IHS Holding, Wendel Group agree on corporate government matters

IHS Holding and Wendel Group announced IHS Towers has finalized a settlement agreement with Wendel in relation to ongoing litigation and proposed changes to the company’s Articles of Association. As part of the settlement agreement, certain changes to the company’s Articles of Association will be proposed for shareholders’ approval at the company’s annual general meeting, or AGM, for FY24, which the company supports. The proposed changes to the articles include, among other things, a proposed declassification of the company’s board in two phases, with the periods extending through AGMs for FY24 and FY25. Following the AGM for fiscal year FY25, all directors will be elected on an annual basis. Additional proposals to be tabled include reducing the threshold for shareholders to nominate directors from 30% currently to 10%, on an individual shareholder basis following the AGM for FY24, and on an aggregate basis following the fiscal year AGM for 2025; reducing the threshold for shareholders to bring business before a general meeting from 30% currently to 10%, on an individual shareholder basis following the AGM for fiscal year 2024 and on an aggregate basis following the AGM for 2025; introducing a new right for holders owning at least 25% of shares to requisition a general meeting following the AGM for fiscal year 2025; and reducing the threshold to remove directors from a special resolution currently to an ordinary resolution, in each case as set out pursuant to the settlement agreement.