Notice of Annual General Meeting Thursday 15 July 2021 at 11.00Am (UK Time)

Airtel Africa plc (incorporated and registered in England and Wales under number 11462215)

Notice of Annual General Meeting Thursday 15 July 2021 at 11.00am (UK time)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your Airtel Africa plc shares, please send this document, together with the accompanying documents (but not the personalised Form of Proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Registered office: First Floor 53/54 Grosvenor Street London W1K 3HU United Kingdom Directors: Sunil Bharti Mittal Raghunath Mandava Jaideep Paul Andrew Green CBE Awuneba Ajumogobia Douglas Baillie John Danilovich Annika Poutiainen Ravi Rajagopal Kelly Bayer Rosmarin Akhil Gupta Shravin Bharti Mittal

2 Airtel Africa plc Notice of Annual General Meeting 2021

© 2020 Friend Studio Ltd File name: Airtel_Africa_NoM_210602 Modification Date: 2 June 2021 11:31 am 4 June 2021 Notice of Annual General Meeting Dear Shareholder, I am pleased to be writing to you with details of the Airtel Africa plc (Airtel Africa, or the Company) Annual General Meeting (AGM, or the meeting) which we are holding on 15 July 2021 at 11:00am (UK time).

Participating in the meeting The AGM will be held at the Company’s registered office (First Floor, 53/54 Grosvenor Street, London, W1K 3HU, United Kingdom). Due to international travel restrictions there will be limited in-person board attendance at the venue. Subject to UK Covid-19 regulations and Government guidance, shareholders may attend in-person but notwithstanding this are encouraged to attend and vote at the AGM electronically through the Lumi platform. Further information on how to join the meeting electronically can be found on page 8 of this document. If you would like to vote on the resolutions but cannot join the meeting, you can appoint a proxy by using one of the methods set out in the notes to the notice of AGM on pages 6 to 12 of this document. You are encouraged to submit your proxy vote as soon as possible and, in any event, no later than 11:00am (UK time) on 13 July 2021. In light of the ongoing Covid-19 restrictions, shareholders appointing a proxy are encouraged to appoint the Chair of the meeting as their proxy to ensure that their vote is counted and are also encouraged to monitor the Company’s website (airtel.africa/investors) for any changes to the arrangements for the AGM as described in this document.

Resolutions The formal notice of AGM is set out on pages 4 to 5 of this document, which sets out the business to be considered at the meeting, together with explanatory notes to the resolutions on pages 6 to 12 of this document.

Board recommendation The Board considers the resolutions are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings. Yours sincerely,

Sunil Bharti Mittal Chair of Airtel Africa plc

Airtel Africa plc Notice of Annual General Meeting 2021 3

Notice of AGM

Airtel Africa plc Resolution 12 shall be converted into pounds sterling at To elect Kelly Bayer Rosmarin as a director. the exchange rate published in the London NOTICE IS HEREBY GIVEN that the Annual edition of the Financial Times on the date General Meeting of the Company will be Resolution 13 on which the relevant donation is made or held at First Floor, 53/54 Grosvenor Street, expenditure incurred (or the first business London, W1K 3HU, United Kingdom on To re-elect Akhil Gupta as a director. day thereafter) or, if earlier, on the day in 15 July 2021 at 11:00am (UK time) to which the Company enters into any contract consider and, if thought fit, to pass Resolution 14 or undertaking in relation to the same. Resolutions 1 to 19 inclusive as ordinary To re-elect Shravin Bharti Mittal as a director. resolutions and 20 to 21 inclusive as Resolution 19 special resolutions: Resolution 15 THAT the directors be and they are hereby To elect Jaideep Paul as a director. generally and unconditionally authorised in Resolution 1 accordance with section 551 of the To receive the accounts and the reports Resolution 16 Companies Act 2006 to exercise all the of the directors and the auditor for the year powers of the Company to allot shares in the To reappoint Deloitte LLP as auditor of the ended 31 March 2021. Company and to grant rights to subscribe for, Company to hold office until the conclusion or to convert any security into, shares in the of the next Annual General Meeting of the Resolution 2 Company up to an aggregate nominal Company. To approve the directors’ remuneration amount of US$ 626,358,584 provided that this authority shall expire at the end of the report, other than the part containing the Resolution 17 directors’ remuneration policy, in the form next Annual General Meeting of the Company set out in the Company’s annual report and To authorise the audit and risk committee or, if earlier, on 14 September 2022, save that accounts for the year ended 31 March 2021. of the Board to determine the remuneration the Company shall be entitled to make offers of the auditor. or agreements before the expiry of such Resolution 3 authority which would or might require shares Resolution 18 to be allotted or such rights to be granted To declare a final dividend for the year ended THAT in accordance with sections 366 after such expiry and the directors shall be 31 March 2021 of US$ 0.025 for each entitled to allot shares and grant rights ordinary share in the capital of the Company. and 367 of the Companies Act 2006 the Company and all companies which are pursuant to any such offer or agreement as if this authority had not expired. Resolution 4 subsidiaries of the Company at the date on which this Resolution 18 is passed or To re-elect Sunil Bharti Mittal as a director. during the period when this Resolution 18 Resolution 20 has effect be generally and unconditionally THAT if Resolution 19 above is passed, the Resolution 5 authorised to: directors be and they are hereby authorised To re-elect Raghunath Mandava as a director. (a) make political donations to political parties pursuant to section 570 and section 573 of or independent election candidates not the Companies Act 2006 to allot equity Resolution 6 exceeding £25,000 in total; securities (within the meaning of section 560 To re-elect Andrew Green CBE as a director. of that Act) for cash pursuant to the authority (b) make political donations to political conferred by Resolution 19 above and by way organisations other than political parties of a sale of treasury shares as if section Resolution 7 not exceeding £25,000 in total; and 561(1) of that Act did not apply to any such To re-elect Awuneba Ajumogobia as a allotment provided that this power shall be director. (c) incur political expenditure not exceeding £25,000 in total, limited to: Resolution 8 (as such terms are defined in the Companies (a) the allotment of equity securities or sale of treasury shares in connection with an To re-elect Douglas Baillie as a director. Act 2006) during the period beginning with the date of the passing of this Resolution and offer of securities in favour of the holders of ordinary shares on the register of Resolution 9 ending at the end of the next Annual General Meeting of the Company or, if earlier, on 14 members at such record dates as the To re-elect John Danilovich as a director. September 2022 provided that, in any event, directors may determine and other the aggregate amount of political donations persons entitled to participate therein Resolution 10 and political expenditure made or incurred by where the equity securities respectively attributable to the interests of the ordinary To re-elect Annika Poutiainen as a director. the Company and its subsidiaries pursuant to this Resolution shall not exceed £25,000 shareholders are proportionate (as nearly and for the purposes of this Resolution the as may be practicable) to the respective Resolution 11 numbers of ordinary shares held by them To re-elect Ravi Rajagopal as a director. authorised sum may be comprised of one or more amounts in different currencies which, on any such record dates, subject to for the purposes of calculating the said sum, such exclusions or other arrangements

4 Airtel Africa plc Notice of Annual General Meeting 2021

© 2020 Friend Studio Ltd File name: Airtel_Africa_NoM_210602 Modification Date: 2 June 2021 11:31 am as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 20) to any person or persons up to an aggregate nominal amount of US$ 93,953,787.60, and shall expire upon the expiry of the general authority conferred by Resolution 19 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 21 THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice. By order of the board Simon O’Hara Group company secretary 4 June 2021

Airtel Africa plc (incorporated and registered in England and Wales under number 11462215)

First Floor 53/54 Grosvenor Street London W1K 3HU United Kingdom

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Explanatory notes to resolutions

Resolution 1 Biographies of each of the directors seeking period from the date of the AGM until the To receive the accounts and reports election and re-election can be found on earlier of (i) the close of any general meeting pages 13 to 16 of this document together of the Company, convened for a date more The Chair will present the accounts and with the reasons why their contributions are, than 90 days after the AGM but within 120 reports of the directors for the year ended and continue to be, important to be days of the AGM, to propose a further 31 March 2021 to the AGM. These accounts Company’s long-term sustainable success. resolution to re-elect him, (ii) the date which were sent to shareholders in June 2021. The Board has confirmed, following a is 120 days after the AGM and (iii) the date of performance evaluation, that all directors any announcement by the Board that it does Resolution 2 standing for election and re-election continue not intend to hold a second vote. In the event Directors’ Remuneration Report to perform effectively and demonstrate that the director’s re-election is approved by The directors’ remuneration report is set out commitment to their roles. a majority vote of all shareholders at a second in the Annual Report and Accounts 2020/21 meeting, the director will then be re-elected Resolutions 6 to 11 (inclusive) relate to the on pages 124 to 138. until the next AGM. re-election of Andrew Green CBE, Awuneba Resolution 2 is an ordinary resolution to Ajumogobia, Douglas Baillie, John Danilovich, If any of Resolutions 6 to 11 (inclusive) is not approve the directors’ remuneration report, Annika Poutiainen and Ravi Rajagopal who approved by the shareholders of the other than the part containing the directors’ are the directors that the Board has Company as a whole at the AGM but is remuneration policy. Resolution 2 is an determined are independent directors for the approved by the independent shareholders, advisory resolution and does not affect the purposes of the UK Corporate Governance the relevant director(s) may be re-appointed future remuneration paid to any director. Code. Under the Listing Rules, because Bharti by the Board as a director from the date of the Airtel Limited and Airtel Africa Mauritius AGM until the earlier of (i) the close of any The report gives details of the directors’ Limited (an indirect subsidiary of Bharti Airtel general meeting of the Company, convened remuneration for the year ended 31 March Limited) are controlling shareholders of the for a date more than 90 days after the AGM 2021. The report also includes a statement Company (that is a person or group of people but within 120 days of the AGM, to propose a from the Chair of the Remuneration acting together who exercise or control more further resolution to re-elect him, (ii) the date Committee and details of the remuneration than 30% of the voting rights of the which is 120 days after the AGM and (iii) the committee’s activities. The Company’s Company), the election or re-election of any date of any announcement by the Board that auditor, Deloitte LLP, has audited those parts independent director by shareholders must it does not intend to hold a second vote. of the remuneration report which are required be approved by a majority vote of both: to be audited. The Company is also required to provide (1) the shareholders of the Company; and details of (i) any previous or existing At the annual general meeting held in 2020, relationship, transaction or arrangement the directors’ remuneration policy was (2) the independent shareholders of the between an independent director and the approved by shareholders. The directors’ Company (that is the shareholders of the Company, its directors, any controlling remuneration policy is not therefore required Company entitled to vote on the election shareholder or any associate of a controlling to be approved at this year’s AGM. The policy of directors who are not controlling shareholder, (ii) why the Company considers will be put to shareholders again no later shareholders of the Company). the proposed independent director will be an than the Company’s AGM in 2023. Resolutions 6 to 11 (inclusive) are therefore effective director, (iii) how the Company has being proposed as ordinary resolutions which determined that the proposed director is an Resolution 3 all shareholders may vote on, but in addition, independent director, and (iv) the process Final dividend the Company will separately count the by which the Company has selected each A final dividend of US$ 0.025 per ordinary number of votes cast by independent independent director. These details are share for the year ended 31 March 2021 shareholders in favour of the resolution (as a provided for the independent directors as is recommended for payment by the proportion of the total votes of independent part of their respective biographies as set directors. If the recommended final dividend shareholders cast on the resolution) to out below and on pages 13 to 16. The is approved by shareholders, it will be paid determine whether the second threshold Company has received confirmation from on 23 July 2021 to all ordinary shareholders referred to in (2) above has been met. The each of the independent directors that who were on the register of members at the Company will announce the results of the there is no existing or previous relationship, close of business on 25 June 2021. resolutions on this basis as well as transaction or arrangement that the announcing the results of the ordinary independent directors have or have had with Resolutions 4 to 15 resolutions of all shareholders. the Company, its directors, any controlling shareholder or any associate of a controlling Re-election of directors Under the Listing Rules, if a resolution to shareholder Resolutions 4 to 15 deal with the election and re-elect an independent director is not re-election of the directors. In accordance approved by a majority vote of both the with the requirements of the UK Corporate shareholders as a whole and the independent Independence Governance Code and the Company’s shareholders of the Company at the AGM, a Each independent director’s independence Articles of Association, all of the directors are further resolution may be put forward to be was determined by reference to the relevant standing for re-election by the shareholders approved by the shareholders as a whole at provisions of the 2018 UK Corporate at this year’s AGM, save for Kelly Bayer a meeting which must be held more than Governance Code. The Board also considers Rosmarin and Jaideep Paul who are standing 90 days after but within 120 days of the first that each of the independent directors is for election by the shareholders having been vote. Accordingly, if any of Resolutions 6 to 11 independent in character and judgement appointed as directors after the Company’s (inclusive) is not approved by a majority vote and that there are no relationships or AGM held in 2020. of the Company’s independent shareholders circumstances which are likely to affect, at the AGM, the relevant director(s) will be or could appear to affect, their judgement. treated as having been re-elected only for the

6 Airtel Africa plc Notice of Annual General Meeting 2021

© 2020 Friend Studio Ltd File name: Airtel_Africa_NoM_210602 Modification Date: 2 June 2021 11:31 am Selection The Board considers it appropriate that The Board considers that it is in the best For each current independent director’s directors be granted authority to allot interests of the Company and its selection, the selection process involved, shares in the capital of the Company shareholders generally that the Company amongst other things, a detailed brief of the up to a maximum nominal amount of have the flexibility conferred by Resolution 20 desired candidate profile against objective US$ 626,358,584 representing one-third of to conduct a pre-emptive offering without criteria, a process of interviews and the Company’s issued ordinary share capital complying with the strict requirements of the assessments being carried out. as at 3 June 2021 (the latest practicable date statutory pre-emption provisions and to prior to publication of this document). The finance business opportunities quickly and Resolutions 16 and 17 power will last until the end of the next AGM efficiently when they arise. of the Company or, if earlier, on 14 September The Board confirms that, in accordance with Appointment of auditor and auditor’s 2022. The Investment Association (IA) the Pre-Emption Principles, it does not intend remuneration guidelines on directors’ authority to allot to issue shares for cash representing more Resolution 16 relates to the reappointment of shares state that IA members will regard as than 7.5% of the Company’s issued ordinary Deloitte LLP as the Company’s auditor to hold routine resolutions seeking authority to allot share capital in any rolling three-year period office until the next AGM of the Company. shares representing up to one-third of the to those who are not existing shareholders Company’s issued share capital. Resolution 17 authorises the Audit Committee without prior consultation with shareholders. of the Board to set their remuneration. The directors have no present intention of As noted in relation to Resolution 19 above, allotting new ordinary shares. However, the the directors have no current intention of directors consider it appropriate to maintain Resolution 18 issuing ordinary shares. Political donations the flexibility that this authority provides. The authority contained in Resolution 20 will Resolution 18 deals with political donations. As at the date of this letter the Company expire upon the expiry of the authority to allot Under the Companies Act 2006, political does not hold any shares in the capital of the shares conferred in Resolution 19 (that is at donations to any political parties, independent Company in Treasury. the end of the next AGM of the Company or, election candidates or political organisations or if earlier, on 14 September 2022). the incurring of political expenditure are Resolution 20 prohibited unless authorised by shareholders in Disapplication of statutory Resolution 21 advance. What constitutes a political donation, pre-emption rights a political party, a political organisation, or Length of notice of meeting political expenditure is not easy to decide, as Resolution 20 will give the directors authority Resolution 21 is a resolution to allow the the legislation is capable of wide interpretation. to allot ordinary shares in the capital of the Company to hold general meetings (other Sponsorship, subscriptions, payment of Company pursuant to the authority granted than AGMs) on 14 days’ notice. expenses and support for bodies representing under Resolution 19 above for cash without The minimum notice period for general the business community in policy review or complying with the pre-emption rights in the meetings of listed companies is 21 days, but reform, may fall within this. Companies Act 2006 in certain circumstances. companies may reduce this period to 14 days Therefore, notwithstanding that the Company This disapplication authority is in line with (other than for AGMs) provided that two has not made a political donation in the past institutional shareholder guidance, and in conditions are met. The first condition is that and has no intention either now or in the particular with the Pre-Emption Group’s the Company offers a facility for shareholders future of making any political donation or Statement of Principles (the Pre-Emption to vote by electronic means. This condition is incurring any political expenditure in respect Principles) which allow the authority for met if the Company offers a facility, accessible of any political party, political organisation or an issue of shares for cash otherwise than to all shareholders, to appoint a proxy by independent election candidate, the Board in connection with a pre-emptive offer to means of a website. The second condition has decided to put forward Resolution 18. This include an authority over five per cent. of is that there is an annual resolution of will allow the Company to continue to support a company’s issued share capital for use shareholders approving the reduction of the community and put forward its views to on an unrestricted basis. the minimum notice period from 21 days to wider business and Government entities Resolution 20 will permit the directors to allot: 14 days. without running the risk of being in inadvertent The Board is therefore proposing Resolution breach of the Companies Act 2006. (a) equity securities for cash and sell treasury shares up to a nominal amount of 21 as a special resolution to approve 14 days The authority is subject to a maximum US$ 626,358,584, representing one-third as the minimum period of notice for all amount of £25,000 and will cover the period of the Company’s issued share capital as general meetings of the Company other than from the date Resolution 18 is passed until at 3 June 2021 (the latest practicable date AGMs. The approval will be effective until the the end of the next AGM of the Company or, prior to publication of this document) on end of the next AGM of the Company, when if earlier, on 14 September 2022. As permitted an offer to existing shareholders on a it is intended that the approval be renewed. under the Companies Act 2006, Resolution pre-emptive basis (that is including a rights The Board will consider on a case-by-case 18 also covers any political donations made, issue or an open offer), and basis whether the use of the flexibility offered or political expenditure incurred, by any by the shorter notice period is merited, taking subsidiaries of the Company. (b) equity securities for cash and sell treasury into account the circumstances, including shares up to a maximum nominal value whether the business of the general meeting Resolution 19 of US$ 93,953,787.60, representing is time-sensitive and whether it is thought approximately 5% of the issued ordinary Allotment of share capital to be to the advantage of shareholders as share capital of the Company as at 3 June a whole. Resolution 19 deals with the directors’ 2021 (the latest practicable date prior to authority to allot shares. publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders.

Airtel Africa plc Notice of Annual General Meeting 2021 7

Voting and addional information

Notes: be valid, an appointment of proxy in be accepted. Seniority is determined by paper form (together with a copy of the the order in which the names of the joint Voting record date authority under which the appointment holders appear in the Company’s register 1. To be entitled to attend and vote, whether has been made certified notarially or in of members in respect of the joint holding in person or by proxy, at the Annual such other way approved by the directors (the first-named being the most senior). must reach the Company’s Registrars, General Meeting (AGM, or the meeting), 6. A copy of this notice has been sent for Computershare Investor Services PLC, members must be registered in the information only to persons who have The Pavilions, Bridgwater Road, Bristol Register of Members of the Company been nominated by a member to enjoy BS99 6ZY, or for shareholders on the at 6.30pm (UK time) on 13 July 2021 information rights under section 146 of Nigerian Branch Register, Coronation (or, if the meeting is adjourned, at 6.30pm the Companies Act 2006 (a Nominated Registrars Limited of 9 Amodu Ojikutu (UK time) on the date which is two Person). The rights to appoint a proxy Street, Victoria Island, Lagos, no later working days prior to the adjourned cannot be exercised by a Nominated than 11:00am (UK time) on 13 July 2021 meeting). Changes to entries on the Person: they can only be exercised by the (or 48 hours before any adjournment Register of Members after this time shall member. However, a Nominated Person or postponement of the meeting). For be disregarded in determining the rights may have a right under an agreement shareholders on the Nigerian Branch of persons to attend or vote (and the between him and the member by whom Register an appointment of proxy number of votes they may cast) at the he was nominated to be appointed as a can be executed and forwarded to meeting or adjourned meeting. proxy for the meeting or to have someone [email protected]. else so appointed. If a Nominated Person Proxies 3. As an alternative to completing a hard does not have such a right or does not 2. A member entitled to attend and vote copy proxy form, proxies may be wish to exercise it, he may have a right at the meeting may appoint another appointed electronically as set out on under such an agreement to give person(s) (who need not be a member the form. Any member (other than those instructions to the member as to the of the Company) to exercise all or any of on the Nigeria branch register) wishing to exercise of voting rights.. his rights to attend, speak and vote at the vote electronically in advance of the meeting. A member can appoint more meeting should visit www.investorcentre. CREST than one proxy in relation to the meeting, co.uk/eproxy where there are full 7. CREST members who wish to appoint provided that each proxy is appointed to instructions on how to do this. Votes a proxy or proxies by utilising the CREST exercise the rights attaching to different submitted electronically in advance electronic proxy appointment service shares held by him. A proxy does not should be submitted by no later than may do so by utilising the procedures need to be a member of the Company 11:00 am (UK time) on 13 July 2021(or described in the CREST Manual on the but must attend the meeting to represent 48 hours before any adjournment or Euroclear website (www.euroclear.com/ you. Your proxy could be the Chair of the postponement of the meeting). CREST). CREST Personal Members or meeting or another person who has 4. To change your proxy instructions, you other CREST sponsored members, and agreed to attend to represent you. Your may return a new proxy appointment those CREST members who have proxy must vote as you instruct and must using the methods set out above. Where appointed a voting service provider(s), attend the meeting for your vote to be you have appointed a proxy using the should refer to their CREST sponsor or counted. Appointing a proxy does not hard copy proxy form and would like to voting service provider(s), who will be able preclude you from attending the meeting change the instructions using another to take the appropriate action on their and voting in person. hard copy proxy form, please contact behalf. In order for a proxy appointment A proxy form which may be used to Computershare Investor Services PLC, made by means of CREST to be valid, the make this appointment and give proxy or for shareholders on the Nigerian appropriate CREST message (a CREST instructions accompanies this notice. Branch Register, Coronation Registrars Proxy Instruction) must be properly Details of how to appoint a proxy are set Limited. The deadline for receipt of proxy authenticated in accordance with out in the notes to the proxy form. If you appointments (see above) also applies in Euroclear UK and Ireland Limited’s (EUI) do not have a proxy form and believe that relation to amended instructions. Where specifications and must contain the you should have one, or if you require two or more valid separate appointments information required for such instructions, additional forms, please contact the of proxy are delivered or received as described in the CREST manual. Company’s Registrars, Computershare (whether in hard copy or electronically) in The message regardless of whether it Investor Services PLC, The Pavilions, respect of the same share in respect of constitutes the appointment of a proxy Bridgwater Road, Bristol BS99 6ZY (or the same meeting, the one which is last or an amendment to the instruction given alternatively, please call Computershare received shall be treated as replacing and to a previously appointed proxy must, in between 8:30 a.m. and 5:30 p.m. (UK revoking the other or others provided that order to be valid, be transmitted so as time) Monday to Friday (excluding public if the Company determines that it has to be received by the issuer’s agent (ID holidays in England and Wales) on 0370 insufficient evidence to decide whether number: 3RA50) by the latest time(s) for 703 0027 (or +44 (0)370 703 0027 if or not a proxy appointment is in respect receipt of proxy appointments specified calling from outside of the UK); or for of the same share, it shall be entitled to in the notice of meeting. For this purpose, shareholders on the Nigerian Branch determine which proxy appointment the time of receipt will be taken to be the Register, please visit https:// (if any) is to be treated as valid. time (as determined by the timestamp coronationregistrars.com/airtel-proxy-crl/ applied to the message by the CREST 5. In the case of joint holders, where more Applications host) from which the issuer’s or alternatively contact Coronation than one of the joint holders purports to Registrars Limited of 9 Amodu Ojikutu agent is able to retrieve the message by appoint a proxy, only the appointment enquiry to CREST in the manner Street, Victoria Island, Lagos. In order to submitted by the most senior holder will

8 Airtel Africa plc Notice of Annual General Meeting 2021

© 2020 Friend Studio Ltd File name: Airtel_Africa_NoM_210602 Modification Date: 2 June 2021 11:31 am prescribed by CREST. The Company may Questions Total Voting Rights treat as invalid a CREST proxy instruction 11. The Company must cause to be answered 13. As at 3 June 2021 (being the latest in the circumstances set out in regulation at the meeting any question relating to the practicable date prior to the publication of 35(5)(a) of the Uncertificated Securities business being dealt with at the meeting this Notice), the Company’s issued share Regulations 2001. which is put by a member attending the capital consists of 3,758,151,504 ordinary 8. Please note that the Company takes all meeting, except (i) if to do so would shares, carrying one vote each. The total reasonable precautions to ensure no interfere unduly with the preparation for voting rights in the Company are viruses are present in any electronic the meeting or involve the disclosure of 3,758,151,504. confidential information, (ii) if the answer communication it sends out but the 14. The contents of this notice of meeting, has already been given on a website in Company cannot accept responsibility for details of the total number of shares in the form of an answer to a question, or loss or damage arising from the opening respect of which members are entitled (iii) if it is undesirable in the interests of or use of any email or attachments from to exercise voting rights at the meeting, the Company or the good order of the the Company and recommend that the details of the totals of the voting rights meeting that the question be answered. shareholders subject all messages to that members are entitled to exercise virus checking procedures prior to use. at the meeting and, if applicable, any Any electronic communication received Requisition rights members’ statements, members’ by the Company, including the lodgement 12. Members satisfying the thresholds in resolutions or members’ matters of of an electronic proxy form, that is found section 527 of the Companies Act 2006 business received by the Company to contain any virus will not be accepted. can require the Company to publish a after the date of this notice will be statement on its website setting out any available on the Company’s website: Corporate representatives matter relating to (a) the audit of the www.airtel.africa/investors. 9. A member of the Company which is a Company’s accounts (including the corporation may authorise a person or auditor’s report and the conduct of the Documents on display audit) that are to be laid before the persons to act as its representative(s) 15. Copies of the directors’ service contracts meeting, or (b) any circumstances at the meeting. In accordance with the with the Company and the terms and connected with an auditor of the provisions of the Companies Act 2006, conditions of the non-executive directors Company ceasing to hold office since each such representative may exercise are available for inspection at the the last Annual General Meeting, that (on behalf of the corporation) the same registered office of the Company during the members propose to raise at the powers as the corporation could exercise usual business hours (Saturdays, Sundays meeting. The Company cannot require if it were an individual member of the and public holidays excepted) and will be the members requesting the publication Company, provided that they do not available at the place of the meeting from to pay its expenses. Any statement do so in relation to the same shares. 10:45am (UK time) until its conclusion. placed on the website must also be sent Voting at the meeting to the Company’s auditor no later than the time it makes its statement available Electronic address 10. Voting on Resolutions 1 to 21 will be on the website. The business which may 16. You may not use any electronic address conducted by way of a poll. This is a more be dealt with at the meeting includes any provided in this notice of meeting to transparent method of voting as member such statement that the Company has communicate with the Company for any votes are to be counted according to the been required to publish on its website. purposes other than those expressly number of shares held. As soon as stated. practicable following the AGM, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and also placed on the Company’s website.

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Attending the Meeting electronically

Electronic meeting Voting The Company is enabling shareholders Once the Chair has formally opened the to attend and participate in the AGM meeting, they will explain the voting electronically, should they wish to do so. procedure. Voting will be enabled on all This can be done by accessing the AGM resolutions at the start of the formal meeting website, https://web.lumiagm.com on the Chair’s instruction. This means shareholders may, at any time while the poll Accessing The AGM Website is open, vote electronically on any or all of Lumi AGM can be accessed online using the resolutions in the Notice of Meeting, most well-known internet browsers such as resolutions will not be put forward separately. Chrome, Firefox and Safari on a PC, laptop or Once the resolutions have been proposed, internet-enabled device such as a tablet or the list of resolutions will appear along with smartphone. If you wish to access the the voting options available. Select the option AGM using this method, please go to that corresponds with how you wish to vote, https://web.lumiagm.com on the day. FOR, AGAINST or WITHHELD. Once you have selected your choice, the option will change Logging in colour and a confirmation message will On accessing the AGM website, you will appear to indicate your vote has been cast be asked to enter a Meeting ID which is and received – there is no submit button. 133-621-694. You will then be prompted to If you make a mistake or wish to change your enter your unique SRN and PIN. These can vote, simple select the correct choice, if you be found printed on your form of proxy. wish to cancel your vote, select the ‘cancel’ Access to the meeting via the website will button. You will be able to do this at any time be available from 10:30am on 15 July 2021; whilst the poll remains open and before the however, please note that your ability to vote Chair announces its closure at the end of will not be enabled until the Chair formally the meeting. opens the meeting at 11:00am. Questions Broadcast Questions will be invited before the The electronic meeting will be broadcast in resolutions are formally put to the vote. audio format with presentation slides. Once Shareholders attending electronically may logged in, and at the commencement of the ask questions via the website by typing meeting, you will be able to listen to the and submitting their question in writing – proceeding of the meeting on your device, select the messaging icon from within the as well as being able to see the slides of the navigation bar and type your question at meeting which will include the resolutions to the bottom of the screen. be put forward to the meeting, these slides will progress automatically as the meeting Requirements progresses. An active internet connection is required at To be able to speak at the AGM, you must dial all times in order to allow you to cast your into the AGM using the numbers provided vote when the poll opens, submit questions when logged into the Lumi AGM platform. and listen to the audiocast. It is the user’s To dial-in, you will require a conference ID responsibility to ensure you remain connected (Conference ID). for the duration of the meeting. The Conference ID will only be accessible Duly appointed proxies and once you have logged into the AGM website, corporate representatives and will be available at the commencement of the meeting. Local phone calls will not Please contact the Company’s registrar be charged. before 11:00am on 13 July 2021 on 0370 703 0027 or +44 (0) 370 703 0027 if you are calling from outside the UK for your unique username and password. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales). For appointed proxies and corporate representatives on the Nigerian Branch Register, please contact Coronation Registrars Limited (9 Amodu Ojikutu Street, Victoria Island, Lagos) to obtain your password.

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This year we will be giving you the opportunity to participate in the AGM online, using your smartphone, tablet or computer. If you choose to participate online you will be able to view a live webcast of the meeting, ask the board questions and submit your votes in real time and you will need to: a) Visit web.lumiagm.com on your Access smartphone, tablet or computer. Audiocast You will need the latest versions of Once you have entered web.lumiagm.com When successfully authenticated, the info Chrome, Safari, Edge and Firefox. into your web browser, you will be prompted screen will be displayed. You can view Please ensure your browser is to enter the Meeting ID as above. company information, ask questions and compatible. You will then be required to click ‘I have listen to the audiocast. Meeting ID: 133-621-694 a login’ and enter your: If you would like to listen to the audiocast, a) SRN, and press the broadcast icon at the bottom To login you must have your of the screen. SRN and PIN b) PIN. If viewing on a computer, the broadcast will You will be able to log into the site appear at the side automatically once the on 15 July 2021 at 10.30 a.m. meeting has started. To enter as a shareholder, select ‘I have a login’ and enter your SRN and PIN. If you are a visitor, select ‘I am a guest’ As a guest, you will be prompted to complete all the relevant fields including; title, first name, last name and email address. Please note that visitors will not be able to ask questions or vote at the meeting.

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Voting Questions Downloads The chair will open voting on all resolutions at Any shareholder or appointed proxy attending Links are present on the info screen. the start of the meeting. Once the voting has the meeting is eligible to ask questions. When you click on a link, the selected opened, the polling icon will appear on the If you would like to ask a question, select the document will open in your browser. navigation bar at the bottom of the screen. messaging icon Data usage for streaming the annual From here, the resolutions and voting choices Messages can be submitted at any time shareholders’ meeting or downloading will be displayed. during the Q&A session up until the Chair documents via the AGM platform varies To vote, simply select your voting direction closes the session. depending on individual use, the specific from the options shown on screen. device being used for streaming or Type your message within the chat box A confirmation message will appear download (Android, iPhone, etc) and at the bottom of the messaging screen. to show your vote has been received. the network connection (3G, 4G).

For -Vote received Once you are happy with your message click the send button. To change your vote, simply select another Questions sent via the Lumi AGM online direction. If you wish to cancel your vote, platform will be moderated before being please press ‘cancel’. sent to the chair. This is to avoid repetition. Once the chair has opened voting, voting can be performed at any time during the meeting until the chair closes the voting on the resolutions. At that point your last choice will be submitted. You will still be able to send messages and view the webcast whilst the poll is open.

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Biographies of each of the • Trustee at the Carnegie Endowment for Other commitments: directors of the Company seeking International Peace (CEIP). Board member of Bharti Airtel International re-election at the AGM are set out • Member, Board of Qatar Foundation (Netherlands) B.V., Bharti Airtel Africa B.V. below together with their key Endowment (QFE). and Airtel Networks Limited. strengths and experience and the • Member of the India-US, India-UK and Previous roles: India-Japan and India-Sweden CEO Forums. reasons why their contributions • Held various roles at Airtel India starting in are, and continue to be, important • Co-chair of the India-Africa Business Council. 2003 as chief operating officer for Tamil to be Company’s long-term Nadu, Circle CEO for Rajasthan, chief sustainable success. Previous roles: marketing officer of the Mobile Business, • Served on the boards of several regional operations director for East India international bodies. Mobile Business, regional operations Sunil Bharti Mittal director for B2C Business for West India, • Chairman of the International Chamber of and customer experience director for India. Chairman, Non-executive Director Commerce (ICC) from June 2016 to June Date appointed to Board: October 2018 2018. • Held various sales, marketing and business operations roles at Hindustan Unilever. Committee Membership: Nominations • Chairman of GSM Association (GSMA) Committee (Chair) from January 2017 to December 2018. During the reporting period, Raghu participated in a targeted mentoring Independent: no • President of the Confederation of Indian programme to enhance his UK listed plc Age: 63 Industry (CII) from 2007 to 2008. experience. Nationality: Indian • Closely associated with spearheading the Indian industry’s global trade, collaboration Jaideep Paul Skills, expertise and contribution: and policy. Chief Financial Officer Sunil is the founder and chairman of • Served on the Prime Minister of India’s Date appointed to Board: June 2020 Bharti Enterprises, one of India’s leading Council on Trade and Industry. Committee Membership: Audit and conglomerates with diversified interests in • Served on the boards of several Risk Committee telecoms, insurance, real estate, agriculture multinational companies including Unilever Independent: no and food, renewable energy and other PLC, Standard Chartered Bank PLC and ventures. Bharti Airtel, the flagship company SoftBank Corp. Age: 59 of Bharti Enterprises, is a global Nationality: Indian telecommunications company operating in Raghunath Venkateswarlu Mandava 18 countries across South Asia and Africa. Chief Executive Officer It’s one of the top three mobile operators Skills, expertise and contribution: globally, with a network covering over Date appointed to Board: July 2018 Jaideep brings more than 30 years of two billion people. Airtel is India’s largest Committee Membership: Market Disclosure leadership and financial experience to our integrated telecoms provider and the Committee Board. He is a skilled Chief financial officer second largest mobile operator in Africa. with 18 years of experience in the telecom Independent: no industry gained during previous and current Sunil is the pioneering force behind the mobile executive positions – which he has applied to revolution in India – he revolutionised the Age: 54 drive the performance of the business. He is business model at Bharti Airtel to make Nationality: Indian a qualified chartered accountant. affordable voice and data services available to all. Airtel has transformed the quality of Skills, expertise and contribution: Jaideep chairs our Finance Committee. He’s lives of millions of people globally, providing also participating in a targeted mentoring connectivity and digital empowerment. As Raghu has held a variety of sales, marketing, programme to enhance his UK listed plc chair of the Board, his leadership has brought customer experience and general experience. immense value to Airtel Africa through his management roles in the FMCG and telecoms vision, knowledge and deep expertise. industries. He joined Airtel Africa as chief Other commitments: operating officer in 2016 and took over as Jaideep is a director of a number of Group External commitments: CEO in January 2017. To his role as CEO, he brings a deep understanding of telecoms subsidiary company Boards. • Founder and Chairman of Bharti Enterprises and a strong belief that connectivity can and Bharti Airtel. accelerate growth by helping to bridge the Previous roles: • Chairman of OneWeb Holding Limited. digital divide and advance financial inclusion. Before becoming our chief financial officer He takes an innovative problem-solving in 2014, Jaideep was CFO at Airtel Nigeria, • Member of the International Business approach to achieve disruptive growth and Fairtrade LLC Muscat and Bharti Retail. He Council, World Economic Forum (WEF). profitability. He has guided Airtel Africa in held prior financial roles at Mumbai Circle and • Commissioner of the Broadband building a modernised 4G network. In his Bharti Airtel Delhi Circle, as well as senior roles Commission. last role in Airtel India, he helped deliver a at HCL, Telstra V-Com and Caltex. Jaideep substantially improved customer experience started his career at Pricewaterhouse. • Member, Global Board of Advisors, Council while considerably reducing costs. He has an on Foreign Relations (CFR). electronics engineering degree and an MBA specialising in marketing.

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Andrew James Green, CBE Awuneba Sotonye Ajumogobia Douglas Anderson Baillie Senior Non-executive Director (née Iketubosin) Non-executive Director Date appointed to Board: April 2019 Non-executive Director Date appointed to Board: April 2019 Committee Membership: Market Disclosure Date appointed to Board: April 2019 Committee Membership: Remuneration Committee (Chair), Audit and Risk Committee, Committee Membership: Remuneration Committee (Chair), Nominations Committee and Nominations Committee Committee and Market Disclosure Committee Independent: yes Independent: yes Independent: yes Age: 65 Age: 62 Age: 65 Nationality: British Nationality: Nigerian Nationality: British

Skills, expertise and contribution: Skills, expertise and contribution: Skills, expertise and contribution: Andy brings many years of global financial Awuneba is a chartered accountant with Doug brings vast leadership experience in and strategic experience to the Board. broad professional experience in assurance, both private and public sectors to the Board Through his work with a number of taxation, finance and advisory services and his role as the chair of the Remuneration multinational organisations, he is able to across several industries. Her expertise as an Committee. His background in diverse draw on a wide knowledge of diverse issues assurance and finance specialist, garnered leadership roles and human resources is and outcomes to provide constructive at leading professional service firms, make particularly useful to the Board when challenge and robust scrutiny of matters her an asset to Board decision-making. considering the Airtel culture, employee that come before the Board. management, executive remuneration External commitments: and other employee-related activities. External commitments: • Executive director at Multistream • Group chairman of Simon Midco Limited Energy Limited. External commitments: (the holding company of Lowell Group). • Vice chairman of the MasterCard • Board chair at CAP Plc. Foundation. • Chair at Gentrack Group Limited (NZX/ASK) • Governing council chair at Grange School, • Director of the Leverhulme Trust. Lagos. • Non-executive director at Link • Non-executive director of the Administration Holdings Limited. • Board Member of University of Ibadan Huhtamaki Group. Research Foundation. • Commissioner at the National Infrastructure Commission. • Member of Finance Committee MUSON Previous experience: (Musical Society of Nigeria). Spent 38 years at Unilever, and his roles there • Trustee of WWF UK and Disasters included president of Western Europe in the Emergency Committee. • Executive council member of WIMBIZ (Women in Management, Business and Netherlands until 2011, Group vice president • Chair of Water Aid UK Public Service). of South Asia, CEO Hindustan Unilever in India until 2008, Group vice president Africa and Previous roles: Previous roles: the Middle East from 2004 until 2006, and chief HR officer from 2011 until 2016. • Senior independent director of Avanti Awuneba was a board member at UAC of Communications plc and ARM Holdings plc. Nigeria Plc (UACN) from 2009 to 2019. • Chairman of the Digital Catapult and During her tenure, she chaired the Risk IG Group plc. Management Committee and was a member of the Statutory Audit Committee. Prior to this, • Group chief executive officer of Logica plc she developed her career at Peat Marwick, until its sale in 2012. Deloitte and Accenture. Awuneba has also • Various roles at BT Group plc, including had advisory and implementation roles with CEO of BT Openworld, CEO of BT Global a number of national development projects Services and CEO of Group Strategy in Nigeria. and Operations. • Various roles at Shell and Deloitte. • Held a number of non-executive directorships in the US, Hong Kong, Germany and UK.

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© 2020 Friend Studio Ltd File name: Airtel_Africa_NoM_210602 Modification Date: 2 June 2021 11:31 am John Joseph Danilovich Liisa Annika Poutiainen Ravi Rajagopal Non-executive Director Non-executive Director Non-executive Director Date appointed to Board: April 2019 Date appointed to Board: April 2019 Date appointed to Board: April 2019 Committee Membership: Remuneration Committee Membership: Audit and Risk Committee Membership: Audit and Risk Committee Committee Committee (Chair), Nominations Committee, and Market Disclosure Committee Independent: yes Independent: yes Independent: yes Age: 70 Age: 50 Age: 65 Nationality: American Nationality: Finnish Nationality: British Skills, expertise and contribution: Skills, expertise and contribution: John has held executive leadership roles in Annika’s wide-ranging experience in audit Skills, expertise and contribution: international business and government for and regulatory engagements contributes With experience in diverse industries such as several decades. As a global business leader to her role as the member of the Board and healthcare and consumer brands, Ravi brings and distinguished diplomat, he has extensive Audit and Risk Committee. With her legal a wealth of recent and relevant financial experience in regional and international background and deep knowledge of auditing, experience and cultural insight to the Board trade-related issues. He brings skills in accounting and financial reporting, she brings and our Audit and Risk Committee. building international partnerships and a keen scrutiny to all governance and advocacy with policymakers, foreign regulatory matters. External commitments: dignitaries and business leaders to Airtel • Chairman of Fortis Healthcare, India. Africa, and provides constructive challenge External commitments: • Independent director and chair of the Audit and robust scrutiny of matters that come • Working chair of the Council for Swedish Committee of Vedanta Resources, UK. before the Board. Financial Reporting Supervision. • Chairman of JM Financial, Singapore • Member of the Swedish Audit Academy. External commitments: Pte Ltd. • Board member at d’Amico International • Member of the Nasdaq Helsinki Listing • Trustee of the Science Museum Shipping. Committee. Foundation (UK). • Board and council member at the • Board member of the Carpe Diem Harvard Chan School of Public Health, Foundation, which runs the top-ranked Previous experience: the Center for Strategic International Swedish elementary school, Fredrikshovs • Financial leadership roles at Diageo until Studies (CSIS) and Chatham House (UK). Slott Skola. retiring in 2015, such as group controller in • Member of the Council on Foreign the UK with responsibility for the spirits Relations (New York) and of the Previous experience: business across sub-Saharan Africa and American Academy of Diplomacy. • Board and audit committee member of global head of mergers and acquisitions. listed companies eQ Abp, Hoist Finance AB, • Starting in 1979, held various roles at ITC Saferoad AS (delisted in September 2018) Previous experience: India, including a secondment to West and Swedbank AB. • Secretary General of the International Africa with BAT. Chamber of Commerce (ICC) in Paris from • Industry advisor to strategic • Held numerous positions on various joint 2014 to 2018. communications firm JKL Group. venture boards and Diageo’s India advisory • CEO of the Millennium Challenge • Advised the Swedish government on the board, and was non-executive director of Corporation in Washington from 2005 to national implementation of the reformed United Spirits in India. 2009. EU market abuse regime. • US ambassador to Brazil and to Costa Rica. • Head of market surveillance Nordics at Nasdaq. • While on the board of the Panama Canal Commission, he acted as chairman of the • Head of unit, prospectuses, exchanges and Commission’s Transition Committee prior clearing houses at the Swedish Financial to the handover of the canal by the US to Supervisory Authority. Panama. • Solicitor in both the UK and Finland. • Played a significant role in the Central American Free Trade Agreement (CAFTA).

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Kelly Bayer Rosmarin Akhil Kumar Gupta Shravin Bharti Mittal Non-executive Director Non-executive Director Non-executive Director Date appointed to Board: October 2020 Date appointed to Board: October 2018 Date appointed to Board: October 2018 Committee Membership: None Committee Membership: None Committee Membership: None Independent: no Independent: no Independent: no Age: 44 Age: 65 Age: 33 Nationality: Australian Nationality: Indian Nationality: British

Skills, expertise and contribution: Skills, expertise and contribution: Skills, expertise and contribution: Kelly brings to the Board a unique blend of Akhil brings vast financial, strategic and As the youngest Board member and the technology, commercial and management telecoms expertise to our Board. He has entrepreneurial founder of a top performing expertise from a career spanning financial played a pivotal role in the Bharti Group’s global technology investment firm, Shravin services, management consulting and the phenomenal growth in the telecoms sector, brings a diversity of view and expertise in Silicon Valley tech sector. She also brings both organically and through various the tech sector to our discussions and a valuable acumen in leadership, banking, acquisitions. With innovative thought decision-making. risk management, regulated markets and leadership, he has helped Bharti Airtel innovation at scale. Kelly has an impressive to achieve healthy margins while offering External commitments: track record of delivering results and some of the lowest tariffs in the world. • Founder of Unbound, a long-term operating and growing large global investment firm aiming to build and back businesses. She is also known for her External commitments: technology companies. expertise in leveraging technology, data • Vice chairman of Bharti Group. and analytics to develop leading customer • Managing director of Bharti Global Limited. • Chairman of Tower and Infrastructure services and experience. • Board member of Oneweb Holdings Providers Association (TAIPA). In 2015, Kelly was named one of the Top 25 Limited. • President of Telecom Sector Skill Council Women in Asia Pacific Finance, the Top 10 • On the Board of Softbank Energy. Businesswomen in Australia, and 50 Most (TSSC). Powerful Women in Australian Business. • Board member of technology companies She is a nominee of Singtel to our Board. Previous experience: mPharma, Cars24, Syfe, Paack and • Led the formation of various partnerships FreightHub. External commitments: for Bharti with operators like British • CEO at Singtel Optus Pty Limited and Telecom, Telecom Italia, Singapore Telecom Previous experience: Member of the Singtel Management and Vodafone, as well as with financial • Previously at SoftBank Vision Fund, Committee. investors such as Warburg Pincus, a US$ 100 billion fund investing in Temasek, KKR, Qatar Foundation technology companies. • Non-executive director at Openpay Endowment, AIF and Sequoia. Group Ltd. • Assistant director at Better Capital, • He was behind the separation of passive a private equity firm in London where • Member of Chief Executive Women. mobile infrastructure and the formation of he turned around distressed retail and one of the largest tower company in the manufacturing businesses. Previous experience: world – a notable example of collaborating • Involved in the launch of 3G at Airtel India. • Group Executive, Institutional Banking and at the back end while competing at the Markets on the Executive Team of the front end. • Worked with J.P. Morgan investment bank Commonwealth Bank of Australia. covering technology, media and telecoms. • He also executed the acquisition of Zain • Management consultant with the Boston Group’s mobile operations in 15 countries Consulting Group. across Africa, the second largest outbound deal by an Indian company at the time. • Commonwealth Bank – senior roles across the Institutional and Business Banking divisions, before being appointed to the Bank’s Executive in 2013. • Previously been a board member at the Football Federation of Australia (FFA). • Previously served on the University of New South Wales Engineering Faculty Advisory Board, the Australian government’s FinTech Advisory Group and NSW Government Digital Advisory Panel.

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