6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2023

Commission File Number: 001-40876

IHS Holding Limited

(Translation of registrant’s name into English)

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒    Form 40-F  ☐

Exhibit Index

ExhibitNo.	Description
99.1	Condensed Consolidated Interim Financial Statements of IHS Holding Limited for the three and nine months ended September 30, 2023 and Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.2	Amendment and Restatement Agreement dated November 6, 2023 between IHS Holding Limited and Citibank Europe PLC, UK Branch as facility agent (for and on behalf of the original lenders), in relation to the Amended and Restated Revolving Credit Agreement dated June 2, 2021 among IHS Holding Limited, as borrower, Citibank Europe PLC, UK Branch, as facility agent, and the financial institutions listed therein as mandated lead arrangers and original lenders
99.3	Amendment Letter dated October 2, 2023 between IHS Holding Limited and Citibank Europe PLC, UK Branch as facility agent (for and on behalf of the original lenders), in relation to the Term Loan Facility Agreement dated October 28, 2022 among IHS Holding Limited, Citibank Europe PLC, UK Branch, as facility agent and the financial institutions listed therein as bookrunner initial mandated lead arrangers and original lenders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	IHS Holding Limited
Date: November 14, 2023	By:	/s/ Steve Howden
		Steve Howden
		Executive Vice President and Chief
		Financial Officer

EX-99.1

Exhibit 99.1

TABLE OF CONTENTS

	Page
PART I —FINANCIAL INFORMATION
Item 1. Financial Statements	7
Condensed Consolidated Statement of Loss and Other Comprehensive Income/(Loss) (Unaudited)	8
Condensed Consolidated Statement of Financial Position (Unaudited)	9
Condensed Consolidated Statement of Changes in Equity (Unaudited)	10
Condensed Consolidated Statement of Cash Flows (Unaudited)	11
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 6-K 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 Form 6-K 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 Form 6-K include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, business strategy, plans, market growth, the impact of the devaluation of the Naira and other economic and geopolitical factors on our future results and operations 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;

● the effect of regional or global health pandemics, geopolitical conflicts and wars (including the current conflict between Russia and Ukraine) and acts of terrorism;

● 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 fiber businesses in Latin America and elsewhere) or deliver on our sustainability or environmental, social and governance (ESG) strategy and initiatives under anticipated costs, timelines, and complexity, such as our Carbon Reduction Roadmap and Project Green, including plans to reduce diesel consumption, integrate solar panel and battery storage solutions on tower sites and connect more sites to the electricity grid;

● reliance on third-party contractors or suppliers, including failure, underperformance or inability to provide products or services to us (in a timely manner or at all) due to sanctions regulations, supply chain issues or for other reasons;

● our estimates and assumptions and estimated operating results may differ materially from actual results;

● 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;

● risks related to our indebtedness;

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

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● a reduction in demand for our services;

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

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

● our failure to integrate recent or future acquisitions;

● the identification by management of material weaknesses in our internal control over financial reporting, which could affect our ability to produce accurate financial statements on a timely basis or cause us to fail to meet our future reporting obligations;

● increased costs, harm to reputation, or other adverse impacts related to increased intention to and evolving expectations for environmental, social and governance initiatives;

● 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;

● inability to raise financing to fund future growth opportunities or operating expense reduction strategies;

● environmental liability;

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

● compliance with or violations (or alleged violations) of laws, regulations and sanctions, including but not limited to those relating to telecommunications regulatory systems, tax, labor, employment (including new minimum wage regulations), unions, health and safety, antitrust and competition, environmental protection, consumer protection, data privacy and protection, import/export, foreign exchange or currency, and 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, including but not limited to local community opposition to some of our sites or infrastructure, and the risks from our investments into emerging and other less developed markets;

● 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 our Annual Report on Form 20-F for the fiscal year ended December 31, 2022.

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The forward-looking statements in this Form 6-K are based upon information available to us as of the date of this Form 6-K, 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 Form 6-K and the documents that we reference in this Form 6-K 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. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. These forward-looking statements speak only as of the date of this Form 6-K. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this Form 6-K, whether as a result of any new information, future events or otherwise. Additionally, references to our website and other documents contained in this Form 6-K are provided for convenience only, and their content is not incorporated by reference into this Form 6-K.

CERTAIN DEFINED TERMS

Unless the context provides otherwise, references herein to:

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

● “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.

● “Brazilian Real” and “BRL” refers to the lawful currency of the Federative Republic of Brazil.

● “Carbon Reduction Roadmap” refers to our strategy for decreasing our emissions, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 50% by 2030, using 2021 emissions data as the baseline.

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

● “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, adjusted for the reintegration of previously lost tenancies. 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 September 30, 2023, 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

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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,” in our Annual Report for the year ended December 31, 2022.

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

● “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 the acquisition by us on March 17, 2022 of São Paulo Cinco Locação de Torres Ltda (“GTS SP5”). At closing, GTS SP5 had 2,115 towers in Brazil.

● “I&E window” refers to the Nigerian Investors and Exporters foreign exchange trading window implemented by the Central Bank of Nigeria in April 2017 which was subsequently renamed NAFEM in October 2023.

● “IHS Holding Limited Notes” refers to our 2026 Notes and our 2028 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, Oi S.A., or Oi Brazil, Zain Kuwait and Telkom South Africa.

● “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 1,499 towers as of September 30, 2023. 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%.

● "Latam” refers to our business segment that includes our markets in Latin America, which currently are Brazil, Colombia and Peru.

● “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 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.

● "MENA” refers to our business segment that includes our markets in the Middle East and North Africa region, which currently are Egypt and Kuwait.

● “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 expenditure.

● “MNOs” refers to mobile network operators.

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

● “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.

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

● “MTN SA Acquisition” refers to the acquisition of 5,691 towers from MTN South Africa on May 31, 2022. As part of the transaction, we are also required to provide Managed Services, including to approximately 7,100 additional MTN South Africa sites. IHS Holding Limited will over time own 70% of the South African Towers business with the remaining 30% owned by a B-BBEE consortium.

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

● “NAFEM” refers to Nigeria Autonomous Foreign Exchange Market introduced by the CBN in October 2023 to rename the I&E window rate.

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

● “Naira”, “NGN” 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.

● “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.

● “Project Green” refers to the current phase of our Carbon Reduction Roadmap.

● “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.

● “South African Rand” and “ZAR” refers to the lawful currency of the Republic of South Africa.

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

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

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

● “SSA” refers to our business segment that includes our markets in the Sub-Saharan region of Africa, which currently are Cameroon, Cote d’Ivoire, Rwanda, South Africa and Zambia.

● “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 ‒ FINANCIAL INFORMATION

Item 1. Financial Statements

7

CONDENSED CONSOLIDATED STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

		Three months ended		Nine months ended
		September 30,	September 30,	September 30,	September 30,
	Note	2023	2022*	2023	2022*
		$’000	$’000	$’000	$’000
Revenue		467,023	521,317	1,615,755	1,435,132
Cost of sales	6	(365,032)	(297,598)	(949,774)	(818,797)
Administrative expenses	7	(93,835)	(91,527)	(291,877)	(284,941)
(Net loss allowance)/net reversal of loss allowance on trade receivables	8	(711)	1,597	(5,225)	3,397
Other income	9	33	70	369	4,207
Operating profit		7,478	133,859	369,248	338,998
Finance income	10	5,823	6,412	18,233	11,035
Finance costs	11	(261,993)	(234,223)	(1,804,222)	(574,081)
Loss before income tax		(248,692)	(93,952)	(1,416,741)	(224,048)
Income tax (expense)/benefit	12	(16,659)	57,304	(89,118)	23,945
Loss for the period		(265,351)	(36,648)	(1,505,859)	(200,103)
Loss attributable to:
Owners of the Company		(263,377)	(30,702)	(1,497,525)	(190,941)
Non‑controlling interests		(1,974)	(5,946)	(8,334)	(9,162)
Loss for the period		(265,351)	(36,648)	(1,505,859)	(200,103)
Loss per share—basic $	13	(0.79)	(0.09)	(4.49)	(0.58)
Loss per share—diluted $	13	(0.79)	(0.09)	(4.49)	(0.58)
Other comprehensive income/(loss):
Items that may be reclassified to profit or loss
Fair value loss through other comprehensive income		—	—	7	—
Exchange differences on translation of foreign operations		4,789	(52,962)	629,748	(43,309)
Other comprehensive income/(loss) for the period, net of taxes		4,789	(52,962)	629,755	(43,309)
Total comprehensive loss for the period		(260,562)	(89,610)	(876,104)	(243,412)
Total comprehensive (loss)/gain attributable to:
Owners of the Company		(251,373)	(79,165)	(876,163)	(240,219)
Non‑controlling interests		(9,189)	(10,445)	59	(3,193)
Total comprehensive loss for the period		(260,562)	(89,610)	(876,104)	(243,412)

The notes on pages 12 to 44 form part of the condensed consolidated interim financial statements.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

8

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AT SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

		September 30,	December 31,
	Note	2023	2022*
		$’000	$’000
ASSETS
Non‑current assets
Property, plant and equipment	14	1,754,367	2,075,441
Right of use assets	14	883,234	965,019
Goodwill	15	638,538	763,388
Other intangible assets	15	908,821	1,049,103
Fair value through other comprehensive income financial assets		10	10
Deferred income tax assets		60,873	78,369
Derivative financial instrument assets	16	1,889	6,121
Trade and other receivables	17	153,972	130,347
		4,401,704	5,067,798
Current assets
Inventories		60,381	74,216
Income tax receivable		2,375	1,174
Trade and other receivables	17	629,245	663,467
Cash and cash equivalents		425,436	514,078
Assets held for sale	14	21,139	—
		1,138,576	1,252,935
Total assets		5,540,280	6,320,733
LIABILITIES
Current liabilities
Trade and other payables	18	569,761	669,149
Provisions for other liabilities and charges	21	309	483
Derivative financial instrument liabilities	16	51,887	1,393
Income tax payable		65,322	70,008
Borrowings	19	457,941	438,114
Lease liabilities	20	86,898	87,240
		1,232,118	1,266,387
Non‑current liabilities
Trade and other payables	18	5,493	1,459
Borrowings	19	3,084,214	2,906,288
Lease liabilities	20	507,008	518,318
Provisions for other liabilities and charges	21	84,811	84,533
Deferred income tax liabilities		141,842	183,518
		3,823,368	3,694,116
Total liabilities		5,055,486	4,960,503
EQUITY
Stated capital	22	5,391,363	5,311,953
Accumulated losses		(4,814,310)	(3,317,652)
Other reserves	23	(321,440)	(861,271)
Equity attributable to owners of the Company		255,613	1,133,030
Non‑controlling interest	24	229,181	227,200
Total equity		484,794	1,360,230
Total liabilities and equity		5,540,280	6,320,733

The notes on pages 12 to 44 form part of the condensed consolidated interim financial statements.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

9

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

		Attributable to owners of the Company
						Non‑
		Stated	Accumulated	Other		controlling	Total
	Note	capital	losses	reserves	Total	interest	equity
		$’000	$’000	$’000	$’000	$’000	$’000
Balance at January 1, 2022		5,223,484	(2,860,205)	(842,911)	1,520,368	223,188	1,743,556
NCI arising on business combination	24	—	—	—	—	831	831
Options converted to shares		86,470	—	(86,470)	—	—	—
Share‑based payment expense	25	—	—	10,230	10,230	—	10,230
Other reclassifications related to share-based payment		—	1,560	(2,835)	(1,275)	—	(1,275)
Total transactions with owners of the company		86,470	1,560	(79,075)	8,955	831	9,786
Loss for the period*		—	(190,941)	—	(190,941)	(9,162)	(200,103)
Other comprehensive (loss)/income*		—	—	(49,278)	(49,278)	5,969	(43,309)
Total comprehensive loss*		—	(190,941)	(49,278)	(240,219)	(3,193)	(243,412)
Balance at September 30, 2022*		5,309,954	(3,049,586)	(971,264)	1,289,104	220,826	1,509,930
Balance at January 1, 2023		5,311,953	(3,317,652)	(861,271)	1,133,030	227,200	1,360,230
Shares repurchased and cancelled through buyback program	22	(10,022)	—	—	(10,022)	—	(10,022)
NCI arising on business combination	24	—	—	—	—	1,922	1,922
Share‑based payment expense	25	—	—	9,327	9,327	—	9,327
Options converted to shares		89,432	—	(89,432)	—	—	—
Other reclassifications related to share based payment		—	867	(1,426)	(559)	—	(559)
Total transactions with owners of the company		79,410	867	(81,531)	(1,254)	1,922	668
Loss for the period		—	(1,497,525)	—	(1,497,525)	(8,334)	(1,505,859)
Other comprehensive income		—	—	621,362	621,362	8,393	629,755
Total comprehensive (loss)/income		—	(1,497,525)	621,362	(876,163)	59	(876,104)
Balance at September 30, 2023		5,391,363	(4,814,310)	(321,440)	255,613	229,181	484,794

The notes on pages 12 to 44 form part of the condensed consolidated interim financial statements.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

10

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

		Three months ended		Nine months ended
		September 30,	September 30,	September 30,	September 30,
	Note	2023	2022	2023	2022
		$’000	$’000	$’000	$’000
Cash flows from operating activities
Cash from operations	26	234,437	294,190	750,428	677,599
Income taxes paid		(8,450)	(6,452)	(42,407)	(46,454)
Payment for rent		(1,204)	(1,175)	(4,147)	(5,305)
Payment for tower and tower equipment decommissioning		(6)	(320)	(327)	(178)
Net cash generated from operating activities		224,777	286,243	703,547	625,662
Cash flow from investing activities
Purchase of property, plant and equipment		(124,413)	(122,011)	(393,015)	(284,867)
Payment in advance for property, plant and equipment		(18,772)	(51,870)	(88,920)	(139,783)
Purchase of software and licenses		(3,494)	(234)	(19,670)	(13,238)
Consideration paid on business combinations, net of cash acquired		(4,486)	(8,993)	(4,486)	(735,917)
Proceeds from disposal of property, plant and equipment		508	255	1,468	1,109
Insurance claims received		32	80	310	1,694
Interest income received		5,761	3,364	17,338	10,380
Deposit of short term deposits		(59,173)	(70,628)	(187,938)	(358,694)
Refund of short term deposits		15,908	10,733	36,631	162,316
Net cash used in investing activities		(188,129)	(239,304)	(638,282)	(1,357,000)
Cash flows from financing activities
Transactions with non-controlling interest		—	11	—	11
Shares repurchased and cancelled through buyback program		(5,713)	—	(5,713)	—
Bank loans received		318,765	118,884	976,944	834,677
Bank loans repaid		(226,741)	(44,184)	(644,591)	(114,211)
Fees on loans and derivative instruments		(6,149)	(3,282)	(14,820)	(12,559)
Interest paid		(79,173)	(69,070)	(224,118)	(173,739)
Payment for the principal of lease liabilities		(14,844)	(22,966)	(59,426)	(52,717)
Interest paid for lease liabilities		(15,405)	(11,543)	(40,699)	(27,763)
Initial margin received on non‑deliverable forwards		145	6,629	197	13,106
(Losses) settled/profits received on non‑deliverable forwards		—	(172)	420	(3,197)
Net cash (used in)/generated from financing activities		(29,115)	(25,693)	(11,806)	463,608
Net increase/(decrease) in cash and cash equivalents		7,533	21,246	53,459	(267,730)
Cash and cash equivalents at beginning of period		433,048	567,298	514,078	916,488
Effect of movements in exchange rates on cash		(15,145)	(58,076)	(142,101)	(118,290)
Cash and cash equivalents at end of period		425,436	530,468	425,436	530,468

The notes on pages 12 to 44 form part of the condensed consolidated interim financial statements.

11

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.General Information

The financial statements are the unaudited condensed consolidated interim financial statements (hereafter “financial statements”) of IHS Holding Limited (the “Company”) and its subsidiaries (together hereafter referred to as the “Group”). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as an exempted company with limited liability. 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.

The financial period represents the three and nine months ended September 30, 2023, with the prior period representing the three and nine months ended September 30, 2022. The financial statements are presented in U.S. Dollars ($) and all values are rounded to the nearest thousand, except where otherwise indicated.

2.Significant accounting policies

2.1Basis of preparation

The financial statements for the three and nine months ended September 30, 2023, have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (IAS 34), as issued by the International Accounting Standards Board (IASB).

The financial statements do not amount to full financial statements and do not include all of the information and disclosures required for full annual financial statements. It should be read in conjunction with the consolidated annual financial statements of the Group for the year ended December 31, 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB, as noted within note 2.1 of the consolidated annual financial statements.

In management’s opinion, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, cash flows for the three and nine months ended September 30, 2023, and 2022, and statement of changes in equity for the nine months ended September 30, 2023 and 2022. Certain amounts in the prior periods have been reclassified to conform to the current year presentation. The condensed consolidated statement of financial position as at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

2.2Approval

These condensed consolidated interim financial statements were authorized and approved for issue on November 13, 2023.

2.3Income tax

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

2.4Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except the new standards, amendments and interpretations adopted by the Group during the period.

12

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its interim reporting period commencing January 1, 2023:

● IFRS 17 Insurance Contracts

● Definition of Accounting Estimates - Amendments to IAS 8

● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2

● Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

● International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The amendments to standards listed above did not have any material impact on the Group’s interim financial statements. However, the Group is in the process of analyzing the impact of the amendments to IAS 12 which are expected to impact the gross values of deferred tax assets and deferred tax liabilities disclosed in the notes to the annual financial statements at year end. Other than this, we do not expect this amendment to have any material impact on the net assets of the Group.

​
The Organisation for Economic Co-operation and Development (OECD) has published Pillar Two Global Anti-Base Erosion Rules (GloBE) relating to global minimum taxation. These will apply to the Group from the year ended December 31, 2024 because the UK has enacted the relevant legislation, which will apply to UK tax resident companies, such as IHS Holding Limited, and its subsidiaries. The GLoBE rules will apply a minimum 15% income tax rate applicable in each jurisdiction in which the Group operates. The International Accounting Standards Board has amended IAS 12 ‘Income Taxes’ to include a mandatory exemption from recognizing deferred tax and liabilities relating to Pillar Two income taxes. The quantitative impact on the Group is still under investigation.

There are no new standards, amendments and interpretations not yet adopted by the Group.

2.5Segment reporting

Operating segments are components of IHS’ business activities about which separate financial statements are 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 currently consists of the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, the IHS Nigeria CEO, the Chief Human Resource Officer and the Executive Vice President of Communications.

Where operating segments share similar characteristics, they have been aggregated into reportable segments, of which the Group has identified four: Nigeria, Sub-Saharan Africa (“SSA”), Middle East and North Africa (“MENA”) and Latin America (“Latam”).

3.Critical accounting estimates and assumptions

The preparation of interim financial statements requires management to make certain judgements, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities at the reporting date and the amounts reported for revenues and expenses during the period. The nature of the estimation means that actual outcomes could differ from those estimates.

In preparing these condensed consolidated interim 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, except as mentioned below, as those that applied to the consolidated financial statements for the year ended December 31, 2022.

13

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(a)Going Concern

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 these financial statements. In assessing the forecasts, the Directors have considered:

● the current economic conditions in the operating markets and the impact on trading performance;

● the impact of macroeconomic factors, particularly interest rates and foreign exchange rates, and the ongoing impact of the Russia and Ukraine conflict including on global diesel prices and supply chains for raw materials such as steel and for equipment, including batteries (the Group has no operations in Ukraine or trading with sanctioned individuals and companies);

● the status of the Group’s financial arrangements (see also note 19);

● 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.

In addition, the Directors have considered the following:

● The Group has cash and cash equivalents of $425.4 million as at September 30, 2023;

● 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;

● All of the Group’s operations are cash generative; and

● Our IT team monitors the risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilizes security measures to mitigate such risks.

Having carefully considered the 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.

(b) Assessment of appropriate foreign exchange rate

In mid-June 2023, the Central Bank of Nigeria announced the unification of all segments of the foreign exchange market by replacing the old regime of multiple exchange rate “windows” for different purposes with, in effect, a market rate. The unification of the Nigeria foreign exchange market was aimed at eliminating multiple “windows” and to allow foreign exchange transactions to be determined by market forces via a single I&E window. The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the I&E window rate (which was subsequently renamed NAFEM in October 2023), for the translation of USD transactions and denominated balances in the Nigerian subsidiaries and also for consolidation purposes.

4.Capital 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 financial statements do not include all financial risk management information and disclosures required in annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2022.

There have been no changes in any risk management policies since December 31, 2022.

14

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 tables present the Group’s financial instruments that are measured at fair value at September 30, 2023 and at December 31, 2022.

September 30, 2023	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	1,099	1,099
Embedded options within listed bonds (note 16)	—	790	790
Foreign exchange swaps (note 16)	—	(51,887)	(51,887)
	10	(49,998)	(49,988)

December 31, 2022	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	821	821
Embedded options within listed bonds (note 16)	—	5,300	5,300
Foreign exchange swaps (note 16)	—	(1,393)	(1,393)
	10	4,728	4,738

As at the end of the reporting period, the Group had both level 1 and level 2 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 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 foreign exchange swaps, interest rate caps and options embedded in the bonds. Their fair values are determined based on mark to market values provided by the counterparty financial institutions or valuation techniques using observable market data.

15

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair value estimation

	At September 30, 2023		At December 31, 2022
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
	$’000	$’000	$’000	$’000
Financial liabilities
Bank and bond borrowings (note 19)	3,542,155	3,165,109	3,344,402	3,116,193
	3,542,155	3,165,109	3,344,402	3,116,193

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate.

The fair values of current assets and current liabilities are not materially different from their carrying values.

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, South Africa and Zambia, as our SSA business, Kuwait and Egypt as our MENA business and Brazil, Colombia and Peru as our Latam business.

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, South Africa 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.

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 (defined 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. 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.

16

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 nine months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,060,964	379,034	145,876	29,881	—	1,615,755
Segment Adjusted EBITDA	668,330	194,701	104,665	14,205	(110,694)	871,207
Depreciation and amortization (note 6 and 7)						(340,381)
Net gain on disposal of property, plant and equipment (note 7)						952
Insurance claims (note 9)						310
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(108,510)
Impairment of withholding tax receivables (note 7)						(35,112)
Business combination transaction costs (note 7)						(1,647)
Other costs (a)						(8,059)
Share‑based payment expense (note 7)						(9,571)
Finance income (note 10)						18,233
Finance costs (note 11)						(1,804,222)
Other income (note 9)						59
Loss before income tax						(1,416,741)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	253,146	81,158	172,867	15,039
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the nine months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $4.5 million, one-off consulting services of $1.7 million and one-off professional fees related to financing of $0.2 million.

17

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summarized financial information for the nine months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	997,132	295,331	116,117	26,552	—	1,435,132
Segment Adjusted EBITDA*	596,756	163,511	83,010	11,616	(96,416)	758,477
Depreciation and amortization (note 6 and 7)						(340,173)
Net loss on disposal of property, plant and equipment (note 7)						(13,650)
Insurance claims (note 9)						1,686
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(1,768)
Impairment of withholding tax receivables (note 7)						(39,141)
Business combination transaction costs (note 7)						(17,928)
Other costs (a)						(1,274)
Share‑based payment expense (note 7)						(9,752)
Finance income (note 10)						11,035
Finance costs (note 11)						(574,081)
Other income (note 9)						2,521
Loss before income tax						(224,048)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	719,219	386,460	3,650
- in the normal course of business	226,858	83,876	93,822	18,569
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the nine months ended September 30, 2022 included professional costs related to Sarbanes-Oxley (SOX) implementation costs of $1.0 million along with professional fees and system implementation costs.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

18

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summarized financial information for the three months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	271,394	133,481	51,883	10,265	—	467,023
Segment Adjusted EBITDA	158,003	66,285	38,163	5,155	(35,653)	231,953
Depreciation and amortization (note 6 and 7)						(104,931)
Net loss on disposal of property, plant and equipment (note 7)						386
Insurance claims (note 9)						32
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(103,429)
Impairment of withholding tax receivables (note 7)						(10,508)
Business combination transaction costs (note 7)						(161)
Other costs (a)						(3,211)
Share‑based payment expense (note 7)						(2,654)
Finance income (note 10)						5,823
Finance costs (note 11)						(261,993)
Other income (note 9)						1
Loss before income tax						(248,692)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	51,631	28,005	82,060	6,227
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the three months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $1.7 million and one-off consulting services of $0.7 million.

19

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summarized financial information for the three months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	355,351	114,801	42,104	9,061	—	521,317
Segment Adjusted EBITDA*	210,039	63,521	29,993	3,828	(32,953)	274,428
Depreciation and amortization (note 6 and 7)						(117,474)
Net loss on disposal of property, plant and equipment (note 7)						134
Insurance claims (note 9)						70
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(3,099)
Impairment of withholding tax receivables (note 7)						(11,422)
Business combination transaction costs (note 7)						(3,685)
Other costs (a)						(966)
Share‑based payment expense (note 7)						(4,127)
Finance income (note 10)						6,412
Finance costs (note 11)						(234,223)
Loss before income tax						(93,952)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	—	—	3,650
- in the normal course of business	98,669	31,705	42,696	6,223
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the three months ended September 30, 2022 included professional costs related to SOX implementation costs of $0.4 million, professional fees related to financing costs of $0.2 million and system implementation costs of $0.4 million.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the TIM Fiber Acquisition in November 2021, the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

Revenue from two tier one customers represents approximately 10% or more of the Group’s total revenue as follows:

	Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
					$’000		$’000
Customer A	63	%	63	%	60	%	63	%
Customer B	14	%	14	%	16	%	17	%

20

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.Cost of sales

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Tower repairs and maintenance	20,364	25,134	77,762	68,391
Power generation	89,883	113,604	303,815	305,858
Short term rental	2,605	3,401	8,195	13,616
Vehicle maintenance and repairs	495	439	1,556	1,473
Site regulatory permits	9,365	8,593	30,562	26,634
Security services	9,650	12,375	33,756	31,713
Insurance	1,081	1,353	3,635	3,750
Staff costs	7,240	8,454	25,385	23,664
Travel costs	1,753	2,195	7,967	3,436
Professional fees	905	943	2,106	2,846
Depreciation (note 14)**	89,850	102,929	293,784	298,901
Amortization (note 15)	10,908	11,381	33,871	30,317
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099	108,510	1,768
Other	17,504	3,698	18,870	6,430
	365,032	297,598	949,774	818,797

Foreign exchange gains and losses on cost of sales are included in Other.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

**Presented net of related indirect tax receivable in Brazil of $0.4 million in 2023. Refer to note 14.

7.Administrative expenses

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Facilities, short term rental and upkeep	8,822	8,953	30,010	25,844
Depreciation (note 14)	2,744	2,266	8,501	6,657
Amortization (note 15)	1,429	898	4,225	4,298
Travel costs	3,640	4,225	10,318	10,884
Staff costs	38,210	34,323	114,765	96,172
Key management compensation	4,674	5,491	12,914	13,814
Share‑based payment expense (note 25)	2,654	4,127	9,571	9,752
Professional fees	14,231	9,628	43,634	28,240
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables*	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Operating taxes	266	228	382	569
Other	6,882	6,415	21,750	17,992
	93,835	91,527	291,877	284,941

21

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Foreign exchange gains and losses on administrative expenses are included in Other.

*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.

8. (Loss allowance)/reversal of loss allowance on trade receivables

The loss allowance for the nine months ended September 30, 2023 is $5.2 million (nine months ended September 30, 2022: reversal of loss allowance of $3.4 million) and the loss allowance for the three months ended September 30, 2023 is $0.7 million (three months ended September 30, 2022: reversal of loss allowance of $1.6 million). This represents the net impact of new or increased provisions for balances now assessed as doubtful partially offset by the reversal of allowances made in previous periods in respect of balances recovered in the period or no longer considered doubtful.

9.Other income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Insurance claims	32	70	310	1,686
Other income	1	—	59	2,521
	33	70	369	4,207

10.Finance income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Interest income—bank deposits	5,761	3,364	17,338	10,380
Net foreign exchange gain on derivative instruments—unrealized	—	1,263	—	—
Net foreign exchange gain on derivative instruments—realized	—	1,785	420	655
Fair value gain on interest rate caps	62	—	475	—
	5,823	6,412	18,233	11,035

22

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.Finance costs

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Interest expenses—third party loans	95,500	70,149	270,491	180,463
Interest expense - withholding tax paid on bond interest	4,233	4,233	10,974	8,597
Unwinding of discount on decommissioning liability	2,360	2,556	6,941	5,223
Interest and finance charges paid/payable for lease liabilities	16,121	14,013	47,323	36,813
Net foreign exchange loss arising from financing—unrealized	118,485	81,964	1,268,855	43,302
Net foreign exchange loss arising from financing—realized	10,325	56,966	117,377	120,655
Net foreign exchange loss on derivative instruments—unrealized	3,247	—	65,356	2,111
Fair value loss on embedded options	5,260	620	4,510	162,950
Fees on loans and financial derivatives	6,462	3,722	12,395	13,967
	261,993	234,223	1,804,222	574,081

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

12.Taxation

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Current taxes on income	28,567	31,897	91,484	83,905
Deferred income taxes	(11,908)	(89,201)	(2,366)	(107,850)
Total taxes	16,659	(57,304)	89,118	(23,945)

Income tax expense is recognized in each interim period based on tax computations for each group entity based upon the profit or loss before tax in the period. Adjustments for material temporary and permanent differences are made by reference to the relevant tax rules, making suitable pro-rated adjustments for rates applying on an annual basis for the full financial year under the tax rules. Accordingly, the interim period income tax expense is accrued at the effective tax rate that would be applicable to the pre-tax income of the interim period.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

23

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13.Loss per share

The following table sets forth basic and diluted net loss per common share computational data (in thousands, except per share data):

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
Loss attributable to equity holders ($’000)	(265,351)	(36,648)	(1,505,859)	(200,103)
Less: allocation of loss to non‑controlling interest ($’000)	(1,974)	(5,946)	(8,334)	(9,162)
Loss attributable to IHS common shareholders ($’000)	(263,377)	(30,702)	(1,497,525)	(190,941)
Basic weighted average shares outstanding (‘000)	334,046	331,688	333,388	330,913
Potentially dilutive securities (‘000)	1,811	3,446	2,079	3,381
Potentially dilutive weighted average common shares outstanding (‘000)	335,857	335,134	335,467	334,294
Loss per share:
Basic loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)
Diluted loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)

Potentially dilutive securities include share-based compensation options, but for the nine and three months ended September 30, 2023, and the nine and three months ended September 30, 2022, these securities were anti-dilutive and thus do not impact diluted loss per share.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

24

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14.Property, plant and equipment

							Total
							(excluding
	Towers		Land	Furniture		Capital	Right of
	and tower	Fiber	and	and office	Motor	work in	use	Right of
	equipment	assets	buildings	equipment	vehicles	progress	asset)	use assets
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2022	2,829,528	250,690	56,268	22,198	23,458	146,353	3,328,495	650,504
Additions during the year ***	(20,994)	70,905	1,489	7,453	6,961	350,512	416,326	100,832
Additions through business combinations (note 27) ****/*****	266,110	—	885	—	—	—	266,995	478,602
Reclassification	176,625	10,991	1,992	4,231	—	(193,839)	—	—
Transfer from advance payments	100,578	16,412	6,754	33	—	2,008	125,785	—
Disposals*	(239,350)	—	—	(459)	(1,286)	—	(241,095)	(17,755)
Effects of movement in exchange rates *****	(150,930)	15,184	(3,802)	(1,148)	(1,856)	(17,876)	(160,428)	(47,003)
At December 31, 2022*****	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
At January 1, 2023	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
Additions during the period ***	38,285	13,634	1,044	2,573	3,429	305,181	364,146	88,794
Additions through business combinations (note 27) ***	5,576	—	—	—	—	—	5,576	—
Reclassification	119,159	67,095	6,422	(2,883)	84	(189,877)	—	—
Transfer from advance payments	41,889	980	1,924	—	—	16,266	61,059	—
Disposals*	(4,950)	(35,571)	—	(1,176)	(1,625)	—	(43,322)	(25,511)
Effects of movement in exchange rates	(732,553)	(5,911)	(24,319)	(6,403)	(8,335)	(129,350)	(906,871)	(123,332)
Reclassified to assets held for sale	(102,135)	—	—	—	—	—	(102,135)	—
At September 30, 2023	2,326,838	404,409	48,657	24,419	20,830	289,378	3,114,531	1,105,131
Accumulated depreciation and impairment
At January 1, 2022	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Charge for the year**	268,999	54,152	315	5,800	4,610	—	333,876	88,615
Impairment	34,702	201	—	—	—	—	34,903	3,151
Disposals*	(234,117)	—	—	(301)	(1,272)	—	(235,690)	(13,237)
Effects of movement in exchange rates *****	(83,573)	(675)	(119)	(1,219)	(1,100)	—	(86,686)	(8,221)
At December 31, 2022*****	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
At January 1, 2023	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
Charge for the period**	174,967	48,207	263	2,859	3,115	—	229,411	73,247
Net impairment	77,896	464	—	—	—	—	78,360	1,277
Disposals*	(4,034)	(34,506)	—	(1,168)	(1,520)	—	(41,228)	(14,315)
Effects of movement in exchange rates	(478,469)	1,871	(763)	(3,824)	(4,835)	—	(486,020)	(38,473)
Reclassified to assets held for sale	(80,996)	—	—	—	—	—	(80,996)	—
At September 30, 2023	1,250,690	75,068	1,333	19,304	13,769	—	1,360,164	221,897
Net book value
At December 31, 2022****	1,400,241	305,150	61,753	10,871	10,268	287,158	2,075,441	965,019
At September 30, 2023	1,076,148	329,341	47,324	5,115	7,061	289,378	1,754,367	883,234

*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 condensed consolidated statement of loss and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

25

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

***Includes net movements in assets relating to the decommissioning and site restoration provision.

****Includes subsequent asset acquisitions on business combination transactions.

*****re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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 period ended September 30, 2023 includes $66.3 million from power equipment assets in the SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell. The sale of the assets is expected to be concluded within the next 12 months. Assets are not depreciated while they are classified as held for sale. The impairment in the year ended December 31, 2022 is primarily driven by the rationalization program agreed with a Key Customer which resulted in the impairment of the related Towers and tower equipment. The impairment losses have been recognized in cost of sales in the consolidated statement of loss and other comprehensive income/(loss).

26

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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, 2022	780,147	877,764	107,202	17,706	23,798	1,806,617
Additions during the year	—	—	—	14,772	6,413	21,185
Additions through business combinations (note 27)*/***	119,035	171,765	72,932	—	—	363,732
Disposals	—	—	—	(4)	(395)	(399)
Effects of movement in exchange rates ***	(13,543)	(18,163)	(4,844)	(1,886)	(572)	(39,008)
At December 31, 2022***	885,639	1,031,366	175,290	30,588	29,244	2,152,127
At January 1, 2023	885,639	1,031,366	175,290	30,588	29,244	2,152,127
Additions during the period	—	—	—	3,007	8,970	11,977
Additions through business combinations (note 27)	—	2,224	766	—	—	2,990
Disposals	—	—	—	(17)	(13,014)	(13,031)
Effects of movement in exchange rates	(119,909)	(115,330)	(15,640)	(1,096)	(4,066)	(256,041)
At September 30, 2023	765,730	918,260	160,416	32,482	21,134	1,898,022
Accumulated amortization and impairment
At January 1, 2022	251	131,568	21,885	6,877	20,411	180,992
Charge for the year	—	36,169	6,936	2,598	1,627	47,330
Disposals	—	—	—	(4)	(394)	(398)
Impairment charge for the year**	121,596	—	—	—	—	121,596
Effects of movement in exchange rates	404	(8,335)	(1,245)	(395)	(313)	(9,884)
At December 31, 2022	122,251	159,402	27,576	9,076	21,331	339,636
At January 1, 2023	122,251	159,402	27,576	9,076	21,331	339,636
Charge for the period	—	26,094	5,515	4,776	1,711	38,096
Disposals	—	—	—	(17)	(13,008)	(13,025)
Impairment charge for the year	—	28,873	—	—	—	28,873
Effects of movement in exchange rates	4,941	(37,430)	(6,464)	(129)	(3,835)	(42,917)
At September 30, 2023	127,192	176,939	26,627	13,706	6,199	350,663
Net book value
At December 31, 2022***	763,388	871,964	147,714	21,512	7,913	1,812,491
At September 30, 2023	638,538	741,321	133,789	18,776	14,935	1,547,359

Network-related intangible assets represent future income from leasing excess tower capacity to new Tenants. Customer-related intangible assets represent customer contracts and relationships.

*Includes subsequent asset acquisitions on business combination transactions.

**The carrying amount of the IHS Latam tower business group of CGUs was reduced to its recoverable amount through the recognition of an impairment loss against goodwill.

***re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

27

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The impairment in the period ended September 30, 2023 of $28.9 million relates to a revaluation of the Customer-related assets in the SSA segment following the classification of power equipment assets as held for sale. Refer to note 14.

16.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 condensed consolidated statement of loss and other comprehensive income/(loss). The related net foreign exchange gain/(loss) is included in finance income (note 10) and finance costs (note 11).

The underlying contractual notional amounts for the derivative instruments are as follows, at December 31, 2022 and at September 30, 2023:

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	125,000	160,448
Embedded options within listed bonds	1,940,000	1,940,000
	2,065,000	2,100,448

The fair value balances are as follows:

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	(51,887)	(1,393)
Interest rate caps	1,099	821
Embedded options within listed bonds	790	5,300
	(49,998)	4,728

The change in fair value of the derivative instruments has been recorded in the condensed consolidated statement of loss and other comprehensive income/(loss) as follows:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Derivative instruments
Foreign exchange swaps/non-deliverable forwards	(3,247)	1,263	(65,356)	(2,111)
Interest rate caps	62	—	475	—
Embedded options within listed bonds	(5,260)	(620)	(4,510)	(162,950)
	(8,445)	643	(69,391)	(165,061)

28

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17.Trade and other receivables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade receivables	196,881	236,390
Less: impairment provisions	(19,767)	(25,365)
Net trade receivables*	177,114	211,025
Other receivables**	386,305	387,019
Prepaid land rent	1,108	1,030
Other prepaid expenses	23,116	26,820
Advance payments	27,663	22,076
Withholding tax	1,133	1,201
VAT receivables	12,806	14,296
	629,245	663,467
Non‑current
Accrued income and lease incentive	62,989	35,321
Other tax receivables	7,021	5,945
Payment in advance for property, plant and equipment	77,781	83,118
Contingent consideration receivable	6,181	5,963
	153,972	130,347

*The fair value is equal to their carrying amount.

**Included in 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.

Payment in advance for property, plant and equipment relates to the future supply of tower and tower equipment and fiber assets. 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 the 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables.

29

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

18.Trade and other payables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade payables	356,145	442,959
Deferred revenue	63,941	86,363
Withholding tax payable	6,801	5,820
Payroll and other related statutory liabilities	40,228	45,331
VAT payables	29,416	51,103
Other payables	73,230	37,573
	569,761	669,149
Non‑current
Other payables	5,493	1,459
	5,493	1,459

19.Borrowings

	September 30,	December 31,
	2023	2022
	$’000	$’000
Non‑current
Senior Notes	1,928,762	1,920,783
Bank borrowings	1,155,452	985,505
External debt	3,084,214	2,906,288
Current
Senior Notes	22,692	27,060
Bank borrowings	92,721	213,576
Letters of credit	342,528	197,478
External debt	457,941	438,114
Total borrowings	3,542,155	3,344,402

30

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

External debt

External debt is made up of the following:

							September 30,	December 31,
	Currency	Maturity date		Interest rate			2023	2022
							$’000	$’000
Senior notes
IHS Holding Limited	US Dollar		2026		5.63	%	505,623	497,861
IHS Holding Limited	US Dollar		2028		6.25	%	506,214	497,979
IHS Netherlands Holdco B.V.	US Dollar		2027		8.00	%	939,617	952,003
Bank borrowings
IHS Holding Term Loan	US Dollar		2025		3.75	% + CAS + 3M SOFR	370,433	368,630
IHS (Nigeria) Limited	Nigerian Naira		2023		12.50	-18.00%	—	57,448
INT Towers Ltd	Nigerian Naira		2024		2.50	% + 3M NIBOR	—	191,188
INT Towers Ltd	Nigerian Naira		2028		20.00	%	218,634	—
IHS Côte d'Ivoire Ltd	CFA Franc		2024		5.00	%	9,410	18,854
IHS Côte d'Ivoire Ltd	Euro		2024		3.00	% + 3M EURIBOR	6,993	14,217
IHS Zambia Ltd	US Dollar		2027		5.00	% + CAS + 3M SOFR	85,763	94,596
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2031		3.10	% + CDI	234,740	—
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2029		3.65	% + CDI	—	68,591
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2028		3.05	% + CDI	—	82,928
I-Systems Soluções de Infraestrutura S.A.	Brazilian Real		2030		2.45	- 2.50% + CDI	78,615	38,542
IHS Kuwait Limited	Kuwait Dinar		2029		2.00	% + 3M KIBOR	62,916	66,251
IHS Towers South Africa Proprietary Limited	South African Rand		2029		2.75	% + 3M JIBAR	180,669	197,836
Letters of credit
IHS (Nigeria) Limited	US Dollar		2023		12.00	- 15.55%	101,559	66,047
INT Towers Ltd	US Dollar		2023		12.00	- 15.75%	238,010	128,063
IHS Towers NG Limited	US Dollar		2023		15.49	%	136	987
Global Independent Connect Limited	US Dollar		2023		13.25	- 15.49%	2,823	1,330
Global Independent Connect Limited	Chinese Yuan		2023		12.05	%	—	1,051
							3,542,155	3,344,402

i.Bank borrowings – new facilities, facility amendments and drawdowns during the reporting period

The Group is in compliance with the restrictive debt covenants related to the listed bonds and covenants related to external borrowings as at the quarter end. 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 September 30, 2023.

Nigeria (2023) Term Loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 165.0 billion (approximately $212.8 million) term loan agreement in January 2023 (as amended and/or restated from time to time the “Nigeria 2023 Term Loan”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers; each of IHS Holding Limited, IHS Netherlands NG1

31

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

B.V., IHS Nigeria, IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

The Nigeria 2023 Term Loan was drawn down for an original principal amount of NGN 124.5 billion (approximately $160.5 million), and funds borrowed under the loan were applied towards, inter alia, refinancing certain indebtedness of INT Towers, IHS Nigeria, and general corporate and working capital purposes.

As of January 3, 2023, the total commitments available under the Nigeria 2023 Term Loan were NGN 124.5 billion (approximately $160.5 million), which were increased in February 2023, by NGN 29.0 billion (approximately $37.4 million) and further increased in May 2023, by NGN 11.5 billion (approximately $14.8 million) pursuant to the facility increase clause contained within the loan agreement up to its total NGN 165.0 billion (approximately $212.8 million) capacity.

In January 2023, NGN 124.5 billion (approximately $160.5 million) was drawn down under the Nigeria 2023 Term Loan. Further drawdowns took place in March 2023, April 2023 and June 2023 for NGN 14.0 billion (approximately $18.1 million), NGN 15.0 billion (approximately $19.3 million) and NGN 11.5 billion (approximately $14.8 million) respectively.

As of September 30, 2023, NGN 165.0 billion (approximately $212.8 million) had been drawn down under this facility.

Nigeria (2023) Revolving Credit Facility

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 55.0 billion (approximately $70.9 million) revolving credit facility agreement in January  2023 (as amended and/or restated from time to time the “Nigeria 2023 RCF”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers and guarantors; each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.  

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

As of January 3, 2023, the total commitments available under the Nigeria 2023 RCF were NGN 44.0 billion (approximately $56.7 million), which were further increased in February 2023, by NGN 11.0 billion (approximately $14.2 million) to NGN 55.0 billion (approximately $70.9 million), pursuant to the facility increase clause contained within the loan agreement.

During the nine months ended September 30, 2023, an aggregate of NGN 40.0 billion (approximately $51.6 million) was borrowed and repaid under the Nigeria 2023 RCF.

As of September 30, 2023, there are no amounts drawn and outstanding under the Nigeria (2023) Revolving Credit Facility.

Repayment of the IHS (Nigeria) Local Facilities

On January 11, 2023, the following IHS (Nigeria) Limited local facilities were fully repaid:

(i) IHSN NG1 Facility (a NGN 16.1 billion (approximately $20.8 million) facility entered into in March 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited).

(ii) IHSN NG2 Facility (a NGN 10.0 billion (approximately $12.9 million) facility entered into in May 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited).

32

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Repayment of the Nigeria (2019) term loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into a term loan agreement, originally dated September 3, 2019 (and as amended and/or restated from time to time, including pursuant to an amendment and restatement agreement dated September 29, 2021) (the “Nigeria 2019 Facility”). In January  2023, the full remaining principal amount of the Naira tranche of the Nigeria 2019 Facility of NGN 88.3 billion (approximately $113.9 million) (plus accrued interest) was prepaid.

I-Systems Facility drawdown

I-Systems Soluções de Infraestrutura S.A. (formerly known as Fiberco Soluções de Infraestrutura S.A.) (“I-Systems”) entered into a BRL 200.0 million (approximately $39.7 million) credit agreement, originally dated October 3, 2022 (as amended and/or restated from time to time, the “I-Systems Facility”). On October 13, 2022, Itau Unibanco S.A. provided an additional commitment in an aggregate amount of BRL 200.0 million (approximately $39.7 million) on the same terms, available in two tranches.

On February 3, 2023, I-Systems drew down a tranche of BRL 80.0 million (approximately $15.9 million) pursuant to the I-Systems Facility. The interest rate applicable on this tranche is CDI plus 2.45% (assuming a 252-day calculation basis). On March 31, 2023, I-Systems drew down a tranche of BRL 120.0 million (approximately $23.8 million) pursuant to the I-Systems Facility. The interest rate applicable on this tranche is CDI plus 2.50% (assuming a 252-day calculation basis). As of September 30, 2023, BRL 400 million (approximately $79.5 million) had been drawn down under this facility.

Repayment of the  IHS Brasil - Cessão de Infraestruturas S.A. Facilities

IHS Brasil Participacoes Ltda entered into (and later assigned to IHS Brasil - Cessão de Infraestruturas S.A.) the following facilities: (a) a BRL 300.0 million (approximately $59.6 million) credit agreement originally in May 2021 (as amended and/or restated from time to time, the “IHS Brasil Facility 1”), and (b) a BRL 100.0 million (approximately $19.9 million) credit agreement originally in June 2021 (as amended and/or restated from time to time) (the “IHS Brasil Facility 2” and, together with the IHS Brasil Facility 1, the “IHS Brasil Facilities”).

IHS Brasil - Cessão de Infraestruturas S.A. also entered into a BRL 495.0 million (approximately $98.4 million) credit agreement originally in April 2022 (as amended and/or restated from time to time, the “GTS Facility”).

In September 2023, we prepaid the full remaining principal amount of the IHS Brasil Facilities and the GTS Facility of BRL 713.6 million (approximately $141.8 million) (plus accrued interest) using the proceeds received following the issuance of the IHS Brasil Debentures.

IHS Brasil - Cessão de Infraestruturas S.A. Debentures

IHS Brasil - Cessão de Infraestruturas S.A. issued debentures for BRL 1,200.0 million (approximately $238.4 million), in September 2023 (as amended and/or restated from time to time, the “IHS Brasil Debentures”). The IHS Brasil Debentures amortize semi-annually until maturity in August 2031.

The IHS Brasil Debentures contain customary information and financial covenants, including but not limited to the maintenance of specified net debt to EBITDA and interest cover ratios. They also contain customary negative covenants and restrictions including, but not limited to, dividends and other payments to shareholders, intercompany loans and capital reductions.

The IHS Brasil Debentures are  secured by a pledge over all shares owned by Centennial Towers Brasil Cooperatief U.A. and IHS Netherlands BR B.V. in IHS Brasil – Cessão de Infraestruturas S.A. and a pledge over the bank account where the companies’ receivables are deposited.

The IHS Brasil Debentures have an interest rate of CDI plus 3.10% (assuming a 252-day calculation basis) and will terminate in August 2031.

33

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The proceeds from the issuance were used to refinance certain indebtedness of IHS Brasil - Cessão de Infraestruturas S.A. (including the IHS Brasil Facilities and the GTS Facility) and for general corporate and working capital purposes.

IHS Kuwait Facility drawdown

IHS Kuwait Limited entered into a loan agreement originally dated April 19, 2020 (as amended and/or restated from time to time) with a total commitment of KWD equivalent of $85.0 million (the “Kuwait Facility”).

The Kuwait Facility will terminate in April 2029, and as of September 30, 2023, KWD 21.8 million (approximately $70.5 million) of this facility was drawn down.

IHS South Africa Facility

IHS Towers South Africa Proprietary Limited (“IHS SA”) entered into a loan agreement originally in May 2022 (as amended and/or restated from time to time) with a total commitment of ZAR 3,470.0 million (approximately $183.4 million)  (the “IHS SA Facility”). In May 2023, IHS SA drew down ZAR 70.0 million (approximately $3.7 million) under the facility. As of September 30, 2023, ZAR 3,470 million (approximately $183.4 million) had been drawn down under this facility.

ii.Letters of credit

As of September 30, 2023, IHS (Nigeria) has utilized $101.6 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 12.00% to 15.55%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, INT Towers Limited has utilized $238.0 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 12.00% to 15.75%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, IHS Towers NG Limited has utilized $0.1 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and incur interest at a rate of 15.49%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, Global Independent Connect Limited has utilized $2.8 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 13.25% to 15.49%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

20.Lease liabilities

	September 30,	December 31,
	2023	2022*
	$’000	$’000
Current	86,898	87,240
Non‑current	507,008	518,318
Total lease liabilities	593,906	605,558

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 nine-month period ended September 30, 2023, payments to the value of $100.3 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.

34

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

At September 30, 2023, and December 31, 2022, 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
September 30, 2023
Lease liabilities	593,906	1,113,491	100,029	184,187	171,800	657,475
December 31, 2022*
Lease liabilities	605,558	1,108,532	92,417	179,930	168,231	667,954

Lease obligations 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 September 30, 2023 is 12.33 years.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

21.Provisions for other liabilities and charges

Decommissioning and site restoration provision

	September 30,	December 31,
	2023	2022
	$’000	$’000
At January 1	85,016	71,941
Additions through business combinations (note 27)	—	34,419
Increase/(decrease) in provisions	625	(24,898)
Payments for tower and tower equipment decommissioning	(327)	(343)
Unwinding of discount	6,941	7,084
Effects of movement in exchange rates	(7,135)	(3,187)
At end of period/year	85,120	85,016
Analysis of total decommissioning and site restoration provisions:
Non‑current	84,811	84,533
Current	309	483
	85,120	85,016

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 risk-free rates of individual operations within the Group, adjusted for risks specific to the cash flows being discounted. The amount provided for each site has been discounted based on the respective lease terms attached to each site.

35

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.Stated capital

	Ordinary Shares
			Share capital		Share premium
	Number of		net of		net of
	shares	Share capital	issue costs	Share Premium	issue costs
	000’s	$’000	$’000	$’000	$’000
At December 31, 2022	331,920	100,141	99,576	5,241,836	5,212,377
Shares issued on exercise of options	2,221	666	666	88,766	88,766
Shares repurchased and cancelled through buyback program	(948)	(284)	(284)	(9,738)	(9,738)
At September 30, 2023	333,193	100,523	99,958	5,320,864	5,291,405

23.Other reserves

	Fair value
	through
	other		Share‑	Loss on	Foreign
	comprehensive		based	transaction	exchange
	income	Restructuring	payment	between	translation
	reserve	reserve	reserve	owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2022	(3)	4,019	176,698	(840,359)	(183,266)	(842,911)
Other comprehensive income*	—	—	—	—	59,521	59,521
Options converted to shares	—	—	(88,469)	—	—	(88,469)
Recognition of share‑based payment expense	—	—	13,423	—	—	13,423
Other reclassifications related to share-based payment	—	—	(2,835)	—	—	(2,835)
At December 31, 2022	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
At January 1, 2023	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
Other comprehensive income	7	—	—	—	621,355	621,362
Options converted to shares	—	—	(89,432)	—	—	(89,432)
Recognition of share‑based payment expense	—	—	9,327	—	—	9,327
Other reclassifications related to share based payment	—	—	(1,426)	—	—	(1,426)
At September 30, 2023	4	4,019	17,286	(840,359)	497,610	(321,440)

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

36

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

24.Non-controlling interest

	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Balance at January 1	227,200	223,188
NCI arising on business combination*	1,922	831
Loss for the period	(8,334)	(9,162)
Other comprehensive income	8,393	5,969
Balance at September 30	229,181	220,826

*Includes non-controlling interest arising on subsequent asset acquisitions on business combination transactions.

37

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

Summarized balance sheet	I-Systems Soluções de Infraestrutura S.A.
	September 30,	December 31,
	2023	2022
	$’000	$’000
Current assets	92,805	102,445
Current liabilities	(45,907)	(38,834)
Current net assets	46,898	63,611
Non-current assets	503,575	462,122
Non-current liabilities	(116,275)	(92,453)
Non-current net assets	387,300	369,669
Net assets	434,198	433,280
Accumulated non-controlling interest at the end of the period	212,757	212,307
Summarized statement of comprehensive income for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Revenue	52,677	41,502
Loss for the period	(14,941)	(15,373)
Other comprehensive income	15,858	15,466
Total comprehensive income	917	93
Loss allocated to non-controlling interest during the period	(7,321)	(7,533)
Summarized statement of cash flows for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Cash flows generated from operating activities	44,425	50,769
Cash flows used in investing activities	(77,685)	(62,921)
Cash flows generated from/(used in) financing activities	30,803	(70)
Net decrease in cash and cash equivalents	(2,457)	(12,222)

38

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

25.Share-based payment obligation

The total charge to the profit and loss for the nine months ended September 30, 2023 was $9.6 million (nine months ended September 30, 2022: $9.8 million), while the charge for the three months ended September 30, 2023 was $2.7 million (three months ended September 30, 2022: $4.1 million). In May 2023, a total of 2,132,134 options were awarded as part of the existing Omnibus employee share-based payment plan since December 31, 2022.

September 2023 Valuation assumptions – Omnibus employee share-based payment scheme

The Omnibus options issued were valued at $49.9 million at issue using a share price assumption of $5.27 - $11.55 depending on the grant date. The fair value of the RSUs and PSUs with non-market conditions determined using share price at grant date amounted to $22.7 million and $19.0 million respectively while the fair value of the PSUs with market conditions determined using the Monte Carlo model amounted to $8.2 million. At September 30, 2023 a forfeiture rate of 7% was assumed resulting in an expected charge over the remaining term of the options of $19.6 million. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and no dividends are planned to be paid in the near future.

39

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

26.Cash from operations

	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022*	September 30, 2023	September 30, 2022*
	$’000	$’000	$’000	$’000
Reconciliation:
Loss before taxation	(248,692)	(93,952)	(1,416,741)	(224,048)
Adjustments:
Depreciation of property, plant and equipment (note 6 and 7)	92,594	105,195	302,285	305,558
Amortization of intangible assets (note 6 and 7)	12,337	12,279	38,096	34,615
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent (note 6)	103,429	3,099	108,510	1,768
Loss allowance/(reversal of loss allowance) on trade receivables (note 8)	711	(1,597)	5,225	(3,397)
Impairment of withholding tax receivables (note 7)	10,508	11,422	35,112	39,141
Amortization of prepaid site rent	2,789	2,796	7,918	6,957
Net (gain)/loss on disposal of plant, property and equipment (note 7)	(386)	(134)	(952)	13,650
Insurance income (note 9)	(32)	(70)	(310)	(1,686)
Finance costs (note 11)	261,993	234,223	1,804,222	574,081
Finance income (note 10)	(5,823)	(6,412)	(18,233)	(11,035)
Impairment of inventory	—	—	—	138
Share‑based payment expense (note 7)	2,654	4,127	9,571	9,752
Operating profit before working capital changes	232,082	270,976	874,703	745,494
Changes in working capital
Increase in inventory	(29,221)	(10,373)	(4,683)	(30,094)
(Increase)/decrease in trade and other receivables	(61,968)	12,702	(199,210)	(169,833)
Increase in trade and other payables	93,544	20,885	79,618	132,032
Net movement in working capital	2,355	23,214	(124,275)	(67,895)
Cash from operations	234,437	294,190	750,428	677,599

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

27.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. All acquisitions completed in 2022 met the definition of a business as defined, and were accounted for as business combinations with the exception of the additional stages of the Kuwait Acquisition completed in 2022 and 2023 which are accounted for as assets acquisitions. The Group completed an additional stage of the Kuwait Acquisition during the nine-month period ended September 30, 2023.

40

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MTN telecom towers in South Africa

IHS Holding Limited, through its subsidiary IHS Towers South Africa Proprietary Limited, completed the acquisition of a portfolio of towers, comprising 5,691 towers, in South Africa from MTN South Africa on May 31, 2022, which includes an agreement to provide Managed Services, including to approximately 7,100 additional MTN South Africa sites. IHS will own 70% of the South African towers business with the remaining 30% to be owned by a B-BBEE consortium. At the date of issue of these financial statements, IHS owns 100% of the business as the transfer of the non-controlling interest has not been finalized and hence no non-controlling interest has been recognized.

The goodwill of $64.4 million includes goodwill attributable to a new market penetration for the Group. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The acquisition accounting was completed in May 2023. As IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition, this requires re-presentation of previously reported financial results. The following table summarizes the consideration paid and the assets acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

	As reported		As re-presented
	2022	Adjustments	2022
	$’000	$’000	$’000
Gross consideration	421,239	—	421,239
Net cash consideration	421,239	—	421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	251,683	—	251,683
Customer related intangible asset	127,957	(6,492)	121,465
Network related intangible asset	67,837	1,904	69,741
Right of use asset	211,315	621	211,936
Lease liabilities	(211,315)	(621)	(211,936)
Deferred tax	(52,864)	1,239	(51,625)
Provisions for other liabilities and charges	(34,419)	—	(34,419)
Total identifiable net assets acquired	360,194	(3,349)	356,845
Goodwill	61,045	3,349	64,394
Revenue — post‑acquisition			40,927
Loss — post‑acquisition			(17,724)

São Paulo Cinco Locação de Torres Ltda.

IHS Holding Limited acquired 100% of the share capital of São Paulo Cinco Locação de Torres Ltda. (“GTS SP5”) on March 17, 2022. The acquisition is consistent with the Group’s strategy to expand in the Latin American region.

The goodwill of $54.6 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 including right of use assets relating to leases which were fully pre-paid prior to acquisition, and the amounts of revenue and profit of the acquiree from the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

41

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

	2022
	$’000
Gross consideration	317,188
Less: cash in business at the date of acquisition	(1,896)
Net cash consideration	315,292
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	13,395
Land	885
Customer related intangible asset	48,353
Network related intangible asset	2,520
Right of use asset	266,666
Trade and other receivables	23,575
Lease liabilities	(4,282)
Trade and other payables	(4,222)
Deferred tax	(86,239)
Total identifiable net assets acquired	260,651
Goodwill	54,641
Revenue — post‑acquisition	23,287
Profit — post‑acquisition*	6,340

*Includes profit up until an internal merger of the entity.

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 2021, October 2021, September 2022 and August 2023 IHS GCC KW completed the third, fourth, fifth and sixth stages of the acquisition of 1,620 towers from Zain Kuwait comprising 67, 126, 43 and 101 towers respectively.

The remaining 121 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% 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.

42

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date of the 43 and 101 towers acquired in 2022 and 2023 respectively, and the amounts of revenue and profit/(loss) of the acquiree since the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

	2023	2022
	$’000	$’000
Gross consideration	6,408	2,729
Less: consideration received in exchange for a retained 30% interest (by Zain) in IHS GCC KW	(1,922)	(819)
Net cash consideration for 70% controlling interest	4,486	1,910
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	5,576	1,032
Customer-related assets	2,224	1,947
Network-related assets	766	671
Trade and other payables	(2,158)	(921)
Total identifiable net assets acquired (at 100%)	6,408	2,729
Goodwill	—	—
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	6,408	2,729
	6,408	2,729
Non-controlling interest portion of above at 30%	1,922	819
Revenue — post‑acquisition	n.a.	n.a.
Profit/(loss) — post‑acquisition	n.a.	n.a.

28.Capital commitments and contingent liabilities

28.1Capital commitments

The Group was committed to the purchase of property, plant and equipment of approximately $232.1 million at September 30, 2023 (December 31, 2022: $337.0 million).

28.2Contingent 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 make a determination on a case-by-case basis whether a loss from each of these matters is probable, possible or remote.

The Group’s contingent liabilities in respect of litigations and claims amounted to $13.1 million at the end of the reporting period (December 31, 2022: $3.8 million).

Based on legal advice received, claims against the Group are not considered probable, thus no provisions have been made in these financial statements.

43

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

29.Events after the reporting period

(a) IHS Holding Bullet Term Loan Facility

In October 2023, the available commitments under the IHS Holding 2022 Term Loan were voluntarily reduced by $100.0 million and the availability period on the remaining balance of $130.0 million in available commitments was extended to April 2024 from October 2023.

(b) IHS Holding RCF extension

In November 2023, the IHS Holding RCF termination date was further extended to October 30, 2026.

(c) IHS South Africa Overdraft

IHS Towers South Africa Proprietary Limited entered into a ZAR 350.0 million (approximately $18.5 million) overdraft facility agreement in October 2023 (the “IHS SA Overdraft”). The IHS SA Overdraft is governed by South African law and funds borrowed under the facility will be applied towards general corporate purposes. The IHS SA Overdraft will terminate in October 2024. As of November 13, 2023, ZAR 117.9 million (approximately $6.2 million) has been drawn down under this facility.

44

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this report. 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 our annual report on Form 20-F for the year ended December 31, 2022 (“Annual Report”), dated March 28, 2023, filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Actual results could differ materially from those contained in any forward-looking statements.

Overview

We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 780 million people in emerging markets, across three regions and eleven 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 September 30, 2023, we operated 39,739 Towers across seven countries in Africa, three countries in Latin America and one country in the Middle East. We are the largest tower operator in seven of the eleven 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 communications 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 communications infrastructure offerings for our customers such as fiber connectivity. In September 2022, IHS Kuwait completed the fifth stage of the acquisition from Zain Kuwait comprising of 43 Towers and in September 2023 completed the sixth stage of the acquisition comprising of 101 towers. 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 communications 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 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 September 30, 2023, our owned and operated tower portfolio supported 59,196 Tenants, with a Colocation Rate of 1.49x.

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 22 transactions, building a footprint that currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, South Africa, Zambia, Brazil, Peru, Colombia, Kuwait and Egypt.

Recent Developments

As previously disclosed, on September 7, 2023, MTN Nigeria issued a statement that it has selected ATC Nigeria Wireless Infrastructure Solutions Limited to provide services to approximately 2,500 sites that are currently managed by IHS Nigeria pursuant to lease agreements that are due to expire in 2024 and 2025. The Group has multiple contracts with MTN Nigeria for the use of our towers in Nigeria, one of which (with IHS Nigeria) includes approximately 4,100 towers of which approximately 2,000 expire on December 31, 2024, and approximately 500 during the course of 2025, with the remaining expiring thereafter. The Group continues to explore its options, including those to mitigate the impact of the MTN Nigeria announcement and the related sites and services.

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William (Bill) Bates resigned from our executive committee and his position as Executive Vice President and Chief Strategy Officer, effective September 30, 2023, to pursue other opportunities.

Share Buyback Program

In August 2023, the Company’s board of directors (the “Board”) authorized a stock repurchase program for up to $50.0 million of the Company’s ordinary shares, effective as of August 15, 2023 through August 15, 2025, subject to market conditions, contractual restrictions, regulatory requirements and other factors.

Repurchases under the program may be made in the open market from time to time, in privately negotiated transactions, through accelerated repurchase agreements or otherwise, with the amount and timing of repurchases depending on and subject to market conditions, alternative uses of capital, corporate needs, applicable regulatory requirements and other factors, at management’s discretion. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This stock repurchase program does not obligate the Company to repurchase any set dollar amount or number of ordinary shares and may be extended, modified, suspended or terminated at any time without prior notice at the Company’s discretion.

During the third quarter of 2023, the Company repurchased 948,101 shares, at an average price of $5.04 per share, for $4.8 million under its stock repurchase program. Shares repurchased were cancelled.

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, South Africa and Zambia; 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 as inorganic below). Specifically, organic revenue captures the impact of (i) new Colocation and Lease Amendments; (ii) changes in pricing including from contractual lease fee escalation, power indexation and foreign exchange resets; (iii) New Site construction; (iv) fiber connectivity and (v) 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. In September 2022, IHS Kuwait completed the fifth stage of the acquisition from Zain Kuwait comprising of 43 Towers and 43 Tenants and in September 2023 completed the sixth stage of the acquisition comprising of 101 towers and 109 tenants. We therefore have inorganic revenue for the three and nine months ended September 30, 2023.

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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 (monthly, 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 monthly, 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 revenue (i.e., both revenue that is contractually linked to the U.S. dollar and that is 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.

From time to time in the markets in which we operate there have existed situations where there are differing official exchange rates in the market, and we were 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 was the most appropriate rate to use at the relevant time we produce financial information depended on a number of factors, including, but not limited to, availability and liquidity in the market generally. The foreign exchange rate that we determined to be the most appropriate for the translation of our results for group reporting purposes may also have differed from the conversion rates contained within our contracts.

In 2020, we reached an agreement with some of our Key Customers in Nigeria to update the reference exchange rate in our contracts to the then prevailing market rate available on Bloomberg (which was typically 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.

In mid-June 2023, the CBN implemented steps to unify the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single I&E window within which foreign exchange transactions would be determined by market forces. The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the I&E window rate, for Group reporting purposes. In October 2023, the CBN changed all references to I&E Window to NAFEM.

While a number of the MLAs with our customers are deemed automatically renewed if not cancelled by the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters. For instance, an MLA with a customer in Cote d’Ivoire was up for renewal in the first half of 2023, and renewal discussions and negotiations are currently ongoing, MLAs with certain customers in Zambia and Rwanda are up for renewal in 2024 and MLAs with certain customers in Nigeria and Zambia are up for renewal in 2025. No

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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, or that we will be successful in negotiating favorable terms with these customers.

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 communications 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 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 $16,000 in 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 communications 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.

Our MLAs sometimes contain a portion of lease fees which are linked to power indexation metrics including diesel and electricity prices.

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,

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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 expenditure 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 communications 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 $50,000 and $110,000, while in Latin America the cost is typically in the range of between $40,000 and $80,000 depending on the market of operation and specification of the tower.

Consequently, the construction of New Sites generally has a positive effect on revenue, and as Colocation and Lease Amendments occur on the tower, we expect to drive incremental organic revenue and have a positive effect on gross margins and operating margins.

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, adjusted for the reintegration of previously lost tenancies. 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 Churn in the nine months ended September 30, 2023 of 1,122 Tenants which includes 730 towers occupied by our smallest Key Customer in Nigeria. 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 expenditure 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 416 Towers, and we continue to review our portfolio for further decommissioning opportunities.

Acquisitions of tower portfolios and businesses

The acquisition of tower portfolios and businesses from MNOs and independent tower companies results in incremental inorganic revenue during the period in which the acquisitions occur. Acquisitions of tower portfolios and businesses result in the immediate increase in the size of our overall tower portfolio and help expand our footprint in existing and new markets. Once towers are acquired, we receive revenue from the Tenants and Lease Amendments on such sites and we are responsible for future capital expenditure and costs of sales related to the sites. As we acquire new portfolios of towers, we

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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, South Africa, 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), South African Rand (ZAR), 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.

In mid-June 2023, the Central Bank of Nigeria implemented steps to unify the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single I&E window within which foreign exchange transactions would be determined by market forces. In October 2023, the CBN changed all references to I&E Window to NAFEM. As a result, for the period January 1, 2023 to June 30, 2023, the Naira rate depreciated against the U.S. dollar from ₦461.5 to $1.00 to ₦752.7 to $1.00 after the unification of the foreign exchange market. The Naira closed at a rate of ₦775.6 to $1.00 as of September 30, 2023. In the same period the BRL appreciated against the U.S. dollar from BRL5.2 as of January 1, 2023, to BRL5.0 as of September 30, 2023. For the period January 1, 2022, to September 30, 2022, the Naira NAFEX rate depreciated against the U.S. dollar from ₦435.0 to $1.00 to ₦437.0 to $1.00. The BRL appreciated against the U.S. dollar, from BRL5.6 to $1.00 as of January 1, 2022, to BRL5.4 to $1.00 as of September 30, 2022.

In addition, during the nine month period ended September 30, 2022, we experienced a depreciation of the RWF, XAF, XOF and ZAR currencies and an appreciation of the ZMW currency, each as compared to the U.S. dollar, being the primary reason for net foreign exchange losses of $164.0 million reflected in financing costs. During the nine month period ended September 30, 2023, in addition to the NGN and BRL movements described above we experienced a depreciation of the RWF, XAF, XOF, ZAR and ZMW currencies, each compared to the U.S. dollar resulting in net foreign exchange losses arising from financing of $1,386.2 million in the period, of which a significant impact was from Nigeria which incurred a net foreign unrealized exchange loss arising from financing of $1,231.3 million, primarily from intercompany loans which are USD denominated. This net foreign exchange loss was partially offset by a net foreign exchange gain in Latam of $10.0 million.

Multiple foreign exchange markets with different exchange rates

Historically, in Nigeria, there have been multiple exchange rates available and/or referenced by the applicable banking authorities. 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.

In mid-June 2023, the Central Bank of Nigeria implemented steps to unify the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single I&E window within which foreign exchange transactions would be determined by market forces. The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the I&E window rate, for Group reporting purposes. In October 2023, the CBN changed all references to I&E Window to NAFEM.

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It should be noted that as a consequence of the previous regime of multiple exchange rate “windows” for different purposes, we reached agreement with certain of our Key Customers in Nigeria in 2020 to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg. Most significantly, our contracts with MTN Nigeria previously contained clauses which determined that a portion of the lease fee paid to IHS Towers 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.

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 and fiber infrastructure, which is non-discretionary in nature and required in order for us to optimally run our portfolio and to perform in line with our service level agreements with customers. Maintenance capital expenditure includes the periodic repair and replacement of fixtures and fittings of existing sites, and fiber equipment and power equipment at existing sites. A large component of maintenance capital expenditure is for the replacement and servicing of generators and batteries at our sites, which may decrease, should the grid availability in our markets improve. Maintenance capital expenditure 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.

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 expenditure typically involves 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 expenditure is 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.

Carbon reduction roadmap

On October 24, 2022, we announced our Carbon Reduction Roadmap which provides a comprehensive strategy for decreasing our operational emissions by reducing diesel usage on tower sites, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 2030, using 2021 emissions data as the baseline. With Project Green, the next step through which our Carbon Reduction Roadmap will be realized, we expect to spend approximately $214.0 million in capital expenditure towards these efforts between 2022 and 2024. The expected savings amount is based in large part on the assumptions we have made for reducing diesel consumption.

Savings will be achieved by connecting more sites to the electricity grid and via the deployment and integration of battery storage and solar panel solutions. In scope for the Carbon Reduction Roadmap are our operations in Cameroon, Côte d’Ivoire, Kuwait, Nigeria, Rwanda, and Zambia. However our plans in Cameroon, Côte d’Ivoire, Kuwait, Rwanda, and Zambia will only include connecting more sites to the grid.

The total capital expenditure incurred on Project Green from commencement until September 30, 2023, was $187.1 million, of which $8.3 million and $83.5 million related to the three month period and nine month period ended September 30, 2023, respectively. The expected capital expenditure for the full fiscal year 2023 is $90.0 million to $100.0 million.

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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 and our South African operations where they are connected to the grid and experience significant load shedding. 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 should 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.

Due to the current volatility in oil prices, the ICE Low Sulphur Gasoil price has decreased over the last twelve months from an average of $1,012/MT in the three month period ended September 30, 2022 to an average of $911/MT in the three month period ended September 30, 2023.

On May 31, 2023, the Nigeria Federal Inland Revenue Service issued a letter to diesel suppliers in Nigeria, informing them that they would be required to pay VAT at 7.5% on imported diesel at the point of entry into the country. However, on October 1, 2023, the Federal Government of Nigeria suspended VAT on imported diesel for a period of six months effective from October 1, 2023 through to March 31, 2024. Once the suspension has lifted, there may be a direct impact on the Group’s operating costs in Nigeria because the VAT on these inputs might not be able to be fully offset by a pass through to our customers.

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 monthly or for a one, five, or ten-year portion of the overall duration of the lease (although in our South Africa business, we typically pay our ground leases fees monthly in advance), with typically pre-agreed lease fee increases of between 3% and 40% or variable increases for each subsequent one, 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 nine months ended September 30, 2023, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 96.9% of our consolidated revenue, with MTN Nigeria and Airtel Nigeria accounting for 46.0% and 10.6%, respectively, of our consolidated revenue for the nine months ended September 30, 2023. 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 tensions between the “Anglophone” and “Francophone” regions of Cameroon.

On October 28, 2022, Moody's Investor Service (Moody’s) downgraded IHS Holding from B2 to B3 and placed the rating on review for downgrade. The rating action on IHS Holding was a direct consequence of the downgrade of the Government

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of Nigeria and the lowering of Nigeria's foreign currency country ceiling, both to B3. As a result, IHS Holding, which was previously constrained at the B2 ceiling, is now constrained at B3. The rating was placed on review for downgrade to reflect the outlook on the sovereign rating.

On January 27, 2023, Moody’s downgraded the Government of Nigeria’s long-term foreign currency and local currency issuer ratings as well as its foreign currency senior unsecured debt ratings to Caa1 from B3 and changed the outlook to stable. Despite that downgrade, on February 1, 2023, Moody's did not downgrade IHS Holding, but instead confirmed the rating at B3. On February 3, 2023, S&P affirmed Nigeria’s sovereign foreign and local currency credit rating at B-/B (B- for the long-term rating, B for the short-term rating) but moved the outlook to negative. On February 15, 2023, S&P raised the long-term rating on IHS Holding and its senior unsecured notes to B+ from B with the outlook set as negative, which is two notches above S&P's B- transfer and convertibility assessment for Nigeria. On August 4, 2023, S&P revised the outlook on the foreign currency rating on Nigeria to stable from negative. On August 10, 2023, S&P revised the outlook on IHS Holding to stable from negative and affirmed their B+ ratings on the company and its debt.

Following elections earlier in 2023, Bola Tinubu of the ruling All Progressive Congress was inaugurated in May 2023 as Nigeria’s President, and we cannot predict which policies, programs or initiatives the new President’s government may adopt or change or the effect that any such policies, programs or initiatives might have on our operations in Nigeria or financial results. In addition, any ongoing protracted dispute or official appeal process in relation to the election results, as well as the general reorganization of the government by the new President following his assumption of office may delay the implementation of any policies, programs and initiatives, which may have negative effects on the Nigerian economy and consequently our financial condition.

In mid-June 2023, the Central Bank of Nigeria implemented steps to unify the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single I&E window within which foreign exchange transactions would be determined by market forces. In October 2023, the CBN changed all references to I&E Window to NAFEM. As a result, the Naira devalued 59.4% between the period immediately prior to the announcement and the month end rate as at June 30, 2023, from ₦472.3 to $1.00 as of June 14, 2023 to ₦752.7 to $1.00 as of June 30, 2023. The Naira continued to devalue by a further 3% in the three month period ended September 30, 2023, to ₦775.6 to $1.00 as of September 30, 2023.

Macroeconomic Issues

Global deterioration in economic conditions could adversely and materially affect us and/or our customers through disruptions of, among other things, the ability to procure communications 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. Global deterioration in economic conditions 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 revenue for periods of time. Any resulting financial difficulties could result in uncollectible accounts receivable or reduced revenue, 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. 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.

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 geopolitical tensions, for example, in connection with the current conflict between Russia and Ukraine and the related economic sanctions. 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.

Through our international operations, we are also exposed to foreign exchange risk arising from currency exposures other than the US Dollar, such as the BRL, NGN, RWF, XAF, XOF, ZAR and ZMW currencies. Any fluctuations in these foreign currency exchange rates could result in a material adverse effect on the cash flow and future profits.

Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate, or SOFR, the Chicago Mercantile Exchange (CME) Term SOFR, the European interbank offered rate, or EURIBOR, the Nigerian Monetary Policy Rate, or MPR, the Kuwait Interbank Offered Rate, or KIBOR, the Johannesburg Interbank Average Rate, or JIBAR, or the Brazilian

53

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 the past, governments have taken, and may in the future take, unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to financial markets. 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.

To the extent that any macroeconomic issues 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 the “Risk Factors” section of our Annual Report.

Key Financial and Operational Performance Indicators

We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, the number of Towers in our portfolio and Colocation Rate are key measures to assess our financial and operational performance. These measures demonstrate our ability to grow and generate strong positive cash flows over time. Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS. The most directly comparable IFRS measure to Adjusted EBITDA is our profit/(loss) for the period. Adjusted EBITDA and Adjusted EBITDA Margin 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.

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The following is a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure, which is loss for the periods presented:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$'000	$'000	$'000	$'000
Loss	(265,351)	(36,648)	(1,505,859)	(200,103)
Adjustments:
Income tax expense/(benefit)	16,659	(57,304)	89,118	(23,945)
Finance costs(a)	261,993	234,223	1,804,222	574,081
Finance income(a)	(5,823)	(6,412)	(18,233)	(11,035)
Depreciation and amortization	104,931	117,474	340,381	340,173
Impairment of withholding tax receivables(b)	10,508	11,422	35,112	39,141
Business combination transaction costs	161	3,685	1,647	17,928
Net impairment of property, plant and equipment and prepaid land rent (c)	103,429	3,099	108,510	1,768
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Share-based payment expense(d)	2,654	4,127	9,571	9,752
Insurance claims(e)	(32)	(70)	(310)	(1,686)
Other costs(f)	3,211	966	8,059	1,274
Other income(g)	(1)	—	(59)	(2,521)
Adjusted EBITDA	231,953	274,428	871,207	758,477
Divided by total Revenue	467,023	521,317	1,615,755	1,435,132
Adjusted EBITDA Margin	49.7%	52.6%	53.9%	52.9%

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

(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.

(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 three months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $1.7 million and one-off consulting services of $0.7 million. Other costs for the nine months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $4.5 million, one-off consulting services of $1.7 million and one-off professional fees related to financing of $0.2 million. Other costs for the three and nine months ended September 30, 2022 included professional costs related to Sarbanes-Oxley (SOX) implementation costs of $1.0 million along with professional fees and system implementation costs.

(g) Other income for the nine months ended September 30, 2022 related to a tax indemnity receipt from a seller relating to a prior acquisition.

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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 and our fixed copper and fiber network infrastructure, which are shared by various MNOs and other communications service providers. A portion of Colocation arrangements for the rental of space on the towers, other assets on tower sites, on which the use of space is dependent, and the use of fixed copper and fiber network infrastructure dedicated to an individual customer is within the scope of IFRS 16 “Leases”. A portion of Colocation arrangements for the provision of services, energy charges and use of shared fixed copper and fiber network infrastructure 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 revenue is recognized as the service is delivered 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.

Cost of sales

Cost of sales consists of power generation (including diesel costs), which after depreciation, is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right of use assets, impairment of property, plant and equipment and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site related costs, such as security services, regulatory permits and license costs, insurance, including for customer and network related assets. 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.

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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.

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 3.0% (2022: 2.5%) 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, 2022, 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.

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Results of Operations

The table below shows our consolidated results of operations for the three and nine month periods ended September 30, 2023 and 2022.

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Revenue	467,023	521,317	1,615,755	1,435,132
Cost of sales	(365,032)	(297,598)	(949,774)	(818,797)
Administrative expenses	(93,835)	(91,527)	(291,877)	(284,941)
(Net loss allowance)/net reversal of loss allowance on trade receivables	(711)	1,597	(5,225)	3,397
Other income	33	70	369	4,207
Operating profit	7,478	133,859	369,248	338,998
Finance income	5,823	6,412	18,233	11,035
Finance costs	(261,993)	(234,223)	(1,804,222)	(574,081)
Loss before income tax	(248,692)	(93,952)	(1,416,741)	(224,048)
Income tax expense/(benefit)	(16,659)	57,304	(89,118)	23,945
Loss for the period	(265,351)	(36,648)	(1,505,859)	(200,103)

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

Impact of Nigerian Naira devaluation in mid-June 2023

In mid-June 2023, the CBN implemented steps to unify the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single I&E window within which foreign exchange transactions would be determined by market forces. The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the I&E window rate, for Group reporting purposes. In October 2023, the CBN changed all references to I&E Window to NAFEM.

The NGN fell 59.4% between the period immediately prior to the announcement and the month end rate as at June 30, 2023 and continues to experience volatility, having devalued further by 3.0% as at September 30, 2023. Due to the NGN devaluation, Revenue and Segment Adjusted EBITDA were negatively impacted by $180.5 million and $105.1 million, respectively, in the three month period ended September 30, 2023.

Due to the timing of the devaluation, the average USD/NGN rate used to consolidate the Group results was NGN 767.7 for the three month period ended September 30, 2023 and NGN 579.0 for the nine months ended September 30, 2023, as opposed to the closing rate of NGN 775.6.

The continued devaluation of the NGN in the three month period ended September 30, 2023 also resulted in an impact on finance costs, specifically related to unrealized foreign exchange losses of $76.8 million in our Nigeria segment. This is due to the USD denominated historic shareholder loans from Group entities to Nigeria and the USD denominated third party debt (such as the 2026, 2027 and 2028 Notes). As the functional currency of the Nigeria businesses is NGN, these USD balances have been revalued in NGN resulting in an increase in unrealized loss on foreign exchange.

Revenue

Our revenue was $467.0 million for the three month period ended September 30, 2023 compared to $521.3 million for the three month period ended September 30, 2022, a decrease of $54.3 million, or 10.4%. Organic growth was $159.7 million, or 30.6%, driven primarily by foreign exchange resets, escalations, and Lease Amendments. Revenue for the three month period ended September 30, 2022 included a one-off amount of $18.0 million. Aggregate inorganic revenue growth was $0.5 million, or 0.1%, for the three month period ended September 30, 2023, driven by the fifth and sixth stages of the Kuwait Acquisition. The increase was offset by the non-core impact of negative movements in foreign exchange rates of $214.5 million, or 41.2% primarily driven by the NGN foreign exchange devaluation in June 2023.

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Our revenue was $1,615.8 million for the nine month period ended September 30, 2023 compared to $1,435.1 million for the nine month period ended September 30, 2022, an increase of $180.6 million, or 12.6%. Organic growth was driven primarily by foreign exchange resets, escalations, Lease Amendments and power indexation as well as an increase in new Colocation, New Sites and fiber. Revenue for the nine month period ended September 30, 2023 includes $48.1 million of one-off revenue as adjusted for withholding tax from our smallest Key Customer in Nigeria for services previously provided but for which revenue had not been recognized. Revenue for the nine month period ended September 30, 2022 included a one-off amount of $18.0 million. Aggregate inorganic revenue growth was $56.1 million, or 3.9%, for the nine month period ended September 30, 2023, driven by the MTN SA Acquisition, the GTS SP5 Acquisition and the fifth and sixth stage of the Kuwait Acquisition. The increase was partially offset by the non-core impact of negative movements in foreign exchange rates of $343.8 million, or 24.0% primarily driven by the NGN foreign exchange devaluation in June 2023.

Refer to the revenue component of the segment results section of this discussion and analysis for further details.

The net increase in Towers is 342 year-on-year, resulting in total Towers of 39,739 at September 30, 2023, and primarily resulted from the addition of 43 Towers and 101 Towers from the fifth and sixth closing of the Kuwait Acquisition, respectively and 243 New Sites in our SSA segment. We added 1,303 net new Tenants year-on-year, resulting in total Tenants of 59,196 and a Colocation Rate of 1.49x at September 30, 2023. Of the Tenant additions year-on-year, 43 Tenants and 109 Tenants were added from the fifth and sixth closing of the Kuwait Acquisition, respectively. Year-on-year, we added 5,085 Lease Amendments, resulting in total Lease Amendments of 35,254 at September 30, 2023.

Our net increase in Towers and Tenants for the nine month period to September 30, 2023, includes the impact of a rationalization program with our smallest Key Customer in Nigeria, which resulted in the net rationalization of 750 Towers and a total of 722 tenants.

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Cost of Sales

Our cost of sales were $365.0 million and $949.8 million for the three and nine month periods ended September 30, 2023 respectively, compared to $297.6 million and $818.8 million for the three and nine month periods ended September 30, 2022 respectively.

The table below shows our cost of sales for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Tower repairs and maintenance	20,364	25,134	77,762	68,391
Power generation	89,883	113,604	303,815	305,858
Short term rental	2,605	3,401	8,195	13,616
Vehicle maintenance and repairs	495	439	1,556	1,473
Site regulatory permits	9,365	8,593	30,562	26,634
Security services	9,650	12,375	33,756	31,713
Insurance	1,081	1,353	3,635	3,750
Staff costs	7,240	8,454	25,385	23,664
Travel costs	1,753	2,195	7,967	3,436
Professional fees	905	943	2,106	2,846
Depreciation	89,850	102,929	293,784	298,901
Amortization	10,908	11,381	33,871	30,317
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099	108,510	1,768
Other	17,504	3,698	18,870	6,430
	365,032	297,598	949,774	818,797

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

The increase in cost of sales of $67.4 million, or 22.7%, in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2022, is primarily due to increases in net impairment of property, plant and equipment and prepaid land rent costs, security services and other costs. The increase in other costs was primarily driven by unrealized foreign exchange losses in Nigeria. The increase in cost of sales was partially offset by decreased costs related to tower repairs and maintenance, power generation costs and aggregate depreciation and amortization costs.

Net impairment of property, plant and equipment and prepaid land rent costs increased by $100.3 million in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2023, primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less costs to sell.

Tower repairs and maintenance costs decreased in the three month period ended September 30, 2023, compared to the three month period ended September 30, 2022, by $4.8 million, primarily driven by our Nigeria segment.

Power generation costs decreased by $23.7 million, of which $35.4 million of the decrease related to diesel costs partially offset by an increase in electricity costs of $11.6 million, in the three month period ended September 30, 2023, compared to the three month period ended September 30, 2022, primarily due to a year-on-year cost decrease in our Nigeria segment driven by a year-on-year decrease in the diesel price per liter in U.S. Dollars of 38.3% and an overall consumption decrease of 5.3% partially offset by the increase in electricity cost as a result of Project Green.

Aggregate depreciation and amortization decreased by $13.6 million in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2023 primarily driven from a decrease in Nigeria’s segment asset base.

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Remaining cost of sales line items increased in aggregate by $9.1 million in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2022, primarily due to an increase in other costs, primarily driven by unrealized foreign exchange losses in Nigeria, partially offset by a decrease in security costs, travel costs and staff costs.

The increase in cost of sales of $131.0 million, or 16.0% in the nine month period ended September 30, 2023 compared to the nine month period ended September 30, 2022, is primarily due to increased costs related to tower repairs and maintenance and net impairment of property, plant and equipment and prepaid land rent costs partially offset by power generation costs, short term rental costs and aggregate depreciation and amortization costs.

Tower repairs and maintenance costs increased in the nine month period ended September 30, 2023, compared to the nine month period ended September 30, 2022, by $9.4 million, primarily due to an increase in tower count mainly driven by our SSA segment.

Impairment of property, plant and equipment and prepaid land rent increased in the nine month period ended September 30, 2023, compared to the nine month period ended September 30, 2022, by $106.7 million, primarily driven by a group of power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less costs to sell, as well as an increase in impairment cost in our Nigeria segment.

Power generation costs decreased by $2.0 million, of which $24.7 million of the movement related to decrease in diesel costs offset by $22.6 million increase of electricity cost, in the nine month period ended September 30, 2023 compared to the nine month period ended September 30, 2022. The overall decrease is primarily due to a year-on-year cost decrease of diesel in our Nigeria segment driven by a year-on-year decrease in the diesel price per liter in U.S. Dollars of 8.3% and a decrease in overall consumption of 6.1%.

Short term rental costs decreased by $5.4 million for the nine month period ended September 30, 2023, compared to the nine month period ended September 30, 2022. This is primarily driven by our Latam segment.

Aggregate depreciation and amortization decreased by $1.6 million for the nine month period ended September 30, 2023, compared to the nine month period ended September 30, 2022. This is primarily due to a year-on-year decrease in Nigeria’s segment asset base year on year due to the rationalization programme partially offset by increase in our SSA segment due to the MTN SA Acquisition.

Remaining cost of sales line items increased in aggregate by $23.9 million in the nine month period ended September 30, 2023 compared to the nine month period ended September 30, 2022, primarily due to an increase in other costs which were primarily driven by unrealized foreign exchange losses in Nigeria, regulatory permits and staff costs partially offset by insurance costs.

Gross margins

The gross margin declined by 21.1 percentage points, to 21.8% for the three month period ended September 30, 2023 compared to 42.9% for the three month period ended September 30, 2022, resulting from a decrease in revenue of 10.4%, alongside an increase in cost of sales of 22.7%. The decline in gross margin was primarily due to increased cost of sales driven by increased unrealized foreign exchange losses in Nigeria. The decrease in revenue was primarily driven by an increase in the relevant foreign exchange rates during the three month period ended September 30, 2023.

The gross margin declined by 1.7 percentage points, to 41.2% for the nine month period ended September 30, 2023 compared to 42.9% for the nine month period ended September 30, 2022, resulting from an increase in cost of sales of 16.0% partially offset by an increase in revenue of 12.6%. The decline in gross margin was primarily due to increased impairment costs, partially offset by increased organic growth in revenue driven by escalations, foreign exchange resets, power indexation and Lease Amendments. The recognition of $48.1 million of one-off revenue as adjusted for withholding tax from our smallest Key Customer in Nigeria, discussed above, also contributed to the increase in revenue for the nine month period ended September 30, 2023.

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Administrative Expenses

Our administrative expenses were $93.8 million and $291.9 million for the three month and nine period ended September 30, 2023 respectively, compared to $91.5 million and $284.9 million for the three month and nine month period ended September 30, 2022 respectively.

The table below shows our administrative expenses for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Facilities, short term rental and upkeep	8,822	8,953	30,010	25,844
Depreciation	2,744	2,266	8,501	6,657
Amortization	1,429	898	4,225	4,298
Travel costs	3,640	4,225	10,318	10,884
Staff costs	38,210	34,323	114,765	96,172
Key management compensation	4,674	5,491	12,914	13,814
Share‑based payment expense	2,654	4,127	9,571	9,752
Professional fees	14,231	9,628	43,634	28,240
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Operating taxes	266	228	382	569
Other	6,882	6,415	21,750	17,992
	93,835	91,527	291,877	284,941

Administrative expenses for the three month period ended September 30, 2023 increased by $2.3 million, or 2.5%, which was primarily due to increases in professional fees and staff costs (including key management compensation), partially offset by decreases in business combination costs and share-based payment expense.

Professional fees increased by $4.6 million to $14.2 million in the three month period ended September 30, 2023, from $9.6 million in the three month period ended September 30, 2022, primarily due to an increase in professional advisor fees.

Staff costs (including key management compensation) increased by $3.1 million to $42.9 million in the three month period ended September 30, 2023, from $39.8 million in the three month period ended September 30, 2022, primarily due to increased headcount in our SSA and Latam segments, as well as an increase in staff costs in our Group entities.

Business combination transaction costs decreased by $3.5 million to $0.2 million in the three month period ended September 30, 2023, from $3.7 million in the three month period ended September 30, 2022, primarily due to fewer acquisition transaction costs in the three month period ended September 30, 2023, compared to the comparative three month period.

Share-based payment expense decreased by $1.5 million to $2.7 million in the three month period ended September 30, 2023, from $4.1 million in the three month period ended September 30, 2022, due to changes to valuation input assumptions in the quarter compared to the comparative quarter, as well as timing of awards.

Administrative expenses for the nine month period ended September 30, 2023 increased by $6.9 million, or 2.4%, which was primarily due to increases in staff costs (including key management compensation), professional fees and rent and facilities costs, partially offset by decreases in business combination costs and impairment of withholding tax receivables, as well as an increase in net gain on disposal of property, plant and equipment.

Staff costs (including key management compensation) increased by $17.7 million to $127.7 million in the nine month period ended September 30, 2023, from $110.0 million in the nine month period ended September 30, 2022, primarily due to

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increased headcount in our SSA and Latam segments due to the impact of acquired operations in 2022, as well as an increase in staff costs in our Group entities.

Professional fees increased by $15.4 million to $43.6 million in the nine month period ended September 30, 2023, from $28.2 million in the nine month period ended September 30, 2022, primarily due to an increase in consulting and audit costs.

Rent and facilities costs increased by $4.2 million to $30.0 million in the nine month period ended September 30, 2023, from $25.8 million in the nine month ended September 30, 2022, primarily driven by an increase in repairs and maintenance in our Nigeria segment.

Business combination transaction costs decreased by $16.3 million to $1.6 million in the nine month period ended September 30, 2023, from $17.9 million in the nine month period ended September 30, 2022, primarily due to fewer acquisition transaction costs in the nine month period ended September 30, 2023, compared to the comparative nine month period.

Net gain on disposal of property, plant and equipment has increased by $14.6 million to net gain of $1.0 million in the nine month period ended September 30, 2023, from a net loss of $13.7 million in the nine month ended September 30, 2022, which primarily resulted from a year on year decrease of $14.1 million in our Nigeria segment after completing an assessment of assets verification during the nine month period ended September 30, 2022 resulting in a disposal of assets.

Impairment of withholding tax receivables decreased by $4.0 million to $35.2 million in the nine month period ended September 30, 2023, from $39.1 million in the nine month period ended September 30, 2022, which primarily related to our Nigeria segment.

Other administrative expense items increased by $3.8 million to $21.8 million in the nine month period ended September 30, 2023, from $18.0 million in the nine month period ended September 30, 2022.

Loss Allowance on Trade Receivables

We had a loss allowance on trade receivables of $0.7 million for the three month period ended September 30, 2023, compared to a net reversal of loss allowance on trade receivables of $1.6 million for the three month period ended September 30, 2022, a year-on-year negative movement of $2.3 million.

We had a loss allowance on trade receivables of $5.2 million for the nine month period ended September 30, 2023, compared to a net reversal of loss allowance on trade receivables of $3.4 million for the nine month period ended September 30, 2022, a year-on-year negative movement of $8.6 million.

Other Income

Other income decreased by $0.04 million to $0.03 million for the three month period ended September 30, 2023, compared to $0.07 million for the three month period ended September 30, 2022.

Other income decreased by $3.8 million to $0.4 million for the nine month period ended September 30, 2023, compared to $4.2 million for the nine month period ended September 30, 2022. The nine month period ended September 30, 2022 includes a one-off amount of $2.5 million in relation to a tax indemnity receipt from a seller relating to a prior acquisition.

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Net Finance Income/Costs

Our net finance costs were $256.2 million and $1,786.0 million for the three month and nine month period ended September 30, 2023, respectively, compared to $227.8 million and $563.0 million for the three month and nine month period ended September 30, 2022, respectively.

The table below shows our net finance costs for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Interest income—bank deposits	5,761	3,364	17,338	10,380
Net foreign exchange gain on derivative instruments—unrealized	—	1,263	—	—
Net foreign exchange gain on derivative instruments—realized	—	1,785	420	655
Fair value gain on embedded options	62	—	475	—
	5,823	6,412	18,233	11,035
Interest expenses—third party loans	95,500	70,149	270,491	180,463
Interest expense - withholding tax paid on bond interest	4,233	4,233	10,974	8,597
Unwinding of discount on decommissioning liability	2,360	2,556	6,941	5,223
Interest and finance charges paid/payable for lease liabilities	16,121	14,013	47,323	36,813
Net foreign exchange loss arising from financing—unrealized	118,485	81,964	1,268,855	43,302
Net foreign exchange loss arising from financing—realized	10,325	56,966	117,377	120,655
Net foreign exchange loss on derivative instruments—unrealized	3,247	—	65,356	2,111
Fair value loss on embedded options	5,260	620	4,510	162,950
Fees on loans and financial derivatives	6,462	3,722	12,395	13,967
	261,993	234,223	1,804,222	574,081
Net finance costs	256,170	227,811	1,785,989	563,046

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

Net finance costs increased by $28.4 million, or 12.4%, in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2022, primarily due to an increase of $25.4 million in interest expense on third party loans, an increase of $6.3 million in net foreign exchange loss on derivative instruments (realized and unrealized) and an increase of $4.6 million in fair value losses on embedded options within the IHS Holding Limited Notes and 2027 Notes. The increase in net finance costs was partially offset by a decrease of $10.1 million in net foreign exchange loss arising from financing.

The year-on-year increase of $25.4 million in interest expense on third party loans resulted primarily from the effect of interest incurred on the Nigeria 2023 Term Loan and the IHS Holding 2022 Term Loan.

The year-on-year increase of $6.3 million in net foreign exchange loss on derivative instruments resulted from changes between the NGN against the U.S. dollar which impacted foreign exchange swaps in our Nigeria segment.

The year-on-year increase of $4.6 million in fair value loss on embedded options within the IHS Holding Limited Notes and 2027 Notes was due primarily to a decrease in the market value of the call options in the three month period ended September 30, 2023 compared to the three month period ended September 30, 2022.

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Foreign exchange movements arise on commercial bank loans, intercompany loans and letters of credit denominated in U.S. dollars at the subsidiary level as a result of loan revaluations in local functional currency at period ends. The net foreign exchange loss arising from financing was $128.8 million for the three month period ended September 30, 2023, compared to a net foreign exchange loss arising from financing of $138.9 million in the three month period ended September 30, 2022, which resulted in a year-on-year decrease in net foreign exchange loss arising from financing of $10.1 million. The net foreign exchange loss arising from financing of $138.9 million in the three month period ended September 30, 2022, was primarily due to changes in exchange rates, predominantly between the BRL, NGN, XAF, XOF and ZAR currencies which depreciated against the U.S. dollar. In the three month period ended September 30, 2023, the net foreign exchange loss arising from financing of $128.8 million was primarily due to changes in exchange rates, predominantly between the BRL, RWF and ZMW currencies which depreciated against the U.S. dollar. The NGN, XAF, XOF and ZAR currencies also depreciated against the U.S. dollar in the three month period ended September 30, 2023, however the depreciation was not as significant compared to the comparative three month period.

Net finance costs increased by $1,222.9 million, or 217.2%, in the nine month period ended September 30, 2023, compared to the nine month period ended September 30, 2022, primarily due to an increase of $1,222.3 million in net foreign exchange loss arising from financing which resulted primarily from the significant devaluation of the NGN in relation to USD denominated intercompany debt in Nigeria in the nine month period ended September 30, 2023. The increase in net finance costs was also due to an increase in interest expense on third party loans of $92.4 million and an increase of $63.5 million in net foreign exchange losses on derivative instruments (realized and unrealized). The increase in net finance costs was partially offset by the favorable movement year-on-year from the significant decrease in fair value loss on embedded options within the IHS Holding Limited Notes and 2027 Notes of $158.9 million.

The net foreign exchange loss arising from financing and the net foreign exchange loss on derivative instruments was $1,386.2 million and $64.9 million, respectively, for the nine month period ended September 30, 2023, compared to a net foreign exchange loss arising from financing and a net foreign exchange loss on derivative instruments of $164.0 million and $1.5 million, respectively, in the nine month period ended September 30, 2022, which resulted in a year-on-year increase in net foreign exchange loss arising from financing and an increase in net foreign exchange loss on derivative instruments of $1,222.3 million and $63.5 million, respectively. These net foreign exchange losses in the nine month period ended September 30, 2022, were primarily due to changes in exchange rates, predominantly between the NGN, RWF, XAF, XOF and ZAR currencies which depreciated against the U.S. dollar. The net foreign exchange loss arising from financing and the net foreign exchange loss on derivative instruments in the nine month period ended September 30, 2023, were primarily due to the significant devaluation of the NGN which depreciated against the U.S. dollar from NGN 461.5 to $1.0 to NGN 775.6 to $1.0 for the nine month period ended September 30, 2023, due to the unification of the Nigerian foreign exchange market by replacing the old regime of multiple exchange rate segments into a single Investors’ and I&E Window within which foreign exchange transactions would be determined by market forces. The I&E window was subsequently renamed the NAFEM in October 2023. Depreciation of the RWF, XAF, XOF, ZAR and ZMW against the U.S. dollar also contributed to the net foreign exchange loss arising from financing during the nine month period ended September 30, 2023.

The year-on-year increase of $92.4 million in interest expense on third party loans resulted primarily from the effect of interest incurred on the Nigeria 2023 Term Loan, the IHS Holding 2022 Term Loan, the IHS SA STL Facility and the I-Systems Facility, as well as from the additional drawdown of the IHS SA Facility.

The year-on-year decrease of $158.9 million in fair value loss on embedded options within the IHS Holding Notes and 2027 Notes was due primarily to a significant decrease in the market value of the call options in the nine month period ended September 30, 2022 compared to the nine month period ended September 30, 2023, which resulted in a significant fair value loss for the comparative period.

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Income Tax Expense/(Benefit)

Our current income tax expense was $28.6 million and $91.5 million for the three month and nine month periods ended September 30, 2023, respectively, compared to a current income tax expense of $31.9 million and $83.9 million for the three month and nine month periods ended September 30, 2022, respectively.

We had a deferred income tax benefit of $11.9 million and $2.4 million for the three month and nine month periods ended September 30, 2023, respectively, compared to a deferred income tax benefit of $89.2 million and $107.9 million for the three month and nine month periods ended September 30, 2022 respectively.

The table below shows our income tax expense for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Current taxes on income	28,567	31,897	91,484	83,905
Deferred income taxes	(11,908)	(89,201)	(2,366)	(107,850)
Total taxes	16,659	(57,304)	89,118	(23,945)

​
*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

The year-on-year decrease in current income tax expense for the three month period ended September 30, 2023 of $3.3 million, resulted in a current tax expense of $28.6 million for the three month period ended September 30, 2023, compared to a current tax expense of $31.9 million for the three month period ended September 30, 2022. The decrease was primarily due to a decrease of $5.7 million in our Nigeria segment, partially offset by an increase of $3.5 million in our Latam segment.

The year-on-year decrease of $77.3 million in deferred tax benefit, resulted in a deferred tax benefit of $11.9 million for the three month period ended September 30, 2023, compared to a deferred tax benefit of $89.2 million for the three month period ended September 30, 2022. The decrease was primarily due to decreases in deferred tax benefits in our Latam segment of $77.1 million.

The year-on-year increase in current income tax expense for the nine month period ended September 30, 2023 of $7.6 million, resulted in a current tax expense of $91.5 million for the three month period ended September 30, 2023, compared to a current tax expense of $83.9 million for the three month period ended September 30, 2022. The increase was primarily due to an increase of $9.1 million in our Nigeria segment, partially offset by a decrease of $1.9 million in our SSA segment.

The year-on-year decrease of $105.5 million in deferred tax benefit, resulted in a deferred tax benefit of $2.4 million for the nine month period ended September 30, 2023, compared to a deferred tax benefit of $107.9 million for the nine month period ended September 30, 2022. The decrease was primarily due to decreases in deferred tax benefits in our Latam segment and Nigeria segment of $92.5 million and $14.1 million, respectively.

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Loss for the period

Loss for the period was $265.4 million for the three month period ended September 30, 2023 compared to a loss of $36.6 million for the three month period ended September 30, 2022. The increase in loss for the period reflects the decrease in revenue explained above and an increase in net finance costs, specifically related to the unrealized foreign exchange losses on financing the Group’s operations. This is coupled with an increase in cost of sales due to unrealized foreign exchange losses and an increase in net impairment of property, plant and equipment and prepaid land rent costs primarily driven by power equipment assets in our SSA segment being classified as assets held for sale and remeasured at fair value less costs to sell, alongside an increase in administrative expenses associated with staff costs and professional fees.

Loss for the period was $1,505.9 million for the nine month period ended September 30, 2023 compared to a loss of $200.1 million for the nine month period ended September 30, 2022. The increase in loss for the period reflects the significant impact of an increase in net finance costs, specifically related to unrealized foreign exchange losses on financing, primarily driven by the increase of $1,225.6 million on financing the Group’s operations. This is driven by the significant devaluation of the NGN as a result of the USD denominated historic shareholder loans from Group entities to Nigeria and the USD denominated third party debt (such as the 2026, 2027 and 2028 Notes). As the functional currency of the Nigeria businesses is NGN, these USD balances have been revalued in NGN resulting in the significant unrealized loss on foreign exchange.

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Segment Results

Revenue

Revenue for each of our reportable segments was as follows for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended
	September 30,	September 30,
	2023	2022	Change	Change
	$'000	$'000	$'000	%
Nigeria	271,394	355,351	(83,957)	(23.6)	%
SSA	133,481	114,801	18,680	16.3	%
Latam	51,883	42,104	9,779	23.2	%
MENA	10,265	9,061	1,204	13.3	%
Total revenue	467,023	521,317	(54,294)	(10.4)	%

	Nine months ended
	September 30,	September 30,
	2023	2022	Change	Change
	$'000	$'000	$'000	%
Nigeria	1,060,964	997,132	63,832	6.4	%
SSA	379,034	295,331	83,703	28.3	%
Latam	145,876	116,117	29,759	25.6	%
MENA	29,881	26,552	3,329	12.5	%
Total revenue	1,615,755	1,435,132	180,623	12.6	%

Nigeria

Revenue for our Nigeria segment decreased by $84.0 million, or 23.6%, to $271.4 million for the three month period ended September 30, 2023, compared to $355.4 million for the three month period ended September 30, 2022. The decrease in revenue was driven primarily by the non-core impact of negative movements in the Naira to U.S. dollar foreign exchange rate of $213.0 million, or 59.9%. The revenue decrease was partially offset by an increase in organic revenue by $129.1 million, or 36.3%, driven primarily by an increase in foreign exchange resets, escalations and Lease Amendments. Revenue for the three month period ended September 30, 2022 included one-off organic revenue of $18.0 million. Year-on-year, within our Nigeria segment, Tenants increased by 66, including 367 from New Sites and 622 from Colocation, partially offset by 923 Churned (which includes, from the first quarter of 2023, 727 towers occupied by our smallest Key Customer on which we were not recognizing revenue), while Lease Amendments increased by 4,170.

Revenue for our Nigeria segment increased by $63.8 million, or 6.4%, to $1,061.0 million for the nine month period ended September 30, 2023, compared to $997.1 million for the nine month period ended September 30, 2022. Revenue increased organically by $396.5 million, or 39.8%, driven primarily by an increase in foreign exchange resets, escalations, Lease Amendments and power indexation. Revenue for the nine month period ended September 30, 2023 included $48.1 million in one-off revenue as adjusted for withholding tax from our smallest Key Customer for services previously provided but for which revenue had not been recognized. Revenue for the nine month period ended September 30, 2022 included one-off organic revenue of $18.0 million. The increase in revenue was partially offset by the non-core impact of negative movements in the Naira to U.S. dollar foreign exchange rate of $332.6 million, or 33.4%. Year-on-year, within our Nigeria segment, Tenants increased by 66, including 367 from New Sites and 622 from Colocation, partially offset by 923 Churned (which includes, from the first quarter of 2023, 727 towers occupied by our smallest Key Customer on which we were not recognizing revenue), while Lease Amendments increased by 4,170.

SSA

Revenue for our SSA segment increased by $18.7 million, or 16.3%, to $133.5 million for the three month period ended September 30, 2023, compared to $114.8 million for the three month period ended September 30, 2022. Revenue increased organically by $23.7 million, or 20.7%, driven primarily by escalations, New Sites and Colocation and foreign exchange

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resets. The increase in revenue was partially offset by the non-core impact of negative movements in foreign exchange rates of $5.1 million, or 4.4%. Year-on-year, within our SSA segment, Tenants increased by 571, including 243 from New Sites and 342 from Colocation, partially offset by 14 Churned, while Lease Amendments increased by 837.

Revenue for our SSA segment increased by $83.7 million, or 28.3%, to $379.0 million for the nine month period ended September 30, 2023, compared to $295.3 million for the nine month period ended September 30, 2022. Revenue increased organically by $51.6 million, or 17.5%, driven primarily by escalations and New Sites and new Colocation. Revenue for our SSA segment also grew inorganically in the period by $46.6 million, or 15.8%, due to the impact of the MTN SA Acquisition. The increase in revenue was partially offset by the non-core impact of negative movements in foreign exchange rates of $14.5 million, or 4.9%. Year-on-year, within our SSA segment, Tenants increased by 571, including 243 from New Sites and 342 from Colocation, partially offset by 14 Churned, while Lease Amendments increased by 837.

Latam

Revenue for our Latam segment increased by $9.8 million, or 23.2%, to $51.9 million for the three month period ended September 30, 2023, compared to $42.1 million for the three month period ended September 30, 2022. Revenue increased organically by $6.2 million, or 14.8%, driven primarily by an increase in growth from fiber and escalations. The increase in revenue was also driven by non-core impact of positive movements in foreign exchange rates of $3.5 million, or 8.4%. Year-on-year, within our Latam segment, Tenants increased by 504, including 579 from New Sites and 190 from Colocation, partially offset by 269 Churned, while Lease Amendments increased by 78.

Revenue for our Latam segment increased by $29.8 million, or 25.6%, to $145.9 million for the nine month period ended September 30, 2023, compared to $116.2 million for the nine month period ended September 30, 2022. Revenue increased organically by $17.9 million, or 15.4%, driven primarily by an increase in growth from fiber and escalations. Revenue for our Latam segment also grew inorganically in the period by $8.5 million, or 7.3%, due to the impact of the GTS SP5 Acquisition and by non-core impact of positive movements in foreign exchange rates of $3.4 million, or 2.9%. Year-on-year, within our Latam segment, Tenants increased by 504, including 579 from New Sites and 190 from Colocation, partially offset by 269 Churned, while Lease Amendments increased by 78.

MENA

Revenue for our MENA segment increased by $1.2 million, or 13.3%, to $10.3 million for the three month period ended September 30, 2023, compared to $9.1 million for the three month period ended September 30, 2022. Revenue increased organically by $0.7 million, or 7.4% driven primarily by New Sites and escalations, and grew inorganically in the period by $0.5 million, or 5.6% driven primarily by the fifth and sixth stage of the Kuwait Acquisition. Year-on-year, within our MENA segment, Tenants increased by 162, including 58 from New Sites, and 109 from the closing of the sixth stage of the Kuwait Acquisition.

Revenue for our MENA segment increased by $3.3 million, or 12.5%, to $29.9 million for the nine month period ended September 30, 2023, compared to $26.6 million for the nine month period ended September 30, 2022. Revenue increased organically by $2.4 million, or 9.0% driven primarily by New Sites and escalations, and grew inorganically in the period by $1.0 million, or 3.9%. Year-on-year, within our MENA segment, Tenants increased by 162, including 58 from New Sites, and 109 from the closing of the sixth stage of the Kuwait Acquisition.

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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 three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended
	September 30,	September 30,
	2023	2022*	Change	Change
	$'000	$'000	$'000	%
Nigeria	158,003	210,039	(52,036)	(24.8)	%
SSA	66,285	63,521	2,764	4.4	%
Latam	38,163	29,993	8,170	27.2	%
MENA	5,155	3,828	1,327	34.7	%
Other	(35,653)	(32,953)	(2,700)	(8.2)	%
Total Segment Adjusted EBITDA	231,953	274,428	(42,475)	(15.5)	%

	Nine months ended
	September 30,	September 30,
	2023	2022*	Change	Change
	$'000	$'000	$'000	%
Nigeria	668,330	596,756	71,574	12.0	%
SSA	194,701	163,511	31,190	19.1	%
Latam	104,665	83,010	21,655	26.1	%
MENA	14,205	11,616	2,589	22.3	%
Other	(110,694)	(96,416)	(14,278)	(14.8)	%
Total Segment Adjusted EBITDA	871,207	758,477	112,730	14.9	%

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

Nigeria

Segment Adjusted EBITDA for our Nigeria segment was $158.0 million for the three month period ended September 30, 2023, compared to $210.0 million for the three month period ended September 30, 2022, a decrease of $52.0 million, or 24.8%. The decrease in Segment Adjusted EBITDA primarily reflects the decrease in revenue driven by negative movements in foreign exchange discussed above coupled with unrealized foreign exchange losses of $15.8 million within other cost of sales. This is partially offset by an overall decrease in cost of sales of $32.1 million, primarily resulting from lower overall consumption and diesel pricing of $38.2 million alongside a decrease in maintenance cost and security cost of $5.1 million and $2.8 million, respectively.

Segment Adjusted EBITDA for our Nigeria segment was $668.3 million for the nine month period ended September 30, 2023 compared to $596.8 million for the nine month period ended September 30, 2022, an increase of $71.6 million, or 12.0%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above and decrease in cost of sales of $19.2 million resulting from lower power generation costs due to Project Green of $30.1 million. This is partially offset by an increase in other costs of $14.1 million and an increase in administrative expenses of $11.4 million, of which $7.7 million is due to an increase in computer maintenance and software and $6.0 million due to an increase in allowance of bad debt provision.

SSA

Segment Adjusted EBITDA for our SSA segment was $66.3 million for the three month period ended September 30, 2023 compared to $63.5 million for the three month period ended September 30, 2022, an increase of $2.8 million, or 4.4%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above, partially offset by an increase in cost of sales and administrative expenses. Cost of sales increases resulted from higher power generation and

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maintenance costs of $12.9 million and $0.6 million, respectively, due to the increase in asset base while administrative expenses increased by $1.5 million, primarily from $0.4 million are staff costs and $0.5 million are professional fees.

Segment Adjusted EBITDA for our SSA segment was $194.7 million for the nine month period ended September 30, 2023 compared to $163.5 million for the nine month period ended September 30, 2022, an increase of $31.2 million, or 19.1%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above, partially offset by an increase in cost of sales resulting from higher power generation cost, maintenance and security costs of $26.1 million, $10.0 million and $6.5 million, respectively, due to the increase in asset base and an increase in administrative expenses of $4.6 million, of which $3.0 million are staff costs and $1.0 million are professional fees.

Latam

Segment Adjusted EBITDA for our Latam segment was $38.2 million for the three month period ended September 30, 2023 compared to $30.0 million for the three month period ended September 30, 2022, an increase of $8.2 million, or 27.2%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above and decrease in cost of sales of $1.5 million, of which $1.6 million is other costs. The increase in revenue and decrease in cost of sales is partially offset by an increase in administrative expenses of $3.1 million, of which $2.1 million is staff costs and $0.6 million is professional fees.

Segment Adjusted EBITDA for our Latam segment was $104.7 million for the nine month period ended September 30, 2023 compared to $83.0 million for the nine month period ended September 30, 2022, an increase of $21.7 million, or 26.1%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above and decrease in cost of sales of $3.1 million from lower rent costs of $5.4 million partially offset by an increase in power generation costs of $2.0 million. The decrease is partially offset by an increase in administrative expenses of $11.2 million, of which $6.3 million are staff costs and $2.7 million is an increase of allowance of bad debt provision.

MENA

Segment Adjusted EBITDA for our MENA segment was $5.2 million for the three month period ended September 30, 2023 compared to $3.8 million for the three month period ended September 30, 2022, an increase of $1.3 million, or 34.7%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above and decrease in cost of sales of $0.1 million.

Segment Adjusted EBITDA for our MENA segment was $14.2 million for the nine month period ended September 30, 2023 compared to $11.6 million for the nine month period ended September 30, 2022, an increase of $2.6 million, or 22.3%. The increase in Segment Adjusted EBITDA primarily reflects the increase in revenue discussed above, partially offset by an increase in cost of sales of $0.2 million and an increase in administrative expenses of $0.5 million, of which $0.3 million is increased staff costs.

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Capital Expenditure

Capital expenditure for each of our reportable segments was as follows for the three month and nine month periods ended September 30, 2023 and 2022:

	Three months ended
	September 30,	September 30,
	2023	2022	Change	Change
	$'000	$'000	$'000	%
Nigeria	35,302	107,192	(71,890)	(67.1)	%
SSA	11,318	33,013	(21,695)	(65.7)	%
Latam	56,999	31,981	25,018	78.2	%
MENA	1,244	1,717	(473)	(27.5)	%
Other	542	212	330	155.7	%
Total capital expenditure	105,405	174,115	(68,710)	(39.5)	%

	Nine months ended
	September 30,	September 30,
	2023	2022	Change	Change
	$'000	$'000	$'000	%
Nigeria	259,077	270,726	(11,649)	(4.3)	%
SSA	62,421	76,369	(13,948)	(18.3)	%
Latam	136,994	83,783	53,211	63.5	%
MENA	4,579	6,160	(1,581)	(25.7)	%
Other	1,907	850	1,057	124.4	%
Total capital expenditure	464,978	437,888	27,090	6.2	%

Nigeria

Capital expenditure for our Nigeria segment was $35.3 million for the three month period ended September 30, 2023, compared to $107.2 million for the three month period ended September 30, 2022, a decrease of $71.9 million, or 67.1%. The decrease was primarily due to decreases in maintenance capital expenditure of $30.4 million, capital expenditure related to Project Green of $20.0 million, New Site capital expenditure of $13.4 million, other capital expenditure of $4.7 million and purchase of land for new or existing sites of $4.1 million, partially offset by an increase in fiber business capital expenditure of $2.4 million.

Capital expenditure for our Nigeria segment was $259.1 million for the nine month period ended September 30, 2023, compared to $270.7 million for the nine month period ended September 30, 2022, a decrease of $11.6 million, or 4.3%. The decrease was primarily due to decreases in New Site capital expenditure of $28.7 million, other capital expenditure of $26.1 million, maintenance capital expenditure of $5.6 million and purchase of land for new or existing sites of $5.3 million, partially offset by increases in capital expenditure related to Project Green of $39.6 million, augmentation capital expenditure of $8.1 million and fiber business capital expenditure of $6.7 million.

SSA

Capital expenditure for our SSA segment was $11.3 million for the three month period ended September 30, 2023 compared to $33.0 million for the three month period ended September 30, 2022, a decrease of $21.7 million, or 65.7.%. The decrease was primarily due to decreases in refurbishment capital expenditure of $12.8 million, New Site capital expenditure of $4.3 million and other capital expenditure of $3.2 million.

Capital expenditure for our SSA segment was $62.4 million for the nine month period ended September 30, 2023 compared to $76.4 million for the nine month period ended September 30, 2022, a decrease of $13.9 million, or 18.3%. The decrease was primarily due to decreases in other capital expenditure of $9.9 million, New Site capital expenditure of $3.4 million and

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corporate capital expenditure of $3.4 million, partially offset by increases in capital expenditure related to Project Green of $1.2 million, maintenance capital expenditure of $1.1 million and refurbishment capital expenditure of $1.1 million.

Latam

Capital expenditure for our Latam segment was $57.0 million for the three month period ended September 30, 2023 compared to $32.0 million for the three month period ended September 30, 2022, an increase of $25.0 million, or 78.2%. The increase was primarily due to increases in New Site capital expenditure of $20.4 million, corporate capital expenditure of $2.7 million and augmentation capital expenditure of $1.7 million, partially offset by a decrease in fiber business capital expenditure of $1.9 million.

Capital expenditure for our Latam segment was $137.0 million for the nine month period ended September 30, 2023 compared to $83.8 million for the nine month period ended September 30, 2022, an increase of $53.2 million, or 63.5%. The increase was primarily due to increases in New Site capital expenditure of $29.1 million, corporate capital expenditure of $8.6 million, fiber business capital expenditure of $8.5 million and purchase of land for new or existing sites of $4.1 million.

MENA

Capital expenditure for our MENA segment was $1.2 million for the three month period ended September 30, 2023 compared to $1.7 million for the three month period ended September 30, 2022, a decrease of $0.5 million, or 27.5%. The decrease was primarily due to a decrease in other capital expenditure of $1.0 million, partially offset by an increase in maintenance capital expenditure of $0.2 million.

Capital expenditure for our MENA segment was $4.6 million for the nine month period ended September 30, 2023 compared to $6.2 million for the nine month period ended September 30, 2022, a decrease of $1.6 million, or 25.7%. The decrease was primarily due to decreases in New Site capital expenditure of $2.4 million and refurbishment capital expenditure of $0.5 million, partially offset by increases in maintenance capital expenditure of $0.6 million and other capital expenditure of $0.6 million.

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 typically 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 September 30, 2023, we had $1,040.0 million of total liquidity, which was equal to our unrestricted cash and cash equivalents of $425.4 million and availability under the IHS Holding RCF and the IHS Holding 2022 Term Loan of $300.0 million and $230.0 million, respectively, and approximately $84.6 million of availability under the Nigeria RCF and other loan facilities within the Group collectively (see “— Indebtedness” for more information). 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 a period of at least 12 months from the date of issuance of these results. However, our ability to satisfy our operating expenses, debt service, capital requirements and

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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 our Annual Report.

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 capital structure as well as our funding and maturity profile. As part of this review, we regularly explore opportunities in the global capital markets to try to optimize our funding profile and our mix of funding sources, as well to try to ensure that we are well positioned to avail ourselves of any refinancing or other opportunities, including for our 2027 Notes and our other facilities. We may also, from time to time, consider debt and/or equity repurchase programs, whether in the open market or otherwise, subject to market conditions. During the third quarter of 2023, the Company repurchased 948,101 shares for $4.8 million under its up to $50.0 million stock repurchase plan. Shares repurchased were cancelled.

Statements of cash flows

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Net cash generated from operating activities	224,777	286,243	703,547	625,662
Net cash used in investing activities	(188,129)	(239,304)	(638,282)	(1,357,000)
Net cash (used in)/generated from financing activities	(29,115)	(25,693)	(11,806)	463,608
Net increase/(decrease) in cash and cash equivalents	7,533	21,246	53,459	(267,730)
Cash and cash equivalents at beginning of period	433,048	567,298	514,078	916,488
Effect of movements in exchange rates on cash	(15,145)	(58,076)	(142,101)	(118,290)
Cash and cash equivalents at end of period	425,436	530,468	425,436	530,468

Net cash generated from operating activities

Net cash generated from operating activities decreased by $61.5 million year-on year in the three month period ended September 30, 2023, to $224.8 million, from $286.2 million in the three month period ended September 30, 2022. The year-on-year decrease was primarily due to a decrease in cash from operations of $59.8 million as a result of decreased operating profit and an increase in cash outflows related to working capital changes, mainly driven by year-on-year increases in trade and other receivables and inventories, partially offset by an increase in trade and other payables.

Net cash generated from operating activities increased by $77.9 million year-on year in the nine month period ended September 30, 2023, to $703.5 million, from $625.7 million in the nine month period ended September 30, 2022. The year-on-year increase was primarily due to an increase in cash from operations of $72.8 million as a result of increased operating profit, partially offset by an increase in cash outflows related to working capital changes, mainly driven by a year-on-year decrease in trade and other payables and an increase in trade and other receivables, partially offset by a decrease in inventories.

Net cash used in investing activities

Net cash used in investing activities decreased by $51.2 million, to $188.1 million in the three month period ended September 30, 2023, from $239.3 million in the three month period ended September 30, 2022. This is primarily due to a decrease in capital expenditure for property, plant and equipment (including advance payments) of $27.4 million, as well as a decrease in net short term deposits of $16.6 million. The year-on-year decrease in capital expenditure for property, plant and equipment (including advance payments) is described in more detail in the segmental review below.

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Net cash used in investing activities decreased by $718.7 million, to $638.3 million in the nine month period ended September 30, 2023, from $1,357.0 million in the nine month period ended September 30, 2022. This is primarily due to a decrease in cash consideration paid for business combinations, net of cash acquired of $731.4 million and a decrease in net short term deposits of $45.1 million, partially offset by an increase in capital expenditure for property, plant and equipment (including advance payments) of $63.7 million. The year-on-year decrease in consideration paid for business acquisitions, net of cash acquired is related to the MTN SA Acquisition which closed in May 2022. The year-on-year increase in capital expenditure for property, plant and equipment (including advance payments) is described in more detail in the segmental review below.

Net cash (used in)/generated from financing activities

Net cash used in financing activities increased by $3.4 million, to net cash used in financing activities of $29.1 million in the three month period ended September 30, 2023, compared to net cash used in financing activities of $25.7 million in the three month period ended September 30, 2022. The year-on-year increase in cash outflow is primarily due to an increase in interest paid on third party loans of $10.1 million and an increase in cash outflow related to the share buyback of $5.7 million, partially offset by an increase in loans received from third parties net of principal repayments of $17.3 million and a decrease in aggregate payments of lease liability principal and interest of $4.3 million.

Net cash used in financing activities increased by $475.4 million, to net cash used in financing activities of $11.8 million in the nine month period ended September 30, 2023, compared to net cash generated from financing activities of $463.6 million in the nine month period ended September 30, 2022. The year-on-year increase in cash outflow is primarily due to a decrease in loans received from third parties net of principal repayments of $388.1 million and an increase of $50.4 million, $19.6 million and $5.7 million related to interest paid on third party loans, aggregate payments of lease liability principal and interest and share buyback, respectively.

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 September 30, 2023.

IHS Holding (2020) Revolving Credit Facility

IHS Holding Limited is party to a $300.0 million revolving credit facility agreement, originally entered into in March 2020 (as amended and/or restated from time to time, including pursuant to an amendment and restatement agreement entered into in June 2021 and November 2023) (the “IHS Holding RCF”) and entered into between, amongst others, IHS Holding Limited as borrower, 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 as guarantors, Citibank Europe PLC, UK Branch as facility agent and certain financial institutions listed therein as original lenders.  

The interest rate under the IHS Holding RCF 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, utilization and agent fees.

Funds borrowed under the IHS Holding RCF 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 by giving 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 IHS Holding RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding RCF; and (ii) upon the occurrence of a change of control as defined in the IHS Holding RCF.

The IHS Holding RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-

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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 IHS Holding RCF contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

In September 2022, in accordance with the terms the IHS Holding RCF, the termination date thereunder was extended for a period of two years after its original termination date to March 30, 2025.  In July 2023, the available commitments were increased to $300.0 million pursuant to the facility increase clause contained within the IHS Holding RCF.

In November 2023, the IHS Holding RCF was further amended and restated to, among other things, extend the termination date to October 30, 2026.

As of November 13, 2023, there are no amounts drawn and outstanding under the IHS Holding RCF.

The IHS Holding RCF is denominated in U.S. dollars and is governed by English law.

IHS Holding (2022) Bullet Term Loan Facility

IHS Holding Limited entered into a $600.0 million term loan agreement in October 2022 (as amended and/or restated from time to time, the “IHS Holding 2022 Term Loan”), between, amongst others, IHS Holding Limited as borrower, Citibank Europe plc, UK Branch as facility agent and certain financial institutions listed therein as original lenders. The loan is guaranteed by 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.  

The interest rate per annum applicable to loans made under the IHS Holding 2022 Term Loan is equal to Term SOFR, a credit adjustment spread plus a margin of 3.75% per annum. IHS Holding Limited also pays certain other fees and costs, including fees for undrawn commitments and fees to the facility agent.

The IHS Holding 2022 Term Loan is scheduled to terminate on the date falling 36 months from the date of the loan agreement and is repayable in full on that date. Subject to certain conditions, IHS Holding Limited may voluntarily prepay its utilizations and/or permanently cancel all or part of the available commitments by giving five Business Days’ notice, or such shorter period as the majority lenders may agree. In addition to voluntary prepayments, the IHS Holding 2022 Term Loan 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 2022 Term Loan and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2022 Term Loan.

The IHS Holding 2022 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs. These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants. These 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 IHS Holding 2022 Term Loan also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

Following the initial draw down under this facility in November 2022, in December 2022 IHS Holding Limited hedged a portion of its exposure to Term SOFR by entering into interest rate caps with a total of $100.0 million notional value and a cap rate of 4.50%, for the period between February 7, 2023 and November 7, 2024. The balance of $270.0 million remains unhedged.

In October 2023, the available commitments under the IHS Holding 2022 Term Loan were voluntarily reduced by $100.0 million and the availability period on the remaining balance of $130.0 million in available commitments was extended to April 2024 from October 2023.

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As of November 13, 2023, $370.0 million of the IHS Holding 2022 Term Loan was drawn. The majority of the drawn proceeds have been applied toward the prepayment of the IHS Holding Bridge Facility and the U.S. dollar tranche of the Nigeria 2019 Facility. The undrawn portion of $130.0 million can be applied toward general corporate purposes.

The IHS Holding 2022 Term Loan is denominated in U.S. dollars and is governed by English law.

IHS Netherlands Holdco B.V. Notes

On each of September 18, 2019 and July 31, 2020, our wholly owned subsidiary, IHS Netherlands Holdco B.V. (“Holdco BV”), issued a total of $510.0 million 7.125% Senior Notes due 2025 (the “2025 Notes”), and $940.0 million 8.0% Senior Notes due 2027 (the “2027 Notes”) 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. On June 22, 2021, pursuant to a successful consent solicitation, Holdco B.V. also effected certain amendments to the indenture governing the notes to, among other things, expand the “restricted group” to encompass IHS Holding Limited and all of IHS Holding Limited’s subsidiaries (which would then be subject to the covenants and events of default under the indenture), and to make certain other consequential changes to the negative covenants and restrictions resulting from the larger group structure.

On November 30, 2021, the 2025 Notes were subsequently redeemed upon the successful issuance by IHS Holding of the IHS Holding Notes (as defined below).

The 2027 Notes mature on September 18, 2027, and pay interest semi-annually, with the principal repayable in full on maturity. On or after September 18, 2022, 2023 or 2024, the 2027 Notes may be redeemed (in whole or in part) at a price of 104.000%, 102.000% and 100.000%, respectively.

The indenture contains customary negative covenants and restrictions, including, but not limited to, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.

IHS Holding Limited Notes

On November 29, 2021, IHS Holding Limited issued $500.0 million 5.625% Senior Notes due 2026 (the “2026 Notes”) and $500.0 million 6.250% Senior Notes due 2028 (the “2028 Notes”, and together with the 2026 Notes, the “IHS Holding Notes”), guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria Limited, IHS Towers NG Limited 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 with the net cash proceeds from certain equity offerings 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 notes remains outstanding immediately thereafter. In addition, the notes may, during such periods, be redeemed at a redemption price equal to 100% of the principal amount plus a “make-whole” premium. On or after November 29, 2023, 2024 or 2025, the 2026 Notes may be redeemed (in whole or in part) at a price of 102.81250%, 101.40625% and 100.00000%, respectively. On or after November 29, 2024, 2025 or 2026, the 2028 Notes may be redeemed (in whole or in part) at a price of 103.1250%, 101.5625% and 100.0000%, respectively.

The indenture governing the notes contains customary negative covenants and restrictions, including, but not limited to, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; make certain restricted payments and investments, including dividends or other distributions; create or incur certain liens; enter into agreements that restrict the ability of restricted subsidiaries to pay dividends; transfer or sell certain assets; merge or consolidate with other entities and enter into certain transactions with affiliates.

The proceeds from the issuance of the IHS Holding Notes were used to redeem the entire principal amount of the 2025 Notes (including accrued and unpaid interest and the redemption premium), fees and expenses related to the offering of

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the notes, and for general corporate purposes. The IHS Holding Notes pay interest semi-annually and the principal is repayable in full on maturity.

Nigeria (2023) Term Loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 165.0 billion (approximately $212.8 million) term loan agreement in January  2023 (as amended and/or restated from time to time the “Nigeria 2023 Term Loan”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers; each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.  

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

The Nigeria 2023 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs. These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants. These financial covenants are tested quarterly in arrear based on the previous 12 months, ending on each relevant financial quarter date, by reference to the annual or quarterly (as applicable) financial statements delivered and/or each compliance certificate delivered. The Nigeria 2023 Term Loan also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

The Nigeria 2023 Term Loan was drawn down for an original principal amount of NGN 124.5 billion (which was approximately $160.5 million), and funds borrowed under the loan were applied towards, inter alia, refinancing certain indebtedness of INT Towers, IHS Nigeria, and general corporate and working capital purposes.

The Nigeria 2023 Term Loan is scheduled to terminate on the date falling 60 months from the date of the Nigeria 2023 Term Loan and is 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 by giving five business days’ prior notice (or such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Nigeria 2023 Term Loan requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

As of January 3, 2023, the total commitments available under the Nigeria 2023 Term Loan were NGN 124.5 billion (approximately $160.5 million), which were increased in February 2023, by NGN 29.0 billion (approximately $37.4 million) and further increased in May 2023, by NGN 11.5 billion (approximately $14.8 million) pursuant to the facility increase clause contained within the loan agreement up to its total NGN 165.0 billion (approximately $212.8 million) capacity.

In January 2023, NGN 124.5 billion (approximately $160.5 million) was drawn down under the Nigeria 2023 Term Loan. Further drawdowns took place in March 2023, April 2023 and June 2023 for NGN 14.0 billion (approximately $18.1 million), NGN 15.0 billion (approximately $19.3 million) and NGN 11.5 billion (approximately $14.8 million) respectively.

As of November 13, 2023, NGN 165.0 billion (approximately $212.8 million) has been drawn down under this facility. The proceeds from the drawdown were applied towards, inter alia, refinancing certain indebtedness of INT Towers and IHS Nigeria, and for general corporate and working capital purposes.

The Nigeria 2023 Term Loan is denominated in Naira and is governed by English law.

Nigeria (2023) Revolving Credit Facility

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 55.0 billion (approximately $70.9 million) revolving credit facility agreement in January  2023 (as amended and/or restated from time to time the “Nigeria 2023 RCF”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers and guarantors; each of IHS Holding Limited, IHS

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Netherlands NG1 B.V., IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.  

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

The Nigeria 2023 RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs. These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants. These financial covenants are tested quarterly in arrear based on the previous 12 months, ending on each relevant financial quarter date, by reference to the annual or quarterly (as applicable) financial statements delivered and/or each compliance certificate delivered. The Nigeria 2023 RCF also contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

The Nigeria 2023 RCF is scheduled to terminate on the date falling 36 months from the date of the Nigeria 2023 RCF, and is repayable in full on maturity. Subject to certain conditions, IHS Netherlands Holdco B.V. and the borrowers may voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders may agree). In addition to voluntary prepayments, the Nigeria 2023 RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

As of January 3, 2023, the total commitments available under the Nigeria 2023 RCF were NGN 44.0 billion (approximately $56.7 million), which were further increased in February 2023, by NGN 11.0 billion (approximately $14.2 million) to NGN 55.0 billion (approximately $70.9 million), pursuant to the facility increase clause contained within the loan agreement.

During the nine months ended September 30, 2023, an aggregate of NGN 40.0 billion (approximately $51.6 million) was borrowed and repaid under the Nigeria 2023 RCF.  

As of November 13, 2023, there are no amounts drawn and outstanding under the Nigeria 2023 RCF.

The Nigeria 2023 RCF is denominated in Naira and is governed by English law.

Nigeria (2019) term loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into a term loan agreement, originally in September  2019 (and as amended and/or restated from time to time, including pursuant to an amendment and restatement agreement entered into in September 2021) (the “Nigeria 2019 Facility”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; 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; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.  

The interest rate per annum applicable to loans made under the Nigeria 2019 Facility was equal to: (a) in relation to the U.S. dollar tranche, prior to a rate switch date, 3 Month 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, was 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 tranche, 3 Month NIBOR (subject to a zero floor) plus a margin of 2.50% per annum. IHS Netherlands Holdco B.V. also paid certain other fees and costs, including agent fees.

The Nigeria 2019 Facility contained 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. These included 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 were tested quarterly in arrear based on the previous 12 months,

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ending on each relevant financial quarter date, by reference to the annual or quarterly (as applicable) financial statements delivered and/or each compliance certificate delivered. The Nigeria 2019 Facility also contained customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifications).

The U.S. dollar tranche was drawn down for an original principal amount of $110.0 million, and the Naira tranche was drawn down for an original principal amount of NGN 141.3 billion (which was approximately $390.0 million as of the date of the Nigeria 2019 Facility), and funds borrowed under the loan were 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 loan was scheduled to terminate on the date falling 60 months and one day after the date of the first utilization of that facility, and were repayable in instalments. Subject to certain conditions, IHS Netherlands Holdco B.V. and the borrowers could voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders might agree). In addition to voluntary prepayments, the Nigeria 2019 Facility required mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.

In November 2022, we prepaid the full remaining principal amount of the U.S. dollar tranche of the loan of $75.6 million (plus accrued interest and break costs) using the proceeds received following the initial drawdown under the IHS Holding 2022 Term Loan.

As of December 31, 2022, the Naira facility had NGN 88.3 billion (approximately $113.9 million) outstanding.

In January 2023, we prepaid the full remaining principal amount of the Naira tranche of the loan of NGN 88.3 billion (approximately $113.9 million) (plus accrued interest) using the proceeds received following the initial drawdown under the Nigeria 2023 Term Loan.

The Nigeria 2019 Facility was governed by English law.

IHS (Nigeria) Local Facilities

IHS (Nigeria) Limited entered into two local currency facilities, each governed by Nigerian law, as follows:

(a) A NGN 16.1 billion (approximately $20.8 million) facility in March 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited. The applicable interest rate was 12.5% per annum and funds borrowed under the facility were applied towards general corporate purposes (the “IHSN NG1 Facility”). The IHSN NG1 Facility was due to terminate in March 2023 and was fully drawn down in April 2022; and

(b) A NGN 10.0 billion (approximately $12.9 million) facility in May 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited (the “IHSN NG2 Facility” and, together with the IHSN NG1 Facility, the “IHS Nigeria Local Facilities”). The applicable interest rate was 15.0% per annum until October 2022 after which it increased to 18.0% per annum, and funds borrowed under the facility were applied towards working capital requirements. The IHSN NG2 Facility was due to terminate in July 2023 and was fully drawn down in July 2022.

In January 2023, we prepaid the full remaining principal amount of the IHS Nigeria Local Facilities of NGN 26.1 billion (approximately $33.7 million) (plus accrued interest) using the proceeds received following the initial drawdown under the Nigeria 2023 Term Loan.

IHS Côte d’Ivoire S.A. Facility

IHS Côte d’Ivoire S.A. entered into a credit agreement originally in June 2015 (as amended and/or restated from time to time, including in August 2017 and June 2022) with certain financial institutions, split into one tranche with a total commitment of €52.0 million (approximately $55.0 million) (the “CIV Euro Tranche”), and another tranche with a total commitment of XOF 44.6 billion (approximately $71.9 million) (the “CIV XOF Tranche” and, together with the CIV Euro Tranche, the “IHS Côte d’Ivoire S.A. Facility”). The IHS Cote d’Ivoire S.A. Facility is guaranteed by IHS Holding Limited. The CIV Euro Tranche has an interest rate of 3.00% plus 3 Month EURIBOR, (subject to a zero floor), and the CIV XOF Tranche has an interest rate of 5.00%. The IHS Côte d’Ivoire S.A. Facility contains customary information and negative

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covenants and requires 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 therein.

The IHS Côte d’Ivoire S.A. Facility was fully drawn down in 2017, and the termination date has been extended to June 2024.

IHS Zambia Limited Facility

IHS Zambia Limited entered into two facilities with a common terms agreement originally in December 2020 (as amended and/or restated from time to time, including in February 2021) with a total commitment of $95.0 million with certain financial institutions (the “Zambia Facility”), split into a facility for an aggregate commitment representing $75.0 million and a second facility for an aggregate commitment representing $20.0 million.

The Zambia Facility is guaranteed by IHS Holding Limited, and was fully utilized as of March 2021. The Zambia Facility has an interest rate of 5.0% plus 3 Month Term SOFR and a credit adjustment spread ranging between 0.11% to 0.43% and 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 agreement. The respective facilities will terminate in December 2027.

IHS Kuwait Facility

IHS Kuwait Limited entered into a loan agreement originally in April 2020 (as amended and/or restated from time to time) with a total commitment of KWD equivalent of $85.0 million (the “Kuwait Facility”). The Kuwait Facility has an interest rate of 2.00% plus 3 Month KIBOR, 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 facility.

The Kuwait Facility will terminate in April 2029, and as of September 30, 2023, KWD 21.8 million (approximately $70.5 million) of this facility was drawn down.

IHS Brasil - Cessão de Infraestruturas S.A. Debentures

IHS Brasil - Cessão de Infraestruturas S.A. issued debentures for BRL 1,200.0 million (approximately $238.4 million), in September 2023 (as amended and/or restated from time to time, the “IHS Brasil Debentures”). The IHS Brasil Debentures amortize semi-annually until maturity in August 2031.

The IHS Brasil Debentures contain customary information and financial covenants, including but not limited to the maintenance of specified net debt to EBITDA    and interest cover ratios. They also contain customary negative covenants and restrictions including, but not limited to, dividends and other payments to shareholders, intercompany loans and capital reductions.

The IHS Brasil Debentures are secured by a pledge over all shares owned by Centennial Towers Brasil Cooperatief U.A. and IHS Netherlands BR B.V. in IHS Brasil – Cessão de Infraestruturas S.A. and a pledge over the bank account where the companies’ receivables are deposited.

The IHS Brasil Debentures have an interest rate of CDI plus 3.10% (assuming a 252-day calculation basis) and will terminate in August 2031.

The proceeds from the issuance of the IHS Brasil Debentures were applied towards, inter alia, refinancing certain indebtedness of IHS Brasil - Cessão de Infraestruturas S.A. (including the IHS Brasil Facilities and the GTS Facility, as defined below) and general corporate and working capital purposes.

81

IHS Brasil - Cessão de Infraestruturas S.A. Facilities

IHS Brasil Participacoes Ltda entered into (and later assigned to IHS Brasil - Cessão de Infraestruturas S.A.) the following facilities: (a) a BRL 300.0 million (approximately $59.6 million) credit agreement originally in May 2021 (as amended and/or restated from time to time, the “IHS Brasil Facility 1”), and (b) a BRL 100.0 million (approximately $19.9 million) credit agreement originally in June 2021 (as amended and/or restated from time to time) (the “IHS Brasil Facility 2” and, together with the IHS Brasil Facility 1, the “IHS Brasil Facilities”).

IHS Brasil - Cessão de Infraestruturas S.A. also entered into a BRL 495.0 million (approximately $98.4 million) credit agreement originally in April 2022 (as amended and/or restated from time to time, the “GTS Facility”).

The IHS Brasil Facilities and the GTS Facility each contain customary information and negative covenants, including the maintenance of specified net debt to EBITDA and interest cover ratios. They also contain restrictions on the total debt allowed, dividends, intercompany loans and capital reductions.

The IHS Brasil Facility 1 has an interest rate of 3.65% (assuming a 252-day calculation basis) plus CDI, and will terminate in May 2029. This facility was fully drawn down in May 2021.

The IHS Brasil Facility 2 has an interest rate of 3.65% (assuming a 252-day calculation basis) plus CDI, and will terminate in May 2029. This facility was fully drawn down in June 2021.

The GTS Facility has an interest rate of CDI plus a margin of 3.05% (assuming a 252-day calculation basis), and will terminate in April 2028. The GTS Facility was fully drawn down in April 2022.

In September 2023, we prepaid the full remaining principal amount of the IHS Brasil Facilities and the GTS Facility of BRL 713.6 million (approximately $141.8 million) (plus accrued interest) using the proceeds received following the issuance of the IHS Brasil Debentures.

I-Systems Facility

I-Systems Soluções de Infraestrutura S.A. (formerly known as Fiberco Soluções de Infraestrutura S.A.) (“I-Systems”) entered into a BRL 200.0 million (approximately $39.7 million) credit agreement, originally in October 2022 (as amended and/or restated from time to time, the “I-Systems Facility”). The I-Systems Facility is secured by the chattel mortgage of certain credit rights of I-Systems and contains customary information and negative covenants, including the maintenance of specified net debt to EBITDA ratio. It also contains restrictions on the total debt allowed, dividends, intercompany loans and capital reductions. The I-Systems Facility has an interest rate of CDI plus 2.45% (assuming a 252-day calculation basis), and will terminate in October 2030. The facility was fully drawn down in October 2022.

In October 2022, Itau Unibanco S.A. provided an additional commitment in an aggregate amount of BRL 200.0 million (approximately $39.7 million) on the same terms, available in two tranches. The first tranche of BRL 80.0 million (approximately $15.9 million was drawn down in February 2023 with an interest rate of CDI plus 2.45% (assuming a 252-day calculation basis), and the second tranche of BRL 120.0 million (approximately $23.8 million) was drawn down in March 2023 with an interest rate of CDI plus 2.50% (assuming a 252-day calculation basis).

IHS South Africa Facility

IHS Towers South Africa Proprietary Limited (“IHS SA”) entered into a ZAR 3,470.0 million (approximately $183.4 million) facility agreement originally in May 2022 (as amended and/or restated from time to time (the “IHS SA Facility”), with, amongst others, certain financial institutions listed therein as original lenders. The IHS SA Facility is governed by South African law and funds borrowed under the facility were partly applied toward the payment of consideration owed pursuant to the MTN SA Acquisition. The undrawn portion can be applied toward capital expenditure and general corporate purposes and is available for up to 24 months from the signature date of the agreement.

The IHS SA Facility has an interest rate of 2.75% plus 3 Month JIBAR, and contains customary information and negative covenants, as well as requirements for IHS SA to observe certain customary affirmative covenants (subject to certain agreed exceptions and materiality carve-outs) and maintain specified net debt to EBITDA ratios and interest coverage ratios.

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The IHS SA Facility will terminate in May 2029.

In May 2022, ZAR 3,400.0 million (approximately $179.7 million), was drawn under the IHS SA Facility. Further drawdown took place in May 2023 for ZAR 70.0 million (approximately $3.7 million).

As of November 13, 2023, ZAR 3,470.0 million (approximately $183.4 million) has been drawn down under this facility.

IHS South Africa Overdraft

IHS SA entered into a ZAR 350.0 million (approximately $18.5 million) overdraft facility agreement in October 2023 (the “IHS SA Overdraft”). The IHS SA Overdraft is governed by South African law and funds borrowed under the facility will be applied towards general corporate purposes. The IHS SA Overdraft will terminate in October 2024.

As of November 13, 2023, ZAR 117.9 million (approximately $6.2 million) has been drawn down under this facility.

Letter of Credit Facilities

As of September 30, 2023, IHS (Nigeria) Limited has utilized $101.6 million through funding under agreed letters of credit. These letters mature on December 31, 2023, and their interest rates range from 12.00% to 15.55%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, INT Towers Limited has utilized $238.0 million through funding under agreed letters of credit. These letters mature on December 31, 2023, and their interest rates range from 12.00% to 15.75%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, ITNG Limited has utilized $0.1 million through funding under agreed letters of credit. These letters mature on December 31, 2023, and incur interest at a rate of 15.49%. These letters of credit are utilized in order to fund capital and operational expenditure with suppliers.

As of September 30, 2023, Global Independent Connect Limited has utilized $2.8 million through funding under agreed letters of credit. These letters mature on December 31, 2023, and their interest rates range from 13.25% to 15.49%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Critical accounting policies and significant judgments and 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, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances.

Our critical accounting policies are described under the heading “Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report and the notes to the audited financial statements in our Annual Report. There were no material changes to our critical accounting policies and estimates from those discussed in our Annual Report.

Refer to note 3 to the unaudited condensed consolidated interim financial statements that appear elsewhere in this report for further detail.

For a summary of all of our significant accounting policies, see note 2 to the unaudited condensed consolidated interim financial statements for period ended September 30, 2023.

Recent accounting pronouncements

New standards and interpretations not yet adopted are also disclosed in note 2.4 to the unaudited condensed consolidated interim financial statements included elsewhere in this report.

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EX-99.2

Exhibit 99.2

EXECUTION VERSION

Dated 6 November 2023

Amendment and Restatement Agreement

relating to

an up to US$300,000,000 revolving credit facility agreement originally dated 30 March 2020 and as previously amended and restated pursuant to an amendment and restatement agreement dated 2 June 2021 as further amended from time to time prior to the date hereof

between

IHS Holding Limited

as Company

and

Citibank Europe PLC, UK Branch

as Facility Agent

White & Case LLP

PO Box 9705

Level 6, Burj Daman, Al Mustaqbal Street

Dubai International Financial Centre

Dubai

United Arab Emirates

Table of Contents

		Page
1.	Definitions and Interpretation	1
2.	Representations	2
3.	Amendment and Restatement	3
4.	Costs and Expenses	3
5.	Miscellaneous	3
Schedule 1	Conditions Precedent to the Restatement Effective Date	5
Schedule 2	Current Commitments	7
Schedule 3	Restated Agreement	8

(i)

This Agreement is made on 6 November 2023

Between:

(1) IHS Holding Limited, an exempted company registered by way of continuation in the Cayman Islands with limited liability, and having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1 9008, Cayman Islands under the registration number 382000 (the “Company”); and

(2) Citibank Europe PLC, UK Branch as facility agent for the other Finance Parties (in this capacity, the “Facility Agent”).

Background:

(A) This Agreement is supplemental to and amends a revolving credit facility agreement originally dated 30 March 2020 between, amongst others, the Company and the Facility Agent as amended and restated pursuant to an amendment and restatement agreement dated 2 June 2021 and as further amended from time to time prior to the date hereof (the “Original RCF”).

(B) The current Commitments of each of the Lenders are as set out in Schedule 2 (Current Commitments) of this Agreement.

(C) The requisite Lenders (as defined in the Original RCF) have consented to the amendments to the Original RCF contemplated by this Agreement, in accordance with the terms of the Original RCF.  Accordingly, the Facility Agent is authorised to enter into this Agreement on behalf of the Finance Parties.

(D) The Facility Agent has previously provided written notice to the Company that it has received all of the documents and other evidence listed in schedule 2 (Conditions Precedent) of the Restated Agreement in form and substance satisfactory to the Finance Parties.

(E) This Agreement sets out the terms of the amendments to the Original RCF, which have been agreed between the Parties on the terms and conditions set out herein.

It is agreed as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“Fee Letter” means the extension fee letter entered into by the Company and the Facility Agent (on behalf of itself, the Arrangers and the Lenders), as delivered by the Company to the Facility Agent in accordance with Schedule 1 (Conditions Precedent to the Restatement Effective Date).

“Guarantee Confirmation” means the guarantee confirmation entered into by each Original Facility Guarantor confirming that the guarantee obligations owed by it shall remain in full force and effect, notwithstanding the amendments to the Original RCF contemplated under this Agreement, as delivered by the Company to the Facility Agent in accordance with Schedule 1 (Conditions Precedent to the Restatement Effective Date).

“Nigeria Guarantee” means the English law governed guarantee agreement dated on or around the date of this Agreement, between each Original Nigeria Guarantor each as an original Nigeria guarantor, the Company and the Facility Agent.

(1)

“Original Facility Guarantor” means each of IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V. and Nigeria Tower Interco B.V..

“Original Nigeria Guarantor” means each of IHS Towers NG Limited, IHS (Nigeria) Limited and INT Towers Limited.

“Party” means a party to this Agreement.

“Restated Agreement” means the Original RCF, as amended and restated by this Agreement, the terms of which are set out in Schedule 3 (Restated Agreement).

“Restatement Effective Date” means the date on which the Facility Agent (acting on the instructions of the Majority Lenders) confirms to the Lenders and the Company that it has received each of the documents and other evidence listed in Schedule 1 (Conditions Precedent to the Restatement Effective Date) in a form and substance satisfactory to the Facility Agent.

“Subordination Agreement” means the subordination agreement entered into on or around the date of this Agreement between the Company, IHS Netherlands Holdco B.V., IHS (Nigeria) Limited, IHS Towers NG Limited, INT Towers Limited, IHS Netherlands (Interco) Coöperatief U.A. and the Facility Agent.

1.2 Construction

(a) Unless expressly defined in this Agreement or the contrary intention appears, words and expressions defined in the Original RCF shall have the same meanings when used in this Agreement.

(b) The provisions of clause 1.2 (Construction) of the Original RCF shall also apply to this Agreement as though they were set out in full, save that references to the Original RCF shall be construed as references to this Agreement.

1.3 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.

1.4 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5 Designation

In accordance with the Original RCF, the Company and the Facility Agent designate this Agreement and the Guarantee Confirmation as a Finance Document.

2. Representations

(a) The Company confirms to each Finance Party that the Repeating Representations are true (by reference to the facts and circumstances then existing):

(i) on the date of this Agreement, and references to “this Agreement” should be construed as references to this Agreement and the Original RCF; and

(ii) on the Restatement Effective Date, and references to “this Agreement” should be construed as references to this Agreement and the Restated Agreement.

(2)

(b) The Company represents and warrants to each Finance Party on the date of this Agreement and on the Restatement Effective Date that:

(i) its payment obligations under the Finance Documents rank at least pari passu in right and priority of payment with all its other present and future unsecured and unsubordinated indebtedness (actual or contingent) except indebtedness preferred by laws of general application; and

(ii) subject to Legal Reservations and Perfection Requirements, any Security has or will have the ranking in priority which it is expressed to have in the Security Documents.

3. Amendment and Restatement

(a) On or before the Restatement Effective Date, the Company shall deliver each document and any other evidence specified in Schedule 1 (Conditions Precedent to the Restatement Effective Date) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and the Facility Agent shall notify the Company promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

(c) With effect from the Restatement Effective Date, the Original RCF shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 3 (Restated Agreement).

(d) The provisions of the Original RCF and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

4. Costs and Expenses

The Company shall, within ten (10) Business Days of demand, pay the Facility Agent the amount of all agreed third-party costs and expenses (including, but not limited to, legal fees) properly incurred by it (subject to any agreed caps) in connection with the negotiation, preparation, printing and execution of this Agreement.

5. Miscellaneous

5.1 Incorporation of Terms

(a) The provisions of Clause 34 (Notices), Clause 36 (Partial Invalidity), Clause 37 (Remedies and Waivers), Clause 42 (Governing Law) and Clause 43 (Enforcement) of the Original RCF shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance Documents” are references to this Agreement.

(b) The Original RCF and this Agreement will, from the Restatement Effective Date, be read and construed as one document.

(c) Except as otherwise provided in this Agreement, the Finance Documents remain in full force and effect.

(3)

5.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement and executed as a deed by the Company and is intended to be and is delivered by it as a deed on the date specified above.

(4)

Schedule 1

Conditions Precedent to the Restatement Effective Date

1. The Obligors

(a) A copy of the constitutional documents of the Company.

(b) A certificate of an authorised signatory of the Company certifying that each Guarantor’s constitutional documents previously delivered to the Facility Agent for the purposes of the Original RCF have not been amended and remain in full force and effect.

(c) A copy of a resolution of the board of directors of the Company:

(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform this Agreement and any ancillary document to which it is party;

(ii) authorising the directors and/or other authorised signatories to execute this Agreement and other ancillary documents on its behalf; and

(iii) authorising the directors and/or other authorised signatories, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with this Agreement or any ancillary documents to which it is a party.

(d) A copy of a resolution of the board of directors of each Guarantor:

(i) approving the terms of, and the transactions contemplated by, this Agreement,  the Guarantee Confirmation (in the case of an Original Facility Guarantor) and the Nigeria Guarantee (in the case of an Original Nigeria Guarantor);

(ii) authorising a specified person or persons to execute the Guarantee Confirmation (in the case of an Original Facility Guarantor) or the Nigeria Guarantee (in the case of an Original Nigeria Guarantor) and other ancillary documents on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with this Agreement, the Guarantee Confirmation (in the case of an Original Facility Guarantor), the Nigeria Guarantee (in the case of an Original Nigeria Guarantor) or any ancillary documents to which it is a party.

(e) A certificate of good standing issued by the Registrar of Companies in the Cayman Islands with respect to the Company dated no more than 30 days before the date of this Agreement.

(f) A certificate of an authorised signatory of the Company certifying that each copy document listed in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

(5)

2. Legal Opinions

(a) A legal opinion of CC Worldwide Limited, legal advisers to the Facility Agent as to English law.

(b) A legal opinion of Clifford Chance LLP, legal advisers to the Facility Agent as to Dutch law.

(c) A legal opinion of Walkers (Cayman) LLP, legal advisers to the Company as to Cayman Islands law.

(d) A legal opinion of Aluko & Oyebode, legal advisers to the Facility Agent as to Nigerian law.

3. Finance Documents

(a) A duly executed copy of this Agreement.

(b) A duly executed copy of the Subordination Agreement.

(c) A duly executed copy of the Guarantee Confirmation.

(d) A duly executed copy of the Nigeria Guarantee.

(e) A duly executed copy of the Fee Letter.

4. Other Evidence

(a) Evidence that the agent for service of process in England and Wales referred to in Clause 18.3 (Service of Process) of the Nigeria Guarantee has accepted its appointment.

(6)

Schedule 2

Current Commitments

Lender	Commitment
ABSA Bank Limited (acting through its Corporate and Investment Banking division)	USD25,000,000
Citibank, N.A., London Branch	USD50,000,000
Goldman Sachs Lending Partners LLC	USD50,000,000
JPMorgan Chase Bank, N.A., London Branch	USD50,000,000
Standard Chartered Bank, Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority	USD50,000,000
RMB International (Mauritius) Ltd	USD20,000,000
Royal Bank of Canada	USD25,000,000
The Mauritius Commercial Bank Limited	USD 30,000,000
	USD300,000,000

(7)

Schedule 3

Restated Agreement

(8)

EXECUTION VERSION

ORIGINALLY DATED 30 MARCH 2020 AS AMENDED AND RESTATED BY AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 2 JUNE 2021 AS FURTHER AMENDED FROM TIME TO TIME AND AS FURTHER AMENDED AND RESTATED BY AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 6 NOVEMBER 2023

Facility Agreement

USD 300,000,000 Revolving Credit Facility

between

IHS Holding Limited

as Company

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, J.P. Morgan Securities plc and Standard Chartered Bank, Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority

as Arrangers

The Financial Institutions

as Original Lenders

Each Entity listed in Part 2 of Schedule 1

as Original Guarantors

and

Citibank Europe PLC, UK Branch

as Facility Agent

1

Table of Contents

		Page
1.	Definitions and Interpretation	1
2.	The Facility	41
3.	Purpose	45
4.	Conditions of Utilisation	45
5.	Utilisation	46
6.	Repayment	47
7.	Prepayment and Cancellation	47
8.	Interest	55
9.	Interest Periods	56
10.	Changes to the Calculation of Interest	57
11.	Fees	58
12.	Tax Gross Up and Indemnities	59
13.	Increased Costs	64
14.	Other Indemnities	66
15.	Mitigation by the Lenders	68
16.	Guarantee and Indemnity	68
17.	Costs and Expenses	72
18.	Representations	72
19.	Information Undertakings	79
20.	Financial Covenants	82
21.	Stamping	85
22.	General Undertakings	85
23.	Events of Default	94
24.	Security	98
25.	Changes to the Lenders	102
26.	Restriction on Debt Purchase Transactions	108
27.	Changes to the Obligors	109
28.	Role of the Administrative Parties	110
29.	Application of Proceeds	125
30.	Conduct of Business by the Finance Parties	126
31.	Sharing among the Finance Parties	127
32.	Payment Mechanics	128
33.	Set-Off	131
34.	Notices	131
35.	Calculations and Certificates	134

(i)

36.	Partial Invalidity	135
37.	Remedies and Waivers	135
38.	Amendments and Waivers	135
39.	Confidential Information	140
40.	Confidentiality of Funding Rates	144
41.	Counterparts	146
42.	Governing Law	146
43.	Enforcement	146
44.	Acknowledgement Regarding any Supported QFCS	147
45.	Contractual Recognition of Bail-In	148
Schedule 1	The Parties	150
Part 1	The Original Lenders	150
Part 2	The Original Facility Guarantors as at the Second Effective Date	151
Schedule 2	Conditions Precedent	152
Part 1	Conditions Precedent to Initial Utilisation	152
Part 2	Conditions Precedent Required to be Delivered by an Additional Guarantor	154
Schedule 3	Form of Utilisation Request	156
Schedule 4	Form of Transfer Certificate	157
Schedule 5	Form of Assignment Agreement	159
Schedule 6	Form of Compliance Certificate	161
Schedule 7	Form of Increase Confirmation	162
Schedule 8	Form of Accession Letter	164
Schedule 9	Form of Resignation Letter	165
Schedule 10	Forms of Notifiable Debt Purchase Transaction Notice	167
Part 1	Form of Notice on Entering into Notifiable Debt Purchase Transaction	167
Part 2	Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Sponsor Affiliate	168
Schedule 11	Existing Security	169
Schedule 12	Existing Guarantees	172
Schedule 13	Timetables	174
Schedule 14	Existing Material Subsidiary Debt Facilities	175
Schedule 15	Acceptable Banks	177

(ii)

This Facility Agreement dated 30 March 2020, as amended and restated on the First Effective Date by an amendment and restatement agreement dated 2 June 2021 as further amended from time to time and as further amended and restated on the Second Effective Date by an amendment and restatement agreement dated 6 November 2023.

Between:

(1) IHS Holding Limited, an exempted company registered by way of continuation in the Cayman Islands with limited liability, and having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1 - 9008, Cayman Islands under the registration number 382000 (the “Company”);

(2) Citibank, N.A., London Branch as Global Coordinator (in this capacity, the “Global Coordinator”);

(3) Citibank, N.A., London Branch, ABSA Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, J.P. Morgan Securities plc and Standard Chartered Bank, Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority as mandated lead arrangers (in this capacity and together with the Global Coordinator, the “Arrangers”);

(4) The Financial Institutions listed in Part 1 of Schedule 1 (The Parties) as original lenders (in this capacity, the “Original Lenders”);

(5) Each Entity listed in Part 2 of Schedule 1 (The Original Facility Guarantors as at the Second Effective Date) as the original guarantors (the “Original Facility Guarantors”); and

(6) Citibank Europe PLC, UK Branch as facility agent (in this capacity, the “Facility Agent”).

It is agreed as follows:

6. Definitions and Interpretation

6.1 Definitions

In this Agreement:

“2021 Amendment and Restatement Agreement” means the amendment and restatement agreement dated 2 June 2021 between the Company and the Facility Agent, relating to this Agreement.

“2023 Amendment and Restatement Agreement” means the amendment and restatement agreement dated on or about _________________ 2023 between the Company and the Facility Agent, relating to this Agreement.

“Acceptable Bank” means:

(a) a bank or financial institution which has a long term unsecured credit rating of at least BBB by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa2 by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency;

(b) each bank or financial institution as set out in Schedule 15 (Acceptable Banks);

(c) the Lenders and/or their Affiliates (other than (i) any Lender or Affiliate of a Lender that is a Sponsor Affiliate and (ii) any Lender that notifies the Facility Agent and the Company that it may not act as an Acceptable Bank);

(Signature page to the Amendment and Restatement Agreement)

(d) each bank or financial institution (other than any Sponsor Affiliate) that is a lender under any debt facility provided to any member of the Group;

(e) each bank or financial institution (other than any Sponsor Affiliate) that either (i) becomes a lender under a debt financing to be provided to a Subsidiary of the Company to fund a Permitted Acquisition or (ii) is providing banking facilities to a Subsidiary of the Company acquired by way of a Permitted Acquisition, in each case for a period of 12 months following the closing date of the relevant Permitted Acquisition; or

(f) any other bank or financial institution approved by the Facility Agent (acting on the instructions of all the Lenders) from time to time.

“Accession Letter” means a document substantially in the form set out in Schedule 8 (Form of Accession Letter), with any amendments the Facility Agent and the Company may agree.

“Accounting Reference Date” means 31 December or such other date agreed in accordance with this Agreement.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors).

“Administrative Party” means an Arranger or an Agent.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent” means the Facility Agent or the Security Agent.

“Annual Financial Statements” has the meaning given to that term in Clause 24.1 (Financial Statements).

“Anti-Corruption Laws” means all laws, rules and regulations from time to time concerning or relating to bribery or corruption, including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (as amended) and all other anti-bribery and corruption laws, in each case applicable to the Company or its Subsidiaries.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Auditors” means any firm appointed by the Company to act as its statutory auditors.

“Authorisation” means an authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including 30 March 2020 to and including the date falling one month before the Termination Date.

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

(Signature page to the Amendment and Restatement Agreement)

other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b) in relation to the United Kingdom, the UK Bail-In Legislation; and

(c) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation.

“Blocking Law” means:

(a) Council Regulation (EC) No 2271/1996 of 22 November 1996 or the EU Blocking Regulation and Commission Implementing Regulation (EU) 2018/1101 and/or any applicable national law or regulation relating to or implementing such Regulation in any member state of the European Union or the United Kingdom; and

(b) any similar and applicable anti-boycott law or regulation issued by a Sanctions Authority.

“Bond Obligor” means an Original Bond Obligor or a Subsequent Bond Obligor.

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridge Facility” means any bridge financing on customary market terms and for the sole purpose of funding a Permitted Acquisition, with a tenor not exceeding 24 months and that is repaid or refinanced within 24 months of incurrence.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Lagos, London and the Cayman Islands and;

(a) (in relation to any date for payment or purchase of USD), New York;

(b) (at any time in relation to any date on which action must be taken by a Lender with its Facility Office in South Africa), Johannesburg; and

(Signature page to the Amendment and Restatement Agreement)

(c) (in relation to the fixing of an interest rate) which is a US Government Securities Business Day.

“Cash” means, at any time, any cash-in-hand and any credit balance on any deposit, savings, current or other account to which, in each case, a member of the Group (and only that member of the Group or other members of the Group) is beneficially entitled and for so long as that cash is:

(a) except for a maximum aggregate amount for the Group of USD 20,000,000 (twenty million dollars) or its equivalent, held with an Acceptable Bank;

(b) available to be freely withdrawn within 90 days;

(c) not subject to any Security, other than:

(i) the Security created under the Security Documents;

(ii) charges arising solely by operation of law;

(iii) rights of set-off or netting or charges or pledge rights arising by operation of law or by contract by virtue of the provision to that member of the Group of clearing bank or similar facilities or overdraft facilities and arising under the standard commercial terms and conditions of such bank;

(iv) encumbrances over credit balances on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance basis and arising under that account bank’s standard terms in the ordinary course of trading or business activities of that member of the Group; or

(v) Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Cash Finance Interest Adjusted for Leases or Net Financial Indebtedness; and

(d) capable of being applied or made available for application in repayment or prepayment of the Facility or any other Financial Indebtedness included within the calculation of Net Cash Finance Interest Adjusted For Leases or Net Financial Indebtedness, within the next 180 days,

and, for the avoidance of doubt, not including any cash affected by any process referred to in Clause 23.9 (Creditors’ Process or Expropriation).

“Cash Equivalent Investments” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of any country in which any member of the Group is located or by any government of any other country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(Signature page to the Amendment and Restatement Agreement)

(ii) issued by an issuer incorporated in a country, the government of which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) bills of exchange issued in Nigeria, the Cayman Islands, the United States of America or any state thereof, the United Kingdom, Switzerland, any member state of the European Economic Area or any Participating Member State or any country in which any member of the Group is located eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e) any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than 90 days’ notice; or

(f) any other debt security approved by the Majority Lenders,

in each case to which a member of the Group (and only that member of the Group or other members of the Group) is beneficially entitled at that time and which is not issued or guaranteed by a member of the Group or subject to any Security other than:

(i) Security created under the Security Documents;

(ii) charges arising solely by operation of law in the ordinary course of trading or business activities of any member of the Group; or

(iii) Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Financial Indebtedness.

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name in Part 1 of Schedule 1 (The Parties) under the heading Commitment and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 7.2 (Increase) or Clause 7.3 (Facility Increase); and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 7.2 (Increase) or Clause 7.3 (Facility Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Company Shareholder Loan” means each loan to the Company by any of the Company’s direct or indirect shareholders or any of their Affiliates which is subordinated to the claims of

(Signature page to the Amendment and Restatement Agreement)

the Finance Parties under this Agreement pursuant to the Subordination Agreement or otherwise on terms satisfactory to the Majority Lenders.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate), with any amendments the Facility Agent and the Company may agree.

“Confidential Information” means all information relating to the Company, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidential Information);

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

“Confidentiality Undertaking” means, at any time, a confidentiality undertaking substantially in the then current recommended form of the Loan Market Association or in any other form agreed between the Company and the Facility Agent.

“Credit Adjustment Spread” means zero point two per cent. (0.2%) per annum.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

(Signature page to the Amendment and Restatement Agreement)

“Default” means:

(a) an Event of Default; or

(b) an event or circumstance specified in Clause 28 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 10.4 (Lenders’ Participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

(ii) payment is made within three Business Days of its due date; or

(iii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delegate” means any delegate, agent, attorney, co-trustee or co-agent appointed by the Security Agent or any Receiver.

“Disruption Event” means either or both of:

(a) a material disruption to the payment or communications systems or to the financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out), provided that the disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dutch Civil Code” means the Burgerlijk Wetboek of the Netherlands.

“EBITDA” has the meaning given to it in Clause 25.1 (Financial Definitions).

(Signature page to the Amendment and Restatement Agreement)

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of the Performance Standards.

“Equity Offering” means a public offering or a private placement of the ordinary shares or common equity of the Company or Holding Company of the Company.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 28 (Events of Default).

“Existing Material Subsidiary Debt Facility” means:

(a) any debt facility provided by any person that is not a member of the Group to any Material Subsidiary on arm’s length terms (excluding any loan made by any direct or indirect shareholder of the Company (in its capacity as such) or any overdraft facility), that is in existence as at the date of this Agreement, as set out in Schedule 14 (Existing Material Subsidiary Debt Facilities); or

(b) any debt facility that refinances any of the debt facilities referred to in paragraph (a) above (other than any loan made by any direct or indirect shareholder of the Company (in its capacity as such) or any overdraft facility) and whose terms are in compliance with the terms of this Agreement, but excluding (for the avoidance of doubt) the Senior Notes; or

(c) a Nigeria Group Credit Facility.

“Facility” means the revolving credit facility made available under this Agreement as described in Clause 7 (The Facility).

“Facility Increase Lender” has the meaning given to it in Clause 7.3 (Facility Increase).

“Facility Guarantor” means the Original Facility Guarantors and each Additional Guarantor that is not incorporated in Nigeria.

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fallback Interest Period” means one month.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(Signature page to the Amendment and Restatement Agreement)

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter entered into by reference to this Agreement between one or more Administrative Parties and the Company setting out the amount of any fees referred to in this Agreement.

“Finance Document” means:

(a) this Agreement;

(b) the 2021 Amendment and Restatement Agreement;

(c) the 2023 Amendment and Restatement Agreement;

(d) the Nigeria Guarantee;

(e) the Subordination Agreement;

(f) each Security Document;

(g) each Fee Letter;

(h) each Compliance Certificate;

(i) each Utilisation Request;

(j) each Increase Confirmation;

(k) each Accession Letter;

(l) each Resignation Letter;

(m) each Guarantee Confirmation;

(n) any other subordination agreement entered into in respect of any Permitted Financial Indebtedness;

(o) the amendment letter dated 29 September 2021 between the Facility Agent and the Company;

(p) the extension request notice dated 14 September 2022 between the Facility Agent and the Company; or

(q) any other document designated as such by the Facility Agent and the Company.

“Finance Party” means a Lender or an Administrative Party.

(Signature page to the Amendment and Restatement Agreement)

“Financial Indebtedness” means, with respect to any person (without double counting):

(a) any indebtedness of such person for borrowed money;

(b) the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such person (but not Trade Instruments);

(c) any indebtedness of such person for the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of trading or business activities to trade creditors that are treated as current payable in the Financial Statements within 365 days of the date they are incurred);

(d) 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 letter of credit or similar instrument issued for the account of such person with respect to trade accounts incurred and payable in the ordinary course of trading or business activities to trade creditors that are treated as current payable in the Financial Statements within 365 days of the date they are incurred);

(e) the amount of any obligation of such person in respect of any Lease;

(f) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be taken into account);

(g) amounts raised by such person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing under IFRS;

(h) all indebtedness of the types described in the foregoing items secured by a lien on any property or assets owned by such person, whether or not such indebtedness has been assumed by such person;

(i) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under IFRS;

(j) any repurchase obligation or liability of such person with respect to accounts or notes receivable sold by such person, any liability of such person under any sale and leaseback transactions that do not create a liability on the balance sheet of such person, any obligation under a “synthetic lease” or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such person; and

(k) the amount of any obligation in respect of any guarantee or indemnity given by such person for any of the foregoing items incurred by any other person (notwithstanding any treatment under IFRS to the contrary).

if and to the extent such relevant item (other than letters of credit) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of the relevant person, prepared in accordance with IFRS and provided that “Financial Indebtedness” shall not include indebtedness owed solely to other Group members and shall not include indebtedness arising under any Shareholder Loan.

(Signature page to the Amendment and Restatement Agreement)

“Financial Plan” means the financial model delivered by the Company to the Facility Agent pursuant to Clause 9.1 (Initial Conditions Precedent), and as updated from time to time in accordance with this Agreement.

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“Financial Statements” means Annual Financial Statements and Quarterly Financial Statements.

“Financial Year” means the annual accounting period of the Company ending on the Accounting Reference Date in each year.

“First Effective Date” has the meaning given to the term “Restatement Effective Date” in the 2021 Amendment and Restatement Agreement.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph  (a)(ii) of Clause 15.3 (Cost of Funds).

“Group” means the Company and its Subsidiaries for the time being.

“Group Structure Chart” means the group structure chart provided to the Facility Agent pursuant to Clause 9.1 (Initial Conditions Precedent).

“Guarantee Confirmation” has the meaning given to it in the 2023 Amendment and Restatement Agreement.

“Guarantor” means:

(a) the Original Facility Guarantors;

(b) the Original Nigeria Guarantors; and

(c) each Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 32 (Changes to the Obligors).

“Guarantor Accession Date” means, in relation to any Subsequent Bond Obligor or member of the Nigeria Group, the date on which that Subsequent Bond Obligor or member of the Nigeria Group becomes an Additional Guarantor pursuant to Clause 27.24 (Conditions Subsequent).

“Historic Term SOFR” means, in relation to any Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than two days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“IHS Holding Term Facility” means the term facility agreement dated 28 October 2022 between, amongst others, the Company as borrower, Citibank Europe plc, UK Branch as facility agent, Citibank N.A., London Branch as coordinator and the parties defined therein as original lenders, as amended and / or restated from time to time.

“Impaired Agent” means the Facility Agent at any time when:

(Signature page to the Amendment and Restatement Agreement)

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Facility Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d) an Insolvency Event has occurred and is continuing with respect to the Facility Agent,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within three Business Days of its due date; or

(ii) the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 7 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to it in Clause 7.2 (Increase).

“Increased Costs” has the meaning given to it in Clause 18 (Increased Costs).

“Insolvency Event” in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(Signature page to the Amendment and Restatement Agreement)

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Interest Period” means each period determined under this Agreement by reference to which interest on a Loan or an Unpaid Sum is calculated.

“Interpolated Term SOFR” means, in relation to any Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a) either:

(i) the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii) if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

(b) the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan.

“ITNG” means IHS Towers NG Limited (formerly known as Helios Towers Nigeria Limited), a company incorporated under the laws of Nigeria, with registration number 448308, and having its registered office at Plot 935, Idejo Street, Victoria Island, Lagos, Nigeria.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture, partnership or any other entity.

(Signature page to the Amendment and Restatement Agreement)

“Lease” means any lease which would, in accordance with IFRS, be treated as a lease liability.

“Legal Reservations” means:

(a) the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b) the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(c) the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d) the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(e) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(f) similar principles, rights and defences under the laws of any relevant jurisdiction; and

(g) any other matters which are set out as qualifications or reservations (however described) as to matters of law in the legal opinions delivered to the Finance Parties as required by the terms of any Finance Document.

“Lender” means:

(a) an Original Lender; or

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 7.2 (Increase), Clause 7.3 (Facility Increase) or Clause 30 (Changes to the Lenders),

which, in each case, has not ceased to be a Lender in accordance with the terms of this Agreement.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Majority Lenders” means, at any time, a Lender or Lenders:

(a) whose participation in the outstanding Loans and whose Available Commitments then aggregate 66⅔% or more of the aggregate of all the outstanding Loans and the Available Commitments of all the Lenders;

(b) if there is no Loan then outstanding, whose Commitments then aggregate 66⅔% or more of the Total Commitments; or

(Signature page to the Amendment and Restatement Agreement)

(c) if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66⅔% or more of the Total Commitments immediately before the reduction.

“Margin” means 3.00% per annum.

“Market Capitalisation” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of a relevant issuer of an “Equity Offering” (as defined in the Sierra Senior Notes Indenture) on the date of the declaration of the relevant dividend multiplied by (ii) 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.

“Market Disruption Rate” means the percentage rate per annum which is the aggregate of the Reference Rate and the applicable Credit Adjustment Spread.

“Material Adverse Effect” means a material adverse effect on:

(a) the business, operations, assets or financial condition of (i) the Company or (ii) the Group taken as a whole;

(b) the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents or the ability of the Company to comply with its obligations under Clause 25.2 (Financial Condition) (and, for the purposes of determining the ability of the Company to comply with its obligations under Clause 20.2 (Financial Condition) taking into account any contractual commitment of any Affiliate of the Company (other than a member of the Group) to provide an Additional Investment under Clause 20.4 (Equity Cure)); or

(c) subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

“Material Subsidiary” means a Subsidiary of the Company the gross assets, earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) or turnover of which accounts for at least 5% of the gross assets, EBITDA or turnover of the Group (the “Material Subsidiary Test”), provided that:

(a) subject to paragraph (d)(v) below, the contribution of a Subsidiary of the Company will be determined from its financial statements which were consolidated into the latest audited consolidated financial statements of the Company;

(b) the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company;

(c) if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited consolidated financial statements of the Company were prepared:

(i) the contribution of that Subsidiary will be determined from its latest financial statements; and

(ii) the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company but adjusted to take into account any subsequent acquisition or disposal of a business or a company (including that Subsidiary);

(Signature page to the Amendment and Restatement Agreement)

(d) subject to paragraph (v) below, the contribution of a Subsidiary will, if it has Subsidiaries, be determined from its consolidated financial statements;

(i) if a Material Subsidiary disposes of all or substantially all of its assets to another member of the Group, it will immediately cease to be a Material Subsidiary and the other member of the Group (if it is not the Company or already a Material Subsidiary) will immediately become a Material Subsidiary;

(ii) if a Material Subsidiary disposes of all or a material part of its assets to a person that is not a member of the Group, the Material Subsidiaries will be determined based on the most recent financial statements referred to in paragraphs (a) and (b) (or, if applicable paragraph (c)) above with a pro forma adjustment applied to take account of such disposal;

(iii) a Subsidiary of the Company (if it is not already a Material Subsidiary) will become a Material Subsidiary on completion of any other intra-Group transfer or reorganisation if it would have been a Material Subsidiary had the intra-Group transfer or reorganisation occurred on the date of the latest audited consolidated financial statements of the Company;

(iv) except as specifically mentioned in paragraph (i) above, a member of the Group will remain a Material Subsidiary until the next audited consolidated financial statements of the Company delivered to the Facility Agent pursuant to paragraph (a) of Clause 24.1 (Financial Statements) show otherwise;

(v) any Subsidiary of the Company (a “Relevant Subsidiary”) that is itself a Holding Company and which has no operations and does not undertake or carry on any business other than the ownership of shares in a Subsidiary or activities consequential on, or incidental to, its role as a Holding Company, will not be a Material Subsidiary, unless:

(vi) such Relevant Subsidiary is a borrower of Financial Indebtedness in excess of USD 10,000,000 (or the equivalent in any other currency) which is provided by a creditor that is not a member of the Group; and

(vii) the Material Subsidiary Test is met in relation to it,

provided further that any Relevant Subsidiary that is not a Material Subsidiary solely as a result of the application of this paragraph (v) will be deemed to be a “Material Subsidiary” for the purposes of Clause 27.9 (Negative Pledge), Clause 27.10 (Disposals) and Clause 27.19 (Loans or Credit); and

(e) any Subsidiary of the Company incorporated in Rwanda or Zambia shall not, at any time, constitute a Material Subsidiary unless, after the date of this Agreement:

(i) a Material Subsidiary or other Subsidiary of the Company (other than a Subsidiary of the Company that is incorporated in Rwanda or Zambia as at the date of this Agreement) transfers sufficient assets, business or undertakings to the relevant Subsidiary incorporated in Zambia or Rwanda (as applicable) and that Subsidiary satisfies the Material Subsidiary Test; or

(ii) the relevant Subsidiary of the Company incorporated in Rwanda or Zambia ceases to operate all or substantially all of its business, or all or substantially all of its assets and undertaking cease to be situated, in each case within its jurisdiction of incorporation (where such business, assets or undertaking is instead located in a different jurisdiction).

(Signature page to the Amendment and Restatement Agreement)

If there is a dispute as to whether or not a member of the Group is a Material Subsidiary, a certificate of the Auditors is, in the absence of manifest error, conclusive.

“Material Subsidiary Event of Default” means:

(a) an event of default (however defined or described) under any document evidencing Financial Indebtedness of an Original Material Subsidiary or a Material Subsidiary where the aggregate principal amount outstanding of that Financial Indebtedness is equal to or more than USD 75,000,000 (or the equivalent in any other currency);

(b) an Event of Default that would arise under Clause 28.5 (Misrepresentation) in respect of paragraph (c) of Clause 23.2 (Status) if the references in that Clause 28.5 (Misrepresentation) to an Obligor were references to a Material Subsidiary; or

(c) an Event of Default that would arise under Clause 28.8 (Insolvency) to Clause 28.11 (Cessation of Business) (inclusive), Clause 28.15 (Failure to Comply with Court Judgment) and Clause 28.16 (Litigation) if, in each case, the references in such Clauses to the Company (or, as applicable, an Obligor) were references to a Material Subsidiary (other than a Guarantor) provided that:

(i) (insofar as such Clause refers to a Material Subsidiary by virtue of this paragraph) the reference in Clause 28.15 (Failure to Comply with Court Judgment) to “having a value of at least USD 75,000,000 (or its equivalent in any other currency)” shall be deemed instead to be a reference to “which has or would be reasonably likely to have a Material Adverse Effect”; and

(ii) where the term Permitted Reorganisation is used in such Clauses, the references in the definition of Permitted Reorganisation to the Company shall be deemed to include references to a Material Subsidiary (other than a Guarantor), shall be subject to the condition that the relevant Permitted Reorganisation would not result in, or be reasonably likely to result in, the occurrence of a Material Subsidiary Event of Default.

“Money Laundering Laws” means money laundering laws, rules and regulations from time to time, in each case applicable to the Company or its Subsidiaries.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) (below)) if the numerically corresponding day is not a Business Day, that period will end on the next Business Day in the calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period will end on the last Business Day in that calendar month;

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period will end on the last Business Day in the calendar month in which that Interest Period is to end.

The rules above will only apply to the last Month of any period.

“New Lender” has the meaning given to it in Clause 30 (Changes to the Lenders).

“New Shareholder Injections” means the net cash proceeds received by the Company after the first Utilisation Date from any of the Company’s direct or indirect shareholders from any

(Signature page to the Amendment and Restatement Agreement)

subscription by that shareholder in cash for shares of the Company or capital contribution to the Company that does not result in the occurrence of a Change of Control.

“Nigeria” means the Federal Republic of Nigeria.

“Nigeria Guarantee” means the English law governed guarantee agreement dated on or around the date of the 2023 Amendment and Restatement Agreement, between each Original Nigeria Guarantor each as an original Nigeria guarantor, the Company and the Facility Agent.

“Nigeria Guarantor” means:

(d) each Original Nigeria Guarantor; and

(e) each other member of the Nigeria Group that is incorporated in Nigeria and which is an Additional Guarantor.

“Nigeria Group” means IHS Netherlands Holdco B.V. and its Subsidiaries from time to time.

“Nigeria Group Credit Facility” means:

(a) the up to NGN 165,000,000,000 term credit facility agreement dated on 3 January 2023 between, amongst others, each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and each of the financial institutions named therein as original lenders, as amended from time to time; and

(b) the up to NGN 55,000,000,000 revolving credit facility agreement dated on 3 January 2023 between, amongst others, each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and each of the financial institutions named therein as original lenders, as amended from time to time.

“Nigeria Obligor” means each Obligor incorporated in Nigeria.

“Nigeria Shareholder Loan” means any loan made by the Company, IHS Netherlands (Interco) Coöperatief U.A. or an Affiliate of the Company (other than any member of the Nigeria Group) to any of IHS (Nigeria) Limited, IHS Towers NG Limited, INT Towers Limited or IHS Netherlands Holdco B.V. which is subordinated to the claims of the Finance Parties under this Agreement pursuant to the Subordination Agreement or otherwise on terms satisfactory to the Majority Lenders.

“Non-Consenting Lender” means any Lender who does not and continues not to consent or agree to a waiver or amendment where:

(a) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(b) the consent, waiver or amendment in question requires the approval of all the Lenders; and

(c) the Majority Lenders have consented or agreed to such waiver or amendment.

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause 31.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates).

“Obligor” means the Company and each Guarantor.

(Signature page to the Amendment and Restatement Agreement)

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“Original Bond Obligor” means a member of the Group that issues the Senior Notes or is a guarantor of the Senior Notes as at the date of issuance of the Senior Notes.

“Original Financial Statements” means the audited consolidated financial statements of the Company and its Subsidiaries for its financial year ended 31 December 2019.

“Original Material Subsidiary” means each of IHS (Nigeria) Limited, INT Towers Limited, ITNG, IHS Cameroon S.A., IHS Côte d’Ivoire S.A., IHS Towers South Africa Proprietary Limited, IHS Brasil – Cessão de Infraestruturas S.A. and I-Systems Soluções de Infraestrutura S.A..

“Original Nigeria Guarantor” means each of IHS Towers NG Limited, IHS (Nigeria) Limited and INT Towers Limited.

“Original Obligor” means the Company, each Original Facility Guarantor and each Original Nigeria Guarantor.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the necessary registrations, acknowledgements of registration, filing, endorsements, notations in stock registries (accompanied by any necessary certifications), notarisation, stampings and/or notifications of the Security Documents and/or the Security created thereunder in each case necessary for the perfection, priority, validity, enforceability and admissibility of the Security created under the Security Documents.

“Performance Standards” means the International Finance Corporation (IFC) Performance Standards on Social & Environmental Sustainability, effective 1 January 2012.

“Permitted Acquisition” means any acquisition:

(a) pursuant to a Permitted Reorganisation or Permitted Transaction;

(b) to which the Facility Agent (acting on the instructions of the Majority Lenders) has given prior written consent;

(c) of assets, a person, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company (or purchase of shares in a shelf company) for the purpose of effecting such acquisition, but only if:

(i) no (A) Default is continuing or (B) mandatory prepayment event under Clause 12.4 (Mandatory Prepayment – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph (c) of Clause 12.4 (Mandatory Prepayment – Sanctions Etc.) has not expired in relation to any Lender, in each case, on the date on which the relevant member of the Group enters into a legal commitment for that acquisition or is incorporated, or is reasonably likely to occur as a result of that acquisition or that legal incorporation;

(ii) without prejudice to Clause 27.4 (Sanctions), the assets the subject of the acquisition are not subject to Sanctions and the assets are not located in, nor

(Signature page to the Amendment and Restatement Agreement)

does the person the subject of the acquisition carry out any of its business in, a Sanctioned Country at the time of the acquisition;

(iii) subject to Clause 27.25 (Conditions Subsequent); if, upon the acquisition or incorporation of the relevant company it would become a member of the Nigeria Group, the relevant company becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors); and

(iv) in the case of an acquisition by a member of the Group of a person that would become a Material Subsidiary (or a Holding Company of such person) only, the relevant member of the Group has delivered to the Facility Agent, not later than the date falling 10 Business Days after the date on which the relevant member of the Group enters into a legal commitment for the relevant acquisition, an updated Financial Plan assuming completion of such acquisition on that date, for the period until the Termination Date from the date on which the relevant member of the Group enters into a legal commitment for such proposed acquisition, and the revised Financial Plan shows that the Company will not be in breach or default in respect of any of the financial covenants set out in Clause 25 (Financial Covenants) at any time during that period;

(d) made between members of the Group;

(e) pursuant to an issue of shares by a member of the Group (other than a member of the Nigeria Group) to another member of the Group, by a member of the Nigeria Group to another member of the Nigeria Group, or by the Company to the extent not giving rise to a Change of Control; and

(f) comprising the acquisition of securities which are Cash Equivalent Investments.

“Permitted Disposal” means any sale, lease, transfer or disposal:

(a) of assets by the Group in the ordinary course of trading or business activities;

(b) between members of the Group (other than by a member of the Nigeria Group);

(c) between members of the Nigeria Group;

(d) of assets in exchange for other assets comparable or superior as to type, value or quality;

(e) the decommissioning of any towers, including but not limited to in connection with tower consolidation purposes;

(f) of obsolete or redundant assets no longer required for the relevant person’s business;

(g) of cash by way of a Permitted Loan;

(h) of cash pursuant to Clause 27.18 (Dividends and Share Redemption) or a “Permitted Payment”;

(i) of Cash Equivalent Investments for a comparable amount of cash or in exchange for a comparable amount of other Cash Equivalent Investments;

(j) arising as a result of the creation of any Permitted Security, or (in the case of any member of the Group which is not an Obligor) the creation of any Security to the extent not prohibited by the terms of the Agreement, a Permitted Reorganisation or a Permitted Transaction;

(Signature page to the Amendment and Restatement Agreement)

(k) of cash to the extent not otherwise prohibited by the terms of this Agreement;

(l) constituted by a licence of intellectual property rights;

(m) constituted by a licence or sub-licence in the ordinary course of trading or business activities;

(n) constituted by a lease or licence of real property arising in the ordinary course of trading or business activities of the disposing entity;

(o) any share sale or issuance by the Company, a Guarantor or a Material Subsidiary or share issuance by any member of the Group or arising as a result of such share sale or issuance;

(p) arising as a result of the sale of towers, provided that such towers are replaced by towers with an aggregate fair market value that is equal to or greater than the aggregate fair market value of the towers sold;

(q) of trade receivables earned during a previous accounting period on a non-recourse basis (which may include recourse in respect of warranties and indemnities as to title and validity that are customarily provided in such non-recourse arrangements) and provided that such transaction does not have the commercial effect of a borrowing;

(r) arising as a result of the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of trading or business activities or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(s) arising as a result of a foreclosure, condemnation or any similar action 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;

(t) arising as a result of a seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority which in each case does not constitute (i) an Event of Default pursuant to Clause 28.10 (Creditors’ Process or Expropriation) or (ii) a mandatory prepayment event pursuant to Clause 12.3 (Mandatory Prepayment – Material Subsidiary Event of Default);

(u) of treasury shares by any member of the Group that are held following the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of the Company or any Subsidiary of the Company 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;

(v) by the Group (other than an Obligor or a Material Subsidiary)  to the extent not otherwise restricted by the terms of this Agreement;

(w) to a Joint Venture, to the extent permitted by Clause 27.12 (Joint Ventures); and

(x) arising under any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of USD 25,000,000 (or its equivalent in other currencies) and an amount equal to zero point eight per cent. (0.8%) of Total Assets.

(Signature page to the Amendment and Restatement Agreement)

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a) arising under the Finance Documents;

(b) arising under the IHS Holding Term Facility;

(c) arising under a Nigeria Group Credit Facility;

(d) arising under a Senior Notes Indenture;

(e) arising under a Permitted Loan or a Permitted Guarantee;

(f) under any Lease;

(g) comprising of deferred consideration arising in connection with a Permitted Acquisition, provided that:

(i) such deferred consideration shall not exceed 75% of the total consideration (excluding any post-completion adjustments and/or earnouts) for that Permitted Acquisition;

(ii) the deferred consideration is payable in full by no later than the date falling 18 months after the completion date for that Permitted Acquisition; and

(iii) if such deferred consideration is not paid or discharged when due, it shall be either:

(A) automatically converted into an equitable interest in the Company, with the Company having no residual indebtedness or other liability in connection with such deferred consideration following such conversion; or

(B) subordinated to the claims of the Finance Parties under this Agreement on terms satisfactory to the Majority Lenders;

(h) under derivative transactions entered into in connection with protection against or benefit from fluctuation in any interest or currency rates or commodity prices that arise in the ordinary course of trading or business, but not transactions for investment or speculative purposes;

(i) of a member of the Group (other than the Company or any member of the Nigeria Group), provided that such Financial Indebtedness does not exceed the Priority Debt Cap at any time;

(j) arising under any refinancing of any Permitted Financial Indebtedness;

(k) arising under any Existing Material Subsidiary Debt Facility;

(l) of any person acquired by the Company or any member of the Group after the date of this Agreement (which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased in contemplate of, or since, that acquisition), provided that such acquisition is a Permitted Acquisition and the Company has delivered to the Facility Agent a Financial Plan referred to in paragraph (c) of the definition of Permitted Acquisition;

(m) arising under any letter of credit, banker’s acceptances, overdrafts or daylight borrowing facilities entered into by a member of the Group in the ordinary course of trading or business activities;

(Signature page to the Amendment and Restatement Agreement)

(n) any liability arising as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or VAT purposes or of any other jurisdiction having similar effect;

(o) any liability in respect of any member of the Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; and

(p) of a member of the Group, which is not permitted by the preceding paragraphs, provided that the Leverage Ratio and Interest Cover Ratio, calculated by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Facility Agent in accordance with Clause 24.1 (Financial Statements) and the relevant Compliance Certificate, after giving pro forma effect to the incurrence of such Financial Indebtedness in full and adjusted for the incurrence of other indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 25.2 (Financial Condition).

“Permitted Guarantee” means:

(a) the endorsement of negotiable instruments in the ordinary course of trading or business activities of any member of the Group;

(b) any guarantee, performance or similar bond guaranteeing performance by any member of the Group under any contract entered into in the ordinary course of trading or business activities of the Group;

(c) any guarantee given by a member of the Group in relation to or comprising of Permitted Financial Indebtedness (other than under paragraph (e) or paragraph (i) of the definition of Permitted Financial Indebtedness);

(d) any guarantee given by a member of the Group (other than by any member of the Nigeria Group) in relation to any Financial Indebtedness incurred under paragraph (i) of the definition of Permitted Financial Indebtedness;

(e) any guarantee given by the Company in favour of a creditor in respect of any Financial Indebtedness of a Subsidiary of the Company, where the aggregate Financial Indebtedness of that Subsidiary does not exceed 1.5 times its equity value (being the sum of that Subsidiary’s paid up capital and the amount of any shareholder loans made available to it, calculated by reference to the pro forma financial statements of that Subsidiary);

(f) any guarantee listed in Schedule 12 (Existing Guarantees), together with any guarantees replacing any of the same where the aggregate liability under the replacement guarantee is not greater than the aggregate liability under the guarantee being replaced (or to the extent greater, would be permitted under another paragraph of this definition);

(g) any guarantee or indemnity given by the Company in connection with an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which guarantee or indemnity is in customary form and subject to customary limitations;

(h) any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

(Signature page to the Amendment and Restatement Agreement)

(i) any liability arising 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;

(j) any liability in respect of any member of the Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code;

(k) any guarantee not otherwise permitted given by a member of the Group in respect of any indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness guaranteed by any member of the Group under this paragraph, without double counting) does not at any time exceed the greater of USD 75,000,000 (or its equivalent in other currencies) and 3.0% of the Total Assets, provided that the aggregate principal amount of indebtedness guaranteed by a member of the Nigeria Group under this paragraph shall not at any time (when aggregated with the principal amount of any other indebtedness guaranteed by any other member of the Nigeria Group under this paragraph, without double counting) exceed USD 75,000,000; and

(l) guarantees not otherwise permitted where the aggregate liability of members of the Group under all such guarantees does not exceed USD 10,000,000 (or its equivalent in other currencies) in total at any time.

“Permitted Joint Venture” means any investments in any Joint Venture, but only if:

(a) no:

(i) Default is continuing; or

(ii) mandatory prepayment event under Clause 12.4 (Mandatory Prepayment – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph (c) of Clause 12.4 (Mandatory Prepayment – Sanctions Etc.) has not expired in relation to any Lender,

in each case, on the date the Company (or, as applicable, member of the Group) enters into a legal commitment to make an investment in the Joint Venture, or is reasonably likely to occur as a result of the Company’s (or, as applicable, member of the Group’s) investment into that Joint Venture;

(b) no co-investor, partner or other investor in such Joint Venture is a Restricted Party;

(c) none of the assets owned by, or the subject of, the Joint Venture are located in a Sanctioned Country; and

(d) none of the Joint Venture’s business operations is or will be carried out in any Sanctioned Country and the Joint Venture is not incorporated or established in a Sanctioned Country,

and further provided that, solely in relation to any investment by any member of the Nigeria Group, in any Financial Year the aggregate of:

(i) all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the Nigeria Group;

(ii) the contingent liabilities of any member of the Nigeria Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

(iii) the market value of any assets transferred by any member of the Nigeria Group to any such Joint Venture,

(Signature page to the Amendment and Restatement Agreement)

does not exceed USD50,000,000 (or its equivalent in other currencies).

“Permitted Loan” means:

(a) any trade credit extended by the Company, an Obligor or a Material Subsidiary to its customers on normal commercial terms and in the ordinary course of trading or business activities;

(b) any loan made by any member of the Group to any other member of the Group, provided that the aggregate amount of all loans made by any member of the Nigeria Group to Subsidiaries of the Company (other than to a member of the Nigeria Group) does not exceed USD 50,000,000 (or its equivalent in other currencies) at any time;

(c) a loan made by the Company, an Obligor or a Material Subsidiary to an employee or director of the Group, provided that the amount of that loan when aggregated with the amount of all loans to employees and directors by the Company, an Obligor or a Material Subsidiary does not exceed the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent. (0.5%) of Total Assets at any time;

(d) a loan made by the Company to any party that is a co-investor with the Company or any of its Subsidiaries in a Joint Venture, for the purposes of funding that co-investor’s investment in the Joint Venture, provided that such Joint Venture is consolidated for accounting purposes by the Company on or promptly after the date of such investment; and

(e) any loans or credit not falling into any of the above paragraphs provided that the aggregate principal amount of all such loans or credit does not at any time exceed USD 55,000,000 (or the equivalent in any other currency).

“Permitted Payment” means:

(a) a payment of scheduled interest and or principal payment under loans permitted under paragraph (b) of Permitted Loan;

(b) a payment by the Company in connection with management and related holding company fees and expenses payable to any of its Affiliates, provided that:

(i) no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii) the Relevant Test set out in paragraph (f) below is satisfied in respect of such payment;

(c) repurchases of management equity in an amount of up to the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent. (0.5%) of Total Assets at any time in any Financial Year, provided that:

(i) no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii) the Relevant Test set out in paragraph (f) below is satisfied in respect of such payment;

(d) payments made or expected to be made by the Company pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of the Company or any

(Signature page to the Amendment and Restatement Agreement)

Subsidiary of the Company 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;

(e) a declaration and payment by the Company of dividends on the common stock or common equity interests of the Company or any Holding Company following an Equity Offering of such common stock or common equity interests, provided that:

(i) no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii) such amount does not exceed in any fiscal year:

(A) 6.00% of the net cash proceeds received by the Company from such Equity Offering or contributed to the equity (other than through the issuance of “Disqualified Stock” or “Designated Preference Shares” (each as defined in the Sierra Senior Notes Indenture) or through an “Excluded Contribution” or “Excluded Amounts” or a “Parent Debt Contribution” (each as defined in the Sierra Senior Notes Indenture)) of the Company; and

(B) following an Equity Offering, an amount equal to 6.00% of the Market Capitalisation provided that, in the case of this clause (B) after giving pro forma effect to such loans, advances, dividends or distributions, the Leverage Ratio shall be equal to or less than 4.00 to 1.00; and

(f) a payment not otherwise permitted by the preceding paragraphs, by the Company, provided that:

(i) no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii) the Leverage Ratio and Interest Cover Ratio, calculated at the time such payment is to be made (on a pro forma basis after including in the calculations of such ratio the amount of the payment to be made), calculated by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Facility Agent in accordance with Clause 24.1 (Financial Statements) and the relevant Compliance Certificate, adjusted for the incurrence of any Financial Indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 25.2 (Financial Condition) (the “Relevant Test”),

and, for the avoidance of doubt, the Relevant Test will also apply to any payment referred to in paragraphs (b) and (c) above.

“Permitted Reorganisation” means:

(a) a reorganisation on a solvent basis involving the business or assets of, or shares of any member of the Group:

(i) where the relevant member of the Group remains the surviving entity and the jurisdiction of incorporation of such member of the Group remains the same; and

(Signature page to the Amendment and Restatement Agreement)

(ii) where the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent security over the same or substantially equivalent assets (to the extent such assets, shares or other interests are not disposed of as permitted under this Agreement) and, to the extent applicable, benefit from the same or substantially equivalent guarantees, but subject always to, the terms of this Agreement (and the Facility Agent has received a legal opinion to this effect in form and substance satisfactory to it);

(b) for the purposes of the definitions of Permitted Acquisition and Permitted Disposal only, in respect of a Material Subsidiary which is not a Guarantor, a reorganisation involving the business or assets of, or shares of that entity where the relevant entity remains the surviving entity and the jurisdiction of incorporation of the relevant entity remains the same;

(c) a transfer of all of the issued share capital of the Company to a newly incorporated holding company, subject to the conditions in the definition of Change of Control;

(d) any merger or reorganisation of two or more members of the Group (other than the Company) where either:

(i) one of such members of the Group is the surviving entity; or

(ii) the issued share capital of all such entities is transferred to another existing member of the Group or a newly incorporated entity,

in each case, provided that:

(A) where a member of the Group is the surviving entity, the jurisdiction of incorporation of such member of the Group remains the same;

(B) where a newly incorporated entity is the surviving entity, its jurisdiction of incorporation is the same as that of any member of the Group undergoing such merger or reorganisation; and

(C) where any such member of the Group subject to such merger or reorganisation is an Obligor:

(1) the surviving entity is an Obligor; or

(2) if, as a result of the laws applicable in the jurisdiction of the entities subject to such merger or reorganisation, it is not possible for the surviving entity to effectively accede to this Agreement as a Guarantor prior to the date of such merger or reorganisation, the Company shall provide written notice to the Facility Agent on or around the date of completion of the relevant merger or reorganisation of such merger or reorganisation occurring (the “Effective Reorganisation Date”) and procure that the surviving entity shall accede to this Agreement promptly and in any event within no more than 10 Business Days of the Effective Reorganisation Date; and

(e) any other reorganisation approved by the Majority Lenders.

(Signature page to the Amendment and Restatement Agreement)

“Permitted Security” means:

(a) any charge or lien (including any netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes) arising by operation of law and in the ordinary course of trading or business activities of the Company or a Material Subsidiary and not as a result of any default or omission by the Company or the Material Subsidiary;

(b) any retention of title arrangements, hire purchase or conditional sale arrangement or arrangements having similar effect arising in the ordinary course of trading or business activities of the Company or a Material Subsidiary with suppliers of goods to the Company or a Material Subsidiary on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Company or the relevant Material Subsidiary and which is discharged within a period of time customary for such arrangements;

(c) any Security created:

(i) under or pursuant to any Finance Document (including the Security Documents); or

(ii) in connection with a Bridge Facility, provided that the Security granted is only over the shares (or similar ownership interests) in, or any receivables owed to or by, or any assets of:

(A) the relevant target acquired using funds made available pursuant to that Bridge Facility;

(B) the relevant bidco or bidcos incorporated for the purposes of acquiring that target or its assets; and/or

(C) the Holding Company (other than an Obligor) of that bidco or bidcos;

(d) any Security or Quasi-Security listed in Schedule 11 (Existing Security), together with any Security or Quasi-Security replacing any of the same where the assets subject to the replacement Security or Quasi-Security are the same (or part of the same) assets subject to the Security or Quasi-Security being replaced;

(e) any netting or set-off arrangement entered into under a derivative transaction and excluding any Security or Quasi-Security under a credit support arrangement;

(f) any Security over or affecting any asset acquired by the Company or a Material Subsidiary after the date of this Agreement, if:

(i) the Security was not created in contemplation of the acquisition of that asset by the Company or the Material Subsidiary;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the Company or the Material Subsidiary; and

(iii) such Security is released or discharged within three months of the date of acquisition of the asset (unless permitted to remain under any other paragraph of this definition);

(g) any Security arising under any Lease over the operating asset subject to the Lease provided that the Financial Indebtedness secured thereby is permitted pursuant to the Finance Documents;

(Signature page to the Amendment and Restatement Agreement)

(h) any Security over goods and documents of title to goods arising in the ordinary course of a documentary credit transaction entered into in the ordinary course of trading or business activities of the Company or a Material Subsidiary;

(i) any netting or set-off arrangement entered into by the Company or a Material Subsidiary arising in connection with a cash management or pooling arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or a Material Subsidiary but only so long as (i) such arrangement is not established with the primary intention of preferring any lenders, and (ii) any overdraft facility connected with such arrangement is permitted under the Finance Documents;

(j) any Security over rental deposits arising in the ordinary course of trading or business activities of the Company or a Material Subsidiary in respect of any property leased or licensed by the Company in respect of amounts representing not more than 12 Months’ rent payments for that property;

(k) any Security over bank accounts granted as part of that the relevant bank’s standard terms and conditions (including but not limited to any Security or Quasi-Security arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in a jurisdiction where a member of the Group has a bank account pursuant to its general terms and conditions);

(l) any Security relating to payments into court or arising under any court order or injunction or security for costs arising in connection with any litigation or court proceedings being contested by the Company or a Material Subsidiary in good faith (and which do not otherwise give rise to an Event of Default);

(m) any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by the Company or a Material Subsidiary in good faith by appropriate proceedings and which do not otherwise give rise to an Event of Default and would not otherwise be reasonably expected to have a Material Adverse Effect;

(n) any Security over cash paid into an escrow account by any third party, the Company, an Obligor or a Material Subsidiary pursuant to any customary deposit or retention of purchase price arrangements entered into pursuant to any Permitted Acquisition;

(o) any Security arising automatically by operation of law in favour of any government authority or organisation in respect of taxes, assessments or governmental charges which are being contested by the Company or a Material Subsidiary in good faith by appropriate proceedings and which would not be reasonably expected to have a Material Adverse Effect and in respect of which the Company or a Material Subsidiary has made adequate reserves;

(p) 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 the Financial Indebtedness in relation to which such letters of credit or bank guarantees relate is permitted under the Finance Documents;

(q) any Security on property or assets of a member of the Group (that is not a member of the Nigeria Group) to secure indebtedness of that member of the Group or any other Subsidiary of the Company that is not a member of the Nigeria Group, to the extent

(Signature page to the Amendment and Restatement Agreement)

such Security is securing Financial Indebtedness incurred under paragraph (i) of the definition of Permitted Financial Indebtedness;

(r) any Security or Quasi-Security 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 to secure letters of credit issued to assure payment of such obligations) or in connection with bids, tenders, contracts or leases to secure licenses, public or statutory obligations, in each case, incurred in the ordinary course of trading or business;

(s) any Security or Quasi-Security on cash, Cash Equivalent Investments or other property arising in connection with the defeasance, discharge or redemption of Financial Indebtedness in the ordinary course of such Financial Indebtedness provided that no Event of Default is continuing at the date such Security or Quasi-Security is granted;

(t) any Security or Quasi-Security 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 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;

(u) any Security or Quasi-Security on property or assets under construction (and related rights) in favour of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets provided that such Security or Quasi-Security is released as soon as reasonably practicable (taking into consideration any relevant local law limitations and formalities) upon the discharge or release in full of the obligations secured by such Security or Quasi-Security;

(v) any Security or Quasi-Security created with the prior written consent of the Majority Lenders; and

(w) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Company or any member of the Group other than any permitted under the preceding paragraphs) does not at any time exceed the greater of USD 100,000,000 (or its equivalent in other currencies) and 2.0% of the Total Assets at any time outstanding.

“Permitted Transaction” means:

(a) any transaction (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading or business activities of the relevant person on arm’s length terms;

(b) the liquidation (solvent or otherwise) of any member of the Group that is not a Material Subsidiary and is not an Obligor and which, at such point in time, is not a party to any agreement or other transactions and does not trade and provided that:

(i) as a result of such liquidation, all assets (to the extent existing after the relevant liquidation or to the extent not otherwise permitted to be disposed of) of that member of the Group are transferred to another member of the Group; and

(Signature page to the Amendment and Restatement Agreement)

(ii) such liquidation could not reasonably be expected to have a material and adverse impact (directly or indirectly) on the Company, any other Obligor or any Material Subsidiary (whether pursuant to any requirement to make payment under a guarantee or otherwise); and

(c) the solvent liquidation or sale, lease, license, transfer or other disposal of Nigeria Tower Interco B.V..

“Priority Debt Cap” means the greater of USD 1,890,000,000 and 200% of EBITDA of the Group.

“Pro Rata Share” means, at any time:

(a) for the purpose of determining a Lender’s participation in a Utilisation, the proportion which its Available Commitment then bears to the Available Facility; and

(b) for any other purpose:

(i) the proportion which a Lender’s participation in the Loans then bears to all the Loans;

(ii) if there is no Loan then outstanding, the proportion which its Commitment then bears to the Total Commitments; or

(iii) if there is no Loan then outstanding and the Total Commitments have been reduced to zero, the proportion which its Commitment bore to the Total Commitments immediately before the reduction.

“Quarterly Financial Statements” has the meaning given to it in of Clause 24.1 (Financial Statements).

“Quasi-Security” has the meaning given to it in Clause 27.9 (Negative Pledge).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined two US Government Securities Business Days before the first day of that period (unless market practice differs in the relevant syndicated loan market, in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).

“Receiver” means a receiver, a receiver and manager, or an administrative receiver of the whole or any part of the Security Assets.

“Reference Rate” means, in relation to any Loan:

(a) the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 15.1 (Unavailability of Term SOFR).

“Refinancing Facility” means any facility which refinances (a) any Existing Material Subsidiary Debt Facility provided to a Material Subsidiary prior to the Second Effective Date or (b) another Refinancing Facility.

“Related Fund” in relation to a fund (the “first fund”) means:

(a) a fund which is managed or advised by the same investment manager or investment adviser as the first fund; or

(Signature page to the Amendment and Restatement Agreement)

(b) if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means in relation to an Obligor or, where applicable, a Material Subsidiary:

(a) its jurisdiction of incorporation; and

(b) any jurisdiction where any asset subject to any Security created or expressed to be created by it under a Security Document is situated.

“Relevant Lenders” has the meaning given to it in Clause 9.1 (Initial Conditions Precedent).

“Relevant Market” means the market for overnight cash borrowing collateralised by US Government securities.

“Relevant Period” has the meaning given to it in Clause 25.1 (Financial Definitions).

“Repeating Representations” means:

(a) in relation to the Company, each of the representations and warranties set out in paragraphs (a) and (b) of Clause 23.2 (Status), Clauses 23.3 (Binding Obligations) to 23.7 (Governing Law and Enforcement) (inclusive), and paragraph (a) of Clause 23.10 (No Default), Clause 23.15 (Good Title) and paragraph (a)(i) of Clause 23.20 (Sanctions); and

(b) in relation to a Guarantor, each of the representations and warranties set out in paragraph (b) of Clause 23.2 (Status), Clause 23.3 (Binding Obligations), Clause 23.4 (Non-Conflict with other Obligations), Clause 23.5 (Power and Authority), Clause 23.6 (Validity and Admissibility in Evidence), Clause 23.7 (Governing Law and Enforcement), paragraph (a) of Clause 23.10 (No Default) and paragraph (a)(i) of Clause 23.20 (Sanctions).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 9 (Form of Resignation Letter), with any amendments the Facility Agent and the Company may agree.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Party” means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of a person listed on, any Sanctions List;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf or at the direction of, a person located in or organised under the laws of a country or territory which is a Sanctioned Country; or

(c) otherwise a target of Sanctions (“target of Sanctions” meaning a person with whom a US person or other legal or natural person subject to the jurisdiction or authority of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities without all appropriate licenses or exemptions issued by all applicable Sanctions Authorities).

(Signature page to the Amendment and Restatement Agreement)

“Rialto Senior Notes” means the senior notes issued by IHS Netherlands Holdco B.V. pursuant to the terms of the Rialto Senior Notes Indenture, together with any additional notes issued from time to time under the Rialto Senior Notes Indenture entered into by IHS Netherlands Holdco B.V. as issuer.

“Rialto Senior Notes Indenture” means the senior notes indenture dated 18 September 2019 in connection with the Rialto Senior Notes between, among others, IHS Netherlands Holdco B.V. as issuer and Citibank, N.A., London Branch as trustee, principal paying agent, transfer agent and registrar, as amended and supplemented by a first supplemental indenture dated 17 June 2021 between, among others, IHS Netherlands Holdco B.V.as issuer and Citibank, N.A., London Branch as trustee, principal paying agent, transfer agent and registrar and as amended and supplemented from time to time.

“Rollover Loan” means one or more Loans:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan; and

(c) made or to be made for the purpose of refinancing the maturing Loan.

“Sanctioned Country” means a country or territory which is, or whose government is, the subject or target of comprehensive country-wide or territory-wide Sanctions (being, at the Second Effective Date, Crimea, Cuba, Iran, North Korea, Russia, Syria and the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea region of Ukraine).

“Sanctions” means the trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(a) the United States of America;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom;

(e) France;

(f) the Cayman Islands government, including pursuant to any sanctions legislation extended to the Cayman Islands by order of the His Majesty in Council; and/or

(g) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and His Majesty’s Treasury,

(together, the “Sanctions Authorities”).

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons”, the “Sectoral Sanctions Identifications List” and the “List of Foreign Sanctions Evaders” maintained by the Office of Foreign Assets Control, the “Consolidated List of Financial Sanctions Targets” and the “List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilising the Situation in Ukraine” maintained by His Majesty’s Treasury, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

(Signature page to the Amendment and Restatement Agreement)

“Second Effective Date” has the meaning given to the term “Restatement Effective Date” in the 2023 Amendment and Restatement Agreement.

“Secured Party” means a Finance Party, Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien, assignment by way of security, hypothecation or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent” means any person which accedes to this Agreement in such a capacity in accordance with Clause 33.12 (Appointment and Resignation of an Agent).

“Security Asset” means each asset of the Company which from time to time is, or is intended to be, subject to a Security Document.

“Security Document” means any document evidencing or creating (or expressed to evidence or create) security over any asset to secure any obligation of the Company under the Finance Documents.

“Senior Notes” means

(a) the Rialto Senior Notes; and

(b) the Sierra Senior Notes.

“Senior Notes Indenture” means:

(a) the Rialto Senior Notes Indenture; and

(b) the Sierra Senior Notes Indenture.

“Shareholder Loan” means:

(a) a Company Shareholder Loan; and

(b) any Nigeria Shareholder Loan.

“Sierra Senior Notes” means the senior notes issued by the Company pursuant to the terms of the Sierra Senior Notes Indenture, together with any additional notes issued from time to time under the Senior Notes Indenture entered into by the Company as issuer.

“Sierra Senior Notes Indenture” means the senior notes indenture dated 29 November 2021 in connection with the Sierra Senior Notes between, among others, the Company as issuer and Lucid Trustee Services Limited as trustee, as amended and supplemented from time to time.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over publication of that rate).

“Specified Time” means a day or time determined in accordance with Schedule 13 (Timetables).

“Sponsor Affiliate” means an Affiliate of the Company provided that any direct or indirect shareholder of the Company shall not constitute a Sponsor Affiliate (save for a shareholder which owns, legally and beneficially, more than 50% of the shares in the Company).

(Signature page to the Amendment and Restatement Agreement)

“Subordination Agreement” means the subordination agreement entered into on or around the Second Effective Date between, among others, the Company, IHS Netherlands Holdco B.V., IHS (Nigeria) Limited, IHS Towers NG Limited, INT Towers Limited, IHS Netherlands (Interco) Coöperatief U.A., IHS FinCo Management Limited and the Facility Agent.

“Subsequent Bond Obligor” means a member of the Group (other than the Company or any Original Bond Obligor) which is a guarantor in respect of the Senior Notes.

“Subsidiary” means, with respect to any specified person:

(a) 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 indirectly, by that person or one or more of the other Subsidiaries of that person (or a combination thereof);

(b) 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; or

(c) 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.

“Tax” means 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 them) imposed or demanded by a governmental or other related authority.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either an increase in a payment made by the Company to a Finance Party under Clause 17.2 (Tax Gross-Up) or a payment under Clause 17.3 (Tax Indemnity).

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Termination Date” means 30 October 2026.

“Third Parties Act” means the Contracts (Rights of Third Parties) Act 1999.

“Total Commitments” means, subject to Clause 7.3 (Facility Increase), the aggregate of the Commitments, being USD 300,000,000 at the Second Effective Date.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading or business of that member of the Group which, in

(Signature page to the Amendment and Restatement Agreement)

each case, is not (or will not be) outstanding for a period longer than 12 months from the date such instrument is issued.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate), with any amendments the Facility Agent may approve or reasonably require, or any other form agreed between the Facility Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

“UK” means the United Kingdom of Great Britain and Northern Ireland.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“Unpaid Sum” means any sum due and payable but unpaid by the Company under the Finance Documents.

“US” means the United States of America.

“US Government Securities Business Day” means any day other than:

(a) a Saturday or Sunday; and

(b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is or is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form of Utilisation Request).

“VAT” means:

(a) any value added tax imposed by the Value Added Tax Act 1994;

(b) any Tax imposed in compliance with Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c) any other Tax of a similar nature whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such Tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.

“White List” means the agreed list of entities provided by the Company to the Facility Agent, pursuant to Clause 9.1 (Initial Conditions Precedent).

(Signature page to the Amendment and Restatement Agreement)

“Write-Down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(c) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

6.2 Construction

(a) Unless this Agreement expressly provides to the contrary, any reference in this Agreement to:

(i) a Party or any other person includes its successors in title, permitted assigns and permitted transferees to, or of, all or any combination of its rights and obligations under the Finance Documents;

(ii) an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly;

(iii) assets includes present and future properties, revenues and rights of every description;

(iv) a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(Signature page to the Amendment and Restatement Agreement)

(v) disposal includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(vi) guarantee means (other than in Clause 21 (Guarantee and Indemnity) and the Nigeria Guarantee) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii) a Finance Document or any other agreement or instrument includes (without prejudice to any restriction on amendments) any amendment to that Finance Document or other agreement or instrument, including any change in the purpose of, any extension of or any increase in the amount of a facility or any additional facility;

(viii) a group of Lenders includes all the Lenders and a group of Finance Parties includes all the Finance Parties;

(ix) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) know your customer checks is the identification checks that a Finance Party requests to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(xi) a person includes any individual, firm, company, exempted company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consortium), or any other entity (whether or not having separate legal personality);

(xii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which a person to which it applies is generally accustomed to comply) of any governmental, inter- governmental or supranational body, agency or department, or of any regulatory, self-regulatory or other authority or organisation;

(xiii) a currency is a reference to the lawful currency for the time being of the relevant country;

(xiv) a provision of law is a reference to that provision as amended and includes any subordinate legislation; and

(xv) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is for a period equal in length to an Interest Period will disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) A Clause or a Schedule is a reference to a clause of or a schedule to this Agreement.

(d) The headings in this Agreement are for ease of reference only and do not affect its interpretation.

(Signature page to the Amendment and Restatement Agreement)

(e) EUR denotes the lawful currency of the Participating Member States.

(f) NGN denotes the lawful currency of Nigeria.

(g) $, USD, US dollars and dollars denote the lawful currency of the United States of America.

(h) Unless this Agreement expressly provides to the contrary:

(i) a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;

(i) a Default (including an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is also continuing if the Facility Agent has accelerated in full all amounts outstanding under the Finance Documents at a time when an Event of Default was otherwise continuing; and

(ii) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of any Obligor is outstanding or any Commitment is in force under the Finance Documents.

(iii) Any reference within a Clause to this Clause means the entirety of that Clause.

(j) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i) any replacement page of that information service which displays that rate; and

(ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Company.

6.3 Third Party Rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to paragraph (b) of Clause 43.3 (Other Exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

6.4 Dutch Terms

In this Agreement, where it relates to a Dutch person or the context so requires, a reference to:

(a) The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands;

(b) works council means each works council (ondernemingsraad) or central or groups works council (central of groeps ondernemingsraad) having jurisdiction over that person;

(Signature page to the Amendment and Restatement Agreement)

(c) a necessary action to authorise includes any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden), followed by a positive advice (advies) from the works council of that person;

(d) financial assistance includes any act contemplated by Section 2:98c of the Dutch Civil Code;

(e) constitutional documents means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

(f) a security interest or security includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);

(g) a winding-up, administration or dissolution includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(h) a moratorium includes surseance van betaling and a moratorium is declared includes surseance verleend;

(i) any procedure or step taken in connection with insolvency proceedings includes that person having filed a notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990);

(j) a liquidator includes a curator;

(k) an administrator includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(l) a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(m) an attachment includes a beslag.

6.5 Exchange Rate Fluctuations and Baskets

When applying any baskets, monetary limits, thresholds and other exceptions to the representations and warranties, undertakings, Events of Default and Material Subsidiary Events of Default under the Finance Documents, the equivalent to an amount in dollars as on the date of the relevant member of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or other relevant action shall be applicable. No Event of Default, Material Subsidiary Event of Default or breach of any representation and warranty or undertaking under the Finance Documents shall arise merely as a result of a subsequent change in the dollar equivalent.

6.6 Electronic Signatures

The Parties acknowledge and agree that they may execute the Finance Documents and any variation or amendment to the same, by electronic instrument. The Parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on any Finance Document shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating such Finance Document, and evidencing the parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an

(Signature page to the Amendment and Restatement Agreement)

electronic signature, the Parties authorise each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

7. The Facility

7.1 The Facility

(a) Subject to the terms of this Agreement, the Lenders make available to the Company a revolving loan facility in an aggregate amount equal to the Total Commitments.

(b) The terms of this Agreement shall only come into force on 1 April 2020.

7.2 Increase

(a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 12.9 (Right of Cancellation in Relation to a Defaulting Lender);

(ii) the Commitments of a Lender in accordance with:

(A) Clause 12.1 (Mandatory Prepayment – Illegality); or

(B) Paragraph (a) of Clause 12.8 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender);

request that the Commitments relating to the Facility be increased (and the Commitments relating to the Facility shall be so increased) in an aggregate amount of up to the amount of the Available Commitments or Commitments relating to the Facility so cancelled as follows:

(C) the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Increase Lender”) selected by the Company and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 7.2 without the prior consent of that Party);

(D) the Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(E) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(F) the Commitments of the other Lenders shall continue in full force and effect; and

(Signature page to the Amendment and Restatement Agreement)

(G) any increase in the Commitments relating to the Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Commitments relating to the Facility will only be effective on:

(i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify the Company and the Increase Lender.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) The Company shall promptly on demand pay the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 7.2.

(e) The Company may pay (or procure the payment) to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f) Each Party shall co-operate to ensure that, on and following the date on which any increase in Commitments is effective, the proportion of the aggregate amount of all Loans under the affected Facility which each Lender holds is the same as the proportion which the Commitment of each Lender at such time bears to the Total Commitments.

(g) Clause 30.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 7.2 in relation to an Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Increase Lender”; and

(iii) a re-transfer and re-assignment were references to respectively a transfer and assignment.

7.3 Facility Increase

(a) At any time after the date of this Agreement, the Company may, on one or more (but no more than five) occasions by giving ten Business Days’ prior notice to the Facility Agent, request that the Total Commitments be increased (and the Total Commitments shall be so increased) as follows (provided that the aggregate amount of the Total

(Signature page to the Amendment and Restatement Agreement)

Commitments (including any increase already made pursuant to this Clause 7.3) does not at any time exceed USD300,000,000):

(i) the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each a “Facility Increase Lender”) selected by the Company and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 7.3 without the prior consent of that Party);

(ii) the Company and any Facility Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Facility Increase Lender would have assumed and/or acquired had the Facility Increase Lender been an Original Lender;

(iii) each Facility Increase Lender shall become a Party as a “Lender” and any Facility Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Facility Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Facility Lender been an Original Lender;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Total Commitments will only be effective on:

(i) the execution by the Facility Agent of an Increase Confirmation from the relevant Facility Increase Lender; and

(ii) in relation to a Facility Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Facility Increase Lender, the completion of which the Facility Agent shall promptly notify the Company and the Facility Increase Lender:

(c) Each Facility Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) The Company shall promptly on demand pay the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 7.3.

(e) The Company may pay (or procure the payment) to the Facility Increase Lender a fee in the amount and at the times agreed between the Company and the Facility Increase Lender in a Fee Letter.

(Signature page to the Amendment and Restatement Agreement)

(f) Clause 30.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 7.2 in relation to a Facility Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Facility Increase Lender”; and

(iii) a re-transfer and re-assignment were references to respectively a transfer and assignment.

7.4 Finance Parties’ Rights and Obligations

(a) The obligations of each Finance Party under the Finance Documents are several.

(b) Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.

(c) No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(d) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and they include the right to repayment of any debt owing to that Finance Party under the Finance Documents.

(e) Any debt arising under the Finance Documents to a Finance Party is a separate and independent debt. Any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document is a debt owing to that Finance Party by that Obligor (including if it is payable to an Agent on that Finance Party’s behalf).

(f) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

7.5 Obligors’ Agent

(a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(Signature page to the Amendment and Restatement Agreement)

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

8. Purpose

8.1 Purpose

The Company must apply all amounts borrowed by it under the Facility towards the general corporate purposes of the Group including, but not limited to, the financing of (a) the build to suit program of the Group and (b) the repayment of the indebtedness (and interest and fees on that indebtedness) of the Group.

8.2 Monitoring

No Finance Party is bound to monitor or verify the application of any utilisation of the Facility.

9. Conditions of Utilisation

9.1 Initial Conditions Precedent

No Utilisation Request may be given unless the Facility Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Majority Lenders and each Original Lender and/or each Affiliate of an Original Lender that has become a Lender after the date of this Agreement but prior to the date of delivery of that first Utilisation Request (the “Relevant Lenders”) (or the receipt of such documents and evidence has been waived by the Relevant Lenders). The Facility Agent must notify the Company promptly upon the Relevant Lenders being so satisfied.

9.2 Further Conditions Precedent

The Lenders will only be obliged to comply with Clause 10.4 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date for the relevant Loan:

(a) in the case of:

(i) a Rollover Loan, no step has been taken under Clause 28.19 (Acceleration); and

(ii) any other Loan, no Default is continuing or would result from the proposed Loan;

(b) the Repeating Representations are correct in all material (except where that representation and warranty is already qualified by materiality under Clause 23 (Representations)) respects; and

(c) (other than in the case of participations in a Rollover Loan, but only if, as at the Utilisation Date for that Rollover Loan, the relevant Lender in respect of the relevant

(Signature page to the Amendment and Restatement Agreement)

participations in that Rollover Loan has not given a notice to the Facility Agent under paragraph (b) of Clause 12.3 (Mandatory Prepayment – Material Subsidiary Event of Default)), no Material Subsidiary Event of Default is continuing.

9.3 Maximum Number

No Utilisation Request may be given if, as a result of the proposed Utilisation more than ten Loans would be outstanding.

10. Utilisation

10.1 Delivery of a Utilisation Request

The Company may borrow a Loan by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

10.2 Completion of a Utilisation Request

(a) A Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Loan comply with Clause 10.3 (Currency and Amount); and

(iii) the proposed Interest Period of the Loan complies with Clause 14 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

10.3 Currency and Amount

(a) The currency specified in a Utilisation Request must be USD.

(b) The amount of the proposed Loan must be:

(i) a minimum of USD 10,000,000 and an integral multiple of USD 5,000,000 or, if less, the Available Facility; or

(ii) such other amount as the Facility Agent may agree,

and, in any event, such that it is less than or equal to the Available Facility.

10.4 Lenders’ Participation

(a) If the conditions set out in this Agreement have been met, and subject to Clause 11.1 (Repayment of Loans), each Lender must make its participation in a requested Loan available by the Utilisation Date through its Facility Office to the Facility Agent.

(b) The amount of each Lender’s participation in a Loan will be its Pro Rata Share immediately before making the Loan.

(c) No Lender is obliged to participate in a Loan if, as a result:

(i) its participation in the Loans would exceed its Commitment; or

(ii) the Loans would exceed the Total Commitments.

(Signature page to the Amendment and Restatement Agreement)

(d) The Facility Agent must notify each Lender of the details of each Loan and the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 37.1 (Payments to the Facility Agent) by the Specified Time.

11. Repayment

11.1 Repayment of Loans

(a) The Company must repay each Loan in full on the last day of its Interest Period.

(b) Without prejudice to the Company’s obligation under paragraph (a) above, if one or more Loans are to be made available to the Company:

(i) on the same day that any maturing Loans are due to be repaid by the Company; and

(ii) in whole or in part for the purpose of refinancing the maturing Loans,

the new Loans will be treated as if applied in or towards repayment of the maturing Loans so that:

(A) if the aggregate amount of the maturing Loans exceeds the aggregate amount of the new Loans:

(1) the Company will only be required to pay an amount in cash equal to that excess; and

(2) each Lender’s participation in the new Loans will be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing Loans and that Lender will not be required to make its participation in the new Loans available in cash; and

(B) if the aggregate amount of the maturing Loans is equal to or less than the aggregate amount of the new Loans:

(1) the Company will not be required to make any payment in cash; and

(2) each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loans and the remainder of that Lender’s participation in the new Loans will be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing Loans.

12. Prepayment and Cancellation

12.1 Mandatory Prepayment – Illegality

(a) If, in any applicable jurisdiction, it becomes unlawful for a Lender or any of its Affiliates for that Lender to perform any of its obligations as contemplated by any

(Signature page to the Amendment and Restatement Agreement)

Finance Document or to fund, issue or maintain its participation in any Loan, that Lender must notify the Facility Agent promptly on becoming aware of that event.

(b) After a Lender notifies the Facility Agent under paragraph (a) above:

(i) that Lender will not be obliged to fund a Loan;

(ii) the Facility Agent must notify the Company promptly;

(iii) with immediate effect, that Lender will not be obliged to fund any Loan; and

(iv) unless that Lender’s participation and Commitment have been transferred pursuant to paragraph (d) of Clause 12.8 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), on the date specified in paragraph (c) below:

(A) the Company must repay or prepay that Lender’s participation in each Loan; and

(B) that Lender’s Commitment will be cancelled.

(c) The date for:

(i) repayment or prepayment of a Lender’s participation in a Loan and cancellation of its corresponding Commitment will be:

(A) the last day of the Interest Period of that Loan; or

(B) if earlier, the date specified in that Lender’s notice to the Facility Agent under paragraph (a) above (which must be no earlier than the last day of any applicable grace period permitted by law); and

(ii) cancellation of that Lender’s other Commitment will be the date specified in the Lender’s notice to the Facility Agent under paragraph (a) above (which must be no earlier than the last day of any applicable grace period permitted by law),

provided that such a date must fall within 20 days after the Facility Agent has notified the Company under paragraph (b)(ii) above.

12.2 Mandatory Prepayment – Change of Control

(a) For the purposes of this Clause 12.2:

a “Change of Control” occurs if any person or group of persons acting in concert (other than any Permitted Transferee) gains direct or indirect control over the Company, provided that a Change of Control will not occur:

(i) solely as a result of all of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) being transferred to a newly-incorporated holding company (“TopCo”) if:

(A) as a result of such transfer no person or persons acting in concert other than TopCo acquires direct or indirect control (as defined below) of the Company;

(B) TopCo is not a Restricted Party;

(Signature page to the Amendment and Restatement Agreement)

(C) prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and

(D) no person or persons acting in concert (other than any Permitted Transferee) shall acquire:

(1) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(I) cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of TopCo;

(II) appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or

(III) give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or

(2) legally or beneficially more than 50% of the issued share capital of TopCo excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital;

(ii) for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (i) above are complied with; or

(iii) as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (i) above are complied with.

“acting in concert” means acting together pursuant to an agreement or understanding (whether formal or informal);

“control” means:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Company;

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(C) give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; or

(ii) acquiring or holding beneficially more than 50% of the issued share capital of the Company (excluding any part of that issued share capital that carries no

(Signature page to the Amendment and Restatement Agreement)

right to participate beyond a specified amount in a distribution of either profits or capital); and

“Permitted Transferee” means:

(i) any of African Tower Investment Limited, AIIF2 Towers Mauritius, ECP IHS (Mauritius) Limited, ECPIV-IHS Limited, ELQ Investors VIII Ltd, IFC Global Infrastructure Fund LP, International Finance Corporation, Korea Investment Corporation, Mobile Telephone Networks Netherlands BV, Towers One Limited, Towers Two Limited, Towers Three Limited, Emerging Capital Associates III LLC, ECP Manager LP, Ninety One Africa Private Equity Fund 2 LP, Ninety One Africa Frontier Private Equity Fund LP, Ninety One Fund Managers SA RF Proprietary Limited, Ninety One Africa Frontier Private Equity Associate Fund LP,  Nederlandse Financierings-Maatscha PPIJ voor Ontwikkelingslanden N.V., Oranje-Nassau Developpement SCA FIAR, UBC Services Inc. and Warrington Investment PTE Ltd or any of their successors;

(ii) a wholly-owned Subsidiary of any of the persons or entities listed in paragraph (i) above; and

(iii) any person agreed between the Company and the Facility Agent (acting on the instructions of all Lenders),

and in each case, which is not a Restricted Party.

(b) The Company must notify the Facility Agent promptly on becoming aware of any Change of Control. The Facility Agent must then promptly notify the Lenders of that event occurring.

(c) After the occurrence of a Change of Control, no Lender will be obliged to fund a Loan (other than a Rollover Loan, but only if, as at the Utilisation Date for that Rollover Loan, the relevant Lender has not given a notice to the Facility Agent under this paragraph (c)) and if a Lender so requires and notifies the Facility Agent within 20 Business Days of the Company notifying the Facility Agent of the Change of Control, the Facility Agent must, by not less than 30 days’ notice to the Company:

(i) cancel the Commitment of that Lender; and

(ii) declare the participation of that Lender in all outstanding Loans, together with accrued interest and all other amounts accrued or outstanding to that Lender under the Finance Documents, to be immediately due and payable.

Any such notice will take effect in accordance with its terms.

12.3 Mandatory Prepayment – Material Subsidiary Event of Default

(a) The Company must notify the Facility Agent promptly upon becoming aware of a Material Subsidiary Event of Default. The Facility Agent must notify the Lenders of the occurrence of a Material Subsidiary Event of Default promptly upon becoming aware of it (whether by way of a notification from the Company or otherwise).

(Signature page to the Amendment and Restatement Agreement)

(b) While a Material Subsidiary Event of Default is continuing, if a Lender so requires and notifies the Facility Agent no later than 15 Business Days of the Company notifying the Facility Agent of such Material Subsidiary Event of Default:

(i) that Lender will not be obliged to fund a Loan (other than a Rollover Loan but only if, as at the Utilisation Date for that Rollover Loan, the relevant Lender has not given a notice to the Facility Agent under this paragraph (b));

(ii) the Company must repay or prepay that Lender’s participation in each Loan on the date specified in paragraph (c) below; and

(iii) that Lender’s Commitment will be immediately cancelled,

Any such notice will take effect in accordance with its terms.

(c) The date for repayment or prepayment of a Lender’s participation in a Loan will be the date falling three Business Days after the date of the notification to the Company under paragraph (b) above.

(d) For the purpose of paragraph (b) above, a Material Subsidiary Event of Default is continuing until the later of the date on which (i) the Material Subsidiary Event of Default is no longer continuing in accordance with this Agreement or the relevant document evidencing the relevant Financial Indebtedness, as the case may be, and (ii) the Company notifies the Facility Agent in writing that such Material Subsidiary Event of Default is not continuing in accordance with this Agreement or the relevant document evidencing the relevant Financial Indebtedness.

12.4 Mandatory Prepayment – Sanctions Etc.

If any representation, warranty or statement made by an Obligor under or in connection with Clause 23.20 (Sanctions) or 23.21 (Anti-Bribery and Corruption Laws) is or proves to have been incorrect or misleading in any respect, or an Obligor breaches any of its obligations under Clause 27.4 (Sanctions) or Clause 27.5 (Anti-Bribery and Corruption and Anti-Money Laundering):

(a) the Company must notify the Facility Agent promptly upon becoming aware of that event;

(b) a Lender shall not be obliged to fund a Loan; and

(c) if a Lender so requires and notifies the Facility Agent no later than 15 Business Days of the Company notifying the Facility Agent of that event, the Facility Agent must, by not less than 20 days’ notice to the Company:

(i) declare the participation of that Lender in all outstanding Loans, together with accrued interest and all other amounts accrued or outstanding to that Lender under the Finance Documents, to be immediately due and payable; and/or

(ii) immediately cancel that Lender’s Commitment.

Any such notice will take effect in accordance with its terms.

12.5 Voluntary Cancellation

(a) The Company may, if it gives the Facility Agent not less than five Business Days’ (or in such shorter period as the Majority Lenders may agree) notice, cancel the whole or any part of the Available Facility.

(Signature page to the Amendment and Restatement Agreement)

(b) Partial cancellation of the Available Facility under this Clause 12.5 must be in a minimum amount of USD10,000,000.

(c) Any cancellation in part under this Clause 12.5 will reduce the Commitment of each Lender pro rata.

12.6 Voluntary Prepayment

(a) The Company may, if it gives the Facility Agent not less than five Business Days’ (or, in any case any such shorter period as the Facility Agent (acting on the instructions of the Majority Lenders) and the Facility Agent (acting on its own behalf) may agree) prior notice, prepay the whole or any part of a Loan at any time.

(b) A prepayment of part of a Loan under this Clause 12.6 must be in a minimum amount of USD 10,000,000.

12.7 Automatic Cancellation

(a) Subject to paragraph (b) below, the unutilised Commitment of each Lender will be automatically cancelled at close of business on the last day of the Availability Period.

(b) If a Material Subsidiary Event of Default is continuing for a continuous period of more than 180 days following notification to the Facility Agent of such Material Subsidiary Event of Default under Clause 12.3 (Mandatory Prepayment – Material Subsidiary Event of Default) above, the Total Commitments will be automatically cancelled in full.

12.8 Right of Replacement or Repayment and Cancellation in Relation to a Single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 17.2 (Tax Gross-Up);

(ii) any Lender claims any amount from the Company under Clause 17.3 (Tax Indemnity) or Clause 18 (Increased Costs);

(iii) any Lender invokes a Market Disruption under Clause 15.2 (Market Disruption); or

(iv) any Lender becomes a Non-Consenting Lender,

the Company may, while the circumstances giving rise to the requirement for that increase or payment of that amount continue, give notice to the Facility Agent of its intention to cancel the Commitment of that Lender and repay or prepay that Lender’s participation in all outstanding Loans, or of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of prepayment and cancellation under paragraph (a) above in relation to a Lender:

(i) the Commitment of that Lender will immediately be reduced to zero; and

(ii) the Company must repay or prepay that Lender’s participation in each Loan on the date specified in paragraph (c) below.

(Signature page to the Amendment and Restatement Agreement)

(c) The date for repayment or prepayment of a Lender’s participation in a Loan will be:

(i) the last day of the Interest Period for that Loan which is current on the date of the notice under paragraph (a) above; or

(ii) if earlier, the date specified in the Company’s notice to the Facility Agent under paragraph (a) above.

(d) If:

(i) any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii) the Company becomes obliged to pay an amount in accordance with Clause 12.1 (Mandatory Prepayment – Illegality) to a Lender,

the Company may, on not less than five Business Days’ notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender must) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with this Agreement for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 30.9 (Pro Rata Interest Settlement)), Break Costs and other amounts payable in relation to it under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above will be subject to the following conditions:

(i) in the event of a replacement of a Non-Consenting Lender, such replacement or prepayment must occur during a period of 60 days commencing on the date on which the relevant consent is requested;

(ii) the Company will have no right to replace the Facility Agent;

(iii) neither the Facility Agent nor any Lender will have any obligation to find a Replacement Lender;

(iv) the Lender to be replaced will not be required to pay or surrender to such Replacement Lender any of the fees received by that Lender pursuant to the Finance Documents; and

(v) the Lender to be replaced will only be obliged to transfer its rights and obligations in accordance with paragraph (d) above once it is satisfied that it has complied with any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to that transfer.

(f) A Lender to be replaced must perform the checks described in paragraph (e)(v) above as soon as reasonably practicable after delivery of a notice under paragraph (d) above and must notify the Facility Agent and the Company promptly when it is satisfied that it has complied with those checks.

(Signature page to the Amendment and Restatement Agreement)

12.9 Right of Cancellation in Relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

12.10 Prepayment of Loans

No Loan (or participation in a Loan) that is prepaid may be re-borrowed except (in the case of Clause 12.3 (Mandatory Prepayment – Material Subsidiary Event of Default) or Clause 12.4 (Mandatory Prepayment – Sanctions Etc.)) in accordance with the terms of Clause 12.12 (Reinstatement of Commitment) or in the case of Clause 12.6 (Voluntary Prepayment).

12.11 Miscellaneous

(a) Any notice of cancellation or prepayment under this Clause:

(i) is irrevocable; and

(ii) unless a contrary indication appears in this Agreement, must specify:

(A) the date on which the relevant cancellation or prepayment is to be made; and

(B) the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement must be made together with accrued interest on the amount prepaid and, subject to any Break Cost, without premium or penalty.

(c) No prepayment or cancellation is allowed except at the times and in the manner expressly provided for in this Agreement.

(d) Subject to Clause 7.2 (Increase) and Clause 12.12 (Reinstatement of Commitment), no amount of the Commitments cancelled under this Agreement may be subsequently reinstated.

(e) If the Facility Agent receives a notice under this Clause, it must promptly forward a copy of that notice to either the Company or the affected Lender(s), as appropriate.

(f) If all or part of a Lender’s participation in a Loan is repaid or prepaid and is not available for re- borrowing, an equivalent amount of that Lender’s Commitment will be deemed to be cancelled on the date of repayment or prepayment (and for these purposes this includes any amount which may be reinstated under Clause 12.12 (Reinstatement of Commitment)).

12.12 Reinstatement of Commitment

(a) If all or any part of a Lender’s Commitment has been cancelled pursuant to paragraph (b) of Clause 12.3 (Mandatory Prepayment – Material Subsidiary Event of Default) or paragraph (c) of Clause 12.4 (Mandatory Prepayment – Sanctions Etc.), the Company may, by notice to the Facility Agent, request that Lender to reinstate its Commitment, and the cancelled Commitment of that Lender shall be so reinstated if

(Signature page to the Amendment and Restatement Agreement)

that Lender confirms its willingness to reinstate its cancelled Commitment in writing to the Company and the Facility Agent.

(b) The reinstatement of a Lender’s Commitment under paragraph (a) above shall take effect on the date the Facility Agent receives (or is deemed to have received, pursuant to Clause 39.3 (Delivery)) that Lender’s written confirmation of its willingness to reinstate its cancelled Commitment.

12.13 Application of Prepayments

Any prepayment of a Loan pursuant to Clause 12.6 (Voluntary Prepayment) will be applied pro rata to each Lender’s participation in that Loan.

13. Interest

13.1 Calculation of Interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) Reference Rate; and

(c) Credit Adjustment Spread,

provided that, if the aggregate of the Reference Rate and the Credit Adjustment Spread is less than zero, the aggregate of the Reference Rate and the Credit Adjustment Spread shall be deemed to be zero.

13.2 Payment of Interest

Except where this Agreement expressly provides to the contrary, the Company must pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-Monthly intervals after the first day of the Interest Period).

13.3 Default Interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest will accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each with a duration and Quotation Day selected by the Facility Agent (acting reasonably).

(b) Any interest accruing under this Clause 13.3 will be immediately payable by the Obligor on demand by the Facility Agent.

(c) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of its Interest Period:

(i) the first Interest Period for that overdue amount will have a duration equal to the unexpired portion of the then current Interest Period relating to that Loan; and

(Signature page to the Amendment and Restatement Agreement)

(ii) the rate of interest applying to the overdue amount during that first Interest Period will be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

(d) Unpaid interest arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

13.4 Notification of Rates of Interest

(a) The Facility Agent must notify each relevant Party promptly of the determination of a rate of interest under this Agreement.

(b) The Facility Agent must notify the Company promptly of each Funding Rate relating to a Loan.

(c) This Clause 13.4 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

14. Interest Periods

14.1 Selection of Interest Periods

(a) Each Loan has one Interest Period only.

(b) The Company must select the Interest Period for a Loan in the applicable Utilisation Request.

(c) Subject to the other provisions of this Clause, the Interest Period for a Loan must be one, three or six Months or any other period agreed by the Company and the Facility Agent (acting on the instructions of all the Lenders).

(d) If the Company and the Facility Agent fail to agree an Interest Period in accordance with paragraph (c) above, the relevant Interest Period will be three Months.

(e) The Interest Period for a Loan will start on its Utilisation Date.

14.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, it will instead end on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

14.3 No Overrunning the Termination Date

If an Interest Period would otherwise end after the Termination Date, it will be shortened so that it ends on the Termination Date.

14.4 Notification

The Facility Agent must notify each relevant Party of the duration of each Interest Period promptly after ascertaining it.

(Signature page to the Amendment and Restatement Agreement)

15. Changes to the Calculation of Interest

15.1 Unavailability of Term SOFR

(a) Interpolated Term SOFR:  If no Term SOFR is available for the Interest Period of a Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of that Loan.

(b) Shortened Interest Period: If no Term SOFR is available for the Interest Period of a Loan and it is not possible to calculated the Interpolated Term SOFR, the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of “Reference Rate”.

(c) Shortened Interest Period and Historic Term SOFR: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Term SOFR is available for the Interest Period of that Loan and it is not possible to calculated the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for that Loan.

(d) Cost of Funds: if no Term SOFR is available for the Interest Period of a Loan and it is not possible to calculate the Interpolated Term SOFR or the Historic Term SOFR for that Loan, there will be no Reference Rate for the Loan and Clause 10.3 (Cost of Funds) will apply to the Loan for that Interest Period.

15.2 Market Disruption

If before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders under a Loan (whose participations in that Loan exceed 35% of that Loan) that its costs of funds relating to its participation in that Loan would be in excess of the Market Disruption Rate, then Clause 15.3 (Cost of Funds) will apply to that Loan for the relevant Interest Period.

15.3 Cost of Funds

(a) If this Clause 15.3 (Cost of Funds) applies to a Loan for an Interest Period, the rate of interest on the relevant Loan for the relevant Interest Period will be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable but in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b) If this Clause 15.3 applies pursuant to Clause 10.1 (Unavailability of Term SOFR) or Clause 15.2 (Market Disruption) and the Facility Agent or the Company so requires, the Facility Agent and the Company must enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above will, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(Signature page to the Amendment and Restatement Agreement)

(d) If this Clause 15.3 applies to a Loan but any Lender does not notify the Facility Agent of a rate by the time specified in paragraph (a)(ii) above, the rate of interest on the relevant Loan for the Interest Period will be calculated on the basis of the rates notified by the other Lenders.

15.4 Notification to Company

If Clause 15.3 applies the Facility Agent shall, as soon as is practicable, notify the Company.

15.5 Break Costs

(a) The Company must pay to a Finance Party its Break Costs if all or any part of a Loan or Unpaid Sum is paid on a day other than the last day of an applicable Interest Period.

(b) Each Lender must, as soon as reasonably practicable after a request by the Facility Agent or the Company, provide a certificate confirming the amount of any Break Costs it claims.

16. Fees

16.1 Commitment Fee

(a) The Company must pay to the Facility Agent (for the account of each Lender) a commitment fee computed at the rate of 35% of the Margin on that Lender’s Available Commitment.

(b) The commitment fee shall accrue on a daily basis for each day on which the Available Facility is greater than zero, from and including the date of this Agreement.

(c) The accrued commitment fee is payable on the last day of each successive period of three Months commencing on or after the date of this Agreement and ending during the Availability Period, on the last day of the Availability Period, and, if cancelled in full, on the cancelled amount of a Lender’s Commitment at the time the cancellation is effective.

16.2 Upfront Fee

The Company must pay to each Arranger (for its own account) an upfront fee in the amount and manner agreed in a Fee Letter.

16.3 Facility Agent’s Fee

The Company must pay to the Facility Agent (for its own account) an agency fee in the amount and manner agreed in a Fee Letter.

16.4 Security Agent’s Fee

The Company must pay to the Security Agent (for its own account) a security agency fee in the amount and manner agreed in a Fee Letter.

(Signature page to the Amendment and Restatement Agreement)

16.5 Utilisation Fee

(a) The Company must pay to the Facility Agent (for the account of each Lender participating in the relevant Loan) a utilisation fee (“Utilisation Fee”) computed at the rate of:

(i) 0.15% per annum on the aggregate amount of the Utilisations outstanding for each day on which the aggregate amount of Utilisations outstanding exceeds zero, but is less than 34%, of the Total Commitments;

(ii) 0.30% per annum on the aggregate amount of Utilisations outstanding for each day on which the aggregate amount of Utilisations outstanding is equal to or exceeds 34%, but is less than 67%, of the Total Commitments; and

(iii) 0.50% per annum on the aggregate amount of Utilisations outstanding for each day on which the aggregate amount of Utilisations outstanding is equal to or exceeds 67% of the Total Commitments.

(b) The Utilisation Fee is payable on the amount of each Lender’s participation in the Loans.

(c) The accrued Utilisation Fee is payable on the last day of each successive period of three Months commencing on or after the date of this Agreement and ending on the date on which no amounts are outstanding under the Finance Documents and no Commitment is in force, on the Termination Date and, if cancelled in full, at the time the cancellation of a Lender’s Commitment is effective.

17. Tax Gross Up and Indemnities

17.1 Definitions

(a) In this Clause:

“Protected Party” means a Finance Party which incurs or will incur any liability, or is or will be required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

(b) Unless this Clause expressly provides to the contrary, in this Clause a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

17.2 Tax Gross-Up

(a) All payments shall be made by each Obligor under each Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of any Tax Deduction), notify the Facility Agent accordingly. A Lender must notify the Facility Agent promptly on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification, it must notify the affected Parties promptly.

(Signature page to the Amendment and Restatement Agreement)

(c) Subject to the limitations and exclusions herein, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor must be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If an Obligor is required by law to make a Tax Deduction, that Obligor must make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed by law and in the minimum amount required by law.

(e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction or payment must deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) the appropriate payment has been made to the relevant Tax authority.

(f) A Lender and an Obligor which makes a payment to which that Lender is entitled shall, subject to the Obligor reimbursing the Lender for any third-party expenses reasonably incurred in doing so, co- operate in completing any available and reasonable procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction or subject to a reduced amount of a Tax Deduction (including but not limited to taking reasonable steps to make a claim for relief under any relevant double tax treaty).

17.3 Tax Indemnity

(a) Except as provided in paragraph (b) below, the Company shall, within five Business Days of demand by the Facility Agent, pay to a Protected Party an amount equal to the cost, loss or liability which that Protected Party determines will be or has been (directly or indirectly) incurred for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above does not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) if and to the extent that a cost, loss or liability:

(A) is compensated for by an increased payment under Clause 17.2 (Tax Gross-Up); or

(B) is in respect of an amount of (i) stamp duty, registration or other similar Tax or (ii) VAT (which shall be dealt with in Clause 17.5 (Stamp Taxes) and Clause 17.6 (Value Added Taxes) respectively); or

(Signature page to the Amendment and Restatement Agreement)

(C) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make, a claim under paragraph (a) above must notify the Facility Agent promptly of the event which will give, or has given, rise to the claim, following which the Facility Agent must notify the Company promptly.

(d) A Protected Party must, on receiving a payment from an Obligor under this Clause 17.3 (Tax Indemnity), notify the Facility Agent promptly.

17.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to:

(i) an increased payment of which that Tax Payment forms part; or

(ii) that Tax Payment; or

(iii) a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party must pay an amount to the relevant Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

17.5 Stamp Taxes

The Company shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to any stamp duty, registration and other similar Taxes payable in respect of any Finance Document, save in respect of a transfer, assignment, sub-participation, subcontract or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) by a Lender of any of its rights and/or obligations under a Finance Document (except where such transfer, assignment, sub-participation, subcontract or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) is made pursuant to Clause 20 (Mitigation by the Lenders) or at the request of an Obligor).

17.6 Value Added Taxes

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply or supplies made by any Finance Party to any Party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying the consideration for such supply or supplies) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the

(Signature page to the Amendment and Restatement Agreement)

Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where VAT is or becomes chargeable in Nigeria on any supply made by the Supplier to the Recipient under a Finance Document, and the Recipient is required by law to withhold, remit and make returns on the VAT to the relevant Tax authority, the Recipient shall do so on or before the due date for the remittance or making the returns, and shall promptly provide the Supplier evidence of the Recipient’s compliance.

(d) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party must reimburse and indemnify (as the case may be) the Finance Party against any VAT incurred by the Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(e) Any reference in this Clause 17.6 to any Party will, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the VAT grouping rules (provided for in sections 43 to 43D of the Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union or the United Kingdom) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(f) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

(Signature page to the Amendment and Restatement Agreement)

17.7 FATCA Information

(a) Subject to paragraph (c) below, each Party must, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party requests to enable that other Party to comply with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be, a FATCA Exempt Party, that Party must notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

17.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Facility Agent, and the Facility Agent shall notify the other Finance Parties.

(Signature page to the Amendment and Restatement Agreement)

18. Increased Costs

18.1 Definitions

In this Agreement:

“Basel III” means:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following:

(a) the adoption or introduction of any law, rule, regulation or treaty;

(b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof;

(c) the making or issuance of any binding guideline or binding directive by any governmental authority; provided that, for purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement;

(d) any change in Basel III or CRD IV; or

(e) compliance with any law or regulation made after the date of this Agreement.

“CRD IV” means:

(a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Increased Costs” means:

(a) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b) an additional or increased cost; or

(Signature page to the Amendment and Restatement Agreement)

(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into a Finance Document or funding or performing its obligations under any Finance Document.

18.2 Increased Costs

Subject to Clause 18.4 (Exceptions) below, the Company shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of any Change in Law.

18.3 Increased Costs Claims

(a) A Finance Party intending to make a claim pursuant to Clause 18.2 (Increased Costs) must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent must promptly notify the Company.

(b) Each Finance Party must, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and the calculation of the Increased Cost provided that such Finance Party shall not be required to disclose any information where disclosure of such information would breach any law or regulation to which such Finance Party is subject) confirming the amount of its Increased Costs, a copy of which shall be provided to the Company.

18.4 Exceptions

Clause 18.2 (Increased Costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) attributable to a FATCA Deduction required to be made by a Party;

(c) compensated for by Clause 17.3 (Tax Indemnity) (or would have been compensated for under Clause 17.3 (Tax Indemnity) but was not compensated for solely because any of the exclusions in paragraph (b) of Clause 17.3 (Tax Indemnity) applied);

(d) in respect of an amount of (i) stamp duty, registration or other similar Tax or (ii) VAT (which shall be dealt with in Clause 17.2 (Stamp Taxes) and Clause 17.6 (Value Added Taxes) respectively);

(e) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (or, if later, the date the relevant Finance Party becomes a Party to this Agreement) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

(f) attributable to implementation, application or compliance with Basel III or CRD IV other than to the extent that the Basel III or CRD IV have been amended and such amendments are not contemplated as at the date of this Agreement;

(g) attributable to the wilful breach by any Finance Party or its Affiliates of any law or regulation or the terms of any Finance Document;

(Signature page to the Amendment and Restatement Agreement)

(h) attributable to a change (whether in the rate basis, timing or otherwise) of Tax on the overall net income of the Finance Party (or any Affiliate of it) making such claim or of the branch or office through which it lends the Loan;

(i) attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal authority upon the Finance Party (or any Affiliate of it) making such claim by virtue of its having exceeded any country or sector borrowing limits or breached any directives imposed upon it; or

(j) not notified to the Facility Agent or the Company.

19. Other Indemnities

19.1 Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Company shall as an independent obligation, within three Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

19.2 Other Indemnities

(a) The Company shall within three Business Days of demand indemnify each Finance Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by the Company to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability resulting from any distribution or redistribution of any amount among the Lenders under this Agreement;

(iii) funding, or making arrangements to fund, its participation in a Loan requested in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(iv) a Loan (or part of a Loan) not being prepaid in accordance with the Finance Documents.

(Signature page to the Amendment and Restatement Agreement)

(b) The Company’s liability in each case includes any cost, loss or liability incurred on account of funds borrowed, contracted for or utilised to fund any Loan or any other amount payable under any Finance Document.

19.3 Indemnity to the Facility Agent

The Company shall indemnify the Facility Agent within three Business Days of demand against:

(a) any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

(i) investigating any event which the Facility Agent reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which the Facility Agent reasonably believes to be genuine, correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct (or, in the case of any cost, loss or liability arising pursuant to Clause 37.10 (Disruption to Payment Systems), notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever, other than any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents).

19.4 Indemnity to the Security Agent

(a) The Company must indemnify the Security Agent and each Receiver and Delegate within three Business Days of demand against any cost, loss or liability incurred by any of them as a result of:

(i) any failure by the Company to comply with its obligations under Clause 22 (Costs and Expenses);

(ii) acting or relying on any notice, request or instruction which the Security Agent, Receiver or Delegate reasonably believes to be genuine, correct and appropriately authorised;

(iii) the taking, holding, protection or enforcement of the Security under the Security Documents;

(iv) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, Receiver or Delegate by the Finance Documents or by law;

(v) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(vi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement;

(vii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Assets (otherwise, in each

(Signature page to the Amendment and Restatement Agreement)

case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

(b) The Security Agent and each Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 19.4 (Indemnity to the Security Agent) and Clause 22.3 (Enforcement Costs) and will have a lien on the Security under the Security Documents and the proceeds of enforcement of those Security for all moneys payable to it.

(c) The rights conferred by this Clause 19.4 shall survive the termination of this Agreement and shall continue notwithstanding any disposal of any asset subject to the Finance Documents and are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents.

20. Mitigation by the Lenders

20.1 Mitigation

(a) Each Finance Party must, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or being cancelled pursuant to, any of Clause 12.1 (Mandatory Prepayment – Illegality), Clause 17 (Tax Gross Up and Indemnities), Clause 18 (Increased Costs) including without limitation transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

20.2 Limitation of Liability

(a) The Company must indemnify each Finance Party promptly for any cost, loss or liability reasonably incurred by that Finance Party as a result of steps taken by it under this Clause.

(b) A Finance Party is not obliged to take any steps under this Clause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

21. Guarantee and Indemnity

21.1 Guarantee and Indemnity

Each Facility Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by the Company of all of the Company’s payment obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever the Company does not pay any amount when due under or in connection with any Finance Document, that Facility Guarantor must immediately on demand pay that amount as if it were the principal obligor in respect of that amount; and

(Signature page to the Amendment and Restatement Agreement)

(c) agrees with each Finance Party that if any obligation guaranteed by that Facility Guarantor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability that Finance Party incurs as a result of the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Company under any Finance Document on the date when it would have been due. The amount payable by a Facility Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause if the amount claimed had been recoverable on the basis of a guarantee.

21.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

21.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Facility Guarantor under this Clause will continue or be reinstated as if the discharge, release or arrangement had not occurred.

21.4 Facility Guarantor Intent

Without prejudice to the generality of Clause 21.5 (Waiver of Defences), each Facility Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

21.5 Waiver of Defences

The obligations of each Facility Guarantor under this Clause will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause including (without limitation and whether or not known to it or any Finance Party):

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person;

(d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(Signature page to the Amendment and Restatement Agreement)

(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f) any amendment, novation, supplement, extension (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security; or

(h) any insolvency, resolution or similar proceedings.

21.6 Immediate Recourse

(a) Each Facility Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Facility Guarantor under this Clause.

(b) This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

21.7 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise) and no Facility Guarantor will be entitled to the benefit of such moneys, security or rights; and

(b) hold in an interest-bearing suspense account any moneys received from any Facility Guarantor or on account of any Facility Guarantor’s liability under this Clause.

21.8 Deferral of Facility Guarantors’ Rights

(a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full or unless the Facility Agent otherwise directs, no Facility Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising under this Clause:

(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(Signature page to the Amendment and Restatement Agreement)

(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Facility Guarantor has given a guarantee, undertaking or indemnity under this Clause;

(v) to exercise any right of set-off against any Obligor; and/or

(vi) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

(b) If a Facility Guarantor receives any benefit, payment or distribution in relation to such rights it must hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and must promptly pay or transfer them to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 37 (Payment Mechanics).

21.9 Release of Facility Guarantors’ Right of Contribution

If any Facility Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Facility Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Facility Guarantor arising by reason of the performance by any other Facility Guarantor of its obligations under the Finance Documents; and

(b) each other Facility Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

21.10 Additional Security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

21.11 Limitations

(a) This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of any applicable provisions under the laws of the jurisdiction of incorporation of the relevant Facility Guarantor.

(b) The obligations of any Facility Guarantor are subject to any limitations set out in the Accession Letter executed by that Facility Guarantor.

(Signature page to the Amendment and Restatement Agreement)

(c) Without prejudice to the generality of paragraphs (a) and (b) above any guarantee and/or indemnity under this Clause given by a Facility Guarantor incorporated in The Netherlands does not apply to any liability to the extent that it would result in such guarantee and/or indemnity constituting unlawful financial assistance within the meaning of any applicable provisions under Dutch law.

22. Costs and Expenses

22.1 Transaction Expenses

The Company shall within ten Business Days of demand pay the Facility Agent, the Arrangers and the Security Agent (and, in the case of the Security Agent, any Receiver or Delegate) the amount of all costs and expenses including, but not limited to, legal fees (subject to caps (if any)) properly incurred by any of them in relation to the arrangement, negotiation, preparation, printing, execution, syndication and perfection of:

(a) this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b) any other Finance Documents executed after the date of this Agreement.

22.2 Amendment Costs

If an Obligor requests an amendment, waiver or consent or any amendment or waiver is contemplated or agreed pursuant to Clause 43.4 (Changes to Reference Rates), the Company shall, within ten Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all agreed third-party costs and expenses (including, but not limited to, legal fees) properly incurred by the Facility Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

22.3 Enforcement Costs

The Company shall, within ten Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including, but not limited to, legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Security created under the Security Documents and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Security created under the Security Documents or enforcing these rights.

23. Representations

23.1 Representations

(a) The representations and warranties set out in this Clause (other than the representation and warranty set out in paragraph (b) of Clause 23.25 (Insolvency)) are made by the Company to each Finance Party on the dates set out in Clause 23.26 (Times for Making Representations).

(b) Each Guarantor makes the representations and warranties set out in paragraphs (a) and (b) of Clause 23.2 (Status), Clause 23.3 (Binding Obligations), Clause 23.4 (Non-Conflict with other Obligations), Clause 23.5 (Power and Authority), Clause 23.6 (Validity and Admissibility in Evidence), Clause 23.7 (Governing Law and Enforcement), Clause 23.8 (Deduction of Tax), Clause 23.9 (No Filing or Stamp Taxes), paragraphs (a) and (c) of Clause 23.10 (No Default), paragraph (i) of

(Signature page to the Amendment and Restatement Agreement)

Clause 23.14 (Pari Passu Ranking), Clause 23.15 (Good Title), Clause 23.16 (Security and Financial Indebtedness), Clause 23.18 (No Proceedings Pending or Threatened), Clause 23.19 (No Breach of Laws), Clause 23.20 (Sanctions), Clause 23.21 (Anti-Bribery and Corruption Laws), Clause 23.23 (No Immunity), Clause 23.24 (No Adverse Consequences) and paragraph (b) of Clause 23.25 (Insolvency) on the date set out in paragraph (b) of Clause 23.26 (Times for Making Representations).

23.2 Status

(a) It is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation (or, in the case of the Company it is an exempted company registered by way of continuation with limited liability, validly existing and in good standing under the laws of the Cayman Islands).

(b) It has the power to own its assets and carry on its business as it is being conducted.

(c) Each Material Subsidiary is a limited liability company, limited liability partnership or corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and each Material Subsidiary has the power to own its assets and carry on its business as it is being conducted.

23.3 Binding Obligations

Subject to the Legal Reservations and, in the case of the Security Documents, the Perfection Requirements:

(a) its obligations under the Finance Documents to which it is a party are legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above), each of the Security Documents to which it is party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

23.4 Non-Conflict with other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding on it or any of its assets, to an extent which has or would reasonably be expected to have a Material Adverse Effect.

23.5 Power and Authority

It has the power to enter into and perform, and has taken all necessary action to authorise its entry into and performance of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

23.6 Validity and Admissibility in Evidence

All Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(Signature page to the Amendment and Restatement Agreement)

(b) to make the Finance Documents to which it is a party, subject to the Legal Reservations and, in the case of the Security Documents, the Perfection Requirements, admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are, subject to the Legal Reservations and, in the case of the Security Documents, Perfection Requirements, in full force and effect other than in respect of stamping and registration of the Security Documents.

23.7 Governing Law and Enforcement

(a) Subject to the Legal Reservations, any:

(i) submission under a Finance Document to the jurisdiction of particular courts or to arbitration (as applicable); and

(ii) agreement as to the governing law of a Finance Document,

is legal, valid and binding under the laws of its Relevant Jurisdictions.

(b) Subject to the Legal Reservations, any arbitral award or judgment obtained in the courts to whose jurisdiction it submitted, in each case, in relation to a Finance Document will be recognised and enforced by the courts of its Relevant Jurisdictions.

23.8 Deduction of Tax

The Company is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender, except to the extent required by law and no Guarantor is required to make any such Tax Deduction from any such payment to any Lender, other than the obligation of the Nigeria Obligors to deduct withholding tax on account of Nigerian withholding tax on interest from interest payments under this Agreement.

23.9 No Filing or Stamp Taxes

Under the laws of its Relevant Jurisdictions it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for:

(a) any stamping, filing, recording or enrolling or any tax or fee payable in connection with assignments or transfers made pursuant to Clause 30 (Changes to the Lenders) or, as the case may be, to the enforcement of the Security created under the Security Documents and, subject to the Perfection Requirements, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction, except for any filing, recording or enrolling which is referred to in any Legal Opinion and which will be made within the time period allowed by applicable law or the relevant Finance Document;

(b) any stamping, filing, recording or enrolling or any tax or fee payable in connection with the Security created under the Security Documents;

(c) any stamping, filing, recording or enrolling or any tax or fee payable in connection with the Finance Documents (other than the Security Documents) in Nigeria, to the extent any person incorporated or established in Nigeria is a party to that Finance Document; and

(d) any stamping, filing, recording or enrolling or any tax or fee payable in connection with any Finance Documents or Security Document that is executed in or brought to the Cayman Islands or produced before a court in the Cayman Islands.

(Signature page to the Amendment and Restatement Agreement)

23.10 No Default

(a) No Event of Default has occurred (or, when this representation is made on the date of this Agreement, no Default) and is continuing or would reasonably be expected to result from any Loan or the entry into or the performance of, or any transaction contemplated by, any Finance Document.

(b) No other event has occurred and is continuing which constitutes a default (howsoever described or defined) under any agreement to which it is party and which would be reasonably expected to have a Material Adverse Effect.

(c) In the case of a Guarantor only, no Default would (when this representation is made by a Guarantor on the date of this Agreement or (as applicable) the Guarantor Accession Date applicable to it) reasonably be expected to result from the entry by that Guarantor into, or the performance by that Guarantor of, or any transaction of that Guarantor contemplated by, any Finance Document.

23.11 No Material Subsidiary Event of Default

No Material Subsidiary Event of Default is continuing.

23.12 No Misleading Information

(a) The Financial Plan has been prepared in accordance with IFRS, and the financial projections contained in the Financial Plan are fair and based on reasonable assumptions and have been approved by the board of directors of the Company.

(b) Any financial projection or forecast contained in the Financial Plan has been prepared on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration.

23.13 Financial Statements

(a) Its audited financial statements most recently delivered to the Facility Agent (which, at the date of this Agreement, are its Original Financial Statements) were prepared in accordance with IFRS, consistently applied.

(b) There has been no material adverse change in its business or financial condition (consolidated if applicable) since the date to which its Original Financial Statements were drawn up.

23.14 Pari Passu Ranking

(a) Its payment obligations under the Finance Documents rank at least pari passu in right and priority of payment with all its other present and future unsecured and unsubordinated indebtedness (actual or contingent) except indebtedness preferred by laws of general application.

(b) Subject to Legal Reservations and Perfection Requirements, any Security has or will have the ranking in priority which it is expressed to have in the Security Documents.

23.15 Good Title

It has good, valid and marketable title to, or valid leases or licences of, or is otherwise entitled to use, all assets necessary for the conduct of the business as it is presently being conducted, where failure to do so would be reasonably expected to have a Material Adverse Effect.

(Signature page to the Amendment and Restatement Agreement)

23.16 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or future assets of the Company other than as permitted or not prohibited by the Finance Documents.

(b) No Security or Quasi-Security exists over all or any of the present or future assets of any Material Subsidiary other than:

(i) Permitted Security; or

(ii) as permitted or not prohibited by the terms of the relevant Existing Material Subsidiary Debt Facility.

(c) Neither the Company nor any Material Subsidiary has any Financial Indebtedness outstanding other than as permitted or not prohibited by the Finance Documents.

23.17 Group Structure Chart and Subsidiaries

The Group Structure Chart accurately records in all material respects (other than any nominal shareholdings required by law) the structure of the Company and its operating Subsidiaries as at the date of this Agreement.

23.18 No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings or investigation of or before any court, arbitral body or agency which, if adversely determined, would be reasonably likely to have a Material Adverse Effect has been started or, to the best of its knowledge, is threatened, has been started or is pending against it or any of its Material Subsidiaries.

23.19 No Breach of Laws

Neither it nor any Material Subsidiary has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

23.20 Sanctions

(a) Neither the Company, its Subsidiaries nor its joint venture entities, nor any of their respective directors, officers or employees nor, to the knowledge of the Company, any persons acting on any of their behalf:

(i) is a Restricted Party;

(ii) has received notice of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority;

(iii) has been engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions; or

(iv) has been engaged, directly or indirectly, in any trade, business or other activities with or for the benefit of any Restricted Party or which is in breach of any Sanctions.

(b) Subject to paragraph (c) below, any representation made or deemed to be made pursuant to paragraph (a) above shall not apply for the benefit of a Finance Party to the extent that giving, complying with or receiving the benefit of (as applicable) such representation results in a breach of any applicable Blocking Law.

(Signature page to the Amendment and Restatement Agreement)

(c) In relation to each Finance Party that notifies the Facility Agent and the Company to this effect, any provision of or representation made or deemed to be made pursuant to paragraph (a) that results in that Finance Party breaching any applicable Blocking Law will continue to apply for the benefit of that Finance Party notwithstanding such breach, and accordingly paragraph (b) will not apply to that Finance Party to this degree.

23.21 Anti-Bribery and Corruption Laws

(a) The Company and each of its Subsidiaries has implemented policies and procedures designed to promote and achieve compliance by it and its respective directors, officers and employees with Anti- Corruption Laws.

(b) To the best of its knowledge, the Company and each of its Subsidiaries has conducted its businesses in compliance with Anti-Corruption Laws.

23.22 Environmental Compliance

(a) It is in compliance with Clause 27.6 (Environmental Compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which would be reasonably likely to have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of the Company’s knowledge and belief (having made due and careful enquiry)) is threatened against the Company where that claim would be reasonably likely, if adversely determined, to have a Material Adverse Effect or a material adverse impact on the implementation or operation of the business of the Company in accordance with the Performance Standards.

23.23 No Immunity

In any proceedings taken in its jurisdiction of incorporation in relation to the Finance Documents to which it is a party, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

23.24 No Adverse Consequences

(a) It is not necessary under the laws of its jurisdiction of incorporation:

(i) in order to enable any Finance Party that is a Party as at the date of this Agreement to enforce its rights under any Finance Document; or

(ii) by reason of the entry into of any Finance Document in force as at the date of this Agreement or the performance by it of its obligations under any Finance Document,

that any Finance Party that is a Party as at the date of this Agreement should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction.

(b) No Finance Party that is a Party as at the date of this Agreement is or will be deemed to be resident, domiciled or carrying on business in that jurisdiction by reason only of the entry into, performance and/or enforcement of any Finance Document in force as at the date of this Agreement.

(Signature page to the Amendment and Restatement Agreement)

23.25 Insolvency

(a) No:

(i) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 28.9 (Insolvency Proceedings); or

(ii) creditors’ process described in Clause 28.10 (Creditors’ Process or Expropriation),

has been taken or, to its knowledge having made due and careful enquiry, is threatened in relation to it or any Material Subsidiary and none of the circumstances described in Clause 28.8 (Insolvency) applies to it or any Material Subsidiary.

(b) No

creditors’ process described in Clause 28.10 (Creditors’ Process or Expropriation) has been taken in respect of it nor, to its knowledge having made due and careful enquiry, is threatened in relation to it.

23.26 Times for Making Representations

(a) The representations and warranties set out in this Clause are made by the Company on the date of this Agreement and on the date of the Nigeria Guarantee.

(b) Each Guarantor shall make the representations and warranties listed in paragraph (b) of Clause 23.1 (Representations):

(i) in the case of an Original Facility Guarantor, on the date of this Agreement;

(ii) in the case of an Original Nigeria Guarantor, on the date of the Nigeria Guarantee; or

(iii) in the case of an Additional Guarantor, on the Guarantor Accession Date applicable to that Additional Guarantor.

(c) Each Obligor shall be deemed to repeat the Repeating Representations applicable to it on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period.

(d) The representation and warranty set out in paragraph (b) of Clause 23.14 (Pari Passu Ranking) is deemed to be made at the time a Security Document is entered into.

(e) The representations and warranties set out in paragraph (a) of Clause 23.13 (Financial Statements) in respect of each set of audited financial statements delivered pursuant to Clause 24.1 (Financial Statements) shall only be made once in respect of each set of audited financial statements on the date such Financial Statements are delivered.

(f) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

(Signature page to the Amendment and Restatement Agreement)

24. Information Undertakings

24.1 Financial Statements

The Company must supply to the Facility Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year (the “Annual Financial Statements”); and

(b) as soon as the same become available, but in any event within 60 days after the end of each of the first three Financial Quarters of the Financial Year, its consolidated financial statements for the relevant Financial Quarter (the “Quarterly Financial Statements”).

24.2 Compliance Certificate

(a) The Company must supply to the Facility Agent a duly completed Compliance Certificate with each set of its financial statements delivered to the Facility Agent under paragraphs (a) or (b) of Clause 24.1 (Financial Statements).

(b) A Compliance Certificate must be signed by an officer or a director of the Company.

(c) Each Compliance Certificate must specify that no Default or Material Subsidiary Event of Default is continuing, and if this statement cannot be made the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

24.3 Requirements as to Financial Statements

(a) Each set of financial statements delivered pursuant to Clause 24.1 (Financial Statements):

(i) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the Company as at the date to which those financial statements were drawn up; and

(ii) shall be prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Financial Plan, unless, in relation to any set of financial statements, the Company notifies the Facility Agent that there has been a change in IFRS or the accounting practices and the Company delivers to the Facility Agent:

(A) a description of any change necessary for those financial statements to reflect the IFRS or accounting practices upon which the Financial Plan was prepared; and

(B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 25 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Financial Plan.

(b) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Financial Plan was prepared.

(Signature page to the Amendment and Restatement Agreement)

24.4 Information – Miscellaneous

The Company must supply to the Facility Agent (in sufficient copies for all the Lenders if the Facility Agent so requests):

(a) at the same time as they are dispatched, copies of all documents required by law to be dispatched by the Company to its creditors generally;

(b) the details of any litigation, arbitration or administrative proceedings or investigations which are current, threatened or pending against any member of the Group and which have or might, if adversely determined, have a Material Adverse Effect;

(c) promptly but subject in any event to any applicable duty of confidentiality owed by a member of the Group to any person other than a member of the Group, the details of:

(i) any amendment made or waiver granted in respect of the principal amount or tenor of, or financial covenants applicable under, any Existing Material Subsidiary Debt Facility or any Refinancing Facility;

(ii) any Refinancing Facility;

(iii) any Bridge Facility; and

(iv) any debt financing envisaged pursuant to Clause 27.23(b) (Distributions); and

(d) upon request, such other information relating to the assets (which are as stated in the Company’s balance sheet from time to time), financial condition, business or operation of the Company, as the Facility Agent or any other Lender through the Facility Agent may from time to time reasonably request to monitor the compliance of the obligations of the Company.

24.5 Information – Senior Notes

While the Senior Notes remain outstanding, the Company shall procure that each issuer of the Senior Notes sends to the Facility Agent copies of the financial statements sent to the holders of the Senior Notes (or the trustee on their behalf) pursuant to section 4.03(a) of each Senior Notes Indenture.

24.6 Information – listing rules

Notwithstanding any provision of the Finance Documents requiring an Obligor to provide (or procure that a member of the Group provides) any information relating to an Obligor or the Group to any Finance Party (each such obligation, an “Information Obligation”), the Parties agree that, all Information Obligations shall be subject to legal regulatory and exchange requirements applicable to the Obligors in any relevant jurisdiction and no Default shall arise in relation to any Information Obligation as a result of any Obligor or member of the Group not providing information to any Finance Party where such provision would directly result in a breach of any law, regulation or listing rule which is applicable to that Obligor or member of the Group.

24.7 Notification of Default

(a) The Company must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) or any Material Subsidiary Event of Default promptly on becoming aware of its occurrence.

(Signature page to the Amendment and Restatement Agreement)

(b) Promptly on request by the Facility Agent, the Company must supply to the Facility Agent a certificate, signed by a director or senior officer on its behalf, certifying that no Default is continuing (or, if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). The Facility Agent must notify the Lenders of the occurrence of an Event of Default promptly upon becoming aware of it (whether by way of notification from the Company or otherwise).

(c) If any Lender (acting reasonably) suspects that a Material Subsidiary Event of Default has occurred, that Lender may notify the Facility Agent in writing to, and the Facility Agent shall, request the Company to confirm whether or not a Material Subsidiary Event of Default has occurred and is continuing. The Company must, promptly following receipt of any such request, supply to the Facility Agent a certificate, signed by a director or senior officer on its behalf, confirming that no Material Subsidiary Event of Default is continuing (or, if a Material Subsidiary Event of Default is continuing, specifying the relevant default and the steps, if any, being taken to remedy it).

24.8 Use of Websites

(a) The Company may satisfy its obligation under this Agreement to deliver any information by posting such information onto an electronic website designated by the Company and the Facility Agent (a “Designated Website”).

(b) The Facility Agent must supply each Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Facility Agent.

(c) The Company must promptly on becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(d) If the Company notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice must be supplied in paper or alternative electronic form unless and until the Facility Agent (acting reasonably) is satisfied that the circumstances giving rise to the notification are no longer continuing.

24.9 “Know Your Customer” Checks

(a) Subject to paragraph (b) below, the Company must, promptly on request by any Finance Party, supply any documentation or other evidence requested by that Finance Party (whether for itself, or on behalf of any other Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of any “know your customer” checks or other similar checks

(Signature page to the Amendment and Restatement Agreement)

required under any applicable law or regulation in connection with the transactions contemplated by the Finance Documents.

(b) The Company is only required to supply any information under paragraph (a) above, if the information is not already available to the relevant Finance Party and the requirement arises as a result of:

(i) the introduction of, or any change in (or in the interpretation, administration or application of), any law or regulation made after the date of this Agreement;

(ii) any change in the status of the Company after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under any Finance Document to a person that is not a Lender before that assignment or transfer.

(c) Each Lender must, promptly on request by the Facility Agent supply, or procure the supply of, any documentation or other evidence reasonably requested by the Facility Agent (for itself) to enable the Facility Agent to carry out and be satisfied with the results of any “know your customer” checks or other similar checks required under any applicable law or regulation in connection with the transactions contemplated by the Finance Documents.

25. Financial Covenants

25.1 Financial Definitions

“EBITDA” means, in respect of any period for any person, the Net Income for such period, excluding:

(a) total Finance Costs;

(b) total Finance Income;

(c) total income tax (expense)/benefit as stated in the statement of profit or loss for the period;

(d) all depreciation and amortisation expense of that person for such period;

(e) any gains or losses from sales of assets other than inventory sold in the ordinary course of the business;

(f) any impairment of property, plant and equipment and prepaid land rent, or WHT receivable;

(g) any Exceptional Items;

(h) share-based payment transactions;

(i) any net gain or loss from the receipt of any insurance proceeds;

(j) and other non-operating income and expenses; and

(k) minority interest income and expenses,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining the Net Income.

(Signature page to the Amendment and Restatement Agreement)

“Exceptional Items” means items of income and expense that are sufficiently large and unusual due to the significance of their nature, size or incidence of occurrence as to distort comparisons from one period to the next (including, without limitation, any Transaction Costs that are sufficiently large and unusual due to the significance of their nature, size or incidence of occurrence as to distort comparisons from one period to the next).

“Finance Costs” means finance costs as presented in the Financial Statements of the Group as determined in accordance with IFRS.

“Finance Income” means finance income as presented in the Financial Statements of the Group as determined in accordance with IFRS.

“Interest Cover Ratio” means, in respect of any Relevant Period, the ratio of EBITDA of the Group in respect of that Relevant Period to Net Cash Finance Interest Adjusted For Leases in respect of that Relevant Period.

“Leverage Ratio” means, in respect of any Relevant Period, the ratio of Net Financial Indebtedness on the last day of that Relevant Period to EBITDA of the Group in respect of that Relevant Period.

“Net Cash Finance Interest Adjusted For Leases” means, for any period:

(a) the total cash interest or finance costs paid on Financial Indebtedness of the Group (excluding the Transaction Costs), as presented in the cash flow statements from the most recent Financial Statements of the Group, as determined in accordance with IFRS; plus

(b) without duplication the interest expense on the Lease obligations of the Group for such period; less

(c) the total cash finance income received by the Group as presented in the cash flow statements from the most recent Financial Statements of the Group resulting from investments and bank deposits in that period.

“Net Financial Indebtedness” means, in respect of any Relevant Period, the Financial Indebtedness of the Group on the last day of that Relevant Period (other than Financial Indebtedness in respect of hedging agreements or other treasury transactions, in each case to the extent permitted by the terms of this Agreement, except for any crystallised exposures under such hedging agreements or treasury transactions or Financial Indebtedness arising in respect of any terminated hedging agreements or other treasury transactions) less the aggregate amount of Cash (including, for the avoidance of doubt, any cash provided as margin in connection with any terminated hedging agreement or other treasury transaction which has not been applied in paying any relevant termination payment) and Cash Equivalent Investments held by the Group during that Relevant Period.

“Net Income” means, in respect of any Relevant Period, stated as the ‘Profit/(loss)’ for the period in the statement of profit or loss in the Financial Statements of the Group as determined in accordance with IFRS.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Relevant Period” means each period of 12 Months ending on or about the last day of each Financial Quarter.

“Transaction Costs” means all arm’s length, fair market and bona fide fees, commissions, costs and expenses, and stamp, registration and other Taxes incurred by any member of the Group (including any member of the Nigeria Group) in connection with:

(Signature page to the Amendment and Restatement Agreement)

(a) the Facility, the Finance Documents, any Permitted Financial Indebtedness or any Permitted Acquisition; or

(b) the Nigeria Group Credit Facility and any indebtedness or acquisition contemplated or permitted thereunder.

“Total Assets” means the total assets of the Group, calculated on a consolidated basis in accordance with IFRS, excluding all intra-group items and investments in any member of the Group.

25.2 Financial Condition

The Company shall ensure that:

(a) Interest Cover Ratio

On each Quarter Date, the Interest Cover Ratio (i) in respect of any Relevant Period ending up to and including 31 December 2023, shall not be less than 2.75:1; (ii) in respect of any Relevant Period ending 31 March 2024 up to and including 31 December 2025, shall not be less than 2.50:1; and (iii) in respect of any Relevant Period ending 31 March 2026 or later, shall not be less than 2.75:1.

(b) Leverage Ratio

On each Quarter Date, the Leverage Ratio in respect of any Relevant Period shall not be greater than 4.0:1.

25.3 Financial Testing

(a) The financial covenants set out in Clause 25.2 (Financial Condition) shall be calculated in accordance with IFRS and tested by reference to appropriate set of Annual Financial Statements and Quarterly Financial Statements and/or each Compliance Certificate delivered pursuant to Clause 24.2 (Compliance Certificate).

(b) For the purpose of calculating the financial covenants set out in Clause 25.2 (Financial Condition) for each of the Relevant Periods ending on a date which is less than 12 months after the date of completion of any Permitted Acquisition in relation to a person that becomes a member of the Group, EBITDA and Net Cash Finance Interest Adjusted for Leases in relation to that person acquired pursuant to such Permitted Acquisition shall be included for each full Relevant Period, annualised on a straight line basis.

(c) No item shall be taken into account more than once in any calculation.

25.4 Equity Cure

(a) If, in the event of a breach (or in anticipation of a breach) of paragraph (a) (Interest Cover Ratio) and/or paragraph (b) (Leverage Ratio) of Clause 25.2 (Financial Condition), the Company receives the proceeds of New Shareholder Injections or Company Shareholder Loans (such proceeds an “Additional Investment”) at any time prior to the date falling 20 Business Days after the final date for delivery of the Compliance Certificate in relation to such Relevant Period in respect of which such breach has occurred (or is believed will occur), Interest Cover Ratio and Leverage Ratio shall be recalculated as follows:

(i) for the calculation of Interest Cover Ratio, the total amount of Financial Indebtedness on which “Net Cash Finance Interest Adjusted For Leases”

(Signature page to the Amendment and Restatement Agreement)

is calculated in respect of the Relevant Period shall be deemed to have been reduced by the entire amount of the Additional Investment; and/or

(ii) for the calculation of Leverage Ratio, “Net Financial Indebtedness” as at the last day of such Relevant Period shall be deemed to have been reduced by the entire amount of the Additional Investment.

(b) If, after giving effect to the adjustments referred to in paragraph (a) above, the requirements of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) are met, the requirements of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) shall be deemed to have been satisfied as at the relevant original date of determination for the purposes of the Finance Documents.

(c) The relevant Additional Investment shall be applied solely for the purpose of ascertaining compliance with paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) and for no other reason.

(d) The rights of the Company under paragraph (a) above cannot be exercised more than four times during the life of the Facilities and, where the Company exercises its rights under paragraph (a) above (a “Cure”), it shall not be permitted to exercise its rights under paragraph (a) above again during the six Months in respect of the next two Quarter Dates following the date of exercise of a Cure.

(e) If the amount of the Additional Investment is greater than the amount required to cure the relevant breach (such excess being the “Over-cure Amount”), the Company may elect to apply all or part of such Over-cure Amount towards curing any subsequent breach of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) (as applicable), and such application shall (together with the rest of the Additional Investment) be deemed to be one exercise of the Company’s rights under paragraph (a) above, provided that such Over-cure Amount has not already been applied for any other purpose and remains unspent and held with an Acceptable Bank and not committed to be spent in any manner. For the avoidance of doubt, Over-Cure Amounts are subject to the restriction in paragraph (d) above.

(f) For the six-Month period commencing on the later of the date on which the proceeds of an Additional Investment are received by the Company and the date any Over-cure Amount is applied in accordance with this Clause 25.4, the Company shall not pay any dividend or other distribution to its shareholders and/or the person that provided the relevant Additional Investment.

26. Stamping

Upon a Default that is continuing, the Company shall within five Business Days following the request of the Facility Agent (acting on the instructions of the Majority Lenders) provide evidence that those Finance Documents to which a Nigerian member of the Group is a party have been stamped in Nigeria.

27. General Undertakings

27.1 General

(a) The Company agrees to be bound by the undertakings set out in this Clause 27 relating to it and, except where expressly agreed otherwise where an undertaking is

(Signature page to the Amendment and Restatement Agreement)

expressed to apply to a Material Subsidiary, the Company must ensure that each Material Subsidiary which is not a Guarantor perform that undertaking.

(b) Subject to the other provisions of this Clause 27, each Guarantor agrees to be bound by the undertakings set out in this Clause 27 expressed to be binding on an Obligor.

(c) Without prejudice to the obligations of the Guarantors under this Agreement, the Company’s procurement obligations in respect of each Material Subsidiary contained in paragraph (b) of Clause 27.2 (Authorisations and Consents), Clause 27.3 (Compliance with Laws), Clause 27.6 (Environmental Compliance), Clause 27.8 (Preservation of Assets), Clause 27.11 (Acquisitions), Clause 27.12 (Joint Ventures) and Clause 27.15 (Change of Business):

(i) shall only apply to the extent the relevant action or inaction to be procured by the Company is not inconsistent with the obligations of that Material Subsidiary under any Existing Material Subsidiary Debt Facility and, if the relevant Existing Material Subsidiary Debt Facility does not contain any analogous obligation or undertaking of the relevant Material Subsidiary to the Company’s procurement obligation in respect of any of the clauses listed above, then that procurement obligation shall not apply in relation to that Material Subsidiary for so long as the relevant Existing Material Subsidiary Debt Facility continues in full force and effect; and

(ii) will not cause a breach of an undertaking under this Clause 27 to occur in relation to that Material Subsidiary, if any fact, event or circumstance (that would otherwise give rise to a breach of such undertaking) would not constitute or give rise to a breach of an undertaking applicable to the relevant Material Subsidiary under any Existing Material Subsidiary Debt Facility (and no Default shall arise or be deemed to arise in respect thereof).

(d) For the avoidance of doubt, except where expressly agreed otherwise, where an undertaking is expressed to apply to a member of the Group it shall include the Guarantors.

27.2 Authorisations and Consents

Each Obligor shall (and the Company shall ensure that each Material Subsidiary will) promptly apply for, obtain and promptly renew from time to time and maintain in full force and effect all Authorisations, and comply with the terms of all such Authorisations, and promptly make and renew from time to time all such filings, as may be required under any applicable law or regulation of a Relevant Jurisdiction to:

(a) carry out the transactions contemplated by the Finance Documents to which it is a party and to ensure that, subject to the Legal Reservations and Perfection Requirements, its obligations under the Finance Documents to which it is party are valid, legally binding and enforceable; and

(b) carry on its business save to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

27.3 Compliance with Laws

Each Obligor shall (and the Company shall procure that each Material Subsidiary will) comply with all laws and regulations binding upon it, where failure to comply would be reasonably likely to have a Material Adverse Effect.

(Signature page to the Amendment and Restatement Agreement)

27.4 Sanctions

(a) No Obligor shall (and the Company shall procure that no Subsidiary, nor any other person acting on its or their behalf, will):

(i) directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loan or other transaction(s) contemplated by this Agreement to finance any trade, business or other activities:

(A) involving, or for the benefit of, any Restricted Party; or

(B) in any other manner that would reasonably be expected to result in any Obligor, Material Subsidiary or any Finance Party being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party;

(ii) engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions; or

(iii) fund all or part of any payment in connection with a Finance Document out of proceeds derived from any action which is in breach of any Sanctions.

(b) The Company shall ensure that appropriate controls and safeguards are put in place designed to prevent any action being taken that would be contrary to paragraph (a) above.

(c) Subject to paragraph (d) below, this Clause 27.4 shall not apply for the benefit of any Finance Party if and to the extent that giving, complying with or receiving the benefit of (as applicable) such undertaking results in any breach by that Finance Party of any applicable Blocking Law.

(d) In relation to each Finance Party that notifies the Facility Agent and the Company to this effect, any provision of or action required by paragraph (a) or (b) above that results in that Finance Party breaching any applicable Blocking Law will continue to apply for the benefit of that Finance Party notwithstanding such breach and accordingly paragraph (c) will not apply to that Finance Party to this degree.

27.5 Anti-Bribery and Corruption and Anti-Money Laundering

(a) Each Obligor shall (and the Company shall procure it and that of its Subsidiaries will) conduct its business in compliance with Anti-Corruption Laws and Money Laundering Laws.

(b) No Obligor shall (and the Company shall procure that each member of the Group and each of its respective directors, officers and employees will) not directly, or indirectly, use all or any of the proceeds of any Facility for any purpose which would breach Anti-Corruption Laws or Money Laundering Laws.

27.6 Environmental Compliance

Each Obligor shall (and the Company shall procure that each Material Subsidiary will) comply with all applicable requirements of the Performance Standards where failure to do so would be reasonably likely to have a Material Adverse Effect.

(Signature page to the Amendment and Restatement Agreement)

27.7 Pari Passu Ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

27.8 Preservation of Assets

The Company shall (and shall procure that each Material Subsidiary will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets in the conduct of its business where failure to do so would be reasonably likely to have a Material Adverse Effect.

27.9 Negative Pledge

(a) In this Clause 27.9 (Negative Pledge), “Quasi-Security” means an arrangement or transaction described in paragraph (d) below.

(b) The Company shall not create or permit to subsist any Security over any of its assets.

(c) The Company shall procure that no Obligor or Material Subsidiary create or permit to subsist any Security or Quasi-Security over any of its assets.

(d) The Company shall not (and shall procure that no Material Subsidiary will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(e) Paragraphs (b), (c) and (d) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

27.10 Disposals

(a) Except as provided under paragraph (b) below, the Company shall not (and shall procure that each Guarantor and Material Subsidiary will not), either in a single transaction or in a series of transactions (whether related or not), dispose of all or any part of any asset.

(b) Paragraph (a) above does not apply to any Permitted Disposal or a Permitted Transaction.

27.11 Acquisitions

(a) Except as provided under paragraph (b) below, the Company shall not (and shall procure that no member of the Group will) acquire any business, shares or other ownership interests in any other person.

(Signature page to the Amendment and Restatement Agreement)

(b) Paragraph (a) above does not apply to a Permitted Acquisition or a Permitted Transaction.

27.12 Joint Ventures

(a) Except as provided under paragraph (b) below, the Company shall not (and shall procure that no member of the Group will) enter into, invest in or acquire any Joint Venture.

(b) Paragraph (a) above does not apply to, or in relation to, a Permitted Acquisition, a Permitted Transaction, a Permitted Loan, a Permitted Disposal or a Permitted Joint Venture.

27.13 Mergers

(a) Except as permitted under paragraph (b) below, no Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction.

(b) Paragraph (a) above does not apply to any Permitted Reorganisation.

27.14 Financial Indebtedness

(a) Except as permitted under paragraph (b) below, the Company shall not (and shall ensure that no Material Subsidiary or Guarantor will) incur or allow to remain outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to Permitted Financial Indebtedness.

27.15 Change of Business

The Company must ensure that no substantial change is made to the general nature of the business of any Obligor or any Material Subsidiary from that carried on at the date of this Agreement.

27.16 Loans or Credit

(a) Except as permitted under paragraph (b) below, neither the Company, an Obligor nor a Material Subsidiary shall be a creditor in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Loan; or

(ii) a Permitted Transaction.

27.17 Funding by the Company of Material Subsidiaries

(a) If an Event of Default is continuing and has arisen solely as a result of an act or omission of the Company (and not, for the avoidance of doubt, for breach of a procurement obligation or as a result of a misrepresentation in respect of another party), the Company shall not provide any funding to any member of the Group for so long as that Event of Default is continuing, other than the proceeds of any New Shareholder Injection or Company Shareholder Loan which are to be used to on lend to that member of the Group to cure any default (however described and whether through repayment, prepayment or otherwise) under any financing arrangement of that member of the Group.

(b) If a Material Subsidiary Event of Default is continuing, the Company shall not provide any funding to the Material Subsidiary which has given rise to that Material

(Signature page to the Amendment and Restatement Agreement)

Subsidiary Event of Default, other than any amount which is used to on-lend to that Material Subsidiary to cure that Material Subsidiary Event of Default or to cure any default (howsoever described) in relation to any financial covenant of that Material Subsidiary or any of its Subsidiaries.

27.18 Dividends and Share Redemption

The Company shall not:

(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(b) pay or repay or allow any member of the Group to pay or repay any amounts in connection with any Financial Indebtedness owing by any member of the Group to any of the Company’s direct or indirect shareholders, other than any Financial Indebtedness in relation to which such a shareholder is a debt provider alongside, and on the same terms as, persons who are not direct or indirect shareholders of the Company.

(c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the Company’s direct or indirect shareholders; or

(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so,

if, in each case, a Default is continuing or would result from any action contemplated under paragraphs (a) to (d) above (inclusive).

27.19 Taxes

(a) Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes; and

(iii) such payment can be lawfully withheld and failure to pay those Taxes would not be reasonably likely to have a Material Adverse Effect.

(b) The Company will remain resident for Tax purposes only in:

(i) the UK and (as a result of its registration by way of continuation in the Cayman Islands) the Cayman Islands; or

(ii) the UK,

and each Guarantor will remain resident for Tax purposes in its jurisdiction of incorporation or establishment.

27.20 Auditors

The Auditors shall be an internationally recognised independent public accounting firm.

27.21 Financial Assistance

The Company shall not (and will procure that no member of the Group will) use the proceeds of any Loan in a manner which would, or would be reasonably likely to:

(Signature page to the Amendment and Restatement Agreement)

(a) result in the guarantee or indemnity from a Guarantor under Clause 21 (Guarantee and Indemnity) or the Nigeria Guarantee constituting unlawful financial assistance for the purposes of any law applicable to the relevant Guarantor; or

(b) otherwise cause the guarantee or indemnity of a Guarantor under Clause 21 (Guarantee and Indemnity) or the Nigeria Guarantee to be void, avoidable, invalidated or otherwise ineffective.

27.22 Further Assurance

(a) Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Security) or for the exercise of any rights, powers and remedies of the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or confer on the Secured Parties, Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Documents; and/or

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security.

(b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

27.23 Distributions

After the date of this Agreement, the Company shall ensure that no Material Subsidiary (including a Material Subsidiary which is also a Guarantor) enters into any debt financing (or amends or otherwise modifies any Existing Material Subsidiary Debt Facility or Refinancing Facility or other debt financing) in such a way which materially restricts (or further materially restricts) the ability of a Material Subsidiary to directly or indirectly, pay dividends or other distributions to the Company, except for restrictions:

(a) arising under the Finance Documents, the Nigeria Group Credit Facility or a Senior Notes Indenture;

(b) arising under any debt financing of a Material Subsidiary acquired, or a Subsidiary which becomes a Material Subsidiary, after the date of this Agreement, provided such debt financing is incurred (and is on terms, insofar as relevant to the ability of a Material Subsidiary to directly or indirectly pay dividends or other distributions to the Company, existing):

(i) immediately prior to the closing date of such acquisition, in the case of any such acquired Material Subsidiary; or

(Signature page to the Amendment and Restatement Agreement)

(ii) in relation to any Subsidiary that becomes a Material Subsidiary, at any time prior to the date on which such Subsidiary becomes a Material Subsidiary;

(c) arising under any refinancing of any debt financing or Financial Indebtedness referred to in paragraph (a) or paragraph (b) above, provided that the restrictions are not materially worse, taken as a whole, than those restrictions in the debt facility being refinanced;

(d) arising by operation of law or regulation;

(e) (in the case of amendments to any Existing Material Subsidiary Debt Facility or Refinancing Facility in relation to that Existing Material Subsidiary Debt Facility) not materially worse, taken as a whole, than the restrictions applicable on that Material Subsidiary under the relevant Existing Material Subsidiary Debt Facility in force at the date of this Agreement;

(f) (in the case of any Refinancing Facility) not materially worse, taken as a whole, than the restrictions applicable on that Material Subsidiary under the relevant Existing Material Subsidiary Debt Facility in force as at the date of this Agreement under the Existing Material Subsidiary Debt Facility that has been refinanced; and/or

(g) (in the case of amendments to any Existing Material Subsidiary Debt Facility made after the Second Effective Date or any Refinancing Facility in relation to that Existing Material Subsidiary Debt Facility entered into after the Second Effective Date) not materially worse, taken as a whole, than the restrictions applicable on that Material Subsidiary under the relevant Existing Material Subsidiary Debt Facility in force at the Second Effective Date;

(h) arising under the terms of any debt financing of a Material Subsidiary where the relevant Material Subsidiary has no obligation to repay principal thereunder for a certain period (a “Principal Repayment Exception Period”), provided that:

(i) such Principal Repayment Exception Period does not extend for more than three years after the first utilisation date of the relevant financing;

(ii) such restrictions only apply for as long as the duration of the Principal Repayment Exception Period; and

(iii) (A) in the case of a Subsidiary which is a Material Subsidiary at the date of this Agreement (and for so long as it is a Material Subsidiary), to the extent that the relevant Material Subsidiary receives funds (directly or indirectly) from a Utilisation, that Material Subsidiary (and its Holding Companies that are Subsidiaries of the Company) are able to make distributions (directly or indirectly) to the Company in cash in an amount at least equal to the amount of that Utilisation (B) in the case of any other Material Subsidiary, to the extent that the relevant Material Subsidiary receives funds (directly or indirectly) from a Utilisation, that Material Subsidiary or other members of the Group are able to make distributions (directly or indirectly) to the Company in cash in an amount at least equal to the amount of that Utilisation,

and, for the purposes of this Clause, the phrase “taken as a whole” shall be applied to the amended or new terms on a continuing and time to time basis by reference to the terms of the relevant Existing Material Subsidiary Debt Facility or debt facility referred to in paragraph (b) above.

(Signature page to the Amendment and Restatement Agreement)

27.24 Arm’s Length Basis

(a) Except as permitted by paragraph (b) below, no Obligor (other than IHS Netherlands Holdco B.V. or the Company) shall enter into any transaction except on arm’s length terms.

(b) The following transactions shall not be a breach of this Clause 27.24:

(i) any transaction which constitutes a Permitted Payment;

(ii) any transaction in respect of any Transaction Costs;

(iii) any Permitted Loan made to an employee or director of any Nigeria Group member or under paragraph (b) of the definition of Permitted Loan;

(iv) any transaction which is no less favourable to the relevant Nigeria Group member than a transaction on arm’s length terms; and

(v) any transaction entered into with the Company or any member of the Nigeria Group.

27.25 Conditions Subsequent

(a) The Company shall procure that each Subsequent Bond Obligor becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors) on the date that Subsequent Bond Obligor becomes a guarantor in respect of the Senior Notes, subject to paragraph (c) below, provided that no Bond Obligor shall be required to become an Additional Guarantor to the extent it would be unlawful or illegal to do so.

(b) The Company shall procure that each person that becomes a member of the Nigeria Group after the date of this Agreement shall, subject to paragraph (c) below, as soon as possible after becoming a member of the Nigeria Group and in any event within twenty Business Days after becoming a member of the Nigeria Group, becomes an Additional Guarantor in accordance with Clause 32.2 (Additional Guarantors) provided that no member of the Nigeria Group shall be required to become an Additional Guarantor to the extent it would be unlawful or illegal to do so.

(c) To the extent it is or would be unlawful or illegal for a Bond Obligor or any person that becomes a member of the Nigeria Group after the date of this Agreement to become or remain a Guarantor, the Company and the relevant Bond Obligor or member of the Nigeria Group shall use all reasonable endeavours to overcome and/or avoid any such illegality or unlawfulness, including, without limitation:

(i) carrying out any financial assistance “whitewash” or other similar procedure; and/or

(ii) obtaining (or procuring) all relevant corporate authorisations to enable that Bond Obligor or member of the Nigeria Group to lawfully enter into, exercise its rights and comply with its obligations as a Guarantor under the Finance Documents.

(d) The Company shall ensure that all necessary steps to comply with the Perfection Requirements in relation to the Security Documents are carried out within the maximum applicable time period for compliance therewith provided for under applicable law and/or regulation.

(Signature page to the Amendment and Restatement Agreement)

28. Events of Default

28.1 Events of Default

Each of the events or circumstances set out in this Clause (other than Clause 28.19 (Acceleration) and Clause 28.20 (Clean-up Period)), is an Event of Default.

28.2 Non-Payment

The Company does not pay on the due date any amount payable pursuant to a Finance Document, or a Guarantor does not pay on the due date any amount payable by it pursuant to a Finance Document, in each case in the manner and at the place and in the currency in which it is expressed to be payable, unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within five Business Days of its due date.

28.3 Financial Covenants

Any requirement of Clause 25 (Financial Covenants) is not satisfied.

28.4 Other Obligations

(a) Subject to paragraph (d) of Clause 27.1 (General), an Obligor does not comply with any provision of the Finance Documents applicable to it (other than those referred to in Clause 28.2 (Non-Payment), Clause 28.3 (Financial Covenants), paragraph (c) of Clause 23.2 (Status), Clause 27.4 (Sanctions) and Clause 27.5 (Anti-Bribery and Corruption and Anti-Money Laundering)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 20 Business Days of the earlier of the Facility Agent giving notice to the Company of the failure to comply and the Company or relevant Obligor becoming aware of the failure to comply (provided that this paragraph (b) shall not apply in relation to any failure to comply constituting a Clean-up Default in respect of which none of the exceptions in paragraph (b) of Clause 28.20 (Clean-up Period) apply).

28.5 Misrepresentation

Any representation, warranty or statement made or deemed to be made by an Obligor in the Finance Documents or in any other document delivered by or on behalf of an Obligor under or in connection with any Finance Document (other than under or in connection with paragraph (c) of Clause 23.2 (Status) or Clause 27.4 (Sanctions)) is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless (except to the extent such misrepresentation, breach of warranty or misstatement constitutes a Clean-up Default in respect of which none of the exceptions in paragraph (b) of Clause 28.20 (Clean-up Period) apply) the circumstances giving rise to the misrepresentation, breach of warranty or misstatement:

(a) are capable of remedy; and

(b) are remedied within 20 Business Days of the earlier of the Facility Agent giving notice of the misrepresentation, breach of warranty or misstatement to the Company

(Signature page to the Amendment and Restatement Agreement)

and the Company or relevant Obligor becoming aware of the misrepresentation, breach of warranty or misstatement.

28.6 Company Cross-Default

Any of the following occurs in respect of the Company:

(a) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

(b) any of its Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph (k) of that definition when the underlying obligation is in respect of a member of the Group) is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described); or

(c) any of its creditors becomes entitled to declare any of its Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph (k) of that definition when the underlying obligation is in respect of a member of the Group) due and payable before its specified maturity as a result of any event of default (however described),

unless the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within all or any of paragraphs (a) to (c) above is less than USD 75,000,000 (or its equivalent in any other currency or currencies).

28.7 Obligor Cross-Default

Any of the following occurs in respect of an Obligor (other than the Company):

(a) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

(b) any of its Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph (k) of that definition when the underlying obligation is in respect of a member of the Group) is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described); or

(c) any of its creditors becomes entitled to declare any of its Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph (k) of that definition when the underlying obligation is in respect of a member of the Group) due and payable before its specified maturity as a result of any event of default (however described),

unless the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within all or any of paragraphs (a) to (c) above is less than USD 75,000,000 (or its equivalent in any other currency or currencies).

28.8 Insolvency

(a) Any Obligor:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) suspends making payments on any of its debts; or

(iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(Signature page to the Amendment and Restatement Agreement)

(b) The value of the assets of an Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of an Obligor.

28.9 Insolvency Proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor other than a solvent liquidation or reorganisation;

(ii) a composition, compromise, assignment or arrangement with any creditor of an Obligor;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of an Obligor or its assets;

(iv) enforcement of any Security over any assets of an Obligor; or

(v) any analogous procedure or step is taken in any jurisdiction.

(b) This Clause 28.9 shall not apply to (i) any winding-up petition which is frivolous or vexatious or which is being contested in good faith, and, in each case, is discharged, stayed or dismissed within 40 Business Days of commencement or (ii) any step or procedure which is a Permitted Reorganisation.

28.10 Creditors’ Process or Expropriation

Any expropriation, seizure, nationalisation, compulsory acquisition, attachment, sequestration, distress, execution or any analogous event having an aggregate value of at least USD 100,000,000 (or its equivalent in any other currency) affects any asset or assets of the Group and is not discharged within 40 Business Days.

28.11 Cessation of Business

An Obligor ceases, or threatens to cease, to carry on all or a material part of its business except as a result of any disposal not prohibited under this Agreement.

28.12 Invalidity and Unlawfulness

(a) Subject to the Legal Reservations and the Perfection Requirements at any time it is or becomes unlawful for any Obligor to perform any of its material obligations under any of the Finance Documents or any Security created or expressed to be created by the Security Documents ceases to be effective.

(b) Any obligation or obligations of any Obligor under any Finance Document is or are not or cease or ceases to be (subject to the Legal Reservations and the Perfection Requirements) legal, valid, binding or enforceable and the cessation individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents.

(c) Subject to the Legal Reservations and Perfection Requirements, any Finance Document ceases to be in full force and effect or any Security ceases to be legal,

(Signature page to the Amendment and Restatement Agreement)

valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

28.13 Repudiation and Rescission of Agreements

Any Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document to which it is a party.

28.14 Material Adverse Change

At any time after the date of this Agreement, any event or series of events occurs which has or would be reasonably likely to have a Material Adverse Effect.

28.15 Failure to Comply with Court Judgment

An Obligor fails to comply with or pay by the required time any sum due from it under any final judgment or any final order made or given by a court, in each case of competent jurisdiction, having a value of at least USD 75,000,000 (or its equivalent in any other currency).

28.16 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes is commenced or threatened against an Obligor or its assets which is reasonably likely to be adversely determined and, if adversely determined, would be reasonably likely to have a Material Adverse Effect.

28.17 Auditor’s Qualification

The Auditors qualify their report on the audited financial statements of the Company (a) on the grounds that the Auditors are unable to prepare those financial statements on a going concern basis (other than where such qualification arises solely because of a potential breach of the financial covenants in Clause 25.2 (Financial Condition)), (b) where that qualification is otherwise in terms or as to issues which could otherwise reasonably be expected to be (individually or cumulatively) materially adverse to the interests of the Finance Parties under the Finance Documents or (c) by reason of failure to disclose material information or materially inaccurate disclosure.

28.18 Revocation of Material Authorisation

A material licence or Authorisation of an Obligor or a Material Subsidiary has been revoked or ceases to be in full force as a result of a final definitive judgement.

28.19 Acceleration

If an Event of Default is continuing, the Facility Agent may, and must if so instructed by the Majority Lenders, by notice to the Company:

(a) cancel all or part of the Total Commitments;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable;

(c) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or

(Signature page to the Amendment and Restatement Agreement)

(d) exercise or direct the Security Agent to exercise any or all of its rights, powers, authorities, discretions or remedies under the Finance Documents.

Any such notice will take effect in accordance with its terms.

28.20 Clean-up Period

(a) Notwithstanding any other provision of any Finance Document, in respect of any Permitted Acquisition made after the date of this Agreement, during the period from the date of closing (however defined) of that Permitted Acquisition to the date falling 90 days thereafter (the “Clean-up Period”), if any matter or circumstance that exists exclusively in respect of any entity which is the direct or indirect subject of the relevant Permitted Acquisition (and which matter or circumstance exists prior to or on (but not after) the date of the closing (howsoever defined) of the relevant Permitted Acquisition) would constitute a breach of representation or warranty, a breach of covenant or a Default (in each case, a “Clean-up Default”) then:

(i) promptly upon becoming aware of its occurrence, the Company shall notify the Facility Agent of that Clean-up Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and

(ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default.

(b) Paragraph (a) above shall not apply with respect to any Clean-up Default that:

(i) is not capable of remedy;

(ii) is capable of remedy but reasonable steps are not being taken to remedy it;

(iii) has been procured by or approved by the Company; or

(iv) could reasonably be expected to have a Material Adverse Effect.

(c) If the relevant circumstances are continuing on or after the end of the Clean-up Period, there shall be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

(d) If a Clean-up Default is continuing in relation to a Material Subsidiary, during the period until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default ceasing to continue, any Subsidiary which ceased or would cease to be a Material Subsidiary as a result of the relevant Permitted Acquisition, by operation of the definition of Material Subsidiary, shall continue to be a Material Subsidiary.

29. Security

29.1 Security Agent as Holder of Security

(a) In this Clause 29.1 (Security Agent as Holder of Security):

“Secured Party Claim” means any amount which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

“Security Agent Claim” has the meaning given to it in paragraph (c) below.

(Signature page to the Amendment and Restatement Agreement)

(b) Unless expressly provided to the contrary in any Finance Document, the Security Agent declares that it holds any security created by a Security Document and the proceeds of that security on trust for the Secured Parties on the terms contained in this Agreement.

(c) Each Obligor must pay the Security Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (each a “Security Agent Claim”).

(d) Unless expressly provided to the contrary in any Finance Document, the Security Agent holds:

(i) any security created by a Security Document;

(ii) the benefit of any Security Agent Claims; and

(iii) any proceeds of the security,

for the benefit, and as the property, of the Secured Parties and so that they are not available to the personal creditors of the Security Agent.

(e) Each Security Agent Claim is created on the understanding that the Security Agent must:

(i) share the proceeds of each Security Agent Claim with the other Secured Parties; and

(ii) pay those proceeds to the Secured Parties,

in accordance with Clause 34 (Application of Proceeds).

(f) The Security Agent may enforce performance of any Security Agent Claim in its own name as an independent and separate right. This includes any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.

(g) Each Secured Party must, at the request of the Security Agent, perform any act required in connection with the enforcement of any Security Agent Claim. This includes joining in any proceedings as co- claimant with the Security Agent.

(h) Unless the Security Agent fails to enforce a Security Agent Claim within a reasonable time after its due date, a Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the Security Agent.

(i) Each Obligor irrevocably and unconditionally waives any right it may have to require a Secured Party to join in any proceedings as co-claimant with the Security Agent in respect of any Security Agent Claim.

(j) Each Secured Party Claim and Security Agent Claim is created on the understanding that:

(i) the discharge by an Obligor of a Secured Party Claim will discharge the corresponding Security Agent Claim in the same amount.

(ii) the discharge by an Obligor of a Security Agent Claim will discharge the corresponding Secured Party Claim in the same amount;

(Signature page to the Amendment and Restatement Agreement)

(iii) the aggregate amount of the Security Agent Claims will never exceed the aggregate amount of Secured Party Claims;

(iv) a defect affecting a Security Agent Claim against an Obligor will not affect any Secured Party Claim; and

(v) a defect affecting a Secured Party Claim against an Obligor will not affect any Security Agent Claim.

(k) If the Security Agent returns to any Obligor, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Security Agent.

29.2 No Responsibility to Perfect Security

The Security Agent will not be liable to any Party or any other person for any failure to perfect or protect any Security created under any Security Document including any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any Security Asset (and the Security Agent may allow any bank providing safe custody services or any professional adviser to the Security Agent to retain any such deed or document in its possession);

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Security Document or any Security created under any Security Document;

(c) register, file or record or otherwise protect its rights under any Security Document (or the priority of any Security created under any Security Document) under any law or regulation or to give notice to any person of the execution of any Security Document or the existence of any such Security;

(d) take, or to require any Obligor to take, any step to perfect its title to any Security Asset or to render any Security created under any Security Document effective or to secure the creation of any ancillary Security under any law or regulation; or

(e) require any further assurance in relation to any Security Document.

29.3 Insurance by Security Agent

(a) The Security Agent will not be obliged:

(i) to insure any of the Security Assets;

(ii) to require any other person to maintain any insurance; or

(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent will not be liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the lack of, or inadequacy of, any such insurance.

(b) Where the Security Agent is named on any insurance policy as an insured party, it will not be liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the Security Agent’s failure to notify the insurers of any material fact relating to the risk assumed by the insurers or any other

(Signature page to the Amendment and Restatement Agreement)

information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

29.4 Acceptance of Title

The Security Agent may accept without enquiry, and will not be obliged to investigate, any right or title any Obligor may have to any Security Asset and will not be liable for, or bound to require any Obligor to remedy, any defect in its right or title.

29.5 Release of Security

(a) If a Guarantor:

(i) ceases to be a member of the Group; or

(ii) is released from its obligations under the Finance Documents,

in a manner permitted or not prohibited under the Finance Documents, any Security created by that Guarantor over its assets under the Security Documents will be released.

(b) If a disposal of any asset subject to a Security created by a Security Document is made in the following circumstances:

(i) the disposal is allowed by the terms of the Finance Documents and will not result in, or could not reasonably be expected to result in, any Default;

(ii) all Lenders agree to the disposal;

(iii) the disposal is being made at the request of the Security Agent in circumstances where any Security created by the Security Documents has become enforceable; or

(iv) the disposal is being effected by enforcement of a Security Document,

the asset being disposed of (and, in the case of a disposal of shares in a Guarantor which results in it ceasing to be a member of the Group, all of the assets of that Guarantor) will be released from any Security over it created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(c) Any release under this Clause 29.5 (Release of Security) will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders.

(d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect.

(e) If the Security Agent is instructed by the Facility Agent that a release is allowed under this Clause 29.5 (Release of Security), (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document.

(Signature page to the Amendment and Restatement Agreement)

29.6 Certificate of Non-Crystallisation

The Security Agent may, at the cost and request of the Company, issue certificates of non-crystallisation.

29.7 Enforcement Through Security Agent Only

The Finance Parties have no independent power to enforce, and no recourse to, any of the Security Documents or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

29.8 Information for Security Agent

Each Finance Party and each Obligor must supply the Security Agent with any information that the Security Agent may reasonably specify as being necessary or desirable to enable it to perform its functions as Security Agent.

30. Changes to the Lenders

30.1 Assignments and Transfers by the Lenders

Subject to the other provisions of this Clause and Clause 31 (Restriction on Debt Purchase Transactions), a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

30.2 Conditions of Assignment or Transfer

(a) The consent of the Company is required for an assignment, transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) unless (subject to paragraph (c) below) the assignment or transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) is:

(i) to another Lender or an Affiliate of a Lender;

(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;

(iii) to an entity included on the White List; or

(iv) effected at a time when an Event of Default is continuing.

(b) The Facility Agent has no obligation to verify that the conditions set out in paragraph (a) above have been satisfied.

(c) Notwithstanding the above or any other provisions of this Agreement, an Existing Lender must obtain the prior written consent of the Company (to be granted in its absolute discretion) before entering into any assignment, transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or

(Signature page to the Amendment and Restatement Agreement)

derivative transaction (which transfers any discretion with regard to the exercise of voting rights) with or in favour of any person that is a Trade Competitor at the time of such assignment, transfer, sub-participation or derivative transaction.

For this purpose “Trade Competitor” means a person, or an Affiliate or Related Fund of such person, where such person’s primary business, or a material portion of such person’s business, is substantially the same as the business of the Group or any member of the Group, including the business of passive telecommunication infrastructure.

(d) Except in the case of paragraph (c) above, the consent of the Company to an assignment or transfer (if required) must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless consent is expressly refused by the Company within that time.

(e) Each Existing Lender shall use its reasonable endeavours to provide prior written notice of any proposed assignment, transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) to be entered into by such Existing Lender to the Company and the Facility Agent as soon as possible and no later than 10 Business Days prior to the date of such assignment, transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or derivative transaction (which transfers any discretion with regard to the exercise of voting rights) (provided that, for the avoidance of doubt, any failure to provide such prior written notice will not, in any event, solely as a result of such failure result in that Existing Lender or New Lender being a Defaulting Lender or invalidate that assignment, transfer, sub-participation (which transfers any discretion with regards to the exercise of any voting rights) or derivative transaction (which transfers any discretion with regard to the exercise of voting rights)).

(f) Unless the Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or of part of its rights and obligations under this Agreement by an Existing Lender must be in a minimum amount of USD 1,000,000 or, if the Commitment of an Existing Lender is less than USD 1,000,000, the whole amount of that Existing Lender’s Commitment.

(g) An assignment will only be effective on:

(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will, in relation to the assigned rights, assume obligations to the other Parties equivalent to those it would have been under if it had been an Original Lender; and

(ii) performance by the Facility Agent of any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to such assignment to a New Lender, the completion of which the Facility Agent must notify to the Existing Lender and the New Lender promptly.

(h) A transfer will only be effective if the procedure set out in Clause 30.5 (Procedure for Transfer) is complied with.

(Signature page to the Amendment and Restatement Agreement)

(i) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a Tax Payment or a payment relating to Increased Costs,

then the relevant Obligor is only obliged to make that Tax Payment or payment relating to Increased Costs to the same extent that it would have been obliged to pay if the assignment, transfer or change had not occurred.

(j) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms that:

(i) the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or before the date on which the transfer or assignment becomes effective in accordance with this Agreement; and

(ii) it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

30.3 Assignment or Transfer Fee

Unless the Facility Agent otherwise agrees, a New Lender must, on or before the date on which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 3,000.

30.4 Limitation of Responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and must continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities (including the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(Signature page to the Amendment and Restatement Agreement)

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

30.5 Procedure for Transfer

(a) Subject to the conditions set out in Clause 30.2 (Conditions of Assignment or Transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent must, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement, execute that Transfer Certificate.

(b) The Facility Agent is only obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied with the results of any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to the transfer to such New Lender.

(c) Subject to Clause 30.9 (Pro Rata Interest Settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender will be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents will be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender will assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) each Administrative Party, the New Lender and other Lenders will acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent each Administrative Party and the Existing Lender will each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender will become a Party as a “Lender”.

(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Transfer Certificate on its behalf.

(Signature page to the Amendment and Restatement Agreement)

30.6 Procedure for Assignment

(a) Subject to the conditions set out in Clause 30.2 (Conditions of Assignment or Transfer), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent must, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Facility Agent is only obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied with the results of any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to the assignment to such New Lender.

(c) Subject to Clause 30.9 (Pro Rata Interest Settlement), on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement;

(iii) the New Lender will become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations;

(iv) if the assignment relates only to part of the Existing Lender’s participation in the outstanding Loans that part will be separated from the Existing Lender’s participation in the outstanding Loans, made an independent debt and assigned to the New Lender as a whole debt; and

(v) the Facility Agent’s execution of the Assignment Agreement as agent for the Company will constitute notice to the Company of the assignment.

(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Assignment Agreement on its behalf.

(e) Lenders may utilise procedures other than those set out in this Clause 30.6 (Procedure for Assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 30.5 (Procedure for Transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 30.2 (Conditions of Assignment or Transfer).

30.7 Copy of Transfer Certificate or Assignment Agreement to Company

The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Company a copy of that Transfer Certificate or Assignment Agreement.

(Signature page to the Amendment and Restatement Agreement)

30.8 Security Over Lenders’ Rights

In addition to the other rights provided to Lenders under this Clause, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security will:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

30.9 Pro Rata Interest Settlement

(a) In respect of any transfer pursuant to Clause 30.5 (Procedure for Transfer) or any assignment pursuant to Clause 30.6 (Procedure for Assignment) the Transfer Date of which, in each case, is after the date of that notification and is not on the last day of an Interest Period:

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time will continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and will become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 30.9 (Pro Rata Interest Settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(b) In this Clause 30.9 (Pro Rata Interest Settlement), references to “Interest Periods” will be construed to include a reference to any other period for accrual of fees.

(Signature page to the Amendment and Restatement Agreement)

31. Restriction on Debt Purchase Transactions

31.1 Prohibition on Debt Purchase Transactions by the Company

The Company shall not enter into any Debt Purchase Transaction, be a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

31.2 Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates

(a) For so long as a Sponsor Affiliate:

(i) beneficially owns a Commitment; or

(ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated,

in ascertaining:

(A) the Majority Lenders; or

(B) whether:

(1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

(2) the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero and such Sponsor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

(b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Sponsor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part 1 of Schedule 10 (Forms of Notifiable Debt Purchase Transaction Notice).

(c) A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i) is terminated; or

(ii) ceases to be with a Sponsor Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 10 (Forms of Notifiable Debt Purchase Transaction Notice).

(d) Each Sponsor Affiliate that is a Lender agrees that:

(i) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if

(Signature page to the Amendment and Restatement Agreement)

so requested by the Facility Agent or, be entitled to receive the agenda or any minutes of the same; and

(ii) in its capacity as Lender, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Facility Agent or one or more of the Lenders.

31.3 Sponsor Affiliates’ Notification to Other Lenders of Debt Purchase Transactions

Any Sponsor Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5pm on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Facility Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Facility Agent shall promptly disclose such information to the Lenders.

32. Changes to the Obligors

32.1 Assignment and Transfers by Obligors

No Obligors may assign any of its rights or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

32.2 Additional Guarantors

(a) Subject to compliance with paragraph (c) below, if a Subsidiary is to become an Additional Guarantor (other than the Guarantors as at the date of this Agreement and the Original Nigeria Guarantors), the Company must notify the Facility Agent (and the Facility Agent must notify the Lenders promptly of its receipt of that notice). That Subsidiary will, subject to paragraph (b) below, become an Additional Guarantor and accede to this Agreement (in the case of any Additional Guarantor that is not incorporated in Nigeria) or the Nigeria Guarantee (in the case of any Additional Guarantor that is incorporated in Nigeria) if:

(i) the Company delivers to the Facility Agent a duly completed and executed Accession Letter; and

(ii) the Facility Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Subsidiary becoming an Additional Guarantor, each in form and substance satisfactory to the Relevant Lenders (or the receipt of such documents and evidence has been waived by the Relevant Lenders).

(b) The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received the document referred to in paragraphs (a)(i) above and notifies the Company that the Lenders are satisfied in accordance with paragraph (a)(ii) above. The Facility Agent must give this notification as soon as reasonably practicable.

(c) If the accession of an Additional Guarantor requires any Finance Party or prospective new Lender to carry out “know your customer” checks or other similar checks under any applicable law or regulation in circumstances where the necessary information is not already available to it, the Company must, promptly on request by any Finance Party, supply, or procure the supply of, any documentation or other evidence reasonably requested by that Finance Party (whether for itself, or on behalf of any other Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of those checks.

(Signature page to the Amendment and Restatement Agreement)

32.3 Repetition of Representations

Delivery of an Accession Letter to the Facility Agent constitutes confirmation by the relevant Subsidiary that the Repeating Representations are correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

32.4 Resignation of a Guarantor

(a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.

(b) The Facility Agent must accept a Resignation Letter and notify the Company and the Lenders promptly of its acceptance if:

(i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case);

(ii) no amount owing by that Guarantor under any Finance Document is outstanding; and

(iii) all the Lenders have consented to the Company’s request.

(c) The Guarantor will cease to be a Guarantor when the Facility Agent gives the notification to the Company referred to in paragraph (b) above.

33. Role of the Administrative Parties

33.1 The Facility Agent and the Security Agent

(a) Each Finance Party (other than the Facility Agent and the Security Agent) appoints each Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party authorises each Agent to:

(i) perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to that Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(ii) enter into and deliver each Finance Document expressed to be entered into by that Agent.

(c) Without prejudice to the generality of paragraph (b) above, each Finance Party:

(i) confirms its approval of each Security Document; and

(ii) authorises and directs the Security Agent (by itself or by such person(s) as it may nominate) to enter into and enforce the Security Documents as trustee (or agent) or as otherwise provided (and whether or not expressly in the names of the Finance Parties) on its behalf.

(Signature page to the Amendment and Restatement Agreement)

33.2 Instructions

(a) Each Agent:

(i) must exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if a Finance Document stipulates the matter is an all Lender decision;

(B) the relevant Finance Party or group of Finance Parties if a Finance Document stipulates the matter is a decision for that Finance Party or group of Finance Parties; and

(C) in all other cases, the Majority Lenders; and

(ii) will not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with paragraph (i) above.

(b) Each Agent may request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates that the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and it may refrain from acting unless and until it receives any instructions or clarification that it has requested.

(c) Except in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to an Agent by the Majority Lenders will override any conflicting instructions given by any other Party or Parties and will be binding on all Finance Parties.

(d) Paragraph (a) above does not apply:

(i) where a contrary indication appears in a Finance Document;

(ii) where a Finance Document requires the relevant Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the relevant Agent’s own position in its personal capacity as opposed to its role of Agent including, without limitation, Clause 29.2 (No Responsibility to Perfect Security) to Clause 29.6 (Certificate of Non-Crystallisation), Clause 33.5 (No Fiduciary Duties) to Clause 33.10 (Exclusion of Liability), Clause 33.13 (Confidentiality) to Clause 33.20 (Custodians and Nominees) and Clause 33.23 (Winding Up of Security Arrangements) to Clause 33.25 (Disapplication of Trustee Acts); or

(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:

(A) Clause 34.1 (Order of Application);

(B) Clause 34.2 (Prospective Liabilities); and

(C) Clause 34.5 (Permitted Deductions).

(Signature page to the Amendment and Restatement Agreement)

(e) If giving effect to instructions given by the Majority Lenders would (in the relevant Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the relevant Agent will not act in accordance with those instructions unless it obtains consent to do so from each Party whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i) it has not received any instructions as to the exercise of that discretion; or

(ii) the exercise of that discretion is subject to paragraph (d)(iv) above,

the Security Agent must do so having regard to the interests of all the Secured Parties.

(g) An Agent may refrain from acting in accordance with the instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security and/or prefunding that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 33.2 (Instructions), in the absence of instructions an Agent may act (or refrain from taking any action) as it considers to be in the best interests of all the Finance Parties (in the case of the Facility Agent) and as it considers to be appropriate (in the case of the Security Agent).

(i) No Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document unless the proceedings relate to:

(i) the perfection, preservation or protection of rights under the Security Documents; or

(ii) the enforcement of any Security Document.

(j) The Security Agent shall be entitled to rely on any instruction delivered to it by the Facility Agent on behalf of the Majority Lenders or any other group of Finance Parties entitled to or required to instruct it in accordance with this Agreement and shall be entitled to assume that any instruction so delivered has been appropriately authorised.

33.3 Duties of the Agents

(a) The duties, obligations and responsibilities of each Agent under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, each Agent must promptly forward to a Party the original or a copy of any document which is delivered to that Agent for that Party by any other Party.

(c) Without prejudice to Clause 30.7 (Copy of Transfer Certificate or Assignment Agreement to Company), paragraph (b) above does not apply to any Transfer Certificate or Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, no Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(Signature page to the Amendment and Restatement Agreement)

(e) If an Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it must promptly notify the other Finance Parties.

(f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than an Administrative Party) under this Agreement, it must promptly notify the other Finance Parties.

(g) The Facility Agent must keep a record of all Parties and supply the Company with a copy of the record on request (provided that the Company shall not request a copy of the record more frequently than once per calendar quarter). The record will include each Lender’s Facility Office(s) and contact details for the purposes of this Agreement.

(h) Each Agent has only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is a party (and no others will be implied).

33.4 Role of the Arrangers

Except where a Finance Document specifically provides otherwise no Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.

33.5 No Fiduciary Duties

(a) Nothing in any Finance Document makes:

(i) an Administrative Party (other than the Security Agent) a trustee or fiduciary of any other person; or

(ii) the Security Agent an agent, trustee or fiduciary of any Obligor.

(b) No Administrative Party will be bound to account to any other Finance Party or (in the case of the Security Agent) any Secured Party for any sum or the profit element of any sum received by it for its own account.

33.6 Business with the Group

(a) Each Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group or its related entities.

(b) If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.

(c) Each Administrative Party may carry on any business with any member of the Group or its related entities (including acting as an agent or a trustee in connection with any other financing).

33.7 Rights and Discretions

(a) Each Agent may:

(i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraphs (b) or (c) of Clause 31.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates)) believed by it to be genuine, correct and appropriately authorised;

(Signature page to the Amendment and Restatement Agreement)

(ii) assume that:

(A) any instructions it receives from the Majority Lenders, any Finance Party or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) without prejudice to the generality of paragraph (ii) above, rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that the person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A)above, may assume the truth and accuracy of that certificate.

(b) Each Agent may assume (unless it has received notice to the contrary in its capacity as Agent) that:

(i) no Default has occurred (unless, in the case of the Facility Agent, it has actual knowledge of a Default arising under Clause 28.2 (Non-Payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised;

(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and

(iv) no Notifiable Debt Purchase Transaction:

(A) has been entered into;

(B) has been terminated; or

(C) has ceased to be with a Sponsor Affiliate.

(c) Each Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts selected by it (including those representing a Party other than that Agent).

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to that Agent (and so separate from any lawyers instructed by the Lenders) if that Agent, in its reasonable opinion, deems this to be necessary.

(e) Each Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by that Agent or by any other Party and whether or not containing a limit on liability by reference to monetary cap or otherwise) and will not be liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of that Agent so relying.

(Signature page to the Amendment and Restatement Agreement)

(f) Each Administrative Party may act in relation to the Finance Documents through its officers, employees and agents and no Administrative Party shall be:

(i) liable for any error of judgment made by any person; or

(ii) bound to supervise, or in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by that Administrative Party’s gross negligence or wilful misconduct.

(g) Except where a Finance Document specifically provides otherwise, each Agent may disclose to any other Party any information it reasonably believes it has received as Agent under the Finance Documents.

(h) Notwithstanding any other provision of any Finance Document to the contrary:

(i) no Administrative Party is obliged to do or omit to do anything (including disclosing any information) if it would, or might in its opinion, constitute or might constitute a breach of any law of any state or jurisdiction (including, but not limited to, to the US or any jurisdiction forming part of it, or England & Wales) or any directive or regulation of any agency of any state or jurisdiction or a breach of a fiduciary duty or duty of confidentiality or otherwise be actionable by any person; and

(ii) an Administrative Party may do anything which, in its opinion, is necessary or desirable to comply with any such law, directive or regulation.

(i) Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of those funds or adequate indemnity against, or security for, that risk or liability is not reasonably assured to it.

33.8 Responsibility for Documentation

(a) No Administrative Party is responsible or liable for:

(i) the adequacy, accuracy or completeness of any statement or information (whether oral or written) made, given or supplied by any person in or in connection with any Finance Document or the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(ii) the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document (including, without limitation, obtaining any license, consent or other authority in connection therewith); or

(iii) any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

(Signature page to the Amendment and Restatement Agreement)

(b) Except as provided above, no Agent has any duty:

(i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of any Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or

(ii) unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from any Obligor.

33.9 No Duty to Monitor

No Agent is obliged to monitor or enquire as to:

(a) whether a Default has occurred;

(b) the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

33.10 Exclusion of Liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of any Administrative Party or any Receiver or Delegate), no Administrative Party, Receiver or Delegate will be liable (whether in contract, tort or otherwise) for:

(i) any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the Administrative Party, Receiver or Delegate taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence, wilful misconduct or fraud;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into or made under or in connection with, made or executed in anticipation of, any Finance Document, other than by reason of its gross negligence, wilful misconduct or fraud;

(iii) any shortfall which arises on the enforcement of the Security Documents; or

(iv) without prejudice to the generality of paragraphs (i), (ii) and (iii) above, any cost, loss or liability whatsoever any person incurs or any diminution in value (whether caused by the Administrative Party’s, Receiver’s or Delegate’s negligence, gross negligence or any other category of liability whatsoever, but not including any claim based on fraud of the Administrative Party, Receiver or Delegate) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

(Signature page to the Amendment and Restatement Agreement)

including (in each case and without limitation) any such cost, loss, liability or diminution in value arising as a result of:

(1) nationalisation, expropriation or other governmental action;

(2) any regulation, currency restriction, devaluation or fluctuation;

(3) market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event);

(4) breakdown, failure or malfunction of any third party transport, telecommunications, computer services or other systems;

(5) any natural disaster or act of God;

(6) war, terrorism, insurrection or revolution; or

(7) any strike or industrial action.

(b) No Party (other than the relevant Administrative Party, Receiver or Delegate) may take any proceedings against any officer, employee or agent of an Administrative Party, a Receiver or a Delegate in respect of any claim it might have against that Administrative Party, Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document.

(c) Any Receiver or Delegate or any officer, employee or agent of an Administrative Party, a Receiver or a Delegate may enforce and enjoy the benefit of any Clause which expressly confers rights on it, subject to paragraph (b) of Clause 6.3 (Third Party Rights) and the provisions of the Third Parties Act.

(d) No Agent, Receiver or Delegate will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent, Receiver or Delegate if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

(e)

(i) Nothing in this Agreement obliges any Administrative Party to:

(A) perform any “know your customer” checks or other similar checks in relation to the identity of any person; or

(B) check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party.

(ii) Each Finance Party confirms to each Administrative Party that it is solely responsible for any “know your customer” checks or other similar checks it is required to carry out and that it may not rely on any statement in relation to those checks made by any Administrative Party.

(Signature page to the Amendment and Restatement Agreement)

(f) Without prejudice to any other provision of any Finance Document excluding or limiting the liability of any Administrative Party, Receiver or Delegate, any liability of an Administrative Party, a Receiver or a Delegate arising under or in connection with any Finance Document is limited to the amount of actual loss suffered (as determined by reference to the date of that Administrative Party’s, Receiver’s or Delegate’s default or, if later, the date on which the loss arises as a result of the default) but without reference to any special conditions or circumstances known to that Administrative Party, Receiver or Delegate at any time which increase the amount of that loss. In no event will an Administrative Party, a Receiver or a Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not that Administrative Party, Receiver or Delegate was advised of the possibility of such loss or damages.

33.11 Lenders’ Indemnity to the Agents

Without limiting the liability of any Obligor under the Finance Documents, each Lender must (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately before their reduction to zero) indemnify each Agent, Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Agent, Receiver or Delegate (other than by reason of that Agent’s, Receiver’s or Delegate’s gross negligence, wilful misconduct or fraud) (or, in the case of any cost, loss or liability pursuant to Clause 37.10 (Disruption to Payment Systems), notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever, but not including any claim based on the fraud of the Facility Agent) in acting as Agent, Receiver or Delegate under the Finance Documents (unless the Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).

33.12 Appointment and Resignation of an Agent

(a) A Security Agent may be appointed with the consent of the Company and the Majority Lenders by the approved person entering into such relevant documentation to confirm (in form and substance satisfactory to the Company and the Majority Lenders) that it is bound by the terms of this Agreement as if it were the Security Agent as at the date of this Agreement. Any person so appointed will have the rights, powers, authorities and discretions (not exceeding those contemplated to be given to a security agent under or in connection with the Finance Documents contemplated in, and as at the date of, this Agreement) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(b) An Agent may resign and appoint one of its Affiliates (acting through an office in Europe) as its successor by giving notice to the other Finance Parties and the Company.

(c) Alternatively, an Agent may, without giving reasons and without being responsible for the cost thereof, resign by giving 30 days’ notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the other Finance Parties and the Company) may appoint a successor Agent.

(d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (c) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the other Finance Parties and the Company) may appoint a successor Agent (acting through an office in Europe).

(Signature page to the Amendment and Restatement Agreement)

(e) If an Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent or trustee and that Agent is entitled to appoint a successor Agent under paragraph (d) above, that Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement or any other Finance Document as Agent) agree with the proposed successor Agent amendments to this Clause and any other term of this Agreement or any other Finance Document dealing with the rights or obligations of that Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the facility or security agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

(f) The retiring Agent must:

(i) at its own cost, make available to the successor Agent any documents and records and provide any assistance the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents; and

(ii) enter into and deliver to the successor Agent those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Agent.

(g) The Facility Agent’s resignation will only take effect on the appointment of a successor.

(h) The Security Agent’s resignation will only take effect on:

(i) the appointment of a successor; and

(ii) the transfer to that successor of the Security granted to the Security Agent,

so long as no other Finance Party has notified the Facility Agent that it is not satisfied with the creditworthiness of the proposed successor Security Agent within seven days of the Security Agent’s notification under paragraph (a) above.

(i) When its resignation takes effect:

(i) the retiring Agent will be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (f) above and, in the case of the Security Agent, under Clause 33.23 (Winding Up of Security Arrangements)) but will remain entitled to the benefit of Clause 19.3 (Indemnity to the Facility Agent), Clause 19.4 (Indemnity to the Security Agent), Clause 29.2 (No Responsibility to Perfect Security), Clause 29.3 (Insurance by Security Agent), Clause 29.4 (Acceptance of Title) and this Clause 33;

(ii) the Company must immediately pay to the retiring Agent any facility or security agency fees that have accrued for the account of the retiring Agent and no further agency fees will accrue for the account of the retiring Agent; and

(iii) any successor and each of the other Parties will have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(Signature page to the Amendment and Restatement Agreement)

(j) After consultation with the Company, the Majority Lenders may, by giving notice to an Agent, require it to resign under paragraph (c) above. In this event, that Agent must resign in accordance with paragraph (c) above.

(k) The Company or, after consultation with the Company, the Majority Lenders may, by giving notice to the Facility Agent and the other Parties, replace the Facility Agent with effect on and from the date specified in the notice by appointing a successor Facility Agent (acting through an office in the UK) if either:

(i) the Facility Agent fails to respond to a request under Clause 17.7 (FATCA Information) and the Company or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to Clause 17.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Company and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and, in each case, the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Facility Agent, requires it to resign.

33.13 Confidentiality

(a) In acting as agent or trustee for the Finance Parties, an Agent will be regarded as acting through its agency division which will be treated as a separate entity from any other of its divisions or departments.

(b) If information is (in the opinion of an Agent) received by another division or department of that Agent, it may be treated as confidential to that division or department and that Agent will not be deemed to have notice of it.

(c) No Agent is obliged to disclose to any person any confidential information supplied to it by or on behalf of a member of the Group solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.

33.14 Relationship with the Lenders

(a) Subject to Clause 30.9 (Pro Rata Interest Settlement), the Facility Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act on any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

(Signature page to the Amendment and Restatement Agreement)

unless it has received not less than five Business Days’ notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.

(c)

(i) Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.

(ii) Any such notice:

(A) must contain the address, and (where communication by electronic mail or other electronic means is permitted under this Agreement) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made); and

(B) will be treated as a notification of a substitute address, electronic mail address (or such other information), and department or officer, by that Lender for the purposes of the Finance Documents.

(d) The Facility Agent is entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

33.15 Credit Appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Administrative Parties that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including without limitation:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(d) the adequacy, accuracy or completeness of any information provided by an Agent, any other Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(Signature page to the Amendment and Restatement Agreement)

(e) the right or title of any person in or to, or the value or sufficiency of any part of, the Security Assets, the priority of any Security created under the Security Documents or the existence of any other Security affecting the Security Assets.

33.16 Deduction From Amounts Payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party will be regarded as having received the amount so deducted.

33.17 Amounts paid in error

(a) If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(b) Neither:

(i) the obligations of any Party to the Facility Agent; nor

(ii) the remedies of the Facility Agent,

(whether arising under this Clause 33.17 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing (including, without limitation, any obligation pursuant to which an Erroneous Payment is made) which, but for this paragraph (b), would reduce, release, preclude or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

(c) All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 33.17 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(d) In this Agreement, “Erroneous Payment” means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was made in error.

33.18 Notice Period

Unless expressly provided to the contrary, where this Agreement specifies a minimum period of notice to be given to an Agent, that Agent may, at its discretion, accept a shorter notice period.

33.19 Conflict with Security Documents

If there is any conflict between this Agreement and any Security Document with regard to instructions to, or other matters affecting, the Security Agent, this Agreement will prevail.

(Signature page to the Amendment and Restatement Agreement)

33.20 Custodians and Nominees

The Security Agent may appoint and pay any person to act as a custodian, agent or nominee on any terms (including for the receipt of moneys) in relation to any document or asset it holds on the terms of this Agreement as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any other document and the Security Agent will not be bound to supervise or be in any way responsible or liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the misconduct, omission or default of any such custodian or nominee.

33.21 Delegation by the Security Agent

(a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any rights, powers, authorities or discretions vested in it in its capacity as such.

(b) That delegation may be made on any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Agent, Receiver or Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.

(c) No Security Agent, Receiver or Delegate will be bound to supervise, or be in any way responsible or liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of any misconduct, omission or default of any such delegate.

33.22 Additional Security Agents

(a) The Security Agent may appoint any person to act as a separate security agent or a co-security agent jointly with it:

(i) if it considers that appointment to be in the interests of the Secured Parties;

(ii) for the purpose of complying with any law, regulation or other condition in any jurisdiction; or

(iii) for the purpose of enforcing any Finance Document, or obtaining or enforcing any judgment in any jurisdiction.

(b) The Security Agent must notify the Company and the Finance Parties before making any appointment.

(c) Any appointment will only be effective if the person appointed confirms to the Security Agent and the Company in form and substance satisfactory to the Security Agent that it is bound by the terms of this Agreement as if it were the Security Agent.

(d) Any person appointed will have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(e) The Security Agent may remove any person appointed and may appoint a new separate security agent or co-security agent in its place.

(f) The remuneration that the Security Agent may pay to any person appointed, and any costs and expenses incurred by that person in performing its functions pursuant to that appointment will, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

(Signature page to the Amendment and Restatement Agreement)

33.23 Winding Up of Security Arrangements

If the Security Agent, with the approval of the Facility Agent, determines that:

(a) all obligations and liabilities secured by the Security Documents have been fully and finally discharged; and

(b) no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents,

then:

(i) the trusts set out in this Agreement will be wound up and the Security Agent will release, without recourse or warranty, all of the Security created under the Security Documents and the rights of the Security Agent under each of the Security Documents; and

(ii) any Security Agent which has resigned pursuant to Clause 33.12 (Appointment and Resignation of an Agent) will release, without recourse or warranty, all of its rights under each Security Document.

33.24 Powers Supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents are supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any rights, powers, authorities and discretions which may be vested in the Security Agent by law or otherwise.

33.25 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 does not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of the Finance Documents, the provisions of the Finance Documents will, to the extent permitted by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of the Finance Documents constitute a restriction or exclusion for the purposes of that Act.

33.26 Security Agent – Miscellaneous

(a) Without prejudice to the generality of any other provision of this Agreement or any other Security Document, the entry into possession of the Security Assets shall not render the Security Agent or any Receiver liable to account as mortgagee in possession thereunder (or its equivalent in any other applicable jurisdiction) or take any action which would expose it to any liability in respect of any Environmental Claims in respect of which it has not been indemnified and/or secured and/or pre- funded to its satisfaction or to be liable for any loss on realisation or for any default or omission on realisation or for any default or omission for which a mortgagee in possession might be liable unless such loss, default or omission is caused by its own gross negligence or wilful default.

(b) The Security Agent, a Receiver or any Delegate shall not be bound to take any steps to ascertain whether any event, condition or act, the happening of which would cause a right or remedy to become exercisable by the Security Agent, a Receiver or any Delegate under the Finance Documents has happened or to monitor or supervise the observance and performance by the Obligors, any agent or any of the other parties thereto of their respective obligations thereunder and, until it shall have actual

(Signature page to the Amendment and Restatement Agreement)

knowledge or express notice to the contrary, the Security Agent, a Receiver or any Delegate shall be entitled to assume that no such event, condition or act has happened and that the Obligors, the agents and the other parties thereto are observing and performing all their respective obligations thereunder.

(c) The Security Agent shall have no responsibility whatsoever to the Facility Agent or any Secured Party as regards any deficiency which might arise because the Security Agent is subject to any Tax in respect of all or any of the Security Assets, the income therefrom or the proceeds thereof and it shall have no obligation to make any payment, deduction or withholding in respect of tax as a result of holding or enforcing any Security.

34. Application of Proceeds

34.1 Order of Application

Subject to Clause 34.2 (Prospective Liabilities), all amounts from time to time received or recovered by the Security Agent or any Receiver or Delegate pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of any security created by the Security Documents (for the purposes of this Clause, the “Recoveries”) will be held by the Security Agent in accordance with Clause 29.1 (Security Agent as Holder of Security) to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause), in the following order:

(a) in or towards payment of any sums owing to the Security Agent, any Receiver or any Delegate;

(b) in or towards payment of all costs and expenses incurred by any Secured Party (other than to the extent recovered under paragraph (a) above) in connection with any realisation or enforcement of the Security Documents in accordance with the terms of the Finance Documents; and

(c) in payment to the Facility Agent for application in accordance with this Agreement.

34.2 Prospective Liabilities

After enforcement of any security created by the Security Documents, the Security Agent may, in its discretion, hold any amount of the Recoveries in one or more interest bearing suspense or impersonal accounts in the name of the Security Agent with any financial institution (including itself or any other Finance Party) and for so long as the Security Agent thinks fit (the interest being credited to the relevant account) for later application under Clause 34.1 (Order of Application) in respect of:

(a) any sum payable to the Security Agent, any Receiver or any Delegate; and

(b) any part of the obligations and liabilities secured by the Security Documents,

that the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.

34.3 Investment of Proceeds

Except as otherwise provided in any Security Document, the Security Agent may:

(a) invest any Recoveries in the name of, or under the control of, the Security Agent in any investment for the time being authorised by English law for the investment by

(Signature page to the Amendment and Restatement Agreement)

trustees of trust money or in any other investments which may be selected by the Security Agent with the consent of the Majority Lenders; or

(b) place any Recoveries on deposit in the name of, or under the control of, the Security Agent at any bank or institution (including itself or any other Finance Party) and on such terms as the Security Agent may agree and if it places it on deposit with itself, it shall only be liable for standard amount of interest that would have been payable by it to an independent customer on a deposit of similar tenor and amount.

34.4 Currency Conversion

(a) For the purpose of, or pending the discharge of, any of the obligations and liabilities secured by the Security Documents, the Security Agent may convert any moneys it receives or recovers from one currency to another, at a market rate of exchange.

(b) The obligations of any Obligor to pay in the due currency may only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

34.5 Permitted Deductions

The Security Agent may, in its discretion:

(a) set aside by way of reserve amounts required to meet, and make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

(b) pay all Taxes which may be assessed against it in respect of any of the assets subject to a Security under the Security Documents, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent, under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

34.6 Good Discharge

(a) Any payment to be made in respect of the obligations and liabilities secured by the Security Documents by the Security Agent may be made to the Facility Agent on behalf of the Finance Parties and any payment made in that way will be a good discharge, to the extent of that payment, by the Security Agent.

(b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

35. Conduct of Business by the Finance Parties

No provision of any Finance Document will:

(a) interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.

(Signature page to the Amendment and Restatement Agreement)

36. Sharing among the Finance Parties

36.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 37 (Payment Mechanics) and applies that amount to a payment due under a Finance Document then:

(a) the Recovering Finance Party must, within three Business Days, notify details of the receipt or recovery to the Facility Agent;

(b) the Facility Agent must determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have received had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 37 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party must pay to the Facility Agent an amount (the “Sharing Payment”) equal to that receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 37.5 (Partial Payments).

36.2 Redistribution of Payments

The Facility Agent must treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 37.5 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties.

36.3 Recovering Finance Party’s Rights

(a) On a distribution by the Facility Agent under Clause 36.2 (Redistribution of Payments) the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in that redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor will owe the Recovering Finance Party a debt equal to the Sharing Payment which is immediately due and payable.

36.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party must, on request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”);

(b) at the time of the request by the Facility Agent under paragraph (a) above, the Sharing Finance Party will be subrogated to the rights of the Recovering Finance Party in respect of the relevant Redistributed Amount; and

(c) if and to the extent that the Sharing Finance Party is not able to rely on its rights under paragraph (b) above as between the relevant Obligor and each relevant Sharing

(Signature page to the Amendment and Restatement Agreement)

Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

36.5 Exceptions

(a) This Clause will not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

37. Payment Mechanics

37.1 Payments to the Facility Agent

(a) On each date on which a Party is required to make a payment to the Facility Agent under a Finance Document, that Party must make the payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent to the Party concerned as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Unless a Finance Document specifies that payments under it are to be made in another manner, each payment must be made to such account in New York and with such bank as the Facility Agent specifies.

37.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided in this Clause, be paid by the Facility Agent to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office) as soon as reasonably practicable after receipt, to such account in New York and with such bank as that Party may notify to the Facility Agent by not less than five Business Days’ notice.

37.3 Distributions to an Obligor

The Facility Agent may (with the consent of an Obligor or in accordance with Clause 38 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (as soon as reasonably practicable after receipt) of any amount due from that Obligor under the Finance Documents. For this purpose the Facility Agent may apply the received sum in or towards the purchase of any amount of any currency to be paid.

37.4 Clawback and Pre-Funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or

(Signature page to the Amendment and Restatement Agreement)

to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Facility Agent or its Affiliate or Representative on its behalf or direction (the Facility Agent and its applicable Affiliate or Representative, a “Facility Agent Entity”) pays an amount to another Party (unless paragraph (c) below applies) or, at the direction of such Party, that Party’s Affiliate, Related Fund or Representative (such Party and its applicable Affiliate, Related Fund or Representative, an “Other Party Entity”) and it proves to be the case (in the sole determination of the Facility Agent) that (i) neither the Facility Agent nor the applicable Facility Agent Entity actually received that amount or (ii) such amount was otherwise paid in error (whether such error was known or ought to have been known to such other Party or applicable Other Party Entity), then the Party to whom that amount (or the proceeds of any related exchange contract) was paid (or on whose direction its applicable Other Party Entity was paid) by the applicable Facility Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Facility Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to the Facility Agent Entity together with interest on that amount from the date of payment to the date of receipt by the Facility Agent Entity, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent is willing to make available amounts for the account of the Company before receiving funds from the Lenders, then if and to the extent that the Facility Agent does so but it proves (in the sole determination of the Facility Agent) to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Company:

(i) the Facility Agent must notify the Company promptly of that Lender’s identity and the Company must hold such amount on trust or, to the extent not possible as a matter of law, for the account, of the Facility Agent and on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Company must on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

37.5 Partial Payments

(a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent must apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Administrative Parties, any Receiver or any Delegate under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fees or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal sum due but unpaid under this Agreement; and

(Signature page to the Amendment and Restatement Agreement)

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent must, if so directed by all the Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

37.6 No Set-Off by Obligors

All payments to be made by an Obligor under the Finance Documents will be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

37.7 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day will be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

37.8 Currency of Account

(a) Unless a Finance Document specifies otherwise, USD is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes must be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than USD will be paid in that other currency.

37.9 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country will be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another will be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will, to the extent the Facility Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise reflect the change in currency.

(Signature page to the Amendment and Restatement Agreement)

37.10 Disruption to Payment Systems

(a) If the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company that a Disruption Event has occurred:

(i) the Facility Agent may, and must if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Facility Agent may decide are necessary in the circumstances;

(ii) the Facility Agent is not obliged to consult with the Company in relation to any changes if, in its opinion, it is not practicable to do so in the circumstances and, in any event, is not obliged to agree to any changes; and

(iii) the Facility Agent may consult with the Finance Parties in relation to any changes but is not obliged to do so if, in its opinion, it is not practicable to do so in the circumstances.

(b) Any agreement between the Facility Agent and the Company will (whether or not it is finally determined that a Disruption Event has occurred) be binding on the Parties as an amendment to (or, as the case may be, a waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments and Waivers).

(c) Notwithstanding any other provision of this Agreement, the Facility Agent will not be liable (whether in contract, tort or otherwise and whether caused by the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever, but not including any claim based on the fraud of the Facility Agent) for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the Facility Agent taking or not taking any action under or in connection with this Clause 37.10 (Disruption to Payment Systems).

(d) The Facility Agent must notify the Finance Parties promptly of all changes agreed pursuant to paragraph (b) above.

37.11 Timing of Payments

If a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the person to whom the payment is to be made (or, if that person is a Finance Party, the Facility Agent).

38. Set-Off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

39. Notices

39.1 Communications in Writing

Any communication to be made under or in connection with the Finance Documents must be made in writing and, unless otherwise stated, may be made by fax or letter.

(Signature page to the Amendment and Restatement Agreement)

39.2 Addresses

(a) Except as provided below, the contact details of each Party for any communication to be made or delivered under or in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.

(b) The contact details of the Company for this purpose are:

Address: 1 Cathedral Piazza123 Victoria Street LondonSW1E 5BPUnited Kingdom

Email: Patrick.fegaly@ihstowers.comtalin.shah@ihstowers.comyoni.conway@ihstowers.comgrouptreasury.debt@ihstowers.comgrouplegal@ihstowers.com

Attention: Patrick Fegaly, Talin Shah, Yoni Conway

(c) The contact details of the Facility Agent for this purpose are:

Address: Citigroup Centre33 Canada Square

Canary WharfLondonE14 5LBUnited Kingdom

Email: Sona.sharma@citi.com (and as advised from time to time)

Attention: EMEA Loans Agency

(d) Any Party may change its contact details by giving five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.

39.3 Delivery

(a) Except as provided below, any communication made or delivered by one Party to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of registered mail or courier, when it has been delivered at the relevant address,

and, if a particular department or officer is specified as part of its address details provided under Clause 39.2 (Addresses), if addressed to that department or officer.

(b) Any communication to be made or delivered to an Agent will be effective only when actually received by that Agent, in accordance with paragraph (a) above.

(c) All communications from or to an Obligor must be sent through the Facility Agent.

(d) All communications from or to an Obligor (other than the Company) must be sent through the Company.

(Signature page to the Amendment and Restatement Agreement)

(e) Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent:

(i) to give and receive all communications under or in connection with the Finance Documents;

(ii) to exercise any rights or discretions on its behalf under the Finance Documents;

(iii) to supply all information concerning itself to any Finance Party; and

(iv) to sign all documents on its behalf under or in connection with the Finance Documents.

(f) Any communication made or delivered to the Company in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

(g) Each Finance Party may assume that any communication made by the Company (or by the Company on behalf of an Obligor) is made with the consent of each other Obligor.

(h) Any communication which would otherwise become effective on a non-working day or after 5 pm (London time) in the place of receipt will be deemed only to become effective on the next working day in that place.

39.4 Notification of Address

Promptly on the change of a Party’s (a “Relevant Party”) contact details, the Relevant Party must notify:

(a) the Company;

(b) the Facility Agent; and

(c) (if the Relevant Party is the Company or an Agent) each Party other than the Relevant Party.

39.5 Electronic Communication

(a) Any communication to be made between any of the Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website), if the relevant Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their electronic mail address or any other such information supplied by them.

(b) Any electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two parties agree that, unless and until notified to the contrary, this is an accepted form of communication.

(c) For the purposes of the Finance Documents, an electronic communication will be treated as being in writing.

(Signature page to the Amendment and Restatement Agreement)

(d) Any electronic communication as specified in paragraph (a) above made between the Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to an Agent only if it is addressed in such a manner as that Agent may specify for this purpose.

(e) Any electronic communication which would otherwise become effective on a non-working day or after business hours in the place in which the Party to whom the relevant communication is sent or made available has its address for the purposes of this Agreement will be deemed only to become effective on the next working day in that place.

(f) Any reference in a Finance Document to a communication being sent or received will be construed to include that communication being made available in accordance with this Clause 39.5 (Electronic Communication).

39.6 English Language

(a) Any communication made under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

40. Calculations and Certificates

40.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

40.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

40.3 Day Count Convention and Interest Calculation

(a) Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i) on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii) subject to paragraph (b) below, without rounding.

(Signature page to the Amendment and Restatement Agreement)

(b) The aggregate amount of any accrued interest, commission or fee which is or becomes payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.

41. Partial Invalidity

If, at any time, any term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of any Finance Document; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of any Finance Document.

42. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically.

43. Amendments and Waivers

43.1 Required Consents

(a) Except as provided in this Clause 43, any term of or any right or remedy under a Finance Document may be amended or waived only with the consent of the Company and the Majority Lenders and any such amendment or waiver will be binding on all the Parties.

(b) The Facility Agent or, where applicable, the Security Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause. The relevant Agent must notify the other Parties promptly of any amendment or waiver effected by it under this paragraph.

(c) Each Obligor agrees to any amendment or waiver permitted by this Clause which is agreed to by the Company.

43.2 All Lender Matters

Subject to Clause 43.4 (Changes to Reference Rates), an amendment or waiver of any term of or any right or remedy under a Finance Document that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders”;

(b) an extension of the date of payment of any scheduled amount to or for the account of a Lender under the Finance Documents, except as agreed by an individual Lender in respect of its Commitment or participation in any Loan;

(c) a release of any Security created pursuant to a Security Document other than in accordance with the terms of the Finance Documents;

(Signature page to the Amendment and Restatement Agreement)

(d) a redenomination of a Commitment into another currency;

(e) a reduction in the Margin or a reduction in the amount or change in currency of any payment of principal, interest, fee or other amount payable to or for the account of a Lender under the Finance Documents, except as agreed by an individual Lender in respect of its Commitment or participation in any Loan;

(f) an increase in any Commitment or the Total Commitments or an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(g) changes to the Obligors otherwise than as permitted under this Agreement;

(h) the definition of Anti-Corruption Laws, Clause 23.21 (Anti-Bribery and Corruption Laws) or Clause 27.5 (Anti-Bribery and Corruption and Anti-Money Laundering);

(i) the definition of Restricted Party, Sanctioned Country, Sanctions or Sanctions List, Clause 12.4 (Mandatory Prepayment – Sanctions Etc.), Clause 23.20 (Sanctions) or Clause 27.4 (Sanctions);

(i) (other than as expressly permitted by the provisions of any Finance Document):

(ii) the nature or scope of the guarantee and indemnity granted under Clause 21 (Guarantee and Indemnity) and under the Nigeria Guarantee;

(iii) the manner in which the proceeds of enforcement of any Security created pursuant to the Security Documents are distributed; and

(iv) the release of any guarantee and indemnity granted under Clause 21 (Guarantee and Indemnity) and under the Nigeria Guarantee;

(j) any provision of a Finance Document which expressly requires the consent of all the Lenders; or

(k) Clause 7.3 (Facility Increase), Clause 12.1 (Mandatory Prepayment – Illegality), the definition of Permitted Transferee set out in Clause 12.2 (Mandatory Prepayment – Change of Control), Clause 30 (Changes to the Lenders), Clause 36 (Sharing Among the Finance Parties), Clause 47 (Governing Law), Clause 48.2 (Jurisdiction of English Courts) or this Clause,

shall not be made without the prior consent of all the Lenders.

43.3 Other Exceptions

(a) The Security Documents may be amended, varied, waived or modified with the agreement of the relevant security provider and the Security Agent.

(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Arranger or the Security Agent (each in their capacity as such) may not be effected without the consent of the Facility Agent, the Arranger or the Security Agent (as applicable).

(c) Notwithstanding Clause 43.2 (All Lender Matters), a Fee Letter may be amended or waived with the agreement of each Administrative Party that is a party to that Fee Letter and the Company.

(Signature page to the Amendment and Restatement Agreement)

(d) The Facility Agent may agree with the Company at any time any amendment to or modification of a name or other details of an Original Lender as set out in Part 1 of Schedule 1 (The Parties) which is technical in nature or which is necessary to correct a manifest error.

43.4 Changes to Reference Rates

(a) Subject to Clause 43.3 (Other Exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:

(i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and

(ii)

(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C) implementing market conventions applicable to that Replacement Reference Rate;

(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (or such longer time period in relation to any request which the Company and the Facility Agent may agree) of that request being made:

(i) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(c) In this Clause 43.4:

(Signature page to the Amendment and Restatement Agreement)

“Published Rate” means:

(d) SOFR;

(e) the Term SOFR for any Quoted Tenor.

“Published Rate Replacement Event” means, in relation to a Published Rate:

(f) the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Obligors, materially changed;

(g)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(ii) the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii) the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(h) the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary; or

(ii) that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than one Month; or

(i) in the opinion of the Majority Lenders and the Obligors, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

“Quoted Tenor” means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

(Signature page to the Amendment and Restatement Agreement)

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Replacement Reference Rate” means a reference rate which is:

(j) formally designated, nominated or recommended as the replacement for a Published Rate by:

(i) the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate ); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under paragraph (ii) above;

(k) in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

(l) in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Published Rate.

43.5 Disenfranchisement of Defaulting Lenders

(a) In ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Commitments and participations will be zero.

(b) For the purposes of this Clause 43.5, the Facility Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; and

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

(c) For the avoidance of doubt, the Facility Agent shall not be obliged to fund any Loan or pay any sums in place of any Defaulting Lender:

43.6 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and to the extent permitted by law, such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this

(Signature page to the Amendment and Restatement Agreement)

Agreement to a Lender or other bank, financial institution or other entity (a “Replacement Lender”) selected by the Company, which (unless the replacement Lender is already a Lender or the Facility Agent is an Impaired Agent) has satisfied all the Facility Agent’s “know your client” and other similar checks, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 43.6 shall be subject to the following conditions:

(i) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(ii) the transfer must take place no later than 60 days after the notice referred to in paragraph (a) above;

(iii) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to this paragraph (b) once it has complied with (acting reasonably) all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

43.7 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 15 Business Days (unless the Company and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

44. Confidential Information

44.1 Confidentiality

(a) Each Finance Party must keep all Confidential Information confidential and not disclose it to any person, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to Numbering Service Providers).

(Signature page to the Amendment and Restatement Agreement)

(b) Each Finance Party must ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

44.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, insurers, insurance brokers, auditors, partners, service providers, Representatives and professional advisers of such Representatives such Confidential Information as that Finance Party considers appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price- sensitive information except that there is no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns, transfers or novates (or may potentially assign, transfer or novate) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as an Administrative Party and, in each case, to any of that person’s Affiliates, Related Funds, Representatives, professional advisers and agents;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives, professional advisers and agents;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 33.14 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange, listing authority or similar body, or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(Signature page to the Amendment and Restatement Agreement)

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.8 (Security Over Lenders’ Rights);

(viii) who is a Party or a member of the Group;

(ix) who is a direct or indirect provider of credit protection to any Lender; or

(x) with the consent of the Company,

in each case, such Confidential Information as that Finance Party considers appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there is no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there is no requirement to inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including, without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

44.3 Disclosure to Numbering Service Providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services

(Signature page to the Amendment and Restatement Agreement)

in respect of this Agreement, the Facility and/or the Company the following information:

(i) the names of the Obligors;

(ii) the country of domicile of the Obligors;

(iii) the place of incorporation of the Obligors;

(iv) the date of this Agreement;

(v) the governing law of this Agreement;

(vi) the names of the Facility Agent and the Arrangers;

(vii) the date of each amendment and restatement of this Agreement;

(viii) the amount and name of the Facility (and any tranches);

(ix) the amount of the Total Commitments;

(x) the currency of the Facility;

(xi) the type of the Facility;

(xii) the ranking of the Facility;

(xiii) the Termination Date for the Facility;

(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Company represents that none of the information set out in paragraphs (i) to (xv) of paragraph (a) above is unpublished price-sensitive information.

44.4 Entire Agreement

This Clause:

(a) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information; and

(b) supersedes any previous agreement, whether express or implied, regarding Confidential Information.

(Signature page to the Amendment and Restatement Agreement)

44.5 Inside Information

Each Finance Party acknowledges that some or all of the Confidential Information is or may be price- sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

44.6 Notification of Disclosure

Each Finance Party agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 44.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) on becoming aware that Confidential Information has been disclosed in breach of this Clause.

44.7 Continuing Obligations

The obligations in this Clause are continuing and, in particular, will survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

45. Confidentiality of Funding Rates

45.1 Confidentiality and Disclosure

(a) The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to any person, save to the extent permitted by paragraphs (b) and (c) below.

(b) The Facility Agent may disclose:

(i) any Funding Rate to each Obligor pursuant to Clause 13.4 (Notification of Rates of Interest); and

(ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender.

(Signature page to the Amendment and Restatement Agreement)

(c) The Facility Agent may disclose any Funding Rate, and the Company may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there is no requirement to so inform the recipient if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there is no requirement to so inform the recipient if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there is no requirement to so inform the recipient if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender, as the case may be.

45.2 Related Obligations

(a) The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 45.1 (Confidentiality and Disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) on becoming aware that any information has been disclosed in breach of this Clause.

45.3 No Event of Default

No Event of Default will occur under Clause 28.4 (Other Obligations) by reason only of an Obligor’s failure to comply with this Clause.

(Signature page to the Amendment and Restatement Agreement)

46. Counterparts

Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

47. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

48. Enforcement

48.1 Arbitration

(a) Subject to paragraph (d) below, any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non- contractual obligation arising out of in connection with this Agreement) (a “Dispute”) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) (the “Rules”).

(b) In respect of the formation of arbitral tribunal, seat and language of arbitration:

(i) the arbitral tribunal shall consist of three arbitrators. The Facility Agent (on behalf of the Majority Lenders) shall nominate one arbitrator; the Company shall nominate the second arbitrator, and a third arbitrator (who shall act as Chairman) shall be appointed by the arbitrators nominated by the Facility Agent (on behalf of the Majority Lenders) and the Company or, in the absence of agreement on the third arbitrator within ten Business Days of the appointment of the second arbitrator, by the LCIA Court (as defined in the Rules);

(ii) the seat of arbitration shall be London, England;

(iii) the language of the arbitration shall be English; and

(iv) the governing law of the arbitration agreement shall be English law.

(c) For the purposes of arbitration pursuant to this Clause 48.1, the Parties waive any right of application to the English courts to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

(d) Before the Finance Parties have filed, as the case may be, a Request for Arbitration or Response (in each case, as defined in the Rules) the Facility Agent may (and shall, if so instructed by the Majority Lenders) by notice in writing to all other Parties require that all Disputes or a specific Dispute be heard by a court of law. If the Facility Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 48.2 (Jurisdiction of English Courts).

48.2 Jurisdiction of English Courts

(a) If the Facility Agent issues a notice pursuant to paragraph (d) of Clause 48.1 (Arbitration), the provisions of this Clause 48.2 shall apply.

(b) The courts of England have exclusive jurisdiction to settle any Dispute.

(Signature page to the Amendment and Restatement Agreement)

(c) The Parties agree that the English courts are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(d) This Clause 48.2 is for the benefit of the Finance Parties only. As a result, to the extent permitted by law:

(i) no Finance Party will be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction; and

(ii) the Finance Parties may take concurrent proceedings in any number of jurisdictions.

48.3 Service of Process

(a) Without prejudice to any other mode of service allowed under any relevant law, the Company and each Original Facility Guarantor:

(i) irrevocably appoints IHS Africa (UK) Limited, 1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP as its agent under the Finance Documents for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the Company or an Original Facility Guarantor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as process agent under this Clause 48.3 (Service of Process) is unable for any reason so to act, the Company and each Original Facility Guarantor must immediately (and in any event within ten days of the event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another process agent for this purpose.

49. Acknowledgement Regarding any Supported QFCS

(a) To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the U.S. Special Resolution Regimes) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Finance Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(b) in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party

(Signature page to the Amendment and Restatement Agreement)

becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(c) As used in this Clause 49, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

50. Contractual Recognition of Bail-In

(a) Subject to paragraph (b) below and notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i) any Bail-In Action in relation to any such liability, including (without limitation):

(A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(C) a cancellation of any such liability; and

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

(Signature page to the Amendment and Restatement Agreement)

(b) The provisions of this Clause 50 (Contractual Recognition of Bail-In) shall not apply to Standard Chartered Bank, Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority as Original Lender.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

(Signature page to the Amendment and Restatement Agreement)

Schedule 1

The Parties

Part 1

The Original Lenders

Original Lender	Commitment
ABSA Bank Limited (acting through its Corporate and Investment Banking division)	USD25,000,000
Citibank, N.A., London Branch	USD50,000,000
Goldman Sachs Lending Partners LLC	USD50,000,000
JPMorgan Chase Bank, N.A., London Branch	USD50,000,000
Standard Chartered Bank, Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority	USD50,000,000
RMB International (Mauritius) Ltd	USD20,000,000
Royal Bank of Canada	USD25,000,000
The Mauritius Commercial Bank Limited	USD 30,000,000
	USD300,000,000

(Signature page to the Amendment and Restatement Agreement)

Part 2

The Original Facility Guarantors as at the Second Effective Date

Name	Jurisdiction of incorporation and registration number (if any)
IHS Netherlands Holdco B.V.	The Netherlands (66017912)
IHS Netherlands NG1 B.V.	The Netherlands (66030390)
IHS Netherlands NG2 B.V.	The Netherlands (66030501)
Nigeria Tower Interco B.V.	The Netherlands (61341088)

(Signature page to the Amendment and Restatement Agreement)

Schedule 2

Conditions Precedent

Part 1

Conditions Precedent to Initial Utilisation

1. Corporate Documentation

(a) A copy of the constitutional documents of the Company and each other Original Obligor, and in relation to the Company, a copy of the global business licence issued by the Financial Services Commission of Mauritius together with a copy of the receipt for payment of the licence fee for the period July 2019 to June 2020 and a certificate of current standing issued by the Registrar of Companies in Mauritius.

(b) A copy of a resolution of the board of directors of the Company and each other Original Obligor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above.

(d) A certificate of the Company (on behalf of each other Original Obligor in relation to sub-paragraph (i) below) (signed by a director) confirming (as at the date of the certificate) that:

(i) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on the Company or that other Original Obligor to be exceeded;

(ii) no Default or Event of Default has occurred and is continuing;

(iii) no Material Adverse Change has occurred; and

(iv) the Repeating Representations are true in all material respects (except where that representation and warranty is already qualified by materiality under Clause 23 (Representations)).

(e) A certificate of the Company and each other Original Obligor (dated no earlier than the date of this Agreement) certifying that each copy document relating it and specified in this Part 1 of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded.

2. Finance Documents

(a) A duly executed copy of this Agreement.

(Signature page to the Amendment and Restatement Agreement)

(b) A duly executed copy of each Fee Letter.

3. Legal Opinions

(a) The following legal opinions:

(i) a legal opinion of Norton Rose Fulbright LLP, legal advisers to the Arrangers and the Facility Agent in England;

(ii) a legal opinion of BLC, legal advisers to the Arrangers and the Facility Agent in Mauritius;

(iii) a legal opinion of Norton Rose Fulbright LLP, legal advisers to the Arrangers and the Facility Agent in the Netherlands; and

(iv) a legal opinion of Udo Udoma & Belo-Osagie, legal advisers to the Arrangers and the Facility Agent in Nigeria,

each substantially in the form distributed to the Original Lenders, and addressed to the Finance Parties at the date of that opinion.

(b) A legal opinion of Walkers, legal advisers to the Arrangers and the Facility Agent in the Cayman Islands providing, subject to customary assumptions and qualifications, customary legal opinions with regards to choice of English law and enforcement of English judgments, substantially in the form distributed to the Original Lenders, and addressed to the Finance Parties at the date of that opinion.

4. Other Documents and Evidence

(a) Evidence that the agent for service of process in England and Wales referred to in Clause 48.3 (Service of Process) has accepted its appointment.

(b) Copies of any and all licences required by the Company or any Material Subsidiary to conduct its business.

(c) A certified copy of the Group Structure Chart.

(d) A copy of the Original Financial Statements.

(e) The White List.

(f) Evidence that the facilities provided under the revolving facility agreement dated 25 August 2016 (as amended) between, among others, the Company and Citibank Europe PLC as facility agent has been cancelled in full.

(g) Evidence that all fees, costs and expenses then due and payable from the Company under this Agreement have been or will be paid on the earlier of (i) the date falling five Business Days after the date of this Agreement and (ii) the first Utilisation Date.

(h) Copies of each Existing Material Subsidiary Debt Facility, in the form in force as at the date of this Agreement.

(i) The Financial Plan.

(Signature page to the Amendment and Restatement Agreement)

Part 2Conditions Precedent Required to be Delivered by an Additional Guarantor

1. Corporate Documentation

(a) An Accession Letter, duly executed by the Additional Guarantor and the Company.

(b) A copy of the constitutional documents of the Additional Guarantor.

(c) A copy of a resolution of the board of directors of the Additional Guarantor:

(i) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(ii) where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor;

(iii) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

(d) Where the Additional Guarantor is incorporated in the Netherlands, in each case where applicable and to the extent legally required:

(i) a copy of the resolution of the board of supervisory directors of the Additional Guarantor approving the resolutions of the board of directors;

(ii) a copy of the resolution of the shareholders(s) of the Additional Guarantor approving the resolutions of the board of directors; and

(iii) a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by the Finance Documents and (ii) a neutral or positive advice from such works council, in respect of the Additional Guarantor.

(e) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (c) above.

(f) To the extent required, a written resolution of all the shareholders of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents, and in addition, where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor.

(g) A certificate of an authorised signatory of the Additional Guarantor certifying that:

(i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter;

(ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded;

(Signature page to the Amendment and Restatement Agreement)

(iii) where the Additional Guarantor is incorporated in Nigeria, guaranteeing the obligations under the Agreement is in the best interest, and in the corporate benefit, of the Additional Guarantor; and

(iv) the Company is authorised to act as its agent in connection with the Finance Documents.

2. Legal Opinions

The following legal opinions:

(a) a legal opinion of the legal advisers to the Arrangers and the Facility Agent in England; and

(b) a legal opinion of the legal advisers to the Arrangers and the Facility Agent in the jurisdiction of incorporation of the Additional Guarantor,

each substantially in the form distributed to the Original Lenders before signing the Accession Letter, and addressed to the Finance Parties at the date of that opinion.

3. Other Documents and Evidence

(a) In the case of an Additional Guarantor not incorporated in England and Wales, evidence that it has appointed IHS Africa (UK) Limited as its agent for service of process, and that IHS Africa (UK) Limited has accepted its appointment in relation to the Additional Guarantor.

(b) To the extent required, documents required to evidence that any financial assistance “whitewash” or other analogous procedure has been carried out in accordance with applicable law and regulation in the jurisdiction of incorporation of the Additional Guarantor.

(c) Any additional documentation or other evidence necessary to ensure that the obligations of the Additional Guarantor shall be expressed to assume under the Finance Documents shall constitute fully effective and perfected legal, valid, binding and enforceable obligations (which, for the avoidance of doubt, shall not include any requirement for any Accession Letter or this Agreement to be stamped by the relevant tax authorities in Nigeria).

(d) Evidence that all necessary registration and stamping formalities (including, without limitation the payment of any fees or Tax (but which, for the avoidance of doubt, shall not include any requirement for any Accession Letter or this Agreement to be stamped by the relevant tax authorities in Nigeria)) required to be complied with by law or regulation in relation to the Accession Letter have been, or will be, complied with within the applicable time limit for completion of such formalities imposed by the relevant law or regulation.

(Signature page to the Amendment and Restatement Agreement)

Schedule 3Form of Utilisation Request

To:	[Citibank Europe plc, UK Branch] as Facility Agent
From:	[•]
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

(a) Proposed Utilisation Date: [•] (or, if that is not a Business Day, the next Business Day);

(b) Currency of Loan: USD;

(c) Amount: USD[•] or, if less, the Available Facility; and

(d) Interest Period: [•].

3. We confirm that each condition precedent under the Agreement which is required to be satisfied on the date of this Utilisation Request is satisfied.

4. The proceeds of this Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

IHS Holding Limited

By:

“WARNING: Please seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) has been published by the competent authority, if the share of a Lender in any Utilisation requested by a Dutch Borrower is less than EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been published by the competent authority, if the Lender is considered to be part of the public on the basis of such interpretation.”

(Signature page to the Amendment and Restatement Agreement)

Schedule 4Form of Transfer Certificate

To:[Citibank Europe plc, UK Branch] as Facility Agent

From: [EXISTING LENDER] (the “Existing Lender”) and [NEW LENDER] (the “New Lender”)

Date: [•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

1. The Existing Lender transfers by novation to the New Lender the Existing Lender’s rights and obligations referred to in Schedule 1 below in accordance with the terms of the Agreement.

2. The proposed Transfer Date is [•].

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations in respect of this Transfer Certificate contained in the Agreement.

4. The administrative details of the New Lender for the purposes of the Agreement are set out in  Schedule 1.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

“WARNING: Please seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) has been published by the competent authority, if any amount lent to a Dutch borrower is to be transferred which is less than EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been published by the competent authority, if a New Lender is or would be considered to be part of the public on the basis of such interpretation”.

(Signature page to the Amendment and Restatement Agreement)

Schedule 1

Rights and obligations to be transferred by novation

[insert relevant details, including applicable Commitment (or part)]

Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details etc.]

[Existing Lender]

By:

[New Lender]

By:

The Transfer Date is confirmed by the Facility Agent as [•].

[Citibank Europe plc, UK Branch]as Facility Agent for and on behalf ofeach of the parties to the Agreement(other than the Existing Lender andthe New Lender)

By:

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

(Signature page to the Amendment and Restatement Agreement)

Schedule 5

Form of Assignment Agreement

To:	[Citibank Europe plc, UK Branch] as Facility Agent and the Company
From:	[EXISTING LENDER] (the “Existing Lender”) and [NEW LENDER] (the “New Lender”)
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

1. In accordance with the terms of the Agreement:

(a) the Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender specified in Schedule 1;

(b) to the extent the obligations referred to in paragraph (c) below are effectively assumed by the New Lender, the Existing Lender is released from its obligations under the Agreement specified in Schedule 1;

(c) the New Lender assumes obligations equivalent to those obligations of the Existing Lender under the Agreement specified in Schedule 1; and

(d) the New Lender becomes a Lender under the Agreement and is bound by the terms of the Agreement as a Lender.

2. The proposed Transfer Date is [•].

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations in respect of this Assignment Agreement contained in the Agreement.

4. The administrative details of the New Lender for the purposes of the Agreement are set out in the Schedule.

5. This Assignment Agreement acts as notice to the Facility Agent (on behalf of the Company and each Finance Party) of the assignment referred to in this Assignment Agreement.

6. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Assignment Agreement.

7. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

“WARNING: Please seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) has been published by the competent authority, if any amount lent to a Dutch borrower is to be assigned which is less than EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public”

(Signature page to the Amendment and Restatement Agreement)

has been published by the competent authority, if a New Lender is or would be considered to be part of the public on the basis of such interpretation”.

The Schedule

Rights and obligations to be transferred by assignment, assumption and release

[insert relevant details, including applicable Commitment (or part)]

Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details etc.]

[Existing Lender]

[Existing Lender]

By:

[New Lender]

By:

The Transfer Date is confirmed by the Facility Agent as [•].

[Citibank Europe plc, UK Branch]as Facility Agent for and on behalf ofeach of the parties to the Agreement(other than the Existing Lender andthe New Lender)

By:

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities. An assignment may give rise to stamp duty or transfer tax issues. There will be no liability to stamp duty or SDRT in the UK if the loan capital exemption is available.

(Signature page to the Amendment and Restatement Agreement)

Schedule 6

Form of Compliance Certificate

To:	[Citibank Europe plc, UK Branch] as Facility Agent
From:	IHS Holding Limited
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that:

(a) On the last day of the Relevant Period ending on [•] Net Financial Indebtedness was [•] and EBITDA for such Relevant Period was [•]. Therefore the Leverage Ratio at such time [did/did not] exceed [•] times for such Relevant Period and the covenant contained in paragraph (b) of Clause 25.2 (Financial Condition) [has/has not] been complied with.

(b) On the last day of the Relevant Period ending on [•] EBITDA was [•] and Net Cash Finance Interest Adjusted For Leases for such Relevant Period was [•]. Therefore the Interest Cover Ratio at such time [did/did not] exceed [•] times for such Relevant Period and the covenant contained in paragraph (a) of Clause 25.2 (Financial Condition) [has/has not] been complied with.

(c) [We have received an Additional Investment in an amount of USD[•] which has been applied in accordance with Clause 25.4 (Equity Cure).]

(d) [We confirm no Default or Material Subsidiary Event of Default is continuing.]

(e) [As at the last day of the Relevant Period ending on [•], the following entities are Material Subsidiaries of the Company:

[•].]

IHS Holding Limited

By: [Officer]

(Signature page to the Amendment and Restatement Agreement)

Schedule 7

Form of Increase Confirmation

To:	[Citibank Europe plc, UK Branch] as Facility Agent and IHS Holding Limited as the Company
From:	[[the Increase Lender] (the “Increase Lender”)] / [the Facility Increase Lender] (the “Facility Increase Lender”)
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to the Agreement. This agreement (the “Increase Agreement”) shall take effect as an Increase Confirmation for the purpose of the Agreement. Terms defined in the Agreement have the same meaning in this Increase Agreement unless given a different meaning in this Increase Agreement.

2. We refer to [Clause 7.2 (Increase)] / [Clause 7.3 (Facility Increase)] of the Agreement.

3. The [Increase Lender] / [Facility Increase Lender] agrees to assume and will assume all of the obligations corresponding to the Commitment specified in Schedule 1 (the “Relevant Commitment”) as if it was an Original Lender under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [•].

5. On the Increase Date, the [Increase Lender] / [Facility Increase Lender] becomes party to the relevant Finance Documents as a Lender.

6. The Facilities Office and address, fax number and attention details for notices to the [Increase Lender] / [Facility Increase Lender] for the purposes of Clause 39.2 (Addresses), are set out in Schedule 1.

7. The [Increase Lender] / [Facility Increase Lender] expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph [(f) of Clause 7.2 (Increase)] / [(f) of Clause 7.3 (Facility Increase)].

8. This Increase Agreement may be executed in any number of counterparts (each of which shall constitute an original) and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Agreement. Delivery of a counterpart of this Increase Agreement by email attachment or telecopy shall be an effective mode of delivery.

9. This Increase Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

10. This Increase Agreement has been entered into on the date stated at the beginning of this Increase Agreement.

(Signature page to the Amendment and Restatement Agreement)

Schedule 1

Relevant Commitment/Rights and Obligations

to be Assumed by the [Increase Lender] / [Facility Increase Lender]

[insert relevant details]

[Facility office address, fax number and attention details for

notices and account details for payments]

[Increase Lender] / [Facility Increase Lender]

By:

This Increase Agreement is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [•].

Facility Agent

By:

(Signature page to the Amendment and Restatement Agreement)

Schedule 8Form of Accession Letter

To:[Citibank Europe plc, UK Branch] as Facility Agent

From:IHS Holding Limited as the Company and [PROPOSED GUARANTOR]

Date:[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Name of company] agrees to become an Additional Guarantor and to be bound by the terms of the [Agreement]¹/[Nigeria Guarantee]² as an Additional Guarantor. [Name of company] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [Name of company]’s administrative details are as follows: [•].

4. This Accession Letter is intended to take effect as a deed.

5. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

IHS Holding LimitedExecuted as a deed by[Proposed Guarantor]in the presence of

Director

¹ To be included in respect of any Additional Guarantor that is not incorporated in Nigeria.

² To be included in respect of any Additional Guarantor that is incorporated in Nigeria.

(Signature page to the Amendment and Restatement Agreement)

Schedule 9

Form of Resignation Letter

To:	[Citibank Europe plc, UK Branch] as Facility Agent
From:	IHS Holding Limited as the Company and [EXITING GUARANTOR]
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. We request that [Exiting Guarantor] be released from its obligations as a Guarantor under the Finance Documents (including the [Agreement] ³/[Nigeria Guarantee] ⁴).

3. We confirm that:

(a) no Default is continuing or would result from the acceptance of this request;

(b) as at the date of this Resignation Letter [no amount owing by [Exiting Guarantor] under any Finance Document as a Guarantor is outstanding]; and

(c) [•].

4. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

IHS Holding Limited

By:

[Exiting Guarantor]

By:

The Facility Agent confirms that this resignation takes effect on [•].

³ To be included in respect of any Additional Guarantor that is not incorporated in Nigeria.

⁴ To be included in respect of any Additional Guarantor that is incorporated in Nigeria.

(Signature page to the Amendment and Restatement Agreement)

[Citibank Europe plc, UK Branch]as Facility Agent

By:

(Signature page to the Amendment and Restatement Agreement)

Schedule 10

Forms of Notifiable Debt Purchase Transaction Notice

Part 1

Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:	[Citibank Europe plc, UK Branch] as Facility Agent
From:	[LENDER]
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to paragraph (b) of Clause 31.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2. We have entered into a Notifiable Debt Purchase Transaction.

3. The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment Amount of our Commitment to which Notifiable Debt Purchase Transaction relates

[Commitment] [insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

(Signature page to the Amendment and Restatement Agreement)

Part 2

Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Sponsor Affiliate

To:	[Citibank Europe plc, UK Branch] as Facility Agent
From:	[LENDER]
Date:	[•]

IHS Holding Limited – USD[•],000,000 Credit Agreement

dated [•] (the “Agreement”)

1. We refer to paragraph (c) of Clause 31.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2. A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [•] has [terminated]/[ceased to be with a Sponsor Affiliate].

3. The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment Amount of our Commitment to which Notifiable Debt Purchase Transaction relates

[Commitment] [insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

(Signature page to the Amendment and Restatement Agreement)

Schedule 11

Existing Security

Member of the Group	Details of Security
Centennial Towers Brasil Cooperatief U.A. and IHS Netherlands BR B.V.	1. Contrato de Alienação Fiduciária de Ações Em Garantia e Outras Avenças Sob Condição Suspensiva dated 25 August 2023, as amended, entered into by Centennial Towers Brasil Cooperatief U.A. and IHS Netherlands BR B.V. as pledgors, and Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A. as trustee and representative of the debentures holders, and IHS Brasil – Cessão de Infraestruturas S.A. as intervening party
IHS Brasil – Cessão de Infraestruturas S.A.	1. Instrumento Particular de Cessão Fiduciária de Direitos Creditórios em Garantia e Outras Avenças Sob Condição Suspensiva dated 25 August 2023, as amended, of the entire credit rights over the bank accounts of IHS Brasil – Cessão de Infraestruturas S.A. entered into with Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A.
IHS Côte d’Ivoire S.A.	1. Share pledge dated 30 June 2015 relating to the shares of IHS Mauritius Cote d’Ivoire Limited entered into between IHS Holding Limited and EBI SA, as amended 15 June 2022 2. Contrat De Nantissement D’Actions relating to the shares of IHS Cote d’Ivoire Limited dated 30 June 2015 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA, as amended 15 June 2022 3. Contrat De Nantissement D’Actions De Second Rang relating to the shares of IHS Cote d’Ivoire Limited dated 11 August 2017 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA, as amended 15 June 2022, as amended 15 June 2022 4. Declaration de Nantissement de Compte De Titres Financiers dated 30 June 2015 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA 5. Contrat de Gage De Biens Meubles Sans Depossesion dated 30 June 2015 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA, as amended 15 June 2022 6. Contrat de Gage De Biens Meubles Sans Depossesion dated 11 August 2017 entered into between IHS Mauritius Cote d’Ivore Limited and EBI SA, as amended 15 June 2022 7. Contrat De Nantissement De Creances dated 30 June 2015 entered into between IHS Cote d’Ivoire SA and EBI SA, as amended 15 June 2022 8. Contrat De Nantissement De Creances De Second Rang dated 11 August 2017 entered into between IHS Cote d’Ivoire SA

(Signature page to the Amendment and Restatement Agreement)

	and EBI SA, as amended 15 June 2022 9. Contrat De Nantissement De Creances (Prets d’Actionnaires) dated 30 June 2015 entered into between IHS Mauritius Cote d’Ivoire SA and EBI SA, as amended 15 June 2022 10. Contrat De Nantissement De Creances De Second Rang (Prets d’Actionnaires) dated 11 August 2017 entered into between IHS Mauritius Cote d’Ivoire SA and EBI SA, as amended 15 June 2022 11. Contrat De Nantissement De Comptes Bancaires dated 30 June 2015 entered into between IHS Cote d’Ivoire SA and EBI SA, as amended 15 June 2022 12. Contrat De Nantissement De Comptes Bancaires De Second Rang dated 11 August 2017 entered into between IHS Cote d’Ivoire SA and EBI SA, as amended 15 June 2022
IHS Kuwait Limited	1. Business Pledge Agreement dated 7 July 2020 between, amongst others, IHS Kuwait Limited and Ahli Bank of Kuwait K.S.C.P as security agent 2. English law security assignment agreement dated 6 July 2020 between IHS Kuwait Limited and Al Ahli Bank of Kuwait K.S.C.P as security agent 3. Deed of subordination and assignment agreement dated 27 April 2020 between, amongst others, IHS Kuwait Limited as Debtor and Al Ahli Bank of Kuwait K.S.C.P as security agent
IHS Towers South Africa Proprietary Limited	2. Special Notarial Bond dated 26 May 2022 entered into by IHS Towers South Africa Proprietary Limited in favour of Bowwood and Main No 339 Proprietary Limited 3. General Notarial Bond dated 26 May 2022 entered into by IHS Towers South Africa Proprietary Limited in favour of Bowwood and Main No 339 Proprietary Limited 4. Share Pledge in relation to shares in IHS Towers South Africa Proprietary Limited dated 26 May 2022 entered into between IHS South Africa Holding Proprietary Limited, FirstRand Bank Limited (acting through its Rand Merchant Banking Division) and Bowwood and Main No 339 Proprietary Limited 5. Cession Agreement dated 26 May 2022 entered into between IHS Towers South Africa Proprietary Limited, FirstRand Bank Limited (acting through its Rand Merchant Banking Division) and Bowwood and Main No 339 Proprietary Limited 6. Subordination Agreement dated 26 May 2022 entered into between IHS South Africa Holding Proprietary Limited, IHS Towers South Africa Proprietary Limited, FirstRand Bank Limited (acting through its Rand Merchant Banking Division) and Bowwood and Main No 339 Proprietary

(Signature page to the Amendment and Restatement Agreement)

	Limited
IHS Zambia Limited	1. Fixed and floating charge dated 13 February 2021 entered into between IHS Zambia Limited, as Chargor and Standard Chartered Bank, as Collateral Agent; 2. Security Assignment Agreement of IHS Zambia Limited’s rights in respect of assigned agreements dated 13 February 2021 entered into between IHS Zambia Limited, as Assignor and Standard Chartered Bank, as Collateral Agent; 3. Charge over all onshore accounts of IHS Zambia Limited dated 13 February 2021 entered into between IHS Zambia Limited, as Chargor and Standard Chartered Bank, as Collateral Agent; 4. Share Pledge Agreement in relation to IHS Holding Limited’s shares in IHS Mauritius Zambia Limited dated 13 February 2021 entered into between IHS Holding Limited, IHS Mauritius Zambia Limited and Standard Chartered Bank, as Collateral Agent; 5. Share Pledge Agreement in relation to IHS Mauritius Zambia Limited’s shares in IHS Zambia Limited dated 13 February 2021 entered into between IHS Mauritius Zambia Limited, IHS Zambia Limited and Standard Chartered Bank, as Collateral Agent; 6. Charge over all offshore accounts of IHS Zambia Limited dated 13 February 2021 entered into between IHS Zambia Limited, as Chargor and Standard Chartered Bank, as Collateral Agent; and 7. Subordination Agreement and Assignment of Contractual Rights under Shareholder Loans dated 13 February 2021 entered into between International Finance Corporation, Standard Chartered Bank as Facility Agent and Collateral Agent, IHS Holding Limited as Guarantor, IHS Finco Management Limited, IHS Mauritius Zambia Limited, and IHS Zambia Limited as Borrower.
I-Systems Solucoes de Infraestrutura S.A	1. Instrumento Particular de Cessão Fiduciária de Direitos Creditórios em Garantia e Outras Avenças dated 3 October 2022 (as amended on 31 January 2023 and on 28 March 2023) entered into between Itaú Unibanco S.A. and I-Systems Solucoes de Infraestrutura S.A.
Skysites Americas S.A.	1. Cédula de Crédito Bancário dated 18 April 2022 by IHS Brasil – Cessão de Infraestruturas S.A as Debtor and Itaú Unibanco SA as creditor and Skysites Americas S.A as guarantor

(Signature page to the Amendment and Restatement Agreement)

Schedule 12

Existing Guarantees

Party Guaranteed	Details of Guarantee
IHS Côte d’Ivoire S.A.	Deed of guarantee dated 30 June 2015 relating to a credit facility for  EUR29,000,000 and XOF 41,326,366,000 credit facility for IHS Cote d’Ivoire S.A. as borrower, entered into between, among others, IHS Holding Limited as guarantor and Citibank, N.A., London Branch, EBI SA, Societe Generale, Standard Bank of South Africa Limited, Isle of Man Branch and Standard Chartered Bank as the arrangers and EBI SA as facility agent.
IHS Zambia Limited	Deed of guarantee dated 13 February 2021 relating to an up to USD 95,000,000 facility agreement dated 13 February 2021 as amended and restated on 23 January 2023 for IHS Zambia Limited as borrower entered into between IHS Holding Limited as guarantor, International Finance Corporation and Standard Chartered Bank.
IHS (Nigeria) Limited and INT Towers Limited	Guarantee dated 12 October 2022 between IHS Holding Limited as guarantor and BP Oil International Limited as beneficiary in relation to certain crude oil and/or petroleum product transactions entered into by IHS (Nigeria) Limited and INT Towers Limited.
IHS Holding Limited, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V. and Nigeria Tower Interco B.V., IHS (Nigeria) Limited, INT Towers Limited and IHS Towers NG Limited	Guarantee provided under the unsecured NGN term facility agreement dated on 3 January 2023 between, among others, IHS Netherlands Holdco B.V., each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and the original lenders named therein.
IHS Holding Limited, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V. and Nigeria Tower Interco B.V., IHS (Nigeria) Limited, INT Towers Limited and IHS Towers NG Limited	Guarantee provided under the unsecured NGN revolving credit facility agreement dated on 3 January 2023 between, among others, IHS Netherlands Holdco B.V., each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and the original lenders named therein.
IHS Holding Limited, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V. and Nigeria Tower Interco B.V., IHS (Nigeria) Limited, INT Towers Limited and IHS Towers NG Limited	Guarantee provided under the unsecured USD term credit facility agreement dated on 28 October 2022 between, among others, IHS Holding Limited as borrower, Citibank Europe plc, UK Branch as facility agent and the original lenders named therein.

(Signature page to the Amendment and Restatement Agreement)

Schedule 13

Timetables

	Loans
Delivery of a duly completed Utilisation Request (Clause 10.1 (Delivery of a Utilisation Request)).	10:00 a.m. three Business Days before the Utilisation Day.
Facility Agent notifies the Lenders of the Loan (Clause 10.4 (Lenders’ Participation)).	Promptly upon receipt of the Utilisation Request.
Reference Rate is fixed	Quotation Day as of 11am

(Signature page to the Amendment and Restatement Agreement)

Schedule 14

Existing Material Subsidiary Debt Facilities

1. Facility agreement dated 30 June 2015 as amended by an amendment and restatement agreement dated 11 August 2017 and 15 June 2022 for facilities of EUR 52,000,000 and CFA Francs 44,606,151,000 for IHS Cote d’Ivoire S.A. as borrower, arranged by Citibank, N.A., London Branch, EBI SA, Societe Generale, The Standard Bank of South Africa Limited, Isle of Man Branch and Standard Chartered Bank with EBI S.A. acting as facility agent and security agent.

2. Facility agreement dated 26 May 2022 for facilities of South African Rand 3,470,000,000 between IHS Towers South Africa Proprietary Limited, as borrower, ABSA Bank Limited (acting through its Corporate and Investment Banking Division), FirstRand Bank Limited (acting through its Rand Merchant Banking division), Investec Bank Limited (acting through its Corporate and Institutional Banking division), Standard Chartered Bank and Access Bank (South Africa) Limited, as mandated lead arrangers, and FirstRand Bank Limited (acting through its Rand Merchant Banking division) as agent.

3. Facility agreement dated 3 October 2022 for facilities of Brazilian Real 200,000,000 for I-Systems Soluções de Infraestrutura S.A. as borrower and Itau Unibanco S.A. as lender.

4. Term facility agreement dated 28 October 2022 between, amongst others, IHS Holding Limited as borrower, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank N.A., London Branch, FirstRand Bank Limited (London Branch), acting through its Rand Merchant Bank division and Standard Chartered Bank as mandated lead arrangers and Citibank Europe plc, UK Branch as facility agent.

5. Term facility agreement dated 3 January 2023 between IHS Netherlands Holdco B.V. as holdco, IHS (Nigeria) Limited, IHS Towers NG Limited and INT Towers Limited as borrowers, Rand Merchant Bank Nigeria Limited as coordinator and Access Bank Plc, Ecobank Nigeria Limited, Rand Merchant Bank Nigeria Limited and United Bank for Africa Plc as mandated lead arrangers and Ecobank Nigeria Limited as agent.

6. Revolving credit facility agreement dated 3 January 2023 between IHS Netherlands Holdco B.V. as holdco, IHS (Nigeria) Limited, IHS Towers NG Limited and INT Towers Limited as borrowers, Rand Merchant Bank Nigeria Limited as coordinator and Access Bank Plc, Ecobank Nigeria Limited, Rand Merchant Bank Nigeria Limited and United Bank for Africa Plc as mandated lead arrangers and Ecobank Nigeria Limited as agent.

7. Facility agreement dated 31 January 2023 for facilities of Brazilian Real 80,000,000 for I-Systems Soluções de Infraestrutura S.A. as borrower and Itau Unibanco S.A. as lender.

8. Facility agreement dated 28 March 2023 for facilities of Brazilian Real 120,000,000 for I-Systems Soluções de Infraestrutura S.A. as borrower and Itau Unibanco S.A. as lender.

9. Debentures deed dated 25 August 2023 for facilities of Brazilian Real 1,200,000,000 for IHS Brasil – Cessão de Infraestruturas S.A. as issuer and guarantor and Banco Itaú BBA S.A., UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A, Banco Santander (Brasil) S.A and Banco Bradesco BBI S.A as Coordinators.

(Signature page to the Amendment and Restatement Agreement)

10. Facility agreement dated 26 October 2023 for overdraft facilities of South African Rand 350,000,000 between IHS Towers South Africa Proprietary Limited as borrower and ABSA Bank Limited as lender.

(Signature page to the Amendment and Restatement Agreement)

Schedule 15

Acceptable Banks

Banco do Brasil S.A.	Brazil
Banco BOCOM BBM S.A.	Brazil
Banco Bradesco S.A.	Brazil
Caixa Economical Federal	Brazil
Citibank Brazil	Brazil
Itau Unibanco S.A.	Brazil
Banco Safra S.A.	Brazil
Banco Santander S.A.	Brazil
JP Morgan	Brazil
BTG Pactual	Brazil
Goldman Sachs	Brazil
Access Bank Cameroon	Cameroon
Citibank Cameroon	Cameroon
Ecobank Cameroon	Cameroon
Societe Generale Cameroon	Cameroon
Standard Chartered Bank Cameroon	Cameroon
UBA Cameroon	Cameroon
Citibank Cote D’Ivoire	CIV
Ecobank Cote D’Ivoire	CIV
Stanbic Cote D’Ivoire	CIV
Standard Chartered Bank CIV	CIV
Societe Generale Cote D’Ivoire	CIV
UBA Cote D’Ivoire	CIV
Citibank	Colombia
Colpatria	Colombia
Grupo Bancolumbia	Colombia
Santander	Colombia
Citibank Egypt	Egypt
Awash International bank	Ethiopia
EBI SA	France
Al Ahli Bank of Kuwait K.S.C.P.	Kuwait
Mashreq Bank	Kuwait
Afrasia Bank Limited	Mauritius

(Signature page to the Amendment and Restatement Agreement)

Standard Bank Mauritius	Mauritius
ABSA Bank Mauritius Limited	Mauritius
RMB International (Mauritius) Ltd	Mauritius
The Mauritius Commercial Bank Limited	Mauritius
Investec Bank	Mauritius
Citibank Europe plc - Netherlands	Netherlands
Access Bank plc	Nigeria
Citibank Nigeria	Nigeria
Ecobank Nigeria	Nigeria
Rand Merchant Bank Nigeria Limited	Nigeria
Stanbic Nigeria	Nigeria
Standard Chartered Bank Nigeria	Nigeria
UBA Nigeria	Nigeria
Zenith Bank plc	Nigeria
First City Monument Bank	Nigeria
Banco de Credito del Peru	Peru
Banco de la Nación	Peru
Citibank	Peru
Santander	Peru
Ecobank Rwanda	Rwanda
Access Bank	Rwanda
Bank of Kigali	Rwanda
Banke Saudi Fransi	Saudi Arabia
Access Bank	South Africa
FirstRand Bank Limited (acting through its Rand Merchant Bank division)	South Africa
ABSA Bank	South Africa
Standard Chartered Bank	South Africa
Investec Bank	South Africa
Citibank	South Africa
Standard Chartered Bank - Dubai, UAE	UAE
Mashreq Bank	UAE
Citibank	UAE
Citibank UK	United Kingdom
Standard Chartered Bank UK	United Kingdom
Access Bank	United Kingdom

(Signature page to the Amendment and Restatement Agreement)

UBA Bank	United Kingdom
Citibank, N.A., London Branch	United Kingdom
J.P. Morgan	United Kingdom
Goldman Sachs	United Kingdom
MUFG Bank	United Kingdom
Standard Advisory London (Standard Bank)	United Kingdom
Itau BBA International Plc	United Kingdom
FirstRand Bank Limited (London Branch), acting through its Rand Merchant Bank division	United Kingdom
Citibank	United States of America
J.P. Morgan	United States of America
Goldman Sachs	United States of America
Citibank Zambia	Zambia
Standard Chartered Bank Zambia	Zambia
Ecobank	Zambia
Access Bank	Zambia

(Signature page to the Amendment and Restatement Agreement)

Signature Pages to the Revolving Credit Facility

[intentionally left blank]

(Signature page to the Amendment and Restatement Agreement)

Signatures

The Company

IHS Holding Limited

Executed as a Deed by: Stephen Howden		/s/ Stephen Howden ……………………………………………… Authorised Signatory
for and on behalf ofIHS HOLDING LIMITED

(Signature page to the Amendment and Restatement Agreement)

The Facility Agent

Citibank Europe PLC, UK Branch

by: Henrik S. Siotsaa		/s/ Henrik S. Siotsaa ……………………………………………… Authorised signatory
for and on behalf ofCITIBANK EUROPE PLC, UK BRANCH

(Signature page to the Amendment and Restatement Agreement)

EX-99.3

Exhibit 99.3

IHS Holding Limited
1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com

To:	Citibank Europe PLC, UK Branch (the “Facility Agent”)
Attention :	Sona Sharma

2 October 2023

IHS Holding 2022 Bullet Term Loan – Amendment 1

Dear Sirs

Notice of Cancellation and Request for Amendment relating to the Facility Agreement (as defined below)

1. Introduction

1.1 We refer to the US$600,000,000 term loan facility agreement originally dated 28 October 2022 between, amongst others, the Facility Agent and IHS Holding Limited (the “Company”), Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank N.A., London Branch, FirstRand Bank Limited (London Branch), acting through its Rand Merchant Bank division and Standard Chartered Bank (the “Facility Agreement”).

1.2 Capitalised terms defined in the Facility Agreement shall have the same meaning when used herein unless expressly defined in this letter (the “Letter”).

1.3 The provisions of clause 1.2 (Construction) of the Facility Agreement apply to this Letter as though they were set out in full in this Letter with all necessary consequential changes; and with references in that clause to “this Agreement” being construed as references to this Letter.

2. Background

2.1 The Company has, up to and including the date of this Letter, drawn down an amount of US$370,000,000 under the Facility Agreement, leaving an undrawn amount of US$230,000,000.

2.2 The current Availability Period is due to expire on 28 October 2023.

2.3 The Company wishes to cancel a portion of the Available Facility and extend the Availability Period by a period of six months.

3. Notice of Cancellation of Commitment

3.1 In accordance with Clause 7.5 (Voluntary Cancellation) of the Facility Agreement, the Company hereby gives notice to the Facility Agent of its intention to cancel US$100,000,000 of the Available Facility.

3.2 The Facility Agent agrees that, following the expiry of the notice period of five Business Days from the date of this Letter, the Available Facility shall be reduced by US$100,000,000.

4. Request for Amendment

4.1 In accordance with Clause 38.2 (All Lender Matters) of the Facility Agreement, the Company hereby requests the consent of all Lenders to the following amendment to the Facility Agreement:

4.2 The definition of “Availability Period” in Clause 1.1 (Definitions) of the Facility Agreement shall be amended and replaced with the following:

““Availability Period” means the period from and including the date of this Agreement to and including the date falling 18 months from the date of this Agreement.”

5. Amendment

With effect from the date of this Letter, each of the Lenders agrees to waive any breach of representation, warranty, undertaking, covenant, Default, or Event of Default under or in respect of any Finance Document resulting from this Letter.

6. Miscellaneous

6.1 This Letter is a Finance Document.

6.2 From the date of this Letter, the Facility Agreement and this Letter shall be read and construed as one document.

6.3 Except as otherwise provided in this Letter, the Finance Documents remain in full force and effect.

6.4 No amendment or waiver of any provision of any Finance Document is given by the terms of this Letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other default under, the Finance Documents.

6.5 A person who is not a party to this Letter has no right under the Contracts (Right of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Letter.

6.6 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

7. Governing law

7.1 This Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

7.2 Clause 34 (Notices), Clause 39 (Confidential Information) and 43 (Enforcement) of the Facility Agreement shall apply to this Letter, mutatis mutandis, as if references in those provisions of the Facility Agreement to the Facility Agreement and Finance Document shall be construed as references to this Letter.

2

Please sign and return a copy of this Letter to confirm your agreement to the above.

Yours faithfully

/s/ Steve Howden

Name: Steve Howden

Title: Authorised Signatory

For and on behalf of

IHS Holding Limited

3

/s/ Alasdair George Niven Garnham

Name: Alasdair George Niven Garnham

Title: Vice President

For and on behalf of

Citibank Europe PLC, UK Branch as Facility Agent (acting on the instructions of all Lenders)

4

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2023
Document and Entity Information [Abstract]
Document Type	6-K
Document Period End Date	Sep. 30, 2023
Entity Registrant Name	IHS Holding Ltd
Entity Central Index Key	0001876183
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	[1]	Sep. 30, 2023	Sep. 30, 2022	[1]
CONSOLIDATED STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME
Revenue	$ 467,023	$ 521,317		$ 1,615,755	$ 1,435,132
Cost of sales	(365,032)	(297,598)		(949,774)	(818,797)
Administrative expenses	(93,835)	(91,527)		(291,877)	(284,941)
(Net loss allowance)/net reversal of loss allowance on trade receivables	(711)	1,597		(5,225)	3,397
Other income	33	70		369	4,207
Operating profit	7,478	133,859		369,248	338,998
Finance income	5,823	6,412		18,233	11,035
Finance costs	(261,993)	(234,223)		(1,804,222)	(574,081)
Loss before income tax	(248,692)	(93,952)		(1,416,741)	(224,048)
Income tax (expense)/benefit	(16,659)	57,304		(89,118)	23,945
Loss for the period	(265,351)	(36,648)		(1,505,859)	(200,103)
Loss attributable to:
Owners of the Company	(263,377)	(30,702)		(1,497,525)	(190,941)
Non-controlling interests	(1,974)	(5,946)		(8,334)	(9,162)
Loss for the period	$ (265,351)	$ (36,648)		$ (1,505,859)	$ (200,103)
Loss per share-basic	$ (0.79)	$ (0.09)		$ (4.49)	$ (0.58)
Loss per share-diluted	$ (0.79)	$ (0.09)		$ (4.49)	$ (0.58)
Items that may be reclassified to profit or loss
Fair value loss through other comprehensive income				$ 7
Exchange differences on translation of foreign operations	$ 4,789	$ (52,962)		629,748	$ (43,309)
Other comprehensive income/(loss) for the period, net of taxes	4,789	(52,962)		629,755	(43,309)
Total comprehensive loss for the period	(260,562)	(89,610)		(876,104)	(243,412)
Total comprehensive (loss)/gain attributable to:
Owners of the Company	(251,373)	(79,165)		(876,163)	(240,219)
Non-controlling interests	(9,189)	(10,445)		59	(3,193)
Total comprehensive loss for the period	$ (260,562)	$ (89,610)		$ (876,104)	$ (243,412)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

XML

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	[1]
Non-current assets
Property, plant and equipment	$ 1,754,367	$ 2,075,441
Right of use assets	883,234	965,019
Goodwill	638,538	763,388
Other intangible assets	908,821	1,049,103
Fair value through other comprehensive income financial assets	10	10
Deferred income tax assets	60,873	78,369
Derivative financial instrument assets	1,889	6,121
Trade and other receivables	153,972	130,347
Non-current assets	4,401,704	5,067,798
Current assets
Inventories	60,381	74,216
Income tax receivable	2,375	1,174
Trade and other receivables	629,245	663,467
Cash and cash equivalents	425,436	514,078
Assets held for sale	21,139
Current assets	1,138,576	1,252,935
Total assets	5,540,280	6,320,733
Current liabilities
Trade and other payables	569,761	669,149
Provisions for other liabilities and charges	309	483
Derivative financial instrument liabilities	51,887	1,393
Income tax payable	65,322	70,008
Borrowings	457,941	438,114
Lease liabilities	86,898	87,240
Current liabilities	1,232,118	1,266,387
Non-current liabilities
Trade and other payables	5,493	1,459
Borrowings	3,084,214	2,906,288
Lease liabilities	507,008	518,318
Provisions for other liabilities and charges	84,811	84,533
Deferred income tax liabilities	141,842	183,518
Non-current liabilities	3,823,368	3,694,116
Total liabilities	5,055,486	4,960,503
EQUITY
Stated capital	5,391,363	5,311,953
Accumulated losses	(4,814,310)	(3,317,652)
Other reserves	(321,440)	(861,271)
Equity attributable to owners of the Company	255,613	1,133,030
Non-controlling interest	229,181	227,200
Total equity	484,794	1,360,230
Total liabilities and equity	$ 5,540,280	$ 6,320,733

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Thousands		Equity attributable to owners of parent		Stated capital	Accumulated losses		Other reserves		Non-controlling interests		Total
Beginning balance, Equity at Dec. 31, 2021		$ 1,520,368		$ 5,223,484	$ (2,860,205)		$ (842,911)		$ 223,188		$ 1,743,556
NCI arising on business combination									831		831
Options converted to shares				86,470			(86,470)
Share-based payment expense		10,230					10,230				10,230
Other reclassifications related to share-based payment		(1,275)			1,560		(2,835)				(1,275)
Total transactions with owners of the Company		8,955		86,470	1,560		(79,075)		831		9,786
Loss for the period		(190,941)	[1]		(190,941)	[1]			(9,162)	[1]	(200,103)	[2]
Other comprehensive (loss)/income		(49,278)	[1]				(49,278)	[1]	5,969	[1]	(43,309)	[2]
Total comprehensive (loss)/income		(240,219)	[1]		(190,941)	[1]	(49,278)	[1]	(3,193)	[1]	(243,412)	[2]
Ending balance, Equity at Sep. 30, 2022	[1]	1,289,104		5,309,954	(3,049,586)		(971,264)		220,826		1,509,930
Beginning balance, Equity at Dec. 31, 2021		1,520,368		5,223,484	(2,860,205)		(842,911)		223,188		1,743,556
Options converted to shares							(88,469)
Share-based payment expense							13,423
Other comprehensive (loss)/income							59,521
Ending balance, Equity at Dec. 31, 2022		1,133,030		5,311,953	(3,317,652)		(861,271)		227,200		1,360,230	[3]
Shares repurchased and cancelled through buyback program		(10,022)		(10,022)							(10,022)
NCI arising on business combination									1,922		1,922
Options converted to shares				89,432			(89,432)
Share-based payment expense		9,327					9,327				9,327
Other reclassifications related to share-based payment		(559)			867		(1,426)				(559)
Total transactions with owners of the Company		(1,254)		79,410	867		(81,531)		1,922		668
Loss for the period		(1,497,525)			(1,497,525)				(8,334)		(1,505,859)
Other comprehensive (loss)/income		621,362					621,362		8,393		629,755
Total comprehensive (loss)/income		(876,163)			(1,497,525)		621,362		59		(876,104)
Ending balance, Equity at Sep. 30, 2023		$ 255,613		$ 5,391,363	$ (4,814,310)		$ (321,440)		$ 229,181		$ 484,794

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

[3] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023		Sep. 30, 2022
Cash flows from operating activities
Cash from operations	$ 234,437	$ 294,190	$ 750,428		$ 677,599
Income taxes paid	(8,450)	(6,452)	(42,407)		(46,454)
Payment for rent	(1,204)	(1,175)	(4,147)		(5,305)
Payment for tower and tower equipment decommissioning	(6)	(320)	(327)		(178)
Net cash generated from operating activities	224,777	286,243	703,547		625,662
Cash flow from investing activities
Purchase of property, plant and equipment	(124,413)	(122,011)	(393,015)		(284,867)
Payment in advance for property, plant and equipment	(18,772)	(51,870)	(88,920)		(139,783)
Purchase of software and licenses	(3,494)	(234)	(19,670)		(13,238)
Consideration paid on business combinations, net of cash acquired	(4,486)	(8,993)	(4,486)		(735,917)
Proceeds from disposal of property, plant and equipment	508	255	1,468		1,109
Insurance claims received	32	80	310		1,694
Interest income received	5,761	3,364	17,338		10,380
Deposit of short term deposits	(59,173)	(70,628)	(187,938)		(358,694)
Refund of short term deposits	15,908	10,733	36,631		162,316
Net cash used in investing activities	(188,129)	(239,304)	(638,282)		(1,357,000)
Cash flows from financing activities
Transactions with non-controlling interest		11			11
Shares repurchased and cancelled through buyback program	(5,713)		(5,713)
Bank loans received	318,765	118,884	976,944		834,677
Bank loans repaid	(226,741)	(44,184)	(644,591)		(114,211)
Fees on loans and derivative instruments	(6,149)	(3,282)	(14,820)		(12,559)
Interest paid	(79,173)	(69,070)	(224,118)		(173,739)
Payment for the principal of lease liabilities	(14,844)	(22,966)	(59,426)		(52,717)
Interest paid for lease liabilities	(15,405)	(11,543)	(40,699)		(27,763)
Initial margin received on non-deliverable forwards	145	6,629	197		13,106
(Losses) settled/profits received on nondeliverable forwards		(172)	420		(3,197)
Net cash (used in)/generated from financing activities	(29,115)	(25,693)	(11,806)		463,608
Net increase/(decrease) in cash and cash equivalents	7,533	21,246	53,459		(267,730)
Cash and cash equivalents at beginning of year	433,048	567,298	514,078	[1]	916,488
Effect of movements in exchange rates on cash	(15,145)	(58,076)	(142,101)		(118,290)
Cash and cash equivalents at end of year	$ 425,436	$ 530,468	$ 425,436		$ 530,468

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

XML

General Information

9 Months Ended

Sep. 30, 2023

General Information

General Information

1.General Information

The financial statements are the unaudited condensed consolidated interim financial statements (hereafter “financial statements”) of IHS Holding Limited (the “Company”) and its subsidiaries (together hereafter referred to as the “Group”). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as an exempted company with limited liability. 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.

The financial period represents the three and nine months ended September 30, 2023, with the prior period representing the three and nine months ended September 30, 2022. The financial statements are presented in U.S. Dollars ($) and all values are rounded to the nearest thousand, except where otherwise indicated.

XML

Significant accounting policies

9 Months Ended

Sep. 30, 2023

Significant accounting policies

Significant accounting policies

2.Significant accounting policies

2.1Basis of preparation

The financial statements for the three and nine months ended September 30, 2023, have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (IAS 34), as issued by the International Accounting Standards Board (IASB).

The financial statements do not amount to full financial statements and do not include all of the information and disclosures required for full annual financial statements. It should be read in conjunction with the consolidated annual financial statements of the Group for the year ended December 31, 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB, as noted within note 2.1 of the consolidated annual financial statements.

In management’s opinion, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, cash flows for the three and nine months ended September 30, 2023, and 2022, and statement of changes in equity for the nine months ended September 30, 2023 and 2022. Certain amounts in the prior periods have been reclassified to conform to the current year presentation. The condensed consolidated statement of financial position as at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

2.2Approval

These condensed consolidated interim financial statements were authorized and approved for issue on November 13, 2023.

2.3Income tax

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

2.4Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except the new standards, amendments and interpretations adopted by the Group during the period.

New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its interim reporting period commencing January 1, 2023:

● IFRS 17 Insurance Contracts

● Definition of Accounting Estimates - Amendments to IAS 8

● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2

● Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

● International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The amendments to standards listed above did not have any material impact on the Group’s interim financial statements. However, the Group is in the process of analyzing the impact of the amendments to IAS 12 which are expected to impact the gross values of deferred tax assets and deferred tax liabilities disclosed in the notes to the annual financial statements at year end. Other than this, we do not expect this amendment to have any material impact on the net assets of the Group.

​
The Organisation for Economic Co-operation and Development (OECD) has published Pillar Two Global Anti-Base Erosion Rules (GloBE) relating to global minimum taxation. These will apply to the Group from the year ended December 31, 2024 because the UK has enacted the relevant legislation, which will apply to UK tax resident companies, such as IHS Holding Limited, and its subsidiaries. The GLoBE rules will apply a minimum 15% income tax rate applicable in each jurisdiction in which the Group operates. The International Accounting Standards Board has amended IAS 12 ‘Income Taxes’ to include a mandatory exemption from recognizing deferred tax and liabilities relating to Pillar Two income taxes. The quantitative impact on the Group is still under investigation.

There are no new standards, amendments and interpretations not yet adopted by the Group.

2.5Segment reporting

Operating segments are components of IHS’ business activities about which separate financial statements are 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 currently consists of the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, the IHS Nigeria CEO, the Chief Human Resource Officer and the Executive Vice President of Communications.

Where operating segments share similar characteristics, they have been aggregated into reportable segments, of which the Group has identified four: Nigeria, Sub-Saharan Africa (“SSA”), Middle East and North Africa (“MENA”) and Latin America (“Latam”).

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Critical accounting estimates and assumptions

9 Months Ended

Sep. 30, 2023

Critical accounting estimates and assumptions

Critical accounting estimates and assumptions

3.Critical accounting estimates and assumptions

The preparation of interim financial statements requires management to make certain judgements, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities at the reporting date and the amounts reported for revenues and expenses during the period. The nature of the estimation means that actual outcomes could differ from those estimates.

In preparing these condensed consolidated interim 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, except as mentioned below, as those that applied to the consolidated financial statements for the year ended December 31, 2022.

(a)Going Concern

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 these financial statements. In assessing the forecasts, the Directors have considered:

● the current economic conditions in the operating markets and the impact on trading performance;

● the impact of macroeconomic factors, particularly interest rates and foreign exchange rates, and the ongoing impact of the Russia and Ukraine conflict including on global diesel prices and supply chains for raw materials such as steel and for equipment, including batteries (the Group has no operations in Ukraine or trading with sanctioned individuals and companies);

● the status of the Group’s financial arrangements (see also note 19);

● 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.

In addition, the Directors have considered the following:

● The Group has cash and cash equivalents of $425.4 million as at September 30, 2023;

● 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;

● All of the Group’s operations are cash generative; and

● Our IT team monitors the risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilizes security measures to mitigate such risks.

Having carefully considered the 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.

(b) Assessment of appropriate foreign exchange rate

In mid-June 2023, the Central Bank of Nigeria announced the unification of all segments of the foreign exchange market by replacing the old regime of multiple exchange rate “windows” for different purposes with, in effect, a market rate. The unification of the Nigeria foreign exchange market was aimed at eliminating multiple “windows” and to allow foreign exchange transactions to be determined by market forces via a single I&E window. The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the I&E window rate (which was subsequently renamed NAFEM in October 2023), for the translation of USD transactions and denominated balances in the Nigerian subsidiaries and also for consolidation purposes.

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Capital risk management

9 Months Ended

Sep. 30, 2023

Capital risk management

Capital risk management

4.Capital 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 financial statements do not include all financial risk management information and disclosures required in annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2022.

There have been no changes in any risk management policies since December 31, 2022.

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 tables present the Group’s financial instruments that are measured at fair value at September 30, 2023 and at December 31, 2022.

September 30, 2023	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	1,099	1,099
Embedded options within listed bonds (note 16)	—	790	790
Foreign exchange swaps (note 16)	—	(51,887)	(51,887)
	10	(49,998)	(49,988)

December 31, 2022	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	821	821
Embedded options within listed bonds (note 16)	—	5,300	5,300
Foreign exchange swaps (note 16)	—	(1,393)	(1,393)
	10	4,728	4,738

As at the end of the reporting period, the Group had both level 1 and level 2 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 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 foreign exchange swaps, interest rate caps and options embedded in the bonds. Their fair values are determined based on mark to market values provided by the counterparty financial institutions or valuation techniques using observable market data.

Fair value estimation

	At September 30, 2023		At December 31, 2022
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
	$’000	$’000	$’000	$’000
Financial liabilities
Bank and bond borrowings (note 19)	3,542,155	3,165,109	3,344,402	3,116,193
	3,542,155	3,165,109	3,344,402	3,116,193

The fair values of non-current liabilities are based on discounted cash flows using a current borrowing rate.

The fair values of current assets and current liabilities are not materially different from their carrying values.

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Segment reporting

9 Months Ended

Sep. 30, 2023

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, South Africa and Zambia, as our SSA business, Kuwait and Egypt as our MENA business and Brazil, Colombia and Peru as our Latam business.

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, South Africa 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.

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 (defined 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. 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 nine months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,060,964	379,034	145,876	29,881	—	1,615,755
Segment Adjusted EBITDA	668,330	194,701	104,665	14,205	(110,694)	871,207
Depreciation and amortization (note 6 and 7)						(340,381)
Net gain on disposal of property, plant and equipment (note 7)						952
Insurance claims (note 9)						310
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(108,510)
Impairment of withholding tax receivables (note 7)						(35,112)
Business combination transaction costs (note 7)						(1,647)
Other costs (a)						(8,059)
Share‑based payment expense (note 7)						(9,571)
Finance income (note 10)						18,233
Finance costs (note 11)						(1,804,222)
Other income (note 9)						59
Loss before income tax						(1,416,741)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	253,146	81,158	172,867	15,039
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the nine months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $4.5 million, one-off consulting services of $1.7 million and one-off professional fees related to financing of $0.2 million.

Summarized financial information for the nine months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	997,132	295,331	116,117	26,552	—	1,435,132
Segment Adjusted EBITDA*	596,756	163,511	83,010	11,616	(96,416)	758,477
Depreciation and amortization (note 6 and 7)						(340,173)
Net loss on disposal of property, plant and equipment (note 7)						(13,650)
Insurance claims (note 9)						1,686
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(1,768)
Impairment of withholding tax receivables (note 7)						(39,141)
Business combination transaction costs (note 7)						(17,928)
Other costs (a)						(1,274)
Share‑based payment expense (note 7)						(9,752)
Finance income (note 10)						11,035
Finance costs (note 11)						(574,081)
Other income (note 9)						2,521
Loss before income tax						(224,048)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	719,219	386,460	3,650
- in the normal course of business	226,858	83,876	93,822	18,569
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the nine months ended September 30, 2022 included professional costs related to Sarbanes-Oxley (SOX) implementation costs of $1.0 million along with professional fees and system implementation costs.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

Summarized financial information for the three months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	271,394	133,481	51,883	10,265	—	467,023
Segment Adjusted EBITDA	158,003	66,285	38,163	5,155	(35,653)	231,953
Depreciation and amortization (note 6 and 7)						(104,931)
Net loss on disposal of property, plant and equipment (note 7)						386
Insurance claims (note 9)						32
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(103,429)
Impairment of withholding tax receivables (note 7)						(10,508)
Business combination transaction costs (note 7)						(161)
Other costs (a)						(3,211)
Share‑based payment expense (note 7)						(2,654)
Finance income (note 10)						5,823
Finance costs (note 11)						(261,993)
Other income (note 9)						1
Loss before income tax						(248,692)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	51,631	28,005	82,060	6,227
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the three months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $1.7 million and one-off consulting services of $0.7 million.

Summarized financial information for the three months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	355,351	114,801	42,104	9,061	—	521,317
Segment Adjusted EBITDA*	210,039	63,521	29,993	3,828	(32,953)	274,428
Depreciation and amortization (note 6 and 7)						(117,474)
Net loss on disposal of property, plant and equipment (note 7)						134
Insurance claims (note 9)						70
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(3,099)
Impairment of withholding tax receivables (note 7)						(11,422)
Business combination transaction costs (note 7)						(3,685)
Other costs (a)						(966)
Share‑based payment expense (note 7)						(4,127)
Finance income (note 10)						6,412
Finance costs (note 11)						(234,223)
Loss before income tax						(93,952)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	—	—	3,650
- in the normal course of business	98,669	31,705	42,696	6,223
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the three months ended September 30, 2022 included professional costs related to SOX implementation costs of $0.4 million, professional fees related to financing costs of $0.2 million and system implementation costs of $0.4 million.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the TIM Fiber Acquisition in November 2021, the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

Revenue from two tier one customers represents approximately 10% or more of the Group’s total revenue as follows:

	Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
					$’000		$’000
Customer A	63	%	63	%	60	%	63	%
Customer B	14	%	14	%	16	%	17	%

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Cost of sales

9 Months Ended

Sep. 30, 2023

Cost of sales [abstract]

Cost of sales

6.Cost of sales

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Tower repairs and maintenance	20,364	25,134	77,762	68,391
Power generation	89,883	113,604	303,815	305,858
Short term rental	2,605	3,401	8,195	13,616
Vehicle maintenance and repairs	495	439	1,556	1,473
Site regulatory permits	9,365	8,593	30,562	26,634
Security services	9,650	12,375	33,756	31,713
Insurance	1,081	1,353	3,635	3,750
Staff costs	7,240	8,454	25,385	23,664
Travel costs	1,753	2,195	7,967	3,436
Professional fees	905	943	2,106	2,846
Depreciation (note 14)**	89,850	102,929	293,784	298,901
Amortization (note 15)	10,908	11,381	33,871	30,317
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099	108,510	1,768
Other	17,504	3,698	18,870	6,430
	365,032	297,598	949,774	818,797

Foreign exchange gains and losses on cost of sales are included in Other.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

**Presented net of related indirect tax receivable in Brazil of $0.4 million in 2023. Refer to note 14.

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Administrative expenses

9 Months Ended

Sep. 30, 2023

Administrative expenses.

Administrative expenses

7.Administrative expenses

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Facilities, short term rental and upkeep	8,822	8,953	30,010	25,844
Depreciation (note 14)	2,744	2,266	8,501	6,657
Amortization (note 15)	1,429	898	4,225	4,298
Travel costs	3,640	4,225	10,318	10,884
Staff costs	38,210	34,323	114,765	96,172
Key management compensation	4,674	5,491	12,914	13,814
Share‑based payment expense (note 25)	2,654	4,127	9,571	9,752
Professional fees	14,231	9,628	43,634	28,240
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables*	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Operating taxes	266	228	382	569
Other	6,882	6,415	21,750	17,992
	93,835	91,527	291,877	284,941

Foreign exchange gains and losses on administrative expenses are included in Other.

*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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(Loss allowance)/reversal of loss allowance on trade receivables

9 Months Ended

Sep. 30, 2023

(Loss allowance)/reversal of loss allowance on trade receivables

(Loss allowance)/reversal of loss allowance on trade receivables

8. (Loss allowance)/reversal of loss allowance on trade receivables

The loss allowance for the nine months ended September 30, 2023 is $5.2 million (nine months ended September 30, 2022: reversal of loss allowance of $3.4 million) and the loss allowance for the three months ended September 30, 2023 is $0.7 million (three months ended September 30, 2022: reversal of loss allowance of $1.6 million). This represents the net impact of new or increased provisions for balances now assessed as doubtful partially offset by the reversal of allowances made in previous periods in respect of balances recovered in the period or no longer considered doubtful.

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Other income

9 Months Ended

Sep. 30, 2023

Other income.

Other income

9.Other income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Insurance claims	32	70	310	1,686
Other income	1	—	59	2,521
	33	70	369	4,207

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Finance income

9 Months Ended

Sep. 30, 2023

Finance income.

Finance income

10.Finance income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Interest income—bank deposits	5,761	3,364	17,338	10,380
Net foreign exchange gain on derivative instruments—unrealized	—	1,263	—	—
Net foreign exchange gain on derivative instruments—realized	—	1,785	420	655
Fair value gain on interest rate caps	62	—	475	—
	5,823	6,412	18,233	11,035

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Taxation

9 Months Ended

Sep. 30, 2023

Income Tax Expense

Taxation

12.Taxation

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Current taxes on income	28,567	31,897	91,484	83,905
Deferred income taxes	(11,908)	(89,201)	(2,366)	(107,850)
Total taxes	16,659	(57,304)	89,118	(23,945)

Income tax expense is recognized in each interim period based on tax computations for each group entity based upon the profit or loss before tax in the period. Adjustments for material temporary and permanent differences are made by reference to the relevant tax rules, making suitable pro-rated adjustments for rates applying on an annual basis for the full financial year under the tax rules. Accordingly, the interim period income tax expense is accrued at the effective tax rate that would be applicable to the pre-tax income of the interim period.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Loss per share

9 Months Ended

Sep. 30, 2023

Income per share

Loss per share

13.Loss per share

The following table sets forth basic and diluted net loss per common share computational data (in thousands, except per share data):

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
Loss attributable to equity holders ($’000)	(265,351)	(36,648)	(1,505,859)	(200,103)
Less: allocation of loss to non‑controlling interest ($’000)	(1,974)	(5,946)	(8,334)	(9,162)
Loss attributable to IHS common shareholders ($’000)	(263,377)	(30,702)	(1,497,525)	(190,941)
Basic weighted average shares outstanding (‘000)	334,046	331,688	333,388	330,913
Potentially dilutive securities (‘000)	1,811	3,446	2,079	3,381
Potentially dilutive weighted average common shares outstanding (‘000)	335,857	335,134	335,467	334,294
Loss per share:
Basic loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)
Diluted loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)

Potentially dilutive securities include share-based compensation options, but for the nine and three months ended September 30, 2023, and the nine and three months ended September 30, 2022, these securities were anti-dilutive and thus do not impact diluted loss per share.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Property, plant and equipment

9 Months Ended

Sep. 30, 2023

Property, plant and equipment.

Property, plant and equipment

14.Property, plant and equipment

							Total
							(excluding
	Towers		Land	Furniture		Capital	Right of
	and tower	Fiber	and	and office	Motor	work in	use	Right of
	equipment	assets	buildings	equipment	vehicles	progress	asset)	use assets
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2022	2,829,528	250,690	56,268	22,198	23,458	146,353	3,328,495	650,504
Additions during the year ***	(20,994)	70,905	1,489	7,453	6,961	350,512	416,326	100,832
Additions through business combinations (note 27) ****/*****	266,110	—	885	—	—	—	266,995	478,602
Reclassification	176,625	10,991	1,992	4,231	—	(193,839)	—	—
Transfer from advance payments	100,578	16,412	6,754	33	—	2,008	125,785	—
Disposals*	(239,350)	—	—	(459)	(1,286)	—	(241,095)	(17,755)
Effects of movement in exchange rates *****	(150,930)	15,184	(3,802)	(1,148)	(1,856)	(17,876)	(160,428)	(47,003)
At December 31, 2022*****	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
At January 1, 2023	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
Additions during the period ***	38,285	13,634	1,044	2,573	3,429	305,181	364,146	88,794
Additions through business combinations (note 27) ***	5,576	—	—	—	—	—	5,576	—
Reclassification	119,159	67,095	6,422	(2,883)	84	(189,877)	—	—
Transfer from advance payments	41,889	980	1,924	—	—	16,266	61,059	—
Disposals*	(4,950)	(35,571)	—	(1,176)	(1,625)	—	(43,322)	(25,511)
Effects of movement in exchange rates	(732,553)	(5,911)	(24,319)	(6,403)	(8,335)	(129,350)	(906,871)	(123,332)
Reclassified to assets held for sale	(102,135)	—	—	—	—	—	(102,135)	—
At September 30, 2023	2,326,838	404,409	48,657	24,419	20,830	289,378	3,114,531	1,105,131
Accumulated depreciation and impairment
At January 1, 2022	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Charge for the year**	268,999	54,152	315	5,800	4,610	—	333,876	88,615
Impairment	34,702	201	—	—	—	—	34,903	3,151
Disposals*	(234,117)	—	—	(301)	(1,272)	—	(235,690)	(13,237)
Effects of movement in exchange rates *****	(83,573)	(675)	(119)	(1,219)	(1,100)	—	(86,686)	(8,221)
At December 31, 2022*****	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
At January 1, 2023	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
Charge for the period**	174,967	48,207	263	2,859	3,115	—	229,411	73,247
Net impairment	77,896	464	—	—	—	—	78,360	1,277
Disposals*	(4,034)	(34,506)	—	(1,168)	(1,520)	—	(41,228)	(14,315)
Effects of movement in exchange rates	(478,469)	1,871	(763)	(3,824)	(4,835)	—	(486,020)	(38,473)
Reclassified to assets held for sale	(80,996)	—	—	—	—	—	(80,996)	—
At September 30, 2023	1,250,690	75,068	1,333	19,304	13,769	—	1,360,164	221,897
Net book value
At December 31, 2022****	1,400,241	305,150	61,753	10,871	10,268	287,158	2,075,441	965,019
At September 30, 2023	1,076,148	329,341	47,324	5,115	7,061	289,378	1,754,367	883,234

*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 condensed consolidated statement of loss and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

***Includes net movements in assets relating to the decommissioning and site restoration provision.

****Includes subsequent asset acquisitions on business combination transactions.

*****re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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 period ended September 30, 2023 includes $66.3 million from power equipment assets in the SSA segment being classified as assets held for sale and remeasured at fair value less cost to sell. The sale of the assets is expected to be concluded within the next 12 months. Assets are not depreciated while they are classified as held for sale. The impairment in the year ended December 31, 2022 is primarily driven by the rationalization program agreed with a Key Customer which resulted in the impairment of the related Towers and tower equipment. The impairment losses have been recognized in cost of sales in the consolidated statement of loss and other comprehensive income/(loss).

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Goodwill and other intangible assets

9 Months Ended

Sep. 30, 2023

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, 2022	780,147	877,764	107,202	17,706	23,798	1,806,617
Additions during the year	—	—	—	14,772	6,413	21,185
Additions through business combinations (note 27)*/***	119,035	171,765	72,932	—	—	363,732
Disposals	—	—	—	(4)	(395)	(399)
Effects of movement in exchange rates ***	(13,543)	(18,163)	(4,844)	(1,886)	(572)	(39,008)
At December 31, 2022***	885,639	1,031,366	175,290	30,588	29,244	2,152,127
At January 1, 2023	885,639	1,031,366	175,290	30,588	29,244	2,152,127
Additions during the period	—	—	—	3,007	8,970	11,977
Additions through business combinations (note 27)	—	2,224	766	—	—	2,990
Disposals	—	—	—	(17)	(13,014)	(13,031)
Effects of movement in exchange rates	(119,909)	(115,330)	(15,640)	(1,096)	(4,066)	(256,041)
At September 30, 2023	765,730	918,260	160,416	32,482	21,134	1,898,022
Accumulated amortization and impairment
At January 1, 2022	251	131,568	21,885	6,877	20,411	180,992
Charge for the year	—	36,169	6,936	2,598	1,627	47,330
Disposals	—	—	—	(4)	(394)	(398)
Impairment charge for the year**	121,596	—	—	—	—	121,596
Effects of movement in exchange rates	404	(8,335)	(1,245)	(395)	(313)	(9,884)
At December 31, 2022	122,251	159,402	27,576	9,076	21,331	339,636
At January 1, 2023	122,251	159,402	27,576	9,076	21,331	339,636
Charge for the period	—	26,094	5,515	4,776	1,711	38,096
Disposals	—	—	—	(17)	(13,008)	(13,025)
Impairment charge for the year	—	28,873	—	—	—	28,873
Effects of movement in exchange rates	4,941	(37,430)	(6,464)	(129)	(3,835)	(42,917)
At September 30, 2023	127,192	176,939	26,627	13,706	6,199	350,663
Net book value
At December 31, 2022***	763,388	871,964	147,714	21,512	7,913	1,812,491
At September 30, 2023	638,538	741,321	133,789	18,776	14,935	1,547,359

Network-related intangible assets represent future income from leasing excess tower capacity to new Tenants. Customer-related intangible assets represent customer contracts and relationships.

*Includes subsequent asset acquisitions on business combination transactions.

**The carrying amount of the IHS Latam tower business group of CGUs was reduced to its recoverable amount through the recognition of an impairment loss against goodwill.

***re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

The impairment in the period ended September 30, 2023 of $28.9 million relates to a revaluation of the Customer-related assets in the SSA segment following the classification of power equipment assets as held for sale. Refer to note 14.

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Derivative financial instruments

9 Months Ended

Sep. 30, 2023

Derivative financial instruments

Derivative financial instruments

16.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 condensed consolidated statement of loss and other comprehensive income/(loss). The related net foreign exchange gain/(loss) is included in finance income (note 10) and finance costs (note 11).

The underlying contractual notional amounts for the derivative instruments are as follows, at December 31, 2022 and at September 30, 2023:

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	125,000	160,448
Embedded options within listed bonds	1,940,000	1,940,000
	2,065,000	2,100,448

The fair value balances are as follows:

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	(51,887)	(1,393)
Interest rate caps	1,099	821
Embedded options within listed bonds	790	5,300
	(49,998)	4,728

The change in fair value of the derivative instruments has been recorded in the condensed consolidated statement of loss and other comprehensive income/(loss) as follows:

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Derivative instruments
Foreign exchange swaps/non-deliverable forwards	(3,247)	1,263	(65,356)	(2,111)
Interest rate caps	62	—	475	—
Embedded options within listed bonds	(5,260)	(620)	(4,510)	(162,950)
	(8,445)	643	(69,391)	(165,061)

XML

Trade and other receivables

9 Months Ended

Sep. 30, 2023

Trade and other receivables

Trade and other receivables

17.Trade and other receivables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade receivables	196,881	236,390
Less: impairment provisions	(19,767)	(25,365)
Net trade receivables*	177,114	211,025
Other receivables**	386,305	387,019
Prepaid land rent	1,108	1,030
Other prepaid expenses	23,116	26,820
Advance payments	27,663	22,076
Withholding tax	1,133	1,201
VAT receivables	12,806	14,296
	629,245	663,467
Non‑current
Accrued income and lease incentive	62,989	35,321
Other tax receivables	7,021	5,945
Payment in advance for property, plant and equipment	77,781	83,118
Contingent consideration receivable	6,181	5,963
	153,972	130,347

*The fair value is equal to their carrying amount.

**Included in 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.

Payment in advance for property, plant and equipment relates to the future supply of tower and tower equipment and fiber assets. 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 the 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables.

XML

Trade and other payables

9 Months Ended

Sep. 30, 2023

Trade and other payables.

Trade and other payables

18.Trade and other payables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade payables	356,145	442,959
Deferred revenue	63,941	86,363
Withholding tax payable	6,801	5,820
Payroll and other related statutory liabilities	40,228	45,331
VAT payables	29,416	51,103
Other payables	73,230	37,573
	569,761	669,149
Non‑current
Other payables	5,493	1,459
	5,493	1,459

XML

Borrowings

9 Months Ended

Sep. 30, 2023

Borrowings.

Borrowings

	September 30,	December 31,
	2023	2022
	$’000	$’000
Non‑current
Senior Notes	1,928,762	1,920,783
Bank borrowings	1,155,452	985,505
External debt	3,084,214	2,906,288
Current
Senior Notes	22,692	27,060
Bank borrowings	92,721	213,576
Letters of credit	342,528	197,478
External debt	457,941	438,114
Total borrowings	3,542,155	3,344,402

External debt

External debt is made up of the following:

							September 30,	December 31,
	Currency	Maturity date		Interest rate			2023	2022
							$’000	$’000
Senior notes
IHS Holding Limited	US Dollar		2026		5.63	%	505,623	497,861
IHS Holding Limited	US Dollar		2028		6.25	%	506,214	497,979
IHS Netherlands Holdco B.V.	US Dollar		2027		8.00	%	939,617	952,003
Bank borrowings
IHS Holding Term Loan	US Dollar		2025		3.75	% + CAS + 3M SOFR	370,433	368,630
IHS (Nigeria) Limited	Nigerian Naira		2023		12.50	-18.00%	—	57,448
INT Towers Ltd	Nigerian Naira		2024		2.50	% + 3M NIBOR	—	191,188
INT Towers Ltd	Nigerian Naira		2028		20.00	%	218,634	—
IHS Côte d'Ivoire Ltd	CFA Franc		2024		5.00	%	9,410	18,854
IHS Côte d'Ivoire Ltd	Euro		2024		3.00	% + 3M EURIBOR	6,993	14,217
IHS Zambia Ltd	US Dollar		2027		5.00	% + CAS + 3M SOFR	85,763	94,596
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2031		3.10	% + CDI	234,740	—
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2029		3.65	% + CDI	—	68,591
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2028		3.05	% + CDI	—	82,928
I-Systems Soluções de Infraestrutura S.A.	Brazilian Real		2030		2.45	- 2.50% + CDI	78,615	38,542
IHS Kuwait Limited	Kuwait Dinar		2029		2.00	% + 3M KIBOR	62,916	66,251
IHS Towers South Africa Proprietary Limited	South African Rand		2029		2.75	% + 3M JIBAR	180,669	197,836
Letters of credit
IHS (Nigeria) Limited	US Dollar		2023		12.00	- 15.55%	101,559	66,047
INT Towers Ltd	US Dollar		2023		12.00	- 15.75%	238,010	128,063
IHS Towers NG Limited	US Dollar		2023		15.49	%	136	987
Global Independent Connect Limited	US Dollar		2023		13.25	- 15.49%	2,823	1,330
Global Independent Connect Limited	Chinese Yuan		2023		12.05	%	—	1,051
							3,542,155	3,344,402

i.Bank borrowings – new facilities, facility amendments and drawdowns during the reporting period

The Group is in compliance with the restrictive debt covenants related to the listed bonds and covenants related to external borrowings as at the quarter end. 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 September 30, 2023.

Nigeria (2023) Term Loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 165.0 billion (approximately $212.8 million) term loan agreement in January 2023 (as amended and/or restated from time to time the “Nigeria 2023 Term Loan”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers; each of IHS Holding Limited, IHS Netherlands NG1

B.V., IHS Nigeria, IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

The Nigeria 2023 Term Loan was drawn down for an original principal amount of NGN 124.5 billion (approximately $160.5 million), and funds borrowed under the loan were applied towards, inter alia, refinancing certain indebtedness of INT Towers, IHS Nigeria, and general corporate and working capital purposes.

As of January 3, 2023, the total commitments available under the Nigeria 2023 Term Loan were NGN 124.5 billion (approximately $160.5 million), which were increased in February 2023, by NGN 29.0 billion (approximately $37.4 million) and further increased in May 2023, by NGN 11.5 billion (approximately $14.8 million) pursuant to the facility increase clause contained within the loan agreement up to its total NGN 165.0 billion (approximately $212.8 million) capacity.

In January 2023, NGN 124.5 billion (approximately $160.5 million) was drawn down under the Nigeria 2023 Term Loan. Further drawdowns took place in March 2023, April 2023 and June 2023 for NGN 14.0 billion (approximately $18.1 million), NGN 15.0 billion (approximately $19.3 million) and NGN 11.5 billion (approximately $14.8 million) respectively.

As of September 30, 2023, NGN 165.0 billion (approximately $212.8 million) had been drawn down under this facility.

Nigeria (2023) Revolving Credit Facility

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 55.0 billion (approximately $70.9 million) revolving credit facility agreement in January  2023 (as amended and/or restated from time to time the “Nigeria 2023 RCF”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers and guarantors; each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.  

The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%. IHS Netherlands Holdco B.V. also pays certain other fees and costs, including agent fees.

As of January 3, 2023, the total commitments available under the Nigeria 2023 RCF were NGN 44.0 billion (approximately $56.7 million), which were further increased in February 2023, by NGN 11.0 billion (approximately $14.2 million) to NGN 55.0 billion (approximately $70.9 million), pursuant to the facility increase clause contained within the loan agreement.

During the nine months ended September 30, 2023, an aggregate of NGN 40.0 billion (approximately $51.6 million) was borrowed and repaid under the Nigeria 2023 RCF.

As of September 30, 2023, there are no amounts drawn and outstanding under the Nigeria (2023) Revolving Credit Facility.

Repayment of the IHS (Nigeria) Local Facilities

On January 11, 2023, the following IHS (Nigeria) Limited local facilities were fully repaid:

(i) IHSN NG1 Facility (a NGN 16.1 billion (approximately $20.8 million) facility entered into in March 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited).

(ii) IHSN NG2 Facility (a NGN 10.0 billion (approximately $12.9 million) facility entered into in May 2022 and guaranteed by each of IHS Holding Limited, INT Towers Limited and IHS Towers NG Limited).

Repayment of the Nigeria (2019) term loan

IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into a term loan agreement, originally dated September 3, 2019 (and as amended and/or restated from time to time, including pursuant to an amendment and restatement agreement dated September 29, 2021) (the “Nigeria 2019 Facility”). In January  2023, the full remaining principal amount of the Naira tranche of the Nigeria 2019 Facility of NGN 88.3 billion (approximately $113.9 million) (plus accrued interest) was prepaid.

I-Systems Facility drawdown

I-Systems Soluções de Infraestrutura S.A. (formerly known as Fiberco Soluções de Infraestrutura S.A.) (“I-Systems”) entered into a BRL 200.0 million (approximately $39.7 million) credit agreement, originally dated October 3, 2022 (as amended and/or restated from time to time, the “I-Systems Facility”). On October 13, 2022, Itau Unibanco S.A. provided an additional commitment in an aggregate amount of BRL 200.0 million (approximately $39.7 million) on the same terms, available in two tranches.

On February 3, 2023, I-Systems drew down a tranche of BRL 80.0 million (approximately $15.9 million) pursuant to the I-Systems Facility. The interest rate applicable on this tranche is CDI plus 2.45% (assuming a 252-day calculation basis). On March 31, 2023, I-Systems drew down a tranche of BRL 120.0 million (approximately $23.8 million) pursuant to the I-Systems Facility. The interest rate applicable on this tranche is CDI plus 2.50% (assuming a 252-day calculation basis). As of September 30, 2023, BRL 400 million (approximately $79.5 million) had been drawn down under this facility.

Repayment of the  IHS Brasil - Cessão de Infraestruturas S.A. Facilities

IHS Brasil Participacoes Ltda entered into (and later assigned to IHS Brasil - Cessão de Infraestruturas S.A.) the following facilities: (a) a BRL 300.0 million (approximately $59.6 million) credit agreement originally in May 2021 (as amended and/or restated from time to time, the “IHS Brasil Facility 1”), and (b) a BRL 100.0 million (approximately $19.9 million) credit agreement originally in June 2021 (as amended and/or restated from time to time) (the “IHS Brasil Facility 2” and, together with the IHS Brasil Facility 1, the “IHS Brasil Facilities”).

IHS Brasil - Cessão de Infraestruturas S.A. also entered into a BRL 495.0 million (approximately $98.4 million) credit agreement originally in April 2022 (as amended and/or restated from time to time, the “GTS Facility”).

In September 2023, we prepaid the full remaining principal amount of the IHS Brasil Facilities and the GTS Facility of BRL 713.6 million (approximately $141.8 million) (plus accrued interest) using the proceeds received following the issuance of the IHS Brasil Debentures.

IHS Brasil - Cessão de Infraestruturas S.A. Debentures

IHS Brasil - Cessão de Infraestruturas S.A. issued debentures for BRL 1,200.0 million (approximately $238.4 million), in September 2023 (as amended and/or restated from time to time, the “IHS Brasil Debentures”). The IHS Brasil Debentures amortize semi-annually until maturity in August 2031.

The IHS Brasil Debentures contain customary information and financial covenants, including but not limited to the maintenance of specified net debt to EBITDA and interest cover ratios. They also contain customary negative covenants and restrictions including, but not limited to, dividends and other payments to shareholders, intercompany loans and capital reductions.

The IHS Brasil Debentures are  secured by a pledge over all shares owned by Centennial Towers Brasil Cooperatief U.A. and IHS Netherlands BR B.V. in IHS Brasil – Cessão de Infraestruturas S.A. and a pledge over the bank account where the companies’ receivables are deposited.

The IHS Brasil Debentures have an interest rate of CDI plus 3.10% (assuming a 252-day calculation basis) and will terminate in August 2031.

The proceeds from the issuance were used to refinance certain indebtedness of IHS Brasil - Cessão de Infraestruturas S.A. (including the IHS Brasil Facilities and the GTS Facility) and for general corporate and working capital purposes.

IHS Kuwait Facility drawdown

IHS Kuwait Limited entered into a loan agreement originally dated April 19, 2020 (as amended and/or restated from time to time) with a total commitment of KWD equivalent of $85.0 million (the “Kuwait Facility”).

The Kuwait Facility will terminate in April 2029, and as of September 30, 2023, KWD 21.8 million (approximately $70.5 million) of this facility was drawn down.

IHS South Africa Facility

IHS Towers South Africa Proprietary Limited (“IHS SA”) entered into a loan agreement originally in May 2022 (as amended and/or restated from time to time) with a total commitment of ZAR 3,470.0 million (approximately $183.4 million)  (the “IHS SA Facility”). In May 2023, IHS SA drew down ZAR 70.0 million (approximately $3.7 million) under the facility. As of September 30, 2023, ZAR 3,470 million (approximately $183.4 million) had been drawn down under this facility.

ii.Letters of credit

As of September 30, 2023, IHS (Nigeria) has utilized $101.6 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 12.00% to 15.55%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, INT Towers Limited has utilized $238.0 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 12.00% to 15.75%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, IHS Towers NG Limited has utilized $0.1 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and incur interest at a rate of 15.49%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

As of September 30, 2023, Global Independent Connect Limited has utilized $2.8 million through funding under agreed letters of credit. These letters mature on December 31, 2023 and their interest rates range from 13.25% to 15.49%. These letters of credit are utilized to fund capital and operational expenditure with suppliers.

XML

Lease liabilities

9 Months Ended

Sep. 30, 2023

Lease liabilities.

Lease liabilities

20.Lease liabilities

	September 30,	December 31,
	2023	2022*
	$’000	$’000
Current	86,898	87,240
Non‑current	507,008	518,318
Total lease liabilities	593,906	605,558

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 nine-month period ended September 30, 2023, payments to the value of $100.3 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.

At September 30, 2023, and December 31, 2022, 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
September 30, 2023
Lease liabilities	593,906	1,113,491	100,029	184,187	171,800	657,475
December 31, 2022*
Lease liabilities	605,558	1,108,532	92,417	179,930	168,231	667,954

Lease obligations 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 September 30, 2023 is 12.33 years.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Provisions for other liabilities and charges

9 Months Ended

Sep. 30, 2023

Provisions for other liabilities and charges

Provisions for other liabilities and charges

21.Provisions for other liabilities and charges

Decommissioning and site restoration provision

	September 30,	December 31,
	2023	2022
	$’000	$’000
At January 1	85,016	71,941
Additions through business combinations (note 27)	—	34,419
Increase/(decrease) in provisions	625	(24,898)
Payments for tower and tower equipment decommissioning	(327)	(343)
Unwinding of discount	6,941	7,084
Effects of movement in exchange rates	(7,135)	(3,187)
At end of period/year	85,120	85,016
Analysis of total decommissioning and site restoration provisions:
Non‑current	84,811	84,533
Current	309	483
	85,120	85,016

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 risk-free rates of individual operations within the Group, adjusted for risks specific to the cash flows being discounted. The amount provided for each site has been discounted based on the respective lease terms attached to each site.

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Stated capital

9 Months Ended

Sep. 30, 2023

Stated capital

Stated capital

22.Stated capital

	Ordinary Shares
			Share capital		Share premium
	Number of		net of		net of
	shares	Share capital	issue costs	Share Premium	issue costs
	000’s	$’000	$’000	$’000	$’000
At December 31, 2022	331,920	100,141	99,576	5,241,836	5,212,377
Shares issued on exercise of options	2,221	666	666	88,766	88,766
Shares repurchased and cancelled through buyback program	(948)	(284)	(284)	(9,738)	(9,738)
At September 30, 2023	333,193	100,523	99,958	5,320,864	5,291,405

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Other reserves

9 Months Ended

Sep. 30, 2023

Other reserves.

Other reserves

23.Other reserves

	Fair value
	through
	other		Share‑	Loss on	Foreign
	comprehensive		based	transaction	exchange
	income	Restructuring	payment	between	translation
	reserve	reserve	reserve	owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2022	(3)	4,019	176,698	(840,359)	(183,266)	(842,911)
Other comprehensive income*	—	—	—	—	59,521	59,521
Options converted to shares	—	—	(88,469)	—	—	(88,469)
Recognition of share‑based payment expense	—	—	13,423	—	—	13,423
Other reclassifications related to share-based payment	—	—	(2,835)	—	—	(2,835)
At December 31, 2022	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
At January 1, 2023	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
Other comprehensive income	7	—	—	—	621,355	621,362
Options converted to shares	—	—	(89,432)	—	—	(89,432)
Recognition of share‑based payment expense	—	—	9,327	—	—	9,327
Other reclassifications related to share based payment	—	—	(1,426)	—	—	(1,426)
At September 30, 2023	4	4,019	17,286	(840,359)	497,610	(321,440)

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Non-controlling interest

9 Months Ended

Sep. 30, 2023

Non-controlling interest

Non-controlling interest

24.Non-controlling interest

	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Balance at January 1	227,200	223,188
NCI arising on business combination*	1,922	831
Loss for the period	(8,334)	(9,162)
Other comprehensive income	8,393	5,969
Balance at September 30	229,181	220,826

*Includes non-controlling interest arising on subsequent asset acquisitions on business combination transactions.

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.

Summarized balance sheet	I-Systems Soluções de Infraestrutura S.A.
	September 30,	December 31,
	2023	2022
	$’000	$’000
Current assets	92,805	102,445
Current liabilities	(45,907)	(38,834)
Current net assets	46,898	63,611
Non-current assets	503,575	462,122
Non-current liabilities	(116,275)	(92,453)
Non-current net assets	387,300	369,669
Net assets	434,198	433,280
Accumulated non-controlling interest at the end of the period	212,757	212,307
Summarized statement of comprehensive income for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Revenue	52,677	41,502
Loss for the period	(14,941)	(15,373)
Other comprehensive income	15,858	15,466
Total comprehensive income	917	93
Loss allocated to non-controlling interest during the period	(7,321)	(7,533)
Summarized statement of cash flows for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Cash flows generated from operating activities	44,425	50,769
Cash flows used in investing activities	(77,685)	(62,921)
Cash flows generated from/(used in) financing activities	30,803	(70)
Net decrease in cash and cash equivalents	(2,457)	(12,222)

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Share-based payment obligation

9 Months Ended

Sep. 30, 2023

Share-based payment obligation

Share-based payment obligation

25.Share-based payment obligation

The total charge to the profit and loss for the nine months ended September 30, 2023 was $9.6 million (nine months ended September 30, 2022: $9.8 million), while the charge for the three months ended September 30, 2023 was $2.7 million (three months ended September 30, 2022: $4.1 million). In May 2023, a total of 2,132,134 options were awarded as part of the existing Omnibus employee share-based payment plan since December 31, 2022.

September 2023 Valuation assumptions – Omnibus employee share-based payment scheme

The Omnibus options issued were valued at $49.9 million at issue using a share price assumption of $5.27 - $11.55 depending on the grant date. The fair value of the RSUs and PSUs with non-market conditions determined using share price at grant date amounted to $22.7 million and $19.0 million respectively while the fair value of the PSUs with market conditions determined using the Monte Carlo model amounted to $8.2 million. At September 30, 2023 a forfeiture rate of 7% was assumed resulting in an expected charge over the remaining term of the options of $19.6 million. No dividend was taken into account in performing the valuation since IHS Holding Limited has never paid dividends and no dividends are planned to be paid in the near future.

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Cash from operations

9 Months Ended

Sep. 30, 2023

Cash from operations

Cash from operations

26.Cash from operations

	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022*	September 30, 2023	September 30, 2022*
	$’000	$’000	$’000	$’000
Reconciliation:
Loss before taxation	(248,692)	(93,952)	(1,416,741)	(224,048)
Adjustments:
Depreciation of property, plant and equipment (note 6 and 7)	92,594	105,195	302,285	305,558
Amortization of intangible assets (note 6 and 7)	12,337	12,279	38,096	34,615
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent (note 6)	103,429	3,099	108,510	1,768
Loss allowance/(reversal of loss allowance) on trade receivables (note 8)	711	(1,597)	5,225	(3,397)
Impairment of withholding tax receivables (note 7)	10,508	11,422	35,112	39,141
Amortization of prepaid site rent	2,789	2,796	7,918	6,957
Net (gain)/loss on disposal of plant, property and equipment (note 7)	(386)	(134)	(952)	13,650
Insurance income (note 9)	(32)	(70)	(310)	(1,686)
Finance costs (note 11)	261,993	234,223	1,804,222	574,081
Finance income (note 10)	(5,823)	(6,412)	(18,233)	(11,035)
Impairment of inventory	—	—	—	138
Share‑based payment expense (note 7)	2,654	4,127	9,571	9,752
Operating profit before working capital changes	232,082	270,976	874,703	745,494
Changes in working capital
Increase in inventory	(29,221)	(10,373)	(4,683)	(30,094)
(Increase)/decrease in trade and other receivables	(61,968)	12,702	(199,210)	(169,833)
Increase in trade and other payables	93,544	20,885	79,618	132,032
Net movement in working capital	2,355	23,214	(124,275)	(67,895)
Cash from operations	234,437	294,190	750,428	677,599

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Business Combinations

9 Months Ended

Sep. 30, 2023

Business Combinations

Business Combinations

27.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. All acquisitions completed in 2022 met the definition of a business as defined, and were accounted for as business combinations with the exception of the additional stages of the Kuwait Acquisition completed in 2022 and 2023 which are accounted for as assets acquisitions. The Group completed an additional stage of the Kuwait Acquisition during the nine-month period ended September 30, 2023.

MTN telecom towers in South Africa

IHS Holding Limited, through its subsidiary IHS Towers South Africa Proprietary Limited, completed the acquisition of a portfolio of towers, comprising 5,691 towers, in South Africa from MTN South Africa on May 31, 2022, which includes an agreement to provide Managed Services, including to approximately 7,100 additional MTN South Africa sites. IHS will own 70% of the South African towers business with the remaining 30% to be owned by a B-BBEE consortium. At the date of issue of these financial statements, IHS owns 100% of the business as the transfer of the non-controlling interest has not been finalized and hence no non-controlling interest has been recognized.

The goodwill of $64.4 million includes goodwill attributable to a new market penetration for the Group. None of the goodwill recognized is currently expected to be deductible for income tax purposes.

The acquisition accounting was completed in May 2023. As IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition, this requires re-presentation of previously reported financial results. The following table summarizes the consideration paid and the assets acquired at the acquisition date, and the amounts of revenue and loss of the acquiree since the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

	As reported		As re-presented
	2022	Adjustments	2022
	$’000	$’000	$’000
Gross consideration	421,239	—	421,239
Net cash consideration	421,239	—	421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	251,683	—	251,683
Customer related intangible asset	127,957	(6,492)	121,465
Network related intangible asset	67,837	1,904	69,741
Right of use asset	211,315	621	211,936
Lease liabilities	(211,315)	(621)	(211,936)
Deferred tax	(52,864)	1,239	(51,625)
Provisions for other liabilities and charges	(34,419)	—	(34,419)
Total identifiable net assets acquired	360,194	(3,349)	356,845
Goodwill	61,045	3,349	64,394
Revenue — post‑acquisition			40,927
Loss — post‑acquisition			(17,724)

São Paulo Cinco Locação de Torres Ltda.

IHS Holding Limited acquired 100% of the share capital of São Paulo Cinco Locação de Torres Ltda. (“GTS SP5”) on March 17, 2022. The acquisition is consistent with the Group’s strategy to expand in the Latin American region.

The goodwill of $54.6 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 including right of use assets relating to leases which were fully pre-paid prior to acquisition, and the amounts of revenue and profit of the acquiree from the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

	2022
	$’000
Gross consideration	317,188
Less: cash in business at the date of acquisition	(1,896)
Net cash consideration	315,292
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	13,395
Land	885
Customer related intangible asset	48,353
Network related intangible asset	2,520
Right of use asset	266,666
Trade and other receivables	23,575
Lease liabilities	(4,282)
Trade and other payables	(4,222)
Deferred tax	(86,239)
Total identifiable net assets acquired	260,651
Goodwill	54,641
Revenue — post‑acquisition	23,287
Profit — post‑acquisition*	6,340

*Includes profit up until an internal merger of the entity.

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 2021, October 2021, September 2022 and August 2023 IHS GCC KW completed the third, fourth, fifth and sixth stages of the acquisition of 1,620 towers from Zain Kuwait comprising 67, 126, 43 and 101 towers respectively.

The remaining 121 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% 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 following table summarizes the consideration paid and the fair value of assets and liabilities acquired at the acquisition date of the 43 and 101 towers acquired in 2022 and 2023 respectively, and the amounts of revenue and profit/(loss) of the acquiree since the acquisition date included in the condensed consolidated statement of loss and other comprehensive income/(loss).

	2023	2022
	$’000	$’000
Gross consideration	6,408	2,729
Less: consideration received in exchange for a retained 30% interest (by Zain) in IHS GCC KW	(1,922)	(819)
Net cash consideration for 70% controlling interest	4,486	1,910
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	5,576	1,032
Customer-related assets	2,224	1,947
Network-related assets	766	671
Trade and other payables	(2,158)	(921)
Total identifiable net assets acquired (at 100%)	6,408	2,729
Goodwill	—	—
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	6,408	2,729
	6,408	2,729
Non-controlling interest portion of above at 30%	1,922	819
Revenue — post‑acquisition	n.a.	n.a.
Profit/(loss) — post‑acquisition	n.a.	n.a.

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Capital commitments and contingent liabilities

9 Months Ended

Sep. 30, 2023

Capital commitments and contingent liabilities.

Capital commitments and contingent liabilities

28.Capital commitments and contingent liabilities

28.1Capital commitments

The Group was committed to the purchase of property, plant and equipment of approximately $232.1 million at September 30, 2023 (December 31, 2022: $337.0 million).

28.2Contingent 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 make a determination on a case-by-case basis whether a loss from each of these matters is probable, possible or remote.

The Group’s contingent liabilities in respect of litigations and claims amounted to $13.1 million at the end of the reporting period (December 31, 2022: $3.8 million).

Based on legal advice received, claims against the Group are not considered probable, thus no provisions have been made in these financial statements.

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Events after the reporting period

9 Months Ended

Sep. 30, 2023

Events after the reporting period

Events after the reporting period

29.Events after the reporting period

(a) IHS Holding Bullet Term Loan Facility

In October 2023, the available commitments under the IHS Holding 2022 Term Loan were voluntarily reduced by $100.0 million and the availability period on the remaining balance of $130.0 million in available commitments was extended to April 2024 from October 2023.

(b) IHS Holding RCF extension

In November 2023, the IHS Holding RCF termination date was further extended to October 30, 2026.

(c) IHS South Africa Overdraft

IHS Towers South Africa Proprietary Limited entered into a ZAR 350.0 million (approximately $18.5 million) overdraft facility agreement in October 2023 (the “IHS SA Overdraft”). The IHS SA Overdraft is governed by South African law and funds borrowed under the facility will be applied towards general corporate purposes. The IHS SA Overdraft will terminate in October 2024. As of November 13, 2023, ZAR 117.9 million (approximately $6.2 million) has been drawn down under this facility.

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Significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2023

Significant accounting policies

Basis of preparation

2.1Basis of preparation

The financial statements for the three and nine months ended September 30, 2023, have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (IAS 34), as issued by the International Accounting Standards Board (IASB).

The financial statements do not amount to full financial statements and do not include all of the information and disclosures required for full annual financial statements. It should be read in conjunction with the consolidated annual financial statements of the Group for the year ended December 31, 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB, as noted within note 2.1 of the consolidated annual financial statements.

In management’s opinion, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, cash flows for the three and nine months ended September 30, 2023, and 2022, and statement of changes in equity for the nine months ended September 30, 2023 and 2022. Certain amounts in the prior periods have been reclassified to conform to the current year presentation. The condensed consolidated statement of financial position as at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

Approval

2.2Approval

These condensed consolidated interim financial statements were authorized and approved for issue on November 13, 2023.

Income tax

2.3Income tax

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

Changes in accounting policies and disclosures

2.4Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except the new standards, amendments and interpretations adopted by the Group during the period.

New standards, amendments and interpretations adopted by the Group

The Group has applied the following standards and amendments for the first time for its interim reporting period commencing January 1, 2023:

● IFRS 17 Insurance Contracts

● Definition of Accounting Estimates - Amendments to IAS 8

● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2

● Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

● International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The amendments to standards listed above did not have any material impact on the Group’s interim financial statements. However, the Group is in the process of analyzing the impact of the amendments to IAS 12 which are expected to impact the gross values of deferred tax assets and deferred tax liabilities disclosed in the notes to the annual financial statements at year end. Other than this, we do not expect this amendment to have any material impact on the net assets of the Group.

​
The Organisation for Economic Co-operation and Development (OECD) has published Pillar Two Global Anti-Base Erosion Rules (GloBE) relating to global minimum taxation. These will apply to the Group from the year ended December 31, 2024 because the UK has enacted the relevant legislation, which will apply to UK tax resident companies, such as IHS Holding Limited, and its subsidiaries. The GLoBE rules will apply a minimum 15% income tax rate applicable in each jurisdiction in which the Group operates. The International Accounting Standards Board has amended IAS 12 ‘Income Taxes’ to include a mandatory exemption from recognizing deferred tax and liabilities relating to Pillar Two income taxes. The quantitative impact on the Group is still under investigation.

There are no new standards, amendments and interpretations not yet adopted by the Group.

Segment reporting

2.5Segment reporting

Operating segments are components of IHS’ business activities about which separate financial statements are 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 currently consists of the Chief Executive Officer (“CEO”), the Chief Operating Officer (“COO”), the Chief Financial Officer (“CFO”), the General Counsel, the IHS Nigeria CEO, the Chief Human Resource Officer and the Executive Vice President of Communications.

Where operating segments share similar characteristics, they have been aggregated into reportable segments, of which the Group has identified four: Nigeria, Sub-Saharan Africa (“SSA”), Middle East and North Africa (“MENA”) and Latin America (“Latam”).

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Capital risk management (Tables)

9 Months Ended

Sep. 30, 2023

Capital risk management

Schedule of financial instruments measured at fair value

September 30, 2023	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	1,099	1,099
Embedded options within listed bonds (note 16)	—	790	790
Foreign exchange swaps (note 16)	—	(51,887)	(51,887)
	10	(49,998)	(49,988)

December 31, 2022	Level 1	Level 2	Total
	$’000	$’000	$’000
Fair value through other comprehensive income financial assets	10	—	10
Interest rate caps (note 16)	—	821	821
Embedded options within listed bonds (note 16)	—	5,300	5,300
Foreign exchange swaps (note 16)	—	(1,393)	(1,393)
	10	4,728	4,738

Schedule of fair value estimation

	At September 30, 2023		At December 31, 2022
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
	$’000	$’000	$’000	$’000
Financial liabilities
Bank and bond borrowings (note 19)	3,542,155	3,165,109	3,344,402	3,116,193
	3,542,155	3,165,109	3,344,402	3,116,193

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Segment reporting (Tables)

9 Months Ended

Sep. 30, 2023

Segment reporting

Schedule of summarized financial information

Summarized financial information for the nine months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	1,060,964	379,034	145,876	29,881	—	1,615,755
Segment Adjusted EBITDA	668,330	194,701	104,665	14,205	(110,694)	871,207
Depreciation and amortization (note 6 and 7)						(340,381)
Net gain on disposal of property, plant and equipment (note 7)						952
Insurance claims (note 9)						310
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(108,510)
Impairment of withholding tax receivables (note 7)						(35,112)
Business combination transaction costs (note 7)						(1,647)
Other costs (a)						(8,059)
Share‑based payment expense (note 7)						(9,571)
Finance income (note 10)						18,233
Finance costs (note 11)						(1,804,222)
Other income (note 9)						59
Loss before income tax						(1,416,741)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	253,146	81,158	172,867	15,039
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the nine months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $4.5 million, one-off consulting services of $1.7 million and one-off professional fees related to financing of $0.2 million.

Summarized financial information for the nine months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	997,132	295,331	116,117	26,552	—	1,435,132
Segment Adjusted EBITDA*	596,756	163,511	83,010	11,616	(96,416)	758,477
Depreciation and amortization (note 6 and 7)						(340,173)
Net loss on disposal of property, plant and equipment (note 7)						(13,650)
Insurance claims (note 9)						1,686
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(1,768)
Impairment of withholding tax receivables (note 7)						(39,141)
Business combination transaction costs (note 7)						(17,928)
Other costs (a)						(1,274)
Share‑based payment expense (note 7)						(9,752)
Finance income (note 10)						11,035
Finance costs (note 11)						(574,081)
Other income (note 9)						2,521
Loss before income tax						(224,048)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	719,219	386,460	3,650
- in the normal course of business	226,858	83,876	93,822	18,569
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the nine months ended September 30, 2022 included professional costs related to Sarbanes-Oxley (SOX) implementation costs of $1.0 million along with professional fees and system implementation costs.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

Summarized financial information for the three months ended September 30, 2023 is as follows:

2023	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	271,394	133,481	51,883	10,265	—	467,023
Segment Adjusted EBITDA	158,003	66,285	38,163	5,155	(35,653)	231,953
Depreciation and amortization (note 6 and 7)						(104,931)
Net loss on disposal of property, plant and equipment (note 7)						386
Insurance claims (note 9)						32
Net impairment of property, plant and equipment and prepaid land rent (note 6)						(103,429)
Impairment of withholding tax receivables (note 7)						(10,508)
Business combination transaction costs (note 7)						(161)
Other costs (a)						(3,211)
Share‑based payment expense (note 7)						(2,654)
Finance income (note 10)						5,823
Finance costs (note 11)						(261,993)
Other income (note 9)						1
Loss before income tax						(248,692)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations	—	—	—	8,566
- in the normal course of business	51,631	28,005	82,060	6,227
Segment assets (at September 30, 2023)	1,640,741	1,401,864	2,137,361	185,536
Segment liabilities (at September 30, 2023)	951,848	819,213	728,975	113,263

(a) Other costs for the three months ended September 30, 2023 included one-off consulting fees related to corporate structures and operating systems of $1.7 million and one-off consulting services of $0.7 million.

Summarized financial information for the three months ended September 30, 2022 is as follows:

2022	Nigeria	SSA	Latam	MENA	Other	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Revenues from external customers	355,351	114,801	42,104	9,061	—	521,317
Segment Adjusted EBITDA*	210,039	63,521	29,993	3,828	(32,953)	274,428
Depreciation and amortization (note 6 and 7)						(117,474)
Net loss on disposal of property, plant and equipment (note 7)						134
Insurance claims (note 9)						70
Net reversal of impairment of property, plant and equipment and prepaid land rent (note 6)						(3,099)
Impairment of withholding tax receivables (note 7)						(11,422)
Business combination transaction costs (note 7)						(3,685)
Other costs (a)						(966)
Share‑based payment expense (note 7)						(4,127)
Finance income (note 10)						6,412
Finance costs (note 11)						(234,223)
Loss before income tax						(93,952)
Additions of property, plant and equipment, right of use assets and intangible assets:
- through business combinations*	—	—	—	3,650
- in the normal course of business	98,669	31,705	42,696	6,223
Segment assets (at September 30, 2022)*	2,374,490	1,596,906	1,884,223	177,746
Segment liabilities (at September 30, 2022)*	968,530	897,690	498,806	108,558

(a) Other costs for the three months ended September 30, 2022 included professional costs related to SOX implementation costs of $0.4 million, professional fees related to financing costs of $0.2 million and system implementation costs of $0.4 million.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the TIM Fiber Acquisition in November 2021, the GTS SP5 Acquisition in March 2022 and the MTN SA Acquisition in May 2022.

Schedule of revenue from tier one customers

	Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
					$’000		$’000
Customer A	63	%	63	%	60	%	63	%
Customer B	14	%	14	%	16	%	17	%

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Cost of sales (Tables)

9 Months Ended

Sep. 30, 2023

Cost of sales [abstract]

Schedule of cost of sales

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Tower repairs and maintenance	20,364	25,134	77,762	68,391
Power generation	89,883	113,604	303,815	305,858
Short term rental	2,605	3,401	8,195	13,616
Vehicle maintenance and repairs	495	439	1,556	1,473
Site regulatory permits	9,365	8,593	30,562	26,634
Security services	9,650	12,375	33,756	31,713
Insurance	1,081	1,353	3,635	3,750
Staff costs	7,240	8,454	25,385	23,664
Travel costs	1,753	2,195	7,967	3,436
Professional fees	905	943	2,106	2,846
Depreciation (note 14)**	89,850	102,929	293,784	298,901
Amortization (note 15)	10,908	11,381	33,871	30,317
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099	108,510	1,768
Other	17,504	3,698	18,870	6,430
	365,032	297,598	949,774	818,797

Foreign exchange gains and losses on cost of sales are included in Other.

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

**Presented net of related indirect tax receivable in Brazil of $0.4 million in 2023. Refer to note 14.

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Administrative expenses (Tables)

9 Months Ended

Sep. 30, 2023

Administrative expenses.

Schedule of administrative expenses

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Facilities, short term rental and upkeep	8,822	8,953	30,010	25,844
Depreciation (note 14)	2,744	2,266	8,501	6,657
Amortization (note 15)	1,429	898	4,225	4,298
Travel costs	3,640	4,225	10,318	10,884
Staff costs	38,210	34,323	114,765	96,172
Key management compensation	4,674	5,491	12,914	13,814
Share‑based payment expense (note 25)	2,654	4,127	9,571	9,752
Professional fees	14,231	9,628	43,634	28,240
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables*	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Operating taxes	266	228	382	569
Other	6,882	6,415	21,750	17,992
	93,835	91,527	291,877	284,941

Foreign exchange gains and losses on administrative expenses are included in Other.

*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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Other income (Tables)

9 Months Ended

Sep. 30, 2023

Other income.

Schedule of other income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Insurance claims	32	70	310	1,686
Other income	1	—	59	2,521
	33	70	369	4,207

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Finance Income (Tables)

9 Months Ended

Sep. 30, 2023

Finance income.

Schedule of finance income

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Interest income—bank deposits	5,761	3,364	17,338	10,380
Net foreign exchange gain on derivative instruments—unrealized	—	1,263	—	—
Net foreign exchange gain on derivative instruments—realized	—	1,785	420	655
Fair value gain on interest rate caps	62	—	475	—
	5,823	6,412	18,233	11,035

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Finance Costs (Tables)

9 Months Ended

Sep. 30, 2023

Finance costs.

Schedule of finance costs

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Interest expenses—third party loans	95,500	70,149	270,491	180,463
Interest expense - withholding tax paid on bond interest	4,233	4,233	10,974	8,597
Unwinding of discount on decommissioning liability	2,360	2,556	6,941	5,223
Interest and finance charges paid/payable for lease liabilities	16,121	14,013	47,323	36,813
Net foreign exchange loss arising from financing—unrealized	118,485	81,964	1,268,855	43,302
Net foreign exchange loss arising from financing—realized	10,325	56,966	117,377	120,655
Net foreign exchange loss on derivative instruments—unrealized	3,247	—	65,356	2,111
Fair value loss on embedded options	5,260	620	4,510	162,950
Fees on loans and financial derivatives	6,462	3,722	12,395	13,967
	261,993	234,223	1,804,222	574,081

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Taxation (Tables)

9 Months Ended

Sep. 30, 2023

Income Tax Expense

Schedule of income tax expense

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
	$’000	$’000	$’000	$’000
Current taxes on income	28,567	31,897	91,484	83,905
Deferred income taxes	(11,908)	(89,201)	(2,366)	(107,850)
Total taxes	16,659	(57,304)	89,118	(23,945)

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Loss per share (Tables)

9 Months Ended

Sep. 30, 2023

Income per share

Schedule of basic and diluted net income/(loss) per common share

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022*	2023	2022*
Loss attributable to equity holders ($’000)	(265,351)	(36,648)	(1,505,859)	(200,103)
Less: allocation of loss to non‑controlling interest ($’000)	(1,974)	(5,946)	(8,334)	(9,162)
Loss attributable to IHS common shareholders ($’000)	(263,377)	(30,702)	(1,497,525)	(190,941)
Basic weighted average shares outstanding (‘000)	334,046	331,688	333,388	330,913
Potentially dilutive securities (‘000)	1,811	3,446	2,079	3,381
Potentially dilutive weighted average common shares outstanding (‘000)	335,857	335,134	335,467	334,294
Loss per share:
Basic loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)
Diluted loss per share ($)	(0.79)	(0.09)	(4.49)	(0.58)

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Property, plant and equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, plant and equipment.

Schedule of property, plant and equipment

							Total
							(excluding
	Towers		Land	Furniture		Capital	Right of
	and tower	Fiber	and	and office	Motor	work in	use	Right of
	equipment	assets	buildings	equipment	vehicles	progress	asset)	use assets
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At January 1, 2022	2,829,528	250,690	56,268	22,198	23,458	146,353	3,328,495	650,504
Additions during the year ***	(20,994)	70,905	1,489	7,453	6,961	350,512	416,326	100,832
Additions through business combinations (note 27) ****/*****	266,110	—	885	—	—	—	266,995	478,602
Reclassification	176,625	10,991	1,992	4,231	—	(193,839)	—	—
Transfer from advance payments	100,578	16,412	6,754	33	—	2,008	125,785	—
Disposals*	(239,350)	—	—	(459)	(1,286)	—	(241,095)	(17,755)
Effects of movement in exchange rates *****	(150,930)	15,184	(3,802)	(1,148)	(1,856)	(17,876)	(160,428)	(47,003)
At December 31, 2022*****	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
At January 1, 2023	2,961,567	364,182	63,586	32,308	27,277	287,158	3,736,078	1,165,180
Additions during the period ***	38,285	13,634	1,044	2,573	3,429	305,181	364,146	88,794
Additions through business combinations (note 27) ***	5,576	—	—	—	—	—	5,576	—
Reclassification	119,159	67,095	6,422	(2,883)	84	(189,877)	—	—
Transfer from advance payments	41,889	980	1,924	—	—	16,266	61,059	—
Disposals*	(4,950)	(35,571)	—	(1,176)	(1,625)	—	(43,322)	(25,511)
Effects of movement in exchange rates	(732,553)	(5,911)	(24,319)	(6,403)	(8,335)	(129,350)	(906,871)	(123,332)
Reclassified to assets held for sale	(102,135)	—	—	—	—	—	(102,135)	—
At September 30, 2023	2,326,838	404,409	48,657	24,419	20,830	289,378	3,114,531	1,105,131
Accumulated depreciation and impairment
At January 1, 2022	1,575,315	5,354	1,637	17,157	14,771	—	1,614,234	129,853
Charge for the year**	268,999	54,152	315	5,800	4,610	—	333,876	88,615
Impairment	34,702	201	—	—	—	—	34,903	3,151
Disposals*	(234,117)	—	—	(301)	(1,272)	—	(235,690)	(13,237)
Effects of movement in exchange rates *****	(83,573)	(675)	(119)	(1,219)	(1,100)	—	(86,686)	(8,221)
At December 31, 2022*****	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
At January 1, 2023	1,561,326	59,032	1,833	21,437	17,009	—	1,660,637	200,161
Charge for the period**	174,967	48,207	263	2,859	3,115	—	229,411	73,247
Net impairment	77,896	464	—	—	—	—	78,360	1,277
Disposals*	(4,034)	(34,506)	—	(1,168)	(1,520)	—	(41,228)	(14,315)
Effects of movement in exchange rates	(478,469)	1,871	(763)	(3,824)	(4,835)	—	(486,020)	(38,473)
Reclassified to assets held for sale	(80,996)	—	—	—	—	—	(80,996)	—
At September 30, 2023	1,250,690	75,068	1,333	19,304	13,769	—	1,360,164	221,897
Net book value
At December 31, 2022****	1,400,241	305,150	61,753	10,871	10,268	287,158	2,075,441	965,019
At September 30, 2023	1,076,148	329,341	47,324	5,115	7,061	289,378	1,754,367	883,234

*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 condensed consolidated statement of loss and other comprehensive income/(loss) due to the indirect taxes benefit of $0.4 million in IHS Brasil Cessão de Infraestruturas S.A. claimed through depreciation over the useful life of the asset.

***Includes net movements in assets relating to the decommissioning and site restoration provision.

****Includes subsequent asset acquisitions on business combination transactions.

*****re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Goodwill and other intangible assets (Tables)

9 Months Ended

Sep. 30, 2023

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, 2022	780,147	877,764	107,202	17,706	23,798	1,806,617
Additions during the year	—	—	—	14,772	6,413	21,185
Additions through business combinations (note 27)*/***	119,035	171,765	72,932	—	—	363,732
Disposals	—	—	—	(4)	(395)	(399)
Effects of movement in exchange rates ***	(13,543)	(18,163)	(4,844)	(1,886)	(572)	(39,008)
At December 31, 2022***	885,639	1,031,366	175,290	30,588	29,244	2,152,127
At January 1, 2023	885,639	1,031,366	175,290	30,588	29,244	2,152,127
Additions during the period	—	—	—	3,007	8,970	11,977
Additions through business combinations (note 27)	—	2,224	766	—	—	2,990
Disposals	—	—	—	(17)	(13,014)	(13,031)
Effects of movement in exchange rates	(119,909)	(115,330)	(15,640)	(1,096)	(4,066)	(256,041)
At September 30, 2023	765,730	918,260	160,416	32,482	21,134	1,898,022
Accumulated amortization and impairment
At January 1, 2022	251	131,568	21,885	6,877	20,411	180,992
Charge for the year	—	36,169	6,936	2,598	1,627	47,330
Disposals	—	—	—	(4)	(394)	(398)
Impairment charge for the year**	121,596	—	—	—	—	121,596
Effects of movement in exchange rates	404	(8,335)	(1,245)	(395)	(313)	(9,884)
At December 31, 2022	122,251	159,402	27,576	9,076	21,331	339,636
At January 1, 2023	122,251	159,402	27,576	9,076	21,331	339,636
Charge for the period	—	26,094	5,515	4,776	1,711	38,096
Disposals	—	—	—	(17)	(13,008)	(13,025)
Impairment charge for the year	—	28,873	—	—	—	28,873
Effects of movement in exchange rates	4,941	(37,430)	(6,464)	(129)	(3,835)	(42,917)
At September 30, 2023	127,192	176,939	26,627	13,706	6,199	350,663
Net book value
At December 31, 2022***	763,388	871,964	147,714	21,512	7,913	1,812,491
At September 30, 2023	638,538	741,321	133,789	18,776	14,935	1,547,359

Network-related intangible assets represent future income from leasing excess tower capacity to new Tenants. Customer-related intangible assets represent customer contracts and relationships.

*Includes subsequent asset acquisitions on business combination transactions.

**The carrying amount of the IHS Latam tower business group of CGUs was reduced to its recoverable amount through the recognition of an impairment loss against goodwill.

***re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

The impairment in the period ended September 30, 2023 of $28.9 million relates to a revaluation of the Customer-related assets in the SSA segment following the classification of power equipment assets as held for sale. Refer to note 14.

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Derivative financial instruments (Tables)

9 Months Ended

Sep. 30, 2023

Derivative financial instruments

Schedule of contractual notional amount for the derivative instruments

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	125,000	160,448
Embedded options within listed bonds	1,940,000	1,940,000
	2,065,000	2,100,448

Schedule of fair value of derivative instruments

	September 30,	December 31,
	2023	2022
	$’000	$’000
Derivative instruments
Foreign exchange swaps	(51,887)	(1,393)
Interest rate caps	1,099	821
Embedded options within listed bonds	790	5,300
	(49,998)	4,728

Schedule of changes in fair value of derivative instruments

	Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$’000	$’000	$’000	$’000
Derivative instruments
Foreign exchange swaps/non-deliverable forwards	(3,247)	1,263	(65,356)	(2,111)
Interest rate caps	62	—	475	—
Embedded options within listed bonds	(5,260)	(620)	(4,510)	(162,950)
	(8,445)	643	(69,391)	(165,061)

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Trade and other receivables (Tables)

9 Months Ended

Sep. 30, 2023

Trade and other receivables

Trade and other receivables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade receivables	196,881	236,390
Less: impairment provisions	(19,767)	(25,365)
Net trade receivables*	177,114	211,025
Other receivables**	386,305	387,019
Prepaid land rent	1,108	1,030
Other prepaid expenses	23,116	26,820
Advance payments	27,663	22,076
Withholding tax	1,133	1,201
VAT receivables	12,806	14,296
	629,245	663,467
Non‑current
Accrued income and lease incentive	62,989	35,321
Other tax receivables	7,021	5,945
Payment in advance for property, plant and equipment	77,781	83,118
Contingent consideration receivable	6,181	5,963
	153,972	130,347

*The fair value is equal to their carrying amount.

**Included in 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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Trade and other payables (Tables)

9 Months Ended

Sep. 30, 2023

Trade and other payables.

Schedule of trade and other payables

	September 30,	December 31,
	2023	2022
	$’000	$’000
Current
Trade payables	356,145	442,959
Deferred revenue	63,941	86,363
Withholding tax payable	6,801	5,820
Payroll and other related statutory liabilities	40,228	45,331
VAT payables	29,416	51,103
Other payables	73,230	37,573
	569,761	669,149
Non‑current
Other payables	5,493	1,459
	5,493	1,459

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Borrowings (Tables)

9 Months Ended

Sep. 30, 2023

Borrowings.

Schedule of external debt classification

	September 30,	December 31,
	2023	2022
	$’000	$’000
Non‑current
Senior Notes	1,928,762	1,920,783
Bank borrowings	1,155,452	985,505
External debt	3,084,214	2,906,288
Current
Senior Notes	22,692	27,060
Bank borrowings	92,721	213,576
Letters of credit	342,528	197,478
External debt	457,941	438,114
Total borrowings	3,542,155	3,344,402

Schedule of debt by debt instrument

							September 30,	December 31,
	Currency	Maturity date		Interest rate			2023	2022
							$’000	$’000
Senior notes
IHS Holding Limited	US Dollar		2026		5.63	%	505,623	497,861
IHS Holding Limited	US Dollar		2028		6.25	%	506,214	497,979
IHS Netherlands Holdco B.V.	US Dollar		2027		8.00	%	939,617	952,003
Bank borrowings
IHS Holding Term Loan	US Dollar		2025		3.75	% + CAS + 3M SOFR	370,433	368,630
IHS (Nigeria) Limited	Nigerian Naira		2023		12.50	-18.00%	—	57,448
INT Towers Ltd	Nigerian Naira		2024		2.50	% + 3M NIBOR	—	191,188
INT Towers Ltd	Nigerian Naira		2028		20.00	%	218,634	—
IHS Côte d'Ivoire Ltd	CFA Franc		2024		5.00	%	9,410	18,854
IHS Côte d'Ivoire Ltd	Euro		2024		3.00	% + 3M EURIBOR	6,993	14,217
IHS Zambia Ltd	US Dollar		2027		5.00	% + CAS + 3M SOFR	85,763	94,596
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2031		3.10	% + CDI	234,740	—
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2029		3.65	% + CDI	—	68,591
IHS Brasil - Cessão de Infraestruturas S.A.	Brazilian Real		2028		3.05	% + CDI	—	82,928
I-Systems Soluções de Infraestrutura S.A.	Brazilian Real		2030		2.45	- 2.50% + CDI	78,615	38,542
IHS Kuwait Limited	Kuwait Dinar		2029		2.00	% + 3M KIBOR	62,916	66,251
IHS Towers South Africa Proprietary Limited	South African Rand		2029		2.75	% + 3M JIBAR	180,669	197,836
Letters of credit
IHS (Nigeria) Limited	US Dollar		2023		12.00	- 15.55%	101,559	66,047
INT Towers Ltd	US Dollar		2023		12.00	- 15.75%	238,010	128,063
IHS Towers NG Limited	US Dollar		2023		15.49	%	136	987
Global Independent Connect Limited	US Dollar		2023		13.25	- 15.49%	2,823	1,330
Global Independent Connect Limited	Chinese Yuan		2023		12.05	%	—	1,051
							3,542,155	3,344,402

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Lease liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Lease liabilities.

Schedule of current and non current lease liabilities

	September 30,	December 31,
	2023	2022*
	$’000	$’000
Current	86,898	87,240
Non‑current	507,008	518,318
Total lease liabilities	593,906	605,558

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
September 30, 2023
Lease liabilities	593,906	1,113,491	100,029	184,187	171,800	657,475
December 31, 2022*
Lease liabilities	605,558	1,108,532	92,417	179,930	168,231	667,954

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Provisions for other liabilities and charges (Tables)

9 Months Ended

Sep. 30, 2023

Provisions for other liabilities and charges

Schedule of decommissioning and site restoration provision

	September 30,	December 31,
	2023	2022
	$’000	$’000
At January 1	85,016	71,941
Additions through business combinations (note 27)	—	34,419
Increase/(decrease) in provisions	625	(24,898)
Payments for tower and tower equipment decommissioning	(327)	(343)
Unwinding of discount	6,941	7,084
Effects of movement in exchange rates	(7,135)	(3,187)
At end of period/year	85,120	85,016
Analysis of total decommissioning and site restoration provisions:
Non‑current	84,811	84,533
Current	309	483
	85,120	85,016

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Stated capital (Tables)

9 Months Ended

Sep. 30, 2023

Stated capital

Schedule of stated capital

	Ordinary Shares
			Share capital		Share premium
	Number of		net of		net of
	shares	Share capital	issue costs	Share Premium	issue costs
	000’s	$’000	$’000	$’000	$’000
At December 31, 2022	331,920	100,141	99,576	5,241,836	5,212,377
Shares issued on exercise of options	2,221	666	666	88,766	88,766
Shares repurchased and cancelled through buyback program	(948)	(284)	(284)	(9,738)	(9,738)
At September 30, 2023	333,193	100,523	99,958	5,320,864	5,291,405

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Other reserves (Tables)

9 Months Ended

Sep. 30, 2023

Other reserves.

Schedule of other reserves

	Fair value
	through
	other		Share‑	Loss on	Foreign
	comprehensive		based	transaction	exchange
	income	Restructuring	payment	between	translation
	reserve	reserve	reserve	owners	reserve	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2022	(3)	4,019	176,698	(840,359)	(183,266)	(842,911)
Other comprehensive income*	—	—	—	—	59,521	59,521
Options converted to shares	—	—	(88,469)	—	—	(88,469)
Recognition of share‑based payment expense	—	—	13,423	—	—	13,423
Other reclassifications related to share-based payment	—	—	(2,835)	—	—	(2,835)
At December 31, 2022	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
At January 1, 2023	(3)	4,019	98,817	(840,359)	(123,745)	(861,271)
Other comprehensive income	7	—	—	—	621,355	621,362
Options converted to shares	—	—	(89,432)	—	—	(89,432)
Recognition of share‑based payment expense	—	—	9,327	—	—	9,327
Other reclassifications related to share based payment	—	—	(1,426)	—	—	(1,426)
At September 30, 2023	4	4,019	17,286	(840,359)	497,610	(321,440)

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Non-controlling interest (Tables)

9 Months Ended

Sep. 30, 2023

Non-controlling interest.

Schedule of non controlling interests

	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Balance at January 1	227,200	223,188
NCI arising on business combination*	1,922	831
Loss for the period	(8,334)	(9,162)
Other comprehensive income	8,393	5,969
Balance at September 30	229,181	220,826

*Includes non-controlling interest arising on subsequent asset acquisitions on business combination transactions.

Schedule of summarized financial information of subsidiary

Summarized balance sheet	I-Systems Soluções de Infraestrutura S.A.
	September 30,	December 31,
	2023	2022
	$’000	$’000
Current assets	92,805	102,445
Current liabilities	(45,907)	(38,834)
Current net assets	46,898	63,611
Non-current assets	503,575	462,122
Non-current liabilities	(116,275)	(92,453)
Non-current net assets	387,300	369,669
Net assets	434,198	433,280
Accumulated non-controlling interest at the end of the period	212,757	212,307
Summarized statement of comprehensive income for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Revenue	52,677	41,502
Loss for the period	(14,941)	(15,373)
Other comprehensive income	15,858	15,466
Total comprehensive income	917	93
Loss allocated to non-controlling interest during the period	(7,321)	(7,533)
Summarized statement of cash flows for the reporting period	I-Systems Soluções de Infraestrutura S.A.
	Nine months ended
	September 30,	September 30,
	2023	2022
	$’000	$’000
Cash flows generated from operating activities	44,425	50,769
Cash flows used in investing activities	(77,685)	(62,921)
Cash flows generated from/(used in) financing activities	30,803	(70)
Net decrease in cash and cash equivalents	(2,457)	(12,222)

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Cash from operations (Tables)

9 Months Ended

Sep. 30, 2023

Cash from operations

Schedule of cash flow from operations

	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022*	September 30, 2023	September 30, 2022*
	$’000	$’000	$’000	$’000
Reconciliation:
Loss before taxation	(248,692)	(93,952)	(1,416,741)	(224,048)
Adjustments:
Depreciation of property, plant and equipment (note 6 and 7)	92,594	105,195	302,285	305,558
Amortization of intangible assets (note 6 and 7)	12,337	12,279	38,096	34,615
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent (note 6)	103,429	3,099	108,510	1,768
Loss allowance/(reversal of loss allowance) on trade receivables (note 8)	711	(1,597)	5,225	(3,397)
Impairment of withholding tax receivables (note 7)	10,508	11,422	35,112	39,141
Amortization of prepaid site rent	2,789	2,796	7,918	6,957
Net (gain)/loss on disposal of plant, property and equipment (note 7)	(386)	(134)	(952)	13,650
Insurance income (note 9)	(32)	(70)	(310)	(1,686)
Finance costs (note 11)	261,993	234,223	1,804,222	574,081
Finance income (note 10)	(5,823)	(6,412)	(18,233)	(11,035)
Impairment of inventory	—	—	—	138
Share‑based payment expense (note 7)	2,654	4,127	9,571	9,752
Operating profit before working capital changes	232,082	270,976	874,703	745,494
Changes in working capital
Increase in inventory	(29,221)	(10,373)	(4,683)	(30,094)
(Increase)/decrease in trade and other receivables	(61,968)	12,702	(199,210)	(169,833)
Increase in trade and other payables	93,544	20,885	79,618	132,032
Net movement in working capital	2,355	23,214	(124,275)	(67,895)
Cash from operations	234,437	294,190	750,428	677,599

*re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Business Combinations (Tables)

9 Months Ended

Sep. 30, 2023

IHS Kuwait acquisition of towers in Kuwait

Business Combinations

Disclosure of detailed information about asset acquisitions

	2023	2022
	$’000	$’000
Gross consideration	6,408	2,729
Less: consideration received in exchange for a retained 30% interest (by Zain) in IHS GCC KW	(1,922)	(819)
Net cash consideration for 70% controlling interest	4,486	1,910
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	5,576	1,032
Customer-related assets	2,224	1,947
Network-related assets	766	671
Trade and other payables	(2,158)	(921)
Total identifiable net assets acquired (at 100%)	6,408	2,729
Goodwill	—	—
Determination of non-controlling interest
Total identifiable net assets acquired (at 100%)	6,408	2,729
	6,408	2,729
Non-controlling interest portion of above at 30%	1,922	819
Revenue — post‑acquisition	n.a.	n.a.
Profit/(loss) — post‑acquisition	n.a.	n.a.

MTN telecom towers in South Africa

Business Combinations

Schedule of fair value adjustments in accordance with IFRS 3

	As reported		As re-presented
	2022	Adjustments	2022
	$’000	$’000	$’000
Gross consideration	421,239	—	421,239
Net cash consideration	421,239	—	421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	251,683	—	251,683
Customer related intangible asset	127,957	(6,492)	121,465
Network related intangible asset	67,837	1,904	69,741
Right of use asset	211,315	621	211,936
Lease liabilities	(211,315)	(621)	(211,936)
Deferred tax	(52,864)	1,239	(51,625)
Provisions for other liabilities and charges	(34,419)	—	(34,419)
Total identifiable net assets acquired	360,194	(3,349)	356,845
Goodwill	61,045	3,349	64,394
Revenue — post‑acquisition			40,927
Loss — post‑acquisition			(17,724)

Sao Paulo Cinco Locacao de Torres Ltda (SP5)

Business Combinations

Summary of consideration paid and the fair value of assets and liabilities acquired at the acquisition date

	2022
	$’000
Gross consideration	317,188
Less: cash in business at the date of acquisition	(1,896)
Net cash consideration	315,292
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment	13,395
Land	885
Customer related intangible asset	48,353
Network related intangible asset	2,520
Right of use asset	266,666
Trade and other receivables	23,575
Lease liabilities	(4,282)
Trade and other payables	(4,222)
Deferred tax	(86,239)
Total identifiable net assets acquired	260,651
Goodwill	54,641
Revenue — post‑acquisition	23,287
Profit — post‑acquisition*	6,340

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Significant accounting policies (Details)	9 Months Ended
	Sep. 30, 2023 segment
Significant accounting policies
Number of reportable segments	4

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Critical accounting estimates and assumptions (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022		Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Critical accounting estimates and assumptions
Cash and cash equivalents	$ 425,436	$ 433,048	$ 514,078	[1]	$ 530,468	$ 567,298	$ 916,488

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Capital risk management - Financial instruments that are measured at fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	$ (49,988)	$ 4,738
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	10	10
Interest rate caps
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	1,099	821
Embedded options within listed bonds
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	790	5,300
Foreign exchange swaps
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	(51,887)	(1,393)
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	10	10
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	10	10
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	(49,998)	4,728
Level 2 of fair value hierarchy [member] | Interest rate caps
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	1,099	821
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	790	5,300
Level 2 of fair value hierarchy [member] | Foreign exchange swaps
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial instruments at fair value	$ (51,887)	$ (1,393)

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Capital risk management - Fair value estimation (Details) - Not measured at fair value in statement of financial position but for which fair value is disclosed [member] - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	$ 3,542,155	$ 3,344,402
Fair value	3,165,109	3,116,193
Bank and bond borrowings
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial liabilities, Carrying value	3,542,155	3,344,402
Fair value	$ 3,165,109	$ 3,116,193

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Segment reporting - Summarized financial information (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)		Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)		Dec. 31, 2022 USD ($)	[2]
Geographical information
Number of operating segments | segment				4
Number of reportable segments | segment				4
Revenues from external customers	$ 467,023	$ 521,317	[1]	$ 1,615,755	$ 1,435,132	[1]
Segment Adjusted EBITDA	231,953	274,428		871,207	758,477
Depreciation and amortization	(104,931)	(117,474)		(340,381)	(340,173)
Net gain/(loss) on disposal of property, plant and equipment	386	134		952	(13,650)
Insurance claims	32	70		310	1,686
Net (impairment)/reversal of impairment of property, plant and equipment and prepaid land rent	(103,429)	(3,099)		(108,510)	(1,768)
Impairment of withholding tax receivables	(10,508)	(11,422)		(35,112)	(39,141)
Business combination transaction costs	(161)	(3,685)		(1,647)	(17,928)
Other costs	(3,211)	(966)		(8,059)	(1,274)
Share-based payment expense	(2,654)	(4,127)		(9,571)	(9,752)
Finance income	5,823	6,412	[1]	18,233	11,035	[1]
Finance costs	(261,993)	(234,223)	[1]	(1,804,222)	(574,081)	[1]
Other income	1			59	2,521
Loss before income tax	(248,692)	(93,952)	[1]	(1,416,741)	(224,048)	[1]
Segment assets	5,540,280			5,540,280			$ 6,320,733
Segment liabilities	5,055,486			5,055,486			$ 4,960,503
SOX implementation costs		400			1,000
Consulting fees relating to corporate structures and operating systems	1,700			4,500
Non-recurring consulting fees	700			1,700
Professional costs related to financing		200		200
System implementation costs		400
Elimination of intersegment amounts
Geographical information
Revenues from external customers				0
Nigeria
Geographical information
Revenues from external customers	271,394	355,351		1,060,964	997,132
Segment Adjusted EBITDA	158,003	210,039		668,330	596,756
Additions of property, plant and equipment, right of use assets and intangible assets: - in the normal course of business	51,631	98,669		253,146	226,858
Segment assets	1,640,741	2,374,490		1,640,741	2,374,490
Segment liabilities	951,848	968,530		951,848	968,530
SSA
Geographical information
Revenues from external customers	133,481	114,801		379,034	295,331
Segment Adjusted EBITDA	66,285	63,521		194,701	163,511
Additions of property, plant and equipment , right of use assets and intangible assets: - through business combinations					719,219
Additions of property, plant and equipment, right of use assets and intangible assets: - in the normal course of business	28,005	31,705		81,158	83,876
Segment assets	1,401,864	1,596,906		1,401,864	1,596,906
Segment liabilities	819,213	897,690		819,213	897,690
Latam
Geographical information
Revenues from external customers	51,883	42,104		145,876	116,117
Segment Adjusted EBITDA	38,163	29,993		104,665	83,010
Additions of property, plant and equipment , right of use assets and intangible assets: - through business combinations					386,460
Additions of property, plant and equipment, right of use assets and intangible assets: - in the normal course of business	82,060	42,696		172,867	93,822
Segment assets	2,137,361	1,884,223		2,137,361	1,884,223
Segment liabilities	728,975	498,806		728,975	498,806
MENA
Geographical information
Revenues from external customers	10,265	9,061		29,881	26,552
Segment Adjusted EBITDA	5,155	3,828		14,205	11,616
Additions of property, plant and equipment , right of use assets and intangible assets: - through business combinations	8,566	3,650		8,566	3,650
Additions of property, plant and equipment, right of use assets and intangible assets: - in the normal course of business	6,227	6,223		15,039	18,569
Segment assets	185,536	177,746		185,536	177,746
Segment liabilities	113,263	108,558		113,263	108,558
Other
Geographical information
Segment Adjusted EBITDA	$ (35,653)	$ (32,953)		$ (110,694)	$ (96,416)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Segment reporting - Major customers (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Geographical information
Number of major customers			2	2
Customer A
Geographical information
Revenue percentage	63.00%	63.00%	60.00%	63.00%
Customer B
Geographical information
Revenue percentage	14.00%	14.00%	16.00%	17.00%

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Cost of sales (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Expense by nature
Indirect tax receivable			$ 400
Cost of sales
Expense by nature
Tower repairs and maintenance	$ 20,364	$ 25,134	77,762	$ 68,391
Power generation	89,883	113,604	303,815	305,858
Short term rental	2,605	3,401	8,195	13,616
Vehicle maintenance and repairs	495	439	1,556	1,473
Site regulatory permits	9,365	8,593	30,562	26,634
Security services	9,650	12,375	33,756	31,713
Insurance	1,081	1,353	3,635	3,750
Staff costs	7,240	8,454	25,385	23,664
Travel costs	1,753	2,195	7,967	3,436
Professional fees	905	943	2,106	2,846
Depreciation	89,850	102,929	293,784	298,901
Amortization	10,908	11,381	33,871	30,317
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099	108,510	1,768
Other	17,504	3,698	18,870	6,430
Total	$ 365,032	$ 297,598	$ 949,774	$ 818,797

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Administrative expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Expense by nature
Share-based payment expense	$ 2,654	$ 4,127	$ 9,571	$ 9,752
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Other	3,211	966	$ 8,059	1,274
Cash flow projection period for assessment of withholding tax asset recoverability			5 years
Administrative expense
Expense by nature
Facilities, short term rental and upkeep	8,822	8,953	$ 30,010	25,844
Depreciation	2,744	2,266	8,501	6,657
Amortization	1,429	898	4,225	4,298
Travel costs	3,640	4,225	10,318	10,884
Staff costs	38,210	34,323	114,765	96,172
Key management compensation	4,674	5,491	12,914	13,814
Share-based payment expense	2,654	4,127	9,571	9,752
Professional fees	14,231	9,628	43,634	28,240
Business combination transaction costs	161	3,685	1,647	17,928
Impairment of withholding tax receivables	10,508	11,422	35,112	39,141
Net (gain)/loss on disposal of property, plant and equipment	(386)	(134)	(952)	13,650
Operating taxes	266	228	382	569
Other	6,882	6,415	21,750	17,992
Total	$ 93,835	$ 91,527	$ 291,877	$ 284,941

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(Loss allowance)/reversal of loss allowance on trade receivables (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Reversal of loss Allowance/(loss allowance) on trade receivables
Impairment loss (reversal of impairment loss) on trade receivables, net	$ 711	$ (1,597)	[1]	$ 5,225	$ (3,397)	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Other income (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Other income.
Insurance claims	$ 32	$ 70		$ 310	$ 1,686
Other income	1			59	2,521
Total other income	$ 33	$ 70	[1]	$ 369	$ 4,207	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Finance Income (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Finance income.
Interest income - bank deposits	$ 5,761	$ 3,364		$ 17,338	$ 10,380
Net foreign exchange gain on derivative instruments - unrealized		1,263
Net foreign exchange gain on derivative instruments - realized		1,785		420	655
Fair value gain on embedded options and interest rate caps	62			475
Total Finance income	$ 5,823	$ 6,412	[1]	$ 18,233	$ 11,035	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Finance Costs (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Finance costs.
Interest expenses - third party loans	$ 95,500	$ 70,149		$ 270,491	$ 180,463
Interest expense - withholding tax paid on bond interest	4,233	4,233		10,974	8,597
Unwinding of discount on decommissioning liability	2,360	2,556		6,941	5,223
Interest and finance charges paid/payable for lease liabilities	16,121	14,013		47,323	36,813
Net foreign exchange loss arising from financing - unrealized	118,485	81,964		1,268,855	43,302
Net foreign exchange loss arising from financing - realized	10,325	56,966		117,377	120,655
Net foreign exchange loss on derivative instruments-unrealized	3,247			65,356	2,111
Fair value loss on embedded options	5,260	620		4,510	162,950
Fees on loans and financial derivatives	6,462	3,722		12,395	13,967
Finance costs	$ 261,993	$ 234,223	[1]	$ 1,804,222	$ 574,081	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Taxation (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022		Dec. 31, 2022	[2]
Income Tax Expense
Current taxes on income	$ 28,567	$ 31,897		$ 91,484	$ 83,905
Deferred income taxes	(11,908)	(89,201)		(2,366)	(107,850)
Total taxes	16,659	$ (57,304)	[1]	89,118	$ (23,945)	[1]
Deferred tax liabilities	$ 141,842			$ 141,842			$ 183,518

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Income per share
Loss for the period	$ (265,351)	$ (36,648)	[1]	$ (1,505,859)	$ (200,103)	[1]
Non-controlling interests	(1,974)	(5,946)	[1]	(8,334)	(9,162)	[1]
Loss attributable to IHS common shareholders	$ (263,377)	$ (30,702)		$ (1,497,525)	$ (190,941)
Basic weighted average shares outstanding	334,046	331,688		333,388	330,913
Potentially dilutive securities	1,811	3,446		2,079	3,381
Potentially dilutive weighted average common shares outstanding	335,857	335,134		335,467	334,294
Basic loss per share	$ (0.79)	$ (0.09)	[1]	$ (4.49)	$ (0.58)	[1]
Diluted loss per share	$ (0.79)	$ (0.09)	[1]	$ (4.49)	$ (0.58)	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Property, plant and equipment (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2023	Dec. 31, 2022
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	[1]	$ 2,075,441
Ending balance		1,754,367	$ 2,075,441	[1]
Total (excluding right-of-use assets)
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		2,075,441
Ending balance		1,754,367	2,075,441
Total (excluding right-of-use assets) | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		3,736,078	3,328,495
Additions during the period		364,146	416,326
Additions through business combinations		5,576	266,995
Transfer from advance payments		61,059	125,785
Disposals		(43,322)	(241,095)
Effects of movement in exchange rates		(906,871)	(160,428)
Reclassified to assets held for sale		(102,135)
Ending balance		3,114,531	3,736,078
Total (excluding right-of-use assets) | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(1,660,637)	(1,614,234)
Charge for the period		229,411	333,876
Net impairment/(reversal of impairment)		78,360	34,903
Disposals		41,228	235,690
Effects of movement in exchange rates		486,020	86,686
Reclassified to assets held for sale		80,996
Ending balance		(1,360,164)	(1,660,637)
Towers and tower equipment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		1,400,241
Ending balance		1,076,148	1,400,241
Towers and tower equipment | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		2,961,567	2,829,528
Additions during the period		38,285	(20,994)
Additions through business combinations		5,576	266,110
Reclassification		119,159	176,625
Transfer from advance payments		41,889	100,578
Disposals		(4,950)	(239,350)
Effects of movement in exchange rates		(732,553)	(150,930)
Reclassified to assets held for sale		(102,135)
Ending balance		2,326,838	2,961,567
Towers and tower equipment | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(1,561,326)	(1,575,315)
Charge for the period		174,967	268,999
Net impairment/(reversal of impairment)		77,896	34,702
Disposals		4,034	234,117
Effects of movement in exchange rates		478,469	83,573
Reclassified to assets held for sale		80,996
Ending balance		(1,250,690)	(1,561,326)
Fiber assets
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		305,150
Ending balance		329,341	305,150
Fiber assets | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		364,182	250,690
Additions during the period		13,634	70,905
Reclassification		67,095	10,991
Transfer from advance payments		980	16,412
Disposals		(35,571)
Effects of movement in exchange rates		(5,911)	15,184
Ending balance		404,409	364,182
Fiber assets | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(59,032)	(5,354)
Charge for the period		48,207	54,152
Net impairment/(reversal of impairment)		464	201
Disposals		34,506
Effects of movement in exchange rates		(1,871)	675
Ending balance		(75,068)	(59,032)
Land and buildings
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		61,753
Ending balance		47,324	61,753
Land and buildings | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		63,586	56,268
Additions during the period		1,044	1,489
Additions through business combinations			885
Reclassification		6,422	1,992
Transfer from advance payments		1,924	6,754
Effects of movement in exchange rates		(24,319)	(3,802)
Ending balance		48,657	63,586
Land and buildings | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(1,833)	(1,637)
Charge for the period		263	315
Effects of movement in exchange rates		763	119
Ending balance		(1,333)	(1,833)
Furniture and office equipment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		10,871
Ending balance		5,115	10,871
Furniture and office equipment | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		32,308	22,198
Additions during the period		2,573	7,453
Reclassification		(2,883)	4,231
Transfer from advance payments			33
Disposals		(1,176)	(459)
Effects of movement in exchange rates		(6,403)	(1,148)
Ending balance		24,419	32,308
Furniture and office equipment | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(21,437)	(17,157)
Charge for the period		2,859	5,800
Disposals		1,168	301
Effects of movement in exchange rates		3,824	1,219
Ending balance		(19,304)	(21,437)
Motor vehicles
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		10,268
Ending balance		7,061	10,268
Motor vehicles | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		27,277	23,458
Additions during the period		3,429	6,961
Reclassification		84
Disposals		(1,625)	(1,286)
Effects of movement in exchange rates		(8,335)	(1,856)
Ending balance		20,830	27,277
Motor vehicles | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(17,009)	(14,771)
Charge for the period		3,115	4,610
Disposals		1,520	1,272
Effects of movement in exchange rates		4,835	1,100
Ending balance		(13,769)	(17,009)
Capital work in progress
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		287,158
Ending balance		289,378	287,158
Capital work in progress | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		287,158	146,353
Additions during the period		305,181	350,512
Reclassification		(189,877)	(193,839)
Transfer from advance payments		16,266	2,008
Effects of movement in exchange rates		(129,350)	(17,876)
Ending balance		289,378	287,158
Right-of-use asset
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		965,019
Ending balance		883,234	965,019
Right-of-use asset | Cost
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		1,165,180	650,504
Additions during the period		88,794	100,832
Additions through business combinations			478,602
Disposals		(25,511)	(17,755)
Effects of movement in exchange rates		(123,332)	(47,003)
Ending balance		1,105,131	1,165,180
Right-of-use asset | Accumulated depreciation and impairment
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance		(200,161)	(129,853)
Charge for the period		73,247	88,615
Net impairment/(reversal of impairment)		1,277	3,151
Disposals		14,315	13,237
Effects of movement in exchange rates		38,473	8,221
Ending balance		$ (221,897)	$ (200,161)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Property, plant and equipment - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	[1]
Disclosure of detailed information about property, plant and equipment [line items]
Borrowing costs capitalized	$ 0
Right of use assets	883,234	$ 965,019
SSA | Assets held for sale
Disclosure of detailed information about property, plant and equipment [line items]
Impairment	66,300
IHS Brasil Cesso de Infraestruturas S.A.
Disclosure of detailed information about property, plant and equipment [line items]
Indirect taxes benefit	$ 400

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Goodwill and other intangible assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Goodwill and other intangible assets
Beginning balance	$ 1,812,491
Ending balance	1,547,359	$ 1,812,491
Cost
Goodwill and other intangible assets
Beginning balance	2,152,127	1,806,617
Additions during the year	11,977	21,185
Additions through business combinations	2,990	363,732
Disposals	(13,031)	(399)
Effects of movements in exchange rates	(256,041)	(39,008)
Ending balance	1,898,022	2,152,127
Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(339,636)	(180,992)
Charge for the year	38,096	47,330
Impairment charge for the year	28,873	121,596
Disposals	13,025	398
Effects of movements in exchange rates	42,917	9,884
Ending balance	(350,663)	(339,636)
Goodwill
Goodwill and other intangible assets
Beginning balance	763,388
Ending balance	638,538	763,388
Goodwill | Cost
Goodwill and other intangible assets
Beginning balance	885,639	780,147
Additions through business combinations		119,035
Effects of movements in exchange rates	(119,909)	(13,543)
Ending balance	765,730	885,639
Goodwill | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(122,251)	(251)
Impairment charge for the year		121,596
Effects of movements in exchange rates	(4,941)	(404)
Ending balance	(127,192)	(122,251)
Customerrelated intangible assets
Goodwill and other intangible assets
Beginning balance	871,964
Ending balance	741,321	871,964
Customerrelated intangible assets | SSA
Goodwill and other intangible assets
Impairment charge for the year	28,900
Customerrelated intangible assets | Cost
Goodwill and other intangible assets
Beginning balance	1,031,366	877,764
Additions through business combinations	2,224	171,765
Effects of movements in exchange rates	(115,330)	(18,163)
Ending balance	918,260	1,031,366
Customerrelated intangible assets | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(159,402)	(131,568)
Charge for the year	26,094	36,169
Impairment charge for the year	28,873
Effects of movements in exchange rates	37,430	8,335
Ending balance	(176,939)	(159,402)
Network - related intangible assets
Goodwill and other intangible assets
Beginning balance	147,714
Ending balance	133,789	147,714
Network - related intangible assets | Cost
Goodwill and other intangible assets
Beginning balance	175,290	107,202
Additions through business combinations	766	72,932
Effects of movements in exchange rates	(15,640)	(4,844)
Ending balance	160,416	175,290
Network - related intangible assets | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(27,576)	(21,885)
Charge for the year	5,515	6,936
Effects of movements in exchange rates	6,464	1,245
Ending balance	(26,627)	(27,576)
Licenses
Goodwill and other intangible assets
Beginning balance	21,512
Ending balance	18,776	21,512
Licenses | Cost
Goodwill and other intangible assets
Beginning balance	30,588	17,706
Additions during the year	3,007	14,772
Disposals	(17)	(4)
Effects of movements in exchange rates	(1,096)	(1,886)
Ending balance	32,482	30,588
Licenses | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(9,076)	(6,877)
Charge for the year	4,776	2,598
Disposals	17	4
Effects of movements in exchange rates	129	395
Ending balance	(13,706)	(9,076)
Software
Goodwill and other intangible assets
Beginning balance	7,913
Ending balance	14,935	7,913
Software | Cost
Goodwill and other intangible assets
Beginning balance	29,244	23,798
Additions during the year	8,970	6,413
Disposals	(13,014)	(395)
Effects of movements in exchange rates	(4,066)	(572)
Ending balance	21,134	29,244
Software | Accumulated amortization and impairment
Goodwill and other intangible assets
Beginning balance	(21,331)	(20,411)
Charge for the year	1,711	1,627
Disposals	13,008	394
Effects of movements in exchange rates	3,835	313
Ending balance	$ (6,199)	$ (21,331)

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Derivative financial instruments - Notional amount (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivatives
Derivative financial instruments
Derivative instruments, notional amount	$ 2,065,000	$ 2,100,448
Foreign exchange swaps
Derivative financial instruments
Derivative instruments, notional amount	125,000	160,448
Embedded options within listed bonds
Derivative financial instruments
Derivative instruments, notional amount	$ 1,940,000	$ 1,940,000

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Derivative financial instruments - Fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivatives
Derivative financial instruments
Derivative financial instruments at fair value	$ (49,998)	$ 4,728
Foreign exchange swaps
Derivative financial instruments
Derivative financial instruments at fair value	(51,887)	(1,393)
Interest rate caps
Derivative financial instruments
Derivative financial instruments at fair value	1,099	821
Embedded options within listed bonds
Derivative financial instruments
Derivative financial instruments at fair value	$ 790	$ 5,300

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Derivative financial instruments - Change in fair value of the derivative instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative financial instruments
Change in fair value of the derivative instruments	$ (8,445)	$ 643	$ (69,391)	$ (165,061)
Foreign exchange swaps/nondeliverable forwards
Derivative financial instruments
Change in fair value of the derivative instruments	(3,247)	1,263	(65,356)	(2,111)
Interest rate caps
Derivative financial instruments
Change in fair value of the derivative instruments	62		475
Embedded options within listed bonds
Derivative financial instruments
Change in fair value of the derivative instruments	$ (5,260)	$ (620)	$ (4,510)	$ (162,950)

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Trade and other receivables (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Trade and other current receivables [abstract]
Net trade receivables	$ 177,114	$ 211,025
Other receivables	386,305	387,019
Prepaid land rent	1,108	1,030
Other prepaid expenses	23,116	26,820
Advance payments	27,663	22,076
Withholding tax	1,133	1,201
VAT receivables	12,806	14,296
Trade and other current receivables	629,245	663,467	[1]
Trade and other non-current receivables [abstract]
Accrued income and lease incentive	62,989	35,321
Other tax receivables	7,021	5,945
Payment in advance for property, plant and equipment	77,781	83,118
Contingent consideration receivable	6,181	5,963
Trade and other non-current receivables	$ 153,972	130,347	[1]
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	$ 196,881	236,390
Accumulated impairment [member]
Trade and other current receivables [abstract]
Net trade receivables	$ (19,767)	$ (25,365)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Trade and other payables (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current
Trade payables	$ 356,145	$ 442,959
Deferred revenue	63,941	86,363
Withholding tax payable	6,801	5,820
Payroll and other related statutory liabilities	40,228	45,331
VAT payables	29,416	51,103
Other payables	73,230	37,573
Trade and other payables	569,761	669,149	[1]
Non-current
Other payables	5,493	1,459
Trade and other payables, non current	$ 5,493	$ 1,459	[1]

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Borrowings - Debt classification (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Borrowings
Non Current Borrowings	$ 3,084,214	$ 2,906,288	[1]
Current borrowings	457,941	438,114	[1]
Borrowings	3,542,155	3,344,402
Senior Notes
Borrowings
Non Current Borrowings	1,928,762	1,920,783
Current borrowings	22,692	27,060
Bank borrowings
Borrowings
Non Current Borrowings	1,155,452	985,505
Current borrowings	92,721	213,576
Letters of credit
Borrowings
Current borrowings	$ 342,528	$ 197,478

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Borrowings - Debt instrument (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Borrowings
Borrowings	$ 3,542,155	$ 3,344,402
IHS Holding limited, Senior Note Maturing 2026
Borrowings
Interest rate	5.63%
Borrowings	$ 505,623	497,861
IHS Holding limited, Senior Note Maturing 2028
Borrowings
Interest rate	6.25%
Borrowings	$ 506,214	497,979
IHS Netherlands Holdco B.V., Senior Note Maturing 2027
Borrowings
Interest rate	8.00%
Borrowings	$ 939,617	952,003
IHS Holding Term Loan Facility
Borrowings
Borrowings	$ 370,433	368,630
IHS Holding Term Loan Facility | CAS + SOFR
Borrowings
Borrowings, adjustment to interest rate basis	3.75%
IHS (Nigeria) Limited, IHSN NG1, maturing 2023
Borrowings
Borrowings		57,448
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Maximum
Borrowings
Interest rate	18.00%
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Minimum
Borrowings
Interest rate	12.50%
INT Towers Limited, maturing 2024
Borrowings
Borrowings		191,188
INT Towers Limited, maturing 2024 | 3M NIBOR
Borrowings
Borrowings, adjustment to interest rate basis	2.50%
INT Towers Limited, maturing 2028
Borrowings
Interest rate	20.00%
Borrowings	$ 218,634
IHS Cte d'Ivoire Ltd (CFA Franc) maturing 2024
Borrowings
Interest rate	5.00%
Borrowings	$ 9,410	18,854
IHS Cte d'Ivoire Ltd (Euro) maturing 2024
Borrowings
Borrowings	$ 6,993	14,217
IHS Cte d'Ivoire Ltd (Euro) maturing 2024 | 3M EURIBOR
Borrowings
Borrowings, adjustment to interest rate basis	3.00%
IHS Zambia Limited, 2027
Borrowings
Borrowings	$ 85,763	94,596
IHS Zambia Limited, 2027 | CAS + SOFR
Borrowings
Borrowings, adjustment to interest rate basis	5.00%
IHS Brasil Cesso de Infraestruturas S.A., maturing 2031
Borrowings
Borrowings	$ 234,740
IHS Brasil Cesso de Infraestruturas S.A., maturing 2031 | CDI
Borrowings
Borrowings, adjustment to interest rate basis	3.10%
IHS Brasil Cesso de Infraestruturas S.A., maturing 2029
Borrowings
Borrowings		68,591
IHS Brasil Cesso de Infraestruturas S.A., maturing 2029 | CDI
Borrowings
Borrowings, adjustment to interest rate basis	3.65%
IHS Brasil - Cesso de Infraestruturas S.A. Maturing 2028
Borrowings
Borrowings		82,928
IHS Brasil - Cesso de Infraestruturas S.A. Maturing 2028 | CDI
Borrowings
Borrowings, adjustment to interest rate basis	3.05%
I-Systems Solues de Infraestrutura S.A., maturing 2030
Borrowings
Borrowings	$ 78,615	38,542
I-Systems Solues de Infraestrutura S.A., maturing 2030 | CDI | Minimum
Borrowings
Borrowings, adjustment to interest rate basis	2.45%
I-Systems Solues de Infraestrutura S.A., maturing 2030 | Brazil Real | CDI | Maximum
Borrowings
Borrowings, adjustment to interest rate basis	2.50%
IHS Kuwait Limited, 2029
Borrowings
Borrowings	$ 62,916	66,251
IHS Kuwait Limited, 2029 | 3M KIBOR
Borrowings
Borrowings, adjustment to interest rate basis	2.00%
IHS Towers South Africa Proprietary Limited maturing 2029
Borrowings
Borrowings	$ 180,669	197,836
IHS Towers South Africa Proprietary Limited maturing 2029 | 3M JIBAR
Borrowings
Borrowings, adjustment to interest rate basis	2.75%
IHS (Nigeria) Limited, Letters of credit, Maturing 2023
Borrowings
Borrowings	$ 101,559	66,047
IHS (Nigeria) Limited, Letters of credit, Maturing 2023 | Maximum
Borrowings
Interest rate	15.55%
IHS (Nigeria) Limited, Letters of credit, Maturing 2023 | Minimum
Borrowings
Interest rate	12.00%
INT Towers Limited, Letters of Credit Maturing 2023
Borrowings
Borrowings	$ 238,010	128,063
INT Towers Limited, Letters of Credit Maturing 2023 | Maximum
Borrowings
Interest rate	15.75%
INT Towers Limited, Letters of Credit Maturing 2023 | Minimum
Borrowings
Interest rate	12.00%
IHS Towers NG Limited, Letters of Credit Maturing 2023
Borrowings
Interest rate	15.49%
Borrowings	$ 136	987
Global Independent Connect Limited, USD Letters of Credit maturing 2023
Borrowings
Borrowings	$ 2,823	1,330
Global Independent Connect Limited, USD Letters of Credit maturing 2023 | Maximum
Borrowings
Interest rate	15.49%
Global Independent Connect Limited, USD Letters of Credit maturing 2023 | Minimum
Borrowings
Interest rate	13.25%
Global Independent Connect Limited, Chinese Yuan Letters of Credit maturing 2023
Borrowings
Interest rate	12.05%
Borrowings		$ 1,051
Global Independent Connect Limited Letters of Credit maturing 2023
Borrowings
Borrowings	$ 2,800
Global Independent Connect Limited Letters of Credit maturing 2023 | Maximum
Borrowings
Interest rate	15.49%
Global Independent Connect Limited Letters of Credit maturing 2023 | Minimum
Borrowings
Interest rate	13.25%

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Borrowings - Narratives (Details) $ in Thousands, د.ك in Millions, R$ in Millions, R in Millions, ₦ in Billions									1 Months Ended															3 Months Ended		9 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2023 BRL (R$)	Feb. 03, 2023 USD ($)	Feb. 03, 2023 BRL (R$)	Jan. 11, 2023 NGN (₦)	Jan. 11, 2023 USD ($)	Oct. 13, 2022 USD ($) tranche	May 31, 2022 USD ($) item	Sep. 30, 2023 USD ($)	Sep. 30, 2023 BRL (R$)	Jun. 30, 2023 NGN (₦)	Jun. 30, 2023 USD ($)	May 31, 2023 NGN (₦)	May 31, 2023 USD ($)	May 31, 2023 ZAR (R)	Apr. 30, 2023 NGN (₦)	Apr. 30, 2023 USD ($)	Mar. 31, 2023 NGN (₦)	Mar. 31, 2023 USD ($)	Feb. 28, 2023 NGN (₦)	Feb. 28, 2023 USD ($)	Jan. 31, 2023 NGN (₦)	Jan. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 NGN (₦)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2024	Sep. 30, 2023 USD ($)	Sep. 30, 2023 BRL (R$)	Sep. 30, 2023 KWD (د.ك)	Sep. 30, 2023 ZAR (R)	May 31, 2023 USD ($)	Feb. 28, 2023 USD ($)	Jan. 03, 2023 NGN (₦)	Jan. 03, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 13, 2022 BRL (R$)	Oct. 03, 2022 USD ($)	Oct. 03, 2022 BRL (R$)	May 31, 2022 ZAR (R)	Apr. 30, 2022 USD ($)	Apr. 30, 2022 BRL (R$)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 BRL (R$)	May 31, 2021 USD ($)	May 31, 2021 BRL (R$)	Apr. 19, 2020 USD ($)
Disclosure of detailed information about borrowings [line items]
Bank loans received																								$ 318,765	$ 118,884		$ 976,944	$ 834,677
Borrowings																														$ 3,542,155								$ 3,344,402
Repayments of borrowings, classified as financing activities																								226,741	44,184		644,591	114,211
Interest paid																								$ 79,173	$ 69,070		224,118	$ 173,739
MTN telecom towers in South Africa
Disclosure of detailed information about borrowings [line items]
Number of Towers Acquired | item								5,691
Nigeria 2023 Term Loan
Disclosure of detailed information about borrowings [line items]
Notional amount													₦ 165.0																					$ 212,800		₦ 124.5	$ 160,500
Increase in loan facility													₦ 11.5	$ 14,800						₦ 29.0	$ 37,400
Interest rate																						20.00%	20.00%
Bank loans received											₦ 11.5	$ 14,800				₦ 15.0	$ 19,300	₦ 14.0	$ 18,100			₦ 124.5	$ 160,500
Borrowings																										₦ 165.0				212,800
Nigeria 2023 Term Loan | Minimum | Forecast
Disclosure of detailed information about borrowings [line items]
Interest rate																													18.00%
Nigeria 2023 Term Loan | Maximum | Forecast
Disclosure of detailed information about borrowings [line items]
Interest rate																													24.00%
Nigeria 2023 Term Loan | Nigerian MPR | Forecast
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																													2.50%
Nigeria (2023) Revolving Credit Facility
Disclosure of detailed information about borrowings [line items]
Notional amount																				55.0															$ 70,900	₦ 44.0	$ 56,700
Increase in loan facility																				₦ 11.0	$ 14,200
Interest rate																						20.00%	20.00%
Bank loans received																										40.0	51,600
Borrowings																														0
Repayments of borrowings, classified as financing activities																										₦ 40.0	$ 51,600
Nigeria (2023) Revolving Credit Facility | Minimum | Forecast
Disclosure of detailed information about borrowings [line items]
Interest rate																													18.00%
Nigeria (2023) Revolving Credit Facility | Maximum | Forecast
Disclosure of detailed information about borrowings [line items]
Interest rate																													24.00%
Nigeria (2023) Revolving Credit Facility | Nigerian MPR | Forecast
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																													2.50%
Nigeria 2019 Term Loan
Disclosure of detailed information about borrowings [line items]
Repayments of borrowings, classified as financing activities																						₦ 88.3	$ 113,900
I-Systems facility
Disclosure of detailed information about borrowings [line items]
Notional amount																																								$ 39,700	R$ 200.0
Borrowings																														$ 79,500	R$ 400.0
I-Systems facility, Itau Unibanco S.A.
Disclosure of detailed information about borrowings [line items]
Notional amount							$ 39,700																																R$ 200.0
Borrowings, Number of Tranches | tranche							2
I-Systems facility, Tranche I
Disclosure of detailed information about borrowings [line items]
Bank loans received			$ 15,900	R$ 80.0
I-Systems facility, Tranche I | CDI
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis			2.45%	2.45%
Calculation period for interest rate basis			252 days	252 days
I-Systems facility, Tranche II
Disclosure of detailed information about borrowings [line items]
Bank loans received	$ 23,800	R$ 120.0
I-Systems facility, Tranche II | CDI
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis	2.50%	2.50%																2.50%	2.50%
Calculation period for interest rate basis	252 days	252 days
IHS Brasil Cesso de Infraestruturas S.A. facilities
Disclosure of detailed information about borrowings [line items]
Repayments of borrowings, classified as financing activities									$ 141,800	R$ 713.6
IHS Brasil Facility 1
Disclosure of detailed information about borrowings [line items]
Notional amount																																															$ 59,600	R$ 300.0
IHS Brasil Facility 2
Disclosure of detailed information about borrowings [line items]
Notional amount																																													$ 19,900	R$ 100.0
GTS Facility
Disclosure of detailed information about borrowings [line items]
Notional amount																																											$ 98,400	R$ 495.0
IHS Brasil Debentures
Disclosure of detailed information about borrowings [line items]
Proceeds from issue of debentures									$ 238,400	R$ 1,200.0
IHS Brasil Debentures | CDI
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										3.10%				3.10%	3.10%	3.10%	3.10%
Calculation period for interest rate basis									252 days	252 days
IHS Kuwait Limited, Bank Borrowings Maturing 2029
Disclosure of detailed information about borrowings [line items]
Notional amount																																																	$ 85,000
Notional amount of borrowings drawn down																														$ 70,500		د.ك 21.8
Borrowings																														$ 62,916								66,251
IHS Kuwait Limited, Bank Borrowings Maturing 2029 | 3M KIBOR
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										2.00%				2.00%	2.00%	2.00%	2.00%
IHS Holding limited, Senior Note Maturing 2026
Disclosure of detailed information about borrowings [line items]
Interest rate																										5.63%				5.63%	5.63%	5.63%	5.63%
Borrowings																														$ 505,623								497,861
IHS Holding limited, Senior Note Maturing 2028
Disclosure of detailed information about borrowings [line items]
Interest rate																										6.25%				6.25%	6.25%	6.25%	6.25%
Borrowings																														$ 506,214								497,979
IHS (Nigeria) Limited, IHSN NG1, maturing 2023
Disclosure of detailed information about borrowings [line items]
Borrowings																																						57,448
Repayments of borrowings, classified as financing activities					₦ 16.1	$ 20,800
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Minimum
Disclosure of detailed information about borrowings [line items]
Interest rate																										12.50%				12.50%	12.50%	12.50%	12.50%
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Maximum
Disclosure of detailed information about borrowings [line items]
Interest rate																										18.00%				18.00%	18.00%	18.00%	18.00%
IHS (Nigeria) Limited, IHSN NG2, maturing 2023
Disclosure of detailed information about borrowings [line items]
Repayments of borrowings, classified as financing activities					₦ 10.0	$ 12,900
IHS Towers South Africa Proprietary Limited maturing 2029
Disclosure of detailed information about borrowings [line items]
Notional amount								$ 183,400																																		R 3,470.0
Notional amount of borrowings drawn down																														$ 183,400			R 3,470.0
Bank loans received														$ 3,700	R 70.0
Borrowings																														$ 180,669								197,836
IHS Towers South Africa Proprietary Limited maturing 2029 | 3M JIBAR
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										2.75%				2.75%	2.75%	2.75%	2.75%
IHS Nigeria Letters of Credit
Disclosure of detailed information about borrowings [line items]
Borrowings																														$ 101,600
IHS Nigeria Letters of Credit | Minimum
Disclosure of detailed information about borrowings [line items]
Interest rate																										12.00%				12.00%	12.00%	12.00%	12.00%
IHS Nigeria Letters of Credit | Maximum
Disclosure of detailed information about borrowings [line items]
Interest rate																										15.55%				15.55%	15.55%	15.55%	15.55%
INT Towers Limited, Letters of Credit Maturing 2023
Disclosure of detailed information about borrowings [line items]
Borrowings																														$ 238,010								128,063
INT Towers Limited, Letters of Credit Maturing 2023 | Minimum
Disclosure of detailed information about borrowings [line items]
Interest rate																										12.00%				12.00%	12.00%	12.00%	12.00%
INT Towers Limited, Letters of Credit Maturing 2023 | Maximum
Disclosure of detailed information about borrowings [line items]
Interest rate																										15.75%				15.75%	15.75%	15.75%	15.75%
IHS Towers NG Limited, Letters of Credit Maturing 2023
Disclosure of detailed information about borrowings [line items]
Interest rate																										15.49%				15.49%	15.49%	15.49%	15.49%
Borrowings																														$ 136								987
Global Independent Connect Limited Letters of Credit maturing 2023
Disclosure of detailed information about borrowings [line items]
Borrowings																														$ 2,800
Global Independent Connect Limited Letters of Credit maturing 2023 | Minimum
Disclosure of detailed information about borrowings [line items]
Interest rate																										13.25%				13.25%	13.25%	13.25%	13.25%
Global Independent Connect Limited Letters of Credit maturing 2023 | Maximum
Disclosure of detailed information about borrowings [line items]
Interest rate																										15.49%				15.49%	15.49%	15.49%	15.49%
IHS Holding (2022) Bullet Term Loan Facility
Disclosure of detailed information about borrowings [line items]
Borrowings																														$ 370,433								368,630
IHS Holding (2022) Bullet Term Loan Facility | CAS + SOFR
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										3.75%				3.75%	3.75%	3.75%	3.75%
IHS Brasil - Cesso de Infraestruturas S.A. Maturing 2028
Disclosure of detailed information about borrowings [line items]
Borrowings																																						82,928
IHS Brasil - Cesso de Infraestruturas S.A. Maturing 2028 | CDI
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										3.05%				3.05%	3.05%	3.05%	3.05%
I-Systems Solues de Infraestrutura S.A., maturing 2030
Disclosure of detailed information about borrowings [line items]
Borrowings																														$ 78,615								$ 38,542
I-Systems Solues de Infraestrutura S.A., maturing 2030 | CDI | Minimum
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										2.45%				2.45%	2.45%	2.45%	2.45%
I-Systems Solues de Infraestrutura S.A., maturing 2030 | CDI | Maximum | Brazil Real
Disclosure of detailed information about borrowings [line items]
Borrowings, adjustment to interest rate basis																										2.50%				2.50%	2.50%	2.50%	2.50%

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Lease liabilities - Components of lease (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Lease liabilities.
Current	$ 86,898	$ 87,240	[1]
Non-current	507,008	518,318	[1]
Total lease liabilities	593,906	$ 605,558
Lease payments	$ 100,300

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Lease liabilities - Contractual maturities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Disclosure of quantitative information about right-of-use assets [line items]
Carrying value	$ 593,906	$ 605,558
Total contractual cash flows	$ 1,113,491	1,108,532
Average remaining lease term	12 years 3 months 29 days
Within 1 year
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	$ 100,029	92,417
2-3 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	184,187	179,930
4-5 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	171,800	168,231
Over 5 years
Disclosure of quantitative information about right-of-use assets [line items]
Total contractual cash flows	$ 657,475	$ 667,954

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Provisions for other liabilities and charges - Decommissioning and site restoration provision (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Disclosure of other provisions [line items]
Non-current	$ 84,811	$ 84,533	[1]
Current	309	483	[1]
Decommissioning and site restoration provisions
Disclosure of other provisions [line items]
At January 1	85,016	71,941
Additions through business combinations		34,419
Increase/(decrease) in provisions	625	(24,898)
Payments for tower and tower equipment decommissioning	(327)	(343)
Unwinding of discount	6,941	7,084
Effects of movement in exchange rates	(7,135)	(3,187)
At end of period/year	85,120	85,016
Non-current	84,811	84,533
Current	$ 309	$ 483

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Stated capital (Details) - USD ($) shares in Thousands, $ in Thousands	9 Months Ended				12 Months Ended
	Sep. 30, 2023		Sep. 30, 2022		Dec. 31, 2022
Stated capital.
Beginning Balance, Number of shares	331,920
Shares issued on exercise of options (in shares)	2,221
Shares repurchased and cancelled through buyback program (in shares)	(948)
Ending Balance, Number of shares	333,193				331,920
Beginning balance, Equity	$ 1,360,230	[1]	$ 1,743,556		$ 1,743,556
Shares repurchased and cancelled through buyback program	(10,022)
Ending balance, Equity	484,794		1,509,930	[2]	1,360,230	[1]
Stated capital net of issue costs
Stated capital.
Beginning balance, Equity	5,311,953		5,223,484		5,223,484
Shares issued on exercise of options	89,432		86,470
Shares repurchased and cancelled through buyback program	(10,022)
Ending balance, Equity	5,391,363		$ 5,309,954	[2]	5,311,953
Share capital
Stated capital.
Beginning balance, Equity	100,141
Shares issued on exercise of options	666
Shares repurchased and cancelled through buyback program	(284)
Ending balance, Equity	100,523				100,141
Share capital net of issue costs
Stated capital.
Beginning balance, Equity	99,576
Shares issued on exercise of options	666
Shares repurchased and cancelled through buyback program	(284)
Ending balance, Equity	99,958				99,576
Share premium
Stated capital.
Beginning balance, Equity	5,241,836
Shares issued on exercise of options	88,766
Shares repurchased and cancelled through buyback program	(9,738)
Ending balance, Equity	5,320,864				5,241,836
Share premium net of issue costs
Stated capital.
Beginning balance, Equity	5,212,377
Shares issued on exercise of options	88,766
Shares repurchased and cancelled through buyback program	(9,738)
Ending balance, Equity	$ 5,291,405				$ 5,212,377

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Other reserves (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended				12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023		Sep. 30, 2022		Dec. 31, 2022
Disclosure of reserves within equity [line items]
Beginning balance, Equity				$ 1,360,230	[1]	$ 1,743,556		$ 1,743,556
Other comprehensive income	$ 4,789	$ (52,962)	[2]	629,755		(43,309)	[2]
Recognition of share-based payment expense				9,327		10,230
Ending balance, Equity	484,794	1,509,930	[3]	484,794		1,509,930	[3]	1,360,230	[1]
Other reserves
Disclosure of reserves within equity [line items]
Beginning balance, Equity				(861,271)		(842,911)		(842,911)
Other comprehensive income				621,362		(49,278)	[3]	59,521
Options converted to shares				(89,432)		(86,470)		(88,469)
Recognition of share-based payment expense				9,327		10,230		13,423
Other reclassifications related to share-based payment				(1,426)				(2,835)
Ending balance, Equity	(321,440)	$ (971,264)	[3]	(321,440)		(971,264)	[3]	(861,271)
Fair value through other comprehensive income reserve
Disclosure of reserves within equity [line items]
Beginning balance, Equity				(3)		(3)		(3)
Other comprehensive income				7
Ending balance, Equity	4			4				(3)
Restructuring reserve
Disclosure of reserves within equity [line items]
Beginning balance, Equity				4,019		4,019		4,019
Ending balance, Equity	4,019			4,019				4,019
Share- based payment reserve
Disclosure of reserves within equity [line items]
Beginning balance, Equity				98,817		176,698		176,698
Options converted to shares				(89,432)				(88,469)
Recognition of share-based payment expense				9,327				13,423
Other reclassifications related to share-based payment				(1,426)				(2,835)
Ending balance, Equity	17,286			17,286				98,817
Loss on transactions between owners
Disclosure of reserves within equity [line items]
Beginning balance, Equity				(840,359)		(840,359)		(840,359)
Ending balance, Equity	(840,359)			(840,359)				(840,359)
Foreign exchange translation reserve
Disclosure of reserves within equity [line items]
Beginning balance, Equity				(123,745)		$ (183,266)		(183,266)
Other comprehensive income				621,355				59,521
Ending balance, Equity	$ 497,610			$ 497,610				$ (123,745)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

[3] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Non-controlling interest (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023		Sep. 30, 2022
Disclosure of subsidiaries [line items]
Balance at January 1				$ 227,200	[1]	$ 223,188
NCI arising on business combination				1,922		831
Loss for the period	$ (1,974)	$ (5,946)	[2]	(8,334)		(9,162)	[2]
Other comprehensive (loss)/income				8,393		5,969
Balance at September 30	229,181	$ 220,826		229,181		$ 220,826
I-Systems Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Balance at January 1				212,307
Balance at September 30	$ 212,757			$ 212,757

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Non-controlling interest - Summarized financial information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended			12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022		Dec. 31, 2022		Dec. 31, 2021
Disclosure of subsidiaries [line items]
Current assets	$ 1,138,576			$ 1,138,576			$ 1,252,935	[1]
Current liabilities	(1,232,118)			(1,232,118)			(1,266,387)	[1]
Noncurrent assets	4,401,704			4,401,704			5,067,798	[1]
Non-current liabilities	(3,823,368)			(3,823,368)			(3,694,116)	[1]
Accumulated non-controlling interest at the end of the year	229,181	$ 220,826		229,181	$ 220,826		227,200	[1]	$ 223,188
Revenue	467,023	521,317	[2]	1,615,755	1,435,132	[2]
Loss for the period	(265,351)	(36,648)	[2]	(1,505,859)	(200,103)	[2]
Other comprehensive (loss)/income	4,789	(52,962)	[2]	629,755	(43,309)	[2]
Total comprehensive loss for the period	(260,562)	(89,610)	[2]	(876,104)	(243,412)	[2]
Loss allocated to non-controlling interest during the period	(9,189)	(10,445)	[2]	59	(3,193)	[2]
Cash flows generated from operating activities	224,777	286,243		703,547	625,662
Cash flows used in investing activities	(188,129)	(239,304)		(638,282)	(1,357,000)
Cash flows generated from financing activities	(29,115)	(25,693)		(11,806)	463,608
Net increase/(decrease) in cash and cash equivalents	7,533	$ 21,246		53,459	$ (267,730)
I-Systems Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Accumulated non-controlling interest at the end of the year	212,757			212,757			212,307
Loss allocated to non-controlling interest during the period				(7,321)			(7,533)
I-Systems Solues de Infraestrutura S.A. | I-Systems Solues de Infraestrutura S.A.
Disclosure of subsidiaries [line items]
Current assets	92,805			92,805			102,445
Current liabilities	(45,907)			(45,907)			(38,834)
Current net assets	46,898			46,898			63,611
Noncurrent assets	503,575			503,575			462,122
Non-current liabilities	(116,275)			(116,275)			(92,453)
Non-current net assets	387,300			387,300			369,669
Net assets	$ 434,198			434,198			433,280
Revenue				52,677			41,502
Loss for the period				(14,941)			(15,373)
Other comprehensive (loss)/income				15,858			15,466
Total comprehensive loss for the period				917			93
Cash flows generated from operating activities				44,425			50,769
Cash flows used in investing activities				(77,685)			(62,921)
Cash flows generated from financing activities				30,803			(70)
Net increase/(decrease) in cash and cash equivalents				$ (2,457)			$ (12,222)

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

[2] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Share-based payment obligation (Details) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares	May 31, 2023 Option	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Expense from share-based payment transactions			$ 2.7	$ 4.1	$ 9.6	$ 9.8
Dividends planned for the near future	$ 0.0		0.0		0.0
Omnibus share-based payment plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Options granted | Option		2,132,134
Fair value of options granted, at grant date	$ 49.9
Assumption of forfeiture rate	7.00%
Expected charge over remaining term of outstanding share options	$ 19.6		$ 19.6		$ 19.6
Expected dividend, share options granted	$ 0.0
Omnibus share-based payment plans | Bottom of range
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share price assumption | $ / shares	$ 5.27
Omnibus share-based payment plans | Top of range
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share price assumption | $ / shares	$ 11.55
Omnibus share-based payment plans, RSUs with non-market conditions
Disclosure of terms and conditions of share-based payment arrangement [line items]
Fair value of options granted, at grant date	$ 22.7
Omnibus share-based payment plans, PSUs with non-market conditions
Disclosure of terms and conditions of share-based payment arrangement [line items]
Fair value of options granted, at grant date	19.0
Omnibus share-based payment plans, PSUs with market conditions
Disclosure of terms and conditions of share-based payment arrangement [line items]
Fair value of options granted, at grant date	$ 8.2

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Cash from operations (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022		Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Profit before taxation	$ (248,692)	$ (93,952)	[1]	$ (1,416,741)	$ (224,048)	[1]
Adjustments:
Depreciation of property, plant and equipment	92,594	105,195		302,285	305,558
Amortization of intangible assets	12,337	12,279		38,096	34,615
Net impairment of property, plant and equipment, intangibles fixed assets and prepaid land rent	103,429	3,099		108,510	1,768
Loss allowance/(reversal of loss allowance) on trade receivables	711	(1,597)		5,225	(3,397)
Impairment of withholding tax receivables	10,508	11,422		35,112	39,141
Amortization of prepaid site rent	2,789	2,796		7,918	6,957
Net (gain)/loss on disposal of plant, property and equipment	(386)	(134)		(952)	13,650
Insurance income	(32)	(70)		(310)	(1,686)
Finance costs	261,993	234,223		1,804,222	574,081
Finance income	(5,823)	(6,412)		(18,233)	(11,035)
Impairment of inventory					138
Sharebased payment expense	2,654	4,127		9,571	9,752
Operating profit before working capital changes	232,082	270,976		874,703	745,494
Changes in working capital
Increase in inventory	(29,221)	(10,373)		(4,683)	(30,094)
(Increase)/decrease in trade and other receivables	(61,968)	12,702		(199,210)	(169,833)
Increase in trade and other payables	93,544	20,885		79,618	132,032
Net movement in working capital	2,355	23,214		(124,275)	(67,895)
Cash from operations	$ 234,437	$ 294,190		$ 750,428	$ 677,599

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the GTS SP5 Acquisition in March 2022 and MTN SA Acquisition in May 2022.

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Business Combinations - MTN telecom towers in South Africa (Details) - MTN telecom towers in South Africa $ in Thousands		4 Months Ended
	May 31, 2022 USD ($) item site	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Disclosure of detailed information about business combination [line items]
Number of Towers Acquired | item	5,691
Number of service sites to which entity is providing Managed Services after acquisition | site	7,100
Proportion of ownership interests held by non-controlling interests	0.00%
Percentage of business acquired	100.00%
Goodwill deductible for tax purpose	$ 0
Gross consideration			$ 421,239
Net cash consideration			421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment			251,683
Customer related intangible asset			121,465
Network related intangible asset			69,741
Right of use asset			211,936
Lease liabilities			(211,936)
Deferred tax			(51,625)
Provisions for other liabilities and charges			(34,419)
Total identifiable net assets acquired			$ 356,845
Goodwill	$ 64,400
Revenue - post-acquisition		$ 40,927
Profit (Loss) - post-acquisition		$ (17,724)
After transfer of non-controlling interests
Disclosure of detailed information about business combination [line items]
Proportion of ownership interest in subsidiary	70.00%
Proportion of ownership interests held by non-controlling interests	30.00%

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Business Combinations - Fair value adjustments (Details) - USD ($) $ in Thousands	4 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Identifiable assets acquired and liabilities assumed:
Goodwill		$ 638,538	$ 763,388	[1]
MTN telecom towers in South Africa
Disclosure of detailed information about business combination [line items]
Gross consideration			421,239
Net cash consideration			421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment			251,683
Customer related intangible asset			121,465
Network related intangible asset			69,741
Right of use asset			211,936
Lease liabilities			(211,936)
Deferred tax			(51,625)
Provisions for other liabilities and charges			(34,419)
Total identifiable net assets acquired			356,845
Goodwill			64,394
Revenue - post-acquisition	$ 40,927
Profit (Loss) - post-acquisition	$ (17,724)
As previously reported | MTN telecom towers in South Africa
Disclosure of detailed information about business combination [line items]
Gross consideration			421,239
Net cash consideration			421,239
Identifiable assets acquired and liabilities assumed:
Towers and tower equipment			251,683
Customer related intangible asset			127,957
Network related intangible asset			67,837
Right of use asset			211,315
Lease liabilities			(211,315)
Deferred tax			(52,864)
Provisions for other liabilities and charges			(34,419)
Total identifiable net assets acquired			360,194
Goodwill			61,045
Adjustments | MTN telecom towers in South Africa
Identifiable assets acquired and liabilities assumed:
Customer related intangible asset			(6,492)
Network related intangible asset			1,904
Right of use asset			621
Lease liabilities			(621)
Deferred tax			1,239
Total identifiable net assets acquired			(3,349)
Goodwill			$ 3,349

[1] re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the MTN SA Acquisition in May 2022.

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Business Combinations - Sao Paulo Cinco Locacao de Torres Ltda (Details) - Sao Paulo Cinco Locacao de Torres Ltda (SP5) - USD ($) $ in Thousands		6 Months Ended
	Mar. 17, 2022	Sep. 30, 2022
Disclosure of detailed information about business combination [line items]
Percentage of business acquired	100.00%
Gross consideration	$ 317,188
Less: cash in business at the date of acquisition	(1,896)
Net cash consideration	315,292
Identifiable assets acquired and liabilities assumed:
Customer related intangible asset	48,353
Network related intangible asset	2,520
Right of use asset	266,666
Trade and other receivables	23,575
Lease liabilities	(4,282)
Trade and other payables	(4,222)
Deferred tax	(86,239)
Total identifiable net assets acquired	260,651
Goodwill	54,641
Revenue - post-acquisition		$ 23,287
Profit (Loss) - post-acquisition		$ 6,340
Towers and tower equipment
Identifiable assets acquired and liabilities assumed:
Property, plant and equipment recognised as of acquisition date	13,395
Land
Identifiable assets acquired and liabilities assumed:
Property, plant and equipment recognised as of acquisition date	$ 885

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Business Combinations - IHS Kuwait Limited (Details) $ in Thousands	1 Months Ended				9 Months Ended	12 Months Ended
	Aug. 31, 2023 USD ($) item	Sep. 30, 2022 USD ($) item	Oct. 31, 2021 item	Apr. 30, 2021 item	Sep. 30, 2023 item	Dec. 31, 2022	Dec. 31, 2020 item
IHS Kuwait acquisition of towers in Kuwait
Business Combinations
Number of Towers Acquired | item	101	43
Percentage of interest in net assets acquired					70.00%	70.00%
Percentage of interest in net assets held by non-controlling interests					30.00%	30.00%
Gross consideration	$ 6,408	$ 2,729
Less: consideration received in exchange for a retained 30% interest (by Zain Kuwait) in IHS GCC KW	(1,922)	(819)
Net consideration for 70% controlling interest in the acquired towers	4,486	1,910
Identifiable assets acquired and liabilities assumed:
Total identifiable net assets acquired	6,408	2,729
Towers and tower equipment	5,576	1,032
Customer related assets	2,224	1,947
Network-related assets	766	671
Trade and other payables	(2,158)	(921)
Total identifiable net assets acquired (at 100%)	6,408	2,729
Total identifiable net assets acquired for purposes of non-controlling interest	6,408	2,729
Non-controlling interest portion of above at 30%	$ 1,922	$ 819
Percentage of net assets acquired (liabilities assumed) as disclosed in the acquisition analysis					100.00%	100.00%
IHS Kuwait Limited
Business Combinations
Towers to be acquired | item							1,620
Number of Towers Acquired | item			126	67			1,162
Remaining towers yet to acquired | item					121
IHS Kuwait Limited | IHS GCC KW
Business Combinations
Shares in IHS GCC KW transferred in business combination							30.00%

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Capital commitments and contingent liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Disclosure of contingent liabilities in business combination [line items]
Commitments to purchase property, plant and equipment	$ 232,100,000	$ 337,000,000.0
Legal proceedings provision	0
Litigations and claims
Disclosure of contingent liabilities in business combination [line items]
Contingent liabilities	$ 13,100,000	$ 3,800,000

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Events after the reporting period (Details) $ in Thousands, R$ in Millions, R in Millions, ₦ in Billions			1 Months Ended															3 Months Ended		9 Months Ended
	Jan. 11, 2023 NGN (₦)	Jan. 11, 2023 USD ($)	Oct. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 BRL (R$)	Jun. 30, 2023 NGN (₦)	Jun. 30, 2023 USD ($)	May 31, 2023 NGN (₦)	May 31, 2023 USD ($)	Apr. 30, 2023 NGN (₦)	Apr. 30, 2023 USD ($)	Mar. 31, 2023 NGN (₦)	Mar. 31, 2023 USD ($)	Feb. 28, 2023 NGN (₦)	Feb. 28, 2023 USD ($)	Jan. 31, 2023 NGN (₦)	Jan. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 NGN (₦)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2024	Nov. 13, 2023 USD ($)	Nov. 13, 2023 ZAR (R)	Oct. 31, 2023 ZAR (R)	Sep. 30, 2023 USD ($)	May 31, 2023 USD ($)	Feb. 28, 2023 USD ($)	Jan. 03, 2023 NGN (₦)	Jan. 03, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 19, 2020 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Proceeds from borrowings, classified as financing activities																		$ 318,765	$ 118,884		$ 976,944	$ 834,677
Borrowings																											$ 3,542,155					$ 3,344,402
Repayments of borrowings, classified as financing activities																		$ 226,741	$ 44,184		644,591	$ 114,211
IHS Holding Term Loan Facility
Disclosure of non-adjusting events after reporting period [line items]
Borrowings																											370,433					368,630
Nigeria 2023 Term Loan
Disclosure of non-adjusting events after reporting period [line items]
Notional amount								₦ 165.0																				$ 212,800		₦ 124.5	$ 160,500
Decrease in loan facility								₦ (11.5)	$ (14,800)					₦ (29.0)	$ (37,400)
Borrowings, interest rate																20.00%	20.00%
Proceeds from borrowings, classified as financing activities						₦ 11.5	$ 14,800			₦ 15.0	$ 19,300	₦ 14.0	$ 18,100			₦ 124.5	$ 160,500
Borrowings																				₦ 165.0							212,800
Nigeria 2023 Term Loan | Forecast | Top of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																							24.00%
Nigeria 2023 Term Loan | Forecast | Bottom of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																							18.00%
Nigeria 2023 Term Loan | Forecast | Nigerian MPR
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, adjustment to interest rate basis																							2.50%
Nigeria 2023 Revolving Credit Facility (RCF)
Disclosure of non-adjusting events after reporting period [line items]
Notional amount														55.0															$ 70,900	₦ 44.0	$ 56,700
Decrease in loan facility														₦ (11.0)	$ (14,200)
Borrowings, interest rate																20.00%	20.00%
Proceeds from borrowings, classified as financing activities																				40.0	51,600
Borrowings																											$ 0
Repayments of borrowings, classified as financing activities																				₦ 40.0	$ 51,600
Nigeria 2023 Revolving Credit Facility (RCF) | Forecast | Top of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																							24.00%
Nigeria 2023 Revolving Credit Facility (RCF) | Forecast | Bottom of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																							18.00%
Nigeria 2023 Revolving Credit Facility (RCF) | Forecast | Nigerian MPR
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, adjustment to interest rate basis																							2.50%
IHS (Nigeria) Limited, IHSN NG1, maturing 2023
Disclosure of non-adjusting events after reporting period [line items]
Borrowings																																57,448
Repayments of borrowings, classified as financing activities	₦ 16.1	$ 20,800
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Top of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																				18.00%							18.00%
IHS (Nigeria) Limited, IHSN NG1, maturing 2023 | Bottom of range
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, interest rate																				12.50%							12.50%
IHS (Nigeria) Limited, IHSN NG2, maturing 2023
Disclosure of non-adjusting events after reporting period [line items]
Repayments of borrowings, classified as financing activities	₦ 10.0	$ 12,900
IHS Kuwait Limited, Bank Borrowings Maturing 2029
Disclosure of non-adjusting events after reporting period [line items]
Notional amount																																	$ 85,000
Borrowings																											$ 62,916					$ 66,251
IHS Brasil Debentures [Member]
Disclosure of non-adjusting events after reporting period [line items]
Proceeds from issue of debentures				$ 238,400	R$ 1,200.0
IHS Brasil Debentures [Member] | CDI
Disclosure of non-adjusting events after reporting period [line items]
Borrowings, adjustment to interest rate basis																				3.10%							3.10%
Calculation period for interest rate basis				252 days	252 days
Signing of loan agreements | IHS South Africa Overdraft
Disclosure of non-adjusting events after reporting period [line items]
Notional amount			$ 18,500																							R 350.0
Borrowings																								$ 6,200	R 117.9
Change in borrowings terms | IHS Holding Bullet Term Loan Facility
Disclosure of non-adjusting events after reporting period [line items]
Notional amount			130,000
Decrease in loan facility			$ 100,000