section 2(e)(i).

“Underwritten Takedown” has the meaning set forth in Section 2(c)(ii).

“Violation” has the meaning set forth in Section 8(a).

“Wendel” means Wendel SE.

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

Section 2.Demand Registrations.

(a)Requests for Registration.  Subject to the terms and conditions of this Agreement and any contractual lock-up agreements entered into between Holders and the Company and/or any third-party, including the Shareholders’ Agreement (each a “Lock-up Agreement”), (i) commencing  three months after the pricing of the IPO (the “Pricing Date”) (or, if earlier, such date, if any, on which the underwriters for the IPO, pursuant to the lock-up agreements between the Holders and the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities) until twelve months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form F-1 or any similar long-form registration (“Long-Form Registrations”), provided that, with respect to such requests provided by Holders during the period commencing three months after the Pricing Date until six months after the Pricing Date, the Company shall not be obligated to file such Long-Form Registration with the Securities and Exchange Commission until after the date that is six months after the Pricing Date, and (ii) commencing eleven months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on any Long-Form Registrations or on Form F-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registrations or Short-Form Registrations under this Section 2(a) unless the anticipated aggregate gross proceeds of the Registrable Securities to be sold in such offering is

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reasonably expected to exceed $75 million or the requested Ordinary Shares constitute all of such Holders’ Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except during the pendency of a Suspension Period invoked in compliance with Section 2(e), promptly upon delivery of a request for a Demand Registration (but in no event more than five Business Days thereafter), the Company shall give written notice of the Demand Registration to all other Holders and, subject to the terms of Section 2(d), the MTN Shareholder Arrangements (as defined below) and any Lock-up Agreement, shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the date the Company’s notice was delivered, and thereupon shall file promptly with the Securities and Exchange Commission a registration statement under the Securities Act for such Demand Registration (and, in any event within (i) 90 days after the date of delivery of a written request for Long-Form Registrations or (ii) 30 days after the date of delivery of a written request for Short-Form Registrations, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made such Demand Registration). Notwithstanding the foregoing, other than delivery to each Holder of the written notice in accordance with this Section 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

(b)Demand Registrations.  The entitlement of Holders to request Demand Registrations shall be subject to the limitations set out in Section 2(e) below. Demand Registrations may, at the Company’s discretion, be Short-Form Registrations whenever the Company is permitted to use any applicable short form and the managing underwriters (if any) agree to the use of a Short-Form Registration. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the applicable Holder.

(c)Shelf Registrations.

(i)As promptly as practicable after the Company receives written notice of a request for a Shelf Registration from a Holder (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such

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Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or other date, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence.

(ii)In the event that a Shelf Registration Statement is effective, (A) Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding or (B) any Holder of Registrable Securities, to the extent such request is made at least twenty-four (24) months following the Pricing Date, shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective. The applicable Holders shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company, subject to Sections 2(d) and 9 hereof, the MTN Shareholder Arrangements (as defined below) and any Lock-up Agreement, shall include in such Shelf Offering (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the date of delivery of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within 15 Business Days after the date of delivery of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request), file with the Securities and Exchange Commission a prospectus or prospectus supplement pursuant to Rule 424, as necessary, and shall take all other

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necessary steps and enter into such agreements as are necessary to facilitate such Shelf Offering.

(iii)Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement or existing Automatic Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holder only needs to notify the Company of the block trade Shelf Offering five Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing two-thirds of the Registrable Securities wishing to engage in the underwritten block trade) and the Company shall promptly (and in any event within three Business Days after receiving written notice of a request for such an underwritten block trade by a Holder, unless a longer period is agreed to by Holders representing two-thirds of the Registrable Securities wishing to engage in the underwritten block trade) notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities wishing to engage in the underwritten block trade) and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering; provided that Holders of the Registrable Securities wishing to engage in the underwritten block trade shall use reasonable best efforts to cooperate with the Company and the managing underwriters (if any) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade, including the notification to and participation of other Holders as set out herein.

(iv)The Company shall, at the reasonable request of Holders representing a majority of the Registrable Securities covered by a Shelf Registration Statement, as soon as practicable file any prospectus supplement or any post-effective amendments, or incorporate by reference any required information, and otherwise take any action to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf Offering.

(d)Priority on Demand Registrations and Shelf Offerings.  Except as provided in this Section 2(d), the Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such offering exceeds the number of securities that can be sold in such offering without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall include in such registration or offering, as applicable, (i) first, the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable

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Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutback.

(e)Restrictions on Demand Registration and Shelf Offerings.

(i)The Company shall not be obligated to effect more than three Long-Form Registrations for all Holders in the aggregate in any twelve-month period and the Company shall not be obligated to effect more than two Demand Registrations for all Holders in the aggregate in the first full twelve calendar months following the Pricing Date. The Company shall not be obligated to effect any Demand Registration within 90 days after the effective date of a previous Demand Registration, and the Company shall not be obligated to effect any Shelf Offering within 45 days after the effective date of a previous Shelf Offering. The Company may defer taking action with respect to a Demand Registration or a Shelf Offering Request for up to 90 days from the date of such request (such period, the “Suspension Period”) by furnishing to Holders a certificate signed by the Company’s chief executive officer or chief financial officer stating that in the good faith judgment of the Company’s board of directors it would be materially detrimental to the Company and its stockholders to effectuate such Demand Registration or Shelf Offering Request because: (A) the registration, offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction involving the Company or any Subsidiary, or (B) (x) upon advice of outside counsel, the registration, offer or sale of Registrable Securities pursuant to the registration statement would require disclosure of MNPI not otherwise required to be disclosed under applicable law, (y) the Company has a bona fide business purpose for preserving the confidentiality of such material information and (z) disclosure of such MNPI could reasonably be expected to have a material adverse effect on the Company or, if the MNPI relates to a material transaction, the Company’s ability to consummate such material transaction (provided, however, that the Company shall not be permitted to defer taking action under this Section 2(e)(i) solely on the basis of MNPI relating to a potential primary share offering); provided that in such event, the Holders shall be entitled to withdraw such request for a Demand Registration or Shelf Offering. The Company may defer taking action with respect to, delay or suspend a Demand Registration or Shelf Offering under this Section 2(e)(i) not more than twice in any twelve-month period, with a maximum aggregate length of all deferrals and delays not to exceed 90 days in any twelve-month period, except with the consent of all applicable Holders, and the Company shall not register any securities for its own account or that of any other shareholder during the Suspension Period, other than pursuant to a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan pursuant to a Form S-8 or a registration on any form that does not include substantially the same information as would

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be required to be included in a registration statement covering the sale of the Registrable Securities.

(ii)In the case of an event that causes the Company to defer taking action with respect to a Shelf Offering Request as set forth in Section 2(e)(i) or pursuant to applicable subsections of Section 5(a)(vii) (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. If the basis of such suspension is nondisclosure of MNPI, the Company shall not be required to disclose the subject matter of such MNPI to Holders. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders as soon as practicable following the conclusion of any Suspension Event and in any event by the earlier of (i) five Business Days after conclusion of any Suspension Event and (ii) the latest date on which the Suspension Period may end pursuant to Section 2(e)(i).

(f)Selection of Underwriters.  Holders representing a majority of the Registrable Securities included in any Demand Registration or Underwritten Takedown shall have the right to select the investment banker(s) and manager(s) to administer such offering (including assignment of titles). In addition, MTN and Wendel shall have the right to jointly nominate for appointment one bookrunner in the case of any Public Offering (any such bookrunner, a “Shareholder Bookrunner”), and the Company shall appoint such Shareholder Bookrunner; provided that each such Shareholder Bookrunner shall work in good faith to coordinate with the other appointed bookrunners, and provided further that such other appointed bookrunners shall work in good faith to coordinate with each such Shareholder Bookrunner.

(g)Withdrawal.  Any Holder, having previously notified the Company it wishes to include any or all of its Registrable Securities in a Demand Registration or Shelf Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by such Holder for registration by giving notice to such effect to the Company prior to the effective date of such Demand Registration or Shelf Offering. In the event of such withdrawal, the Company shall not include such Registrable Securities in the applicable Demand Registration or Shelf Offering and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.

(h)Lock-up Agreements.  For the avoidance of doubt, the ability of any Holder to initiate and/or participate in any Demand Registration (whether pursuant to a Long-Form Registration, Short-Form Registration or Shelf Registration) shall, at all times, remain subject to any restrictions contained in any Lock-up Agreement to which the Holder is a party.

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Section 3.Piggyback Registrations.

(a)Right to Piggyback.  Following the consummation of the IPO, whenever the Company proposes to register any of its securities under the Securities Act (other than (i) in connection with registrations on Form F-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms or (ii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within five Business Days after the date of delivery of notice of any request for registration on behalf of holders of the Company’s securities (other than under this Agreement)) to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 3(b), the MTN Shareholder Arrangements and any Lock-up Agreement, shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days (or such shorter period as agreed to by Holders representing two thirds of the Registrable Securities outstanding at the time) after delivery of the Company’s notice.

(b)Priority on Primary Registrations.  If a Piggyback Registration is an underwritten primary registration or Underwritten Takedown on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities requested to be included in such registration that, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities such Holders shall have requested to be included therein, subject to any Lock-up Agreement and the MTN Shareholder Arrangements. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutback.

(c)Selection of Underwriters.  If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering shall be at the election and sole discretion of the Company. In this event, the Holders may request that one or more investment banker(s) or manager(s) be considered for such offering, provided that such request shall not be binding on the Company. In addition, MTN and Wendel shall have the right to jointly nominate one Shareholder Bookrunner in the case of any Public Offering, and the Company shall appoint such Shareholder Bookrunner; provided that each such Shareholder Bookrunner shall work in good faith to coordinate with the other appointed bookrunners, and provided further that such other appointed bookrunners shall work in good faith to coordinate with each such Shareholder Bookrunner.

(d)Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not any Holder has elected

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to include securities in such registration. Any termination or withdrawal of a registration by the Company shall be without prejudice to the rights of the Holders to request that such registration be effected as a Demand Registration under Section 2(a) or an Underwritten Takedown, as the case may be. The Registration Expenses (as defined below) of such withdrawn registration shall be borne by the Company in accordance with Section 7.

(e)Lock-up Agreements.  For the avoidance of doubt, the ability of any Holder to participate in any Piggyback Registration shall, at all times, remain subject to any restrictions contained in any Lock-up Agreement to which the Holder is a party.

Section 4.Holdback Agreements and Clear Market.

(a)Holders of Registrable Securities.  If reasonably requested by the managing underwriter(s), the Company and each Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements with the managing underwriter(s) of such Public Offering for a period of up to 90 days (as may be agreed with the managing underwriter(s)). In addition, no Holder of Registrable Securities shall sell such securities outside of a proposed Public Offering for a period beginning at such time as Holders are notified of a proposed Public Offering until such time as the public announcement of the pricing or abandonment of such Public Offering. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the lock-up period set forth in such agreements.

(b)Exceptions.  The foregoing holdback agreements in Section 4(a) shall not apply to a registration on Form S-8 or any successor or similar form or otherwise in connection with an employee benefit plan or in connection with any registration on Form F-4 or any successor or similar form in connection with any type of acquisition transaction or exchange offer.

Section 5.Registration Procedures.

(a)Subject to the requirements set forth in Section 5(b) and Section 9, whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement or made a Shelf Offering Request, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(i)in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective and remain effective for such period of time as is necessary to enable the disposition of all Registrable Securities covered by such registration statement;

(ii)in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission such amendments and supplements, and any prospectuses or prospectus supplements used in connection with such registration statements, as may be necessary to

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comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(iii)notify each Holder of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (C) the filing and subsequent effectiveness of each registration statement filed hereunder, and (D) the filing and subsequent effectiveness of any supplement to, or amendment of, any prospectus forming part of each registration statement filed hereunder;

(iv)subject to the requirements set forth in Section 5(b) and Section 9, and subject always to the provisions of Section 2, prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period as may be required in accordance with the provisions of Section 2(c)(i), and comply in all material respects with the provisions of the Securities Act, as applicable to the Company, with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(v)furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(vi)use reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any selling Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction in which it was not otherwise subject to taxation or (C) produce a prospectus or other disclosure or similar document in such jurisdiction, except as may be required by the Securities Act);

(vii)notify each selling Holder (A) as soon as practicable after receipt thereof, of any written comments by the Securities and Exchange Commission, or any request by the Securities and Exchange Commission or other federal or state governmental authority for amendments or supplements to such registration statement or such prospectus, or for additional information (whether before or after the effective date of the registration statement) or any other correspondence with the Securities and Exchange Commission

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relating to, or which may affect, the registration and make every reasonable effort to respond to, and as applicable, resolve, such comments and (B) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains, to the Company’s knowledge, an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in any material respect, and, subject to Section 2(e), at the reasonable request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in any material respect;

(viii)use reasonable best efforts to cause all such Registrable Securities to be listed on such securities exchange on which the other Ordinary Shares issued by the Company are then listed;

(ix)provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;

(x)enter into and perform its obligations under such customary agreements (including underwriting agreements in customary form), which may include indemnification provisions in favor of underwriters, and make such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

(xi)make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney retained by any such underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s employees and independent accountants to make themselves available (upon adequate notice and as reasonably required) to discuss the business of the Company and to supply all information reasonably requested by any such underwriter or its attorney in connection with such registration statement, in each case, to the extent in accordance with customary practice for such dispositions or transactions;

(xii)use reasonable best efforts to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, and is retained in accordance with the Securities Act to the extent required thereby;

(xiii)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Ordinary Shares included in such registration statement for sale in any jurisdiction, use reasonable best efforts to obtain the withdrawal of such order;

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(xiv)cooperate with any selling Holder and underwriter participating in the disposition of such Registrable Securities and their counsel as may be reasonably requested in connection with any filings required to be made with FINRA;

(xv)use reasonable best efforts to make available officers of the Company to participate with any underwriters in any “road shows” or other customary selling efforts that may be agreed in advance between the Holders and the Company in connection with the methods of distribution for the Registrable Securities;

(xvi)in the case of any underwritten Public Offering pursuant to the rights contained in this Agreement and to the extent reasonably requested by the managing underwriters, use its reasonable best efforts to obtain one or more comfort letters from the Company’s independent registered public accountants in customary form and covering such matters of the type customarily covered by comfort letters;

(xvii)subject to the requirements set forth in Section 5(b) and Section 9, in the case of any underwritten Public Offering pursuant to the rights contained in this Agreement and to the extent reasonably requested by the managing underwriters, use its reasonable best efforts to provide a legal opinion and negative assurance statement of the Company’s outside counsel (which may be addressed to the underwriters), dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered by legal opinions and negative assurance statements of such nature, which opinion and negative assurance statement shall be addressed to the underwriters;

(xviii)if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective in accordance with the provisions of Section 2(c)(i);

(xix)take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(xx)if required by the Company’s transfer agent in connection with a proposed sale of shares by a Holder, the Company will use reasonable efforts to cause opinions of Company counsel to be delivered to the transfer agent, together with any authorization or direction letter from the Company, as required by the transfer agent to transfer shares without any restrictive legend;

(xxi)use all reasonable efforts to facilitate the settlement of the shares to be sold pursuant to this Agreement, including through the facilities of The Depository Trust Company; and

(xxii)take all other customary steps reasonably necessary to effect the registration, offering, sale and listing of the Registrable Securities contemplated hereby.

(b)The Company may require each Holder requesting, or electing to participate in, any registration to furnish the Company such information regarding such Holder and the distribution

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of such Registrable Securities as the Company may from time to time reasonably request in writing. Each of the Holders severally represents, warrants and agrees that such Holder: (i) will at all times co-operate with the Company in order to carry out this Agreement; (ii) will promptly do all things required of such Holder, and provide the Company or underwriters, as applicable, with all deliverables required from such Holder, in connection with any Demand Registration or Piggyback Registration; and (iii) will comply with all requirements of any underwriting agreement applicable to such Holder, including but not limited to, entering into, providing and/or procuring the delivery of certificates, letters, questionnaires, powers of attorney, custody agreements, indemnities, opinions and other reasonably requested documents, in each case as customarily provided in, and in customary form for, offerings similar to the offering then being undertaken. Any obligations of the Company to comply with timing requirements in or pursuant to this Agreement or in connection with the distribution of Registrable Securities shall be subject to each such Holder’s performance under this clause (b) and Section 9.

Section 6.Periodic Reporting.

(a)With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Securities and Exchange Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3, the Company shall:

(i)use commercially reasonable efforts to (1) file in a timely fashion the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder (at any time after the Company has become subject to such reporting requirements) and (2) make publicly available adequate current public information and any other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act (as such rules may be amended from time to time), at all times after the effective date of the Registration Statement filed by the Company for the IPO; and

(ii)furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (1) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after the Company so qualifies); and (2) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Securities and Exchange Commission that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form F-3 (at any time after the Company so qualifies to use such form), including, in the event that the Company is neither subject to section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the information set forth under Section 4(d)(3) of the Securities Act.

Section 7.Registration Expenses.

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(a)All expenses incurred in connection with the Company’s performance of or compliance with this Agreement, as well as any expenses related to: (i) all registration, qualification and filing fees (including filings with FINRA and the reasonable fees and disbursements of counsel for the underwriters incurred in connection with FINRA qualification of the Registrable Securities subject to any applicable limits or caps agreed), (ii) reasonable and documented fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters incurred in connection with blue sky qualification of the Registrable Securities, subject to any applicable limits or caps agreed), (iii) printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depositary Trust Company and of printing prospectuses if the printing of prospectuses is required in connection with the offering), (iv) fees and disbursements of custodians, (v) all expenses related to the “road show” for any underwritten Public Offering pursuant to the rights contained in this Agreement, (vi) fees and expenses of the transfer agent and registrar of the Company’s Ordinary Shares, (vii) reasonable fees and expenses of one special counsel to represent all the participating Holders (as selected by the Holders representing a majority of the Registrable Securities included in such Demand Registration) and, to the extent such counsel cannot provide legal opinions in any jurisdiction required by the underwriters, of counsel to any Holder of Registrable Securities providing legal opinions required by the underwriters and (viii) fees and disbursements of counsel for the Company and all independent certified public accountants, and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) shall be borne by the Company. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions and stock transfer taxes applicable to the securities sold for such Person’s account.

(b)Counsel Fees and Disbursements.  Other than as set forth in clause 7(a)(vii) above, in connection with each Demand Registration, each Piggyback Registration and each Underwritten Takedown, the Holders of Registrable Securities included in such registration shall be responsible for the fees and disbursements of counsel representing them.

Section 8.Indemnification and Contribution.

(a)By the Company. The Company shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s Affiliates, officers, directors, managers, employees, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon any of the following statements, omissions or violations (each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 8, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder

17

applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will promptly upon incurrence thereof reimburse such Holder Indemnified Party for any reasonable legal or any other expenses properly incurred by them in connection with investigating or defending against any such losses. Notwithstanding the foregoing, the Company shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

(b)By Each Holder.  In connection with any registration statement in which a Holder is participating, each such Holder, to the extent permitted by law, shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use in such registration statement; provided that (i) the obligation to indemnify shall be individual, not joint and several, for each Holder; (ii) the maximum liability of each Holder under this Section 8 shall be limited to the amount of net proceeds actually received by such Holder (after deducting underwriting commissions and discounts) from the sale of Registrable Securities pursuant to the registration statement giving rise to such indemnification obligation; and (iii) no Holder shall be liable to any such indemnified party in any such case to the extent that such claim is related to (A) information provided by such Holder explicitly in connection with such registration after such Holder provided an update to such information to the Company (1) prior to the date on which the Company requested that the relevant registration statement be declared effective by the Securities and Exchange Commission and the Company did not revise the registration statement with such updated information through filing a pre-effective amendment with the Securities and Exchange Commission or otherwise correcting such information in the registration statement before it was declared effective, or (2) after the registration statement became effective and the Company did not use commercially reasonable efforts to file an amendment or other supplement to the registration statement with the Securities and Exchange Commission that would incorporate such updated information; and (B) the use by the Company of an outdated or defective prospectus to sell the Registrable Securities.

(c)Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect

18

to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 8(c), in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d)Contribution.  If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified person thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or

19

omissions which resulted in such losses, claims, damages or liabilities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnified party and the indemnifying party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection (c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (c). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in this subsection (c) shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses properly incurred by such indemnified party in connection with investigating or defending against any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation and no Holder shall be required to contribute any amount in excess of the amount of net proceeds actually received by such Holder (after deducting underwriting commissions and discounts) from the sale of Registrable Securities pursuant to the registration statement giving rise to such contribution obligation.

(e)Non-exclusive Remedy; Survival.  The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the IPO are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Section 9.Underwritten Registrations.

(a)Participation.  No Person may participate in any Public Offering hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements entered into in connection therewith (including, without limitation, pursuant to any over-allotment or “greenshoe” option requested by the underwriters; provided that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes, provides and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, legal opinions and other documents, in each case in customary form, required under the terms of such underwriting arrangements. Each Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the managing underwriter(s) or that are necessary to give further effect thereto and that are consistent in all material respects with the

20

customary documents to be completed and executed by the Holders. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9(a), the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the Holders, the Company and the underwriters created pursuant to this Section 9(a).

(b)Price and Underwriting Discounts.  In the case of an underwritten Demand Registration or Underwritten Takedown requested by a Holder pursuant to this Agreement, the price to the public and underwriting discount terms of the related underwriting agreement for the Registrable Securities shall be agreed by the Holders representing a majority of the Registrable Securities included in such underwritten offering and, solely in the case that the Company is selling shares in connection with such underwritten offering, a majority of (i) Registrable Securities plus (ii) any shares the Company is selling.  For the avoidance of doubt, nothing in this Section 9(b) shall obligate the Company to sell any primary shares in an underwritten offering unless approved by the Company’s board of directors or a sub-committee thereof.

(c)Suspended Distributions.  Each Person that is participating in any registration under this Agreement, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2(e)(ii), Section 5(a)(iii)(A) or (B), Section 5(a)(vii)(B) or Section 5(a)(xiii), shall immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such event or occurrence has been resolved as contemplated in such provisions.

Section 10.Additional Parties; Joinder.  From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration statement, other than on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder. Notwithstanding the foregoing, subject to the prior written consent of Holders representing two-thirds of all the Registrable Securities outstanding at the time, the Company may make any Person who acquires Ordinary Shares or rights to acquire Ordinary Shares from the Company after the date hereof a party to this Agreement (each such Person, an “Additional Investor”) and cause such Additional Investor to accede to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Additional Investor in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Additional Investor, the Ordinary Shares of the Company acquired by such Additional Investor or which such Additional Investor has the right to acquire (the “Acquired Ordinary Shares”) shall be Registrable Securities to the extent provided herein, such Additional Investor shall be a Holder under this Agreement with respect to the Acquired Ordinary Shares and the Company shall add such Additional Investor’s name and address to the Schedule of Investors and circulate such information to the parties to this Agreement. Nothing in this Section 10 shall prevent any Person from acceding to this Agreement as a Holder in accordance with the terms of the Shareholders’ Agreement and the Company shall promptly execute and accept such accession by Joinder with each Permitted Shareholder Transferee.

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Section 11.MNPI Provisions(a).  Each Holder acknowledges that (i) the provisions of this Agreement that require communications by the Company or other Holders to such Holder may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by way of illustration, the fact that an offering of the Company’s securities is pending, the number of Company securities being offered or the identity of the selling Holders), and (ii) there is no limitation on the duration of time that such Holder and its Representatives may be in possession of MNPI and no requirement that the Company or other Holders make any public disclosure to cause such information to cease to be MNPI; provided that the Company will use reasonable best efforts to notify each Holder as soon as reasonably practicable if any proposed registration or offering for which a notice has been delivered pursuant to this Agreement has been terminated or aborted.

(b)Each Holder agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to such Holder (“Policies”); provided that a Holder may deliver or disclose MNPI to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors (collectively, the “Representatives”), but solely to the extent such disclosure reasonably relates to its evaluation or exercise of its rights under this Agreement and the sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority having jurisdiction over such Holder, if required by such authority, (iii) any Person, if necessary to effect compliance with any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation to which such Holder is a party; provided further that in the case of clause (i), the recipients of such MNPI are subject to the Policies or agree to hold confidential the MNPI in a manner substantially consistent with the terms of this Section 11 and that in the case of clauses (ii) through (v), the relevant Holder promptly notifies the Company of such disclosure to the extent such Holder is legally permitted to give such notice.

(c)Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offering), to elect not to receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use its best efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Section 12.General Provisions.

(a)Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the

22

Company and Holders representing two-thirds of all the Registrable Securities; provided that no such amendment, modification or waiver that would adversely affect a Holder in a manner that is different from any other Holder (provided that the accession by any Additional Investor to this Agreement pursuant to Section 10 shall not be deemed to adversely affect any Holder) shall be effective against such Holder without the prior written consent of such Holder; provided further that no such amendment, modification or waiver may be made without the consent of Mobile Telephone Networks (Netherlands) B.V. if such amendment, modification or waiver directly or indirectly relates to the MTN Shareholder Arrangements or the Shareholders’ Agreement. The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

(b)Remedies.  The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

(c)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(d)Entire Agreement.  Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)Successors and Assigns. This Agreement shall bind and inure to the benefit of, and be enforceable by, the Company and the Holders and their respective successors and assigns. No Holder may assign or transfer any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the Company, other than to Locked-Up Transferees (as defined in the Shareholders’ Agreement) or its Affiliates.

(f)Notices.  Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and, unless there is evidence that it was received earlier, shall be deemed to have been given or delivered (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile (or, in the case of electronic email, to the extent no failed delivery notice is received within 24 hours of sending) if

23

sent during normal business hours of the recipient but, if not, then on the next Business Day, (iii) if sent by courier service (charges prepaid), then on the day the courier company has recorded the delivery, or (iv) if mailed to the recipient by first class mail, upon receipt thereof. Such notices, demands and other communications shall be sent to the Company at the address specified below and to any other party subject to this Agreement at such address as indicated on the Schedule of Investors, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by providing prior written notice within seven Business Days of the change to the sending party as provided herein. The Company’s address is:

IHS Holding Limited
1 Cathedral Piazza
123 Victoria Street
London SWE1 5BP
United Kingdom
Attn: Group Legal
Email: grouplegal@ihstowers.com

or to such other address or to the attention of such other Person as the Company has specified by prior written notice to the sending party.

(g)Business Days.  If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the immediately following Business Day.

(h)Conflict with Shareholders’ Agreement.  In the event of a conflict between any provision of this Agreement and a provision of the Shareholders’ Agreement, the parties agree that the Shareholders’ Agreement shall prevail.

(i)Governing Law.  This Agreement and any transaction contemplated in this Agreement (including issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would cause the application of the laws of any jurisdiction other than the State of New York.

(j)MUTUAL WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(k)CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT IN THE BOROUGH OF MANHATTAN IN THE CITY, COUNTY AND STATE OF NEW YORK, UNITED STATES OF AMERICA, IN

24

ANY LEGAL SUIT, ACTION OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUIT OR PROCEEDING MAY BE DETERMINED IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM OR OBJECTIONS TO PERSONAL JURISDICTION WITH RESPECT TO THE MAINTENANCE OF SUCH LEGAL SUIT, ACTION OR PROCEEDING. THE COMPANY AGREES THAT SERVICE OF PROCESS UPON CT CORPORATION SYSTEM AT 28 LIBERTY STREET, NEW YORK, NEW YORK 10005 (OR SUCH OTHER ADDRESS AS THE COMPANY MAY NOTIFY TO THE HOLDERS), AND WRITTEN NOTICE OF SAID SERVICE TO THE COMPANY SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY IN ANY SUCH LEGAL SUIT, ACTION OR PROCEEDING. EACH HOLDER AGREES THAT SERVICE OF PROCESS BY U.S. REGISTERED MAIL TO SUCH HOLDER’S RESPECTIVE ADDRESS SET FORTH ON THE SCHEDULE OF INVESTORS (OR SUCH OTHER ADDRESS AS THE RELEVANT HOLDER MAY NOTIFY TO THE COMPANY), AND WRITTEN NOTICE OF SAID SERVICE TO THE COMPANY SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH HOLDER IN ANY SUCH LEGAL SUIT, ACTION OR PROCEEDING.

(l)Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

(m)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(n)Counterparts.  This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

(o)Electronic Delivery.  This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, may be executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act, and any such agreement or instrument so delivered shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

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(p)Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

* * * * *

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

IHS HOLDING LIMITED

By:

Name:

Its:

[Signature Page to Registration Rights Agreement]

Towers One Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Towers Two Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Towers Three Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

ECPIV-IHS Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

ECP IHS (Mauritius) Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Emerging Capital Associates III LLC
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

ECP Manager LP
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Africa Telecom Towers S.C.S.
represented by its general partner, Oranje-Nassau GP S.à r.l., itself represented by:
By:
	Name:
	Title:	Manager
By:
	Name:
	Title:	Manager

[Signature Page to Registration Rights Agreement]

Oranje-Nassau Développement S.C.A., FIAR
represented by its sole manager, Wendel Luxembourg S.A., itself represented by:
By:
	Name:
	Title:	Director
By:
	Name:
	Title:	Director

[Signature Page to Registration Rights Agreement]

ELQ Investors VIII Ltd
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Mobile Telephone Networks (Netherlands) B.V.
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

KOREA INVESTMENT CORPORATION, a
statutory juridical corporation established
under the Korea Investment Corporation Act of
the Republic of Korea, acting in its capacity as
agent of the Ministry of Economy and Finance
of the Republic of Korea
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Warrington Investment Pte. Ltd.
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

International Finance Corporation
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

IFC Global Infrastructure Fund LP
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

AIIF2 Towers Mauritius
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Ninety One SA Proprietary Limited, in its capacity as investment manager and agent for and on behalf of Ninety One Fund Managers SA (RF) Proprietary Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Ninety One Africa Frontier Private Equity Associate Fund LP represented by its general partner, Ninety One Africa Frontier Private Equity Fund GP Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Ninety One Africa Frontier Private Equity Fund LP represented by its general partner, Ninety One Africa Frontier Private Equity Fund GP Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Ninety One Africa Private Equity Fund 2 LP represented by its general partner, Ninety One Africa Private Equity Fund 2 GP LP, acting through its general partner Ninety One Africa Private Equity Fund 2 GP Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

UBC Services, Inc.
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

African Tower Investment Limited
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Sam Darwish
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Mohamad Darwish
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

William Saad
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Mustafa Tharoo
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Adam Walker
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Steve Howden
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

David Ordman
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

Ayotade Oyinlola
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

SCHEDULE A

Schedule of Investors

Name	Address
Towers One Limited	Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius
Towers Two Limited	Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius
Towers Three Limited	Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius
ECPIV-IHS Limited	Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius
ECP IHS (Mauritius)	Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius
Emerging Capital Associates III LLC	1909K Street, NW, Suite 340, Washington, DC 20006
ECP Manager LP	1909K Street, NW, Suite 340, Washington, DC 20006
Africa Telecom Towers S.C.S.	5, rue Pierre d’Aspelt, 1142 Luxembourg, Grand Duchy of Luxembourg
Oranje-Nassau Développement S.C.A., FIAR	5, rue Pierre d’Aspelt, 1142 Luxembourg, Grand Duchy of Luxembourg
ELQ Investors VIII Ltd.	Plumtree Court, 25 Shoe Lane, London, United Kingdom, EC4A 4AU, with a copy to: Thomas Kelly, e-mail: Tom.Kelly@gs.com.
Mobile Telephone Networks (Netherlands) B.V.	Westerdoksdijk 423, 1013 BX Amsterdam, The Netherlands with a copy to: MTN Group Limited, 216 14th Avenue, Fairland, Johannesburg, 2195, South Africa; e-mail: legalnotices@mtn.com

59

Korea Investment Corporation	17-19th Floor, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul 04631, Republic of South Korea
Warrington Investment Pte. Ltd.	168 Robinson Road, #37-01 Capital Tower, Singapore 068912, Singapore
International Finance Corporation	2121 Pennsylvania Avenue, NW Washington, DC 20433, United States
IFC Global Infrastructure Fund LP	2121 Pennsylvania Avenue, NW Washington, DC 20433, United States
AIIF2 Towers Limited	c/o IQ EQ Fund Services (Mauritius) Ltd, 33 Edith Cavell Street, Port-Louis 11324, Mauritius
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.	Anna van Saksenlaan 71, 2593 HW The Hague, The Netherlands
Ninety One Fund Managers SA (RF) Proprietary Limited	36 Hans Strijdom Avenue, Foreshore, Cape Town, Western Cape 8001, South Africa
Ninety One Africa Frontier Private Equity Associate Fund LP	1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT
Ninety One Africa Frontier Private Equity Fund LP	1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT
Ninety One Africa Private Equity Fund 2 LP	1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT
UBC Services Inc.	Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands
African Tower Investment Limited	1st Floor, Felix House, 24 Dr Joseph Riviere Street, Port Louis, Mauritius
Sam Darwish	1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius
Mohamad Darwish	1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius
William Saad	1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius
Adam Walker	1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom

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Steve Howden	1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom
David Ordman	1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius
Ayotade Oyinlola	1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom

61

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of [•], 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among IHS Holding Limited, a private company incorporated in accordance with the laws of Mauritius (including any successors, the “Company”), and the other person named as parties therein.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s Ordinary Shares shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein. The Company is directed to add the address below the undersigned’s signature on this Joinder to the Schedule of Investors attached to the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the                day  of                 , 20    .

	Signature of Shareholder
	Print Name of Shareholder
	Title:
	Address:
Agreed and Accepted as of
, 20
IHS Holding Limited
By:
Name:
Title:

62

EX-2.3

Exhibit 2.3

SHAREHOLDERS AGREEMENT OF

IHS HOLDING LIMITED

THIS SHAREHOLDERS AGREEMENT, dated as of 13 October 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including any successors and assigns thereof, the “Company”) and each of the shareholders identified on Schedules 1 and 2 attached hereto (each an “Initial Locked-up Shareholder” and, together with the Locked-Up Transferees (as defined below), the “Locked-up Shareholders”) .

WHEREAS, the Locked-up Shareholders understand that the Company is considering an initial public offering in the United States (the “Offering”) of ordinary shares in the Company (the “Shares”) and listing on the New York Stock Exchange, and have agreed to certain restrictions on their ability to sell or otherwise transfer their Subject Shares in order to facilitate the Offering.

WHEREAS, the Locked-up Shareholders and the Company have agreed that MTN and the Management Shareholders shall have certain preferential rights to sell its Shares as described in this Agreement.

WHEREAS, in order to facilitate the Offering, the Company intends to (a) be removed from the register of companies maintained by the Registrar of Companies in Mauritius and become registered by way of continuation as an exempted company limited by shares under the Companies Act of the Cayman Islands; and (b) redesignate all of the existing Class A ordinary shares and Class B ordinary shares of the Company as Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Locked-up Shareholders agree as follows:

Unless the context otherwise requires, capitalized terms used herein shall have the meaning given to them in Section 9.

1. Preferential Sell-Down in the Offering and Over-Allotment Option.

(a) The Locked-up Shareholders and the Company hereby agree that MTN shall have the right to sell all or a portion of the MTN Non-Voting Shares in the Offering and the Over-Allotment Option in preference to any sale of Shares by the other Locked-up Shareholders (provided that the MTN Non-Voting Shares shall be sold pro rata in the Offering and the Over-Allotment Option with respect to Shares held by the Management Shareholders in accordance with Section 1(b)) (the “MTN Preferential Arrangements”).

(b) Management Shareholders shall be entitled to sell pro rata with MTN in the Offering and the Over-Allotment Option Shares equal to an aggregate amount which is no more than 0.5% of the total Shares to be outstanding following the Offering (the “Management Preferential Arrangements”). For the purposes of this Agreement, the number of Shares held by such Management Shareholders

immediately prior to the Offering shall be deemed to consist of the number of Shares received by such Management Shareholders upon the Offering pursuant to the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions).

(c) Subject to the MTN Preferential Arrangements described in Section 1(a) and the Management Preferential Arrangements described in Section 1(b), all Locked-up Shareholders shall be entitled to participate in the Offering, including in the Over-Allotment Option, on a pro rata basis.

2. Lock-Up.

(a) The Locked-up Shareholders and the Company hereby agree, severally and not jointly, that, effective as of the date of the pricing of the Offering (the “Pricing Date”), each Locked-up Shareholder will not directly or indirectly: (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of its Subject Shares, except:

(i) during the period commencing on the date that is the day following six (6) months following the Pricing Date and ending on the date that is twelve (12) months following the Pricing Date (the “First Sale Period”):

A. the Additional MTN Non-Voting Shares shall be Unblocked and MTN shall be entitled to sell all or a portion of the Additional MTN Non-Voting Shares in preference to any other Locked-up Shareholders in accordance with the procedures set forth in the Registration Rights Agreement; and

B. after MTN has elected whether or not to sell its Additional MTN Non-Voting Shares (or a portion thereof) in priority to the other Locked-up Shareholders during the First Sale Period, each Locked-up Shareholder’s Pro Rata Share of the Block A Shares shall be Unblocked and may be sold by such Locked-up Shareholder. During the first eighteen (18) months following the Pricing Date, any Block A Shares and any Additional MTN Non-Voting Shares may only be sold by Locked-up Shareholders in one or more Registered Offerings. After the date that is eighteen (18) months following the Pricing Date, any Block A Shares and the Additional MTN Non-Voting Shares may be sold without restriction, subject to compliance with securities laws. Any such sales of Block A Shares and the Additional MTN Non-Voting Shares shall be permitted in addition to, and without limiting, any other sales of Shares permitted at the applicable time under the other provisions of this Agreement.

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For the avoidance of doubt:

(1) nothing in Section 2(a)(i)(A) shall prevent one or more Locked-up Shareholders from requesting a Demand Registration (as such term is defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement prior to the date on which MTN makes an election whether or not to sell any of its Additional MTN Non-Voting Shares in a registered offering; and

(2) any Locked-Up Shareholder (other than MTN) may include in any request for a Demand Registration or a request for inclusion in a Demand Registration made in accordance with the terms of the Registration Rights Agreement a maximum number of shares equal to its Locked-up Shareholder’s Pro Rata Shares of the Block A shares assuming that the Additional Sold MTN Non-Voting Shares in the offering pursuant to such Demand Registration is equal to zero.

MTN shall make its election whether to sell all or a portion of the Additional MTN Non-Voting Shares in preference to any other Locked-up Shareholders in connection with each Demand Registration during the First Sale Period. MTN shall, no later than three Business Days prior to the date on which the price range prospectus is intended to be filed (as notified by the Company to MTN in a notice specifying such price range at least five Business Days prior to such filing; provided that the Company shall also notify MTN of an indicative price range at least eight Business Days prior to such filing)  in connection with such Demand Registration, notify the Company and each of the other Locked-up Shareholders in writing whether it is exercising its priority sale right with respect to such offering, failing which MTN shall be deemed not to have exercised such right.

(ii) during the period commencing on the date that is the day following twelve (12) months following the Pricing Date and ending on the date that is eighteen (18) months following the Pricing Date (the “Second Sale Period”), an additional 20% of the Post Greenshoe Shares (rounded up to the nearest whole share) (the “Block B Shares”) shall be Unblocked, and each Locked-up Shareholder may sell its Locked-up Shareholder’s Pro Rata Share (or any portion thereof) of the Block B Shares solely pursuant to a Registered Offering. After the date that is eighteen (18) months following the Pricing Date, Block B Shares may be sold without restriction, subject to compliance with securities laws. Any such sales of Block B Shares shall be permitted in addition to, and without limiting, any other sales of Shares

3

permitted at the applicable time under the other provisions of this Agreement;

(iii) during the period commencing on the date that is the day following eighteen (18) months following the Pricing Date and ending on the date that is twenty-four (24) months following the Pricing Date (the “Third Sale Period”), an additional 20% of the Post Greenshoe Shares (rounded up to the nearest whole share) (the “Block C Shares”) shall be Unblocked, each Locked-up Shareholder may sell its Locked-up Shareholder’s Pro Rata Share (or any portion thereof) of the Block C Shares solely pursuant to a Registered Offering. After the date that is twenty-four (24) months following the Pricing Date, Block C Shares may be sold without restriction, subject to compliance with securities laws. Any such sales of Block C Shares shall be permitted in addition to, and without limiting, any other sales of Shares permitted at the applicable time under the other provisions of this Agreement;

(iv) during the period commencing on the date that is the day following twenty-four (24) months following the Pricing Date and ending on the date that is thirty (30) months following the Pricing Date (the “Final Sale Period”), an additional 20% of the Post Greenshoe Shares (rounded up to the nearest whole share) (the “Block D Shares”) shall be Unblocked, and each Locked-up Shareholder may sell its Locked-up Shareholder’s Pro Rata Share (or any portion thereof) of the Block D Shares without restriction, subject to compliance with securities laws. Any such sales of Block D Shares shall be permitted in addition to, and without limiting, any other sales of Shares permitted at the applicable time under the other provisions of this Agreement;

(v) at any time after the date that is thirty (30) months following the Pricing Date (the period beginning on the Pricing Date until such date, the “Lock-up Period”) each Locked-up Shareholder may sell any remaining Subject Shares without restriction, subject to compliance with applicable securities laws.

(b) The parties hereto acknowledge and agree that:

(i) for the avoidance of doubt, and without prejudice to Section 2(a)(v), to the extent that a Locked-up Shareholder has remaining unsold:

A. Block A Shares (or any portion thereof) during the First Sale Period, such Locked-up Shareholder shall be permitted to sell such unsold Block A Shares alongside its Block B Shares (or any portion thereof) during the Second Sale Period;

B. Block A Shares and/or Block B Shares (or, in each case, any portion thereof) during the Second Sale Period, such Locked-up

4

Shareholder shall be permitted to sell such unsold Block A Shares and/or Block B Shares (or, in each case, any portion thereof) alongside its Block C Shares (or any portion thereof) during the Third Sale Period; and

C. Block A Shares, Block B Shares and/or Block C Shares (or, in each case, any portion thereof) during the Third Sale Period, such Locked-up Shareholder shall be permitted to sell such unsold Block A Shares, Block B Shares and/or Block C Shares (or, in each case, any portion thereof) alongside its Block D Shares (or any portion thereof) during the Final Sale Period.

For the purposes of this Section 2(b)(i) only:

A. the “Block A Shares” shall be deemed to include the Additional MTN Non-Voting Shares;

B. if the Management Shareholders receive the First Tranche Deferred Shares during the First Sale Period, the “Block A Shares” shall also be deemed to include the First Tranche Deferred Shares;

C. if the Management Shareholders receive the First Tranche Deferred Shares during the Second Sale Period, the “Block B Shares” shall be deemed to include the First Tranche Deferred Shares; and

D. if the Management Shareholders receive the Second Tranche Deferred Shares during the Third Sale Period, the “Block C Shares” shall be deemed to include the Second Tranche Deferred Shares.

(ii) In respect of any Cutbacks: (i) the Company shall notify all Locked-up Shareholders of the intention to undertake any such Cutbacks promptly upon receiving notice from the Underwriters that a potential Cutback is being contemplated, and in any event prior to the commencement of any Cutback; and (ii) any Cutbacks to the Shares included in any Registered Offering shall be made on a pro rata basis by reference to (a) the number of Unblocked Shares such Locked-up Shareholder elects to sell in such Registered Offering (subject, in the First Sale Period, to the MTN Preferential Arrangements), or (b) in the case of the Offering and Over-Allotment Option, the number of Shares such Locked-up Shareholder elected to sell in the Offering and Over-Allotment Option (subject to the MTN Preferential Arrangements and the Management Preferential Arrangements).

(iii) The foregoing restrictions are expressly agreed to preclude each of the Locked-up Shareholders from engaging, at any time during the Lock-up Period, in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Subject Shares in violation of the foregoing restrictions even if such

5

Subject Shares would be disposed of by someone other than the Locked-up Shareholders. Such prohibited hedging or other transactions shall include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Subject Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Subject Shares.

(iv) Notwithstanding anything to the contrary set forth in this Agreement or any of the agreements contemplated hereunder, none of the provisions of any such agreements shall in any way limit any Locked-up Shareholder (or any of its respective Affiliates) from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principalling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business, nor shall any restrictions contained in any such agreements apply to any shares (or any securities convertible into or exercisable or exchangeable for shares) held by any Locked-up Shareholder (or any of its respective Affiliates) other than the Subject Shares and only until such Subject Shares are subsequently transferred in a manner consistent with the terms hereof.

(c) Notwithstanding the provisions of Sections 2(a) and 2(b), at any time following the Pricing Date any Locked-up Shareholder shall be entitled to distribute, transfer or otherwise dispose of any remaining Subject Shares to any of its Affiliates (each such transferee, a “Permitted Shareholder Transferee”), provided that, subject to Section 2(j), each Permitted Shareholder Transferee shall: (i) execute an Accession Agreement and agree to be bound by the terms of this Agreement applicable to such Locked-up Shareholder; and (ii) become subject to any applicable lock-up provisions in effect at the time of such distribution that would require such Permitted Shareholder Transferee to sign a lock-up in connection with such distribution, and provided further that each such distribution, transfer or disposal shall be carried out in accordance with applicable law and the distributing Locked-up Shareholder undertakes to and shall indemnify and hold the Company and each other Locked-up Shareholder harmless from and against all Losses (other than in relation to taxation) suffered or incurred by them in respect of, arising out of, or in any way connected with any failure by such Locked-up Shareholder to carry out such distribution, transfer or disposal in accordance with applicable law. In addition, no Locked-up Shareholder may transfer Subject Shares to a Permitted Shareholder Transferee during the period following the Pricing Date and prior to the end of the Final Sale Period unless such Permitted Shareholder Transferee accedes to the Registration Rights Agreement.

(d) The Permitted Shareholder Transferees shall be deemed to include in addition, (i) in respect of MTN: (a) any entities controlled by MTN Group Limited; and (b) any shareholder of MTN Group Limited holding five percent (5%) or more of the outstanding share capital of MTN Group Limited at the time of the Offering notified by MTN to the Company in writing on or about the date of this Agreement; (ii) in

6

respect of Wendel, (a) any entities controlled by Wendel SE and (b) the limited partners of Africa Telecom Towers S.C.S., notified by Wendel to the Company in writing on or about the date of this Agreement; and (iii) in respect of any other Locked-up Shareholder, any person notified by such Locked-up Shareholder to the Company in writing on or about the date of this Agreement.

(e) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that if Wendel or ECP transfers any Subject Shares to a transferee other than an Affiliate in accordance with the provisions of this Agreement (including in the case of Wendel a limited partner of Africa Telecom Towers S.C.S.), the Subject Shares held by such transferee shall not be taken into account for the purposes of determining any director appointment rights pursuant to Section 4.

(f) Notwithstanding the provisions of Sections 2(a) and 2(b), any Locked-up Shareholder (including any Locked-Up Transferee) shall be entitled to transfer its Subject Shares without restriction to any Person if at any time following the date of this Agreement such Locked-up Shareholder or any of its Affiliates reasonably determines, or is informed by a governmental authority, that it is or may become impermissible under applicable law for such Locked-up Shareholder to continue to hold any of its Subject Shares.

(g) Notwithstanding the provisions of Sections 2(a) and 2(b), any Subject Shares held by a Locked-up Shareholder holding Subject Shares representing less than two percent (2%) of the Company’s Shares following the date that is twenty-four (24) months following the Pricing Date shall be Unblocked, and all restrictions in this Agreement as they apply to such Locked-up Shareholder shall be deemed to have lapsed on such date.

(h) Notwithstanding the provisions of Sections 2(a) and 2(b), at any time following the date that is six (6) months following the Pricing Date, each Locked-up Shareholder (including, for the avoidance of doubt, any of its Permitted Shareholder Transferees) shall be entitled to sell its remaining Subject Shares (or any portion thereof) in one or more private transactions exempt from the registration requirements of the Securities Act (other than pursuant to Rule 144 thereunder), provided that (1) each purchaser in such private transaction executes: (i) an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, (including, for the avoidance of doubt, the provisions of Section 2 applicable to such Locked-up Shareholder (and their respective Permitted Shareholder Transferees)); and (ii) an accession agreement to the Registration Rights Agreement and agrees to be bound by the terms of the Registration Rights Agreement applicable to such Locked-up Shareholder, and (2) the purchase price in such private transaction is equal to or greater than the lesser of (i) the last 30-day volume-weighted average price of the Shares on the New York Stock Exchange less ten percent (10%); and (ii) if the pricing of a Registered Offering has taken place within such 30-day period, the offering price in such Registered Offering (net of underwriting discount, fees and expenses).

7

(i) Notwithstanding the provisions of Sections 2(a) and 2(b), following the date that is twenty-four (24) months following the Pricing Date, each Locked-up Shareholder that is still subject to the restrictions in this Agreement may distribute in kind up to fifty percent (50%) of its remaining Subject Shares to its direct or indirect shareholders or general partners or limited partners by way of one or more dividends or distributions provided that each such distribution shall be carried out in accordance with applicable law and the distributing Locked-up Shareholder undertakes to and shall indemnify and hold the Company and each other Locked-up Shareholder harmless from and against all Losses (other than in relation to taxation) suffered or incurred by them in respect of, arising out of, or in any way connected with any failure by such Locked-up Shareholder to carry out such distribution or dividend in accordance with applicable law. To the extent that Wendel or MTN consummates such a distribution:

(i) Wendel Participation, an Affiliate of Wendel, shall execute an Accession Agreement and shall be bound by the terms of this Agreement to the extent Subject Shares are distributed to Wendel Participation;

(ii) any shareholder of MTN Group Limited holding five percent (5%) or more of the outstanding share capital of MTN Group Limited at the time of the Offering, as notified by MTN to the Company in accordance with Section (d), shall execute an Accession Agreement and agree to be bound by the terms of this Agreement, to the extent Subject Shares are distributed to such shareholder of MTN Group Limited;

(iii) all other shareholders of Wendel or MTN that receive Subject Shares from Wendel or MTN (respectively, as applicable) pursuant to this Section 2(i) shall receive freely tradable Shares (other than restrictions arising by operation of law, including under the Securities Act). Any shareholders of Wendel or MTN that receive Subject Shares pursuant to this Section 2(i) will be subject to any applicable underwriter lock-up provisions in effect at the time of such distribution that would require such shareholders to sign a lock-up in connection with such distribution; and

(iv) following the public announcement of any such distribution, neither Wendel nor MTN shall be required by the Company to enter into any additional lock-up agreement that would restrict any such distribution contemplated by this Section 2(i) or any sale of Shares.

(j) Exceptions. Notwithstanding the restrictions set forth in Sections 2(a) and 2(b), each of the Locked-up Shareholders may (a) (subject to the MTN Preferential Arrangements and the Management Preferential Arrangements) participate in the Offering and the Over-Allotment Option and may transfer its Subject Shares to the underwriters pursuant to the Underwriting Agreement; and (b) subject to any other lock-up restrictions agreed to by that Locked-up Shareholder with the Underwriters in connection with the Offering or any other Registered Offering, at any time after the Offering transfer its Subject Shares:

8

(i) to any beneficiary of such Locked-up Shareholder pursuant to a will, other testamentary document or intestate succession to the legal representatives, heirs, beneficiaries or immediate family members of such Locked-up Shareholder, provided that the donee or donees, beneficiary or beneficiaries, heir or heirs or legal representatives thereof execute an Accession Agreement and agree to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value;

(ii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Locked-up Shareholder or the immediate family of such Locked-up Shareholder, provided that the trustee of the trust or the partnership or the limited liability company or other entity executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value;

(iii) to any immediate family member or other dependent, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value;

(iv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iii) above, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder;

(v) as collateral in accordance with and subject to the terms and conditions of a loan agreement and any related pledge and security agreements, and following any subsequent transfer upon foreclosure on such collateral Subject Shares pledged in accordance with and subject to the terms and conditions of such loan agreement and any related pledge and security agreements, provided that each applicable lender party that forecloses on such collateral Subject Shares shall execute an Accession Agreement and agree to be bound by the terms of this Agreement applicable to such Locked-up Shareholder; provided, however, that if a transfer in accordance with this section (v) occurs, the Locked-up Shareholder shall provide the Company prior written notice informing it of any public filing, report or announcement made by or on behalf of the Locked-up Shareholder with respect thereto, and provided further that if such Locked-up Shareholder is required to file a report under the Exchange Act during the Lock-up Period, such Locked-up Shareholder shall include a statement in any such report to the effect that such transfer is in connection with such pledge;

(vi) pursuant to an order of a court or regulatory agency or pursuant to a qualified domestic order or in connection with a divorce settlement,

9

provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder (to the extent permissible by law), and provided further that, if such Locked-up Shareholder is required to file a report under the Exchange Act, such Locked-up Shareholder shall include a statement in such report to the effect that the filing relates to the transfer of securities pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Shares unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority;

(vii) to the Company or its Affiliates upon death, disability or termination of employment, in each case, of such Locked-up Shareholder;

(viii) to the Company (A) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option expiring during the Lock-up Period to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), where any Shares received by such Locked-up Shareholder upon any such exercise will be subject to the terms of this Agreement, or (B) for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any option expiring during the Lock-up Period to purchase Shares or the vesting or settlement of any restricted stock or restricted stock unit awards granted by the Company pursuant to employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), in each case on a “cashless,” “net exercise” or “net settled” basis, where any Shares received by such Locked-up Shareholder upon any such exercise or vesting or settlement will be subject to the terms of this Agreement, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate the reason for such disposition and that such transfer of Shares was solely to the Company;

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control of the Company following the consummation of the transactions contemplated by the Underwriting Agreement, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Locked-up Shareholder’s Shares shall remain subject to the provisions of this Agreement, and provided further that “change of control” as used herein, shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and

10

13d-5 of the Exchange Act) of at least fifty one percent (51%) of total voting shares of the Company.

In the case of each transfer or distribution pursuant to clauses (i) through (ix) above, no public reports or filings reporting a reduction in beneficial ownership of Shares of the Company shall be required or shall be voluntarily made by the Locked-up Shareholder during the Lock-up Period, unless such public report or filing is required under the Exchange Act.

(k) The restrictions in Sections 2(a) and 2(b) may be waived or shortened, on a pro rata basis, among all Locked-up Shareholders by a sub-committee of the Board comprised of three (3) independent directors as determined under Rule 10A-3 under the Exchange Act, and any corresponding independence requirements of the New York Stock Exchange for audit committee members (the “Committee”). In determining whether to waive or shorten any restrictions in this Agreement, the Committee shall consider, among other things, market and trading conditions, non-binding guidance from the Locked-up Shareholders, and advice from a qualified investment bank with equity capital markets operations.

(l) Each of the Locked-up Shareholders now has, and, except as contemplated by clauses 2(j)(i) through (ix) above, for the duration of this Agreement will have, good and marketable title to its Subject Shares, free and clear of all liens, encumbrances, and claims whatsoever. Each Locked-up Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of its Subject Shares except in compliance with the foregoing restrictions in this Section 2.

(m) The restrictions described in this Section 2 shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that no transfers occur under such plan in violation of this Agreement.

(n) For each Offering, MTN and Wendel shall have the right to jointly nominate for appointment one bookrunner (any such bookrunner, a “Shareholder Bookrunner”), and the Company shall appoint such Shareholder Bookrunner, provided that the Shareholder Bookrunner shall work in good faith to coordinate with the other appointed bookrunners, and provided further that such other appointed bookrunners shall work in good faith to coordinate with the Shareholder Bookrunner.

(o) Notwithstanding Sections 2(a) and 2(b), if the Management Shareholders receive:

(i) the First Tranche Deferred Shares at any time during:

A. the First Sale Period, then:

(1) 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the First Sale Period, and each Management Shareholder may sell

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such Unblocked Shares without restriction solely pursuant to a Registered Offering. After the date that is eighteen (18) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

(2) an additional 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Second Sale Period, and each Management Shareholder may sell such Unblocked Shares solely pursuant to a Registered Offering. After the date that is eighteen (18) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

(3) an additional 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Third Sale Period, and each Management Shareholder may sell such Unblocked Shares solely pursuant to a Registered Offering. After the date that is twenty-four (24) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

(4) an additional 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Final Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, subject to compliance with securities laws; and

(5) at any time after the expiry of the Lock-up Period, each Management Shareholder may sell any remaining First Tranche Deferred Shares without restriction, subject to compliance with applicable securities laws;

B. the Second Sale Period (but not during the First Sale Period), then:

(1) 40% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Second Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, solely pursuant to a Registered Offering. After the date that is eighteen (18) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

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(2) an additional 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Third Sale Period, and each Management Shareholder may sell such Unblocked Shares solely pursuant to a Registered Offering. After the date that is twenty-four (24) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

(3) an additional 20% of the First Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Final Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, subject to compliance with securities laws; and

(4) at any time after the expiry of the Lock-up Period, each Management Shareholder may sell any remaining First Tranche Deferred Shares without restriction, subject to compliance with applicable securities laws;

(ii) the Second Tranche Deferred Shares at any time during:

A. the Third Sale Period, then:

(1) 60% of the Second Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Third Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, solely pursuant to a Registered Offering. After the date that is twenty four (24) months following the Pricing Date, such Unblocked Shares may be sold without restriction, subject to compliance with securities laws;

(2) an additional 20% of the Second Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the Final Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, subject to compliance with securities laws; and

(3) at any time after the expiry of the Lock-up Period, each Management Shareholder may sell any remaining Second Tranche Deferred Shares without restriction, subject to compliance with applicable securities laws;

B. the Final Sale Period (but not during the Third Sale Period), then:

(1) 80% of the Second Tranche Deferred Shares received by each Management Shareholder shall be Unblocked in the

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Final Sale Period, and each Management Shareholder may sell such Unblocked Shares without restriction, subject to compliance with securities laws; and

(2) at any time after the expiry of the Lock-up Period, each Management Shareholder may sell any remaining Second Tranche Deferred Shares without restriction, subject to compliance with applicable securities laws.

For the avoidance of doubt:

(i) the First Tranche Deferred Shares and the Second Tranche Deferred Shares shall constitute Subject Shares;

(ii) save as expressly provided in Section 2(b)(i), the First Tranche Deferred Shares and the Second Tranche Deferred Shares shall not constitute Block A Shares, Block B Shares, Block C Shares or Block D Shares;

(iii) any sales of any First Tranche Deferred Shares and/or Second Tranche Deferred Shares shall be permitted in addition to, and without limiting, any other sales of Shares permitted at the applicable time under the other provisions of this Agreement; and

(iv) any First Tranche Deferred Shares and/or Second Tranche Deferred Shares included in any Registered Offering shall be subject to Cutbacks on a pro rata basis in accordance with Section 2(b)(iii).

3. Representations and Warranties of the Company.

The Company represents and warrants to each Locked-up Shareholder that, as of the date hereof the Company is a corporation duly organized, validly existing and in good standing under the laws of Mauritius.

4. Director Designation.

(a) The majority of the Board shall, immediately prior to the Offering and at all times following the Offering, be comprised of directors who qualify as “independent directors” (or any such analogous term) under the rules of the New York Stock Exchange. For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Board will consist of a minimum of 5 and a maximum of 15 directors.

(b) For so long as Wendel and its Affiliates beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding Shares, Wendel shall be entitled to designate one (1) director for nomination by the Board from time to time (the “Wendel Director”).

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(c) For so long as ECP and its Affiliates beneficially own, directly or indirectly, in the aggregate at least ten percent (10%) of all issued and outstanding Shares, ECP shall be entitled to designate one (1) director for nomination by the Board from time to time (the “ECP Director”).

5. Vacancies and Replacements.

(a) If Wendel ceases to have the right to designate the Wendel Director pursuant to Section 4(b) (a “Cessation in Designation Rights of Wendel”), then:

(i) unless a majority of directors agree in writing that the Wendel Director shall not resign as a result of a Cessation in Designation Rights of Wendel, Wendel shall use its best efforts to cause the Wendel Director to offer to tender his or her resignation, and the Wendel Director so tendering a resignation shall resign within thirty (30) days from the date that Wendel incurs a Cessation in Designation Rights of Wendel. In the event the Wendel Director does not resign as a director by such time as is required by the foregoing, Wendel, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Company, shall thereafter take all Necessary Action to cause the removal of such individual as a director; and

(ii) the vacancy or vacancies created by such resignation and/or removal shall be filled with one or more directors, as applicable, designated by the Board.

(b) (i) Wendel shall have the sole right to request that the Wendel Director tender his or her resignation as a director of the Board, with or without cause at any time, by sending a written notice to such Wendel Director and the Company’s General Counsel stating the name of the Wendel Director or Wendel Directors whose resignation from the Board is requested (the “Wendel Removal Notice”). If the Wendel Director subject to such Wendel Removal Notice does not resign within thirty (30) days from receipt thereof by such Wendel Director, Wendel, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Company, shall thereafter take all Necessary Action to cause the removal of such Wendel Director from the Board (and such Wendel Director shall only be removed by the parties to this Agreement in such manner as provided herein).

(ii) Wendel shall have the exclusive right to designate a replacement Wendel Director for nomination or election by the Board to fill vacancies created as a result of not designating the Wendel Director initially or by death, disability, retirement, resignation, removal (with or without cause) of the Wendel Director (other than in the event such removal is as a result of a Cessation in Designation Rights of Wendel), or otherwise by designating a successor for nomination or election by the Board to fill the vacancy of the Wendel Director created thereby on the terms and subject to the conditions of Section 2.

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(c) If ECP ceases to have the right to designate to the ECP Director pursuant to Section 4(c) (a “Cessation in Designation Rights of ECP”), then:

(i) unless a majority of directors agree in writing that the ECP Director shall not resign as a result of a Cessation in Designation Rights of ECP, ECP shall use its best efforts to cause the ECP Director to offer to tender his or her resignation, and the ECP Director so tendering a resignation shall resign within thirty (30) days from the date that ECP incurs a Cessation in Designation Rights of ECP. In the event the ECP Director does not resign as a director by such time as is required by the foregoing, ECP, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Company, shall thereafter take all Necessary Action to cause the removal of such individual as a director; and

(ii) the vacancy created by such resignation and/or removal shall be filled with one director designated by the Board.

(d) ECP shall have the sole right to request that the ECP Director tender his or her resignation as director of the Board, with or without cause at any time, by sending a written notice to such ECP Director and the Company’s General Counsel stating the name of the ECP Director whose resignation from the Board is requested (“ECP Removal Notice”). If the ECP Director subject to such ECP Removal Notice does not resign within thirty (30) days from receipt thereof by such ECP Director, ECP, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Company, shall thereafter take all Necessary Action to cause the removal of such ECP Director from the Board (and such ECP Director shall only be removed by the parties to this Agreement in such manner as provided herein).

(e) ECP shall have the exclusive right to designate a replacement ECP Director for nomination or election by the Board to fill the vacancy created as a result of not designating the ECP Director initially or by death, disability, retirement, resignation, removal (with or without cause) of the ECP Director (other than in the event such removal is as a result of a Cessation in Designation Rights of ECP), or otherwise by designating a successor for nomination or election by the Board to fill the vacancy of the ECP Director created thereby on the terms and subject to the conditions of Section 2.

6. Initial Directors.

The initial Wendel Director pursuant to Section 4 shall be Franck Dangeard. The initial ECP Director pursuant to Section 4 shall be Bryce Fort.

7. Consent Rights.

For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Company

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shall not take, and shall cause its subsidiaries and any of the Company’s controlled Affiliates not to take, any of the following actions without the approval of a resolution passed by a simple majority of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution:

(a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein);

(b) the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if (i) the Shares have, or will have upon issuance, voting power equal to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and

(c) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of the number of Shares or one percent (1%) of the voting power outstanding immediately prior to the issuance, to: (i) any (A) director, (B) officer or (C) beneficial owner, directly or indirectly, of five percent (5%) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary, Affiliate or other immediate relative of a Related Party or (iii) any entity in which a Related Party has a substantial direct or indirect interest, provided that, notwithstanding the foregoing, if the Related Party involved in the transaction is classified as such solely because such person is a Substantial Securityholder, and if the issuance relates to a sale of Shares for cash at a price at least as great as the Minimum Price, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issued, or unless the number of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) of the number of Shares or five percent (5%) of the voting power outstanding immediately prior to the issuance.

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8. Shareholder Meetings.

The parties hereto acknowledge and agree that any two or more Locked-up Shareholders together holding at least twenty five percent (25%) in aggregate of all issued and outstanding Shares shall be entitled, by notice in writing to the Company, to request that additional business be included in the agenda for any general meeting of the Company and be subject to a vote by all shareholders of the Company. In order to be valid, any such notice shall be delivered by the relevant Locked-up Shareholders to the Company within twenty (20) Business Days of receipt by such Locked-up Shareholders of the notice convening such general meeting. The Company shall, within five (5) Business Days of receipt of any notice provided in accordance with this Section 8 and provided that such notice is not withdrawn, notify all of the shareholders of the Company of the additional agenda items for voting at the relevant general meeting.

9. Definitions.

For purposes hereof:

(a) “Accession Agreement” means an accession agreement to this Agreement substantially in the form set out in Schedule 3 (Form of Accession of Agreement).

(b) “Additional MTN Non-Voting Shares” means the lesser of:

(i) 50% of the total number of MTN Non-Voting Shares held by MTN immediately prior to the Offering; and

(ii) the total number of MTN Non-Voting Shares that remain after any sales of MTN Non-Voting Shares in the Offering and the Over-Allotment Option.

(c) “Additional Sold MTN Non-Voting Shares” means the number of Additional MTN Non-Voting Shares sold in the First Sale Period.

(d) “Affiliate” shall have the meaning given to it in Rule 405 under the Securities Act.

(e) “Block A Shares” means the number of Shares (rounded up to the nearest whole share) equal to (i) 20% of the Post Greenshoe Shares, less (ii) the Additional Sold MTN Non-Voting Shares.

(f) “Block B Shares” has the meaning given in Section 2(a)(ii).

(g) “Block C Shares” has the meaning given in Section 2(a)(iii).

(h) “Block D Shares” has the meaning given in Section 2(a)(iv).

(i) “Board” means the board of directors of the Company.

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(j) “Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

(k) “Cessation in Designation Rights of ECP” has the meaning given in Section 5(c).

(l) “Cessation in Designation Rights of Wendel” has the meaning given in Section 5(a).

(m) “Committee” has the meaning given in Section 2(k).

(n) “Company” has the meaning given in the Recitals.

(o) “Continuing Provisions” means Sections 1, 2, 4, 5, 9 and 10, all of which shall survive the termination of this Agreement (for the avoidance of doubt, with respect to obligations accrued prior to the date of such termination only) in accordance with Section 10(q).

(p) “control” has the meaning given to it in Rule 405 under the Securities Act and “controlled” and “controlling” shall be construed accordingly.

(q) “Cutback” means (i) any reduction in the number of Shares included in any Registered Offering where the underwriters advise that the number of shares requested to be included in the applicable Registered Offering exceeds the number that can be sold without significantly adversely impacting the offering price; and (ii) any unsold Shares remaining after completion of a Registered Offering (if applicable).

(r) “ECP” means Towers One Limited, Towers Two Limited, Towers Three Limited, ECPIV-IHS Limited, ECP IHS (Mauritius) Limited, Emerging Capital Associates III LLC and ECP Manager LP.

(s) “ECP Director” has the meaning given in Section 4(c).

(t) “ECP Removal Notice” has the meaning given in Section 5(d).

(u) “Equity Compensation Plan” means a plan or other arrangement that provides for the delivery of equity securities (either newly issued or treasury shares) of the Company to any employee, director or other service provider as compensation for services. Any compensatory grant of options or other equity securities that is not made under a plan is an “equity-compensation plan” for these purposes. The following are not “equity-compensation plans” (even if the brokerage and other costs of the plan are paid for by the Company): (i) plans that are made available to shareholders generally, such as a typical dividend reinvestment plan, (ii) plans that merely allow employees, directors or other service providers to elect to buy shares on the open market or from the Company for their current fair market value, regardless of whether (A) the shares are delivered immediately or on a deferred basis or (B) the payments for the shares are made directly or by giving up

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compensation that is otherwise due (for example, through payroll deductions), (iii) an employment inducement award (including grants to new employees or in connection with a merger, acquisition or similar transaction) or a grant of options or other equity-based compensation as a material inducement to a person or persons being hired by the Company or any of its subsidiaries, or being rehired following a bona fide period of interruption of employment, (iv) conversion, replacement or adjustment of outstanding options or other equity-compensation awards issued in connection with any merger, acquisition or similar transaction, (v) any equity compensation plan acquired by the Company as a result of a merger, acquisition or other transaction, (vi) plans intended to meet the requirements of Section 401(a) of the Internal Revenue Code (for example, employee stock ownership plans), (vii) plans intended to meet the requirements of Section 423 of the Internal Revenue Code, (viii) Parallel Excess Plans and (ix) equity-compensation plans that provide non-U.S. employees with substantially the same benefits as a comparable Section 401(a) plan, Section 423 plan or Parallel Excess Plan that the Company provides to its U.S. employees, but containing features necessary to comply with applicable foreign tax law.

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(w) “Final Sale Period” has the meaning given in Section 2(a)(iv).

(x) “First Sale Period” has the meaning given in Section 2(a)(i).

(y) “First Tranche Deferred Shares” means the Shares representing, in aggregate, up to 1.25% of the entire issued share capital of the Company received by the Management Shareholders pursuant to the LTIP after 31 December of the calendar year in which the Offering occurs.

(z) “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin.

(aa) “Initial Locked-up Shareholders” has the meaning given in the Recitals.

(bb) “Initial Shares” means a number equal to the sum of all of the Locked-up Shareholder’s Initial Shares held by all Initial Locked-up Shareholders.

(cc) “Lock-up Period” has the meaning given in Section 2(a)(v).

(dd) “Locked-up Shareholder” has the meaning given in the Recitals.

(ee) “Locked-up Shareholder’s Initial Shares” means:

(i) in respect of any Initial Locked-up Shareholder other than (A) MTN or (B) any Management Shareholder, the number of Shares held by that Locked-up Shareholder immediately prior to the Offering less the number of Shares sold by that Locked-Up Shareholder in the Offering (including pursuant to the Over-Allotment Option);

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(ii) in respect of any Management Shareholder, such Management Shareholder’s portion of the total number of Shares to be received by the Management Shareholders upon the Offering pursuant to the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions) less any Shares that such Management Shareholder has sold in the Offering (including pursuant to the Over-Allotment Option); and

(iii) in respect of MTN, the number of Shares held by MTN immediately prior to the Offering less (A) the number of Shares sold by MTN in the Offering (including pursuant to the Over-Allotment Option); and (B) the number of Additional MTN Non-Voting Shares.

(ff) “Locked-up Shareholder’s Post Greenshoe Shares” means:

(i) in respect of any Initial Locked-up Shareholder other than (A) MTN or (B) any Management Shareholder, the number of Shares held by that Initial Locked-up Shareholder immediately prior to the Offering less the number of Shares sold by that Locked-Up Shareholder in the Offering (including pursuant to the Over-Allotment Option);

(ii) in respect of any Management Shareholder, such Management Shareholder’s portion of the total number of Shares to be received by the Management Shareholders upon the Offering pursuant to the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions) less any Shares that such Management Shareholder has sold in the Offering (including pursuant to the Over-Allotment Option); and

(iii) in respect of MTN, the number of Shares held by MTN immediately prior to the Offering less the number of Shares sold by MTN in the Offering (including pursuant to the Over-Allotment Option).

(gg) “Locked-up Shareholder’s Pro Rata Share” means, with respect to each Locked-up Shareholder, the percentage calculated as of each relevant calculation date as:

(i) in respect of any Locked-up Shareholder other than (A) MTN, (B) any Management Shareholder or (C) any Locked-Up Transferee, a number equal to (x) (1) the number of Shares held by such Locked-up Shareholder immediately prior to Offering less (2) the number of Shares sold by that Locked-Up Shareholder in the Offering (including pursuant to the Over-Allotment Option) and (3) any Transferred Shares it has disposed of to Locked-Up Transferees as of the relevant calculation date, divided by (y) the Initial Shares;

(ii) in respect of any Management Shareholder, a number equal to (A) (x) such Management Shareholder’s portion of the total number of Shares to be received by the Management Shareholders upon the Offering pursuant to

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the terms of the LTIP (excluding, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions), less (y) (1) any Shares that such Management Shareholder has sold in the Offering (including pursuant to the Over-Allotment Option) and (2) any Transferred Shares it has disposed of to Locked-Up Transferees as of the relevant calculation date, divided by (B) the Initial Shares;

(iii) in respect of MTN, a number equal to (A) (x) the number of Shares held by MTN immediately prior to the Offering less (y) (1) the number of Shares sold by MTN in the Offering (including pursuant to the Over-Allotment Option), (2) the number of Additional MTN Non-Voting Shares and (3) any Transferred Shares it has disposed of to Locked-Up Transferees as of the relevant calculation date, divided by (B) the Initial Shares; and

(iv) in respect of any Locked-Up Transferee, a number equal to (A) (x) the number of Shares it holds immediately after receiving the relevant Transferred Shares, less (y) any Transferred Shares it has disposed of to other Locked-Up Transferees as of the relevant calculation date, divided by (B) the Initial Shares.

A Locked-up Shareholder’s Pro Rata Share shall be recalculated (or calculated, in the case of a Locked-Up Transferee that is not already party to this Agreement) immediately after each transfer of ordinary Shares to a Locked-Up Transferee, in order to give effect to the transfer of sale rights pursuant to such transfer.

(hh) “Locked-Up Transferee” means any person who receives Transferred Shares and is required to comply with the sell-down arrangements contained in this Agreement.

(ii) “Losses” means any and all losses, liabilities, actions and claims, including charges, costs, damages, fines, penalties, interest and all legal and other professional fees and expenses including, in each case, all related taxes.

(jj) “LTIP” means the Company’s long term incentive plan that was in place prior to the Offering.

(kk) “Management Preferential Arrangements” has the meaning given in Section 1(b).

(ll) “Management Shareholders” means each of the shareholders identified on Schedule 2 attached hereto.

(mm) “Material Revision” of an Equity Compensation Plan means the following: (i) a material increase in the number of shares available under the plan (other than an increase solely to reflect a reorganization, sub-division of shares, merger, spin-off or similar transaction), (ii) if a plan contains a formula for automatic increases in the shares available or for automatic grants pursuant to a formula, each such increase or grant will be considered a revision requiring consent pursuant to Section 7 unless the plan has a term of not more than ten (10) years (such a plan, a

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“Formula Plan”), (iii) an expansion of the types of awards available under the plan, (iv) a material expansion of the class of employees, directors or other service providers eligible to participate in the plan, (v) a material extension of the term of the plan, (vi) a material change to the method of determining the strike price of options under the plan, including but not limited to a change in the method of determining “fair market value” from the closing price on the date of grant to the average of the high and low price on the date of grant and (vii) the deletion or limitation of any provision prohibiting repricing of options. Any curtailment, rather than expansion, of the scope of an Equity Compensation Plan is not a Material Revision thereof. Grants pursuant to a Formula Plan are (1) annual grants to directors of restricted stock having a certain dollar value and (2) “matching contributions,” whereby shares are credited to a participant’s account based upon the amount of compensation the participant elects to defer. If a plan contains no limit on the number of shares available and is not a formula plan, then each grant under the plan will be an Equity Compensation Plan regardless of whether the plan has a term of not more than ten (10) years (a “Discretionary Plan”). A requirement that grants be made out of treasury shares or repurchased shares will not, in itself, be considered a limit or pre-established formula so as to prevent a plan from being considered a Discretionary Plan.

(nn) “Minimum Price” means a price that is the lower of: (i) the Official Closing Price immediately preceding the signing of the binding agreement or (ii) the average Official Closing Price for the five (5) trading days immediately preceding the signing of the binding agreement.

(oo) “MTN” means Mobile Telephone Networks (Netherlands) B.V.

(pp) “MTN Non-Voting Shares” means either the Class B ordinary shares of the Company held by MTN or the Shares redesignated from such Class B ordinary shares of the Company held by MTN immediately prior the Offering, as the context may require. For the avoidance of doubt, for the purposes of this Agreement, the MTN Non-Voting Shares shall be: (i) considered “Shares”; and (ii) included in the number of Shares held by MTN immediately prior to the Offering, and therefore included in all calculations relating to MTN’s holding of Shares immediately prior to the Offering.

(qq) “MTN Preferential Arrangements” has the meaning given in Section 1(a).

(rr) “Necessary Action” means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power of a specified Person, including (i) voting or providing a written consent or proxy with respect to the equity securities owned by the Person obligated to undertake the necessary action, (ii) voting in favor of the adoption of shareholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

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(ss) “Offering” has the meaning given in the Recitals.

(tt) “Official Closing Price” of the Shares means the official closing price on the New York Stock Exchange immediately preceding the signing of a binding agreement to issue the securities. For example, if the transaction is signed after the close of the regular session at 4:00 pm Eastern Time on a Tuesday, then Tuesday’s official closing price is used. If the transaction is signed at any time between the close of the regular session on Monday and the close of the regular session on Tuesday, then Monday’s official closing price is used.

(uu) “Over-Allotment Option” means the underwriters’ option to purchase additional Shares in connection with the Offering.

(vv) “Parallel Excess Plan” means a plan that is a “pension plan” within the meaning of the Employee Retirement Income Security Act that is designed to work in parallel with a plan intended to be qualified under Internal Revenue Code Section 401(a) to provide benefits that exceed the limits set forth in Internal Revenue Code Section 402(g) (the section that limits an employee’s annual pre-tax contributions to a 401(k) plan), Internal Revenue Code Section 401(a)(17) (the section that limits the amount of an employee’s compensation that can be taken into account for plan purposes) and/or Internal Revenue Code Section 415 (the section that limits the contributions and benefits under qualified plans) and/or any successor or similar limitations that may hereafter be enacted. A plan will not be considered a Parallel Excess Plan unless (1) it covers all or substantially all employees of an employer who are participants in the related qualified plan whose annual compensation is in excess of the limit of Internal Revenue Code Section 401(a)(17) (or any successor or similar limits that may hereafter be enacted), (2) its terms are substantially the same as the qualified plan that it parallels except for the elimination of the limits described in the preceding sentence and the limitation described in the following clause (3), and (3) no participant receives employer equity contributions under the plan in excess of twenty five percent (25%) of the participant’s cash compensation.

(ww) “Permitted Shareholder Transferee” has the meaning given in Section 2(c).

(xx) “Person” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization, including a government or any subdivision or agency thereof.

(yy) “Post Greenshoe Shares” means a number equal to the sum of all of the Locked-up Shareholder’s Post Greenshoe Shares held by all Initial Locked-up Shareholders.

(zz) “Pricing Date” has the meaning given in Section 2(a).

(aaa) “Registered Offering” means a registered offering in accordance with the terms of the Registration Rights Agreement.

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(bbb) “Registration Rights Agreement” means the Registration Rights Agreement, to be dated on or about the date of this Agreement, by and among the Company and each of the holders identified on Schedule A thereto.

(ccc) “Related Party” has the meaning given in Section 7(c).

(ddd) “Second Sale Period” has the meaning given in Section 2(a)(ii).

(eee) “Second Tranche Deferred Shares” means the Shares representing, in aggregate, up to 1.25% of the entire issued share capital of the Company received by the Management Shareholders pursuant to the LTIP after 31 December of the calendar year following the calendar year in which the Offering occurs.

(fff) “Securities Act” means the U.S. Securities Act of 1933, as amended.

(ggg) “Shareholder Bookrunner” has the meaning given in Section 2(n).

(hhh) “Shares” has the meaning given in the Recitals.

(iii) “Subject Shares” means, (i) with respect to any Initial Locked-up Shareholder, any Shares owned, directly or indirectly, by any Initial Locked-up Shareholder immediately prior to the Offering, including (A) Shares issuable upon the exercise of options or warrants or any securities convertible into, exchangeable for or that represent the right to receive Shares or any substantially similar securities; and (B) any Shares received by any Management Shareholder pursuant to the LTIP (including, for the avoidance of doubt, any shares subject to future vesting on performance or similar conditions pursuant to the terms of the LTIP) and (ii) with respect any Locked-Up Transferee, any Shares it receives from a Locked-up Shareholder pursuant to a transaction requiring such Locked-Up Transferee to agree to the restrictions contained in this Agreement.

(jjj) “Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association, trust or other form of legal entity, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms voting power to elect a majority of the Board or others performing similar functions or (b) such first Person is a general partner or managing member (excluding partnerships in which such Person or any Subsidiary thereof does not have a majority of the voting interests in such partnership).

(kkk) “Substantial Securityholder” has the meaning given in Section 7(c).

(lll) “Third Sale Period” has the meaning given in Section 2(a)(iii).

(mmm) “Transferred Shares” means Subject Shares that have been transferred in compliance with this Agreement.

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(nnn) “Unblocked” means actions taken by the Company with respect to Shares such that the Company’s registrar will no longer prevent such Shares from being registered on the public trading system in connection with a sale of Shares in accordance with this Agreement. For the avoidance of doubt, reference to such Shares being Unblocked shall not alter any status of such Shares as restricted securities (within the meaning of Rule 144 under the Securities Act) or other restrictions on transfer to which such shares may be subject by operation of law or regulation.

(ooo) “Underwriting Agreement” means the Underwriting Agreement, to be dated the Pricing Date, by and among the Company and the Underwriters.

(ppp) “Underwriters” means the Underwriters named on Schedule I to the Underwriting Agreement.

(qqq) “Wendel” means Africa Telecom Towers S.C.S. and Oranje-Nassau Développement S.C.A., FIAR.

(rrr) “Wendel Director” has the meaning given in Section 4(b).

(sss) “Wendel Removal Notice” has the meaning given in Section 5(b).

(ttt) “Wendel Participation” means Wendel-Participations SE.

10. General Provisions.

(a) Amendments and Modification; Waiver of Compliance. This Agreement may not be amended, modified, altered or supplemented except by means of a written instrument executed on behalf of each of the Company and each of the Locked-up Shareholders. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(b) Waiver. No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(c) Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

26

(d) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(e) Entire Agreement. Except as otherwise provided herein (including with respect to the Registration Rights Agreement), this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(f) Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Locked-up Shareholders and their respective successors and assigns. No Locked-up Shareholder may assign or transfer any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the Company, other than to Locked-Up Transferees or Affiliates.

(g) Notices. Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and, unless there is evidence that it was received earlier, shall be deemed to have been given or delivered: (i) when delivered personally to the recipient; (ii) when sent by confirmed electronic mail or facsimile (or, in the case of electronic email, to the extent no failed delivery notice is received within 24 hours of sending) if sent during normal business hours of the recipient but, if not, then on the next Business Day; (iii) if sent by courier service (charges prepaid), then on the day the courier company has recorded the delivery; or (iv) if mailed to the recipient by first class mail, upon receipt thereof. Such notices, demands and other communications shall be sent to the Company at the address specified below and to any other party subject to this Agreement at such address as indicated on Schedule 1 or Schedule 2 (as applicable), or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by providing prior written notice within seven Business Days of the change to the sending party as provided herein. The Company’s address is:

IHS Holding Limited
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP

27

United Kingdom
Attn: Group Legal
Email: grouplegal@ihstowers.com

or to such other address or to the attention of such other Person as the Company has specified by prior written notice to the sending party.

(h) Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the immediately following Business Day.

(i) Governing Law. This Agreement and any transaction contemplated in this Agreement (including issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would cause the application of the laws of any jurisdiction other than the State of New York.

(j) Mutual Waiver of Jury Trial. As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

(k) Consent to Jurisdiction and Service of Process. Each party hereto irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or New York state court in the Borough of Manhattan in the city, county and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each party hereto irrevocably waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. The Company agrees that service of process upon CT Corporation System at 28 Liberty Street, New York, New York 10005 (or such other address as the Company may notify to the Locked-up Shareholders), and written notice of said service to the Company shall be deemed in every respect effective service of process upon the Company in any such legal suit, action or proceeding. Each Locked-up Shareholder agrees that service of process by U.S. registered mail to such Locked-up Shareholder’s respective address set forth on Schedule 1 or Schedule 2 hereto (as applicable) (or such other address as the relevant Locked-up Shareholder may notify to the Company), and written notice of said service to the Company shall be deemed in every respect effective service of process upon such Locked-up Shareholder in any such legal suit, action or proceeding.

(l) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

(m) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(n) Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

(o) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(p) Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Locked-up Shareholder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby. The Company shall use all reasonable efforts to facilitate the settlement of the shares to be sold pursuant to this Agreement.  If required by the Company’s transfer agent in connection with a proposed sale of shares by a Locked-up Shareholder, the Company will use reasonable efforts to cause opinions of Company counsel to be delivered to the transfer agent, together with any authorization or direction letter from the Company, as required by the transfer agent to transfer shares without any restrictive legend.

(q) Effectiveness and Termination. This Agreement shall only become effective and binding on the parties hereto upon the execution of the Underwriting Agreement. The parties hereto agree that this Agreement shall continue in full force and effect until:

(i) in respect of a Locked-up Shareholder only, it ceases to hold any Shares;

29

(ii) the Offering is not completed within 30 days of the date of the Underwriting Agreement;

(iii) the Locked-up Shareholders cease to hold at least 20% of the entire issued share capital of the Company in aggregate; or

(iv) only one Locked-up Shareholder holds Shares.

On termination of this Agreement the rights and obligations of the parties hereto shall cease save in respect of accrued rights and obligations and rights and obligations under the Continuing Provisions.

(r) This Agreement shall terminate with no further force and effect if the Offering has not completed in accordance with the terms of the Underwriting Agreement.

[Signature Pages Follow]

30

IHS Holding Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Towers One Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Towers Two Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Towers Three Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

ECPIV-IHS Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

ECP IHS (Mauritius) Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Emerging Capital Associates III LLC
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

ECP Manager LP
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Africa Telecom Towers S.C.S.
represented by its general partner, Oranje-Nassau GP S.à r.l., itself represented by:
By:
	Name:
	Title:	Manager
By:
	Name:
	Title:	Manager

[Signature Page to the Shareholders’ Agreement]

Oranje-Nassau Développement S.C.A., FIAR
represented by its sole manager, Wendel Luxembourg S.A., itself represented by:
By:
	Name:
	Title:	Director
By:
	Name:
	Title:	Director

[Signature Page to the Shareholders’ Agreement]

ELQ Investors VIII Ltd
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Mobile Telephone Networks (Netherlands) B.V.
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

KOREA INVESTMENT CORPORATION, a statutory juridical corporation established under the Korea Investment Corporation Act of the Republic of Korea, acting in its capacity as agent of the Ministry of Economy and Finance of the Republic of Korea
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Warrington Investment Pte. Ltd.
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

International Finance Corporation
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

IFC Global Infrastructure Fund LP
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

AIIF2 Towers Mauritius
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Ninety One SA Proprietary Limited, in its capacity as investment manager and agent for and on behalf of Ninety One Fund Managers SA (RF) Proprietary Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Ninety One Africa Frontier Private Equity Associate Fund LP represented by its general partner, Ninety One Africa Frontier Private Equity Fund GP Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Ninety One Africa Frontier Private Equity Fund LP represented by its general partner, Ninety One Africa Frontier Private Equity Fund GP Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Ninety One Africa Private Equity Fund 2 LP represented by its general partner, Ninety One Africa Private Equity Fund 2 GP LP, acting through its general partner Ninety One Africa Private Equity Fund 2 GP Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

UBC Services, Inc.
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

African Tower Investment Limited
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Sam Darwish
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Mohamad Darwish
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

William Saad
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Mustafa Tharoo
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Adam Walker
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Steve Howden
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

David Ordman
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Ayotade Oyinlola
By:
	Name:
	Title:

[Signature Page to the Shareholders’ Agreement]

Schedule 1

Initial Locked-Up Shareholders

1. Towers One Limited, a private company limited by shares incorporated under the laws of Mauritius with registered number 169629, having its registered office at Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius.

2. Towers Two Limited, a private company limited by shares incorporated under the laws of Mauritius with registered number 169619, having its registered office at Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius.

3. Towers Three Limited, a private company limited by shares incorporated under the laws of Mauritius with registered number 171271, having its registered office at Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius.

4. ECPIV-IHS Limited, a private company limited by shares incorporated under the laws of Mauritius with registered number 140590, having its registered office at Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius.

5. ECP IHS (Mauritius) Limited, a private company limited by shares incorporated under the laws of Mauritius with registered number 106346, having its registered office at Sanne House, Bank Street, TwentyEight, Cybercity, Ebene, Mauritius.

6. Emerging Capital Associates III LLC, a limited liability company incorporated under the laws of the State of Delaware, having its registered office at 1909K Street, NW, Suite 340, Washington, DC 20006.

7. ECP Manager LP, a limited partnership organised and existing under the laws of the State of Delaware, having its registered office at 1909K Street, NW, Suite 340, Washington, DC 20006.

8. Africa Telecom Towers S.C.S., a limited partnership (société en commandite simple) incorporated under the laws of the Grand Duchy of Luxembourg with registered number B191436, having its registered office at 5, rue Pierre d’Aspelt, 1142 Luxembourg, Grand Duchy of Luxembourg.

9. Oranje-Nassau Développement S.C.A., FIAR, a partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg with registered number B166568, having its registered office at 5, rue Pierre d’Aspelt, 1142 Luxembourg, Grand Duchy of Luxembourg.

10. ELQ INVESTORS VIII LTD., a private limited company incorporated under the laws of England and Wales with registered number 09182214, having its registered office at Plumtree Court, 25 Shoe Lane, London, United Kingdom, EC4A 4AU, with a copy to: Thomas Kelly, e-mail: Tom.Kelly@gs.com.

11. MOBILE TELEPHONE NETWORKS (NETHERLANDS) B.V., a company incorporated under the laws of The Netherlands (registered no. 52017508), whose registered office is at

63

Westerdoksdijk 423, 1013 BX Amsterdam, The Netherlands with a copy to: MTN Group Limited, 216 14th Avenue, Fairland, Johannesburg, 2195, South Africa; e-mail: legalnotices@mtn.com.

12. Korea Investment Corporation, a company incorporated under the laws of the Republic of South Korea with registered number 110171-0030334, having its registered office at 17-19th Floor, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul 04631, Republic of South Korea.

13. Warrington Investment Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore with registered number 201017858D, having its registered office at 168 Robinson Road, #37-01 Capital Tower, Singapore 068912, Singapore.

14. International Finance Corporation, having its registered office at 2121 Pennsylvania Avenue, NW, Washington DC, United States of America.

15. IFC Global Infrastructure Fund LP, a limited partnership existing and organised under the laws of England and Wales with registered number LP15359, having its registered office at 2121 Pennsylvania Avenue, NW Washington, DC 20433, United States.

16. AIIF2 Towers Mauritius, a private company limited by shares incorporated under the laws of Mauritius with registered number 120243 C1/GBL, having its registered office at c/o IQ EQ Fund Services (Mauritius) Ltd, 33 Edith Cavell Street, Port-Louis 11324, Mauritius.

17. Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands with registered number 002303905, having its registered office at Anna van Saksenlaan 71, 2593 HW The Hague, The Netherlands.

18. Ninety One Fund Managers SA (RF) Proprietary Limited, a private company incorporated under the laws of South Africa with registered number (1987/04390/07), having its registered office at 36 Hans Strijdom Avenue, Foreshore, Cape Town, Western Cape 8001, South Africa.

19. Ninety One Africa Frontier Private Equity Associate Fund LP, a limited partnership organised and existing under the laws of the Island of Guernsey with registered number 1032, having its registered office at 1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT.

20. Ninety One Africa Frontier Private Equity Fund LP, a limited partnership organised and existing under the laws of the Island of Guernsey with registered number 1013, having its registered office at 1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT.

21. Ninety One Africa Private Equity Fund 2 LP, a limited partnership organised and existing under the laws of the Island of Guernsey with registered number 2058, having its registered office at 1st Floor, Dorey Court, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HT.

22. UBC Services Inc., having its registered office at Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

64

23. African Tower Investment Limited, having its registered office at 1^st Floor, Felix House, 24 Dr Joseph Riviere Street, Port Louis, Mauritius.

65

Schedule 2

Management Shareholders

1. Sam Darwish, with professional address at 1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius.

2. Mohamad Darwish, with professional address at 1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius.

3. William Saad, with professional address at 1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius.

4. Mustafa Tharoo, with professional address at 1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius.

5. Adam Walker, with professional address at 1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom.

6. Steve Howden, with professional address at 1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom.

7. David Ordman, with professional address at 1st Floor, Felix House, 24 Joseph Riviere Street, Port Louis, Mauritius.

8. Ayotade Oyinlola, with professional address at 1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP, United Kingdom.

66

Schedule 3

Form of Accession Agreement

THIS ACCESSION AGREEMENT (this “Agreement”), dated as of [         , 2021], is entered into by [                         ], a [                          ] (the “Joining Party”), and acknowledged by IHS HOLDING LIMITED, a private company currently incorporated in accordance with the laws of Mauritius (including any successors and assigns thereof, the “Company”).

Reference is made to that certain Shareholders Agreement, dated as of [       ], 2021 (the “Shareholders Agreement”), by and among the Company, each of the shareholders identified on Schedules 1 and 2 thereto (each an “Initial Locked-up Shareholder” and, together with the Locked-Up Transferees (as defined therein), the “Locked-up Shareholders”), as amended, amended and restated or otherwise modified from time to time. Capitalized terms used in this Agreement have the meanings assigned to them in the Shareholders Agreement.

WHEREAS, the Joining Party has acquired Subject Shares from [                    ], which is designated as a Locked-up Shareholder under the Shareholders Agreement; and

WHEREAS, the Shareholders Agreement requires the Joining Party to enter into an accession agreement in the form of Schedule 3 thereto;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Party and the Company hereby agree for the benefit of the Company and the other Locked-up Shareholders as follows:

1.The Joining Party and the Company hereby acknowledge, agree and confirm that, by the Joining Party’s execution of this Agreement, the Joining Party will be deemed to be a party to the Shareholders Agreement as a Locked-up Shareholder and, from and after the date hereof, shall have all of rights and the obligations of a Locked-up Shareholder thereunder as if it had executed the Shareholders Agreement (subject to section 2(e) thereof). The Joining Party hereby ratifies, as of the date hereof, and agrees to be legally bound by, all of the terms, provisions and conditions applicable to a Locked-up Shareholder contained in the Shareholders Agreement.

2.The Joining Party hereby agrees to comply with the terms of the Shareholders Agreement.

3.The address of the Joining Party for purposes of all notices and other communications under the Shareholders Agreement is:                    , Attention:                       (Electronic mail address:            ).

4.General Provisions.

a. This Agreement may be executed in two or more counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic (e.g., “pdf”, “tif” or DocuSign) format, each of which when executed and delivered shall constitute an original but all of which when taken together shall constitute one contract.

67

b. In connection with this Agreement and the transactions contemplated hereby, the Joining Party shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

c. On and after the date of this Agreement, each reference to the “Shareholders Agreement” or “this Agreement”, or words of like import referring to the Shareholders Agreement, shall refer to the Shareholders Agreement together with this Accession Agreement.

d. This Agreement and any transaction contemplated in this Agreement (including issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would cause the application of the laws of any jurisdiction other than the State of New York.

e. Each of the Locked-up Shareholders (other than the Joining Party) shall be a third-party beneficiary hereof.

IN WITNESS WHEREOF, each of the Joining Party and the Company has caused this Accession Agreement to be duly executed by its respective authorized representative, as of the day and year first above written.

Joining Party:

By:

Name:

Title:

Acknowledged:

IHS HOLDING LIMITED

By:

Name:

Title:

68

Very truly yours,

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

69

Confirmed and Agreed to:

IHS Holding Limited

By:

Name:

Title:

Date:

70

EX-2.6

Exhibit 2.6

CLIFFORD CHANCE LLP

DATED AS OF NOVEMBER 29, 2021
IHS HOLDING LIMITED, AS THE ISSUER EACH OF THE GUARANTORS PARTY HERETO AS GUARANTORS LUCID TRUSTEE SERVICES LIMITED, AS TRUSTEE AND CITIBANK N.A., LONDON BRANCH, AS PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR
	SENIOR NOTES INDENTURE 5.625% SENIOR NOTES DUE 2026 6.250% SENIOR NOTES DUE 2028

TABLE OF CONTENTS

		Page
Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	36
Section 1.03.	Rules of Construction	37
Article 2 THE SENIOR NOTES		38
Section 2.01.	Form and Dating	38
Section 2.02.	Execution and Authentication	39
Section 2.03.	Paying Agent, Registrars and Transfer Agent	40
Section 2.04.	Paying Agent to Hold Money	40
Section 2.05.	Holder Lists	41
Section 2.06.	Transfer and Exchange	41
Section 2.07.	Replacement Senior Notes	49
Section 2.08.	Outstanding Senior Notes	50
Section 2.09.	Treasury Notes	50
Section 2.10.	Temporary Notes	50
Section 2.11.	Cancellation	50
Section 2.12.	Defaulted Interest	51
Section 2.13.	Computation of Interest	51
Section 2.14.	Further Issues.	51
Section 2.15.	CUSIP, ISIN or Common Code Number	52
Section 2.16.	Deposit of Moneys	52
Section 2.17.	Agents	52
Article 3 REDEMPTION AND PREPAYMENT		54
Section 3.01.	Notices to Trustee	54
Section 3.02.	Selection of Senior Notes to Be Redeemed or Purchased	54
Section 3.03.	Notice of Redemption	55
Section 3.04.	Effect of Notice of Redemption	56
Section 3.05.	Deposit of Redemption or Purchase Price	56
Section 3.06.	Notes Redeemed or Purchased in Part	57
Section 3.07.	Optional Redemption	57
Section 3.08.	Redemption for Changes in Taxes	59

Section 3.09.	Mandatory Redemption; Open Market Purchases	60
Section 3.10.	Offer to Purchase by Application of Excess Proceeds	60
Section 3.11.	Optional Redemption upon Completion of Certain Tender Offers	62
Article 4 COVENANTS		63
Section 4.01.	Payment of Senior Notes	63
Section 4.02.	Maintenance of Office or Agency	63
Section 4.03.	Reports	64
Section 4.04.	Compliance Certificate	66
Section 4.05.	Taxes	66
Section 4.06.	Stay, Extension and Usury Laws	66
Section 4.07.	Restricted Payments	67
Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	73
Section 4.09.	Incurrence of Indebtedness and Issuance of Preferred Stock	75
Section 4.10.	Asset Sales	82
Section 4.11.	Transactions with Affiliates	85
Section 4.12.	Liens	87
Section 4.13.	Offer to Repurchase upon Change of Control	87
Section 4.14.	Additional Guarantees	90
Section 4.15.	[Reserved]	91
Section 4.16.	Designation of Restricted and Unrestricted Subsidiaries	91
Section 4.17.	Maintenance of Listing	91
Section 4.18.	Additional Amounts	91
Section 4.19.	Suspension of Certain Covenants when Senior Notes Rated Investment Grade	94
Section 4.20.	[Reserved]	95
Section 4.21.	Anti-Layering	95
Section 4.22.	Financial Calculations	95
Article 5 SUCCESSORS		96
Section 5.01.	Merger, Consolidation or Sale of Assets	96
Section 5.02.	Successor Corporation Substituted	98
Section 5.03.	Issuer Substitution	98
Article 6 DEFAULTS AND REMEDIES		100
Section 6.01.	Events of Default	100
Section 6.02.	Acceleration	102

Section 6.03.	Other Remedies	102
Section 6.04.	Waiver of Past Defaults	103
Section 6.05.	Control by Majority	103
Section 6.06.	Limitation on Suits	103
Section 6.07.	Rights of Holders of Senior Notes to Receive Payment	104
Section 6.08.	Collection Suit by Trustee	104
Section 6.09.	Trustee May File Proofs of Claim	104
Section 6.10.	Priorities	105
Section 6.11.	Undertaking for Costs	105
Section 6.12.	Restoration of Rights and Remedies	105
Section 6.13.	Rights and Remedies Cumulative	106
Section 6.14.	Delay or Omission Not Waiver	106
Article 7 TRUSTEE		106
Section 7.01.	Duties of Trustee	106
Section 7.02.	Rights of Trustee	108
Section 7.03.	Individual Rights of Trustee	110
Section 7.04.	Trustee's Disclaimer	110
Section 7.05.	Notice of Defaults	111
Section 7.06.	Compensation and Indemnity	111
Section 7.07.	Replacement of Trustee	112
Section 7.08.	Successor Trustee by Merger, etc	113
Section 7.09.	Eligibility; Disqualification	113
Section 7.10.	Agents	113
Section 7.11.	FATCA	114
Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		115
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	115
Section 8.02.	Legal Defeasance and Discharge	116
Section 8.03.	Covenant Defeasance	116
Section 8.04.	Conditions to Legal or Covenant Defeasance	117
Section 8.05.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	118
Section 8.06.	Repayment to Issuer	118
Section 8.07.	Reinstatement	119
Article 9 AMENDMENT, SUPPLEMENT AND WAIVER		119
Section 9.01.	Without Consent of Holders of Senior Notes	119

Section 9.02.	With Consent of Holders of Senior Notes	120
Section 9.03.	Revocation and Effect of Consents	122
Section 9.04.	Notation on or Exchange of Senior Notes	123
Section 9.05.	Trustee to Sign Amendments, etc	123
Article 10 NOTE GUARANTEES		123
Section 10.01.	Guarantee	123
Section 10.02.	Limitation on Guarantor Liability	125
Section 10.03.	[Reserved]	125
Section 10.04.	[Reserved]	125
Section 10.05.	Releases	125
Article 11 SATISFACTION AND DISCHARGE		126
Section 11.01.	Satisfaction and Discharge	126
Section 11.02.	Application of Trust Money	128
Article 12 MISCELLANEOUS		128
Section 12.01.	Notices	128
Section 12.02.	Certificate and Opinion as to Conditions Precedent	130
Section 12.03.	Statements Required in Certificate or Opinion	130
Section 12.04.	Rules by Trustee and Agents	130
Section 12.05.	No Personal Liability of Directors, Officers, Employees and Stockholders	130
Section 12.06.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	131
Section 12.07.	Governing Law	131
Section 12.08.	No Adverse Interpretation of Other Agreements	131
Section 12.09.	Successors	131
Section 12.10.	Severability	131
Section 12.11.	Counterpart Originals	132
Section 12.12.	Table of Contents, Headings, etc	132
Section 12.13.	Judgment Currency	132
Section 12.14.	Prescription	132
Section 12.15.	Additional Information	132

EXHIBITS

Exhibit A FORM OF SENIOR NOTE

Exhibit B FORM OF CERTIFICATE OF TRANSFER

Exhibit C FORM OF CERTIFICATE OF EXCHANGE

Exhibit DFORMOF SUPPLEMENTAL SENIOR NOTES INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SENIOR NOTES INDENTURE dated as of November 29, 2021 among IHS HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the "Issuer"), the Guarantors (as defined), LUCID TRUSTEE SERVICES LIMITED, as trustee, and CITIBANK, N.A., LONDON BRANCH, as paying agent, transfer agent and registrar.

The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 5.625% Senior Notes due 2026 (the "2026 Senior Notes") and the 6.250% Senior Notes due 2028 (the "2028 Senior Notes" and, together with the 2026 Notes, the "Senior Notes") and the Holders of any Additional Senior Notes (as defined below):

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

"144A Definitive Registered Note" means a Definitive Registered Note resold in reliance on Rule 144A.

"144A Global Note" means a 2026 144A Global Note or a 2028 144A Global Note.

"2026 144A Global Note" means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with Citibank, N.A., London Branch as Custodian for DTC and registered in the name of Cede & Co. as nominee that will be issued in an initial amount equal to the principal amount of the 2026 Senior Notes sold in reliance on Rule 144A.

"2028 144A Global Note" means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with Citibank, N.A., London Branch as Custodian for DTC and registered in the name of Cede & Co. as nominee that will be issued in an initial amount equal to the principal amount of the 2028 Senior Notes sold in reliance on Rule 144A.

"2026 Global Note" means a 2026 144A Global Note and a 2026 Regulation S Global Note.

"2028 Global Note" means a 2028 144A Global Note and a 2028 Regulation S Global Note.

"2026 Regulation S Global Note" means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of Citivic Nominees Limited as nominee for Euroclear and Clearstream that will be issued in an initial amount equal to the principal amount of the 2026 Senior Notes initially resold in reliance on Regulation S.

"2028 Regulation S Global Note" means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name

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of Citivic Nominees Limited as nominee for Euroclear and Clearstream that will be issued in an initial amount equal to the principal amount of the 2028 Senior Notes initially resold in reliance on Regulation S.

"2026 Senior Notes" means the 5.625% Senior Notes due 2026 issued under this Senior Notes Indenture.

"2028 Senior Notes" means the 6.250% Senior Notes due 2028 issued under this Senior Notes Indenture.

"Acquired Debt" means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

"Additional 2026 Senior Notes" means additional 2026 Senior Notes (other than the Initial 2026 Senior Notes) issued under this Senior Notes Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Senior Notes.

"Additional 2028 Senior Notes" means additional 2028 Senior Notes (other than the Initial 2028 Senior Notes) issued under this Senior Notes Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Senior Notes.

"Additional Senior Notes" means any Additional 2026 Senior Notes and Additional 2028 Senior Notes.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

"Agent" means any Registrar, co-registrar, Transfer Agent, Authenticating Agent, Paying Agent or additional paying agent.

"Applicable Premium" means, with respect to any Senior Note of any series on any redemption date, the greater of:

(1)1.0% of the principal amount of the Senior Note of such series; or

(2)the excess of:

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(a)the present value at such redemption date of (x) the redemption price of such Senior Note at November 29, 2023 in the case of the 2026 Notes and November 29, 2024 in the case of the 2028 Notes (such redemption price for each series being set forth in the table appearing in Section 3.07(d) hereof), plus (y) all required interest payments due on such Senior Note through November 29, 2023 in the case of the 2026 Notes and November 29, 2024 in the case of the 2028 Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the principal amount of such Senior Note,

as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer may engage.

For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the Trustee, the Registrar, any Transfer Agent or any Paying Agent.

"Applicable Procedures" means, with respect to any transfer or exchange of or for Book-Entry Interests in any Global Note, the rules and procedures of the DTC, Euroclear and/or Clearstream that apply to such transfer or exchange.

"Approved Issuer Substitution Jurisdiction" means an Approved Jurisdiction (other than the Federal Republic of Nigeria), provided that such jurisdiction will not cause the New Issuer to have the right to redeem any Senior Notes pursuant to Section 3.08 hereof immediately following the Substitution.

"Approved Jurisdiction" means any state which is a member of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the Cayman Islands, Mauritius, Switzerland, Canada, the United States, any state thereof or the District of Columbia.

"Asset Sale" means:

(1)the sale, lease, conveyance or other disposition of any assets by the Issuer or any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by Section 4.13 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and

(2)the issuance of Equity Interests by any Restricted Subsidiary or the sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests in any Subsidiary of the Issuer (in each case, other than directors' qualifying shares).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of $25.0 million and 0.8% of the Total Assets of the Issuer;

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(2)a transfer of assets or Equity Interests between or among the Issuer and any Restricted Subsidiary;

(3)an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

(4)the sale, lease or other transfer of accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets or assets disposed of in connection with any decommissioned sites or assets that are no longer useful in the conduct of the business of the Issuer and its Restricted Subsidiaries;

(5)licenses and sublicenses by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(6)any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7)the granting of Liens not prohibited by Section 4.12 hereof;

(8)the sale or other disposition of cash or Cash Equivalents;

(9)a Restricted Payment that does not violate Section 4.07 hereof, a Permitted Investment or any transaction specifically excluded from the definition of Restricted Payment or, solely for purposes of Section 4.10(b) hereof, asset sales, the proceeds of which are used to make such Restricted Payments (in accordance with Section 4.07 hereof) or Permitted Investments;

(10)the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11)the foreclosure, condemnation or any similar action (including as a result of a seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority) with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(12)the disposition of assets to a Person who is providing services (the provision of which have been or are to be outsourced by the Issuer or any Restricted Subsidiary to such Person) related to such assets; and

(13)sales or dispositions of receivables in connection with any Qualified Receivables Financing or any factoring transaction or in the ordinary course of business.

"Bankruptcy Law" means (1) Title 11 of the U.S. Code or (2) any other law of the United States (or any political subdivision thereof), the Federal Republic of Nigeria (or any political subdivision thereof), the Netherlands (or any political subdivision thereof), or the laws of any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors as may be amended from time to time.

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"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), (i) such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time; and (ii) such "person" will not be deemed to have beneficial ownership of the securities of any other person solely because each such person is party to the shareholders agreement relating to the Capital Stock of the Issuer or any Parent Holdco to the extent the terms of such agreement as it exists on the Issue Date convey beneficial ownership. The terms "Beneficially Owns," "Beneficially Owned" and "Beneficial Ownership" have corresponding meanings.

"Board of Directors" means:

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the board of directors of the general partner of the partnership or any committee thereof duly authorized to act on behalf of such board;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

"Book-Entry Interest" means a beneficial interest in a Global Note held by or through a Participant.

“Bridge Facility” means that bridge facility agreement, dated August 10, 2021, by and among the Issuer, the original lenders named therein and the facility agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

"Business Day" means a day (other than a Saturday, Sunday or other day) on which banking institutions in London, New York, Lagos, the jurisdiction of incorporation of the Issuer or a place of payment under this Senior Notes Indenture are authorized or required by law to open.

"Capital Lease Obligation" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of Indebtedness will be, at the time any determination is to be made, the amount of such obligation required to be capitalized on a balance sheet (excluding any notes thereto) prepared in accordance with IFRS, and the stated maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

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"Capital Stock" means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited), shares or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

"Cash Equivalents" means:

(1)direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the United States of America or any state thereof, Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the United States of America or Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary, as the case may be, and which are not callable or redeemable at the issuer’s option;

(2)overnight bank deposits, time deposit accounts, certificates of deposit, banker's acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company, or a local branch or Subsidiary of a bank or trust company, which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union (including the United Kingdom), the Federal Republic of Nigeria, or of the United States of America or any state thereof, Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary or any commercial banking institution that is a member of the U.S. Federal Reserve System, in each case, either (a) having combined capital and surplus and undivided profits of not less than $250.0 million (or the foreign currency equivalent thereof as of the date of such investment), whose long term, unsecured, unsubordinated and unguaranteed debt has a rating, at the time any investment is made therein, of at least "BBB" or the equivalent thereof from S&P and at least "Ba3" or the equivalent thereof from Moody's or the equivalent rating category of another internationally recognized rating agency; (b) which has its primary registration in a jurisdiction in which the Issuer or a Restricted Subsidiary conducts its business or is organized and which would rank, in terms of combined capital and surplus and undivided profits or the ratings on its long term debt, among the top ten such banks registered in such jurisdiction or (c) which is a lender under any Credit Facility to which the Issuer or any Guarantor is a party;

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(3)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4)commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within one year after the date of acquisition;

(5)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition; and

(6) other instruments customarily utilized for high quality investments that can be readily monetized without material risk of loss in the good faith judgment of a responsible financial or accounting officer of the Issuer or any of its Restricted Subsidiaries.

"Change of Control" means the occurrence of any of the following:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (including any "person" (as that term is used in Section 13(d)(3) of the U.S. Exchange Act)) other than one or more Permitted Holders (other than any such sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer to an Affiliate of the Issuer for the purpose of reincorporating the Issuer in another jurisdiction; provided that such transaction complies with Article 5 hereof);

(2)the adoption of a plan relating to the liquidation or dissolution of the Issuer; or

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any "person" (as defined above)), other than one or more Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; provided that any Voting Stock of which any Permitted Holder is the "beneficial owner" (other than deemed beneficial ownership derived from membership in a "group") shall not be included in any Voting Stock of which any such person or group is the "beneficial owner" (as so defined), unless that person or group is not an affiliate of a Permitted Holder and has greater voting power with respect to that Voting Stock,

provided that, in the case of the preceding clauses (1) and (3), a Change of Control shall not be deemed to have occurred if such Change of Control is also a Specified Change of Control Event.

"Clearstream" means Clearstream Banking, SA.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Common Depositary" means a depositary common to Euroclear and Clearstream, being initially Citibank Europe plc, until a successor replaces it and thereafter means the successor serving hereunder.

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"Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication:

(1)provision for current and deferred taxes based on income or profits of such Person and its Subsidiaries which are Restricted Subsidiaries for such period; plus

(2)without double counting, the Consolidated Interest Expense of such Person and its Subsidiaries which are Restricted Subsidiaries for such period and Receivables Fees; plus

(3)depreciation, amortization (including, without limitation, amortization of intangibles and deferred financing fees) and other non-cash charges and expenses (including without limitation write downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting on the Issuer and its Restricted Subsidiaries for such period) of the Issuer and its Restricted Subsidiaries (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) for such period; plus

(4)any expenses, charges or other costs related to the issuance of any Capital Stock, any Permitted Investment, acquisition, disposition, recapitalization, listing or the incurrence of Indebtedness permitted to be incurred under Section 4.09 hereof (including refinancing thereof) whether or not successful, including (a) such fees, expenses or charges related to any incurrence of Indebtedness issuance and (b) any amendment or other modification of any incurrence; plus

(5)any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of the Issuer and its Restricted Subsidiaries; plus

(6)the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to any Parent Holdco of the Issuer to the extent permitted by Section 4.11 hereof; plus

(7)the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary in such period or any prior period; plus

(8)any impairment of property, plant and equipment and prepaid land rent, or withholding tax receivable; plus

(9)the unwinding of discount on decommissioning liability; plus

(10)loss on revaluation of derivative financial instruments; plus

(11)any foreign currency translation gains (including gains related to currency re-measurements of Indebtedness) of the Issuer and its Restricted Subsidiaries; minus

(12)any extraordinary, exceptional or unusual gain; minus

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(13)non-cash items increasing such Consolidated Net Income for such period (other than any non-cash items increasing such Consolidated Net Income pursuant to clauses (1) through (11) of the definition of Consolidated Net Income), other than the reversal of a reserve for cash charges in a future period in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with IFRS.

"Consolidated Interest Expense" means, for any period (in each case, determined on the basis of IFRS), the consolidated net interest income/expense of the Issuer and its Restricted Subsidiaries, whether paid or accrued, including any pension liability interest cost, plus or including (without duplication) any interest, costs and charges consisting of:

(1)interest expense attributable to Capital Lease Obligations;

(2)amortization of debt discount, debt issuance cost and premium;

(3)non-cash interest expense;

(4)commissions, discounts and other fees and charges owed with respect to financings not included in clause (2) above;

(5)costs associated with Hedging Obligations;

(6)dividends on other distributions in respect of all Disqualified Stock of the Issuer and all preferred stock of any Restricted Subsidiary, to the extent held by Persons other than the Issuer or a Subsidiary of the Issuer;

(7)any consolidated interest expense that was capitalized during such period; and

(8)interest actually paid by the Issuer or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person.

Notwithstanding any of the foregoing, Consolidated Interest Expense shall not include (i) any interest accrued, capitalized or paid in respect of Subordinated Shareholder Debt and (ii) any commissions, discounts, yield and other fees and charges related to a Qualified Receivables Financing.

"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary), determined in accordance with IFRS and without any reduction in respect of preferred stock dividends; provided that:

(1)the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary which is a Subsidiary of the Person;

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(2)solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(v)(C)(1) hereof, any net income of any Restricted Subsidiary (other than any Guarantor) will be excluded if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer (or any Guarantor that holds the Equity Interests of such Restricted Subsidiary, as applicable) by operation of the terms of such Restricted Subsidiary's charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Senior Notes or this Senior Notes Indenture or that are not prohibited under Section 4.08 hereof, (c) contractual restrictions in effect on the Issue Date with respect to the Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole, are not materially less favorable to the holders of the Senior Notes than such restrictions in effect on the Issue Date or (d) restrictions pursuant to applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit), except that the Issuer’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Issuer or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary (other than any Guarantor or the Issuer), to the limitation contained in this clause);

(3)any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Issuer or any Restricted Subsidiaries (including pursuant to any sale leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Issuer) will be excluded;

(4)any one time non-cash charges or any amortization or depreciation resulting from purchase accounting, in each case, in relation to any acquisition of, or merger or consolidation with, another Person or business or resulting from any reorganization or restructuring involving the Issuer or its Subsidiaries will be excluded;

(5)the cumulative effect of a change in accounting principles will be excluded;

(6)any extraordinary, exceptional or nonrecurring gains or losses or any charges in respect of any restructuring, redundancy or severance (in each case, as determined in good faith by the Issuer) will be excluded;

(7)any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value or changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations will be excluded;

(8)any non-cash compensation charge or expenses arising from any grant of stock, stock options or other equity-based awards will be excluded;

(9)any goodwill or other intangible asset impairment charges will be excluded;

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(10)all deferred financing costs written off and premium paid in connection with any early extinguishment of Indebtedness and any net gain or loss from any write-off or forgiveness of Indebtedness will be excluded;

(11)the impact of any accrued interest (including accreting or pay-in-kind interest) on any Subordinated Shareholder Debt will be excluded; and

(12)the net gain or loss from the receipt of any insurance proceeds shall be excluded.

"Consolidated Net Leverage" means, as of any date of determination, the sum, expressed in US dollars, of the aggregate outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis (excluding Hedging Obligations except to the extent provided in Sections 4.09(e) and 4.09(f) hereof), less cash and Cash Equivalents of such specified person on that date of determination. The US dollar equivalent of the principal amount of Indebtedness denominated in a different currency shall be calculated based on the applicable provisions of Section 4.09 hereof.

"Consolidated Net Leverage Ratio" means, as of any date of determination, with respect to any specified Person, the ratio of (a) Consolidated Net Leverage on such date to (b) the product of (i) the Consolidated EBITDA of the Issuer for the most recently ended four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or other transaction for which the Consolidated Net Leverage Ratio is being calculated is completed provided, however, that, solely for the purpose of calculating the Consolidated Net Leverage Ratio for the incurrence of Indebtedness pursuant to Section 4.09 hereof, the pro forma calculation of the Consolidated Net Leverage Ratio shall not give effect to (i) any Indebtedness incurred on the date on which the event for which the calculation of the Consolidated Net Leverage Ratio is made (the "Calculation Date") pursuant to the provisions described in Section 4.09(b) hereof, (other than Section 4.09(b)(xiv) hereof, the incurrence of which is itself subject to the Consolidated Net Leverage Ratio) or (ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to the provisions described in Section 4.09(b) hereof (other than Section 4.09(b)(xiv) hereof).

In addition, for purposes of calculating the Consolidated EBITDA for such period:

(1)acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, including through mergers or consolidations, or by any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the four consecutive fiscal quarter reference period or subsequent to such reference period and on or prior to the relevant Calculation Date, or that are to be made on the relevant Calculation Date, will be given pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Issuer and may include anticipated cost synergies and expense and cost reductions) as if they had occurred on the first day of the four consecutive fiscal quarter reference period;

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(2)if since the beginning of such four consecutive fiscal quarter reference period the Issuer or any Restricted Subsidiary has disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a "Sale") or if the transaction giving rise to the need to calculate the Consolidated Net Leverage Ratio is such a Sale, Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; provided that if any such sale constitutes "discontinued operations" in accordance with IFRS, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period;

(3)any Person that is a Restricted Subsidiary on the relevant Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four consecutive fiscal quarter period; and

(4)any Person that is not a Restricted Subsidiary on the relevant Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four consecutive fiscal quarter period.

"Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that, in each case, does not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor"), including any obligation of such Person, whether or not contingent:

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

(b)to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

"continuing" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

"Credit Facility" means, one or more debt facilities, instruments or arrangements incurred (including the Revolving Credit Facility and the Senior Credit Facilities) or commercial paper facilities and overdraft facilities or indentures or trust deeds or note purchase agreements, in each case, with banks, other institutions, funds or investors, providing for revolving credit loans, term loans, performance guarantees, receivables financing (including through the sale of receivables to

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such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit, bonds, notes debentures or other corporate debt instruments or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or trustees or other banks or institutions and whether provided under the Revolving Credit Facility and the Senior Credit Facilities or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term "Credit Facilities" shall include any agreement or instrument (1) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

"Currency Exchange Protection Agreement" means, in respect of any Person, any foreign exchange contract, currency swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates as to which such Person is a party.

"Custodian" means Citibank, N.A., London Branch and any and all successors thereto appointed as Custodian hereunder and having become such pursuant to the applicable provisions of this Senior Notes Indenture.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"Definitive Registered 2026 Note" means a certificated 2026 Senior Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Senior Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

"Definitive Registered 2028 Note" means a certificated 2028 Senior Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Senior Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

"Definitive Registered Note" means the Definitive Registered 2026 Note or the Definitive Registered 2028 Note.

"Depositary" means, with respect to the Senior Notes issuable or issued in whole or in part in global form, DTC or Euroclear and Clearstream, in each case, including any and all successors

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thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision(s) of this Senior Notes Indenture.

"Designated Non-Cash Consideration" means the fair market value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as "Designated Non-Cash Consideration" pursuant to an Officer's Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

"Designated Preference Shares" means, with respect to the Issuer or any Parent Holdco of the Issuer, preferred stock (other than Disqualified Stock) (1) that is issued for cash (other than to the Issuer or a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any such Subsidiary for the benefit of their employees to the extent funded by the Issuer or such Subsidiary) and (2) that is designated as "Designated Preference Shares" pursuant to an Officer's Certificate of the Issuer at or prior to the issuance thereof, the net proceeds of which are excluded from the calculation set forth in Section 4.07(a)(v)(C)(2) hereof.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the six-month anniversary of the date that the Senior Notes mature or (2) provides for, either mandatorily or at the option of the holder of the Capital Stock, the payment of dividends or distributions (other than in the form of Equity Interests that are not Disqualified Stock). Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Senior Notes Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined as set forth herein.

"DTC" means The Depository Trust Company, a New York corporation, or any successor.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means a public offering or a private placement of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or a Parent Holdco of the Issuer pursuant to which the net cash proceeds are contributed to the Issuer in the form of a

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subscription for, or a capital contribution in respect of, Capital Stock (other than Disqualified Stock) of the Issuer or as Subordinated Shareholder Debt of the Issuer.

"Euroclear" means Euroclear Bank, SA/NV, or any successor securities clearing agency.

"European Union" means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004.

"Exchange" means The International Stock Exchange.

"Excluded Contributions" means the net cash proceeds, property or assets received by the Issuer after the Issue Date (other than any such cash proceeds, property or assets that are Excluded Amounts or Parent Debt Contributions) from:

(1)contributions to its Equity Interests; and

(2)the sale (other than to a Subsidiary of the Issuer) of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer,

in each case designated as "Excluded Contributions" pursuant to an Officer's Certificate (which shall be designated no later than the date on which such Excluded Contribution has been received by the Issuer), the net cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(v)(C)(2) hereof.

"Existing 2027 Note Guarantees" means the note guarantees executed in connection with the Existing 2027 Notes.

"Existing 2027 Notes" means the $940 million aggregate principal amount of 8.000% Senior Notes due 2027 issued by IHS Netherlands Holdco B.V.

"Existing 2027 Notes Indenture" means the indenture dated September 18, 2019, pursuant to which the Existing 2027 Notes were issued.

"Existing 2027 Notes Issue Date" means September 18, 2019.

"fair market value" wherever such term is used in this Senior Notes Indenture (except as otherwise specifically provided in this Senior Notes Indenture), is as determined in good faith by the Issuer's Chief Executive Officer, Chief Financial Officer or a responsible accounting or financial officer of the Issuer.

"Fitch" means Fitch Ratings Inc.

"Global Note Legend" means the legend set forth in Section 2.06(f)(ii) hereof, which is required to be placed on all Global Notes issued under this Senior Notes Indenture.

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"Global Notes" means, individually and collectively, each of the 2026 144A Global Note, 2028 144A Global Note, 2026 Regulation S Global Note and the 2028 Regulation S Global Note, substantially in the form of Exhibit A hereto, bearing the Private Placement Legend and the Global Note Legend, issued in accordance with Sections 2.01, 2.06(b), 2.06(d) and 2.06(e).

"Government Securities" means direct non-callable and non-redeemable obligations of, or obligations guaranteed by the United States government, and the payment for which the United States government pledges its full faith and credit.

"guarantee" means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of all or any part of any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions, pledges of assets or otherwise).

"Guarantors" means the Initial Guarantors and any other Person that executes a supplemental indenture in accordance with the provisions of this Senior Notes Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Senior Notes Indenture.

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements, (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, including Currency Exchange Protection Agreements, or commodity prices.

"Holder" means a Person in whose name a Senior Note is registered.

"IFRS" means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Issuer or its Restricted Subsidiaries comply as in effect on the Issue Date or, with respect to the covenant described under the heading "Reports," as in effect from time to time. Except as otherwise set forth in this Senior Notes Indenture, all ratios, calculations and determinations based on IFRS contained in this Senior Notes Indenture shall be computed in accordance with IFRS as in effect on the Issue Date. At any time after the Issue Date, the Issuer may elect to establish that IFRS shall mean the IFRS as in effect on or prior to the date of such election (the "Elected IFRS Date"); provided that any such election, once made, shall be irrevocable.

“IHS Netherlands Group Restricted Subsidiaries” means Restricted Subsidiaries that are also Subsidiaries of IHS Netherlands on the Issue Date, or as may be so designated by the Issuer after the Issue Date from time to time.

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"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables):

(1)in respect of borrowed money;

(2)evidenced by bonds, debentures, notes, loan stock, commercial paper, acceptance credits, letters of credit, bills or promissory notes drawn, accepted, endorsed or issued by such Person (but not Trade Instruments);

(3)representing the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business within 365 days of the date they are incurred);

(4)representing non-contingent obligations of such Person to reimburse any other Person for amounts paid by that Person under a letter of credit or similar instrument (excluding any letters of credit or similar instrument incurred and payable in the ordinary course of business within 365 days of the date they were incurred);

(5)representing Capital Lease Obligations;

(6)representing the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired or such services are completed;

(7)representing any Hedging Obligations in respect of interest rate or currency hedging; and

(8)the principal component of all obligations, or liquidation preferences, with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends),

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared in accordance with IFRS. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

The term "Indebtedness" shall not include:

(1)Subordinated Shareholder Debt;

(2)Contingent Obligations in the ordinary course of business;

(3)in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;

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(4)purchase price hold-backs in respect of a portion of the purchase price of an asset to satisfy warranty claims or other unperforming obligations of the seller;

(5)obligations under or in respect of a Qualified Receivables Financing to the extent such obligations are non-recourse to the Issuer or any Restricted Subsidiary to the extent provided in the definitions relating thereto; or

(6)for the avoidance of doubt, any contingent obligations in respect of workers' compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.

“Initial Guarantors” means IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited and Nigeria Tower Interco B.V., and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Senior Notes Indenture.

"Indirect Participant" means a Person who holds a Book-Entry Interest in a Global Note through a Participant.

"Initial 2026 Senior Notes" means the first $500 million aggregate principal amount of 2026 Senior Notes issued under this Senior Notes Indenture on the date hereof.

"Initial 2028 Senior Notes" means the first $500 million aggregate principal amount of 2028 Senior Notes issued under this Senior Notes Indenture on the date hereof.

"Initial Senior Notes" means Initial 2026 Senior Notes and the Initial 2028 Senior Notes.

"Investment Grade Status" shall occur when the Senior Notes are rated "Baa3" or better by Moody's and "BBB-" or better by S&P and "BBB-" or better by Fitch (or, if either such entity ceases to rate the Senior Notes, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act selected by the Issuer as a replacement agency).

"Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet (excluding the footnotes) prepared in accordance with IFRS. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Issuer’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a

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third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Senior Notes Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value and, to the extent applicable, shall be determined based on the equity value of such Investment.

"Issue Date" means November 29, 2021.

"Issuer" means IHS Holding Limited until a successor or substitute replaces it in accordance with the provisions of this Senior Notes Indenture, after which "Issuer" shall mean such successor.

"Land Lease" means any lease which would be treated as a "lease liability" in accordance with IFRS relating to the lease of land.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof.

"Management Advances" means loans or advances not exceeding the greater of $20.0 million and 0.5% of Total Assets in aggregate outstanding amount, and in each case made to, or guarantees with respect to loans or advances made to, directors, officers or employees of the Issuer or any Restricted Subsidiary: (1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business; (2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or (3) in the ordinary course of business.

"Management Fees" means customary fees and related expenses for the performance of transaction, management, consulting, financial or other advisory services or underwriting, placement or other investment banking activities, including in connection with mergers, acquisitions, dispositions or joint ventures, by any Permitted Holder or any of its Affiliates for the Issuer or any Restricted Subsidiary, which payments in respect of this clause have been approved by a majority of the disinterested members of the Board of Directors of the Issuer, or, if there are not sufficient disinterested members of the Board of Directors of the Issuer to form a majority, by a majority of the Board of Directors.

"Market Capitalization" means an amount equal to (1) the total number of issued and outstanding shares of common stock or common equity interests of the Issuer on the date of the declaration of the relevant dividend multiplied by (2) the arithmetic mean of the closing prices per share of such common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

"Moody's" means Moody's Investors Service, Inc.

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"Net Proceeds" means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration or Cash Equivalents substantially concurrently received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, (2) taxes paid or payable as a result of the Asset Sale, (3) all distributions and other payments required to be made to minority interest holders (other than the Issuer or any of its Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Sale, (4) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS, and (5) all payments made on any Indebtedness incurred pursuant to clause (iv) of the definition of Permitted Debt secured by any assets subject to such Asset Sale, as required in accordance with the terms of any Lien upon such assets, or which by applicable law is required be repaid out of the proceeds from such Asset Sale.

“Non-IHS Netherlands Group Lease Obligations” means any leases of the Issuer or any Restricted Subsidiary that is not an IHS Netherlands Group Restricted Subsidiary that would not have constituted a Capital Lease Obligation prior to the adoption of IFRS 16 (Leases).

"Non-Recourse Debt" means Indebtedness as to which neither the Issuer nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (2) is directly or indirectly liable as a guarantor or otherwise.

"Note Guarantee" means the guarantee by each Guarantor of the Issuer's obligations under this Senior Notes Indenture and the Senior Notes, executed pursuant to the provisions of this Senior Notes Indenture.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

"Offering Memorandum" means the offering memorandum dated November 18, 2021, relating to the offering of the Initial Senior Notes.

"Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, director, manager or a responsible accounting or financial officer of such Person, or any other individual designated as an "Officer" for the purposes of the Senior Notes Indenture by the Board of Directors of such Person.

"Officer's Certificate" means a certificate signed by an Officer.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.03 hereof. The counsel may be an employee of or counsel to the Issuer, any Subsidiary of the Issuer or the Trustee.

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“Parent Debt Contribution” means a contribution to the Issuer or any of its Restricted Subsidiaries in the form of equity, funding the issuance or sale of Capital Stock of the Issuer or as Subordinated Shareholder Debt or otherwise on lent as a proceeds loan, bonds or other debt financing instrument to the Issuer or any of its Restricted Subsidiaries and which meets the conditions of Section 4.07(b)(xvii) under which dividends or other distributions may be paid.

"Parent Holdco" means any Person (other than a natural person) which legally and beneficially owns more than 50% of the Voting Stock and/or Capital Stock of another Person, either directly or through one or more Subsidiaries.

"Pari Passu Indebtedness" means (1) with respect to the Issuer, any Indebtedness that ranks pari passu in right of payment to the Senior Notes and (2) with respect to a Guarantor, any Indebtedness that ranks pari passu in right of payment to the Note Guarantee of such Guarantor (including without limitation, the Existing 2027 Notes Guarantees, the guarantees executed in connection with the Revolving Credit Facility and the Senior Credit Facilities and the Bridge Facility).

"Participant" means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively.

"Permitted Business" means (1) any businesses activities engaged in by the Issuer or any of its Subsidiaries on the Issue Date and (2) any businesses, services and activities engaged in by the Issuer or any of the Restricted Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

"Permitted Holders" means (1) any Successor Parent of the Issuer and (2) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of the Issuer or any Parent Holdco, acting in such capacity. Any person or group whose acquisition of beneficial ownership constitutes (1) a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Senior Notes Indenture or (2) a Change of Control which is also a Specified Change of Control Event, will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means:

(1)any Investment in the Issuer or in a Restricted Subsidiary;

(2)any Investment in cash and Cash Equivalents;

(3)any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

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(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(5)any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Subordinated Shareholder Debt;

(6)any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes or foreclosure of Liens;

(7)Investments in receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business;

(8)Investments represented by Hedging Obligations, which obligations are permitted by Section 4.09(b)(ix) hereof;

(9)Investments in the Senior Notes and any other Indebtedness of the Issuer or any Restricted Subsidiary (other than Indebtedness constituting Subordinated Obligations);

(10)any guarantee of Indebtedness permitted to be incurred by Section 4.09 hereof;

(11)guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of the business of the Issuer and its Restricted Subsidiaries, including obligations under licenses, concessions or operating leases related to the ordinary course of the business of the Issuer and its Restricted Subsidiaries;

(12)any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date by the Issuer or any Restricted Subsidiary of the Issuer and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Senior Notes Indenture;

(13)Investments acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.01 hereof after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(14)Management Advances;

(15)any Investment to the extent made using as consideration Capital Stock of the Issuer (other than Disqualified Stock), Subordinated Shareholder Debt or Capital Stock of any Parent Holdco; and

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(16)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed the greater of (a) $250.0 million and (b) 5.0% of the Total Assets of the Issuer at any time outstanding; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.07 hereof, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of the definition of "Permitted Investments" and not this clause.

"Permitted Liens" means:

(1)Liens in favor of the Issuer or any Restricted Subsidiary;

(2)Liens on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Issuer or any Restricted Subsidiary;

(3)Liens to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds, workers compensation obligations, leases (including, without limitation, statutory and common law landlord's liens), performance bonds, surety and appeal bonds or other obligations of a like nature incurred (including Liens to secure letters of credit issued to assure payment of such obligations) or Liens in connection with bids, tenders, contracts or leases to secure licenses, public or statutory obligations, in each case, incurred in the ordinary course of business;

(4)Liens to secure Indebtedness permitted by Section 4.09(b)(iv) hereof covering only the assets acquired with or financed by such Indebtedness;

(5)Liens securing Indebtedness under Hedging Obligations, which obligations are permitted by Section 4.09(b)(ix) hereof;

(6)Liens existing on the Issue Date after giving effect to the offering of the Senior Notes and the application of proceeds therefrom as described in this Offering Memorandum under the heading "Use of Proceeds";

(7)Liens for taxes, assessments or governmental charges or claims that (a) are not yet due and payable or (b) are being contested in good faith;

(8)any Liens imposed by the operation of law in the ordinary course of business (including any netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect);

(9)survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with

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Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(10)Liens created for the benefit of (or to secure) the Senior Notes (or the Note Guarantees);

(11)Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;

(12)Liens to secure any Permitted Refinancing Indebtedness (excluding Liens to secure Permitted Refinancing Indebtedness initially secured pursuant to clause (32) of this definition) permitted to be incurred under this Senior Notes Indenture; provided, however, that:

(a)the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and

(b)the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13)Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(14)Liens arising in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness;

(15)filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under other applicable laws) in connection with operating leases in the ordinary course of business;

(16)bankers' Liens, rights of setoff or similar rights and remedies as to deposit accounts, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(17)Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(18)Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person's obligations in respect of bankers' acceptances issued or created

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in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(19)leases (including operating leases), licenses, subleases and sublicenses of assets in the ordinary course of business;

(20)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;

(21)(a) mortgages, liens, security interests, pledges, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary has easement rights or on any real property leased by the Issuer or any Restricted Subsidiary (including any rental deposits) and subordination or similar agreements relating thereto and (b) any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

(22)Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(23)(a) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities; or (b) Liens in connection with specified bank accounts (and cash therein) in connection with the incurrence and repayment of Indebtedness under any daylight facilities permitted to be incurred under Section 4.09 hereof;

(24)Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(25)pledges of goods, the related documents of title and/or other related documents arising or created in the ordinary course of the Issuer or any Restricted Subsidiary's business or operations as Liens only for Indebtedness to a bank or financial institution directly relating to the goods or documents on or over which the pledge exists;

(26)Liens over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the Issuer or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent more than 15% of the net proceeds of such disposal;

(27)limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Restricted Subsidiaries securing obligations of such joint ventures;

(28)Liens created on any asset of the Issuer or a Restricted Subsidiary established to hold assets of any stock option plan or any other management or employee benefit or incentive plan or unit trust of the Issuer or a Restricted Subsidiary securing any loan to finance the acquisition of such assets;

(29)Liens (a) on escrowed proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or (b) on cash set aside

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at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in the case of each of clause (a) and (b), to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(30)Liens on Receivables Assets incurred in connection with a Qualified Receivables Financing or Liens securing Indebtedness or other obligations of a Receivables Subsidiary;

(31)(a) Liens on property or assets of a Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor or (b) any Liens, to the extent such Liens are securing Priority Debt and are not on property, assets or Capital Stock of an IHS Netherlands Group Restricted Subsidiary;

(32)any cash collateral provided in respect of letters of credit or bank guarantees to the issuer of such letters of credit or bank guarantees to the extent that the Indebtedness to which such letters of credit or bank guarantees relate is permitted or not prohibited to be incurred under this Senior Notes Indenture; and

(33)Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer and its Restricted Subsidiaries that does not exceed the greater of $100.0 million and 2.0% of the Total Assets of the Issuer at any one time outstanding.

"Permitted Parent Payments" means, without duplication as to amounts, payments to any Parent Holdco of the Issuer to permit such entity to pay:

(1)customary indemnification obligations of any Parent Holdco owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Issuer and its Subsidiaries;

(2)obligations of any Parent Holdco in respect of directors' fees, remuneration and expenses (including director and officer insurance (including premiums therefore)) to the extent relating to the Issuer and its Subsidiaries;

(3)professional fees and expenses of any Parent Holdco related to the ownership of the Capital Stock of the Issuer and, indirectly through the Issuer, its Subsidiaries (including, without limitation, accounting, legal, audit corporate reporting, and administrative expenses and other reasonable and normal course expenses required to maintain such Parent Holdco's corporate existence or its holding of the Capital Stock of the Issuer); and

(4)expenses incurred by any Parent Holdco in connection with any public offering or other sale of Capital Stock or Indebtedness, whether consummated or not, (a) where the net proceeds of such offering or sale are intended to be received by or contributed to the Issuer or a Subsidiary of the Issuer; or (b) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; and

(5)any Related Taxes.

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"Permitted Refinancing Indebtedness" means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the aggregate principal amount (or accreted value, if applicable), or if issued with original issue discount, aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price) of the Indebtedness renewed, refunded, refinanced, replaced, exchanged, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the Senior Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3)if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is expressly, contractually subordinated in right of payment to the Senior Notes or a Note Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Senior Notes or such Note Guarantee, as the case may be, on terms at least as favorable to the holders of Senior Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged; and

(4)if the Issuer or any Guarantor was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, such Indebtedness is incurred either by the Issuer or a Guarantor.

Permitted Refinancing Indebtedness in respect of any Indebtedness may be incurred from time to time after the termination, discharge or repayment of any such Indebtedness.

"Permitted Reorganization" means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganization, winding up or corporate reconstruction involving the Issuer or any Restricted Subsidiary that is made on a solvent basis; provided that (1) any payments, business, property or assets distributed in connection with such Reorganization remain within the Issuer and the Restricted Subsidiaries; and (2) if any Note Guarantees are released in connection with such Reorganization in accordance with the Note Guarantee release provisions of this Senior Notes Indenture, Note Guarantees must be provided promptly following the completion of such Reorganization such that the Note Guarantees in place following the Reorganization are not materially worse for the holders of the Senior Notes than the pre-existing Note Guarantees (in the good faith judgment of the Issuer).

Promptly upon consummation of a Permitted Reorganization, the Issuer will file with the Trustee a copy of the resolution of the Board of Directors of the Issuer or the applicable Restricted Subsidiary authorizing such Permitted Reorganization and deliver an Officer's Certificate

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certifying that such Permitted Reorganization complied or will comply with the terms of this Senior Notes Indenture and did not result or will not result in a Default or Event of Default. The Trustee at the direction and request of the Issuer shall take any action necessary to effect any releases of Note Guarantees (as well as any subsequent giving of Note Guarantees) requested by the Issuer in connection with a Permitted Reorganization.

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Priority Debt” means Indebtedness permitted to be incurred pursuant to the provisions of sub-paragraph (y) of the last paragraph of Section 4.09(b) or would not otherwise cause the Priority Debt Cap to be exceeded, assuming that such Indebtedness were so incurred.

“Priority Debt Cap” means the greater of $1,890 million and 200% of Consolidated EBITDA.

"Private Placement Legend" means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Senior Notes issued under this Senior Notes Indenture except where otherwise permitted by the provisions of this Senior Notes Indenture.

"Public Debt" means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (1) a public offering registered under the U.S. Securities Act or (2) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A under the U.S. Securities Act or Regulation S under the U.S. Securities Act, whether or not it includes registration rights entitling the holders of such securities to registration thereof with the SEC for public resale.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Receivables Financing" means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1) an Officer or the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at fair market value (as determined in good faith by an Officer or the Board of Directors of the Issuer), and (3) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Indebtedness under Credit Facilities or Indebtedness in respect of the Senior Notes shall not be deemed a Qualified Receivables Financing.

"Receivable" means a right to receive payment arising from a sale or lease of goods or services by a Person pursuant to an arrangement with another Person pursuant to which such other

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Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, as determined on the basis of IFRS.

"Receivables Assets" means any assets that are or will be the subject of a Qualified Receivables Financing.

"Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

"Receivables Financing" means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries), or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

"Receivables Repurchase Obligation" means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

"Receivables Subsidiary" means a Wholly-Owned Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (A) is guaranteed by the Issuer or any other Restricted Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (B) is subject to terms that are substantially equivalent in effect to a guarantee of any losses on securitized or sold receivables by the Issuer or any other Restricted Subsidiary of the Issuer, (C) is recourse to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings,

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or (D) subjects any property or asset of the Issuer or any other Restricted Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(2)with which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, and

(3)to which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing conditions.

"Recognized Stock Exchange" means any nationally recognized stock exchange in the United States or any member of the European Union (including, for the avoidance of doubt, the United Kingdom) or Switzerland.

"Regulation S" means Regulation S promulgated under the U.S. Securities Act.

"Regulation S Definitive Registered Note" means a Definitive Registered Note resold in reliance on Regulation S.

"Regulation S Global Note" means a 2026 Regulation S Global Note or a 2028 Regulation S Global Note.

"Related Taxes" means:

(1)any Taxes required to be paid (provided that such Taxes are in fact paid) by any Parent Holdco by virtue of its:

(a)being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Issuer or any of the Issuer’s Subsidiaries);

(b)issuing or holding Subordinated Shareholder Debt; or

(c)being a holding company, directly or indirectly, of the Issuer or any of the Issuer’s Subsidiaries; and

(2)if and for so long as the Issuer is a member of a group filing a consolidated or combined tax return with any Parent Holdco, any consolidated or combined Taxes measured by income for which such Parent Holdco is liable up to an amount not to exceed the lesser of the amount of any such Taxes that the Issuer and its Subsidiaries would have been required to pay on

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(i) a separate company basis or (ii) on a consolidated basis if the Issuer and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Issuer and its Subsidiaries; provided that distributions shall be permitted in respect of the income of an Unrestricted Subsidiary only to the extent such Unrestricted Subsidiary distributed cash for such purpose to the Issuer or its Restricted Subsidiaries.

"Responsible Officer" when used with respect to the Trustee, means any officer or assistant officer of the Trustee (or any successor of the Trustee) including any director, associate director, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

"Replacement Assets" means (1) properties and assets that replace the properties and assets that were the subject of an Asset Sale or (2) properties and assets received in exchange (directly or indirectly through equity interests or similar participations) for the properties and assets that are the subject of the Asset Sale and that, in each case, will be used in a Permitted Business.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Period" means the 40-day distribution compliance period as defined in Regulation S.

"Restricted Subsidiary" means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“Revolving Credit Facility” means the facility made available under that certain senior revolving credit facility agreement, originally dated March 30, 2020 and as amended and restated June 2, 2021, by and among the Issuer, the Initial Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

"Rule 144" means Rule 144 promulgated under the U.S. Securities Act.

"Rule 144A" means Rule 144A promulgated under the U.S. Securities Act.

"Rule 903" means Rule 903 promulgated under the U.S. Securities Act.

"Rule 904" means Rule 904 promulgated under the U.S. Securities Act.

"S&P" means Standard & Poor's Ratings Group.

"SEC" means the U.S. Securities and Exchange Commission.

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"Senior Credit Facilities" means that certain credit facility agreement, originally dated on or around September 3, 2019, as amended and restated on September 29, 2021, by and among the Issuer and the Initial Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

"Senior Notes" has the meaning assigned to it in the preamble to this Senior Notes Indenture. Unless the context otherwise requires, all references to the Senior Notes shall include the Initial Senior Notes and any Additional Senior Notes.

"Senior Notes Indenture" means this indenture for the Senior Notes, as amended or supplemented from time to time.

"Senior Notes Initial Purchasers" has the meaning ascribed to such term in the Offering Memorandum.

"Significant Subsidiary" means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries that are Restricted Subsidiaries (1) for the most recent fiscal year, accounted for more than 10% of the consolidated revenues of the Issuer or (2) as of the end of the most recent fiscal year, was the owner of more than 10% of the consolidated Total Assets of the Issuer.

"Specified Change of Control Event" means the occurrence of any event that would constitute a Change of Control pursuant to the definition thereof; provided that giving pro forma effect thereto, the Consolidated Net Leverage Ratio would not exceed 4.0 to 1.0. Notwithstanding the foregoing, only one Specified Change of Control Event shall be permitted under this Senior Notes Indenture after the Issue Date.

"Standard Securitization Undertakings" means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

"Subordinated Obligation" means, with respect to any Person, any Indebtedness of the Issuer which is expressly subordinated in right of payment to the Senior Notes pursuant to a written agreement.

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"Subordinated Shareholder Debt" means, collectively, any debt provided to the Issuer or a Guarantor by any direct or indirect Parent Holdco of the Issuer or any Permitted Holder, including any Subsidiary or Affiliate of any Parent Holdco that is not a Subsidiary of the Issuer, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Debt; provided that such Subordinated Shareholder Debt:

(1)does not (including upon the occurrence of any event) mature or require any amortization or other payment of principal prior to the maturity of the Senior Notes (other than through conversion or exchange of any such security or instrument for Equity Interests of the Issuer (other than Disqualified Stock) or for any other security or instrument meeting the requirements of the definition);

(2)does not (including upon the occurrence of any event) require the payment of cash interest prior to the maturity of the Senior Notes;

(3)does not (including upon the occurrence of any event) provide for the acceleration of its maturity nor confers on its holders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the maturity of the Senior Notes;

(4)is not secured by a Lien on any assets of the Issuer or a Restricted Subsidiary and is not guaranteed by the Issuer (in respect of Subordinated Shareholder Debt incurred by a Guarantor) or any Subsidiary of the Issuer (in respect of Subordinated Shareholder Debt incurred by the Issuer); and

(5)is contractually subordinated in right of payment to the prior payment in full in cash of all obligations of the Issuer or Guarantor (as applicable) under the Senior Notes and the Note Guarantees pursuant to subordination on insolvency, enforcement limitation, payment blockage, turnover, filing of claims and release of claims provisions,

provided, however, that after any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Debt, such Indebtedness shall constitute an incurrence of such Indebtedness by the Issuer or Guarantor, as applicable, and any and all Restricted Payments made through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original issuance of such Subordinated Shareholder Debt shall constitute new Restricted Payments that are deemed to have been made after the date of the original issuance of such Subordinated Shareholder Debt.

"Subsidiary" means, with respect to any specified Person:

(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or

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indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);

(2)any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity; and

(3)any corporation, company, association, partnership, limited liability company or other business entity which is or is eligible to be consolidated in the financial statements of such Person in accordance with IFRS.

"Successor Parent" means, with respect to any Person, any other Person more than 50% of the total voting power of the Voting Stock of which is, at the time the first Person becomes a Subsidiary of such other Person, "beneficially owned" (as defined below) by one or more Persons that "beneficially owned" (as defined below) more than 50% of the total voting power of the Voting Stock of the first Person immediately prior to the first Person becoming a Subsidiary of such other Person. For purposes hereof, "beneficially own" has the meaning correlative to the term "beneficial owner," as such term is defined in Rules 13d-3 and 13d-5 under the U.S. Exchange Act (as in effect on the Issue Date).

"Tax" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax). "Taxes" and "Taxation" shall be construed to have corresponding meanings.

"Tax Sharing Agreement" means any tax sharing or profit and loss pooling or similar agreement with customary or arm's length terms entered into with any Parent Holdco of the Issuer or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Senior Notes Indenture.

"Total Assets" means, with respect to any specified Person as of any date, the total assets of such Person, calculated on a consolidated basis in accordance with IFRS, excluding all intra-group items and investments in any Subsidiaries of such Person of or by such Person or any of its Restricted Subsidiaries.

"Trade Instruments" means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any of the Issuer or its Restricted Subsidiaries arising in the ordinary course of business which, in each case, is not (or will not be) outstanding for a period longer than 9 months from the date such instrument is issued.

"Transactions" means the offering of the Senior Notes and the use of proceeds thereof as described in the Offering Memorandum.

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"Treasury Rate" means, as of any redemption date, the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available on a day no earlier than two Business Days prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market date selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to November 29, 2023 in the case of the 2026 Notes and November 29, 2024 in the case of the 2028 Notes; provided, however, that if the period from the redemption date to November, 2023 in the case of the 2026 Notes and November 29, 2024 in the case of the 2028 Notes is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by a linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields to U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to November 29, 2023 in the case of the 2026 Notes and November 29, 2024 in the case of the 2028 Notes is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

"Trustee" means Lucid Trustee Services Limited, until a successor replaces it in accordance with the applicable provisions of this Senior Notes Indenture and thereafter means the successor serving hereunder.

"Unrestricted Subsidiary" means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors but only to the extent that such Subsidiary at the time of such designation:

(1)has no Indebtedness other than Non-Recourse Debt;

(2)except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer; and

(3)is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results.

"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated pursuant thereto.

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated pursuant thereto.

"U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated under the U.S. Securities Act.

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"Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by

(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amounts of such Indebtedness.

"Wholly-Owned Subsidiary" means a Restricted Subsidiary of the Issuer, all of the Capital Stock of which (other than directors' qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Issuer or another Wholly-Owned Subsidiary) is owned by the Issuer or another Wholly-Owned Subsidiary.

Section 1.02.Other Definitions.

Term	Defined in  Section
"Additional Amounts"	4.18
"Affiliate Transaction"	4.11
"Applicable Law"	7.11
"Asset Sale Offer"	4.10
"Authenticating Agent"	2.02
"Authentication Order"	2.02
"Authority"	7.11
"Authorized Agent"	12.06
"Calculation Date"	1.01
"Change in Tax Law"	3.08
"Change of Control Offer"	4.13
"Change of Control Payment"	4.13
"Change of Control Payment Date"	4.13
"Covenant Defeasance"	8.03
"Event of Default"	6.01
"Excess Proceeds"	4.10
"Excluded Amounts"	4.07
"FATCA Withholding"	7.11
"incur"	4.09
"Increased Amount"	4.12
"Initial Lien"	4.12
"Judgment Currency"	12.13
"Legal Defeasance"	8.02

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"Notes Offer"	4.10
"Offer Amount"	3.10
"Offer Period"	3.10
"Party"	7.11
"Paying Agent"	2.03
"Payment Default"	6.01
"Permitted Debt"	4.09
"Permitted Payments"	4.07
"Principal Paying Agent"	2.03
"Purchase Date"	3.10
"Register"	2.03
"Registrar"	2.03
"Restricted Payments"	4.07
"Substitution"	5.03
"Suspension Period"	4.19
"Tax Jurisdiction"	4.18
"Tax Redemption Date"	3.08
"Transaction Commitment Date Election"	4.22
"Transfer Agent"	2.03

Section 1.03.Rules of Construction. Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(c)"or" is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)"will" shall be interpreted to express a command;

(f)provisions apply to successive events and transactions;

(g)references to sections of or rules under the U.S. Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

(h)all references to the principal, premium, interest or any other amount payable pursuant to this Senior Notes Indenture shall be deemed also to refer to any Additional Amounts which may be payable hereunder in respect of payments of principal, premium, interest and any other amounts payable pursuant to this Senior Notes Indenture or any undertakings given in addition thereto or in substitution therefor pursuant to this Senior Notes Indenture and express

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reference to the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made; and

(i)unsecured or unguaranteed Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness or guaranteed Indebtedness merely by virtue of its nature as unsecured or unguaranteed Indebtedness.

ARTICLE 2

THE SENIOR NOTES

Section 2.01.Form and Dating. (a) General. The Senior Notes and the Trustee's or Authenticating Agent's certificate of authentication will be substantially in the form of Exhibit A hereto. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage and as provided herein. The Issuer shall approve the form of the Senior Notes and any notation, legend or endorsement thereon. Each Note will be dated the date of its authentication. The terms and provisions contained in the Senior Notes will constitute, and are hereby expressly made, a part of this Senior Notes Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Senior Notes Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Senior Note conflicts with the express provisions of this Senior Notes Indenture, the provisions of this Senior Notes Indenture shall govern and be controlling.

(b)Global Notes. Senior Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Senior Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Notes represented thereby will be made by the Trustee or the Depositary or the Principal Paying Agent at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)144A Global Notes and Regulation S Global Notes. The 2026 Senior Notes sold within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of a 2026 144A Global Note, which shall be deposited with the Custodian, and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2026 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2028 Senior Notes sold within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of a 2028 144A Global Note,

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which shall be deposited with the Custodian, and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2028 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2026 Senior Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 2026 Regulation S Global Note, which shall be deposited with the Common Depositary for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2026 Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2028 Senior Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 2028 Regulation S Global Note, which shall be deposited with the Common Depositary for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2028 Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

(d)Definitive Registered Notes. Definitive Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive Registered Note, or in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Senior Notes Indenture.

Notes issued in definitive registered form will be substantially in the form of Exhibit A hereto (excluding the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" in the form of Schedule A attached thereto).

(e)Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through DTC, Euroclear or Clearstream.

(f)Denomination. The Senior Notes shall be in denominations of $200,000 and integral multiples of $1,000 in excess thereof.

Section 2.02.Execution and Authentication. At least one Officer must sign the Senior Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Senior Note no longer holds that office at the time a Senior Note is authenticated, the Senior Note will nevertheless be valid.

A Senior Note will not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee or the Authenticating Agent. The signature will be conclusive evidence that the Senior Note has been authenticated under this Senior Notes Indenture. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Senior Note to the Trustee for cancellation pursuant to Section 2.11 hereof.

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The Trustee will, upon receipt of a written order of the Issuer signed by an authorized representative (an "Authentication Order"), authenticate or cause the Authenticating Agent to authenticate the Senior Notes for original issue that may be validly issued under this Senior Notes Indenture, including any Additional Senior Notes. The aggregate principal amount of Senior Notes outstanding at any time may not exceed the aggregate principal amount of Senior Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint one or more authentication agents (each, an "Authenticating Agent") acceptable to the Issuer to authenticate Notes. Such an agent may authenticate Notes whenever the Trustee may do so. Each reference in this Senior Notes Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer  or an Affiliate of the Issuer.

Section 2.03.Paying Agent, Registrars and Transfer Agent. The Issuer will maintain one or more paying agents (each, a "Paying Agent") for the Senior Notes in London. The initial Paying Agent will be Citibank, N.A., London Branch (the "Paying Agent" or "Principal Paying Agent") and Citibank, N.A., London Branch hereby accepts such appointment.

The Issuer will also maintain a transfer agent (the "Transfer Agent"). The Issuer hereby appoints Citibank N.A., London Branch as the initial Registrar and Citibank N.A., London Branch hereby accepts such appointment. The Issuer hereby appoints Citibank, N.A., London Branch in London as the initial Transfer Agent and Citibank, N.A., London Branch hereby accepts such appointment. The Issuer will also maintain a registrar (the "Registrar") with an office in London. The Registrar will maintain a register (the "Register") for the Senior Notes reflecting ownership of the Definitive Registered Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Issuer. Each Transfer Agent shall perform the functions of a transfer agent.

The Registrar will send, on request, a copy of the Register to the Issuer on the Issue Date and after any change to the Register made by the Registrar, with such copy to be held by the Issuer at its registered office.

Upon notice to the Trustee, the Issuer may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to the Holders (subject, in the case of a Paying Agent, to the condition described in the first paragraph of this Section 2.03). For so long as the Senior Notes are listed on the Official List of the Exchange and if and to the extent the rules of the International Stock Exchange Authority Limited so require, the Issuer will notify The International Stock Exchange Authority Limited of any change of the Paying Agent, Registrar or Transfer Agent.

Section 2.04.Paying Agent to Hold Money. The Issuer will require each Paying Agent (other than the Trustee in circumstances in which it is required to act as Paying Agent) to agree in writing that each Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium or Additional Amounts, if any, or interest on, the Senior Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay

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all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) will have no further liability for the money. Money held by the Paying Agent will not need to be segregated except as required by law. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee may serve as Paying Agent for the Senior Notes. The Issuer shall no later than 10:00 a.m. (London time) on the second Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms via fax or tested SWIFT MT100 message to the Paying Agent the payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of the Senior Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment.

Money held by the initial Paying Agent (as described in Section 2.03 above) will not be held in trust but will be held by such Paying Agent as banker and such money shall not be held subject to the United Kingdom's Financial Conduct Authority's Client Money Rules.

For the avoidance of doubt, the Paying Agent, the Trustee and any other Agent shall be held harmless and have no liability with respect to the payment or disbursements to be made by the Paying Agent and the Trustee (i) for which payment instructions are not made or received or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment.

Section 2.05.Holder Lists. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. Following the exchange of beneficial interests in Global Notes for Definitive Registered Notes, if the Trustee or the Principal Paying Agent is not the Registrar, the Issuer will furnish or cause the Registrar to furnish, to the Trustee and each Paying Agent at least seven Business Days before each interest payment date and at such other times as the Trustee or the Principal Paying Agent may request in writing, a list of the names and addresses of the Holders of such Definitive Registered Notes in such form and as of such date as the Trustee or the Principal Paying Agent may reasonably require. Neither the Trustee, the Agents nor any of their agents will have any responsibility or be liable for any aspect of the records in relation to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 2.06.Transfer and Exchange. (a) Transfer and Exchange of Global Notes. The Global Notes may not be transferred except as a whole to any Person other than to another Depositary or Common Depositary, another Custodian or nominee of the Depositary or Common Depositary or to a successor clearing agency or its depositary or common depositary or custodian or nominee approved by the Issuer, the Guarantors and the Trustee. All Global Notes will be exchanged by the Issuer for Definitive Registered Notes:

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(i)if DTC (in the case of the 144A Global Note) or Euroclear or Clearstream (in the case of the Regulation S Global Note) notifies the Issuer that it is unwilling or unable to continue to act as a clearing system for such Global Note, or if at any time DTC ceases (in the case of the 144A Global Note) to be a "clearing agency" registered under the U.S. Exchange Act and a successor depositary is not appointed by the Issuer within 120 days of such notice;

(ii)if the Custodian or the Common Depositary, as the case may be, so requests following an Event of Default under this Senior Notes Indenture; or

(iii)if the owner of a Book-Entry Interest requests such exchange in writing delivered through the Custodian or the Common Depositary following a Default or Event of Default under this Senior Notes Indenture.

Upon the occurrence of any of the preceding events in clauses (i) through (ii) above, the Issuer shall issue or cause to be issued Definitive Registered Notes in such names as the Custodian or Common Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and 2.10 hereof. Every Senior Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Senior Note other than as provided in this (a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in (b) or (c) hereof.

None of the Issuer, the Trustee, the Paying Agent or any of their respective agents will have any responsibility for the performance by Euroclear, Clearstream or DTC or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

(b)General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes.

The transfer and exchange of Book-Entry Interests shall be effected through the relevant Depositary, in accordance with the provisions of this Senior Notes Indenture and the Applicable Procedures. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the U.S. Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either subparagraph (b)(i) or (b)(ii) below, as applicable, as well as subparagraph (b)(iii) below, if applicable:

(i)Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests in a Global Note may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in the same Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, Book-Entry Interests in the Regulation S Global Notes will be limited to Persons that have accounts with Euroclear or Clearstream or Persons who hold interests through Euroclear or Clearstream, and any sale or transfer of such interest to U.S. Persons shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to

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Rule 144A. No written orders or instructions shall be required to be delivered to the Trustee, Registrar or Transfer Agent to effect the transfers described in this Section 2.06(b)(i).

(ii)All Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in Global Notes in a transaction not subject to Section 2.06(b)(i) above only if the Trustee and the Registrar or the relevant Transfer Agent (copied to the Trustee) receives either:

(A)both:

(1)a written order from a Participant or an Indirect Participant given to the Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures directing the Custodian or the Common Depositary, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(2)instructions given by the Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures containing information regarding the Participant's account to be credited with such increase; or

(B)both:

(1)a written order from a Participant or an Indirect Participant given to Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures directing the Custodian or the Common Depositary, as applicable, to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(2)instructions given by Custodian or the Common Depositary, as applicable, to the Registrar containing information specifying the identity of the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to in Section 2.06(b)(i) above, the principal amount of such securities and the CUSIP, ISIN, Common Code or other similar number identifying the Senior Notes, provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend.

(iii)Transfer of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Trustee and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) and/or item (3) thereof.

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(c)Transfer or Exchange of Book-Entry Interests in Global Notes for Definitive Registered Notes. If any holder of a Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Definitive Registered Note or to transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note, then, upon receipt by the Trustee and the Registrar of the following documentation:

(i)in the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;

(ii)in the case of an exchange by a holder of a Book-Entry Interest in a Global Note of such Book-Entry Interest for a Definitive Registered Note, the Trustee shall have received a certificate from such holder in the form of Exhibit C hereto, including the certifications in items (1) thereof;

(iii)in the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.06(b) hereof;

(iv)in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note to a QIB in reliance on Rule 144A, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(v)in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Regulation S, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

(vi)in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Rule 144, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to (g) hereof, and the Issuer shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Person designated in the instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this (c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the applicable Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Registrar shall deliver such Definitive Registered Notes to the Persons in whose names such Senior Notes are so registered. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this (c) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(d)Transfer and Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Registered Note proposes to exchange such Definitive Registered Note for a Book-Entry Interest in a Global Note or to transfer such

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Definitive Registered Note to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the Trustee, the relevant Transfer Agent and the Registrar of the following documentation:

(i)if the Holder of such Definitive Registered Note proposes to exchange such Senior Note for a Book-Entry Interest in a Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2) thereof;

(ii)if such Definitive Registered Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(iii)if such Definitive Registered Note is being transferred in reliance on Regulation S or Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) or (3) thereof, as applicable; and

(iv)if such Definitive Registered Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof, the Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuer or a Subsidiary of the Issuer) and no one else will cancel the Definitive Registered Note, and the Trustee will increase or cause to be increased the aggregate principal amount of the appropriate Global Note.

(e)Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes. Upon request by a Holder of Definitive Registered Notes and such Holder's compliance with the provisions of this (e), the Transfer Agent or the Registrar will register the transfer or exchange of Definitive Registered Notes of which registration the Issuer will be informed of by the Transfer Agent or the Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar the Definitive Registered Notes duly endorsed and accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or the Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Registered Notes does not transfer the entire principal amount of Senior Notes represented by any such Definitive Registered Note, the Transfer Agent or the Registrar will cancel or cause to be cancelled such Definitive Registered Note and the Issuer (who has been informed of such cancellation) shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Registered Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this (e).

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Any Definitive Registered Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Registered Note if the Registrar receives the following:

(i)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(ii)if the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(f)Legends. The following legends will appear on the face of all Senior Notes issued under this Senior Notes Indenture unless specifically stated otherwise in the applicable provisions of this Senior Notes Indenture.

(i)Private Placement Legend. Each Global Note and each Definitive Registered Note (and all Senior Notes issued in exchange therefor or in substitution thereof) shall bear the legend in substantially the following form:

"THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S)] [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT

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REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL” BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, A U.S. INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN APPLICABLE U.S. INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THE NOTES REPRESENTED BY THIS CERTIFICATE”.

(ii)Global Note Legend. Each Global Note will bear a legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SENIOR NOTES INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SENIOR NOTES INDENTURE, (2) THIS GLOBAL NOTE MAY BE TRANSFERRED OR EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE SENIOR NOTES INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SENIOR NOTES INDENTURE."

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(g)Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Registered Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note will be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Registered Notes, the principal amount of Senior Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or the Custodian or the Common Depositary, as applicable, at the direction of the Trustee, to reflect such reduction; and if the Book-Entry Interests is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interests in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Custodian or the Common Depositary, as applicable, at the direction of the Trustee to reflect such increase.

(h)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee or the Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's request.

(ii)No service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note or a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10 and 4.13 hereof).

(iii)No Transfer Agent or Registrar will be required to register the transfer of or exchange of any Senior Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.

(iv)All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Senior Notes Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.

(v)Neither the Registrar nor the Issuer shall be required to register the transfer into its register kept at its registered office of any Definitive Registered Notes: (A) for a period of 15 days prior to any date fixed for the redemption of such Definitive Registered Notes under Section 3.03 hereof; (B) for a period of 15 days immediately prior to the date fixed for selection of such Definitive Registered Notes to be redeemed in part; (C) for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Definitive

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Registered Notes; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Any such transfer will be made without charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer.

(vi)The Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of, interest and Additional Amounts, if any, on such Senior Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii)All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the applicable Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile with originals to be delivered promptly thereafter to the Trustee.

(viii)Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Senior Notes Indenture or under applicable law with respect to any transfer of any Book-Entry Interest in any Global Note or any Definitive Registered Note other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Senior Notes Indenture, and to examine the same to determine substantial compliance as to conformity with the express requirements hereof.

(ix)Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by Euroclear or Clearstream or DTC.

(i)Limitation on Transfers and Exchanges between 2026 Global Notes and 2028 Global Notes. Notwithstanding any provision of this Senior Notes Indenture, (i) no Book-Entry Interest in any 2026 Global Note and no Definitive Registered 2026 Note issued in exchange for a Book-Entry Interest in any 2026 Global Note may be transferred or exchanged for any Book-Entry Interest in any 2028 Global Note or any Definitive Registered 2028 Note issued in exchange for a Book-Entry Interest in any 2028 Global Note, and (ii) no Book-Entry Interest in any 2028 Global Note and no Definitive Registered 2028 Note issued in exchange for a Book-Entry Interest in any 2026 Global Note may be transferred or exchanged for any Book-Entry Interest in any 2026 Global Note or any Definitive Registered 2026 Note issued in exchange for a Book-Entry Interest in any 2026 Global Note.

Section 2.07.Replacement Senior Notes. If any mutilated Note is surrendered to the Registrar, the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Senior Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee, any Agent or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee, any Agent and the Issuer to protect the Issuer, the Trustee, any Agent from any loss that any of them may suffer if a Senior Note is replaced. The Issuer may charge the Holder for its expenses in replacing a Senior Note, including reasonable fees and expenses of counsel.

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Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Senior Notes Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08.Outstanding Senior Notes. The Senior Notes outstanding at any time are all the Senior Notes authenticated by the Trustee or the Authenticating Agent except for those cancelled by it, those delivered to the Paying Agent for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Senior Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Senior Note; however, Senior Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Senior Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Senior Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If a Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Senior Notes payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Senior Notes Indenture, then on and after that date such Senior Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09.Treasury Notes. In determining whether the Holders of the required principal amount of Senior Notes have concurred in any direction, waiver or consent, Senior Notes owned by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Senior Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10.Temporary Notes. Until certificates representing Senior Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate temporary Senior Notes. Temporary Notes will be substantially in the form of certificated Senior Notes but may have variations that the Issuer considers appropriate for temporary Senior Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee or the Authenticating Agent will authenticate definitive Senior Notes in exchange for temporary Notes.

Holders of temporary Senior Notes will be entitled to all of the benefits of this Senior Notes Indenture.

Section 2.11.Cancellation. The Issuer at any time may deliver Senior Notes to the Trustee for cancellation. The Registrar, each Paying Agent and any Transfer Agent will forward to the Trustee any Senior Notes surrendered to them for registration of transfer, exchange or

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payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuer or a Subsidiary of the Issuer) and no one else will cancel all Senior Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy cancelled Senior Notes (subject to the record retention requirement of the U.S. Exchange Act). Certification of the destruction of all cancelled Notes will be delivered to the Issuer following a written request from the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. The Issuer undertakes to promptly inform the Exchange (as long as the Senior Notes are admitted to trading on the Exchange and listed on the Official List of the Exchange) on any such cancellation.

Section 2.12.Defaulted Interest. If the Issuer defaults in a payment of interest on the Senior Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Senior Notes and in Section 4.01 hereof. The Issuer will notify the Trustee as soon as practicable in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to the Holders in accordance with Section 12.01 hereof a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Issuer undertakes to promptly inform the Exchange (as long as the Senior Notes are admitted to trading on the Exchange and listed on the Official List of the Exchange) of any such special record date.

Section 2.13.Computation of Interest. Interest on the 2026 Senior Notes will accrue at the rate of 5.625% per annum and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the 2028 Senior Notes will accrue at the rate of 6.250% per annum and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Section 2.14.Further Issues. (a) From time to time, subject to the Issuer's compliance with Section 4.09 and Section 4.12 hereof, the Issuer will be permitted to issue Additional Senior Notes under this Senior Notes Indenture, which shall have terms substantially identical to the Senior Notes of either series issued on the Issue Date, except in respect of any of the following terms which shall be set forth in an Officer's Certificate supplied to the Trustee:

(i)the title of such Additional Senior Notes;

(ii)the aggregate principal amount of such Additional Senior Notes;

(iii)the date or dates on which such Additional Senior Notes have been issued;

(iv)the rate or rates at which such Additional Senior Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record dates for the determination of holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;

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(v)the currency or currencies in which such Additional Senior Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Senior Notes may be payable;

(vi)the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Senior Notes may be redeemed, in whole or in part; and

(vii)if other than denominations of $200,000 and in integral multiples of $1,000 in excess thereof, the denominations in which such Additional Senior Notes shall be issued and redeemed

(b)The Additional Senior Notes will constitute a separate series of Senior Notes but will be treated as a single class of securities for all purposes of this Senior Notes Indenture, including, without limitation, with respect to waivers, amendments and all other matters which are not specially distinguished for such series, provided, however, that if any Additional Senior Notes are not fungible with Initial Senior Notes for U.S. federal income tax purposes, such Additional Senior Notes shall have a separate CUSIP number, ISIN or other identifying number from the Initial Senior Notes. Unless the context otherwise requires, for all purposes of this Senior Notes Indenture, references to "Senior Notes" shall be deemed to include references to the Initial Senior Notes as well as any Additional Senior Notes.

Section 2.15.CUSIP, ISIN or Common Code Number. The Issuer in issuing the Senior Notes may use "CUSIP," "ISIN" or "Common Code" numbers and, if so, such CUSIP, ISIN or Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number printed in the notice or on the Senior Notes, and that reliance may be placed only on the other identification numbers printed on the Senior Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.

The Issuer will promptly notify the Trustee of any change in the CUSIP, ISIN or Common Code number.

Section 2.16.Deposit of Moneys. No later than 10:00 a.m. (London time), on the Business Day prior to each interest payment date and the maturity date of the Senior Notes and on the Business Day immediately following any acceleration of the Senior Notes pursuant to Section 6.02 hereof, the Issuer shall deposit with the Paying Agent, in immediately available funds, money in U.S. dollars sufficient to make cash payments, if any, due on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.16 by the designated Paying Agent, such Paying Agent shall remit such payment in a timely manner to the Holders on such day or date, as the case may be, to the Persons and in the manner set forth in paragraph 2 of the Senior Notes. The Issuer shall promptly notify the Trustee and the Paying Agent of its failure to so act.

Section 2.17.Agents.

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(a)The rights, powers, duties and obligations and actions of each Agent under this Senior Notes Indenture are several and not joint or joint and several.

(b)The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. The Agents need have no concern for the interests of the Holders and except in the case of the Paying Agents as provided above and in Section 2.04 shall act solely as agents of the Issuer.

(c)The Issuer agrees to pay to each Agent such compensation, as the Issuer and such Agent shall from time to time agree in writing for all services rendered by such Agent hereunder.

(d)The Agents hold all funds as banker subject to the terms of this Senior Notes Indenture and, as a result, such money will not be held in accordance with the rules established by the UK Financial Conduct Authority in the UK Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

(e)Any obligation the Agents may have to publish a notice to Holders on behalf of the Issuer will have been met upon delivery of the notice to DTC, Euroclear and/or Clearstream, as applicable.

(f)In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuer or other party entitled to give the Agents instructions under this Senior Notes Indenture by written request promptly upon receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 2.17(f), then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.

(g)The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Senior Notes Indenture and no other acts, covenants, obligations or duties shall (including without limitation duties or obligations of a fiduciary or equitable nature) be implied or read into this Senior Notes Indenture against any of the Agents.

(h)No Agent shall be required to make any payment under this Senior Notes Indenture unless and until it has received the full amount to be paid in accordance with the terms of this Senior Notes Indenture. To the extent that an Agent has made a payment for which it did not receive the full amount, the Issuer will reimburse the Agent the full amount of any shortfall.

(i)The Issuer agrees to pay any and all stamp, registration and other documentary taxes, duties, assessments or government charges (including any interest and penalties thereon or in connection therewith) payable in connection with the execution, delivery, performance and enforcement of this Agreement by the Agents.

(j)The Agent shall not be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.

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(k)Notwithstanding any other provision of this Senior Notes Indenture, the Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any Applicable Law, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.

(l)The Agents shall not be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of force majeure.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01.Notices to Trustee. If the Issuer elects to redeem Senior Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee in accordance with Section 12.01 hereof, at least 10 days but not more than 60 days before a redemption date (and, in any case, concurrently with any notice given to Holders pursuant to Section 3.03 hereof), an Officer's Certificate setting forth:

(a)the clause of this Senior Notes Indenture pursuant to which the redemption shall occur;

(b)the redemption date and the record date;

(c)the principal amount of Senior Notes to be redeemed;

(d)the redemption price; and

(e)the CUSIP, ISIN or Common Code numbers of the Senior Notes, as applicable.

Section 3.02.Selection of Senior Notes to Be Redeemed or Purchased. If less than all of the Senior Notes of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee (or the Registrar, as applicable) will select Senior Notes for redemption or purchase on a pro rata basis in accordance with the procedures of DTC, Clearstream or Euroclear (as applicable) (or, in the case of Senior Notes issued in global form pursuant to Article 2 hereof, based on a method that most nearly approximates a pro rata basis (for Senior Notes held in DTC, on a pro rata pass-through distribution of principal basis in accordance with their procedures)), unless otherwise required by law or applicable stock exchange or depositary requirements. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Section 3.02.

The Trustee will promptly notify the Issuer in writing of the Senior Notes selected for redemption or purchase and, in the case of any Senior Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Senior Notes and portions of Senior Notes selected will be in amounts of $200,000 or in integral multiples of $1,000 in excess thereof; except that if all of the Senior Notes of a Holder are to be redeemed or purchased, the

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entire outstanding amount of Senior Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Senior Notes Indenture that apply to Senior Notes called for redemption or purchase also apply to portions of Senior Notes called for redemption or purchase.

Section 3.03.Notice of Redemption. (a) Subject to the provisions of Section 3.10 hereof, at least 10 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder of the relevant series whose Senior Notes are to be redeemed at its registered address (with a copy to the Trustee, Paying Agent and Registrar), except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the relevant series of Senior Notes or the satisfaction and discharge of this Senior Notes Indenture pursuant to Articles 8 or 11 hereof. For Senior Notes which are represented by Global Notes, notices may be given by delivery of the relevant notices to DTC, Euroclear or Clearstream of any series, as applicable, for communication to entitled account holders in substitution for the aforesaid mailing. So long as any Senior Notes of such series are listed on the Official List of the Exchange and the rules of The International Stock Exchange Authority Limited so require, the Issuer will forthwith notify The International Stock Exchange Authority Limited of any such redemption and the principal amount of any Senior Notes of the relevant series outstanding following any partial redemption of such Senior Notes.

(b)The notice will identify the Senior Notes to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state:

(i)the redemption date and the record date;

(ii)the redemption price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;

(iii)if any Global Note is being redeemed in part, the portion of the principal amount of such Global Note to be redeemed and that, after the redemption date upon surrender of such Global Note, the principal amount thereof will be decreased by the portion thereof redeemed pursuant thereto;

(iv)if any Definitive Registered Note is being redeemed in part, the portion of the principal amount of such Senior Note to be redeemed, and that, after the redemption date, upon surrender of such Senior Note, a new Definitive Registered Note or Definitive Registered Notes in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Definitive Registered Note;

(v)the name and address of the Paying Agent(s) to which the Senior Notes are to be surrendered for redemption;

(vi)that Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price, plus accrued and unpaid interest, if any, and Additional Amounts, if any;

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(vii)that, unless the Issuer defaults in making such redemption payment, interest, and Additional Amounts, if any, on Notes called for redemption cease to accrue on and after the redemption date;

(viii)the paragraph of the Senior Notes and/or Section of this Senior Notes Indenture pursuant to which the Senior Notes called for redemption are being redeemed; and

(ix)that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed in such notice or printed on the Senior Notes.

(c)At the Issuer's written request, the Trustee will give the notice of redemption in the Issuer's name and at its expense; provided, however, that the Issuer will have delivered to the Trustee, at least five days (or such shorter period as agreed by the Trustee) prior to the date on which the notice of redemption is published or mailed to Holders, as the case may be, an Officer's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in (b) hereof.

Section 3.04.Effect of Notice of Redemption. Any redemption or notice of redemption may, at the Issuer's discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Issuer's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (provided, however, that, in no case shall the notice have been delivered less than 10 days or more than 60 days prior to the date on which such redemption (if any) occurs), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. The Issuer shall send a supplemental notice to the clearing system confirming the satisfaction of the conditions precedent to any conditional redemption. In addition, such notice of redemption may be extended if such conditions precedent have not been satisfied or waived by the Issuer by notice to the Holders of the applicable series of Senior Notes and the Issuer may provide in such notice that payment of the redemption or purchase price and performance of the Issuer's obligations with respect to such redemption may be performed by another Person. Notice of any satisfaction and discharge under the Senior Notes Indenture may be subject to a notice period of more than 60 days, at the Issuer's discretion.

Section 3.05.Deposit of Redemption or Purchase Price. (a) No later than 10:00 a.m. (London time) one Business Day prior to the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money in U.S. dollars sufficient to pay the redemption or purchase price of, and accrued interest and Additional Amounts (if any) on, all Senior Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent, as applicable, by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Amounts, if any, on, all Senior Notes to be purchased or redeemed. The Issuer shall, no later than 10:00 a.m. (London time) on the second Business Day prior to the date on which the applicable Paying Agent receives payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the relevant Paying Agent that an irrevocable

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instruction has been given. The Paying Agent and the Trustee, as applicable, shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and/or Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 3.05, and (ii) shall not be obligated to make payment until they have confirmed receipt of funds sufficient to make the relevant payment.

(b)If the Issuer complies with the provisions of Section 3.05(a) hereof, on and after the redemption or purchase date, interest will cease to accrue on the Senior Notes or the portions of Senior Notes called for redemption or purchase. If a Senior Note is redeemed or purchased on or after a record date for the payment of interest but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Senior Note was registered at the close of business on such record date. If any Senior Note called for redemption is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with Section 3.05(a) hereof, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Senior Notes and in Section 4.01 hereof.

Section 3.06.Notes Redeemed or Purchased in Part. Upon surrender of a Definitive Registered Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee or the Authenticating Agent will authenticate for (and in the name of) the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Senior Note surrendered; provided that any Definitive Registered Note shall be in a principal amount of $200,000 and integral multiples of $1,000 in excess thereof.

Section 3.07.Optional Redemption. (a) At any time prior to November 29, 2023, in the case of the 2026 Senior Notes, and November 29, 2024, in the case of the 2028 Senior Notes, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Senior Notes of the applicable series issued under this Senior Notes Indenture, upon not less than 10 nor more than 60 days' prior written notice to the Holders, at a redemption price equal to 105.625%, in the case of the 2026 Senior Notes, and 106.250% in the case of the 2028 Senior Notes, of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of Holders of the Senior Notes of the applicable series on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of any Equity Offering of the Issuer or any Parent Holdco of the Issuer to the extent the proceeds from such Equity Offering are contributed to the Issuer's common equity capital or are paid to the Issuer as consideration for the issuance of ordinary shares of the Issuer or as Subordinated Shareholder Debt (in each case, excluding proceeds from any Parent Debt Contribution); provided that:

(i)at least 50% of the aggregate principal amount of the Senior Notes of the series being redeemed originally issued under this Senior Notes Indenture (excluding Senior Notes of such series held by the Issuer and its Subsidiaries and their respective Affiliates) remain outstanding immediately after the occurrence of such redemption; and

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(ii)the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(b)At any time prior to November 29, 2023, in the case of the 2026 Senior Notes, and November 29, 2024, in the case of the 2028 Senior Notes, the Issuer may on any one or more occasions redeem all or a part of the Senior Notes of the applicable series upon not less than 10 nor more than 60 days' prior written notice to the Holders, at a redemption price equal to 100.000% of the principal amount of the Senior Notes of such series redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Senior Notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

(c)Except pursuant to Sections 3.07(a) and 3.07(b) hereof and except pursuant to Section 3.08 and Section 4.13(a) hereof, the 2026 Senior Notes will not be redeemable at the Issuer's option prior to November 29, 2023 and the 2028 Senior Notes will not be redeemable at the Issuer's option prior to November 29, 2024.

(d)On or after November 29, 2023, in the case of the 2026 Senior Notes, and November 29, 2024, in the case of the 2028 Senior Notes, the Issuer may on any one or more occasions redeem all or a part of the Senior Notes of the applicable series upon not less than 10 nor more than 60 days' prior written notice to the Holders, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Notes of such series redeemed, to the applicable date of redemption, if redeemed on or after the dates indicated below, subject to the rights of Holders of Senior Notes of such series on the relevant record date to receive interest on the relevant interest payment date:

2026 Senior Notes:

Date	Redemption Price
November 29, 2023	102.81250	%
November 29, 2024	101.40625	%
November 29, 2025 and thereafter	100	%

2028 Senior Notes:

Date	Redemption Price
November 29, 2024	103.1250	%
November 29, 2025	101.5625	%
November 29, 2026 and thereafter	100	%

(e)Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the applicable series of Senior Notes or portions thereof called for redemption on the applicable redemption date.

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(f)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

(g)If requested in writing by the Issuer, which request may be included in the applicable notice of redemption or pursuant to the applicable Officer's Certificate, the Trustee or the Paying Agent (or such other entity directed, designated or appointed (as agent) by the Trustee, for this purpose) shall distribute any amounts deposited to the Holders prior to the applicable redemption date, provided, however that the Holders and the Paying Agent shall have received at least five Business Days' notice  (or such shorter period as the Paying Agent may agree) from the Issuer of such earlier repayment (which may be included in the notice of redemption). For the avoidance of doubt, the distribution and payment to Holders prior to the applicable redemption date as set forth above will not include any negative interest, present value adjustment, break costs or any other premium on such amounts. To the extent that either series of Senior Notes are represented by Global Notes deposited with a common depositary for a clearing system, any payment to the beneficial holders holding Book-Entry Interests as participants of such clearing system will be subject to the then applicable procedures of such clearing system.

Section 3.08.Redemption for Changes in Taxes. (a) The Issuer may redeem the Senior Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days' prior written notice of the redemption (which date shall be no earlier than 60 days prior to the next date on which any amount would be payable in respect of the Notes) to the Holders (with a copy to the Trustee and the Paying Agent) (which notice will be irrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01 hereof), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer for redemption (a "Tax Redemption Date") and all Additional Amounts (if any) due on the Tax Redemption Date as a result of the redemption or otherwise in accordance with Section 4.18 hereof, (and subject to the right of Holders on the Tax Redemption Date to receive accrued and unpaid interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof and (in respect of the payment of any Additional Amounts) insofar only as the obligation to pay Additional Amounts applies also at the time such notice is given), if on the next date on which any amount would be payable in respect of the Senior Notes, the Issuer or a Guarantor is or would be required to pay Additional Amounts, and the Issuer or Guarantor cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of:

(i)any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction which amendment or change becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, on a date after the Issue Date, such later date); or

(ii)any amendment to, or change in, an official position, or the introduction of an official position, regarding the interpretation, administration or application of such laws, regulations or rulings (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or a change in published tax authority practice or other administrative practice) which amendment, change or introduction becomes effective on or after the Issue Date

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(or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, after the Issue Date, such later date)

(each of the foregoing clauses (i) and (ii), a "Change in Tax Law").

(b)Prior to the publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to this Senior Notes Indenture, the Issuer will deliver to the Trustee (i) an Officer's Certificate stating that obligation to pay such Additional Amounts cannot be avoided by the Issuer (or the relevant Guarantor, as applicable) taking reasonable measures available to it; and (ii) a written opinion of independent tax counsel to the Issuer of recognized standing in the relevant Tax Jurisdiction and reasonably satisfactory to the Trustee (such approval not to be unreasonably withheld) to the effect that the Issuer (or the relevant Guarantor, as applicable) has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law.

(c)The Trustee will accept and shall be entitled to rely on such Officer's Certificate and Opinion of Counsel without further inquiry, investigation, independent verification or liability as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Section 3.09.Mandatory Redemption; Open Market Purchases. The Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the Senior Notes. The Issuer and its Affiliates may at any time and from time to time purchase Senior Notes in the open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

Section 3.10.Offer to Purchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an Asset Sale Offer or to commence a Notes Offer, it will follow the procedures specified in this Section 3.10.

(b)Each Asset Sale Offer will be made to all Holders and, to the extent the Issuer elects to do so, to holders of other Indebtedness that is Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets. In addition, each Notes Offer will be made to all Holders. Each Asset Sale Offer and Notes Offer will remain open for such period as is required by applicable law (the "Offer Period"). No later than three Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer will apply all Excess Proceeds, in the case of an Asset Sale Offer, or Net Proceeds, in the case of a Notes Offer (the "Offer Amount"), to the purchase of the Senior Notes and, if applicable, such other Pari Passu Indebtedness (on a pro rata basis based on the principal amount of Senior Notes and such other Pari Passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Senior Notes and, if applicable, such other Indebtedness tendered in response to the Asset Sale Offer or Notes Offer, as the case may be. Payment for any Senior Notes so purchased will be made in the same manner as interest payments are made.

(c)If the Purchase Date is on or after a record date for the payment of interest and on or before the related payment date, any accrued and unpaid interest, if any, will be paid to

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the Person in whose name a Senior Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Notes Offer, as the case may be.

(d)Upon the commencement of an Asset Sale Offer or Notes Offer, the Issuer will send, by first class mail, a notice to the Trustee and each of the Holders with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Notes Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Notes Offer (as applicable), will state:

(i)that the Asset Sale Offer or Notes Offer (as applicable) is being made pursuant to this Section 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer or Notes Offer (as applicable) will remain open;

(ii)the Offer Amount, the purchase price and the Purchase Date;

(iii)that any Senior Note not tendered or accepted for payment will continue to accrue interest;

(iv)that, unless the Issuer defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer or Notes Offer (as applicable) will cease to accrue interest after the Purchase Date;

(v)that Holders electing to have a Senior Note purchased pursuant to an Asset Sale Offer or Notes Offer (as applicable) may elect to have Senior Notes purchased in denominations of $1,000, or integral multiples thereof; provided that Senior Notes of $200,000 or less may only be purchased in whole and not in part;

(vi)that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer or Notes Offer (as applicable) will be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer by book-entry transfer through the facilities of the Depositary, to the account of the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased;

(viii)that, if the aggregate principal amount of Senior Notes and, if applicable, other Pari Passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuer will select the Senior Notes and other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Senior Notes and such other Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Senior Notes in denominations of $1,000, or integral multiples thereof, will be purchased;

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provided that Senior Notes of $200,000 or less may only be purchased in whole and not in part; and

(ix)that Holders whose Definitive Registered Notes were purchased only in part will be issued new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered (or transferred by book-entry transfer).

(e)On or before the Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Senior Notes or portions thereof tendered pursuant to the Asset Sale Offer or Notes Offer (as applicable), or if less than the Offer Amount has been tendered, all Senior Notes tendered, and will deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer's Certificate stating that such Senior Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.10. The Issuer, the relevant Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder in the manner specified in the Senior Notes an amount equal to the purchase price of the Senior Notes tendered by such Holder and accepted by the Issuer for purchase. In connection with any purchase of Global Notes pursuant hereto, the Trustee will endorse such Global Notes to reflect the decrease in principal amount of such Global Note resulting from such purchase. In connection with any partial purchase of Definitive Registered Notes, the Issuer will promptly issue a new Definitive Registered Note, and the Trustee, upon written request from the Issuer, will procure the authentication of and mail or deliver such new Definitive Registered Note to the tendering Holder, in a principal amount equal to any unpurchased portion of the Definitive Registered Note surrendered. Any Senior Note tendered but not accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce and inform The International Stock Exchange Authority Limited (for as long as the Senior Notes (if any) are admitted to trading on the Exchange and listed on the Official List of the Exchange) of the results of the Asset Sale Offer or Notes Offer (as applicable) on the Purchase Date.

(f)Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof (it being understood that any purchase pursuant to this Section 3.10 shall not be subject to conditions precedent).

Section 3.11.Optional Redemption upon Completion of Certain Tender Offers. In connection with any tender offer for any series of Senior Notes (including, without limitation, any Change of Control Offer and any Asset Sale Offer), if Holders of Senior Notes of not less than 90% in aggregate principal amount of the applicable outstanding Notes validly tender and do not withdraw such Senior Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of the Senior Notes validly tendered and not withdrawn by such Holders, all of the holders of the applicable series of Senior Notes will be deemed to have consented to such tender or other offer and, accordingly, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days' prior notice, given not more than 30 days following such tender offer expiration date, to redeem the applicable series of Senior Notes that remain outstanding in whole, but not in part, following such purchase at a price equal to the price (excluding any early tender fee) offered to each other Holder of Senior Notes in such

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tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes of the relevant series have validly tendered and not validly withdrawn their Notes in a tender offer, Notes owned by the Issuer or its Affiliates or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.

ARTICLE 4

COVENANTS

Section 4.01.Payment of Senior Notes. The Issuer will pay or cause to be paid the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes on the dates and in the manner provided in the Senior Notes and this Senior Notes Indenture. Principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary of the Issuer, holds as of 10:00 a.m. London Time one Business Day prior to the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Amounts, if any, then due. If the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.16 hereof.

Principal of, interest, premium and Additional Amounts, if any, on the Senior Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in London, for such purposes. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder.

Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes.

The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the Senior Notes to the extent lawful. The Issuer will pay interest (including post- petition interest in any proceeding under any Bankruptcy Law) on overdue instalments of interest and Additional Amounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Section 4.02.Maintenance of Office or Agency. The Issuer will maintain the offices and agencies specified in Section 2.03 and Section 12.06 hereof. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made

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or served at the trust office of the Trustee (the address of which is specified in Section 12.01 hereof).

The Issuer may also from time to time designate one or more other offices or agencies where the Senior Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the City of London. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the trust office of the Trustee (the address of which is specified in Section 12.01 hereof) as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03.Reports. (a) For so long as any Senior Notes are outstanding, the Issuer will furnish to the Trustee the following reports:

(i)within 120 days after the end of the Issuer’s fiscal year beginning with the fiscal year ending December 31, 2021, annual reports containing the following information: (a) audited consolidated balance sheet of the Issuer as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Issuer for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) pro forma income statement and balance sheet information of the Issuer (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (ii) or (iii) below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition, acquired company financial statements)); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, a discussion of financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (d) a description of the business, management and shareholders of the Issuer, material affiliate transactions and material debt instruments; and (e) material risk factors and material recent developments;

(ii)within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Issuer beginning with the quarter ending March 31, 2022, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Issuer, together with condensed footnote disclosure; (b) pro forma income statement and balance sheet information of the Issuer (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter to which such quarterly

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report relates (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition, acquired company financial statements); (c) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Issuer, and any material change between the current quarterly period and the corresponding period of the prior year; (d) material recent developments; and

(iii)promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and the Restricted Subsidiaries, taken as a whole, or any changes of the Chief Executive Officer or Chief Financial Officer at the Issuer or change in auditors of the Issuer or any other material event that the Issuer or any of its Restricted Subsidiaries announces publicly, information describing such event.

(b)In addition, if the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by Sections 4.03(a)(i) and 4.03(a)(ii) hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

(c)All financial statements will be prepared in accordance with IFRS. Except as provided for above, no report need include separate financial statements for the Issuer or Subsidiaries of the Issuer or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.

(d)In addition, for so long as Senior Notes of a series remain outstanding, the Issuer has agreed that it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

(e)Substantially concurrently with the issuance to the Trustee of the reports specified in Sections 4.03(a)(i), 4.03(a)(ii) and 4.03(a)(iii) hereof, the Issuer shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Issuer and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such reports to holders (as determined by the Issuer in good faith) or (b) to the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the holders and, upon their request, prospective purchasers of the Senior Notes. For the avoidance of doubt, there shall be no requirement to issue the information specified in Section 4.03(a)(iii) hereof to the Trustee if it shall already have been made publicly available under Section 4.03(e)(a)(i) hereof, unless the Trustee so requests.

(f)For so long as either: (i) the Issuer is subject to the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act and continues to file the reports required by Section 13(a) or 15(d) of the US Exchange Act with the SEC; or (ii) the Issuer chooses to provide

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reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Issuer) the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act (other than the provision of certifications, exhibits or information as to internal controls and procedures) and, in the case of this Section 4.03(f)(ii), makes such reports available to Holders on its website or otherwise provides substantially comparable availability of such reports to Holders (as determined by the Issuer in good faith), the Issuer will be deemed to have complied with the provisions contained in this Section 4.03.

(g)The Issuer may satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to any Parent Holdco; provided the same is accompanied by consolidating information that explains in reasonable detail the material differences between the information relating to such Parent Holdco and its Subsidiaries, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries, on the other hand.

(h)Delivery of information, documents and reports to the Trustee pursuant to this Section 4.03 is for informational purposes only. The Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein, including the Issuer’s compliance with any of its covenants under the Senior Notes Indenture or related documents herein.

Section 4.04.Compliance Certificate. (a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer's Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Senior Notes Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer is not in default in the performance or observance of any of the terms, provisions and conditions of this Senior Notes Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b)So long as any of the Senior Notes are outstanding, the Issuer will deliver to the Trustee, as soon as reasonably practicable after (but not later than thirty days) upon any Officer becoming aware of any Default or Event of Default, an Officer's Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

Section 4.05.Taxes. The Issuer will pay, and the Issuer will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Senior Notes.

Section 4.06.Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the

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performance of this Senior Notes Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07.Restricted Payments. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)declare or pay any dividend or make any other payment or distribution on account of the Issuer’s Equity Interests or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries' Equity Interests in their capacity as holders (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock or Designated Preference Shares of the Issuer)) other than dividends or distributions payable to the Issuer or a Restricted Subsidiary;

(ii)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any Parent Holdco of the Issuer;

(iii)make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations (excluding any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except (i) at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition;

(iv)make any payment (except through capitalization) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Debt; or

(v)make any Restricted Investment,

(all such payments and other actions set forth in the Sections 4.07(a)(i) through (v) above being collectively referred to as "Restricted Payments"), unless, at the time of any such Restricted Payment:

(A)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(B)the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a) hereof; and

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(C)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by Section 4.07(b) hereof other than Sections 4.07(b)(i), (xvi), (xviii) and (xx) hereof), is less than the sum, without duplication, of:

(1)50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing immediately prior to the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2)100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock, Excluded Contributions and Designated Preference Shares) or from the issue or sale of convertible or exchangeable Disqualified Stock of the Issuer or convertible or exchangeable debt securities of the Issuer, in each case that have been converted into or exchanged for Equity Interests of the Issuer (other than Equity Interests (or Disqualified Stock, Designated Preference Shares or debt securities) sold to a Subsidiary of the Issuer) or from the issuance or sale of Subordinated Shareholder Debt (other than an issuance or sale to a Subsidiary of the Issuer), other than any Parent Debt Contributions; plus

(3)to the extent that any Restricted Investment that was made after the Issue Date is (a) sold, disposed of or otherwise cancelled, liquidated or repaid, 100% of the aggregate amount received in cash and the fair market value of the property and marketable securities or other property received by the Issuer or any Restricted Subsidiary, or (b) made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the fair market value of the Restricted Investment of the Issuer and its Restricted Subsidiaries as of the date such entity becomes a Restricted Subsidiary; plus

(4)to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted Subsidiary or is merged or consolidated into the Issuer or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary are transferred to the Issuer or a Restricted Subsidiary, the fair market value of the property received by the Issuer or Restricted Subsidiary or the Issuer’s Restricted Investment in such Subsidiary as of the date of such redesignation, merger, consolidation or transfer of assets, to the extent such investments reduced the Restricted Payments capacity under this clause (C) and were not previously repaid or otherwise reduced; plus

(5)100% of any dividends or distributions received by the Issuer or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the Issuer for such period; plus

(6)upon the full and unconditional release of a Restricted Investment that is a guarantee made by the Issuer or one of its Restricted Subsidiaries to any Person, an amount equal to the amount of such guarantee,

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provided, however, that notwithstanding the foregoing, any amounts (such amounts, the "Excluded Amounts") that would otherwise be included in the calculation of the amount available for Restricted Payments pursuant to Section 4.07(a)(v)(C) hereof will be excluded to the extent (1) such amounts result from the receipt of net cash proceeds or property or marketable securities received in contemplation of, or in connection with, an event that would otherwise constitute a Change of Control pursuant to the definition thereof, (2) the purpose of, or the effect of, the receipt of such net cash proceeds or property or assets or marketable securities was to reduce the Consolidated Net Leverage Ratio so that there would be an occurrence of a Specified Change of Control Event that would not have been achieved without the receipt of such net cash proceeds or property or assets or marketable securities and (3) no Change of Control Offer is made in connection with such Change of Control in accordance with the requirements of this Senior Notes Indenture.

(b)The preceding provisions will not prohibit any of the following (collectively, "Permitted Payments"):

(i)the payment of any dividend or the consummation of any redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Senior Notes Indenture;

(ii)the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock, Parent Debt Contributions, Excluded Amounts or Designated Preference Shares), Subordinated Shareholder Debt or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(a)(v)(C)(2) hereof and will not be considered to be net cash proceeds from an Equity Offering for the purposes of Section 3.07 hereof;

(iii)the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made in exchange for, or out of the proceeds of a substantially concurrent sale or issuance of, Permitted Refinancing Indebtedness;

(iv)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations:

(A)(i) from Net Proceeds to the extent permitted under Section 4.10 hereof, but only if the Issuer shall have first complied with the terms of such covenant described under Section 4.10 and purchased all Senior Notes tendered pursuant to any offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium payable thereon;

(B)to the extent required by the agreement governing such Subordinated Obligations, following the occurrence of a Change of Control (or other similar event

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described therein as a "change of control"), but only (i) if the Issuer shall have first complied with the terms described under Section 4.13 hereof and purchased all Senior Notes tendered pursuant to the offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest and any premium payable thereon; or

(C)(i) consisting of Acquired Debt (other than Indebtedness incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Issuer or a Restricted Subsidiary or (b) otherwise in connection with or contemplation of such acquisition) and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium required by the terms of any Acquired Debt;

(v)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary held by any current or former officer, director, employee or consultant of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $20.0 million per calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); and provided further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds (excluding proceeds from any Parent Debt Contributions) from the sale of Equity Interests of the Issuer or a Restricted Subsidiary received by the Issuer or a Restricted Subsidiary during such calendar year, in each case to members of management, directors or consultants of the Issuer, any of its Restricted Subsidiaries or any Parent Holdco of the Issuer to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Section 4.07(a)(v)(C)(2) hereof or this Section 4.07(b)(v) and are not Excluded Contributions or Excluded Amounts;

(vi)the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(vii)the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with Section 4.09 hereof;

(viii)(a) payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (x) the exercise of options or warrants or (y) the conversion or exchange of Capital Stock of any such Person and (b) payments made or expected to be made by the Issuer or any Restricted Subsidiary pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Capital Stock granted to any future, present or former employee, director, officer, contractor or consultant of the Issuer or

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any Restricted Subsidiary pursuant to any employee benefit plans or arrangements, including for the purpose of satisfying any Taxes (including estimated Taxes) due as a result of the exercise of any such option;

(ix)advances or loans to (a) any future, present or former officer, director, employee or consultant of the Issuer or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Equity Interests of the Issuer (other than Disqualified Stock or Designated Preference Shares), or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement or (b) any management equity plan, employee benefit trust or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition for value of Equity Interests of the Issuer (other than Disqualified Stock or Designated Preference Shares); provided that the total aggregate amount of Restricted Payments made under this Section 4.07(b)(ix) does not exceed $20.0 million at any time outstanding;

(x)payments or distributions to dissenting shareholders pursuant to applicable law in connection with or contemplation of a merger, amalgamation, consolidation or transfer of assets that complies with the provisions of the Senior Notes relating to mergers, amalgamations, consolidations or transfers of substantially all of a Guarantor's assets;

(xi)the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests (other than the Issuer or any Restricted Subsidiary) then entitled to participate in such dividends on a pro rata basis or otherwise in compliance with the terms of the instruments governing such Equity Interests;

(xii)dividends, loans, advances or distributions (including any repayment of any Subordinated Shareholder Debt) to any Parent Holdco or other payments by the Issuer or any Restricted Subsidiary in an amount equal to (without duplication) (A) the amounts required to make Permitted Parent Payments; or (B) amounts constituting or to be used for purposes of making payments (i) as disclosed in the Offering Memorandum under the heading "Use of Proceeds" on or after the Issue Date; or (ii) to the extent specified in Sections 4.11(b)(i), (iv), (v) and (x) hereof;

(xiii)Restricted Payments that are made with Excluded Contributions;

(xiv)so long as no Default or Event of Default has occurred and is continuing, the payment of Management Fees;

(xv)the declaration and payment of dividends to holders of any class or series of Designated Preference Shares of the Issuer issued after the Issue Date; provided, however, that, the amount of all dividends declared or paid pursuant to this Section 4.07(b)(xv) shall not exceed the net proceeds received by the Issuer or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock, a Parent Debt Contribution, Excluded Amounts or an Excluded Contribution) of the Issuer or contributed as Subordinated

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Shareholder Debt to the Issuer, as applicable, from the issuance or sale of such Designated Preference Shares;

(xvi)so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), any Restricted Payment; provided that the Consolidated Net Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment and any Indebtedness incurred in connection therewith does not exceed 3.5 to 1.0;

(xvii)dividends or other distributions in amounts required and used by a Parent Holdco of the Issuer to make a substantially concurrent payment of interest on Indebtedness, the proceeds of which have been contributed as a Parent Debt Contribution to the Issuer or any of its Restricted Subsidiaries, and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer or any of its Restricted Subsidiaries incurred in accordance with Section 4.09 hereof; provided that any amounts payable (A) as interest on any proceeds loan or other Indebtedness of the Issuer or any Restricted Subsidiary pursuant to which the Parent Debt Contribution was made, or (B) on any guarantee or other obligation of the Issuer or any Restricted Subsidiary on such Indebtedness will, in each case, reduce the amount available for making restricted payments under this Section 4.07(b)(xvii);

(xviii)so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the declaration and payment by the Issuer of, or loans, advances, dividends or distributions to any Parent Holdco to pay, dividends on the common stock or common equity interests of the Issuer or any Parent Holdco following any Equity Offering of such common stock or common equity interests following the Existing 2027 Notes Issue Date, in an amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the Issuer from such Equity Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through an Excluded Contribution or Excluded Amounts or a Parent Debt Contribution) of the Issuer and (b) following the Equity Offering, an amount equal to 6% of the Market Capitalization; provided that in the case of this clause (b) after giving pro forma effect to such loans, advances, dividends or distributions, the Consolidated Net Leverage Ratio shall be equal to or less than 4.0 to 1.0;

(xix)payment of Receivables Fees and purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing; and

(xx)so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed the greater of $350.0 million and 6.0% of the Total Assets of the Issuer.

(c)The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment shall be determined conclusively by the Issuer acting in good faith.

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(d)For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Permitted Payments described in the foregoing Sections 4.07(b)(i) through (xx), or is permitted pursuant to Section 4.07(a) hereof and/or one or more of the clauses contained in the definition of "Permitted Investment," the Issuer will be entitled to classify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this covenant, including as an Investment pursuant to one of more clauses contained in the definition of Permitted Investment.

Section 4.08.Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i)pay dividends or make any other distributions on its Capital Stock to the Issuer or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary;

(ii)make loans or advances to the Issuer or any Restricted Subsidiary; or

(iii)sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary,

provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary, in each case, shall not be deemed to constitute such an encumbrance or restriction.

(b)However, Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(i)any encumbrance or restriction pursuant to (A) any Credit Facility (including the Revolving Credit Facility and the Senior Credit Facilities), (B) this Senior Notes Indenture, the Senior Notes, the Note Guarantees, the Existing 2027 Notes, the Existing 2027 Notes Indenture and the Existing 2027 Note Guarantees or (C) any other agreement or instrument, in each case in effect at or entered into on or as of the Issue Date;

(ii)agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein (A) are not materially less favorable to the holders of the Senior Notes than is customary in comparable financings (as determined in good faith by the Issuer); (B) are customary

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in comparable financings; or (C) would not, in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes;

(iii)applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;

(iv)any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Senior Notes Indenture to be incurred;

(v)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(iii) hereof;

(vi)any encumbrance or restriction: (A) entered into in the ordinary course of business that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Senior Notes Indenture or securing Indebtedness of the Issuer or a Restricted Subsidiary permitted under this Senior Notes Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary;

(vii)any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(viii)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Issuer would not in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes;

(ix)Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(x)customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with an Investment), which limitation is applicable only to the assets that are the subject of such agreements;

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(xi)restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(xii)restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing;

(xiii)any encumbrance or restriction pursuant to or ancillary to Hedging Obligations; or

(xiv)any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing Sections 4.08(b)(i) through 4.08(b)(xiii), or in this Section 4.08(b)(xiv); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced or replaced or would not in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes.

Section 4.09.Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may incur Indebtedness or issue preferred stock, if on the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Issuer’s Consolidated Net Leverage Ratio would not exceed 4.5 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued on such date.

(b)Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(i)the incurrence of Indebtedness under the Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed $1,000.0 million, plus in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(ii)Indebtedness outstanding on the Issue Date after giving pro forma effect to the Transactions and the use of the net proceeds thereof (other than Indebtedness described in Sections 4.09(b)(i) and (iii) hereof);

(iii)the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Senior Notes (other than Additional Senior Notes) and the related Note

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Guarantees (including any future Note Guarantees) and the Existing 2027 Notes and the Existing 2027 Note Guarantees and, without limitation, any intercompany Indebtedness entered into (between or among the Issuer and its Restricted Subsidiaries) using the proceeds thereof;

(iv)the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness representing (x) Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Issuer or any of its Restricted Subsidiaries, not to exceed the greater of $150.0 million or 3.0% of the Total Assets of the Issuer at any time outstanding or (y) any Non-IHS Netherlands Group Lease Obligations;

(v)the incurrence by the Issuer or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) incurred under Sections 4.09(a), 4.09(b)(ii), 4.09(b)(iii), 4.09(b)(v) or 4.09(b)(xiv) hereof;

(vi)the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary; provided that:

(A)if the Issuer or any Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and ((i) except in respect of the intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Restricted Subsidiaries and (ii) only to the extent legally permitted (the Issuer and its Restricted Subsidiaries having completed all procedures required in the reasonable judgment of directors of officers of the obligee or obligor to protect such Persons from any penalty or civil or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Senior Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and

(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(vi);

(vii)the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary; provided that the Indebtedness arises under guarantees entered into pursuant to section 2:403 of the Dutch Civil Code in respect of a Restricted Subsidiary incorporated in the Netherlands and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code;

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(viii)the issuance by any Restricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries of preferred stock; provided that:

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary; and

(B)any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this Section 4.09(b)(vii)(viii) ;

(ix)the incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations not for speculative purposes (as determined in good faith by the Issuer or such Restricted Subsidiary, as the case may be);

(x)the guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Senior Notes or a Note Guarantee, then the guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(xi)the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, captive insurance companies, bankers' acceptances, performance and surety bonds in the ordinary course of business;

(xii)the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within 30 Business Days;

(xiii)Indebtedness represented by guarantees of any Management Advances;

(xiv)Indebtedness of (A) any Person outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or any Restricted Subsidiary (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Issuer or a Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition) or (B) the Issuer or any Restricted Subsidiary incurred in relation to any such acquisition, merger, consolidation, amalgamation or combination; provided, however, with respect to this Section 4.09(b)(xiv), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was incurred or deemed to be incurred (x) the Issuer would have been able to

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incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof after giving effect to the incurrence of such Indebtedness pursuant to this Section 4.09(b)(xiv) calculated on a pro forma basis or (y) the Consolidated Net Leverage Ratio would be equal or less than the Consolidated Net Leverage Ratio immediately prior to giving effect to such acquisition or other transaction on a pro forma basis; or, in the case of any Indebtedness incurred in reliance on Section 4.09(b)(xiv) (A) hereof, the principal amount of such Indebtedness is discharged, or otherwise reclassified in any manner that complies with Section 4.09, within one year of incurrence.

(xv)Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary; provided that the maximum liability of the Issuer and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by (or held in escrow as collateral for such Indebtedness for later release to) the Issuer and its Restricted Subsidiaries in connection with such disposition;

(xvi)Indebtedness of the Issuer and its Restricted Subsidiaries in respect of (A) letters of credit, surety, performance or appeal bonds, completion guarantees, judgment, advance payment, customs, VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or in respect of any governmental requirement and not in connection with the borrowing of money, including letters of credit or similar instruments in respect of self-insurance and workers compensation obligations, and (B) any customary cash management, cash pooling or netting or setting off arrangements, including customary credit card facilities, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing;

(xvii)(A) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (B) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and its Restricted Subsidiaries; and (C) Indebtedness incurred by a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management of bad debt purposes, in each case incurred or undertaken in the ordinary course of business;

(xviii)Indebtedness of the Issuer and the Guarantors in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this Section 4.09(b)(xviii) and then outstanding, will not exceed 100% of the net proceeds (other than proceeds from any Parent Debt Contribution) received by the Issuer from the issuance or sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Debt or

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Capital Stock (other than Disqualified Stock, Designated Preference Shares, Excluded Amounts or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares, Excluded Amounts, an Excluded Contribution or a Parent Debt Contribution) of the Issuer, in each case, subsequent to the Issue Date; provided, however, that (i) any such net proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under Section 4.07(a) hereof and Sections 4.07(b)(ii) and 4.07(b)(v) hereof to the extent the Issuer and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this Section 4.09(b)(xviii) to the extent the Issuer or any of its Restricted Subsidiaries makes a Restricted Payment under Section 4.07(a) hereof and Sections 4.07(b)(ii) and 4.07(b)(v) hereof in reliance thereon;

(xix)guarantees by the Issuer or any Restricted Subsidiary granted to any trustee of any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust scheme approved by the Board of Directors of the Issuer, so long as the proceeds of the Indebtedness so guaranteed are used to purchase Equity Interests of the Issuer (other than Disqualified Stock); provided that the amount of any net cash proceeds from the sale of such Equity Interests of the Issuer will be excluded from Section 4.07(a)(v)(C)(2) hereof and will not be considered to be net cash proceeds from an Equity Offering for purposes of Section 3.07 hereof;

(xx)Indebtedness under daylight borrowing facilities incurred in connection with any refinancing of Indebtedness (including by way of set-off or exchange); provided that such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced and the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing, so long as any such Indebtedness is repaid within three days of the date on which such Indebtedness is incurred;

(xxi)Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing;

(xxii)Indebtedness incurred by the Issuer and any Restricted Subsidiary under local Credit Facilities in an aggregate principal amount at any one time outstanding under this clause this Section 4.09(b)(xxii), not to exceed $50.0 million, plus in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(xxii) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(xxiii)any joint and several liability in respect of any Tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes (or any similar structure of any other jurisdiction having similar effect) in respect of the Issuer or any Restricted Subsidiary;

(xxiv)the incurrence of Indebtedness under Land Leases entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; or

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(xxv)the incurrence of Indebtedness by the Issuer or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 4.09(b)(xxv), not to exceed the greater of $150.0 million and 3.0% of the Total Assets of the Issuer at any time outstanding,

provided that the amount of Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor in reliance on Sections 4.09(a) or (b)(xxv) hereof (x) with respect to any IHS Netherlands Group Restricted Subsidiary, shall be limited to the greater of $150.0 million and 3.0% of the Total Assets of the Issuer and (y) with respect to any other Restricted Subsidiary that is not an IHS Netherlands Group Restricted Subsidiary, shall be limited to the Priority Debt Cap at any time outstanding.

(c)For purposes of determining compliance with this Section 4.09, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through 4.09(b)(xxiii)(b)(xxv) hereof, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the Sections 4.09(a) and 4.09(b) hereof, from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. All Indebtedness under the Revolving Credit Facility and the Senior Credit Facilities shall be incurred under Section 4.09(b)(i) hereof, respectively, and may not be reclassified; (ii) guarantees of, or obligations in respect of letters of credit, bankers' acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (iii) if obligations in respect of letters of credit, bankers' acceptances or other similar instruments are incurred pursuant to any Credit Facility and are being treated as incurred pursuant to Sections 4.09(a) and 4.09(b) hereof and the letters of credit, bankers' acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; and (iv) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

(d)The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09.

(e)For purposes of determining compliance with the Consolidated Net Leverage Ratio on the date of any proposed incurrence of Indebtedness, the US dollar equivalent principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the last balance sheet date, or at the

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option of the Issuer, the date first committed, in the case of Indebtedness incurred under Credit Facilities; provided, that if such Indebtedness denominated in currency other than US dollars is subject to a Currency Exchange Protection Agreement with respect to US dollars the amount of such Indebtedness expressed in US dollars will be calculated so as to take account of the effects of such Currency Exchange Protection Agreement.

(f)The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the US dollar equivalent of the Indebtedness refinanced determined by reference to the currency exchange rate in effect on the last balance sheet date to the date on which such refinancing Indebtedness is being incurred, except that to the extent that such US dollar equivalent was determined based on a Currency Exchange Protection Agreement, in which case the refinancing Indebtedness will be determined in accordance with Section 4.09(e) hereof.

(g)Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(h)The amount of any Indebtedness outstanding as of any date will be:

(i)in the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined in accordance with IFRS;

(ii)the principal amount of the Indebtedness, in the case of any other Indebtedness;

(iii)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)the fair market value of such assets at the date of determination; and

(B)the amount of the Indebtedness of the other Person

(iv)any "parallel debt" obligation relating to Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; and

(v)the principal amount of any Disqualified Stock of the Issuer, or preferred stock of a Restricted Subsidiary, which will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof.

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Section 4.10.Asset Sales. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

(i)the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value (determined at the time of contracting such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii)at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(A)any liabilities, as recorded on the balance sheet of the Issuer or any Restricted Subsidiary (other than contingent liabilities), that are assumed by the transferee of any such assets and as a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities;

(B)any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;

(C)any Capital Stock or assets of the kind referred to in Sections 4.10(b)(iii), 4.10(b)(v) or 4.10(b)(vi) hereof;

(D)Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each Restricted Subsidiary are released from any guarantee of such Indebtedness in connection with such Asset Sale;

(E)consideration consisting of Indebtedness of the Issuer or any Guarantor received from Persons who are not the Issuer or any Restricted Subsidiary that is cancelled;

(F)accounts receivable of a business retained by the Issuer or any Restricted Subsidiary, as the case may be, following the sale of such business; and

(G)any Designated Non-Cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sales having an aggregate fair market value, when taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10(a)(ii)(G) that is at that time outstanding, not to exceed the greater of $100.0 million and 2.0% of the Total Assets of the Issuer, measured at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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(b)Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds (at the option of the Issuer or such Restricted Subsidiary) to:

(i)(A) prepay, repay, redeem or purchase (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption; provided that the Issuer shall redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this Section 4.10(b)(i)(A) only if the Issuer makes (at such time or subsequently in compliance with this covenant) an offer to all holders of the Senior Notes to purchase their Senior Notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate principal amount of Senior Notes at least equal to the proportion that (x) the total aggregate principal amount of Senior Notes outstanding bears to (y) the sum of the total aggregate principal amount of Senior Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness; (B) with respect to assets of a Restricted Subsidiary that is not a Guarantor, prepay, repay, repurchase or redeem (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) any of its Indebtedness; or (C) prepay, repay, repurchase or redeem any Indebtedness that is secured on any asset which security does not also secure the Senior Notes on a pari passu or senior basis (and in each of Sections 4.10(b)(i)(A) and (B) hereof and this Section 4.10(b)(i)(C), other than Indebtedness that is owed to the Issuer or a Restricted Subsidiary);

(ii)purchase Senior Notes (a) pursuant to an offer to all holders of the Senior Notes at a purchase price in cash equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) (a "Notes Offer") or (b) pursuant to Section 3.07 hereof;

(iii)acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;

(iv)make a capital expenditure;

(v)acquire other assets (other than Capital Stock) that are used or useful in a Permitted Business;

(vi)invest in any Replacement Assets;

(vii)enter into a commitment approved by the Board of Directors or otherwise binding on the Issuer to apply the Net Proceeds pursuant to Sections 4.10(b)(iii), (iv), (v) or (vi) hereof; provided that such commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period; or

(viii)any combination of the foregoing.

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(c)Pending the final application of any Net Proceeds, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Senior Notes Indenture.

(d)Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $100.0 million, within ten Business Days thereof, or at any earlier time at the Issuer's election, the Issuer will make an offer (an "Asset Sale Offer") to all Holders and may, to the extent the Issuer so elects, make an offer to holders of Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 hereof the maximum principal amount of Senior Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Senior Notes in any Asset Sale Offer will be equal to (i) solely in the case of the Senior Notes, 100% of the principal amount of the applicable series, which shall be repurchased in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus, in the case of (i) and (ii), accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Senior Notes Indenture. If the aggregate principal amount of Senior Notes and other Pari Passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Senior Notes tendered pursuant to an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10(b)(i) hereof exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable, will select the Senior Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under Section 3.02 hereof), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Section 4.10.

(e)The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with each repurchase of Senior Notes pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of this Senior Notes Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of this Senior Notes Indenture by virtue of such compliance.

(f)The Issuer or a Restricted Subsidiary, as the case may be, may make an Asset Sale Offer prior to the expiration of the 365-day period mentioned in this Section 4.10. The

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provisions of this Senior Notes Indenture relating to the Issuer’s obligation to make an Asset Sale Offer may be waived or modified with the consent of Holders of a majority in outstanding aggregate principal amount of the Senior Notes.

Section 4.11.Transactions with Affiliates. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any services) with any Affiliate of the Issuer (any such transaction or series of related transactions being, an "Affiliate Transaction") involving aggregate value in excess of $40.0 million, unless:

(i)the Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(ii)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value in excess of $50.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, or, if there are not sufficient disinterested members of the Board of Directors of the Issuer to form a majority, by a majority of the Board of Directors.

(b)The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(i)any issuance or sale of Capital Stock, Subordinated Shareholder Debt, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent Holdco, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants' plans or indemnities provided on behalf of officers, employees, directors or consultants approved or ratified by the Board of Directors of the Issuer;

(ii)transactions between or among the Issuer and/or its Restricted Subsidiaries, or between and among Restricted Subsidiaries and any Receivables Subsidiary;

(iii)any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate;

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(iv)payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries;

(v)the execution, delivery and performance (without duplication of any Permitted Parent Payments) of any Tax Sharing Agreement or any arrangement pursuant to which the Issuer or any of its Restricted Subsidiaries is required or permitted to file a consolidated Tax return, or the formation and maintenance of any consolidated group for Tax, accounting or cash pooling or management purposes in the ordinary course of business;

(vi)any Restricted Payment that is permitted pursuant to Section 4.07 hereof (other than pursuant to Section 4.07(b)(xii)(B)(ii) hereof);

(vii)any Permitted Investment (other than Permitted Investments described in clauses (3), (10) and (16) of the definition thereof);

(viii)(A) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Debt; provided that the interest rate and other financial terms of such Subordinated Shareholder Debt are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (B) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Debt made in compliance with the other provisions of this Senior Notes Indenture;

(ix)transactions pursuant to, or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the holders of the Senior Notes than the original agreement as in effect on the Issue Date;

(x)Management Advances and the payment of Management Fees;

(xi)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Senior Notes Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;

(xii)transactions, agreements or other arrangements with customers, suppliers, contractors, lessors or sellers of goods or services that are negotiated with an Affiliate or any Parent Holdco, in each case, which are otherwise in compliance with the terms of this Senior Notes Indenture; provided that the terms and conditions of any such transaction, agreement or other arrangement as applicable to the Issuer and its Restricted Subsidiaries are fair to the Issuer and its Restricted Subsidiaries and are on terms no less favorable to the Issuer and its Restricted Subsidiaries than those that could have reasonably been obtained in respect of an analogous transaction or agreement that would not constitute an Affiliate Transaction (in each case, as determined in good faith by the Board of Directors of the Issuer);

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(xiii)any agreements or other arrangements entered into from time to time with any Parent Holdco that is entered into for the provision of group services, provided that such agreements or arrangements are on terms which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Issuer or the relevant Restricted Subsidiary;

(xiv)any participation in a rights offer or public tender or exchange offer for publicly-held securities or debt instruments issued by the Issuer or any of its Restricted Subsidiaries that are conducted on arm's-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer;

(xv)transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Holdco of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Holdco, as the case may be, on any matter including such other Person; and

(xvi)any transaction effected as part of a Qualified Receivables Financing.

Section 4.12.Liens. The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (an "Initial Lien") of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, except (a) Permitted Liens; or (b) if such Lien is not a Permitted Lien, to the extent that all Obligations due under this Senior Notes Indenture, the Senior Notes and the Note Guarantees are, in each case, secured on an equal and ratable basis or on a priority basis with the Obligations secured by the Initial Lien (and on a priority basis if such Obligations secured by the Initial Lien are subordinated in right of payment to either the Senior Notes or any Note Guarantee). With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The "Increased Amount" of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing such Indebtedness.

Section 4.13.Offer to Repurchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuer will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part) of that Holder's Senior Notes pursuant to a Change of Control Offer on the terms set forth in this Senior Notes Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Notes repurchased to the date of purchase (the "Change of Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due on

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the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder, with a copy to the Trustee, at such Holder's registered address or otherwise deliver a notice in accordance with the procedures of Section 3.03 and Section 12.01 hereof, stating that a Change of Control Offer is being made and offering to repurchase Senior Notes of the applicable series on the date (the "Change of Control Payment Date") specified in the notice:

(i)that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Senior Notes tendered will be accepted for payment;

(ii)the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered;

(iii)that any Senior Note not tendered will continue to accrue interest;

(iv)that, unless the Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(v)that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the Senior Notes, with the form entitled "Option of Holder to Elect Purchase" attached to the Senior Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(vi)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Senior Notes purchased; and

(vii)that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $200,000 in principal amount or an integral multiple of $1,000 in excess thereof.

(b)The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Senior Notes Indenture, the Issuer will comply with any applicable securities laws and regulations and will not be deemed to have breached its obligations under this Senior Notes Indenture by virtue of such compliance.

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(c)On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(i)accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer;

(ii)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered and not withdrawn; and

(iii)deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased by the Issuer.

The Paying Agent will promptly mail (or cause to be delivered) to each Holder properly tendered and not withdrawn the Change of Control Payment for such Senior Notes, and the Trustee (or an authentication agent approved by it, upon receipt of an authentication order from the Issuer) will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions of this Section 4.13 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Senior Notes Indenture are applicable.

(d)Notwithstanding anything to the contrary in this Section 4.13, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Senior Notes Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) an unconditional notice of redemption has been given pursuant to Section 3.07 hereof or all conditions to redemption under Section 3.07 hereof have been satisfied or waived, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained in this Section 4.13, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, provided a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

(e)The provisions of this Senior Notes Indenture relating to the Issuer's obligation to make an offer to repurchase the Senior Notes as a result of a Change of Control may be waived or modified with the written consent of Holders of a majority in outstanding aggregate principal amount of the Senior Notes of such series.

(f)If and for so long as the Senior Notes of the relevant series are listed on the Official List of the Exchange and the rules of the Exchange so require, the Issuer will publish notices relating to the Change of Control Offer to the extent and in the manner permitted by such rules.

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Section 4.14.Additional Guarantees. (a) The Issuer will not cause or permit any of its Restricted Subsidiaries that is not a Guarantor, directly or indirectly, to guarantee the payment of, assume or in any manner become liable with respect to any other Indebtedness of the Issuer or a Guarantor incurred under Credit Facilities in excess of the greater of $40.0 million and 0.8% of the Total Assets of the Issuer or that constitutes Public Debt unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Senior Notes by such Restricted Subsidiary, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary's guarantee of such other Indebtedness.

(b)Notwithstanding Section 4.14(a) hereof:

(i)the Note Guarantee by such Restricted Subsidiary may be limited in amount to the extent such Note Guarantee may reasonably be expected to give rise to or result in (a) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (b) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (c) any material cost, expense, liability or obligation (including with respect to any Taxes but excluding any obligation under the Note Guarantee itself) that cannot be avoided by reasonable measures available to the Issuer other than reasonable out of pocket expenses (but, in such a case each of the Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit);

(ii)for so long as it is not permissible under applicable law or regulation for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary need not become a Guarantor (but, in such a case, each of the Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible); and

(iii)This Section 4.14 shall not be applicable to any guarantees by any Restricted Subsidiary:

(A)that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or any Permitted Refinancing thereof);

(B)given to a bank or trust company having, at the time such guarantee was given, combined capital and surplus and undivided profits of not less than $500.0 million and whose debt has a rating of at least "A" or the equivalent thereof by S&P and at least "A2" or the equivalent thereof by Moody's in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary; or

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(C)in respect of any Priority Debt.

Section 4.15.[Reserved].

Section 4.16.Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Issuer’s Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Senior Notes Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (a) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (b) no Default or Event of Default would be in existence following such designation.

Section 4.17.Maintenance of Listing. The Issuer will use its commercially reasonable efforts to list and to maintain the "listing" (as defined under section 1005 of the UK Income Tax Act 2007) of the Senior Notes of each series on the Exchange for so long as such Notes of the relevant series are outstanding; provided that if the Issuer is unable to obtain the listing of the relevant series of Notes on the Exchange or if at any time the Issuer determines that it will not so list or maintain such listing, it will use its commercially reasonable efforts to obtain and maintain a listing of such Senior Notes on another "recognised stock exchange" (also as defined under section 1005 of the UK Income Tax Act 2007), in which case, references in this Section 4.17 to the Exchange will be deemed to refer to such other "recognised stock exchange."

Section 4.18.Additional Amounts. (a) All payments made by or on behalf of the Issuer under or with respect to the Senior Notes (whether or not in the form of Definitive Registered Notes) or any of the Guarantors with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any Taxes except to the extent the withholding or deduction of such Taxes is then required by law (in which case the Issuer or the

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relevant Guarantor will make all withholdings and deductions then required by law). If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein (including, for the avoidance of doubt, the United Kingdom as at Issue Date) or (2) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each, a "Tax Jurisdiction") will at any time be required to be made (other than United States "backup" withholding) from any payments made by or on behalf of the Issuer under or with respect to the Senior Notes or any Guarantor under or with respect to any Note Guarantee, including repayments of principal, and any payment of interest or premium, the Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received by each Holder in respect of such payments after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(i)any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed (pursuant to applicable Tax law of the relevant Tax Jurisdiction, such as, if applicable, but not limited to, a connection of an estate, nominee, trust, partnership, limited liability company or corporation that is attributed to the fiduciary, settlor, beneficiary, member or shareholder, as applicable) present or former connection between the Holder or the beneficial owner of the Senior Notes and the relevant Tax Jurisdiction (including being a resident of such jurisdiction for Tax purposes or being or having been engaged in a trade or business therein), other than connections arising from the holding of such Senior Note, the enforcement of rights under such Senior Note or under a Note Guarantee or the receipt of any payments in respect of such Senior Note or a Note Guarantee;

(ii)any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Senior Note for payment (where Senior Notes are in the form of Definitive Registered Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Senior Note been presented on the last day of such 30 day period);

(iii)any estate, inheritance, gift, sales, personal property, transfer or similar Taxes;

(iv)any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Senior Notes or with respect to any Note Guarantee;

(v)any Taxes imposed in connection with a Senior Note presented for payment (where presentation is required for payment) by or on behalf of the Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant  Senior Note to, or otherwise accepting payment from, another Paying Agent in the United Kingdom or any member state of the European Union;

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(vi)any Taxes, to the extent such Taxes were imposed or withheld by reason of the failure of the Holder or beneficial owner of Senior Notes to comply with any reasonable written request of the Issuer or any Guarantor addressed to the Holder or beneficial owner, as applicable, (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request) to satisfy any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;

(vii)any Taxes imposed on or with respect to any payment by the Issuer or the relevant Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such Holder been the sole beneficial owner of such Senior Note;

(viii)any Taxes, to the extent such Taxes were imposed or withheld pursuant to Section 1471(b) of the Code, or otherwise imposed or withheld pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing;

(ix)any Taxes imposed pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) as published in the Official Gazette (Staatsblad) Stb. 2019, 513 of 27 December 2019 (for the avoidance of doubt, any changes to the yearly updated Dutch Regulation on low-taxing states and non-cooperative jurisdictions for tax purposes (Regeling laagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden) are considered to be part of the Dutch Withholding Tax Act 2021 as published in the Official Gazette Stb. 2019, 513 of 27 December 2019); or

(x)any combination of items from Sections 4.18(a)(i) through (ix) above.

(b)In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Holder for any stamp, issue, registration or documentary Taxes (including penalties and interest related thereto other than those arising due to the delay or default of the Holder) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Senior Notes, this Senior Notes Indenture or any Note Guarantee on the enforcement of any of the Senior Notes or any Note Guarantee (for the avoidance of doubt, other than any such Taxes, penalties or interest arising on or in connection with a transfer of the Senior Notes or any further dealings in the Notes following issuance).

(c)If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Senior Notes or any Note Guarantee, each of the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment

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(unless the obligation to pay Additional Amounts arises less than 45 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer's Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer's Certificate(s) must also set forth any other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Issuer and the relevant Guarantor will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely solely on such Officer's Certificate as conclusive proof that such payments are necessary without further inquiry, investigation, independent verification or liability of any kind.

(d)The Issuer or the relevant Guarantor will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity's efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. Upon reasonable request, copies of Tax receipts or other evidence of payments, as the case may be, will be made available by the Trustee to the Holders and beneficial owners of the Senior Notes.

(e)Whenever in this Senior Notes Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Senior Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Senior Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof in accordance with this Section 4.18.

(f)The obligations in this Section 4.18 will survive any termination, defeasance or discharge of this Senior Notes Indenture, any transfer by a Holder or beneficial owner of its Senior Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated, organized, engaged in business for tax purposes, or otherwise resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Senior Notes (or any Note Guarantee) and any department or political subdivision thereof or therein.

Section 4.19.Suspension of Certain Covenants when Senior Notes Rated Investment Grade.

(a)If on any date following the Issue Date:

(i)the Senior Notes have achieved Investment Grade Status; and

(ii)no Default or Event of Default shall have occurred and be continuing on such date,

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then, beginning on that day and continuing until such time, if any, at which the Senior Notes cease to have Investment Grade Status (such period, the "Suspension Period"), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.14 and 4.16 and Section 5.01(a)(iv) hereof will no longer be applicable to the Senior Notes and any related default provisions of this Senior Notes Indenture will cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries.

(b)The foregoing sections and any related default provisions will again apply according to their terms from the first day on which the Senior Notes cease to have Investment Grade Status. The foregoing sections will not, however, be of any effect with regard to the actions of the Issuer and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(ii) hereof. Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero.

(c)The Issuer shall notify the Trustee in writing that Sections 4.19(a)(i) and 4.19(a)(ii) hereof have been satisfied, provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall not be obliged to notify Holders of such event. The Trustee shall have no duty to monitor the ratings of the Senior Notes and shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Senior Notes achieve Investment Grade Status.

Section 4.20.[Reserved].

Section 4.21.Anti-Layering. Neither the Issuer nor any Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Senior Notes and the applicable Note Guarantee on substantially identical (or more favorable) terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely (a) by virtue of being unsecured, (b) by virtue of being secured with different collateral, (c) by virtue of being secured on a junior priority basis, (d) by virtue of not being guaranteed or (e) by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness under Credit Facilities.

Section 4.22.Financial Calculations. (a) When determining the availability under any basket or ratio under this Senior Notes Indenture in connection with any transaction or whether such transaction is permitted under this Senior Notes Indenture (including, for the avoidance of doubt and without limitation, testing any incurrence or assumption of Indebtedness or Liens, the making of any Restricted Payment, Permitted Payment or Investment, any Asset Sale, any acquisition, merger, consolidation, amalgamation or other business combination and any other transaction requiring the testing of any basket based on the Consolidated EBITDA of the Issuer), the date of determination of such basket or ratio or the testing of any such transaction and of any

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Default or Event of Default shall, at the option of the Issuer, be the date the definitive agreements for such transaction are entered into (the "Transaction Commitment Date Election").

(b)If the Issuer makes a Transaction Commitment Date Election, such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Net Leverage Ratio after giving effect to such transaction and other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such transaction, and, for the avoidance of doubt (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in the Consolidated Net Income or Consolidated EBITDA of the Issuer or that arises from an asset or a target company subject to such transaction) subsequent to such date of determination and at or prior to the consummation of the relevant transaction, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the transaction is permitted hereunder and (y) such baskets or ratios shall not be tested at the time of consummation of such transaction or related transactions.

(c)If the Issuer makes a Transaction Commitment Date Election, any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered into for purposes of calculating any baskets or ratios under this Senior Notes Indenture after the date of such agreement and before the consummation of such transaction. To the extent the date of determination of a basket or ratio is tested prior to the date of consummation of a transaction, such basket or ratio shall be deemed utilized to the same extent until the earlier of the date of consummation of such transaction or the date such transaction is terminated or expires without consummation, except that, in the case of an acquisition, merger or consolidation, any calculation of Consolidated EBITDA for purposes other than incurrences of Indebtedness or Liens or the making of Restricted Payments (not related to such acquisition, merger or consolidation) shall not reflect such transaction until it has been consummated.

ARTICLE 5

SUCCESSORS

Section 5.01.Merger, Consolidation or Sale of Assets. (a) The Issuer will not (1) consolidate or merge with or into another Person (whether or not it is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety in one or more related transactions, to another Person, unless:

(i)either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of an Approved Jurisdiction (other than the Federal Republic of Nigeria);

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(ii)the Person formed by or surviving any such consolidation or merger with the Issuer (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Senior Notes and this Senior Notes Indenture pursuant to a supplemental indenture;

(iii)immediately after such transaction, no Default or Event of Default exists;

(iv)the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a) hereof or (B) have a Consolidated Net Leverage Ratio not greater than it was immediately prior to giving effect to such transaction; and

(v)the Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes Indenture and the Senior Notes constitute legal, valid and binding obligations of the Issuer, or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms.

(b)A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and Section 10.05 hereof) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries that are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(i)either:

(A)such Guarantor is the surviving Person; or

(B)the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under its Note Guarantee and this Senior Notes Indenture pursuant to a supplemental indenture;

(ii)immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction or transactions), no Default or Event of Default exists; and

(iii)the Issuer delivers to the Trustee an Officer's Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and such supplemental

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indenture comply with this covenant and that all conditions precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes Indenture and the Note Guarantee constitute legal, valid and binding obligations of the Guarantor or the Person formed by or surviving any such consolidation and merger (as applicable) enforceable in accordance with their terms. The Trustee shall be entitled to rely conclusively on such Officer's Certificate and Opinion of Counsel without further inquiry, investigation, independent verification or liability of any kind.

(c)[Reserved].

(d)This Section 5.01 will not apply to (i) any consolidation or merger of any Restricted Subsidiary that is not a Guarantor with and into the Issuer or a Guarantor; (ii) any consolidation or merger of any Guarantor with or into the Issuer or any other Guarantor; or (iii) any Permitted Reorganization effected in compliance with the definition thereof; provided that, in the case of Sections 5.01(d)(i) and (ii) hereof, Sections 5.01(a)(ii) and 5.01(a)(v) hereof will be complied with. Sections 5.01(a)(iii), 5.01(a)(iv) and 5.01(b)(ii) hereof will not apply to any merger or consolidation of the Issuer or any Guarantor with or into an Affiliate solely for the purpose of reincorporating the Issuer or such Guarantor in another jurisdiction. This Section 5.01 will not apply to any transaction undertaken in accordance with Section 5.03 hereof.

Section 5.02.Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer, any Guarantor or their respective Subsidiaries in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer or such Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Senior Notes Indenture referring to the "Issuer" or the "Guarantor," as applicable, shall refer instead to the successor Person and not to the Issuer or such Guarantor), and may exercise every right and power of the Issuer under this Senior Notes Indenture with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as applicable, herein; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes except in the case of a sale of all of the Issuer's assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

Section 5.03.Issuer Substitution. (a) The Issuer may be substituted by any entity (the "New Issuer" and any such substitution, the "Substitution") at any time provided that the following conditions are met:

(i)the New Issuer is organized and existing under the laws of an Approved Issuer Substitution Jurisdiction and pro forma for such substitution, the Issuer (if the New Issuer is a Restricted Subsidiary of the Issuer) or the New Issuer is or will continue to be listed on a Recognized Stock Exchange;

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(ii) the New Issuer assumes all the obligations of the Issuer under the Senior Notes and this Senior Notes Indenture pursuant to a supplemental indenture;

(iii)immediately after such transaction, no Default or Event of Default exists;

(iv)the New Issuer would, on the date of such Substitution after giving pro forma effect thereto (including giving pro forma effect to any Subsidiaries of the New Issuer (as defined in Section 5.03(b) hereof) that will become Restricted Subsidiaries from the date of the Substitution) and any related financing transactions as if the same had occurred at the beginning of the applicable period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a);

(v)effective at same time as the Substitution, the Issuer shall provide a guarantee of the Senior Notes pursuant to a supplemental indenture on a pari passu basis with the existing Note Guarantees;

(vi)on or immediately prior to the date of the Substitution, the corporate family rating of the New Issuer (or the Issuer, if the New Issuer is a Restricted Subsidiary of the Issuer) being equal to, or greater than, the then-prevailing rating for the Senior Notes, according to any two of Moody's, S&P and Fitch; and

(vii)the Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and Opinion of Counsel, in each case, stating that such Substitution and such supplemental indenture comply with this covenant and that all conditions precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes Indenture, the Senior Notes and the Note Guarantees (including the Note Guarantee provided by the Issuer) constitute legal, valid and binding obligations of the New Issuer and the Notes Guarantors enforceable in accordance with their terms. The Trustee shall be entitled to rely conclusively on such Officer's Certificate and Opinion of Counsel without further inquiry, investigation, independent verification or liability of any kind.

(b)Notwithstanding any other provision or covenant in this Senior Notes Indenture, the Substitution shall be permitted by this Senior Notes Indenture, provided such Substitution complies with the terms of this covenant and following such Substitution, the Trustee will join the Issuer in a supplemental indenture to effect the Substitution in accordance with Section 9.01(a)(iii) hereof and in doing all such things that are required to be done to effect such Substitution in the clearing systems or pursuant to this Senior Notes Indenture without the consent of holders of the Senior Notes. Following such Substitution references to the "Issuer" shall be to the New Issuer in this Senior Notes Indenture and the Senior Notes in all respects (except that the Issuer, if the New Issuer is the Restricted Subsidiary of the Issuer, may continue to act as the top of the "restricted group" for the Senior Notes and consequential changes to effect such change may be made throughout in the supplemental indenture effecting such Substitution), and the New Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer as issuer under this Senior Notes Indenture and the Senior Notes, and upon such Substitution, the Issuer will be released from its obligations as issuer under this Senior Notes Indenture and the Senior Notes. The Subsidiaries of the New Issuer that are not Restricted Subsidiaries of the Issuer

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will be treated as having become Restricted Subsidiaries from the date of the Substitution for the purposes of this Senior Notes Indenture. A Substitution pursuant to this covenant may only occur once.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01.Events of Default. (a) Each of the following is an "Event of Default":

(i)default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the relevant series of Senior Notes;

(ii)default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the relevant series of Senior Notes;

(iii)failure by the Issuer or relevant Guarantor to comply with the provisions of Section 5.01 and 5.03 hereof;

(iv)failure by the Issuer or relevant Guarantor for 60 days after written notice (i) to the Issuer by the Trustee or (ii) to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding voting as a single class to comply with any of the agreements in this Senior Notes Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in Sections 6.01(a)(i), 6.01(a)(ii) or 6.01(a)(iii) hereof);

(v)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(A)is caused by a failure to pay principal of such Indebtedness following the expiration of the grace period provided in such Indebtedness and such failure to make any payment has not been waived or the maturity of such indebtedness has not been extended (a "Payment Default"); or

(B)results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more;

(vi)failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million (exclusive of any amounts that a solvent

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insurance company has acknowledged liability for), which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;

(vii)except as permitted by this Senior Notes Indenture (including with respect to any limitations), any Note Guarantee of a Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms its obligations under its Note Guarantee;

(viii)the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)commences a voluntary case under any applicable Bankruptcy Law or any other case to be adjudicated bankrupt or insolvency, or files for or has been granted a moratorium on payment of its debts, or files for bankruptcy or is declared bankrupt;

(B)consents to the entry of an order for relief against it in an involuntary case or to the commencement of any bankruptcy or insolvency proceedings against it;

(C)consents to the appointment of, or taking possession by, an administrator, custodian, receiver, liquidator, trustee, sequestrator or similar official of it or for all or substantially all of its property;

(D)makes a general assignment for the benefit of its creditors;

(E)admits in writing its inability to pay its debts generally as they become due;

(F)files a petition or answer or consent seeking reorganization for relief (other than a solvent reorganization for purposes of transferring assets among the Issuer and its Restricted Subsidiaries); and

(ix)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)adjudging the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries bankrupt or insolvency, or seeking moratorium, reorganization, arrangement, adjustment or composition of or in respect of

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the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries;

(C)appoints a custodian or administrator of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(D)orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02.Acceleration. In the case of an Event of Default specified in Sections 6.01(a)(viii) and 6.01(a)(ix) hereof, with respect to the Issuer or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes will become due and payable immediately without further action or notice or other act on the part of the Trustee or any Holders. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee, upon the written request of such Holders, shall declare all amounts in respect of the Senior Notes to be due and payable immediately. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in Section 6.01(a)(v) hereof has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(v) hereof shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except non-payment of principal, premium or interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or waived.

Section 6.03.Other Remedies. (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior Notes or to enforce the performance of any provision of the Senior Notes or this Senior Notes Indenture.

(b)The Trustee may maintain a proceeding even if it does not possess any of the Senior Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Senior Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

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Section 6.04.Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Trustee may, on behalf of the Holders of all of the Senior Notes waive any past Default and its consequences hereunder, except a continuing Default in the payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, any Senior Note held by a non-consenting Holder (which may only be waived pursuant to Section 9.02 hereof); provided that the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration with respect to such Senior Notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction. In connection with any such waiver or rescission, the Issuer shall pay all of the fees and expenses of the Trustee, including those of its agents and counsel. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Senior Notes Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.Control by Majority. Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any.

Section 6.06.Limitation on Suits. (a) Subject to the provisions of this Senior Notes Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing of which the Trustee has written notice, the Trustee will be under no obligation to exercise any of the rights or powers under this Senior Notes Indenture at the request or direction of any Holders of Senior Notes unless such Holders have made a written request and offered to the Trustee and the Trustee has received, indemnity and/or security satisfactory to the Trustee against any loss, cost, liability, tax or expense (which includes the expense of the Trustee's legal counsel). Subject to Article 9, except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Amounts when due, no Holder may pursue any remedy with respect to this Senior Notes Indenture or the Senior Notes unless:

(i)such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(ii)Holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes have requested, in writing, that the Trustee pursue the remedy;

(iii)such Holders have offered the Trustee and the Trustee has received security and/or indemnity satisfactory to the Trustee against any loss, cost, liability, tax or expense (which includes the expense of the Trustee's legal counsel);

(iv)the Trustee has not complied with such written request within 60 days after the receipt of the written request and the offer of security and/or indemnity; and

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(v)Holders of a majority in aggregate principal amount of the then outstanding Senior Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

(b)A Holder of a Senior Note may not use this Senior Notes Indenture to prejudice the rights of another Holder of a Senior Note or to obtain a preference or priority over another Holder of a Senior Note. The Trustee shall have no obligation to ascertain whether the actions of a Holder of a Senior Note is unduly prejudicial to the interests of other Holders of the Senior Notes.

Section 6.07.Rights of Holders of Senior Notes to Receive Payment. Notwithstanding any other provision of this Senior Notes Indenture, the right of any Holder of a Senior Note to receive payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior Note, on or after the respective due dates expressed in the Senior Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder other than as provided in Section 9.02 hereof; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Senior Notes Indenture upon any property subject to such Lien.

For the avoidance of doubt, no amendment to, or deletion of any of the covenants under Article 4 or Article 5, or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any rights of any Holders to receive payment of principal of or premium, if any, or interests on the Senior Notes or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes.

Section 6.08.Collection Suit by Trustee. If an Event of Default specified in Sections 6.01(a)(i) or 6.01(a)(ii) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any, interest and Additional Amounts, if any, remaining unpaid on, the Senior Notes and interest on overdue principal and, to the extent lawful, Additional Amounts, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Senior Notes allowed in any judicial proceedings relative to the Issuer, a Guarantor or any other obligor upon the Senior Notes, their creditors or property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation,

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expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Senior Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, the Agents and its and their agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Senior Notes for amounts due and unpaid on the Senior Notes for principal, premium, if any, interest and Additional Amounts, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Senior Notes for principal, premium, if any, interest and Additional Amounts, if any, respectively; and

Third: to the Issuer, any Guarantor or to such party as a court of competent jurisdiction shall direct.

The Issuer shall provide the Trustee with any additional information in its possession necessary for the Trustee to make the payments mentioned above, upon a reasonable request.

The Trustee may fix a record date and payment date for any payment to Holders of Senior Notes pursuant to this Section 6.10.

Section 6.11.Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Senior Notes Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defences made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Senior Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Senior Notes.

Section 6.12.Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Senior Notes Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined in a

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final judgment adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13.Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.14.Delay or Omission Not Waiver. No delay or omission of the Trustee or any Holder of any Senior Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7

TRUSTEE

Section 7.01.Duties of Trustee. (a) If an Event of Default has occurred and is continuing, of which the Trustee has actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Senior Notes Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The Trustee may refuse to follow any direction that conflicts with law or this Senior Notes Indenture or the Senior Notes or would involve the Trustee in personal liability or could be unduly prejudicial to the rights of the other holders; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Senior Notes Indenture, the Trustee will be entitled to the indemnification and/or security as provided in this Article 7 against all fees, losses, liabilities and expenses caused by taking or not taking such action (other than those arising as a result of gross negligence or willful misconduct by the Trustee) satisfactory to the Trustee in its sole discretion.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee and the Agents will be determined solely by the express provisions of this Senior Notes Indenture and the Trustee and the Agents need perform only those duties that are specifically set forth in this Senior Notes Indenture and no others, and no implied covenants or obligations shall be read into this Senior Notes Indenture against the Trustee or the Agents; and

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(ii)in the absence of wilful misconduct, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Senior Notes Indenture. However, the Trustee will examine the certificates or Opinions of Counsel which by any provision hereof are specifically required to be furnished to the Trustee to determine whether or not such certificates or Opinions of Counsel conform to the requirements of this Senior Notes Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own wilful misconduct, except that:

(i)this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof;

(ii)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.02, 6.04 or 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Senior Notes Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b) and (c) hereof.

(e)No provision of this Senior Notes Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, including in taking any action at the request of Holders. The Trustee will be under no obligation to exercise any of its rights and powers under this Senior Notes Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense (which includes the expense of the Trustee’s legal counsel).

(f)The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and funds held by the Trustee will not be subject to the United Kingdom FCA Client Money Rules.

(g)The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default) unless a Responsible Officer assigned to and working in the Trustee's corporate trust and agency department has actual knowledge thereof or unless written notice thereof is received by the Trustee (attention: Agency & Trust) and such notice clearly references the Senior Notes, the Issuer or this Senior Notes Indenture.

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Notwithstanding anything else herein contained, the Trustee and each Agent may refrain from doing anything that would or might in its opinion based upon legal advice in the relevant jurisdiction be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

Section 7.02.Rights of Trustee. (a) The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document (whether in its original, electronic or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in such document. The Trustee may, if it sees fit, make such inquiry. The Trustee may refrain, without liability, from acting in accordance with any instruction if, in its sole discretion, the Trustee determines that such instruction is equivocal or unclear or if it is to so refrain in order to comply with applicable law.

(b)Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel, as the case may be. The Trustee may consult with counsel or other professional advisors and the written advice of such counsel, professional advisor or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Senior Notes Indenture.

(e)Unless otherwise specifically provided in this Senior Notes Indenture, any demand, request, direction or notice from the Issuer, will be sufficient if signed by an Officer of the Issuer.

(f)The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Senior Notes Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it against the losses, costs, liabilities, taxes and expenses (which include the expenses of the Trustee's legal counsel) that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Restricted Subsidiaries. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant to Section 6.01(a)(i) or Section 6.01(a)(ii) hereof (provided it is acting as Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer shall have received written notification. Delivery of reports, information and documents to the Trustee under Section 4.03 hereof is for informational purposes only and the Trustee's receipt of the foregoing

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shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates).

(h)The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Senior Notes Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Senior Notes.

(i)The rights, privileges, indemnities, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and by each agent (including the Agents), custodian and other person employed to act hereunder. Absent wilful misconduct or gross negligence, each Paying Agent, Registrar and Transfer Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.

(j)In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Senior Notes then outstanding, pursuant to the provisions of this Senior Notes Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.

(k)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary Union or any other national or international calamity or emergency (including natural disasters or acts of God), it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(l)The Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Senior Notes Indenture or the Senior Notes.

(m)The permissive right of the Trustee to take the actions permitted by this Senior Notes Indenture shall not be construed as an obligation or duty to do so.

(n)The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Senior Notes Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.

(o)The Trustee shall not under any circumstances be liable for any special, punitive, indirect, incidental or consequential loss or damage whatsoever (being loss of business,

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goodwill, opportunity or profit of any kind) of the Issuer, any Restricted Subsidiary of the Issuer or any other Person (or, in each case, any successor thereto), even if advised of it in advance and even if foreseeable.

(p)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney at the sole cost of the Issuer and the Trustee shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(q)The Trustee may request that the Issuer delivers an Officer's Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Senior Notes Indenture, which Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(r)No provision of this Senior Notes Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.

(s)The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York.

(t)The Trustee may retain professional advisors to assist it in performing its duties under this Senior Notes Indenture. The Trustee may consult with such professional advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to legal or other matters relating to this Senior Notes Indenture and the Senior Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(u)The Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations contained in this Senior Notes Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Senior Notes has occurred.

Section 7.03.Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Senior Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.09 and 7.10 hereof.

Section 7.04.Trustee's Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Senior Notes Indenture, the Senior Notes,

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or any Note Guarantee, it shall not be accountable for the Issuer's use of the proceeds from the Senior Notes or any money paid to the Issuer or upon the Issuer's direction under any provision of this Senior Notes Indenture, it will not be responsible for the use or application of any money received by any Paying Agent, and it will not be responsible for any statement or recital herein or any statement in the Senior Notes or any other document in connection with the sale of the Senior Notes or pursuant to this Senior Notes Indenture other than its certificate of authentication.

Section 7.05.Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Senior Notes a notice of the Default or Event of Default within 90 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default or Event of Default relating to the payment of principal, premium and interest or Additional Amounts, if it determines that withholding notice is in their interest.

Section 7.06.Compensation and Indemnity. (a) The Issuer or, upon the failure of the Issuer to pay, each Guarantor, jointly and severally, will pay to the Trustee and Agents from time to time compensation for its acceptance of this Senior Notes Indenture and services hereunder as shall be agreed from time to time between them. The Trustee's compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer, and each Guarantor, jointly and severally, will reimburse the Trustee promptly upon request for all disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Trustee's agents and counsel. In the event of the occurrence of an Event of Default or potential Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee reasonably determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Senior Notes Indenture, the Issuer or, failing whom, the Guarantors shall pay to the Trustee such additional remuneration as shall be agreed between them.

(b)The Issuer and the Guarantors, jointly and severally, will indemnify the Trustee and its officers, directors, employees and the Agents against any and all losses, liabilities, damages, claims, taxes, costs or expenses (including attorneys' fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Senior Notes Indenture, including the costs and expenses of enforcing this Senior Notes Indenture against the Issuer and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to the Trustee's gross negligence, willful misconduct or fraud. The Trustee shall notify the Issuer promptly of any third-party claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim, with counsel satisfactory to the Trustee, and the Trustee shall provide reasonable cooperation at the Issuer's expense in the defense; provided that if the defendants in any such claim include both the Issuer and the Trustee and the Trustee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, or the Trustee has concluded that there may be any other actual or potential conflicting interests between the Issuer and the Trustee, the Trustee shall have the right to select separate counsel and

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the Issuer shall be required to pay the fees and expenses of such separate counsel. Any settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. Neither the Issuer nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)The obligations of the Issuer and the Guarantors under this Section 7.06 will survive the resignation or removal of any Trustee, the satisfaction and discharge of this Senior Notes Indenture and the termination of this Senior Notes Indenture.

(d)To secure the Issuer's and the Guarantors' payment obligations in this Section 7.06, the Trustee will have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Senior Notes Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)The indemnity contained in this Section 7.06 shall survive the discharge or termination of this Senior Notes Indenture and shall continue for the benefit of the Trustee or an Agent notwithstanding its resignation or retirement.

Section 7.07.Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.07.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than 60 days prior to the effective date of such removal. The Issuer may remove the Trustee if:

(i)the Trustee fails to comply with Section 7.09 hereof;

(ii)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii)a custodian or public officer takes charge of the Trustee or its property; or

(iv)the Trustee becomes incapable of acting.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee. Within one year after

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the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee (at the expense of the Issuer), the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Senior Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office, provided that such appointment shall be reasonably satisfactory to the Issuer.

(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Senior Notes Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. The retiring Trustee shall have no responsibility or liability for the action or inaction of the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Issuer's obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee.

Section 7.08.Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.09.Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of England and Wales, or the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities.

Section 7.10.Agents. (a) Resignation of Agents. Any Agent may resign and be discharged from its duties under this Senior Notes Indenture at any time by giving thirty (30) days' prior written notice of such resignation to the Trustee and Issuer. The Trustee or Issuer may remove any Agent at any time by giving thirty (30) days' prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee, may appoint a successor agent on the Issuer's behalf or

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may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels' fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Issuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent's fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Senior Notes Indenture, but shall continue to enjoy the benefit of Section 7.06 hereof.

(b)The Agents shall act solely as agents of the Issuer and need have not concern for the interests of, or be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust to, the Holders or any person other than the Issuer, except as expressly stated elsewhere in this Senior Notes Indenture.

Section 7.11.FATCA. (a) Mutual Undertaking Regarding Information Reporting and Collection Obligations. Each Party shall, within ten business days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Senior Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this (a) to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this (a), "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.

(b)Notice of Possible Withholding Under FATCA. The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Senior Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this (b) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Senior Notes, or both.

(c)Agent Right to Withhold. Notwithstanding any other provision of this Senior Notes Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Senior Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case,

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the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this (c). If such a withholding or deduction is so required, the Agent will not pay an additional amount in respect of that withholding or deduction.

(d)Issuer Right to Redirect. In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Senior Notes, then the Issuer will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Senior Notes Indenture. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Section 7.11(d).

(e)Instruction. The Trustee and each Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law.

(f)For the purposes of Sections 7.11(a) through (e) above, the following definitions apply:

"Applicable Law" means any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any customary agreement between any Authority and any Party.

"Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.

"FATCA Withholding" means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code, or any Taxes otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, any intergovernmental agreements implementing the foregoing or any treaty, regulation or law implementing such intergovernmental agreement.

"Party" means each party to this Senior Notes Indenture.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer's Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding

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Senior Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees upon compliance with the conditions set forth below in this Article 8.

Section 8.02.Legal Defeasance and Discharge. (a) Upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Senior Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Notes (including the Note Guarantees), which will thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Senior Notes Indenture referred to in Sections 8.05(a)(i) and (ii) below, and to have satisfied all their other obligations under such Senior Notes, the Note Guarantees and this Senior Notes Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(i)the rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of, or interest (including Additional Amounts) or premium, if any, on, such Senior Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(ii)the Issuer's obligations with respect to the Senior Notes under Article 2 and Section 4.02 hereof;

(iii)the rights, powers, trusts, duties and immunities of the Trustee and the Issuer's and the Guarantors' obligations in connection therewith; and

(iv)this Article 8.

(b)Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03.Covenant Defeasance. Upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.20 and 4.21 hereof and Section 5.01(a)(iv) hereof with respect to the outstanding Senior Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Senior Notes will thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Senior Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Senior Notes and Note Guarantees, the Issuer and the Guarantors may omit to comply with and will have no liability in respect of any term, condition

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or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Senior Notes Indenture and such Senior Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii) and 6.01(a)(viii) and (other than with respect to the Issuer) 6.01(a)(ix) hereof will not constitute Events of Default.

Section 8.04.Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(i)the Issuer must irrevocably deposit with the Trustee (or such entity designated by the Trustee for this purpose), in trust for the benefit of the Holders, cash in US dollars, non-callable US dollar-denominated Government Securities or a combination of cash in US dollars and non-callable US dollar-denominated Government Securities in amounts as will be sufficient, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the outstanding Senior Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Senior Notes are being defeased to such stated date for payment or to a particular redemption date;

(ii)in the case of an election under Section 8.02 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee of United States counsel confirming that (a) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling that the Issuer can rely upon or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners of the outstanding Senior Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii)in the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an opinion reasonably acceptable to the Trustee of United States counsel confirming that the beneficial owners of the outstanding Senior Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv)the Issuer must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer, the Guarantors or others; and

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(v)the Issuer must deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

(b)In connection with either a Legal Defeasance or a Covenant Defeasance, Section 7.06 hereof shall survive.

Section 8.05.Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. (a) Subject to Section 8.06 hereof, all money and non-callable U.S. dollar-denominated Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Senior Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Senior Notes Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Senior Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law and funds held by the Trustee will not be subject to the United Kingdom FCA Client Money Rules.

(b)The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable U.S. dollar-denominated Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes.

(c)Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable U.S. dollar-denominated Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, any Senior Note and remaining unclaimed for two years after such principal, premium, if any, interest or Additional Amounts, if any, has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Senior Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders in accordance with Section 12.01 hereof that such money remains unclaimed and that, after a date specified therein,

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which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.07.Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable U.S. dollar-denominated Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's and the Guarantors' obligations under this Senior Notes Indenture and the Senior Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, any Senior Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.Without Consent of Holders of Senior Notes. (a) Notwithstanding Section 9.02 hereof, without the consent of any Holder of Senior Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Senior Notes Indenture, the Senior Notes, and the Note Guarantees:

(i)to cure any ambiguity, defect or inconsistency;

(ii)to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes;

(iii)to provide for the assumption of the Issuer's or a Guarantor's obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable, or in the case of any Substitution;

(iv)to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Senior Notes Indenture of any such Holder in any material respect;

(v)to conform the text of this Senior Notes Indenture, the Note Guarantees, or the Senior Notes to any provision of the "Description of the Notes" section of the Offering Memorandum to the extent that such provision in such "Description of the Notes" section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Senior Notes Indenture, the Note Guarantees and the Senior Notes;

(vi)to release any Note Guarantee in accordance with the terms of this Senior Notes Indenture;

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(vii)to provide for the issuance of Additional Senior Notes in accordance with the limitations set forth in this Senior Notes Indenture as of the Issue Date;

(viii)to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Senior Notes;

(ix)to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code); or

(x)to evidence and provide the acceptance of the appointment of a successor Trustee under this Senior Notes Indenture.

(b)In formulating its opinion on such matters, the Trustee shall be entitled to rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer's Certificate.

(c)For the avoidance of doubt, (i) no amendment to or deletion of, or actions taken in compliance with, the covenants contained in this Senior Notes Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest, on the Senior Notes; and (ii) it is understood and agreed that any amendment or waiver with respect to any matter described in Sections 9.02(e)(i) through (vi) and 9.02(e)(viii) that by its terms applies to only the 2026 Senior Notes or the 2028 Senior Notes shall require the consent of Holders holding not less than 90% of the then-outstanding principal amount of the 2026 Senior Notes or the 2028 Senior Notes, as applicable, in order for it to be binding on all Holders of the 2026 Senior Notes or the 2028 Senior Notes, as applicable.

(d)It is not necessary for the consent of the Holders of Senior Notes under Section 9.02 hereof to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

(e)Upon the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Senior Notes Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Senior Notes Indenture or otherwise.

Section 9.02.With Consent of Holders of Senior Notes. (a) Except as provided below in this Section 9.02, this Senior Notes Indenture (including, without limitation, Section 3.10, Section 4.10 and Section 4.13 hereof), the Senior Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Senior Notes then outstanding (including, without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default

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or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Senior Notes Indenture, the Senior Notes and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes (including, without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes); provided that, if any amendment, supplement, waiver or other modification will only affect one series of the Senior Notes, only the consent of a majority in principal amount of the then outstanding Senior Notes of such series shall be required. Section 2.08 hereof shall determine which Senior Notes are considered to be "outstanding" for purposes of this Section 9.02.

(b)Upon the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Senior Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties, liabilities or immunities under this Senior Notes Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Senior Notes Indenture. Any amended or supplemental indenture which amends Article 10 (Note Guarantees) or otherwise affects or alters any Guarantee given by such Guarantor in any manner shall be joined by such Guarantor.

(c)It is not necessary for the consent of the Holders of Senior Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

(d)After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders of Senior Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Senior Notes Indenture, the Senior Notes and the Note Guarantees.

(e)Unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Senior Notes (or if any amendment, supplement, waiver or other modification will only amend, supplement, waive or modify one series of the Senior Notes, only with the consent of Holders holding not less than 90% of the then outstanding aggregate principal amount of Senior Notes of such series) (including, without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes), without the consent of each Holder affected, an amendment, supplement or waiver or other modification under this Section 9.02 may not (with respect to any Senior Notes held by a non-consenting Holder):

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(i)reduce the percentage of principal amount of Senior Notes whose Holders must consent to an amendment, supplement or waiver;

(ii)reduce the principal of or change the fixed maturity of any Senior Note or alter the provisions with respect to the redemption of the Senior Notes (except as provided above with respect to Section 4.10 or Section 4.13 hereof);

(iii)reduce the rate of or change the time for payment of interest, including default interest, on any Senior Note;

(iv)impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest or Additional Amounts (if any) on such Holder's Notes or the associated Note Guarantee on or after the due dates therefore;

(v)waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Senior Notes (except pursuant to a rescission of acceleration of the Senior Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Senior Notes and a waiver of the Payment Default that resulted from such acceleration);

(vi)make any Senior Note payable in money other than that stated in Senior Notes;

(vii)make any change in the provisions of this Senior Notes Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest, Additional Amounts or premium, if any, on, the Senior Notes;

(viii)waive a redemption payment with respect to any Senior Note (other than a payment required by Section 4.10 or Section 4.13 hereof);

(ix)release any Guarantor from any of its obligations under its Note Guarantee or this Senior Notes Indenture, except in accordance with the terms of this Senior Notes Indenture; or

(x)make any change in the preceding amendment and waiver provisions.

(f)Any amendment, supplement, waiver or other modification consented to by at least 90% of the aggregate principal amount of the then outstanding Senior Notes (or if any amendment, supplement, waiver or other modification will only amend, supplement, waive or modify one series of the Senior Notes, only with the consent of Holders holding not less than 90% of the then outstanding aggregate principal amount of Senior Notes of such series) will be binding against any non-consenting Holders.

Section 9.03.Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Senior Note is a continuing consent by the Holder of a Senior Note and every subsequent Holder of a Senior Note or portion of a Senior Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent

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is not made on any Senior Note. However, any such Holder of a Senior Note or subsequent Holder of a Senior Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.04.Notation on or Exchange of Senior Notes. (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Senior Note thereafter authenticated. The Issuer in exchange for all Senior Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate or cause the Authenticating Agent to authenticate the new Notes that reflect the amendment, supplement or waiver.

(b)Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05.Trustee to Sign Amendments, etc. The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Senior Notes Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Issuer and the Guarantors (as applicable), subject to customary exceptions.

ARTICLE 10

NOTE GUARANTEES

Section 10.01.Guarantee. (a) Subject to this Article 10, each of the Issuer and the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Senior Notes Indenture, the Senior Notes or the obligations of the Issuer hereunder or thereunder, that:

(i)the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

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Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Senior Notes Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defence of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Senior Notes and this Senior Notes Indenture.

(c)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,

(i)the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby; and

(ii)in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

(e)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Senior Notes Indenture, and agree to be bound by any and all amendments or supplemental indenture to the Senior Notes Indenture without the need to execute such amendment or supplemental indenture unless such amendment or supplemental indenture amends Article 10 (Note Guarantees) or otherwise affects or alters the Guarantee given by the additional Guarantors in any manner. The Issuer shall deliver copies of all amendments or supplemental indentures to all Guarantors not signatory thereto.

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Section 10.02.Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Senior Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance, for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar national, federal, local or state law or voidable preference, financial assistance or improper corporate benefit, or violate the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Section 10.03.[Reserved]

Section 10.04.[Reserved]

Section 10.05.Releases. (a) The Note Guarantee of a Guarantor will be automatically released and discharged without any further action by the Issuer, the relevant Guarantor or the Trustee and such Guarantor's obligations under the Note Guarantee and this Senior Notes Indenture will automatically terminate and be of no further force and effect:

(i)with respect to a Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, provided, that the sale or other disposition does not violate Section 4.10 hereof;

(ii)with respect to a Guarantor, in connection with any sale or other disposition of Capital Stock of that Guarantor (or Capital Stock of any Parent Holdco of such Guarantor (other than the Issuer or any Parent Holdco of the Issuer)) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, provided, that the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;

(iii)if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.16 hereof;

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(iv)upon a Legal Defeasance or Covenant Defeasance as provided for in Article 8 hereof or satisfaction and discharge of this Senior Notes Indenture as provided for in Article 11 hereof ;

(v)upon the full and final payment of the Senior Notes and performance of all Obligations of the Issuer and the Guarantors under this Senior Notes Indenture and the Senior Notes;

(vi)as described under Section 9.02 hereof;

(vii)with respect to an additional Note Guarantee given under Section 4.14 hereof, upon release of the guarantee that gave rise to the requirement to issue such additional guarantee so long as no Default or Event of Default would arise as a result thereof and no other Indebtedness that would give rise to an obligation to give an additional Note Guarantee is at that time guaranteed by the relevant Guarantor;

(viii)as a result of a transaction permitted or not prohibited by Section 5.01 hereof; or

(ix)as part of a Permitted Reorganization.

(b)Upon any occurrence giving rise to a release of a Note Guarantee, as specified above, the Trustee, subject to receipt of an Officer's Certificate and an Opinion of Counsel from the Issuer and/or Guarantor will, upon the request of the Issuer, execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee, subject to customary protections and indemnifications. Neither the Issuer, the Trustee nor any Guarantor will be required to make a notation on the Senior Notes to reflect any such release, discharge or termination. Each of the releases set forth above shall be effected by the Trustee without the consent of the Holders or any other action or consent on the part of the Trustee.

(c)Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes and for the other obligations of any Guarantor under this Senior Notes Indenture as provided in this Article 10.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01.Satisfaction and Discharge. (a) This Senior Notes Indenture will be discharged and will cease to be of further effect as to all Senior Notes of the applicable series issued hereunder, when:

(i)either:

(A)all Senior Notes of the applicable series that have been authenticated and delivered, except lost, stolen or destroyed Senior Notes that have been replaced

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or paid and Senior Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer or discharged from such trust as provided for in this Senior Notes Indenture, have been delivered to the Trustee for cancellation; or

(B)all Senior Notes of the applicable series that have not been delivered to the Principal Paying Agent for cancellation have become due and payable by reason of the publication of a notice of redemption by the Principal Paying Agent in the name, and at the expense, of the Issuer or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated by the Trustee for this purpose) as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. dollar-denominated Government Securities or a combination of cash in U.S. dollars and non-callable U.S. dollar-denominated Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Senior Notes of the applicable series not delivered to the Principal Paying Agent for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;

(ii)the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer and the Guarantors under this Senior Notes Indenture; and

(iii)the Issuer has delivered irrevocable instructions to the Trustee under this Senior Notes Indenture to apply the deposited money toward the payment of the Senior Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer's Certificate and an opinion of independent counsel to the Trustee stating that all conditions precedent in this Senior Notes Indenture relating to satisfaction and discharge of this Senior Notes Indenture have been satisfied such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Senior Notes Indenture; provided that any such counsel may rely on any Officer's Certificate as to matters of fact (including as to compliance with the Sections 11.01(a)(i) through 11.01(a)(iii) hereof).

(b)Notwithstanding the satisfaction and discharge of this Senior Notes Indenture, if money has been deposited with the Trustee pursuant to Section 11.01(a)(i)(B) hereof, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Senior Notes Indenture.

(c)If requested in writing by the Issuer to the Trustee and Paying Agent (which request may be included in the applicable notice of redemption or pursuant to the above referenced Officer’s Certificate) no later than five Business Days prior to such distribution (or such shorter period as the Trustee and the Paying Agent may agree), the Trustee or Paying Agent (or such other entity directed, designated or appointed (as agent) by the Trustee, for this purpose) shall distribute any amounts deposited in trust to Holders of the Senior Notes prior to maturity or the redemption date, as the case may be, provided that the Trustee or Paying Agent shall not be required to incur any losses, fees, costs or penalties in relation to such early distribution. For the avoidance of doubt, the distribution and payment to the Holders prior to the maturity or redemption date as set forth

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above shall not include any negative interest, present value adjustment, break cost or any additional premium on such amounts. To the extent the Senior Notes are represented by a Global Note deposited with a depositary for the clearing system, any payment to the beneficial holders holding interests as a participant of such clearing system shall be subject to the then applicable procedures of the clearing system. The Trustee and the Paying Agent shall not be liable to any Holder by virtue of the Issuer instructing the Trustee or the Paying Agent to make an early distribution of funds as described in this Section 11.01(c).

Section 11.02.Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Senior Notes Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium on, if any, interest and Additional Amounts, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law and funds held by the Trustee will not be subject to the United Kingdom FCA Client Money Rules.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer's and any Guarantor's obligations under this Senior Notes Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01.Notices. (a) Any notice or communication by the Issuer, any Guarantor, the Trustee or any Agent  to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others' address:

If to the Issuer and/or any Guarantor:

IHS Holding Limited

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

Attention: Group Legal

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If to the Trustee:

Lucid Trustee Services Limited

6th Floor, No 1 Building

1-5 London Wall Buildings

London Wall

London EC2M 5PG

United Kingdom

Attention: The Trustee Directors, Agency & Trust

If to the Paying Agent, Registrar or Transfer Agent:

Citigroup Centre,

Canada Square,

Canary Wharf,

London E14 5LB,

United Kingdom

Attention: Citi Agency & Trust

(b)The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

(c)All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

(d)All notices to the Holders (while any Senior Notes are represented by one or more Global Notes) shall be delivered to DTC, Euroclear and Clearstream, as applicable for communication to entitled account Holders. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve. In the case of Definitive Registered Notes, notices will be mailed to Holders by first-class mail at their respective addresses as they appear on the records of the Registrar, unless stated otherwise in the register kept by, and at the registered office of the Issuer.

(e)Notices given by publication will be deemed given on the first date on which publication is made. Notices delivered to DTC, Euroclear and Clearstream will be deemed given on the date when delivered. Notices given by first class mail, postage paid, will be deemed given five calendar days after mailing whether or not the addressee receives it.

(f)If a notice or communication is mailed or published in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(g)If the Issuer or any Guarantor mails a notice or communication to Holders or delivers a notice or communication to holders of Book-Entry Interests, it will mail a copy to the Trustee and each Agent at the same time.

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All notices will be given in the English language.

Section 12.02.Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this Senior Notes Indenture, the Issuer shall furnish to the Trustee:

(i)an Officer's Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Senior Notes Indenture relating to the proposed action have been satisfied; and

(ii)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.03.Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Senior Notes Indenture shall include:

(i)a statement that the Person making such certificate or opinion has read such covenant or condition;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(iv)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.04.Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.05.No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Senior Notes, this Senior Notes Indenture, and the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under applicable securities laws.

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Section 12.06.Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this Senior Notes Indenture, the Senior Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each of the Guarantors hereby appoints Corporation Service Company, 19 West 44^th Street, Suite 200, New York, New York 10036, United States of America as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Senior Notes Indenture, the Senior Notes, the purchase agreement dated November 18, 2021 with respect to the Initial Senior Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the "Authorized Agent"). The Issuer and each of the Guarantors expressly consents to the exclusive jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and any Guarantor.

Section 12.07.Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SENIOR NOTES INDENTURE, THE SENIOR NOTES AND THE NOTE GUARANTEES.

Section 12.08.No Adverse Interpretation of Other Agreements. This Senior Notes Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer, any Guarantor or any of their respective Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Indenture.

Section 12.09.Successors. All agreements of the Issuer in this Senior Notes Indenture and the Senior Notes will bind its successors. All agreements of the Trustee in this Senior Notes Indenture will bind its successors. All agreements of each Guarantor in this Senior Notes Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.10.Severability. In case any provision in this Senior Notes Indenture or in the Senior Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

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Section 12.11.Counterpart Originals. The parties may sign any number of copies of this Senior Notes Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 12.12.Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Notes Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Notes Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.13.Judgment Currency. Any payment on account of an amount that is payable in US dollars which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the "Judgment Currency"), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor's obligation under this Senior Notes Indenture and the Senior Notes or Note Guarantee, as the case may be, only to the extent of the amount of US dollars that such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of US dollars that could be so purchased is less than the amount of US dollars that is originally due to such Holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Senior Notes Indenture or the Senior Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Section 12.14.Prescription. Claims against the Issuer or any Guarantor for the payment of principal or Additional Amounts, if any, on the Senior Notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on the Senior Notes will be prescribed six years after the applicable due date for payment of interest.

Section 12.15.Additional Information. Upon written request by any Holder or holder of a Book-Entry Interest to the Issuer at the address set out in Section 12.01 hereof, the Issuer will mail or cause to be mailed, by first class mail, to such Holder or holder (at the expense of the Issuer) a copy of this Senior Notes Indenture, and the form of Senior Note.

(Signatures on following pages)

- 132 -

IN WITNESS HEREOF, the parties have caused this Senior Notes Indenture to be duly executed as of the date first written above.

IHS Holding Limited
By
	Title:

(Signature Page to Senior Notes Indenture)

IHS Netherlands Holdco B.V.
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

IHS Netherlands NG1 B.V.
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

IHS Netherlands NG2 B.V.
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

IHS Nigeria Limited
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

IHS Towers NG Limited
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

Nigeria Tower Interco B.V.
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

INT Towers Limited
By
	Title:
By
	Title:

(Signature Page to Senior Notes Indenture)

LUCID TRUSTEE SERVICES LIMITED, as Trustee
By
	Name:
	Title:
CITIBANK, N.A., LONDON BRANCH, as Principal Paying Agent and Transfer Agent
By
	Name:
	Title:
CITIBANK, N.A., LONDON BRANCH, as Registrar
By
	Name:
	Title:

(Signature Page to Senior Notes Indenture)

EXHIBIT A

FORM OF GLOBAL NOTES

[Face of Note]

ISIN: [US44963HAA32] ¹[US44963HAB15]²[ XS2413632360] ³[XS2413632527]⁴

CUSIP: [44963H AA3] ⁵[44963H AB1]⁶

COMMON CODE: [241363236] ⁷[241363252]⁸

[5.625% Senior Notes due 2026]⁹[6.250% Senior Notes due 2028]¹⁰

No. __________ $_________________

IHS HOLDING LIMITED

promises to pay to                             or registered assigns,

the principal sum of                                                                      U.S. DOLLARS or such greater or lesser amount as indicated in the schedule of Exchanges of Interests in the Global Note on November 29, [2026]¹¹[2028.]¹²

Interest Payment Dates: Semi-annually on November 29 and May 29 of each year, commencing May 29, 2022

Record Dates: One business day prior to the interest payment date while in global form and 15 calendar days prior to the interest payment date while in definitive form.

¹ Include for Rule 144A 2026 Senior Notes

² Include for Rule 144A 2028 Senior Notes

³ Include for Regulation S 2026 Senior Notes

⁴ Include for Regulation S 2028 Senior Notes

⁵ Include for Rule 144A 2026 Senior Notes

⁶ Include for Rule 144A 2028 Senior Notes

⁷ Include for Regulation S 2026 Senior Notes

⁸ Include for Regulation S 2028 Senior Notes

⁹ Include for 2026 Senior Notes

¹⁰ Include for 2028 Senior Notes

¹¹ Include for 2026 Senior Notes

¹² Include for 2028 Senior Notes

Exh A-1

IN WITNESS WHEREOF, the Issuer has caused this Senior Note to be signed manually or by facsimile by the duly authorized officer referred to below.

IHS HOLDING LIMITED
By
	Name:
	Title:

Exh A-2

This is one of the Senior Notes referred to

in the within-mentioned Senior Notes Indenture:

LUCID TRUSTEE SERVICES LIMITED
not in its personal capacity but in its capacity as
Trustee,
By:
	Authorized Signatory

Exh A-3

[Back of Note]

[5.625% Senior Notes due 2026]¹³ [6.250% Senior Notes due 2028]¹⁴

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Senior Notes Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Senior Notes Indenture]

Capitalized terms used herein have the meanings assigned to them in the Senior Notes Indenture referred to below unless otherwise indicated.

(1)[INTEREST. IHS Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands, registered with the Cayman Islands General Registry under number WC-382000 (the "Issuer"), promises to pay or cause to be paid interest on the principal amount of this 2026 Senior Note at 5.625% per annum from November 29, 2021 until maturity. The Issuer will pay interest semi-annually in arrear on May 29 and November 29 of each year, or if any such day is not a Business Day, on the next succeeding Business Day of each year (each, an "Interest Payment Date"). Interest on the 2026 Senior Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this 2026 Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be May 29, 2022. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the 2026 Senior Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue instalments of interest and Additional Amounts, if any (without regard to any applicable grace periods), at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.]¹⁵

[INTEREST.  IHS Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands, registered with the Cayman Islands General Registry under number WC-382000 (the "Issuer"), promises to pay or cause to be paid interest on the principal amount of this 2028 Senior Note at 6.250% per annum from November 29, 2021 until maturity. The Issuer will pay interest semi-annually in arrear on May 29 and November 29 of each year, or if any such day is not a Business Day, on the next succeeding Business Day of each year (each, an "Interest Payment Date"). Interest on the 2028 Senior Notes will accrue from the most

¹³ Include for 2026 Senior Notes

¹⁴ Include for 2028 Senior Notes

¹⁵ Include for 2026 Senior Notes

Exh A-4

recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this 2028 Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be May 29, 2022. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the 2028 Senior Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue instalments of interest and Additional Amounts, if any (without regard to any applicable grace periods), at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.]¹⁶

(2)METHOD OF PAYMENT. The Issuer will pay interest on the [2026]¹⁷[2028]¹⁸ Senior Notes (except defaulted interest) to the Persons who are registered Holders of [2026]¹⁹[2028]²⁰ Senior Notes at the close of business on the Business Day preceding the next Interest Payment Date, even if such [2026]²¹[2028]²² Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Senior Notes Indenture with respect to defaulted interest. The [2026]²³[2028]²⁴ Senior Notes will be payable as to principal, premium, if any, interest and Additional Amounts, if any, through the Paying Agent as provided in the Senior Notes Indenture or, at the option of the Issuer, payment of interest and Additional Amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Amounts, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be made in U.S. dollars.

(3)PAYING AGENT, REGISTRAR AND TRANSFER AGENT. Initially, Citibank N.A., London Branch will act as Principal Paying Agent and Transfer Agent. Citibank N.A., London Branch will act as Registrar. The Issuer may change the Paying Agent, the Registrar or the Transfer Agent without prior written notice to the holders. For so long as the [2026]²⁵[2028]²⁶ Senior Notes are listed on the Official List of the Exchange and the rules of The International Stock Exchange

¹⁶ Include for 2028 Senior Notes

¹⁷ Include for 2026 Senior Notes

¹⁸ Include for 2028 Senior Notes

¹⁹ Include for 2026 Senior Notes

²⁰ Include for 2028 Senior Notes

²¹ Include for 2026 Senior Notes

²² Include for 2028 Senior Notes

²³ Include for 2026 Senior Notes

²⁴ Include for 2028 Senior Notes

²⁵ Include for 2026 Senior Notes

²⁶ Include for 2028 Senior Notes

Exh A-5

Authority Limited so require, the Issuer will notify The International Stock Exchange Authority Limited of any change of the Paying Agent, Registrar or Transfer Agent.

(4)SENIOR NOTES INDENTURE. The Issuer issued the [2026]²⁷[2028]²⁸ Senior Notes under a Senior Notes Indenture dated as of [November 29], 2021 (the "Senior Notes Indenture") between the Issuer, the Guarantors, Lucid Trustee Services Limited as Trustee, Citibank N.A., London Branch as Principal Paying Agent and Transfer Agent and Citibank N.A., London Branch as Registrar. The [2026]²⁹[2028]³⁰ Senior Notes are subject to all such terms, and Holders are referred to the Senior Notes Indenture for a statement of such terms. To the extent any provision of this [2026]³¹[2028]³² Senior Note conflicts with the express provisions of the Senior Notes Indenture, the provisions of the Senior Notes Indenture shall govern and be controlling.

(5)OPTIONAL REDEMPTION.

(a)At any time prior to November 29, [2023]³³[2024]³⁴, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the [2026]³⁵[2028]³⁶ Senior Notes issued under the Senior Notes Indenture, upon not less than 10 nor more than 60 days' prior written notice to the Holders, at a redemption price equal to [105.625%,]³⁷[106.250%]³⁸ of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of Holders of the [2026]³⁹[2028]⁴⁰ Senior Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of any Equity Offering of the Issuer or any Parent Holdco of the Issuer to the extent the proceeds from such Equity Offering are contributed to the Issuer's common equity capital or are paid to the Issuer as consideration for the issuance of ordinary shares of the Issuer or as Subordinated Shareholder Debt (in each case, excluding proceeds from any Parent Debt Contribution); provided that:

²⁷ Include for 2026 Senior Notes

²⁸ Include for 2028 Senior Notes

²⁹ Include for 2026 Senior Notes

³⁰ Include for 2028 Senior Notes

³¹ Include for 2026 Senior Notes

³² Include for 2028 Senior Notes

³³ Include for 2026 Senior Notes

³⁴ Include for 2028 Senior Notes

³⁵ Include for 2026 Senior Notes

³⁶ Include for 2028 Senior Notes

³⁷ Include for 2026 Senior Notes

³⁸ Include for 2028 Senior Notes

³⁹ Include for 2026 Senior Notes

⁴⁰ Include for 2028 Senior Notes

Exh A-6

(1) at least 50% of the aggregate principal amount of the [2026]⁴¹[2028]⁴² Senior Notes being redeemed originally issued under the Senior Notes Indenture (excluding [2026]⁴³[2028]⁴⁴ Senior Notes held by the Issuer and its Subsidiaries and their respective Affiliates) remain outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(b)At any time prior to November 29, [2023]⁴⁵[2024]⁴⁶, the Issuer may on any one or more occasions redeem all or a part of the [2026]⁴⁷[2028]⁴⁸ Senior Notes upon not less than 10 nor more than 60 days' prior written notice to the Holders, at a redemption price equal to 100.000% of the principal amount of the [2026]⁴⁹[2028]⁵⁰ Senior Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the [2026]⁵¹[2028]⁵² Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

(c)Except pursuant to the preceding clause (5)(a) and (5)(b) and except pursuant to clause (6) and clause (8), the [2026]⁵³[2028]⁵⁴ Senior Notes will not be redeemable at the Issuer's option prior to November 29, [2023]⁵⁵[2024]⁵⁶.

⁴¹ Include for 2026 Senior Notes

⁴² Include for 2028 Senior Notes

⁴³ Include for 2026 Senior Notes

⁴⁴ Include for 2028 Senior Notes

⁴⁵ Include for 2026 Senior Notes

⁴⁶ Include for 2028 Senior Notes

⁴⁷ Include for 2026 Senior Notes

⁴⁸ Include for 2028 Senior Notes

⁴⁹ Include for 2026 Senior Notes

⁵⁰ Include for 2028 Senior Notes

⁵¹ Include for 2026 Senior Notes

⁵² Include for 2028 Senior Notes

⁵³ Include for 2026 Senior Notes

⁵⁴ Include for 2028 Senior Notes

⁵⁵ Include for 2026 Senior Notes

⁵⁶ Include for 2028 Senior Notes

Exh A-7

(d)On or after November 29, [2023]⁵⁷[2024]⁵⁸, the Issuer may on any one or more occasions redeem all or a part of the [2026]⁵⁹[2028]⁶⁰ Senior Notes upon not less than 10 nor more than 60 days' prior written notice to the Holders, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the [2026]⁶¹[2028]⁶² Senior Notes redeemed, to the applicable date of redemption, if redeemed on or after the dates indicated below, subject to the rights of Holders of the [2026]⁶³[2028]⁶⁴ Senior Notes on the relevant record date to receive interest on the relevant interest payment date:

[2026 Senior Notes

Date	Redemption Price
November 29, 2023	102.81250%
November 29, 2024	101.40625%
November 29, 2025 and thereafter	100.000%

] ⁶⁵

[2028 Senior Notes

Date	Redemption Price
November 29, 2024	103.1250%
November 29, 2025	101.5625%
November 29, 2026 and thereafter	100.000%

] ⁶⁶

(e)Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the [2026]⁶⁷[2028]⁶⁸ Senior Notes or portions thereof called for redemption on the applicable redemption date.

⁵⁷ Include for 2026 Senior Notes

⁵⁸ Include for 2028 Senior Notes

⁵⁹ Include for 2026 Senior Notes

⁶⁰ Include for 2028 Senior Notes

⁶¹ Include for 2026 Senior Notes

⁶² Include for 2028 Senior Notes

⁶³ Include for 2026 Senior Notes

⁶⁴ Include for 2028 Senior Notes

⁶⁵ Include for 2026 Senior Notes

⁶⁶ Include for 2028 Senior Notes

⁶⁷ Include for 2026 Senior Notes

⁶⁸ Include for 2028 Senior Notes

Exh A-8

(f)Any redemption pursuant to Section 3.07 of the Senior Notes Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Senior Notes Indenture.

(6)REDEMPTION FOR CHANGES IN TAXES.

The Issuer may redeem the Senior Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days' prior written notice of the redemption (which date shall be no earlier than 60 days prior to the next date on which any amount would be payable in respect of the Notes) to the Holders (with a copy to the Trustee and the Paying Agent) (which notice will be irrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01 hereof), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer for redemption (a "Tax Redemption Date") and all Additional Amounts (if any) due on the Tax Redemption Date as a result of the redemption or otherwise in accordance with Section 4.18 of the Senior Notes Indenture, (and subject to the right of Holders on the Tax Redemption Date to receive accrued and unpaid interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof and (in respect of the payment of any Additional Amounts) insofar only as the obligation to pay Additional Amounts applies also at the time such notice is given), if on the next date on which any amount would be payable in respect of the Senior Notes, the Issuer or a Guarantor is or would be required to pay Additional Amounts, and the Issuer or Guarantor cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of:

(1)any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction which amendment or change becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, on a date after the Issue Date, such later date); or

(2)any amendment to, or change in, an official position, or the introduction of an official position, regarding the interpretation, administration or application of such laws, regulations or rulings (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or a change in published tax authority practice or other administrative practice) which amendment, change or introduction becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, after the Issue Date, such later date)

(each of the foregoing clauses (i) and (ii), a "Change in Tax Law").

Prior to the publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to this Senior Notes Indenture, the Issuer will deliver to the Trustee (i) an Officer's Certificate stating that obligation to pay such Additional Amounts cannot be avoided by the Issuer (or the relevant Guarantor, as applicable) taking reasonable measures available to it; and (ii) a written opinion of independent tax counsel to the Issuer of recognized standing in the relevant Tax Jurisdiction and reasonably satisfactory to the Trustee (such approval not to be unreasonably withheld) to the effect that the Issuer (or the relevant Guarantor, as applicable) has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law.

Exh A-9

The Trustee will accept and shall be entitled to rely on such Officer's Certificate and Opinion of Counsel without further inquiry, investigation, independent verification or liability as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

(7)REPURCHASE AT THE OPTION OF HOLDER.

(a)Upon the occurrence of a Change of Control, the Issuer will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part) of that Holder's Senior Notes pursuant to a Change of Control Offer on the terms set forth in the Senior Notes Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Notes repurchased to the date of purchase (the "Change of Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder, with a copy to the Trustee, setting forth the procedures governing the Change of Control Offer as required by the Senior Notes Indenture.

(b)If the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer will make an Asset Sale Offer to all Holders and may, to the extent the Issuer so elects, make an offer to holders of Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 of the Senior Notes Indenture the maximum principal amount of Senior Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Senior Notes in any Asset Sale Offer will be equal to (i) solely in the case of the Senior Notes, 100% of the principal amount of the applicable series, which shall be repurchased in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus, in the case of (i) and (ii), accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Senior Notes Indenture. If the aggregate principal amount of Senior Notes and other Pari Passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Senior Notes tendered pursuant to an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10(b)(i) of the Senior Notes Indenture exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable, will select the Senior Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under Section 3.02 of the Senior Notes Indenture), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in

Exh A-10

whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Senior Notes.

(8)NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, pursuant to Section 12.01 of the Senior Notes Indenture, a notice of redemption to each Holder whose Senior Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Senior Notes or the satisfaction and discharge pursuant to the Senior Notes Indenture.

(9)DENOMINATIONS, TRANSFER, EXCHANGE. The Global Notes are in registered form without coupons attached in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The transfer of Senior Notes may be registered and Senior Notes may be exchanged as provided in the Senior Notes Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Senior Notes Indenture. The Issuer shall not be required to register the transfer of any Definitive Registered Notes: (A) for a period of 15 days prior to any date fixed for the redemption of such Definitive Registered Notes under Section 3.03 of the Senior Notes Indenture; (B) for a period of 15 days immediately prior to the date fixed for selection of such Definitive Registered Notes to be redeemed in part; (C) for a period of 15 days prior to the record date with respect to any Interest Payment Date applicable to such Definitive Registered Notes; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

(10)PERSONS DEEMED OWNERS. The registered Holder of a Senior Note may be treated as the owner of it for all purposes.

(11)AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Senior Notes Indenture, the Senior Notes, and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Senior Notes then outstanding (including, without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes); provided that, if any amendment, supplement, waiver or other modification will only affect one series of the Senior Notes, only the consent of a majority in principal amount of the then outstanding Senior Notes of such series shall be required, and, subject to Section 6.04 and Section 6.07 of the Senior Notes Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Senior Notes Indenture, the Senior Notes, and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes (including, without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer

Exh A-11

or exchange offer for, Senior Notes); provided that, if any amendment, supplement, waiver or other modification will only affect one series of the Senior Notes, only the consent of a majority in principal amount of the then outstanding Senior Notes of such series shall be required. Without the consent of any Holder of Senior Notes, the Senior Notes Indenture, the Senior Notes, and the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes, to provide for the assumption of the Issuer's or a Guarantor's obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable, or in the case of any Substitution, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Senior Notes Indenture of any such Holder in any material respect, to conform the text of the Senior Notes Indenture, the Note Guarantees or the Senior Notes to any provision of the "Description of the Notes" section of the Offering Memorandum to the extent that such provision in such "Description of the Notes" section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Senior Notes Indenture, the Note Guarantees and the Senior Notes, to release any Note Guarantee in accordance with the terms of the Senior Notes Indenture, to provide for the issuance of Additional Senior Notes in accordance with the limitations set forth in the Senior Notes Indenture as of the Issue Date, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Senior Notes, to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are deemed issued in registered form for purposes of Section 163(f) of the Code), or to evidence and provide the acceptance of the appointment of a successor Trustee under the Senior Notes Indenture.

(12)DEFAULTS AND REMEDIES. Events of Default include: (1) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the relevant series of Senior Notes; (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the relevant series of Senior Notes; (3) failure by the Issuer or relevant Guarantor to comply with the provisions of Sections 5.01 or 5.03 of the Senior Notes Indenture; (4) failure by the Issuer or relevant Guarantor for 60 days after written notice (i) to the Issuer by the Trustee or (ii) to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding voting as a single class to comply with any of the agreements in the Senior Notes Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in Sections 6.01(a)(i), 6.01(a)(ii) or 6.01(a)(iii) of the Senior Notes Indenture); (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: (i) is caused by a Payment Default, or (ii) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more; (6) failure by the Issuer or any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which

Exh A-12

judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (7) except as permitted by the Senior Notes Indenture (including with respect to any limitations), any Note Guarantee of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or the Issuer, or any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms its obligations under its Note Guarantee; and (8) certain events of bankruptcy or insolvency described in the Senior Notes Indenture with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Senior Notes Indenture substantially in the form attached to the Senior Notes Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Trustee may assume without inquiry, in the absence of written notice, that the Issuer is duly complying with its obligations contained in the Senior Notes Indenture required to be observed and performed by it, and that no Default or Event of Default or other event that would require repayment of the Senior Notes has occurred.

(13)AUTHENTICATION. This Senior Note will not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee or an authenticating agent.

(14)ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(15)CUSIP, ISIN AND COMMON CODE NUMBERS. The Issuer has caused CUSIP, Common Code and ISIN numbers, as applicable, to be printed on the Senior Notes and the Trustee may use such CUSIP, Common Code and ISIN numbers, as applicable, in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of any such numbers either as printed on the Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.

(16)GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE SENIOR NOTES INDENTURE, THIS SENIOR NOTE AND THE NOTE GUARANTEES.

The Issuer will furnish to any Holder upon written request and a copy of the Senior Notes Indenture and the form of Senior Note. Requests may be made to:

Exh A-13

IHS HOLDING LIMITED

190 Elgin Avenue

George Town, Grand Cayman

KY1-9008, Cayman Islands

Exh A-14

ASSIGNMENT FORM

To assign this Senior Note, fill in the form below:

(I) or (we) assign and transfer this Senior Note to:                                                                            

(Insert assignee's legal name)

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint                                                                                                                         to transfer this Senior Note on the books of the Issuer. The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Senior Note)
Signature Guarantee*:

^* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exh A-15

OPTION OF HOLDER TO ELECT PURCHASE^*

If you want to elect to have this Senior Note purchased by the Issuer pursuant to Section 4.10 or 4.13 of the Senior Notes Indenture, check the appropriate box below

☐ Section 4.10 ☐ Section 4.13

If you want to elect to have only part of the Senior Note purchased by the Issuer pursuant to Section 4.10 or Section 4.13 of the Senior Notes Indenture, state the amount you elect to have purchased (in denominations of $200,000 and integral multiples of $1,000 in excess thereof):

$
Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Senior Note)
	Tax Identification No.:
Signature Guarantee*:

^* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exh A-16

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE^*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Principal Paying Agent, Trustee, Custodian or Common Depositary

^* This schedule should be included only if the Senior Note is issued in global form.

Exh A-17

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

IHS HOLDING LIMITED

190 Elgin Avenue

George Town, Grand Cayman

KY1-9008, Cayman Islands

Attention: Chief Executive Officer

[Trustee/Registrar address block]

Re:[5.625% Senior Notes due 2026]⁶⁹ [6.250% Senior Notes due 2028]⁷⁰ (the "Senior Notes") of IHS Holding Limited

Reference is hereby made to the Senior Notes Indenture, dated as of November 29, 2021 (the "Senior Notes Indenture"), between, among others, IHS Holding Limited, a private limited liability company incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the "Issuer"), the Guarantors party thereto, Lucid Trustee Services Limited as Trustee, Citibank, N.A., London Branch as Principal Paying Agent and Transfer Agent, and Citibank, N.A., London Branch as Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Senior Notes Indenture.

________________, (the "Transferor") owns and proposes to transfer the Senior Note[s] or interest in such Senior Note[s] specified in Annex A hereto, in the principal amount of $____ in such Senior Note[s] or interests (the "Transfer"), to ________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.☐Check if Transferee will take delivery of a Book-Entry Interest in a 144A Global Note or a Definitive Registered Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or the Book-Entry Interest or Definitive Registered Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or the Book-Entry Interest or Definitive Registered Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities Act in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act and such Transfer is in compliance with any applicable blue sky

⁶⁹ Include for 2026 Senior Notes

⁷⁰ Include for 2028 Senior Notes

Exh B-1

securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Senior Notes Indenture, the transferred beneficial interest or the Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant 144A Global Note and/or the Definitive Registered Note and in the Senior Notes Indenture and the U.S. Securities Act.

2.☐Check if Transferee will take delivery of a Book-Entry Interest in a Regulation S Global Note or a Definitive Registered Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market, (ii) such Transferor does not know that the transaction was prearranged with a buyer in the United States, (iii) no directed selling efforts have been made in connection with the Transfer in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the U.S. Securities Act, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act and (v) if the proposed transfer is being effected prior to the expiration of a Restricted Period, the transferee is not a U.S. Person, as such term is defined pursuant to Regulation S of the Securities Act, and will take delivery only as a Book-Entry Interest so transferred through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Senior Notes Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the relevant Regulation S Global Note and/or the Definitive Registered Note and in the Senior Notes Indenture and the U.S. Securities Act.

3.☐Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive Registered Note pursuant to any provision of the U.S. Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes and pursuant to and in accordance with the U.S. Securities Act and any applicable blue sky securities laws of any state of the United States.

Exh B-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By
	Name:
	Title:
Dated:

Exh B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE]

(a)☐ a Book-Entry Interest held through Euroclear Account No. _______ or Clearstream Account No. _______, in the Regulation S Global Note (ISIN _______ or Common Code _______); or

(b)☐ a Book-Entry Interest held through DTC Account No. _______ in the 144A Global Note (ISIN _______ or CUSIP _______); or

(c)☐ a 144A Definitive Registered Note; or

(d)☐ a Regulation S Definitive Registered Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)☐ a Book-Entry Interest held through Euroclear Account No. _______ or Clearstream Account No. _______, in the Regulation S Global Note (ISIN _______ or Common Code __________); or

(b)☐ a Book-Entry Interest held through DTC Account No. _______ in the 144A Global Note (ISIN _______ or CUSIP _______); or

(c)☐ a 144A Definitive Registered Note; or

(d)☐ a Regulation S Definitive Registered Note.

Exh B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

IHS HOLDING LIMITED

190 Elgin Avenue

George Town, Grand Cayman

KY1-9008, Cayman Islands

Attention: Chief Executive Officer

Re:[5.625% Senior Notes due 2026]⁷¹ [6.250% Senior Notes due 2028]⁷² (the "Senior Notes") of IHS Holding Limited

(ISIN _______; [CUSIP / Common Code] _______)

Reference is hereby made to the Senior Notes Indenture, dated as of November 29, 2021 (the "Senior Notes Indenture"), between, among others, IHS Holding Limited, a private limited liability company incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the "Issuer"), the Guarantors party thereto, Lucid Trustee Services Limited as Trustee, Citibank, N.A., London Branch as Principal Paying Agent and Transfer Agent, and Citibank, N.A., London Branch as Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Senior Notes Indenture.

__________________, (the "Owner") owns and proposes to exchange the Senior Note[s] or interest in such Senior Note[s] specified herein, in the principal amount of $_______________ in such Senior Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

1.☐ Check if Exchange is from Book-Entry Interest in a Global Note for Definitive Registered Notes. In connection with the Exchange of the Owner's Book-Entry Interest in a Global Note for Definitive Registered Notes in an equal amount, the Owner hereby certifies that such Definitive Registered Notes are being acquired for the Owner's own account without transfer. The Definitive Registered Notes issued pursuant to the Exchange will bear the Private Placement Legend and will be subject to restrictions on transfer enumerated in the Senior Notes Indenture and the U.S. Securities Act.

2.☐Check if Exchange is from Definitive Registered Notes for Book-Entry Interest in a Global Note. In connection with the Exchange of the Owner's Definitive Registered Notes for Book-Entry Interest in a Global Note in an equal amount, the Owner hereby certifies that such Book-Entry Interest in a Global Note are being acquired for the Owner's own account

⁷¹ Include for 2026 Senior Notes

⁷² Include for 2028 Senior Notes

Exh C-1

without transfer. The Book-Entry Interests transferred in exchange will be subject to restrictions on transfer enumerated in the Senior Notes Indenture and the U.S. Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By
	Name:
	Title:
Dated:

Exh C-2

ANNEX A TO CERTIFICATE OF EXCHANGE

1.The Owner owns and proposes to exchange the following:

[CHECK ONE]

(a)☐ a Book-Entry Interest held through Euroclear Account No.____________ or Clearstream Account No. ____________, in the Regulation S Global Note (ISIN ____________ or Common Code ____________); or

(b)☐ a Book-Entry Interest held through DTC Account No. ____________ in the 144A Global Note (ISIN ____________ or CUSIP ____________); or

(c)☐ a 144A Definitive Registered Note; or

(d)☐ a Regulation S Definitive Registered Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(e)☐ a Book-Entry Interest held through Euroclear Account No. ____________ or Clearstream Account No. ____________, in the Regulation S Global Note (ISIN ____________ or Common Code ____________); or

(f)☐ a Book-Entry Interest held through DTC Account No. ____________ in the 144A Global Note (ISIN ____________ or CUSIP ____________); or

(g)☐ a 144A Definitive Registered Note; or

(h)☐ a Regulation S Definitive Registered Note;

Exh C-3

EXHIBIT D

FORM OF SUPPLEMENTAL SENIOR NOTES INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL SENIOR NOTES INDENTURE (this "Supplemental Senior Notes Indenture"), dated as of _____________, among _____________, a company organized and existing under the laws of _____________ (the "Subsequent Guarantor"), a subsidiary of IHS Holding Limited (or its permitted successor), a private limited liability company incorporated in the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the "Issuer"), the Guarantors party thereto, Lucid Trustee Services Limited, as Trustee and Citibank, N.A., London Branch as Principal Paying Agent and Transfer Agent.

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the "Senior Notes Indenture"), dated as of November 29, 2021, providing for the issuance of 5.625% Senior Notes due 2026 (the "2026 Senior Notes") and the 6.250% Senior Notes due 2028 (the "2028 Senior Notes," and together with the 2026 Senior Notes, the "Senior Notes");

WHEREAS, the Senior Notes Indenture provides that under certain circumstances the Subsequent Guarantor shall execute and deliver to the Trustee a supplemental indenture and notation of guarantee pursuant to which the Subsequent Guarantor shall unconditionally guarantee all of the Issuer's Obligations under the Senior Notes and the Senior Notes Indenture on the terms and conditions set forth herein (including but not limited to Article 10 thereof) (the "Note Guarantee"); and

WHEREAS, pursuant to Section 9.01 of the Senior Notes Indenture, the Issuer, the Guarantors, and the Trustee are authorized to execute and deliver this Supplemental Senior Notes Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsequent Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Notes as follows:

1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Senior Notes Indenture.

2.AGREEMENT TO GUARANTEE. The Subsequent Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Senior Notes Indenture including but not limited to Article 10 thereof.

Exh D-1

3.EXECUTION AND DELIVERY.

(a)The execution of this Supplemental Senior Notes Indenture shall constitute due delivery of the Note Guarantee set forth in this Supplemental Senior Notes Indenture on behalf of the Subsequent Guarantor.

(b)If an Officer whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Supplemental Indenture in which the Note Guarantee is contained, the Note Guarantee shall be valid nevertheless

4.NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Subsequent Guarantor, as such, shall have any liability for any obligations of the Issuer or any Subsequent Guarantor under the Senior Notes, the Senior Notes Indenture, the Note Guarantees or this Supplemental Senior Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes.

5.INCORPORATION BY REFERENCE. Section 12.06 of the Senior Notes Indenture is incorporated by reference to this Supplemental Senior Notes Indenture as if more fully set out herein.

6.NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL SENIOR NOTES INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7.COUNTERPARTS. The parties may sign any number of copies of this Supplemental Senior Notes Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

9.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Senior Notes Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsequent Guarantor and the Issuer.

Exh D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Senior Notes Indenture to be duly executed and attested, all as of the date first above written.

[SUBSEQUENT GUARANTOR]
By
	Name:
	Title:
IHS HOLDING LIMITED
By
	Name:
	Title:
LUCID TRUSTEE SERVICES LIMITED, as Trustee
By
	Authorized Signatory

Exh D-3

EX-2.7

Exhibit 2.7

DESCRIPTION OF SECURITIES

The following is a description of the material terms of our amended and restated memorandum and articles of association (the “Articles”) which became effective upon our migration from a Republic of Mauritius incorporated private limited liability company to an exempted company limited by shares under the Companies Act of the Cayman Islands (the “Migration”) and our initial public offering (the “IPO”). The following description is a summary and should be read in conjunction with our Articles, which have been publicly filed with the U.S. Securities and Exchange Commission (“SEC”).

General

We are a Cayman Islands exempted company with limited liability. Our affairs are governed by our Articles and the Companies Act.

Our register of shareholders are maintained by Computershare Trust Company, N.A.

Our authorized share capital consists of 1,700,000,000 ordinary shares, par value $0.30 per share.

Ordinary Shares

General

All of our issued and outstanding ordinary shares are fully paid and non-assessable.

Certificates representing our issued and outstanding ordinary shares are generally not issued and legal title to our issued shares is recorded in registered form in the register of members. Holders of our ordinary shares have no preemptive, subscription, redemption or conversion rights.

Our board of directors may provide for other classes of shares, including series of preferred shares, out of our authorized but unissued share capital, which could be utilized for a variety of corporate purposes, including future offerings to raise capital for corporate purposes or for use in employee benefit plans. Such additional classes of shares shall have such rights, restrictions, preferences, privileges and payment obligations as determined by our board of directors. If we issue any preferred shares, the rights, preferences and privileges of holders of our ordinary shares will be subject to, and may be adversely affected by, the rights of the holders of such preferred shares. See “- Variation of rights.”

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Act and our Articles. Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of the Company lawfully available for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis.

Voting rights

Voting at any shareholders’ meeting is by way of poll. On a poll every shareholder present in person or by proxy shall have one vote for each ordinary share on all matters upon which the ordinary shares are entitled to vote except that, for so long as the number of ordinary shares held by Mobile Telephone Networks (Netherlands) B.V. or an affiliate of it or MTN Group is greater than twenty percent (20%) of the total number of ordinary shares in issue, each ordinary share held by MTN Group shall entitle MTN Group to the number of votes per ordinary share calculated by dividing 20% of the total number of ordinary shares in issue by the number of Shares held by MTN Group.

A quorum required for a meeting of shareholders consists of shareholders holding at least one third of the votes eligible to be cast at any such general meeting of the Company. A special resolution will be required for matters such as merger or consolidation transactions, change of name or making changes to our Articles, or the voluntary winding up of the Company.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by persons present and voting in a general meeting at which a quorum is present, while a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by persons present and voting at any such meeting, or, in each case, a unanimous resolution in writing.

Variation of rights

The rights attached to any class or sub-class of shares (unless otherwise provided by the terms of issue of that class or sub-class), such as voting, dividends and the like, may only be materially adversely varied or abrogated with the sanction of a resolution passed by not less than two-thirds of the votes attaching to the shares of the relevant class or sub-class cast in a meeting of the holders of the shares of that class or sub-class, or by the written consent of the holders of not less than two-thirds of the shares of that class or sub-class. The rights conferred upon the holders of the shares of any class or sub-class shall not (unless otherwise provided by the terms of issue of that class or sub-class) be deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares by the Company.

Transfer of ordinary shares

Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors, subject to the applicable restrictions of our Articles, such as the suspension of transfers for a period immediately preceding a general meeting, or the determination that a proposed transfer is not eligible.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.

Directors

The management of our Company is vested in a board of directors. Our Articles provide that our board of directors may from time to time fix the maximum and minimum number of directors to be appointed but unless such numbers are fixed as the minimum number of directors shall be one and the maximum number of directors shall be unlimited.

Our Articles provide that directors are divided into three classes designated as Class I, Class II and Class III, respectively, and directors will generally be elected to serve staggered three year terms. The term of the Class I Directors shall expire at the third annual general meeting of the Company. The term of office of the Class II Directors shall expire at the fourth annual general meeting of the Company. The term of office of the Class III Directors shall expire at the fifth annual general meeting of the Company. A Director whose term has expired may be reappointed in accordance with the terms of the Articles. At any annual general meeting where a resolution for the election of directors is proposed a plurality of the votes cast shall be sufficient to elect a director. 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.

Our Articles provide that a director may be removed by special resolution of the shareholders or for “cause” (as defined therein) by notice from not less than 75% of the directors then in office.

The quorum necessary for any meeting of our board of directors shall consist of at least a majority of the members of our board of directors. In case of an equality of votes, the chairman shall have a second or casting vote if the chairman is an independent director and if the chairman is not an independent director then the lead independent director appointed by the board of directors shall have a second or casting vote. Initially, our lead independent director shall beJohn Ellis Bush.

Indemnity of directors and officers

Our Articles provide that our board of directors and officers shall be indemnified 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. However, we have entered into indemnification agreements with our executive officers and directors.

Exclusive Forum

Our Articles provide that, unless we consent in writing to the selection of an alternative forum (a) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the U.S. Actions; and (b) save for such U.S. Actions, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Articles or otherwise related in any way to each member's shareholding in us, including but not limited to (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act of the Cayman Islands or the Articles; or (iv) any action asserting a claim against us concerning our internal affairs.

This choice of forum provision may increase a shareholder's cost and limit such shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our

directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. The enforceability of similar choice of forum provisions in other companies' charter documents has been challenged in legal proceedings.

Differences in Corporate Law

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of some significant differences between the provisions of the Companies Act applicable to us and, for comparison purposes, the laws applicable to companies incorporated in the State of Delaware and their shareholders.

Mergers and similar arrangements

The Companies Act allows for the merger of two or more companies into either one consolidated company or one or more company(ies) merged into another so as to form a single surviving company. The merger or consolidation of two or more companies under Cayman Islands law requires the directors of the companies to enter into and to approve a written plan of merger or consolidation, which must also be authorized by a special resolution of each constituent company, in which regard see “- Ordinary Shares - Voting Rights” above, and such other authorization, if any, as may be specified in such companies’ articles of association. In relation to any merger or consolidation under the Companies Act, dissenting shareholders have certain limited appraisal rights in circumstances which are similar to those available to dissenting shareholders of a Delaware corporation, providing rights to receive payment in cash for the judicially determined fair value of the shares. Appraisal rights for the holders of shares listed on a public exchange are ordinarily only available where the consideration offered under the merger is payable in cash or, in some instances, the unlisted securities of a third party.

The Companies Act also includes statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that such a scheme of arrangement is approved by shareholders or creditors who represent a majority in number and 75% in value of each such class of shareholders or creditors who attend and vote, either in person or by proxy, at a meeting or meetings convened for that purpose. The convening of meetings to consider any such scheme of arrangement, and the implementation of the scheme, must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

· the statutory provisions as to the dual majority vote have been met;

· the shareholders have been fairly represented at the meeting in question and the classes properly delineated;

· the arrangement is such that a businessman would reasonably approve; and

· the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

If a scheme of arrangement is thus approved, the dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of a Delaware corporation.

When a tender offer to acquire shares is made and accepted (within four months) by holders of not less than 90% of the shares subject to such offer, the offeror may, within a two-month period following the expiration of the initial four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of shareholders.

Our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (1) there is advance approval of the Board, (2) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (3) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder. A person becomes “interested” where it and persons acting in concert with it or its affiliates acquire 15% of the issued ordinary shares. A “business combination” in this context includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder.

Shareholders’ suits

We are not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In principle, the Company will normally be the proper plaintiff and a derivative action may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

· a company acts or proposes to act illegally or ultra vires (beyond the scope of its authority);

· the act complained of, although not ultra vires, could be effected if duly authorized by a special resolution that has not been obtained; and

· those who control the company are perpetrating a “fraud on the minority.”

Fiduciary duties of directors

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components, the duty of care and the duty of

loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company: a duty to act in good faith and in what he considers to be in the best interests of the company; a duty not to make a profit out of his position as director (unless the company permits him to do so); a duty to exercise his powers for the purposes for which they are conferred; and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. A director will need to exhibit in the performance of his duties both the degree of skill than may reasonably be expected from a subjective perspective determined by reference to his knowledge and experience and the skill and care objectively to be expected from a person occupying office as a director of the company.

Under our Articles, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest; provided that, in exercising any such vote, such director’s duties remain as described above.

Written consent of shareholders

Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of shareholders of a corporation may be taken by written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take that action at a meeting at which all shareholders entitled to vote were present and voted. In addition, a corporation may eliminate the right of shareholders to act by written consent through amendment to its certificate of incorporation.

Cayman Islands law and our Articles also provide that shareholders may approve certain other corporate matters that would require an ordinary resolution or a special resolution by way of unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder proposals

Under Delaware corporate law, a shareholder has the right to put any proposal before the shareholders at the annual meeting, provided that such shareholder complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Under the laws of the Cayman Islands our Articles determine the ability of shareholders to requisition a general meeting and to put a proposal before shareholders at any general meeting. Our Articles provide for general meetings to be convened by the directors and do not allow for shareholders to convene meetings. A shareholder holding more than 30% of the issued ordinary shares may propose business at an annual general meeting, where such shareholder is (A) a member of record on both (x) the date of the giving of the notice by that shareholder provided for under the Articles and (y) the record date for the determination of shareholders entitled to vote at such annual general meeting, and on each such date beneficially owns more than 30% of the Company’s issued ordinary shares and (B) have given timely notice of the proposed resolution to the Company in accordance with the Articles.

As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.

Under Delaware corporate law, a corporation is required to set a minimum quorum of one-third of the issued and outstanding shares for a shareholders meeting. Cayman Islands law permits a company’s articles to have any quorum. See “- Ordinary Shares - Voting Rights.”

Cumulative voting

Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits a minority shareholder to cast all the votes to which such shareholder is entitled on a single director, which increases such shareholder’s voting power with respect to electing such director.

There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but our Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protection or fewer rights on this issue than shareholders of a Delaware corporation.

Election and removal of directors

Under Delaware corporate law, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the votes of the shares entitled to vote on the election of directors and may be removed with or without cause (or, with respect to a classified board, only with cause unless the certificate of incorporation provides otherwise) by the approval of a majority of the outstanding shares entitled to vote.

Similarly, as permitted by the Companies Act and pursuant to our Articles, directors may be appointed by a plurality of votes of the shares entitled to vote on the appointment of directors and may be removed by special resolution of the shareholders or for “cause” (as defined therein) by notice from not less than 75% of the directors then in office.

Written consent of directors

Under Delaware corporate law, a written consent of the directors must be unanimous to take effect. The position under our Articles is the same in this regard.

Indemnification of directors and executive officers and limitation of liability

Cayman Islands law does not limit the extent to which a company’s Articles may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles provide that our board of directors and officers shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such directors’ or officers’ dishonesty, wilful default or fraud. This standard of conduct is generally the same as permitted under Delaware corporate law.

Enforcement of civil liabilities

The Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:

· is one in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules;

· is final and conclusive;

· is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; and

· was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

As a result of English case law, which will likely be highly persuasive in the Cayman Islands, the Cayman Islands Courts may also have discretion to enforce judgments obtained in foreign bankruptcy proceedings in other circumstances. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are brought elsewhere.

Variation of rights of shares

Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Under Cayman Islands law and our Articles, if our share capital is divided into more than one class or sub-class of shares, we may vary the rights attached to any class or sub-class with either the written consent of the holders of two-thirds of the shares of such class or sub-class or with the sanction of a resolution passed by not less than two-thirds of the votes attaching to the shares of the relevant class or sub-class cast in a meeting of the holders of the shares of that class or sub-class.

Sale of assets

Under Delaware corporate law, a vote of the shareholders is required to approve a sale of assets only when all or substantially all assets are being sold to a person other than a subsidiary of the company.

The Companies Act contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company.

Transactions with interested shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years.

This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders. In addition, our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (i) there is advance approval of the board of directors, (ii) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (iii) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder. A person becomes “interested” where it and persons acting in concert with it or its affiliates acquire 15% of the issued ordinary shares. A “business combination” in this context includes, among other things,

a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder.

Rights of non-resident or foreign shareholders

There are no limitations imposed by our Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. As similarly provided under Delaware corporate law, there are no restrictions on foreign or non-resident ownership or management of a Cayman Islands company under Cayman Islands law. In addition, there are no provisions in our Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Dissolution and winding up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with a dissolution initiated by the board of directors. Under the Companies Act of the Cayman Islands and our Articles, our company may be voluntarily wound up only by a special resolution of our shareholders, in which regard see “- Ordinary Shares - Voting Rights” above. In addition, a company may be wound up by the Grand Court of the Cayman Islands if the company is unable to pay its debts or if the court is of the opinion that it is just and equitable that our company is wound up.

Inspection of books and records

Under Delaware corporate law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.

Our shareholders have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or corporate records except our Articles.

Amendment of governing documents

Under Delaware corporate law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our Articles may be amended with the sanction of a special resolution of shareholders.

EX-8.1

Exhibit 8.1

Entity name	Country of incorporation
IHS Holding Limited (ultimate parent)	Mauritius
IHS Mauritius Cameroon Limited	Mauritius
IHS Mauritius Côte d’Ivoire Limited	Mauritius
IHS Towers Inc.	United States
IHS Mauritius Netherlands Limited	Mauritius
IHS Mauritius Zambia Limited	Mauritius
IHS Mauritius Rwanda Limited	Mauritius
IHS Africa (UK) Limited	United Kingdom
IHS Netherlands (Interco) Cöoperatief U.A.	Netherlands
IHS Netherlands Holdco B.V.	Netherlands
IHS Netherlands NG1 B.V.	Netherlands
IHS Netherlands NG2 B.V.	Netherlands
IHS Nigeria Limited	Nigeria
INT Towers Limited	Nigeria
IHS Towers NG Limited	Nigeria
Tower infrastructure Company Limited	Nigeria
IHS Côte d’Ivoire S.A.	Côte d’Ivoire
IHS Cameroon S.A.	Cameroon
IHS Zambia Limited	Zambia
IHS Rwanda Limited	Rwanda
Rwanda Towers Limited	Rwanda
IHS Kuwait Limited	Kuwait
IHS Brazil Participações Ltda	Brazil
IHS Brasil - Cessão De Infraestruturas S.A.	Brazil
Skysites Holdings S.A.	Brazil
Skysites Americas Ltda.	Brazil
Topázio  Empreendimentos  Imobiliários Ltda.	Brazil
Wi-Fi Mundial Ltda.	Brazil
IHS Fiber Brasil Participações Ltda.	Brazil
Centennial Towers Brasil Cooperatief U.A.	Brazil
Centennial Towers of Brasil B.V.	Brazil
IHS Centennial Brasil Torres de Telecomunicacoes Ltda.	Brazil
Polar Breeze Empreendimentos Ltda.	Brazil
Centennial Towers Colombia, S.A.S	Colombia

1

Polar Breeze Colombia S.A.S	Colombia
Centennial Towers of Colombia, Ltd	British Virgin Islands
IHS Towers Colombia S.A.S	Colombia
IHS Peru S.A.C.	Peru
IHS Fiber Brasil – Cessão de Infraestruturas Ltda.	Brazil
Fiberco Solucões de
Infraestrutura S.A	Brazil
San Gimignano Imoveis e Adminsitracao Limitada	Brazil
Nigeria Tower Interco B.V.	Netherlands
IHS Netherlands GCC B.V.	Netherlands
to IHS Netherlands EGY B.V.	Netherlands
IHS Telecom Towers Egypt S.A.E	Egypt
IHS Netherlands KSA B.V.	Netherlands
IHS GCC Limited	United Arab Emirates
IHS Netherlands Connect B.V.	Netherlands
IHS GCC KW Holding Limited	United Arab Emirates
IHS FinCo Management Limited	United Arab Emirates
Global Independent Connect Limited	Nigeria
IHS KSA Limited	Kingdom of Saudi Arabia
IHS SSC FZE	United Arab Emirates
IHS Netherlands ETH B.V	Netherlands
IHS Netherlands BR B.V	Netherlands
IHS Netherlands PHP B.V	Netherlands
IHS South Africa Holding Proprietary Limited	South Africa
IHS Towers South Africa Proprietary Limited	South Africa

2

EX-12.1

	Exhibit 12.1
	IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sam Darwish, Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 15, 2022	By:	/s/ Sam Darwish
		Name:  Sam Darwish
		Title:    Chief Executive Officer (principal executive officer)

EX-12.2

	Exhibit 12.2
	IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adam Walker, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 15, 2022	By:	/s/ Adam Walker
		Name:  Adam Walker
		Title:    Chief Financial Officer (principal financial officer)

EX-13.1

	Exhibit 13.1
	IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of IHS Holding Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sam Darwish, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 15, 2022	By:	/s/ Sam Darwish
		Name:  Sam Darwish
		Title:    Chief Executive Officer (principal executive officer)

EX-13.2

	Exhibit 13.2
	IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of IHS Holding Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Walker, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 15, 2022	By:	/s/ Adam Walker
		Name:  Adam Walker
		Title:    Chief Financial Officer (principal financial officer)

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 15, 2022 relating to the financial statements, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

March 15, 2022

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2021 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-40876
Entity Registrant Name	IHS Holding Ltd
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 Cathedral Piazza
Entity Address, Adress Line Two	123 Victoria Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SW1E 5BP
Entity Address, Country	GB
Title of 12(b) Security	Ordinary shares, par value $0.30 per share
Trading Symbol	IHS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	327,820,418
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	876
Auditor Location	London, United Kingdom
Entity Central Index Key	0001876183
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Business Contact
Document Information [Line Items]
Contact Personnel Name	Sam Darwish
City Area Code	44
Local Phone Number	20 8106 1600
Entity Address, Address Line One	1 Cathedral Piazza
Entity Address, Adress Line Two	123 Victoria Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SW1E 5BP
Entity Address, Country	GB

XML

CONSOLIDATED STATEMENT OF INCOME(LOSS) AND OTHER COMPREHENSIVE INCOME(LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENT OF INCOME/(LOSS) AND OTHER COMPREHENSIVE INCOME/(LOSS)
Revenue	$ 1,579,730	$ 1,403,149	$ 1,231,056
Cost of sales	(907,388)	(838,423)	(810,967)
Administrative expenses	(336,511)	(236,112)	(556,285)
Reversal of loss allowance/(loss allowance) on trade receivables	34,031	(13,081)	(27,944)
Other income	18,509	16,412	7,036
Operating profit /(loss)	388,371	331,945	(157,104)
Finance income	25,522	148,968	36,045
Finance costs	(422,034)	(633,766)	(288,915)
Profit/(loss) before income tax	(8,141)	(152,853)	(409,974)
Income tax expense	(17,980)	(169,829)	(13,518)
Loss for the year	(26,121)	(322,682)	(423,492)
Loss attributable to:
Owners of the Company	(25,832)	(321,994)	(423,492)
Non-controlling interest	(289)	(688)
Loss for the year	$ (26,121)	$ (322,682)	$ (423,492)
Loss per share - basic	$ (0.09)	$ (1.09)	$ (1.44)
Loss per share - diluted	$ (0.09)	$ (1.09)	$ (1.44)
Items that may be reclassified to profit or loss
Fair value gain through other comprehensive income	$ 3		$ 1
Exchange differences on translation of foreign operations	36,698	$ 94,411	5,036
Other comprehensive income for the year, net of taxes	36,701	94,411	5,037
Total comprehensive income/(loss) for the year	10,580	(228,271)	(418,455)
Total comprehensive loss for the year attributable to:
Owners of the Company	14,250	(227,560)	(418,455)
Non-controlling interest	(3,670)	(711)
Total comprehensive income/(loss) for the year	$ 10,580	$ (228,271)	$ (418,455)

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Non-current assets
Property, plant and equipment	$ 1,708,834	$ 1,438,040
Right of use assets	520,651	468,130
Goodwill	869,319	656,256
Other intangible assets	701,425	690,841
Fair value through other comprehensive income financial assets	11	8
Deferred income tax assets	11,064	13,443
Derivative financial instrument assets	165,100	155,196
Trade and other receivables	69,479	36,409
Non-current assets	4,045,883	3,458,323
Current assets
Inventories	42,022	49,222
Income tax receivable	128
Derivative financial instrument assets		27,495
Trade and other receivables	469,130	327,187
Cash and cash equivalents	916,488	585,416
Current assets	1,427,768	989,320
TOTAL ASSETS	5,473,651	4,447,643
Current liabilities
Trade and other payables	499,432	409,493
Provisions for other liabilities and charges	343	3,797
Derivative financial instrument liabilities	3,771	7,285
Income tax payable	68,834	48,703
Borrowings	207,619	186,119
Lease liabilities	50,560	28,246
Current liabilities	830,559	683,643
Non-current liabilities
Trade and other payables	312	9,565
Borrowings	2,401,471	2,017,090
Lease liabilities	325,541	286,501
Provisions for other liabilities and charges	71,598	49,469
Deferred income tax liabilities	118,210	177,184
Non-current liabilities	2,917,132	2,539,809
TOTAL LIABILITIES	3,747,691	3,223,452
EQUITY
Stated capital	5,223,484	4,530,870
Accumulated losses	(2,860,205)	(2,835,390)
Other reserves	(780,272)	(485,505)
Equity attributable to owners of the Company	1,583,007	1,209,975
Non-controlling interest	142,953	14,216
TOTAL EQUITY	1,725,960	1,224,191
TOTAL EQUITY AND LIABILITIES	$ 5,473,651	$ 4,447,643

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands	Equity attributable to owners of parent	Stated capital	Accumulated losses	Other reserves	Non-controlling interests	Total
Beginning Balance, Stated capital at Dec. 31, 2018	$ 1,332,075	$ 4,518,502	$ (2,089,904)	$ (1,096,523)		$ 1,332,075
Issue of shares	12,368	12,368				12,368
Share-based payment expense	504,331			504,331		504,331
Total transactions with owners of the Company	516,699	12,368		504,331		516,699
Profit (loss)	(423,492)		(423,492)			(423,492)
Other comprehensive income/(loss)	5,037			5,037		5,037
Total comprehensive income/(loss) for the year	(418,455)		(423,492)	5,037		(418,455)
Ending Balance, Stated capital at Dec. 31, 2019	1,430,319	4,530,870	(2,513,396)	(587,155)		1,430,319
NCI arising on business combination					$ 14,927	14,927
Share-based payment expense	7,216			7,216		7,216
Total transactions with owners of the Company	7,216			7,216	14,927	22,143
Profit (loss)	(321,994)		(321,994)		(688)	(322,682)
Other comprehensive income/(loss)	94,434			94,434	(23)	94,411
Total comprehensive income/(loss) for the year	(227,560)		(321,994)	94,434	(711)	(228,271)
Ending Balance, Stated capital at Dec. 31, 2020	1,209,975	4,530,870	(2,835,390)	(485,505)	14,216	1,224,191
NCI arising on business combination					132,407	132,407
Issue of shares	349,846	349,846				349,846
Options converted to shares		342,768		(342,768)
Share-based payment expense	13,003			13,003		13,003
Other reclassifications related to share based payment	(4,067)		1,017	(5,084)		(4,067)
Total transactions with owners of the Company	358,782	692,614	1,017	(334,849)	132,407	491,189
Profit (loss)	(25,832)		(25,832)		(289)	(26,121)
Other comprehensive income/(loss)	40,082			40,082	(3,381)	36,701
Total comprehensive income/(loss) for the year	14,250		(25,832)	40,082	(3,670)	10,580
Ending Balance, Stated capital at Dec. 31, 2021	$ 1,583,007	$ 5,223,484	$ (2,860,205)	$ (780,272)	$ 142,953	$ 1,725,960

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CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Cash from operations	$ 788,073	$ 656,699	$ 660,025
Employee long term retirement benefits			(112)
Income taxes paid	(29,147)	(14,540)	(13,396)
Payment for rent	(8,506)	(6,838)	(4,577)
Payment for tower and tower equipment decommissioning	(231)	(65)
Net cash generated from operating activities	750,189	635,256	641,940
Cash flows from investing activities
Purchase of property, plant and equipment - capital work in progress	(224,479)	(87,014)	(91,004)
Purchase of other property, plant and equipment - others	(13,666)	(7,786)	(21,648)
Payment in advance for property, plant and equipment	(159,276)	(131,935)	(140,340)
Purchase of software and licenses	(5,054)	(2,464)	(5,286)
Consideration paid on business combinations, net of cash acquired	(401,039)	(542,905)
Proceeds from disposal of property, plant and equipment	4,742	2,227	2,403
Insurance claims received	16,672	6,264	3,607
Interest income received	7,798	5,101	14,732
Payments of short term deposits	(103,647)
Restricted cash transferred from other receivables			1,730
Net cash used in investing activities	(877,949)	(758,512)	(235,806)
Cash flows from financing activities
Capital raised	378,000		12,368
Cost of capital raised	(28,154)
Bank loans and bond proceeds received	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	(653,504)	(99,903)	(1,622,317)
Fees on loans and derivative instruments	(20,426)	(9,403)	(61,398)
Interest paid	(168,285)	(167,938)	(171,883)
Costs paid on early loan settlement	(18,171)		(22,153)
Payment for the principal of lease liabilities	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	(32,923)	(19,239)	(11,634)
Initial margin received on non-deliverable forwards	36,714	5,066	8,023
Initial margin deposited on non-deliverable forwards	(19,436)	(33,846)	(8,072)
Profits received/(losses settled) on non-deliverable forwards	37,711	4,061	(2,923)
Net cash generated from/(used in) financing activities	524,265	(128,136)	(138,319)
Net increase/(decrease) in cash and cash equivalents	396,505	(251,392)	267,815
Cash and cash equivalents at beginning of year	585,416	898,802	633,450
Effect of movements in exchange rates on cash	(65,433)	(61,994)	(2,463)
Cash and cash equivalents at end of year	$ 916,488	$ 585,416	$ 898,802

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General Information

12 Months Ended

Dec. 31, 2021

General information

General information

1.General information

These consolidated financial statements are the financial statements of IHS Holding Limited (‘the Company’) and its subsidiaries (together hereafter referred to as ‘the Group’ or ‘IHS’). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as a limited liability company. The Company is domiciled in the Cayman Islands and the address of its registered office is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

IHS is principally involved in providing infrastructure for the telecommunications industry. The consolidated financial statements are presented in US Dollars ($) and all values are rounded to the nearest thousands, except where otherwise indicated.

These consolidated financial statements have been authorized for issue on March 15, 2022 by the Board of Directors.

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Summary of significant accounting policies

12 Months Ended

Dec. 31, 2021

Summary of significant accounting policies

Summary of significant accounting policies

2.Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1Basis of preparation

The consolidated financial statements of IHS have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared under the historical cost convention, as modified by financial assets and liabilities (including derivative financial instruments) which are recognized at fair value.

2.1.1Changes in accounting policies and disclosures

(a)New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing January 1, 2021:

● Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7)

● Annual Improvements to IFRS Standards 2018-2020 Cycle

The amendments to standards listed above did not have any material impact on the Group’s financial statements.

(b)New standards, amendments and interpretations not yet adopted by the Group

Certain new accounting standards, interpretations and amendments have been published that are not effective for December 31, 2021 reporting period and have not been early adopted by the Group. They are:

● Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter) (Amendment to IFRS 1)

● Reference to the Conceptual Framework (Amendment to IFRS 3)

● IFRS Standards 2018–2020 (fees in the ‘10 per cent’ test for derecognition of financial liabilities) (Amendment to IFRS 9)

● Classification of liabilities (Amendment to IAS 1)

● Defer the effective date of the January 2020 amendments (Amendment to IAS 1)

● Disclosure of accounting policies (Amendment to IAS 1)

● Deferred tax on leases and decommissioning obligations (Amendment to IAS 12)

● Prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use (Amendment to IAS 16)

● Costs which should be included in the cost of fulfilling a contract when determining whether a contract is onerous (Amendment to IAS 37)

None of the above amendments to standards are expected to have a material effect on the Group’s financial statements.

2.2.Consolidation

(a)Subsidiaries

The consolidated financial statements include the financial information and results of the Company and those entities in which it has a controlling interest. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date the control ceases. All intercompany balances and transactions have been eliminated.

(b)Business Combinations

For acquisitions that meet the definition of a business combination, the Group applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Group from the dates of the respective acquisitions. Any excess of the purchase price paid by the Group over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill and any acquisition related costs are expensed as incurred. The Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

The consideration transferred for the acquisition comprises the fair value of the assets transferred, liabilities incurred, equity interests issued by the Group and any contingent consideration. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

If the Group gains control in a business combination in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognized in profit or loss.

The Group has considered whether any of its business combinations represent a sale and leaseback transaction from a lessor perspective. It has been determined that since the space on towers and associated assets are able to be leased to multiple tenants without restriction, that no such arrangement of the entire tower site portfolio acquired exists.

(c)Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Company.

2.3Segment reporting

Operating segments are components of IHS’s business activities about which separate financial information is available and reported internally to the chief operating decision maker. The Group’s Executive Committee has been identified as the chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments.

The Group’s Executive Committee consists of: the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, both Deputy CFOs, the IHS Nigeria CEO, and the Chief Human Resource Officer.

Latam and MENA are operating segments effective from February 2020 following the acquisition of IHS Brasil Cessão de Infraestruturas S.A. and IHS Kuwait Limited (refer to note 31). This reflects the way the Company’s chief operating decision maker (‘‘CODM’’) is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities. All reporting to the CODM analyzes performance in this way and resources are allocated on this basis.

2.4Foreign currency translation

(a)Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US Dollars.

(b)Existence of multiple official exchange rates

During the year ended December 31, 2017, the Central Bank of Nigeria introduced a new foreign exchange window, which includes the NAFEX (Nigerian Autonomous Foreign Exchange Fixing). This resulted in a situation where there are several different official exchange rates in the market, thereby requiring the Company to monitor and evaluate which exchange rate is most appropriate to apply in translating foreign currency transactions in its Nigeria businesses and in translating Naira amounts for Group reporting purposes.

Where multiple official exchange rates exist, the Group assesses the appropriate rate to use and takes into account relevant factors. In the case of translating foreign operations or foreign transactions, such factors include access to those rates in the future to meet payments or dividends. In determining whether it is appropriate to move from one official rate to another, the Group considers the available rates in official markets for settlement of transactions. Refer to note 3 for further information.

(c)Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of income and other comprehensive income within “finance income” or “finance cost.” Foreign exchange gains and losses that relate to other monetary items are

presented in the statement of income and other comprehensive income within “cost of sales,” “administrative expense” and “other income” as appropriate.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities designated as fair value through other comprehensive income are recognized in other comprehensive income.

The subsidiaries based in Nigeria translated their foreign currency transactions into the functional currency, Nigerian Naira, at the Nigerian Autonomous Foreign Exchange Fixing (“NAFEX”) prevailing rate at the date of the transaction. Monetary items and liabilities denominated in foreign currencies were also translated at the NAFEX rate.

The NAFEX rate was between 394.13 and 435.00 during 2021 (2020: 363.2 and 410.25, 2019: 360.4 and 364.7) and at December 31, 2021 was 435.00 (December 31, 2020: 410.25, December 31, 2019: 364.7). Both years experienced a spike in the month of December of that year, with the average rate for December 2021 being 415.6 (2020: 394.3). Refer to note 3 for further information on foreign exchange rate assessment.

The results and financial position of all the Group entities (none of which has the currency of a hyper inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

● income and expenses for each statement of income and other comprehensive income are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

● all resulting exchange differences are recognized in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are taken to other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognized in other comprehensive income.

The results of the subsidiaries based in Nigeria were translated into US Dollars at the NAFEX monthly average exchange rate for income and expenses and the assets and liabilities at the NAFEX closing rate at the date of the statement of financial position with rates as noted above. Refer to note 3 for further information.

2.5Revenue recognition

Our revenue is derived from fees paid by our customers for services from our colocation business and its ancillary managed services.

The colocation business involves the lease of space on IHS owned and leased towers, which are shared by various operators and data service providers. Revenue is generated on towers either from anchor tenants (original tenants on towers) or colocation tenants (subsequent tenants) when they install equipment on towers. A portion of colocation arrangements for the rental of space on the towers and other assets on tower sites, on which the use of space is dependent, is within the scope of IFRS 16 Leases. A portion of colocation arrangements for the provision of services and energy charges is within the scope of IFRS 15 ‘Revenue from contracts with customers’ as a provision of service. The Group also offers

ancillary services to manage tenant operations of existing customers on a limited basis. Revenue from such managed services is within the scope of IFRS 15 ‘Revenue from contracts with customers’.

In determining the amounts of colocation revenue from our contracts with customers that fall within the scope of IFRS 15 or IFRS 16, the Group considers whether there are separate performance obligations to which a portion of the transaction price needs to be allocated and revenue recognized separately.

For colocation services the Group determines the transaction price (including lease and non-lease elements) at contract inception and considers the effects of:

● Variable consideration - The contractual price may be subject to service credits, price indexation, discounts provided on site consolidation and discounts associated with site occupancy. All of these items of variable consideration are considered to relate to individual service periods of series performance obligations, or represent contingent rentals, and are therefore recognized in the future periods in which they arise rather than when estimating the transaction price at contract inception.

● The existence of significant financing components - Financing components are not expected to be significant as services and payments are generally in line over the period of the contract.

● Consideration payable to the customer (if any) - Payments to customers (such as rebates and discounts refunded to the customer and payments for exit fees) are deducted from transaction price unless they are payments for a distinct good or service supplied to the Group in return for the payments.

At the date of contract inception, the Group determines the stand-alone selling prices of the performance obligations (including the lease elements of the contract) using a combination of data on observable prices from comparable managed service arrangements, supplemented by the cost plus a margin approach. The Group allocates the transaction price to these non-lease elements of the contract and between performance obligations within the non-lease element of the contract on the basis of relative stand-alone selling price.

Revenue is typically invoiced quarterly in advance except where a deferral of invoicing has been agreed with a customer such as where there is an ongoing dispute over pricing in which case revenue is accrued on the basis of the expected outcome for performance obligations satisfied in the period.  Customer contracts typically require payment within 30 to 60 days.

(a)Colocation services revenue (non-lease)

For non-lease revenue, two separate performance obligations have typically been identified, one in respect of the operation of tower infrastructure and one in respect of the provision of maintenance services and power, with each being a series of performance obligations to stand ready to deliver the required services.

The identification of these two performance obligations does not change the timing of revenue recognition of the non-lease component as both are typically satisfied over the same time period. In limited cases, contracts may provide the customer with a right to purchase additional services at a significant discount. In these cases, the material right is also identified as a performance obligation.

On initial recognition of revenue, the Group assesses the recoverability of revenue and recognizes the revenue, in respect of satisfied performance obligations, which is expected to be recovered. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group. The assessment of amounts expected to be recovered, and indirectly the variable consideration component, are closely aligned with the assumed credit risk of the customer, determined as part of the assessment of expected credit losses made in accordance with the Group’s IFRS 9 expected credit loss policy as described in note 2.17.4.

(b)Colocation services revenue for which the Group is a lessor

The portion of colocation revenue, for which IHS is the lessor, is treated as a lease. Revenue from these operating lease arrangements, including fixed escalation clauses present in non-cancellable lease agreements is recognized on a straight line basis over the current lease term of the related lease agreements, when collectability is reasonably assured. The duration of these lease arrangements is typically between 5 and 10 years. Escalation clauses tied to the Consumer Price Index (“CPI”) or other inflation based indices, are excluded from the straight line calculation, however, any fixed increases are included.

Revenue is recognized in the accounting period in which the rental income is earned and services are rendered. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue until the criteria for recognition have been met.

(c)Managed services revenue

Revenue from managed services contracts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services.

Revenue is recognized in the accounting period in which the services are rendered by reference to the stage of completion based on the terms of each contract. Services revenues are derived under contracts or arrangements with customers that provide for billings either on a fixed price basis or a variable price basis, which includes factors such as time and expenses. Revenues are recognized as services are performed. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue in the accompanying statement of financial position until the criteria for recognition have been met.

2.6Embedded derivatives in revenue contracts

Certain revenue contracts and subsequent amendments include fees that are priced in $ but are invoiced and settled in the relevant local currency of the operation using foreign exchange rates calculated in accordance with the contractual terms.

Where the contractual foreign exchange rates are reset at regular intervals in arrears, management evaluates and determines at the date of inception, or at the date of material modification, of the contracts whether the reset features are closely related to the host contracts or not.

In making the evaluation, management assessed that the $ is a commonly used currency in the local operation, and that the reset interval was sufficiently frequent to approximate the local currency spot exchange rate given economic conditions at that time. Management also considers whether, at the time of inception or material modification, contract rates reference a liquid market exchange rate. If reference rates are assessed as liquid the embedded derivative is assessed as closely related and no accounting bifurcation is made.

Where such fees that are priced in $ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate or an exchange rate which is not referenced to a liquid market exchange rate, this results in an embedded derivative which is not closely related to the host contract and is thus bifurcated, fair valued and disclosed separately. The fair values of these embedded derivatives are determined by reference to the discounted forecast billings under the contractual rates compared to those under the forecast liquid market rates.

Upon initial recognition of the revenue embedded derivative asset or liability, the Group recognizes a contract liability or asset, respectively. The contract liability or asset is released to revenue over the shorter of the term of the contract or the term over which the conditions that result in the embedded derivative expire. The release to revenue is recognized on the same basis that those contractual conditions materialize, to match the release of the contract liability or asset to the recognition of revenue from the underlying contract.

2.7Leases

The Group is a lessee of various assets, comprising land and building, towers, equipment and motor vehicles. The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The following sets out the Group’s lease accounting policy for all leases with the exception of leases with low-value (i.e. < $5,000) and short term of less than 12 months for which the Group has taken the exemption under the standard and are expensed to profit or loss as incurred.

(a)Lease assets

The Group recognizes right of use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use under the contract). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date (which do not form part of the lease liability value at the commencement date). Right of use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term.

The right-of-use assets are tested for impairment in accordance with IAS 36 “Impairment of Assets”.

(b)Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of all remaining lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments where the contracts specify fixed or minimum uplifts) and variable lease payments that depend on an index or a rate.

The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

Due to the nature of our leased assets the interest rate implicit in the lease is usually not readily determinable, the Group therefore uses the incremental borrowing rate in calculating the present value of lease payments at the lease commencement date. The incremental borrowing rate is calculated using a series of inputs, including: a local currency cost of debt for each country based on local borrowing (or where not available, an inflation adjusted US$ cost of debt which encompasses the country specific adjustment), an adjustment for the duration of the referenced borrowings to arrive at an interest rate for a one-year facility, and an adjustment for the lease term based on local government, US or Eurozone bond yields, as appropriate in the context of each country’s debt markets.

The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised and any periods covered by an option to terminate the lease, if it is reasonably certain that the termination options will not to be exercised.

The Group has the option under some of its leases to lease the assets for additional periods of up to 10 years. The Group applies judgement in evaluating whether it has a unilateral option to renew the lease for a further period and is reasonably certain to exercise the option to renew (note 3). That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

2.8Cost of sales

Cost of sales is mainly comprised of power generation costs, depreciation, tower repairs and maintenance costs, operational staff and costs, site rental costs.

2.9Administrative expenses

Administrative expenses are costs not directly related to provision of services to customers, but which support our business as a whole. These overhead expenses primarily consist of administrative staff costs (including key management compensation), office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets, net (gain)/loss on disposal of property, plant and equipment and other sundry costs.

Administrative expenses also includes other corporate overhead expenses related to the Group’s acquisition efforts and costs associated with new business initiatives.

2.10Other income

Other income includes proceeds from insurance claims and the remeasurement of contingent consideration arising from acquisitions.

2.11Interest income

Interest income is recognized in profit or loss and is calculated using the effective interest method as set out in IFRS 9.

2.12Property, plant and equipment

These are mainly towers and towers equipment, fiber telecommunications network cables and equipment, land and buildings, furniture and office equipment, motor vehicles and capital work in progress that are used directly by the Group in the provision of services to customers, or for administrative purposes. The assets are carried at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the assets including amounts related to the cost of future decommissioning and site restoration obligations.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Group and the cost can be measured reliably.

The carrying amount of the replaced asset is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Freehold land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Towers and tower equipment Base station towers (including civil costs and overheads)
•    Base station equipment (including civil costs and overheads)	10-20 years
•    Base station equipment (other equipment)	15 years
•    Base station equipment (rectifier and solar power)	10 years
•    Base station equipment (alarm and battery)	3-5 years
•    Base station equipment (generator & generator overhaul)	1-3 years
Fiber assets
•    Fixed line network equipment (including civil works, duct system, cable system and survey costs)	25 years
•    Outdoor cabinet	10 years
Land and buildings, furniture and office equipment, and motor vehicles
•    Office complex	40 years
•    Furniture and office equipment	3 years
•    Motor vehicles	4 years

Asset residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period. Where an indication of impairment exists, an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss for the period. The Group assesses its property, plant and equipment for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period. Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence including those driven by climate change.

2.13Intangible assets and goodwill

Goodwill arises on the acquisition of businesses and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognized directly in profit or loss.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at or below the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognized immediately as an expense and is not subsequently reversed.

(a)Network and customer related intangible assets

Network related intangible assets represent future income from leasing excess tower capacity to new tenants. Customer related intangible assets represent customer contracts and relationships. Network and customer-related intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Network and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of network and customer related intangible assets over their estimated useful lives of 14-26 years (2020: 14-20 years, 2019: 14-16 years) and 5-37 years (2020: 5-30 years, 2019: 5-30 years) respectively. The remaining amortization period for network and customer related assets are between 5-26 years (2020: 6-26 years, 2019: 7-10 years) and 21-36 years (2020: 1-27 years, 2019: 1-26 years) respectively.

(b)Licenses

Separately acquired licenses are shown at historical cost. Licenses acquired in a business combination are recognized at fair value at the acquisition date. Licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over their estimated useful lives of 3-15 years (2020: 3-15 years, 2019: 3-15 years).

(c)Computer software

Costs associated with maintaining computer software programs are recognized as expenses as incurred. Acquired computer software licenses are capitalized at the cost incurred to acquire and bring into use the software. Amortization is calculated using the straight-line method over their estimated useful lives of three to five years.

2.14Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired (note 3). Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

2.15Inventories

Inventories are stated at the lower of cost and estimated net realizable value. Cost comprises direct materials costs and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first-in, first-out method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. If the carrying value exceeds net realizable amount, a write down is recognized. The write-down may be reversed in a subsequent period if the circumstances which caused it no longer exist. In other instances, where the net realizable value of an inventory item is not readily determinable, management assesses the age and the risk of obsolescence of such items in determining net realizable value of such items using an appropriate age/obsolescence factor model.

2.16Financial assets

2.16.1Classification

The Group classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss), and

● those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. The Group reclassifies debt investments when and only when its business model for managing those assets changes.

2.16.2Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

2.16.3Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

a)Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group measures its debt instruments at amortized cost as assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of income and other comprehensive income.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are reflected within borrowings in current liabilities in the statement of financial position.

b)Equity instruments

The Group subsequently measures all equity investments at fair value. The Group has elected to present fair value gains and losses on equity investments in OCI. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

2.16.4Impairment

The Group evaluates each customer individually for the purpose of estimating the impairment at the reporting date rather than using a portfolio approach. The Group has limited history of losses and given the short duration of receivables, the Group uses the experienced credit judgement (ECJ) approach to estimate the impairment of trade receivables in accordance with the expected credit loss (ECL) requirement of IFRS 9.

The ECJ approach assesses the credit risk of the customer at the reporting date to evaluate the customer’s capacity to meet its contractual cash flow obligations in the near term and combines this with an evaluation of the impact of changes in economic and business conditions on the customer’s ability to pay.

2.17Financial liabilities

2.17.1 Classification

The Group’s financial liabilities are classified at amortized cost. Financial liabilities are recognized initially at fair value and inclusive of directly attributable transaction costs. The Group’s financial liabilities are borrowings and trade and other payables.

(a)Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the statement of income and other comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

A day one gain or loss on a related party loan at a non-market interest rate is included in investments.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of income and other comprehensive income as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in the statement of income and other comprehensive income, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(b)Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.18Derivative financial instruments

Derivatives are financial instruments that derive their value from an underlying price or index. A derivative instrument gives one party a contractual right to exchange financial assets and financial liabilities with another party under conditions that are potentially favorable or financial liabilities with another party under conditions that are potentially unfavorable. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period.

Where we have an obligation to purchase non-controlling interest that will be settled for a variable number of own shares, rather than cash, another financial asset, or a fixed number of shares, our policy is to treat this as a derivative transaction and measure it at fair value in the statement of income.

2.19Embedded derivatives

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates or other variable (provided in the case of a non-financial variable that the variable is not specific to a party to the contract).

An embedded derivative is only separated and reported at fair value with gains and losses being recognized in the statement of income and other comprehensive income when the following requirements are met:

● where the economic characteristics and risks of the embedded derivative are not clearly and closely related to those of the host contract;

● the terms of the embedded derivative are the same as those of a stand-alone derivative; and

● the combined contract is not held for trading or designated at fair value through profit or loss.

The Group’s listed bonds include embedded put and call features which are bifurcated at the time of issuance of the bonds.

The Group has analyzed the 2027 Notes issued in September 2019 along with the 2026 and 2027 notes issued in November 2021 and has identified free standing call and put options embedded in the listed bonds that required separate valuation.

The Group employed valuation techniques commonly used by market participants to evaluate bonds with embedded options, including discounted cash flow and option pricing models, and makes maximum reference to market inputs. The techniques adopted include the major factors that market participants would consider in setting a price and are consistent with accepted economic methodologies for pricing financial instruments. The options are valued equivalent to an American Receiver Swaption under the Hull & White Model.

A significant portion of the Group’s contracted revenue pricing is denominated in US Dollars and the amount of local currency due is determined by reference to the US Dollar amount invoiced, translated at the spot rate or an average rate to the respective subsidiary. This represents an embedded foreign currency derivative in a host contract.

Management’s judgement is that where fees that are priced in US$ are translated to local currency at the time of billing using a liquid market exchange rate, derivatives are not bifurcated as at the time the contracts are entered into. They are considered closely related to the host contract since they are denominated in a currency that is commonly used in the regions that the Group operates in (US Dollar being a relatively stable and liquid currency that is commonly used for pricing in local business transactions and trade).

Where fees priced in US$ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate, or an exchange rate which is not referenced to a liquid market exchange rate, derivatives are bifurcated at the time the contracts are entered into.

2.20Current and deferred income tax

(a)Deferred income tax

Deferred income tax is recognized in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax liabilities are not recognized if they arise from initial recognition of goodwill and deferred income tax is not accounted for if it arises from initial recognition of an asset or liability, in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

(b)Current income tax

Current income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

2.21Employee benefits

(a)Defined contribution schemes

The Group operates a number of defined contribution plans which are funded by contributions from the Group and the employees based on the law ruling in each country. The amounts contributed by the Group is recognized as employee benefit expenses and are charged to profit or loss in the period to which the contributions relate. The Group has no further payment obligation once the contributions have been paid. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payment is available.

(b)Short-term employee benefits

Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(c)Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in the statement of income and other comprehensive income in the period in which they arise.

2.22Share-based payments

The Group operates a number of equity settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and the fair value is recognized as an expense in profit or loss, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions (for example, profitability, sales growth targets are expected to be met), such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date (note 3).

In the event of a modification of the terms of the share-based instruments, if the fair value of the new amended instruments is greater than the fair value of the original instruments as at the modification date, then for options vested at the modification date, the incremental fair value is recognized in profit or loss immediately and for unvested options, the incremental amount is recognized in profit or loss over the remaining vesting period.

In prior periods, and up to the 10 July 2019, the share-based compensation plans operated by the Group were classified and accounted for as cash-settled instruments. Options were measured at their fair value (at the date of grant) and the fair

value was recognized as an expense in profit or loss with a corresponding liability recognized. Cash settled share-based payment liabilities were remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognized in profit or loss. At the end of each reporting period and up to 10 July 2019, the Group revised its estimates of the number of options that were expected to vest based on the non-market vesting conditions and service conditions and recognized the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to liability. Refer to note 28 for further information.

2.23Decommissioning and site restoration obligations

The Group makes provision for any future cost of decommissioning of its telecommunication towers where required by regulation or land lease terms. These costs are expected to be incurred within a period of up to 20 years depending on the term of the leasehold. The Group estimates this provision using existing technology at current prices as quoted by decommissioning experts, escalated at the relevant inflation factor. The inflated decommissioning provision is subsequently discounted to present value using the Group’s incremental borrowing rate for borrowings over the expected term of the leasehold. The timing of each decommissioning will depend on the term of the lease and whether or not the lessor intends to renew the rental contract. A corresponding amount is recognized as part of property, plant and equipment. This is subsequently depreciated as part of the tower. Other than the unwinding discount on the provision, any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding item of property, plant and equipment.

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Critical accounting estimates and judgements

12 Months Ended

Dec. 31, 2021

Critical accounting estimates and judgements

Critical accounting estimates and judgements

3.Critical accounting estimates and judgements

The preparation of financial statements requires management to make certain judgements, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities as at the end of the reporting period and the amounts reported for revenues and expenses during the year. The nature of the estimation means that actual outcomes could differ from those estimates. The key sources of judgment and estimation uncertainty that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities are discussed below.

In preparing these consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2020.

(a)Key accounting judgements

3.1Going concern - Coronavirus

The COVID-19 outbreak and resulting measures taken, from time to time by the federal and state governments in the countries where we operate to contain the virus have required some changes to how we operate (for example travel restrictions, increased working from home, practicing social distancing, increased hygiene measures and enhanced risk and contingency planning). During the prior and current year however, and during the period after December 31, 2021 the financial impact on our business has not been significant as our operational teams were allowed to fulfil their responsibilities and visit sites even when local travel restrictions were in place.

However, in addition to the already known effects, the macroeconomic uncertainty causes disruption to economic activity and it is unknown what the longer-term impact on our business may be. The remaining duration of this pandemic remains uncertain but is expected to continue to impact the way we run our business, in particular in relation to office working and the ability to travel internationally without restriction. The below table outlines Management’s assessment of and response

to the main risks arising from the current uncertain situation regarding COVID-19. These risks inherently impact the significant judgements and estimates made by management.

	Assessment	Risk discussion and response
Revenue and profitability	· Limited impact on revenue collections thus far. · Customers continue to perform, and we have not experienced significant deterioration in payments.	· The Group has long-term revenue contracts with its customers amounting to $10.0 billion in contracted revenue. · Our ability to collect revenue from our customers is impacted by our customers’ ability to generate and collect revenues from their operations. Our customers have, in the main, seen an increased demand for their services. · The impact on collections has thus far been limited and the Group remains in constant conversation with customers regarding their liquidity and ability to meet their obligations. · The Group regularly reviews measures for cost savings whilst maintaining its ability to operate effectively and towards strategic goals. · The Group has continued to invest in capital expenditure which supports revenue growth, albeit at lower levels than initially planned for the year ended December 31, 2021, largely affected by a slow down in supply chain. The Group will continue to invest in capital expenditure relating to revenue growth during 2022.
Liquidity	· Sufficient liquidity is available. · No current impact on going concern.	· The Group has cash and cash equivalents of $916 million as at December 31, 2021. · Management has assessed current cash reserves and the availability of undrawn facilities and continues to monitor available liquidity in the context of ongoing operational requirements and planned capital expenditure. · In the context of current commitments and available liquidity, management believes that the going concern assumption remains appropriate. · All of the Group’s operations are cash generative.

	Assessment	Risk discussion and response
Access to USD	· Moderate risk due to decreased availability.	· While there has been a reduction in US Dollar liquidity in the Nigerian market, we were still able to source US Dollars locally to fund our semi-annual coupons during the year, and management remain confident that we will be able to do so for the foreseeable future.
Workforce and internal controls	· Minimal impact to date.	· Employees have returned to office following guidance by local regulations. The periods of remote working have had limited impact on the operation of and management oversight over internal controls which continue to operate effectively. · Operational employees continue to operate in the field while observing strict safety guidelines. · Our IT team monitors the increased risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilises security measures to mitigate such risks.
Supply chain	· Moderate risk due to delays.	· The Group works closely with suppliers and contractors to ensure availability of supplies on site, especially diesel supplies which are critical to many of our operations. · Regular maintenance of our towers continues while observing strict safety guidelines for our employees and our suppliers and contractors.

Due to the uncertainty of COVID-19, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market. As part of their regular assessment of the Group’s liquidity and financing position, the Directors have prepared detailed forecasts for a period which extends beyond 12 months after the date of approval of the financial statements. In assessing the forecasts, in addition to the impact of COVID-19 on the group’s operations, the Directors have considered:

● the current economic conditions in the operating markets and how that impacts trading;

● the impact of macroeconomic factors, particularly interest rates and foreign exchange rates;

● the status of the Group’s financial arrangements (see also note 22);

● mitigating actions available should business activities fall behind current expectations; and

● additional sensitivity analysis under a stressed scenario to assess the impact of a severe but plausible downside case.

Whilst inherently uncertain, and we expect some impact to our operations and performance, we currently do not believe that the COVID-19 outbreak will directly have a material adverse effect on our financial condition or liquidity for the foreseeable future. Having carefully considered this and the other factors noted above, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for at least 12 months from the date of issuance of these financial statements and to operate within the covenant levels of its current debt facilities. The Directors therefore continue to consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

3.2Assessment of appropriate foreign exchange rate

The Group had been using the relevant central bank rate, being the relevant official rate in each jurisdiction for foreign currency translation. On April 24, 2017, the Central Bank of Nigeria (CBN) introduced a special foreign exchange window for investors and exporters, known as the NAFEX market.

By introducing the NAFEX window, the CBN created a situation where there are multiple differing official rates in the market. This resulted in a need for the Group to reach a judgement regarding the appropriate exchange rates for translating foreign denominated transactions and balances for Nigerian subsidiaries and for the translation of Nigerian results on consolidation. The Group considered the requirements of IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ and performed an assessment of the availability of the NAFEX rate in that market. The Group concluded that access to US Dollar in Nigeria in the future to meet payments or dividends is expected to be obtained via the NAFEX market, which has since May 2021 been adopted by the CBN.

From January 1, 2018, the NAFEX rate has been used for the translation of USD transactions and denominated balances in the Nigerian subsidiaries and also for consolidation purposes.

3.3Determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised and any periods covered by an option to terminate the lease, if it is reasonably certain that the termination options will not be exercised.

The Group has the option under some of its leases to lease the assets for additional periods of up to 10 years. The Group applies judgement in evaluating whether it has a unilateral option to renew the lease for a further period or is otherwise provided that option under the laws governing the lease agreement and is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal or for the landlord to accept a renewal, including the nature of the underlying asset, the availability of a similar asset in a similar

location, and the expected business impact or relocating its towers. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its intention or ability to exercise (or not to exercise) the option to renew.

(b)Key accounting estimates

3.4Impairment of non-financial assets

The Group assesses its non-financial assets including property, plant and equipment, goodwill, and other intangible assets for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period.  Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence.  If there are rapid changes in technology of the existing telecommunication infrastructure, the Group may need to recognize significant impairment charges.

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.13.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Refer to note 15 for Goodwill and intangible assets impairment considerations.

The assessment for impairment entails comparing the carrying value of the cash generating unit with its recoverable amount, that is, the higher of the value in use and the fair value less costs of disposal. Value in use is determined on the basis of discounted estimated future net cash flows. Fair value less costs of disposal is determined on the basis of tower cash flow multiples from recent comparable transactions. Determination as to whether and how much an asset is impaired involves management estimates on highly uncertain matters such as future revenue (taking into account tenancy rates), and the direct effect these have on gross profit margins in the initial five-year forecast period, discount rates, terminal growth rates, valuation multiples observed in comparable transactions and cost related to the disposal of a business.

In determining value in use the Group makes estimates and assumptions concerning the future. The assumptions adopted in the computation of the value in use are considered reasonable to the circumstance of each CGU. The resulting accounting estimates will, by definition, seldom equal the related actual results. Such estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

3.5Share-based payment valuation

The Group initially measures the cost of share-based payment transactions with employees using an option pricing model to determine the fair value of the liability incurred. Estimating fair value for share-based payment transactions require determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and weighted average share price of each option and making assumptions about them.

Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and are recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. This requires a reassessment of the expectation of the likelihood of meeting the non-market performance conditions used at the end of each reporting period. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 28.

3.6Regulatory accruals

The Group requires a variety of regulatory approvals and permits related to its license to operate and meets its compliance requirements in respect of individual tower sites. These charges are levied by various national and state authorities. There is uncertainty over the level of charges where rates (e.g. percentage of revenue) remain under negotiation with the relevant authorities and also over the period for which charges will apply where demands have not yet been received from authorities on a site by site basis. State authorities may also make claims on an ad-hoc basis for additional charges relating to new compliance requirements or charges significantly in excess of levels previously charged for an existing requirement. These ad-hoc claims may be made on a prospective or retrospective basis.

The Group recognizes an accrual for unbilled regulatory costs based on management estimates of the rates per permit/approval type, periods for which permits/approvals potentially relate and the probability of charges being raised resulting in a cash outflow. The most significant accrual relates to the Group’s operations in Nigeria, where the amount accrued is $31.9 million (2020: $28.3 million, 2019: $43.8 million). The accrual is based both on permits where rates are known amounts and those where amounts are based on management estimates including:

● the assumed percentage of maximum “claimed” liability related to “ad hoc” state level claims;

● the assumption that the risk related to potentially unpaid “regular” claims reduces over time and is accrued at 100% but reduced to 0% for balance over a certain number of years;

● assumptions regarding the risk of liabilities arising in respect of one-off site development related charges in respect of sites acquired by the group.

A 10 percentage point change in management’s estimate of the amount of the potential liability that, subject to these estimates, will eventually be demanded and paid to the relevant authorities would alter the accrual at December 31, 2021 by approximately $3.2 million (2020: $2.9 million, 2019: $3.5 million). Management has only considered items in the sensitivity analysis that are subject to management’s rates estimate in the total amount accrued.

3.7Revenue recognition

(a)Variable consideration

Initial recognition of revenue includes an assessment of the recoverability of revenue. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer, and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group (see note 2.5(a)).

A 10-percentage point change in management’s estimate of the amount of variable consideration that will eventually be received would alter revenue recognized by approximately $16.8 million (2020: $14.2 million, 2019: $nil).

(b)Delayed invoicing

Revenue also includes estimates in respect of services provided where billing is not completed, including in respect of tower sites coming into service, or changes in customer implemented technologies since the most recent invoicing cycle and in respect of services subject to ongoing negotiation regarding price or other contract interpretation disputes with customers. For each of these scenarios, revenue is accrued based on management’ expectation of the final billable amounts.

A 20-percentage point change in management’s estimate of the amount of accrued revenue, subject to these delayed billing estimates would alter revenue recognized by approximately $5.0 million (2020: $3.3 million, 2019: $0.8 million).

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Introduction and overview of Group's risk management

12 Months Ended

Dec. 31, 2021

Introduction and overview of Group's risk management

Introduction and overview of Group's risk management

4.Introduction and overview of Group’s risk management

The Group’s activities expose it to a variety of financial risks including market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s Executive Committee is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to establish appropriate risk appetite and controls, and to monitor risks and adherence to our risk appetite. Risk management policies and systems are reviewed regularly by the executive management to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Board, through the Audit Committee, oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board is supported by various management functions that check and undertake both regular and ad hoc reviews of compliance with established controls and procedures.

(a)Derivative instruments

Derivatives are only used for economic hedging purposes and not as speculative investments. Derivatives do not meet the criteria for hedge accounting and are therefore classified as financial instruments through fair value through profit or loss.

● Non-deliverable forwards (NDFs) — The calculation of an NDF fair value is based on the difference between the contracted exchange rate and the anticipated spot exchange rate at the relevant period. The rate applied to represent the anticipated spot exchange rate requires judgement given the limited market liquidity in Nigeria. The Group has determined that the spot NAFEX exchange rate obtained from FMDQ OTC securities exchange is the most appropriate rate. The gain or loss at the settlement date is calculated by taking the difference between the agreed upon contract exchange rate (NGN/USD) and the spot rate at the time of settlement, for an agreed upon notional amount of funds.

● Embedded options within listed bonds — The bonds issued by IHS Netherlands Holdco B.V. in October 2016 and September 2019 and the bonds issued by IHS Holding Limited in November 2021 have embedded options which allow early redemption at the option of the issuer and holder upon the occurrence of specified events. These are accounted for as derivatives at fair value through profit or loss.

● Embedded derivatives within revenue contracts — The embedded derivatives within revenue contracts represent the fair value of the US$ linked components of the Group’s revenue contracts with customers, where such US$ linked components are translated to local currency at the time of billing using a fixed, pre-determined exchange rate or an exchange rate which is not referenced to a liquid market exchange rate. These are accounted for as derivatives at fair value through profit or loss.

(b)Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Group manages market risks by keeping costs low through various cost optimization programs. Moreover, market developments are monitored and discussed regularly, and mitigating actions are taken where necessary.

(i)Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures other than the US Dollar. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

The Group is exposed to risks resulting from fluctuations in foreign currency exchange rates. A material change in the value of any such foreign currency could result in a material adverse effect on the Group’s cash flow and future profits. The Group is exposed to foreign exchange risk to the extent that balances and transactions are denominated in a currency other than the functional currency in which they are measured.

In managing foreign exchange risk, the Group aims to reduce the impact of short-term fluctuations on earnings. The Group has no export sales, but it has customers that are either contracted using fees quoted in US Dollars or other foreign currencies, but with foreign exchange indexation. The Group’s significant exposure to currency risk relates to its loan facilities that are mainly in foreign currencies. The Group manages foreign exchange risk through the use of derivative financial instruments such as currency swaps and forward contracts. The Group monitors the movement in the currency rates on an ongoing basis.

Currency exposure arising from assets and liabilities denominated in foreign currencies is managed primarily by setting limits on the percentage of net assets that may be invested in such deposits.

Sensitivity analysis

The table below shows the impact on the Group’s loss if the exchange rate between the following currencies to US Dollars had increased or decreased, with all other variables held constant. The rate of change was determined by an assessment of a reasonable or probable change in the exchange rate being applied as at December 31. The impact is based on external and intercompany loans.

			Effect on		Effect on		Effect on		Effect on		Effect on
	Effect on		Rwandan		Nigerian		Zambian		Brazilian		Kuwaiti
	Euro		Franc		Naira		Kwacha		Real		Dinar
	$’000		$’000		$’000		$’000		$’000		$’000
2021
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(15,726)		(3,284)		(106,595)		(11,078)		(15,502)		(424)
Effect of US Dollar strengthening on loss	15,726		3,284		106,595		11,078		15,502		424
2020
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(18,652)		(3,522)		(114,799)		(10,808)		(14,302)		(250)
Effect of US Dollar strengthening on loss	18,652		3,522		114,799		10,808		14,302		250
2019
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(11,740)		(6,308)		(104,540)		(9,807)		n.a		n.a
Effect of US Dollar strengthening on loss	11,740		6,308		104,540		9,807		n.a		n.a

This analysis excludes the natural hedging arising from contracts with customers in the Nigeria, Zambia and Rwanda operations, which are either wholly or partly linked to the US Dollar exchange rate. It is, however, impracticable to incorporate the impact of this US Dollar component in the above analysis due to the complexity of the contracts and the timing of any devaluation event.

The Group is exposed to foreign exchange exposure that arises on intercompany loans denominated in US Dollars and Euro at a subsidiary level as a result of loan revaluations in local functional currency at period ends. The balances, as translated into US$, of the foreign denominated intercompany loans in the local books of the subsidiaries are:

	Nigerian	Rwandan	Zambian	Brazilian	Kuwaiti
	Naira	Franc	Kwacha	Real	Dinar	US Dollar
	$’000	$’000	$’000	$’000	$’000	$’000
2021
US Dollar loan	2,037,580	65,679	128,084	310,047	8,476	—
Euro loan	—	—	—	—	—	290,346
2020
US Dollar loan	2,189,385	56,449	119,245	286,032	5,007	—
Euro loan	—	—	—	—	—	331,668

The summary of quantitative data about the Group’s exposure to foreign exchange risk (balances excluding inter-company balances, and in currencies other than the local functional currency) is as follows:

	2021	2020
	$’000	$’000
Trade receivables	36,629	18,596
Cash and cash equivalents	43,928	52,569
Trade payables	(28,707)	(34,351)
Borrowings	(211,961)	(258,859)
Net exposure	(160,111)	(222,045)

(ii)Interest rate risk

The Group’s main interest rate risk arises from long term borrowings with variable rates, which expose the Group to cash flow interest rate risk.

The Group’s fixed rate borrowings and receivables are carried at amortized cost. They are therefore not subject to interest rate risk as defined in IFRS 7, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. The Group manages interest rate risk through the use of derivative financial instruments such as interest rate caps or by issuing fixed rate debt.

The table below shows the impact on the Group’s post tax loss if the interest rates increased or decreased by 1% (2020: 1%, 2019: 1%).

	2021	2020	2019
	$'000	$'000	$'000
Effect of 1% (2020 and 2019: 1%) increase on post tax loss	6,343	5,850	3,041
Effect of 1% (2020 and 2019: 1%) decrease on post tax loss	(6,079)	(6,035)	(2,681)

(c)Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk is managed on a Group basis. The Group accounts for the write-off of a trade receivable when a specific customer is assessed to be uncollectible, based on a review of their specific trading circumstances, credit quality and continuing poor payment performance of the specific customer.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting period was:

	2021	2020
	$’000	$'000
Other receivables (note 19)	199,136	85,011
Derivative financial instrument assets (note 18)	165,100	182,691
Trade receivables (net) (note 19)	222,789	200,652
Cash and cash equivalents (note 20)	916,488	585,416
	1,503,513	1,053,770

No impairment allowance is recorded at December 31, 2021 in respect of cash and cash equivalents and other receivables (2020:nil). Derivative financial instruments are carried at fair value through profit or loss. Any fair value gains or losses are recognized in profit or loss during the period.

Credit ratings

The Group works with approved banks and financial institutions which it believes are financially sound, including by reference to their external ratings.

The credit ratings of the Group’s other receivables at December 31, 2021 and 2020 are based on publicly reported Fitch ratings:

	2021	2020
	$’000	$'000
Other receivables
AA+	—	4,650
B	145,300	4,881
B-	7,418	14,273
BB-	6,665	7,045
Not rated	39,753	54,162
	199,136	85,011

Refer to note 18 and note 20 for the credit ratings of derivative financial instrument assets and cash and cash equivalents respectively.

The finance department assesses the credit quality of a customer, taking into account its financial position, past experience and other factors. The compliance with credit limits by customers is regularly monitored by line management.

The Group utilizes data analysis and market knowledge to determine the concentration of its risks by reference to independent and internal ratings of customers. The assessment of the concentration risk is consistent with the overall risk appetite as established by the Group.

The Group’s credit concentration is based on internal ratings. The finance department classifies customers as first tier and second tier customers based on sales revenue from each customer during the period. First tier customers are the two to five customers that contributed 80% and above of total revenue and represent the major mobile network operators in our

markets while second tier customers are the customers that contributed 20% and below of total revenue and typically represent ISPs or mobile operators with smaller or regional network footprints.

	Internal Credit rating
2021	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	102,931	438	103,369
Not due	37,238	2,712	39,950
0-30 days	15,113	1,419	16,532
31-60 days	25,585	2,824	28,409
61-90 days	8,024	1,964	9,988
Over 90 days	28,941	46,585	75,526
Gross trade receivables	217,832	55,942	273,774
Impairment allowance	(6,682)	(44,304)	(50,986)
Net trade receivables	211,150	11,638	222,788

	Internal Credit rating
2020	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	89,138	822	89,960
Not due	18,772	181	18,953
0-30 days	3,616	204	3,820
31-60 days	26,393	883	27,276
61-90 days	2,588	2,254	4,842
Over 90 days	129,056	60,545	189,601
Gross trade receivables	269,563	64,889	334,452
Impairment allowance	(84,219)	(49,581)	(133,800)
Net trade receivables	185,344	15,308	200,652

Over the term of trade receivables, the Group accounts for its credit risk by appropriately providing for expected credit losses on a timely basis on a customer by customer basis. In calculating the expected credit loss for each customer, the Group considers historical loss rates, available information on the customer’s financial position and adjusts for forward looking macroeconomic data.

Impairment allowances, derived in accordance with the policy described in note 2.17.4, predominantly relate to provisions representing a significant proportion of the aged balances due from a small number of customers with poor payment history.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

	2021	2020	2019
	$'000	$'000	$'000
Opening balance	133,800	133,889	110,615
(Decrease)/Increase in impairment provision	(34,117)	13,081	27,944
Written-off during the year	(67,053)	(2,106)	(5,591)
Foreign exchange	(1,567)	(11,064)	921
	31,063	133,800	133,889

(d)Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as

far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group has a clear focus on ensuring sufficient access to capital to finance growth and to refinance maturing debt obligations. As part of the liquidity management process, the Group has various credit arrangements with some banks which can be utilized to meet its liquidity requirements. At the end of the reporting period, the Group had $2.7 billion (2020: $2.3 billion) utilized of $3.5 billion (2020: $2.6 billion) credit facilities with its financiers.

Typically, the credit terms with customers are more favorable compared to payment terms from its vendors in order to help provide sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

The table below analyzes the Group’s financial liabilities including estimated interest payments and excluding the impact of netting agreements into relevant maturity groupings based on the remaining period from the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	Within 1 year	2 - 3 years	4 - 5 years	Over 5 years	Total
	$'000	$'000	$'000	$'000	$'000
2021
Trade payables (note 21)	342,841	—	—	—	342,841
Other payables (note 21)	78,193	312	—	—	78,505
Payroll and other related statutory liabilities (note 21)	53,446	—	—	—	53,446
Lease liabilities (note 23)	54,303	106,015	99,573	440,986	700,877
Bank and bond borrowings	363,345	657,292	1,008,212	1,515,659	3,544,508
	892,128	763,619	1,107,785	1,956,645	4,720,177
2020
Trade payables (note 21)	301,813	—	—	—	301,813
Other payables (note 21)	72,286	9,565	—	—	81,851
Payroll and other related statutory liabilities (note 21)	27,476	—	—	—	27,476
Lease liabilities (note 23)	39,677	152,386	44,294	217,233	453,590
Bank and bond borrowings	292,945	601,981	949,481	1,116,712	2,961,119
	734,197	763,932	993,775	1,333,945	3,825,849

(e)Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the leverage ratio to optimize market pricing, such that Net Debt (loan principal outstanding less cash and cash equivalents) to Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA) would be within a long term target leverage of 3.0x and 4.0x (2020: 3.0x and 4.0x), subject to various factors such as the availability and cost of capital and the potential long term return on our discretionary investments. We may fall outside of the target range in the shorter term to accommodate acquisitions or other restructurings.

Segment Adjusted EBITDA as defined by the Group is profit/(loss) for the period before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, provisions for bad or

doubtful debts related to one Key Customer as a result of its restructuring, listing costs and certain other items that management believes are not indicative of the core performance of its business.

The Group’s net leverage ratios are shown in the table below:

	2021	2020
	$’000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,203,209
Lease liabilities (note 23)	376,101	314,747
Less: Cash and cash equivalents (note 20)	(916,488)	(585,416)
Net debt	2,068,703	1,932,540
Segment Adjusted EBITDA	926,396	819,014
Management net leverage ratio	2.2x	2.4x

Fair value hierarchy

The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group’s financial instruments that are measured at fair value at December 31, 2021 and 2020.

	Level 1	Level 2	Level 3	Total
2021	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	11	—	—	11
Embedded options within listed bonds (note 18)	—	165,100	—	165,100
Non-deliverable forwards (NDF) (note 18)	—	(3,771)	—	(3,771)
	11	161,329	—	161,340

	Level 1	Level 2	Level 3	Total
2020	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	8	—	—	8
Embedded options within listed bonds (note 18)	—	155,196	—	155,196
Non-deliverable forwards (NDF) (note 18)	—	27,495	—	27,495
Embedded derivatives within revenue contracts (note 18)	—	—	(7,285)	(7,285)
	8	182,691	(7,285)	175,414

As at the end of the reporting period, the Group has both level 1,level 2 and level 3 financial instruments.

Financial instruments in level 1

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise investment in marketable securities and classified as fair value through other comprehensive income financial assets.

Financial instruments in level 2

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Instruments included in level 2 comprise primarily of Non deliverable forwards (NDF), options embedded in the bond and share-based payments. Their fair values are determined based on mark to market values provided by the counterparty financial institutions or valuation techniques using observable market data.

Financial instruments in level 3

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques are not based on observable market data and rely on entity or market specific estimates. If all significant inputs required to fair value an instrument are not observable, the instrument is included in level 3. Instruments included in level 3 are the bifurcated embedded derivatives within revenue host contracts for the year ended December 31, 2020. There were no level 3 financial instruments for the year ended December 31, 2021 and December 31, 2019.

Reconciliation of Level 3 fair value measurements of financial instruments

	2021	2020
	$'000	$'000
Opening balance at January 1	7,285	—
Recognition of embedded derivatives within revenue contracts	—	7,575
Change in fair value	(7,231)	(169)
Foreign exchange translation impact	(54)	(121)
Closing balance at December 31	—	7,285

Fair value estimation

	2021		2020
	Carrying		Carrying
	value	Fair value	value	Fair value
Financial liabilities	$'000	$'000	$'000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,668,792	2,203,209	2,230,846
	2,609,090	2,668,792	2,203,209	2,230,846

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate.

The fair value of current assets and current liabilities are not materially different from their carrying values.

Financial instruments by category

The Group’s financial instruments are categorized as follows:

Financial assets		Fair value
		through other	Fair value
	Amortized	comprehensive	through profit
	cost	income	or loss	Total
	$'000	$'000	$'000	$'000
2021
Trade receivables (note 19)	222,789	—	—	222,789
Other receivables (note 19)	199,136	—	—	199,136
Cash and cash equivalents (note 20)	916,488	—	—	916,488
Fair value through other comprehensive income financial assets	—	11	—	11
Derivative financial instruments assets (note 18)	—	—	165,100	165,100
	1,338,413	11	165,100	1,503,524
2020
Trade receivables (note 19)	200,652	—	—	200,652
Other receivables (note 19)	85,011	—	—	85,011
Cash and cash equivalents (note 20)	585,416	—	—	585,416
Fair value through other comprehensive income financial assets	—	8	—	8
Derivative financial instruments assets (note 18)	—	—	182,691	182,691
	871,079	8	182,691	1,053,778

Fair value through other comprehensive income financial assets (IFRS 9) are marketable securities in various financial institutions in Nigeria.

Financial liabilities		Fair value
		through profit
	Amortized cost	or loss	Total
	$'000	$'000	$'000
2021
Bank and bond borrowings (note 22)	2,609,090	—	2,609,090
Trade payables (note 21)	342,841	—	342,841
Other payables (note 21)	78,505	—	78,505
Derivative financial instruments liabilities (note 18)	—	3,771	3,771
Lease liabilities (note 23)	376,101	—	376,101
	3,406,537	3,771	3,410,308
2020
Bank and bond borrowings (note 22)	2,203,209	—	2,203,209
Trade payables (note 21)	301,813	—	301,813
Other payables (note 21)	72,286	—	72,286
Derivative financial instruments liabilities (note 18)	—	7,285	7,285
Lease liabilities (note 23)	314,747	—	314,747
	2,892,055	7,285	2,899,340

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate. The fair values of trade payable and other current liabilities are not materially different from carrying values.

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Segment reporting

12 Months Ended

Dec. 31, 2021

Segment reporting

Segment reporting

5.Segment reporting

The Group’s Executive Committee, identified as the chief operating decision maker (“CODM”), reviews and evaluates the Group’s performance from a business perspective according to how the geographical locations are managed. Regional and operating company management are responsible for managing performance, underlying risks, and effectiveness of operations. Regions are broadly based on a scale and geographic basis because the Group’s risks and rates of return are affected predominantly by the fact that the Group operates in different geographical areas, namely Nigeria as the major market, Cameroon, Côte d’Ivoire, Rwanda and Zambia, as our Sub Saharan Africa business (“SSA”), Kuwait and Egypt as our Middle East and North Africa business (“MENA”) and Brazil, Colombia and Peru as our Latin America business (“Latam”).

The Executive Committee reviews the Company’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports.

The CODM has identified four operating segments:

● Nigeria

● SSA, which comprises operations in Cameroon, Côte d’Ivoire, Rwanda and Zambia

● Latam, which comprises operations in Brazil, Colombia and Peru

● MENA, which comprises operations in Kuwait and Egypt. Although full operations in Egypt have not commenced, the business has incurred some startup costs.

Latam and MENA are operating segments effective from February 2020 following the acquisition of IHS Brasil Cessão de Infraestruturas Limitada and IHS Kuwait Limited (refer to note 31).

All operating segments are engaged in the business of leasing tower space for communication equipment and capacity leasing and services on fixed broadband networks to Mobile Network Operators (MNOs) and other customers (internet service providers, security functions or private corporations) and provide managed services in limited situations, such as maintenance, operations and leasing services, for certain towers owned by third parties within their respective geographic areas. However, they are managed and grouped within the four operating segments, which are primarily distinguished by reference to the scale of operations, to the similarity of their future prospects and long-term financial performance (i.e. margins and geographic basis).

The CODM primarily uses a measure of Segment Adjusted EBITDA (as defined in note 4(e)) to assess the performance of the business. The CODM also regularly receives information about the Group’s revenue, assets and liabilities. The Group has additional corporate costs which do not meet the quantitative thresholds to be separately reported and which are aggregated in ‘Other’ in the reconciliation of financial information presented below. These include costs associated with centralized Group functions including Group executive, legal, finance, tax and treasury services.

There are no revenue transactions which occur between operating segments. Intercompany finance income, finance costs and loans are not included in the amounts below.

The segment’s assets and liabilities are comprised of all assets and liabilities attributable to the segment, based on the operations of the segment and the physical location of the assets, including goodwill and other intangible assets and are measured in the same way as in the financial statements. Other assets and liabilities that are not attributable to Nigeria, SSA, Latam and MENA segments consist principally of amounts excluded from specific segments including costs incurred for and by Group functions not attributable directly to the operations of the reportable segments, share-based payment and  any amounts due on debt held at Group level as the balances are not utilized in assessing each segment’s performance.

Summarized financial information for the year ended December 31, 2021 is as follows:

2021	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,146,732	343,945	59,706	29,347	—	1,579,730
Segment Adjusted EBITDA (note 4(e))	783,544	190,654	42,688	13,085	(103,575)	926,396
Depreciation and amortization (note 7 and 8)						(382,882)
Net gain on disposal of property, plant and equipment (note 8)						2,499
Insurance claims (note 9)						6,861
Impairment of withholding tax receivables in Nigeria						(61,810)
Business combination costs						(15,779)
Impairment of property, plant and equipment and prepaid rental (note 7)						(51,113)
Reversal of provision for decommissioning costs						2,671
Listing costs						(22,153)
Other costs (a)						(15,752)
Share‑based payment expense (note 8)						(11,780)
Finance income (note 10)						25,522
Finance costs (note 11)						(422,034)
Other non-operating income						11,213
Loss before income tax						(8,141)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	677,226	—
- In the normal course of business	318,971	56,291	103,338	20,725
Segment assets	2,038,376	1,024,347	1,385,224	173,888
Segment liabilities	745,944	494,236	342,181	100,947

(a) Other costs for the year ended December 31, 2021 included non-recurring professional costs related to financing of $15.1 million and aborted transaction costs of $0.7 million.

Summarized financial information for the year ended December 31, 2020 is as follows:

2020	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,037,836	313,416	30,185	21,712	—	1,403,149
Segment Adjusted EBITDA (note 4(e))	701,273	170,784	22,696	9,937	(85,676)	819,014
Depreciation and amortization (note 7 and 8)						(408,662)
Net gain on disposal of property, plant and equipment (note 8)						764
Insurance claims (note 9)						14,987
Impairment of withholding tax receivables in Nigeria						(31,533)
Business combination costs						(13,727)
Impairment of property, plant and equipment and prepaid rental (note 7)						(27,594)
Listing costs						(12,652)
Other costs (a)						(310)
Share‑based payment expense (note 8)						(8,342)
Finance income (note 10)						148,968
Finance costs (note 11)						(633,766)
Loss before income tax						(152,853)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	760,246	112,878
- In the normal course of business	195,692	61,147	31,703	8,465
Segment assets	2,040,911	1,043,669	682,813	142,210
Segment liabilities	747,428	532,801	266,596	92,917

(a) Other costs for the year ended December 31, 2020 related to aborted transaction costs.

2019	Nigeria	SSA	Other	Total
	$’000	$’000	$’000	$’000
Revenues from external customers	925,704	305,352	—	1,231,056
Segment Adjusted EBITDA (note 4(e))	559,049	165,626	(56,061)	668,614
Depreciation and amortization (note 7 and 8)				(384,507)
Net loss on disposal of property, plant and equipment (note 8)				(5,819)
Insurance claims (note 9)				3,607
Impairment of withholding tax receivables in Nigeria				(44,586)
Business combination costs				(3,745)
Impairment of property, plant and equipment and prepaid rental (note 7)				(21,604)
Listing costs				(1,078)
Other costs (a)				(16,932)
Share‑based payment expense (note 8)				(351,054)
Finance income (note 10)				36,045
Finance costs (note 11)				(288,915)
Loss before income tax				(409,974)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—
- In the normal course of business	363,501	49,704
Segment assets	2,349,699	1,056,982
Segment liabilities	768,206	552,343

(a) Other costs for the year ended December 31, 2019 included redundancy costs of $3.2 million, aborted transaction costs of $0.6 million, $9.6 million of consultancy, facility set up, and other related expenses for the Group's finance transformation program and $3.4 million related to MENA start-up costs.

Geographical information:

The following countries contribute material revenue and/or have material non-current assets in country as follows:

	2021	2020	2019
	$’000	$'000	$'000
Revenue
Nigeria	1,146,732	1,037,836	925,704
Rest of world	432,998	365,313	305,352
	1,579,730	1,403,149	1,231,056
Non‑current assets*
Nigeria	1,572,774	1,654,318	1,991,553
Côte d’Ivoire	n.a as less than 10%	330,705	317,597
Cameroon	n.a as less than 10%	n.a as less than 10%	288,773
Brazil	812,100	641,253	—
Rest of world	1,415,355	626,991	276,867
	3,800,229	3,253,267	2,874,790

*      Non-current assets exclude available for sale financial assets, non-current trade and other receivables and deferred tax assets.

Revenue from two tier one customers represent approximately 10% or more of the Group’s total revenue:

	2021		2020		2019
	$’000		$'000		$'000
Customer A	66	%	66	%	63	%
Customer B	14	%	n.a as less than 10%		13	%
Customer C	n.a as less than 10%		14	%	14	%

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Revenue

12 Months Ended

Dec. 31, 2021

Revenue.

Revenue

6.Revenue

The Group’s revenue accrues from providing telecommunication support services. The Group provides infrastructure sharing and leasing known as colocation (which includes colocation rental revenue and colocation services) and to a limited extent, managed services.

	2021	2020	2019
	$’000	$'000	$'000
Lease component	1,233,816	1,026,103	889,909
Services component	345,914	377,046	341,147
	1,579,730	1,403,149	1,231,056

The following table shows unsatisfied performance obligations which represents the services component of future minimum receipts expected from customer under non-cancellable agreements in effect at December 31, as follows:

	2021	2020	2019
	$’000	$'000	$'000
Within one year	351,071	343,209	290,645
1-2 years	309,861	331,608	263,298
2-3 years	255,791	291,891	250,167
3-4 years	211,615	258,129	218,380
4-5 years	190,018	214,223	196,753
After 5 years	858,912	879,294	894,086
	2,177,268	2,318,354	2,113,329

The Group leases space on its towers under leases over periods ranging between 5 and 20 years.

The lease component of future minimum receipts expected from tenants under non-cancellable agreements in effect at December 31, were as follows:

	2021	2020	2019
	$’000	$'000	$'000
Within one year	1,284,692	1,011,501	791,654
1-2 years	1,177,665	981,778	704,054
2-3 years	1,083,942	880,316	678,734
3-4 years	847,224	801,452	572,273
4-5 years	749,839	625,352	520,933
After 5 years	2,703,888	2,594,074	2,108,418
	7,847,250	6,894,473	5,376,066

Certain customer contracts allow for the cancellation of a proportion of sites during the contract term without payment of termination penalties. The minimum service and lease revenue in the tables above assumes that each customer will fully

utilize this churn available to them under the contract. Where rentals are denominated in US Dollar, which is not the functional currency of the subsidiary, they have been included in the above table at the exchange rate at the end of the reporting period.

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Cost of sales

12 Months Ended

Dec. 31, 2021

Cost of sales..

Cost of sales

7.Cost of sales

	2021	2020	2019
	$'000	$'000	$'000
Tower repairs and maintenance	74,523	75,931	69,304
Power generation	267,044	216,030	237,640
Short term site rental**	11,165	7,543	3,547
Short term other rent	3,419	3,085	2,289
Vehicle maintenance and repairs	2,754	2,754	2,108
Site regulatory permits	41,165	27,313	19,360
Security services	36,132	32,719	33,027
Insurance	4,156	4,695	5,958
Staff costs (note 8.3)	26,323	24,588	20,561
Travel costs	7,155	4,313	4,719
Professional fees	3,385	2,457	2,122
Depreciation (note 14)*	330,799	367,007	353,368
Amortization (note 15)	34,051	32,503	24,549
Impairment of property, plant and equipment and prepaid land rent (note 30)	51,113	27,594	21,604
Other	14,204	9,891	10,811
	907,388	838,423	810,967

Foreign exchange gains and losses on cost of sales are included in Other.

*      Presented net of related indirect tax receivable in Brazil of $0.4 million (2020: $0.8 million). Refer to note 14.

** In 2019, site rental relates to short term leases and low value assets only (note 23).

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Administrative expenses

12 Months Ended

Dec. 31, 2021

Administrative expenses.

Administrative expenses

8.Administrative expenses

	2021	2020	2019
	$’000	$'000	$'000
Facilities, short term rental and upkeep	23,210	12,872	12,881
Depreciation (note 14)	13,917	6,240	2,392
Amortization (note 15)	4,115	2,912	4,198
Travel costs	8,654	6,815	13,475
Staff costs (note 8.3)	101,567	78,376	45,523
Key management compensation (note 30.2)	25,642	13,776	20,215
Share-based payment expense (note 28)	11,780	8,342	351,054
Professional fees	49,685	38,200	15,275
Business combination transaction costs	15,779	13,727	3,745
Impairment of withholding tax receivables*	61,810	31,533	44,586
Net (gain)/loss on disposal of property, plant and equipment	(2,499)	(764)	5,819
Operating taxes	1,561	2,239	505
Other	21,290	21,844	36,617
	336,511	236,112	556,285

*      Withholding tax receivables were impaired following the Group’s assessment of the recoverability of withholding tax assets based on a five year cash flow projection and an analysis of the utilization of withholding tax balances against future income tax liabilities.

Foreign exchange gains and losses on administrative expenses are included in Other.

8.1Reversal of loss allowance/(loss allowance) on trade receivables

The net credit for the year of $34.0 million (2020: expense of $13.1 million and 2019: expense of $27.9 million) arising in respect of loss allowances for trade receivables represents the net impact of the reversal of allowances made in previous years in respect of balances recovered in the year or no longer considered doubtful partially offset by new or increased provisions for balances now assessed as doubtful.

8.2Staff costs are analyzed as follows:

	2021	2020	2019
	$’000	$'000	$'000
Salaries and wages	106,754	85,690	54,632
Pension contribution – employer	4,854	3,780	2,474
Other benefits	16,282	13,494	8,978
Share-based payment expense (note 28)	11,780	8,342	351,054
	139,670	111,306	417,138

Other benefits are comprised of employee related insurances, employee training costs, staff entertainment and redundancy costs.

8.3Staff costs were classified as:

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales	26,323	24,588	20,561
Administrative expenses	113,347	86,718	396,577
	139,670	111,306	417,138

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Other income

12 Months Ended

Dec. 31, 2021

Other income.

Other income

9.Other income

	2021	2020	2019
	$’000	$'000	$'000
Insurance claims	6,861	14,987	3,607
Other income	11,648	1,425	3,429
	18,509	16,412	7,036

The 2020 insurance claims includes $8.7 million (2019: $nil) relating to a one off claim in Cameroon.

Other income for the 2021 year mainly relates to the remeasurement of the liabilities for contingent consideration on the Skysites Acquisition in 2021 and the IHS Kuwait Acquisition in 2020.

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Finance income

12 Months Ended

Dec. 31, 2021

Finance income.

Finance income

10.Finance income

	2021	2020	2019
	$’000	$'000	$'000
Interest income - bank deposits	7,798	5,101	14,732
Net foreign exchange gain arising from derivative instruments - unrealized	—	29,151	53
Net foreign exchange gain arising from derivative instruments - realized	9,889	4,061	228
Fair value gain on embedded options	604	110,655	17,245
Fair value gain on embedded derivative in revenue contract	7,231	—	3,787
	25,522	148,968	36,045

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Finance Costs

12 Months Ended

Dec. 31, 2021

Finance costs.

Finance costs

11.Finance costs

	2021	2020	2019
	$’000	$'000	$'000
Interest expenses – third party loans	179,280	182,246	193,829
Unwinding of discount on decommissioning liability	4,644	2,644	1,712
Interest and finance charges paid/payable for lease liabilities	32,826	27,384	16,024
Net foreign exchange loss arising from financing - unrealized	126,131	363,953	47,291
Net foreign exchange loss arising from financing – realized	43,422	49,564	—
Net foreign exchange loss on derivative instruments – realized	—	—	1,594
Costs paid on early loan and bond settlement	18,171	—	22,153
Fees on loans and financial derivatives	13,663	7,806	6,312
Fair value loss on embedded derivative within revenue contract	—	169	—
Net foreign exchange loss on derivative instruments—unrealized	3,897	—	—
	422,034	633,766	288,915

Net foreign exchange loss arising from financing - unrealized in 2021 is primarily due to significant fluctuations in exchange rates predominantly between the Kwacha and the US Dollar, the Naira and the US Dollar rate and the Brazilian Real and the US Dollar (2020: predominantly from the Kwacha and US Dollar, the Naira and the US Dollar rate and the Brazilian Real and the US Dollar rate. 2019: predominantly from the Kwacha and US Dollar rate and the Naira and the US Dollar rate). This arises on commercial bank and related party loans denominated in US Dollars at subsidiary level as a result of loan revaluations in local functional currency at period ends. Refer to note 4(b) for further information.

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Income Tax Expense

12 Months Ended

Dec. 31, 2021

Income Tax Expense

Income Tax Expense

12.Income Tax Expense

	2021	2020	2019
	$’000	$'000	$'000
Current taxes on income	91,692	95,107	3,304
Deferred income taxes (note 16)	(73,712)	74,722	10,214
Total taxes	17,980	169,829	13,518
Reconciliation of effective tax charge
Loss before income tax	(8,141)	(152,853)	(409,974)
Tax calculated at domestic tax rates applicable to profits in respective countries	(4,433)	(66,049)	(71,224)
Tax effects of:
Tax incentives and income not subject to taxation	(46,175)	(34,932)	(39,725)
Expenses not deductible for tax purposes	76,059	82,662	88,792
Movement in deferred tax assets not recognized	74,084	181,403	20,475
Change in tax base*	(86,184)	—	—
Prior year under provision	6,636	478	(43,280)
Other profit‑related taxes	5,239	876	5,813
Foreign tax credit	—	(3,570)	(8,406)
Effects of changes in tax rates**	(5,272)	—	—
Non-deductible share-based payment expense	1,441	1,082	52,136
Foreign exchange effects and other differences	(3,415)	7,879	8,937
Total taxes	17,980	169,829	13,518

Current income tax receivables	128	—	233
Current income tax payables	(68,834)	(48,703)	(30,373)
	(68,706)	(48,703)	(30,140)

* Effect of change in tax base of assets in Brazil following the legal merger of acquired businesses and group holding entities in 2021.

** The rate of Education Tax, a component of the income tax charge in Nigeria, increased from 2% to 2.5% with effect from the year ended December 31, 2021.

The movement in the current income tax is as follows:
At beginning of year	(48,703)	(30,140)	(26,415)
Additions through business combination (note 31)	(3,434)	(1,538)	—
Charged to profit or loss	(91,692)	(95,107)	(3,304)
Paid during the year	29,147	14,540	13,396
Withholding tax netting off	45,849	59,986	—
Exchange difference	127	3,556	(13,817)
At end of year	(68,706)	(48,703)	(30,140)

Deferred income tax assets are recognized for deductible temporary differences and tax losses carried forward only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and future taxable profits. For those jurisdictions which have operating losses that are not expected to be utilized against future taxable profits, any deferred tax assets recognized are only to the extent of deferred tax liabilities. Refer to note 16 for deferred income tax.

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Loss per share

12 Months Ended

Dec. 31, 2021

Loss per share

Loss per share

13.Loss per share

The following table sets forth basic and diluted net income per common share computational data (in thousands, except per share data):

	2021	2020	2019
Loss attributable to equity holders ($'000)	(26,121)	(322,682)	(423,492)
Less: allocation of loss to non-controlling interest ($'000)	(289)	(688)	—
Loss attributable to IHS common shareholders ($'000)	(25,832)	(321,994)	(423,492)
Basic weighted average shares outstanding (‘000)*	301,185	294,103	293,570
Potentially dilutive securities (‘000)*	20,323	23,246	22,911
Potentially dilutive weighted average common shares outstanding (‘000)*	321,508	317,349	316,481
Loss per share:
Basic loss per share ($)	(0.09)	(1.09)	(1.44)
Diluted loss per share ($)	(0.09)	(1.09)	(1.44)
* On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The loss per share is based on the new number of shares. The comparatives have also been adjusted. Refer to note 25 for further information.

Potentially dilutive securities include share-based compensation, but these securities are currently anti-dilutive and thus do not impact diluted loss per share.

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Property, plant and equipment

12 Months Ended

Dec. 31, 2021

Property, plant and equipment.

Property, plant and equipment

14.Property, plant and equipment

							Total
	Towers			Furniture and		Capital	(excluding	Right-
	and tower	Fiber	Land and	office	Motor	work in	right-of-use	of-use
	equipment	assets	buildings	equipment	vehicles	progress	asset)	asset
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	2,257,701	—	48,679	13,500	18,708	138,227	2,476,815	372,000
Additions during the year	15,135	—	859	2,732	3,327	91,004	113,057	47,470
Reclassification	129,420	—	1,825	—	—	(131,245)	—	—
Transfer from advance payments	272,298	—	672	—	—	(10,873)	262,097	—
Disposals*	(106,757)	—	—	(187)	(1,689)	—	(108,633)	(6,307)
Effects of movement in exchange rates	(40,160)	—	(301)	(168)	(522)	(2,053)	(43,204)	(6,266)
At December 31, 2019	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
At January 1, 2020	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
Additions during the year	10,287	—	768	2,470	2,576	87,014	103,115	72,888
Additions through business combinations (note 31)	144,388	—	566	305	—	4,970	150,229	129,711
Reclassification	91,165	—	887	808	658	(93,518)	—	—
Transfer from advance payments	124,272	—	620	91	—	(2,997)	121,986	—
Disposals*	(23,591)	—	(1,203)	(95)	(1,310)	—	(26,199)	(15,721)
Effects of movement in exchange rates	(214,038)	—	(5,936)	(1,287)	(1,600)	(5,883)	(228,744)	(44,181)
At December 31, 2020	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
At January 1, 2021	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
Additions during the year	20,995	—	825	5,056	6,012	224,479	257,367	113,722
Additions through business combinations (note 31) ***	77,142	220,950	968	93	—	5,495	304,648	41,709
Reclassification	124,548	23,241	5,999	—	—	(153,788)	—	—
Transfer from advance payments	111,439	7,862	4,112	—	—	3,959	127,372	—
Disposals*	(21,359)	—	—	(82)	(1,825)	—	(23,266)	(18,872)
Effects of movement in exchange rates	(143,357)	(6,790)	(3,072)	(1,038)	(877)	(8,438)	(163,572)	(35,649)
At December 31, 2021	2,829,528	245,263	56,268	22,198	23,458	146,353	3,323,068	650,504
Accumulated depreciation and impairment
At January 1, 2019	918,520	—	880	10,842	14,597	—	944,839	—
Charge for the year	313,320	—	296	2,145	1,869	—	317,630	38,130
Impairment	21,565	—	—	—	—	—	21,565	—
Disposals*	(101,100)	—	—	(173)	(1,457)	—	(102,730)	(735)
Effects of movement in exchange rates	(17,821)	—	(13)	(136)	(357)	—	(18,327)	(360)
At December 31, 2019	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
At January 1, 2020	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
Charge for the year	315,131	—	331	2,547	1,959	—	319,968	54,089
Impairment	26,824	—	421	—	—	—	27,245	—
Disposals*	(21,435)	—	—	(41)	(1,294)	—	(22,770)	(5,594)
Effects of movement in exchange rates	(102,812)	—	(187)	(893)	(1,049)	—	(104,941)	(4,066)
At December 31, 2020	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
At January 1, 2021	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
Charge for the year**	272,068	5,366	296	3,806	2,902	—	284,438	60,685
Impairment/(reversal of impairment)	48,391	—	(318)	—	—	—	48,073	2,797
Disposals*	(14,660)	—	—	(73)	(1,816)	—	(16,549)	(8,634)
Effects of movement in exchange rates	(82,676)	(12)	(69)	(867)	(583)	—	(84,207)	(6,459)
At December 31, 2021	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Net book value
At December 31, 2019	1,393,153	—	50,571	3,199	5,172	85,060	1,537,155	369,862
At December 31, 2020	1,307,928	—	45,708	3,878	5,880	74,646	1,438,040	468,130
At December 31, 2021	1,254,213	239,909	54,631	5,041	8,687	146,353	1,708,834	520,651

*     The disposals value of right-of-use assets represents disposals due to terminated leases and the impact of remeasurement of lease assets as a result of changes in lease terms.

**    The charge for the period does not agree to the charge in the consolidated statement of income/(loss) and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million (2020: $0.8 million, 2019: $nil) in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

***  Includes subsequent asset acquisitions on business combination transactions.

Capital work-in-progress comprises mainly of tower and tower equipment still under construction and not yet available for use. The Group transfers such assets to the appropriate class once they are available for use. There were no qualifying borrowing costs capitalized during the year.

The impairment in the year ended December 31, 2021 is primarily driven by the rationalization program agreed with a Key Customer which resulted in the impairment of the related Towers. It was determined that the recoverable amounts were nil and therefore their carrying amounts were written down to the recoverable amount. The impairment losses have been recognized in cost of sales in the consolidated statement of income/(loss) and other comprehensive income/(loss). The impairment in the year ended December 31, 2020 relates to towers on certain sites made dormant following the consolidation of customer equipment between sites, such towers being no longer in use and with no installed customer equipment, and to a $5.7 million impairment in Cameroon following a fire at a warehouse site. The impairment in the year ended December 31, 2019 relates to towers on certain sites made dormant following the consolidation of customer equipment between sites and to certain sites in Cameroon that were vandalized and inaccessible and are thus not in use.

The carrying value of the “Towers and tower equipment” asset category includes assets amounting to $48.6 million (2020:  $21.8 million, 2019: $17.1 million) related to asset retirement obligations arising from legislative requirements and the terms of lease agreements included in Lease liabilities (note 23).

(i) Depreciation expense has been included in cost of sales and administrative expenses in the statement of income and other comprehensive income as below:

	2021	2020	2019
	$'000	$'000	$'000
Cost of sales (note 7)	330,799	367,007	353,368
Administrative expense (note 8)	13,917	6,240	2,392
	344,716	373,247	355,760

(ii) Analysis of additions to property, plant and equipment

	2021	2020	2019
	$'000	$'000	$'000
Additions through cash - capital work in progress	224,479	87,014	91,004
Additions through decommissioning estimates	7,212	8,315	405
Additions through right of use assets	113,722	72,888	47,470
Additions through cash – others	13,666	7,786	21,648
Additions through non-cash – others	12,010	—	—
	371,089	176,003	160,527

(iii) Analysis of right of use assets

The carrying value of right of use assets at December 31, 2021 are comprised of vehicles of $1.8 million (2020: $1.3 million, 2019: $0.3 million) and land and building assets, the majority being leased land on which our towers are situated.

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Goodwill and other intangible assets

12 Months Ended

Dec. 31, 2021

Goodwill and other intangible assets

Goodwill and other intangible assets

15.Goodwill and other intangible assets

		Customer-	Network -
		related	related
		intangible	intangible
	Goodwill	assets	assets	Licenses	Software	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	530,910	503,442	43,841	14,876	15,639	1,108,708
Additions during the year	—	—	—	19	5,267	5,286
Exchange difference	(12,518)	(6,452)	(285)	(303)	(4)	(19,562)
At December 31, 2019	518,392	496,990	43,556	14,592	20,902	1,094,432
At January 1, 2020	518,392	496,990	43,556	14,592	20,902	1,094,432
Additions during the year	—	—	—	4	2,460	2,464
Additions through business combinations (note 31)	232,030	324,290	36,831	—	33	593,184
Disposals	—	—	—	(1)	(475)	(476)
Exchange difference	(93,915)	(88,846)	(6,835)	1,201	(829)	(189,224)
At December 31, 2020	656,507	732,434	73,552	15,796	22,091	1,500,380
At January 1, 2021	656,507	732,434	73,552	15,796	22,091	1,500,380
Additions during the year	—	—	—	3,145	1,909	5,054
Additions through business combinations (note 31)	248,869	78,173	2,792	—	1,035	330,869
Disposals	—	—	—	(18)	(723)	(741)
Exchange difference	(35,806)	(42,751)	(3,538)	(1,217)	(514)	(83,826)
At December 31, 2021	869,570	767,856	72,806	17,706	23,798	1,751,736
Accumulated amortization and impairment
At January 1, 2019	251	71,501	13,106	4,284	10,061	99,203
Charge for the year	—	19,468	2,950	877	5,452	28,747
Exchange difference	—	(1,084)	(101)	(94)	(12)	(1,291)
At December 31, 2019	251	89,885	15,955	5,067	15,501	126,659
At January 1, 2020	251	89,885	15,955	5,067	15,501	126,659
Charge for the year	—	26,921	4,070	871	3,553	35,415
Disposals	—	—	—	—	(475)	(475)
Exchange difference	—	(7,091)	(1,003)	518	(740)	(8,316)
At December 31, 2020	251	109,715	19,022	6,456	17,839	153,283
At January 1, 2021	251	109,715	19,022	6,456	17,839	153,283
Charge for the year	—	29,037	4,237	978	3,914	38,166
Disposals	—	—	—	(15)	(726)	(741)
Exchange difference	—	(7,184)	(1,374)	(542)	(616)	(9,716)
At December 31, 2021	251	131,568	21,885	6,877	20,411	180,992
Net book value
At December 31, 2019	518,141	407,105	27,601	9,525	5,401	967,773
At December 31, 2020	656,256	622,719	54,530	9,340	4,252	1,347,097
At December 31, 2021	869,319	636,288	50,921	10,829	3,387	1,570,744

Network related intangible assets represent future income from leasing excess tower capacity to new tenants. Customer related intangible assets represent customer contracts and relationships.

Amortization expense has been included in cost of sales and administrative expenses in the statement of income and other comprehensive income:

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales (note 7)	34,051	32,503	24,549
Administrative expenses (note 8)	4,115	2,912	4,198
	38,166	35,415	28,747

15.1Allocation of goodwill

Management reviews the business performance based on the geographical location of business. It has identified IHS Nigeria Limited, INT Towers Limited, IHS Towers NG Limited, IHS Cameroon S.A., IHS Côte d’Ivoire S.A., IHS Rwanda Group, IHS Zambia Group, IHS Kuwait Limited, the IHS Latam tower businesses and FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) as the main CGUs/Group of CGUs relevant for the allocation of goodwill. IHS Nigeria Limited, INT Towers Limited and IHS Towers NG Limited CGUs related to the Nigeria operating segment, IHS Cameroon S.A, IHS Côte d’Ivoire S.A, IHS Zambia Group and IHS Rwanda Group CGUs related to the SSA operating segment, IHS Kuwait Limited CGU related to the MENA operating segment, and the IHS Latam tower businesses and I-Systems relate to the Latam operating segment. Goodwill is monitored by management at a CGU/group of CGU level as noted above. The following is a summary of goodwill allocation for each CGU.

			Effects of
		Additions through	movements in
	Opening	business combinations	exchange rates	Closing
	balance	(note 31)	and other movements	balance
	$'000	$'000	$'000	$'000
2021
IHS Nigeria Limited	63,374	—	(3,606)	59,768
INT Towers Limited	227,715	—	(12,940)	214,775
IHS Towers NG Limited	45,741	—	(2,603)	43,138
IHS Cameroon S.A.	48,170	—	(3,782)	44,388
IHS Côte d’Ivoire S.A.	23,888	—	(1,876)	22,012
IHS Zambia Group	39,907	—	10,802	50,709
IHS Rwanda Group	12,319	—	(452)	11,867
IHS Kuwait Limited	13,142	—	(773)	12,369
IHS Latam tower businesses	182,000	75,034	(15,583)	241,451
I-Systems	—	173,835	(4,993)	168,842
	656,256	248,869	(35,806)	869,319
2020
IHS Nigeria Limited	71,297	—	(7,923)	63,374
INT Towers Limited	256,149	—	(28,434)	227,715
IHS Towers NG Limited	51,460	—	(5,719)	45,741
IHS Cameroon S.A.	43,933	—	4,237	48,170
IHS Côte d’Ivoire S.A.	21,787	—	2,101	23,888
IHS Zambia Group	60,529	—	(20,622)	39,907
IHS Rwanda Group	12,986	—	(667)	12,319
IHS Kuwait Limited	—	13,143	(1)	13,142
IHS Latam tower businesses	—	218,887	(36,887)	182,000
	518,141	232,030	(93,915)	656,256
2019
IHS Nigeria Limited	71,328	—	(31)	71,297
INT Towers Limited	256,261	—	(112)	256,149
IHS Towers NG Limited	51,483	—	(23)	51,460
IHS Cameroon S.A.	44,910	—	(977)	43,933
IHS Côte d’Ivoire S.A.	22,272	—	(485)	21,787
IHS Zambia Group	70,780	—	(10,251)	60,529
IHS Rwanda Group	13,625	—	(639)	12,986
	530,659	—	(12,518)	518,141

The recoverable amount of each CGU, except for the IHS Latam tower businesses group of CGUs, was determined based on value in use calculations. The recoverable amount of the IHS Latam tower businesses group of CGUs was determined based on fair value less costs of disposal.

(a)Recoverable amounts based on value in use

These calculations used pre-tax cash flow projections based on the financial budgets approved by management covering a five-year period. Within the five-year period, revenue growth rates are based on past experience and expected future developments in the Group’s CGUs. The weighted average growth rates used are consistent with the forecasts included in industry reports. Cash flows beyond the five-year period were valued using the estimated terminal growth rates stated below. The terminal growth rates did not exceed the long-term average growth rate for the infrastructure business in which each CGU operates.

The key assumptions to which the value-in-use calculations are most sensitive are:

● revenue assumptions (taking into account tenancy rates), and the direct effect these have on gross profit margins in the five year forecast period;

● discount rates;

● gross margins; and

● terminal growth rates.

	Discount		Terminal		Tenancy				Gross margins excluding depreciation &
	rate		growth rate		Ratio*				amortization*
2021
IHS Nigeria Limited	16.1	%	2.7	%	3.32	x -	5.18	x	64.2	% -	79.7	%
INT Towers Limited	16.0	%	2.7	%	3.56	x -	4.98	x	67.4	% -	74.9	%
IHS Towers NG Limited	16.5	%	2.7	%	3.63	x -	4.44	x	52.3	% -	63.1	%
IHS Cameroon S.A.	12.1	%	3.2	%	2.37	x -	2.89	x	57.8	% -	64.6	%
IHS Côte d’Ivoire S.A.	9.8	%	3.2	%	3.45	x -	4.46	x	53.8	% -	63.5	%
IHS Zambia Group	24.1	%	2.0	%	2.40	x -	3.30	x	65.2	% -	74.6	%
IHS Rwanda Group	15.5	%	3.2	%	2.04	x -	2.97	x	67.0	% -	73.3	%
IHS Kuwait Limited	6.0	%	2.9	%	1.00	x -	1.46	x	52.4	% -	64.9	%
2020
IHS Nigeria Limited	22.6	%	2.7	%	2.59	x -	4.55	x	67.8	% -	82.1	%
INT Towers Limited	22.5	%	2.7	%	2.87	x -	5.22	x	73.7	% -	79.9	%
IHS Towers NG Limited	23.2	%	2.7	%	2.80	x -	3.02	x	64.4	% -	69.9	%
IHS Cameroon S.A.	13.8	%	3.2	%	2.61	x -	3.16	x	55.9	% -	61.0	%
IHS Côte d’Ivoire S.A.	10.0	%	3.2	%	3.44	x -	4.56	x	57.5	% -	61.6	%
IHS Zambia Group	32.2	%	3.2	%	2.21	x -	2.93	x	68.4	% -	75.8	%
IHS Rwanda Group	17.0	%	3.2	%	2.13	x -	2.60	x	65.9	% -	69.8	%
IHS Kuwait Limited	5.0	%	2.8	%	1.00	x -	1.46	x	45.3	% -	59.2	%
2019
IHS Nigeria Limited	15.8	%	3.2	%	2.35	x -	3.90	x	69.8	% -	77.1	%
INT Towers Limited	16.5	%	3.2	%	2.46	x -	3.90	x	60.8	% -	71.9	%
IHS Towers NG Limited	16.2	%	3.2	%	3.29	x -	3.80	x	60.9	% -	65.4	%
IHS Cameroon S.A.	13.2	%	3.2	%	3.33	x -	4.22	x	53.8	% -	57.9	%
IHS Côte d’Ivoire S.A.	10.3	%	3.2	%	2.39	x -	3.49	x	56.1	% -	59.9	%
IHS Zambia Group	21.8	%	3.2	%	2.05	x -	2.58	x	62.6	% -	73.0	%
IHS Rwanda Group	16.3	%	3.2	%	2.05	x -	2.37	x	68.6	% -	70.0	%

*     Tenancy ratios and gross margins (excluding depreciation & amortization) disclosed are for the forecast period 2022 – 2026. The tenancy ratios refer to the average number of tenants and lease amendments per tower that is owned or operated across a tower portfolio at a given point in time.

In 2021, the Group applied various terminal growth rates between 2.0% and 3.2%. The rates applied represent the median rate from three different sources and represent a conservative growth rate across the regions.

Management have considered and assessed reasonably possible changes for key assumptions and concluded that none would give rise to an impairment. The changes that would cause the carrying amount to exceed the recoverable amount resulting in an impairment are set out below:

Sensitivity analysis

IHS

IHS Nigeria

INT Towers

IHS Towers

Cameroon

IHS Côte

IHS Zambia

IHS Rwanda

IHS Kuwait

Limited

Limited

NG Limited

S.A.

d’Ivoire S.A.

Group

Group

Limited

% Rise in discount rate

Increase by 36.2 pp

Increase by 83.7 pp

Increase by 11.0 pp

Increase by 4.0 pp

Increase by 6.8 pp

Increase by 10.5 pp

Increase by 7.2 pp

Increase by 4.6 pp

Decrease in tenancy ratio

Decrease by an average of 2.51x over 4 years

Decrease by an average of 3.06x over 4 years

Decrease by an average of 1.44 x over 4 years

Decrease by an average of 0.52 x over 4 years

Decrease by an average of 1.76 x over 4 years

Decrease by an average of 0.65 x over 4 years

Decrease by an average of 0.72 x over 4 years

Decrease by an average of 0.43 x over 4 years

Gross margin (excluding depreciation and amortization)

Decrease by an average of 49.3 pp over 4 years

Decrease by an average of 57.0 pp over 4 years

Decrease by an average 24.0 pp over 4 years

Decrease by an average of 16.7 pp over 4 years

Decrease by an average of 37.2 pp over 4 years

Decrease by an average of 19.2 pp over 4 years

Decrease by an average of 22.7 pp over 4 years

Decrease by an average of 34.1 pp over 4 years

Decrease in terminal growth rate

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

(b)Recoverable amount based on fair values less costs of disposal

The recoverable amounts of the IHS Latam tower business group of CGUs and I-Systems were based on fair value less costs of disposal.

Fair value less costs of disposal is determined on the basis of information observed or derived from recent comparable transactions, including in respect of the IHS Latam tower businesses, tower cash flow multiples.

The key assumptions to which the fair value less costs of disposal calculation for the Latam tower businesses is most sensitive are:

● monthly tower cash flow for the Latam Group CGU determined on the basis of contractual revenues and gross margin percentage for existing towers at December 31, 2021;

● tower cash flow multiples determined from analysis of information available relating to recent comparable transactions; and

● estimated costs of disposal based on management’s experience of previously completed business combinations.

The fair value measurement was categorized as a Level 3 fair value based on the inputs in the valuation technique used.

Valuation technique	Significant unobservable inputs	Sensitivity of the input to fair value (movement in input value which would cause the carrying amount to exceed the recoverable amount resulting in an impairment)
Recent transactions, Tower cash flow market multiples	· Monthly tower cash flow: $2.6 million (2020: $1.6 million) · Multiple: 22.0x (2020: 22.0x) · Costs of disposal: 0.82% of enterprise value (2020: 1.2%)	· Decrease by $327,000 · Decrease by 2.63x · Increase by 11.95% of enterprise value

As can be seen from the analysis above, the valuation derived from the fair value calculation exceeds the carrying amount by a very small margin. Should market participant sentiment alter in future such that the market is viewed as less attractive, it is likely that the comparable transaction multiple would fall and that would result in an impairment.

I-Systems was purchased on November 16, 2021. The post-acquisition performance of the business (including key non-financial metrics such as homes passed and homes connected) is in line with management’s forecasts such that the purchase price paid for the business is considered to remain the best estimate of fair value at December 31, 2021.

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Deferred income tax

12 Months Ended

Dec. 31, 2021

Deferred income tax

Deferred income tax

16.Deferred income tax

	2021	2020
	$’000	$'000
Deferred income tax assets	11,064	13,443
Deferred income tax liabilities	(118,210)	(177,184)
Net deferred tax liabilities	(107,146)	(163,741)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes related to the same fiscal authority and are classified on a net

basis within either deferred tax assets or deferred tax liabilities. These net country amounts are aggregated according to their asset or liability position and presented as then aggregated in the statement of financial position:

	2021	2020
	$’000	$'000
Deferred income tax assets
Property, plant and equipment	1,678	2,117
Intangible assets	(6,231)	(8,486)
Provisions	13,064	13,665
Tax losses	240	3,203
Other	2,313	2,944
Total	11,064	13,443

	2021	2020
	$'000	$'000
Deferred income tax liabilities
Property, plant and equipment	(145,888)	(155,198)
Intangible assets	(110,843)	(183,401)
Provisions	36,397	52,478
Unrealized derivative income	(48,077)	(58,461)
Timing differences on loans	33,192	32,407
Unrealized foreign exchange	21,010	25,948
Tax losses	3,450	9,150
Unutilized capital allowances	89,157	97,220
Other	3,392	2,673
Total	(118,210)	(177,184)

The Group has recognized deferred tax with respect to losses of $3.7 million. Of this amount, $0.2 million will expire on December 31, 2024.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

		Provisions/			Unrealized
	Property,	share‑based			exchange
	plant and	payments	Intangible	Loans and	differences
	equipment	obligation	assets	derivatives	/tax losses	Total
Net deferred income tax	$'000	$'000	$'000	$'000	$'000	$'000
At January 1, 2019	(106,538)	43,389	(129,777)	(2,150)	187,640	(7,436)
Tax (charge)/income	(2,692)	(12,375)	5,719	(9,547)	8,681	(10,214)
Effects of movement in exchange rates	3,170	(1,735)	2,337	—	(1,059)	2,713
At December 31, 2019	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
At January 1, 2020	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
Additions through business combinations (note 31)	(3,378)	2,182	(103,638)	—	6,165	(98,669)
Tax (charge)/income	(46,364)	35,089	11,030	(16,444)	(58,033)	(74,722)
Effects of movement in exchange rates	2,721	(407)	22,442	2,087	(2,256)	24,587
At December 31, 2020	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
At January 1, 2021	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
Additions through business combinations (note 31)	(4,220)	—	(24,266)	—	—	(28,486)
Tax (charge)/income	2,078	(11,922)	85,254	9,295	(10,989)	73,716
Effects of movement in exchange rates	11,014	(4,759)	13,806	1,874	(10,570)	11,365
At December 31, 2021	(144,209)	49,462	(117,093)	(14,885)	119,579	(107,146)

Deferred income tax assets are recognized for deductible temporary differences and tax losses carried forward only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and future taxable profits. The Group has $1.8 billion (2020: $1.6 billion, 2019: $1.3 billion) in deductible temporary differences for which no deferred tax is recognized. Of this amount, $230.9 million (2020: $383.8 million, 2019: $nil), $191.0 million (2020: $195.6 million, 2019: $nil) and $298.1 million (2020: $nil, 2019: $nil) will expire on December 31, 2024, December 31, 2025 and December 31, 2026 respectively.

At the end of the reporting period, there were no material temporary differences associated with undistributed earnings of subsidiaries, and accordingly no deferred tax liabilities have been recognized.

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Inventories

12 Months Ended

Dec. 31, 2021

Inventories

Inventories

17.Inventories

	2021	2020
	$'000	$'000
Stock of materials	42,022	49,222

Inventories are measured at lower of cost and net realizable value. Inventory consumables are held at cost less provision for impairment. During the year, an inventory write-down expense of $0.1 million was recognized (2020: $4.7 million). The value of inventory recognized as an expense during the year is $267.5 million (2020: $216.3 million).

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Derivative financial instruments

12 Months Ended

Dec. 31, 2021

Derivative financial instruments

Derivative financial instruments

18.Derivative financial instruments

The derivative instruments have been classified as fair value through profit or loss. The instruments are measured at fair value with the resultant gains or losses recognized in the statement of income and other comprehensive income. The related net foreign exchange gain/(loss) is included in finance income (note 10) and finance costs (note 11).

The underlying contractual notional amount for the derivative instruments is as follows, as of December 31, of each of the following years:

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	124,023	652,088
Embedded options within listed bonds	1,940,000	1,450,000
	2,064,023	2,102,088

The fair value balances are as follows:

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,771)	27,495
Embedded options within listed bonds	165,100	155,196
Embedded options within revenue contracts	—	(7,285)
	161,329	175,406

The change in fair value of the derivative instruments has been recorded in the statement of income and other comprehensive income as follows:

	2021	2020	2019
	$'000	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,897)	29,151	53
Embedded options within listed bonds	604	110,655	17,245
Embedded options within revenue contracts	7,231	(169)	—
	3,938	139,637	17,298

The credit ratings of the Group’s derivative financial instrument assets at December 31, 2021, 2020 and 2019 based on publicly reported Fitch ratings were:

	2021	2020
	$'000	$'000
Derivative financial instrument assets
AA+	—	7,500
B+	—	—
B	—	3,590
B-	—	10,938
BB-	—	5,467
Not rated	165,100	155,196
	165,100	182,691

Refer to note 4(a) for further information on the derivative financial instruments.

Reconciliation of movements

	2021
	$'000
Non-deliverable forwards
Opening balance	27,495
Fair value loss (unrealized foreign exchange on open contracts)	(3,897)
Foreign exchange gain	10,342
Cash flow on settlement	(37,711)
	(3,771)

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Trade and other receivables

12 Months Ended

Dec. 31, 2021

Trade and other receivables

Trade and other receivables

19.Trade and other receivables

	2021	2020
	$’000	$'000
Current
Trade receivables	253,852	334,452
Less: impairment provisions	(31,063)	(133,800)
Net trade receivables*	222,789	200,652
Other receivables**	199,136	85,011
Prepaid land rent	1,069	1,588
Other prepaid expenses	25,080	16,538
Advance payments	14,663	18,766
Withholding tax receivables	992	800
VAT receivables	5,401	3,832
	469,130	327,187
Non-current
Accrued income and lease incentive	21,408	15,481
Payment in advance for property, plant and equipment	48,071	20,928
	69,479	36,409

*      The fair value is equal to their carrying amount.

**    Other receivables are margins on non-deliverable forward contracts and short-term fixed deposits which are not classified as cash and cash equivalents as it exceeds the three-month maturity period.

Included in trade receivables is $103.4 million (2020: $90.0 million) relating to accrued revenue of which $22.2 million (2020: $23.2 million) relates to contract assets, with the remainder being accrued lease rental income.

Payment in advance for property, plant and equipment relates to the future supply of tower and tower equipment. All non-current receivables are due within twenty years from the end of the reporting period. All current trade and other receivables are due within 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables. Refer to note 4 (c) for further information on trade and other receivables.

Prepaid land rent is capitalized to the right of use asset insofar as it relates to leases accounted for under IFRS 16. The prepaid land rent for leases that are exempt from being accounted for under IFRS 16 under the Group’s accounting policy are accounted for as short-term prepayments.

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Cash and cash equivalents

12 Months Ended

Dec. 31, 2021

Cash and cash equivalents.

Cash and cash equivalents

20.Cash and cash equivalents

	2021	2020
	$’000	$'000
Cash at bank	916,488	585,416
Cash and cash equivalents	916,488	585,416

The credit ratings of the Group’s principal banking partners at December 31, 2021 and 2020 based on publicly reported Fitch ratings as shown below. The Group regularly monitors its credit risk with banking partners and did not incur any losses during 2021 and 2020 as a result of bank failures.

	2021	2020
	$’000	$'000
Cash and cash equivalents
AAA (F1+)	127,781	15,413
AA+	—	9,407
AA	—	115,810
A+	—	30,576
A (F1)	628,033	216,700
A-	—	25,559
BBB+	—	6,349
BBB	3,143	—
BBB-	162	25
BB	—	6,663
BB-	—	18,469
B+	—	2,809
B	157,277	46,757
B-	—	90,564
C	67	—
Not rated	25	315
	916,488	585,416

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Trade and other payables

12 Months Ended

Dec. 31, 2021

Trade and other payables.

Trade and other payables

21.Trade and other payables

	2021	2020
	$’000	$'000
Current
Trade payables	342,841	301,813
Deferred revenue*	20,435	2,224
Withholding tax payables	4,517	5,694
Payroll and other related statutory liabilities	53,446	27,476
Other payables	78,193	72,286
	499,432	409,493
Non-current
Other payables	312	9,565
	312	9,565

*      Included in deferred revenue is $2.8 million (2020: $0.6 million) which relates to contract liabilities. The contract liabilities relating to December 31, 2020 were fully recognized in revenue during the year end December 31, 2021.

The non-current other payables for the year ended December 31, 2020 relate to the contingent consideration due in February 2022 as a result of the IHS Kuwait Limited business combination in February 2020. For the year ended December 31, 2021 this was remeasured, refer to note 9.

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Borrowings

12 Months Ended

Dec. 31, 2021

Borrowings.

Borrowings

22.Borrowings

	2021	2020
	$’000	$'000
Non-current
Senior Notes	1,916,062	1,428,398
Bank borrowings	485,409	588,692
External debt	2,401,471	2,017,090
Current
Senior Notes	27,195	32,352
Bank overdraft	3,208	—
Bank borrowings	177,216	153,767
External debt	207,619	186,119
Total borrowings	2,609,090	2,203,209

Reconciliation of cash and non-cash changes

	2021	2020	2019
	$’000	$’000	$’000
Opening balance – January 1	2,203,209	2,055,878	1,897,774
Additions through business combination (note 31)	6,457	46,356	—
Interest expense (note 11)	179,280	182,246	193,829
Interest paid	(168,285)	(167,938)	(171,883)
Bank loans and bond proceeds received	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	(653,504)	(99,903)	(1,622,317)
Bank overdraft	3,208	—	—
Transaction costs	(38,597)	(5,561)	(58,044)
Foreign exchange	1,259	(40,088)	16,519
Closing balance – December 31	2,609,090	2,203,209	2,055,878

22.1External debt

External debt is made up of the following:

		Maturity			2021	2020
	Currency	date	Interest rate		$’000	$’000
Senior notes
IHS Holding Limited	US Dollar	2026	5.63	%	496,850	—
IHS Holding Limited	US Dollar	2028	6.25	%	497,366	—
IHS Netherlands Holdco B.V.	US Dollar	2027	8.00	%	949,041	946,352
IHS Netherlands Holdco B.V.	US Dollar	2025	7.125	%	—	514,398
Bank borrowings
INT Towers Limited	Nigeria Naira	2024	2.5	%+ 3M NIBOR	284,882	342,995
INT Towers Limited	US Dollar	2024	3.75	%+ 3M LIBOR	92,769	104,532
IHS Cameroon S.A.	CFA Franc	2020	6.5	%	—	—
IHS Cameroon S.A.	Euro	2020	3.75	%+ 3M EURIBOR	—	—
IHS Côte d’Ivoire S.A.	CFA Franc	2022	6	%	31,627	54,266
IHS Côte d’Ivoire S.A.	Euro	2022	3.75	%+ 3M EURIBOR	24,156	41,172
IHS Zambia Limited	US Dollar	2027	5-5.5	% + 3M LIBOR	93,164	96,287
IHS Rwanda Limited	Rwandan Franc	2021	16	%	—	650
IHS Rwanda Limited	US Dollar	2022	6.5	% + 3M LIBOR	—	13,804
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2021	3.85	%+CDI	—	38,613
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2029	3.65	%+CDI	69,768	—
IHS Kuwait Limited	Kuwaiti Dinar	2029	2	% + 3M KIBOR	66,257	50,140
Bank Overdraft
Global Independent Connect Limited	Yen	2022	10.3	%	3,208	—

i.Senior Notes

IHS Holding Limited

At December 31, 2021, the Company is the “issuer” of the $500 million 5.625% Senior Notes due 2026 (the “2026 Notes”) and $500 million 6.250% Senior Notes due 2028 (the “2028 Notes”) (together the “Notes”) which are listed on Official List of the Exchange. These notes were originally issued on November 29, 2021 and are guaranteed by certain other members of the group.

The 2026 Notes and 2028 Notes have a tenor of five years and seven years respectively, from November 29, 2021, interest is payable semi-annually in arrears on May 29 and November 29 of each year, beginning on May 18, 2022 and the principal is repayable in full on maturity.

The 2026 Notes and 2028 Notes have early redemption features whereby IHS Holding Limited has the right to redeem the relevant notes before the maturity date, and the holders hold a right to request the early settlement of the Notes, in certain circumstances. The value of these options are disclosed in note 18.

The proceeds raised from the issue of these new notes was used in part to redeem the 2025 Notes, see below, in an early settlement that took place on the November 30, 2021. This settlement was subjected to the customary conditions and terms as set out in their bond prospectus.

IHS Netherlands Holdco B.V.

At December 31, 2021, the Company is the “issuer” of the $940 million 8.0% Senior Notes due 2027 (the “2027 Notes”) which are listed on The International Stock Exchange (TISE).

IHS Netherlands Holdco B.V. initially issued $500 million in aggregate principal amount of the 2025 Notes and $800 million in aggregate principal amount of the 2027 Notes pursuant to a Senior Notes Indenture dated September 18, 2019 between, inter alios,  the Issuer (IHS Netherlands Holdco B.V.), the Guarantors (each of IHS Netherlands NG1 B.V., IHS Nigeria

Limited, IHS Netherlands NG2 B.V., IHS Towers NG Limited, INT Towers Limited and Nigeria Tower Interco B.V.) and the Trustee (Citibank N.A., London branch).

On July 31, 2020 the Company issued an additional $150 million in aggregate principal amount across its 2025 Notes and 2027 Notes, split as $10 million in aggregate principal amount of its 2025 Notes and $140 million in aggregate principal amount of its 2027 Notes.

The 2025 notes were redeemed on the November 29, 2021. This redemption was funded by the issuance of the 2026 & 2028 Notes. The redemption included amounts related to principal of $510 million, accrued interest of $7.3 million and an early redemption premium of $18.2 million.

Tower Infrastructure Company Limited, which is an immaterial subsidiary, was not a Guarantor under the 2025 Notes or 2027 Notes. The 2027 Notes are the senior obligations of the Issuer and rank equal in right of payment with all of the issuer’s existing and future indebtedness that is not subordinated in right of payment to the Notes.

The 2027 Notes have a tenor of eight years from September 18, 2019, with interest payable semi-annually in arrears on March 18 and September 18 of each year, beginning on March 18, 2020 and principal repayable in full on maturity.

Negative covenants of the 2027 Notes, among other things, restrict the ability of IHS Holding Limited and its subsidiaries 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.

In addition, IHS Netherlands Holdco B.V. must provide to the Trustee, and to holders of the 2027 Notes, certain annual and quarterly reports.

The 2027 Notes have early redemption features whereby IHS Netherlands Holdco B.V. has the right to redeem the relevant notes before the maturity date, and the holders hold a right to request the early settlement of the Notes, in certain circumstances. The value of these options are disclosed in note 18.

ii.Bank borrowings

Bank borrowings is made up of the following:

Senior Credit Facilities

On September 29, 2021 IHS Netherlands Holdco B.V, IHS Nigeria Limited, IHS Towers NG Limited and IHS Holding Limited entered into an amendment and restatement agreement with Ecobank Nigeria Limited as agent, or the Senior Credit Facilities Amendment and Restatement Agreement, which amended and restated the facilities agreement dated September 3, 2019, or the Original Senior Credit Facilities, and, as amended and restated under the Senior Credit Facilities Amendment and Restatement Agreement, the Restated Senior Credit Facilities, between, among others, IHS Netherlands Holdco B.V. as intermediate holding company and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders. The Restated Senior Credit Facilities was amended and restated to align with the amendments to the indenture governing the Notes issued by IHS Netherlands Holdco B.V., as set forth in a consent solicitation statement dated June 14, 2021, and to add IHS Holding Limited as a guarantor. The Restated Senior Credit Facilities also include customary negative and financial covenants that limit certain activities of IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers. This facility was fully drawn down in 2019.

The interest rate per annum applicable to loans made under the Restated Senior Credit Facilities is equal to:

(a) in relation to the US dollar facility, prior to a rate switch date, LIBOR (subject to a zero floor) plus a margin of 4.25% per annum (subject to a margin ratchet where the level of margin may be increased (up to a maximum of 4.50)% or decreased (limited to a floor of 3.50)% subject to certain tests, including the relevant leverage ratio of the IHS Holding Limited group) and, after a rate switch date for US dollars, is equal to a compounded reference rate based on SOFR (calculated on a five day RFR banking day lookback) and a credit adjustment spread plus the margin; and

(b) in relation to the Naira facility, NIBOR (subject to a zero floor) plus a margin of 2.50% per annum.

IHS Netherlands Holdco B.V. also pays certain other fees and costs, including fees for undrawn commitments, management fees, participation fees and fees to the agent.

The US Dollar facility had an original principal amount of $110.0 million, and the Naira facility had an original principal amount of ₦141.3 billion (approximately $325 million).

Each facility under the Restated Senior Credit Facilities will terminate on the date falling 60 months after the date of the first utilization of that facility. The Restated Senior Credit Facilities are repayable in instalments. 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 under the Restated Senior Credit Facilities by giving five business days’ prior notice (or such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Restated Senior Credit Facilities requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

IHS Côte d’Ivoire S.A.

IHS Côte d’Ivoire S.A. had a FCFA 18.3 billion (2020: FCFA 44.6 billion) and €52 million (2020: €52 million) loan facility as at December 31, 2021. The facility will expire in August 2022 and was fully drawn down in 2017.

IHS Zambia Limited

On March 4, 2021 IHS Zambia Limited made a one-off payment of $0.6 million and extended the term of the remaining fully drawn down loan facility of $95.0 million. The lenders were replaced with the development finance institution (“IFC”) and commercial bank (“SCB”). The maturity was extended to December 2027 for both lenders and the principal payments were also deferred by 24 months.

IHS Rwanda Limited

On March 30, 2021 and July 20, 2021 IHS Rwanda Limited fully repaid the Rwandan Franc (RWF) and U.S. Dollar loan facilities respectively. No new loan facilities were obtained and no amounts remain outstanding under any third party loan facilities in Rwanda.

IHS Brasil Participações Ltda

On May 21, 2021 and June 28, 2021 IHS Brasil Participações Ltda. obtained loan facilities for R$300 million (approximately $53.8 million) with Itaú bank and R$100 million (approximately $17.9 million) from Banco do Brasil respectively. The loan facilities have an annual interest rate of CDI + 3.65% and are repayable in May 2029. Interest payments are due monthly and principal payments have a grace period of 1 year from inception of the loan facilities. IHS Brasil – Cessão de Infraestruturas S.A. is a guarantor to the loan facilities. In December 2021, this loan was assigned to IHS Brasil – Cessão de Infraestruturas S.A. following an internal corporate reorganization pursuant to which IHS Brasil Participações Ltda. and Skysites Holding S.A. were merged into IHS Brasil – Cessão de Infraestruturas S.A. (which remained the surviving entity).

IHS Brasil – Cessão de Infraestruturas S.A.

IHS Brasil - Cessão De Infraestruturas S.A. had fully drawn down R$30 million (approximately $5.4 million) and R$170 million (approximately $30.5 million) of the loan facilities with Banco Safra and Itau BBA respectively, at December 31, 2020. Both loan facilities were fully repaid in May 2021. No new loan facilities were obtained directly by this entity.

IHS Kuwait Limited

On April 19, 2020 IHS Kuwait Limited obtained a loan facility for KWD 26 million which matures in April 2029 and has an annual interest rate of 2.00% + 3M KIBOR. On December 31, 2021 IHS Kuwait had drawn down KWD21 million ($69 million) of the total facility and as at December 31, 2020 KWD15.8 million ($ 52.1 million).

Except for facilities in IHS Nigeria Limited, INT Towers Limited, IHS Towers Nigeria Limited and IHS Brasil Cessão de Infraestruturas Limitada the Group has pledged all assets as collateral for the bank borrowings in each relevant jurisdiction.

The Group is in compliance with the restrictive debt covenants related to the listed bonds and covenants related to external borrowings as at the year end.

iii.Bank Overdraft

Global Independent Connect Limited

Global Independent Connect Limited utilised an overdraft facility of ¥21.6 million ($3.2 million) from Ecobank to support the Letters of credit used for equipment importation from overseas vendors. This facility is for a period of 90 days from the date payment is made to the vendor. The repayment represents utilisation of cash cover of ¥ 0.6 million ($0.1 million) against the total LC amount presented of ¥ 22.2 million ($3.3 million).

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Lease liabilities

12 Months Ended

Dec. 31, 2021

Lease liabilities.

Lease liabilities

23.Lease liabilities

See accounting policy in note 2.7 Leases

	2021	2020
	$’000	$’000
Current	50,560	28,246
Non-current	325,541	286,501
Total lease liabilities	376,101	314,747

Lease liabilities represent the net present value of future payments due under long term land leases for leasehold land on which our towers are located and for other leasehold assets such as warehouses and offices. During the period, payments to the value of $96.2 million (2020: $58.4 million) were made in respect of recognized lease liabilities. These lease liabilities are unwound using incremental borrowing rates which represent the credit risk of the lessee entity and the length of the lease agreement.

Reconciliation of cash and non-cash changes

	2021	2020	2019
	$’000	$’000	$’000
At January 1	314,747	184,494	204,065
Additions through business combinations (note 31)	44,557	131,651	—
Additions through new leases or remeasurements	131,438	65,070	47,469
Interest and finance charges for lease liabilities (note 11)	32,826	27,384	16,024
Payments for the principal of lease liabilities	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	(32,923)	(19,239)	(11,634)
Remeasurements or terminations*	(30,978)	(15,380)	(8,018)
Effects of movement in exchange rates	(20,242)	(20,080)	(5,082)
Closing balance – December 31	376,101	314,747	184,494

*     This value represents disposals due to terminated leases and the impact of remeasurement of lease liabilities as a result of changes in lease terms.

Amount recognized in the statement of income

	2021	2020	2019
	$'000	$'000	$'000
Interest on lease liabilities (note 11)	32,826	27,384	16,024
Expenses relating to short term leases and low value assets (note 7)	11,165	7,543	3,547
Depreciation for right of use assets (note 14)	60,685	54,089	38,130
Total for the year ended	104,676	89,016	57,701

As at December 31 the contractual maturities of the lease liabilities were as follows:

		Total
	Carrying	contractual	Within	2 - 3	4 – 5	Over 5
	value	cash flows	1 year	years	years	years
	$'000	$'000	$'000	$'000	$'000	$'000
2021
Lease liabilities	376,101	700,877	54,303	106,015	99,573	440,986
2020
Lease liabilities	314,747	453,590	39,677	152,386	44,294	217,233

Lease obligation contractual cash flows are disclosed with the same renewal expectation assumption assessed for lease accounting under IFRS 16. The average remaining lease term remaining at December 31, 2021 is 13.8 years.

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Provisions for other liabilities and charges

12 Months Ended

Dec. 31, 2021

Provisions for other liabilities and charges [Abstract]

Provisions for other liabilities and charges

24.Provisions for other liabilities and charges

Decommissioning and site restoration provision

	2021	2020	2019
	$'000	$'000	$'000
At January 1	53,266	33,568	33,010
Additions through business combinations (refer to note 31)	8,347	15,437	—
Increase in provisions	7,212	8,315	405
Payments for tower and tower equipment decommissioning	(231)	(65)	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Unwinding of discount	4,644	2,644	1,712
Effects of movement in exchange rates	1,374	(6,633)	(1,559)
At December 31	71,941	53,266	33,568
Analysis of total decommissioning and site restoration provisions:
Non-current	71,598	49,469	29,801
Current	343	3,797	3,767
	71,941	53,266	33,568

This provision relates to the probable obligation that the Group may incur to dismantle and remove assets from tower sites. The amount recognized initially is the present value of the estimated amount that will be required to decommission and restore the leased sites to their original states, discounted using the current borrowing rates of individual operations within the Group. The amount provided for each site has been discounted based on the respective lease terms attached to each site.

The provisions have been created based on management’s decommissioning experience of the specific situations. Assumptions have been made based on the current economic environment, current construction requirements, technology, price levels and expected plans for remediation. Management believes that these assumptions are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. Actual decommissioning or restoration costs will however, ultimately depend upon future market prices for the necessary decommissioning works required that will reflect market conditions at the relevant time. Furthermore, the timing of decommissioning is likely to depend on when the lease term is terminated without renewal. This, in turn, will depend upon technological changes in the local and international telecommunication industries which are inherently uncertain.

The discount rates applied have been in line with the weighted average borrowing rate for the respective operating entities in the periods the assets were constructed/acquired. Below is the discount rate applied by each operating entity:

		IHS	IHS Côte	IHS	IHS
	Nigerian	Cameroon	d’Ivoire	Zambia	Rwanda	Brazilian	IHS Kuwait
Discount	entities	S.A.	S.A.	Limited	Limited	entities	Limited
rates	%	%	%	%	%	%	%
2021	11.2	5.5	8.0	5.1	16.0	6.8	3.4
2020	11.2	5.5	8.0	5.5	16.0	6.8	4.8

Based on the simulation performed, the impact on accumulated losses of a 1% (2020: 1%) shift in discount rate is given below:

	Increase/ (decrease)
	on accumulated losses
	2021	2020
	$’000	$’000
Effect of 1% increase in discount rate	(1,571)	(767)
Effect of 1% decrease in discount rate	1,093	815

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Stated capital

12 Months Ended

Dec. 31, 2021

Stated capital

Stated capital

25.Stated capital

	Class A shares pre-IPO / Ordinary Shares post-IPO				Class B shares pre-IPO
			Stated				Stated
			capital net				capital net
	Number of	Stated	of issue		Number of	Stated	of issue
	shares	capital	costs		shares	capital	costs
	000’s	$'000	$'000		000’s	$'000	$'000
At January 1, 2019	130,147,167	4,220,967	4,219,488		16,558,927	299,405	299,014
Issued on exercise of warrants*	345,400	12,368	12,368		—	—	—
December 31, 2019	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
At January 1, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
December 31, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
Reclassification of Class A and Class B shares to ordinary shares	16,558,927	299,405	299,014		(16,558,927)	(299,405)	(299,014)
Impact of reverse share split	(146,757,391)	—	—		—	—	—
Shares issued on IPO	18,000	378,000	378,000		—	—	—
Share issue costs	—	—	(28,154)		—	—	—
Shares issued on exercise of options	15,717	342,768	342,768		—	—	—
At December 31, 2021**	327,820	5,253,508	5,223,484	*	—	—	—

* In September and November 2019, exercise notices for 345,400,314 out of the available 658,642,396 warrants were exercised for gross cash settlement. The remaining warrants, having then passed their term, lapsed. All warrant obligations were consequently derecognized.

** As at December 31, 2021 stated capital was made up of share capital of $98,346,125 and share premium of $5,125,138,448.

For the year ended December 31, 2020 and 2019 the Company had Class C shares in addition to Class A and B shares. Class C shares would only be issued pursuant to an approved employee stock plan.

Summarised below are the terms of the shares for the year end December 31, 2020 and 2019:

● Class A and B shares are at no par value.

● Class A and B shares rank pari passu in all respects except that Class B shares shall accrue no voting rights.

● Class C shares shall accrue no rights to vote.

There was no limit over the number of equity shares that could be authorized for the year ended December 31, 2020 and 2019. All Class A and B shares issued were fully paid up as at December 31, 2020 and 2019.

On October 14, 2021 the Company announced the pricing of its initial public offering (“IPO”) of 18,000,000 ordinary shares at a public offering price of $21 per share on the New York Stock Exchange (NYSE). All of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares and the outstanding options granted pursuant to the Company’s existing Long Term Incentive Plan was converted into ordinary shares (other than 7,940,413 ordinary shares issuable upon the exercise of share options outstanding as of September 30, 2021 pursuant to the Long-Term Incentive Plan).

Summarized below are the terms of the shares for the year end December 31, 2021:

● There is only one class of ordinary shares.

● Ordinary shares have a par value of $0.30 each.

● The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Act and our Articles. Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of the Company lawfully available for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis.

● Voting at any shareholders’ meeting is by way of poll. On a poll every shareholder present in person or by proxy shall have one vote for each ordinary share on all matters upon which the ordinary shares are entitled to vote except that, for so long as the number of ordinary shares held by Mobile Telephone Networks (Netherlands) B.V. or an affiliate of it or MTN Group is greater than twenty percent (20%) of the total number of ordinary shares in issue, each ordinary share held by MTN Group shall entitle MTN Group to the number of votes per ordinary share calculated by dividing 20% of the total number of ordinary shares in issue by the number of Shares held by MTN Group.

● Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors, subject to the applicable restrictions of our Articles, such as the suspension of transfers for a period immediately preceding a general meeting, or the determination that a proposed transfer is not eligible, as well as restrictions in our Shareholders’ Agreement and our Registration Rights Agreement.

● On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.

The authorized share capital of the Company is 1,700,000,000 shares with par value of $0.30 each. All ordinary shares issued were fully paid up and non-assessable as at December 31, 2021.

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Other reserves

12 Months Ended

Dec. 31, 2021

Other reserves.

Other reserves

26.Other reserves

	Fair
	value
	through
	other
	compre-				Foreign
	hensive	Restruct-	Share- based	Loss on	exchange
	income	uring	payment	transactions	translation
	reserve	reserve	reserve	between owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2019	(7)	4,019	—	(840,359)	(260,176)	(1,096,523)
Other comprehensive income	1	—	—	—	5,036	5,037
Recognition of share-based payment expense	—	—	504,331	—	—	504,331
At December 31, 2019	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
At January 1, 2020	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
Other comprehensive income	—	—	—	—	94,434	94,434
Recognition of share-based payment expense	—	—	7,216	—	—	7,216
At December 31, 2020	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
At January 1, 2021	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
Other comprehensive income	3	—	—	—	40,079	40,082
Recognition of share-based payment expense	—	—	13,003	—	—	13,003
SBP reserve converted to share capital	—	—	(342,768)	—	—	(342,768)
Other reclassifications related to share based payment	—	—	(5,084)	—	—	(5,084)
At December 31, 2021	(3)	4,019	176,698	(840,359)	(120,627)	(780,272)

Fair value through other comprehensive income reserve

This reserve holds accumulated gains and losses on fair value movements of fair value through other comprehensive income financial assets. This is a non-distributable reserve.

Restructuring reserve

This reserve is the excess of consideration over net assets acquired in business combinations under common control arising from Group restructuring. This is a non-distributable reserve.

Share-based payment reserve

This reserve represents the cumulative amounts charged in respect of unsettled options issued to employees of the Group. This is a non-distributable reserve.

Loss on transactions between owners

This reserve is the accumulated loss arising from transactions between parent and non-controlling interest shareholders.

Foreign exchange translation reserve

This reserve is the accumulated exchange gains and losses arising from the translation of foreign operations from those operations’ functional currencies to the Group’s reporting currency. It is a non-distributable reserve.

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Non-controlling interest

12 Months Ended

Dec. 31, 2021

Non-Controlling Interests [Abstract]

Non-controlling interest

27.Non-controlling interest

	2021	2020	2019
	$’000	$’000	$’000
Balance at January 1	14,216	—	—
Non-controlling interest arising on business combinations ( refer to note 31) *	132,407	14,927	—
Loss for the period	(289)	(688)	—
Other comprehensive loss	(3,381)	(23)	—
Balance at December 31	142,953	14,216	—

* Includes non-controlling interest arising on subsequent asset acquisitions on business combination transactions.

In November 2021, the Group completed a deal with TIM S.A. to acquire a controlling interest in FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) incorporated and with it’s principal place of business in Brazil. The Group owns a 51% (same proportion voting rights) stake in I-Systems and TIM the remaining 49%. Refer to note 31 for further information on the business combination.

Set out below is summarized financial information for the I-Systems subsidiary, being the only subsidiary that has non-controlling interest that is material to the group. The amounts disclosed are before inter-company eliminations.

Summarized balance sheet and cash flows	FiberCo Soluções de Infraestrutura S.A.
	2021 ($’000)	2020 ($’000)
Current assets	101,033	—
Current liabilities	19,357	—
Current net assets	81,676	—
Non-current assets	237,030	—
Non-current liabilities	480	—
Non-current net assets	236,550	—
Net assets	318,226	—
Cash flows generated from operating activities	6,056	—
Cash flows used in investing activities	(18,771)	—
Cash flows generated from financing activities	41,965	—
Net increase in cash and cash equivalents	29,250	—
Loss allocated to non-controlling interest during the period	(1,637)	—
Accumulated non-controlling interest at the end of the year	125,198	—

In February 2020, the Group, via IHS GCC KW Holding Limited (“IHS GCC KW”) a subsidiary of the Group, entered into an agreement to purchase 1,620 towers from Mobile Telecommunications Company K.S.C.P. (“Zain”). As part of the agreement, Zain subscribed for shares in IHS GCC KW representing 30 per cent of the share capital of IHS GCC KW  by issuing a loan note to IHS GCC KW. Refer to note 31 for further information on the business combination.

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Share-based payment obligations

12 Months Ended

Dec. 31, 2021

Share-based payment obligations

Share-based payment obligations

28.Share-based payment obligations

The terms of the IHS share-based payment plans for employees were amended on July 10, 2019.

Prior to July 10, 2019, IHS maintained four share-based payment plans for employees. The long-term incentive plan 1 (the “LTIP1”), long-term incentive plan 2 (the “LTIP2”), long-term incentive plan 2B (“LTIP 2B”) and long-term incentive plan 3 (“LTIP3”) are granted in three tranches, each with a different exercise price, and provided for the grant of stock options exercisable for Class A or B ordinary shares. The exercise price represented the higher of two fixed per share amounts, one of which increased by a fixed percentage per number of years that had passed since the grant date. The options either vested in 25% portions, starting on the grant date (i.e. immediately) and every grant anniversary date thereafter until fully vested (i.e. every year until the end of the third year) or in 33% portions, starting on the first grant anniversary date and

every grant anniversary date thereafter until fully vested (i.e. every year until the end of the third year). Once vested, the options were not exercisable until the occurrence of a liquidity event (i.e. sale or listing). However, terminated employees with vested options could be cash-settled as applicable. The options were valid for seven or twelve years, after which they expired.  Upon the occurrence of a liquidity event, all unvested options immediately vested and became exercisable.

Prior to July 10, 2019, the Company’s LTIP1, LTIP2, LTIP2B and LTIP3 plans could be cash or equity settled, as applicable. However, the Company had a constructive obligation to settle in cash and thus the options were accounted for as cash-settled instruments pursuant to IFRS 2, and accordingly, a liability equal to the portion of the services received was   recognized at its current fair value determined at each statement of financial position date.

On July 10, 2019, the terms of the share option plans were amended such that the exercise prices of the share option were removed and the number of shares options an option holder will receive was reduced on a pro-rata basis (taking into account their relative values). The amended terms are:

● No exercise price.

● On a liquidity event (sale or IPO), the options will be converted and replaced with a fixed pool of shares.

● In the event of a Sale option holders will receive the entirety of their options in shares.

● In the event of an IPO:

● Option holders will be awarded two thirds (66.7%) of their options as shares.

● Option holders will further be entitled to receive up to an additional 33.3% of their shares subject to achieving the performance conditions below:

- 50% issued annually if the Group achieves 5% Adjusted EBITDA growth and Adjusted funds from operations (“AFFO”) growth compared to the prior 12 month period where AFFO is defined as the profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of property, plant and equipment and prepaid land rent, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, exceptional items income, exceptional items expense and other non-operating income and expenses, amortization of prepaid site rent, adjusted to take into account interest paid, interest income received, revenue withholding tax, income taxes paid, lease payments made, amortization of prepaid site rent, maintenance capital expenditures and corporate capital expenditures

- 50% issued annually on a sliding scale basis for Adjusted EBITDA growth and AFFO growth between 5 and 10% compared to the prior 12 month period.

The amendment also resulted in a change in classification from cash-settled to equity-settled. Accordingly, the liability that existed before July 10, 2019 was derecognized and the revised value of the vested share options recognized in equity. The value of the unvested portion will be recognized in the profit and loss over the vesting term with the corresponding credit being recognized in equity.

No share options expired during the year.

On October 14, 2021 the Company announced the pricing of its initial public offering on the New York Stock Exchange (NYSE). In accordance with the terms above option holders were awarded two thirds (66.7%) of their options as shares. 50% of the remaining third (33.3%) will be awarded in the year ended December 2022 as the performance conditions stated above have been met. The other 50% of the remaining third will be awarded in December 2023 if the performance conditions stated above are met.

The total charge to the profit or loss in the year is analyzed as follows:

	2021	2020	2019
	$’000	$’000	$’000
Credit under cash settled classification to the date of amendment	—	—	(25,922)
Immediate charge on amendment for options vested at date of amendment	—	—	363,302
Expense under equity settled classification from date of amendment	11,780	8,342	13,674
	11,780	8,342	351,054

(i) Movements in the number of share options outstanding

	2021
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,749	15,350	4,595	56
Issued	94	10	55	—
Forfeited	(43)	—	(39)	—
Exercised during the period *	(2,533)	(10,240)	(3,074)	(37)
At December 31	1,267	5,120	1,537	19
*Relates to the number of options converted to shares as a result of the IPO.

	2020
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,659	15,360	4,612	51
Issued	149	—	—	5
Forfeited	(59)	(10)	(17)	—
At December 31	3,749	15,350	4,595	56

On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The movements in the number of share options outstanding is based on the new number of shares. Refer to note 25 for further information.

(ii)The valuation assumptions used to carry out the valuation of the scheme

The share option plans have been valued using a Black Scholes model, an approach that is commonly used for similar IFRS 2 valuations.

Valuation assumptions

At the modification date of July 10, 2019, since the exercise price term was amended to $Nil and dividends were not expected to be paid in the near future, the options were deep in the money and the Black Scholes model returns the value of the share price for the value of the option. The share price assumption used was $22.04. A forfeiture rate of 10% and 5% was assumed for the LTIP1 and LTIP2 plans respectively and 0% for LTIP2B and LTIP3. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

On March 9, 2020, 120,228 options were issued. They were valued at $2.2 million at issue using a share price assumption of $21.20. Forfeiture rates of 0%, 5% and 10% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

On July 14, 2020, 33,405 options were issued. They were valued at $0.7 million at issue using a share price assumption of $22.14. Forfeiture rates of 0%, 5% and 10% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

On July 1, 2021 159,369 options were issued. They were valued at $3.7 million at issue using a share price assumption of $23.19. Forfeiture rates of 0% were assumed for the Group’s various long term incentive plans. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and there is very minimal likelihood that dividends will be paid in the near future.

The above information has been adjusted for the reverse share split that took place in October 2021.

(iv)Weighted-average remaining contractual life

Share options were originally granted at dates between June 2014 and September 2018 with a contractual life of 12 years.

The weighted-average remaining contractual life shown in the tables below is simply the period of time from the year end date to the expiry date of each of the options.

At December 31, following the amendment to terms on July 10, 2019, all share options had a nil exercise price.

	2021		2020
	Weighted	Number of	Weighted	Number of
	average	options in force	average	options in force
Year of	remaining	at year end	remaining	at year end
grant	contractual life*		contractual life
2014	0.83	1,039,526	0.49	3,138,844
2015	0.83	5,077,624	6.18	15,232,873
2017	0.83	1,685,317	8.12	5,116,869
2018	0.83	35,737	9.2	107,212
2020	0.83	51,211	6.41	153,633
2021	0.83	53,123	—
		7,942,538		23,749,430

* The current year contractual remaining life has been determined using vesting dates as all options are expected to be exercised on vesting date.

On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The movements in the number of options in force at year end is based on the new number of shares. Refer to note 25 for further information.

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Cash from operations

12 Months Ended

Dec. 31, 2021

Cash from operations

Cash from operations

29.Cash from operations

	2021	2020	2019
	$’000	$'000	$'000
Reconciliation:
Loss before income tax	(8,141)	(152,853)	(409,974)
Adjustments:
Depreciation of property, plant and equipment (note 7 and 8)	344,716	373,247	355,760
Amortization of intangible assets (note 15)	38,166	35,415	28,747
Impairment of property, plant and equipment and prepaid land rent (note 7)	51,113	27,594	21,604
(Reversal of loss allowance)/loss allowance on trade receivables (note 8.1)	(34,031)	13,081	27,944
Impairment of withholding tax receivables (note 8)	61,810	31,533	44,586
Amortization of prepaid site rent	8,321	4,459	3,355
Net (gain)/loss on disposal of plant, property and equipment (note 8)	(2,499)	(764)	5,819
Insurance claim income (note 9)	(6,861)	(14,987)	(3,607)
Interest expense (note 11)	422,034	633,766	288,915
Interest income (note 10)	(25,522)	(148,968)	(32,258)
Fair value gain on warrants revaluation (note 10)	—	—	(3,787)
Share‑based payment expense (note 28)	11,780	8,342	351,054
(Reversal of impairment)/impairment of inventory	(315)	4,599	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Operating profit before working capital changes	857,900	814,464	678,158
Changes in working capital
Decrease/(increase) in inventory	6,689	(8,482)	(27,069)
Increase in trade and other receivables	(164,382)	(130,265)	(21,093)
Increase/(decrease) in trade and other payables	87,866	(19,018)	30,029
Net movement in working capital	(69,827)	(157,765)	(18,133)
Cash from operations	788,073	656,699	660,025

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Related parties

12 Months Ended

Dec. 31, 2021

Related parties.

Related parties

30Related parties

30.1Subsidiaries

IHS Holding Limited (‘the Parent’) is the ultimate parent of the following related parties at the year-end:

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
IHS Holding Limited (ultimate parent)	Holding company	Cayman Islands	—		—
IHS Mauritius Cameroon Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Côte d’Ivoire Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Netherlands Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Zambia Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Rwanda Limited	Holding company	Mauritius	100	%	100	%
IHS Africa (UK) Limited	Provision of management services	United Kingdom	100	%	100	%
IHS Netherlands Cöoperatief U.A.	Holding company	Netherlands	100	%	100	%
IHS Netherlands Holdco B.V.	Provision of finance	Netherlands	100	%	100	%
IHS Netherlands NG1 B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands NG2 B.V.	Holding company	Netherlands	100	%	100	%
IHS Nigeria Limited	Operating*	Nigeria	100	%	100	%
INT Towers Limited	Operating*	Nigeria	100	%	100	%
IHS Towers NG Limited	Operating*	Nigeria	100	%	100	%
Tower infrastructure Company Limited	Operating*	Nigeria	**		100	%
IHS Côte d’Ivoire S.A.	Operating*	Côte d’Ivoire	100	%	100	%
IHS Cameroon S.A.	Operating*	Cameroon	100	%	100	%
IHS Zambia Limited	Operating*	Zambia	100	%	100	%
IHS Rwanda Limited	Operating*	Rwanda	100	%	100	%
Rwanda Towers Limited	Operating*	Rwanda	100	%	100	%
IHS Kuwait Limited	Operating*	Kuwait	100	%	100	%
IHS Brasil Cessão de Infraestruturas S.A.	Operating*	Brazil	100	%	100	%
IHS Towers Colombia S.A.S	Operating*	Colombia	100	%	100	%
IHS Peru S.A.C.	Operating*	Peru	100	%	100	%
San Gimignano Imoveis e Adminsitracao Limitada	Provision of land management*	Brazil	100	%	100	%
Nigeria Tower Interco B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands GCC B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands KW B.V.	Holding company	Netherlands	**		100	%
IHS Netherlands KSA B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC Limited	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands Connect B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC KW Holding Limited	Provision of management services	United Arab Emirates	70	%	100	%
IHS FinCo Management Limited	Provision of finance	United Arab Emirates	100	%	100	%
Global Independent Connect Limited	Operating*	Nigeria	100	%	100	%
IHS KSA Limited	Operating*	Kingdom of Saudi Arabia	100	%	100	%
IHS SSC FZE	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands RSA B.V	Holding company	Netherlands	100	%	100	%
IHS Netherlands BR B.V	Holding company	Netherlands	100	%	100	%
IHS South Africa Holding Proprietary Limited	Holding company	South Africa	100	%	**	%
IHS Towers South Africa Proprietary Limited	Operating*	South Africa	100	%	**	%
IHS Netherlands PHP B.V	Holding company	Netherlands	100	%	100	%
IHS Towers Inc.	Provision of management services	United States of America	100	%	**	%
IHS Netherlands EGY B.V.	Holding company	Netherlands	100	%	**	%
IHS Telecom Tower Egypt S.A.E.	Operating*	Egypt	80	%	**	%
Skysites Americas Ltda	Operating*	Brazil	100	%	**	%
Wi-Fi Mundial Ltda.	Operating*	Brazil	100	%	**	%
Topázio Empreendimentos Imoliliarios Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil Participações Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil - Cessão de Infraestruturas Ltda.	Operating*	Brazil	100	%	**	%
Fiberco Soluções de Infraestrutura S.A.	Operating*	Brazil	51	%	**	%
Centennial Towers Colombia S.A.S.	Operating*	Colombia	100	%	**	%
Polar Breeze Colombia S.A.S	Operating*	Colombia	100	%	**	%

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
Centennial Towers Brasil Cooperatief U.A.	Holding company	Brazil	100	%	**	%
Centennial Towers of Brasil B.V.	Holding company	Brazil	100	%	**	%
Centennial Towers of Colombia Ltd.	Operating*	Colombia	100	%	**	%
IHS Centennial Brasil Torres de Telecomunicacoes Ltda	Operating*	Brazil	100	%	**	%
Polar Breeze Empreendimentos Ltda.	Operating*	Brazil	100	%	**	%

*      All operating subsidiaries provide telecommunication support services as their principal activity.

** IHS Towers Netherlands Finco NG B.V. was liquidated at December 31, 2020.

The shares of the Parent are widely owned by various investors. No investor has the full controlling right over the Company.

30.2Key management personnel

The compensation paid or payable to key management for employee services is shown below:

	2021	2020	2019
	$’000	$’000	$’000
Key management compensation
Short‑term employee benefits	25,537	13,671	20,154
Post‑employment benefits	105	105	61
	25,642	13,776	20,215
Share-based payments	9,795	6,029	343,285
	35,437	19,805	363,500

Key management during in the year ended December 31, 2021 included members of the Executive team (Sam Darwish, William Saad, Adam Walker, Mustafa Tharoo, David Ordman, Mohamad Darwish, Ayotade Oyinlola and Steve Howden)  and Non-Executive Directors.

On January 4, 2022 and February 28, 2022 Bill Bates and Colby Synesael were appointed to the Executive Committee, respectively and will be included in key management in 2022.

In the prior year, James Goodwin and Ted Manvitz also formed part of the Executive team for part of the year but left the Company during 2019 and termination benefits of $3.2 million (included in short term benefits above) were paid to them.

30.3Other related party transactions and balances

During the year ended December 31, 2021, DAR Telecom Consulting LLC (“DAR Telecom”) was paid $1,125,384 (2020 - Nil, 2019 - $ 2,588,087) for services provided by Mr Sam Darwish, the Chairman & Group Chief Executive Officer. DAR Telecom is controlled by Mr Darwish. These amounts are included in Key Management Compensation.

During the year ended December 31, 2021, DAR Telecom invoiced the Group for medical insurance premiums it had paid on behalf of the Group for $85,163 (2020 - $85,338, 2019 - $111,136). Included in these amounts are $38,330 (2020 - $36,648, 2019 - $38,341) that relate to Mr Darwish and are included in Key Management Compensation.

During the year ended December 31, 2021, the Group incurred costs on behalf of Mr Darwish of $551,574 (2020 - $196,340, 2019 - $23,556) which were subsequently repaid by DAR Telecom.

At December 31, 2021, the Group had a receivable of $551,574 (2020 - Nil) from DAR Telecom which was repaid on February 24, 2022.

During the year ended December 31, 2021 the Group was provided corporate administration services by CKLB International Management Limited (“CKLB”) and paid fees of $300,935 (2020 - $252,615, 2019 - $242,100). Mr Christian Li and Mrs Kathleen Lai, who served as directors of IHS Holding Limited until October 13, 2021, are directors of CKLB.

There were no other material transactions or balances between the Group and its key management personnel or members of their close family.

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Business Combinations

12 Months Ended

Dec. 31, 2021

Business Combinations

Business Combinations

31.Business Combinations

For acquisitions that meet the definition of a business combination, the Group applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Group from the dates of the respective acquisitions. Where acquisitions are completed close to the end of the reporting period accounting for the business combination may be incomplete for valuation of assets and liabilities such that the amounts recognized in the financial statements for the business combination are determined only provisionally. There were three acquisitions during the year ended December 31, 2021. Had these businesses been acquired on January 1, 2021, the amount of revenue and loss after tax for the year ended December 31, 2021 for the Group would have been approximately $1,583 million and $24 million, respectively.

Skysites Holdings S.A.

IHS Holding Limited acquired 100% of the share capital of Skysites Holdings S.A. (“Skysites”), a telecommunications services provider, with related passive infrastructure and ground leases on January 6, 2021. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The goodwill of $26.9 million arising from the acquisition is attributable to the enhanced market presence in Brazil, the complementary service offering and closer alignment to certain customers as it relates to their future deployments. The goodwill recognized is currently expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	2021
	$’000
Gross consideration	40,611
Less: contingent consideration*	(4,169)
Less: cash in business at the date of acquisition	(2,775)
Net cash consideration	33,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	11,276
Land	15
Furniture and office equipment	11
Capital work in progress	535
Customer related intangible asset	4,703
Right of use asset	9,675
Trade and other receivables	713
Trade and other payables	(1,132)
Provisions for other liabilities and charges	(2,548)
Lease liabilities	(10,071)
Deferred tax	(2,205)
Total identifiable net assets acquired	10,972
Goodwill	26,864
Revenue — post‑acquisition	4,041
Loss — post‑acquisition	(142)

*Contingent consideration consists of $4.2 million of consideration due at a future date which is recognized at fair value on the date of acquisition. The contingent consideration relates to a pay-out if a certain number of sites were rolled out post-acquisition and the quality of the acquired sites. As at December 31, 2021 certain contingencies were not met and $1.3 million of the contingent consideration was released to the consolidated statement of loss and other comprehensive income in 2021, refer to note 9. $2.9 million remains as contingent consideration.

Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A.

IHS Holding Limited acquired 100% of the share capital of Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. (together “Centennial”), a telecommunications services provider, with related passive infrastructure and ground leases in two parts, on March 19, 2021 and on April 8, 2021, respectively. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The goodwill of $11.7 million and $36.5 million arising from the Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. acquisitions respectively, is attributable to the enhanced market presence in Brazil and Colombia and closer alignment to certain customers in those markets as it relates to their future deployments. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	Brazil	Colombia	Total
	2021	2021	2021
	$’000	$’000	$’000
Gross consideration	93,900	47,051	140,951
Less: cash in business at the date of acquisition	(260)	(659)	(919)
Net cash consideration	93,640	46,392	140,032
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	43,890	14,074	57,964
Land	407	546	953
Furniture and office equipment	65	17	82
Capital work in progress	628	500	1,128
Right of use asset	22,273	9,761	32,034
Customer related intangible asset	35,422	32,599	68,021
Network related intangible asset	594	321	915
Software	495	1	496
Trade and other receivables	2,363	3,023	5,386
Trade and other payables	(1,471)	(3,646)	(5,117)
Provisions for other liabilities and charges	(5,272)	(527)	(5,799)
Lease liabilities	(24,028)	(10,458)	(34,486)
Tax payable	(2,809)	(625)	(3,434)
Deferred tax	(15,374)	(10,907)	(26,281)
Total identifiable net assets acquired	57,183	34,679	91,862
Goodwill	36,457	11,713	48,170
Revenue — post‑acquisition			9,515
Loss — post‑acquisition			(3,961)

FiberCo Soluções de Infraestrutura S.A.

IHS Netherlands BR B.V. (“IHS BR BV”), a subsidiary of IHS Holding Limited, completed a deal with TIM S.A to acquire a controlling interest in FiberCo Soluções de Infraestrutura S.A. (“I-Systems”) on November 16, 2021. This includes TIM secondary fiber network and assets as well as the provision of fiber optic infrastructure services as an Open Fiber Network Service Provider. FiberCo will operate under the name of I-Systems. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

IHS owns a 51% stake in I-Systems and TIM the remaining 49%. The initial asset base of I-Systems includes TIM’s secondary network infrastructure, covering 3.5 million Fiber-to-the-Home and 3.4 million Fiber-to-the-Cabinet households, resulting in a total of 6.4 million households covered (allowing for 570 thousand homes of overlapping coverage). I-Systems is responsible for the deployment of new secondary fiber infrastructure for TIM, and the operation and maintenance of all such fiber infrastructure. TIM continues as the anchor tenant across the network under a long-term master services agreement. Certain services will be provided to I-Systems by TIM under a Transition Services Arrangement.

The accounting for the business combination is incomplete for valuation of all assets, liabilities and contingent consideration. The amounts recognized in the financial statements for the business combination thus have been determined only provisionally with no value attributed to separately identifiable acquired intangible assets and network assets recognized at the original depreciated cost to I-Systems as management’s current best estimate of fair value.

The provisional goodwill of $173.8 million arising from the I-Systems acquisition is largely attributable to customer relationships and the entry into a new service offering for IHS. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of income/(loss) and other comprehensive income/(loss).

	2021
	$’000
Gross consideration*	266,739
Less: deferred consideration	(64,474)
Net cash consideration	202,265
Capital injection**	42,996
Identifiable assets acquired and liabilities assumed:
Network assets	220,950
Cash	44,872
Capital work in progress	3,832
Software	539
Trade and other receivables	8,498
Trade and other payables	(5,764)
Loans payable	(6,457)
Total identifiable net assets acquired	266,470
Non-controlling interest	130,570
Goodwill	173,835
Revenue — post‑acquisition	5,426
Loss — post‑acquisition	(3,341)

* Excluding contingent consideration subject to completion of business combination accounting.

** The capital injection relates to a payment made to I-Systems for the issuance of new share capital as part of the acquisition agreement to achieve the agreed shareholding structure post acquisition.

IHS Kuwait Limited

In the 2020 financial year IHS GCC KW Holding Limited (‘IHS GCC KW’), a subsidiary of IHS Holding Limited completed the first two stages of the acquisition of 1,620 towers from Mobile Telecommunications Company K.S.C.P. (‘Zain Kuwait’) comprising 1,162 towers. During April and October 2021 IHS GCC KW completed the third and fourth stages of the acquisition of 1,620 towers from Zain Kuwait comprising 67 and 126 towers respectively.

The remaining 265 towers are managed and operated under a Managed Services agreement until such time as these towers can legally be transferred. IHS GCC KW transferred the purchase right to IHS Kuwait Limited for the Construction, Erection and Maintenance of Wired and Wireless Communication and Radar Towers and Stations / With Limited Liability (‘IHS Kuwait’) who operates the towers as a standalone business. As part of the agreement, IHS Kuwait also assumed existing supplier contracts and land leases, allowing it to apply the Group business processes and deliver services immediately after the assignment of the towers. As part of the agreement, Zain Kuwait subscribed for shares in IHS GCC KW representing 30 per cent of the share capital of IHS GCC KW by issuing a loan note to IHS GCC KW. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The initial transaction completed during 2020 met the definition of a business as defined, and was accounted for as a business combination. The towers acquired in the two stages during 2021 are accounted for as asset acquisitions.

The goodwill of $13.1 million arising from the acquisition in 2020 is attributable to the entry into a new geographical market for IHS, the application of the Group’s expertise and processes which is anticipated to deliver additional value from the acquired assets through high service levels, and value in customer related intangible assets beyond their contractual life.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition dates of the 1,162 towers acquired in 2020 and the 193 towers acquired in 2021, and the amounts of revenue and loss of the acquiree since the acquisition date included in the consolidated statement of loss and other comprehensive income.

	2021	2020
	$’000	$’000
Gross consideration	12,248	117,367
Less: consideration received in exchange for a retained 30% interest (by Zain Kuwait) in IHS GCC KW	(1,837)	(14,927)
Net consideration for 70% controlling interest in the acquired towers	10,411	102,440
Less: contingent and deferred consideration (note payable to Zain)*	—	(25,202)
Net cash consideration for 70% controlling interest	10,411	77,238
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	7,902	33,061
Right of use assets	—	10,372
Customer related assets	5,449	41,878
Network-related assets	1,877	14,424
Trade and other receivables	872	14,318
Trade and other payables	(3,852)	(1,249)
Lease liabilities	—	(8,580)
Total identifiable net assets acquired (at 100%)	12,248	104,224
Goodwill	—	13,143
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	12,248	104,224
Shareholder funding provided by the Group and external debt**	(6,124)	(48,730)
Settlement for lease prepayment funded post acquisition	—	(5,738)
Total identifiable net assets acquired for purposes of non-controlling interest	6,124	49,756
Non-controlling interest portion of above at 30%	1,837	14,927
Revenue — post‑acquisition	n.a.	21,713
Loss — post‑acquisition	n.a.	(2,466)

* Contingent and deferred consideration consists of $25.2 million of consideration due at a future date which is recognized at fair value on the date of acquisition. The deferred consideration was payable within 18 months from the completion of the transaction and was paid during 2021. The contingent consideration was potentially payable within 24 months from the completion of the transaction, or earlier, should the Group enter into other tower acquisitions in MENA. The contingencies were not met and the contingent consideration was released to the consolidated statement of loss and other comprehensive income in 2021, refer to note 9.

**This was shareholder funding provided by the Group and recorded as short term liabilities in IHS GCC KW. These funds were loaned to IHS Kuwait to fund the acquisition of the towers from Zain. This short term liability was subsequently replaced by external debt (refer to note 22).

IHS Brasil Cessão de Infraestruturas S.A.

IHS Holding Limited acquired 100% of the share capital of IHS Brasil Cessão de Infraestruturas Limitada, a telecommunications infrastructure services provider, with related passive infrastructure and ground leases on February 18, 2020. The acquisition is consistent with the Group’s strategy to expand in selected geographic areas.

The goodwill of $218.9 million arising from the acquisition is attributable to the entry into a new geographical market for IHS, and value in customer related intangible assets beyond their contractual life. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date, and the amounts of revenue and profit of the acquiree since the acquisition date included in the consolidated statement of income and other comprehensive income.

	2020
	$’000
Gross consideration	506,778
Less: cash in business at the date of acquisition	(41,111)
Net cash consideration	465,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	111,327
Land and buildings	566
Furniture and office equipment	305
Capital work in progress	4,970
Right of use asset	119,339
Customer related intangible asset	282,412
Network-related assets	22,407
Other intangible assets	33
Deferred tax assets	8,347
Trade and other receivables	14,615
Trade and other payables	(24,123)
Income tax payable	(1,538)
Borrowings	(46,356)
Provisions for other liabilities and charges	(15,437)
Lease liabilities	(123,071)
Deferred tax liabilities	(107,016)
Total identifiable net assets acquired	246,780
Goodwill	218,887
Revenue — post‑acquisition	30,185
Loss — post‑acquisition	(296)

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Acquisition of MTN telecom towers in South Africa

12 Months Ended

Dec. 31, 2021

Business Combinations

Disclosure of acquisition of MTN Telecom Towers in South Africa

32.         Acquisition of MTN telecom towers in South Africa

On November 17, 2021, the Company signed an agreement with MTN South Africa (“MTN South Africa”) to acquire its tower portfolio comprising 5,709 towers and for the provision of power services to MTN South Africa at approximately 13,000 sites (including the acquired sites). The portfolio of 5,709 sites currently has a colocation rate of 1.2x. Under the terms of the agreement, MTN South Africa will also provide a multi-year commitment for a portion of its new towers to be built by the Company. The consideration is expected to be ZAR6.4 billion on a debt-free and cash-free basis subject to customary post-closing price adjustments. The transaction will be financed through a combination of cash on hand and / or drawing on available facilities. The Group expects to account for its acquisition as a business combination under IFRS 3.

MTN is a subsidiary of MTN Group Limited (“MTN Group”). MTN Group is IHS’ largest shareholder by beneficial ownership, owning 26.0% of IHS via Mobile Telephone Networks (Netherlands) B.V. or affiliates of MTN Group. MTN Group does not receive non-public information and is not represented on our Board or any Board Committees.

The transaction is expected to close in the first or second quarter of 2022 subject to customary regulatory approvals and closing conditions.

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Capital commitments and contingent liabilities

12 Months Ended

Dec. 31, 2021

Capital commitments and contingent liabilities.

Capital commitments and contingent liabilities

33Capital commitments and contingent liabilities

33.1Capital commitments

The Group was committed to the purchase of property, plant and equipment of about $206.7 million as at December 31, 2021 (2020: $109.9 million).

33.2Contingent liabilities

The Group has contingent liabilities in respect of legal claims arising in the ordinary course of business. The Group reviews these matters in consultation with internal and external legal counsel to determine on a case-by-case basis whether a loss from each of these matters is probable, possible or remote.

The Group’s possible contingent liabilities in respect of litigations and claims amounted to $2.0 million at the end of the reporting period (2020: $2.6 million).

Based on legal advice received, the Group’s liability is not considered probable, thus no provisions have been made in these financial statements.

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Events after the reporting period

12 Months Ended

Dec. 31, 2021

Events after the reporting period

Events after the reporting period

34.Events after the reporting period

(a)          Acquisition of São Paulo Cinco Locação de Torres Ltda. (“SP5”)

On January 21, 2022, the Company (via its subsidiary IHS Brasil – Cessão de Infraestruturas S.A.) signed an agreement to acquire 100% of São Paulo Cinco Locação de Torres Ltda. (“SP5”), a Grupo Torresur (“GTS”) portfolio company.
The SP5 portfolio includes 2,115 towers across Brazil. The purchase price of the transaction, on a cash and debt free basis, is $315 million.

The Group expects to account for this acquisition as a business combination under IFRS 3.

The transaction is expected to close imminently.

(b) New employee share-based payment scheme

On February 4, 2022, a total of 1,147,500 options were issued as part of the new employee share-based payment plan.  The plan will be deemed equity settled and comprise of:

◾ Restricted stock units, which do not include performance conditions and vest on a straight-line basis over three years

◾ Performance stock units, with a Recurring Leverage Free Cash Flow target and a cumulative total shareholder return target. Recurring Leverage Free Cash flow target is a non-market-based performance condition, assessed annually over a three-year period. A cumulative total shareholder return target is market-based, will be valued based on a Monte Carlo model for a three-year performance period, an approach that is commonly used for IFRS 2 valuations

(c) Legacy employee share-based payment scheme

The performance conditions relating to the 50% of the remaining third (33.3%) of the legacy employee share-based payment scheme (refer to note 28) have been met. 3.9 million shares will be issued in March and April 2022.

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Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of significant accounting policies

Basis of preparation

2.1Basis of preparation

The consolidated financial statements of IHS have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared under the historical cost convention, as modified by financial assets and liabilities (including derivative financial instruments) which are recognized at fair value.

2.1.1Changes in accounting policies and disclosures

(a)New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing January 1, 2021:

● Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7)

● Annual Improvements to IFRS Standards 2018-2020 Cycle

The amendments to standards listed above did not have any material impact on the Group’s financial statements.

(b)New standards, amendments and interpretations not yet adopted by the Group

Certain new accounting standards, interpretations and amendments have been published that are not effective for December 31, 2021 reporting period and have not been early adopted by the Group. They are:

● Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time adopter) (Amendment to IFRS 1)

● Reference to the Conceptual Framework (Amendment to IFRS 3)

● IFRS Standards 2018–2020 (fees in the ‘10 per cent’ test for derecognition of financial liabilities) (Amendment to IFRS 9)

● Classification of liabilities (Amendment to IAS 1)

● Defer the effective date of the January 2020 amendments (Amendment to IAS 1)

● Disclosure of accounting policies (Amendment to IAS 1)

● Deferred tax on leases and decommissioning obligations (Amendment to IAS 12)

● Prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use (Amendment to IAS 16)

● Costs which should be included in the cost of fulfilling a contract when determining whether a contract is onerous (Amendment to IAS 37)

None of the above amendments to standards are expected to have a material effect on the Group’s financial statements.

Consolidation

2.2.Consolidation

(a)Subsidiaries

The consolidated financial statements include the financial information and results of the Company and those entities in which it has a controlling interest. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date the control ceases. All intercompany balances and transactions have been eliminated.

(b)Business Combinations

For acquisitions that meet the definition of a business combination, the Group applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Group from the dates of the respective acquisitions. Any excess of the purchase price paid by the Group over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill and any acquisition related costs are expensed as incurred. The Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

The consideration transferred for the acquisition comprises the fair value of the assets transferred, liabilities incurred, equity interests issued by the Group and any contingent consideration. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

If the Group gains control in a business combination in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognized in profit or loss.

The Group has considered whether any of its business combinations represent a sale and leaseback transaction from a lessor perspective. It has been determined that since the space on towers and associated assets are able to be leased to multiple tenants without restriction, that no such arrangement of the entire tower site portfolio acquired exists.

(c)Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Company.

Segment reporting

2.3Segment reporting

Operating segments are components of IHS’s business activities about which separate financial information is available and reported internally to the chief operating decision maker. The Group’s Executive Committee has been identified as the chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments.

The Group’s Executive Committee consists of: the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, both Deputy CFOs, the IHS Nigeria CEO, and the Chief Human Resource Officer.

Latam and MENA are operating segments effective from February 2020 following the acquisition of IHS Brasil Cessão de Infraestruturas S.A. and IHS Kuwait Limited (refer to note 31). This reflects the way the Company’s chief operating decision maker (‘‘CODM’’) is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities. All reporting to the CODM analyzes performance in this way and resources are allocated on this basis.

Foreign currency translation

2.4Foreign currency translation

(a)Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in US Dollars.

(b)Existence of multiple official exchange rates

During the year ended December 31, 2017, the Central Bank of Nigeria introduced a new foreign exchange window, which includes the NAFEX (Nigerian Autonomous Foreign Exchange Fixing). This resulted in a situation where there are several different official exchange rates in the market, thereby requiring the Company to monitor and evaluate which exchange rate is most appropriate to apply in translating foreign currency transactions in its Nigeria businesses and in translating Naira amounts for Group reporting purposes.

Where multiple official exchange rates exist, the Group assesses the appropriate rate to use and takes into account relevant factors. In the case of translating foreign operations or foreign transactions, such factors include access to those rates in the future to meet payments or dividends. In determining whether it is appropriate to move from one official rate to another, the Group considers the available rates in official markets for settlement of transactions. Refer to note 3 for further information.

(c)Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of income and other comprehensive income within “finance income” or “finance cost.” Foreign exchange gains and losses that relate to other monetary items are

presented in the statement of income and other comprehensive income within “cost of sales,” “administrative expense” and “other income” as appropriate.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities designated as fair value through other comprehensive income are recognized in other comprehensive income.

The subsidiaries based in Nigeria translated their foreign currency transactions into the functional currency, Nigerian Naira, at the Nigerian Autonomous Foreign Exchange Fixing (“NAFEX”) prevailing rate at the date of the transaction. Monetary items and liabilities denominated in foreign currencies were also translated at the NAFEX rate.

The NAFEX rate was between 394.13 and 435.00 during 2021 (2020: 363.2 and 410.25, 2019: 360.4 and 364.7) and at December 31, 2021 was 435.00 (December 31, 2020: 410.25, December 31, 2019: 364.7). Both years experienced a spike in the month of December of that year, with the average rate for December 2021 being 415.6 (2020: 394.3). Refer to note 3 for further information on foreign exchange rate assessment.

The results and financial position of all the Group entities (none of which has the currency of a hyper inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

● income and expenses for each statement of income and other comprehensive income are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

● all resulting exchange differences are recognized in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are taken to other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognized in other comprehensive income.

The results of the subsidiaries based in Nigeria were translated into US Dollars at the NAFEX monthly average exchange rate for income and expenses and the assets and liabilities at the NAFEX closing rate at the date of the statement of financial position with rates as noted above. Refer to note 3 for further information.

Revenue recognition

2.5Revenue recognition

Our revenue is derived from fees paid by our customers for services from our colocation business and its ancillary managed services.

The colocation business involves the lease of space on IHS owned and leased towers, which are shared by various operators and data service providers. Revenue is generated on towers either from anchor tenants (original tenants on towers) or colocation tenants (subsequent tenants) when they install equipment on towers. A portion of colocation arrangements for the rental of space on the towers and other assets on tower sites, on which the use of space is dependent, is within the scope of IFRS 16 Leases. A portion of colocation arrangements for the provision of services and energy charges is within the scope of IFRS 15 ‘Revenue from contracts with customers’ as a provision of service. The Group also offers

ancillary services to manage tenant operations of existing customers on a limited basis. Revenue from such managed services is within the scope of IFRS 15 ‘Revenue from contracts with customers’.

In determining the amounts of colocation revenue from our contracts with customers that fall within the scope of IFRS 15 or IFRS 16, the Group considers whether there are separate performance obligations to which a portion of the transaction price needs to be allocated and revenue recognized separately.

For colocation services the Group determines the transaction price (including lease and non-lease elements) at contract inception and considers the effects of:

● Variable consideration - The contractual price may be subject to service credits, price indexation, discounts provided on site consolidation and discounts associated with site occupancy. All of these items of variable consideration are considered to relate to individual service periods of series performance obligations, or represent contingent rentals, and are therefore recognized in the future periods in which they arise rather than when estimating the transaction price at contract inception.

● The existence of significant financing components - Financing components are not expected to be significant as services and payments are generally in line over the period of the contract.

● Consideration payable to the customer (if any) - Payments to customers (such as rebates and discounts refunded to the customer and payments for exit fees) are deducted from transaction price unless they are payments for a distinct good or service supplied to the Group in return for the payments.

At the date of contract inception, the Group determines the stand-alone selling prices of the performance obligations (including the lease elements of the contract) using a combination of data on observable prices from comparable managed service arrangements, supplemented by the cost plus a margin approach. The Group allocates the transaction price to these non-lease elements of the contract and between performance obligations within the non-lease element of the contract on the basis of relative stand-alone selling price.

Revenue is typically invoiced quarterly in advance except where a deferral of invoicing has been agreed with a customer such as where there is an ongoing dispute over pricing in which case revenue is accrued on the basis of the expected outcome for performance obligations satisfied in the period.  Customer contracts typically require payment within 30 to 60 days.

(a)Colocation services revenue (non-lease)

For non-lease revenue, two separate performance obligations have typically been identified, one in respect of the operation of tower infrastructure and one in respect of the provision of maintenance services and power, with each being a series of performance obligations to stand ready to deliver the required services.

The identification of these two performance obligations does not change the timing of revenue recognition of the non-lease component as both are typically satisfied over the same time period. In limited cases, contracts may provide the customer with a right to purchase additional services at a significant discount. In these cases, the material right is also identified as a performance obligation.

On initial recognition of revenue, the Group assesses the recoverability of revenue and recognizes the revenue, in respect of satisfied performance obligations, which is expected to be recovered. Amounts not expected to be recovered at the point of initial recognition are considered to be variable consideration, contingent upon the receipt of funds from the customer and are therefore subject to measurement constraints as such payments are not wholly within the control of the Group. The assessment of amounts expected to be recovered, and indirectly the variable consideration component, are closely aligned with the assumed credit risk of the customer, determined as part of the assessment of expected credit losses made in accordance with the Group’s IFRS 9 expected credit loss policy as described in note 2.17.4.

(b)Colocation services revenue for which the Group is a lessor

The portion of colocation revenue, for which IHS is the lessor, is treated as a lease. Revenue from these operating lease arrangements, including fixed escalation clauses present in non-cancellable lease agreements is recognized on a straight line basis over the current lease term of the related lease agreements, when collectability is reasonably assured. The duration of these lease arrangements is typically between 5 and 10 years. Escalation clauses tied to the Consumer Price Index (“CPI”) or other inflation based indices, are excluded from the straight line calculation, however, any fixed increases are included.

Revenue is recognized in the accounting period in which the rental income is earned and services are rendered. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue until the criteria for recognition have been met.

(c)Managed services revenue

Revenue from managed services contracts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services.

Revenue is recognized in the accounting period in which the services are rendered by reference to the stage of completion based on the terms of each contract. Services revenues are derived under contracts or arrangements with customers that provide for billings either on a fixed price basis or a variable price basis, which includes factors such as time and expenses. Revenues are recognized as services are performed. Amounts billed or received for services prior to being earned are deferred and reflected in deferred revenue in the accompanying statement of financial position until the criteria for recognition have been met.

Embedded derivatives in revenue contracts

2.6Embedded derivatives in revenue contracts

Certain revenue contracts and subsequent amendments include fees that are priced in $ but are invoiced and settled in the relevant local currency of the operation using foreign exchange rates calculated in accordance with the contractual terms.

Where the contractual foreign exchange rates are reset at regular intervals in arrears, management evaluates and determines at the date of inception, or at the date of material modification, of the contracts whether the reset features are closely related to the host contracts or not.

In making the evaluation, management assessed that the $ is a commonly used currency in the local operation, and that the reset interval was sufficiently frequent to approximate the local currency spot exchange rate given economic conditions at that time. Management also considers whether, at the time of inception or material modification, contract rates reference a liquid market exchange rate. If reference rates are assessed as liquid the embedded derivative is assessed as closely related and no accounting bifurcation is made.

Where such fees that are priced in $ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate or an exchange rate which is not referenced to a liquid market exchange rate, this results in an embedded derivative which is not closely related to the host contract and is thus bifurcated, fair valued and disclosed separately. The fair values of these embedded derivatives are determined by reference to the discounted forecast billings under the contractual rates compared to those under the forecast liquid market rates.

Upon initial recognition of the revenue embedded derivative asset or liability, the Group recognizes a contract liability or asset, respectively. The contract liability or asset is released to revenue over the shorter of the term of the contract or the term over which the conditions that result in the embedded derivative expire. The release to revenue is recognized on the same basis that those contractual conditions materialize, to match the release of the contract liability or asset to the recognition of revenue from the underlying contract.

Leases

2.7Leases

The Group is a lessee of various assets, comprising land and building, towers, equipment and motor vehicles. The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The following sets out the Group’s lease accounting policy for all leases with the exception of leases with low-value (i.e. < $5,000) and short term of less than 12 months for which the Group has taken the exemption under the standard and are expensed to profit or loss as incurred.

(a)Lease assets

The Group recognizes right of use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use under the contract). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date (which do not form part of the lease liability value at the commencement date). Right of use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term.

The right-of-use assets are tested for impairment in accordance with IAS 36 “Impairment of Assets”.

(b)Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of all remaining lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments where the contracts specify fixed or minimum uplifts) and variable lease payments that depend on an index or a rate.

The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

Due to the nature of our leased assets the interest rate implicit in the lease is usually not readily determinable, the Group therefore uses the incremental borrowing rate in calculating the present value of lease payments at the lease commencement date. The incremental borrowing rate is calculated using a series of inputs, including: a local currency cost of debt for each country based on local borrowing (or where not available, an inflation adjusted US$ cost of debt which encompasses the country specific adjustment), an adjustment for the duration of the referenced borrowings to arrive at an interest rate for a one-year facility, and an adjustment for the lease term based on local government, US or Eurozone bond yields, as appropriate in the context of each country’s debt markets.

The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised and any periods covered by an option to terminate the lease, if it is reasonably certain that the termination options will not to be exercised.

The Group has the option under some of its leases to lease the assets for additional periods of up to 10 years. The Group applies judgement in evaluating whether it has a unilateral option to renew the lease for a further period and is reasonably certain to exercise the option to renew (note 3). That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

Cost of sales

2.8Cost of sales

Cost of sales is mainly comprised of power generation costs, depreciation, tower repairs and maintenance costs, operational staff and costs, site rental costs.

Administrative expenses

2.9Administrative expenses

Administrative expenses are costs not directly related to provision of services to customers, but which support our business as a whole. These overhead expenses primarily consist of administrative staff costs (including key management compensation), office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets, net (gain)/loss on disposal of property, plant and equipment and other sundry costs.

Administrative expenses also includes other corporate overhead expenses related to the Group’s acquisition efforts and costs associated with new business initiatives.

Other income

2.10Other income

Other income includes proceeds from insurance claims and the remeasurement of contingent consideration arising from acquisitions.

Interest income

2.11Interest income

Interest income is recognized in profit or loss and is calculated using the effective interest method as set out in IFRS 9.

Property, plant and equipment

2.12Property, plant and equipment

These are mainly towers and towers equipment, fiber telecommunications network cables and equipment, land and buildings, furniture and office equipment, motor vehicles and capital work in progress that are used directly by the Group in the provision of services to customers, or for administrative purposes. The assets are carried at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the assets including amounts related to the cost of future decommissioning and site restoration obligations.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Group and the cost can be measured reliably.

The carrying amount of the replaced asset is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Freehold land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Towers and tower equipment Base station towers (including civil costs and overheads)
•    Base station equipment (including civil costs and overheads)	10-20 years
•    Base station equipment (other equipment)	15 years
•    Base station equipment (rectifier and solar power)	10 years
•    Base station equipment (alarm and battery)	3-5 years
•    Base station equipment (generator & generator overhaul)	1-3 years
Fiber assets
•    Fixed line network equipment (including civil works, duct system, cable system and survey costs)	25 years
•    Outdoor cabinet	10 years
Land and buildings, furniture and office equipment, and motor vehicles
•    Office complex	40 years
•    Furniture and office equipment	3 years
•    Motor vehicles	4 years

Asset residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period. Where an indication of impairment exists, an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss for the period. The Group assesses its property, plant and equipment for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least at the end of every reporting period. Such indicators include changes in the Group’s business plans, changes in diesel prices, evidence of physical damage and technological changes and impacts of obsolescence including those driven by climate change.

Intangible assets and goodwill

2.13Intangible assets and goodwill

Goodwill arises on the acquisition of businesses and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognized directly in profit or loss.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at or below the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognized immediately as an expense and is not subsequently reversed.

(a)Network and customer related intangible assets

Network related intangible assets represent future income from leasing excess tower capacity to new tenants. Customer related intangible assets represent customer contracts and relationships. Network and customer-related intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Network and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of network and customer related intangible assets over their estimated useful lives of 14-26 years (2020: 14-20 years, 2019: 14-16 years) and 5-37 years (2020: 5-30 years, 2019: 5-30 years) respectively. The remaining amortization period for network and customer related assets are between 5-26 years (2020: 6-26 years, 2019: 7-10 years) and 21-36 years (2020: 1-27 years, 2019: 1-26 years) respectively.

(b)Licenses

Separately acquired licenses are shown at historical cost. Licenses acquired in a business combination are recognized at fair value at the acquisition date. Licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over their estimated useful lives of 3-15 years (2020: 3-15 years, 2019: 3-15 years).

(c)Computer software

Costs associated with maintaining computer software programs are recognized as expenses as incurred. Acquired computer software licenses are capitalized at the cost incurred to acquire and bring into use the software. Amortization is calculated using the straight-line method over their estimated useful lives of three to five years.

Impairment of nonfinancial assets

2.14Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired (note 3). Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Inventories

2.15Inventories

Inventories are stated at the lower of cost and estimated net realizable value. Cost comprises direct materials costs and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first-in, first-out method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. If the carrying value exceeds net realizable amount, a write down is recognized. The write-down may be reversed in a subsequent period if the circumstances which caused it no longer exist. In other instances, where the net realizable value of an inventory item is not readily determinable, management assesses the age and the risk of obsolescence of such items in determining net realizable value of such items using an appropriate age/obsolescence factor model.

Financial assets

2.16Financial assets

2.16.1Classification

The Group classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss), and

● those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. The Group reclassifies debt investments when and only when its business model for managing those assets changes.

2.16.2Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

2.16.3Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

a)Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group measures its debt instruments at amortized cost as assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of income and other comprehensive income.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are reflected within borrowings in current liabilities in the statement of financial position.

b)Equity instruments

The Group subsequently measures all equity investments at fair value. The Group has elected to present fair value gains and losses on equity investments in OCI. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

2.16.4Impairment

The Group evaluates each customer individually for the purpose of estimating the impairment at the reporting date rather than using a portfolio approach. The Group has limited history of losses and given the short duration of receivables, the Group uses the experienced credit judgement (ECJ) approach to estimate the impairment of trade receivables in accordance with the expected credit loss (ECL) requirement of IFRS 9.

The ECJ approach assesses the credit risk of the customer at the reporting date to evaluate the customer’s capacity to meet its contractual cash flow obligations in the near term and combines this with an evaluation of the impact of changes in economic and business conditions on the customer’s ability to pay.

Financial liabilities

2.17Financial liabilities

2.17.1 Classification

The Group’s financial liabilities are classified at amortized cost. Financial liabilities are recognized initially at fair value and inclusive of directly attributable transaction costs. The Group’s financial liabilities are borrowings and trade and other payables.

(a)Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the statement of income and other comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

A day one gain or loss on a related party loan at a non-market interest rate is included in investments.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in the statement of income and other comprehensive income as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in the statement of income and other comprehensive income, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(b)Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Derivative financial instruments

2.18Derivative financial instruments

Derivatives are financial instruments that derive their value from an underlying price or index. A derivative instrument gives one party a contractual right to exchange financial assets and financial liabilities with another party under conditions that are potentially favorable or financial liabilities with another party under conditions that are potentially unfavorable. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period.

Where we have an obligation to purchase non-controlling interest that will be settled for a variable number of own shares, rather than cash, another financial asset, or a fixed number of shares, our policy is to treat this as a derivative transaction and measure it at fair value in the statement of income.

Embedded derivatives

2.19Embedded derivatives

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates or other variable (provided in the case of a non-financial variable that the variable is not specific to a party to the contract).

An embedded derivative is only separated and reported at fair value with gains and losses being recognized in the statement of income and other comprehensive income when the following requirements are met:

● where the economic characteristics and risks of the embedded derivative are not clearly and closely related to those of the host contract;

● the terms of the embedded derivative are the same as those of a stand-alone derivative; and

● the combined contract is not held for trading or designated at fair value through profit or loss.

The Group’s listed bonds include embedded put and call features which are bifurcated at the time of issuance of the bonds.

The Group has analyzed the 2027 Notes issued in September 2019 along with the 2026 and 2027 notes issued in November 2021 and has identified free standing call and put options embedded in the listed bonds that required separate valuation.

The Group employed valuation techniques commonly used by market participants to evaluate bonds with embedded options, including discounted cash flow and option pricing models, and makes maximum reference to market inputs. The techniques adopted include the major factors that market participants would consider in setting a price and are consistent with accepted economic methodologies for pricing financial instruments. The options are valued equivalent to an American Receiver Swaption under the Hull & White Model.

A significant portion of the Group’s contracted revenue pricing is denominated in US Dollars and the amount of local currency due is determined by reference to the US Dollar amount invoiced, translated at the spot rate or an average rate to the respective subsidiary. This represents an embedded foreign currency derivative in a host contract.

Management’s judgement is that where fees that are priced in US$ are translated to local currency at the time of billing using a liquid market exchange rate, derivatives are not bifurcated as at the time the contracts are entered into. They are considered closely related to the host contract since they are denominated in a currency that is commonly used in the regions that the Group operates in (US Dollar being a relatively stable and liquid currency that is commonly used for pricing in local business transactions and trade).

Where fees priced in US$ are translated to local currency at the time of billing using a fixed, pre-determined exchange rate, or an exchange rate which is not referenced to a liquid market exchange rate, derivatives are bifurcated at the time the contracts are entered into.

Current and deferred income tax

2.20Current and deferred income tax

(a)Deferred income tax

Deferred income tax is recognized in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax liabilities are not recognized if they arise from initial recognition of goodwill and deferred income tax is not accounted for if it arises from initial recognition of an asset or liability, in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

(b)Current income tax

Current income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Employee benefits

2.21Employee benefits

(a)Defined contribution schemes

The Group operates a number of defined contribution plans which are funded by contributions from the Group and the employees based on the law ruling in each country. The amounts contributed by the Group is recognized as employee benefit expenses and are charged to profit or loss in the period to which the contributions relate. The Group has no further payment obligation once the contributions have been paid. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payment is available.

(b)Short-term employee benefits

Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(c)Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in the statement of income and other comprehensive income in the period in which they arise.

Share-based payments

2.22Share-based payments

The Group operates a number of equity settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. Equity settled share-based payment obligations granted to employees are measured at their fair value (at the date of grant or the date of amendment in the case of modification of terms) and the fair value is recognized as an expense in profit or loss, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions (for example, profitability, sales growth targets are expected to be met), such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date (note 3).

In the event of a modification of the terms of the share-based instruments, if the fair value of the new amended instruments is greater than the fair value of the original instruments as at the modification date, then for options vested at the modification date, the incremental fair value is recognized in profit or loss immediately and for unvested options, the incremental amount is recognized in profit or loss over the remaining vesting period.

In prior periods, and up to the 10 July 2019, the share-based compensation plans operated by the Group were classified and accounted for as cash-settled instruments. Options were measured at their fair value (at the date of grant) and the fair

value was recognized as an expense in profit or loss with a corresponding liability recognized. Cash settled share-based payment liabilities were remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognized in profit or loss. At the end of each reporting period and up to 10 July 2019, the Group revised its estimates of the number of options that were expected to vest based on the non-market vesting conditions and service conditions and recognized the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to liability. Refer to note 28 for further information.

Decommissioning and site restoration obligations

2.23Decommissioning and site restoration obligations

The Group makes provision for any future cost of decommissioning of its telecommunication towers where required by regulation or land lease terms. These costs are expected to be incurred within a period of up to 20 years depending on the term of the leasehold. The Group estimates this provision using existing technology at current prices as quoted by decommissioning experts, escalated at the relevant inflation factor. The inflated decommissioning provision is subsequently discounted to present value using the Group’s incremental borrowing rate for borrowings over the expected term of the leasehold. The timing of each decommissioning will depend on the term of the lease and whether or not the lessor intends to renew the rental contract. A corresponding amount is recognized as part of property, plant and equipment. This is subsequently depreciated as part of the tower. Other than the unwinding discount on the provision, any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding item of property, plant and equipment.

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Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2021

Summary of significant accounting policies

Schedule of property and equipment useful life

Towers and tower equipment Base station towers (including civil costs and overheads)
•    Base station equipment (including civil costs and overheads)	10-20 years
•    Base station equipment (other equipment)	15 years
•    Base station equipment (rectifier and solar power)	10 years
•    Base station equipment (alarm and battery)	3-5 years
•    Base station equipment (generator & generator overhaul)	1-3 years
Fiber assets
•    Fixed line network equipment (including civil works, duct system, cable system and survey costs)	25 years
•    Outdoor cabinet	10 years
Land and buildings, furniture and office equipment, and motor vehicles
•    Office complex	40 years
•    Furniture and office equipment	3 years
•    Motor vehicles	4 years

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Critical accounting estimates and judgements (Tables)

12 Months Ended

Dec. 31, 2021

Critical accounting estimates and judgements

Schedule of of going concern related accounting estimates and judgements

	Assessment	Risk discussion and response
Revenue and profitability	· Limited impact on revenue collections thus far. · Customers continue to perform, and we have not experienced significant deterioration in payments.	· The Group has long-term revenue contracts with its customers amounting to $10.0 billion in contracted revenue. · Our ability to collect revenue from our customers is impacted by our customers’ ability to generate and collect revenues from their operations. Our customers have, in the main, seen an increased demand for their services. · The impact on collections has thus far been limited and the Group remains in constant conversation with customers regarding their liquidity and ability to meet their obligations. · The Group regularly reviews measures for cost savings whilst maintaining its ability to operate effectively and towards strategic goals. · The Group has continued to invest in capital expenditure which supports revenue growth, albeit at lower levels than initially planned for the year ended December 31, 2021, largely affected by a slow down in supply chain. The Group will continue to invest in capital expenditure relating to revenue growth during 2022.
Liquidity	· Sufficient liquidity is available. · No current impact on going concern.	· The Group has cash and cash equivalents of $916 million as at December 31, 2021. · Management has assessed current cash reserves and the availability of undrawn facilities and continues to monitor available liquidity in the context of ongoing operational requirements and planned capital expenditure. · In the context of current commitments and available liquidity, management believes that the going concern assumption remains appropriate. · All of the Group’s operations are cash generative.

	Assessment	Risk discussion and response
Access to USD	· Moderate risk due to decreased availability.	· While there has been a reduction in US Dollar liquidity in the Nigerian market, we were still able to source US Dollars locally to fund our semi-annual coupons during the year, and management remain confident that we will be able to do so for the foreseeable future.
Workforce and internal controls	· Minimal impact to date.	· Employees have returned to office following guidance by local regulations. The periods of remote working have had limited impact on the operation of and management oversight over internal controls which continue to operate effectively. · Operational employees continue to operate in the field while observing strict safety guidelines. · Our IT team monitors the increased risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilises security measures to mitigate such risks.
Supply chain	· Moderate risk due to delays.	· The Group works closely with suppliers and contractors to ensure availability of supplies on site, especially diesel supplies which are critical to many of our operations. · Regular maintenance of our towers continues while observing strict safety guidelines for our employees and our suppliers and contractors.

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Introduction and overview of Groups risk management (Tables)

12 Months Ended

Dec. 31, 2021

Introduction and overview of Group's risk management

Schedule of sensitivity analysis of exchange rates

			Effect on		Effect on		Effect on		Effect on		Effect on
	Effect on		Rwandan		Nigerian		Zambian		Brazilian		Kuwaiti
	Euro		Franc		Naira		Kwacha		Real		Dinar
	$’000		$’000		$’000		$’000		$’000		$’000
2021
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(15,726)		(3,284)		(106,595)		(11,078)		(15,502)		(424)
Effect of US Dollar strengthening on loss	15,726		3,284		106,595		11,078		15,502		424
2020
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(18,652)		(3,522)		(114,799)		(10,808)		(14,302)		(250)
Effect of US Dollar strengthening on loss	18,652		3,522		114,799		10,808		14,302		250
2019
Rate of change	5	%	5	%	5	%	5	%	5	%	5	%
Effect of US Dollar weakening on loss	(11,740)		(6,308)		(104,540)		(9,807)		n.a		n.a
Effect of US Dollar strengthening on loss	11,740		6,308		104,540		9,807		n.a		n.a

Schedule of foreign exchange exposure on inter company loans

	Nigerian	Rwandan	Zambian	Brazilian	Kuwaiti
	Naira	Franc	Kwacha	Real	Dinar	US Dollar
	$’000	$’000	$’000	$’000	$’000	$’000
2021
US Dollar loan	2,037,580	65,679	128,084	310,047	8,476	—
Euro loan	—	—	—	—	—	290,346
2020
US Dollar loan	2,189,385	56,449	119,245	286,032	5,007	—
Euro loan	—	—	—	—	—	331,668

Schedule of foreign exchange risk

	2021	2020
	$’000	$’000
Trade receivables	36,629	18,596
Cash and cash equivalents	43,928	52,569
Trade payables	(28,707)	(34,351)
Borrowings	(211,961)	(258,859)
Net exposure	(160,111)	(222,045)

Schedule of interest rate risk

	2021	2020	2019
	$'000	$'000	$'000
Effect of 1% (2020 and 2019: 1%) increase on post tax loss	6,343	5,850	3,041
Effect of 1% (2020 and 2019: 1%) decrease on post tax loss	(6,079)	(6,035)	(2,681)

Schedule of maximum credit exposure

	2021	2020
	$’000	$'000
Other receivables (note 19)	199,136	85,011
Derivative financial instrument assets (note 18)	165,100	182,691
Trade receivables (net) (note 19)	222,789	200,652
Cash and cash equivalents (note 20)	916,488	585,416
	1,503,513	1,053,770

Schedule of credit risk with banking partners

	2021	2020
	$’000	$'000
Cash and cash equivalents
AAA (F1+)	127,781	15,413
AA+	—	9,407
AA	—	115,810
A+	—	30,576
A (F1)	628,033	216,700
A-	—	25,559
BBB+	—	6,349
BBB	3,143	—
BBB-	162	25
BB	—	6,663
BB-	—	18,469
B+	—	2,809
B	157,277	46,757
B-	—	90,564
C	67	—
Not rated	25	315
	916,488	585,416

Fitch credit ratings

	2021	2020
	$’000	$'000
Other receivables
AA+	—	4,650
B	145,300	4,881
B-	7,418	14,273
BB-	6,665	7,045
Not rated	39,753	54,162
	199,136	85,011

Internal credit ratings

	Internal Credit rating
2021	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	102,931	438	103,369
Not due	37,238	2,712	39,950
0-30 days	15,113	1,419	16,532
31-60 days	25,585	2,824	28,409
61-90 days	8,024	1,964	9,988
Over 90 days	28,941	46,585	75,526
Gross trade receivables	217,832	55,942	273,774
Impairment allowance	(6,682)	(44,304)	(50,986)
Net trade receivables	211,150	11,638	222,788

	Internal Credit rating
2020	First tier	Second tier	Total
	$'000	$'000	$'000
Accrued Revenue	89,138	822	89,960
Not due	18,772	181	18,953
0-30 days	3,616	204	3,820
31-60 days	26,393	883	27,276
61-90 days	2,588	2,254	4,842
Over 90 days	129,056	60,545	189,601
Gross trade receivables	269,563	64,889	334,452
Impairment allowance	(84,219)	(49,581)	(133,800)
Net trade receivables	185,344	15,308	200,652

Schedule of movement in allowance for impairment in respect of trade receivables

	2021	2020	2019
	$'000	$'000	$'000
Opening balance	133,800	133,889	110,615
(Decrease)/Increase in impairment provision	(34,117)	13,081	27,944
Written-off during the year	(67,053)	(2,106)	(5,591)
Foreign exchange	(1,567)	(11,064)	921
	31,063	133,800	133,889

Schedule of contractual undiscounted cash flows of financial liabilities

	Within 1 year	2 - 3 years	4 - 5 years	Over 5 years	Total
	$'000	$'000	$'000	$'000	$'000
2021
Trade payables (note 21)	342,841	—	—	—	342,841
Other payables (note 21)	78,193	312	—	—	78,505
Payroll and other related statutory liabilities (note 21)	53,446	—	—	—	53,446
Lease liabilities (note 23)	54,303	106,015	99,573	440,986	700,877
Bank and bond borrowings	363,345	657,292	1,008,212	1,515,659	3,544,508
	892,128	763,619	1,107,785	1,956,645	4,720,177
2020
Trade payables (note 21)	301,813	—	—	—	301,813
Other payables (note 21)	72,286	9,565	—	—	81,851
Payroll and other related statutory liabilities (note 21)	27,476	—	—	—	27,476
Lease liabilities (note 23)	39,677	152,386	44,294	217,233	453,590
Bank and bond borrowings	292,945	601,981	949,481	1,116,712	2,961,119
	734,197	763,932	993,775	1,333,945	3,825,849

Schedule of net leverage ratios

	2021	2020
	$’000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,203,209
Lease liabilities (note 23)	376,101	314,747
Less: Cash and cash equivalents (note 20)	(916,488)	(585,416)
Net debt	2,068,703	1,932,540
Segment Adjusted EBITDA	926,396	819,014
Management net leverage ratio	2.2x	2.4x

Schedule of financial instruments measured at fair value

	Level 1	Level 2	Level 3	Total
2021	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	11	—	—	11
Embedded options within listed bonds (note 18)	—	165,100	—	165,100
Non-deliverable forwards (NDF) (note 18)	—	(3,771)	—	(3,771)
	11	161,329	—	161,340

	Level 1	Level 2	Level 3	Total
2020	$'000	$'000	$'000	$'000
Fair value through other comprehensive income financial assets	8	—	—	8
Embedded options within listed bonds (note 18)	—	155,196	—	155,196
Non-deliverable forwards (NDF) (note 18)	—	27,495	—	27,495
Embedded derivatives within revenue contracts (note 18)	—	—	(7,285)	(7,285)
	8	182,691	(7,285)	175,414

Schedule of fair value estimation

	2021		2020
	Carrying		Carrying
	value	Fair value	value	Fair value
Financial liabilities	$'000	$'000	$'000	$'000
Bank and bond borrowings (note 22)	2,609,090	2,668,792	2,203,209	2,230,846
	2,609,090	2,668,792	2,203,209	2,230,846

Schedule of financial instruments by category - Assets

Financial assets		Fair value
		through other	Fair value
	Amortized	comprehensive	through profit
	cost	income	or loss	Total
	$'000	$'000	$'000	$'000
2021
Trade receivables (note 19)	222,789	—	—	222,789
Other receivables (note 19)	199,136	—	—	199,136
Cash and cash equivalents (note 20)	916,488	—	—	916,488
Fair value through other comprehensive income financial assets	—	11	—	11
Derivative financial instruments assets (note 18)	—	—	165,100	165,100
	1,338,413	11	165,100	1,503,524
2020
Trade receivables (note 19)	200,652	—	—	200,652
Other receivables (note 19)	85,011	—	—	85,011
Cash and cash equivalents (note 20)	585,416	—	—	585,416
Fair value through other comprehensive income financial assets	—	8	—	8
Derivative financial instruments assets (note 18)	—	—	182,691	182,691
	871,079	8	182,691	1,053,778

Schedule of financial instruments by category - Liabilities

Financial liabilities		Fair value
		through profit
	Amortized cost	or loss	Total
	$'000	$'000	$'000
2021
Bank and bond borrowings (note 22)	2,609,090	—	2,609,090
Trade payables (note 21)	342,841	—	342,841
Other payables (note 21)	78,505	—	78,505
Derivative financial instruments liabilities (note 18)	—	3,771	3,771
Lease liabilities (note 23)	376,101	—	376,101
	3,406,537	3,771	3,410,308
2020
Bank and bond borrowings (note 22)	2,203,209	—	2,203,209
Trade payables (note 21)	301,813	—	301,813
Other payables (note 21)	72,286	—	72,286
Derivative financial instruments liabilities (note 18)	—	7,285	7,285
Lease liabilities (note 23)	314,747	—	314,747
	2,892,055	7,285	2,899,340

Schedule of reconciliation of Level 3 fair value measurements of financial instruments

	2021	2020
	$'000	$'000
Opening balance at January 1	7,285	—
Recognition of embedded derivatives within revenue contracts	—	7,575
Change in fair value	(7,231)	(169)
Foreign exchange translation impact	(54)	(121)
Closing balance at December 31	—	7,285

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Segment reporting (Tables)

12 Months Ended

Dec. 31, 2021

Segment reporting

Schedule of summarized financial information

Summarized financial information for the year ended December 31, 2021 is as follows:

2021	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,146,732	343,945	59,706	29,347	—	1,579,730
Segment Adjusted EBITDA (note 4(e))	783,544	190,654	42,688	13,085	(103,575)	926,396
Depreciation and amortization (note 7 and 8)						(382,882)
Net gain on disposal of property, plant and equipment (note 8)						2,499
Insurance claims (note 9)						6,861
Impairment of withholding tax receivables in Nigeria						(61,810)
Business combination costs						(15,779)
Impairment of property, plant and equipment and prepaid rental (note 7)						(51,113)
Reversal of provision for decommissioning costs						2,671
Listing costs						(22,153)
Other costs (a)						(15,752)
Share‑based payment expense (note 8)						(11,780)
Finance income (note 10)						25,522
Finance costs (note 11)						(422,034)
Other non-operating income						11,213
Loss before income tax						(8,141)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	677,226	—
- In the normal course of business	318,971	56,291	103,338	20,725
Segment assets	2,038,376	1,024,347	1,385,224	173,888
Segment liabilities	745,944	494,236	342,181	100,947

(a) Other costs for the year ended December 31, 2021 included non-recurring professional costs related to financing of $15.1 million and aborted transaction costs of $0.7 million.

Summarized financial information for the year ended December 31, 2020 is as follows:

2020	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,037,836	313,416	30,185	21,712	—	1,403,149
Segment Adjusted EBITDA (note 4(e))	701,273	170,784	22,696	9,937	(85,676)	819,014
Depreciation and amortization (note 7 and 8)						(408,662)
Net gain on disposal of property, plant and equipment (note 8)						764
Insurance claims (note 9)						14,987
Impairment of withholding tax receivables in Nigeria						(31,533)
Business combination costs						(13,727)
Impairment of property, plant and equipment and prepaid rental (note 7)						(27,594)
Listing costs						(12,652)
Other costs (a)						(310)
Share‑based payment expense (note 8)						(8,342)
Finance income (note 10)						148,968
Finance costs (note 11)						(633,766)
Loss before income tax						(152,853)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—	760,246	112,878
- In the normal course of business	195,692	61,147	31,703	8,465
Segment assets	2,040,911	1,043,669	682,813	142,210
Segment liabilities	747,428	532,801	266,596	92,917

(a) Other costs for the year ended December 31, 2020 related to aborted transaction costs.

2019	Nigeria	SSA	Other	Total
	$’000	$’000	$’000	$’000
Revenues from external customers	925,704	305,352	—	1,231,056
Segment Adjusted EBITDA (note 4(e))	559,049	165,626	(56,061)	668,614
Depreciation and amortization (note 7 and 8)				(384,507)
Net loss on disposal of property, plant and equipment (note 8)				(5,819)
Insurance claims (note 9)				3,607
Impairment of withholding tax receivables in Nigeria				(44,586)
Business combination costs				(3,745)
Impairment of property, plant and equipment and prepaid rental (note 7)				(21,604)
Listing costs				(1,078)
Other costs (a)				(16,932)
Share‑based payment expense (note 8)				(351,054)
Finance income (note 10)				36,045
Finance costs (note 11)				(288,915)
Loss before income tax				(409,974)
Additions of property, plant and equipment and intangible assets:
- through business combinations	—	—
- In the normal course of business	363,501	49,704
Segment assets	2,349,699	1,056,982
Segment liabilities	768,206	552,343

(a) Other costs for the year ended December 31, 2019 included redundancy costs of $3.2 million, aborted transaction costs of $0.6 million, $9.6 million of consultancy, facility set up, and other related expenses for the Group's finance transformation program and $3.4 million related to MENA start-up costs.

Schedule of countries contributing material revenue and/or have material non current assets

	2021	2020	2019
	$’000	$'000	$'000
Revenue
Nigeria	1,146,732	1,037,836	925,704
Rest of world	432,998	365,313	305,352
	1,579,730	1,403,149	1,231,056
Non‑current assets*
Nigeria	1,572,774	1,654,318	1,991,553
Côte d’Ivoire	n.a as less than 10%	330,705	317,597
Cameroon	n.a as less than 10%	n.a as less than 10%	288,773
Brazil	812,100	641,253	—
Rest of world	1,415,355	626,991	276,867
	3,800,229	3,253,267	2,874,790

*      Non-current assets exclude available for sale financial assets, non-current trade and other receivables and deferred tax assets.

Schedule of revenue from tier one customers

	2021		2020		2019
	$’000		$'000		$'000
Customer A	66	%	66	%	63	%
Customer B	14	%	n.a as less than 10%		13	%
Customer C	n.a as less than 10%		14	%	14	%

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Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue.

Schedule of revenue

	2021	2020	2019
	$’000	$'000	$'000
Lease component	1,233,816	1,026,103	889,909
Services component	345,914	377,046	341,147
	1,579,730	1,403,149	1,231,056

Schedule of unsatisfied performance obligation

	2021	2020	2019
	$’000	$'000	$'000
Within one year	351,071	343,209	290,645
1-2 years	309,861	331,608	263,298
2-3 years	255,791	291,891	250,167
3-4 years	211,615	258,129	218,380
4-5 years	190,018	214,223	196,753
After 5 years	858,912	879,294	894,086
	2,177,268	2,318,354	2,113,329

Schedule of future minimum receipts of lease component

	2021	2020	2019
	$’000	$'000	$'000
Within one year	1,284,692	1,011,501	791,654
1-2 years	1,177,665	981,778	704,054
2-3 years	1,083,942	880,316	678,734
3-4 years	847,224	801,452	572,273
4-5 years	749,839	625,352	520,933
After 5 years	2,703,888	2,594,074	2,108,418
	7,847,250	6,894,473	5,376,066

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Cost of sales (Tables)

12 Months Ended

Dec. 31, 2021

Cost of sales..

Schedule of cost of sales

	2021	2020	2019
	$'000	$'000	$'000
Tower repairs and maintenance	74,523	75,931	69,304
Power generation	267,044	216,030	237,640
Short term site rental**	11,165	7,543	3,547
Short term other rent	3,419	3,085	2,289
Vehicle maintenance and repairs	2,754	2,754	2,108
Site regulatory permits	41,165	27,313	19,360
Security services	36,132	32,719	33,027
Insurance	4,156	4,695	5,958
Staff costs (note 8.3)	26,323	24,588	20,561
Travel costs	7,155	4,313	4,719
Professional fees	3,385	2,457	2,122
Depreciation (note 14)*	330,799	367,007	353,368
Amortization (note 15)	34,051	32,503	24,549
Impairment of property, plant and equipment and prepaid land rent (note 30)	51,113	27,594	21,604
Other	14,204	9,891	10,811
	907,388	838,423	810,967

Foreign exchange gains and losses on cost of sales are included in Other.

*      Presented net of related indirect tax receivable in Brazil of $0.4 million (2020: $0.8 million). Refer to note 14.

** In 2019, site rental relates to short term leases and low value assets only (note 23).

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Administrative expenses (Tables)

12 Months Ended

Dec. 31, 2021

Administrative expenses.

Schedule of administrative expenses

	2021	2020	2019
	$’000	$'000	$'000
Facilities, short term rental and upkeep	23,210	12,872	12,881
Depreciation (note 14)	13,917	6,240	2,392
Amortization (note 15)	4,115	2,912	4,198
Travel costs	8,654	6,815	13,475
Staff costs (note 8.3)	101,567	78,376	45,523
Key management compensation (note 30.2)	25,642	13,776	20,215
Share-based payment expense (note 28)	11,780	8,342	351,054
Professional fees	49,685	38,200	15,275
Business combination transaction costs	15,779	13,727	3,745
Impairment of withholding tax receivables*	61,810	31,533	44,586
Net (gain)/loss on disposal of property, plant and equipment	(2,499)	(764)	5,819
Operating taxes	1,561	2,239	505
Other	21,290	21,844	36,617
	336,511	236,112	556,285

	2021	2020	2019
	$’000	$'000	$'000
Salaries and wages	106,754	85,690	54,632
Pension contribution – employer	4,854	3,780	2,474
Other benefits	16,282	13,494	8,978
Share-based payment expense (note 28)	11,780	8,342	351,054
	139,670	111,306	417,138

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales	26,323	24,588	20,561
Administrative expenses	113,347	86,718	396,577
	139,670	111,306	417,138

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Other income (Tables)

12 Months Ended

Dec. 31, 2021

Other income.

Schedule of other income

	2021	2020	2019
	$’000	$'000	$'000
Insurance claims	6,861	14,987	3,607
Other income	11,648	1,425	3,429
	18,509	16,412	7,036

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Finance Income (Tables)

12 Months Ended

Dec. 31, 2021

Finance income.

Schedule of Finance income

	2021	2020	2019
	$’000	$'000	$'000
Interest income - bank deposits	7,798	5,101	14,732
Net foreign exchange gain arising from derivative instruments - unrealized	—	29,151	53
Net foreign exchange gain arising from derivative instruments - realized	9,889	4,061	228
Fair value gain on embedded options	604	110,655	17,245
Fair value gain on embedded derivative in revenue contract	7,231	—	3,787
	25,522	148,968	36,045

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Finance Costs (Tables)

12 Months Ended

Dec. 31, 2021

Finance costs.

Schedule of finance costs

	2021	2020	2019
	$’000	$'000	$'000
Interest expenses – third party loans	179,280	182,246	193,829
Unwinding of discount on decommissioning liability	4,644	2,644	1,712
Interest and finance charges paid/payable for lease liabilities	32,826	27,384	16,024
Net foreign exchange loss arising from financing - unrealized	126,131	363,953	47,291
Net foreign exchange loss arising from financing – realized	43,422	49,564	—
Net foreign exchange loss on derivative instruments – realized	—	—	1,594
Costs paid on early loan and bond settlement	18,171	—	22,153
Fees on loans and financial derivatives	13,663	7,806	6,312
Fair value loss on embedded derivative within revenue contract	—	169	—
Net foreign exchange loss on derivative instruments—unrealized	3,897	—	—
	422,034	633,766	288,915

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Income Tax Expense (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Expense

Schedule of Reconciliation of effective tax charge

	2021	2020	2019
	$’000	$'000	$'000
Current taxes on income	91,692	95,107	3,304
Deferred income taxes (note 16)	(73,712)	74,722	10,214
Total taxes	17,980	169,829	13,518
Reconciliation of effective tax charge
Loss before income tax	(8,141)	(152,853)	(409,974)
Tax calculated at domestic tax rates applicable to profits in respective countries	(4,433)	(66,049)	(71,224)
Tax effects of:
Tax incentives and income not subject to taxation	(46,175)	(34,932)	(39,725)
Expenses not deductible for tax purposes	76,059	82,662	88,792
Movement in deferred tax assets not recognized	74,084	181,403	20,475
Change in tax base*	(86,184)	—	—
Prior year under provision	6,636	478	(43,280)
Other profit‑related taxes	5,239	876	5,813
Foreign tax credit	—	(3,570)	(8,406)
Effects of changes in tax rates**	(5,272)	—	—
Non-deductible share-based payment expense	1,441	1,082	52,136
Foreign exchange effects and other differences	(3,415)	7,879	8,937
Total taxes	17,980	169,829	13,518

Schedule of Current Income Tax

Current income tax receivables	128	—	233
Current income tax payables	(68,834)	(48,703)	(30,373)
	(68,706)	(48,703)	(30,140)

Schedule of movement in the current income tax

The movement in the current income tax is as follows:
At beginning of year	(48,703)	(30,140)	(26,415)
Additions through business combination (note 31)	(3,434)	(1,538)	—
Charged to profit or loss	(91,692)	(95,107)	(3,304)
Paid during the year	29,147	14,540	13,396
Withholding tax netting off	45,849	59,986	—
Exchange difference	127	3,556	(13,817)
At end of year	(68,706)	(48,703)	(30,140)

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Loss per share (Tables)

12 Months Ended

Dec. 31, 2021

Loss per share

Schedule of basic and diluted net income per common share

	2021	2020	2019
Loss attributable to equity holders ($'000)	(26,121)	(322,682)	(423,492)
Less: allocation of loss to non-controlling interest ($'000)	(289)	(688)	—
Loss attributable to IHS common shareholders ($'000)	(25,832)	(321,994)	(423,492)
Basic weighted average shares outstanding (‘000)*	301,185	294,103	293,570
Potentially dilutive securities (‘000)*	20,323	23,246	22,911
Potentially dilutive weighted average common shares outstanding (‘000)*	321,508	317,349	316,481
Loss per share:
Basic loss per share ($)	(0.09)	(1.09)	(1.44)
Diluted loss per share ($)	(0.09)	(1.09)	(1.44)
* On October 13, 2021 all of the outstanding Class A and Class B shares of the Company were exchanged on a 500 to 1 basis for ordinary shares. The loss per share is based on the new number of shares. The comparatives have also been adjusted. Refer to note 25 for further information.

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Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, plant and equipment.

Schedule of property, plant and equipment

							Total
	Towers			Furniture and		Capital	(excluding	Right-
	and tower	Fiber	Land and	office	Motor	work in	right-of-use	of-use
	equipment	assets	buildings	equipment	vehicles	progress	asset)	asset
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	2,257,701	—	48,679	13,500	18,708	138,227	2,476,815	372,000
Additions during the year	15,135	—	859	2,732	3,327	91,004	113,057	47,470
Reclassification	129,420	—	1,825	—	—	(131,245)	—	—
Transfer from advance payments	272,298	—	672	—	—	(10,873)	262,097	—
Disposals*	(106,757)	—	—	(187)	(1,689)	—	(108,633)	(6,307)
Effects of movement in exchange rates	(40,160)	—	(301)	(168)	(522)	(2,053)	(43,204)	(6,266)
At December 31, 2019	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
At January 1, 2020	2,527,637	—	51,734	15,877	19,824	85,060	2,700,132	406,897
Additions during the year	10,287	—	768	2,470	2,576	87,014	103,115	72,888
Additions through business combinations (note 31)	144,388	—	566	305	—	4,970	150,229	129,711
Reclassification	91,165	—	887	808	658	(93,518)	—	—
Transfer from advance payments	124,272	—	620	91	—	(2,997)	121,986	—
Disposals*	(23,591)	—	(1,203)	(95)	(1,310)	—	(26,199)	(15,721)
Effects of movement in exchange rates	(214,038)	—	(5,936)	(1,287)	(1,600)	(5,883)	(228,744)	(44,181)
At December 31, 2020	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
At January 1, 2021	2,660,120	—	47,436	18,169	20,148	74,646	2,820,519	549,594
Additions during the year	20,995	—	825	5,056	6,012	224,479	257,367	113,722
Additions through business combinations (note 31) ***	77,142	220,950	968	93	—	5,495	304,648	41,709
Reclassification	124,548	23,241	5,999	—	—	(153,788)	—	—
Transfer from advance payments	111,439	7,862	4,112	—	—	3,959	127,372	—
Disposals*	(21,359)	—	—	(82)	(1,825)	—	(23,266)	(18,872)
Effects of movement in exchange rates	(143,357)	(6,790)	(3,072)	(1,038)	(877)	(8,438)	(163,572)	(35,649)
At December 31, 2021	2,829,528	245,263	56,268	22,198	23,458	146,353	3,323,068	650,504
Accumulated depreciation and impairment
At January 1, 2019	918,520	—	880	10,842	14,597	—	944,839	—
Charge for the year	313,320	—	296	2,145	1,869	—	317,630	38,130
Impairment	21,565	—	—	—	—	—	21,565	—
Disposals*	(101,100)	—	—	(173)	(1,457)	—	(102,730)	(735)
Effects of movement in exchange rates	(17,821)	—	(13)	(136)	(357)	—	(18,327)	(360)
At December 31, 2019	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
At January 1, 2020	1,134,484	—	1,163	12,678	14,652	—	1,162,977	37,035
Charge for the year	315,131	—	331	2,547	1,959	—	319,968	54,089
Impairment	26,824	—	421	—	—	—	27,245	—
Disposals*	(21,435)	—	—	(41)	(1,294)	—	(22,770)	(5,594)
Effects of movement in exchange rates	(102,812)	—	(187)	(893)	(1,049)	—	(104,941)	(4,066)
At December 31, 2020	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
At January 1, 2021	1,352,192	—	1,728	14,291	14,268	—	1,382,479	81,464
Charge for the year**	272,068	5,366	296	3,806	2,902	—	284,438	60,685
Impairment/(reversal of impairment)	48,391	—	(318)	—	—	—	48,073	2,797
Disposals*	(14,660)	—	—	(73)	(1,816)	—	(16,549)	(8,634)
Effects of movement in exchange rates	(82,676)	(12)	(69)	(867)	(583)	—	(84,207)	(6,459)
At December 31, 2021	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Net book value
At December 31, 2019	1,393,153	—	50,571	3,199	5,172	85,060	1,537,155	369,862
At December 31, 2020	1,307,928	—	45,708	3,878	5,880	74,646	1,438,040	468,130
At December 31, 2021	1,254,213	239,909	54,631	5,041	8,687	146,353	1,708,834	520,651

*     The disposals value of right-of-use assets represents disposals due to terminated leases and the impact of remeasurement of lease assets as a result of changes in lease terms.

**    The charge for the period does not agree to the charge in the consolidated statement of income/(loss) and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million (2020: $0.8 million, 2019: $nil) in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

Schedule of depreciation expense

	2021	2020	2019
	$'000	$'000	$'000
Cost of sales (note 7)	330,799	367,007	353,368
Administrative expense (note 8)	13,917	6,240	2,392
	344,716	373,247	355,760

Schedule of additions to property, plant and equipment

	2021	2020	2019
	$'000	$'000	$'000
Additions through cash - capital work in progress	224,479	87,014	91,004
Additions through decommissioning estimates	7,212	8,315	405
Additions through right of use assets	113,722	72,888	47,470
Additions through cash – others	13,666	7,786	21,648
Additions through non-cash – others	12,010	—	—
	371,089	176,003	160,527

XML

Goodwill and other intangible assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and other intangible assets

Summary of goodwill and intangible asset

		Customer-	Network -
		related	related
		intangible	intangible
	Goodwill	assets	assets	Licenses	Software	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2019	530,910	503,442	43,841	14,876	15,639	1,108,708
Additions during the year	—	—	—	19	5,267	5,286
Exchange difference	(12,518)	(6,452)	(285)	(303)	(4)	(19,562)
At December 31, 2019	518,392	496,990	43,556	14,592	20,902	1,094,432
At January 1, 2020	518,392	496,990	43,556	14,592	20,902	1,094,432
Additions during the year	—	—	—	4	2,460	2,464
Additions through business combinations (note 31)	232,030	324,290	36,831	—	33	593,184
Disposals	—	—	—	(1)	(475)	(476)
Exchange difference	(93,915)	(88,846)	(6,835)	1,201	(829)	(189,224)
At December 31, 2020	656,507	732,434	73,552	15,796	22,091	1,500,380
At January 1, 2021	656,507	732,434	73,552	15,796	22,091	1,500,380
Additions during the year	—	—	—	3,145	1,909	5,054
Additions through business combinations (note 31)	248,869	78,173	2,792	—	1,035	330,869
Disposals	—	—	—	(18)	(723)	(741)
Exchange difference	(35,806)	(42,751)	(3,538)	(1,217)	(514)	(83,826)
At December 31, 2021	869,570	767,856	72,806	17,706	23,798	1,751,736
Accumulated amortization and impairment
At January 1, 2019	251	71,501	13,106	4,284	10,061	99,203
Charge for the year	—	19,468	2,950	877	5,452	28,747
Exchange difference	—	(1,084)	(101)	(94)	(12)	(1,291)
At December 31, 2019	251	89,885	15,955	5,067	15,501	126,659
At January 1, 2020	251	89,885	15,955	5,067	15,501	126,659
Charge for the year	—	26,921	4,070	871	3,553	35,415
Disposals	—	—	—	—	(475)	(475)
Exchange difference	—	(7,091)	(1,003)	518	(740)	(8,316)
At December 31, 2020	251	109,715	19,022	6,456	17,839	153,283
At January 1, 2021	251	109,715	19,022	6,456	17,839	153,283
Charge for the year	—	29,037	4,237	978	3,914	38,166
Disposals	—	—	—	(15)	(726)	(741)
Exchange difference	—	(7,184)	(1,374)	(542)	(616)	(9,716)
At December 31, 2021	251	131,568	21,885	6,877	20,411	180,992
Net book value
At December 31, 2019	518,141	407,105	27,601	9,525	5,401	967,773
At December 31, 2020	656,256	622,719	54,530	9,340	4,252	1,347,097
At December 31, 2021	869,319	636,288	50,921	10,829	3,387	1,570,744

Schedule of classification of intangible asset amortization expenses

	2021	2020	2019
	$’000	$'000	$'000
Cost of sales (note 7)	34,051	32,503	24,549
Administrative expenses (note 8)	4,115	2,912	4,198
	38,166	35,415	28,747

Summary of goodwill allocation for each CGU

			Effects of
		Additions through	movements in
	Opening	business combinations	exchange rates	Closing
	balance	(note 31)	and other movements	balance
	$'000	$'000	$'000	$'000
2021
IHS Nigeria Limited	63,374	—	(3,606)	59,768
INT Towers Limited	227,715	—	(12,940)	214,775
IHS Towers NG Limited	45,741	—	(2,603)	43,138
IHS Cameroon S.A.	48,170	—	(3,782)	44,388
IHS Côte d’Ivoire S.A.	23,888	—	(1,876)	22,012
IHS Zambia Group	39,907	—	10,802	50,709
IHS Rwanda Group	12,319	—	(452)	11,867
IHS Kuwait Limited	13,142	—	(773)	12,369
IHS Latam tower businesses	182,000	75,034	(15,583)	241,451
I-Systems	—	173,835	(4,993)	168,842
	656,256	248,869	(35,806)	869,319
2020
IHS Nigeria Limited	71,297	—	(7,923)	63,374
INT Towers Limited	256,149	—	(28,434)	227,715
IHS Towers NG Limited	51,460	—	(5,719)	45,741
IHS Cameroon S.A.	43,933	—	4,237	48,170
IHS Côte d’Ivoire S.A.	21,787	—	2,101	23,888
IHS Zambia Group	60,529	—	(20,622)	39,907
IHS Rwanda Group	12,986	—	(667)	12,319
IHS Kuwait Limited	—	13,143	(1)	13,142
IHS Latam tower businesses	—	218,887	(36,887)	182,000
	518,141	232,030	(93,915)	656,256
2019
IHS Nigeria Limited	71,328	—	(31)	71,297
INT Towers Limited	256,261	—	(112)	256,149
IHS Towers NG Limited	51,483	—	(23)	51,460
IHS Cameroon S.A.	44,910	—	(977)	43,933
IHS Côte d’Ivoire S.A.	22,272	—	(485)	21,787
IHS Zambia Group	70,780	—	(10,251)	60,529
IHS Rwanda Group	13,625	—	(639)	12,986
	530,659	—	(12,518)	518,141

Schedule of key assumptions to which the value-in-use calculations are most sensitive

	Discount		Terminal		Tenancy				Gross margins excluding depreciation &
	rate		growth rate		Ratio*				amortization*
2021
IHS Nigeria Limited	16.1	%	2.7	%	3.32	x -	5.18	x	64.2	% -	79.7	%
INT Towers Limited	16.0	%	2.7	%	3.56	x -	4.98	x	67.4	% -	74.9	%
IHS Towers NG Limited	16.5	%	2.7	%	3.63	x -	4.44	x	52.3	% -	63.1	%
IHS Cameroon S.A.	12.1	%	3.2	%	2.37	x -	2.89	x	57.8	% -	64.6	%
IHS Côte d’Ivoire S.A.	9.8	%	3.2	%	3.45	x -	4.46	x	53.8	% -	63.5	%
IHS Zambia Group	24.1	%	2.0	%	2.40	x -	3.30	x	65.2	% -	74.6	%
IHS Rwanda Group	15.5	%	3.2	%	2.04	x -	2.97	x	67.0	% -	73.3	%
IHS Kuwait Limited	6.0	%	2.9	%	1.00	x -	1.46	x	52.4	% -	64.9	%
2020
IHS Nigeria Limited	22.6	%	2.7	%	2.59	x -	4.55	x	67.8	% -	82.1	%
INT Towers Limited	22.5	%	2.7	%	2.87	x -	5.22	x	73.7	% -	79.9	%
IHS Towers NG Limited	23.2	%	2.7	%	2.80	x -	3.02	x	64.4	% -	69.9	%
IHS Cameroon S.A.	13.8	%	3.2	%	2.61	x -	3.16	x	55.9	% -	61.0	%
IHS Côte d’Ivoire S.A.	10.0	%	3.2	%	3.44	x -	4.56	x	57.5	% -	61.6	%
IHS Zambia Group	32.2	%	3.2	%	2.21	x -	2.93	x	68.4	% -	75.8	%
IHS Rwanda Group	17.0	%	3.2	%	2.13	x -	2.60	x	65.9	% -	69.8	%
IHS Kuwait Limited	5.0	%	2.8	%	1.00	x -	1.46	x	45.3	% -	59.2	%
2019
IHS Nigeria Limited	15.8	%	3.2	%	2.35	x -	3.90	x	69.8	% -	77.1	%
INT Towers Limited	16.5	%	3.2	%	2.46	x -	3.90	x	60.8	% -	71.9	%
IHS Towers NG Limited	16.2	%	3.2	%	3.29	x -	3.80	x	60.9	% -	65.4	%
IHS Cameroon S.A.	13.2	%	3.2	%	3.33	x -	4.22	x	53.8	% -	57.9	%
IHS Côte d’Ivoire S.A.	10.3	%	3.2	%	2.39	x -	3.49	x	56.1	% -	59.9	%
IHS Zambia Group	21.8	%	3.2	%	2.05	x -	2.58	x	62.6	% -	73.0	%
IHS Rwanda Group	16.3	%	3.2	%	2.05	x -	2.37	x	68.6	% -	70.0	%

*     Tenancy ratios and gross margins (excluding depreciation & amortization) disclosed are for the forecast period 2022 – 2026. The tenancy ratios refer to the average number of tenants and lease amendments per tower that is owned or operated across a tower portfolio at a given point in time.

Schedule of possible changes for key assumptions, that would cause the carrying amount to exceed the recoverable amount resulting in an impairment

IHS

IHS Nigeria

INT Towers

IHS Towers

Cameroon

IHS Côte

IHS Zambia

IHS Rwanda

IHS Kuwait

Limited

Limited

NG Limited

S.A.

d’Ivoire S.A.

Group

Group

Limited

% Rise in discount rate

Increase by 36.2 pp

Increase by 83.7 pp

Increase by 11.0 pp

Increase by 4.0 pp

Increase by 6.8 pp

Increase by 10.5 pp

Increase by 7.2 pp

Increase by 4.6 pp

Decrease in tenancy ratio

Decrease by an average of 2.51x over 4 years

Decrease by an average of 3.06x over 4 years

Decrease by an average of 1.44 x over 4 years

Decrease by an average of 0.52 x over 4 years

Decrease by an average of 1.76 x over 4 years

Decrease by an average of 0.65 x over 4 years

Decrease by an average of 0.72 x over 4 years

Decrease by an average of 0.43 x over 4 years

Gross margin (excluding depreciation and amortization)

Decrease by an average of 49.3 pp over 4 years

Decrease by an average of 57.0 pp over 4 years

Decrease by an average 24.0 pp over 4 years

Decrease by an average of 16.7 pp over 4 years

Decrease by an average of 37.2 pp over 4 years

Decrease by an average of 19.2 pp over 4 years

Decrease by an average of 22.7 pp over 4 years

Decrease by an average of 34.1 pp over 4 years

Decrease in terminal growth rate

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Decrease to less than 0

%

Schedule of fair value measurement categorized as a Level 3 fair value based on the inputs in the valuation technique

Valuation technique	Significant unobservable inputs	Sensitivity of the input to fair value (movement in input value which would cause the carrying amount to exceed the recoverable amount resulting in an impairment)
Recent transactions, Tower cash flow market multiples	· Monthly tower cash flow: $2.6 million (2020: $1.6 million) · Multiple: 22.0x (2020: 22.0x) · Costs of disposal: 0.82% of enterprise value (2020: 1.2%)	· Decrease by $327,000 · Decrease by 2.63x · Increase by 11.95% of enterprise value

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Deferred income tax (Tables)

12 Months Ended

Dec. 31, 2021

Deferred income tax

Summary of deferred tax asset and liability

	2021	2020
	$’000	$'000
Deferred income tax assets	11,064	13,443
Deferred income tax liabilities	(118,210)	(177,184)
Net deferred tax liabilities	(107,146)	(163,741)

Summary of deferred tax asset and liability offset

	2021	2020
	$’000	$'000
Deferred income tax assets
Property, plant and equipment	1,678	2,117
Intangible assets	(6,231)	(8,486)
Provisions	13,064	13,665
Tax losses	240	3,203
Other	2,313	2,944
Total	11,064	13,443

	2021	2020
	$'000	$'000
Deferred income tax liabilities
Property, plant and equipment	(145,888)	(155,198)
Intangible assets	(110,843)	(183,401)
Provisions	36,397	52,478
Unrealized derivative income	(48,077)	(58,461)
Timing differences on loans	33,192	32,407
Unrealized foreign exchange	21,010	25,948
Tax losses	3,450	9,150
Unutilized capital allowances	89,157	97,220
Other	3,392	2,673
Total	(118,210)	(177,184)

Summary of deferred tax reconciliation

		Provisions/			Unrealized
	Property,	share‑based			exchange
	plant and	payments	Intangible	Loans and	differences
	equipment	obligation	assets	derivatives	/tax losses	Total
Net deferred income tax	$'000	$'000	$'000	$'000	$'000	$'000
At January 1, 2019	(106,538)	43,389	(129,777)	(2,150)	187,640	(7,436)
Tax (charge)/income	(2,692)	(12,375)	5,719	(9,547)	8,681	(10,214)
Effects of movement in exchange rates	3,170	(1,735)	2,337	—	(1,059)	2,713
At December 31, 2019	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
At January 1, 2020	(106,060)	29,279	(121,721)	(11,697)	195,262	(14,937)
Additions through business combinations (note 31)	(3,378)	2,182	(103,638)	—	6,165	(98,669)
Tax (charge)/income	(46,364)	35,089	11,030	(16,444)	(58,033)	(74,722)
Effects of movement in exchange rates	2,721	(407)	22,442	2,087	(2,256)	24,587
At December 31, 2020	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
At January 1, 2021	(153,081)	66,143	(191,887)	(26,054)	141,138	(163,741)
Additions through business combinations (note 31)	(4,220)	—	(24,266)	—	—	(28,486)
Tax (charge)/income	2,078	(11,922)	85,254	9,295	(10,989)	73,716
Effects of movement in exchange rates	11,014	(4,759)	13,806	1,874	(10,570)	11,365
At December 31, 2021	(144,209)	49,462	(117,093)	(14,885)	119,579	(107,146)

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Inventories (Tables)

12 Months Ended

Dec. 31, 2021

Inventories

Schedule of inventories

	2021	2020
	$'000	$'000
Stock of materials	42,022	49,222

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Derivative financial instruments (Tables)

12 Months Ended

Dec. 31, 2021

Derivative financial instruments

Schedule of contractual notional amount for the derivative instruments

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	124,023	652,088
Embedded options within listed bonds	1,940,000	1,450,000
	2,064,023	2,102,088

Schedule of fair value of derivative instruments

	2021	2020
	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,771)	27,495
Embedded options within listed bonds	165,100	155,196
Embedded options within revenue contracts	—	(7,285)
	161,329	175,406

Schedule of changes in fair value of derivative instruments

	2021	2020	2019
	$'000	$'000	$'000
Derivative instruments
Non‑deliverable forwards	(3,897)	29,151	53
Embedded options within listed bonds	604	110,655	17,245
Embedded options within revenue contracts	7,231	(169)	—
	3,938	139,637	17,298

Schedule of credit ratings of derivative instruments

	2021	2020
	$'000	$'000
Derivative financial instrument assets
AA+	—	7,500
B+	—	—
B	—	3,590
B-	—	10,938
BB-	—	5,467
Not rated	165,100	155,196
	165,100	182,691

Schedule of reconciliation of movements of derivative financial instruments

	2021
	$'000
Non-deliverable forwards
Opening balance	27,495
Fair value loss (unrealized foreign exchange on open contracts)	(3,897)
Foreign exchange gain	10,342
Cash flow on settlement	(37,711)
	(3,771)

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Trade and other receivables (Tables)

12 Months Ended

Dec. 31, 2021

Trade and other receivables

Trade and other receivables

	2021	2020
	$’000	$'000
Current
Trade receivables	253,852	334,452
Less: impairment provisions	(31,063)	(133,800)
Net trade receivables*	222,789	200,652
Other receivables**	199,136	85,011
Prepaid land rent	1,069	1,588
Other prepaid expenses	25,080	16,538
Advance payments	14,663	18,766
Withholding tax receivables	992	800
VAT receivables	5,401	3,832
	469,130	327,187
Non-current
Accrued income and lease incentive	21,408	15,481
Payment in advance for property, plant and equipment	48,071	20,928
	69,479	36,409

*      The fair value is equal to their carrying amount.

**    Other receivables are margins on non-deliverable forward contracts and short-term fixed deposits which are not classified as cash and cash equivalents as it exceeds the three-month maturity period.

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Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2021

Cash and cash equivalents.

Schedule of cash and cash equivalents

	2021	2020
	$’000	$'000
Cash at bank	916,488	585,416
Cash and cash equivalents	916,488	585,416

Schedule of credit risk with banking partners

	2021	2020
	$’000	$'000
Cash and cash equivalents
AAA (F1+)	127,781	15,413
AA+	—	9,407
AA	—	115,810
A+	—	30,576
A (F1)	628,033	216,700
A-	—	25,559
BBB+	—	6,349
BBB	3,143	—
BBB-	162	25
BB	—	6,663
BB-	—	18,469
B+	—	2,809
B	157,277	46,757
B-	—	90,564
C	67	—
Not rated	25	315
	916,488	585,416

XML

Trade and other payables (Tables)

12 Months Ended

Dec. 31, 2021

Trade and other payables.

Schedule of trade and other payables

	2021	2020
	$’000	$'000
Current
Trade payables	342,841	301,813
Deferred revenue*	20,435	2,224
Withholding tax payables	4,517	5,694
Payroll and other related statutory liabilities	53,446	27,476
Other payables	78,193	72,286
	499,432	409,493
Non-current
Other payables	312	9,565
	312	9,565

*      Included in deferred revenue is $2.8 million (2020: $0.6 million) which relates to contract liabilities. The contract liabilities relating to December 31, 2020 were fully recognized in revenue during the year end December 31, 2021.

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Borrowings (Tables)

12 Months Ended

Dec. 31, 2021

Borrowings.

Schedule of external debt classification

	2021	2020
	$’000	$'000
Non-current
Senior Notes	1,916,062	1,428,398
Bank borrowings	485,409	588,692
External debt	2,401,471	2,017,090
Current
Senior Notes	27,195	32,352
Bank overdraft	3,208	—
Bank borrowings	177,216	153,767
External debt	207,619	186,119
Total borrowings	2,609,090	2,203,209

Schedule of reconciliation of debt

	2021	2020	2019
	$’000	$’000	$’000
Opening balance – January 1	2,203,209	2,055,878	1,897,774
Additions through business combination (note 31)	6,457	46,356	—
Interest expense (note 11)	179,280	182,246	193,829
Interest paid	(168,285)	(167,938)	(171,883)
Bank loans and bond proceeds received	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	(653,504)	(99,903)	(1,622,317)
Bank overdraft	3,208	—	—
Transaction costs	(38,597)	(5,561)	(58,044)
Foreign exchange	1,259	(40,088)	16,519
Closing balance – December 31	2,609,090	2,203,209	2,055,878

Schedule of debt by debt instrument

		Maturity			2021	2020
	Currency	date	Interest rate		$’000	$’000
Senior notes
IHS Holding Limited	US Dollar	2026	5.63	%	496,850	—
IHS Holding Limited	US Dollar	2028	6.25	%	497,366	—
IHS Netherlands Holdco B.V.	US Dollar	2027	8.00	%	949,041	946,352
IHS Netherlands Holdco B.V.	US Dollar	2025	7.125	%	—	514,398
Bank borrowings
INT Towers Limited	Nigeria Naira	2024	2.5	%+ 3M NIBOR	284,882	342,995
INT Towers Limited	US Dollar	2024	3.75	%+ 3M LIBOR	92,769	104,532
IHS Cameroon S.A.	CFA Franc	2020	6.5	%	—	—
IHS Cameroon S.A.	Euro	2020	3.75	%+ 3M EURIBOR	—	—
IHS Côte d’Ivoire S.A.	CFA Franc	2022	6	%	31,627	54,266
IHS Côte d’Ivoire S.A.	Euro	2022	3.75	%+ 3M EURIBOR	24,156	41,172
IHS Zambia Limited	US Dollar	2027	5-5.5	% + 3M LIBOR	93,164	96,287
IHS Rwanda Limited	Rwandan Franc	2021	16	%	—	650
IHS Rwanda Limited	US Dollar	2022	6.5	% + 3M LIBOR	—	13,804
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2021	3.85	%+CDI	—	38,613
IHS Brasil - Cessao De Infraestruturas S.A.	Brazil Real	2029	3.65	%+CDI	69,768	—
IHS Kuwait Limited	Kuwaiti Dinar	2029	2	% + 3M KIBOR	66,257	50,140
Bank Overdraft
Global Independent Connect Limited	Yen	2022	10.3	%	3,208	—

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Lease liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Lease liabilities.

Schedule of current and non current lease liabilities

	2021	2020
	$’000	$’000
Current	50,560	28,246
Non-current	325,541	286,501
Total lease liabilities	376,101	314,747

Schedule of reconciliation of cash and non-cash changes

	2021	2020	2019
	$’000	$’000	$’000
At January 1	314,747	184,494	204,065
Additions through business combinations (note 31)	44,557	131,651	—
Additions through new leases or remeasurements	131,438	65,070	47,469
Interest and finance charges for lease liabilities (note 11)	32,826	27,384	16,024
Payments for the principal of lease liabilities	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	(32,923)	(19,239)	(11,634)
Remeasurements or terminations*	(30,978)	(15,380)	(8,018)
Effects of movement in exchange rates	(20,242)	(20,080)	(5,082)
Closing balance – December 31	376,101	314,747	184,494

Schedule of amount recognized in the statement of income

	2021	2020	2019
	$'000	$'000	$'000
Interest on lease liabilities (note 11)	32,826	27,384	16,024
Expenses relating to short term leases and low value assets (note 7)	11,165	7,543	3,547
Depreciation for right of use assets (note 14)	60,685	54,089	38,130
Total for the year ended	104,676	89,016	57,701

Schedule of contractual maturities of the lease liabilities

		Total
	Carrying	contractual	Within	2 - 3	4 – 5	Over 5
	value	cash flows	1 year	years	years	years
	$'000	$'000	$'000	$'000	$'000	$'000
2021
Lease liabilities	376,101	700,877	54,303	106,015	99,573	440,986
2020
Lease liabilities	314,747	453,590	39,677	152,386	44,294	217,233

XML

Provisions for other liabilities and charges (Tables)

12 Months Ended

Dec. 31, 2021

Provisions for other liabilities and charges [Abstract]

Schedule of decommissioning and site restoration provision

	2021	2020	2019
	$'000	$'000	$'000
At January 1	53,266	33,568	33,010
Additions through business combinations (refer to note 31)	8,347	15,437	—
Increase in provisions	7,212	8,315	405
Payments for tower and tower equipment decommissioning	(231)	(65)	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Unwinding of discount	4,644	2,644	1,712
Effects of movement in exchange rates	1,374	(6,633)	(1,559)
At December 31	71,941	53,266	33,568
Analysis of total decommissioning and site restoration provisions:
Non-current	71,598	49,469	29,801
Current	343	3,797	3,767
	71,941	53,266	33,568

Schedule of discount rate applied by each operating entity

		IHS	IHS Côte	IHS	IHS
	Nigerian	Cameroon	d’Ivoire	Zambia	Rwanda	Brazilian	IHS Kuwait
Discount	entities	S.A.	S.A.	Limited	Limited	entities	Limited
rates	%	%	%	%	%	%	%
2021	11.2	5.5	8.0	5.1	16.0	6.8	3.4
2020	11.2	5.5	8.0	5.5	16.0	6.8	4.8

Schedule of impact on accumulated losses of 1% shift in discount rate

	Increase/ (decrease)
	on accumulated losses
	2021	2020
	$’000	$’000
Effect of 1% increase in discount rate	(1,571)	(767)
Effect of 1% decrease in discount rate	1,093	815

XML

Stated capital (Tables)

12 Months Ended

Dec. 31, 2021

Stated capital

Schedule of share capital

	Class A shares pre-IPO / Ordinary Shares post-IPO				Class B shares pre-IPO
			Stated				Stated
			capital net				capital net
	Number of	Stated	of issue		Number of	Stated	of issue
	shares	capital	costs		shares	capital	costs
	000’s	$'000	$'000		000’s	$'000	$'000
At January 1, 2019	130,147,167	4,220,967	4,219,488		16,558,927	299,405	299,014
Issued on exercise of warrants*	345,400	12,368	12,368		—	—	—
December 31, 2019	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
At January 1, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
December 31, 2020	130,492,567	4,233,335	4,231,856		16,558,927	299,405	299,014
Reclassification of Class A and Class B shares to ordinary shares	16,558,927	299,405	299,014		(16,558,927)	(299,405)	(299,014)
Impact of reverse share split	(146,757,391)	—	—		—	—	—
Shares issued on IPO	18,000	378,000	378,000		—	—	—
Share issue costs	—	—	(28,154)		—	—	—
Shares issued on exercise of options	15,717	342,768	342,768		—	—	—
At December 31, 2021**	327,820	5,253,508	5,223,484	*	—	—	—

XML

Other reserves (Tables)

12 Months Ended

Dec. 31, 2021

Other reserves.

Schedule of other reserves

	Fair
	value
	through
	other
	compre-				Foreign
	hensive	Restruct-	Share- based	Loss on	exchange
	income	uring	payment	transactions	translation
	reserve	reserve	reserve	between owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2019	(7)	4,019	—	(840,359)	(260,176)	(1,096,523)
Other comprehensive income	1	—	—	—	5,036	5,037
Recognition of share-based payment expense	—	—	504,331	—	—	504,331
At December 31, 2019	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
At January 1, 2020	(6)	4,019	504,331	(840,359)	(255,140)	(587,155)
Other comprehensive income	—	—	—	—	94,434	94,434
Recognition of share-based payment expense	—	—	7,216	—	—	7,216
At December 31, 2020	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
At January 1, 2021	(6)	4,019	511,547	(840,359)	(160,706)	(485,505)
Other comprehensive income	3	—	—	—	40,079	40,082
Recognition of share-based payment expense	—	—	13,003	—	—	13,003
SBP reserve converted to share capital	—	—	(342,768)	—	—	(342,768)
Other reclassifications related to share based payment	—	—	(5,084)	—	—	(5,084)
At December 31, 2021	(3)	4,019	176,698	(840,359)	(120,627)	(780,272)

XML

Non-controlling interest (Tables)

12 Months Ended

Dec. 31, 2021

Non-controlling interest

Schedule of non controlling interests

	2021	2020	2019
	$’000	$’000	$’000
Balance at January 1	14,216	—	—
Non-controlling interest arising on business combinations ( refer to note 31) *	132,407	14,927	—
Loss for the period	(289)	(688)	—
Other comprehensive loss	(3,381)	(23)	—
Balance at December 31	142,953	14,216	—

Schedule of summarized financial information of subsidiary

Summarized balance sheet and cash flows	FiberCo Soluções de Infraestrutura S.A.
	2021 ($’000)	2020 ($’000)
Current assets	101,033	—
Current liabilities	19,357	—
Current net assets	81,676	—
Non-current assets	237,030	—
Non-current liabilities	480	—
Non-current net assets	236,550	—
Net assets	318,226	—
Cash flows generated from operating activities	6,056	—
Cash flows used in investing activities	(18,771)	—
Cash flows generated from financing activities	41,965	—
Net increase in cash and cash equivalents	29,250	—
Loss allocated to non-controlling interest during the period	(1,637)	—
Accumulated non-controlling interest at the end of the year	125,198	—

XML

Share-based payment obligations (Tables)

12 Months Ended

Dec. 31, 2021

Share-based payment obligations

Schedule of total charge to the profit or loss

	2021	2020	2019
	$’000	$’000	$’000
Credit under cash settled classification to the date of amendment	—	—	(25,922)
Immediate charge on amendment for options vested at date of amendment	—	—	363,302
Expense under equity settled classification from date of amendment	11,780	8,342	13,674
	11,780	8,342	351,054

Schedule of movements in the number of share options outstanding

	2021
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,749	15,350	4,595	56
Issued	94	10	55	—
Forfeited	(43)	—	(39)	—
Exercised during the period *	(2,533)	(10,240)	(3,074)	(37)
At December 31	1,267	5,120	1,537	19
*Relates to the number of options converted to shares as a result of the IPO.

	2020
	Incentive	Incentive	Incentive	Incentive
	plan 1	plan 2	plan 2B	plan 3
	000’s	000’s	000’s	000’s
Authorized	3,800	15,360	4,600	56
Issued
At January 1	3,659	15,360	4,612	51
Issued	149	—	—	5
Forfeited	(59)	(10)	(17)	—
At December 31	3,749	15,350	4,595	56

Schedule of weightedaverage remaining contractual life

	2021		2020
	Weighted	Number of	Weighted	Number of
	average	options in force	average	options in force
Year of	remaining	at year end	remaining	at year end
grant	contractual life*		contractual life
2014	0.83	1,039,526	0.49	3,138,844
2015	0.83	5,077,624	6.18	15,232,873
2017	0.83	1,685,317	8.12	5,116,869
2018	0.83	35,737	9.2	107,212
2020	0.83	51,211	6.41	153,633
2021	0.83	53,123	—
		7,942,538		23,749,430

XML

Cash from operations (Tables)

12 Months Ended

Dec. 31, 2021

Cash from operations

Schedule of cash flow from operation

	2021	2020	2019
	$’000	$'000	$'000
Reconciliation:
Loss before income tax	(8,141)	(152,853)	(409,974)
Adjustments:
Depreciation of property, plant and equipment (note 7 and 8)	344,716	373,247	355,760
Amortization of intangible assets (note 15)	38,166	35,415	28,747
Impairment of property, plant and equipment and prepaid land rent (note 7)	51,113	27,594	21,604
(Reversal of loss allowance)/loss allowance on trade receivables (note 8.1)	(34,031)	13,081	27,944
Impairment of withholding tax receivables (note 8)	61,810	31,533	44,586
Amortization of prepaid site rent	8,321	4,459	3,355
Net (gain)/loss on disposal of plant, property and equipment (note 8)	(2,499)	(764)	5,819
Insurance claim income (note 9)	(6,861)	(14,987)	(3,607)
Interest expense (note 11)	422,034	633,766	288,915
Interest income (note 10)	(25,522)	(148,968)	(32,258)
Fair value gain on warrants revaluation (note 10)	—	—	(3,787)
Share‑based payment expense (note 28)	11,780	8,342	351,054
(Reversal of impairment)/impairment of inventory	(315)	4,599	—
Reversal of decommissioning through profit and loss	(2,671)	—	—
Operating profit before working capital changes	857,900	814,464	678,158
Changes in working capital
Decrease/(increase) in inventory	6,689	(8,482)	(27,069)
Increase in trade and other receivables	(164,382)	(130,265)	(21,093)
Increase/(decrease) in trade and other payables	87,866	(19,018)	30,029
Net movement in working capital	(69,827)	(157,765)	(18,133)
Cash from operations	788,073	656,699	660,025

XML

Related parties (Tables)

12 Months Ended

Dec. 31, 2021

Related parties.

Schedule of ownership percentage held by holding companies

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
IHS Holding Limited (ultimate parent)	Holding company	Cayman Islands	—		—
IHS Mauritius Cameroon Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Côte d’Ivoire Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Netherlands Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Zambia Limited	Holding company	Mauritius	100	%	100	%
IHS Mauritius Rwanda Limited	Holding company	Mauritius	100	%	100	%
IHS Africa (UK) Limited	Provision of management services	United Kingdom	100	%	100	%
IHS Netherlands Cöoperatief U.A.	Holding company	Netherlands	100	%	100	%
IHS Netherlands Holdco B.V.	Provision of finance	Netherlands	100	%	100	%
IHS Netherlands NG1 B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands NG2 B.V.	Holding company	Netherlands	100	%	100	%
IHS Nigeria Limited	Operating*	Nigeria	100	%	100	%
INT Towers Limited	Operating*	Nigeria	100	%	100	%
IHS Towers NG Limited	Operating*	Nigeria	100	%	100	%
Tower infrastructure Company Limited	Operating*	Nigeria	**		100	%
IHS Côte d’Ivoire S.A.	Operating*	Côte d’Ivoire	100	%	100	%
IHS Cameroon S.A.	Operating*	Cameroon	100	%	100	%
IHS Zambia Limited	Operating*	Zambia	100	%	100	%
IHS Rwanda Limited	Operating*	Rwanda	100	%	100	%
Rwanda Towers Limited	Operating*	Rwanda	100	%	100	%
IHS Kuwait Limited	Operating*	Kuwait	100	%	100	%
IHS Brasil Cessão de Infraestruturas S.A.	Operating*	Brazil	100	%	100	%
IHS Towers Colombia S.A.S	Operating*	Colombia	100	%	100	%
IHS Peru S.A.C.	Operating*	Peru	100	%	100	%
San Gimignano Imoveis e Adminsitracao Limitada	Provision of land management*	Brazil	100	%	100	%
Nigeria Tower Interco B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands GCC B.V.	Holding company	Netherlands	100	%	100	%
IHS Netherlands KW B.V.	Holding company	Netherlands	**		100	%
IHS Netherlands KSA B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC Limited	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands Connect B.V.	Holding company	Netherlands	100	%	100	%
IHS GCC KW Holding Limited	Provision of management services	United Arab Emirates	70	%	100	%
IHS FinCo Management Limited	Provision of finance	United Arab Emirates	100	%	100	%
Global Independent Connect Limited	Operating*	Nigeria	100	%	100	%
IHS KSA Limited	Operating*	Kingdom of Saudi Arabia	100	%	100	%
IHS SSC FZE	Provision of management services	United Arab Emirates	100	%	100	%
IHS Netherlands RSA B.V	Holding company	Netherlands	100	%	100	%
IHS Netherlands BR B.V	Holding company	Netherlands	100	%	100	%
IHS South Africa Holding Proprietary Limited	Holding company	South Africa	100	%	**	%
IHS Towers South Africa Proprietary Limited	Operating*	South Africa	100	%	**	%
IHS Netherlands PHP B.V	Holding company	Netherlands	100	%	100	%
IHS Towers Inc.	Provision of management services	United States of America	100	%	**	%
IHS Netherlands EGY B.V.	Holding company	Netherlands	100	%	**	%
IHS Telecom Tower Egypt S.A.E.	Operating*	Egypt	80	%	**	%
Skysites Americas Ltda	Operating*	Brazil	100	%	**	%
Wi-Fi Mundial Ltda.	Operating*	Brazil	100	%	**	%
Topázio Empreendimentos Imoliliarios Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil Participações Ltda.	Operating*	Brazil	100	%	**	%
IHS Fiber Brasil - Cessão de Infraestruturas Ltda.	Operating*	Brazil	100	%	**	%
Fiberco Soluções de Infraestrutura S.A.	Operating*	Brazil	51	%	**	%
Centennial Towers Colombia S.A.S.	Operating*	Colombia	100	%	**	%
Polar Breeze Colombia S.A.S	Operating*	Colombia	100	%	**	%

			Ownership
			interests		Ownership
			held		interests held
		Country of	by the Group		by the Group
Entity name	Principal activity	incorporation	2021		2020
Centennial Towers Brasil Cooperatief U.A.	Holding company	Brazil	100	%	**	%
Centennial Towers of Brasil B.V.	Holding company	Brazil	100	%	**	%
Centennial Towers of Colombia Ltd.	Operating*	Colombia	100	%	**	%
IHS Centennial Brasil Torres de Telecomunicacoes Ltda	Operating*	Brazil	100	%	**	%
Polar Breeze Empreendimentos Ltda.	Operating*	Brazil	100	%	**	%

Summary of compensation paid or payable to key management for employee services.

	2021	2020	2019
	$’000	$’000	$’000
Key management compensation
Short‑term employee benefits	25,537	13,671	20,154
Post‑employment benefits	105	105	61
	25,642	13,776	20,215
Share-based payments	9,795	6,029	343,285
	35,437	19,805	363,500

XML

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Skysites Holdings S.A.

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	2021
	$’000
Gross consideration	40,611
Less: contingent consideration*	(4,169)
Less: cash in business at the date of acquisition	(2,775)
Net cash consideration	33,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	11,276
Land	15
Furniture and office equipment	11
Capital work in progress	535
Customer related intangible asset	4,703
Right of use asset	9,675
Trade and other receivables	713
Trade and other payables	(1,132)
Provisions for other liabilities and charges	(2,548)
Lease liabilities	(10,071)
Deferred tax	(2,205)
Total identifiable net assets acquired	10,972
Goodwill	26,864
Revenue — post‑acquisition	4,041
Loss — post‑acquisition	(142)

Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A.

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	Brazil	Colombia	Total
	2021	2021	2021
	$’000	$’000	$’000
Gross consideration	93,900	47,051	140,951
Less: cash in business at the date of acquisition	(260)	(659)	(919)
Net cash consideration	93,640	46,392	140,032
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	43,890	14,074	57,964
Land	407	546	953
Furniture and office equipment	65	17	82
Capital work in progress	628	500	1,128
Right of use asset	22,273	9,761	32,034
Customer related intangible asset	35,422	32,599	68,021
Network related intangible asset	594	321	915
Software	495	1	496
Trade and other receivables	2,363	3,023	5,386
Trade and other payables	(1,471)	(3,646)	(5,117)
Provisions for other liabilities and charges	(5,272)	(527)	(5,799)
Lease liabilities	(24,028)	(10,458)	(34,486)
Tax payable	(2,809)	(625)	(3,434)
Deferred tax	(15,374)	(10,907)	(26,281)
Total identifiable net assets acquired	57,183	34,679	91,862
Goodwill	36,457	11,713	48,170
Revenue — post‑acquisition			9,515
Loss — post‑acquisition			(3,961)

FiberCo Solues de Infraestrutura S.A.

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	2021
	$’000
Gross consideration*	266,739
Less: deferred consideration	(64,474)
Net cash consideration	202,265
Capital injection**	42,996
Identifiable assets acquired and liabilities assumed:
Network assets	220,950
Cash	44,872
Capital work in progress	3,832
Software	539
Trade and other receivables	8,498
Trade and other payables	(5,764)
Loans payable	(6,457)
Total identifiable net assets acquired	266,470
Non-controlling interest	130,570
Goodwill	173,835
Revenue — post‑acquisition	5,426
Loss — post‑acquisition	(3,341)

IHS Kuwait Limited

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	2021	2020
	$’000	$’000
Gross consideration	12,248	117,367
Less: consideration received in exchange for a retained 30% interest (by Zain Kuwait) in IHS GCC KW	(1,837)	(14,927)
Net consideration for 70% controlling interest in the acquired towers	10,411	102,440
Less: contingent and deferred consideration (note payable to Zain)*	—	(25,202)
Net cash consideration for 70% controlling interest	10,411	77,238
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	7,902	33,061
Right of use assets	—	10,372
Customer related assets	5,449	41,878
Network-related assets	1,877	14,424
Trade and other receivables	872	14,318
Trade and other payables	(3,852)	(1,249)
Lease liabilities	—	(8,580)
Total identifiable net assets acquired (at 100%)	12,248	104,224
Goodwill	—	13,143
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	12,248	104,224
Shareholder funding provided by the Group and external debt**	(6,124)	(48,730)
Settlement for lease prepayment funded post acquisition	—	(5,738)
Total identifiable net assets acquired for purposes of non-controlling interest	6,124	49,756
Non-controlling interest portion of above at 30%	1,837	14,927
Revenue — post‑acquisition	n.a.	21,713
Loss — post‑acquisition	n.a.	(2,466)

* Contingent and deferred consideration consists of $25.2 million of consideration due at a future date which is recognized at fair value on the date of acquisition. The deferred consideration was payable within 18 months from the completion of the transaction and was paid during 2021. The contingent consideration was potentially payable within 24 months from the completion of the transaction, or earlier, should the Group enter into other tower acquisitions in MENA. The contingencies were not met and the contingent consideration was released to the consolidated statement of loss and other comprehensive income in 2021, refer to note 9.

**This was shareholder funding provided by the Group and recorded as short term liabilities in IHS GCC KW. These funds were loaned to IHS Kuwait to fund the acquisition of the towers from Zain. This short term liability was subsequently replaced by external debt (refer to note 22).

IHS Brasil Cesso de Infraestruturas S.A.

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	2020
	$’000
Gross consideration	506,778
Less: cash in business at the date of acquisition	(41,111)
Net cash consideration	465,667
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	111,327
Land and buildings	566
Furniture and office equipment	305
Capital work in progress	4,970
Right of use asset	119,339
Customer related intangible asset	282,412
Network-related assets	22,407
Other intangible assets	33
Deferred tax assets	8,347
Trade and other receivables	14,615
Trade and other payables	(24,123)
Income tax payable	(1,538)
Borrowings	(46,356)
Provisions for other liabilities and charges	(15,437)
Lease liabilities	(123,071)
Deferred tax liabilities	(107,016)
Total identifiable net assets acquired	246,780
Goodwill	218,887
Revenue — post‑acquisition	30,185
Loss — post‑acquisition	(296)

XML

Summary of significant accounting policies (Details)	12 Months Ended
	Dec. 31, 2021 item ₦ / $	Dec. 31, 2020 ₦ / $	Dec. 31, 2019 ₦ / $
Disclosure of detailed information about property, plant and equipment [line items]
Foreign exchange rate	435.00	410.25	364.7
Average foreign exchange rate	415.6	394.3
Typical number of performance obligations in non-lease revenue contracts	2
Lease additional periods	10 years
Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Foreign exchange rate	394.13	363.2	360.4
Bottom of range | Leasing contracts in which reporting entity is lessor
Disclosure of detailed information about property, plant and equipment [line items]
Lease term	5 years
Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Foreign exchange rate	435.00	410.25	364.7
Top of range | Leasing contracts in which reporting entity is lessor
Disclosure of detailed information about property, plant and equipment [line items]
Lease term	10 years
Base station equipment (including civil costs and overheads) | Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	10 years
Base station equipment (including civil costs and overheads) | Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	20 years
Base station equipment (other equipment)
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	15 years
Base station equipment (rectifier and solar power)
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	10 years
Base station equipment (alarm and battery) | Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	3 years
Base station equipment (alarm and battery) | Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	5 years
Base station equipment (generator) | Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	1 year
Base station equipment (generator) | Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	3 years
Fixed line network equipment
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	25 years
Outdoor cabinet
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	10 years
Office complex
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	40 years
Furniture and office equipment
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	3 years
Motor vehicles
Disclosure of detailed information about property, plant and equipment [line items]
Property and equipment estimated useful lives	4 years

XML

Summary of significant accounting policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of detailed information about intangible assets [line items]
Period over which cost of decommissioning of telecommunication towers incurred	20 years
Network | Bottom of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	14 years	14 years	14 years
Remaining amortization period of intangible assets	5 years	6 years	7 years
Network | Top of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	26 years	20 years	16 years
Remaining amortization period of intangible assets	26 years	26 years	10 years
Customerrelated intangible assets | Bottom of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	5 years	5 years	5 years
Remaining amortization period of intangible assets	21 years	1 year	1 year
Customerrelated intangible assets | Top of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	37 years	30 years	30 years
Remaining amortization period of intangible assets	36 years	27 years	26 years
Licenses | Bottom of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	3 years	3 years	3 years
Licenses | Top of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	15 years	15 years	15 years
Computer software | Bottom of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	3 years
Computer software | Top of range
Disclosure of detailed information about intangible assets [line items]
Intangible assets estimated useful lives	5 years

XML

Critical accounting estimates and judgements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Critical Accounting Estimates and Judgements [Line Items]
Value of contracted revenue	$ 10,000,000
Cash and cash equivalents	$ 916,488	$ 585,416	$ 898,802	$ 633,450
Lease renewal term	10 years
Percentage of unpaid regular claims accrued	100.00%
Percentage of unpaid regular claims accrual over certain years	0.00%
Percentage of change in management estimate of regulatory payables	10.00%
Increase (decrease ) in unbilled regulatory payables due to change in management estimate	$ 3,200	2,900	3,500
Nigeria
Critical Accounting Estimates and Judgements [Line Items]
Unbilled regulatory accruals	$ 31,900	$ 28,300	$ 43,800

XML

Critical accounting estimates and judgements - Revenue recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Critical accounting estimates and judgements
Percentage Of Reasonably Possible Increase (Decrease) In Management's Estimate of Variable Consideration	10.00%
Increase (decrease) in revenue as a result of reasonably possible increase (decrease) in management's estimate of variable consideration	$ 16.8	$ 14.2	$ 0.0
Percentage Of Reasonably Possible Increase (Decrease) In Management's Estimate of Amount of Accrued Revenue	20.00%
Increase (decrease) in revenue as a result of reasonably possible increase (decrease) in management's estimate amount of accrued revenue	$ 5.0	$ 3.3	$ 0.8

XML

Introduction and overview of Groups risk management - Sensitivity analysis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Introduction and overview of Group's risk management
Export sales	$ 0
Foreign exchange risk | Euro
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (15,726)	$ (18,652)	$ (11,740)
Effect of US Dollar strengthening on loss	$ 15,726	$ 18,652	$ 11,740
Foreign exchange risk | Rwandan Franc
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (3,284)	$ (3,522)	$ (6,308)
Effect of US Dollar strengthening on loss	$ 3,284	$ 3,522	$ 6,308
Foreign exchange risk | Nigeria Naira
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (106,595)	$ (114,799)	$ (104,540)
Effect of US Dollar strengthening on loss	$ 106,595	$ 114,799	$ 104,540
Foreign exchange risk | Zambian Kwacha
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (11,078)	$ (10,808)	$ (9,807)
Effect of US Dollar strengthening on loss	$ 11,078	$ 10,808	$ 9,807
Foreign exchange risk | Brazil Real
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (15,502)	$ (14,302)
Effect of US Dollar strengthening on loss	$ 15,502	$ 14,302
Foreign exchange risk | Kuwaiti Dinar
Introduction and overview of Group's risk management
Rate of change	5.00%	5.00%	5.00%
Effect of US Dollar weakening on loss	$ (424)	$ (250)
Effect of US Dollar strengthening on loss	$ 424	$ 250

XML

Introduction and overview of Group's risk management - Foreign exchange loans (Details) - Currency risk [member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Introduction and overview of Group's risk management
Payable to related parties	$ (160,111)	$ (222,045)
Nigeria, Nairas | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	2,037,580	2,189,385
Rwanda, Rwanda Francs | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	65,679	56,449
Zambia, Kwacha | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	128,084	119,245
Brazil, Brazil Real | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	310,047	286,032
Kuwait, Dinars | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	8,476	5,007
United States of America, Dollars | Inter Company Loans [Member]
Introduction and overview of Group's risk management
Payable to related parties	$ 290,346	$ 331,668

XML

Introduction and overview of Group's risk management - Exposure to foreign exchange risk (Details) - Foreign exchange risk - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Introduction and overview of Group's risk management
Exposure	$ (160,111)	$ (222,045)
Trade receivables
Introduction and overview of Group's risk management
Exposure	36,629	18,596
Cash and cash equivalents
Introduction and overview of Group's risk management
Exposure	43,928	52,569
Trade payables
Introduction and overview of Group's risk management
Exposure	(28,707)	(34,351)
Borrowings
Introduction and overview of Group's risk management
Exposure	$ (211,961)	$ (258,859)

XML

Introduction and overview of Group's risk management - Interest rate risk (Details) - Interest rate risk [member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of nature and extent of risks arising from financial instruments [line items]
Percentage of increase decrease in interest rate	1.00%	1.00%	1.00%
Effect of 1% (2020: 1%) increase on post tax loss	$ 6,343	$ 5,850	$ 3,041
Effect of 1% (2020: 1%) increase on post tax loss	$ (6,079)	$ (6,035)	$ (2,681)

XML

Introduction and overview of Group's risk management - Credit risk (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Credit risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Maximum exposure to credit risk	$ 1,503,513	$ 1,053,770
Derivative financial instrument assets (note 18) | Credit risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Maximum exposure to credit risk	165,100	182,691
Trade receivables [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impairment allowance	31,063	133,800	$ 133,889	$ 110,615
Trade receivables [member] | Credit risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Maximum exposure to credit risk	222,789	200,652
Cash and cash equivalents and other receivables [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impairment allowance	0	0
Other receivables | Credit risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Maximum exposure to credit risk	199,136	85,011
Cash and Cash Equivalents | Credit risk [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Maximum exposure to credit risk	$ 916,488	$ 585,416

XML

Introduction and overview of Group's risk management - Fitch Credit ratings (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure	$ 199,136	$ 85,011
AA+
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure		4,650
B
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure	145,300	4,881
B-
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure	7,418	14,273
BB-
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure	6,665	7,045
Not rated
Disclosure of nature and extent of risks arising from financial instruments [line items]
Other receivables credit exposure	$ 39,753	$ 54,162

XML

Introduction and overview of Group's risk management - Internal credit rating (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) customer	Dec. 31, 2020 USD ($)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	$ 103,369	$ 89,960
Net trade receivables	$ 222,788	200,652
Number of customers	2
Bottom of range
Disclosure of nature and extent of risks arising from financial instruments [line items]
Number of customers | customer	2
Top of range
Disclosure of nature and extent of risks arising from financial instruments [line items]
Number of customers | customer	5
Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	$ 102,931	89,138
Net trade receivables	$ 211,150	185,344
Revenue percentage	80.00%
Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	$ 438	822
Net trade receivables	$ 11,638	15,308
Revenue percentage	20.00%
Gross carrying amount [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	$ 273,774	334,452
Gross carrying amount [member] | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	217,832	269,563
Gross carrying amount [member] | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	55,942	64,889
Accumulated impairment [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	(50,986)	(133,800)
Accumulated impairment [member] | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	(6,682)	(84,219)
Accumulated impairment [member] | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	(44,304)	(49,581)
Not due
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	39,950	18,953
Not due | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	37,238	18,772
Not due | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	2,712	181
030 days
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	16,532	3,820
030 days | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	15,113	3,616
030 days | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	1,419	204
3160 days
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	28,409	27,276
3160 days | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	25,585	26,393
3160 days | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	2,824	883
6190 days
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	9,988	4,842
6190 days | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	8,024	2,588
6190 days | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	1,964	2,254
Over 90 days
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	75,526	189,601
Over 90 days | Internal Credit Grades, First tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	28,941	129,056
Over 90 days | Internal Credit Grades, Second tier [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Accrued Revenue	$ 46,585	$ 60,545

XML

Introduction and overview of Group's risk management - Impairment loss of trade receivables (Details) - Trade receivables - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of reconciliation of changes in loss allowance and explanation of changes in gross carrying amount for financial instruments [line items]
Opening balance	$ 133,800	$ 133,889	$ 110,615
(Decrease)/Increase in impairment provision	(34,117)	13,081	27,944
Written-off during the year	(67,053)	(2,106)	(5,591)
Foreign exchange	(1,567)	(11,064)	921
Closing balance	$ 31,063	$ 133,800	$ 133,889

XML

Introduction and overview of Group's risk management - Liquidity risk (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	$ 4,720,177	$ 3,825,849
Maximum debt amount	3,500,000	2,600,000
Borrowing capacity utilized	2,700,000	2,300,000
Trade payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	342,841	301,813
Other payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	78,505	81,851
Payroll and other related statutory liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	53,446	27,476
Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	700,877	453,590
Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	3,544,508	2,961,119
Within 1 year
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	892,128	734,197
Within 1 year | Trade payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	342,841	301,813
Within 1 year | Other payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	78,193	72,286
Within 1 year | Payroll and other related statutory liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	53,446	27,476
Within 1 year | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	54,303	39,677
Within 1 year | Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	363,345	292,945
Later than two years and not later than three years [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	763,619	763,932
Later than two years and not later than three years [member] | Other payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	312	9,565
Later than two years and not later than three years [member] | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	106,015	152,386
Later than two years and not later than three years [member] | Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	657,292	601,981
Later than four years and not later than five years [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	1,107,785	993,775
Later than four years and not later than five years [member] | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	99,573	44,294
Later than four years and not later than five years [member] | Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	1,008,212	949,481
Over 5 years
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	1,956,645	1,333,945
Over 5 years | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	440,986	217,233
Over 5 years | Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Contractual undiscounted cash flows	$ 1,515,659	$ 1,116,712

XML

Introduction and overview of Group's risk management - Net leverage ratios (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Disclosure of financial assets [line items]
Borrowings	$ 2,609,090	$ 2,203,209	$ 2,055,878	$ 1,897,774
Lease liabilities	376,101	314,747	184,494	204,065
Less: Cash and cash equivalents	(916,488)	(585,416)	$ (898,802)	$ (633,450)
Net debt	2,068,703	1,932,540
Adjusted EBITDA	$ 926,396	$ 819,014
Management net leverage ratio	2.2	2.4
Top of range
Disclosure of financial assets [line items]
Target ratio of net debt to adjusted EBITDA	4.0	4.0
Bottom of range
Disclosure of financial assets [line items]
Target ratio of net debt to adjusted EBITDA	3.0	3.0

XML

Introduction and overview of Group's risk management - Financial instruments that are measured at fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	$ 161,340	$ 175,414
Fair value through other comprehensive income financial assets
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	11	8
Embedded options within listed bonds
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	165,100	155,196
Non-deliverable forwards (NDF)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	(3,771)	27,495
Embedded derivatives within revenue contracts
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value		(7,285)
Level 1 of fair value hierarchy [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	11	8
Level 1 of fair value hierarchy [member] | Fair value through other comprehensive income financial assets
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	11	8
Level 2 of fair value hierarchy [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	161,329	182,691
Level 2 of fair value hierarchy [member] | Embedded options within listed bonds
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	165,100	155,196
Level 2 of fair value hierarchy [member] | Non-deliverable forwards (NDF)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	$ (3,771)	27,495
Level 3 of fair value hierarchy [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value		(7,285)
Level 3 of fair value hierarchy [member] | Embedded derivatives within revenue contracts
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value		$ (7,285)

XML

Introduction and overview of Group's risk management - Reconciliation of Level 3 fair value measurements of financial instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Opening balance at January 1	$ 3,223,452
Closing balance at December 31	3,747,691	$ 3,223,452
Level 3 of fair value hierarchy [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Opening balance at January 1	7,285
Recognition of embedded derivatives within revenue contracts		7,575
Change in fair value	(7,231)	(169)
Foreign exchange translation impact	(54)	(121)
Closing balance at December 31	$ 7,285	$ 7,285

XML

Introduction and overview of Group's risk management - Fair value estimation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	$ 3,410,308	$ 2,899,340
Not measured at fair value in statement of financial position but for which fair value is disclosed [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	2,609,090	2,203,209
Fair value	2,668,792	2,230,846
Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	2,609,090	2,203,209
Bank and bond borrowings | Not measured at fair value in statement of financial position but for which fair value is disclosed [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	2,609,090	2,203,209
Fair value	$ 2,668,792	$ 2,230,846

XML

Introduction and overview of Group's risk management - Financial instruments by category - Financial assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	$ 1,503,524	$ 1,053,778
Financial assets at amortised cost, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	1,338,413	871,079
Financial assets at fair value through profit or loss, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	165,100	182,691
Financial assets at fair value through other comprehensive income, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	11	8
Trade receivables [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	222,789	200,652
Trade receivables [member] | Financial assets at amortised cost, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	222,789	200,652
Other receivables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	199,136	85,011
Other receivables | Financial assets at amortised cost, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	199,136	85,011
Cash and cash equivalents
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	916,488	585,416
Cash and cash equivalents | Financial assets at amortised cost, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	916,488	585,416
Financial assets at fair value through other comprehensive income, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	11	8
Financial assets at fair value through other comprehensive income, category [member] | Financial assets at fair value through other comprehensive income, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	11	8
Derivatives [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	165,100	182,691
Derivatives [member] | Financial assets at fair value through profit or loss, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets	$ 165,100	$ 182,691

XML

Introduction and overview of Group's risk management - Financial instruments by category - Financial liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	$ 3,410,308	$ 2,899,340
Amortized cost
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	3,406,537	2,892,055
Financial liabilities at fair value through profit or loss, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	3,771	7,285
Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	2,609,090	2,203,209
Bank and bond borrowings | Amortized cost
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	2,609,090	2,203,209
Trade payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	342,841	301,813
Trade payables | Amortized cost
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	342,841	301,813
Other payables
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	78,505	72,286
Other payables | Amortized cost
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	78,505	72,286
Lease liabilities [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	376,101	314,747
Lease liabilities [member] | Amortized cost
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	376,101	314,747
Derivatives [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	3,771	7,285
Derivatives [member] | Financial liabilities at fair value through profit or loss, category [member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities	$ 3,771	$ 7,285

XML

Segment reporting - Summarized financial information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Geographical information
Number of operating segments | segment	4
Number of reporting segments | segment	4
Revenue	$ 1,579,730	$ 1,403,149	$ 1,231,056
Adjusted EBITDA	926,396	819,014	668,614
Depreciation and amortization	(382,882)	(408,662)	(384,507)
Net (gain)/loss on disposal of property, plant and equipment	2,499	764	(5,819)
Insurance claims	6,861	14,987	3,607
Impairment of withholding tax receivables	(61,810)	(31,533)	(44,586)
Business combination transaction costs	(15,779)	(13,727)	(3,745)
Impairment of property, plant and equipment and prepaid rental	(51,113)	(27,594)	(21,604)
Reversal of provision for decommissioning costs	2,671
Listing costs	(22,153)	(12,652)	(1,078)
Other costs	(15,752)	(310)	(16,932)
Share-based payment expense	(11,780)	(8,342)	(351,054)
Finance income	25,522	148,968	36,045
Finance costs	(422,034)	(633,766)	(288,915)
Other non-operating income and expenses	11,213
Profit/(loss) before income tax	(8,141)	(152,853)	(409,974)
Segment assets	5,473,651	4,447,643
Segment liabilities	3,747,691	3,223,452
Redundancy costs			3,200
Professional costs related to financing	15,100		9,600
Aborted transaction costs	700		600
MENA startup costs			3,400
Nigeria
Geographical information
Revenue	1,146,732	1,037,836	925,704
Adjusted EBITDA	783,544	701,273	559,049
Additions of property, plant and equipment and intangible assets: - In the normal course of business	318,971	195,692	363,501
Segment assets	2,038,376	2,040,911	2,349,699
Segment liabilities	745,944	747,428	768,206
SSA
Geographical information
Revenue	343,945	313,416	305,352
Adjusted EBITDA	190,654	170,784	165,626
Additions of property, plant and equipment and intangible assets: - In the normal course of business	56,291	61,147	49,704
Segment assets	1,024,347	1,043,669	1,056,982
Segment liabilities	494,236	532,801	552,343
Latam
Geographical information
Revenue	59,706	30,185
Adjusted EBITDA	42,688	22,696
Additions of property, plant and equipment and intangible assets: - through business combinations	677,226	760,246
Additions of property, plant and equipment and intangible assets: - In the normal course of business	103,338	31,703
Segment assets	1,385,224	682,813
Segment liabilities	342,181	266,596
MENA
Geographical information
Revenue	29,347	21,712
Adjusted EBITDA	13,085	9,937
Additions of property, plant and equipment and intangible assets: - through business combinations		112,878
Additions of property, plant and equipment and intangible assets: - In the normal course of business	20,725	8,465
Segment assets	173,888	142,210
Segment liabilities	100,947	92,917
Other
Geographical information
Adjusted EBITDA	$ (103,575)	$ (85,676)	$ (56,061)

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Segment reporting - Geographical information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Geographical information
Revenue	$ 1,579,730	$ 1,403,149	$ 1,231,056
Noncurrent assets	$ 4,045,883	$ 3,458,323
Customer A
Geographical information
Revenue percentage	66.00%	66.00%	63.00%
Customer B
Geographical information
Revenue percentage	14.00%		13.00%
Customer B | Top of range
Geographical information
Revenue percentage		10.00%
Customer C
Geographical information
Revenue percentage		14.00%	14.00%
Customer C | Top of range
Geographical information
Revenue percentage	10.00%
Countries where entity holds significant non-current assets
Geographical information
Noncurrent assets	$ 3,800,229	$ 3,253,267	$ 2,874,790
Nigeria
Geographical information
Revenue	1,146,732	1,037,836	925,704
Noncurrent assets	$ 1,572,774	1,654,318	1,991,553
COTE D'IVOIRE
Geographical information
Noncurrent assets		$ 330,705	317,597
COTE D'IVOIRE | Top of range
Geographical information
Percentage of entity's non-current assets	10.00%
CAMEROON
Geographical information
Noncurrent assets			288,773
CAMEROON | Top of range
Geographical information
Percentage of entity's non-current assets	10.00%	10.00%
BRAZIL
Geographical information
Noncurrent assets	$ 812,100	$ 641,253
Rest of world
Geographical information
Revenue	432,998	365,313	305,352
Noncurrent assets	$ 1,415,355	$ 626,991	$ 276,867

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Segment reporting - Major customers (Details)	12 Months Ended
	Dec. 31, 2021 customer	Dec. 31, 2020	Dec. 31, 2019
Geographical information
Number of major customers	2
Top of range
Geographical information
Number of major customers	5
Customer A
Geographical information
Revenue percentage	66.00%	66.00%	63.00%
Customer B
Geographical information
Revenue percentage	14.00%		13.00%
Customer B | Top of range
Geographical information
Revenue percentage		10.00%
Customer C
Geographical information
Revenue percentage		14.00%	14.00%
Customer C | Top of range
Geographical information
Revenue percentage	10.00%

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Revenue - Disaggregation of revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue.
Lease component	$ 1,233,816	$ 1,026,103	$ 889,909
Services component	345,914	377,046	341,147
Total revenue	$ 1,579,730	$ 1,403,149	$ 1,231,056

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Revenue - Performance obligation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Remaining performance obligation	$ 2,177,268	$ 2,318,354	$ 2,113,329
Within one year
Revenue
Remaining performance obligation	351,071	343,209	290,645
1-2 years
Revenue
Remaining performance obligation	309,861	331,608	263,298
2-3 years
Revenue
Remaining performance obligation	255,791	291,891	250,167
3-4 years
Revenue
Remaining performance obligation	211,615	258,129	218,380
4-5 years
Revenue
Remaining performance obligation	190,018	214,223	196,753
After 5 years
Revenue
Remaining performance obligation	$ 858,912	$ 879,294	$ 894,086

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Revenue - Future minimum receipts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	$ 7,847,250	$ 6,894,473	$ 5,376,066
Bottom of range
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Term of lease	5 years
Top of range
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Term of lease	20 years
Within one year
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	$ 1,284,692	1,011,501	791,654
1-2 years
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	1,177,665	981,778	704,054
2-3 years
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	1,083,942	880,316	678,734
3-4 years
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	847,224	801,452	572,273
4-5 years
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	749,839	625,352	520,933
After 5 years
Disclosure of maturity analysis of finance lease payments receivable [abstract]
Future minimum receipts	$ 2,703,888	$ 2,594,074	$ 2,108,418

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Cost of sales (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Administrative expenses
Staff costs	$ 139,670	$ 111,306	$ 417,138
Impairment of property, plant and equipment and prepaid land rent	51,113	27,594	21,604
Total Cost of sales	907,388	838,423	810,967
Indirect tax receivable	400	800
Cost of sales.
Administrative expenses
Tower repairs and maintenance	74,523	75,931	69,304
Power generation	267,044	216,030	237,640
Short term site rental	11,165	7,543	3,547
Short term other rent	3,419	3,085	2,289
Vehicle maintenance and repairs	2,754	2,754	2,108
Site regulatory permits	41,165	27,313	19,360
Security services	36,132	32,719	33,027
Insurance	4,156	4,695	5,958
Staff costs	26,323	24,588	20,561
Travel costs	7,155	4,313	4,719
Professional fees	3,385	2,457	2,122
Depreciation	330,799	367,007	353,368
Amortization	34,051	32,503	24,549
Impairment of property, plant and equipment and prepaid land rent	51,113	27,594	21,604
Other	14,204	9,891	10,811
Total Cost of sales	$ 907,388	$ 838,423	$ 810,967

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Administrative expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Administrative expenses
Key management compensation	$ 35,437	$ 19,805	$ 363,500
Share-based payment expense	11,780	8,342	351,054
Business combination transaction costs	15,779	13,727	3,745
Impairment of withholding tax receivables	61,810	31,533	44,586
Net (gain)/loss on disposal of property, plant and equipment	(2,499)	(764)	5,819
Other	15,752	310	16,932
Total administrative expenses	336,511	236,112	556,285
Administrative expenses.
Administrative expenses
Facilities, short term rental and upkeep	23,210	12,872	12,881
Depreciation	13,917	6,240	2,392
Amortization	4,115	2,912	4,198
Travel costs	8,654	6,815	13,475
Staff costs	101,567	78,376	45,523
Key management compensation	25,642	13,776	20,215
Share-based payment expense	11,780	8,342	351,054
Professional fees	49,685	38,200	15,275
Business combination transaction costs	15,779	13,727	3,745
Impairment of withholding tax receivables	61,810	31,533	44,586
Net (gain)/loss on disposal of property, plant and equipment	(2,499)	(764)	5,819
Operating taxes	1,561	2,239	505
Other	21,290	21,844	36,617
Total administrative expenses	$ 336,511	$ 236,112	$ 556,285

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Administrative expenses - Loss allowance on trade receivables (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Administrative expenses.
Impairment loss (reversal of impairment loss) on trade receivables, net	$ (34,031)	$ 13,081	$ 27,944

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Administrative expenses - Staff Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Administrative expenses
Salaries and wages	$ 106,754	$ 85,690	$ 54,632
Pension contribution - employer	4,854	3,780	2,474
Other benefits	16,282	13,494	8,978
Share-based payment expense	11,780	8,342	351,054
Total Staff costs	139,670	111,306	417,138
Cost of sales.
Administrative expenses
Total Staff costs	26,323	24,588	20,561
Administrative expenses.
Administrative expenses
Share-based payment expense	11,780	8,342	351,054
Total Staff costs	113,347	86,718	396,577
Staff costs	$ 101,567	$ 78,376	$ 45,523

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Other income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other income.
Insurance claims	$ 6,861	$ 14,987	$ 3,607
Other income	11,648	1,425	3,429
Total other income	18,509	$ 16,412	7,036
One off claim, insurance income	$ 8,700		$ 0

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Finance Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finance income.
Interest income - bank deposits	$ 7,798	$ 5,101	$ 14,732
Net foreign exchange gain arising from derivative instruments - unrealized		29,151	53
Net foreign exchange gain arising from derivative instruments - realized	9,889	4,061	228
Fair value gain on embedded options	604	110,655	17,245
Fair value gain on embedded derivative in revenue contract	7,231		3,787
Total Finance income	$ 25,522	$ 148,968	$ 36,045

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Finance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finance costs.
Interest expenses - third party loans	$ 179,280	$ 182,246	$ 193,829
Unwinding of discount on decommissioning liability	4,644	2,644	1,712
Interest and finance charges for lease liabilities	32,826	27,384	16,024
Net foreign exchange loss arising from financing - unrealized	126,131	363,953	47,291
Net foreign exchange loss arising from financing - realized	43,422	49,564
Net foreign exchange loss on derivative instruments - realized			1,594
Costs paid on early loan and bond settlement	18,171		22,153
Fees on loans and financial derivatives	13,663	7,806	6,312
Fair value loss on embedded derivative within revenue contract		169
Net foreign exchange loss on derivative instruments-unrealized	3,897
Finance costs	$ 422,034	$ 633,766	$ 288,915

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Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense
Current taxes on income	$ 91,692	$ 95,107	$ 3,304
Deferred income taxes	(73,712)	74,722	10,214
Total taxes	$ 17,980	$ 169,829	$ 13,518

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Income Tax Expense - Reconciliation of effective tax charge (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of effective tax charge
Loss before income tax	$ (8,141)	$ (152,853)	$ (409,974)
Tax calculated at domestic tax rates applicable to profits in respective countries	(4,433)	(66,049)	(71,224)
Tax incentives and income not subject to taxation	(46,175)	(34,932)	(39,725)
Expenses not deductible for tax purposes	76,059	82,662	88,792
Movement in deferred tax assets not recognized	74,084	181,403	20,475
Change in tax base	(86,184)
Prior year under provision	6,636	478	(43,280)
Other profitrelated taxes	5,239	876	5,813
Foreign tax credit		(3,570)	(8,406)
Effects of changes in tax rates	(5,272)
Non-deductible share-based payment expense	1,441	1,082	52,136
Foreign exchange effects and other differences	(3,415)	7,879	8,937
Total taxes	$ 17,980	$ 169,829	$ 13,518

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Income Tax Expense - Current Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of operating segments [line items]
Current income tax receivables	$ 128		$ 233
Current income tax payables	(68,834)	$ (48,703)	(30,373)
Current tax liabilities (assets), net	$ (68,706)	$ (48,703)	$ (30,140)	$ (26,415)
Nigeria
Disclosure of operating segments [line items]
Education tax rate	2.50%	2.00%

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Income Tax Expense - Movement in current Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Movement in Current Income Tax
At beginning of year	$ (48,703)	$ (30,140)	$ (26,415)
Additions through business combination	(3,434)	(1,538)
Charged to profit or loss	(91,692)	(95,107)	(3,304)
Paid during the year	29,147	14,540	13,396
Withholding tax netting off	45,849	59,986
Exchange difference	127	3,556	(13,817)
At end of year	$ (68,706)	$ (48,703)	$ (30,140)

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Loss per share (Details) $ / shares in Units, shares in Thousands, $ in Thousands		12 Months Ended
	Oct. 13, 2021	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Earnings per share [line items]
Loss before income tax | $		$ (26,121)	$ (322,682)	$ (423,492)
Non-controlling interest | $		(289)	(688)
Owners of the Company | $		$ (25,832)	$ (321,994)	$ (423,492)
Basic weighted average shares outstanding | shares		301,185	294,103	293,570
Potentially dilutive securities | shares		20,323	23,246	22,911
Potentially dilutive weighted average common shares outstanding | shares		321,508	317,349	316,481
Loss per share - basic | $ / shares		$ (0.09)	$ (1.09)	$ (1.44)
Loss per share - diluted | $ / shares		$ (0.09)	$ (1.09)	$ (1.44)
Class A and B shares
Earnings per share [line items]
Ratio for exchange of old classes of shares into ordinary shares	500

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Property, plant and equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	$ 1,438,040
Additions during the year	371,089	$ 176,003	$ 160,527
Charge for the year	344,716	373,247	355,760
Ending balance	1,708,834	1,438,040
Total (excluding right-of-use assets)
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,438,040	1,537,155
Ending balance	1,708,834	1,438,040	1,537,155
Total (excluding right-of-use assets) | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	2,820,519	2,700,132	2,476,815
Additions during the year	257,367	103,115	113,057
Additions through business combinations	304,648	150,229
Transfer from advance payments	127,372	121,986	262,097
Disposals	23,266	26,199	108,633
Effects of movement in exchange rates	(163,572)	(228,744)	(43,204)
Ending balance	3,323,068	2,820,519	2,700,132
Total (excluding right-of-use assets) | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(1,382,479)	(1,162,977)	(944,839)
Charge for the year	284,438	319,968	317,630
Impairment	48,073	27,245	21,565
Disposals	(16,549)	(22,770)	(102,730)
Effects of movement in exchange rates	84,207	104,941	18,327
Ending balance	(1,614,234)	(1,382,479)	(1,162,977)
Towers and tower equipment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,307,928	1,393,153
Ending balance	1,254,213	1,307,928	1,393,153
Towers and tower equipment | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	2,660,120	2,527,637	2,257,701
Additions during the year	20,995	10,287	15,135
Additions through business combinations	77,142	144,388
Reclassification	124,548	91,165	129,420
Transfer from advance payments	111,439	124,272	272,298
Disposals	21,359	23,591	106,757
Effects of movement in exchange rates	(143,357)	(214,038)	(40,160)
Ending balance	2,829,528	2,660,120	2,527,637
Towers and tower equipment | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(1,352,192)	(1,134,484)	(918,520)
Charge for the year	272,068	315,131	313,320
Impairment	48,391	26,824	21,565
Disposals	(14,660)	(21,435)	(101,100)
Effects of movement in exchange rates	82,676	102,812	17,821
Ending balance	(1,575,315)	(1,352,192)	(1,134,484)
Fiber assets
Disclosure of detailed information about property, plant and equipment [line items]
Ending balance	239,909
Fiber assets | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Additions through business combinations	220,950
Reclassification	23,241
Transfer from advance payments	7,862
Effects of movement in exchange rates	(6,790)
Ending balance	245,263
Fiber assets | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Charge for the year	5,366
Effects of movement in exchange rates	12
Ending balance	(5,354)
Land and buildings
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	45,708	50,571
Ending balance	54,631	45,708	50,571
Land and buildings | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	47,436	51,734	48,679
Additions during the year	825	768	859
Additions through business combinations	968	566
Reclassification	5,999	887	1,825
Transfer from advance payments	4,112	620	672
Disposals		1,203
Effects of movement in exchange rates	(3,072)	(5,936)	(301)
Ending balance	56,268	47,436	51,734
Land and buildings | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(1,728)	(1,163)	(880)
Charge for the year	296	331	296
Impairment	(318)	421
Effects of movement in exchange rates	69	187	13
Ending balance	(1,637)	(1,728)	(1,163)
Furniture and office equipment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	3,878	3,199
Ending balance	5,041	3,878	3,199
Furniture and office equipment | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	18,169	15,877	13,500
Additions during the year	5,056	2,470	2,732
Additions through business combinations	93	305
Reclassification		808
Transfer from advance payments		91
Disposals	82	95	187
Effects of movement in exchange rates	(1,038)	(1,287)	(168)
Ending balance	22,198	18,169	15,877
Furniture and office equipment | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(14,291)	(12,678)	(10,842)
Charge for the year	3,806	2,547	2,145
Disposals	(73)	(41)	(173)
Effects of movement in exchange rates	867	893	136
Ending balance	(17,157)	(14,291)	(12,678)
Motor vehicles
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	5,880	5,172
Ending balance	8,687	5,880	5,172
Motor vehicles | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	20,148	19,824	18,708
Additions during the year	6,012	2,576	3,327
Reclassification		658
Disposals	1,825	1,310	1,689
Effects of movement in exchange rates	(877)	(1,600)	(522)
Ending balance	23,458	20,148	19,824
Motor vehicles | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(14,268)	(14,652)	(14,597)
Charge for the year	2,902	1,959	1,869
Disposals	(1,816)	(1,294)	(1,457)
Effects of movement in exchange rates	583	1,049	357
Ending balance	(14,771)	(14,268)	(14,652)
Capital work in progress
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	74,646	85,060
Additions during the year	224,479	87,014	91,004
Ending balance	146,353	74,646	85,060
Capital work in progress | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	74,646	85,060	138,227
Additions during the year	224,479	87,014	91,004
Additions through business combinations	5,495	4,970
Reclassification	(153,788)	(93,518)	(131,245)
Transfer from advance payments	3,959	(2,997)	(10,873)
Effects of movement in exchange rates	(8,438)	(5,883)	(2,053)
Ending balance	146,353	74,646	85,060
Right-of-use asset
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	468,130	369,862
Additions during the year	113,722	72,888	47,470
Ending balance	520,651	468,130	369,862
Right-of-use asset | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	549,594	406,897	372,000
Additions during the year	113,722	72,888	47,470
Additions through business combinations	41,709	129,711
Disposals	18,872	15,721	6,307
Effects of movement in exchange rates	(35,649)	(44,181)	(6,266)
Ending balance	650,504	549,594	406,897
Right-of-use asset | Accumulated amortization and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(81,464)	(37,035)
Charge for the year	60,685	54,089	38,130
Impairment	2,797
Disposals	(8,634)	(5,594)	(735)
Effects of movement in exchange rates	6,459	4,066	360
Ending balance	$ (129,853)	$ (81,464)	$ (37,035)

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Property, plant and equipment - Depreciation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation expense	$ 344,716	$ 373,247	$ 355,760
Cost of sales.
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation expense	330,799	367,007	353,368
Administrative expense
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation expense	$ 13,917	$ 6,240	$ 2,392

XML

Property, plant and equipment - Analysis of additions to property, plant and equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	$ 371,089	$ 176,003	$ 160,527
Capital work in progress
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	224,479	87,014	91,004
Decommissioning estimates
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	7,212	8,315	405
Right-of-use asset
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	113,722	72,888	47,470
Base station equipment (other equipment)
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	13,666	$ 7,786	$ 21,648
Non-cash, other
Disclosure of detailed information about property, plant and equipment [line items]
Additions during the year	$ 12,010

XML

Property, plant and equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, value of asset retirement obligation	$ 48,600,000	$ 21,800,000	$ 17,100,000
Right of use assets	520,651,000	468,130,000
IHS Brasil Cesso de Infraestruturas S.A.
Disclosure of detailed information about property, plant and equipment [line items]
Indirect taxes benefit	400,000	800,000	0
Towers and tower equipment
Disclosure of detailed information about property, plant and equipment [line items]
Borrowing costs capitalized	0
Warehouse in Cameroon damaged by fire
Disclosure of detailed information about property, plant and equipment [line items]
Impairment	5,700,000
Towers under rationalization program agreed with Key Customer
Disclosure of detailed information about property, plant and equipment [line items]
Recoverable amount	0
Vehicles
Disclosure of detailed information about property, plant and equipment [line items]
Right of use assets	$ 1,800,000	$ 1,300,000	$ 300,000

XML

Goodwill and other intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and other intangible assets
Beginning balance	$ 1,347,097	$ 967,773
Charge for the year	38,166	35,415	$ 28,747
Ending balance	1,570,744	1,347,097	967,773
Cost
Goodwill and other intangible assets
Beginning balance	1,500,380	1,094,432	1,108,708
Additions during the year	5,054	2,464	5,286
Additions through business combinations	330,869	593,184
Disposals	741	476
Exchange difference	(83,826)	(189,224)	(19,562)
Ending balance	1,751,736	1,500,380	1,094,432
Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(153,283)	(126,659)	(99,203)
Charge for the year	38,166	35,415	28,747
Disposals	(741)	(475)
Exchange difference	9,716	8,316	1,291
Ending balance	(180,992)	(153,283)	(126,659)
Goodwill
Goodwill and other intangible assets
Beginning balance	656,256	518,141
Ending balance	869,319	656,256	518,141
Goodwill | Cost
Goodwill and other intangible assets
Beginning balance	656,507	518,392	530,910
Additions through business combinations	248,869	232,030
Exchange difference	(35,806)	(93,915)	(12,518)
Ending balance	869,570	656,507	518,392
Goodwill | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(251)	(251)	(251)
Ending balance	(251)	(251)	(251)
Customerrelated intangible assets
Goodwill and other intangible assets
Beginning balance	622,719	407,105
Ending balance	636,288	622,719	407,105
Customerrelated intangible assets | Cost
Goodwill and other intangible assets
Beginning balance	732,434	496,990	503,442
Additions through business combinations	78,173	324,290
Exchange difference	(42,751)	(88,846)	(6,452)
Ending balance	767,856	732,434	496,990
Customerrelated intangible assets | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(109,715)	(89,885)	(71,501)
Charge for the year	29,037	26,921	19,468
Exchange difference	7,184	7,091	1,084
Ending balance	(131,568)	(109,715)	(89,885)
Network - related intangible assets
Goodwill and other intangible assets
Beginning balance	54,530	27,601
Ending balance	50,921	54,530	27,601
Network - related intangible assets | Cost
Goodwill and other intangible assets
Beginning balance	73,552	43,556	43,841
Additions through business combinations	2,792	36,831
Exchange difference	(3,538)	(6,835)	(285)
Ending balance	72,806	73,552	43,556
Network - related intangible assets | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(19,022)	(15,955)	(13,106)
Charge for the year	4,237	4,070	2,950
Exchange difference	1,374	1,003	101
Ending balance	(21,885)	(19,022)	(15,955)
Licenses
Goodwill and other intangible assets
Beginning balance	9,340	9,525
Ending balance	10,829	9,340	9,525
Licenses | Cost
Goodwill and other intangible assets
Beginning balance	15,796	14,592	14,876
Additions during the year	3,145	4	19
Disposals	18	1
Exchange difference	(1,217)	1,201	(303)
Ending balance	17,706	15,796	14,592
Licenses | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(6,456)	(5,067)	(4,284)
Charge for the year	978	871	877
Disposals	(15)
Exchange difference	542	(518)	94
Ending balance	(6,877)	(6,456)	(5,067)
Software
Goodwill and other intangible assets
Beginning balance	4,252	5,401
Ending balance	3,387	4,252	5,401
Software | Cost
Goodwill and other intangible assets
Beginning balance	22,091	20,902	15,639
Additions during the year	1,909	2,460	5,267
Additions through business combinations	1,035	33
Disposals	723	475
Exchange difference	(514)	(829)	(4)
Ending balance	23,798	22,091	20,902
Software | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(17,839)	(15,501)	(10,061)
Charge for the year	3,914	3,553	5,452
Disposals	(726)	(475)
Exchange difference	616	740	12
Ending balance	$ (20,411)	$ (17,839)	$ (15,501)

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Goodwill and other intangible assets - Amortization expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and other intangible assets
Amortization expense	$ 38,166	$ 35,415	$ 28,747
Cost of sales.
Goodwill and other intangible assets
Amortization expense	34,051	32,503	24,549
Administrative expenses.
Goodwill and other intangible assets
Amortization expense	$ 4,115	$ 2,912	$ 4,198

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Goodwill and other intangible assets - Allocation of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of intangible assets material to entity [line items]
Opening balance	$ 656,256	$ 518,141	$ 530,659
Additions	248,869	232,030
Effects of movements in exchange rates	(35,806)	(93,915)	(12,518)
Closing balance	869,319	656,256	518,141
IHS Nigeria Limited
Disclosure of intangible assets material to entity [line items]
Opening balance	63,374	71,297	71,328
Effects of movements in exchange rates	(3,606)	(7,923)	(31)
Closing balance	59,768	63,374	71,297
INT Towers Limited
Disclosure of intangible assets material to entity [line items]
Opening balance	227,715	256,149	256,261
Effects of movements in exchange rates	(12,940)	(28,434)	(112)
Closing balance	214,775	227,715	256,149
IHS Towers NG Limited
Disclosure of intangible assets material to entity [line items]
Opening balance	45,741	51,460	51,483
Effects of movements in exchange rates	(2,603)	(5,719)	(23)
Closing balance	43,138	45,741	51,460
IHS Cameroon S.A.
Disclosure of intangible assets material to entity [line items]
Opening balance	48,170	43,933	44,910
Effects of movements in exchange rates	(3,782)	4,237	(977)
Closing balance	44,388	48,170	43,933
IHS Mauritius Cote d Ivoire Limited
Disclosure of intangible assets material to entity [line items]
Opening balance	23,888	21,787	22,272
Effects of movements in exchange rates	(1,876)	2,101	(485)
Closing balance	22,012	23,888	21,787
IHS Zambia Group
Disclosure of intangible assets material to entity [line items]
Opening balance	39,907	60,529	70,780
Effects of movements in exchange rates	10,802	(20,622)	(10,251)
Closing balance	50,709	39,907	60,529
IHS Rwanda Group
Disclosure of intangible assets material to entity [line items]
Opening balance	12,319	12,986	13,625
Effects of movements in exchange rates	(452)	(667)	(639)
Closing balance	11,867	12,319	$ 12,986
IHS Kuwait Limited
Disclosure of intangible assets material to entity [line items]
Opening balance	13,142
Additions		13,143
Effects of movements in exchange rates	(773)	(1)
Closing balance	12,369	13,142
IHS Latam tower businesses
Disclosure of intangible assets material to entity [line items]
Opening balance	182,000
Additions	75,034	218,887
Effects of movements in exchange rates	(15,583)	(36,887)
Closing balance	241,451	$ 182,000
I-Systems
Disclosure of intangible assets material to entity [line items]
Additions	173,835
Effects of movements in exchange rates	(4,993)
Closing balance	$ 168,842

XML

Goodwill and other intangible assets - Recoverable amounts based on value in use (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and other intangible assets
Cash flow calculations, projection period	5 years
Bottom of range
Goodwill and other intangible assets
Terminal growth rate		2.00%
Top of range
Goodwill and other intangible assets
Terminal growth rate		3.20%
IHS Nigeria Limited
Goodwill and other intangible assets
Discount rate	16.10%	22.60%	15.80%
Terminal growth rate	2.70%	2.70%	3.20%
IHS Nigeria Limited | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	3.32	2.59	2.35
Gross margins excluding depreciation & amortization	64.20%	67.80%	69.80%
IHS Nigeria Limited | Top of range
Goodwill and other intangible assets
Tenancy Ratio	5.18	4.55	3.90
Gross margins excluding depreciation & amortization	79.70%	82.10%	77.10%
INT Towers Limited
Goodwill and other intangible assets
Discount rate	16.00%	22.50%	16.50%
Terminal growth rate	2.70%	2.70%	3.20%
INT Towers Limited | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	3.56	2.87	2.46
Gross margins excluding depreciation & amortization	67.40%	73.70%	60.80%
INT Towers Limited | Top of range
Goodwill and other intangible assets
Tenancy Ratio	4.98	5.22	3.90
Gross margins excluding depreciation & amortization	74.90%	79.90%	71.90%
IHS Towers NG Limited
Goodwill and other intangible assets
Discount rate	16.50%	23.20%	16.20%
Terminal growth rate	2.70%	2.70%	3.20%
IHS Towers NG Limited | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	3.63	2.80	3.29
Gross margins excluding depreciation & amortization	52.30%	64.40%	60.90%
IHS Towers NG Limited | Top of range
Goodwill and other intangible assets
Tenancy Ratio	4.44	3.02	3.80
Gross margins excluding depreciation & amortization	63.10%	69.90%	65.40%
IHS Cameroon S.A.
Goodwill and other intangible assets
Discount rate	12.10%	13.80%	13.20%
Terminal growth rate	3.20%	3.20%	3.20%
IHS Cameroon S.A. | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	2.37	2.61	3.33
Gross margins excluding depreciation & amortization	57.80%	55.90%	53.80%
IHS Cameroon S.A. | Top of range
Goodwill and other intangible assets
Tenancy Ratio	2.89	3.16	4.22
Gross margins excluding depreciation & amortization	64.60%	61.00%	57.90%
IHS Mauritius Cote d Ivoire Limited
Goodwill and other intangible assets
Discount rate	9.80%	10.00%	10.30%
Terminal growth rate	3.20%	3.20%	3.20%
IHS Mauritius Cote d Ivoire Limited | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	3.45	3.44	2.39
Gross margins excluding depreciation & amortization	53.80%	57.50%	56.10%
IHS Mauritius Cote d Ivoire Limited | Top of range
Goodwill and other intangible assets
Tenancy Ratio	4.46	4.56	3.49
Gross margins excluding depreciation & amortization	63.50%	61.60%	59.90%
IHS Zambia Group
Goodwill and other intangible assets
Discount rate	24.10%	32.20%	21.80%
Terminal growth rate	2.00%	3.20%	3.20%
IHS Zambia Group | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	2.40	2.21	2.05
Gross margins excluding depreciation & amortization	65.20%	68.40%	62.60%
IHS Zambia Group | Top of range
Goodwill and other intangible assets
Tenancy Ratio	3.30	2.93	2.58
Gross margins excluding depreciation & amortization	74.60%	75.80%	73.00%
IHS Rwanda Group
Goodwill and other intangible assets
Discount rate	15.50%	17.00%	16.30%
Terminal growth rate	3.20%	3.20%	3.20%
IHS Rwanda Group | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	2.04	2.13	2.05
Gross margins excluding depreciation & amortization	67.00%	65.90%	68.60%
IHS Rwanda Group | Top of range
Goodwill and other intangible assets
Tenancy Ratio	2.97	2.60	2.37
Gross margins excluding depreciation & amortization	73.30%	69.80%	70.00%
IHS Kuwait Limited
Goodwill and other intangible assets
Discount rate	6.00%	5.00%
Terminal growth rate	2.90%	2.80%
IHS Kuwait Limited | Bottom of range
Goodwill and other intangible assets
Tenancy Ratio	1.00	1.00
Gross margins excluding depreciation & amortization	52.40%	45.30%
IHS Kuwait Limited | Top of range
Goodwill and other intangible assets
Tenancy Ratio	1.46	1.46
Gross margins excluding depreciation & amortization	64.90%	59.20%

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Goodwill and other intangible assets - Sensitivity analysis (Details)	12 Months Ended
	Dec. 31, 2021
IHS Nigeria Limited
Goodwill and other intangible assets
% Rise in discount rate	36.20%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	2.51
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	49.30%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
INT Towers Limited
Goodwill and other intangible assets
% Rise in discount rate	83.70%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	3.06
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	57.00%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Towers NG Limited
Goodwill and other intangible assets
% Rise in discount rate	11.00%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	1.44
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	24.00%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Cameroon S.A.
Goodwill and other intangible assets
% Rise in discount rate	4.00%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	0.52
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	16.70%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Mauritius Cote d Ivoire Limited
Goodwill and other intangible assets
% Rise in discount rate	6.80%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	1.76
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	37.20%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Zambia Group
Goodwill and other intangible assets
% Rise in discount rate	10.50%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	0.65
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	19.20%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Rwanda Group
Goodwill and other intangible assets
% Rise in discount rate	7.20%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	0.72
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	22.70%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%
IHS Kuwait Limited
Goodwill and other intangible assets
% Rise in discount rate	4.60%
Decrease in tenancy ratio for carrying amount to exceed recoverable amount	0.43
Period of tenancy ratio	4 years
Gross margin (excluding depreciation and amortization)	34.10%
Period of gross margin	4 years
Decrease in terminal growth rate	0.00%

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Goodwill and other intangible assets - Fair value (Details) - Level 3	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Goodwill and other intangible assets
Monthly tower cashflow	$ 2,600,000	$ 1,600,000
Monthly tower cashflow changes	$ 327,000
Tower cashflow multiples	22.0	22.0
Changes in tower cashflow multiples	2.63
Estimated cost of disposal percent	0.82%	1.20%
Changes in estimated cost of disposal percent	11.95%

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Deferred income tax - Deferred tax asset and liability (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax
Deferred income tax assets	$ 11,064	$ 13,443
Deferred income tax liabilities	(118,210)	(177,184)
Net deferred tax liabilities	$ (107,146)	$ (163,741)	$ (14,937)	$ (7,436)

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Deferred income tax - Offset (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax
Deferred income tax assets	$ 11,064	$ 13,443
Deferred income tax liabilities	(118,210)	(177,184)
Deferred tax liability (asset)	107,146	163,741	$ 14,937	$ 7,436
December 31, 2024
Deferred income tax
Deferred tax liability (asset)	(200)
Property, plant and equipment
Deferred income tax
Deferred income tax assets	1,678	2,117
Deferred income tax liabilities	(145,888)	(155,198)
Deferred tax liability (asset)	144,209	153,081	106,060	106,538
Intangible assets
Deferred income tax
Deferred income tax assets	(6,231)	(8,486)
Deferred income tax liabilities	(110,843)	(183,401)
Deferred tax liability (asset)	117,093	191,887	$ 121,721	$ 129,777
Provisions
Deferred income tax
Deferred income tax assets	13,064	13,665
Deferred income tax liabilities	36,397	52,478
Unrealized derivative income
Deferred income tax
Deferred income tax liabilities	(48,077)	(58,461)
Timing differences on loans
Deferred income tax
Deferred income tax liabilities	33,192	32,407
Unrealized foreign exchange
Deferred income tax
Deferred income tax liabilities	21,010	25,948
Tax losses
Deferred income tax
Deferred income tax assets	240	3,203
Deferred income tax liabilities	3,450	9,150
Deferred tax liability (asset)	(3,700)
Unutilized capital allowances
Deferred income tax
Deferred income tax liabilities	89,157	97,220
Other
Deferred income tax
Deferred income tax assets	2,313	2,944
Deferred income tax liabilities	$ 3,392	$ 2,673

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Deferred income tax - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	$ (163,741)	$ (14,937)	$ (7,436)
Additions through business combinations	28,486	(98,669)
Tax (charge)/income	73,716	(74,722)	(10,214)
Effects of movement in exchange rates	(11,365)	(24,587)	(2,713)
Net deferred income tax, Ending balance	(107,146)	(163,741)	(14,937)
Deferred income tax assets deductible temporary differences for which no deferred tax is recognized	1,800,000	1,600,000	1,300,000
Deferred tax liabilities, including netting	118,210	177,184
December 31, 2024
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets deductible temporary differences for which no deferred tax is recognized	230,900	383,800	0
December 31, 2025
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets deductible temporary differences for which no deferred tax is recognized	191,000	195,600	0
December 31, 2026
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets deductible temporary differences for which no deferred tax is recognized	298,100	0	0
Property, plant and equipment
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	(153,081)	(106,060)	(106,538)
Additions through business combinations	4,220	(3,378)
Tax (charge)/income	2,078	(46,364)	(2,692)
Effects of movement in exchange rates	(11,014)	(2,721)	(3,170)
Net deferred income tax, Ending balance	(144,209)	(153,081)	(106,060)
Deferred tax liabilities, including netting	145,888	155,198
Provisions / share based payments obligation
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	66,143	29,279	43,389
Additions through business combinations		2,182
Tax (charge)/income	(11,922)	35,089	(12,375)
Effects of movement in exchange rates	4,759	407	1,735
Net deferred income tax, Ending balance	49,462	66,143	29,279
Intangible assets
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	(191,887)	(121,721)	(129,777)
Additions through business combinations	24,266	(103,638)
Tax (charge)/income	85,254	11,030	5,719
Effects of movement in exchange rates	(13,806)	(22,442)	(2,337)
Net deferred income tax, Ending balance	(117,093)	(191,887)	(121,721)
Deferred tax liabilities, including netting	110,843	183,401
Loans and derivatives
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	(26,054)	(11,697)	(2,150)
Tax (charge)/income	9,295	(16,444)	(9,547)
Effects of movement in exchange rates	(1,874)	(2,087)
Net deferred income tax, Ending balance	(14,885)	(26,054)	(11,697)
Unrealized exchange differences/tax losses
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Net deferred income tax, Beginning balance	141,138	195,262	187,640
Additions through business combinations		6,165
Tax (charge)/income	(10,989)	(58,033)	8,681
Effects of movement in exchange rates	10,570	2,256	1,059
Net deferred income tax, Ending balance	119,579	$ 141,138	$ 195,262
Undistributed earnings of subsidiaries [Member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities, including netting	$ 0

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Inventories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Inventories
Stock of materials	$ 42,022	$ 49,222
Inventory write-down	100	4,700
Inventory recognized as an expense	$ 267,500	$ 216,300

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Derivative financial instruments - Notional amount (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Derivative financial instruments
Derivative instruments, notional amount	$ 2,064,023	$ 2,102,088
Nondeliverable forwards
Derivative financial instruments
Derivative instruments, notional amount	124,023	652,088
Embedded options within listed bonds
Derivative financial instruments
Derivative instruments, notional amount	$ 1,940,000	$ 1,450,000

XML

Derivative financial instruments - Fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Derivative financial instruments
Fair value balances	$ 161,329	$ 175,406
Nondeliverable forwards
Derivative financial instruments
Fair value balances	(3,771)	27,495
Embedded options within listed bonds
Derivative financial instruments
Fair value balances	$ 165,100	155,196
Embedded derivatives within revenue contracts
Derivative financial instruments
Fair value balances		$ (7,285)

XML

Derivative financial instruments - Change in fair value of the derivative instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative financial instruments
Change in fair value of the derivative instruments	$ 3,938	$ 139,637	$ 17,298
Nondeliverable forwards
Derivative financial instruments
Change in fair value of the derivative instruments	(3,897)	29,151	53
Embedded options within listed bonds
Derivative financial instruments
Change in fair value of the derivative instruments	604	110,655	$ 17,245
Embedded derivatives within revenue contracts
Derivative financial instruments
Change in fair value of the derivative instruments	$ 7,231	$ (169)

XML

Derivative financial instruments - Credit ratings (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Derivative financial instruments
Derivative financial instrument assets	$ 165,100	$ 182,691
AA+
Derivative financial instruments
Derivative financial instrument assets		7,500
B
Derivative financial instruments
Derivative financial instrument assets		3,590
B-
Derivative financial instruments
Derivative financial instrument assets		10,938
BB-
Derivative financial instruments
Derivative financial instrument assets		5,467
Not rated
Derivative financial instruments
Derivative financial instrument assets	$ 165,100	$ 155,196

XML

Derivative financial instruments - Reconciliation of movements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative financial instruments
Fair value loss (unrealized foreign exchange on open contracts)	$ 3,938	$ 139,637	$ 17,298
Nondeliverable forwards
Derivative financial instruments
Opening balance	27,495
Fair value loss (unrealized foreign exchange on open contracts)	(3,897)	29,151	$ 53
Foreign exchange gain	10,342
Cash flow on settlement	(37,711)
Ending balance	$ (3,771)	$ 27,495

XML

Trade and other receivables (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Trade and other current receivables [abstract]
Net trade receivables	$ 222,789	$ 200,652
Other receivables	199,136	85,011
Prepaid land rent	1,069	1,588
Other prepaid expenses	25,080	16,538
Advance payments	14,663	18,766
Withholding tax receivables	992	800
VAT receivables	5,401	3,832
Trade and other current receivables	469,130	327,187
Trade and other non-current receivables [abstract]
Accrued income and lease incentive	21,408	15,481
Payment in advance for property, plant and equipment	48,071	20,928
Trade and other non-current receivables	69,479	36,409
Accrued revenue	103,400	90,000
Contract assets	$ 22,200	23,200
Top of range
Trade and other non-current receivables [abstract]
Non-current receivable due term	20 years
Gross carrying amount [member]
Trade and other current receivables [abstract]
Net trade receivables	$ 253,852	334,452
Accumulated impairment [member]
Trade and other current receivables [abstract]
Net trade receivables	$ (31,063)	$ (133,800)

XML

Cash and cash equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
ifrs_Cash and Cash Equivalents [Line Items]
Cash at bank	$ 916,488	$ 585,416
Cash and cash equivalents	916,488	585,416	$ 898,802	$ 633,450
AAA (F1+)
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	127,781	15,413
AA+
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		9,407
AA
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		115,810
A+
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		30,576
A (F1)
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	628,033	216,700
A-
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		25,559
BBB+
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		6,349
BBB
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	3,143
BBB-
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	162	25
BB
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		6,663
BB-
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		18,469
B+
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		2,809
B
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	157,277	46,757
B-
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		90,564
C
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	67
Not rated
ifrs_Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 25	$ 315

XML

Trade and other payables (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current
Trade payables	$ 342,841	$ 301,813
Deferred revenue	20,435	2,224
Withholding tax payables	4,517	5,694
Payroll and other related statutory liabilities	53,446	27,476
Other payables	78,193	72,286
Trade and other payables	499,432	409,493
Non-current
Other payables	312	9,565
Trade and other payables, non current	312	9,565
Contract liabilities	$ 2,800	$ 600

XML

Borrowings - Debt Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Borrowings
Non Current Borrowings	$ 2,401,471	$ 2,017,090
Current Borrowings	207,619	186,119
Borrowings	2,609,090	2,203,209	$ 2,055,878	$ 1,897,774
Senior Notes
Borrowings
Non Current Borrowings	1,916,062	1,428,398
Current Borrowings	27,195	32,352
Bank borrowings
Borrowings
Non Current Borrowings	485,409	588,692
Current Borrowings	177,216	$ 153,767
Bank overdraft
Borrowings
Current Borrowings	$ 3,208

XML

Borrowings - Debt Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Borrowings.
Opening balance - January 1	$ 2,203,209	$ 2,055,878	$ 1,897,774
Additions through business combination	6,457	46,356
Interest expense	179,280	182,246	193,829
Interest paid	168,285	167,938	171,883
Bank loans and bond proceeds received	1,076,063	232,219	1,800,000
Bank loans and bonds repaid	(653,504)	(99,903)	(1,622,317)
Bank overdraft	3,208
Transaction costs	(38,597)	(5,561)	(58,044)
Foreign exchange	1,259	(40,088)	16,519
Closing balance - December 31	$ 2,609,090	$ 2,203,209	$ 2,055,878

XML

Borrowings - Debt instrument (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Borrowings
Borrowings	$ 2,609,090	$ 2,203,209	$ 2,055,878	$ 1,897,774
INT Towers Limited, 2024 | US Dollar | 3 M LIBOR
Borrowings
Borrowings, adjustment to interest rate basis	3.75%
Borrowings	$ 92,769	104,532
INT Towers Limited, 2024 | Nigeria Naira | 3 M NIBOR
Borrowings
Borrowings, adjustment to interest rate basis	2.50%
Borrowings	$ 284,882	$ 342,995
IHS Cameroon S.A., 2020 | CFA Franc
Borrowings
Interest rate	6.50%
IHS Cameroon S.A., 2020 | Euro | 3 M EURIBOR
Borrowings
Borrowings, adjustment to interest rate basis	3.75%
IHS Cote d Ivoire S.A. 2022 | CFA Franc
Borrowings
Interest rate	6.00%	6.00%
Borrowings	$ 31,627	$ 54,266
IHS Cote d Ivoire S.A. 2022 | Euro | 3 M EURIBOR
Borrowings
Borrowings, adjustment to interest rate basis	3.75%
Borrowings	$ 24,156	41,172
IHS Zambia Limited, 2027 | US Dollar | 3 M LIBOR
Borrowings
Borrowings	$ 93,164	$ 96,287
IHS Zambia Limited, 2027 | US Dollar | 3 M LIBOR | Maximum
Borrowings
Borrowings, adjustment to interest rate basis	5.50%
IHS Zambia Limited, 2027 | US Dollar | 3 M LIBOR | Minimum
Borrowings
Borrowings, adjustment to interest rate basis	5.00%
IHS Rwanda Limited, 2021 | Rwandan Franc
Borrowings
Interest rate	16.00%	16.00%
Borrowings		$ 650
IHS Rwanda Limited, 2022 | US Dollar | 3 M LIBOR
Borrowings
Borrowings, adjustment to interest rate basis	6.50%
Borrowings		13,804
IHS Brasil Cesso de Infraestruturas Limitada, 2029 | Brazil Real | CDI
Borrowings
Borrowings, adjustment to interest rate basis	3.65%
Borrowings	$ 69,768
IHS Brasil Cesso de Infraestruturas Limitada, 2021 | Brazil Real | CDI
Borrowings
Borrowings, adjustment to interest rate basis	3.85%
Borrowings		38,613
IHS Kuwait Limited, 2029 | Kuwaiti Dinar | 3 M KIBOR
Borrowings
Borrowings, adjustment to interest rate basis	2.00%
Borrowings	$ 66,257	$ 50,140
IHS Holding limited, Senior Note Maturing 2026
Borrowings
Interest rate	5.625%
IHS Holding limited, Senior Note Maturing 2026 | US Dollar
Borrowings
Interest rate	5.63%
Borrowings	$ 496,850
IHS Holding limited, Senior Note Maturing 2028
Borrowings
Interest rate	6.25%
IHS Holding limited, Senior Note Maturing 2028 | US Dollar
Borrowings
Interest rate	6.25%
Borrowings	$ 497,366
IHS Netherlands Holdco B.V., Senior Note Maturing 2027 | US Dollar
Borrowings
Interest rate	8.00%	8.00%
Borrowings	$ 949,041	$ 946,352
IHS Netherlands Holdco B.V., Senior Note Maturing 2025 | US Dollar
Borrowings
Interest rate	7.125%	7.125%
Borrowings		$ 514,398
Global Independent Connect Limited overdraft, maturing 2022 | Yen
Borrowings
Interest rate	10.30%
Borrowings	$ 3,208

XML

Borrowings - Narratives (Details) $ in Thousands, € in Millions, د.ك in Millions, ¥ in Millions, R$ in Millions, ₦ in Billions, in Billions							1 Months Ended	12 Months Ended
	Nov. 29, 2021 USD ($)	Nov. 18, 2021	Mar. 04, 2021 USD ($)	Jul. 31, 2020 USD ($)	Jul. 21, 2020 USD ($)	Sep. 18, 2018	Jun. 28, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 NGN (₦)	Dec. 31, 2021 XAF ( )	Dec. 31, 2021 EUR (€)	Dec. 31, 2021 KWD (د.ك)	Dec. 31, 2021 CNY (¥)	Jun. 28, 2021 BRL (R$)	May 21, 2021 USD ($)	May 21, 2021 BRL (R$)	Mar. 30, 2021 USD ($)	Dec. 31, 2020 XAF ( )	Dec. 31, 2020 EUR (€)	Dec. 31, 2020 BRL (R$)	Dec. 31, 2020 KWD (د.ك)	Apr. 19, 2020 KWD (د.ك)	Dec. 31, 2019 XAF ( )	Dec. 31, 2019 EUR (€)	Sep. 18, 2019 USD ($)	Dec. 31, 2018 USD ($)
Disclosure of detailed information about borrowings [line items]
Maximum debt amount								$ 3,500,000		$ 2,600,000
Issue of debt								1,076,063		232,219	$ 1,800,000
Borrowings								2,609,090		2,203,209	2,055,878																		$ 1,897,774
Repayments of borrowings, classified as financing activities								653,504		99,903	1,622,317
Debt repaid								653,504		99,903	1,622,317
Interest paid								168,285		167,938	$ 171,883
IHS Netherlands Holdco B.V.
Disclosure of detailed information about borrowings [line items]
Issue of debt					$ 150,000
IHS Netherlands Holdco B.V., 2027
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount								$ 940,000																				$ 800,000
Interest rate								8.00%				8.00%	8.00%	8.00%	8.00%	8.00%
Issue of debt				$ 140,000
Debt term						8 years
IHS Netherlands Holdco B.V., 2025
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount																												$ 500,000
Issue of debt				$ 10,000
Repayments of borrowings, classified as financing activities	$ 510,000
Debt repaid	510,000
Interest paid	7,300
Early redemption premium paid	$ 18,200
Senior Credit Facilities
Disclosure of detailed information about borrowings [line items]
Debt term								60 months	60 months
Borrower's notice period for voluntary prepayment and permanent cancellation of facility								5 days	5 days
Senior Credit Facilities | US Dollar
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount								$ 110,000
Senior Credit Facilities | Nigeria Naira
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount								$ 325,000				₦ 141.3
Senior Credit Facilities | LIBOR | US Dollar
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis								4.25%				4.25%	4.25%	4.25%	4.25%	4.25%
Interest rate basis floor								0.00%	0.00%
Senior Credit Facilities | LIBOR | Minimum | Margin ratchet activated | US Dollar
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis								3.50%				3.50%	3.50%	3.50%	3.50%	3.50%
Senior Credit Facilities | LIBOR | Maximum | Margin ratchet activated | US Dollar
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis								4.50%				4.50%	4.50%	4.50%	4.50%	4.50%
Senior Credit Facilities | NIBOR | Nigeria Naira
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis								2.50%				2.50%	2.50%	2.50%	2.50%	2.50%
Interest rate basis floor								0.00%	0.00%
IHS Cote d Ivoire S.A. | Maximum
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount													18.3	€ 52							44.6	€ 52				44.6	€ 52
IHS Zambia Limited
Disclosure of detailed information about borrowings [line items]
Borrowings			$ 600
Remaining fully drawn down loan facility			$ 95,000
Deferral period of principal payments			24 months
IHS Rwanda Limited
Disclosure of detailed information about borrowings [line items]
Borrowings																				$ 0
IHS Brasil Cesso de Infraestruturas S.A. | Banco Safra [member]
Disclosure of detailed information about borrowings [line items]
Borrowings										5,400													R$ 30
IHS Brasil Cesso de Infraestruturas S.A. | Itau BBA [Member]
Disclosure of detailed information about borrowings [line items]
Borrowings										30,500													R$ 170
IHS Kuwait Limited
Disclosure of detailed information about borrowings [line items]
Interest rate																									2.00%
Borrowings								$ 69,000		$ 52,100					د.ك 21.0									د.ك 15.8
Remaining fully drawn down loan facility | د.ك																									د.ك 26.0
IHS Holding limited, Senior Note Maturing 2026
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount								$ 500,000
Interest rate								5.625%				5.625%	5.625%	5.625%	5.625%	5.625%
Debt term		5 years
IHS Holding limited, Senior Note Maturing 2026 | US Dollar
Disclosure of detailed information about borrowings [line items]
Interest rate								5.63%				5.63%	5.63%	5.63%	5.63%	5.63%
Borrowings								$ 496,850
IHS Holding limited, Senior Note Maturing 2028
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount								$ 500,000
Interest rate								6.25%				6.25%	6.25%	6.25%	6.25%	6.25%
Debt term		7 years
IHS Holding limited, Senior Note Maturing 2028 | US Dollar
Disclosure of detailed information about borrowings [line items]
Interest rate								6.25%				6.25%	6.25%	6.25%	6.25%	6.25%
Borrowings								$ 497,366
Global Independent Connect Limited
Disclosure of detailed information about borrowings [line items]
Maximum debt amount								$ 3,200								¥ 21.6
Debt term								90 days	90 days
Repayments of borrowings, classified as financing activities								$ 3,300	¥ 22.2
Repayment of cash cover								100	0.6
Debt repaid								$ 3,300	¥ 22.2
IHS Brazil Participaes Limited
Disclosure of detailed information about borrowings [line items]
Debt instrument, face amount							$ 17,900										R$ 100	$ 53,800	R$ 300
Interest rate							3.65%										3.65%	3.65%	3.65%
Principal payments grace period							1 year

XML

Lease liabilities - Components of lease (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Lease liabilities.
Current	$ 50,560	$ 28,246
Non-current	325,541	286,501
Total lease liabilities	376,101	314,747	$ 184,494	$ 204,065
Lease payments	$ 96,200	$ 58,400

XML

Lease liabilities - Reconciliation of cash and non-cash changes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lease liabilities.
Beginning balance	$ 314,747	$ 184,494	$ 204,065
Additions through business combinations	44,557	131,651
Additions through new leases or remeasurements	131,438	65,070	47,469
Interest and finance charges for lease liabilities	32,826	27,384	16,024
Payment for the principal of lease liabilities	(63,324)	(39,153)	(58,330)
Interest paid for lease liabilities	(32,923)	(19,239)	(11,634)
Remeasurements or terminations	30,978	15,380	8,018
Effects of movement in exchange rates	(20,242)	(20,080)	(5,082)
Closing balance	$ 376,101	$ 314,747	$ 184,494

XML

Lease liabilities - Amount recognized in the statement of income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lease liabilities.
Interest and finance charges for lease liabilities	$ 32,826	$ 27,384	$ 16,024
Expenses relating to short term leases and low value assets	11,165	7,543	3,547
Depreciation for right of use assets	60,685	54,089	38,130
Total for the year ended	$ 104,676	$ 89,016	$ 57,701

XML

Lease liabilities - Contractual maturities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of quantitative information about right-of-use assets [line items]
Carrying value	$ 376,101	$ 314,747	$ 184,494	$ 204,065
Total contractual cash flows	$ 700,877	453,590
Average remaining lease term	13 years 9 months 18 days
Within 1 year
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	$ 54,303	39,677
2-3 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	106,015	152,386
4-5 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	99,573	44,294
Over 5 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	$ 440,986	$ 217,233

XML

Provisions for other liabilities and charges - Decommissioning and site restoration provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of other provisions [line items]
Non-current	$ 71,598	$ 49,469
Current	343	3,797
Decommissioning and site restoration provisions
Disclosure of other provisions [line items]
At January 1	53,266	33,568	$ 33,010
Additions through business combinations (refer to note 32)	8,347	15,437
Increase in provisions	7,212	8,315	405
Payments for tower and tower equipment decommissioning	(231)	(65)
Reversal of decommissioning through profit and loss	2,671
Unwinding of discount	4,644	2,644	1,712
Effects of movement in exchange rates	1,374	(6,633)	(1,559)
At December 31	71,941	53,266	33,568
Non-current	71,598	49,469	29,801
Current	$ 343	$ 3,797	$ 3,767

XML

Provisions for other liabilities and charges - Discount Rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure of other provisions [line items]
Percentage of Increase (Decrease) In discount rate	1.00%	1.00%
Percentage of increase in discount rate	1.00%	1.00%
Percentage of decrease in discount rate	1.00%	1.00%
Effect of 1% increase in discount rate	$ (1,571,000)	$ (767,000)
Effect of 1% decrease in discount rate	1,093,000	815,000
Nigerian entities
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	11.2	11.2
IIHS Cameroon S.A.
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	5.5	5.5
IHS Cote d Ivoire S.A.
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	8.0	8.0
IHS Zambia Limited
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	5.1	5.5
IHS Rwanda Limited
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	16.0	16.0
IHS Brasil Cesso de Infraestruturas
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	6.8	6.8
IHS Kuwait Limited
Disclosure of other provisions [line items]
Percentage of discount rate applied to provisions calculation	$ 3.4	$ 4.8

XML

Stated capital (Details)			12 Months Ended
	Oct. 14, 2021 $ / shares shares	Oct. 13, 2021	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) Vote item $ / shares shares	Dec. 31, 2020 Vote item $ / shares	Nov. 30, 2019 shares
Disclosure of classes of share capital [line items]
Shares issued on exercise of options (In shares) | shares	7,940,413
Beginning Balance, Stated capital			$ 1,224,191,000	$ 1,332,075,000
Issue of equity			349,846,000	12,368,000
Ending Balance, Stated capital			$ 1,725,960,000	$ 1,430,319,000
Warrants exercised for gross cash settlement | shares						345,400,314
Number of warrants or rights outstanding | shares				658,642,396
Par value per share | $ / shares			$ 0.30
Votes per ordinary share			1
Voting rights			20
Number of limit on equity shares | item				0	0
Share capital			$ 98,346,125
Share premium			$ 5,125,138,448
Number of shares authorised | shares			1,700,000,000
Ordinary shares issued in IPO | shares	18,000,000
Share issue price | $ / shares	$ 21
Conversion ratio of old classes of ordinary shares into new class of ordinary shares	500	500
Class A shares
Disclosure of classes of share capital [line items]
Beginning Balance, Number of shares | shares			130,492,567,000	130,147,167,000
Issued on exercise of warrants (In shares) | shares				345,400,000
Reclassification of Class A and Class B shares to ordinary shares (in shares) | shares			16,558,927,000
Impact of reverse share split (in shares) | shares			(146,757,391,000)
Shares issued on IPO (In shares) | shares			18,000,000
Shares issued on exercise of options (In shares) | shares			15,717,000
Ending Balance, Number of shares | shares			327,820,000	130,492,567,000
Beginning Balance, Stated capital			$ 4,233,335,000	$ 4,220,967,000
Issued on exercise of warrants				12,368,000
Reclassification of Class A and Class B shares to ordinary shares			299,405,000
Reclassification of Class A and Class B shares to ordinary shares, net of issue costs			299,014,000
Issue of equity			378,000,000
Shares issue costs			28,154,000
Shares issued on exercise of options			342,768,000
Ending Balance, Stated capital			5,253,508,000	4,233,335,000
Beginning Balance, Stated capital net of issue costs			4,231,856,000	4,219,488,000
Ending Balance, Stated capital net of issue costs			$ 5,223,484,000	$ 4,231,856,000
Class B shares
Disclosure of classes of share capital [line items]
Beginning Balance, Number of shares | shares			16,558,927,000	16,558,927,000
Reclassification of Class A and Class B shares to ordinary shares (in shares) | shares			(16,558,927,000)
Ending Balance, Number of shares | shares				16,558,927,000
Beginning Balance, Stated capital			$ 299,405,000	$ 299,405,000
Reclassification of Class A and Class B shares to ordinary shares			(299,405,000)
Reclassification of Class A and Class B shares to ordinary shares, net of issue costs			(299,014,000)
Ending Balance, Stated capital				299,405,000
Beginning Balance, Stated capital net of issue costs			$ 299,014,000	299,014,000
Ending Balance, Stated capital net of issue costs				$ 299,014,000
Class C shares
Disclosure of classes of share capital [line items]
Voting rights | Vote				0	0
Class A and B shares
Disclosure of classes of share capital [line items]
Par value per share | $ / shares				$ 0	$ 0
Voting rights | Vote				0	0

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Other reserves (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of reserves within equity [line items]
Beginning balance for the period	$ (485,505)	$ (587,155)	$ (1,096,523)
Other comprehensive income	40,082	94,434	5,037
Recognition of share-based payment expense	13,003	7,216	504,331
SBP reserve converted to share capital	(342,768)
Other reclassifications related to share based payment	(5,084)
Ending balance for the period	(780,272)	(485,505)	(587,155)
Fair value through other comprehensive income reserve
Disclosure of reserves within equity [line items]
Beginning balance for the period	(6)	(6)	(7)
Other comprehensive income	3		1
Ending balance for the period	(3)	(6)	(6)
Restructuring reserve
Disclosure of reserves within equity [line items]
Beginning balance for the period	4,019	4,019	4,019
Ending balance for the period	4,019	4,019	4,019
Share- based payment reserve
Disclosure of reserves within equity [line items]
Beginning balance for the period	511,547	504,331
Recognition of share-based payment expense	13,003	7,216	504,331
SBP reserve converted to share capital	(342,768)
Other reclassifications related to share based payment	(5,084)
Ending balance for the period	176,698	511,547	504,331
Loss on transactions between owners
Disclosure of reserves within equity [line items]
Beginning balance for the period	(840,359)	(840,359)	(840,359)
Ending balance for the period	(840,359)	(840,359)	(840,359)
Foreign exchange translation reserve
Disclosure of reserves within equity [line items]
Beginning balance for the period	(160,706)	(255,140)	(260,176)
Other comprehensive income	40,079	94,434	5,036
Ending balance for the period	$ (120,627)	$ (160,706)	$ (255,140)

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Non-controlling interest (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 29, 2020 item
Disclosure of subsidiaries [line items]
Balance at January 1	$ 14,216
Non-controlling interest arising on business combinations	132,407	$ 14,927
Loss for the period	(289)	(688)
Other comprehensive loss	(3,381)	(23)
Balance at December 31	142,953	$ 14,216
FiberCo Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Balance at December 31	$ 125,198
Proportion of ownership interest in subsidiary	51.00%
Proportion of ownership interests held by non-controlling interests	49.00%
Mobile Telecommunications Company K.S.C.P (Zain) | IHS GCC KW
Disclosure of subsidiaries [line items]
Percentage of business acquired			30.00%
IHS GCC KW | Mobile Telecommunications Company K.S.C.P (Zain)
Disclosure of subsidiaries [line items]
Number Of Towers To Be Purchased | item			1,620

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Non-controlling interest - Summarized financial information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of subsidiaries [line items]
Current assets	$ 1,427,768	$ 989,320
Current liabilities	830,559	683,643
Noncurrent assets	4,045,883	3,458,323
Non-current liabilities	2,917,132	2,539,809
Cash flows generated from operating activities	750,189	635,256	$ 641,940
Cash flows used in investing activities	(877,949)	(758,512)	(235,806)
Cash flows generated from financing activities	524,265	(128,136)	(138,319)
Net increase/(decrease) in cash and cash equivalents	396,505	(251,392)	$ 267,815
Loss allocated to non-controlling interest during the period	(3,670)	(711)
Accumulated non-controlling interest at the end of the year	142,953	$ 14,216
FiberCo Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Loss allocated to non-controlling interest during the period	(1,637)
Accumulated non-controlling interest at the end of the year	125,198
FiberCo Solues de Infraestrutura S.A. | FiberCo Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Current assets	101,033
Current liabilities	19,357
Current net assets	81,676
Noncurrent assets	237,030
Non-current liabilities	480
Non-current net assets	236,550
Net assets	318,226
Cash flows generated from operating activities	6,056
Cash flows used in investing activities	(18,771)
Cash flows generated from financing activities	41,965
Net increase/(decrease) in cash and cash equivalents	$ 29,250

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Share-based payment obligations (Details)				12 Months Ended
	Oct. 14, 2021	Jul. 10, 2021	Jul. 10, 2019 tranche	Dec. 31, 2021 Option
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of share based payment plans			4
Number of tranches			3
Minimum
Disclosure of terms and conditions of share-based payment arrangement [line items]
Expiration period			7 years
Maximum
Disclosure of terms and conditions of share-based payment arrangement [line items]
Expiration period			12 years
LTIP1, LTIP2, LTIP2B and LTIP3 plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Percentage of shares awarded	66.70%		66.70%
Percentage of shares not immediately awarded in the event of an IPO	33.30%		33.30%
Number of share options expired | Option				0
Vested in 25% portions
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage			25.00%
Vested in 33% portions
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage		33.00%
Percentage of shares awarded	50.00%
Vested in 33% portions | LTIP1, LTIP2, LTIP2B and LTIP3 plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Percentage of shares awarded	50.00%
5% Adjusted EBITDA growth and Adjusted funds from operations | LTIP1, LTIP2, LTIP2B and LTIP3 plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Percentage of shares issued annually			50.00%
Measurement period for share-based payment arrangement			12 months
Adjusted EBITDA growth and adjusted funds from operations percentage			5.00%
5% to 10% Adjusted EBITDA growth and Adjusted funds from operations | LTIP1, LTIP2, LTIP2B and LTIP3 plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Percentage of shares issued annually			50.00%
Measurement period for share-based payment arrangement			12 months
Adjusted EBITDA growth and adjusted funds from operations percentage			10.00%

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Share-based payment obligations - Movement in the share-based payment obligation liability - (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Share-based payment obligations
Credit to profit or loss under cash settled classification	$ 25,922

XML

Share-based payment obligations - Total charge to the profit or loss - (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based payment obligations
Credit to profit or loss under cash settled classification			$ (25,922)
Immediate charge on amendment for options vested at date of amendment			363,302
Expense under equity settled classification from date of amendment	$ 11,780	$ 8,342	13,674
Total charge to the profit or loss	$ 11,780	$ 8,342	$ 351,054

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Share-based payment obligations - Movements in the number of share options outstanding - (Details) shares in Thousands						12 Months Ended
	Oct. 14, 2021	Oct. 13, 2021	Jul. 01, 2021 USD ($)	Jul. 14, 2020 USD ($)	Mar. 09, 2020 USD ($)	Dec. 31, 2021 Option USD ($) shares	Dec. 31, 2020 Option shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share options at the beginning of the period						23,749,430
Share options Issued | $			159,369	33,405	120,228
Share options ending of the period						7,942,538	23,749,430
Conversion ratio of old classes of ordinary shares into new class of ordinary shares	500	500
Incentive Plan One
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share options, authorized | shares						3,800	3,800
Share options at the beginning of the period						3,749,000	3,659,000
Share options Issued						94,000	149,000
Share options Forfeited						(43,000)	(59,000)
Exercised during the period						(2,533,000)
Share options ending of the period						1,267,000	3,749,000
Incentive Plan Two
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share options, authorized | shares						15,360	15,360
Share options at the beginning of the period						15,350,000	15,360,000
Share options Issued						10,000
Share options Forfeited							(10,000)
Exercised during the period						(10,240,000)
Share options ending of the period						5,120,000	15,350,000
Incentive Plan Two B.
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share options, authorized | shares						4,600	4,600
Share options at the beginning of the period						4,595,000	4,612,000
Share options Issued						55,000
Share options Forfeited						(39,000)	(17,000)
Exercised during the period						(3,074,000)
Share options ending of the period						1,537,000	4,595,000
Incentive Plan Three
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share options, authorized | shares						56	56
Share options at the beginning of the period						56,000	51,000
Share options Issued							5,000
Exercised during the period						(37,000)
Share options ending of the period						19,000	56,000

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Share-based payment obligations - Valuation assumptions - (Details)	Jul. 01, 2021 USD ($) $ / shares	Jul. 14, 2020 USD ($) $ / shares	Mar. 09, 2020 USD ($) $ / shares	Jul. 10, 2019 USD ($) $ / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise price amendment | $ / shares				$ 0
Share price assumption | $ / shares	$ 23.19	$ 22.14	$ 21.20	$ 22.04
Forfeiture rate	0.00%			10.00%
Expected dividend	$ 0	$ 0	$ 0	$ 0
Share options Issued	159,369	33,405	120,228
Fair value of options granted, at grant date	$ 3,700,000	$ 700,000	$ 2,200,000
Incentive Plan One.
Disclosure of terms and conditions of share-based payment arrangement [line items]
Forfeiture rate		0.00%	0.00%	5.00%
Incentive Plan Two.
Disclosure of terms and conditions of share-based payment arrangement [line items]
Forfeiture rate		5.00%	5.00%	0.00%
Incentive Plan Three.
Disclosure of terms and conditions of share-based payment arrangement [line items]
Forfeiture rate		10.00%	10.00%

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Share-based payment obligations - Weighted average remaining contractual life - (Details)	12 Months Ended
	Dec. 31, 2021 Option	Dec. 31, 2020 Option	Jul. 10, 2019 $ / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise price | $ / shares			$ 0
Number of options in force at year end	7,942,538	23,749,430
2014
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days	5 months 26 days
Number of options in force at year end	1,039,526	3,138,844
2015
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days	6 years 2 months 4 days
Number of options in force at year end	5,077,624	15,232,873
2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days	8 years 1 month 13 days
Number of options in force at year end	1,685,317	5,116,869
2018
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days	9 years 2 months 12 days
Number of options in force at year end	35,737	107,212
2020
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days	6 years 4 months 28 days
Number of options in force at year end	51,211	153,633
2021
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted average remaining contractual life	9 months 29 days
Number of options in force at year end	53,123

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Cash from operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Loss before income tax	$ (8,141)	$ (152,853)	$ (409,974)
Adjustments:
Depreciation of property, plant and equipment	344,716	373,247	355,760
Amortization of intangible assets	38,166	35,415	28,747
Impairment of property, plant and equipment and prepaid land rent	51,113	27,594	21,604
Loss allowance on trade receivables	(34,031)	13,081	27,944
Impairment of withholding tax receivables	61,810	31,533	44,586
Amortization of prepaid site rent	8,321	4,459	3,355
Net (gain)/loss on disposal of plant, property and equipment	(2,499)	(764)	5,819
Insurance claim income	(6,861)	(14,987)	(3,607)
Interest expense	422,034	633,766	288,915
Interest income	(25,522)	(148,968)	(32,258)
Fair value gain on warrants revaluation			(3,787)
Sharebased payment expense	11,780	8,342	351,054
(Reversal of impairment)/impairment of inventory	(315)	4,599
Increase in decommissioning expense	(2,671)
Operating profit/loss before working capital changes	857,900	814,464	678,158
Changes in working capital
Decrease/(increase) in inventory	6,689	(8,482)	(27,069)
Increase in trade and other receivables	(164,382)	(130,265)	(21,093)
Increase/(decrease) in trade and other payables	87,866	(19,018)	30,029
Net movement in working capital	(69,827)	(157,765)	(18,133)
Cash from operations	$ 788,073	$ 656,699	$ 660,025

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Related parties - Ownership percentage (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
IHS Mauritius Cameroon Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Mauritius Cote d Ivoire Limited [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Mauritius Netherlands Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Mauritius Zambia Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Mauritius Rwanda Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Africa (UK) Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands Coperatief U.A.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands Holdco B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands NG1 B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands NG2 B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Nigeria Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
INT Towers Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Towers NG Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
Tower infrastructure Company Limited
Disclosure of transactions between related parties [line items]
Ownership percentage		100.00%
IHS Cote d Ivoire S.A.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Cameroon S.A.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Zambia Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Rwanda Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
Rwanda Towers Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Kuwait Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Brasil Cesso de Infraestruturas S.A.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Towers Colombia S.A.S
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
San Gimignano Imoveis e Adminsitracao Limitada
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
Nigeria Tower Interco B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands GCC B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands KW B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage		100.00%
IHS Netherlands KSA B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS GCC Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands Connect B.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS GCC KW Holding Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	70.00%	100.00%
IHS FinCo Management Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
Global Independent Connect Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS KSA Limited
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS SSC FZE
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands BR B.V
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands PHP B.V
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Peru S.A.C.[Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS Netherlands RSA B.V [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%
IHS South Africa Holding Proprietary Limited [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Towers South Africa Proprietary Limited [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Towers Inc. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Netherlands EGY B.V.[Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Telecom Tower Egypt S.A.E.[Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	80.00%
Skysites Americas Ltda [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Wi-Fi Mundial Ltda.[Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Topzio Empreendimentos Imoliliarios Ltda. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Fiber Brasil Participaes Ltda. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Fiber Brasil - Cesso de Infraestruturas Ltda.[Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Centennial Towers Colombia S.A.S.. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Polar Breeze Colombia S.A.S [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Centennial Towers Brasil Cooperatief U.A. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
FiberCo Solues de Infraestrutura S.A. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	51.00%
Centennial Towers of Brasil B.V. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Centennial Towers of Colombia Ltd. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
IHS Centennial Brasil Torres de Telecomunicacoes Ltda [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%
Polar Breeze Empreendimentos Ltda.. [Member]
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%

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Related parties - Key managerial person expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related parties.
Shortterm employee benefits	$ 25,537	$ 13,671	$ 20,154
Postemployment benefits	105	105	61
Employee benefits	25,642	13,776	20,215
Share-based payments	9,795	6,029	343,285
Total	$ 35,437	$ 19,805	363,500
Termination benefits			$ 3,200

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Related parties - Other related party transactions and balances (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Dar Telecom Consulting Llc [Member]
Disclosure of transactions between related parties [line items]
Payment made for services received from related party	$ 1,125,384	$ 0	$ 2,588,087
Expense for medical insurance premiums, paid by related party and subsequently invoiced to entity	85,163	85,338	111,136
Receivable, related parties	551,574	0
Sam Darwish [Member]
Disclosure of transactions between related parties [line items]
Expense for medical insurance premiums, paid by related party and subsequently invoiced to entity	38,330	36,648	38,341
Costs incurred and reimbursed on behalf of related party	551,574	196,340	23,556
Cklb International Management Limited [Member]
Disclosure of transactions between related parties [line items]
Services received	$ 300,935	$ 252,615	$ 242,100

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Business Combinations - Skysites Holdings S.A. (Details) $ in Thousands		12 Months Ended
	Jan. 06, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of detailed information about business combination [line items]
Number of business acquired				3
Loss after tax of combined entity				$ (24,000)
Revenue - postacquisition				$ 1,583,000
Skysites Holdings S.A.
Disclosure of detailed information about business combination [line items]
Percentage of business acquired		100.00%	100.00%	100.00%
Gross consideration	$ 40,611
Contingent consideration	(4,169)	$ (2,900)	$ (2,900)	$ (2,900)
Less: cash in business at the date of acquisition	(2,775)
Net cash consideration	33,667
Identifiable assets acquired and liabilities assumed:
Capital work in progress	535
Customer related intangible asset	4,703
Right of use asset	9,675
Trade and other receivables	713
Trade and other payables	(1,132)
Provisions for other liabilities and charges	(2,548)
Lease liabilities	(10,071)
Deferred tax liabilities	(2,205)
Total identifiable net assets acquired	10,972
Goodwill acquired	26,864
Revenue - post-acquisition		4,041
Loss - post-acquisition		$ 142
Contingent consideration released			$ 1,300
Skysites Holdings S.A. | Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Network assets	11,276
Skysites Holdings S.A. | Land
Identifiable assets acquired and liabilities assumed:
Network assets	15
Skysites Holdings S.A. | Furniture and office equipment
Identifiable assets acquired and liabilities assumed:
Network assets	$ 11

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Business Combinations - Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. (Details)			1 Months Ended	9 Months Ended
	Apr. 08, 2021 USD ($)	Mar. 19, 2021 USD ($)	Apr. 08, 2021 USD ($)	Dec. 31, 2021 USD ($)
Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A.
Business Combinations
Percentage of business acquired				100.00%
Number of sub-parts of business combination			2
Goodwill acquired	$ 48,170,000	$ 11,700,000	$ 48,170,000
Gross consideration	140,951,000		140,951,000
Less: cash in business at the date of acquisition	(919,000)
Net cash consideration	140,032,000		140,032,000
Identifiable assets acquired and liabilities assumed:
Capital work in progress	1,128,000		1,128,000
Right of use asset	32,034,000		32,034,000
Customer related intangible asset	68,021,000		68,021,000
Network related intangible asset	915,000		915,000
Trade and other receivables	5,386,000		5,386,000
Trade and other payables	(5,117,000)		(5,117,000)
Provisions for other liabilities and charges	(5,799,000)		(5,799,000)
Lease liabilities	(34,486,000)		(34,486,000)
Tax payable	(3,434,000)		(3,434,000)
Deferred tax liabilities	(26,281,000)		(26,281,000)
Total identifiable net assets acquired	91,862,000		91,862,000
Revenue - post-acquisition				$ 9,515,000
Loss - post-acquisition				(3,961,000)
Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. | Software
Identifiable assets acquired and liabilities assumed:
Software	496,000		496,000
Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. | Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Network assets	57,964,000		57,964,000
Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. | Land
Identifiable assets acquired and liabilities assumed:
Network assets	953,000		953,000
Centennial Towers Colombia, S.A.S. and Centennial Towers Brasil Cooperatief U.A. | Furniture and office equipment
Identifiable assets acquired and liabilities assumed:
Network assets	82,000		82,000
Centennial Towers Colombia, S.A.S.
Business Combinations
Goodwill acquired		11,713,000
Gross consideration		47,051,000
Less: cash in business at the date of acquisition		(659,000)
Net cash consideration		46,392,000
Identifiable assets acquired and liabilities assumed:
Capital work in progress		500,000
Right of use asset		9,761,000
Customer related intangible asset		32,599,000
Network related intangible asset		321,000
Trade and other receivables		3,023,000
Trade and other payables		(3,646,000)
Provisions for other liabilities and charges		(527,000)
Lease liabilities		(10,458,000)
Tax payable		(625,000)
Deferred tax liabilities		(10,907,000)
Total identifiable net assets acquired		34,679,000
Centennial Towers Colombia, S.A.S. | Software
Identifiable assets acquired and liabilities assumed:
Software		1,000
Centennial Towers Colombia, S.A.S. | Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Network assets		14,074,000
Centennial Towers Colombia, S.A.S. | Land
Identifiable assets acquired and liabilities assumed:
Network assets		546,000
Centennial Towers Colombia, S.A.S. | Furniture and office equipment
Identifiable assets acquired and liabilities assumed:
Network assets		$ 17,000
Centennial Towers Brasil Cooperatief U.A.
Business Combinations
Goodwill acquired	36,457,000		36,457,000
Goodwill deductible for tax purpose				$ 0
Gross consideration	93,900,000		93,900,000
Less: cash in business at the date of acquisition	(260,000)
Net cash consideration	93,640,000		93,640,000
Identifiable assets acquired and liabilities assumed:
Capital work in progress	628,000		628,000
Right of use asset	22,273,000		22,273,000
Customer related intangible asset	35,422,000		35,422,000
Network related intangible asset	594,000		594,000
Trade and other receivables	2,363,000		2,363,000
Trade and other payables	(1,471,000)		(1,471,000)
Provisions for other liabilities and charges	(5,272,000)		(5,272,000)
Lease liabilities	(24,028,000)		(24,028,000)
Tax payable	(2,809,000)		(2,809,000)
Deferred tax liabilities	(15,374,000)		(15,374,000)
Total identifiable net assets acquired	57,183,000		57,183,000
Centennial Towers Brasil Cooperatief U.A. | Software
Identifiable assets acquired and liabilities assumed:
Software	495,000		495,000
Centennial Towers Brasil Cooperatief U.A. | Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Network assets	43,890,000		43,890,000
Centennial Towers Brasil Cooperatief U.A. | Land
Identifiable assets acquired and liabilities assumed:
Network assets	407,000		407,000
Centennial Towers Brasil Cooperatief U.A. | Furniture and office equipment
Identifiable assets acquired and liabilities assumed:
Network assets	$ 65,000		$ 65,000

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Business Combinations - FiberCo Solucoes de Infraestrutura S.A. (Details) - FiberCo Solues de Infraestrutura S.A. - USD ($)	1 Months Ended
	Dec. 31, 2021	Nov. 16, 2021
Disclosure of detailed information about business combination [line items]
Percentage of voting equity interests acquired		51.00%
Goodwill expected to be deductible for tax purposes		$ 0
Goodwill recognised as of acquisition date		173,835,000
Gross consideration		266,739,000
Less: deferred consideration		(64,474,000)
Net cash consideration		202,265,000
Capital injection		42,996,000
Identifiable assets acquired and liabilities assumed:
Cash		44,872,000
Network assets		220,950,000
Capital work in progress		3,832,000
Trade and other receivables		8,498,000
Trade and other payables		(5,764,000)
Loans payable		(6,457,000)
Total identifiable net assets acquired		266,470,000
Non-controlling interest		130,570,000
Goodwill acquired		173,835,000
Revenue - post-acquisition	$ 5,426,000
Loss - post-acquisition	$ (3,341,000)
Software
Identifiable assets acquired and liabilities assumed:
Software		$ 539,000
TIM S.A
Disclosure of detailed information about business combination [line items]
Percentage of voting equity interests acquired		49.00%
FiberCo Solues de Infraestrutura S.A.
Disclosure of detailed information about business combination [line items]
Number of households covered by Fiber-To-Home		3,500,000
Number of households covered by Fiber-to-the-Cabinet		3,400,000
Total number of households covered by fiber connection		6,400,000
Number of households with overlapping fiber coverage		570,000

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Business Combinations - IHS Kuwait Limited (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Oct. 31, 2021 item	Apr. 30, 2021 item	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($) item
IHS GCC KW
Business Combinations
Tower not yet acquired | item				1,620
Remaining towers yet to acquired | item				265
Shares in IHS GCC KW transferred in business combination				30.00%
IHS Kuwait Limited
Business Combinations
Towers to be acquired | item			193	1,162
Towers acquired in first two stage | item				1,620
Percentage of business acquired			70.00%	70.00%
Goodwill acquired				$ 13,143
Gross consideration			$ 12,248	117,367
Less: consideration received in exchange for a retained 30% interest (by Zain Kuwait) in IHS GCC KW			(1,837)	(14,927)
Net consideration for 70% controlling interest in the acquired towers			10,411	102,440
Less: contingent and deferred consideration (note payable to Zain)				(25,202)
Net cash consideration			10,411	77,238
Identifiable assets acquired and liabilities assumed:
Network assets			7,902	33,061
Right of use asset				10,372
Customer related intangible asset			5,449	41,878
Network related intangible asset			1,877	14,424
Trade and other receivables			872	14,318
Trade and other payables			(3,852)	(1,249)
Lease liabilities				(8,580)
Total identifiable net assets acquired			12,248	104,224
Shareholder funding provided by the Group and external debt**			(6,124)	(48,730)
Settlement for lease prepayment funded post acquisition				(5,738)
Total identifiable net assets acquired for purposes of non-controlling interest			6,124	49,756
Non-controlling interest			$ 1,837	14,927
Revenue - post-acquisition				21,713
Profit - post-acquisition				$ (2,466)
Percentage of net assets acquired (liabilities assumed) as disclosed in the acquisition analysis			100.00%	100.00%
Deferred And Contingent consideration recognized as of acquisition date			$ 25,200
Deferred consideration recognized as of acquisition date, Payable			18 months
Contingent consideration recognised as of acquisition date, Payable			24 months
Zain Kuwait
Business Combinations
Towers acquired in third stage | item				1,162
Proportion of ownership interests held by non-controlling interests			30.00%	30.00%
Zain Kuwait | IHS GCC KW
Business Combinations
Towers to be acquired | item	126	67

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IHS Brasil Cessao de Infraestruturas SA (Details) - IHS Brasil Cesso de Infraestruturas S.A. - USD ($) $ in Thousands		10 Months Ended
	Feb. 18, 2020	Dec. 31, 2020
Business Combinations
Percentage of business acquired	100.00%
Goodwill acquired	$ 218,887
Goodwill expected to be deductible for tax purposes	0
Gross consideration	506,778
Less: cash in business at the date of acquisition	(41,111)
Net cash consideration	465,667
Identifiable assets acquired and liabilities assumed:
Capital work in progress	4,970
Right of use asset	119,339
Customer related intangible asset	282,412
Network related intangible asset	22,407
Other intangible assets	33
Deferred tax assets	8,347
Trade and other receivables	14,615
Trade and other payables	(24,123)
Income tax payable	(1,538)
Borrowings	(46,356)
Provisions for other liabilities and charges	(15,437)
Lease liabilities	(123,071)
Deferred tax liabilities	(107,016)
Total identifiable net assets acquired	246,780
Revenue - post-acquisition		$ 30,185
Profit - post-acquisition		$ (296)
Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Property, plant and equipment recognised as of acquisition date	111,327
Land
Identifiable assets acquired and liabilities assumed:
Property, plant and equipment recognised as of acquisition date	566
Furniture and office equipment
Identifiable assets acquired and liabilities assumed:
Property, plant and equipment recognised as of acquisition date	$ 305

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Acquisition of MTN telecom towers in South Africa (Details) R in Billions	Nov. 17, 2021 ZAR (R) item
MTN Group [Member] | IHS Holding Limited
Disclosure of detailed information about business combination [line items]
Percentage of shares held by beneficial ownership	26.00%
MTN telecom towers in South Africa [Member]
Disclosure of detailed information about business combination [line items]
Number Of Towers To Be Purchased	5,709
Number of service sites to be acquired	13,000
Colocation rate of towers acquired	1.2
MTN telecom towers in South Africa [Member] | Forecast [Member]
Disclosure of detailed information about business combination [line items]
Consideration | R	R 6.4

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Capital commitments and contingent liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Capital commitments and contingent liabilities.
Commitments to purchase property, plant and equipment	$ 206,700,000	$ 109,900,000
Contingent liabilities	2,000,000.0	$ 2,600,000
Legal proceedings provision	$ 0

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Events after the reporting period (Details)					2 Months Ended		12 Months Ended
	Feb. 04, 2022 Option	Jul. 01, 2021 USD ($)	Jul. 14, 2020 USD ($)	Mar. 09, 2020 USD ($)	Apr. 30, 2022 USD ($)	Mar. 15, 2022	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 21, 2022 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement		159,369	33,405	120,228
Increase (decrease) through share-based payment transactions, equity							$ 13,003,000	$ 7,216,000	$ 504,331,000
Legacy employee share-based payment scheme [Member]
Disclosure of non-adjusting events after reporting period [line items]
Percentage of instruments in share-based payment arrangement where the performance conditions have not yet been met							33.30%
Major business combination | Sao Paulo Cinco Locacao de Torres Ltda (SP5)
Disclosure of non-adjusting events after reporting period [line items]
Percentage of business acquired										100.00%
Number Of Towers To Be Purchased										2,115
Consideration										$ 315,000,000
New employee share-based payment scheme
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement | Option	1,147,500
New employee share-based payment scheme | Restricted stock option plan
Disclosure of non-adjusting events after reporting period [line items]
Vesting period of instruments in share-based payment arrangement	3 years
New employee share-based payment scheme | Performance stock option plan
Disclosure of non-adjusting events after reporting period [line items]
Measurement period for share-based payment arrangement	3 years
Performance conditions of share-based payment scheme met | Legacy employee share-based payment scheme [Member]
Disclosure of non-adjusting events after reporting period [line items]
Percentage of instruments out of the outstanding instruments at year end where performance conditions have been met						50.00%
Performance conditions of share-based payment scheme met | Legacy employee share-based payment scheme [Member] | Forecast
Disclosure of non-adjusting events after reporting period [line items]
Increase (decrease) through share-based payment transactions, equity					$ 3,900,000