Unless the context provides otherwise, references herein to:
| ● | “2026 Notes” refers to our $500 million 5.625% Senior Notes due 2026. |
| ● | “2027 Notes” refers to our $940 million 8.000% Senior Notes due 2027. |
| ● | “2028 Notes” refers to our $500 million 6.250% Senior Notes due 2028. |
| ● | “2030 Notes” refers to our $550 million 7.875% Senior Notes due 2030. |
| ● | “2031 Notes” refers to our $650 million 8.250% Senior Notes due 2031. |
| ● | “Airtel Nigeria” refers to Airtel Networks Limited, a subsidiary of Airtel Africa. |
| ● | “Articles” refers to our second amended and restated memorandum and articles of association, adopted by special resolution dated June 28, 2024. |
| ● | “Brazilian Real”, “BRL” and “R$” refers to the lawful currency of the Federative Republic of Brazil. |
| ● | “Carbon Reduction Roadmap” refers to our strategy for decreasing our emissions, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 50% by 2030, using 2021 emissions data as the baseline. |
| ● | “CBN” refers to the Central Bank of Nigeria. |
| ● | “Centennial Acquisition” refers to the acquisition by us on March 19, 2021 of Centennial Colombia and the acquisition by us on April 8, 2021 of Centennial Brazil, both from affiliates of Centennial Towers Holding LP. At closing, Centennial Colombia had 217 towers and Centennial Brazil had 602 towers. |
| ● | “Centennial Brazil” refers to Centennial Towers Brasil Coöperatief U.A. and its subsidiaries. |
| ● | “Centennial Colombia” refers to Centennial Towers Colombia, S.A.S. and its subsidiaries. |
| ● | “Churn” refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer’s contract in any particular period, adjusted for the reintegration of previously lost tenancies. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn. |
| ● | “Colocation” refers to the installation of equipment on existing towers for a new tenant alongside current Tenants. |
| ● | “Colocation Rate” refers to the average number of Tenants per Tower across our portfolio at a given point in time. We calculate the Colocation Rate by dividing the total number of Tenants across our portfolio by the total number of Towers across our portfolio at a given time. |
| ● | “Contracted Revenue” refers to lease fees to be received from the existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s current contractual term and lease fees to be received from Key Customers where we provide fiber access to an OLT for the remainder of the relevant contractual term, as of a specified date. In aggregating Contracted Revenue, we have taken the average lease rate for our Key Customers as of December 31, 2025, which is applied to the remaining term of the tenancies, lease amendments and fiber access of each Key Customer, assuming constant foreign exchange rates, no escalation of lease rates despite contractual provisions in our MLAs in that regard, no new Tenants, new Lease Amendments or new access to fiber, no amendments to our existing MLA terms and no Churn. See “Risk Factors — Our Contracted Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.” |
| ● | “CSS” refers to Cell Sites Solutions — Cessão de Infraestruturas S.A. |
| ● | “CSS Acquisition” refers to the acquisition by us on February 18, 2020 of CSS from affiliates of Goldman Sachs and Centaurus Capital LP. At closing, CSS had 2,312 towers, including 2,251 towers in Brazil, 51 in Peru and 10 in Colombia. |
| ● | “euro” or “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. |
| ● | “GTS SP5 Acquisition” refers to acquisition by us on March 17, 2022 of São Paulo Cinco Locação de Torres Ltda (“GTS SP5”). At closing, GTS SP5 had 2,115 towers in Brazil. |
| ● | “IFRS” refers to International Financial Reporting Standards which have been developed by the International Accounting Standards Board (“IASB”). |
| ● | “IHS Holding Notes” refers to our 2026 Notes, our 2028 Notes, our 2030 Notes and 2031 Notes, collectively. |
| ● | “IHS Nigeria” refers to IHS (Nigeria) Limited, one of our operating subsidiaries in Nigeria. |
| ● | “INT Towers” refers to INT Towers Limited, one of our operating subsidiaries in Nigeria. |
| ● | “I-Systems” refers to I-Systems Soluções de Infraestrutura S.A., one of our operating subsidiaries in Brazil. |
| ● | “Key Customers” refers to key customers during the period, being the MTN Customers, Orange Cameroun S.A., or Orange Cameroon, Orange Côte d’Ivoire S.A., or Orange Côte d’Ivoire, T2 (until the third quarter of 2025), Airtel Nigeria, Airtel Networks Zambia PLC, or Airtel Zambia, Airtel Rwanda Limited, or Airtel Rwanda (until October 2025), Claro S.A., or Claro Brazil, TIM Cellular S.A., or TIM Brasil, Telefonica Brasil S.A., or Vivo Brazil, Colombia Móvile S.A. E.S.P., or Tigo Colombia, COMSEL S.A., or Claro Colombia, Oi S.A., or Oi Brazil, and Telkom South Africa. |
| ● | “Kuwait Disposal” refers to the disposal of our 70% interest in IHS Kuwait Limited to Mobile Telecommunications Company K.S.C.P. (Zain Kuwait). The transaction completed in December 2024. |
| ● | “Latam” refers to our business segment that includes our markets in Latin America, which currently are Brazil and Colombia, but has historically included Peru prior to the completion of the sale in April 2024. |
| ● | “Lease Amendments” refers to the installation of additional equipment on a site or the provision of certain ancillary services for an existing Tenant, for which we charge our customers a recurring lease fee. |
| ● | “LTE” refers to long-term evolution, a standard for high-speed wireless communication for mobile devices and data terminals. We refer to LTE and 4G interchangeably in this Annual Report. |
| ● | “Managed Services” refers to when MNOs outsource the day-to-day operations of their owned towers or other towers on which they are present, including maintenance, security and power supply. |
| ● | “MENA” refers to our business segment that included our markets in the Middle East and North Africa region, which were Egypt and Kuwait. |
| ● | “MLA” refers to the long-term lease agreements we enter into with our customers, including but not limited to master lease agreements, master services agreements, infrastructure sharing agreements, master tower space use/license agreements and MLL agreements. |
| ● | “MLL” refers to towers we manage with a license to lease for a defined period. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. The site owner typically reduces its operating costs and eliminates capital expenditures. |
| ● | “MNOs” refers to mobile network operators. |
| ● | “MTN Customers” refers to MTN Nigeria, MTN Côte d’Ivoire S.A., or MTN Côte d’Ivoire, MTN Cameroon Limited, or MTN Cameroon, MTN Zambia Limited, or MTN Zambia, MTN Rwandacell Limited, or MTN Rwanda (until October 2025), or MTN South Africa. |
| ● | “MTN Group” refers to MTN Group Limited and its subsidiaries, one of which is one of our shareholders as well as a related party of certain MTN operating entities that are our customers in the countries in which we currently operate. In each African market in which we currently operate, one of the MTN operating entities is a customer of ours. |
| ● | “MTN Nigeria” refers to MTN Nigeria Communications PLC. |
| ● | “MTN SA Acquisition” refers to the acquisition of 5,691 towers from MTN South Africa in May 2022. We signed a shareholding agreement with a consortium of B-BBEE parties in September 2024 which received regulatory approval in December 2024 and completed on January 14, 2025, following which IHS Towers owns 69.93% of the South African Towers business with the remaining 30.07% owned by the B-BBEE consortium. |
| ● | “MTN South Africa” refers to Mobile Telephone Networks Proprietary Limited. |
| ● | “NAFEM”, refers to the Nigerian Foreign Exchange Market introduced by the CBN in October 2023 to rename the Investors’ and Exporters’ foreign exchange trading window implemented by the Central Bank of Nigeria in April 2017. |
| ● | “NAFEX” refers to the Nigerian Autonomous Foreign Exchange Fixing and is the reference rate for spot FX operations in the Nigerian Foreign Exchange Market. |
| ● | “Naira”, “NGN” and “₦” refers to the lawful currency of the Federal Republic of Nigeria. |
| ● | “New Sites” refers to Towers owned and operated by the Group constructed through build-to-suit arrangements for the initial Tenant. |
| ● | “NFEM”, refers to the Nigerian Foreign Exchange Market which was introduced in December 2024 to replace NAFEM. The pricing of all foreign exchange transactions in the NFEM are required to be undertaken on the Electronic Foreign Exchange Matching System (“EFEMS”). |
| ● | “OLT” refers to an optical line terminal or optical line termination, which is a device which serves as the service provider endpoint of a passive optical network. |
| ● | “Project Green” refers to the current phase of our Carbon Reduction Roadmap. |
| ● | “Prospectus” refers to the final prospectus of IHS Holding Limited, dated October 13, 2021, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on October 15, 2021. |
| ● | “ROU” refers to towers we operate under a right-of-use agreement for a defined period. Where there is an ROU agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. |
| ● | “Rwanda Disposal” refers to the disposal of our 100% interest in IHS Rwanda Limited to Paradigm Tower Ventures. The transaction completed in October 2025. |
| ● | “Senior Notes” refers to the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes and the 2031 Notes, collectively. |
| ● | “South African Rand” and “ZAR” refers to the lawful currency of the Republic of South Africa. |
| ● | “sites” refers to towers that are owned or operated by us. |
| ● | “Skysites” refers to Skysites Holdings S.A. |
| ● | “Skysites Acquisition” refers to the acquisition by us on January 6, 2021 of Skysites from a group of eighteen persons. At closing, Skysites had 1,005 towers in Brazil. |
| ● | “SLAs” refer to site-specific documents or agreements entered into in relation to specific sites pursuant to an MLA. |
| ● | “SSA” refers to our business segment that includes our markets in the Sub-Saharan region of Africa, which currently are Cameroon, Côte d’Ivoire, South Africa and Zambia. Until October 9, 2025 this business segment also included Rwanda. |
| ● | “subscribers” refers to the number of active subscriber identification module, or SIM, cards in service rather than the number of services provided (excluding machine to machine connections). For example, if a subscriber has both a data and voice plan on a smartphone this would equate to one subscriber. Alternatively, a subscriber who has a data and voice plan for a smartphone and a data plan for a tablet would be counted as two subscribers. |
| ● | “T2” refers to Emerging Markets Telecommunication Services Limited, which was previously known as 9mobile and Etisalat Nigeria. |
| ● | “Tenants” refers to the number of distinct customers who have leased space on each Tower across our portfolio. For example, if one customer had leased tower space on five of our Towers, we would have five Tenants. |
| ● | “TIM Brasil” refers to TIM S.A. |
| ● | “TIM Fiber Acquisition” refers to the acquisition and deployment of TIM Brasil’s secondary fiber network infrastructure. Closing occurred on November 16, 2021. The existing and future fiber assets are operated in Brazil through an entity which we refer to as I-Systems, in which we own 51% of the shares and TIM Brasil owns the remaining 49%. |
| ● | “Towers” refers to ground-based towers, rooftop and wall-mounted towers, cell poles, in-building solutions, small cells, distributed antenna systems and cells-on-wheels, each of which is deployed to support wireless transmission equipment. We measure the number of Towers in our portfolio at a given time by counting the number of Towers that we own or operate with at least one Tenant. The number of Towers in our portfolio excludes any towers for which we provide managed services. |
| ● | “U.S dollar”, “USD” or “$” refer to U.S. dollars. |