IHS Netherlands Holdco B.V. Announcement of Consents Obtained

Announcement of Approval of the Proposed Amendments relating to

Description of the Notes	Regulation S ISIN	Rule 144A ISIN / CUSIP	Principal Amount Outstanding	Consent Payment (per U.S.$1,000 in principal amount of Notes)
U.S.$510,000,000 7.125% Senior Notes due 2025	XS2051105778	US44963LAB27 / 44963L AB2	U.S.$510,000,000	U.S.$5.00
U.S.$940,000,000 8.000% Senior Notes due 2027	XS2051106073	US44963LAC00 / 44963L AC0	U.S.$940,000,000

June 17, 2021 — Further to its announcement on June 14, 2021, IHS Netherlands Holdco B.V. (the “Issuer”), a wholly-owned subsidiary of IHS Holding Limited (the “Company”), announces that it has obtained consents to certain amendments (the “Proposed Amendments”) from Holders of a majority in aggregate principal amount of its outstanding 7.125% Senior Notes due 2025 (the “2025 Notes”) and 8.000% Senior Notes due 2027 (the “2027 Notes”, and with the 2025 Notes, the “Notes”) to amend the indenture governing the Notes (the “Indenture”) such that the Company would become the parent of the “restricted group” under the Notes, which would result in the expansion of the “restricted group” to encompass the Company and all of the Company’s subsidiaries (other than any unrestricted subsidiaries) (including, for the avoidance of doubt, the Nigeria Group) (the “Company Group”), which would be subject to the covenants and events of default under the Indenture (as amended).

Accordingly, today the Issuer, the Company, the Trustee and certain guarantors executed a supplemental indenture giving effect to the Proposed Amendments (the “Supplemental Indenture”). Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the consent solicitation statement dated June 14, 2021 (the “Consent Solicitation Statement”).

The Solicitation will expire at 5:00 p.m. (New York time) on June 18, 2021 (the “Expiration Time”). If it elects for the Proposed Amendments to become operative, the Issuer will make consent payments of U.S.$5.00 for each U.S.$1,000 in principal amount of Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline (the “Consent Payment”) which will be payable within three (3) Business Days following the Expiration Time by the Issuer in consideration for and in respect of the consents relating to the Proposed Amendments. If the Consent Payment has not been paid on or prior to such time, then the Proposed Amendments shall not be given operative effect and the rights of all Holders will continue as they were set forth in the Indenture immediately prior to the Effective Time. Subject to the satisfaction (or waiver) of the Relevant Conditions, including the payment of the Consent Payment, the Proposed Amendments set forth in the Supplemental Indenture will be binding on all Holders of the Notes whether or not such Holders have consented to the Proposed Amendments.

Copies of the Consent Solicitation Statement may be obtained from Lucid Issuer Services Limited, the Tabulation Agent for the Solicitation at:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Thomas Choquet / Jacek Kusion

Email: [email protected]

Any persons with questions regarding the Solicitation should contact the Solicitation Agents for the Solicitation, Goldman Sachs Bank Europe SE and Standard Chartered Bank at:

The Company’s website address is www.ihstowers.com. The site provides access to the Company’s historical financial information and an investor presentation dated June 14, 2021. The content of the Company’s website is not incorporated by reference into this announcement.

Under no circumstances shall the Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction. 

Cautionary Statement

This notice is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. The Solicitation is not made, and consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such consent.