IHS / IHS Holding Limited - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

IHS Holding Limited
US ˙ NYSE ˙ KYG4701H1092

Grundläggande statistik
LEI 213800CLGMKL63VKTD94
CIK 1876183
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to IHS Holding Limited
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 18, 2025 EX-99.1

IHS Towers Mourns the Death of Board Member Mr Frank Dangeard

Exhibit 99.1 IHS Towers Mourns the Death of Board Member Mr Frank Dangeard August 18, 2025, London and New York: IHS Holding Limited (NYSE: IHS) (“IHS Towers”) is saddened to report the passing of Mr Frank Dangeard, a valued member of the company’s Board of Directors. Mr. Dangeard joined the IHS Holding Limited Board of Directors in September 2020 and served as an Independent Non-Executive Directo

August 18, 2025 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 August 2025 Commission File Number: 001-40876

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 August 2025 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

August 12, 2025 EX-99.4

SUPPLEMENTAL INDENTURE

Exhibit 99.4 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 26, 2025, among, inter alios, IHS Mauritius NG Holdco Limited (as permitted successor of IHS Netherlands Holdco B.V.), a private limited liability company incorporated under the laws of Mauritius, having its registered office at C/O CKLB International Management Ltd., 24 Dr Joseph Riviere S

August 12, 2025 EX-99.1

Carrying amount

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Interim Financial Statements 8 Condensed Consolidated Statement of Income/(Loss) and Other Comprehensive Income (Unaudited) 9 Condensed Consolidated Statement of Financial Position (Unaudited) 10 Condensed Consolidated Statement of Changes in Equity (Unaudited) 11 Condensed Consolidated Statement of Cash F

August 12, 2025 EX-99.1

IHS HOLDING LIMITED REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS SECOND QUARTER PERFORMANCE AHEAD OF EXPECTATIONS ACROSS ALL KEY METRICS RAISED FULL YEAR 2025 OUTLOOK DRIVEN BY STRONG YEAR-TO-DATE MOMENTUM

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS SECOND QUARTER PERFORMANCE AHEAD OF EXPECTATIONS ACROSS ALL KEY METRICS RAISED FULL YEAR 2025 OUTLOOK DRIVEN BY STRONG YEAR-TO-DATE MOMENTUM London, United Kingdom, August 12, 2025. IHS Holding Limited (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators, an

August 12, 2025 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 August, 2025 Commission File Number: 001-40876

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 August, 2025 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

August 12, 2025 EX-99.3

DATED 19 June 2025 Facility Agreement USD 200,000,000 Term Credit Facility IHS Holding Limited as Company Standard Chartered Bank as Arranger The Financial Institutions as Original Lenders Each Entity listed in Part 2 of Schedule 1 as Original Facili

Exhibit 99.3 Execution version DATED 19 June 2025 Facility Agreement USD 200,000,000 Term Credit Facility between IHS Holding Limited as Company Standard Chartered Bank as Arranger The Financial Institutions as Original Lenders Each Entity listed in Part 2 of Schedule 1 as Original Facility Guarantors and Standard Chartered Bank as Facility Agent White & Case LLP PO Box 9705 ICD Brookfield, Al Mus

August 12, 2025 EX-99.2

DATED 16 June 2025 Facility Agreement Up to USD 400,000,000 Revolving Credit Facility IHS Holding Limited as Company Standard Chartered Bank as Bookrunner and Mandated Lead Arranger The Financial Institutions listed in Part 2 of Schedule 1 as Arrange

Exhibit 99.2 Execution Version DATED 16 June 2025 Facility Agreement Up to USD 400,000,000 Revolving Credit Facility between IHS Holding Limited as Company Standard Chartered Bank as Bookrunner and Mandated Lead Arranger The Financial Institutions listed in Part 2 of Schedule 1 as Arrangers The Financial Institutions listed in Part 1 of Schedule 1 as Original Lenders Each Entity listed in Part 3 o

August 12, 2025 EX-99.5

SUPPLEMENTAL INDENTURE

Exhibit 99.5 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 26, 2025, among, inter alios, IHS Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the “Issuer”), IHS Mauritius NG Holdco Limited, IHS Maurit

August 12, 2025 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 August, 2025 Commission File Number: 001-40876

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 August, 2025 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

July 10, 2025 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 July 2025 Commission File Number: 001-40876 IH

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 July 2025 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 pr

June 2, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2025 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2025 Commission File Number: 001-40876 IHS Holding Limited (Exact Name of Registrant as Specified in Its Charter) 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom

June 2, 2025 EX-99.1

IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 10, 2025

TABLE OF CONTENTS  Exhibit 99.1 June 2, 2025 Dear Shareholders: On behalf of the Board of Directors, I cordially invite you to attend the annual general meeting of shareholders for the year ended December 31, 2025 (the “AGM”) of IHS Holding Limited (the “Company”), which will be held at 1:00 pm London time on July 10, 2025 at the offices of Latham & Watkins LLP located at 99 Bishopsgate, London, E

June 2, 2025 EX-99.2

IHS HOLDING LIMITED 1 CATHEDRAL PIAZZA 123 VICTORIA STREET LONDON, SW1E 5BP UNITED KINGDOM SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for ele

 Exhibit 99.2 IHS HOLDING LIMITED 1 CATHEDRAL PIAZZA 123 VICTORIA STREET LONDON, SW1E 5BP UNITED KINGDOM SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 9, 2025. Have your proxy card in hand when you access the web s

June 2, 2025 EX-99.3

Your Vote Counts!IHS HOLDING LIMITED1 CATHEDRAL PIAZZA123 VICTORIA STREETLONDON, SW1E 5BP UNITED KINGDOMIHS HOLDING LIMITED2025 Annual General MeetingVote by July 9, 202511:59 PM ETVote V75555-P32933 V75555-P32933You invested in IHS HOLDING LIMITED a

 Exhibit 99.3 Your Vote Counts!IHS HOLDING LIMITED1 CATHEDRAL PIAZZA123 VICTORIA STREETLONDON, SW1E 5BP UNITED KINGDOMIHS HOLDING LIMITED2025 Annual General MeetingVote by July 9, 202511:59 PM ETVote V75555-P32933 V75555-P32933You invested in IHS HOLDING LIMITED and it’s time to vote!You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice

May 27, 2025 EX-99.1

IHS Towers Publishes 2024 Sustainability Report

Exhibit 99.1 IHS Towers Publishes 2024 Sustainability Report May 27, 2025, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers”) group, one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, has today published its 2024 Sustainability Report. The report covers sustainability activities from January 1, 2024 to December

May 27, 2025 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 May 2025 Commission File Number: 001-40876 IHS

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 May 2025 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 pri

May 20, 2025 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 May, 2025 Commission File Number: 001-40876 IH

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 May, 2025 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 pr

May 20, 2025 EX-99.3

SUPPLEMENTAL INDENTURE

Exhibit 99.3 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 7 2025, among, inter alios, IHS Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the “Issuer”), IHS Mauritius NG Holdco Limited, IHS Mauriti

May 20, 2025 EX-99.1

IHS HOLDING LIMITED REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS SOLID FIRST QUARTER ORGANIC GROWTH AND CASH FLOW GENERATION FIRST QUARTER IN LINE WITH EXPECTATIONS, FULL YEAR 2025 OUTLOOK REITERATED

FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS SOLID FIRST QUARTER ORGANIC GROWTH AND CASH FLOW GENERATION FIRST QUARTER IN LINE WITH EXPECTATIONS, FULL YEAR 2025 OUTLOOK REITERATED London, United Kingdom, May 20, 2025.

May 20, 2025 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 May 2025 Commission File Number: 001-40876 IHS

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 May 2025 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 pri

May 20, 2025 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 May, 2025 Commission File Number: 001-40876 IH

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 May, 2025 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 pr

May 20, 2025 EX-99.1

IHS Towers Agrees to Sell Rwanda Operations to Paradigm Tower Ventures

Exhibit 99.1 IHS Towers Agrees to Sell Rwanda Operations to Paradigm Tower Ventures May 20, 2025, London/Kigali: IHS Holding Limited (NYSE: IHS) (“IHS Towers”), one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count, has agreed to sell 100% of IHS Rwanda Limited (“IHS Rwanda”) including its approximately 1,465 sites1 to P

May 20, 2025 EX-99.1

Carrying amount

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Interim Financial Statements 8 Condensed Consolidated Statement of Income/(Loss) and Other Comprehensive Income (Unaudited) 9 Condensed Consolidated Statement of Financial Position (Unaudited) 10 Condensed Consolidated Statement of Changes in Equity (Unaudited) 11 Condensed Consolidated Statement of Cash F

May 20, 2025 EX-99.2

SUPPLEMENTAL INDENTURE

EX-99.2 3 tmb-20250331xex99d2.htm EX-99.2 Exhibit 99.2 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 7 2025, among, inter alios, IHS Mauritius NG Holdco Limited (as permitted successor of IHS Netherlands Holdco B.V.), a private limited liability company incorporated under the laws of Luxembourg, having its registered office at 412, route d’Esch, L

March 18, 2025 EX-13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commis

March 18, 2025 EX-99.1

IHS HOLDING LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS FULL YEAR 2024 FINANCIAL RESULTS AHEAD OF GUIDANCE SIGNIFICANT PROGRESS MADE DELIVERING STRATEGIC REVIEW

FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS FULL YEAR 2024 FINANCIAL RESULTS AHEAD OF GUIDANCE SIGNIFICANT PROGRESS MADE DELIVERING STRATEGIC REVIEW London, United Kingdom, March 18, 2025.

March 18, 2025 EX-13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commis

March 18, 2025 EX-2.8

Dated November 29, 2024 THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE TO THE SENIOR NOTES INDENTURE DATED AS OF SEPTEMBER 18, 2019 8.000% SENIOR NOTES DUE 2027 IHS NETHERLANDS HOLDCO B.V. as Issuer THE GUARANTORS PARTY HERETO CITIBANK, N.A., LONDON BRANC

Exhibit 2.8 Execution Version Dated November 29, 2024 THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE TO THE SENIOR NOTES INDENTURE DATED AS OF SEPTEMBER 18, 2019 8.000% SENIOR NOTES DUE 2027 among IHS NETHERLANDS HOLDCO B.V. as Issuer THE GUARANTORS PARTY HERETO and CITIBANK, N.A., LONDON BRANCH as Trustee, Principal Paying Agent, Registrar and Transfer Agent TABLE OF CONTENTS Page Section 1. Capitaliz

March 18, 2025 EX-12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sam Darwish, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, thi

March 18, 2025 EX-2.7

DATED AS OF NOVEMBER 29, 2024 IHS HOLDING LIMITED, AS THE ISSUER KROLL TRUSTEE SERVICES LIMITED, AS TRUSTEE CITIBANK N.A., LONDON BRANCH, AS PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR SENIOR NOTES INDENTURE 7.875% SENIOR NOTES DUE 2030 8.25

Exhibit 2.7 CLIFFORD CHANCE LLP EXECUTION VERSION DATED AS OF NOVEMBER 29, 2024 IHS HOLDING LIMITED, AS THE ISSUER KROLL TRUSTEE SERVICES LIMITED, AS TRUSTEE AND CITIBANK N.A., LONDON BRANCH, AS PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR SENIOR NOTES INDENTURE 7.875% SENIOR NOTES DUE 2030 8.250% SENIOR NOTES DUE 2031 Table of Contents Page Article 1 DEFINITIONS AND INCORPORATION BY REFER

March 18, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

March 18, 2025 EX-4.11

2

Exhibit 4.11 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam www.ihstowers.com To:Ecobank Nigeria Limited (the “Agent”) 14 November 2024 Dear Sir or Madam Amendment letter 3 relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the up to NGN 55,000,000,000 revolving credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco

March 18, 2025 EX-12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steve Howden, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, th

March 18, 2025 EX-4.6

2

Exhibit 4.6 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam www.ihstowers.com To:Ecobank Nigeria Limited (the “Agent”) 14 November 2024 Dear Sir or Madam Amendment letter 3 relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the up to NGN 165,000,000,000 term facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V. (“Holdc

March 18, 2025 EX-4.12

Unsecured NGN RCF Agreement – Amendment 4

Exhibit 4.12 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To: Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 28 January 2025 Unsecured NGN RCF Agreement – Amendment 4 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 55,000,000,000 revolving credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V. (“Holdco”), each

March 18, 2025 EX-11.1

IHS HOLDING LIMITED

Exhibit 11.1 IHS HOLDING LIMITED INSIDER TRADING COMPLIANCE POLICY November 2023 INDEX I. INTRODUCTION 3 II. STATEMENT OF POLICIES PROHIBITING INSIDER TRADING 3 III. EXPLANATION OF INSIDER TRADING 4 IV. STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING 9 V. ADDITIONAL PROHIBITED TRANSACTIONS 12 VI. RULE 10B5‐1 TRADING PLANS 14 VII. INTERPRETATION, AMENDMENT AND IMPLEMENTATION OF THIS POLICY 18 VI

March 18, 2025 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 March, 2025 Commission File Number: 001-40876

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 March, 2025 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

March 18, 2025 EX-4.7

Unsecured NGN Term Facility Agreement – Amendment 4

Exhibit 4.7 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To: Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 28 January 2025 Unsecured NGN Term Facility Agreement – Amendment 4 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 165,000,000,000 term credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V. (“Holdco”),

March 18, 2025 EX-2.9

DESCRIPTION OF SECURITIES

Exhibit 2.9 DESCRIPTION OF SECURITIES The following is a description of the material terms of our second amended and restated memorandum and articles of association (the “Articles”) which were adopted by way of special resolution at our annual general meeting on June 28, 2024. The following description is a summary and should be read in conjunction with our Articles, which have been publicly filed

March 18, 2025 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 18, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form

December 2, 2024 EX-99.1

IHS Towers Signs Agreement to Sell Kuwait Operations to Zain Group

EX-99.1 2 tm2429704d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 IHS Towers Signs Agreement to Sell Kuwait Operations to Zain Group December 02, 2024, London/Kuwait City: IHS Holding Limited, (NYSE: IHS) (“IHS Towers”), one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count, has signed a definitive agreement to sell IHS Towers’

December 2, 2024 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 December 2024 Commission File Number: 001-4087

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 December 2024 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 o

November 26, 2024 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 2024 Commission File Number: 001-4087

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 2024 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 o

November 26, 2024 EX-99.1

Announcement of early results, early settlement and increases to Series Maximum Acceptance Amounts for Tender Offers in respect of the 5.625% Senior Notes due 2026 (the “2026 Notes”) of IHS Holding Limited and the 8.000% Senior Notes due 2027 (the “2

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT Announcement of early results, early settlement and increases to Series Maximum Acceptance Amounts for Tender Offers in respect of the 5.625% Senior Notes due 2026 (the “2026 Notes”) of IHS Holding L

November 15, 2024 EX-99.1

IHS Holding Limited Announces Successful Pricing of Dual Tranche Senior Notes Transaction $550 million of 7.875% Senior Notes due 2030 $650 million of 8.250% Senior Notes due 2031

Exhibit 99.1 IHS Holding Limited Announces Successful Pricing of Dual Tranche Senior Notes Transaction $550 million of 7.875% Senior Notes due 2030 $650 million of 8.250% Senior Notes due 2031 November 14, 2024, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers”, and together with its subsidiaries, the “Group”) announced today that it has successfully priced its offering of $550 million 7.875%

November 15, 2024 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 2024 Commission File Number: 001-4087

6-K 1 tm2428369d16k.htm FORM 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 2024 Commission File Number: 001-40876 IHS Holding Limited (Translation of registrant’s name into English) 1 Cathedral Piazza 123 Victoria Street London S

November 12, 2024 EX-99.1

Ordinary Shares

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Interim Financial Statements 8 Condensed Consolidated Statement of Loss and Other Comprehensive Income (Unaudited) 9 Condensed Consolidated Statement of Financial Position (Unaudited) 10 Condensed Consolidated Statement of Changes in Equity (Unaudited) 11 Condensed Consolidated Statement of Cash Flows (Una

November 12, 2024 EX-99.3

Amendment letter 3 relating to the Facility Agreement (as defined below)

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”) 22 October 2024 Dear Sir or Madam Amendment letter 3 relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the up to US$300,000,000 revolving credit facility agreement originally dated 30 M

November 12, 2024 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, 2024 Commission File Number: 001-408

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, 2024 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

November 12, 2024 EX-99.4

Amendment letter 3 relating to the Facility Agreement (as defined below)

Exhibit 99.4 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com To: Standard Chartered Bank (the “Facility Agent”) 22 October 2024 Dear Sir or Madam Amendment letter 3 relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the US$270,000,000 term loan facility agreement originally dated 8 March 2024, as amende

November 12, 2024 EX-99.1

Closing Rate

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – THIRD QUARTER 2024 ● Revenue of $420.3 million declined 3.5% compared to the second quarter of 2024 with continued growth in revenue from Colocation, Lease Amendments and New Sites partially offsetting the initial impact of the new financial terms in the renewed and extende

November 12, 2024 EX-99.1

IHS Holding Limited Announces Potential Dual-Tranche Senior Notes Offering

Exhibit 99.1 IHS Holding Limited Announces Potential Dual-Tranche Senior Notes Offering November 12, 2024, London: IHS Holding Limited (NYSE: IHS), (“IHS Towers”), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, rated B+ (Stable) by S&P and B+ (Stable) by Fitch, has mandated Citi, Goldman Sachs Bank Europe SE, Ra

November 12, 2024 EX-99.2

DATED 7 October 2024 Facilities Agreement IHS Holding Limited as Company FirstRand Bank Limited (acting through its Rand Merchant Bank division) as Coordinator FirstRand Bank Limited (acting through its Rand Merchant Bank division) as Bookrunner and

Exhibit 99.2 DATED 7 October 2024 Facilities Agreement between IHS Holding Limited as Company FirstRand Bank Limited (acting through its Rand Merchant Bank division) as Coordinator FirstRand Bank Limited (acting through its Rand Merchant Bank division) as Bookrunner and Initial Mandated Lead Arranger The Financial Institutions listed in Part 2 of Schedule 1 as Mandated Lead Arrangers and Lead Arra

November 12, 2024 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 2024 Commission File Number: 001-4087

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 2024 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 o

November 12, 2024 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, 2024 Commission File Number: 001-408

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, 2024 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

October 16, 2024 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 October 2024 Commission File Number: 001-40876

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 October 2024 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

August 13, 2024 EX-99.1

13, 14

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Interim Financial Statements 8 Condensed Consolidated Statement of Loss and Other Comprehensive (Loss)/Income (Unaudited) 9 Condensed Consolidated Statement of Financial Position (Unaudited) 10 Condensed Consolidated Statement of Changes in Equity (Unaudited) 11 Condensed Consolidated Statement of Cash Flo

August 13, 2024 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 August, 2024 Commission File Number: 001-40876

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 August, 2024 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

August 13, 2024 EX-99.1

Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – SECOND QUARTER 2024 ● Revenue of $435.4 million increased 4.2% compared to the first quarter of 2024. Revenue decreased by 20.3% (or increased by 69.3% organically) compared to the second quarter of 2023, reflecting a $490.0 million year-on-year foreign exchange (“FX”) hea

August 13, 2024 EX-99.3

Unsecured NGN RCF Agreement – Amendment 2

Exhibit 99.3 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To: Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 5 August 2024 Unsecured NGN RCF Agreement – Amendment 2 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 55,000,000,000 revolving credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V. (“Holdco”), each of

August 13, 2024 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 August, 2024 Commission File Number: 001-40876

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 August, 2024 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

August 13, 2024 EX-99.2

Unsecured NGN Term Facility Agreement – Amendment 2

Exhibit 99.2 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To: Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 5 August 2024 Unsecured NGN Term Facility Agreement – Amendment 2 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 165,000,000,000 term credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V. (“Holdco”), e

August 7, 2024 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 August, 2024 Commission File Number: 001-40876

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 August, 2024 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

August 7, 2024 EX-99.1

IHS Towers Announce Renewals and Extensions on all MTN Nigeria Tower Master Lease Agreements Renewals Cover Approximately 13,500 Tenancies Through to End of 2032 Reaffirms Long-Term Partnership with MTN and Criticality of IHS Infrastructure in Enabli

Exhibit 99.1 IHS Towers Announce Renewals and Extensions on all MTN Nigeria Tower Master Lease Agreements Renewals Cover Approximately 13,500 Tenancies Through to End of 2032 Reaffirms Long-Term Partnership with MTN and Criticality of IHS Infrastructure in Enabling Mobile Connectivity August 7, 2024, London: IHS in Nigeria, a subsidiary of IHS Holding Limited (NYSE:IHS) ("IHS Towers"), one of the

June 28, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2024 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2024 Commission File Number: 001-40876 IHS Holding Limited (Exact Name of Registrant as Specified in Its Charter) 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom

June 28, 2024 EX-99.1

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association IHS holding Limited (ADOPTED BY SPECIAL RESOLUTION DATED JUNE 28, 2024)

Exhibit 99.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of IHS holding Limited (ADOPTED BY SPECIAL RESOLUTION DATED JUNE 28, 2024) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended AND restated MEMORANDUM of ASSOCIATION OF IHS holding Limited (adopted by special resolution dated June 28, 2024) 1. The name of the company is

May 28, 2024 EX-99.1

IHS Towers Publishes 2023 Sustainability Report

Exhibit 99.1 IHS Towers Publishes 2023 Sustainability Report May 28, 2024, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers”) group, one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, has today published its 2023 Sustainability Report. The report covers sustainability activities from January 1, 2023 to December

May 28, 2024 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 May 2024 Commission File Number: 001-40876 IHS

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 May 2024 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 pri

May 21, 2024 EX-99.3

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DAT

Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V51177-P12655 1. To elect Frank Dangeard and Phuthuma Nhleko to serve as Class I Directors until the Company’s annual general meeting

May 21, 2024 EX-99.1

IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2024

Exhibit 99.1 May 21, 2024 Dear Shareholders: On behalf of the Board of Directors, I cordially invite you to attend the annual general meeting of shareholders for the year ended December 31, 2024 (the “AGM”) of IHS Holding Limited (the “Company”), which will be held at 1:00 pm London time on June 28, 2024 at the offices of Latham & Watkins LLP located at 99 Bishopsgate, London, EC2M 3XF, United Kin

May 21, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-40876 IHS Holding Limited (Exact Name of Registrant as Specified in Its Charter) 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom (

May 21, 2024 EX-99.2

Your Vote Counts! IHS HOLDING LIMITED 1 CATHEDRAL PIAZZA 123 VICTORIA STREET LONDON, SW1E 5BP UNITED KINGDOM IHS HOLDING LIMITED 2024 Annual General Meeting Vote by June 27, 2024 11:59 PM ET Vote in Person at the Meeting* June 28, 2024 1:00 PM London

Exhibit 99.2 Your Vote Counts! IHS HOLDING LIMITED 1 CATHEDRAL PIAZZA 123 VICTORIA STREET LONDON, SW1E 5BP UNITED KINGDOM IHS HOLDING LIMITED 2024 Annual General Meeting Vote by June 27, 2024 11:59 PM ET Vote in Person at the Meeting* June 28, 2024 1:00 PM London Time The offices of Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF, United Kingdom *Please check the meeting materials for any spec

May 14, 2024 EX-99.3

IHS Holding 2022 Bullet Term Loan – Amendment 4

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 / Alessandra Torio Scaglia 22 April 2024 IHS Holding 2022 Bullet Term Loan – Amendment 4 Dear Sirs 1. Introduction 1.1 We refer to the US$430,000,000 term loan facility agreement originally dated

May 14, 2024 EX-99.1

13, 14

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Interim Financial Statements 8 Condensed Consolidated Statement of (Loss)/Income and Other Comprehensive Income (Unaudited) 9 Condensed Consolidated Statement of Financial Position (Unaudited) 10 Condensed Consolidated Statement of Changes in Equity (Unaudited) 11 Condensed Consolidated Statement of Cash F

May 14, 2024 EX-99.2

IHS Holding 2022 Bullet Term Loan – Amendment 3

Exhibit 99.2 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 22 March 2024 IHS Holding 2022 Bullet Term Loan – Amendment 3 Dear Sirs 1. Introduction 1.1 We refer to the US$430,000,000 term loan facility agreement originally dated 28 October 2022, as amended

May 14, 2024 EX-99.1

Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – FIRST QUARTER 2024 ● Revenue of $417.7 million decreased 30.7% (or increased 35.5% organically) reflecting a $399.1 million year-on-year foreign exchange (“FX”) headwind largely as a result of the 64.9% devaluation of the Nigerian Naira (“NGN”) when comparing the first quar

May 14, 2024 EX-99.4

IHS Holding 2022 RCF– Amendment 1

Exhibit 99.4 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 21 March 2024 IHS Holding 2022 RCF– Amendment 1 Dear Sirs 1. Introduction 1.1 We refer to the an up to US$300,000,000 revolving credit facility agreement originally dated 30 March 2020, as amended

May 14, 2024 EX-99.5

IHS Holding 2020 RCF – Amendment 2

Exhibit 99.5 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 / Alessandra Torio Scaglia 22 April 2024 IHS Holding 2020 RCF – Amendment 2 Dear Sirs 1.Introduction 1.1 We refer to the up to US$300,000,000 revolving credit facility agreement originally dated 30

May 14, 2024 EX-99.6

IHS Holding 2024 SCB Term Loan – Amendment 1

Exhibit 99.6 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com To: Standard Chartered Bank (the “Facility Agent”) Attention: RaviKumar Eswar Tony Pinches 22 March 2024 IHS Holding 2024 SCB Term Loan – Amendment 1 Dear Sirs 1.Introduction 1.1 We refer to the US$270000,000 term loan facility agreement originally dated 8 March 2024, as amende

May 14, 2024 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 May, 2024 Commission File Number: 001-40876 IH

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 May, 2024 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 pr

May 14, 2024 EX-99.7

IHS Holding 2024 SCB Term Loan – Amendment 2

Exhibit 99.7 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com To: Standard Chartered Bank (the “Facility Agent”) Attention : RaviKumar Eswar Tony Pinches 18 April 2024 IHS Holding 2024 SCB Term Loan – Amendment 2 Dear Sirs 1. Introduction 1.1 We refer to the US$270,000,000 term loan facility agreement originally dated 8 March 2024, as ame

May 14, 2024 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 May, 2024 Commission File Number: 001-40876 IH

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 May, 2024 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 pr

March 12, 2024 EX-4.15

DATED 8 MARCH 2024 Facility Agreement USD 270,000,000 Term Credit Facility IHS Holding Limited as Company Standard Chartered Bank as Arranger The Financial Institutions as Original Lenders Each Entity listed in Part 2 of Schedule 1 as Original Facili

Exhibit 4.15 DATED 8 MARCH 2024 Facility Agreement USD 270,000,000 Term Credit Facility between IHS Holding Limited as Company Standard Chartered Bank as Arranger The Financial Institutions as Original Lenders Each Entity listed in Part 2 of Schedule 1 as Original Facility Guarantors and Standard Chartered Bank as Facility Agent White & Case LLP PO Box 9705 Level 9, ICD Brookfield, Al Mustaqbal St

March 12, 2024 EX-12.1

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steve Howden, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, th

March 12, 2024 EX-97.1

IHS GROUP POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (CLAWBACK POLICY) VER.1 – NOVEMBER 2023

Exhibit 97.1 IHS GROUP POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (CLAWBACK POLICY) VER.1 – NOVEMBER 2023 Table of Contents INDEX 1 INTRODUCTION 3 2 PURPOSE 3 3 SCOPE 3 4 DEFINITIONS & ACRONYMS 3 5 POLICY STATEMENT 5 2 Table of Contents 1 INTRODUCTION Listing rules and standards in the United States of America (US) require issuers to develop and implement a policy providing for the re

March 12, 2024 EX-12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steve Howden, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, th

March 12, 2024 EX-4.14

Unsecured NGN RCF Agreement – Amendment 1

Exhibit 4.14 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To:Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 15 February 2024 Unsecured NGN RCF Agreement – Amendment 1 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 55,000,000,000 revolving credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V (“Holdco”), each o

March 12, 2024 EX-13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2023, as filed with the Securities and Exchange Commis

March 12, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

March 12, 2024 EX-99.1

Segment Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – FOURTH QUARTER 2023 ● Revenue of $509.8 million decreased 3.1% (or increased 48.4% organically) reflecting a $271.8 million year-on-year foreign exchange (“FX”) headwind largely as a result of the 75.3% devaluation of the Nigerian Naira (“NGN”) when comparing

March 12, 2024 EX-13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2023, as filed with the Securities and Exchange Commis

March 12, 2024 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 March, 2024 Commission File Number: 001-40876

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 March, 2024 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

March 12, 2024 EX-4.12

IHS Holding 2022 Bullet Term Loan – Amendment 2

Exhibit 4.12 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 5 February 2024 IHS Holding 2022 Bullet Term Loan – Amendment 2 Dear Sirs 1. Introduction 1.1 We refer to the US$500,000,000 term loan facility agreement originally dated 28 October 2022, as amended

March 12, 2024 EX-4.13

Unsecured NGN Term Facility Agreement – Amendment 1

Exhibit 4.13 IHS Netherlands Holdco B.V. Herikerbergweg 88 1101 CM Amsterdam To:Ecobank Nigeria Limited (the “Facility Agent”) Attention : Olakunle Lowo 15 February 2024 Unsecured NGN Term Facility Agreement – Amendment 1 Dear Sirs 1. Introduction 1.1 We refer to the up to NGN 165,000,000,000 term credit facility dated 3 January 2023 between, amongst others, IHS Netherlands Holdco B.V (“Holdco”),

March 12, 2024 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 12, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form

February 22, 2024 SC 13G/A

IHS / IHS Holding Limited / ECP Manager LP - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0200381-13ga2ecpihshold.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* IHS HOLDING LIMITED (Name of Issuer) Ordinary Shares, par value USD 0.30 per share (Title of Class of Securities) G4701H109 (CUSIP Number) December 31, 2023 (Date of Event Which Req

January 16, 2024 EX-99.1

IHS Towers and Wendel Group Agree on Corporate Governance Matters Enter into Settlement Agreement, Settling Outstanding Litigation

Exhibit 99.1 IHS Towers and Wendel Group Agree on Corporate Governance Matters Enter into Settlement Agreement, Settling Outstanding Litigation January 16, 2024, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, and Wendel Group (ENXTPA:MF) (“

January 16, 2024 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 January, 2024 Commission File Number: 001-4087

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 January, 2024 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 o

November 14, 2023 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: 001-408

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

November 14, 2023 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: 001-408

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

November 14, 2023 EX-99.3

IHS Holding 2022 Bullet Term Loan – Amendment 1

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

November 14, 2023 EX-99.2

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

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

November 14, 2023 EX-99.1

Segment Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – THIRD QUARTER 2023 ● Revenue of $467.0 million decreased 10.4% (or increased 30.6% organically) reflecting a $214.5 million year on year foreign exchange (“FX”) headwind largely as a result of the 78.2% devaluation of the Nigerian Naira (“NGN”) ● Adjusted EBITDA of $232.0 m

November 14, 2023 EX-99.1

Maturity date

Table of Contents 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 (Unaudi

October 13, 2023 CORRESP

IHS Holding Limited

IHS Holding Limited 1 Cathedral Piazza London SW1E 5BP www.ihstowers.com October 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Ernest Greene Jean Yu Re: IHS Holding Ltd. Form 20-F for Fiscal Year Ended December 31, 2022 Filed on March 28, 2023 Response Letter Dated September 26, 2023 Fil

September 8, 2023 EX-99.1

IHS Holding Issues Statement Regarding Renewals in Nigeria

Exhibit 99.1 IHS Holding Issues Statement Regarding Renewals in Nigeria September 8, 2023, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, today issued the following statement: On September 7, 2023, MTN Nigeria Communications PLC (MTN) issue

September 8, 2023 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 September, 2023 Commission File Number: 001-40

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 September, 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

September 8, 2023 CORRESP

2 of 4

www.ihstowers.com IHS Holding Limited 1 Cathedral Piazza London SW1E 5BP www.ihstowers.com September 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Ernest Greene Jean Yu Re: IHS Holding Limited CIK No. 0001876183 Form 20-F for Fiscal Year Ended December 31, 2022 Filed on March 28, 2023 Fil

August 15, 2023 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 August, 2023 Commission File Number: 001-40876

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 August, 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

August 15, 2023 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 August, 2023 Commission File Number: 001-40876

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 August, 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

August 15, 2023 EX-99.1

Segment Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – SECOND QUARTER 2023 ● Revenue of $546.2 million increased 16.8% (or 29.7% organically) ● Adjusted EBITDA of $303.7 million (55.6% Adjusted EBITDA Margin) increased 27.0% ● Loss for the period was $1,248.3 million ● Cash from operations was $264.1 million ● Recurring Levere

August 15, 2023 EX-99.1

Maturity date

Table of Contents 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 (Unaudi

May 24, 2023 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 May 2023 Commission File Number: 001-40876 IHS

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 May 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 pri

May 24, 2023 EX-99.1

IHS Towers Publishes 2022 Sustainability Report

Exhibit 99.1 IHS Towers Publishes 2022 Sustainability Report May 24, 2023, London: IHS Holding Limited (NYSE: IHS) (“IHS Towers”), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, has today published its 2022 Sustainability Report. The report covers sustainability activities from January 1, 2022 to December 31, 20

May 23, 2023 EX-99.1

Maturity date

Table of Contents Exhibit 99.1 TABLE OF CONTENTS Page PART I —FINANCIAL INFORMATION Item 1. Financial Statements 7 Condensed Consolidated Statement of Income and Other Comprehensive Income (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)

May 23, 2023 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 May, 2023 Commission File Number: 001-40876 IH

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 May, 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 pr

May 23, 2023 EX-99.1

Segment Adjusted EBITDA

EX-99.1 2 tmb-20230523xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – FIRST QUARTER 2023 ● Revenue of $602.5 million increased 35.1% (or 38.0% organically) ● Adjusted EBITDA of $335.4 million (55.7% Adjusted EBITDA Margin) increased 37.0% ● Profit for the period was $7.7 million ● Cash from operations

May 23, 2023 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 May, 2023 Commission File Number: 001-40876 IH

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 May, 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 pr

April 28, 2023 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 April, 2023 Commission File Number: 001-40876

6-K 1 tm2313333d16k.htm FORM 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 April, 2023 Commission File Number: 001-40876 IHS Holding Limited (Translation of registrant’s name into English) 1 Cathedral Piazza 123 Victoria Street London SW1

April 28, 2023 EX-99.1

ihs holding limited (The “Company”) (incorporated in the Cayman Islands with limited liability) (NYSE Ticker: IHS) NOTICE OF Annual GENERAL MEETING to be held on June 7, 2023 (or any adjournment thereof)

Exhibit 99.1 ihs holding limited (The “Company”) (incorporated in the Cayman Islands with limited liability) (NYSE Ticker: IHS) NOTICE OF Annual GENERAL MEETING to be held on June 7, 2023 (or any adjournment thereof) NOTICE is hereby given that the Annual General Meeting (the “AGM”) of the Company will be held at 8.30 a.m. E.T. (1.30 p.m. U.K. time) on June 7, 2023 at 190 Elgin Avenue, George Town

March 28, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

March 28, 2023 EX-13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commis

March 28, 2023 EX-4.9

DATED 3 JANUARY 2023 Unsecured NGN Revolving Credit Facility Agreement 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 Access Ba

Exhibit 4.9 EXECUTION VERSION DATED 3 JANUARY 2023 Unsecured NGN Revolving Credit Facility Agreement 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 Access Bank Plc Ecobank Nigeria Limited Rand Merchant Bank Nigeria Limited United Bank for Africa Plc as Mandated Lead Ar

March 28, 2023 EX-2.7

DESCRIPTION OF SECURITIES

Exhibit 2.7 DESCRIPTION OF SECURITIES The following is a description of the material terms of our amended and restated memorandum and articles of association (the “Articles”) which became effective upon our migration from a Republic of Mauritius incorporated private limited liability company to an exempted company limited by shares under the Companies Act of the Cayman Islands (the “Migration”) an

March 28, 2023 EX-4.8

DATED 3 JANUARY 2023 Unsecured NGN Term Facility Agreement 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 Access Bank Plc Ecoba

Exhibit 4.8 EXECUTION VERSION DATED 3 JANUARY 2023 Unsecured NGN Term Facility Agreement 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 Access Bank Plc Ecobank Nigeria Limited Rand Merchant Bank Nigeria Limited United Bank for Africa Plc as Mandated Lead Arrangers Ecob

March 28, 2023 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15.1 11 tmb-20221231xex15d1.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 28, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears

March 28, 2023 EX-13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of IHS Holding Limited (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commis

March 28, 2023 EX-12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sam Darwish, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “company”); 2. Based on my knowledge, thi

March 28, 2023 EX-99.1

Segment Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – FOURTH QUARTER 2022 ● Revenue of $526.2 million increased 26.6% (or 23.5% organically) ● Adjusted EBITDA of $272.7 million (51.8% Adjusted EBITDA Margin) increased 25.9% ● Loss for the period was $273.6 million ● Cash from operations was $289.3 million ● Recu

March 28, 2023 EX-1.1

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION IHS HOLDING LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED 13 OCTOBER 2021)

EXHIBIT 1.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IHS HOLDING LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED 13 OCTOBER 2021) REF: AB/SW/I1308-148306 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IHS HOLDING LIMITED (ADOPTED BY SPECIAL RESOLUTION DATED 13 OCTOBER 2021) 1.

March 28, 2023 EX-12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steve Howden, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “company”); 2. Based on my knowledge, th

March 28, 2023 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 March, 2023 Commission File Number: 001-40876

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 March, 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

February 14, 2023 SC 13G/A

IHS / IHS Holding Limited Ordinary Shares / ECP Manager LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173583-13ga1ecpihsholding.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* IHS HOLDING LIMITED (Name of Issuer) Ordinary Shares, par value USD 0.30 per share (Title of Class of Securities) G4701H109 (CUSIP Number) December 31, 2022 (Date of Event Which R

February 13, 2023 SC 13G/A

IHS / IHS Holding Limited Ordinary Shares / Wendel SE - AMENDMENT TO SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* IHS Holding Limited (Name of Issuer) Ordinary shares, $0.30 par value per share (Title of Class of Securities) G4701H109 (CUSI

January 4, 2023 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 January 2023 Commission File Number: 001-40876

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 January 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

November 15, 2022 EX-99.2

Waiver letter relating to the Facility Agreement (as defined below)

Exhibit 99.2 ? IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com ? ? To:Ecobank Nigeria Limited (the ?Facility Agent?) ? 6 September 2022 ? Dear Sirs ? Waiver letter relating to the Facility Agreement (as defined below) ? 1. Introduction ? 1.1 We refer to the US$1,000,000,000 equivalent credit facilities agreement originally dated 3 Septem

November 15, 2022 EX-99.3

Extension Request Notice relating to the Facility Agreement (as defined below)

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?) ? 14 September 2022 ? Dear Sirs ? Extension Request Notice relating to the Facility Agreement (as defined below) ? 1. Introduction ? 1.1 We refer to the up to US$300,000,000 revolving credit facility agreement origina

November 15, 2022 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, 2022 Commission File Number: 001-408

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, 2022 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

November 15, 2022 EX-99.1

Risk discussion and response

Table of Contents ? ? ? ? ? Exhibit 99.1 TABLE OF CONTENTS ? ? Page PART I ?FINANCIAL INFORMATION ? ? ? Item 1. Financial Statements 7 ? ? Condensed Consolidated Statement of (Loss)/Income and Other Comprehensive Loss (Unaudited) 8 ? ? Condensed Consolidated Statement of Financial Position (Unaudited) 9 ? ? Condensed Consolidated Statement of Changes in Equity (Unaudited) 10 ? ? Condensed Consolid

November 15, 2022 EX-99.1

Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS – THIRD QUARTER 2022 ● Revenue increased 30.2% (or 23.1% organically) to $521.3 million ● Adjusted EBITDA was $274.7 million and Adjusted EBITDA margin was 52.7% ● Loss for the period was $52.5 million ● Cash from operations was $294.2 million ● Recurring Levered Free Cash Fl

November 15, 2022 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, 2022 Commission File Number: 001-408

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, 2022 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

November 15, 2022 EX-99.4

DATED 28 October 2022 Facility Agreement USD 600,000,000 Term Credit Facility IHS Holding Limited as Company Citibank, N.A., London Branch as Coordinator Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank N.A.,

Exhibit 99.4 ? EXECUTION VERSION ? ? DATED 28 October 2022 ? Facility Agreement ? ? USD 600,000,000 Term Credit Facility ? between ? ? IHS Holding Limited as Company ? ? Citibank, N.A., London Branch as Coordinator ? ? 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 Merch

November 3, 2022 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 2022 Commission File Number: 001-4087

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 2022 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 o

November 3, 2022 EX-99.1

IHS Holding Limited Enters into $600 Million Three-Year Bullet-Term Loan

Exhibit 99.1 IHS Holding Limited Enters into $600 Million Three-Year Bullet-Term Loan November 3, 2022, London: IHS Holding Limited (NYSE: IHS) (?IHS Towers?), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, entered into a new $600 million three-year bullet-term loan on October 28, 2022, of which $370 million is

October 28, 2022 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A Amendment No. 1 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (as amended Octobe

6-K/A 1 tmb-20221028x6ka.htm 6-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A Amendment No. 1 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 (as amended October, 2022) Commission File Number: 001-40876 IHS Holding Limited (Translation of registrant’s name

October 24, 2022 EX-99.1

IHS Towers Announces Carbon Reduction Roadmap; Includes 50% Emissions Intensity Reduction Target by 2030

EXHIBIT 99.1 IHS Towers Announces Carbon Reduction Roadmap; Includes 50% Emissions Intensity Reduction Target by 2030 October 24, 2022, London: IHS Holding Limited (NYSE: IHS) (?IHS Towers?), one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower count, has today announced its Carbon Reduction Roadmap. The Carbon Reduction Roa

October 24, 2022 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 October 2022 Commission File Number: 001-40876

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 October 2022 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

August 16, 2022 EX-15.1

Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Exhibit 15.1 ? ? CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ? ? We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 15, 2022, except for the effects of the restatement discussed in Note 2.24 to the consolidated financial statements, as to which the date is August 16, 2022, rela

August 16, 2022 EX-99.2

Extension Request Notice and amendment letter relating to the Facility Agreement (as defined below)

Exhibit 99.2 ? ? ? IHS Holding Limited Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com ? ? ? To:Standard Chartered Bank (the ?Facility Agent?) ? ? 26 May 2022 ? ? Dear Sirs ? Extension Request Notice and amendment letter relating to the Facility Agreement (as defined below) 1. Introduction ? 1.1 We refer to the up to US$500,000,000 bridge facility agreement o

August 16, 2022 EX-99.1

Adjusted EBITDA

Exhibit 99.1 ? ? ? ? FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS ? SECOND QUARTER 2022 ? Revenue increased 16.4% (or 9.9% organically) to $467.7 million ? Adjusted EBITDA was $239.1 million and Adjusted EBITDA margin was 51.1% ? Loss for the period was $177.5 million ? Cash from operations was $216.8 million ? Recurring Levered Fr

August 16, 2022 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 August 2022 Commission File Number: 001-40876

? ? ? 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 August 2022 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 (Addre

August 16, 2022 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No.1)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 16, 2022 EX-12.2

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steve Howden, Chief Financial Officer, certify that: 1.I have reviewed this annual report on Form 20-F/A of IHS Holding Limited (the “Company”); 2.Based on my knowledge, th

August 16, 2022 EX-99.1

Risk discussion and response

Exhibit 99.1 ? Table of Contents ? ? TABLE OF CONTENTS ? ? Page PART I ?FINANCIAL INFORMATION ? ? ? Item 1. Financial Statements 7 ? ? Condensed Consolidated Statement of (Loss)/Income and Other Comprehensive (Loss)/Income (Unaudited) 8 ? ? Condensed Consolidated Statement of Financial Position (Unaudited) 9 ? ? Condensed Consolidated Statement of Changes in Equity (Unaudited) 10 ? ? Condensed Con

August 16, 2022 EX-13.2

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F/A of IHS Holding Limited (the “Company”) for the year ended December 31, 2021, as filed with the Securities and Exchange Comm

August 16, 2022 EX-2.2

Registration Rights Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited

Exhibit 2.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of 13 October, 2021 by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including any successors, the ?Company?), and each of the Holders (as defined below) identified on Schedule A attached hereto (the ?Schedule of Investors?)

August 16, 2022 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 August, 2022 Commission File Number: 001-40876

? ? ? 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 August, 2022 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 (Addr

August 16, 2022 EX-12.1

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 ? IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com ? CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sam Darwish, Chief Executive Officer, certify that: 1.I have reviewed this annual report on Form 20-F/A of IHS Holding Limited (the ?Company?); 2.Based on my knowledge,

August 16, 2022 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 August, 2022 Commission File Number: 001-40876

? ? ? 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 August, 2022 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 (Addr

August 16, 2022 EX-13.1

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 ? IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com ? CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ? In connection with the Annual Report on Form 20-F/A of IHS Holding Limited (the ?Company?) for the year ended December 31, 2021, as filed with the Securities and Exchang

August 16, 2022 EX-2.3

Shareholders’ Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited

Exhibit 2.3 ? SHAREHOLDERS AGREEMENT OF IHS HOLDING LIMITED THIS SHAREHOLDERS AGREEMENT, dated as of 13 October 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), is entered into by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including

August 16, 2022 EX-2.7

Description of Securities

Exhibit 2.7 DESCRIPTION OF SECURITIES The following is a description of the material terms of our amended and restated memorandum and articles of association (the ?Articles?) which became effective upon our migration from a Republic of Mauritius incorporated private limited liability company to an exempted company limited by shares under the Companies Act of the Cayman Islands (the ?Migration?) an

August 16, 2022 EX-2.6

Indenture, dated as of November 29, 2021, among IHS Holding Limited., as issuer, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited, Nigeria Tower Interco B.V., as guarantors, Lucid Trustee Services Limited, as Trustee, and Citibank N.A. London Branch, as Principal Paying Agent, Transfer Agent and Registrar

Exhibit 2.6 ? ? ? CLIFFORD CHANCE LLP ? ? ? ? ? ? DATED AS OF NOVEMBER 29, 2021 IHS HOLDING LIMITED, AS THE ISSUER EACH OF THE GUARANTORS PARTY HERETO AS GUARANTORS LUCID TRUSTEE SERVICES LIMITED, AS TRUSTEE AND CITIBANK N.A., LONDON BRANCH, AS PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR ? ? SENIOR NOTES INDENTURE 5.625% SENIOR NOTES DUE 2026 6.250% SENIOR NOTES DUE 2028 ? ? ? ? ? ? ? TAB

May 17, 2022 EX-99.1

Adjusted EBITDA

Exhibit 99.1 ? ? ? ? FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS ? FIRST QUARTER 2022 ? Revenue increased 23.4% (or 21.5% organically) to $446.1 million ? Adjusted EBITDA was $244.9 million and Adjusted EBITDA margin was 54.9% ? Profit for the period was $16.9 million ? Cash from operations was $166.6 million ? Recurring Levered Fr

May 17, 2022 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 May, 2022 Commission File Number: 001-40876 IH

? ? ? 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 May, 2022 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

May 17, 2022 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 May, 2022 Commission File Number: 001-40876 IH

6-K 1 tmb-20220517x6k.htm 6-K Table of Contents 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 May, 2022 Commission File Number: 001-40876 IHS Holding Limited (Translation of registrant’s name into English) 1 Cathedral Piazza 123 Victoria Stre

April 22, 2022 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 April, 2022 Commission File Number: 001-40876

? ? 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 April, 2022 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

April 22, 2022 EX-99.1

IHS HOLDING LIMITED (THE “COMPANY”) (Registered by way of continuation in the Cayman Islands with limited liability) (NYSE TICKER: IHS) NOTICE OF ANNUAL GENERAL MEETING to be held on June 1, 2022 (or any adjournment thereof)

? Exhibit 99.1 IHS HOLDING LIMITED (THE ?COMPANY?) (Registered by way of continuation in the Cayman Islands with limited liability) (NYSE TICKER: IHS) NOTICE OF ANNUAL GENERAL MEETING to be held on June 1, 2022 (or any adjournment thereof) NOTICE is hereby given that the 2022 Annual General Meeting (the ?AGM?) of the Company will be held at 10 a.m. E.T. (3 p.m. U.K. time) on June 1, 2022 at 190 El

March 15, 2022 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2022 EX-15.1

Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Exhibit 15.1 ? CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260317) of IHS Holding Limited of our report dated March 15, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP London, United Kingdom March 15, 2022

March 15, 2022 EX-12.2

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Adam Walker, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, thi

March 15, 2022 EX-99.1

Three months ended

Exhibit 99.1 ? ? ? ? FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS CONSOLIDATED HIGHLIGHTS ? FOURTH QUARTER 2021 ? Completed $378 million IPO on the NYSE on October 14, 2021 ? Issued $500 million aggregate principal amount of 5.625% Senior Notes due 2026 and $500 million aggregate principal amount of 6.25% Senior Notes due 2028 on November 18

March 15, 2022 EX-12.1

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sam Darwish, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of IHS Holding Limited (the “Company”); 2. Based on my knowledge, thi

March 15, 2022 EX-2.2

Registration Rights Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited

Exhibit 2.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of 13 October, 2021 by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including any successors, the ?Company?), and each of the Holders (as defined below) identified on Schedule A attached hereto (the ?Schedule of Investors?)

March 15, 2022 EX-2.7

Description of Securities

Exhibit 2.7 DESCRIPTION OF SECURITIES The following is a description of the material terms of our amended and restated memorandum and articles of association (the ?Articles?) which became effective upon our migration from a Republic of Mauritius incorporated private limited liability company to an exempted company limited by shares under the Companies Act of the Cayman Islands (the ?Migration?) an

March 15, 2022 EX-2.3

Shareholders’ Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited

Exhibit 2.3 ? SHAREHOLDERS AGREEMENT OF IHS HOLDING LIMITED THIS SHAREHOLDERS AGREEMENT, dated as of 13 October 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), is entered into by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including

March 15, 2022 EX-13.1

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of IHS Holding Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commis

March 15, 2022 EX-13.2

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London, SW1E 5BP United Kingdom www.ihstowers.com CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of IHS Holding Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commis

March 15, 2022 EX-2.6

Indenture, dated as of November 29, 2021, among IHS Holding Limited., as issuer, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, INT Towers Limited, Nigeria Tower Interco B.V., as guarantors, Lucid Trustee Services Limited, as Trustee, and Citibank N.A. London Branch, as Principal Paying Agent, Transfer Agent and Registrar

Exhibit 2.6 ? ? ? CLIFFORD CHANCE LLP ? ? ? ? ? ? DATED AS OF NOVEMBER 29, 2021 IHS HOLDING LIMITED, AS THE ISSUER EACH OF THE GUARANTORS PARTY HERETO AS GUARANTORS LUCID TRUSTEE SERVICES LIMITED, AS TRUSTEE AND CITIBANK N.A., LONDON BRANCH, AS PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR ? ? SENIOR NOTES INDENTURE 5.625% SENIOR NOTES DUE 2026 6.250% SENIOR NOTES DUE 2028 ? ? ? ? ? ? ? TAB

March 15, 2022 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 March, 2022 Commission File Number: 001-40876

? ? ? 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 March, 2022 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 (Addre

February 28, 2022 EX-99.1

IHS Towers Appoints Colby Synesael as Senior Vice President of Communications

? Exhibit 99.1 ? ? ? IHS Towers Appoints Colby Synesael as Senior Vice President of Communications ? February 28, 2022, London and New York: IHS Holding Limited (NYSE: IHS) (?HIS Towers?), one of the largest independent owners, operators and developers of shared telecommunications infrastructure in the world by tower count, today announces the appointment of Colby Synesael as Senior Vice President

February 28, 2022 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 February, 2022 Commission File Number: 001-408

? ? ? 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 February, 2022 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 (Ad

February 15, 2022 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat

February 15, 2022 SC 13G

IHS / IHS Holding Limited Ordinary Shares / ECP Manager LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IHS HOLDING LIMITED (Name of Issuer) Ordinary Shares, par value USD 0.30 per share (Title of Class of Securities) G4701H109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 15, 2022 SC 13G

IHS / IHS Holding Limited Ordinary Shares / GIC Private Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * IHS Holding Limited (Name of Issuer) Ordinary shares, par value $0.30 per share (Title of Class of Securities) G4701H109 (CUSIP Number) December 31, 2021 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to designate t

February 15, 2022 EX-99.1

Joint Filing Agreement

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat

February 15, 2022 SC 13G

IHS / IHS Holding Limited Ordinary Shares / Korea Investment CORP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IHS HOLDING LIMITED (Name of Issuer) Ordinary Shares, par value USD 0.30 per share (Title of Class of Securities) G4701H109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2022 SC 13G

IHS / IHS Holding Limited Ordinary Shares / Wendel SE - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* IHS Holding Limited (Name of Issuer) Ordinary shares, $0.30 par value per share (Title of Class of Securities) G4701H109 (CUSIP Number) December

February 14, 2022 EX-99.1

AGREEMENT OF JOINT FILING

IHS Holding Limited SC 13G Exhibit 99.1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 14th day of February 2022, by and between Wendel SE, Oranje-Nassau D?veloppement S.C.A. FIAR and Africa Telecom Towers S.C.S. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the ord

February 14, 2022 SC 13G

IHS / IHS Holding Limited Ordinary Shares / Mobile Telephone Networks Holdings Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 IHS Holding Limited (Name of Issuer) Ordinary Shares (Title of Class of Securities) G4701H109* (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

January 24, 2022 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 January, 2022 Commission File Number: 001-4087

? ? ? 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 January, 2022 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 (Add

January 24, 2022 EX-99.1

---ENDS---

Exhibit 99.1 ? ? ? ? IHS Towers continues to scale its Brazilian operations through the acquisition of GTS? SP5 portfolio comprising 2,115 towers January 24, 2022, London/S?o Paulo: IHS Holding Limited (NYSE: IHS) (?IHS Towers?), one of the largest independent owners, operators, and developers of shared telecommunications infrastructure in the world by tower count, has signed an agreement to acqui

January 4, 2022 EX-99.1

IHS Towers Appoints Bill Bates as Senior Vice President and Chief Strategy Officer

? Exhibit 99.1 ? ? ? IHS Towers Appoints Bill Bates as Senior Vice President and Chief Strategy Officer ? January 4, 2022, London: IHS Holding Limited (?IHS Towers?), one of the largest independent owners, operators and developers of shared telecommunications infrastructure in the world by tower count, today announces the appointment of Bill Bates as Senior Vice President and Chief Strategy Office

January 4, 2022 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, 2021 Commission File Number: 001-408

? ? ? 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, 2021 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 (Ad

November 18, 2021 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, 2021 Commission File Number: 001-408

? ? 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, 2021 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 (Addr

November 18, 2021 EX-99.1

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF IHS HOLDING LIMITED. NOT FOR DISTRI

Exhibit 99.1 THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF IHS HOLDING LIMITED. NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHIC

November 17, 2021 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, 2021 Commission File Number: 001-408

? ? ? 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, 2021 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 (Ad

November 17, 2021 EX-99.1

IHS Towers Signs Telecom Tower Acquisition Sale and Lease Back Agreement with MTN in South Africa

Exhibit 99.1 ? ? IHS Towers Signs Telecom Tower Acquisition Sale and Lease Back Agreement with MTN in South Africa November 17, 2021, London/Johannesburg: IHS Holding Limited (?IHS Towers?), one of the largest independent owners, operators, and developers of shared telecommunications infrastructure in the world by tower count has signed agreements to acquire 5,709 telecommunication towers in South

November 16, 2021 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, 2021 Commission File Number: 001-408

? ? ? 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, 2021 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 (Ad

November 16, 2021 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, 2021 Commission File Number: 001-408

? ? ? 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, 2021 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 (Ad

November 16, 2021 EX-99.1

$’000

EX-99.1 2 tmb-20211116xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE IHS HOLDING LIMITED REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS (UNAUDITED) CONSOLIDATED HIGHLIGHTS – THIRD QUARTER 2021 ● Completed $378 million IPO on the NYSE on October 14, 2021 ● Revenue increased 8.7% (or 11.8% organically) to $401 million. The third quarter of 2020 was positively impacted by a one-time revenue cat

November 16, 2021 EX-99.1

IHS Holding Limited Announces Intention to Access the International Bond Market with a New Dual Tranche Transaction

Exhibit 99.1 ? ? ? ? ? IHS Holding Limited Announces Intention to Access the International Bond Market with a New Dual Tranche Transaction November 16, 2021, London: IHS Holding Limited (NYSE ticker: IHS US), one of the largest independent tower companies in the world, rated B (Stable) by S&P and BB- (Stable) by Fitch, has mandated Citi, Goldman Sachs Bank Europe SE, J.P. Morgan and Standard Chart

November 16, 2021 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, 2021 Commission File Number: 001-408

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 18, 2021 EX-99.3

Form of Non-Employee Director Restricted Stock Unit Award Agreement

EX-99.3 4 tm201525d28ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 IHS HOLDING LIMITED Notice of Restricted Stock Unit Grant Grantee: [] Company: IHS Holding Limited Notice: The Grantee has been granted the following Restricted Stock Units (“RSUs”) in accordance with the terms of this notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Attachment A (the “RSU Award Agre

October 18, 2021 S-8

As filed with the United States Securities and Exchange Commission on October 18, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IHS Holding Limited (Exact

Registration No. 333- As filed with the United States Securities and Exchange Commission on October 18, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IHS Holding Limited (Exact name of Registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or

October 15, 2021 424B4

18,000,000 Shares IHS Holding Limited Ordinary Shares

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(4) ?Registration no. 333-259593? 18,000,000 Shares IHS Holding Limited Ordinary Shares ? This is the initial public offering of ordinary shares of IHS Holding Limited. We are selling 18,000,000 of our ordinary shares. The underwriters may also exercise their option to purchase up to 2,700,000 additional ordinary shares from us at the public offering

October 12, 2021 F-1/A

As filed with the Securities and Exchange Commission on October 12, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 12, 2021.

October 8, 2021 CORRESP

IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom

IHS Holding Limited 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom October 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 8, 2021 CORRESP

[signature page follows]

October 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 5, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 IHS Holding Limited (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 IHS Holding Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) 1 Cathedral

October 4, 2021 EX-99.2

Consent of Maria Carolina Lacerda to be named as director nominee.

EX-99.2 18 tm201525d21ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent of Director Nominee IHS Holding Limited is filing a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the initial public offering of ordinary shares of IHS Holding Limited. In connection therewith, I hereby consent,

October 4, 2021 EX-4.1

Specimen Ordinary Share Certificate of the Registrant

Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER?AGENT AND?REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A ORDINARY SHARES OF IHS HOLDING LIMITED (hereinafter called the ?Company?), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate prope

October 4, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 tm201525d21ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 IHS Holding Limited Ordinary Shares Underwriting Agreement October [●], 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Citigroup Global Markets Inc. As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan

October 4, 2021 EX-4.3

Form of Shareholders’ Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited.

EX-4.3 6 tm201525d21ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 SHAREHOLDERS AGREEMENT OF IHS HOLDING LIMITED THIS SHAREHOLDERS AGREEMENT, dated as of [●] October 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among IHS Holding Limited, a private company currently incorporated in accordan

October 4, 2021 EX-10.3

Amended and Restated Revolving Credit Agreement, dated as of June 2, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders

EX-10.3 12 tm201525d21ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION ORIGINALLY DATED 30 MARCH 2020 AS AMENDED AND RESTATED BY AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 2 June 2021 Facility Agreement USD 225,000,000 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

October 4, 2021 F-1/A

As filed with the Securities and Exchange Commission on October 4, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 4, 2021.

October 4, 2021 EX-10.6

Amendment Letter to Bridge Facility Agreement, dated September 29, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders

Exhibit 10.6 IHS Holding Limited 1st Floor, Felix House 24 Joseph Riviere Street Port Louis Mauritius www.ihstowers.com To: Standard Chartered Bank (the ?Facility Agent?) 29 September 2021 Dear Sirs Amendment Letter relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the up to US$500,000,000 bridge facility agreement originally dated 10 August 2021 (the ?Facility

October 4, 2021 EX-21.1

List of subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant Legal Name of Subsidiary Jurisdiction of Organization IHS Mauritius Cameroon Limited Mauritius IHS Mauritius C?te d?Ivoire Limited Mauritius IHS Towers Inc. United States IHS Mauritius Netherlands Limited Mauritius IHS Mauritius Zambia Limited Mauritius IHS Mauritius Rwanda Limited Mauritius IHS Africa (UK) Limited United Kingdom IHS Netherlands C?operat

October 4, 2021 EX-10.7

Amendment and Restatement Credit Agreement, dated September 29, 2021, among IHS Netherlands Holdco B.V. as holdco and guarantor, and, IHS Nigeria, IHS Towers NG Limited and INT Towers as borrowers and guarantors, each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Nigeria, IHS Netherlands NG2 B.V., IHS Towers NG Limited, Nigeria Tower Interco B.V. and INT Towers as guarantors, Absa Bank Limited (acting through its Corporate and Investment Banking division), Citibank, N.A., London Branch, Goldman Sachs Bank USA, J.P. Morgan Securities plc, FirstRand Bank Limited (London Branch) (acting through its Merchant Bank division) and Standard Chartered Bank, as mandated lead arrangers, Ecobank Nigeria Limited as agent and the financial institutions listed therein as the original lenders.

EX-10.7 15 tm201525d21ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXECUTION VERSION ORIGINALLY DATED 3 SEPTEMBER 2019 AS AMENDED AND RESTATED BY AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 29 SEPTEMBER 2021 Facilities Agreement between IHS Netherlands Holdco B.V. as Holdco IHS (Nigeria) Limited, IHS Towers NG Limited, and INT Towers Limited as Borrowers Absa Bank Limited (acting through its Corporate an

October 4, 2021 EX-4.2

Form of Registration Rights Agreement by and between IHS Holding Limited and certain security holders of IHS Holding Limited.

EX-4.2 5 tm201525d21ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021 by and among IHS Holding Limited, a private company currently incorporated in accordance with the laws of Mauritius (including any successors, the “Company”), and each of the Holders (as defined below) identified on Schedule A attached he

October 4, 2021 EX-4.4

Indenture, dated as of September 18, 2019, among IHS Netherlands Holdco B.V., as issuer, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited, as guarantors, and Citibank N.A. London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Registrar

EX-4.4 7 tm201525d21ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 EXECUTION VERSION DATED AS OF SEPTEMBER 18, 2019 IHS NETHERLANDS HOLDCO B.V., as the Issuer EACH OF THE GUARANTORS PARTY HERETO as Guarantors and CITIBANK N.A., LONDON BRANCH, as Trustee, Principal Paying Agent, Transfer Agent and Registrar SENIOR NOTES INDENTURE 7.125% SENIOR NOTES DUE 2025 8.000% SENIOR NOTES DUE 2027 Table of Contents Page A

October 4, 2021 EX-10.1

Long Term Incentive Plan

Exhibit 10.1 IHS HOLDING LIMITED CONSOLIDATED RULES OF THE IHS HOLDING LTD LONG-TERM INCENTIVE Plan (?LTIP?) Version: September 2020 TABLE OF CONTENTS 1 Definitions 1 2 Introduction 3 3 Grant of Options 3 3.1 Grant of Options 3 3.2 Exercise price 3 3.3 Statement of Grant 3 3.4 No payment 4 3.5 Performance Targets 4 3.6 Rejection of Option 4 3.7 Acceptance of terms 4 4 Options not transferable 4 5

October 4, 2021 EX-10.2

Form of 2021 Omnibus Incentive Plan

Exhibit 10.2 Final Draft: October 1, 2021 IHS HOLDING LIMITED 2021 OMNIBUS INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of the 2021 Omnibus Incentive Plan (as it may be amended or restated from time to time, the ?Plan?) of IHS Holding Limited, a Cayman Islands limited company (the ?Company?), is to provide incentive for future endeavors and to advance the interests of the Company and its sto

October 4, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association of the Registrant

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of IHS holding Limited (ADOPTED BY SPECIAL RESOLUTION DATED 2021) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended AND restated MEMORANDUM of ASSOCIATION OF IHS holding Limited (adopted by special resolution dated 2021) 1. The name of the company is IHS Holding Limite

October 4, 2021 EX-99.3

Consent of Aniko Szigetvari to be named as director nominee.

EX-99.3 19 tm201525d21ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent of Director Nominee IHS Holding Limited is filing a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the initial public offering of ordinary shares of IHS Holding Limited. In connection therewith, I hereby consent,

October 4, 2021 EX-99.4

Consent of Phuthuma Nhleko to be named as director nominee.

Exhibit 99.4 Consent of Director Nominee IHS Holding Limited is filing a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the initial public offering of ordinary shares of IHS Holding Limited. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to

October 4, 2021 EX-4.5

Supplemental Indenture, dated as of June 17, 2021, among IHS Netherlands Holdco B.V., as issuer, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., Nigeria Tower Interco B.V., INT Towers Limited, as guarantors, and Citibank N.A. London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Registrar.

Exhibit 4.5 Execution version Dated June 17, 2021 FIRST SUPPLEMENTAL SENIOR NOTES INDENTURE TO THE SENIOR NOTES INDENTURE DATED AS OF SEPTEMBER 18, 2019 U.S.$510,000,000 7.125% SENIOR NOTES DUE 2025 U.S.$940,000,000 8.000% SENIOR NOTES DUE 2027 among IHS NETHERLANDS HOLDCO B.V. as Issuer THE GUARANTORS PARTY HERETO and CITIBANK N.A., LONDON BRANCH as Trustee, Principal Paying Agent, Registrar and

October 4, 2021 EX-10.4

Amendment Letter to Amended and Restated Revolving Credit Agreement, dated as of September 29, 2021, among IHS Holding Limited, as borrower, Citibank, N.A., London Branch as global coordinator, Citibank, N.A., London Branch, Absa Bank Limited (acting through its Corporate and Investment Banking division), Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank Dubai International Financial Centre Branch, regulated by the Dubai Financial Services Authority, as mandated lead arrangers, Citibank Europe Plc, UK Branch, as facility agent, and the financial institutions listed therein as the original lenders

Exhibit 10.4 IHS Holding Limited 1st Floor, Felix House 24 Joseph Riviere Street Port Louis Mauritius www.ihstowers.com To: Citibank Europe PLC, UK Branch (the ?Facility Agent?) 29 September 2021 Dear Sirs Amendment Letter relating to the Facility Agreement (as defined below) 1. Introduction 1.1 We refer to the up to US$300,000,000 revolving credit facility agreement originally dated 30 March 2020

September 17, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on December 28, 2017 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains stri

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 28, 2017 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential.

September 17, 2021 EX-10.4

Bridge Facility Agreement, dated August 10, 2021, among IHS Holding Limited, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., London Branch and Standard Chartered Bank, as mandated lead arrangers, Standard Chartered Bank, as facility agent, and the financial institutions listed therein as the original lenders

Exhibit 10.4 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION BRIDGE FACILITY AGREEMENT DATED AUGUST 2021 USD500,000,000 CREDIT FACILITY Between IHS HOLDING LIMITED as the Company GOLDMAN SACHS LENDING PARTNERS LLC JPMORGAN CHASE BANK, N.A., LONDON BRANC

September 17, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on January 27, 2020 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains stric

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 27, 2020 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential.

September 17, 2021 DRS/A

As confidentially submitted to the Securities and Exchange Commission on July 22, 2021 as Amendment No. 3 to the Confidential Submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and al

DRS/A 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on July 22, 2021 as Amendment No. 3 to the Confidential Submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANG

September 17, 2021 F-1

Powers of attorney (included on signature page to the registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 16, 2021.

September 17, 2021 EX-99.1

Registrant’s Representation under Item 8.A.4

EX-99.1 2 filename2.htm Exhibit 99.1 IHS Towers Limited c/o Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Road George Town, Grand Cayman KY1-9008 Cayman Islands January 27, 2020 Re: IHS Towers Limited — Registration Statement on Form F-1 Representation under Item 8.A.4 of Form 20-F (“Item 8.A.4”) IHS Towers Limited, a Cayman Islands exempted company with limited liability incorpora

September 17, 2021 DRS/A

As confidentially submitted to the Securities and Exchange Commission on June 4, 2021 as Amendment No. 2 to the Confidential Submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 4, 2021 as Amendment No.

September 17, 2021 DRS/A

As confidentially submitted to the Securities and Exchange Commission on July 28, 2020 as Amendment No. 1 to the Confidential Submission. This draft registration statement has not been publicly filed with the United States Securities and Exchange Com

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 28, 2020 as Amendment No.

September 16, 2021 DRSLTR

* * *

June 4, 2021 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washing

September 16, 2021 DRSLTR

2

53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris January 27, 2020 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid

September 16, 2021 CORRESP

* * *

1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com September 16, 2021 FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid W

September 16, 2021 DRSLTR

* * *

53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris July 28, 2020 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo VIA EDGAR

September 16, 2021 DRSLTR

* * *

1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh July 22, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washin

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