Exhibit 99.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 7 2025, among, inter alios, IHS Mauritius NG Holdco Limited (as permitted successor of IHS Netherlands Holdco B.V.), a private limited liability company incorporated under the laws of Luxembourg, having its registered office at 412, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg (the “Issuer”), IHS Mauritius NG1 Limited (as permitted successor of IHS Netherlands NG1 B.V.), IHS Mauritius NG2 Limited (as permitted successor of IHS Netherlands NG2 B.V.) and IHS INT Mauritius Limited (as permitted successor of Nigeria Tower Interco B.V.) (collectively, the “Relevant Guarantors”), Citibank, N.A., London Branch as trustee (the “Trustee”) and Citibank, N.A., London Branch as Principal Paying Agent and Transfer Agent.
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Senior Notes Indenture”), dated as of September 18, 2019, as supplemented from time to time, providing for the issuance of 7.125% Senior Notes due 2025 (the “2025 Senior Notes”), which were subsequently redeemed on 30 November 2021, and the 8.000% Senior Notes due 2027 (the “2027 Senior Notes” and, together with the 2025 Senior Notes, the “Senior Notes”);
WHEREAS, as part of an ongoing review of its and its subsidiaries’ corporate structure, the Issuer and the Relevant Guarantors will be redomiciled to Mauritius using a two-step process, whereby the Issuer and the Relevant Guarantors have each redomiciled into Luxembourg on February 26, 2025 and will shortly hereafter redomicile into Mauritius;
WHEREAS, pursuant to Section 5.01 of the Senior Notes Indenture and in connection with the redomiciliation from Netherlands to Luxembourg, the Relevant Guarantors and the Issuer confirm that the Senior Notes Indenture and their Note Guarantees thereunder constitute legal, valid and binding obligations of the Issuer and Relevant Guarantors, enforceable in accordance with their terms (the “Confirmation”); and
WHEREAS, pursuant to Section 9.01 of the Senior Notes Indenture, the Issuer, the Relevant Guarantors, and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Relevant Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Notes as follows:
1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Senior Notes Indenture.
2.CONFIRMATION. Each of the Issuer and each of the Relevant Guarantors assumes all of their respective obligations under the Senior Notes Indenture, and with respect to the Issuer, the Notes, and with respect to the Relevant Guarantors, the Note Guarantees, and each hereby confirms and agrees that the Senior Notes Indenture and the Note Guarantees constitute