IHS Holding To Be Acquired By MTN Group For $8.50 Per Ordinary Share In All-Cash Transaction Valued At Of ~$6.2B

Proposed sale provides certainty and immediate returns for IHS Towers shareholders

KEY HIGHLIGHTS

• IHS Towers shareholders will receive $8.50 per share in cash, representing:
  • Approximately 239% premium over IHS Towers' share price at the announcement of the Company's strategic review on March 12, 2024
  • Approximately 36% premium to the 52-week Volume-Weighted Average Price (VWAP)
  • Approximately 3% premium over IHS Towers unaffected closing share price of $8.23 on February 4, 2026
• Transaction values IHS Towers at an enterprise value of approximately $6.2 billion
• Transaction enables IHS Towers' shareholders to crystallize the significant value created during the company's strategic review process
• MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers' shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction.

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, has today announced that it has entered into a merger agreement (the "Agreement") to be acquired by MTN Group Limited ("MTN"), a pan-African mobile operator, for $8.50 per ordinary share, in an all-cash transaction that values IHS Towers at an enterprise value of approximately $6.2 billion.

Under the terms of the Agreement, IHS Towers shareholders will receive $8.50 per ordinary share in cash, representing a premium of approximately 239% premium over IHS Towers' share price at the announcement of the Company's strategic review on March 12, 2024. It also represents a premium of approximately 36% to the 52-week volume-weighted average price as of February 4, 2026, and a premium of approximately 3% over IHS Towers' unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated that negotiations with MTN were ongoing. The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since the announcement of the Company's strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets.

IHS Towers' Board of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the transaction by IHS Towers' shareholders.

MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers' shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has been secured for this proposed transaction to conclude. Upon completion of the transaction, IHS Towers' ordinary shares will no longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN.