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IHS bows to pressure, lowers investor ownership threshold for director nomination

After an ongoing battle with its second largest shareholders Wendel and MTN, owning a total of 45%, IHS has reached an agreement on corporate governance matters to lower the ownership threshold for investors to nominate directors.

The contention centered on the power to nominate board members, with Wendel and MTN Group advocating for shareholders with at least a 10 percent stake to have the authority to nominate directors.

Wendel filed a case with the Grand Court of the Cayman Islands to compel a vote at IHS regarding governance proposals after these matters were not raised during a shareholders’ meeting in June 2023.

The dispute has now been resolved, and both Wendel and IHS have reached an agreement on corporate governance issues.

The key aspect of the agreement involves lowering the ownership threshold for shareholders to propose business at general meetings or nominate directors.

The ownership threshold for shareholders to propose business or nominate directors will be reduced from the current 30 percent to 10 percent following IHS’ 2024 annual general meeting (AGM).

On an aggregate basis, this threshold reduction will be applicable following the 2025 AGM.

A new right will be introduced, allowing shareholders with at least 25 percent of shares to request a general meeting after IHS’ 2025 AGM.

The threshold for removing a director by shareholders’ vote will be lowered to a 50 percent majority from the current two-thirds majority.

 This resolution addresses concerns raised by Wendel and MTN Group, emphasizing a more inclusive approach to board nominations and corporate governance matters.

IHS Holding owns and operates over 40,000 towers across 11 markets in Africa.