• IHS Towers, one of the largest telecommunications companies in Africa by tower count, has released a report addressing governance issues and highlighting signed contract renewals and extensions.

• According to the IHS report announcing the results of the 2024 Annual Meeting of Shareholders, all proposals put to the vote of shareholders were adopted. This includes the proposal to amend and restate the company’s memorandum and articles of association.

One of the key items in the second amended and restated articles is the reduction of the threshold for shareholders to nominate directors from 30% to 10% on an individual shareholder basis following the AGM for the fiscal year 2024 and on an aggregate basis following the fiscal year AGM for 2025. This change also applies to bringing a business before a general meeting.

In June 2023, Wendel and MTN contended that shareholders with at least a 10% stake should have the authority to nominate board members. However, the IHS board dismissed the proposal. Consequently, MTN claimed that IHS had violated the shareholders’ agreement and articles regarding voting powers, while Wendel pursued legal action against IHS.

However, in January 2024, IHS Towers settled corporate governance issues with Wendel, agreeing to reduce the threshold following IHS's 2024 annual general meeting (AGM) and the 2025 AGM. 

Other key items added include declassifying the Company’s Board in two phases, at the 2024 and 2025 AGMs, and introducing a new right for shareholders owning at least 25% of shares to request a general meeting following the AGM for fiscal year 2025.

At the time of the dispute, IHS reportedly said that it wanted to maintain its independence from MTN, declining to amend shareholders' voting rights as then proposed.

Sam Darwish, Chairman and Chief Executive Officer of IHS Towers, highlighted the renewal and extension of contracts with MTN and Airtel in 2024. He noted that the MTN Rwanda MLA was recently signed. 

“We have now completed all contract renewals and extensions with MTN outside Nigeria, covering the five countries of Cameroon, Cote d’Ivoire, Zambia, Rwanda, and South Africa - a total of over 12,200 tenancies renewed or extended into the next decade.”

Additionally, there was the signing of a new 3,950-tenant multi-year roll-out agreement with Airtel in Nigeria earlier this year, the CEO noted. 

“This commercial success, taken together with the governance enhancements ratified at the AGM, demonstrates our ability and commitment to drive value creation,” he concluded.