IHS Holding (NYSE: IHS) shareholders approve MTN Group merger plan

Rhea-AI Filing Summary

IHS Holding Limited reported the results of an Extraordinary General Meeting of shareholders held on August 4, 2026. Shareholders considered proposals related to an Agreement and Plan of Merger among IHS Holding Limited, Mobile Telephone Networks (Netherlands) B.V., MTN Group Limited, and Sub-Merger Co, under which Merger Sub will merge with and into IHS Holding Limited, with IHS continuing as the surviving company, subject to the conditions in the agreement.

Holders of 264,066,813 ordinary shares, as of the July 9, 2026 record date, were represented in person or by proxy, constituting a quorum. Voting was conducted by poll, with each ordinary share generally entitled to one vote per resolution, subject to certain limitations in the Second Amended and Restated Memorandum and Articles of Association. All Board proposals described in the Proxy Statement were approved, including the special resolution (Proposal No. 1). Because that special resolution was approved, the ordinary resolution to adjourn the meeting (Proposal No. 2) was not called.

Key Figures

Shares represented at EGM: 264,066,813 ordinary shares Record date for voting: July 9, 2026 Extraordinary General Meeting date: August 4, 2026

3 metrics

Shares represented at EGM 264,066,813 ordinary shares Holders represented in person or by proxy at the August 4, 2026 Extraordinary General Meeting

Record date for voting July 9, 2026 Record date determining shareholders entitled to vote at the Extraordinary General Meeting

Extraordinary General Meeting date August 4, 2026 Date on which shareholders voted on the merger-related proposals

Key Terms

Extraordinary General Meeting, Agreement and Plan of Merger, Schedule 13E-3, special resolution

4 terms

Extraordinary General Meeting regulatory

"On August 4, 2026, IHS Holding Limited held an Extraordinary General Meeting of shareholders"

Agreement and Plan of Merger regulatory

"proposals related to the Agreement and Plan of Merger among the company and MTN affiliates"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Schedule 13E-3 regulatory

"the notice and proxy statement was attached as Exhibit (a)-(1) to the company’s Schedule 13E-3"

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

special resolution regulatory

"Because the company’s shareholders approved the special resolution, Proposal No. 1, Proposal No. 2 was not called"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 04:02 PM Accepted by SEC EDGAR 08/04/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What did IHS (IHS) report about its Extraordinary General Meeting in August 2026?

IHS Holding Limited reported that at its August 4, 2026 Extraordinary General Meeting, all Board-backed proposals related to an Agreement and Plan of Merger were approved by shareholders, ensuring the merger process can proceed subject to the agreement’s conditions.

What merger transaction involving IHS (IHS) was considered at the Extraordinary General Meeting?

Shareholders considered proposals tied to an Agreement and Plan of Merger under which Sub-Merger Co will merge into IHS Holding Limited, with IHS continuing as the surviving company, alongside Mobile Telephone Networks (Netherlands) B.V. and MTN Group Limited as other transaction parties.

How many IHS (IHS) shares were represented at the August 4, 2026 Extraordinary General Meeting?

Holders of 264,066,813 ordinary shares as of the July 9, 2026 record date were represented in person or by proxy, which constituted a quorum for the Extraordinary General Meeting and allowed the merger-related resolutions to be voted on.

How were voting rights structured for IHS (IHS) shareholders at the Extraordinary General Meeting?

Voting at the meeting was by poll, and, subject to certain limitations and exceptions in the company’s Second Amended and Restated Memorandum and Articles of Association, each ordinary share carried one vote on each resolution presented to shareholders.

Which proposals were approved at the IHS (IHS) Extraordinary General Meeting?

All proposals submitted by the Board and described in the Proxy Statement were approved, including a special resolution labeled Proposal No. 1. Because shareholders approved that special resolution, the ordinary resolution to adjourn the meeting (Proposal No. 2) was not called for a vote.

What happened to the adjournment proposal at the IHS (IHS) Extraordinary General Meeting?

The ordinary resolution to adjourn the Extraordinary General Meeting, identified as Proposal No. 2 in the Proxy Statement, was not called for a vote because shareholders had already approved the special resolution, Proposal No. 1, making an adjournment unnecessary.

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 2026

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 Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x         Form 40-F ¨

Results of Extraordinary General Shareholder Meeting

On August 4 2026, IHS Holding Limited (the “Company”) held an Extraordinary General Meeting of shareholders (the “EGM”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 17, 2026, by and among the Company, Mobile Telephone Networks (Netherlands) B.V., a company incorporated under the laws of the Netherlands (“Holdings”), MTN Group Limited, a company incorporated under the laws of South Africa (“Parent”), and Sub-Merger Co, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdings (“Merger Sub”), pursuant to which, subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger.

At the EGM, the holders of 264,066,813 of the Company’s ordinary shares, as of the July 9, 2026 record date (the “Record Date”) were represented in person or by proxy, constituting a quorum. Voting at the EGM was conducted by way of a poll, and other than in respect of certain limitations and exceptions as detailed in the Second Amended and Restated Memorandum and Articles of Association of the Company, each ordinary share issued and outstanding as of the close of business on the Record Date was entitled to one (1) vote on each resolution at the EGM.

All proposals submitted by the Company’s Board of Directors (the “Board”) to the Company’s shareholders, which were described at greater length in the notice and proxy statement with respect to the EGM (which was attached as Exhibit (a)-(1) to the Company’s Schedule 13E-3, as amended by Amendment No. 2, filed with the Securities and Exchange Commission on July 10, 2026) (the “Proxy Statement”), were approved at the EGM, consisting of:

1. Proposal No. 1: IT IS RESOLVED, as a SPECIAL RESOLUTION, that the following be approved and authorized in all respects:

a. the Merger Agreement, pursuant to which Merger Sub will be merged with and into the Company and cease to exist, with the Company continuing as the surviving company and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger;

b. the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form approved by the directors of the Company on February 17, 2026 and attached as Annex B to the proxy statement); and

c. the directors and/or officers of the Company doing all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.

2. Proposal No. 2: IT IS RESOLVED, as an ORDINARY RESOLUTION, that if necessary, the EGM be adjourned to a later date or dates, to be determined by the Chairman of the EGM, in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the special resolution to be proposed at the EGM.

Because the Company’s shareholders approved the special resolution, Proposal No. 1, a vote on the ordinary resolution to adjourn the EGM, Proposal No. 2, as described in the Proxy Statement, was not called during the EGM.

The description of each of the above proposals, as set forth in the Proxy Statement, is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IHS Holding Limited
Dated: August 4, 2026	By:	/s/ Steve Howden
		Steve Howden
		Executive Vice President and Chief Financial Officer