Exhibit 99.3
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 7 2025, among, inter alios, IHS Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the “Issuer”), IHS Mauritius NG Holdco Limited, IHS Mauritius NG1 Limited, IHS Mauritius NG2 Limited and IHS INT Mauritius Limited (collectively, the “Relevant Guarantors”), Kroll Trustee Services Limited 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 November 29, 2021, providing for the issuance of 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) and 6.250% Senior Notes due 2028 (the “2028 Senior Notes” and, together with the 2026 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 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 Relevant Guarantors assumes all of their respective obligations under its Note Guarantees and the Senior Notes Indenture and confirms and agrees that the Senior Notes Indenture and the Note Guarantees constitute legal, valid, and binding obligations of the applicable Relevant Guarantor enforceable in accordance with their terms.